存量房交易结算资金监管协议-全英文翻译.doc

Contract No.: 2012100798
Escrow Agreement for Settlement Fund of Housing Stock Transaction in Nanjing

Party A (seller):
Party B (buyer):
Party C (guarantor): Nanjing Housing Real Estate Guarantee Co., Ltd.

In order to guarantee the transaction settlement fund of the housing stock and protect rights of both parties, in the principles of equality and good faith, Party A, Party B and Party C enter into the following agreements upon consensus.

Article 1 Party A and Party B signed the Sales and Purchase Contract for Nanjing Housing Stock on Apr. 10, 2012. The house is located at Room 702, Sijiyuan, 20 Nenjiang Road, Gulou District and the Parcel No. is 080180-IX-28. The total house payment is RMB 2,000,000 Yuan including deposit of RMB 0 Yuan, final payment of RMB 0 Yuan, down payment of RMB 0 Yuan and loan of RMB 0 Yuan (wherein the commercial loan of RMB 0 Yuan and policy-based loan of RMB 0 Yuan).

Article 2 With the common entrustment of Party A and Party B, Party C agrees to escrow and transfer the total house payment except the deposit and final payment, and the amount of transaction fund to be escrowed and transfer is RMB 1,980,000 Yuan.
Party B shall deposit all the house payment besides deposit (including loans) to the "Special Deposit Account for Transaction Settlement Fund of Housing Stock" (hereunder referred to as "Escrow Account"), and when the house transfer registration formalities have been done, Party C shall go through the formalities of escrow fund transfer and transfer the principal and interest of the fund to the settlement account of Party A. Where the house is mortgaged, Party C shall transfer the escrow fund according to the "Entrustment Agreement for Housing Stock Transaction" signed by Party A, Party B and Party C, wherein, the transaction fund (except loans) used by Party C is RMB 0 Yuan of the loan repaid by Party A.

Article 3 Details of the "Escrow Account" are as follows:
Name: Client Transaction Settlement Fund of Nanjing Housing Real Estate Guarantee Co., Ltd.
Deposit Bank: Industrial and Commercial Bank of China
Account No.: 4301016729100055460

Article 4 Party A and Party B shall open a settlement account in the escrow bank respectively and the details of the accounts are as follows:
Account Name of Party A: ZHAO Chengcen
Account No. of Party A: 6222024301053968135
Account Name of Party B: LIU Fulin
Account No. of Party B: 6222024301063028201

Article 5 Where Party B applies for loan for purchasing house, while the loan bank fails to grant the commercial loan within 3 workdays since the next day after the date of applying for house transfer registration, Party A and Party B agree to go through formalities of revocation at the ownership registration window timely, and when the revocation formalities are done, they shall go through formalities of escrow cancellation at the fund escrow window.

Article 6 Where Party A and Party B terminates the transaction, Party C shall transfer all the principal and interest of the escrow fund to Party B's account after the fund escrow is cancelled; where Party B applies for loan and the loan has been granted, Party C shall transfer the loan to the loan bank, the interests generated thereof shall be borne by Party B, and Party C shall transfer the fund with the certificate of loan settlement issued by the loan bank.

Article 7 The interest within the escrow period shall be calculated according to interest rate of current deposit stipulated by the bank for the corresponding period from the time when the fund actually enter into the account.

Article 8 Party A and Party B guarantee that any disputes occurred due to the house transaction (including the safety and feasibility of the transaction and other matters irrelevant to the agreement) are irrelevant to Party C and Party C shall bear no obligations for the disputes.
Any disputes occurred when Party A and Party B sign, perform and terminate the Transaction Contract shall be solved through negotiation or legal ways.

Article 9 Liabilities for Breach of Contract
(1) Where Party A has any behaves which may endanger safety of the transaction settlement fund or lead Party B or Party C to economic losses when signing and performing the contract, Party A shall bear liabilities of compensation according to laws.
(2) Where the escrow fund is lost due to improper keeping of the vouchers and information of the personal banking settlement account by Party A and Party B, they shall bear corresponding liabilities by themselves.
(3) Where the escrow fund is frozen or transferred by the judicial organs due to reasons of either Party A or Party B, the responsible party shall bear corresponding responsibilities; where the other two parties also suffer from economic losses, the responsible party shall compensate for the losses according to laws.
(4) After signing the contract, where either party fails to perform the contract unilaterally, thus leading to economic losses, the responsible party shall compensate for the losses.
(5) Where the transaction is terminated due to reasons of both parties or either party, Party C is entitled to suspend the transaction funds transfer and bear no economic or legal responsibilities, until Party A and Party B reach consensus or provide valid judicial documents.
(6) Where the transaction is terminated due to disapproval of registration by the registration authority, Party A and Party B shall bear corresponding responsibilities respectively. Where Party B applies for bank loan, he/she shall actively assist to go through formalities of loan repayment and bear corresponding interest.
(7) Any responsibilities and obligations of the entrusted agents during performing the contract shall be born by Party A and Party B respectively.

Article 10 Any disputes occurring during performing the contract shall be solved upon negotiation of Party A, Party B and Party C; where such negotiation fails, the disputes shall be submitted to the local people's court for lawsuit.

Article 11 This contract is in quadruplicate which will take into effect with signatures or seals of Party A, Party B and Party C. Party A and Party B hold one copy respectively and Party C holds two copies.

Party A: (signature)
Co-owner: (signature)
Agent:
Tel:

Party B: (signature)
Co-owner: (signature)
Agent:
Tel:

Party C: Nanjing Housing Real Estate Guarantee Co., Ltd. (special seal for fund escrow service 2)
Signing date: Apr. 10, 2012