APARTMENT PURCHASE AND SALE CONTRACT

COMPLEX OF BUSINESS CENTERS, SERVICES

AND HIGH-CLASS APARTMENTS FOR SALE

Number: ……… /2019/HDMBCH/Lotus Central

BETWEEN

BAC NINH TRADING AND SERVICE CO., LTD

AND
MR/MRS: …………….

BAC NINH, (25th MAY), 2019

 SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
--------- --------
Bac Ninh, Day....Months....Year

APARTMENT PURCHASE AND SALE CONTRACT

Number: ……… /2019/HDMB/Lotus Central

- Pursuant to the Civil Code dated November 24, 2015, of the National Assembly of the
Socialist Republic of Vietnam.
- Pursuant to the Law on Real Estate Business of November 25, 2014, of the National
Assembly of the Socialist Republic of Vietnam.
- Pursuant to the Housing Law dated November 25, 2014, of the National Assembly of
the Socialist Republic of Vietnam.
- Pursuant to the Law on Protection of Consumer Rights dated November 17, 2010, of the
National Assembly of the Socialist Republic of Vietnam.
- Pursuant to Decree No. 99/2015 / ND-CP dated October 20, 2015, detailed regulations
and guidance on enforcement of several of Housing Law
- Pursuant to Decree No. 76/2015 / ND-CP of September 10, 2015, of the Government
regulations detailing the implementation of articles of the Law on Real Estate Business;
- Pursuant to Decree No. 99/2011 / ND-CP of the Government on October 27, 2011,
detailed regulations and guidance on enforcement of several of the Law on Protection of
Consumer Rights;
- Pursuant to Circular No. 02/2016 / TT-BXD dated February 15, 2016, of the Ministry of
Construction promulgated the Regulation on management and use of apartment
buildings;
- Pursuant to Circular No. 06/2019 / TT-BXD dated October 31, 2019, amended and
supplemented with several articles of the Circulars related to management and use of
apartment building;
- Pursuant to the Certificate of land use rights, ownership of houses and other properties
associated with land No. CB188826 issued by Bac Ninh People's Committee on October
7, 2015;
- Pursuant to Decision No. 373 / QD-UBND of Bac Ninh People's Committee on July 17,
2018, permitting Bac Ninh Trading Service Co., Ltd. to change land use purpose to
build a Complex of Business Centers, Services, and High-class Apartments for sale in
Ninh Xa ward, Bac Ninh city;
- Pursuant to the Construction License No. 1243 / UBND-GPXD by Bac Ninh People's
Committee granted on April 11, 2019;
- Pursuant to Official Letter No. 2687 / SXD-QLN on December 10, 2019, by the
Department of Construction on housing business formed in the future at the Project of
Headquarter, Complex of Business Centers, Services, and High-class Apartments for
sale at Ly Thai To street, Ninh Xa ward, Bac Ninh city;
- Pursuant to the Document No. 277 / SCT-QLTM on December 10, 2019, by the
Department of Industry and Trade of Bac Ninh province to accept contract registration
in accordance with the form

2
- Based on needs and consistency of the parties

We include
I. PARTY A (HOUSE FOR SALE)
BAC NINH TRADING AND SERVICE CO., LTD
Business : Khac Niem industrial cluster, Khac Niem ward, Bac Ninh city, Bac
Registration Ninh province
Address
Business registration : 2300300223 by Department of Planning and Investment in Bac
certificate number Ninh was granted for the first time on 10 April 2017 and changed
tenth times on 10 June 2019
Tax code : 2300300223
Represented by : Nguyen Thi Nhan Position President
ID number : 027167000194 granted on 16/6/2018. By Police Department of Residence
Registration and Management and National Population Database
Phone : 0222.3822696; Fax: ...............;
Account number : 0351001239026 Joint Stock Commercial Bank for Foreign Trade of
Vietnam - Bac Ninh Branch
: 0111052019011 An Binh Commercial Joint Stock Bank - Ha Noi
Branch
II. PARTY B (HOUSING BUYER)
Mr (Mrs) :
Date of birth :
ID number/Passport :
Permanent residence :
Contact Address :
Mobile :
Email :
The two parties agree to sign this apartment purchase and sale contract (referred to as the
"Contract" for short) with the following terms and conditions:
Article Interpretation of words
In this contract, the following words and phrases are construed as follows:
1. “The Board of Directors” includes members elected by the Apartment Building
Conference and authorized by the State agency following current law provisions.
2. "Internal Regulations" are the regulations on management and use of apartment
buildings attached to this Contract and all amendments and supplements adopted by the
Apartment Conference during the management and use of the apartment building.
”Apartment Warranty” is the repair, fix, replacement of items individually listed in
Article 9 of this Contract when damaged, defective or abnormal operation without fault of
the user of the Apartment within the period prescribed by law and in accordance with this
Contract.
3.
4. "Apartment Building Maintenance" is the maintenance, routine maintenance,

3
 correction, and unexpected repair of the Shared Property of the Building in order to
maintain the quality of the Building.
5. “Party A” and “Party B”, respectively, means the seller and the buyer with the
information specified at the beginning of this Contract
6. “Apartment Handover Record” is a document acknowledging the apartment handover
and receipt between Party A and Party B, which is made and signed or deemed signed
between the Parties according to the form issued by Party A.
7. "Parties" means both Party A and Party B, "Party" means Party A or Party B depending
on the context.
8. “Apartment” is an apartment constructed in a closed structure like the approved design
of the Building with the features described in Article 2 of this Contract.
9. "Management Enterprise" is the unit that manages, operates the Building after the
Building is completed and put into use.
10. “Operation Management Services” is the building operation management services,
including management and operation, to ensure the regular operation of the Building.
11. "Gross Floor Area" is the area calculated from the built-up area and walls of the
Apartment, including the floor area with columns, technical boxes located inside the
Apartment.
12. "Apartment Use Area" means the private use area of the Apartment calculated
according to the cleared size and recorded in the certificate issued to the buyer, as
prescribed in Clause 1, Article 2 of this Contract, including the area of partitions in the
rooms of the Apartment and the area of balconies, the lot (if any) attached to the
Apartment; excluding the wall covering the house, the dividing wall of the Apartments
and the floor area with columns, technical boxes located inside the Apartment. When
calculating the area of balconies and the lot, the total floor area shall be calculated
(including the balustrade area if any).
13. "Actual Apartment Use Area" means the area of the Apartment which was accurately
measured at the time of handing over the Apartment as stipulated in Points C and D,
Clause 1, Article 2 of this Contract.
14. “Project” means the Complex of Business Centers, Services and High-class Apartments
for sale at Ly Thai To Street, Bac Ninh City, Bac Ninh Province, invested by Party A,
with the trade name Trading is "LOTUS CENTRAL".
15. “Price for Apartment” is the amount as stated in Article 3 of this Contract.
16. “Certificate” means a certificate of land use rights and ownership of houses and other
land-attached assets issued by a competent state agency to Party B in accordance with the
land law.
17. “Apartment Building Conference” is a conference of representatives of the owners of
the Apartment or the occupants if the owner does not attend (including the case of handing
over the Apartment or other areas in the apartment building but not yet fully paid to the
investor, except for cases of termination of sale, purchase or lease-purchase of the
Apartment).
18. "Contract" or "Apartment Sales Contract" means this apartment sale and purchase
contract and all attached annexes as well as any amendments and supplements in writing
to this Contract by the Parties established and signed during the implementation of this
Contract.
19. "Maintenance Funding of the Shared Area of the Building" is an amount of 2% of the
Sale Price of the Apartment excluding VAT as provided for in Article 3 of the Contract,

4
 the Parties are obliged to contribute to their own possession for the maintenance of the
Shared Area of the Building.
20. “The proprietary part of party A” means the area of the Building that Party A has not
yet sold or retained but is retained for use or business as expressly agreed by the Parties in
Clause 2, Article 11 of this Contract.
21. “The proprietary part of party B” is the part of Party B's private ownership specified in
Clause 1, Article 11 of this Contract.
22. "Shared Part of the Building" is the area and equipment under common ownership and
use in the Building in accordance with the housing law and agreed upon by the Parties
expressly in Clause 3, Article 11 of this Contract.
23. “Monthly Management Fee” means the monthly fees and expenses paid by owners for
Management Services as outlined in this Contract and the Rules.
24. "Force Majeure Event" is an event which occurs objectively which each Party or the
Parties in this Contract cannot predict and cannot remedy to fulfil its obligations under
this Contract, despite all measures taken necessary and permissive capabilities. Cases
deemed to be force majeure events are mutually agreed upon by the Parties in Article 15
of this Contract.
25. “Building” is a complex of projects invested by Bac Ninh Trading and Services Co., Ltd.,
including apartments, business area, commercial area, services ... and general utility works
of the building, including the campus (if any) of the Project.
Article Apartment Features
Party A agrees to sell and party B agrees to buy 01 (one) apartment as follows:
1. Apartment Features
a. Apartment Location
CONTENT LEGAL NAME TRADE NAME
Apartment Number ... LOTUS CENTRAL
Floor: ... ...
Building: (A/B)
Project Complex of business centers, Complex of business centers,
services and high-class services and high-class
apartments for sale apartments for sale
Apartment Use …….. m2
Area:
Gross Floor Area
Address Ly Thai To Road, Ninh Xa Ward, Bac Ninh City, Bac Ninh province
The year is expected 2021
to complete the
construction:

b. The Apartment Use Area is calculated according to the Carpet area as prescribed in
Clause 12, Article 1 of this Contract. It is the basis for calculating the Apartment Sale
Price as specified in Clause 1, Article 3 of this Contract.
c. The Parties agree and acknowledge that the above Apartment Use Area is provisional and

5
 may be adjusted according to actual measurements at the time of handing over the
Apartment. Party B is responsible for paying the Apartment Sale Price to Party A
according to the Actual Use Area when handing over the Apartment in accordance with
Clause 4, Article 3 of this Contract.
d. In the Minutes of Hand-over of Lease Apartment, the Parties agree to specify the Actual
Apartment Use Area when handing over the Apartment and the area difference from the
Apartment Use Area specified in Point b above ( if any). The Apartment Handover
Memorandum is an integral part of this Contract. The Apartment area recorded in the
Certificate of Grant to Party B is determined according to the actual Apartment use area.
e. Gross Floor Area is calculated in accordance with Clause 11, Article 1 of this Contract.
f. Purpose of use Apartment: For living.
2. Features of land for building Apartments:
a. Land Parcel Number 48,
b. Land Parcel Address: Ly Thai To Road, Ninh Xa Ward, Bac Ninh City, Bac Ninh
province
c. Land Area: 6.024,5 m2.
Article Price for Apartment, maintenance fee, payment method and payment term
1. Price for Apartment
a. Price for Apartment
The selling price of an apartment is calculated using the formula of the unit price for 01
m2 (one square meter) of use of the apartment (x) with the total area of use of the
apartment for sale, namely …… .. m2 of use (x) …… .Dong / 1 m2 = ………. Dong (In
words :).
Giá bán căn hộ quy định tại điểm này đã bao gồm giá trị của quyền sử dụng đất và thuế
giá trị gia tăng và kinh phí bảo trì của khu vực chung của tòa nhà chung cư. Which:
- The selling price (inclusive of the value of land use rights but exclusive of value-added
tax and Maintenance Funding of the Shared Area of the Building and other taxes) is:
Number: ..... Dong (in words:);
- Value-added tax (temporarily calculated): …… dong (In words:); This tax is not
calculated on land levies paid to the State according to the provisions of law. Value-
added tax may change according to a decision of a competent authority;
- Maintenance Funding of the Shared Area of the Building of the apartment building is
equal to 2% of the Apartment Sale Price (temporarily calculated) by Party B: ... VND (In
words:).
b. The selling prices of apartments mentioned at point A of this Clause do not include the
following:
(i) Registration fee, other fees, charges and other expenses as prescribed by law related
to the implementation of the procedures for obtaining Certificate for Party B. These
fees and charges are paid by Party B.
(ii) The cost of connecting, installing equipment and using services for the Apartment
includes: postal, telecommunications, television, electricity, water and other services
that Party B uses for the Apartment or only for Party B. These costs are paid directly
by Party B to the service provider.

6
 (iii) Monthly Management Fee: From the date of handing over the Apartment to Party B
as agreed in Article 8 of this Contract, Party B is responsible for paying the
Management Fee as agreed in Clause 4 Article 11 of this Contract.
(iv)The amount of money that Party B must pay in accordance with the Internal
Regulations at each term.
c. The Parties agree that from the date of handing over the Apartment and during the period
of ownership, use of the Apartment, Party B must pay the financial obligations according
to the current regulations, pay the Monthly Management Fee and other fees. Other
services due to the use of utilities such as parking, gas, electricity, water, telephone, cable
TV ... for service providers.
2. Payment Method:
a. Party B will pay in Vietnam dong in the form of cash at Party A's office or transfer to
Party A's bank account according to the information below (or another account appointed
by Party A and notified to Party B from time to at each term):
Account holder Bac Ninh Trading and Service CO.,LTD
Account Number: 0351001239026 Joint Stock Commercial Bank for Foreign Trade of
Vietnam - Bac Ninh Branch
Or: 0111052019011 An Binh Commercial Joint Stock Bank - Ha Noi Branch
b. All bank charges, transfer fees or similar charges payable or payable on that payment will
be subject by Party B.
c. Time of determination of Party B's payment is the time when Party A issues receipts
recording the amount of Party B's payment (if paying in cash) or the amount of the
transfer is credited to the account of Party A (if paying by bank transfer).
3. Payment Term
a. Party B will pay for Party A the Apartment Sale Price according to the following specific
payments:
No Installm Rate Money Time
ent VND
1st
Selling price and VAT right after signing the
1 Installme 20%
sale contract (including deposit amount);
nt
2nd
Selling prices and VAT are not later than
2 Installme 10%
February 28, 2020;
nt
3rd
Selling prices and VAT are not later than
3 Installme 10%
April 30, 2020;
nt
4th
Selling prices and VAT are not later than July
4 Installme 10%
31, 2020;
nt
5th
Selling prices and VAT are not later than
5 Installme 10%
October 31, 2020;
nt
6 6th 10% Selling prices and VAT are not later than

7
No Installm Rate Money Time
ent VND
1st
Selling price and VAT right after signing the
1 Installme 20%
sale contract (including deposit amount);
nt
Installme
December 31, 2020;
nt
The selling price and all the remaining VAT
7th
of the selling price and the entire expenditure
Installme
for maintenance of the apartment building's
7 nt and 25%
shared area according to Party A's notice of
Maintena
handing over apartments (expected on March
nce costs
31, 2021);
According to the notice of Party A when the
8th
Apartment is granted a Certificate of land use
8 Installme 5%
rights, ownership of houses and other land-
nt
attached assets.
Total

b. Term of payment of funding for maintenance of shared area of the apartment building:
Party B is responsible for payment of the entire Apartment Building's maintenance cost
of 02% and Management Fee for the first 12 (twelve) months to Party A according to
Party A's notice of handing over the Apartment. The two sides agreed that Party A is
responsible for depositing this deposit into a savings deposit account opened at a credit
institution operating in Vietnam within 07 (seven) days from the date of the full
collection of funds from Party B in accordance with the provisions of the sales contract
to manage this budget.
Party A will transfer this fund (including the deposit interest rate) to the apartment
building management board after the apartment building management board is
established within 7 (seven) days from the date of recognition of the Management Board
of the competent People's Committee of the place where the apartment building is
located, for maintenance of the area and equipment under common ownership of the
condominium under the provisions of law.
c. In case the payment due date is the same as the working holiday as prescribed by law, the
payment date is the working day following that holiday.

4. Adjusting the Price of Apartments

In case of any difference between the Actual Use Area and the Apartment Use Area as
set out in Clause 1, Article 2 of this Contract, the Sale Price of the Apartment may be
adjusted according to the following principles:
a. If the ratio of area difference is within 02% (Two percent), the Parties shall not adjust the
Apartment Sale Price;
b. If the ratio of difference area exceeds 02% (Two percent), the Parties shall adjust the
Apartment Sale Price according to this actual difference rate, specifically:
(i) The value of this difference is determined based on the unit price of apartments as
prescribed in Article 3 of the Contract multiplied by (x) the difference area.

8
 (ii) The value of this difference will be paid to the other Party by the obligor after the two
parties complete the procedures for liquidation of the Contract.
5. The payment term for Maintenance of Shared Ownership of the Building:
a. Party B is obliged to pay Party A the entire Maintenance Costs of the Shared Property of
the Building prior to the time of handing over the Apartment.
b. Party A is responsible deposit into a savings deposit account opened at a commercial
bank within 07 (seven) days from the date of collecting Party B's funding for temporary
management and notification to housing management agencies. Bac Ninh province
knows. The management of the Maintenance of the Shared Property Area of the Building
shall be conducted in accordance with the law.
c. Within 07 (seven) days from the date of establishment of the Board of Management,
Party A must transfer the Maintenance Costs of the Shared Property of the Building
including the deposit interest rate to the Board of Management for management purposes,
use it in accordance with the law and notify the housing authority of Bac Ninh province
when completing the maintenance of the Building Shared Ownership Cost for this
Project.
Article Work quality
1. Party A is committed to ensuring the quality of the works, including the Apartments
mentioned in Article 2 of this Contract under the approved design or the modified
design approved and used correctly (or equivalent to the quality) materials and
equipment agreed by both Parties and defined in Article 2 of this Contract.
2. Construction progress:
The two Parties agree that Party A is responsible for the construction of houses
according to the schedule, agreement: completion and handover of apartments scheduled
for March 31, 2021.
Party A must build the technical and social infrastructure works to meet the needs of
staying at the Building of Party B under the approved planning, design, content,
schedule and quality assurance under construction regulations and standards set by the
state.
3. Party A hands over the Apartment to put into use for Party B when the construction of
the Building and the technical and social infrastructures are completed under the
schedule stated in the approved Project, ensuring that connected to the region's common
infrastructure.
Article Rights and obligations of Party A
1. Rights of Party A
a. Request Party B to pay the Price of Apartment in accordance with Article 3 of this
Contract and earn interest if Party B fails to make payment according to the schedule
specified in Clause 3, Clause 4 and Clause 5 Article 3 of the Contract. The calculation of
late payment interest is specified in Clause 1, Article 12 of the Contract.
b. Request Party B to perform other financial obligations arising under the provisions of this
Contract, the Appendices to the Contract, the Rules and amendments/supplements at each
term
c. Party B receives handover of the apartment in accordance with the agreement in article 8
of this Contract.
d. To retain ownership of the Apartment and to refuse to hand over the Apartment and/or
deliver the original copy of Party B's Certificate until Party B fulfills its due obligations
as agreed in this Contract and The Appendixes, Liquidation minutes include but not

9
 limited to payment obligations (if any).
e. Before the Board of Directors is established, it has the right to suspend or require the
supplier to stop providing electricity, water and other utility services if Party B or the
user of the Apartment (or the lessee or sub-lessee of the Apartment or the assignee of this
Contract from Party B or the heirs, the giver of the Apartment from Party B or any other
resident or resident of the Apartment) violates the provisions of the Management
Regulations. , using condominiums issued together with the Ministry of Construction's
Circular 02/2016 / TT-BXD, Circular No. 06/2019 / TT-BXD dated October 31, 2019,
and documents amending and supplementing according to from time to time (hereinafter
referred to as "Regulation No. 02") and the Apartment Building Rules after having
notified Party B at least 03 (three) working days in advance about the handling form.
f. Performing the rights and responsibilities of the Board of Directors in the time of not
establishing the Board of Directors: issuing the Internal Regulations; creating the
Building Management Board, selecting and signing a contract with the Management
Enterprise to manage and operate the Building from the time the Building is put to use
until the Board of Management is established.
g. Unilaterally terminate this Contract according to the content of the agreement at Point a,
Clause 3, Article 16 of this Contract.
h. Ask Party B to pay a fine for breach of the Contract or pay compensation for damages
when breaching agreements that are subject to a penalty or compensation in this Contract
or under a decision of competent state authority.
i. Have full ownership, management, exploitation, business, use, disposition and other
rights in accordance with the approved planning, design and relevant laws for the
Ownership Party A's Own
j. Ask Party B to submit papers, documents, documents and taxes and fees to carry out the
procedures for granting Certificate to Party B in accordance with the law and requests of
competent state agencies. Party A will perform the necessary procedures at the competent
authority for Party B to be granted the Certificate in accordance with the current law.
Party A does not commit and is not responsible in case the application for a Certificate of
Apartment for Party B is delayed without the fault of Party A.
k. Installation of billboards with the name of the Building or the Trademark of the Project
Owner is free of charge at the roof and/or the roof space of the Building.
l. Perform other rights as prescribed by law and other terms of this Contract.
2. Obligations of Party A
a. Provide accurate information for Part B about the Apartment and Project in accordance
with the law.
b. Construct the Apartment and the infrastructure in accordance with the approved planning,
the content of the Project file and schedule to ensure that when delivered, Party B can use
and live normally.
c. Apartment design and infrastructure design comply with the planning and the law on
construction.
However, not counting the regulations mentioned above, the Parties agree and agree that
Party A may make adjustments and changes in the design and interior (if any) of the
Apartment provided that the Such adjustments and modifications do not affect the use,
structure of the main items and the adjustment and changes are aimed at improving the
Apartment in a better way based on ensuring the current regulations law.
d. Ensure the quality of construction, technical architecture and fine art of the Building in
accordance with current regulations.

10
e. Preservation the Apartment before the Apartment is delivered to Party B but exempted
from the responsibilities specified in Point i Clause 2 Article 6 of this Contract after Party
B receives the Apartment and is not responsible for natural wear and tear losses of the
Apartment and equipment installed in the case specified in Clause 6, Article 8 of this
Contract.
f. Provide warranties for the Apartment and the Building in accordance with Article 9 of
this Contract.
g. Hand over the Apartment and legal documents related to the Apartment to Party B in the
time agreed in this Contract.
h. Provide guidance and support in terms of procedures for Party B in signing service
contracts with electricity, water, telecommunication and cable providers. For
clarification, the cost of installing the above services (if any) will be paid by Party B to
the supplier.
i. Payment of land use fees and other fees and charges related to the sale of the Apartment
are under Party A's responsibility in accordance with the law.
j. Complete all necessary procedures to request Party B to issue Certificate to Party B in
accordance with this Contract. Party A will send a written notice to Party B about the
submission of relevant documents according to the regulations of the competent authority
so that Party A can carry out procedures for applying for a Certificate for Party B.
Nothing in this Contract shall be construed to require Party A to ensure that the
competent governmental authorities issue a Certificate to Party B or it will be interpreted
as Party A's responsibility. Party B for any delay or failure to issue the Certificate of the
competent authority without fault of Party A.
k. Organizing the first Apartment Building Conference to elect the Board of Directors when
it is eligible to organize the meeting and set up the Board of Management according to
the regulations of the Ministry of Construction; nominate members of the Management
Board, draft the Regulations on management and use of apartment buildings, operation
regulations of the Management Board, introduce the apartment building management and
operation unit to decide on the apartment building meeting. Establish a Building
Management Board under Party A or select and sign a service contract with the
Management Enterprise before the Board has been established.
l. Support the Party B to carry out loan procedures to pay for the purchase of the Apartment
at credit institutions. Party A has the right to refuse support when it deems that this
support violates the terms and conditions of this Contract or affects the rights and
interests of Party B in another cooperative activity or violates regulations related laws.
m. Pay penalties for breach of contract and pay compensation to Party B for breaching
agreements that are subject to fines or compensation in this Contract or under a decision
of a competent authority.
n. Pay the Maintenance Fee for the B Shared Part of the Building to the Part A Own Area
trade and deliver to the Managing Board in accordance with the agreement in Clause 5,
Article 3 of this Contract.
Article Rights and obligations of Party B
1. Rights of Party B
a. Receive the Apartment as prescribed in Article 2 of this Contract with quality and
equipment, materials mentioned in Appendix I attached to this Contract and the
Apartment file, provided that Party B fully and accurately limit your obligations as
agreed in this Contract.
b. Receive a fine from Party A for breach of contract or compensation for damages when

11
 breaching agreements that are subject to a fine or compensation in this Contract or under
a decision of a competent authority.
c. Ask Party A to carry out procedures for requesting a Certificate in accordance with the
law (unless Party B voluntarily performs this procedure).
d. Use the infrastructure services (electricity, water, telecommunications, television ...)
provided by the service enterprise directly or through Party A after receiving the
Apartment in accordance with the provisions on the use of Infrastructure services of
service providers.
e. Receive the Certificate after full payment: (i) 100% of Sale Price of Apartment; and (ii)
fines, damages and other financial obligations arising from this Contract; and (iii)
Maintenance Funds for the Shared Property of the Building and all taxes, fees, and
charges relating to the Apartment as agreed in this Contract and as prescribed by law.
f. Ask Party A to complete the construction of technical and social infrastructures in
accordance with the approved project schedule and contents.
g. Have the right to refuse to hand over the Apartment if the Actual Use Area is less
than/greater than 10% (ten percent) of the Apartment Use Area stated in this Contract.
The refusal to receive the Apartment, in this case, is not considered a violation of Party
B's conditions for handing over the Apartment to Party A.
h. Ask Party A to hold the first Apartment Building Conference to establish the Board of
Directors when it is eligible to set up the Board of Directors in accordance with the law
and the Apartment Building Rules.
i. Ask Party A to consider and assist the loan procedure in paying for the purchase of the
Apartment at the credit institution in case Party B needs to borrow capital from the credit
institutions. Party B acknowledges and agrees that Party A has the right to refuse support
when it deems that assistance violates this Contract or affects Party B's rights and
interests in another cooperative activity or violating relevant laws.
j. Ask Party A to pay the Maintenance Fee for the Shared Areas of the Building in
accordance with the provisions of Clause 5, Article 3 of this Contract.
2. Obligations of Party B
a. Ensure the capacity to perform this Contract and have all the conditions to be granted the
Certificate in accordance with the law and competent state agencies. Solely responsible
for providing information, contacts, telephone numbers for the signing and
implementation of this Contract, this information is the basis for Party A to send notice
and contact with Party B.
b. Full and timely payment: (i) payment of Apartment Sales Price according to Clause 3
Article 3 of this Contract; (ii) Funding for Maintenance of the Shared Area of the
Building in accordance with Clause 5 Article 3 of this Contract; (iii) other payables in
accordance with this Contract, the Internal Regulations; and (iv) fees, charges, costs and
other financial obligations arising out of or related to this Contract, independent of and
with or without notice of payment from Party A. In case Party B is unable to perform this
obligation directly, Party B is responsible for appointing or authorizing another
representative or organization to perform these payment obligations.
c. Receive the apartment and hand over the Apartment Handover Record in accordance with
Clause 5 Article 8 of this Contract.
d. From the date of handing over the Apartment or the Apartment to the building operating
unit as prescribed in Article 8 of this Contract, Party B is fully responsible for the
Apartment (except for the cases under Party A's liability for the legality and warranty of
the Apartment and is solely responsible for the purchase and maintenance of any

12
 necessary insurance policies for all risks and damages related to the Apartment and
warranty Civil liability insurance in accordance with the provisions of law. At the same
time, Party B (and other individuals/organizations buying other apartments under the
Project) are jointly responsible for the right to use the area under the Shared Area of the
Building in accordance with this Contract.
e. From the time of signing or being deemed to have signed the Apartment Handover
Minutes as prescribed in Clause 7, Article 8 of this Contract, including the case that Party
B has not used the Apartment yet, the Apartment will be managed and protected.
Maintain in accordance with Condominium Regulations. Party B must comply with the
provisions of the Apartment Building Rules, Regulations, and pay the Management Fee
and other expenses as prescribed in Clauses 4 and 5, Article 11 of this Contract regardless
of using the Apartment. Household or not.
f. Pay taxes and fees as prescribed by law that Party B must pay in accordance with Article
7 of this Contract.
g. Pay service charges such as electricity, water, cable television, satellite television,
communications etc. and other taxes and fees incurred according to regulations due to
Party B's need for use.
h. Create favourable conditions for the Management Enterprise in maintaining, managing
and operating the Building.
i. After receiving the Apartment, as the owner of the Apartment, Party B (regardless of
whether or not the apartment is directly used) commits that the Apartment will be used
for the right purpose of stay and the right utilities. Next, Party B is responsible for all
wear and tear of the Apartment and equipment installed from the time of handover,
including costs of electricity, water, telephone, etc. and other expenses ( if any).
j. Pay penalties for breach of the Contract and pay damages to Party A when violating the
agreements subject to fines or compensation as prescribed in this Contract or under a
decision of the competent state authority.
k. During the process of Party A's assistance in obtaining the Certificate as prescribed in
Point j, Clause 2, Article 5 of this Contract, Party B is obliged to perform all the
procedures and tasks that Party A requires. with the provisions of law and in cooperation
with Party A, including but not limited to:
(i) ensure its legal rights to purchase and own the Apartment in Vietnam from the date of
signing this Contract and during the process of applying for the Certificate;
(ii) provide fully and promptly all documents as prescribed by law, competent agencies;
(iii) be on time and at the request of the competent authority and/or Party A;
(iv) pay necessary taxes, fees and expenses in accordance with the law relating to and to
apply for the Certificate.
If Party B fails to fulfill its obligations under this point, Party B shall bear all risks and
responsibilities arising from or related to the delay or failure of the competent
authorities certificates and Party A will not be responsible for such delays or omissions.
In case Party B is ineligible to own a house in Vietnam as prescribed by law at the time
of applying for Certificate, Party B agrees to transfer this Contract or implementing
other forms of handling in accordance with the law.
l. During the term of this Contract, Party B or the party acquiring the house or the assignee
of the Apartment purchase contract from Party B or the heirs, receives the Apartment
from Party B or any resident or any other resident at the Apartment must comply with
all terms of this Contract and other agreements relating to the Apartment that Party B
has signed.

13
m. Responsible for the preservation, use and compensation of damages in accordance with
the law in case party B inflict damage to the general property of the building.
n. During the implementation of this Contract and the application for a certificate for Party
B that has not been submitted to the competent authorities, Party B may transfer this
Contract and/or its rights and/or obligations in accordance with this Contract in
accordance with applicable laws provided that Party B has notified Party A and has been
approved in writing by Party A. Sequence, the procedure of assignment of this contract
must be carried out in accordance with the provisions of the law and required by party
A.
o. At all times and regardless of the validity of this Contract, when assigning this Contract
and/or Party B's rights and/or obligations under this Contract and/or transferring
Apartment to a third party otherwise, Party B is obliged to notify the transferee of the
provisions of the Apartment Building Rules.
p. Party B is solely responsible for disputes, complaints and lawsuits not arising from and
not related to Party A's responsibilities and obligations under this Contract.
q. Strictly comply with the provisions of the Apartment Building Rules and create
favorable conditions for Party A and the Managing Enterprise to maintain and manage
the Building; at the same time, approve Party A to stop or require the supplier to stop
providing electricity, water and other utility services, when Party B seriously violates
the Apartment Building Rules attached to this Contract.
r. Respect and do not perform any activities that affect the ownership and lawful business
activities of Party A in Part A Private Property of Party A.
s. Do not arbitrarily use and arrange the works, telecommunication equipment, radio or
any other equipment, facilities in the Shared Section of the Building.
t. Fulfill other obligations prescribed in other provisions of this Contract and under
decisions of competent state agencies when violating regulations on management and
use of apartment buildings.
Article Taxes and related fees and charges
1. Party B (i) will pay to the competent state agencies or (ii) will refund to Party A all
amounts paid by Party A to the relevant authorities within 05 (five) days from the date
Party B receives the Party A's notice of Party B's obligation to pay or return to Party A
in accordance with this Article, for all taxes, fees and state fees that are the
responsibility of Party B, arising out of and/or relating to the transfer and registration of
ownership of the Apartment and the issuance of a Certificate to the Party B includes, but
is not limited to, value-added taxes, registration fees and/or any other payments payable
to the State in accordance with law in order to receive land use rights and ownership of
the Apartment (if any).
The value-added tax payable will be calculated and recorded by Party A in invoices
and/or payment requests or other similar documents issued by Party A, which will be
paid by Party B together with each payment The payment as specified in Article 3 of
this Contract.
2. In addition to the taxes and fees mentioned in Clause 1 above, Party B is responsible for
paying taxes, fees and expenses (if any) in accordance with the regulations of the State
and competent authorities when transferring this Contract or selling the Apartment to
another person.
3. Party A must perform financial obligations under Party A's responsibility under this
contract to competent state agencies as prescribed by law.
Article Handover the Apartment

14
1. Handover conditions Apartment
a. Party A has: (i) built and completed the Apartment in accordance with the approved
design and drawings and/or passed drawings, and modified sketches (if any); (ii) use the
equipment and materials mentioned in the list of materials and equipment agreed by the
parties as described in Appendix I of this Contract;
b. Party B has completed the payment in full and on time the installments and the amounts
under Article 3 of this Contract, Funding for Maintenance of the Joint-Owned Property
of the Building and any penalties for breach and compensation of damages (if any) in
accordance with the provisions of this Contract.
c. Party B has fulfilled its obligation to pay taxes, fees and charges due in accordance with
law (if any).
2. Party A expects to hand over the Apartment to Party B in March 31, 2021. The
handover of the Apartment may be earlier than or later than 180 (One hundred and
eighty) days from the expected time specified in this Clause ("the Due date of the
handover") without being considered as a violation of the time of handing over the
Apartment.
3. After Party B has made all payments in accordance with this Agreement, Party A will
send Party B a written notice of the time, location and procedures for handing over the
Apartment in accordance with the form of Party A ("Notice of Handover") up to 30
(thirty) days before the time of handing over the Apartment as set out in the Notice of
Handover, as a basis for Party B to perform payment obligations in accordance with
Clause 3 and Clause 5 Article 3 of this Agreement. In the case of Party B wants to
adjust the time of handing over the Apartment later than the time of handing over the
Apartment according to the Handover Notice, Party B must send a written notice at least
2 (two) days before the delivery time according to Party A's Notice of Delivery and
must be approved in writing by Party A.
4. On the date of handing over the Apartment according to Party A's Notice of Delivery or
on the date the two Parties agree on the time of handing over the Apartment:
a. Party B or the authorized person of Party B must check the actual status of the Apartment
and sign the Apartment Handover Record and return it to Party A (i) 01 (one) original
copy of the Apartment Handover Record Household follows the form of Party A, (ii)
contracts on the use of utilities (if any), (iii) and documents related to the Apartment (if
any).
b. In case if Party B agrees to sign the Handover Minutes to receive the Apartment, but the
Apartment is still defective compared to the description under the Contract, then Party B
must specify the request for repair or remediation of such nonconformities ("Non-
Conformity Points") in the Request for repair attached to the Apartment Handover
Record.
(i) If Party A agrees with Party B's requests to overcome and correct these
nonconformities, Party A will be responsible for making necessary repairs within 30
(thirty) working days from the date of signing the Handover Minutes. In order to avoid
any confusion or dispute, the Parties agree that the repair of all defects, errors, and
damages (if any) to the Apartment at the time of handover will be applied in
accordance with the Apartment Warranty.
(ii) If Party A does not agree with Party B's request, the Parties will consider, resolve and
resolve disputes in accordance with the provisions of the Contract and the provisions
of law.
c. In case of Party B refuses to sign the Handover Minutes because Party A hands over the
Apartment while the Points are not in accordance with the agreement in this Contract,

15
 Party B must prove and present the grounds and grounds to prove legally and reasonably
in writing within 10 (ten) days from the delivery date according to Party A's Notice of
Delivery. In case Party A agrees with Party B's notice of Non-Conformities, within 30
(thirty) days from the date of receiving the above-mentioned document of Party B, Party
A will consider remedying the unconformities of the Apartment compared with the
provisions of the Contract to hand over the Apartment to Party B. In case Party A
disagrees with the apartment settlement under Point b, Clause 4, Article 4 In this case,
Party B is still responsible for receiving the Apartment but is entitled to take measures to
protect its rights and interests in accordance with the law.
5. In case the conditions for handing over the Apartment as prescribed in Clause 1 of this
Article have been met:
a. Party B or Party B's authorized representative is not present at the place and time of Party
A's Notice of Delivery or the Contract of the Parties to receive the Apartment, except in
case of delay or Being absent due to force majeure reasons as prescribed in the Contract
or Party B has a reasonable cause and is accepted by Party A; or
b. If Party B or the authorized person of Party B does not sign the Minutes of Apartment
Delivery, the Minutes of Apartment Delivery will still be considered as legally signed if
only signed by the representative of Party A and handover date according to Party A's
Notice of Delivery is regarded as the date Party B approves to hand over the Apartment
with the actual status at that time.
In these cases, Party A is considered to have completed the hand-over responsibility
under this Contract and Party B is deemed to have signed the Apartment Handover
Minutes from the date of handing over the Notice of Handover. Party B is responsible
for paying the custody fee of the Apartment during the time of not handing over the
Apartment as prescribed by the Management Enterprise. All complaints, questions
related to the handover or the status of the Apartment, Party A will deal with the
conditions of Apartment Warranty.
6. Except for the case specified in Clause 5, in other cases, Party B will be deemed to
accept the handover of the Apartment from the time of signing the Apartment Handover
Record. The transfer note will constitute the final evidence that the Apartment has been
handed over and accepted by Party B.
7. From the time of signing (according to Clause 4 and Clause 6 of this Article) or
considered as endorsing (according to Clause 5 of this Article), the Minutes of
Apartment Handover, Party B has full rights to use the Apartment and assume all
responsibilities related to the Apartment that has been delivered, regardless of whether
Party B has used or not used this Apartment, including but not limited by (i) any wear
and tear of the Apartment and equipment has been installed since the date of delivery,
(ii) financial obligations incurred to Party B related to the Apartment under this
Contract, the Condominium Rules and applicable laws, including electricity costs,
water, telephone, ... and other expenses (if any). In case Party B has not fulfilled the
payment obligations as agreed in Article 3 of this Contract, Party B is still responsible
as prescribed in Clause 1, Article 12 of this Contract.
Article Apartment warranty
1. Party A is responsible for the warranty of sold apartments in accordance with the
Housing Law.
2. The warranty period ("Warranty Period") is calculated from the time of handing over
the Apartment in accordance with Clause 7, Article 8 of the Contract and is determined
as follows:
a. 60 (sixty) months for failures in the central structural part of the Building including

16
 frames, columns, beams, floors, walls, ceilings, roofs, terraces, stairs, cladding, paving,
plastering parts, fuel supply system, domestic electricity supply system, lighting power
supply, water tank and local water supply system, septic tank and drainage system,
domestic waste, overcome incline cases, subsidence, crack, drop of housing.
b. According to the regulations of the manufacturer or distributor or supplier: for
equipment attached to the Apartment provided by Party A.
3. During the Warranty Period, in accordance with the provisions of the law, the warranty
will be made by replacing or repairing the defective items of the Apartment or replace
equipment of the same or better quality to achieve similar results to the situation at the
time of acceptance of the works put into use. The warranty is performed by Party A or
individuals/organizations appointed or authorized by Party A.
4. Party B must promptly notify in writing to Party A when the Apartment has damage that
is under warranty. Within 30 (thirty) days from the date of receipt of Party B's notice,
Party A is responsible for providing a guarantee for damages in accordance with the
agreement and the provisions of law. Party B must create conditions for Party A to
perform Apartment warranty. If Party A fails to perform the warranty causing damage
to Party B, it must be responsible for compensating Party B according to the actual
damage occurred.
5. Party A does not provide warranty on the Apartment in the following cases:
a. Cases of natural wear and tear, normal depreciation;
b. In case of damage due to error (carelessness or misuse of function / wrong use/overload,
over capacity or arbitrarily repairing change of function, change of use purpose) of Party
B or of any other user or the third party;
c. Case of damage caused by Force Majeure events prescribed in Article 15 of this
Contract;
d. In case the warranty period expires in clause 2 of this article;
e. Cases not covered by the warranty as agreed in Clause 2 of this Article, including
equipment, parts attached to the Apartment are self-installed or repaired by Party B
without Party A's consent.
6. After the Warranty Period as agreed in Clause 2 of this Article, the repair of damage to
the Apartment is the responsibility of Party B.
Maintenance of the Shared Area of the Building shall be performed in accordance with
the law on House.
Article Transfer of rights and obligations
1. Party B is free to carry out transactions such as transfer, mortgage, lease, gift and other
transactions in accordance with the housing law after the Parties have signed the
Minutes of Handing over of the Apartment in accordance with Clause 3 Article 18 of
this Contract.
2. In case Party B has not performed the procedures for applying for a Certificate of
Apartment and Party B wishes to transfer its rights and obligations under this Contract
to a third party, the Parties must comply with the transfer procedures in accordance with
the housing law, the provisions of this Contract, and only transfer after obtaining the
written consent of Party A, if all of the following conditions are met:
a. The Apartment / Party B's rights arising under this Contract are not in the mortgaged
state at the credit institution or are not subject to the restriction of transfer under the
decision of state authority, or there is no dispute with the third party, except where the
Bank agrees to let Party B transfer the Contract to a third party;

17
b. Party B has completed the payment of due obligations, late payment penalties and
compensation (if any) related to the Apartment purchased to Party A as agreed in this
Contract;
c. The assignee must be eligible to buy and own houses in Vietnam in accordance with
the law of Vietnam at the time of transfer;
d. The transferee must commit to comply with all agreements of Party A and Party B in
this Contract, the Apartment Rules, attached annexes and additional agreements (if
any) from time to time. ; and
e. Party B and the assignee of Party B are solely responsible for all fees, taxes and
expenses related to the transfer.
3. If the provisions of Clause 2 of this Article are not complied with:
a. Any transfer made will not disqualify Party B's obligations or change of liability as
provided in this Contract; and
b. In case Party B's assignee breaches any provision of the Contract, Party A has the right
to take direct remedies against Party B without having to take all remedies for Party B's
assignee.
4. Individuals or legal entities that are entitled to inherit a Party's property in accordance
with law shall inherit all rights and obligations of that Party in the Contract and are
obliged to comply with all terms of this Contract.
5. In the cases mentioned in Clauses 2 and 4 of this Article, the assignee or the inheritor
shall enjoy the rights and must perform the obligations of Party B as agreed in this
Contract and in the Apartment Internal Regulations. Party A will not be responsible for
any disputes, litigation, and complaints between Party B and any third party related to
the transfer/transfer of this Contract, as well as the assignee/transferee of Party B's
rights and obligations under this Contract are not issued a Certificate because the
transfer documents with Party B are invalid or incomplete.
Article The proprietary part of party A, the proprietary part of party B and the
common ownership part of the building:
1. Part B's Private Part includes:
a. Apartment Use Area is specified in Clause 12 Article 1; and
b. The private-use technical equipment attached to the Apartment is specified in
Appendix I of this Contract.
2. Part A's Private Part includes:
a. Apartments that Party A has not yet / not sold;
b. The area of car park basement and the first floor (including parking area on the yard);
c. Commercial area, services, offices, retail kiosks; Swimming pools and auxiliary works
of swimming pools; 
d. Roof floor: commercial area, services, offices, retail kiosks.
e. The system of equipment used exclusively, corridors, walkways in section area referred
to in points from A to E of this clause.
To avoid confusion, Party A's Private Part will be the sole ownership of Party A. Party
B and the owners/occupants of the Apartment in the Building are allowed to use some
utilities in Part A Private Property of Party A provided that they must fully and strictly
comply with the regulations on management and use of these utilities is at Party A's sole
discretion and from time to time in accordance with the law and must be approved in
writing by Party A. The use of some utilities in Part A's Private Part A may incur

18
 charges in accordance with Party A's prior notice.
3. Joint ownership of the building
a. The remaining area of the apartment building other than the area under private
ownership specified in Clause 1 and 2 of this Article; community houses of apartment
buildings;
b. Space and system of bearing structures, technical equipment shared in the apartment
building, including frames, columns, load-bearing walls, walls covering houses,
dividing walls of apartments, floors, roofs and terraces of apartment blocks, corridors,
stairs, elevators, emergency exits, litter cages, technical boxes, power supply systems,
water supply, gas supply, communication, radio and television networks, drainage,
septic tanks, lightning collectors, fire extinguishers and other parts not belonging to the
private owners of condominium owners;
c. The external technical infrastructure system is connected to the apartment building,
except for the technical infrastructure system used for public purposes or subject to
handover to the State or investors for management according to The project content has
been approved;
d. Public works in the apartment building area which are not under construction
investment for business or must be handed over to the State according to the approved
project contents including common yard, flower garden, park and Other buildings are
identified in the approved Project.
4. The two Parties agree to the proposed Management Fee level as follows:
a. Calculated from the time Party A hands over the Apartment to Party B as prescribed in
Article 8 of this Contract until the Board of Management is established and signs the
housing management and operation contract with the Management Enterprise: The
management fee is expected to be no more than VND 10,000 / m2 / month (excluding
VAT) depending on the Actual Apartment Use Area and is specified in the Apartment
Handover Minutes. This fee is calculated based on the cost of service and Reference
costs at the time of signing the Agreement and may be adjusted by Party A based on
changes in the service unit price and the expenses related to the time of handover of the
apartment and not higher than the maximum (ceiling price) shall be issued by the
people's committee of Bac Ninh province. Party B is responsible for paying this fee
when the Apartment is deemed to have been handed over (regardless of whether or not
the Apartment is used) with the cost and at the time specified by Party A.
b. The list of works and services provided by Party A to Party B before the establishment
of the Management Board is made in accordance with the law.
c. After the Board of Directors is established, the list of jobs, services, rates and payment
of Management Fees will be decided by the Apartment Conference and agreed by the
Board of Directors with the Management Enterprise. Party A collects a Management
Fee with a reasonable fee to ensure the quality of service at the Building based on
complying with the maximum cost (ceiling price) issued by the People's Committee of
Bac Ninh Province and this fee may be adjusted to suit the reality from time to time.
5. The price of other value-added services provided by Party A or the Management
Enterprise will be prescribed by Party A or the Management Enterprise and will be
collected only when Party B uses the service.
Article Handling Contract violations
1. Handling violations when delay payment:
a. If over 05 (five) days from the due date, pay any amount as prescribed in Clause 3 and
Clause 5 Article 3 of this Contract or exceed the payment deadline at Party A's Request
for Payment Party B fails to make or fails to make full payment, together with the

19
 payment of such amount due, Party B is obliged to pay Party A an interest of 1.5%
interest/month is calculated based on the total amount of late payment and is calculated
starting from the due date of payment to the time of actual payment regardless of whether
Party A issued or not issued a notice of late payment. But the total time of late payment
for each payment period specified at this point does not exceed 30 (thirty) days from the
date of maturity.
b. In case Party B is late paying more than 30 (thirty) days for each payment or the total
time Party B is late for the payment due of all installments as agreed in this Contract
exceeds 60 (sixty) ) day, Party A has the right to terminate the Agreement as agreed at
Point a, Clause 3, Article 16 of this Agreement.

In this case, Party A is entitled to sell the Apartment to other customers without Party B's
consent. Within 15 (fifteen) days from the date Party A signs the apartment purchase
contract with a new buyer or within 01 (one) year from the date the two parties sign the
liquidation minutes of this contract, whichever is the time Previously, Party A will refund
the amount paid by Party B (this payment is interest-free) after deducting compensation
for Party B's breach of this Contract and late payment interest.
2. Handling violations when delaying the handover of the Apartment:
a. If Party B has paid in full and on time all payments in accordance with the schedule
specified in the Contract or has overcome violations of payment obligations but until the
due date of Handover as prescribed in Article 8 of this Contract has not yet been
delivered by Party A to Party B, Party A will pay Party B an interest of 1.5%/month on
the total amount that Party B paid for Party A, the time for calculating interest from the
last Handover Date until the handover date is notified by Party A to Party B at the
Apartment Handover Notice or the 18th day (one hundred and eighty-one) counting from
the Last Handing Date, whichever comes first.
b. Provided that Party B has fully and timely performed the payment obligations as
prescribed in Article 3 of this Contract or has overcome the payment obligations if Party
A is late in handing over 180 (One hundred and eighty) days from the last Due Date as
prescribed in Article 8 of this Contract, Party B has the right:
(i) Continue to perform this Contract with an additional agreement on the time of
handing over the new Apartment; or
(ii) Perform the right to unilaterally terminate the Contract as agreed at Point b, Clause
3, Article 16 of this Contract.
3. Notwithstanding the provisions of Point b, Clause 2, Article 12 of the Contract, the
Parties agree that within 15 (fifteen) days before the end of the hand-over time
mentioned at Point b, Clause 2, Article 12, Party A will send let Party B propose in
writing the new deadline for handing over the house. If Party B fails to send a notice of
contract termination within 15 (fifteen) days from the date of arising of the right to
terminate the Contract as stated at Point b, Clause 2, Article 12 of the Contract, it will
be understood that Party B agrees. (i) continue to perform the contract, (ii) the new
handover period for the Apartment as stated in the proposal of Party A, and (iii) will
receive the handover of the Apartment, when Party A sends a Notice of handover
Apartment delivery under this Contract.
4. In addition to the fine of breaching the Contract as stipulated in Paragraphs 1 and 2 of
this Article, the aggrieved party has the right to request the breaching Party to
compensate for the actual damages suffered by that Party due to the violation of
obligations of the violating Party under this Contract.
Article Repair and renovation of Apartments

20
 Party B commits and warrants to Party A that it will comply with the following
provisions regarding any equipment/repair, installation, upgrade, renovation,
construction, demolition or further installation or not of any changes that are made to
the Apartment ("Repair and Renovation") until the Board of Management is established,
as soon as the Board is established, the Board will take over and take over the rights and
obligations of Party A under this Article 13:
1. The design, layout, size and area of the Apartment as set out in this Contract will not be
altered or modified for any reason without the Party's prior written consent A; And in
any case, Repair and Renovations are made to the Apartment:
a. Not to affect the architecture of the exterior, the structure of the Building, not to
cause damage, damage, affect other apartments in the Building;
b. Not to affect the operation, exploitation, management and use of the Building;
c. Not contrary to applicable law.
2. At least 30 (thirty) days before the expected start of repair and renovation, Party B must
send Party A a written request with 02 (two) sets of design/construction drawings
tentative for Party A to review and approve. Party B may repair and renovate only after
receiving Party A's written approval
3. Party B ensures that Party B and its contractors will perform Repair and Renewal in
accordance with the design/construction drawings approved by Party A (if necessary),
and commit to comply with all both laws, applicable regulations and construction
industry practices; as well as for instructions/instructions and requirements of the
relevant authorities.
4. Party B will ensure that Party B and its contractors will: (i) keep materials, tools and
equipment in a manner instructed by Party A; (ii) promptly collect waste, scrap and
unused materials from the Building and dispose of them safely and legally; and (iii)
clean up areas in the Building that have been affected by Party B's Repair and
Renovation.
5. Party B assures that Repair and Renewal (including the retention of contractors'
materials, tools and equipment, and the collection, removal and disposal of waste, scrap
pieces and unused materials) made with the least amount of noise and with the least
possible inconvenience to other owners, tenants, residents, permitted persons and
persons Other uses in Buildings. Party B will comply with Party A's rules and safety
regulations, and all instructions, instructions/instructions of Party A. Party B will
recover and repair any damage to the Shared Area of the Building or any apartment or
any part of the Building caused by or in connection with the Repair and Renovation of
Party B.
6. Party B is responsible for compensating Party A for damages arising from the repair and
renovation work of Party B as prescribed in this Article 13, within 03 (three) days from
the date, Party A requests to enclose supporting documents.
7. Party A has the right to (i) request Party B to terminate the Repair and Renovation not
allowed to comply with this Article 13 and (ii) request Party B to move, dismantle or
demolish all These unauthorized Repair and Renovation items are not allowed. In case
Party B does not perform the relocation, dismantlement or demolition of such
unauthorized Repair and Renovation items within 03 (three) days from the date of
request of Party A, Party A has right to relocate, dismantle or dismantle all such
unauthorized items and request Party B to pay the actual costs and expenses incurred by
Party A due to the relocation, dismantlement or demolish that.
8. In the case that Party A or the Management Board or the Management Enterprise (as the
case may be) agrees with the Repair and Improvement proposals, Party B or the person

21
 authorized by Party B to use the Apartment must authorize Party A's representative or
the Management Board, and/or the Management Enterprise or the authorities (if any) in
and out of the Apartment to inspect and supervise the Repair and Renovation in
accordance with the provisions of the Apartment Building Rules.
Article The commitment of the parties
1. Party A commits:
a. The Apartment mentioned in Article 2 of this Contract is owned by Party A and is not
sold to another person, not prohibited from transactions as prescribed by law.
b. The Apartment mentioned in Article 2 of this Contract is built in accordance with the
planning, designs and approved drawings provided to Party B, ensuring the quality and
the materials as agreed in this Contract and the attached appendix.
2. Party B commits
a. Has researched and carefully reviewed the information about the Apartment;
b. Provided by Party A a copy of the necessary documents, documents and information
related to the Apartment, Party B has carefully read and understood the provisions of this
Contract and the attached Appendix. Provided by Party A a copy of the necessary
documents, documents and information related to the Apartment, Party B has carefully
read and understood the provisions of this Contract and the attached Appendix. Party B
has investigated all the issues that Party B deems necessary to check the accuracy of such
papers, documents and information, voluntarily sign and accept irrevocably all terms and
conditions of this Contract, Appendix hereto.
c. Have the legal right to buy an Apartment and own the apartment. Party B commits to
provide Party A with the required documents and documents from Party A for the purpose
of verifying this right of Party B at any time during the implementation of the Contract.
Party B's signing and performing the transactions prescribed in this Contract will not
result in a breach of any provisions of law or a decision of a competent authority that
Party B knew or had to know when signing this Contract, or request Party B to obtain any
approval or approval, or send any notice or register with any other competent authority.
d. The purchase amount of the Apartment under this contract is legal, no dispute with the
third party. Party A will not be responsible for the dispute of the amount of money that
Party B has paid to Party A under this Contract. In the event of a dispute regarding the
sale of this Apartment, this Contract will remain in effect to the Parties;
e. Provide necessary documents or perform related work to perform this Contract and when
Party A requests in accordance with the law to carry out the procedures for issuing
Certificate to Party B.
f. Has carefully researched, understood and agreed with the provisions of the attached
Apartment Rules, as well as agree to sign commitments and confirm with the Apartment
Building Rules. Party B is committed to complying and forcing Apartment users to abide
by the regulations in the Apartment Rules strictly.
3. Commitments of the Parties:
a. The signing of this Contract between the Parties is entirely voluntary, not forced,
deceived.
b. In case one or more of the Articles, Clauses, Points and Sections of this Contract is
declared invalid, invalid or unenforceable by a competent authority according to current
regulations of law, The other Articles, Clauses, Points and Sections of this Contract
remain useful for the Parties. The Parties shall agree to amend the Articles, Clause,
Points, Sections that are invalid or not legally valid or unenforceable in accordance with
the law but still ensure the rights and conform to the will of Side.

22
c. The Parties confirm: (i) have carefully read and understood all terms and conditions
stated in this Contract; (ii) recognize that the content is properly presented to the Parties'
will; and (iii) undertake to properly and fully carry out the contents of this Contract.
Article Article 15 Force Majeure Events
1. Failure to perform or delay in performing the obligations of a Party in the Contract shall
not be considered as a breach of the Contract. It shall and shall be exempt from liability
if occurring due to Force Majeure Events in accordance with the law. Force Majeure
Event means an event occurring in an objective manner which cannot be anticipated and
remedied by either Party or the Parties despite taking all necessary measures within the
allowable capacity, including but not limited to, the following events:
a. By war or by natural disasters, vandalism, fires, violence, strikes, diseases or any other
event that is outside the scope of human control.
b. Acts of government: Due to changes in the state's legal policies or due to the process of
handling administrative procedures of competent state agencies.
c. Due to the implementation of a decision of a competent state agency or other cases
prescribed by law.
d. Other cases prescribed by law.
2. Every case of financial hardship is not considered a Force Majeure Event.

3. When a Force Majeure Event occurs which prevents a Party from being able to perform
its obligations under this Contract, the Party meeting the Force Majeure Event shall: (i)
notify the other Party in writing copy or direct notice within 07 (seven) working days
from the date of the Force Majeure Event, and (ii) provide reasonable evidence to
support the occurrence of the Force Majeure Event and state the reason for delaying the
performance of the Contract. The party affected by the Force Majeure Event that fails to
fulfill its obligations will not be deemed to be a breach of its obligations under the
Agreement and also the basis for the other Party to terminate this Contract unless the
Parties agree to terminate the Agreement.
4. The performance of contractual obligations of the Parties will be suspended during the
Force Majeure Event. The Parties will continue to perform their obligations after the
Force Majeure Event ends, except for the case specified in Point c, Clause 1 Article 16
of this Contract.
5. If the Force Majeure Event lasts continuously for 60 (sixty) days or for multiple periods
during which the total number of days affected is above 90 (ninety) days, and the Party
meeting the Force Majeure Event has cleared notify the other Party in accordance with
this Contract, one of the Parties may send a notice of contract termination to the other
Party. Neither party shall pay fines or damages to the other party due to the termination of
this Contract in this case.
Article Termination of Contract
1. This Contract is terminated in the following cases:
a. The Parties have fully exercised the rights and obligations prescribed in this Contract;
b. Các Bên thỏa thuận chấm dứt Hợp Đồng trước thời hạn;
c. Terminate the Contract in case the Party affected by the Force Majeure Event cannot
overcome it to continue fulfilling its obligations;
d. A Party requests unilateral termination of the Contract.
2. Handling in case of contract termination prescribed at Point a, Point b, Point c, Clause 1

23
 Article 16 of this Contract:
a. In case of termination of the Contract, as prescribed in Point a Clause 1 Article 16 of this
Contract, the Parties shall proceed with the liquidation of the Contract. In this case, the
Parties agree that the Apartment Internal Regulations are considered to be a separate
document from this Contract and will continue to be binding on the Parties regardless of
the validity of the Contract.
b. In case of termination of the Contract as prescribed in Point b, Clause 1, Article 16 of this
Contract, the Parties will agree on conditions to terminate the Contract;
c. In case of termination as prescribed in Point c Clause 1 Article 16 of this Contract, the
termination of the Contract shall be handled in accordance with Article 15 of this
Contract.
3. Handling in case of unilaterally terminating the Contract:
a. Handling in case Party A unilaterally terminates the Contract:
(i) Party A has the right to unilaterally terminate the Contract without compensation for
damages or penalty for violations in case Party B violates payment obligations under
this Contract in accordance with Clause 1, Article 12 of this Contract.
(ii) In case Party A exercises the right to unilaterally terminate the Contract in accordance
with the above provisions, Party A sends notice by post to Party B to the contact
address of Party B stated at the beginning of this Contract; and the Contract terminates
on the date Party A sends notice to Party B (in the postmark) or on time according to
Party A's notice.
(iii) At the same time, Party A is free to sell the Apartment to any third party without the
consent of Party B. At the same time, Party A has the right to request Party B to
compensate for all costs, expenses and damages arising from the Contract termination
that Party A must incur.
(iv) After 30 (thirty) days from the date Party A signs the Apartment Sales Contract with
the new buyer and the new buyer has paid the Apartment purchase amount as
prescribed, Party A will refund the amount that Party B paid to Party A until the date
of termination (excluding interest) after deducting the following amounts:
 Late payment interest as prescribed in Article 12.1 of the Contract
 Value added tax ("VAT") paid;
 The fine is 8% of the Sale Price of the Apartment after deducting VAT and the Kinh
Phi Maintenance of Joint Ownership;
 The amount of damages that party A must incur as A result of termination of the
agreement (including but not limited to: the cost of the sale, the price difference if
any, the cost of promotion, interest support...).
To clarify This refund will only be made by Party A when Party B has handed over to
Party A the entire original purchase documents of Apartment and the payment
schedule will follow the payment schedule of the new buyer specified in the
Apartment purchase agreement signed with the new buyer.
(v) In addition to the responsibility to refund the remaining amount, Party A does not
have any other responsibilities or obligations to Party B, Party B must perform all
procedures or sign the necessary documents for Party A to sell the Apartment to the
Third Party specified at this point without any questions or complaints.
b. Handling in case Party B unilaterally terminates the Contract:
(i) Party B has the right to unilaterally terminate the Contract without compensation for

24
 damages or penalty for violations in case Party A violates the hand-over obligations as
prescribed at Point b, Clause 2, Article 12 of the Contract or in the case of Actual
Apartment Use is less than or greater than 10% (Ten percent) of the Apartment Area
as specified in Point f Clause 1 Article 6 of this Contract.
(ii) In case Party B exercises the right to terminate the Contract in accordance with the
above provisions unilaterally, Party B shall send notice by mail to Party A to Party A's
contact address specified at the beginning of this Contract and the Contract terminates
on the day Party B sends notice to Party A (in the postmark).
(iii) Party A is obliged to:
- Refund of amounts paid by Party B to the time of contract termination (excluding
interest and exclusive of VAT);
- The fine is 8% of the Sale Price of the Apartment after deducting VAT and the
General Ownership Maintenance Fund;
- In case Party B requests unilaterally to terminate the Contract because Party A violates
the obligation to hand over the Apartment as prescribed at Point b, Clause 2, Article
12 of the Contract, Party A will have to pay Party B an additional penalty at the
interest rate of 1.5%/month based on the actual debt balance, from the time Party A
violates the obligation to hand over the Apartment in accordance with Point a Clause 2
Article 12 shall come to the date of termination of the Contract or by the date Party A
sends a Notice of Apartment Delivery to Party B at the time of arrival first.
This reimbursement must be made by Party A within 30 (thirty) days from the date
Party A receives the unilateral notice of contract termination of Party B, and Party B
has completed the termination procedures according to Party A's request unless
otherwise agreed by the Parties. Particularly for value-added tax, Party A will return it
to Party B after completing the declaration procedures and is refunded or deducted by
the tax authority.
4. Handling unilateral termination of the Contract in contravention of regulations:
a. In case Party A unilaterally terminates the Contract in contravention of the provisions of
Point a, Clause 3 of this Article, Party A must return all the money that Party B has paid
(excluding interest), and must be subject to an additional fine of 8% (Eight percent) of
the Selling Price of the Apartment.
b. In case Party B unilaterally terminates the Contract in contravention of Point b, Clause 3
of this Article, Party B shall be subject to a penalty of 8% (Eight per cent) of the
Contract's selling price for the Apartment and must be returned to the Party A all papers,
documents, invoices, vouchers received from Party A.
c. In addition to the fine for breach of the Contract referred to in this Article, the violating
Party shall also pay damages to the other Party in accordance with the provisions of law.
Article Notification
1. Form of notice: Any notice, request, information, any changes in responsibilities,
obligations and rights in the agreed terms, claims arising in relation to this Contract
must be made into In writing, in Vietnamese and sent to the addresses at the beginning
of this Contrac or the address changed later as notified by the Parties.
2. Form of notice: In the absence of any other agreement, all notices will be sent by post or
delivered directly. When the post office fails to deliver mail for any reason, the
Notifying Party will notify the other Party of the notice and send a notice by facsimile
or electronic mail to the other Party. In some special or urgent cases, one of the Parties
agrees to notify the other Party by direct telephone.
3. The Parties agree that if Party B has a large number of people, one of the Party B's

25
 people mentioned at the beginning of this Contract may be the representative to receive
a notice and take the responsibility to receives his notice.
4. The Parties agree that notifications, requests, information, and complaints are deemed
received if sent to the correct address, correct recipient's name and notification form as
agreed in Clause 1, Clause 2 and Clause 3 of this Article and the time is determined as
follows:
a. When delivered directly: is the date sent and signed by the recipient.
b. When sending by the post office: after 03 (three) working days from the date of
postmark.
c. When sending by fax: the time the Party receives the successful fax transmission signal.
d. When sending by email: is the day the email is successfully sent.
5. The Parties shall notify each other in writing of any change in the address, form and
name of the person receiving the notice when there has been a change in the address,
form, name of the person receiving the notice ... If the changed Party does not notify the
other Party, the sending Party shall not be responsible for the changed Party's failure to
receive the notification documents. Particularly for Party B's address change, the
address change is only considered effective when Party A affixes its confirmation on
Party B's notice of change of address.
6. To avoid misunderstandings, each Party undertakes that the address of each Party B
stated at the beginning of this Contract and the change address mentioned in the notice
of change of address of each Party after the date of signing this Contract (if any) is
correct. In the event that a Party has sent a notice under the provisions of this Article,
but the other Party has not received it, for any reason, then the Party that sends the
notice shall not be responsible for the other Party not receiving the notice.
Article Other agreements
1. The Parties confirm and agree that, in the case of errors in entering information, data or
errors due to calculations in the process of making the Contract, that Party A or Party B
proves that the information and figures are false according to the terms and conditions of
the Contract, Annexes and / or related documents and agreements that the parties have
signed and agreed on in fact, the other Party must accept the adjusted data and
information.
2. From the date of handing over the Apartment, Party B is responsible for purchasing,
maintaining and settling all types of apartment insurance in accordance with the
Apartment Building Rules attached to the Contract.
Article Applicable Law and Dispute Resolution
1. This Contract is interpreted and governed by the laws of Vietnam.
2. In the event that the Parties have a dispute over the contents of this Contract, the Parties
shall discuss and negotiate by negotiating, respecting each other's legitimate rights and
interests based on the prevailing laws of Vietnam.
3. Within 30 (thirty) days from the date on which one of the Parties informs the other
Party in writing of the dispute arising and the dispute is not settled, one of the Parties
has the right to request the Court to resolve decided in accordance with the law of
Vietnam.
Article Validity of the Contract
1. This Contract is valid and binding upon the Parties since the Contracting Parties'
authorized representatives, and cease to be effective only when both Parties have
fulfilled the obligations of each Party as outlined in this Contract, the attached Appendix

26
 and other agreements, or prematurely terminated in accordance with Article 12 This
Contract.
2. This Contract constitutes the entire agreement between the Parties and supersedes any
prior agreements, whether oral or written, related to the content of this Contract.
3. The failure of any provision of this Contract will not affect the validity of any other
provisions of this Contract.
4. Amendments and supplements to this Contract are only valid when written in the form
of the Contract Addendum and must be signed by the authorized representatives of the
Contracting Parties. The Appendices attached to this Contract, the relevant
Minutes/documents (if any), and the amendments, supplementing by agreement of the
Parties is an integral part of this Contract and is enforceable for the Parties.
5. Attached to this Contract is 01 (one) drawing of the floor plan of the Apartment, 01
(one) drawing of the floor plan with the Apartment, 01 (one) drawing of the floor plan
of the Building with the Apartment purchased The sale stated in Article 2 of this
Contract has been approved, 01 (one) Copy of the Regulations of the Apartment
Building, 01 (one) copy of the list of construction materials of the Apartment.
6. This Contract supersedes all agreements, documents previously signed between the two
Parties.
7. This Contract consists of 20 Articles and Appendixes, attached documents, made in 04
(four) originals in Vietnamese with the same content and fair value; Party B keeps 01
(one) copy, Party A keep 03 (three) copies.

PARTY A REPRESENTATIVE PARTY B REPRESENTATIVE

BAC NINH TRADING AND
SERVICE CO., LTD

27