China Orient Asset Management Corporation Beijing Office

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1

China Orient Asset Management Corporation

Beijing Office

AUCTION
ANNOUNCEMENT

N
on
-
P
erformed
L
oans

Transaction No.
:

COAMC2008BJ01



January

7
, 200
8


China Orient Asset Management Corporation

Beijing

Office

(“Orient”) is pleased to
announce
its intention to
sell the
non
-
performed loans portfolio

specified below
(the
“Portfolio”)
by means
of sealed bid auction to international and domestic investors.


I.

Description of t
he Portfolio

Portfolio No.

Location

Name of
Portfolio

Number of
Borrowers

O
utstanding
Principa
l
Balance

Character
istic

of
P
ortfolio

COAMC2008BJ01

Beijing

H
ua Xia

B
ank
-
NPL

33

1
,
097
.
5788

S
mall number of Borrowers;
Most
of the
Borrowers
located in

Beijing
;
T
he OPB
of
a Single
Borrower is in a
large
amount
.

Note: The above OPB information is calcula
ted as of
September
3
0,
200
7

(unit:
million

RMB
Yuan)
.

Special
N
ote:

The

above

information is
only for
your
reference
, for which

Orient
shall
not
be held liable
.

The investors
shall

specify
,

in the Statement of Intent to Participate
,

the number of the
Port
folio
, the Transaction of which they intend to participate in. Please note that there
are maybe some changes to the conclusive composition and scale of
the

P
ortfolio.

Details of the
Portfolio

and the Transaction Procedures will be provided in the
Confident
ial Information Memorandum (“CIM”), to be distributed to each
of the
investor
s

who successfully register
on or around

the
date

specified in the Transaction
Time Table.

II.

Transaction Procedures and Time Table

The Anticipated Transaction
Time Table

is presente
d
as
below. Please note that this
schedule is preliminary and is subject to
any
change without prior notice:


2


Procedure

Anticipated Date

Brief Public Announcement

Jan
5
, 2008

Sat


Loan Portfolio Auction Announcement

Jan
7
, 2008

Mon


Release of Due Dilig
ence Information Package and Investor
Review Files; First day for Due Diligence of Registered
Investors

Jan 7, 2008

Mon


Distribution of Confidential Information Memorandum

Jan 14, 2008

Mon


Distribution of draft LSPA

Jan 14, 2008

Mon


Deadline for Regi
stered Investors’ comments on draft LSPA

Jan 21, 2008

Mon


Distribution of Final LSPA


Jan 24, 2008

Thu


Deadline for Registered Investors’ questions

Jan 28, 2008

Mon


Distribution of Auction Bidding Instructions

Jan 28, 2008

Mon


S
ubmission of Statem
ent of
I
ntent to
P
articipate, executed
Confidentiality Agreement
and
other registration documents;
Deadline for payment of Registration Fee

and Bid Deposit by
Registered Investors

Feb 14, 2008

Thu


Submission of the Bids by Qualified Bidders

Feb 15, 2008

Fri


Note: LSPA refers to Loan Sale and Purchase Agreement.


III.

Investor Registration

The investor
s

who successfully register would be qualified to participate in the
Transaction. To be considered
as
a qualified bidder,
each of the

interested investors
are a
sked to complete the following registration requirements, which is essential to an
investor’s successful registration:



To deliver to
Orient

a duly signed
Statement of Intent to Participate,
both in
Chinese and English,
in the
form of Attachment 1 hereto

(d
omestic investors
only provide the same in Chinese)
;


3



To deliver

to
Orient
an executed
Confidentiality Agreement
,
both in Chinese
and English,
in the form of Attachment
2 hereto

(domestic investors only
provide the same in Chinese)
;



To deliver to Orient a c
opy of the
Business License

(or the
Registration
Certificate
) and a copy of the
Article of Association
. For domestic investors,
these copies should be

stamped with the official seal
; for international
investors, these copies should be

signed by the authori
zed signatory
as
a
certified true copy;



To pay the Registration Fee and deliver to
Orient

a completed and executed
Wire Transfer
Instruction and Notice
,
both in Chinese and English,
in the
form of Attachment 3 hereto

(domestic investors only provide the sa
me in
Chinese)
.

The above executed documents in original should be delivered in person or by express
courier to the following address (the “Address for Receiving Registration Documents”)
not later than 1
7
:00 (Beijing time) on the deadline
as stated in the

Transaction Time
Table.
Facsimile copies will not be accepted.

Orient will reserve the right to decide, in its sole and absolute discretion, to refuse to
grant the qualification to participate in the Transaction to any investor without giving
any reasons
to such investors.
The i
nvestors who wish to participate in the
Transaction are encouraged to deliver
all
the required documents on time.
For t
he
investors who
fail to

submit the
registration
documents
and pay the registration
fee before the deadline,

the
distribution of IRF and other files
to such investors
will be delayed accordingly.

Orient reserves its right to request
any

investor to
provide additional information based on the documents submitted by such
investor.

Both the international and domestic i
nvestors are welcome to participate in this
Transaction. However,

the
officials
of any government agencies,
the employees of
any
financial regulatory authorities, any political, judicial or public security
departments, any employees of Asset Management Cor
poration, any
management of the original borrowers
associated with

the
Portfolio
, or any legal
advisors, accountants or any other intermediaries, who have been involved
directly or indirectly in
the resolution of this Portfolio
, are not allowed to
particip
ate in this Transaction.

Orient permit
s

any Bidding Consortiums to participate in the Transaction.

Address for receiving Registration Documents:


JunZeJun Law Offices


3/F, Ping'an Development Mansion

ZIP
Code:

100007

Tel:
(+86
-
10
)
8408 5858
-
181

(Han Jing)

(+86
-
10) 8408 5858
-
199 (Zhu Yan)


4

No.68, Dongsishitiao, Beijing


Attn:
M
s. Hanjing
/Zhu Y
an

F
ax:
(+86
-
10
)
8408

5338

E
-
mail:


hanjing
@junzejun.com

zhuyan@junzejun.com


As the underlying terms and goals of
the Confidentiality Agreement (
the

CA
”)

have
bee
n accepted as standard within the distressed asset community, please note that
Orient does not accept any comments on nor any modifications to the CA. Orient
reserves the right, in the exercise of its sole and absolute discretion, to reject any such
attemp
ted modifications to the CA or to any other documents attached to this
Announcement. As the modified CA and/or any modified documents attached to this
Announcement will be rejected, the submission of such modified CA or documents
may result in delay in you
r receipt of Due Diligence Information.


IV.

Registration Fee

In order to
submit a
bid
for the

Portfolio
, interested investors are required to pay a
Registration Fee
denominated in RMB or US dollar
at the rate
s

as set forth below to
Orient

no later than

1
7
:00
(
Beijing

time)

on

February 14
,
2008

as
stated

in the
Transaction Time

T
able. The
W
ire
T
ransfer
I
nstructions for such payments are
described in Attachment 3 hereof.

The international investors may choose to pay the
Registration Fee
denominated

in US dollar.

Please note that the Registration Fee is not refundable under any circumstances, and

it

will neither be credited for the purchase price
to be paid by

any successful bidder nor
refunded as part of the deposit for any unsuccessful bidder.

Portfolio No.

Regi
stration Fee (unit: Yuan)

USD

RMB

COAMC2008BJ01

$
7
,000


5
0
,000


V.

Other Matters


5

This Announcement does not constitute an offer to sell the
Portfolio
. The bidder may
make an offer to purchase

the
Portfolio

in accordance with the terms and conditions
outlined in the CIM and in the LSPA provided by Orient. Until s
uch time that
the
LSPA is
executed
, neither Orient nor any of its advisors or consultants in connection
with the Transaction, will
undertake

any responsibility to any potential, registered, or
qualified bidders.

A
ll communications

relating to the Portfolio
, oral or written,

shall be directed to
Orient,
except the Registration Documents and
unless otherwise
provided

in the CIM.
The principal Orient contact persons are as follows:


Contact Person

Telephone Number

E
-
mail

Mr.
Zhao Zhenghui

(+86
-
10
)
6716
5566
-
6
287
-
6287

zhaozhenghui@coamc.com.cn

Ms. Sun Lu

(+86
-
10)
6716
5566
-
6287
-
6296



Orient is open to any comments, suggestion or objection from all relevant authorities
or people

in relation to the sale of the Portfolio
. In case that you have any difficulties
in inquiring or filing your objection, please call the phone number:

86
-
10
-
66507721
.


Attachment 1: Statement of Intent to Participate

Attachment 2: Confidentiality Agreement

Attachment 3: Wire Transfer
Instructions and Notice

Attachment 4: Description of
the
Loan
Portfolio

6

ATTACHMENT 1

Statement of Intent to Participate


Date:


To:


China Orient Asset Management Corporation
Beijing

Office

Add.:


3
/
F, Dakang Building, No.44 Chongwenmenwai Dajie, Beijing, 100062,
P
.
R. China


Attn:

Mr.
Zhao Zhenghui

Tel:


(+8
6
-
10
)
6716 5566
-
6287

Fax:


(+86
-
10
)
6719 18
5
5


Re: Auction Transaction of
NPL

Portfolios
(
COAMC2008BJ01
)


In response to your Announcement, we herewith represent that we are not
officials

of
any government agencies, any banking and financial regulatory aut
horities, any
political, judicial or public security departments, nor any employees of Asset
Management Corporation, any management of original borrowers
associated with

the
portfolios mentioned in your announcement, nor personnel of any intermediaries suc
h
as legal advisors or accountants. We wish to participate in
the bidding procedure of
the
following Portfolio
(No.
COAMC2008BJ01
)

of Orient.

Portfolio No.

Intention Statement (Please fill in with



)

COAMC2008BJ01



Please send the LSPA, CIM and Auction Bidding Instructions to the following person
through the following
e
-
mail and a confirmation for receipt of such documents
delivered from such e
-
mail address shall be deemed as our acknowledge
ment
:

Investor Name:

Name:

Title:

Tel:

E
-
mail:

We enclose fully completed and executed documents as follows:

1.
Confidentiality Agreement


7

2. Wire Transfer
Instruction and Notice

3. Copy of our Business License (or our Registration Certificate) and copy of our
Articles of Association


Sincerely,



Signed By:


Bidder Name




(
Please

s
tamp with the official seal
if you are

one of
domestic investor
s
)


8

ATTACHMENT 2

CONFIDENTIALITY AGREEMENT


Date:


To:


China Orient Asset Management Corporation Beijing Office

Add.:


3
/
F, Dakang Building
, No.44 Chongwenmenwai Dajie, Beijing, 100062,
P.R. China


Attn:

Mr. Zhao Zhenghui

Tel:


(+86
-
10)
6716 5566
-
6287

Fax:


(+86
-
10) 6719 18
5
5


Re: Confidentiality Agreement and
Acknowledgement

of

Orient

Rights


We,


(the “Inves
tor”), intend to participate
in the sealed bid auction (the “Transaction”) of China Orient Asset Management
Corporation Beijing Office (“Orient”) in connection with certain non
-
performing
loan portfolio
(
Portfolio
No.

COAMC2008BJ01
)

(the “Portfolio”). In c
onsideration
of Orient agreeing to supply Confidential Information (as defined below) to the
Investor and entering into negotiations with the Investor relating to the Transaction,
the Investor acknowledges that the Confidential Information is confidential
and is
furnished and received in accordance with the provisions of this Agreement under a
strict duty of confidentiality to Orient and for the exclusive purpose of considering
and evaluating the Portfolios and negotiating the Transaction. The Investor furt
her
agrees and undertakes as follows:


1.


Confidential Information

1.1 For the purposes of this Agreement, "Confidential Information" shall mean all
information of whatever nature relating to the Orient or the Transaction supplied
to the Investor or its age
nts or advisers by or on behalf of Orient in whatever
form made available to or received by the Investor and includes: (i) any such
Confidential Information obtained by the Investor or its agents or advisers
through discussions with directors, officers, th
e management or employees of

9

Orient, or any advisers of such persons; (ii) all agreements, documents and
materials relating to Orient, the Portfolios or the Transaction; (iii) all copies (as
defined in Paragraph 4.2 below) of Confidential Information

(as d
efined herein)
together with any reports, analyses, compilations, studies, or other material or
documents prepared by the Investor or on its behalf which contain or otherwise
reflect such Confidential Information, including, for the avoidance of doubt, the

existence of the Transaction and of the discussions and negotiations relating
thereto and (iv) other documents and information provided by Orient to the
Investor or to its agents or advisors and unknown in the public domain.

1.2 Confidential Information
shall not include any such Confidential Information
which (i) is in or which comes into the public domain unless it is in the public
domain as a result of a breach by the Investor or any Authorized Person (as
defined in Paragraph 3.1 below) of the obligat
ions contained in this Agreement,
in which event such Confidential Information shall form part of the Confidential
Information, (ii) was available to Investor or any Authorized Person prior to its
disclosure hereunder not as a result of confidential by any

third party, (iii)

becomes available to the Investor or any Authorized Person from a source that is
not, to their knowledge, subject to a confidentiality agreement with Orient, or
(iv) Investor can demonstrate has been developed by one or more of the
Auth
orized Persons without reliance on the Confidential Information.


2.

Confidentiality Obligations

2.1 Access to and receipt of Confidential Information made available by Orient or
delivered to or otherwise provided to the Investor shall be in accordance with

instructions and requirements prescribed by Orient either generally or on each
particular occasion and Confidential Information made available at Orient’s
premises shall not be removed from Orient’s premises or such other location as
it may be available w
ithout Orient’s prior written consent.

2.2 The Investor agrees to keep confidential all Confidential Information and not to
disclose any Confidential Information to any person save as permitted by this
Agreement. The Investor shall use Confidential Inform
ation solely for the
purpose of considering and evaluating the Portfolios and negotiating the
T
ransaction and not for any

other

purpose. The Investor shall not, without the
prior written consent of Orient, disclose Confidential Information to any person

10

ot
her than an Authorized person in accordance with Paragraph 3. The Investor
undertakes to ensure that the Confidential Information is protected against theft
or unauthorized access and that no one receives Confidential Information from
the Investor unless a
uthorized.

2.3 The Investor agrees and undertakes to fully comply with all relevant laws,
regulations, rules and directives applicable to Orient in supplying or making
available and the Investor in accessing and using the Confidential Information or
other
wise relating to the Portfolios or the Transaction.

2.4

Without limiting the Investor’s other or further confidentiality obligations

(whether under this Confidentiality Agreement, at law or otherwise), the
Investor further agrees and undertakes not to dis
cuss any matters with or provide
to documents relating to the Portfolios or receive from any other known
potential investor of the Portfolios any information or documents relating to the
portfolios or the marketing and sale of the Portfolios and the Transa
ction.

2.5 With respect to the Confidential Information obtained by the Investor prior to
the execution of this Agreement

(if any), the Investor agrees to keep such
information confidential in accordance with this Agreement.


3.

Disclosure to Authorized Pers
ons

3.1
I
nvestor and Orient agree that the following persons shall be “Authorized
Persons”:

(i)
s
uch directors, officers and employees of the Investor and any entity
controlling, controlled by or under common control with the Investor as
are properly and

legitimately involved in considering and evaluating the
Portfolios and negotiating the Transaction;

(ii)

p
rofessional advisers and/or consultants engaged by the Investor or by
any entity controlling, controlled by or under common control with the
Investo
r to advise in connection with the consideration and evaluation of
the Portfolios and/or negotiation of the Transaction;

(iii) bankers engaged for the purpose of securing financing for the Transaction;
and


11

(iv) any person whom Orient may have agree
d

in wr
iting may receive
Confidential Information.

3.2 The Investor may disclose some or all of the Confidential Information to any
Authorizes Person provided that it will procure that each Authorized Person is
made aware (in advance of the disclosure of any Con
fidential Information) of
the provisions of this Agreement and that the Investor will ensure that each
Authorized Person adheres to those provisions as if it was a party to this
Agreement (and the obligations imposed on the Investor in this Agreement were
equally binding on the Authorized person).

3.3 The Investor agrees that it shall be liable for any breach of any of the provisions
of this Agreement by any Authorized Person as if it was the Investor that had
breached the provision(s).

3.4 Investor will
send to Orient the Disclosure of Advisors Statement in the form
attached to this Agreement as Exhibit A, once it retains, employs, hires, is
advised by, consults or contacts with any advisors for the purpose of the
Transaction. If Investor retains, employs
, hires, is advised by, consults or
consults with an advisor that to Investor’s knowledge, whether actual (including
notification thereof by Orient) or constructive, has been previously retained by
any other potential investor for the Transaction, Investor

must require the
advisor to establish appropriate measures and procedures to prevent such
advisor from colluding, conspiring, conniving or agreeing, directly or indirectly,
with any other potential investor, firm, entity or person to submit a competing
bi
d in connection with the Transaction or to refrain from submitting a bid in
connection with the Transaction or in any manner, directly or indirectly, seek to
agree or collude or communicate or confer with any other potential investor,
firm or person to fix

the price or prices in Investor’s bid or in the bid of any
other potential investor. Investor will inform Orient promptly of the extent and
means of such measures and procedures, Investor agrees and acknowledges that
Orient, in the exercise of its sole an
d absolute discretion, may disqualify
Investor if it determines that Investor might have breached any representation or
warranty set forth in this Agreement or if any advisor of Investor might have
participated in any conduct prohibited by this Agreement.



12

4.

Copies

4.1 The Investor may take such copies only as are strictly necessary for the
consideration and evaluation of the
P
ortfolios and negotiation of the
Transaction. All
c
opies should be clearly marked as confidential and held
subject to and in accordan
ce with the terms of this Agreement.

4.2 For the purpose of this Agreement, “Copies” shall mean copies of Confidential
Information including any document, electronic file, note, extract, analysis or
any other way of representing or recording and recalling

Confidential
Information which contains, reflects or is derived from the Confidential
Information.


5.

Disclosure Requires by law

5.1 If the Investor becomes aware that it may be required by law, regulation,
regulatory authorities or order of a court of com
petent jurisdiction to disclose
any of the Confidential Information, it will immediately notify Orient in writing
of that fact, all relevant surrounding circumstances and the Confidential
Information to be disclosed. If the Investor is not permitted so to
notify Orient
before such disclosure is required it will so notify Orient immediately after the
disclosure had been made.

5.2 Prior to any such disclosure, the Investor will

(unless not permitted) consult
with Orient as to how to avoid or limit disclosure

and will obtain any assurances
which may be available as to confidential from the body to whom the
Confidential Information is to be disclosed. Subject to the foregoing, the
Investor may, to the minimum extent required to do so, make disclosure of the
Con
fidential Information as required by law, regulation or order of a court of
competent jurisdiction.

5.3

The Investor shall inform Orient immediately upon becoming aware

or
suspecting that the Confidential Information has been disclosed to any
unauthorized

party.


6.

Return of Confidential Information


13

6.1 If Orient should at any time and in its absolute discretion determine that the
Transaction will not proceed or if Orient enters into a sale or negotiations for the
sale of the Portfolios to another party, i
t may then or at any time thereafter
require the Investor to cease all evaluation and use of the Confidential
Information and, in such event:


6.1
.
1

the Investor will return to Orient, or will alternatively

(if and as Orient
may direct) destroy or perm
anently erase, the Confidential Information
and Copies that are in its possession and will ensure that each Authorized
Person will do the same;

6.1.2 the Investor will destroy all documents prepared by or for it or in its
possession which incorporate any o
f the Confidential Information and will
ensure Authorized Person will do the same.

6.2 Notwithstanding
C
lause 6.1, the Investor may for the purpose only of
understanding the non
-
performing loan and property markets in the People’s
Republic of China retain
pricing models and analyses derived from Confidential
Information provided that (1) such models and analyses do not contain any
Confidential Information which is personal or private in nature and (2) such
models and analyses are and continue to be held as
Confidential Information in
accordance with the provisions of this Agreement.

6.3 If Orient should so require, when notifying the Investor of its determination
under
C
lause 6.1, the Investor shall, when returning the Confidential
Information and Copies un
der
C
lause 6.1 and retaining the models and analyses
under
C
lause 6.2, provide to Orient a Letter of Certification duly executed by a
properly authorized officer of the Investor (or other person acceptable to Orient
) confirming that to the best of the dec
larant’s knowledge, information and
belief the Investor has complied with all of its obligations under
C
lause 6.1 and
describing the models and analyses intended to be retained under
C
lause 6.2
above.


7.

Restriction on the Investor

7.1 The Investor hereby a
cknowledges and confirms that no right or license has
been granted to it in relation to the Confidential Information except as expressly
set out in this Agreement.


14

7.2

The Investor

undertakes that neither it nor any party on its behalf will contact
any
borrower, mortgagor, guarantor or other security provider of relating to
the Portfolios(or any director, supervisor, officer, manager or employee of any
of them) or any tenant, occupier, holder or user of any property secured in
favor of Orient to discuss
any matter or to provide or receive any information
relating to the Portfolios or the sale of the Portfolios without the prior consent
of Orient.


8.

Basis of disclosure of Confidential Information

8.1 This Agreement and the supply of any Confidential Inform
ation in accordance
with it to the Investor shall not constitute an offer or invitation for the sale or
purchase of the Portfolios. The Investor acknowledges that Orient is under no
obligation to accept any offer which may be made by the Investor to buy th
e
Portfolios and the obligations of the parties in relation to the transaction will (if
a
ny
) be constituted solely by the duly executed sale and purchase agreement for
sale of the Portfolios entered into between Orient and the Investor.

8.2 No representat
ion or warranty, express or implied, is or will be made, and no
responsibility or reliability is or will be accepted by Orient in relation to the
accuracy or completeness of any Confidential Information made available to the
Investor ex
c
ept, if the Investo
r is awarded the bid or otherwise sold the
Portfolios, in accordance with and subject to the terms of the duly executed sale
and purchase agreement for sale of the Portfolios entered into between Orient
and the Investor.

8.3 The Investor will rely exclusi
vely on the terms of any sale and purchase
agreement which may be entered into for sale of the Portfolios to the Investor
and, without prejudice to the generality of the foregoing, the Investor agrees that
it will have no claim or cause of action for misre
presentation or otherwise in
respect of or in connection with the Confidential Information unless otherwise
provided in the sale and purchase agreement duly executed by Orient and the
Investor for the Transaction.

8.4 In furnishing Confidential Informatio
n, Orient undertakes no obligation to
provide the Investor with access to any additional Confidential Information, or
to update, or to correct any inaccuracies that may become apparent in the
Confidential Information supplied.


15

8.5 The obligations of the I
nvestor under this Agreement shall be continuing and
shall continue in full force and effect for three years from the date of this
Agreement, save that in respect of any Confidential Information relating to the
Portfolios that are legally transferred to th
e Investor before the expiry of such
period, the Investor’s confidentiality obligations relating to such Portfolios
under this Agreement shall terminate upon the completion of transfer of such
Portfolios to the Investor.


9.

Acknowledgment of Orient Rights

In
vestor acknowledges and agrees that Orient, in the exercise of its sole and
absolute discretion, has the right:

(a)

to request additional or updated information at any time and to refuse to
qualify Investor if, in the exercise of Orient judgment, Investor does

not
have the requisite knowledge, experience, capability or financial and other
resources to enable Investor to evaluate the merits and risks of purchase of
the Portfolios, bid for the Portfolios, complete the purchase of the
Portfolios or engage in busin
ess relating to the Portfolios;

(b)

to withdraw, cancel or modify the terms of the Transaction at any time;

(c)

to accept or reject any bid from the Investor or any other potential
investors of the Portfolios at any time;

(d)

without giving reasons therefore, at any t
ime and in any respect, to
terminate discussions with the Investor or any or all potential investors or
to negotiate with any party with respect to a transaction involving the
Portfolios without prior notice to the Investor; and

(e)

without giving reasons the
refore, at any time and in any respect, to
terminate the participation in the Transaction of the Investor and/or any
other potential investor of the Portfolios.

10.

Indemnity


The Investor undertakes to indemnify and hold harmless Orient against and to
pa
y to Orient any loss or expense incurred by Orient or fine or penalty imposed
on Orient by reason of or arising out of any breach by the Investor or by any

16

Authorized Person of the representations, warranties or obligations contained
herein including, with
out limitation, any costs (including reasonable attorney
fees and disbursements), expenses or other liabilities incurred by Orient in
connection with the enforcement of any of its rights or the obligations of the
Investor or the obligations of any Authoriz
ed Person hereunder or pursuant
hereto.


11.

Governing law and Settlement of Disputes

The validity, construction and performance of this Agreement shall be
governed by the laws of the People’s Republic of China. For any dispute
arising from, or in connection w
ith this Agreement, Orient and Investor shall
attempt to resolve the dispute through friendly consultations. In the event that
there is no satisfactory resolution reached within thirty (30) days after the
commencement of such consultation, this dispute sha
ll be submitted to
resolution by arbitration administered by the China International Economic
and Trade Arbitration Commission (CIETAC) in Beijing, China, in
accordance with the procedural rules of the Commission, which are in effect at
the time the applic
ation for arbitration is made. There shall be three arbitrators,
one of which shall be appointed by Orient, one of which shall be appointed by
Investor, and the third arbitrator, who shall be presiding arbitrator, shall be
appointed by the parties or the C
hairman of CIETAC (as the case may be).
The arbitral award shall be final and binding upon Orient and the Investor.


12.

Entire Agreement

This Agreement contains all the terms agreed by the parties regarding the
subject matter of this Agreement and supersedes
any prior agreements,
understandings or arrangements between them, whether oral or in writing, and
no representation, undertaking or promise shall be taken to have been given or
be implied from anything said or written in negotiations between the parties
p
rior to this Agreement except as set out in this Agreement.


13.

Variation and Waiver


17

No variation or amendment to this Agreement shall be effective unless in
writing signed by authorized representatives of the parties. The failure of
either party to enforce o
r to exercise, at any time or for any period of time, any
term of or any right arising pursuant to this Agreement does not constitute, and
shall not be construed as, a waiver of such term or right and shall in no way
affect that party’s right later to enfo
rce or exercise it.


14.

Severability

The invalidity or unenforceability of any term of or any right arising pursuant
to this Agreement shall not in any way affect the remaining terms or rights.


Yours faithfully,



Acknowledged and agreed for and on behalf of

Prospective
Investor

[Investor’s Name]
:


Signed by:_____________________________


Name
: _____________________________________


Title
: _____________________________________

(
Please

stamp the official seal if you are one of domestic investors)


Date:

___
_____________________


Encl.:
(i)
Business License or Registration Certificate of the investor
; (ii)

the power of
attorney for the authorized signatory


18


19

EXHIBIT A


Form of Disclosure of Advisors Statement


Date:______________


To:


China Orient Asset Manag
ement Corporation Beijing Office

Add.:


3
/
F, Dakang Building, No.44 Chongwenmenwai Dajie, Beijing, 100062,
P.R. China


Attn:

Mr. Zhao Zhenghui

Tel:


(+86
-
10)
6716 5566
-
6287

Fax:


(+86
-
10) 6719 18
5
5



Re:

China Orient Asset Management Corporation
Beijing

Of
fice

-

Loan Portfolio

No.
COAMC2008BJ01


Dear
Ms. [ ]/Mr. [ ]
:

With this letter we disclose fully the name, address, and telephone number of the
firms and individual professionals of each firm that we have retained, used, employed,
consulted or contracted
with, directly or indirectly, in any manner regarding the
above
-
referenced Transaction as follows:

1.

Financial Advisor(s)


Name:________________________________________________________


Address:______________________________________________________


Telep
hone:____________________________________________________


Names of Key Professionals:______________________________________


_____________________________________________________________

2.

Legal Advisor(s)


Name:__________________________________________
______________


Address:______________________________________________________


Telephone:____________________________________________________


Names of Key Professionals:______________________________________


_____________________________________________
________________


3.

Real
E
state

Advisor(s)


20


Name:________________________________________________________


Address:______________________________________________________


Telephone:____________________________________________________


Names of Key Profess
ionals:______________________________________


_____________________________________________________________



Sincerely,



Printed Name:_______________________

Title:____________________________

Invited Name:

_______________________


(
Please

stamp the off
icial seal if you are one of domestic investors)


21

ATTACHMENT 3

Wire Transfer
Instruction and Notice



U
S

Dollar

Remittance


Date: _____________


To:


China Orient Asset Management Corporation Beijing Office

Add.:


3
/
F, Dakang Build
ing, No.44 Chongwenmenwai Dajie, Beijing, 100062,
P.R. China


Attn:

Mr. Zhao Zhenghui

Tel:


(+86
-
10)
6716 5566
-
6287

Fax:


(+86
-
10) 6719 18
5
5



Re
:

Orient Asset Management Corporation
Beijing

Office

-

Loan

Portfolio No.

COAMC2008BJ01

The Registration Fee in

the amount of

USD
[ ]

which is paid
to

Orient Asset
Management Corporation
Beijing

Office
for
Loan
Portfolio
(
No.

COAMC2008BJ01
)

has been wire transferred in immediately available funds to Orient, according to the
following information.


A/C No.:
800107
807328023001

BENEFICIARY’S NAME:
China Orient Asset Management Corporation
Beijing

Office


BANKER:
Bank of China,
Beijing

Branch

SWIFT CODE:

BKCHCNBJ110

FEFERNECE:


China Orient Asset Management Corporation
Beijing

Office



Loan
Portfolio

No.

COAMC2008BJ01
, Registration Fee”


N
ote
:

The Registered Investor shall pay all bank charges relating to
the
amounts
to be wired.



22

RMB Remittance


Date: _____________


To:


China Orient Asset Management Corporation Beijing Office

Add.:


3/F, Dakang Building, No.44 Chongwenmenwai Dajie, Beijing, 100062,
P.R. China


Attn:

Mr. Zhao Zhenghui

Tel:


(+86
-
10)
6716 5566
-
6287

Fax:


(+86
-
10) 6719 1855



Re
:

Orient Asset Management Corporation Beijing Office
-

Loan Portfolio No.
COAMC2008BJ01

The Re
gistration Fee in the amount of

RMB

[ ]
which is paid to Orient Asset
Management Corporation Beijing Office for Loan Portfolio (No.

COAMC2008BJ01
)
has been wire transferred in immediately available funds to Orient, according to the
following information.


A/C No.:
800107807328023001

BENEFICIARY’S NAME:
China Orient Asset Management Corporation
Beijing

Office


BANKER:
Bank of China,
Beijing

Branch

FEFERNECE:


China Orient Asset Management Corporation
Beijing

Office


Loan
Portfolio

No.

COAMC2008BJ01
, Regis
tration Fee”


Note:

The Registered Investor shall pay all bank charges relating to
the
amounts
to be wired.


23

(The following text is applicable both for USD and RMB Remittance)


Details of the wire transfer are also stated below and a copy of relevant wire
transfer
document(s) is attached

to this letter:


Date of Wire Transfer: _____________


Value Date: _____________


Name of
B
ank through which the Registration Fee is remitted: _____________


Copy of relevant Wire Transfer Document(s) attached:
Yes / No



S
incerely,





Name
: _____________



Title:_____________


Investor

Name
: _____________


(Please
s
tamp the official seal
if you are one of
domestic investor
s
)



24

ATTACHMENT 4

Description of the Loan Portfolio


1. Secured or Unsecured Loans


Principal

million


Percentage

Mortgage plus Guarantee

165


15.03%

Mortgage or Pledge

321
.
9070

29.33%

Guarantee

433
.
5591

39.50%

Credit

0

0

Guarantee plus Pledge

177
.
1127

16.14%

Total

1
,
097
.
5788

100%


2. Principal of Loans

Loans (Principal)

Number of Borrowers

Principal

million


percentage

Over 300 million

0

0

0

100
-
300 million

2

300

27.33%

50
-
100 million

3

203
.
4626

18.54%

10
-
50 million

20

566
.
2077

51.59%

3
-
10 million

4

21
.
1255

1.92%

Below 3 million

4

6
.
783

0.62%

Total

33

1
,
097
.
5788

100%