Purchase and Sale Contract for Real Estate in Shanghai Municipality

Special Announcement

1. This Contract is made as model contract by Shanghai Housing and Land Administration Bureau and Shanghai Administration of Industry and Commerce pursuant to “Contract Law of People’s Republic of China” and “Measures on Transfer of Real Estate in Shanghai Municipality”, which maybe adopted upon consent of interested parties or used as reference context.

2. This Contract may be applied to the purchase and sale of real estate except commodity houses to be pre-sold or sold by developers or state-owned houses to be sold.

3. The interested parties to this Contract may fill in the blanks herein after negotiation and agreement, and the content bracketed by [ ] could be selected by crossing the content which the parties do not wish to select.

4. The parties shall made and enter into this Contract adhering to principle of willingness and fairness, and shall notice the following issues:

(1)Right of Joint-Owners

Registration of property right is divided into two kinds of single ownership and joint co-ownership, and co-ownership means that two or more owners enjoy the rights of ownership respecting the same property, in this regard, the co-owner or owners registered at the Title Certificate shall also execute this Contract.

The owner or owners registered at the Title Certificate shall obtain his/her spouse’s consent, and also shall be liable for any objection after sell.

(2)Deposit

Deposit is paid to secure performance of this Contract, and the parties may make agreement on such as amount and date of payment in Appendix 3 hereto.

(3) Handover of Property

It refers to the process of the Seller’s delivering the Property to the Buyer at the date and manner as agreed and the B uyer’s inspection and acceptance. The parties shall expressly stipulate the date of handover, inspection and acceptance and delivery manner as well.

(4) Property Quality

Clause of Property is mandatory in this Contract, and the property shall be kept in normal function. If the property is to be used after reasonable term of use, the owner shall entrust relevant qualified reconnaissance unit and devising unit for appraisal.

(5) Prior to execution of this Contract, the Buyer shall go to the Land and Housing Exchange Center to look up relevant record of registration (file) and make confirmation on possibility of title dispute and encumbrances so that to protect self interest.

(6) If the Property is let, the Seller shall notify relevant tenant three months prior to sell, and such tenant has a priority right to purchase the Property under equivalent condition. If such tenant abandons the priority right, the Buyer shall continue to perform lease contract and execute a contract with such tenant respecting change in interested party.

(7) If the Property is mortgaged, the Seller shall give a prior written notice to the mortgagee with consensus on such issue, in meantime, shall also disclose such issue to the Buyer.

(8) Land Use Right after Property Transaction

The use right of state-owned land where a living house is covered transfers with sell of the living house, and Article 3 (1) shall be applied in the event that the term of land use right is remarked on the Property Title Certificate.

(9) Transfer of Hukou Related to the Property

Performance of this Contract would also be affected on the condition that the old Hukou related to the Property could be moved out in a timely manner or not. The parties may insert provisions as such into Supplementary Clauses.

(10) Maintenance and Repair Fund

Pursuant to “Rules on Living House Management in Shanghai Municipality”, the