the Head office of Hai Dao Tourism Holding Company, both ......Khanh Hoa province on allowing Hai Dao Tourism Holding Company to convert land use purpose to implement HAI DAO Resort

LEASE AGREEMENT FOR TOURIST APARTMENT Kubera Condotel Tourist

Apartment Project –Cham Oasis Luxury Resort Condotel & Villas in Nha Trang,

Khanh Hoa No.: 077/2017/HDT/Cham Oasis Apartments II

Lease Agreement for Tourist Apartment (“Agreement”) is made on 22/02/2017, at

the Head office of Hai Dao Tourism Holding Company, both parties include:

1. LESSOR: HAI DAO TOURISM HOLDING COMPANY

Address : ………….

Tel : …………. Fax: ………….

Website : ………….

Account No. : ………….

Tax code : ………….

Representative : …………. Position: General Director

(Hereinafter referred to as “Company”).

2. LESSEE:

Mr.: …………. Year of birth: ………….

Passport No. : …………. at: ………….

Permanent residence: ………….

Tel : …………. Email: ………….

(Hereinafter referred to as “Customer”)

(In case, Customers consist of 02 (two) people or more, all references to Customers in this

Contract are also references to each Customer. All responsibilities, obligations of

Customers in this Contract are jointly obligations, responsibilities according to regulation

of law, thus, the company does not compel to determine personal obligation

Lease Agreement for tourist Apartment Page 1 of 49

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for every Customer but the company has right to request any of them to implement all

obligations, responsibilities of Customer according to Contract. For convenience, the

people belongs to these Customers agreed to authorize the person mentioned name on

first as a authorized representative (hereinafter referred to as “Attorney”) to execute

transactions with Company related to this Contract. All Attorney’s actions will tie every

person of Customers without individual agreement of each one. However, there is not an

effect to above authorization, all documents must have signature of every one belongs to

Customers in each document.)

(Company and Customer hereinafter collectively referred to as “Two parties” and

hereinafter individually referred to as “Party” depending on context)

Pursuant to:

(i) The Civil Code No. 91/2015/QH11 issued on 14/6/2005 by the National Assembly;

Law on Land No. 45/2013/QH13 issued on 29/11/2013 by the National Assembly;

Law on Construction No. 50/2014/QH13 issued on 18/06/2014 by the National

Assembly; Law on Real Estate Business No. 66/2014/QH13 issued on 25/11/2014 by

the National Assembly ; Law on Tourism No. 44/2005/QH11 issued on 14/6/2005 by

the National Assembly; Consolidated Document for Residence Law 03/VBHN-

VPQH issued on 11/7/2013 by the National Assembly Office; Decree No.

76/2015/NĐ-CP issued on 10/9/2015 by the Government about guidelines for

implementation of some Articles of the Law on Real Estate Business; (ii) The Company has approved investment in the Project of ApartmentsII Cham

Oasis in Ngoc Hiep Ward, Nha Trang City, Khanh Hoa Province and the Project

of Cham Oasis ApartmentsII has met business conditions according to bases set

out below:

Decision No. 3003/QD-UBND on 08/12/2008 of the People's Committee of

Khanh Hoa province about handing over and leasing land for investment of

Hai Dao Resort Project, Nha Trang, Khanh Hoa;

Decision No.2742/QĐ-UBND on 31/10/2013 of the People's Committee of

Khanh Hoa province on approving the partial adjustment of detailed

construction plan (ratio 1:500) HAI DAO Resort, Vinh Phuoc Ward, Nha

Trang City;

Decision No.2175/QĐ-UBND on 20/8/2014 of the People's Committee of

Khanh Hoa province on allowing Hai Dao Tourism Holding Company to

convert land use purpose to implement HAI DAO Resort Project;

Construction Permit No.37/GPXD-SXD on 20/04/2016 of Khanh Hoa

Construction Department issued to Hai Dao Tourism Holding Company;


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Certificate of investment registration No. 3316035335 (renewal of

investment certificates No. 37121000038) by Department of Planning and

Investment of KhanhHoa province for the first time on 18/09/2015.

Decision No. 3014/QD-UBND on 22/10/2015 of the People Committee of

Khanh Hoa Province on approving the partial adjustment of detailedconstruction plan with the number scale of 1: 500 for HAI DAO Resort, Vinh

Phuoc Ward, Nha Trang City (do not establish residential unit) (2nd

adjustment);

Land use right Certificate No. CT-09615 issued on 07/12/2015 by Khanh

Hoa Department of Natural Resources and Environment;

Official document No. 2151/SXD-QLN issued on 13/07/2016 of Khanh Hoa

Department of Construction about Real Estate Business of Hai Dao Resort

in the future.

Official document No.543/SDL-QLCSLT dated 22/11/2016 of Khanh Hoa

Tourism Department about management of tourist apartment types

belonging to tourist accommodation business;

Notice No. 592/TB-UBND dated 31/10/2016 of the People’s Committee of

Khanh Hoa Province about management of tourist apartment belonging to

apartment building complex with multiple functions;

Official document No. 3079/SXD-QLN dated 22/9/2016 of Department of

Construction about management of Condotel belonging to apartment

building complex with multiple functions;

Regulation on management, operation, development for tourist

accommodation business belonging to Apartment complex.(iii) Customers undertake that they are satisfied conditions to buy and own Apartment in

Vietnam under regulations of Law, after learning and understanding masters related

to Project of Cham Oasis II Apartment (Kubera Condotel) as well as contracting and

implementing this Contract, desidering to sign this Contract with Company for

buying apartment as regulated in this Contract. (iv) The two Parties wish to execute this Contract on the basis of voluntariness, equality,

respect for the rights and legitimate interests of each other and mutual benefit.

Accordingly, the two parties together sign the Agreement with the following detailed

provisions:

ARTICLE 1: INTERPRETATION OF WORDS AND PHRASES

In this Contract (including the bases and the annexes, related documents) the following

words and phrases shall be construed as follows, unless otherwise stipulated by law or

required to understand in the different ways due to the various contexts:


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1.1 “Management be interpreted as the unit behalf on of and established by the

Board” Company to manage, operate for ensuring the apartment

complex operates normally, and to manage, to develope

accommodation business and take all responsibilities to

everything related to management and operation in

Apartment complex.

1.2 “Maintenance of be understood as regular renovation and maintenance,

Apartment periodic repair, unscheduled repair of housing and

Complex” construction equipment, technology associated with the

Apartment Building in order to maintain the quality of the

Apartment Building;

1.3 “Tourist be construed as an apartment built in the closed-type structure

Apartment” and design approved under the Apartment Building with the

characteristics described in Article 2;

1.4 “List of Building be construed as List of inside and outsidebuilding materials

Materials and of the Apartment and equipment of the apartment as

equipment ” described in Annex 01 enclosed hereto;

1.5 “Usable Area” is understood as an area of particular use of the Apartment

calculated according to the clearance and recorded in the

Certificate,including area of walls between rooms inside the

Apartment, balcony and loggia area (if any) associated with

the Apartment;excluding enclosing walls, the walls dividing

the apartments and floor area with columns, technical box

inside the Apartment.When the area of the balcony and

loggia is calculated, caculation of the entire floor area occurs;

in case, the balcony has the area of common walls, the area of

the balcony will be calculated from the inside edge of the

common walls as defined in the approved plan design

drawings of the Aparment . The usable Area is a basis for

calculating the price of the Apartment;

1.6 “Area for actual be interpreted as the Usable Area recorded in the result of

use” measurement of independent measurement unit upon

handover the Apartment, as a base for implementing

procedures to apply for a Certificate to the Customer;

1.7 “Floor Area ” be understood as the area calculated from the enclosing wall

heart, walls amongthe Apartment, including floor area with

columns, technical box inside the Apartment;


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1.8 “Project”

1.9 “Article”

1.10 “Selling Price”

1.11 “Rental”

1.12 “Certificate”

1.13 “Agreement”

1.14 “Apartment Sale

and purchase

agreement”

1.15 “Maintenance

fee”

1.16 “Apartment

Complex

be construed as the Project of Tourist Apartment - Cham Oasis

Luxury Resort Condotel &Villas

be construed as the reference to proportionate articles, clauses,

points as defined in the Agreement;

be understood as the total amount of sale of the Apartment is

determined in Article 3;

be understood as the rental of Apartment is determined in

Article 3;

be interpreted as the Certificate of land use rights, ownership

of housing and other assets closely attached to land granted by

competent state bodies to the Customer for the Apartment in

accordance with law;

be interpreted as the Lease Agreement for this Tourist

Apartment and the whole enclosed annexes as well as any

written amendments and supplements for the Agreement made

and signed by bothe Parties during the implementation of this

Agreement, if any;

be interpreted as the tourist Apartment sale and purchase

Agreement signed by both Parties when the Customer is

allowed to purchase Aparment. The Sale and Purchase

Agreement will be signed at company’s head office, under

provisions of this Agreement.

be construed as the amount of 2% of the selling of the

Apartment (pre-tax funding ) that the owner of Private

Ownership Property shall contribute to cater for the

maintenance of the Common Ownership Property, as specified

in Article 3;

be understood as the entire the tourist apartments with the

Apartment belonging to Hai Dao Tourism Holding Company

as the Investor , inclusive of tourist apartments, area of

business and trade area ....and general utility works, including

the site (if any) belonging to the Project;

1.17 “Private be understood as a part of actual use area defined in Article

ownership of the 1.6 and technical equipment used privately associated with

Customer ” the Apartment during the renting period;


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1.18 “ Private be understood as a part of the area in the apartment, which

ownership of the the Company uses or trades rather than sells and the

Company” Company does not allocate the value of the area under private

ownership to the Selling Price of Apartment;

1.19 “Common be understood as a part of the area and the equipment under

ownership” ownership and general use in an Apartment Building in

accordance with housing law and specified in Article 11.3;

1.20 “Management be understood as the fee payable for the Operations

fee” Management Service;

1.21 “Intramural be construed as the internal regulation of managment, use of

Regulation” the Apartment Building enclosed to this Contract and all

amendments and supplements approved by the Seller during

management, use of housing;

1.22 “Management fee be interpreted as the case occurring objectively that each

” Party or both Parties in this Contract can not foresee and

could not overcome to implement their obligations hereunder,

though they apply all necessary measures within their

allowable capacibilities.The cases are deemed as the force

majeure specified in Article 15;

1.23 “Duration of be understood as the time that the Customer has right to use

lease” the Apartment as determined in Article 3;

ARTICLE 2: APARTMENT FEATURES:

Company agreed to lease and Customer agreed to rent an apartment of Project with

features as the following description:

2.1 Features of the Apartment

2.1.1 Apartment Sign: ………….

2.1.2 Using area: 52.00 m2.

The two parties agree that the Usable Area recorded at this point is only

provisionally calculated and may be increased or decreased according to

Actual Usable Area upon handover of the Apartment.

In case, the Area for Actual Use is higher or lower than 02% (two percent)

than the area stated herin, the two Parties shall not have to adjust the Selling

Price of Apartment. If the Area for Actual Use exceeds 02% (two per cent)

compared to the Usable Area, the Selling Pice of Apartment shall


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be readjusted by multipying the Area for Actual Use and the unit price as

prescribed in this Contract and each Party benefitting from the differential

area is responsible for paying the other Party for the differential amount

within 15 (fifteen) days from the date of handing over the Apartment.

In Minutes of Apartment Handover or in the annexes hereof, both Parties

agree to specify the Area for Actual Use upon handover of the Apartment,

clearance differential from the Usable Area recorde herein (if any).The

Minutes of Apartment Handover and the appendix of the Agreement is an

integral part of this Agreement.

2.1.3 Construction floor area: 56.72 m2.

2.1.4 Using purpose of Apartment: for tourist accomodation and leasing

accommodation ( not for regular accommodation, not forming resident area,

houses) under regulations in the Agreement and Rule;

2.1.5 Year of completed construction (Schedule): quarter III – IV of year 2017.

2.1.6 Apartment details: Under Appendix 01 [Plan Drawing] and Appendix 02 [List of

Building Materials] attached to this Agreement.

2.2 Character of land lot of Cham Oasis Apartment Project:

2.2.1. Land parcel numbers: 64, Map No.: 04

2.2.2. Address: Block KSCH-02 HAI DAO Resort, group 13, Ngoc Hiep Ward,

NhaTrang City, Khanh Hoa Province.

2.2.3. Certificate of land use right No. CT-09615 issued on 07/12/2015 by Khanh Hoa

Department of Natural Resources and Environment

Area: 4.034 m2. (Four thousand and thirty-four square metters)

Including:

- Common area: 4.034 m2.

- Separate area: 0(nought) m2.

ARTICLE 3: RENTAL PRICE, DURATION AND

PAYMENT 3.1 Rental Price:

3.1.1 Rental price calculated by formula obtained 01m2 unit area used (x) with a

total area used, namely: 35.976.923 đồng/1m2 (x) 52.00 m

2 = 1.870.800.000

đồng (Bằng chữ: One billion, eighty hundred seventy million eight hundred

thousand dong). Rental price will be apply for entire duration of lease,

equivalent to annual rental price is 37.416.000 dong/year.

The Rental Price at this time includes value of land use right, VAT.

3.1.2 Rental price regulated in Article 3.1.1 excluding the following expenses:


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3.1.3

i) Maintenance costs of the common ownership item equal 2% Rental

Price of Apartment (this costs calculated before tax);

ii) Registration fee, notary fee, charges and fees in accordance with the law

related to the implementation of procedures for granting Certificate to

the Customer.

iii) Costs of connection, installation of equipment and services used for the

Apartment including: providing services of gas, telecommunication,

cable television and other services with collection of fee according to Customer’s demand.

iv) Non-agricultural land use tax and taxes (annual property tax), taxes,

charges and fees incurred in the process of ownership, using and disposal

of the Apartment;

v) Fire and explosion compulsory insurance is under regulations of law;

vi) Management fee is regulated in Article 11.4 and other expenses will be

paid by the Customer according to Regulation;

vii) Taxes, charges, fees regulated in this point will be paid by Customer

according to notice of Company or the competent government agency or

service providers.

3.1.4 Both parties agree from the date of handing over the Apartment and during the

term of owning and using the Apartment, the Customer shall pay for the

financial obligations under the current regulations, and monthly Management

fees and other service fees used due to the use of utilities as notified by the

Company, regardless of the Customer's use of the Apartment or not according

to the Company’s notice or Management Board or service provider depending

on time.

3.2 Renting Duration is 50 (fifty) years from the Apartment handover date. When the

renting duration is up, the Customer shall be preferred by the Company to extend

the renting duration with a renting price re-agreed according to the market price at

the time of extension. In the event in accordance with the laws of Vietnam the

Customer is allowed to purchase and own the Apartment during the Renting

Duration then the Company shall commit to signing the Apartment Sale and

Purchase Agreement with the Customer and perform full procedures of handing

over the Apartment ownership to the Customer under the condition that the

Customer shall perform all supplemented financial obligations in accordance with

the law, if any. When both Parties sign the Sale and Purchase Agreement the

Apartment Sale Price shall be determined by the Renting Price deducting the renting

amount for the duration the Renter has actually rented the Apartment


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(counted from the Apartment reception date per this Agreement to the Sale and

Purchase Agreement signing date).

3.3 Method of payment: paid by Vietnam dong in cash at the Company’s headquarters

or transfer into the Company’s bank account stated at the beginning of the Contract

with the transfer cost at the Customer’s expense.

Customer’s paid time is the time that Company issued the receipt of Customer’s

payment or transferred amount to Company’s account.

3.4 Duration of payment: The Customer will pay the selling price to the Company under

Appendix 03 [Payment Progress Sheet] attached to the Agreement.

3.5 Maintenance Funding: Both parties agree that the Company takes responsibility for

sending the amount to a separate credit account opened at institutions operating in

Vietnam within 07 (seven) days from the date of collecting Maintenance Funding

of the Customer according to demand deposit interest rate to temporarily manage.

Maintenance Funding is only used to maintain the Apartment Complex, as

described in attached Appendix 05 [Provision of usage of maintenance expense for

Common ownership item], and regulations of Law on Housing. In case, the paid

Maintenance Funding for the Apartment Complex is not enough to maintain the

Common Ownership in the Apartment Complex then Customers (and people

purchase other apartments at Apartment Complex) have responsibilities to pay

maintenance funding as Management Board’s notice based on ratio between the

Actual Usable Area of Apartment and the Common Ownership item.

ARTICLE 4: QUALITY OF HOUSING WORK

4.1 The Company commits to ensuring work quality of the Apartment Building, including the

Apartment consistent with the approved design and using correctly (or equivalently) the

construction materials and equipment as stated in Appendix 02 [List of Building Materials

and Equipment] attached.

4.2 The Company shall be responsible for implementing the construction of the Apartment

Building, and technical and social infrastructure work to meet the demands for staying at

the Apartment Building in accordance with the approved planning, design, content,

progress of the project and ensuring the quality consistent with regulations, building

standards as prescribed by the State.

4.3 The Company shall complete the construction of infrastructure works to support the

indispensable demands for staying at the Apartment Building in accordance with the

contents of the project and the schedule approved before the date of handing over the

Apartment to the Customer, including: transportation systems; systems of publicelectrical

lighting, running electricity; system of domestic water and wastewater; communications

system (if any).


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ARTICLE 05: RIGHTS, BENEFITS, OBLIGATIONS AND

RESPONSIBILITIES OF THE COMPANY

In addition to the rights, benefits, obligations and other responsibilities specified in the

Contract and Vietnam Law, the Company also has the rights, benefits, obligations and

responsibilities as follows:

5.1 Company’s rights, benefits, obligations:

5.1.1 Require the Customer to pay Rental Price of Apartment in accordance with

the regulations in the Contract and pay interest rate in case of the Customer

having late payment;

5.1.2 Require the Customer to hand-over Apartment and complete interior

Apartment on schedule time regulated in Contract;

5.1.3 Has right to reserve Apartment ownership and refuse handing-over

Apartment or original Certification until the Customer makes full payments

(including late payment interest, penalty fee, compensated money for

damage, if any) according to regulation in this Contract;

5.1.4 Require the Customer to complete necessary procedures and payment of

taxes, fees, charges according to requirement for granting Certification under

regulations of law (excluding incase the Customer voluntarily execute

procedures for granting Certificate);

5.1.5 Has right to stop or require provider to suspend electricity, water supply and

other utility sevices if the Customer breaks Rules after giving the Customer

advance notice within 03 days;

5.1.6 Has rights of ownership, management, utilization and implementing business

activities and other rights under regulations of law concerning the

Company’s Separate ownership in accordance with Rules and Vietnamese

law.

5.1.7 Has right suspend permanently the name board of Apartments Comple, name

of investor on the common Ownership Part, investor’s name without fees at

Item of Common ownership, top floor, exterior of Apartments Building with

conditions that is not effect to right of ownership, using Apartment of the

Customer.

5.1.8 Exclusion of liability for disputes, complaints of third party on Customer’s

behavior related to contract and implementation of this Contract as well as

period of using and determining Apartment of the Customer;

5.1.9 Reserve the right to take measures of security property handling in

accordance with the law and agreements between the Company, the

Customer and the bank in case, the Customer has breach of Credit Contract

with the Bank, if any;


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5.1.10 During the warranty period or in all circumstances in order to ensure general

safety for the Apartment Area, the Company has the right to approach the

Apartment for inspection, control of Apartment usage when discovering

errors or violations during usage informed by the Customer and/or the

Management Board or any other third party with the condition that the

Customer shall be informed in advance and shall not unreasonably deny the

approach to the Apartment of the Company’s representative or the

Company’s authorized unit, except when necessary then the Company shall

not have to inform in advance but shall ensure to not cause damage to the

Customer’s assets;

5.1.11 Having right to hand over the Certificate to Bank under agreement between

the Company, Customer and bank;

5.1.12 To Request the Customer to pay violation fines, compensation for damage

under the provisions of this Agreement or decision of the competent state

authorities.

5.1.13 Buying fire and explosion compulsory insurance for Apartment Complex

under regulations of law on insurance business and request the Customer to

pay this issurance fee equivalent to actual usable area.

5.2 Obligations, responsibilities of the Company:

5.2.1 Provide the Customer with exact information on the detailed planning, design of the

approved Apartment/Apartment Complex and documents enclosed the Agreement.

5.2.2 To build the Apartments Complex and infrastructure works duly as the planning,

project dossier and progress approved, ensure that the Customer can use when

handing over Apartment.

5.2.3 The design of the area, premises of the Apartment and the design of infrastructure

work shall be consistent with the planning and the regulations of the law on

building. The design of the area, premises of the Apartment will be unchanged,

unless otherwise required by the competent state authority or by agreement

between the two Parties and approved by the competent state authority;

5.2.4 Ensure the construction quality, technical and aesthetic architecture of the Cham

Oasis Apartments Project duly as the current design standard, technical standard

regulated in Appendix 02 [List of Building Materials and Equipment] ;

5.2.5 Keep the Apartment during the time before delivering to the Customer; excepting

the cases set out under Article 8.4;

5.2.6 Give warranty to the Apartment/Apartment Complex under the regulations in the

Agreement;


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5.2.7 Hand over the Apartment and legal documents relating to the Apartment to the

Customer timely as the term prescribed in this Agreement;

5.2.8 To show and help the Customer to sign service contract with the electric and water,

telecommunication, cable television supply company,…;

5.2.9 To Pay the land use fee and other fees related to the selling Apartment that under

the law Company will pay in case Company sells the Apartment to the Customer

in the retal time. ;

5.2.10 To Perform procedures for the authorized government agency to issue a Certificate

to the Customer within 50 (fifty) days after both Parties have signed the Purchasing

Contract and the Customer has provided all documents, performed all obligations

in accordance with the law, paid the Company and the authorized governmen

agency as per the Contract (except the case where the Customer does this procedure

themselves as stated below). In this case, the Company shall have a document of

information to the Customer of the submission of documents, payment of relevant

fees for the Company to perform recommendation procedure of Certificate issuance

to the Customer.

Within 15 (fifteen) days, starting from the reception date of the Company’s

information if the Customer does not submit all documents, pay all fees per

information then the Customer shall be assumed to voluntarily perform procedures

of Certificate issuance and the Company shall be exempted from all responsibilities

related to the issuance of Certificate. In the event the Customer voluntarily

performs procedure of Certificate issuance (even if the Customer has a request

form), the Customer shall commit to paying the Company 100% Renting Price

(along with the delayed payment interest, violation penalty and damage

compensation, if any) within 07 days from the ending date of the 15 (fifteen)-day

duration above (or from the day the Customer has the request form of procedure

self-performance). The Company shall provide the Customer records, documents

in accordance with the law which serves the issuance of the Certificate to the

Company after having received all payments specified at this Article.

5.2.11 To Support the Customer to mortgage the rental Apartment at the credit

organization when there is customer’s requirement and strictly perform the

agreements signed between the Company, the Customer and credit

organization.

5.2.12 Paying the Maintenance Funding under the law for Item of the Private

Ownership of the Company and transfer the whole collected Maintenace

Funding of the Customer to the bank account as stipulated in Article 3.4;

5.2.13 To provide information on the process of construction investment, the use of

advance payment and create conditions for the Customer to check actually in the

work as required by the Customer;

5.2.14 Not unreasonably to deny the Customer’s request of Contract transference;


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5.2.15 To Refund the amount paid by the Customer or penalized to them per

provisions at this Contract or per decision of the authorized government

agency;

5.2.16 Issuing value-added-tax invoice to the Customer after receiving rental

amount ;

5.2.17 To Protect the Customer’s information, do not collect, use, transfer the

Customer’s information to a third party without permission of the Customer

unless requested by an authorized government agency;

5.2.18 To Manage, operate and exploit the Apartment Area through the

Management Board as specified at the Contract and Regulation

ARTICLE 06: RIGHTS, BENEFITS, OBLIGATIONS AND RESPONSIBILITIES

OF THE CUSTOMER

In addition to the other rights, benefits, obligations and responsibilities prescribed in the

Contract and Vietnam's law, the Customer also has the following rights, benefits,

obligations and responsibilities:

6.1 Rights, benefits of the Customer:

6.1.1 To receive handover of the Apartment and Apartment documents as regulated

in this agreement;

6.1.2 Having right to request Company to perform procedures for issuing Certificat

under the law, in case the Customer is allowed to purchase and own an

Apartment in Vietnam during the Renting Duration (except the Customer

voluntarily does or is considered to be voluntarily doing this procedure);

6.1.3 Having full ownership, usage and performance rights of transactions for this

Apartment under the law and the Regulation, whiel also allowed to use

infrastructural services provided directly by the service enterprise or through

the Company after having received Apartment handover for provisions on

usage of infrastructural services of the service provider;

6.1.4 Having right to Require Company to finalize construction of technique

infrastructure works and social infrastructure ones consistent with the

process of approved content, project;

6.1.5 Having the right to deny to receive Apartment handover if Company does not

complete construction and put it into use of the infrastructural works serving

the accommodation and tourist accommodation leasing per provisions at

Article 4.3 or in the event the Actual Use Area is smaller/bigger by 02%

compared to the Use Area written in this Contract.


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The denial of Apartment handover reception in this case shall not be

considered a violation of the Apartment handover conditions of the Customer

with the Company;

6.1.6 Having the right Require Company to support mortgage procedure of the

Apartment in Credit institution if the Customer has demand for mortgaging

the Apartment in the Credit institution;

6.1.7 Having the right to request Company to provide information on progress of

construction investment and actual inspection at the work site;

6.1.8 Having the right to request the Company to use the Maintenance funds per

provisions at the Agreement;

6.1.9 Having the right to inherit, gift the Apartment renting, leasing rights and the

Contract transference per provisions of the law;

6.1.10 Having the right to require the Company to pay for violation or

indemnification as stipulated herein or under decision of the competent state

authority;

6.1.11 Having the right to sign the Purchasing Contract with the Company in order

to purchase the Apartment during the renting duration while the law allows

the Customer to purchase and own an Apartment in Vietnam.

6.2 Obligations, responsibilities of the Customer

6.2.1 Pay fully and in time Rental fee as regulated in the Article 3 in the Contract not

depending on the Company's notification about payment;

6.2.2 Receive Apartment handover as stipulated in this Contract;

6.2.3 From the date of handover of the Apartment, the Customer will take full

responsibility for the Apartment (except in cases belonging to the Company’s

responsibility for ensuring the legality and guaranteeing the Apartment) and for

payment of fire and explosion compulsory insurance to the Company or

Management Board from time to time, and maintaining essential insurance

contracts for risks, demages related to the Apartment in compliance with the

regulations of the law;

6.2.4 From the date of handing over the Apartment, even the unused Apartment by the

Customer, the Apartment shall be managed and maintained in accordance with

Intramual Regualation and Rule of management and the Customer must comply

with these regulations.

6.2.5 To Pay taxes, Management Fee, other fees and expenses per provisions at the

Contract, Regulation, provisions of the law, the Management Board, the Service

provider that the Customer shall pay to even if the Customer does not use the

Apartment;


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6.2.6 To be present, provide, sign relevant papers, documents, make payment for taxes,

fees, charges under the regulation of the law and the Agreement for the Company

to take the procedure for applying the issuance of Certificate for the Customer

(except for the case the Customer takes this procedure as regulated in this

Agreement).

6.2.7 To assist and facilitate the Management Board in maintenance, management and

operation of the Apartment Area;

6.2.8 To use the Apartment in the right purpose of accommodation under the regulations

of this Agreement;

6.2.9 To hand in penalty for breach of Agreement and compensate damages to the

Company as stipulated in this Agreement or under the decision of competent State

agency;

6.2.10 To perform other obligations under the decision of competent State Agency when

violating the regulations on the management, use of the Apartments;

6.2.11 Not changing exterior architecture and inside structure of Apartment (including

construction, additional installation or demolition for outside equipment of the

Apartment, demolition for bearing structures, moving equipment and technical

system associated with Common ownership Apartment zone, so on); not putting not

placing advertising boards, billboards, posters, signs at outer surface of the

Apartment/ Apartment zone that still can be seen from outside of the Apartment/

Apartment zone; not extanding further around or impacting, interfering in any

manner that affect overall architecture of the Apartment zone and/ or outside of the

Apartment. In case that Customer would like to repair inside the Apartment (no

affecting to main structure of the Apartment), the Customer shall send a written

request attached with design and repairing plan to the Company or Management

Board at least 5 (five) days before expected time to begin repairing, then the

Company or Management Board considers and decides. The Company is a unit that

is assigned by Customer to implement repairing, upgrading, installing activities for

equipment and architectures, except the Company agrees with the Customer to

assign other unit, not affecting to the Apartment/ Apartment zone or third party or

resident guest in the Apartment zone. Before conducting repair, Customer must pay

to Management board collateral amounts as 30,000,000 dong (In words: Thirty

million dong);

6.2.12 Complying with regulations of the law, Rules and provisions relating to tourism

accommodation business of Khanh Hoa province People’s Committee, Khanh Hoa

province Tourism Department and competent agencies of Khanh Hoa province;

6.2.13 In case Customer does not participate in Lease program, leasing Apartment of the

Company, the customer is only allowed to do on tourism accommodation business

when providing fully tourism accommodation business conditions and ensuring


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full implementation under regulations of the law on accommodation business and

Rules;

6.2.14 Notifying, declaring accommodation when using the Apartment (not register

permanent residence);

6.2.15 All activities of the Customer (and their companies) will be under the instructions

of the Company (or the Management Company designated by the Company) and

the Regulation;

6.2.16 Customes with their fund will assign the Company to perform maintenance, repair

private Owenership portion and maintain in to ensure it meets corresponding

standard to the quality of other apartments in the Apartment Area;

6.2.17 To Take responsibility to the authorized agency, compensate travelers and the

Company in the event the Customer violates the Regulation causing damage to the

travelers and affecting the Company.

ARTICLE 7. TAXES AND RELEVANT FEES

7.1 The Customer shall pay registration fee, taxes, fees and other related to the issuance

of the Certificate, ownership, usage, determiniation of the Apartment, paid utility

service per request of the Customer in accordance with the law and the Contract.

7.2 The Company is responsible for submitting financial obligations within their

responsibility to the State in accordance with the law.

ARTICLE 8: HANDOVER OF APARMENT

8.1 Conditions of handing over apartment:

8.1.1 Apartment handed over to Customer must follow approved design; rightly

use equipment, materials mentioned in List of Building Materials

8.1.2 Actual usable area is not different more 02% compare with using area.

8.1.3 Customer completely paid due amount as regulated in Contract, including

interest charges for late payment, compensated money for any damages (if any).

8.2 The Company will hand over Apartment to the Customer in the quarter III – IV of

year 2017.

8.3 Apartment can be handed over earlier or later compared to regulated time in this

clause, but not exceed 90 (ninety) days, since the time to hand over Apartment to

the Customer. The Company should notify in writing and specify reasons.


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Before the handing over date of Apartment at least 30 (thirty) days, Company must

send notice to the Customer about time, place and handing over procedure of

Apartment.

8.4 On the handing over date of Apartment as notice, the Customer or legal attoney

must control actual status of Apartment compared to regulation in this Agreement,

in common with Company representative to re-survey actual usable area of

Apartment and sign in the handover minute of Aparment.

In case the Customer or legal authorized Customer do not arrive to receive

apartment handover according to notice of the Company or has controlled but do

not receive Apartment handover without valid reason (excepting case set out in

Article 6.1.5) since the date to handing over term according to notice of the

Company then the Customer is considered to agree and officially receive apartment

handover in fact and the Company has completed responsibility to handover

apartment as Contract.

In addition, the Customer has the obligation of performing payment for due

amounts as stated in the Contract. The Customer shall not be allowed to state any

unreasonable reasons to deny, delay Apartment handover reception. Such denial,

delay of Apartment handover reception shall be considered a violation of Contract

by the Customer and shall be handled as statedin Article 13.

8.5 Ownership, using for the Apartment is transferred to the Customer since the

Customer pays fully for the Rental Price of Apartment as stipulated in the

Agreement. The Customer has responsibility for paying taxes, charges as regulated

in the Agreement and other responsibilities related to using the Apartment at the

time of handing over the apartment regardless of the Customer's use of the

Apartment or not.

ARTICLE 9: APARTMENT WARRANTY

9.1 The Company agreed and undertood to implement the following guaranteed works:

9.1.1 For main structure of the Apartment (such as beam, column, floor,

ceiling, roof, wall, pressed, paved, plastered parts) and other

equipments associated with the Apartment as system of window types,

electric wire for activeties, radiation, water supply and sewerage system

for activeties; to overcome case of incline, delve, drop of the Apartment:

60 (sixty) months since the date of acceptance for putting into operation

of the Apartment.

9.1.2 For other equipments associated with the Apartment: Warranty period

will be applied according to warranty period of manufacturer and

distributor.

9.2 When handing over the Apartment to the Customer, the Company shall inform and

provide the Customer 01 (one) copy of the acceptance record putting the Apartment


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Area work into use in accordance with the construction law for both Parties to

determine the time of warranty.

9.3 The Company is responsible to implement warranty Apartments by repairing defects

or replacing items of the same kind with equal quality or better. The warranty by

replacing or repairing are performed by the Company or the Company's authorized.

The Company shall be not responsible for reimbursement of warranty payment, in case the

Customer voluntarily or ask other person(s) to recover a part or the whole defectives in any

case.

9.4 The Customers must promptly notify the Company in writing of damaged subjects of

apartments need warranty. If customers do not try their best to limit any damages or do

not obey warranty conditions then the warranty will be lose whole or part of effects

according to the Customer’s breach level. Within a maximum of thirty (30) days from

the date of receiving notice from Customers, Company will implement to warrant the

damages as prescribed; Customers must create conditions for the Company to warrant

Apartments. If the Company is delayed to warrant that causes damages to the

Customers, the Company will be responsible to compensate the Customers in

accordance with actual damages.

9.5 The Company does not implement to warrant Apartments in the following cases:

9.5.1. In case, normal atrophy and the depreciation;

9.5.2. In case damages caused by the Customers, any users of any third party;

9.5.3. In case damages caused by Force Majeure Events;

9.5.4. Interior Apartment is completed by Customer or equipments, parts associated

with Apartment are installed by Customer without company’s agreement;

9.5.5. In case warranty time has expired as regulated in Article 9.1;

9.5.6. The cases are excluded from Warranty Contents stipulated in Article 4.1

9.6 After the warranty period prescribed in this Article 9.1, repairing damages for

Apartments is the responsibility of Customer. Maintainance of the common ownership

item of the apartment will be implemented under law.

ARTICLE 10: TRANSFERENCE OF RIGHTS AND OBLIGATIONS IN

CONTRACT

10.1 In case the Customer needs to mortgate their Apartment renting rights to a credit

institution currently operating in Vietnam then the Customer shall inform by

document in advance for the Company and the Customer to make necessary

procedures per provisions of the credit institution.

10.2 In case the Customer needs to perform transference of rights and obligations at

this Contract to a third party then both Parties will perform correct transference


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procedure of rights and obligations as specified at the Contract. This transference

of the rights and obligations at this Contract will be done under the law at

transference time.

10.3 Both Parties agree that, the Customer will have only rights to transfer and

obligations at the

Contract

to a third

party when

meeting the following

conditions:

10.3.1 Having an agrement document allowing transference of rights and obligations

at the Contract (dispute settlement) of the credit institution and of the Contract

transference recipient in the event the Customer uses the Contract or the

Apartment renting rights to mortgage for the loan at the credit institution;

10.3.2 The Apartment is not limited of transference by decision of the government

agency or is undisputed with a third party;

10.3.3 Having a document of the Company to agree about the Customer’s transference

of rights and obligations at the Contract to a third party;

10.3.4 The Customer has completed payment of due obligations (including delayed

interest, violation penalties, damage compensations, if any) to the Company as

stated in this Contract and Payment to the Company for the transfer of rights

and obligations in the Contract VND 10,000,000.

10.3.5 The recipient of the rights and obligations at the Contract shall be qualified for

renting Apartment at Vietnam in accordance with the laws of Vietnam at the

time of transference reception and shall commit to full reception of the rights

and obligations of the Company and of the Customer per this Contract; shall

commit to compliance with the agreements of the Company and the Customer

in this Contract;

10.3.6 The Customer and the Recipient of the rights and obligations at the Contract

shall complete the obligations of paying taxes, fees related to the Contract

transference in accordance with the law;

10.3.7 To avoid misunderstanding, the Company shall not be responsible for returning

to the Customer or the Recipient of rights and obligations at the Contract any

amount related to the amount the Customer paid the Company;

10.3.8 The Company, the Customer and the Recipient will have signed an Agreement

record of performance of transference procedure of rights and obligations at the

Contract.

10.3.9 Having a document of transference of rights and obligations at the Contract

signed between the Customer and the Recipient and notarized.

10.4 The Company confirms the transference of rights and obligations at the Contract in

the document of transference of rights and obligations at the Contract when the

Customer and the Recipient provide the Company the primary copy of necessary


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documents per the Company’s request and in accordance with the law at the time

of transference.

10.5 The Company has the right to deny, stop confirmation of the rights and obligations at

the Contract in accordance with the law if the Apartment is in the process of

recommendation for issuance of Certificate (in the case the Customer and the Company

have signed the Apartment Purchasing Contract during the Renting Duration),

mortgaged to a credit institution without their approval for transference, is

frozen/stopped by the decision of an authorized government agency or there is a dispute

in relation to the Apartment between the Customer and a third party,...

10.6 The recpient of rights and obligations at the Contract shall benefit from rights and

shall perform obligations of the Customer as specified in this Contract and the

Regulation. In all cases, the recipient of rights and obligations at the Contract shall

be considered to have accepted irrevocably and unconditionally the inheritance of

all rights and obligations of the Customer with the Apartment as specified in the

Contract as well as the Regulation.

ARTICLE 11: PRIVATE OWNERSHIP, COMMON OWNERSHIP AND THE USE

OF THE APARTMENT IN THE APARTMENT COMPLEX

11.1 The Customer has right for private ownership for actual usable area of the

Apartment under the provisions of this Agreement and the technical equipment of

the Apartment used exclusively during duration of lease; to own and use generally

the joint – owned area, equipment in the Apartment Complex as defined in Article

11.3 duration of lease.

11.2 Areas and technical equipment within personal ownership of the Company include:

11.2.1 Apartments and equipment tied to Apartments of the Apartment Area that

the Company has not sold;

11.2.2 The commercial service area at the semi-basement;

11.2.3 Basement area;

11.2.4 In addition the Company has full rights of management and usage of the

following areas: commercial campus at ground floor; swimming pool;

placement area for machinery and telecommunication devices on the terrace;

advertisement and introductory signs for the Apartment Area/Project on the

terrace; business and exploitation rights of advertisement signs installed

inside the commercial service area, the entire outer side of the commercial

area building;

11.2.5 Technical equipment system of personal usage of the Company.


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11.3 Areas and technical equipment within joint ownership of owners in the Apartment

Area include:

11.3.1 Space and system of bearing structure, technical equipment for joint usage

in the Apartment Area including bearing frames, pillars, walls, house walls,

Apartments separating walls, floors, hallways, stairs, elevators, emergency

exits, litter cages, technical boxes, power supply, water supply, contact

information system, radio, television, water drainage, sump, lightning

conductor, firefighting and other portions not within personal ownership of

the Customer, the Company or other Apartment Area owners;

11.3.2 Outer technical infrastructure system but connected to the Apartment Area,

except the technical infrastructure system used for public purpose or for

handing over to the Government or the investor to manage per the approved

Project content;

11.3.3 Public works in the Apartment Area but not within the construction

investment for business or for handing over to the State per the approved

Project content includes common yard, flower garden, park and other works

determined in the approved Project content;

11.3.4 Areas remaining outside of the personal ownership of the Customer or the

Company or other Apartment Area owners.

11.4 Both Parties agree to the Management Fee as specified at Appendix 03

[Payment Progress Sheet] attached.

ARTICLE 12: PARTICIPATION IN APARTMENT LEASING, SUBLEASING

PROGRAM

12.1 The Customer has the right to participate in the Apartment Leasing, Subleasing

Program provided by the Company (or the Management Company appointed by the

Company).

12.2 When participating in the Apartment Leasing, Subleasing Program, the

Customer shall be entitled to enjoy the following benefits:

12.2.1 Be entitled to enjoy preferential policy for the member of the Apartment

Leasing, Subleasing Program;

12.2.2 Be entitled to use the Apartment for free within 20 (twenty) days a year

(excluding day off, holiday, Tet, …);

12.2.3 Be divided up by the company the corresponding amount of 08% / year (eight

percent per year) on the Rental Price of Apartment (exclusive of VAT,

maintenance funding and taxes, fees and other charges ...) or by agreement

and the amount will paid by the Company to the Customer every 06 (six)

months, within 15 (fifteen) first days of the next cycle.


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12.2.4 Not payable for Management Funding during participation in Apartment

Leasing, Subleasing Program.

12.3 When the Customer decides to participate in the Apartment Leasing, Subleasing

Program, the Company and the Customer will sign an Agreement on Participation

in Apartment Leasing, Subleasing Program to specify the term for participation in

apartment leasing, subleasing program, terms and conditions, income defining

method, benefits, Customer income management and other relevant regulations.

12.4 When the Customer arbitrarily lease, sublet the apartment (not signing the contract

for the program to lease or sublease the apartment with the Company), Customer

will be responsible for the state agency relevant and sufficient to present valid

documents related to the business Apartments for company.

ARTICLE 13: DEAL WITH BREACH OF CONTRACT

13.1 In case the customer breaks the regulations of Contract:

13.1.1 If the Company is late in handing over the Apartment after the Customer has

paid in accordance with the Contract then the Company shall be penalized

1.5%/month for the amount the Customer paid the Company (not including

interest of late payment, compensation of violation that the Customer paid

the Company, if any) and counted from the deadline of Apartment handover

per Article 8 until the Company informs handover of Apartment. The penalty

shall be paid by the Company to the Customer at the time of Apartment

handover;

13.1.2 If the Company delays Apartment handover for over 180 (one hundred

eighty) days, starting from the deadline of Apartment handover as agreed at

Article 8 of this Contract and the Customer has performed payment as

specified in the Contract then the Customer shall have the right to continue

performance of this Contract with a supplemental agreement on a new

Apartment handover time or a unilateral termination of Contract.

In the event the Customer decides to unilaterally terminate the Contract, the

Company shall:

(i) Refund the Customer of the entire amount paid (not including interest of

late payment, compensation of violation that the Customer paid the

Company, if any);

(ii) Pay the amounts per Article 13.3 below.

13.2 In case the Company breaks the regulations of Contract:

13.2.1 In the event the Customer violates the obligation of payment for due

amounts as specified in this Contract, the Customer shall pay an additional


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interest of late payment which is 1.5%/month for the amount paid late,

counting from the payment deadline to the date of full payment by the

Customer (including the interest of late payment) to the Company. The amount

paid by the Customer will be used to pay for the amounts due under the

provisions of the contract, late payment penalties, fines for violations and

compensation for damage (if any).

13.2.2 In the event the Customer delays payment for over 30 (thirty) days of each

period or over 90 (ninety) cumulative days of all payment periods, the

Company has the right to unilaterally terminate the Contract after having

informed the Customer in writing. In accordance with such, in addition to the

interest per Article 13.2.1 above, the Customer shall also pay the Company the

amounts per Article 13.3 below.

13.2.3 In the event the Customer is late in providing documents, paying taxes, fees,

performing actions in accordance with the law and the information of the

Company for the Company to perform acquisition of Certificate for the

Customer (except in case the Customer voluntarily performs this procedure)

then for each day of late performance the Customer shall pay the Company an

interest of 1.5%/month based on the remaining amount payable of the

Contract. The interest is counted from when the Customer delays performance

per the Company’s information until the Customer has fully completed their

records and condition to be issued a Certificate.

13.3 Each Party shall be penalized 20% Renting Price and shall pay the other Party the

differential amount between the Renting Price per Contract and the renting price per

market of the Apartment at the time of Contract termination in the event the unilateral

Contract termination is against this Contract or the other Party unilaterally terminates

the Contract due to violation by one Party which is specified as the condition of

Contract termination.

13.4 After Contract termination, the Company is allowed full rights of leasing or selling the

Apartment to another customer without requiring permission of the Customer and

shall refund the amount the Customer has paid (not including interest, or interest of

late payment, or violation penalty that the Customer has paid the Company, if any)

after the Company has:

13.4.1 Received payment of Selling/Renting Price corresponding to the periods the

Customer has paid from another individual or organization

purchasing/renting the Apartment;

13.4.2 Deducted the interest of late payment and other amounts specified at Article

13.1 or Article 13.2 (depending on which Party made the violation) and

Article 13.3.

In the event after having deducted the amounts as stated at Article 13.4.2 and the

remaining amount is not enough to perform the Customer’s obligations per this


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Contract then the Customer shall be repsonsible for full payment per the

Company’s information.

13.5 In the event a Party violates the Contract (the Violator) and is dealt with as specified

at this Article then the Violator shall be responsible for paying, returning to the other

Party (the Violated) within 10 (ten) days from receiving the information of the

Violated, unless the Contract has different provisions or both Parties have different

agreements. If the Violator is yet to perform such work past this durationthen in

addition to being subject to handling measures as specified in the Contract, the

Violator shall also pay the Violated an interest of 150% interest rate applied as

specified in this Contract.

The payment, return above shall be done by transfer into the Violated’s account, the

transfer cost of which shall be at the Violator’s expense.

ARTICLE 14: COMMITMENT OF THE TWO

PARTIES 14.1 Commitment of the Company:

14.1.1 The Company undertakes that the Apartment does not belong to the object

whose transaction is prohibited under the regulation of the law.

14.1.2 Apartment is built under approved project, design and drawing as provided

to the Customer, ensure correctly quality and building materials as regulated

in this agreement.

14.2 Commitment of the Customer

14.2.1 Have researched, reviewed information of the Apartment carefully;

14.2.2 Has full legal capabilities, is allowed by the law of Vietnam to sign this

Contract to rent the Apartment and transactions incurring from the Contract

in accordance with the law. This Contract constitutes the legal, valid and

binding obligations to the Customer;

14.2.3 Has received copy of documents and necessary information related to Apartment,

the Customer has read carefully and understood regulations in the Agreement as well

as attached appendix. The Customer has find out any necessary problem to control

confidence level of that documents and information;

14.2.4 The amount of lease the Apartment according to the agreement is legal, do

not conflict with any the third party. The company will not has responsible

for dispute of amount paid to the Company in the Agreement. In the event of

dispute regarding the renting amount of this Apartment this Contract shall

still be effective to both Parties;

14.2.5 Provide any necessary document according to the Company’s requirements

to execute procedure for granting Certificate under regulations of law.


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14.3 Commitment on meeting requirements of tourist accommodation:

Owners (including the Company and the Customer performing tourist

accommodation business) shall meet all requirements to perform tourist

accommodation business and ensure full performance of obligations in accordance

with the law on accommodation business and the Regulation such as:

14.3.1 Have a Certificate of qualification in fire protection, ensuring thorough fire

prevention work from the issuance of certificate and during operation;

14.3.2 Have a Certificate of qualification in security, order issued by the Khanh Hoa

Police Department of Administrative management on social order and can

ensure security and order work throughout the process of business,

temporary residence;

14.3.3 Have registered business and issued certificate by the Khanh Hoa Department

of Planning and Investment;

14.3.4 Perform tax declaration with the Tax Department.

14.3.5 Submitt a registration form of tourist accommodation facility class to the

Vietnam General Department of Tourism;

14.3.6 Publicly list the sale price and service, Rules, Regulations in Vietnamese and

foreign languages; inform the tourists clearly of the Apartment Area’s

promotional program in each period;

14.3.7 Ensure the quality of service, of equipment is stable, maintaining the

standards of the Apartment Area per the rate, class acknowledged by the

authorized government agency of tourism;

14.3.8 Perform methods in order to ensure environmental sanitation, food safety

sanitation, equipment safety; strictly perform provisions on fire prevention,

ensuring safety of lives, health and assets of tourists;

14.3.9 Correctly perform provisions of the government management agency on

health when discovering tourists with contagious diseases;

14.3.10 Declare, register temporary residence for guests through the Temporary

residence Declaration software issued by the Khanh Hoa Police Department

of Administrative management on social order.

14.4 Both Parties shall understand that the Apartment Area is used for temporary

residence and business of temporary residence, and does not constitute a residential

unit, housing. The owner, user of Apartment shall not be issued a household book

per provisions. The management of the Apartment Area shall be done per the

Regulation, and an Apartment administrative board shall not be established in

accordance with the housing law.


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14.5 Both Parties shall ensure the signing of this Contract between both Parties are

completely voluntary, not forced, cheated and shall commit to correct performance

of the provisions in this Contract.

14.6 In the event one or several Articles, clauses, points in this Contract are declared by

an authorized government agency to be invalid, of no legal value or impracticable

by current law provisions then other Articles, clauses, points of this Contract shall

remain effective for both Parties. Both Parties shall commit to quickly alter the

Articles, clauses, points that are deemed invalid or of no legal value or impracticable

by law provisions to be appropriate with the will of both Parties.

ARTICLE 15: EVENTS OF FORCE MAJEURE

15.1 Force Majeure is understood as events happening out of control and

acknowledgement of the Affected party, including but not limited to events such as:

War, riot, terrorism or calamity or change of legal plan, policy of the Government;

Forced performance of decision of an authorized government agency or other cases

provided by the law; Change in undertaking, policy, law, planning of Project of the

Government, delay of authorized Government agency or officer; Strike; scarcity of

supplies, equipment; Accidents, sickness that require emergency at health facilities.

All cases of simple financial problems shall not be considered a Force Majeure.

15.2 When occurring Force majeure event, affected party of force majeure event must

immediately notify to the other party within 10 (ten) days, from the date of occurring

the force majeure event, send to the other party a written notice that specifies applied

measures to remedy the situation and provides information on the Force majeure

event affecting to performance of the Contract with legal confirmation of related

local authority. When affected party cannot implement its obligations due to Force

majeure event will be not considered violation under the Contract and is not basis

for the other party to terminate the Contract if Affected party performs correctly its

responsibilities according to regulations in this Article. When occurring Force

majeure event, Affected party must effort to recover the situation and apply possible

measures to pass the force majeure as soon as possible and limit in maximum

damages that may occur.

15.3 The performance of obligations per the Contract of both Parties shall be suspended

during the occurence of Force Majeure. Both Parties shall continue their

performance of obligations after the termination of the Force Majeure, except cases

specified at Article 16.1.3.

ARTICLE 16: TERMINATION OF CONTRACT


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16.1 The Contract will be terminated if occurring one of the following cases:

16.1.1 Two Parties agreed to terminate the Agreement in writing. In this case, both parties

will make agreements with specific conditions and termination period of the

Agreement;

16.1.2 The contract is unilaterally terminated by either Party according to reasons

mentioned in the agreement;

16.1.3 In case the party affected by the Events of Force Majeure cannot continue to execute

their obligations within 90 (ninety) days, from the date of Force Majeure and both

parties do not any agreement then each party has right unilaterally terminate the

Contract and the termination of the Contact will not considered violation of the

agreement.

16.2 In case terminating the agreement according to regulations in Article 16.1.1 and

Article 16.1.3, both Parties will contract conditions and termination period. In case

terminating the agreement according to regulations in Article 16.1.2, result of

termination to this Contract will be execute as regulated in Article 13.

ARTICLE 17: NOTICE

17.1 All notices, requests, complaints or correspondence, what are sent by one party to

remain party under this Agreement, must be made in writing and sent to the other

party as the address at the beginning of this Agreement. Each Party must promptly

notify the other party of the change of address (if any) to avoid case of not to be

received this notice. In the event of an uninformed change of address then the

Informer shall not be responsible for the Changing party’s non-reception of

information.

17.2 Both Parties agree that, informations, requests, claims shall be considered received

if sent to the correct address, correct recipient of information, correct form of

information per Article 17.1 and in the following period:

17.2.1 On the sent date in case hand-delivered letter with signed receipt; or

17.2.2 On the date, when the sender received successful sent notice in case via fax;

17.2.3 On the second days from the date of postmarking in case of an express mail or a

registered letter sent to the receiver in the same province with the sender’s; and on

the fourth day from the date of postmarking in case of an express mail or registered

letter sent from the sender's province different from the receiver’s province; on the

seventh day for the foreign post from the date of postmarking at the sending place.

In the event at the time of reception of information, request, claim or transaction

letter is after 4 (four) PM then the date of information reception shall be considered

the next working day of the date above.


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ARTICLE 18: OTHER AGREEMENTS

18.1 All rights, benefits, obligations, responsibilities of both Parties in this Contract shall be binding

rights, benefits, obligations and responsibilities for their two successors and two approved

transferees respective. In case, the Customer dies or is declared to be dead, the Customer’s

successor(s) is inherited any and all rights and obligations of the Customer hereunder.

18.2 Should each Party at any time not require the other party to comply with or perform

any regulations of this Contract, this shall: (i) not affect such Party’s requirement

for the other Party to comply with or perform these regulations at any time

thereafter, or (ii) not be understood as the removal of such Party for violation of any

regulations hereof or the subsequent violation of the regulations hereof. The rights

and remedial measures defined herein are the rights and remedial measures

associated with and not excluded the rights and remedial measures as prescribed by

the law.

18.3 In the event the time of performance of commitments, obligations specified at the

Contract falls in a Sunday or a holiday inaccordance with the law then the performance

date of commitments, obligations shall be the next working day in accordance with the

law.

ARTICLE 19: SETTLEMENT OF DISPUTES

Where both Parties have disputes regarding the contents of this Agreement, both Parties

mutually discuss and settle through negotiation. Within 30(thirty) days since each Party

notifies in writing the other Party of arising disputes, such disputes are not settle by

negotiation, either Party reserves the right to require the Court to settle them as

stipulated by Vietnam law.

ARTICLE 20: ENFORCE OF THE CONTRACT

20.1 This Agreement is drafted, explained, referenced and adjusted by and in accordance

with the law of Vietnam. All relevant matters not specified in this Contract shall be

applied in accordance with the law of Vietnam. This Contract and all of its

Appendices constitute the entire agreement between both Parties and replace all

previous agreements or memorandums, whether in speech or in writing, between

both Parties related to the content of this Contract.

20.2 All altered, supplemented agreement of this Contract shall be made in Appendices

with legal signature and seal of both Parties (in the event the Customer is an

individual then their seal is not required). All appendices attached with this Contract

and alterations, supplementations per agreement of both Parties shall be integral

content of this Contract and shall have executive effect on both Parties. In


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the event of a conflict, difference, equivocacy between the Contract and the

Appendix regarding the same matter than the provisions at the Appendix shall be

preferred for application.

20.3 The Agreement take into effect from the signing date. This Contract shall be

implicitly terminated in the event the Customer does not pay fully for the 1st

period

after over 03 (three) days since the signing between both Parties as specified in the

Contract. In this case, the amount the Customer reserved/deposited (if any) shall not

be returned, and the Customer shall also lose the right to rent the Apartment.

20.4 This Agreement is made into 04 (four) copies with the same validity, the Customer

will keep 01 (one) copy, the Company will keep 03 (three) copy.

20.5 In the event the Customer requests then the Contract shall be made 02 (two)

additional original copies in English, both Parties keeping 01 (one) copy. English

and Vietnamese copies have identical legal value, however, in the event of conflict,

difference between the Vietnamese and English copies, then the Vietnamese copy

shall be preferred for application.

CUSTOMER COMPANY’S REPRESENTATIVE

By Mrs.: ………….

Representative authorized by power of attorney

by the Office of Notary Certification Center dated 18.02.2017.


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APPENDIX 02:

LIST OF BUILDING MATERIALS – APARTMENTS II

(KUBERA CONDOTEL)

I. INDOOR FINALIZATION

No. Position Description

Floor:

Ceramic tiles: Taicera or Prime or equivalent.

Skirting: Taicera or Prime ceramic tiles or equivalent.

Wall:

- Building and plastering as a prepared design

- Painting wall by water paints of premium Spec or Daeyoung or

Living

equivalent.

1

Ceiling:

room

- 300-grade armored concrete, Nghi Son cement PC40

- Ceiling finalization: Plaster ceiling, ceiling-painting finalization by

water paint of Premium Spec or Deayoung, or equivalent.

Main door:

- Materials: Industrial wood, PU paint

Door Frame:

- Materials: natural wood-Group 4, PU paint

Floor:

Gago 12mm thick wood flooring or equivalent

Wall:


- Painting walls by water paints of premium Spec or DAEYOUNG or

2

Bed equivalent.

room

Ceiling:

- 300-grade armored concrete, Nghi Son cement PC40

- Ceiling finalization: Plaster ceiling, ceiling-painting finalization by

water paint of Premium Spec or Deayoung, or equivalent.

Main door:

- Seawindow steel core plastic door(s), 8mm thick glass or equivalent

Floor:

3

Dining Ceramic tiles: Taicera or Prime or equivalent.

room


Wall:


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- Painting walls by water paints of premium Spec or DAEYOUNG or equivalent.

Ceiling:

- 300-grade armored concrete, Nghi Son cement PC40 - Ceiling finalization: Plaster ceiling, ceiling-painting finalization

by water paint of Premium Spec or Deayoung, or equivalent.

Floor:

Ceramic tiles: Taicera or Prime or equivalent.


Wall:


- Painting walls by water paints of premium Spec or DAEYOUNG or equivalent.

4 Toilet Ceiling:

- 300-grade armored concrete, Nghi Son cement PC40 - Ceiling finalization: Plaster ceiling, ceiling-painting finalization

by water paint of Premium Spec or Deayoung, or equivalent.

WC Door:

- Seawindow steel core plastic door(s), 8mm thick normal glass or equivalent

II. LOW VOLTAGE, ELECTRICAL EQUIPMENT, AND SANITARY EQUIPMENT:

Electrical equipment:

- Sino pipes putting wires insidewill be installed to positions as designed by the Investor

- Cadivi wires will be installed to positions as designed by the Investor

- Lights: Duhal or Galaxy or equivalent.

- Switches, sockets, faceplate: Panasonic or equivalent.

- Aptomat: Schncider or equivalent.

- Smart lock(s), Orbita Magnetic card switch(es) or equivalent.

Sanitary equipment:

- Toilet bowl, lavabo, lavabo faucet, shower, hand spray, towel bar, toilet paper box: Caesar or equivalent.

- The Investor will installindirect water heater system Aristol (or equivalent) for each toilet room.

Telephone - Telecommunication:

- Telephone, Internet will be installed to position as designed by Investor


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and the service provider is VNPT Khanh Hoa or equivalent.

- Television system will be installed to position as designed by Investor and the service provider is VTVcab or equivalent.

III. AIR-CONDITIONING

- Daikin Central Air-conditioner 2.0 HP in living-room or equivalent.

- Daikin Wall Air Conditioner(s) 1.0 HP - in the bedroom or equivalent

Notes:

1. Depending on actual work execution, differences can be arised compared to the drawing

or the apartment plan drawing, the Apartment can be adjusted, but it makes sure not

affected on general structure and utility of the Apartment.

2. Depending on the specific condition, after notifying to the Buyer, the Seller can

replaceabove decribed materials or equipment with the same quality and price ; in case,

abovementioned materials and equipment of providers are undersupplied, or have not been

produced and/or sold on the market or in case materials and equipment need to be changed

in accordance to requirements of the design for aesthetics and/or technical features.



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APPENDIX 03:

PAYMENT PROGRESS SHEET – APARTMENTS II

(Kubera Condotel)

(Attached ShortTerm Apartment Lease Agreement No:077/2017/HDT/ChamOasisApartmentsII)

(C23 Floor 5)

I. Rent payment for Apartment: Customers will pay for Company as schedule

below:

Stage

Ratio

Amount of

Date of Payment

payment

Security

To deposit at the time of lease decision and the Lease

100.000.000

Agreement for Tourist Apartment will be signed within 07

Deposit

days (Deposit is not refunded)

Stage 1 30%

561.240.000

Within 07 days from the deposit date (Included

security deposit)

Stage 2 10% 187.080.000 Deadline: 05 March 2017

Stage 3 10% 187.080.000 Deadline: 05 April 2017

Stage 4 5% 93.540.000 Deadline: 05 May 2017

Stage 5 5% 93.540.000 Deadline: 05 June 2017

Stage 6 5% 93.540.000 Deadline: 05 July 2017

Stage 7 5% 93.540.000 Deadline: 05 August 2017

Stage 8 25%

467.700.000

Within 05 days from the notice day handing-over

apartment (Estimated Quarter III/2017)

Stage 9 5% 93.540.000 At right time when Companyissues Certificate

Total 100% 1.870.800.000

II. Rent payment for Apartment: Customers will pay for Company as schedule

below:

III. First year Management fee:Customer will pay once for first year management fee

to the Company from handing-over time Apartment to Customer, this amount is

included value-added-tax of 17,920 dong/m2 use area in real/month (Seventeen

thousand nine hundred twenty dong per one square meter of use area in real for a

month).


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The Customer will pay for management fee under regulations in the Appendix 04

as follows.

IV. Maintenance fee: Charge of 2% of Apartment Lease Price and VAT not included,

Customer will pay for Company as notice hand-over Apartment.

V. Registration fee, Certification fee and taxes, fees, other fees related to

certification: The customer will pay for as Company notice about issuing

certification

VI. Payment for Fire and Explosioncompulsory Insurance: The customer will pay

the cost of Fire and Explosion compulsory Insurance as notice of the Company,

correspond with use area in real compared to total construction area of the

Apartment.



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APPENDIX 04: PROVISIONS ON MANAGEMENT SERVICE

(attached with Tourist Apartment Renting Contract)

I. SCOPE OF MANAGEMENT SERVICE The management, operation service for the Kubera Condotel Tourist Apartment

Project – Cham Oasis Luxury Resort Condotel & Villas includes:

1. General management:

- Instruct and supervise the performance of the Provisions on Management

Service, Regulations of Management, Usage of the Kubera Condotel Tourist

Apartment Project – Cham Oasis Luxury Resort Condotel & Villas; remind

cases of violation to ensure security, safety for all residents in the Kubera

Condotel Tourist Apartment Project – Cham Oasis Luxury Resort Condotel

& Villas.

- Monitor, supervise the execution, construction, repair in the Kubera

Condotel Tourist Apartment Project – Cham Oasis Luxury Resort Condotel & Villas; handle violations of execution, construction, repair regulations of

the owners in the Kubera Condotel Tourist Apartment Project – Cham Oasis

Luxury Resort Condotel & Villas.

- Inform in writing of the provisions, requirements at the Kubera Condotel

Tourist Apartment Project – Cham Oasis Luxury Resort Condotel & Villas

to the owners in the Kubera Condotel Tourist Apartment Project – Cham

Oasis Luxury Resort Condotel & Villas.

- Assist residents in government-related procedures such as: registration of

temporary residence and absence, registration of electricity, water, phone,

cable television installation and relevant procedures.

- Inform residents on situations related to power, water cut schedules of the

state, state announcements related to the residents, provisions of the Kubera

Condotel Tourist Apartment Project – Cham Oasis Luxury Resort Condotel & Villas, violations of the residents, security and order situation at the

Kubera Condotel Tourist Apartment Project – Cham Oasis Luxury Resort

Condotel & Villas,…

- Instruct residence in the performance and participation in fire prevention,

fire fighting.

- Resolve incidents related to security and order, contact local authorities

when it is not within the authority or is beyond the capabilities.

- Accept and handle all announcements, claims, opinions of the residents.

- Reconcile disputes of the residents in the Kubera Condotel Tourist

Apartment Project – Cham Oasis Luxury Resort Condotel & Villas.


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2. Environmental sanitation:

- Collect and transport household waste.

- Sweep, clean the roadway, collect trash on the roadside, pavement and

areas within the Joint Ownership.

- Cooperate with the trash disposal unit to collect trash from households and

other areas in the Kubera Condotel Tourist Apartment Project – Cham Oasis

Luxury Resort Condotel & Villas to gather to the landfill area for disposal.

- Process deodorant, cleaning of trash container (if any) and trash dumping

areas.

- Exterminate mosquitoes, bugs, insects, cockroaches, termites,....

- Regularly clean the rainwater pits.

- Dredge the sewers once a year.

- Operate, maintain and repair the sewage processing system.

- Manage, clean, supplement water for use in public bathrooms in the Kubera

Condotel Tourist Apartment Project – Cham Oasis Luxury Resort Condotel & Villas.

3. Bonsai care:

- Care, water the grass, flowers, park trees, mini-scene clusters, pavement

grass, streets... daily.

- Maintain and pose flower pots, plants.

- Water, manure.

4. Maintenance – repair:

- Maintain, operate, control, renew, repair, clean all areas of joint usage,

equipment and lighting system at areas of joint usage.

- Maintain infrastructure works, pipes, conductors and other areas within the

area of joint usage or for the general purpose of the entire Kubera Condotel

Tourist Apartment Project – Cham Oasis Luxury Resort Condotel & Villas.

- Assist and remedy other technical faults in the Kubera Condotel Tourist


5. Security:

- Perform general security work for the entire Kubera Condotel Tourist


- Perform fire protection work.

- Instruct visitors entering and exiting the Kubera Condotel Tourist

Apartment Project – Cham Oasis Luxury Resort Condotel & Villas. Lease Agreement for tourist Apartment Page 36 of 49

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- Instruct parking at the prescribed areas.

- Remind sanitation, assist and supervise the construction unit to ensure labor

safety.

6. Fire protection work:

- Establish a regular fire protection team to timely resolve incidents before

professional fire protection forces arrive to ensure safety for the lives and

properties of the owners.

- Establish fire protection plan, contact the fire protection authority to

present the plan, and organize periodical fire protection training.

7. Pay the electricity bill, water bill, environmental sanitation fee in the area of

joint usage of the Kubera Condotel Tourist Apartment Project – Cham Oasis

Luxury Resort Condotel & Villas.

8. Purchase trash bin, buy or rent machineries, equipment and accessories

necessary for the area of joint usage of the Kubera Condotel Tourist Apartment

Project – Cham Oasis Luxury Resort Condotel & Villas.

9. Other service that the Company or the designated Management Company deems

necessary for the Kubera Condotel Tourist Apartment Project – Cham Oasis

Luxury Resort Condotel & Villas, the Apartment owner, the renter, or for

visitors.

10. Other expenses necessary for administration, management and maintenance

work of the Kubera Condotel Tourist Apartment Project – Cham Oasis Luxury

Resort Condotel & Villas, including wage and schemes for the laborer,

equipment, office, activities related to accounting profession, expenses payable

to the Management Company (if any), payment for professional supervision that

the Management Company deems appropriate and necessary. II. MANAGEMENT FEE

1. Management Fee: The Management Fee of the first year shall be paid once by the Customer to the

Company starting from the Company’s handover of the Apartment to the Customer, the Management Fee which has included the value-added tax is:

17,920 dong/m2 Actual Use Area/month (Seventeen thousand, nine hundred

twenty dong per square meter of Actual Use Area per month).

The Management Fee stated above is the fee applied for the management

services provided at Section I of this Provision. In the event the Customer needs

to use other services and utilities in the Kubera Condotel Tourist Apartment

Project – Cham Oasis Luxury Resort Condotel & Villas then they shall pay the

corresponding usage fee as provided at Section III below.

Depending on the movement of the market price, the Company (or the

Management Company designated by the Company) shall calculate and re-

determine the Management Fee to be appropriate with the management,


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operation reality of the Kubera Condotel Tourist Apartment Project – Cham

Oasis Luxury Resort Condotel & Villas and shall announce to the Customer

prior to application.

2. Payment of Management Fee: - For the first year: Pay as provided in the Payment Progress Sheet. - Starting from the second year, the Customer shall pay Management Fee by

quarter, at the latest the 5th

date of the first month of each quarter.

In the event the Customer pays overdue compared to the specified period, the

Company or the Management Company designated by the Company shall apply

an interest of 0.05% per day for the unpaid due amount. This interest and extra

expense shall be accounted in the Management Fee Account.

The Customer shall pay the corresponding value-added tax for all of their

expenses (if any).

3. The Management Fee shall not include:

- Purchase fee of mandatory fire insurance and other insurances per legal provisions for the Apartment.

- Parking fee, usage fee of utility works requiring fee payment.

- Usage tax of non-agricultural land along with usage amounts of electricity,

water, telecommunication service; taxes, costs, fees related to the ownership, usage, decision of the Apartment.



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APPENDIX 05:

PROVISION OF USAGE OF MAINTENANCE EXPENSE OF JOINT

OWNERSHIP AREA

(Attached with Tourist Apartment Renting Contract)

1. Maintain the items and areas of joint ownership, including:

- Space and system of bearing structure, technical equipment for joint usage in the

Apartment Area including bearing frames, pillars, walls, house walls, Apartments

separating walls, floors, roofs, terrace, hallways, stairs, elevators, emergency exits,

litter cages, technical boxes, power supply, water supply, contact information

system, radio, television, water drainage, sump, lightning conductor, firefighting

and other portions not within personal ownership of the Customer, the Company or

other Apartment Area owners;

- Technical infrastructure system is outside but connected to the Apartment Area,

except the technical infrastructure system used for public purpose or for handing

over to the State or the investor to manage per the approved Project content;

- Public works in the Apartment Area but not within the construction investment for

business or for handing over to the State per the approved Project content includes

common yard, flower garden, park and other works determined in the approved

Project content;

- Areas remaining outside of the personal ownership of the Customer or the

Company or other Apartment Area owners.

2. Maintain the system of equipments within joint ownership of the Apartment Area

including elevators, generator, water pump, ventilation system, lighting power

supply system, household power, shared electrical equipment, water supply and

drainage system, gas supply system, central heater, radio and television, contact

information, fire protection, lighting conductor and other shared equipment;

3. Maintain the outer technical infrastructure system connected with the Apartment

Area, public works; 4. Process clogged sewage, drain the sump periodically; inoculate for the sewage

system of the Apartment Area; 5. Other contents per legal provisions of the current housing.



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APPENDIX 06:

MANAGEMENT REGULATIONS OF OPERATION, EXPLOITATION OF

TOURIST ACCOMMODATION BUSINESS ESTABLISHMENT Cham Oasis Luxury Resort Condotel &Villas (Attached with Tourist Apartment Renting Contract)

Pursuant to:

- Tourist Law no. 44/2005/QH11 passed by the Congress on June 14, 2005;

Residence Act no. 81/2006/QH11 passed by the Congress on November 29, 2006,

adjusted and supplemented on 2013; other relevant documents and the instruction

document;

- Document no. 543/SDL-QLCSLT dated November 22, 2016 of the Khanh Hoa

province Department of Tourism regarding the management of tourist apartment

type in the tourist accommodation business establishment;

The Island Tourism Joint stock company issues the Management Regulations of Operation,

Exploitation of Tourist Accommodation Business Establishment of Cham Oasis Luxury

Resort Condotel & Villas (hereafter referred to as “Regulation”) including the following

terms:

ARTICLE 1: GENERAL PROVISIONS

1.1 Purpose of Regulation

This Regulation is formed on the basis of common benefits for the owner and the

tourists using the tourist accommodation apartment service at the Tourist Apartment

Area (hereafter referred to as “Apartment Area”) within the Cham Oasis Luxury

Resort Condotel & Villas project (hereafter referred to as “Project”) in order to:

1.1.1 Protect the legal benefits and ensure safety for the Residents.

1.1.2 Improve the living condition for the Residents.

1.1.3 Ensure security and order in the area.

1.1.4 Ensure sanitation of environment, landscape, scenery; maintain the quality,

architecture of the works.

1.1.5 Increase property value at the Project.


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1.2 Scope of adjustment

This Regulation adjusts the provisions on business exploitation model of the tourist

apartments at the Project (hereafter referred to as “Apartment”); the

responsibilities of the Investor in management of operation, exploitation of the

entire tourist accommodation establishment at the Project; rights and obligations of

the individual, organization owning the Apartment, accommodation business and

tourists using the tourist accommodation apartment service at the Project

(“hereafter referred to as “Resident”).

1.3 Applicable subjects

This Regulation is applied to all organizations, individuals owning Apartments,

accommodation business activities and tourists at the Project.

ARTICLE 2: APARTMENT BUSINESS EXPLOITATION MODEL AND THE

MANAGEMENT BOARD

2.1 Apartment business exploitation model

The organization, individual owning the Apartment is allowed to perform self

business of accommodation when meeting the conditions of accommodation

business activities at Article 4.2 of this Regulation and relevant legal provisions or

participates in the Apartment Leasing and Re-Leasing Program of Island Tourist

Joint Stock Company (hereafter referred to as “Investor”) by signing the

Participation Contract of the Apartment Leasing, Re-Leasing Program with the

Investor who shall represent the organization, individual owning the Apartment in

performing management, operation and business of Apartment and the organization,

individual owning the Apartment shall benefit from the policies of the Apartment

leasing program as well as profits from the Apartment business activities per

agreement.

2.2 Management board

The Management board is an organization established by the Investor to perform

management, operation of the Project in order to ensure normal activity of the

Project and take responsibility in resolving all matters related to the accommodation

business activities at the Project.


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The Management board shall chair and cooperate with the local authority and

residents in the Project in reviewing, deciding service activities for the Project and

resolving incurred problems (if any).

2.3 Responsibilities of the Investor

The Management board shall represent the Investor in performing the following

tasks:

2.3.1 Performance of management work

- Manage the usage, maintenance of public utilities and technical

infrastructure system (for items, works, public equipment) in the Project.

- Manage the document, execution items... of the public utility work systems

in the Project.

- Check and supervise relevant subjects in the performance of the regulation.

- Other relevant management contents.

2.3.2 Provision and organization of service performance

- Maintain security and order in the area (direct guard at checkpoint,

information instruction for guests, cooperation with authority when

discovering thievery and robbery …)

- Perform public sanitation cleaning, trash collecting for gathering and

transportation out of the Project.

- Operate the shared equipment system (public lighting, pump, generator,

supervision camera system …)

- Care for the flower garden, grass carpet at the public areas in the Project.

- Security and order maintenance work can only prevent, limit and stop

security and order risks, and does not mean absolute safety guarantee for

people and assets of the residents. The Management board is not responsible

for losses, damages, risks of people and asset that happen to residents.

Residents must have awareness of protection and self responsibility for their

personal assets and cooperate with the Management board in the protection

of the Project’s shared assets, prevention and stopping of violations

(thievery, robbery, stealing, security and order disruption …)


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2.3.3 Financial management

- Collect management and operation fee of Project Apartment area.

- Cooperate with authorities in the protection of security and order and other

relevant issues arising in the process of management and operation.

- Properly use the management and operation expense and the maintenance

expense of the joint ownership portion of the Project.

- Perform the management, exploitation, usage, maintenance of the basis

infrastructure, technical infrastructure and all public works, space utilities

within joint ownership of the apartment area per authorization or agreement

with the Investor.

- Other responsibilities to the Investor.

ARTICLE 3: GENERAL PROVISIONS FOR THE JOINT OWNERSHIP

PORTION OF THE APARTMENT AREA

3.1 The Investor, the user and visitors entering, exiting the Apartment Area shall

comply with the following provisions:

3.1.1. Use elevators and shared equipment properly in accordance with the purpose,

designed function, use weight. Children under 12 years old when using

elevators or common service works shall have a parent or a guardian

accompanying and supervising.

3.1.2. Do not damage or have behaviors of violation to common assets of the

Apartment Area

3.1.3. Do not misappropriate, use the area of joint ownership, joint usage for

personal goals; do not place items of personal ownership at joint ownership

portions. In the event of violation the item shall be considered derelict and

the Management board shall have the right to decide how to resolve. All

expenses incurring from said resolution shall be subjected to the Resident.

3.1.4. Do not perform any behavior of extension, misappropriation of area, space or

damage assets in the joint ownership/usage portion under any form;

demolish, renovate, remove or change the bearing structure, technical

infrastructure system, shared equipment, outer architecture of the Apartment

Area

3.1.5. Do not perform any behavior of division, exchange of joint ownership/usage

portion that is against the provisions of the Regulation.

3.1.6. Unauthorized persons are not allowed in technical, electrical, machinery

equipment rooms or other unauthorized areas.


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3.1.7. Residents shall pay all expenses and costs that the Management board has to

cover for the repair, replacement or remedy of damages or losses to the asset

of joint ownership/usage if said damages or losses are caused by Residents

or their guests.

3.1.8. Comply fully with the provisions of stopping, parking vehicles at specified

car stopping, parking areas.

3.1.9. Trash must be classified before dumping in the bins. Recyclables such as

plastic, paper, glass, metal,... must be put in a separate bag for recycling

purposes. Oversized items must be self-processed at their own expenses.

3.1.10. Do not perform forbidden behaviors specified at Article 3.2, in the event of

such violation, the Management board is allowed to apply methods specified

at Article 5.2 for handling.

3.2 Forbidden behaviors in management, usage of the Apartment Area

3.2.1. Cause security and order disturbance, use profanity and swearing, use radios,

televisions or sound-producing devices causing noise affecting the lives of

the owners, users of the Apartment Area.

3.1.11. Defecate, litter trash or wastes, toxics at wrong areas, causing environmental

pollution of the Apartment Area. Trash must be classified before dumping in

the bins. Recyclables such as plastic, paper, glass, metal,... must be put in a

separate bag for recycling purposes. Oversized items must be self-processed

at their own expenses.

3.2.2. Throw any item from the window, balcony of the Apartment.

3.2.3. Tend to animals in the Apartment Area affecting the order, scenery and living

environment of other Residents and the public area in the Apartment Area.

3.2.4. Burn joss paper, fire in the Apartment Area, unless at the joss burning area as

specified at the Apartment Area.

3.2.5. Hang, dry clothes or any other items on the balcony or the space from the

balcony above or cross the window of the Apartment.

3.2.6. Gamble or have activities of prostitution in the Apartment Area.

3.2.7. Have businesses related to explosive, flammable material, causing danger to

the lives and assets of users of the Apartment Area (such as weld, gas,

explosive materials and other dangerous businesses), have businesses in

cause noise, environmental pollution (such as restaurants, karaokes, dance

floors, vehicle repair; slaughterhouses and other polluting servuce

activities),…; hawker sale in the Apartment Area vicinity.


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3.2.8. Illegal purchase, sale, containment and use of drugs at the Apartment and

other places in the Apartment Area.

3.2.9. Arbitrary change the function, use purpose of the area, equipment within joint

ownership, joint usage of the Apartment Area.

3.2.10. Promote, write, draw against provisions; or perform other behaviors such as

hanging, installing signs, logos,... which are vulgar or have content with

advertising properties that can be seen from outside, pathways, entrances of

the Apartment Area/Project; or any other behavior not allowed by the law.

3.2.11. Leave electric circuit networks overlapped, junction boxes open, wires

dangling, contacting one another or other statuses that can cause short-circuit.

3.2.12. Leave items around blocking emergency exit doors, obstructing emergency

paths in all events.

3.2.13. Doesn’t immediately repair or replace unsafe wires and electrical equipment.

3.2.14. Sabotage, misappropriate fire extinguishers.

3.2.15. Bring, keep or contain handguns of various types, gunpowder, explosives,

flammables, fuel, dangerous and toxic materials, flammable substances or

substances against provisions on fire prevention inside or outside of their

Personal Ownership/Usage portion (except gases allowed by the

Management Board).

3.2.16. Other behaviors as specified by the law in relation to the Apartment Area or

as specified in addition by the Apartment Area Conference in accordance

with each Apartment Area.

ARTICLE 4: OBLIGATIONS AND RIGHTS OF THE RESIDENTS

4.1 General obligations of the Residents

4.1.1 Use the Apartment appropriately

4.1.2 Guests entering the Apartment Area must register, present their personal

identification at the reception desk (if any) or at the security booth and must

comply with the instructions of the receptionist or security guard of the

Apartment Area. In necessary cases, the receptionist or the security guard of

the Apartment Area shall keep the personal identifications of the guests

entering the Apartment Area for control of security, safety of the Apartment

Area. For office, service, commercial areas the registration, presentation of

personal identifications is not required.

4.1.3 Persons coming to temporarily reside at the Apartment shall register a list of

temporary residences with the reception desk (if any) or at the security booth;

inform the host ward public security office of temporary residence.


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4.1.4 Apartment users, temporary residents shall be responsible to the law of

behaviors that violate this Regulation.

4.1.5 Adhere well to the provisions at this Regulation and other provisions

provided by competent authorities at each point, while also discover and

inform the Management board of violation behaviors of the provisions in the

Regulation.

4.1.6 Be responsible in performing maintenance for personal ownership portions

in time and appropriate with provisions ensuring unification,

synchronization, beauty for the apartment area. Restore to original status or

compensate for damage of the joint or personal ownership portion of the

residents. Facilitate for the responsible person to perform warranty, repair for

the joint ownership portion to ensure unification, synchronization and

general beauty for the apartment area.

4.1.7 Contribute fully and on time service fees to perform operation, maintenance

and repair of assets within joint ownership. In addition to fixed joint

expenses, residents shall pay fully expenses for maintenance, repair for items

within personal ownership of residents and other expenses for personal

benefits.

4.1.8 Pay fire insurances per legal provisions,

4.1.9 In the event of denial of payment or intentional delay of payment for the

maintenance fund, management fee or other fees payable as specified, the

Management board has the right to halt usage of public services and utilities

of said resident.

4.2 Rights of the Residents

4.2.1 Through the adherence to the provisions in this Regulation, Residents will

directly benefit from a clean, sanitized, civilized, friendly living

environment.

4.2.2 Have the right to participate in common business in the apartment area

through meetings of the Apartment Area.

4.2.3 Is supported and given answers to questions about regular administrative

procedures through the Management board (declaration of temporary

residence, absence).

4.2.4 Is allowed to use utility works (with or without fee) invested in by the

Investor or other providers including: traffic system, water supply and

drainage system, lighting, supervision camera, teleephone, data transmission

and contact information, switchboard, technical box, conductor, pool, gym,

plants and gardens…(referred to collectively as utility works) in the

apartment area.


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4.2.5 Is instructed to construct appropriately with the plan and is instructed to

connect utility works (water supply and drainage infrastructure,

telecommunication, electricity). For construction works that are

inappropriate with the construction design instruction or against the law, the

Investor shall request residents to adjust accordingly.

ARTICLE 5: OTHER PROVISIONS

5.1 Conditions for owners, business units to perform business, temporary

residence at the Apartment:

5.1.1 Have a Certificate of adequacy for fire protection, ensuring thorough fire

prevention work from the issuance of certificate and during operation.

5.1.2 Have a Certificate of adequacy in security, order issued by the Khanh Hoa

Police Department of Administrative management on social order and can

ensure security and order work throughout the process of business, temporary

residence.

5.1.3 Have registered business and issued certificate by the Khanh Hoa Department

of Planning and Investment.

5.1.4 Within 03 months from start of business activities a registration record of

tourist accommodation facility rate must be sent to the Vietnam General

Department of Tourism.

5.1.5 Perform declaration of tax to the Tax Department.

5.1.6 Declare, register temporary residence for guests through the Temporary

residence Declaration software issued by the Khanh Hoa Police Department

of Administrative management on social order.

5.1.7 Compensate tourists of damages responsible.

5.1.8 Take self responsibility to competent authorities if performing business and

temporary residence illegally and be subject to a penalty of Regulation

violation regarding conditions of business and temporary residence affecting

the reputation of the Investor.

5.1.9 When encountering incidents that can cause danger to the lives and safety of

asset in the Apartment Area then the owner, user shall inform the Apartment

Area Management Board immediately for handling.

5.1.10 When any Resident discovers fire, explosion or other emergency events, said

Resident must hit the fire/emergency alarm to inform Residents in the

Apartment Area to handle in time.

5.1.11 In the event of emergency incidents, needing to evacuate people outside the

Apartment Area then it must be done per instructions on the loudspeaker or

emergency exit signs or the instructions of the security guard, competent

authorities to transport people to safe areas.

5.1.12 In the event the Apartment or other areas of personal ownership are damaged

then the owner or user is allowed to repair, replace but must not damage the

joint ownership portion and affect other owners.


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5.1.13 In the event of replacement, repair or installation of additional equipment it

must be ensure that the structure of the Apartment Area is not changed,

morphed or damaged.

5.2 Dispute resolution

5.2.1 Disputes related to Apartment ownership, areas within joint ownership in the

Apartment shall be resolved by the Court.

5.2.2 Disputes related to the usage rights in the Apartment Area are resolved on the

basis of reconciliation (residents negotiate by themselves or the Management

board organizes reconciliation). If reconciliation cannot be done then it shall

be given to the Court for resolution.

5.2.3 Disputes related to management, usage, operation... are resolved on the basis

of reconciliation. If it cannot be done then the Management board is

responsible for reviewing, resolving or informing a competent authority for

resolution.

5.3 Violation handling

In the event a Resident violates one of the provisions in this Regulation then the

Management board shall prompt and have a document requesting the Resident to

cease violation behaviors. Within 03 days (three days) from prompting by document

if the Resident still does not remedy then the Management board has the right to

perform one or several of the following methods:

5.3.1 Cease provision of utilities, services for the Resident, the Apartment of said

Resident including but not limited to sanitation, power, water, security and

other public services.

5.3.2 Demand the Resident to remedy the consequences, compensate for damages

incurred to the affected party. In the event the Resident does not remedy, the

Management board or providers shall remedy the consequences of those

violations themselves and the violating Resident shall be responsible for

paying said expenses.

5.3.3 Report said violation to the competent authority for resolution and

performance of other methods appropriate with the legal provisions.

5.4 Execution terms

5.4.1 During the entire time the Management board performs their function as well

as with new incurring issues not within provisions, if the decisions of the

Management board are performed on the basis of reasonable researches, by

professional opinions and do not conflict with rights then the Management

board has the right to interpret and apply provisions in the spirit of the

Regulation and report back to the Investor for repair, supplementation of

incurred issues.


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5.4.2 The Resident commits when transferring the Apartment sale contract to

another party, that the Resident is obliged to inform the transferee the

provisions of this Regulation. The contract signee and actual Apartment users

shall be jointly responsible for all problems incurring from non-execution of

any terms provided in this Regulation.

5.4.3 This Regulation is effective immediately from the signing date of issuance

below and is binding to all applicable subjects as provided in this Regulation.



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Documents

the Head office of Hai Dao Tourism Holding Company, both ......Khanh Hoa province on allowing Hai Dao Tourism Holding Company to convert land use purpose to implement HAI DAO Resort