1. SHENZHEN BAUING CONSTRUCTION GROUP CO., LTD., a company limited by shares duly established and existing under and by virtue of the laws of People’s Republic of China, with its registered address at the No. 107, F1 Building, East Industrial Zone, Overseas Chinese Town, Shahe Street, Nanshan District, Shenzhen City, Guangdong Province, in this matter represented by Mr. SHAOBO GU, born on 1970-01-06（January 6th，1970）, Citizen of the People’s Republic of China, holder passport number E2601****, acting in his capacity as Legal Representative of SHENZHEN BAUING CONSTRUCTION GROUP CO., LTD., hereinafter shall be referred to as “SELLER”;
2. PT EKSOTIKA ABADI INDONESIA, a limited liability company duly established and existing under and by virtue of the laws of Republic of Indonesia, with its registered address at Jl. Dr. Ide Anak Agung Gde Agung Kav. E. 4.2. No. 2, Jakarta Selatan, in this matter represented by Mrs. JUMAN GULINAZAER, born on 1979-5-15 (May 15th,1979), Indonesian Citizen, holder identity card number 3172055505******, acting in her capacity as Director of PT EKSOTIKA ABADI INDONESIA, hereinafter shall be referred to as “BUYER”;
PT EKSOTIKA ABADI INDONESIA是一家依照印度尼西亚共和国法律成立和经营的有限责任公司。公司注册地址位于Jl. Dr. Ide Anak Agung Gde Agung Kav. E. 4.2. No. 2, Jakarta Selatan。 JUMAN GULINAZAER女士，生于1979年5月15日，印度尼西亚共和国公民，身份证号码3172055505******，担任PT EKSOTIKA ABADI INDONESIA的董事长，下称“买方”。
（一）PRINCIPLE PROVISIONS 原则性规定
1. SELLER hereby sells its all rights of the shares in the COMPANY to BUYER, and BUYER hereby declares to buy and receive from SELLER all of their Shares, along with all rights arising and inherent in the Shares, with details SELLER will transfer all of its shares as much as 1,500,000 (one million and five hundred thousand) shares or represent 60% (sixty percent) shares in the COMPANY.
BUYER shall pay for the purchase of SHARES owned by the SELLER, with total price USD$ 10,712,718.9 (ten million seven hundred and twelve thousand seven hundred and eighteen and ninety cent United States Dollars), which includes the 5% (five percent) income tax (the buyer should withhoeld and remit the income tax) (Article 4) (hereinafter shall be referred to as “PRICE”), with 2 (two) terms below(1 USD$ = Rp 14.615,-):
1. First Payment in the amount of USD$6,427,631.34 (six million four hundred and twenty seven thousand six hundred and thirty one and thirty four cent United States Dollars), within 7(seven) working days since the date hereof.
2. Second Payment in the amount of USD$4,285,087.56 (four million two hundred eighty five thousand and eighty seven and fifty six cent United States Dollars), after all legal documents regarding change the shareholder composition of PT BAUING CONSTRUCTION GROUP INDONESIA has been completed and no later than 14 (fourteen) working days after the BUYER receive the notification letter from PT BAUING CONSTRUCTION INDONESIA.
1.The Payment of the PRICE shall be paid by transfer to bank account.
这笔款项经由银行转账支付。
2. The PARTIES agree that Payment of PRICE can also be paid by transfer to a bank account other than the bank account referred to in paragraph (1) above, with SELLER’s prior notice to the BUYER.
买卖双方同意除第（1）段所述的银行账户外，卖方可提前通知买方将款项转账到另一个银行账户上。
（四）TAX 税金
1. All costs incurred in connection with the transfer of rights to these shares are borne and shall be paid by each party in accordance with their respective parts, including tax that shall be paid by the SELLER in the amount of USD$535,635.9 (five hundred thirty five thousand six hundred and thirty five and ninety cent United States Dollars).
2. The SELLER Tax Payment as referred to in paragraph (1) above shall be withheld and remitted by BUYER in the amount of USD$535,635.9 (five hundred and thirty five thousand six hundred and thirty five and nine cent United States Dollars) within 3 months since the date hereof.
a. The SHARES are really owned by the SELLER, thus the SELLER is entitled and full authority to transfer it;
这些股份实际上归卖方所有，因此卖方有权转让该股份；
b. The SHARES are not involve on any cases/disputes, free from confiscation and not charged any load, not made the guarantee of a debt or is transferred to the other Party and also not empowered to any other person in any form whatsoever, in the event that such power has been made, then the SELLER expresses to revoke and declare that such power is not in effect;
2. The SELLER hereby agrees and binds itself to indemnify the BUYER for any loss arising from any of the guarantees provided in paragraph (1) proved to be incorrect and directly or indirectly inflicting loss to the BUYER.
1. This AGREEMENT shall be governed and construed in accordance with the laws of the Republic of Indonesia.
本协议受印度尼西亚共和国的法律管辖和诠释。
2. The parties agree to waive the provisions of article 1266 and 1267 of the Indonesian Civil Code to the extent that such Articles require court approval to terminate this AGREEMENT.
HE PARTIES are to be committed to settle any dispute(s) arising. In the event that such disputes cannot be settled within 14 (fourteen) days from the first meeting between the PARTIES to resolve such dispute(s) or such longer period as may be mutually agreed, such dispute(s) shall be referred to and finally resolved by arbitration in Hong Kong in accordance with the Arbitration rules of the Hong Kong International Arbitration Center (“HKIAC”) for the time being in force, which rules are deemed to be incorporated by reference into this paragraph. The tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the HKIAC and the official language of the arbitration shall be English. The award of the arbitrator shall be final and binding on the PARTIES.
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