Purchase Agreement for Property of the Sanya Bay La Costa Seaside Hotel

Exhibit 4.22

Purchase Agreement for Property of the Sanya Bay La Costa Seaside Hotel

The Seller (“Party A”): Beijing Hengxinjiahua Investment Consultancy Limited

The Buyer (“Party B”): Beijing ▇▇ ▇▇▇▇ ▇▇▇▇ Ze Technology Development Co., Ltd.

Whereas:

 

1.

Beijing Hengxinjiahua Investment Consultancy Limited (“Party A”) is a limited liability company organized and existing under the laws of the People’s Republic of China and its registered address is ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇, ▇▇ Zhi Men Wai Street, Xicheng District (De Sheng Technology Zone), Beijing; Party A is entitled to all the legitimate rights and interests of the property of the Sanya Bay La Costa Seaside Hotel which is located at ▇▇. ▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇.

 

2.

Beijing ▇▇ ▇▇▇▇ ▇▇▇▇ Ze Technology Development Co., Ltd. (“Party B”) is a limited liability company organized and existing under the laws of the People’s Republic of China and its registered address is D-305, ▇▇.▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; Party B has conducted an on-site investigation on the current situation of this project and other necessary investigation on this project, and desires to purchase and acquire the ownership of and the use right to the property of the Sanya Bay La Costa Seaside Hotel pursuant to this agreement;

 

3.

Party A and Party B acknowledge that “the property of the Sanya Bay La Costa Seaside Hotel” herein refers to the 44 suites of property rooms in the Sanya Bay La Costa Seaside Hotel (hereinafter referred to as the “Target Property”) with a total area of 2,912.97 square meters. Please see Schedule A- “Particulars of the 44 Suites of Property Rooms”.

Party A and Party B, through friendly negotiation, hereby enter into the following agreement dated March 15, 2012 with respect to Party B’s purchase of Party A’s Target Property:

Article 1 Aggregate Price

The parties hereto agree that the aggregate price for Party A to sell the Target Property to Party B (the “Aggregate Price”) is RMB82,500,000.00. This price is based on the actual areas as measured set forth in Schedule A.

 

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Article 2 Type of Payment

Party B shall pay 50% of the Aggregate Price to the bank account designated by Party A within 10 business days after the date of this agreement. Upon Party A’s completion of online execution for Party B, Party B shall pay the rest 50% of the Aggregate Price to the bank account designated by Party A.

Article 3 Delivery of Property and Right Certificate

(1) Title Transfer by Online Execution

Party A warrants that both of building ownership certificate and land-use rights certificate of the 44 suites of rooms of the Target Property will be registered under the name of and transferred to Party B within two months after the date of this agreement.

(2) Use of Supporting Facilities

Party A warrants that relevant supporting facilities of the Target Property including those with respective to running water, sewage treatment, hot water, reclaimed water, electricity and heating, and will meet the state standards for property delivery upon the delivery of the Target Property.

Article 4 Ownership Warranty

Party A warrants the ownership of the Target Property shall be free of defects; Party A further warrants that there are no property disputes or debt disputes over the Target Property. Party A shall be fully accountable in the event that, due to Party B, the Target Property is unable to be registered under the name of Party B or any debt dispute concerning the Target Property arises.

Article 5 Default and Force Majeure

Unless this agreement is terminated as a result of force majeure, state laws and regulations, policy restrictions or government acts, if Party A fails to transfer the titles of all 44 suites of property rooms of the Target Property to Party B within 2 months, it will constitute a breach of this agreement by Party A. Under such circumstances, Party A shall make a payment in amount of 10% of the Aggregate Price to Party B and complete the title transfers within one month. If Party B delays in paying the purchase price due for more than three days, it will constitute a breach of this agreement by Party B, upon which Party B shall make a payment in amount of 10% of the Aggregate Price to Party A.

Where this agreement is terminated as a result of force majeure, state laws and regulations, policy restrictions or government acts, the advance payment shall be unconditionally released and returned to Party B within two business days after such termination.

 

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Article 6 Exclusive Term

Except otherwise agreed by the parties hereto, Party A warrants that it will not sell, offer to sell, or dispose, directly or indirectly, the Target Property to any third party by signing written letter of intent, memorandum, agreement or otherwise, before termination of this agreement or within a term otherwise agreed by the parties hereto.

Article 7 This agreement shall be effective upon the date of the execution by legal representatives or authorized representatives of the parties hereto and the affixation of the seals of the parties hereto.

Article 8 This agreement is made in four counterparts. Party A and Party B respectively hold two counterparts. Each counter shall be equally valid and binding.

 

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Signature Page

 

Party A: Beijing Hengxinjiahua Investment Consultancy Limited

Authorized Representative: ▇▇▇▇▇ ▇▇▇▇

Signature:/s/ ▇▇▇▇▇ ▇▇▇▇

(Official Seal)

 

Party B: Beijin ▇▇ ▇▇▇▇ ▇▇▇▇ Ze Technological Development Co., Ltd.

Authorized Representative: Tianquan Mo

Signature:/s/ Tianquan Mo

(Official Seal)

 

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Schedule A

Particulars of the 44 Suites of Property Rooms

 

Floor		Room No.		Floor Area (m2)
2		2012		66.16
2		2018		66.16
2		2026		66.16
3		3006		66.16
3		3020		71.44
7		8016		66.16
7		8022		66.16
7		8028		66.16
8		9018		66.16
8		9022		66.16
8		9028		66.16
8		9032		66.16
9		1012		66.16
9		1018		66.16
9		1026		66.16
9		1030		66.16
9		1038		66.16
10		1106		71.08
10		1110		66.16
10		1118		66.16
10		1120		66.16
10		1126		66.16
10		1130		66.16
10		1136		66.16
11		1208		66.16
11		1212		71.45
11		1218		66.16
11		1222		66.16
11		1228		66.16
11		1232		66.16
11		1236		66.35
2		2032		66.16
3		3026		66.16
7		8032		66.16
2		2029		66.33
7		8023		66.16
9		1023		66.16
9		1025		66.16
10		1117		66.53
10		1115		66.16
11		1211		66.53
11		1231		51.50
7		8031		66.16
11		1223		66.16
44				2912.97

 

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