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and Party A shall deliver tax invoice to Party B after receiving Party B’s payment.

Article 3

The land use right shall be handled according to Clause___ upon transfer of the said Property by Party A.

(1) the land use right occupied by the said Property shall commence from ________ and

terminate on ________. After Party A transfers the Property to Party B, the rights and obligations as stated in Land Grant Contract shall be transferred to Party B.

(2) formalities of grant of land use right are to be handled under law, regulations and rules of People’s Republic of China, and land premium shall also be paid. (3) ____________________________________________________________

_________________________________________________________________ Article 4

Both parties agree that Party A shall empty the Property and notify Party B to handle inspection and delivery procedures of the said Property prior to _________. Within _____ days after receipt of such notification, Party B shall check and inspect the Property, furbishing and facilities. [Execution of delivery sheet] [Party A delivery of keys to the said Property to Party B] [______________] is deemed as to transfer occupancy of the said Property. Article 5

Party A promises to assume compensation for furbishing and facilities as set forth in Appendix 2 to the said Property in case of any damages or being removed based upon [____ times estimated value] [actual value________ Renminbi].

Article 6

Both parties confirm that [both parties jointly entrust] [entrust Party A] [entrust Party B] [entrust___________] to apply and handle transfer procedures with House and Land Exchange Center within _______ days upon execution of this Contract.

The date of transfer of the said Property title shall be subject to the receipt date when Shanghai Luwan House and Land Exchange Center accepts application of such transfer, unless it refuses such application pursuant to relevant law.

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Party A promises to positively assist Party B or Party A’s agent in handling transfer procedures. If Party A intentionally delays or refuses to supply necessary documents in a timely manner, Party B is entitled to claim against Party A’s liabilities as stipulated in Article 10 herein.

Article 7

Assumption of risk related to the said Property is transferred to Party B at the date of [transfer of the Property Title] [transfer of occupancy of the Property].

Article 8

Party A and Party B shall respectively pay fees and taxes pursuant to relevant law and regulations upon effectiveness of this Contract.

Unpaid fees and charges of management, water, electricity, natural gas and telecommunication and as such are to be paid according to Appendix 4 prior to transfer of [the said Property title] [occupancy of the Property]. Fees and charges incurred after transfer of [the said Property title] [occupancy of the Property].

Article 9

If Party B fails to pay the purchase price within the agreed time limit, Party B shall pay to Party A penalty interest on a rate of 0.000___ % for each day based on delayed amount from the date following the date on which the payment shall be made until the date on which the payment is actually made. If Party B delays to pay the purchase price for ____ days, Party A shall have the right to claim against Party B by way of stated in Clause ___ below in addition to payment of penalty interest for ___ days by Party B to Party:

(1) this Contract shall continue to be performed, and Party B shall also pay to Party A

the penalty interest on a rate of 0.000 ____% for each day based on delayed amount

until the date on which the payment is actually made.

(2) Party A has right to unilaterally terminate this Contract provided that Party B is

liable for compensation at rate __% of the purchase price upon receipt of Party A’s

such written notice, and Party A may deduct the sum equivalent to the penalty interest and compensation from amount paid by Party B and refund the remaining amount to Party B. If the amount paid by Party B is insufficient for the penalty interest and compensation, Party B shall pay to Party A within ___ days upon receipt of such written notice.

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(3) ________________________________________________________ _________________________________________________________

Article 10

If Party A fails to hand over the said Property in accordance with this Contract (including handover of the Property and transfer of the Property title), Party A shall pay Party B the penalty interest on the purchase price already received. The penalty interest shall be calculated based on the rate of 0.000_ % from the day following the date on which the said Property should be delivered pursuant to Article 4 and Article 6 until the date of actual delivery. If the handover is delayed more than __ days, Party B shall have the right to make claims against Party B by way stated in Clause C below:

(1) Party A shall pay to Party B 0.000__% of all amount Party B has paid as penalty interest until the date on which the handover is actually completed and this Contract shall continue to be performed.

(2) Party B shall have the right to unilaterally terminate this Contract upon serving written notice on Party A. Party A shall, within days from receipt of the notice, refund Party B of all the purchase price paid by Party B, as well as a penalty which is of the total purchase price.

(3) _______________________________________________________

____________________________________________________________

Article 11

The parties may execute supplementary clauses upon mutual agreement pursuant to relevant law and regulations. The Supplemental Clauses executed by both Party A and Party B shall form an integral part of this Contract. Supplemental Clauses shall have the same legal effect as the context of this Contract.

Article 12

This Contract comes into effect upon [execution by Party A and Party B] [notarization by ______ Public Notary Office].

Article 13

This Contract shall be governed by the laws and regulations of the People’s Republic of China. Any dispute arising from this Contract shall be resolved through amicable

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negotiations. If such negotiations fail, either party may elect the method of: A. Apply for arbitration at to resolve the dispute.

B. bring up an issue at the People’s Court pursuant to laws and regulations

Article 14

This Contract shall be executed in __ copies, all have the same effect. Party A and Party B shall retain 1 copy each. Shanghai Housing and Land Exchange Centre, and the Shanghai Notary Public Office, __________________ shall retain 1 copy each.

Supplementary Clauses

Appendix 1:

Appendix 2:

Appendix3:

Appendix 4:

Appendix 5:

Appendix 6:

Party A: (signature) [ID] [Passport] Number:

[Residence] [Registered] Place: Post Code:

Authorized Representative: Telephone: Signature :

Party B: (signature) [ID] [Passport] Number:

Relevant Affairs (Mortgages, Leases, Neighborhood) Broker and Agent Payment Arrangements

Fees and Charges of Maintenance and Repair, Water, Electricity, Natural Gas, Telecommnunication

Floor Plan and Covering Limits of the said Property Furbishing and Facilities Information

[Residence][Registered] Place: Post Code:

Authorized Representative: Telephone: Signature:

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