BINH THIEN AN PROPERTY JOINT STOCK COMPANY

AND

[CLIENT]

APARTMENT SALES AND PURCHASE AGREEMENT

Agreement No.: []/HD/DI

Apartment No.: [], Floor [], Tower [] ()

Diamond Island Project

Ho Chi Minh City

Date

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 SOCIALIST REPUBLIC OF VIETNAM
Independence Freedom - Happiness
--------------------------

Ho Chi Minh City, 2016

APARTMENT SALES AND PURCHASE AGREEMENT
No: []/[]/HD/DI
- Pursuant to the Civil Code dated June 14, 2005;
- Pursuant to the Law on Housing dated November 25, 2014;
- Pursuant to the Law on Real Estate Business dated November 25, 2014;
- Pursuant to Land Use Right Certificate No. T00027/1a dated December 7, 2009
issued by the Peoples Committee of Ho Chi Minh City;
- Pursuant to Decision No. 93/Q-SXD-PTN dated June 29, 2009, approval for
construction investment project issued by Department of Construction;
- Pursuant to Decision No. 33/Q-SXD-TDA, adjustment Decision No. 93/Q-SXD-
PTN dated June 29, 2009 issued by Department of Construction.
The Parties hereunder include:
SELLER (hereinafter referred to as Seller)
BINH THIEN AN PROPERTY JOINT STOCK COMPANY
- Business Registration Certificate No. 0304042918, first certification on December 12,
2005 and its 12nd amendment on March 31, 2016 isued by the Department of Planning
and Investment of Ho Chi Minh City.
- Represented by: [] Position: []
- Address: Sailing Tower, 111A Pasteur Street, Ben Nghe Ward, District 1, Ho Chi
Minh city
- Tel: (84-8) 38230458 Fax: (84-8) 38230460
- Account No.: 102 20775213017 at Techcombank Ho Chi Minh city branch
- Tax code: 0304042918
PURCHASER (Hereinafter referred to as Purchaser):
[]
- Date of birth: []
- ID/Passport No.: [] issued date: [] at []
- Address: []
- Tel: []
- Account No.: []
- Tax code: []

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(The Seller and the Purchaser are hereinafter referred to as Party individually and together
as Parties.)
The Parties agree to execute this apartment sale and purchase agreement with the following
terms and conditions:
Article 1. INTERPRETATION

In this Agreement, the following terms or phrase are construed as follows:

1.1 Floor Area of the Apartment means the area defined by the centerline of the
boundary walls, the walls separating of the Apartment, including the area of the colums
and technical box inside the Apartment;
1.2 Usable Area of the Apartment means the area of the Apartment shall be determined
according to carpet area comprised of the area of the walls separating the rooms inside
the apartment, the area of the balcony and the loggia (if any); not including the area of
the boundary walls of the house, separating walls between the apartments, floor area
including column(s), technical boxes inside. The area of the balcony is caculated based
on floor area basis, if balcony has common wall area, then its area is calculated by the
inner edge of that common wall;
1.3 Maintenance Fees means a payment amount equivalent to 2% of Apartment Selling
Price which are collected and managed by Seller according to provision of applicable
law;
1.4 Applicable Interest means the 6-month saving interest in Vietnam Dongs applicable
to corporate customers quoted by Joint Stock Commercial Bank for Foreign Trade of
Vietnam (Vietcombank) Ho Chi Minh City Branch;
Article 2. SPECIFICATIONS OF THE APARTMENT
The seller agrees to sell and the Purchaser agrees to purchase the Apartment having the
specifications in this Article 2 and Appendix 1 of this Agreement, in particular:

2.1 Specifications of the Apartment:

a) Specifications about type of Apartment, Apartment number, floor, tower
Apartment Building, address to determines Apartment as specified in
Appendix 1of this Agreement;
b) Usable Area of the Apartment specified in Appendix 1 and shall be
calculated according to Article 1.2 ;
c) The Floor Area of the Apartment as specified in Appendix 1, such area
shall be determined in accordance with the provisions of Article 1.1.
d) Purpose of the Apartment: for living purpose.
2.2 Specifications of the land on which the Apartment Building, comprised of the
Apartment, is built:
(a) Number of land plots: 365,366
(b) Map No.: 45, Land and Housing Department, Binh Trung Tay Ward, District 2
(according to the documentary 2003)

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 (c) Common use area: Subject to Master Plan approved by Authorities from time
to time.
2.3 Other details of the Apartment are specified in Appendix 1.
Article 3. APARTMENT SELLING PRICE, MAINTENANCE FEES, PAYMENT
METHODS
3.1 Apartment Selling Price:
a) The Apartment Selling Price shall be calculated by multiplying (x) the unit price of 01
m2 of the Apartment Usable Area by the total Apartment Usable Area. The specific
Apartment Selling Price shall be provided in Appendix 2 of this Agreement.
The Apartment Selling Price provided in this Article is inclusive of the value of the land
use right, VAT (not applicable to land use paid to the State in accordance with the law).
b) The Apartment Selling Price mentioned in Article 3.1(a) above does not include the
following:
(i) Registration fee, other fees and costs in accordance with the law related to the
application for the Certificate. Such fees and costs shall be directly paid by the
Purchaser or indirectly through the Seller in accordance with notice of the
Seller;
(ii) The fees and costs for the connection and installation of equipment and services
in the Apartment including: postal and telecommunications services, television,
and other services privately used by the Purchaser in the Apartment. Such fees
and costs shall be paid by the Purchaser directly to the service providers;
(iii) Monthly fees for management and operation of the apartment building from the
day on which the Apartment is handed over to the Purchaser, fees and costs for
the use of Common Area and public facilities, and other fees and costs payable
by the Apartment Owners in accordance with the Apartment Building Internal
Regulations and this Agreement;
(iv) Other fees and costs agreed by both Parties;
(A) Other costs, fees and expenses related to the purchase and
implementation of the application for the Certificate that have not been
included in Article 3.1(b)(i) above, including, without limitation, the
service fees for the issuance of Certificate, fees for preparing
Apartments drawing, cadastral map; the Purchaser shall be responsible
for paying these costs and fees directly to the service providers or
indirectly through the Seller;

(B) The maintenance fees for the apartment building which exceeds the
maintenance fees in accordance with the law; and
(C) Payable amount for the motorbike, cars and other vehicles parking lots
at the parking area under the Privately Owned Area of the Seller. For the
avoidance of doubt, the entire parking area in the Apartment Building is

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 privately owned by the Seller. These amounts shall be paid directly by
the Purchaser to the Seller.

(v) The maintenance fees

c) The Parties mutually agree that throughout the ownership and use period in respect of
the Apartment, the Purchaser shall be obliged to pay the financial obligation in
accordance with the applicable laws, to pay the monthly management fees in respect of
the Apartment Building, and other service charges for the use of facilities such as gas,
electricity, water supply, telephone, cable television, etc... to the services providers.
3.2 Payment Method: the Apartment Selling Price and other payable amounts (if any) shall
be made in Vietnam Dong. The Purchaser shall make payment of the Apartment Selling
Price to the Seller by way of bank transfer or cash deposit to the bank account having
details as follows:

Account holder: Binh Thien An Property Joint Stock Company

Account No.: 10220775213017
Bank: Vietnam Technological and Commercial Joint Stock Bank
(Techcombank) Ho Chi Minh City Branch.
The Seller may change the bank account for receiving payment by providing written
notice to the Purchaser.
The time for determining the Purchaser has made payment to the Seller shall be the
time where the payment made via bank transfer or cash deposit has been credited in the
account of the Seller.

3.3 Payment Schedule

The payment schedule for the Apartment Selling Price is specified in Appendix
2.
Payment Schedule for the Maintenance Fees: the Purchaser shall be responsible
for paying the Maintenance Fees to the Seller before the signing of Apartment
Handover Minutes. The Parties mutually agree that the Maintenance Fees is
managed and used in accordance with the law, the parties agree that the Seller
will temporarily manage the Maintenance Fees until the establishment and
recognition of the Management Board.
Article 4. BUILDING - APARTMENT QUALITY
4.1 The Seller undertakes to ensure the quality of the Building, including the Apartment
specified in Article 2 of this Agreement, in accordance with the approved design and to
use the materials for the construction of the Apartment as agree by the Parties in this
Agreement.
4.2 The Seller completed the construction of the infrastructural works serving for the
Purchasers essential residential demands at the Apartment Building before the
Apartment Handover Date in respect of the Apartment to the Purchaser, including:
internal road system; public lighting system, electricity, water supply and drainage
system; telecommunications system: telephone, internet, cable television connected to

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 the Apartment. For the avoidance of doubt, the Seller shall not be responsible for
providing terminal equipment at the Apartment in order to enable the use of
telecommunication system, but the Purchaser must equip such equipment at its own
costs.

Article 5. RIGHS AND OBLIGATIONS OF THE SELLER

5.1 Rights of the Seller:

a) Requesting the Purchaser to make payment for the Apartment Selling Price, the
Maintenance Fees, the Management Fees and other payable amounts as agree by the
Parties in this Agreement;
b) Requesting the Purchaser to take handover of the Apartment in accordance with the
schedule as agreed in this Agreement;
c) Requesting the Purchaser to provide all relevant documents and materials necessary for
the application for the Certificate with respect to the Apartment for the Purchaser and
in accordance with the law;
d) Preserving its ownership to the Apartment and having the right to refuse to hand over
the Apartment or deliver the original of Certificate to the Purchaser or recover the
Apartment until the Purchaser fulfill their payment obligations under this Agreement;
e) Being entitled to suspend or request the suppliers to suspend the supply of electricity,
water and other services if the Purchaser (or sub-purchaser the Apartment or the
transferee of this Agreement from the Purchaser and the Purchasers authorized users
in respect of the Apartment) breaches the Regulations on Management and Use of
Apartment Building and the Apartment Building Internal Regulations and/or breaches
obilagtions as provisions in this Agreement;
f) Implementing the rights and obligations of the Management Board during the period
where the Management Board has not yet been incorporated; issuing the Apartment
Building Internal Regulations; establishing the Management Board; selecting and
signing contracts with Managing Company to manage, operate the Apartment Building
as from the date the Apartment Building is put into used to the day on which the
Management Board is established;
g) Participating in the Apartment Building Meeting and voting for the matters under the
competence of the Apartment Building Meeting; the number of vote of the Seller shall
be based on the area of the Privately Owned Zone of the Seller-each carpet area square
meter of the Privately Owned Zone of the Seller shall be equivalent to one vote;
h) By itself performing the functions of the Managing Company or assigning a Managing
Company for providing of the Management Services and Maintenance Services until
the Management Board is established;
i) Being entitled to access the Apartment in accordance with a prior notice and in case of
emergency events to perform the Sellers Warranty works in respect of the Apartment
Building;
j) Being entitled to unilaterally terminate this Agreement as agreed in Article 15 of this
Agreement;

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 k) Requesting the Purchaser to pay penalties for Purchasers breach of agreement which
results in penalties to compensate for damages in accordance with this Agreement or
under a decision from a competent Government Authority;
l) Being entitled to all rights in relation to ownership, management and exploitation and
implementation of business activities and other rights with regard to the Privately
Owned Area of the Seller in accordance with the law;
m) Requesting the Purchaser to provide guarantees to the satisfaction of the Seller in order
to guarantee the payment obligation of Apartment Selling Price (including without
limitation in respect of the Apartment is mortgaged at the credit institution by the
Purchaser); and
n) Being entitled to be exempted from the disputes, claims of the third party with respect
to the actions of the Purchaser related to the signing and implementation of this
Agreement as well as during the use and disposal of the Apartment by the Purchaser. If
there is a dispute between the third party and the Purchaser which affects the right and
the legitimate benefits of the Seller, or affects the construction schedule of the
Apartment Building, the Purchaser and such third party shall be jointly responsible to
compensate for the actual damages incurred by the Seller and the Seller shall be entitled
to unilaterally terminate this Agreement and impose the provision at Article 12 and/or
Article 15 or this Agreement; and
o) Other rights in accordance with the law and as agreed in this Agreement.
5.2 Obligations of the Seller:

a) Providing the Purchaser with neccessary information about the Project and the
Apartment. Providing the Purchaser with this Agreement together with 01 (one)
drawing of the floor plan of the Apartment, and other legal documents related
to the sale and purchase of the Apartment;
b) Ensuring the construction quality, technical and aesthetic architecture of the
Apartment Building in accordance with the applicable design and technical
standards;
c) Performing the warranty for the Apartment in accordance with this Agreement;
d) Instructing and assisting the Purchaser to sign service contracts with the
providers of electricity, telecommunication, cable television services, etc.;
e) Making payment of land use fee in accordance with the law;
f) Issuing invoice in relation to the Apartment Selling Price for the amount
received from the Purchaser in accordance with the law;
g) Performing procedures to obtain the Certificate from the competent
Governmental Authority on behalf of the Purchaser. In this case, the Seller shall
notify the Purchaser in writing regarding the necessary documents to be
submitted for the application for the Certificate;
Within 05 days, as from the day on which the Purchaser receives such
notification from the Seller, if the Purchaser fails to provide in full the requested
documents, it will be deemed that the Purchaser voluntarily performs the
procedures for the issuance of the Certificate by himself/herself/itself. When the

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 Purchaser voluntarily performs the procedures for the application for the
Certificate, the Seller shall provide the Purchaser supporting and necessary
documents for the Purchaser to apply for the issuance of the Certificate, and the
Seller shall be exempted from all responsibilities with respect to the application
for the Certificate;
h) Organizing the first Apartment Building Meeting to establish the Management
Board; performing the duties of the Management Board when the Management
Board has not yet been established;
i) Assisting the Purchaser in implementing the procedures for mortgaging the
purchaser Apartment at the credit institution upon request of the Purchaser;
j) Paying penalty for breaching of agreement and compensating the Purchaser
when committing breach to agreement that is subject to penalty or compensation
under this Agreement, or under a decision from a competent Governmental
Authority;
k) Paying the Maintenance Fees in accordance with the law with respect to the
Privately Owned Area of the Seller and managing, using the Maintanence Fees
in accordance with the law; and
l) Other obligations in accordance with the law and as agreed herein.

Article 6. RIGHS AND OBLIGATIONS OF THE PURCHASER

6.1 Right of the Purchaser:

a) Receiving the handover of the Apartment as described in Article 2 of
this Agreement having the quality, equipment and materials enumerated
in the list of construction materials agreed by the Parties as attached to
this Agreement and the Apartment documents in accordance with this
Agreement;
b) Being entitled to use the Apartment Buildings parking lot for bicycle,
motorbike and the disable. The number and location of parking lot shall
be determined in accordance with the provisions of the Apartment
Building Internal Regulations;
c) Being entitled to own, use, and carry out the transaction in relation to
the purchased Apartment in accordance with law; concurrently, using
the infrastructural services directly provided by the Management
Company or indirectly via the Purchaser after taking handover of the
Apartment in accordance with the regulations on the use of
infrastructural services provided by the Management Company;
d) Being entitled to use the Common Areas of the Apartment Building
together with other Apartment Building Owners in accordance with this
Agreement and the Apartment Building Internal Regulations;
e) Requesting the Seller to perform procedures for obtaining the Certificate
in accordance with the law, unless the Purchaser voluntarily performs or
is deemed to voluntarily perform the procedures for obtaining the

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 Certificate according to the provision of Article 5.2(g) of this
Agreement;
f) Receiving the Certificate issued by the competent Governmental
Authority after paying off all 100% of the Apartment Selling Price
(including the Maintenance Fees), and taxes, fees, charges of all kinds
related to the Apartment in accordance with this Agreement and the law;
g) Having the right to refuse taking the handover of the Apartment if the
Apartment Usable Area of the Apartment in Certificate varies more than
or less than 15% compared to the Apartment Usable Area as specified
in this Agreement. In this case, such take handover of the Apartment
shall not be considered as a breach to the conditions of the Apartment
handover imposed by the Purchaser to the Seller;
h) Requesting the Seller to organize the first Apartment Building Meeting
to establish the Management Board of the Apartment Building where
the Apartment is located when the conditions for establish the
Management Board in accordance with the law;
i) Participating in the Apartment Building Meeting and voting for the
matters under the competence of the Apartment Building Meeting; the
Purchasers number of vote shall be calculated based on the square meter
of the Apartment Usable Area each square meter of the Apartment
Usable Area shall be equivalent to one vote;
j) Requesting the Seller to assist in procedure to mortgage the purchased
Apartment at the credit institute upon the Purchasers request to
mortgage the Apartment at the credit institute;
k) Performing other rights in accordance with the law and this Agreement.
6.2 Obligations of the Purchaser:
a) Making payment of the Apartment Selling Price, the Maintenance Fees,
the management fees and other payable amount in full and in
accordance with the provision in this Agreement, regardless of the
notice on the payment of the Apartment Selling Price made by the Seller;
b) Taking the handover of the Apartment in accordance with the provisions
of this Agreement;
c) From the Apartment Handover Date, the Purchaser shall bear all
responsibilities with respect to the Apartment purchased (except for the
case where the Seller is responsible for ensuring the legality and
performing the warranty for the Apartment), and be responsible for the
purchase and maintenance of neccessary insurance policies against all
damages, risks related to the Apartment and other civil liability
insurance policies in acoordance with the law;
d) From the Apartment Handover Date, even when the Purchaser has not
started using the Apartment, the Apartment shall be managed and
maintained in accordance with the Apartment Building Internal
Regulations and the Purchaser must comply with this Apartment

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 Building Internal Regulations;
e) Paying the taxes and fees that are payable by the Purchaser in
accordance with Article 7 of this Agreement;
f) Paying the charges for services such as electricity, water supply, cable
television, satellite television, telecommunications, etc... and other taxes
and fees that are incurred due to the Purchasers demands;
g) Paying the fees for management and operation of the Apartment
Building and as specified in the Apartment Building Internal
Regulations, and other fees in accordance with Article 11.4 of this
Agreement, even when the Purchaser does not use the Apartment
purchased;
h) Complying with the Regulations on Management and Use of Apartment
Building and the Apartment Building Internal Regualations attached to
this Agreement;
i) Facilitating the entity managing, operating the warranty, management,
operation of the Apartment Building;
j) Facilitating the Seller in performing its maintenance obligations in
respect of the Apartment and other parts of the Apartment Bulding;
k) Using the Apartment only for living purpose in accordance with the Law
on Housing and as agreed in this Agreement;
l) Paying penalty for any breach of agreement and compensating the
damage to the seller when committing breach that is subject to penalty
or damage compensation under this Agreement, or under a decision
from a competent Governmental Authority;
m) Performing other obligations under the decisions of competent
Governmental Authority when violating the regulations on management
and use of the apartment buildings;
n) Making sufficient compensation to the Seller for all fees, charges or
damages which are incurred directly or indirectly by the Seller in
connection to any breach of this Agreement by the Purchaser;
o) Performing and completing all of the necessary procedures for the
issuance of the Certificate to the Purchaser;
p) Respecting and not commiting any actions which may affect the
ownership and the business operations of the Seller in the Privately
Owned Areas of the Seller;
q) Being responsible for maintaining, using and compensating for damages
in accordance with the law in case of causing damages to the Common
Areas of the Apartment Building;
r) Performing all actions which are deemed necessary by the Seller in order
to assist the Seller in performing its obligations under this Agreement
and in accordance with the law;

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 s) Being responsible for use of the Apartment of those whom are permitted
by the Purchaser to use the Apartment as if the Purchaser using the
Apartment and procuring those people comply with the Regulations on
Management and Use of Apartment Building in accordance with the law
and the Apartment Building Internal Regulations;
t) Performing other obligations in accordance with the law and this
Agreement.
Article 7. TAXES AND OTHER RELEVANT COSTS AND FEES
7.1 The Purchaser must pay registration fee, taxes, other fees and charges related to the
issuance of the Certificate in accordance with the law when the Seller applies for the
Certificate, and over the period of ownership or enjoyment of the Apartment from the
Apartment Handover Date;
7.2 The Purchaser shall be responsible for paying taxes, fees and charges (if any) in
accordance with the law to the State when selling the Apartment or transerring the
Agreement to the others including but not limited to the fees for preparation of drawings
necessary for the issuance of the Certificate arising under the requirements of the
competent Governmental Authority. The Purchaser shall be responsible for paying the
tax to the Governmental Authority unless the law provides that the Seller must pay the
tax on behalf of the Purchaser, in such a case, the Purchaser shall pay tax to the Seller
in order for the Seller to pay tax on behalf of the Purchaser to the competent
Governmental Authority;
7.3 All of the amount payable by the Purchaser to the Seller under this Agreement shall be
made in full without any deduction or withholding (such as deferred tax or others)
unless such deduction or withholding is required by law. If the Purchaser is required by
law to implement such deduction or withholding, the amount payable by the Purchaser
to the Seller will be increased to the extent necessary to ensure that the Seller will be
able to receive the amount equivalent to the amount receivable by the Seller if there is
no such deduction or withholding;
7.4 The Seller shall be responsible for fulfilling their financial obligations to the competent
Governmental Authority in accordance with law;
Article 8. HANDOVER OF APARTMENT
8.1 Conditions on handover of the Apartment:
a) The Purchaser has not breached this Agreement and/or any other law regulations in
relation to the housing purchase and use;
b) The Purchaser has paid in full all amounts payable before taking the handover of
the Apartment as provided in Appendix 2, including but not limited to the
Apartment Selling Price, payable interest amounts for the late payments arising
previously, other management fees made in advance;
c) The Seller has constructed the Apartment as agreement;
8.2 The Seller will hand over the Apartment to the Purchaser on expected date that the
Purchaser pay in full 30% Apartment Selling Price and 2% Maintenance Fees to the
Seller. Handover date as specified in in Appendix 2 attached to this Agreement.

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8.3 The Apartment to be handed over to the Purchaser must be in accordance with the
provision in Appendix 2.
8.4 On the Notices Handover Date, the Purchaser or an authorized person must sign
directly to the Apartment Handover Minutes (Apartment Handover Minutes), which
is issued by the Seller.
In case where the Purchaser or the authorized person of the Purchaser refuses to take
handover of the Apartment according to the notice of the Purchaser, or having check
but refuse to receive the Apartment without any proper reason (excluding except for te
cases as agreed in Ariticle 6.1(h) of this Agreement), then from the Notices Handover
Date, the Purchaser shall be deemded to have agreed and officially be handed over with
the Apartment and that the Seller has fulfilled its obligations to hand over the
Apartment; such refusal in ralation to handover of the Apartment shall be deemed that
the Purchaser has breached this Agreement and shall be resolved in accordance with
Article 12 of this Agreement.
8.5 From the Apartment Handover Date ( means the execution of the Apartment Handover
Minutes by the Parties or the time when the Purchaser is deemed to have officially
received the Apartment in accordance with Article 8.4), the Purchaser shall be entitled
to use the Apartment and shall bear all responsibilities related to the Apartment, even
when the Purchaser does not use or has not used the Apartment.
Article 9. APARTMENT WARRANTY

9.1 The Warranty for the Apartment shall include: repairing, remedying the defects of the
main structures of the Apartment (beams, columns, ceilings, floors, roof, walls, paving,
plastering), the equipment attached to the Apartment such as gas supply system,
electrical wires, lighting system, water supply and drainage system, repairs when the
Apartment is titled or subsided. The other equipment attached to the Apartment provide
by the Seller, the Seller shall provide warranty in accordance with regulations provided
by the manufacturers or distributors.

9.2 The Purchaser must promptly (in any cases before the expiry of the term of the
warranty) notify in writing to the Seller the defects of the Apartment which are covered
by the warranty, and must implement and perform all necessary and reasonable effort
and measures to minimize the damges. Within reasonable time from the receipt of
written notice from the Purchaser, the Seller must implement the warranty in
accordance with this Agreement and the law; the Purchaser must facilitate the Seller to
perform the warranty for the Apartment.

9.3 The term of warranty for the structure of Apartment is 60 (sixty) months from the day
of acceptance in order to put the Apartment Building into use in accordance with the
law on construction.

The other equipments attached to the Apartment as specified in Article 9.1, the terms
of warranty for such equipment which is remaining term in accordance the warranty

12
 conditions of the manufactures or distributors for each type of material, the equipment
until the date both parties sign Sales and Purchase Agreement unless agreed otherwise
in writing.

9.4 The Seller shall not perform the warranty for the Apartment Building or the Apartment
in the following cases:

(a) Usual wear and depreciation in accordance with reasonable evaluation of the
Seller; in case, the Purchaser, at its own cost, perform the required replacement
or restoration (if any);

(b) The damage caused by fault of the Purchaser or any user or a third party;

(c) The damage caused by the Force Majeure Event;

(d) The warranty has expired according to Article 9.3;

(e) The case has not been covered by the warranty according to Article 9.1,
including the devices, equipment attached to the Apartment that are installed by
the Purchaser or other contents under the scope of warranty of the Seller but
have been repaired by the Purchaser without the Sellers consent;

(f) Caused by a fault of the Purchaser in failing to perform the Purchasers best
effort and all measures which, according to the objective assessment of a third
party, are necessary and reasonable to mitigate the damages;

9.5 After the term of warranty specified in Article 9.3, the repair of damages of the
Apartment, material and equipment replacemeny which are expired warranty shall
be the responsibility and expense of the Purchaser.

9.6 The Purchaser must permit and facilitate the Seller or the contractors appointed by the
Seller to access the Apartment and permit them to bring machineries and equipment for
performing the Warranty services mentioned above into the appointed by the Seller
must mitigate all of the inconvenience which may be incurred by the Purchaser and
shall not cause any further damages to the Apartment and/or the Purchaser and their
properties within the Apartment.

9.7 The maintenance of the Common Areas in the Apartment Building shall be
implemented in accordance with the law on housing.

Article 10. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

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10.1 If the purchaser wishes to mortgage the Apartment purchase at a credit institution
operating in Vietnam before being issued with the Certificate, the Purchaser must send
a written notice in advance to the Seller so that the Seller and the Purchaser could
perform necessary procedures according to the bank regulations.

10.2 If the purchaser wishes to transfer this Agreement to a third party, the Parties must
perform the procedures for contract transfer prescribed by the law on housing.

10.3 The Parties agree that in addition to conditions and procedures in accordance with
provision of the law, the Purchaser may only transfer this Agreement to a third party
when all of the conditions below are satisfied:

(a) The Apartment is not mortgaged at a credit institution unless permitted by the
credit institute to transfer this Agreement to a third party; or not restricted from
transfer by the competent Governmental Authoritys decision, or not in dispute
with a third party;

(b) The Purchaser completed all due payment obligations related to the purchased
Apartment under this Agreement;

(C) The transferee of the Agreement is eligible to buy and own residential house in
Vietnam according to Vietnams law applicable when the Agreement is
transferred;

(d) The transferee of this Agreement must undertake to comply with terms and
conditions agreed between the Seller and the Purchaser in this Agreement as
well as having enough qualification, conditions and willingness to excute this
Agreement, according to the Seller.

10.4 In all cases, the sub-purchaser of the Apartment of the transferee of this Agreement
shall be entitled to all rights and responsible to perform the obligations of the Purchaser
under this Agreement and the Apartment Building Internal Regulations attached in
Appendix 4 of this Agreement.

Article 11. PRIVATE OWNED AREAS, COMMON AREAS AND THE USE OF
APARTMENT IN THE PARTMENT BUILDING

11.1 The purchaser shall be entitled to the private ownership over the area inside the
Apartment that has been purchase comprised of the area of the walls separating the
rooms inside the apartment, the area of the balcony and the loggia (if any); not including
the area of the boundary walls of the house, separating walls between the apartments,
floor area including column(s), technical boxes inside. The area of the balcony is

14
 caculated based on floor area basis, if balcony has common wall area, then its area is
calculated by the inner edge of that common wall;

The Purchaser shall have the right to own and use the Common Areas and common use
equipment in the Apartment Building in accordance with Article 11.3;

11.2 The areas and equipment that are privately owned by the Seller (Privately Owned
Area of the Seller) shall be the areas and facilities in the Apartment Building
belonging to the private ownership of the Seller and shall not be included in the
Apartment Selling Price, including but not limit:

(a) Area of apartments that have not been sold;

(b) The areas of basement floor, ground floor, mezzanine floor, top floor, areas used
for commercial and service purpose, the staircase and elevator areas designed
for private use in the Privately Owned Areas of the Seller;

(c) Car and other vehicle parking lots that are designed to be area belonging to the
Privately Owned Areas of the Seller at basement floor;

(d) Other areas in accordance with the approval of competent Governmental

Authority of project that private area of Seller.

11.3 The area and equipment of the Common Areas, under common used in the Apartment
Building Owners shall include:

(a) The space, hallways, stairway, elevators (excluding staircase, elevators

designed for private use belonging to the Privately Owned Areas of the Seller),
terrace, frames, columns, walls and force bearing systems and structure, wall
surrounding the Apartment Building, apartment dividing walls, the wall
dividing the Common Areas of the Apartment Building form the Privately
Owned Areas of the Seller, floors, roofs, escape routes, littering pipe, septic
systems, lightning conductor systems, fire prevention and fighting system,
footpaths, general playgrounds;

(b) Other area that are not under private ownership of the Apartment Building
Owners as specified in Articles 11.1 and 11.2;

(c) Motrobike, bicycle, disables vehicle and other two-wheeled motor vehicles
parking lots which are constructed in accordance with the construction
standards located at basement floor of the Apartment Building and outside the
Apartment Building;

15
 (d) Equipment for the common use of the Apartment Building including: technical
box, public lighting system, power supply system, water supply and drainage
system, public radio system, communication system: telephone, internet, cable
television connected from the land boundary of the Apartment Building to the
front of the apartments (except for the system invested and owned by the
communication service providers), drainage systems, lightning conductor
systems, fire prevention and fighting systems;

(e) External technical infrastructure systems that have not been connected to the
Apartment Building;

11.4 The parties agree on the Apartment Building management and operation fees as
follows:

(a) From the Apartment Handover Date by the Seller to the Purchaser in accordance
with Article 8 of this Agreement until the establishment of the Management
Board and execution of management and operation contract with management
and operation fee shall be: VND 21.000/m2/month. This fee may be adjusted
according to the decision of the Seller and must be reasonably calculated in
accordance with the practice from time to time. The Purchaser shall be
responsible for paying such fee within 7 days from the date the Purchaser
receives notice of the Seller or Management Company or Management Board.

The management fee shall be used to implement the Apartment Building

management and operation works and services, including: security service,
sanitation, insecticides, gardening, tree care, cleaning the shared areas, cleaning
the exterior, managing the parking lots under the Common Areas, operation of
elevators, firefighting equipment, generators, security systems, the cost of
electricity and water for the public lighting system and conditioning for the
public areas and other costs for the Common Areas.

(b) After the Management Board has been established, the list of task and services,
the management fee and the payment of fee shall be decided by the Apartment
Building Meeting Assembly and agreed by the Management Board and the
Management Company;

(c) If management fee is otherwise regulated by the Peoples Committee of Ho Chi

Minh city, it shall be paid in accordance with such regulations of the
Government, unless there are other agreements made by the Parties; for the
avoidance of doubt, the agreements specified at this Article 11.4 shall be at other
agreements.

16
 (d) The parking of bicycle, motorbike, car and/or other vehicles at the parking lots
under the Privately Owned Areas of the Seller shall be resolved in accordance
with the decision of the Seller from time to time.

(e) The management fee shall be calculated bases on the Usable Area of the
Apartment.

(f) The management fee shall not include fees and costs arising from the
Purchasers use of services or facilities related to the Privately Owned Areas of
the Seller and the Purchaser shall pay for these fees and costs to the Seller in
accordance with decisions issued by the Seller from time to time.

(g) The management fee shall not include the charges of using services provided by
the third party service providers such as electricity, water, internet, cable
television, etc. and the Purchaser shall pay these charges in accordance with the
provisions of such service providers.
11.5 The list of works, services of manages and operation apartment building provied by the
Seller to the Purchaser before Management Board established as specified in Appendix
4 attached.
Article 12. SETTLEMENT OF BREACHING OF AGREEMENT

12.1 The Parties agree that the penalty for the late payment for the Apartment of the
Purchaser shall be as follows:

(a) If the purchaser fails to pay or fails to pay in full the Apartment Selling Price
after 10 (ten) days as from the due date of Apartment Selling Price or any other
payable amounts according to provisions in this Agreement, the Purchaser shall,
in addition to the outstanding payment, be responsible for an interest on the late
payment amount at 150% of the Applicable Interest Quoted at the due date of
the payment on the outstanding amount as from the due date to the date on which
the Seller receives of such late payment amount.

(b) During the performance of this Agreement, if the total number of days of late
payment of the amount in Article 3.3 and Appendix 2 of this Agreement exceed
90 (ninety) days, the Seller shall have the right (but not obligation) to
unilaterally terminate this Agreement in accordance with Article 15 of this
Agreement. In this case, the consequence for the termination of the Agreement
shall be as specified at Article 15.2(a).

12.2 The Parties mutually agree that the penalty for late handover of the Apartment by the
Seller shall be as follows:

17
 (a) If the purchaser has made payment for the Apartment in accordance with the
schedule under this Agreement but the Seller fails to hand over the Apartment
within 30 (thirty) days from the Time of Handover specified in Article 8.2 of
this Agreement, the Seller must pay the penalty of 150% of the Applicable
Interest quoted on the Time of Handover on the amount paid by the Purchaser
to the Seller and calculated as from the date the Seller must hand over the
Apartment to the actual handover date.

(b) If the Purchaser has made payment for the Apartment in accordance with the
schedule under this Agreement but the Seller fails to hand over the Apartment
exceed 90 (ninety) days from the Time of Handover specified in Article 8.2 of
this Agreement, the Purchaser shall have the right to continue the performance
of this Agreement with an new additional agreement on the time for handover
of the Apartment or unilaterally terminate this Agreement in accordance with
Article 15 of this Agreement.

If the Purchaser terminates this Agreement, the consequence of termination of

this Agreement shall be a specified at Article 15.2(b). If the Purchaser decides
to continue this Agreement, the Seller shall continue to pay the penalty in
accordance with Article 12.2 (a).

In any cases, the penalty payable by the Seller shall not exceed 8% (eight percent) of
the Net Selling Price of the Apartment.

The provisions at item (a) and (b) shall not be applicable in case of Force Majeure Event
which results in the Seller being unable to handover the Apartment in accordance with
the Time of Handover. In such case, the Seller shall be entitled to postpone the handover
of Apartment until the end of the Force Majeure Event and the time when the Seller has
completely remedied for the negative consequences caused by the Force Majeure Event

Article 13 REPRESENTATION OF THE PARTIES

13.1 The Seller undertakes that:

(a) The Apartment specified in Article 2 of this Agreement is under the ownership
of the Seller, is not restricted from trading as prescribed by law;

(b) The Apartment specified at Article 2 of this Agreement is built in accordance

with the approved planning, design, with the quality and materials as agreed in
this Agreement;

13.2 The Purchaser undertakes that:

18
 (a) It has thoroughly studied and considered the information about the Apartment;

(b) It has been provided by the Seller with copies of necessary documents and
information related to the Apartment; the Purchaser has carefully read and
understood this Agreement as well as it Appendices. The Purchaser has
examined all issues deemed necessary by the Purchaser to check the accuracy
of such documents and information;

(c) The amount for the Apartment Selling Price under this Agreement is legitimate
and is not under dispute with a third party. The Seller shall not be responsible
for any dispute over the amount paid by the Purchaser to the Seller under this
Agreement. If a dispute arises over the amount used for paying the Apartment
Selling Price, this Agreement will remain in force for both Parties;

(d) It will provide necessary documents upon request of the Seller in accordance
with the law for the application for the Certificate for the Purchaser:

(e) The purchaser is the entity being allowed to buy and own the Apartment in
accordance with the law.

13.3 The execution of this Agreement between the Parties is voluntary, without being forced
or defraud.

13.4 If one or certain provisions of this Agreement are declared ineffective, invalid or
unenforceable by a competent Government Authority according to current laws, other
terms and conditions of this Agreement shall remain enforceable for both Parties. Both
Parties reach an agreement to amend, supplement such in effective, invalid or
unenforceable provisions in accordance with the law and the will of both Parties.

13.5 The Parties undertake to strictly comply with this Agreement.

Article 14 FORCE MAJEURE EVENT

14.1 The Parties agree that the following events shall be deemed as force majeure events
(Force Majeure Event)

(a) War, natural disaster, changing in law by the State;

(b) Decision or instruction of the competent Governmental Authority or other cases

regulated by law;

(c) Accident or illness that need emergency treatment at a medical facility;

19
 (d) Fire, explosion, flood, earthquake, war, riot, civil commotion, insurrection, acts
of terrorism, strikes, scarcity of construction materials and labor, epidemics or
quarantine restrictions due to equipment failure which are unforeseeable;

(e) The inability to obtain any relevant approval from the competent Governmental
Authority, or due to any restriction or limitation promulgated by the competent
Governmental Authority;

(f) Other causes which are beyond the control of either Party or other unforeseeable
events.

14.2 All cases of normal financial difficulties shall not be considered as a Force Majeure
Event.

14.3 In the occurrence of any Force Majeure Events as specified at Article 14.1, the Party
affected by the Force Majeure Events must notify in writing to the other party within 5
(five) Business Day from the occurrence of the Force Majeure Event together with
documents evidencing such Force Majeure Event (if any). After giving the notice, the
Party affected by the Force Majeure Event shall not be deemed breaching this
Agreement for not performing its obligations and such failure for performing the
obligations shall not be deemed as ground for the other Party to terminate this
Agreement.

14.4 The performance of the obligation under this Agreement of the affected Party shall be
temporarily ceased during the occurrence of the Force Majeure Event; however, the
affected Party must use its best effort to overcome such Force Majeure Event as soon
as practical. The affected Party shall continue performing its obligations after the end
of such Force Majeure Events, except for the case as specified in Article 15.1(d) of this
Agreement.

Article 15. TERMINATION OF AGREEMENT

15.1 This Agreement shall be terminated in the following cases:

(a) The Parties agree to terminate this Agreement in writing. In this case, the Parties
shall make a written agreement on the conditions and time for the termination
of this Agreement;

(b) The Purchasers delay in paying in accordance with Article 12.1 (b) of this
Agreement;

(c) The Sellers delay in handing over the Apartment in accordance with Article
12.2 (b) of this Agreement;

20
 (d) In case where the Party which has been affected by the Force Majeure Event
fails to overcome and continue its obligation within the term of 180 days, from
the occurrence of the Force Majeure Event and there are no further agreement
between the Parties, either party shall have the right to unilaterally terminate
this Agreement and such termination shall not be deemed a breach to this
Agreement;

(e) In case where the Purchaser violates its obligations under this Agreement and
fails to remedy for such violation within 90 (ninety) days from the receipt of the
written notice from the Seller requesting the Purchaser to remedy for such
violations, the Seller shall have the right to unilaterally terminate this
Agreement and such termination shall not be deemed a breach to this
Agreement.

15.2 Consequence of the termination of Agreement

(a) In case where this Agreement is terminated in accordance with Article 15.1(b)
and 15.1(e) and Article 12.1 (b) as mentioned above, without affecting the rights
and remedy measures which may be performed by the Seller in accordance with
this Agreement and the law:

(i) The Seller shall be entitled to sell the Apartment to other customer
without consent from the Purchaser; and

(ii) The Seller shall refund the amount paid by the Purchaser (without
interest) after deducting amounts: (i) the penalty amount for breaching
the Agreement equivalent to 38 % (thirty-eight percent) of the Net
Selling Price; (ii) the difference amount between the Net Selling Price
specified at Appendix 2 and the net selling price of the Apartment sold
to other customer by the Seller and costs; and/or (iv) other losses and
damage (if any) arising including, without limitation expenses as
specified in Article 15.2 (iii) (A) and Article 15.2 (iii) (B) as mention
below.

(iii) If the Apartment was handed over and the Buyer was served a written
notice by the Seller:

(A) The Buyer shall, at the Buyers cost and expense, vacate and
reinstate the Apartment to the condition in which they were in at
the grant of this Agreement, such reinstatement to be carried out
to the reasonable satisfaction of the Seller or the Sellers
representative. If the Buyer does not restore or return the
Apartment to the original state, the Seller shall be entitled to

21
 carry out all necessary works and the Buyer shall pay all costs
associated with removal of the Buyer, including but not limited
to legal fees, lost rent, lost profits plus an unconditional yield-up
of zero point one percent (0.1%) of the Apartment Selling Price
for each day that the Buyer fails to vacate the Apartment after
the termination of the Sales and Purchase Agreement. Such
payment shall cease on the day that the Buyer has vacated the
Apartment and the Seller has inspected and has agreed to receive
the Apartment.

(B) If the Buyer leaves any property thereon and fails to remove the
same after written request by the Seller, the left property shall be
deemed by the Seller to be abandoned and the Seller may dispose
of or sell such property and apply the proceeds of sale (if any)
after deducting the costs and expenses of removal, storage and
sale reasonably incurred by it to pay any sum due by the Buyer.
The Seller shall be entitled to charge to and recover from the
Buyer the costs of such removal and disposal, if the sale proceeds
of the same do not recover its costs and expenses.

The Buyer shall indemnify the Seller against any liability

incurred by it to any third party whose property was sold or
disposed of by the Seller in the bona fide belief (which shall be
presumed unless proven otherwise) that such property belonged
to the Buyer.

(b) In case where this Agreement is terminated is in accordance with Article 15.1(c)
above:

(i) The Seller shall refund all of the amount paid by the Purchaser for the
Apartment (without interest);

(ii) The Seller shall pay the penalty amount equivalent to 150% of the
Applicable Interest of the total amount paid by the Purchaser from the
expiry of the Time of Handover until the receipt of the notice of
termination of the Purchaser provided that the penalty amount shall not
exceed 8% (eight percent) of the Net Selling Price. Other than that, the
Seller shall not be responsible for any further penalty or compensation
or damage;

(iii) After paying the above mentioned amounts to the Purchaser, the Seller
shall be entitled to the Apartment to other customer without consent
from the Purchaser.

(c) In case where this Agreement is terminated in in accordance with Article

15.1(d) above:

22
 (i) The Seller shall refund all of the amount paid by the Purchaser for the
Apartment (without interest);
(ii) The Seller shall be entitled to sell the Apartment to other customer
without consent from the Purchaser.
Article 16. NOTICE

16.1 The address of each Party for receiving notice from other Party shall be as follows:

(a) The Seller: Binh Thien An Property Joint Stock Company

Address: 14th Floor, Sailing Tower, 11A Pasteur St, Ben Nghe Ward,
District 1, Ho Chi Minh City.

Tel: (84-8) 38230458

Fax: (84-8) 37230460

Recipient:

(The reference number of this Agreement must be clearly stated on the

envelop)

(b) The purchaser: []

Address: []

Tel: []

Recipient: []

16.2 Method of notification: deliver in person, via registered mail (with signature), facsimile.

16.3 Any notice, request, information, claim related to this Agreement (Notice) must be
made in writing. The Parties agree that the Notice shall be deeded received if it has been
sent to the correct recipient and address and in the correct form prescribed in Articles
16.1 and 16.2, and within the time as follow:

(a) On the date of delivery if delivered by hand against receipt and confirmed by
signature of the recipient;

(b) On the date of delivery if the sender receives the notice of successful fax from
the fax machine if delivered by fax;

23
 (c) On the date of delivery according to the signature of the notice provider in
case of delivery by registered mail (with signature);

(d) On the 2 Business Day from the date of postmarking in case of delivery by
express mail.
If any Notice is received on the date which is not a Business Day or after 5:00 PM of a
particular Business Day, such Notice shall be deemed to have been received on the next
Business Day.

16.4 The Parties must notify in writing to the other Party for any change in address, method
of delivery and name of recipient at least 5 (five) Businesses Days; if there are any
changes in the address, method of delivery, name of recipient as specified at Articles
16.1 and 16.2 above the changing Party fails to notify the other Party on such changes,
the Party sending the notice shall not be responsible if the notification is not received
by the Party that makes the change.

ARTICLE 17. DISPUTE SETTLEMENT

In case of any dispute regarding the contents of this Agreement, the Parties shall
together discuss and settle such dispute through negotiation. If the Parties fail to settle
the dispute within 30 (thirty) days from the receipt of written notice from the other Party
regarding such dispute, either Party shall have the right to submit such dispute to the
court for settlement in accordance with the law.

Article 18. GENERAL AGREEMENTS

18.1 The following enclosed documents:

- Appendix 1 Description of the Apartment

- Appendix 2 Apartment Selling Price, Maintenance Fees, Payment Methods

- Appendix 3 Form of Apartment Handover Minutes

- Appendix 4- Apartment Building Internal Regulations

- Certificate of full satisfaction of force bearing safety conditions and quality

standard conformity of construction works no. 07A/CN.13 TT.K.CNCL dated
04 April 2013;

- Drawing of the floor plan of the Apartment

24
 Shall be integral parts of this Agreement. The Parties have read and agreed with the
contents of these Appendices and Annexes.

18.2 The Parties undertake to strictly comply with the contents specified in this Agreement.

Article 19. EFFECTIVENESS OF THE AGREEMENT

19.1 This Agreement shall be effective from the date of execution.

19.2 This Agreement consists of 19 Articles, and is made in 04 originals with equal validity,
the Purchaser shall keep 01 original, the Seller shall keep 03 originals. In case the
Purchaser is Vietnamese settled abroad or are foreigners and have requested the
contract will be made to add 4 (four) original in English, the Purchaser keep adding 1
(one) of the English version, the Sellers keep more 03 (three) English version. In case
there are differences between the Vietnamese and English version, the Vietnamese
version shall prevail.

19.3 In case where the Parties agree to amend the contents of this Agreement, such
amendment must be made in writing and signed by the Parties.

IN WITNESS WHEREOF, this Agreement has been duly executed by the representative of the
Parties on the date specified on the first page of this Agreement.

THE PURCHASER THE SELLER

[.] [.]

25
 APPENDIX 1 - DESCRIPTION OF THE APARTMENT

I. DESCRIPTION OF THE APARTMENT

Type of Apartment []
Apartment No.: []
Floor: []
Tower: []
Address [....]
Usable area of the Apartment [] m2
Floor Area of the Apartment [] m2

II. SITE MAP

(See the attached drawing)
III. MATERIALS AND EQUIPMENT OF THE APARTMENT
(Not applicable, handing over apartment with bare finish as actual current state)

IN WITNESS WHEREOF, This Appendix of the Apartment is entered into by the Parties on
the date _______________.

THE PURCHASER THE SELLER

26
 APPENDIX 2
APARTMENT SELLING PRICE, MAINTENANCE FEES, PAYMENT
METHOD

I. Apartment Selling Price:

Apartment Selling Price is . VN ()

The Apartment Value is calculated according to area and price as follows:

Apartment Value
Area (m2) Price (VND/m2)
(VND)
. m2 VN VN ()
(a) (Usable Area of
the Apartment) ()

m2 VN VN ()
(a) (Floor Area of
the Apartment) ()

(1) Usable Area of the Apartment varies more than or less than 1% (1 percent)
compared to the Usable Area of the Apartment as specified in this Agreement and (2)
Floor Area of the Apartment recorded in the Certificate varies more than or less than
1% (1 percent) compared to the Floor Area of the Apartment as specified in this
Appendix and (3) Every area 1 or area 2 is changed which is larger than 1m2 of each
equivalent area, Apartment Selling Price will be adjusted accordingly.

Apartment Selling Price as mentioned above inclusive of:

(1) Net Selling Price of the Apartment (included the value of land use right).

(2) Valued added tax (not calculate in accordance to land use levies, which
submitted to State under the laws)

27
II. Payment Method

Payment Payment value Paid amount/installment -

Payment
period (inc. VAT) VN

1 [] [] vn ()

[] [] vn ()
2

3 [] vn ()
[]
.

(a) Purchaser is responsible for the all bank fees, tranfer fees and other fees relevant
to the payment.

(b) The amount of the phase difference by adjusting Apartment Selling Price due to
varies Area as stipulated in Section I in this Appendix, it shall be the Parties pay
each other as follows:

(i) If the adjusted is increase according to the number of actual

measurements in Certificate: the Purchaser must pay the Seller on the
last installment;

(ii) If the adjusted is reduction according to the number of actual

measurements in Certificate: the Seller will deduct in the last installment
or if the amount of the reduction exceeds the amount of the last
installment, the Seller will reimburse Purchaser within 10 days after the
last installment;

THE PURCHASER THE SELLER

[] []

28
 APPENDIX 3 FORM APARTMENT HANDOVER MINUTES

APARTMENT HANDOVER MINUTES NO.

- Pursuant to Sale and Purchase Agreement No. [*] dated [*] (Agreement) and all
appendixes of Agreement;
- Pursuant to Certificate of full satisfaction of force bearing safety conditions and quality
standard conformity of construction works no. 07A/CN.13 TT.K.CNCL dated 04 April
2013.

Today, on [*], at Diamond Island project, Binh Trung Tay Ward, District 2, HCMC, we
includes:

I. SELLER: BINH THIEN AN PROPERTY JOINT STOCK COMPANY

Head office : 14th Floor, Sailing Tower, 111A Pasteur, District 1, Ho

Chi Minh City
Telephone No : (84-8) 38230458
Fax : (84-8) 38230460
Reprensented by :

AND

II. MR./MS:

ID Card No. : [*] issued on [*]

Permanent residence address : [*]
Telephone No. :

Authorized person (if there is any): N/A

Mr./Ms:
ID Card No. : [*] issued on [*]
Place of issuance : [*]
Address : [*]
Telephone No. : [*]

Fax : [*]
In accordane to POA : [*]
No.: [*] Date: [*]
Issued by : [*]

29
JOINTLY IMPLEMENT THE FOLLOWING CONTENTS OF HANDOVER
PROCEDURE:

1. UNIT DESCRIPTION:
Unit type :
Number of Bedrooms:
Floor :
Tower :
Zone :
Apartment code issued on Certificate of ownership:
Unit size/m2 :
- Usable Area of the Apartment : m2
- Unit size as in the Agreement : m2

2. The aforementioned apartment is handed over successfully along with all the
equipment of the unit to Party B (Mr/Ms) pursuant to the regulated to the
terms of the Sales and Purchasing Agreement No. signed on between
both Parties without any defects or deteriorations.

3. The term of warranty for the equipment attached to the Apartment specified in
Article 9 is 12 months from the day of signing this Minutes or the day when the
Purchaser is deemed to have official received the Apartment in accordance with
Article 8.4 of the Apartment Sale and Purchase Agreement.

This form is an integral part of Agreement No. . and issued into 04 originals, Party A
holds 3 (three) originals and Party B holds 01 orginal for the implementation.

REPRESENTATIVE OF PARTY A REPRESENTATIVE OF PARTY B

30
 APPENDIX 4 APARTMENT BUILDING
REGULATIONSAAPREGULATION ON MANAGEMENT AND USE OF
APARTMENT BUILDINGS
ARTICLE 1. DEFINITION
Unless otherwise required by the context, the following terms and expressions in the
Apartment Building Regulations shall have meaning as follows:

1.1 Building Owners Committee means a Building Owners Committee of the

Apartment Building, the Building Owners Committee elected by Apartment
Building Conference, including representatives of Owner, Apartment Building
Occupants and representatives of Project Owner (if any), to be established and
operating in accordance with the Apartment Building Regulations.
1.2 Project Owner means Binh Thien An Property Joint Stock Company, to be
legally established and operating in accordance with the Laws of Vietnam,
located at Floor 14, Sailing Tower, 111A Pasteur, Ben Nghe Ward, District 1,
Ho Chi Minh City and is the Project Owner of Apartment Building, or any other
organizations who legally assume the rights and obligations from Binh Thien
An Property Joint Stock Company.
1.3 Apartment Building Owner means owner of apartments or owners of other
areas in an apartment building.
1.4 Management Company means any individual or organization who has
profestional management skills chosen to perform Management and Operation
of Apartment Building through signing management agreement.

1.5 Apartment Builidng Conference means a conference of the Apartment

Buiding Owner or Apartment Building Occupants if apartment building owners
do not attend.
1.6 Apartment Building Occupants means owners who are using an apartment
building themselves or organizations, households and individuals that are
legally using apartments and other areas within the apartment building through
renting, borrowing, temporary occupations with friends or relatives, or being
authorized by competent agencies.

1.7 Apartment Building means apartment building that project owner is Binh
Thien An Property Joint Stock Company, including apartments, public stairs,
hall ways, private property, common property and common infrastructural

31
 works for organizations, households or individuals, to be built in Zone B,
Diamond Island Project, Binh Trung tay Ward, District 2, Ho Chi Minh City.

1.8 Common Property means the remaining areas of an Apartment Building

exclusive of the private property of the apartment building owner and shared
equipment in the Apartment Building prescribed in law on housing, including:
(a) Space areas and force-resistant structure systems, technical equipment used in
common in the apartment building, including frames, columns, force-resistant
walls, walls surrounding the house, walls between the apartment, floors, roofs,
terraces, corridors, staircases, elevators, emergency exits, waste cages, technical
boxes, supply systems for electricity, water, gas, communication information
system, radio, television, drainage systems, cisterns, lightning-resisting system,
fire fighting and other portions not be owned individually by any the Apartment
Building Owners;
(b) The remaining areas of the Apartment Building except for the private areas in
Apartment Building; the community center of the apartment building;
(c) Any area used for bicycles, vehicles for the disabled, two-wheel motorcycles,
or three-wheel motorcycles of owners or occupants of the apartment building;
(d) Public constructions in the apartment building area which are not built for
commercial purposes or required to transfer to the State according to the
approved project include public yards, flower gardens and other constructions
mentioned in the approved residential construction project.
(e) Technical infrastructure systems outside the apartment building but connected
with the Apartment Building,
1.9 Private Property means any areas as follows:

(a) The area inside the Apartment, including the balcony area, logia attached to that
Apartment;

(b) Other areas in the apartment building which are under private ownership of the
apartment building owner;

(c) Private technical infrastructure systems attached to the Apartment or attached

to the other areas which are private property.

1.10 Regulation on Management and Use of Apartment Buildings means the

Regulation on management and use of apartment buildings issued by the
Ministry of Construction and amendments and supplements from time to time.

32
ARTICLE 2. EXPLANATION
Unless otherwise required by the context or these Regulation:

2.1 Titles or headings are for convenience of reference only and are not for
interpretation or explanation of the substance of these Regulation;

2.2 All references to Articles and Appendices are references to Articles and
Appendices of these Regulation;

2.3 Singular terms also include plural and vice versa; and
2.4 References to a person or a third party shall be construed as references to an
individual or a legal entity established in any form as well as its successors or
replaced persons.

PURPOSES AND SCOPE OF APPLICATION

ARTICLE 3. PURPPOSES
These Regulations are set up and promulgated for the following purposes
3.1 Strengthening the protection of benefits and securing safety for the Apartment
Building Owner and Apartment Building Occupants;
3.2 Improving the quality of life of the Apartment Building Owner and Apartment
Building Occupants;
3.3 Maintaining and securing security, environmental hygiene, health safety of
Owners and Apartment Building Occupants and quality of the Apartment
Building;

3.4 Increasing the value of the Apartment and the Apartment Building; and
3.5 Subject to actual requirements, these Regulations of the Apartment Buidling
may be amended or adjusted accordingly from time to time by the Management
Company, submitted to the Building Owners Committee for approval by the
Apartment Building Conference.

ARTICLE 4. SCOPE OF APPLICATION

These Regulations are applicable for all Owners and Apartment Building Occupants.
Owners and Apartment Building Occupants, in all events and with no exception, must
strictly obey, comply with and implement all articles and appendices of these
Regulations. The Owner has the following obligations and must ensure that:

33
4.1 Other Apartment Building Occupants are aware of the Regulation and they, in
all events and with no exception, must strictly obey, comply with and implement
all articles and appendices of these Regulations; and
4.2 Apartment Building Occupants must sign in the undertakings for the above
mentioned purposes if and when requested by the Management Company.

RIGHTS AND OBLIGATIONS OF ORGANIZATIONS, INDIVIDUALS FOR

MANGEMENT AND USE OF APARTMENT BUILDING
ARTICLE 5. RIGHTS AND OBLIGATIONS OF APARTMENT BUILDING
OWNERS
5.1 Owners has rights as follows:

(a) Be entitled to own and use private property; be entitled to use common property
according to the Law on Housing and the Regulation on management and use
of apartment building;

(b) Request the Project Owner, Building Owners Committee or Peoples

Committee of Ward to organize apartment building conference as prescribed
hereof;
(c) Request the project owner, managing and operating units, Building Owners
Committee of Apartment Building to provide information and make public
disclosure of management and use of apartment buildings;

5.2 Owners has obilagtions as follows:

(a) Fully responsible by itself for the Apartment and/or Private Property and for:

(i) the compliance and implementation of the Regulation on Management and

Use of Apartment Building issued by the Ministry of Construction and this
Regulation;
(ii) Adequately comply with decisions of the Apartment Building Conference;

(iii) Comply with regulations of the Law on Fire and Explosion Prevention and
the Law on Insurance Business;

(iv) Detect and make early notifications of committed offenses concerning

managing and use of apartment buildings regulations on management and
use of apartment building;

34
 (v) Rerstore former conditions and indemnify against all damage happening
that belong to Common Poperty or Private Property caused by a result of
Owners default;
(b) Fully respobsible by itself for the obtaining compulsory fire and explosion
insurance according to the Law on Fire and Explosion Prevention and the Law
on Insurance Business

(c) Participate in the Apartment Building Conference, make prompt payment of

expenses on maintenance, expenses on management and operation of
Apartment Building and other fees and charges as prescribed by laws or as
agreed with service providers;

(d) Fully responsible for carrying out maintenance of private property according to
the Law on Housing and this Regulation; indemnify against all damage caused
to other owners;
(e) Create favorable conditions and assist functional units in carrying out
maintenance of Common Property as prescribed; and
(f) The Owner shall inform the Management Company of the presence of
Apartment Building Occupants in the Apartment and/or Private Property of
itself and shall comply with and implement the registration of temporary
residence for Apartment Building Occupants in accordance with the stipulations
of the laws of Vietnam.

ARTICLE 6. REGULATIONS APPLICABLE TO OCCUPANTS,

TEMPORARY RESIDENTS, GUESTS
6.1 Guests coming in and out of apartment buildings shall register and present
identify papers at reception area (if any) or security guards and comply with
instructions given by receptionists or security guards. At its sole discretion,
receptionists or security guards may retain the guests identity papers for the
inspection of security and safety of the apartment building;
6.2 Temporary occupants shall register temporary resdidence at the reception area
(if any) or security guards and with police authorities of relevant wards;
6.3 Apartment Occupants, temporary occupants shall be responsible to the law for
acts in violation of the Regulation on management and use of apartment
buildings and this Regulations.

ARTICLE 7. RIGHTS AND RESPONSIBILITIES OF THE PROJECT

OWNER

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7.1 The Project Owner may directly administer, operate apartment buildings or
entrust other units having functions and capacity in accordance with the
stipulations of the laws with such duties when the first apartment building
meeting is yet to be held;

7.2 Submit proposal of qualified Management Company to the first Apartment

Building Conference for considerations, decisions;

7.3 Collect maintenance fee of Common Property of apartment buildings as

stipulated in Articles 108, 109 of the Law on Housing, Decree No.
99/2015/NDD-CP and all amendment and supplement from time to time;
implement of magement of management fee in accordance with applicable law
and rergulations of Vietnam;
7.4 Hand over infrastructural system outside Apartment Buildings to local
regulatory agencies according to laws; establish and hand over apartment
building documentation to Building Owners Committee as prescribed hereof;

7.5 Manage and use the works serving domestic activities of owners and occupants
of apartment buildings assigned by the State or constructed for business in
accordance with the purposes specified in approved project;
7.6 Maintain its own property; indemnify other owners against all loss or damage
happening/arising caused by maintenance or no maintenance;
7.7 Preside over organization of the first Apartment Building Conference, appoint
people to participate in Building Owners Committee and voting in Apartment
Building Conference in accordance with Regulations on Management and Use
of Apartment Buildings;
7.8 Request competent agencies to handle acts of invading its legally-owned
properties or acts of obstructing legal business according to approved project;
7.9 Cooperate with Building Owners Committee in handling difficulties arising
during the management and use of apartment buildings;
7.10 Buy compulsory fire and explosion insurance according to the Law on Fire and
Explosion Prevention and the Law on Insurance Business;
7.11 Indemnify against all loss and damage happening/arising as agreements or as
prescribed by laws; comply with decisions on penalties made by competent state
agencies; and
7.12 Other rights including but not limited to:

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(a) Rights to enter to construct
The Project Owner has the right to enter any areas in the Apartment Building
(except those areas whose the rights of ownership, use, residence and receiving
have been transferred to or have the tendency to belong to the other Owners)
bringing all necessary facilities, machinery and materials to serve the
constructing, upgrading and finishing other areas of the Apartment Building or
constructing other Apartment Building in any time the Project Owner considers
necessary.

The rights to enter of the Project Owner as stated above shall be extended and
applied for subcontractors, agents, workers or any other authorized by the
Project Owner.
During the construction, the Project Owner shall have notification in writing to
the Owners about the Owners, their guests, maids, agents or the people that they
allow might or might not use part of the Apartment Building.

However, the Project Owner shall ensure that the construction should not
obstruct the rights to hold, reside in and enjoy the Apartment of the Owners and
should not obstruct or unreasonably restrict the rights to move in/out the
Apartment of the Owners.

The Project Owner shall be responsible for the expenses of repairing any
damages or losses during the construction, dismantling or any other reasons
during its tasks.
(b) The right to improve the construction drawing

The Project Owner has the right to improve, modify, adjust, add, alter the
construction drawing from time to time provided that such right shall not
mitigate obligations of the Project Owner in obtaining permission and approval
from authorized State bodies. The Owners shall not object to the improving,
modifying, adjusting, adding and altering the construction drawing by the
Project Owner.

The Project Owner shall ensure that the tasks of ameliorating, modifying,
adjusting, adding and altering do not obstruct the rights and privileges to hold,
reside and enjoy the Apartment of the Owners and ensure the way in an out of
this Apartment does not be affected negatively. Meanwhile, when performing
the above tasks, the Project Owner shall not cause any problems to those areas
the Project Owner has transferred to another Owner.

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 All the legal liabilities, expenses resulted from ameliorating, modifying,
adjusting, adding and altering shall be borne by the Project Owner unless those
tasks are done for the benefit of the Owners.
(c) The Project Owner shall have the right to construct, operate part or parts of the
Common Property to complete the Apartment Building conformable to the
master plan and the project drawing at the expenses and costs of the Project
Owner provided that those actions are not against the stipulations of the laws of
Vietnam and do not obstruct the rights and privileges to hold, reside in and enjoy
the Apartment of the Owners and do not obstruct or unreasonably restrict the
rights to move in/out of the Apartment of the Owners. The damages or losses
during the construction shall be repaired by the Project Owner with its own cost
and the Project Owner shall ensure that the construction and operation do not
cause significant inconvenience to the Owners.
(d) With written approval from the Building Owners Committee, the Project
Owner has the right to add, maintain, modify, repair, preserve, replace, renew
and remove the signboards, billboards related to the sale or lease of the project
(electric illuminating boards or the like), cable, chimney, air pipe, pipe, antenna
mast, conduit, equipment, machinery, telecommunication transceiver,
syntonizer, antenna cable, antenna, satellite disks and related accessories,
lighting rod and lamp post or other equipment in public areas and public
facilities or other areas of the project in which the rights to own, use, reside in
and enjoy those areas have not been transferred by the Project Owner to any
other Owners.
From time to time, the Project Owner shall have the right to move in/out areas
of the project with or without workers and equipment under the condition that
the Project Owner must have prior notification in writing (except in case of
emergency) to perform those above tasks. The Project Owner shall permit or
authorize other people to perform those above tasks provided that those tasks
do not obstruct the rights to use and enjoy their own area of the Owners or Other
Occupants in the project and provided that the Project Owner does not cause
considerable inconvenience and by its own cost repairs all the damages caused
or arisen during the time perform the above rights.

(e) Based on the implementation of these Regulations, the Project Owner shall have
the right to handover all the Common Property of the Owners and Other
Occupants of the Apartment Building to the Management Company without

38
 fees or with fee under the approval of the Owners in accordance with the
Articles of those Regulations.

The rights to exclusively hold, use, reside in and enjoy the Common Property
handed-over to the Management Company is considered as the entrust to look
after for all Owners during the operating period.
If the Management Company resigns or the Management Agreement is expired
or terminated and another Management Company is appointed as an
replacement in accordance with these Regulations, the terminating Management
Company or the person who took over from it shall hand over the Common
Property to the new Management Company with or without fee, and without
prejudice to the rights, power and authority of the Management Company in
accordance with these Regulations. Meanwhile when the Building Owners
Committee of the Apartment Building is established, it may require the
Management Company to hand over the Commonly Property and transfer the
management responsibilities to it with or without fee. In such case, the Building
Owners Committee of the Apartment Building shall manage the interests of all
Owners of the Apartment Building by itself.
(f) Authorization for Management Companies

The Project Owner shall have the right to delegate to the Management Company
(with possible further authorization) part or all of its rights and benefits in a way
that the Project Owner considers necessary.
(g) Right to assign more Common Property

With approval from the Building Owners Committee (if it has been
established), the Project Owner shall have the right to assign to the Common
Property one or more areas of the Apartment Building or the nearby land plots
which the Project Owner exclusively owns, uses, resides in and enjoys,
including all the sales, profits resulted from such areas. From the handover date,
the Project Owner shall not be responsible to pay for any expenses related to
those areas. Such responsibilities shall be transferred to the Owners and the
Owners shall be responsible for the contribution to the expenses for the
maintenance of those areas in a manner similar to the maintenance of the
Commonly Property. All charges from those areas shall be held by Management
Company in a management fund for all Owners.
(h) Right to install pipes and other services

39
 With approval from the Building Owners Committee of the Apartment
Building, the Project Owner shall have the right to construct, maintain, arrange,
modify, remove, move and renew pipes, cables, sewers and other installation,
machinery, room and other structure in one part or the entire Apartment
Building, Project and nearby land plots to provide public services for the
Apartment Building and Project or nearby land plots. The Project Owner shall
have the right to grant, permit, allow or implement the above tasks under terms
and conditions which the Project Owner considers necessary.

(i) Right to combine expanded areas

The Project Owner shall have the right and privileges to negotiate and agree
with state bodies about the combination of any land plots as part of the
expansion of the Apartment Building and Project provided that if this task is not
implemented for the benefit of the Owners, all charges and extra payment for
this task shall be paid by the Project Owner. If this task is not implemented for
the benefit of the Owners, no Owner but the Project Owner shall have the right
to claim for interests or compensation that might arise from the above tasks and
provided that from the combination date, the expanded area shall be part of the
Project and must be complied with these Regulations. The Project Owner shall
have the right to appoint, offer or transfer any interests mentioned above to other
Owners by clearly transferring interests under terms and conditions which the
Project Owner considers as necessary.
(k) The Project Owner shall have the right to appoint, grant or transfer any interest
in the above rights to other Owners by notification of the transfer above under
terms and conditions which the Project Owner considers necessary.

ORGANIZING MANAGEMENT AND USE OF APARTMENT BUILDINGS

ARTICLE 8. APARTMENT BUILDING CONFERENCE
8.1 Within a period of not more than 12 months from the date on which the
Apartment Buidling is put into use and 50% or more of the Apartments have
been handed over (including the number of apartments retained not for sale by
the project owner), the Project Owner shall hold Apartment Building
Conference for the first time to elect a Building Owners Committee and to
approve other issues.

8.2 Apartment Building Conference shall be held once year only when the number
of attendants at least 30% of representatives of owners of handed over
apartments or less as agreed by the owners. For Annual Apartment Building

40
 Conference in combination with decisions on one of the following issue,
attendants shall ensure at least 50% of representatives of owners of handed over
apartments:
- Select replacements for heads or deputy heads who are dismissed, pass away,
or missing; in case of replacement of deputy heads as the project owner's
representatives, the project owner shall appoint others without organizing of
irregular apartment building conference;
- Dismiss all members of the Building Owners Committee and elect new one;

- Select replacements for members of the Building Owners Committee (other

than heads or deputy heads) who are dismissed, pass away or missing in case
the collection of suggestions from owners fails to reach the unanimity in
accordance with regulations of law.

Where necessary, an extraordinary Apartment Building Conference may be

held. At least 50% of representatives of owners of handed over apartments with
respect to meetings on issues as follows:
- Elect replacements of heads or deputy heads who are dismissed, removed, pass
away, or missing; in case of replacement of deputy heads as the project owner's
representatives, the project owner shall appoint others without organizing of
extraordinary apartment building conference;
- Dismiss or remove all members of the Building Owners Committee and elect
new one;
- Elect replacements of members of the Building Owners Committee (other
than heads or deputy heads) who are dismissed, pass away or missing in case
the collection of suggestions from owners fails to reach the unanimity in
accordance with regulations of law.
- The Building Owners Committee requests changing the managing unit or
adjustments to service price;
Other cases as requested by more than 50% of representatives of owners of
handed over apartments, An extraordinary Apartment Building Conference may
be held when there is more than 50% of representatives of owners of handed
over apartments. In this case, there is at least 75% of the total of people so
request in writing who attend.

8.3 Apartment Building Conference shall decide on the following issues:

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(a) Recommendation and election of, dismissal and removal of the member of
Apartment Building Building Owners Committee; approval or
supplementation and amendment of the Operational Regulations of the Building
Owners Committee; approval of allowance of responsibility of the members of
Building Owners Committee and other reasonable expenses serving the
operation of the Building Owners Committee;

(b) Approval, supplementation and amendment of the Regulation on Management

and Use of Apartment Building;

(c) Approval of the charges of apartment building management services in

accordance with regulations of law and the use of funding for maintenance of
common property in the apartment building;
(d) Approval of the selection of the enterprise managing apartment building;

(e) Approval of the report on the tasks of the management, operation and
maintenance of common property in the apartment building;

(f) Decision on other contents related to the management, operation and use of the
Apartment Building.

8.4 All decisions by the Apartment Building Conference must ensure majority
principle by way of voting or a poll and such decision must be made in writing
which was signed by members of meeting and secretary of Apartment Building
Conference meeting.

ARTICLE 9. BUILDING OWNERS COMMITTEE

9.1 When a Building Owners Committee has not been established, the Project
Owner shall be responsible for performing the works of the Building Owners
Committee. When the Apartment Building Conference is held, the
establishment of the Building Owners Committee shall be deceided by the
Apartment Building Conference.

9.2 The component of Building Owners Committee includes representatives of the

Owners and representatives of the Project Owner. The number of the members
of the Building Owners Committee shall be 03 up to 05, including 01 (one)
chairman, 01 (one) or 02 (two) vice chairman and other members decided by
the Apartment Building Conference. The Project Owner may withdraw from
the Building Owners Committee when it operates well and the tasks of
management and use of the Apartment Building has been in order, and the

42
 withdrawal is approved by the Apartment Building Conference and the Peoples
Committee of District 2.

9.3 Term of the Building Owners Committee shall be (03) three years from the
date on which the Peoples Committee of District 2 signs a decision on
acknowledgement.
9.4 The election of the Building Owners Committee shall be organized in the first
Apartment Building Conference and whenever its term is expired.
9.5 Within 10 (ten) days from the election by the the Apartment Building
Conference of the Building Owners Committee, the Building Owners
Committee must submit document to the Peoples Committee of District 2 so
that it is recognized.
9.6 If a member of the Building Owners Committee resigns, dies or is dismissed
by the Apartment Building Conference, the Apartment Building Conference
shall organize an election for a replacement member.

9.7 The Building Owners Committee shall meet every 03 (three) months or in
extraordinary meetings upon written requests from the Chairman or Vice
Chairman, or at least 02 (two) members of the Building Owners Committee, or
upon written requests from the Management Company, with a condition that the
request shall be informed to all member at least 07 (seven) days before the
meeting. The meeting shall be conducted if there is at least of the members
of the Building Owners Committee attending in the first summon. If the first
summon is not successful due to lack of attending members, the second meeting
shall be conducted if there is at least 50% of the members of the Building
Owners Committee attending in the second summon.

9.8 The Building Owners Committee makes decision based on the majority of
members attending the meeting. If the numbers of votes are equal, the vote from
the Chairman or Vice Chairman (the absence of Chairman) shall be the decisive
vote unless otherwise decisions on expenditures on maintenance of common
property and proposals as follows:
a) Proposals on change of managing unit;
b) Decisions on selection of units carrying out maintenance;
c) Proposals on change of service price;
d) Proposals, requests from Building Owners Committee to the Project
Ownerduring management and use of apartment buildings;
dd) Other cases as decided by apartment building conference.

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9.9 The Building Owners Committee has the rights and responsibility to:
(a) Convene, preside over the Apartment Building Conference;

(b) Check and urge those who use the Apartment Building, the owners to perform
properly in accordance with this Regulations and the provisions of the law on
the management and use of the apartment building;
(c) Collect, and synthesize opinions and recommendations from users related to the
management and use of the Apartment Buiding, to reflect such opinions and
recommendations to the the relevant authorities, organizations and individuals
for consideration and resolution;
(d) Sign management agreement with the Management Company and sign
maintence agreements with enterprises with legal status with regard to
construction upon approval by the Apartment Building Conference;

(e) Report on financial collection and expense of the Building Owners Committee,
the maintenance and maintenance fee collection and expense of common
property of the apartment building to the apartment building conference to
supervise and check and approve in accordance with this Regulations.

(f) Coordinate with local authority, street residential group in the construction of a
civilized life style and the proctection of the social order and safety in the
Apartment Building managed;
(g) Perform the operation regulation issued by the Building Owners Committee
approved by the Apartment Building Conference; do not dismiss or supplement
members to the Building Owners Committee itself;

(h) Request the Apartment Building Conference to pass the fees for apartment
building management services;

(i) Take delivery, maintain and manage apartment building documents; supply one
set of documents received from the project owner to managing unit except that
the managing unit is the project owner;
(k) Make preparations for organization of apartment building conference meetings
as prescribed hereof; make public disclosure of contents of signed service
contract and maintenance contract in apartment building conference;

(l) Exercise rights over common property of apartment buildings on behalf of

project owner as prescribed in the Law on Housing and this Regulation; Do not
incite other people to cause loss of order and security in apartment building area;

44
(m) Bear responsibility to project owner for assigned tasks; comply strictly with
regulations on operation, receipts and expenditures of Building Owners
Committee
(n) Request competent agencies to organize apartment building conference
meetings, recognize Building Owners Committee according to this Regulation;
organize apartment building conference meetings to make decisions on
replacement of managing units that no longer meet requirements for
management and operation of apartment buildings as prescribed hereof;

(o) Make requests to competent agencies for handling in case the project owner
fails to hand over apartment building documents, expenditures for maintenance
of common property of apartment buildings as prescribed;
(p) Hand over documents, records under management to new Building Owners
Committee;
(q) Any member of Building Owners Committee that violates this Regulation and
relevant law provisions, depending on severity of violation shall be handled,
penalized for administrative violations or liable to criminal prosecution and
make compensations for any damaged caused;
(r) Comply with decisions on handling made by competent state agencies and
exercise other rights and responsibilities according to laws;
(s) Exercise other rights and obligations as prescribed in regulations on operation,
receipts and expenditures of Building Owners Committee passed by apartment
building conference and provisions in this Regulation.

ARTICLE 10. MANAGEMENT COMPANY

10.1 Management Company is an organization legally established and operating,
which has professional management skills chosen by Project Owner to sign
agreements of providing management and operation service of apartment
building during the time the first apartment building conference has not been
established. After the first apartment building conference is held, Building
Owners Committee shall enter the contract for management and operation
services with the project owner who has functions and capacity in apartment
building management and operation, or with other units entrusted by the project
owner;

45
10.2 Management Company may enter the service contract with other service
providers but shall be responsible for terms and conditions under the contract
signed with Building Owners Committee;
10.3 Rights and obligations of Management Company:

(a) Carry out management and operation of apartment buildings as prescribed

hereof and the service contract signed with Building Owners Committee;

(b) Carry out maintenance of common property of apartment buildings according

to maintenance contract (if any);

(b) Issue written notices about collection, payment of relevant expenses; make
notices about requirements and necessary information to occupants in case of
natural disasters, epidemic diseases and conflagration; provide instructions on
installation of equipment in privately-owned property;

(c) Sign sub-contracts with service providers in the management and operation of
apartment buildings (if any); monitor supply of services by these units;

(d) Collect expenditures on services as agreed with owners, occupants of apartment

buildings; pay compensations to members of Building Owners Committee
under decisions made by apartment building conference;
(e) Make public notices about administration and operation of Building Owners
Committee on a six-month basis or at the request of competent agencies; make
reports on management and operation of apartment buildings; collect
suggestions from occupants on the services;
(f) Cooperate with Building Owners Committee in handling other relevant
difficulties arising during the management and use of apartment buildings;
(g) Comply with decisions on handling made by competent state agencies;

(h) Perform other rights and obligations as agreed in the service contract or
according to relevant law provisions.

10.4 If the Building Owners Committee and/or Management Company wants to

terminate the management agreement, the Building Owners Committee shall
summon a meeting to appoint new Management Company to replace the
existing Management Company upon expiry of the management agreement. If
the Building Owners Committee is not able to summon a meeting as mentioned
above, the Project Owner shall have the right to appoint a new Mnagement
Company. The new Management Company, on the expiration date of the
existing Management Agreement, have rights and responsibility of a

46
 Management Company stated below. The approval of the new Management
Company shall be performed in the next Apartment Building Conference. If the
Management Company terminates the management agreement by any reason,
before 2 (two) months from the date of terminating the agreement, the
Management Company shall perform the following tasks:
(a) Prepare a report on the revenues and expenses of a period starting from the
financial year in which Management Company was appointed until the date the
Management Company terminates the agreement, prepare a detailed finalization
of revenues and expenses until the date of terminating the agreement.
(b) Handover all the records, accounting files, documents, plans and all other
management records together with management administrative systems and
other issues related to the expenses to Building Owners Committee (if any) or
to the new Management Company.
Notwithstanding of above, it is agreed that at any time, the Apartment Building
shall be managed by a Management Company from the date this Apartment
Building Provisions com into effect.

10.5 Without provisions as stipulated in Article 10.3, the Management Company

shall have rights and obligations as follows:

(a) Receiving charges: require and receive all charges that Owners and Occupants
must pay in accordance with the Sales and Purchase Agreement and these
Apartment Building Provisions.
(b) Insurance: maintain insurance service of the recovery of value of public area
and public facilities in case of damages or being destroyed.
(c) Garbage transportation: arrange the garbage transportation tasks in the public
area and public facilities and transporting garbage from garbage collecting
points in the Apartment Building.

(d) Ensuring the proper opearation of lighting system: ensure and maintain the
lighting system of public area and public facilities so that it operates well and is
in neat condition.
(e) Reparing exterior structures: repair, maintain, clean, paint, restore, upgrade
(with prior approval from the Building Owners Committee), replace, process
or decorate the structure and composition, furniture and architecture of the
project, external walls and surface of Apartment Building but not including
window and windowframe except it is in public area; replace broken glass or

47
 glass is on the break in public area. Management Company shall have the right
to, at the expense of the related Owner, replace the window (s) if those window
are not replaced within 07 (seven) days after the Management Company sends
the Owner or other Occupants a request for repair (except in an emergency).

(f) Reparing and conserving public area: repair, maintain, conserve and manage
public area and public facilities to keep them in a neat and clean condition;
ensure that public comforts are always in good operating condition; renew,
upgrade or replace, expand or supply more equipment considered as necessary
by the Management Company; ensure that elevators and fire equipment or other
equipment always satisfy technical stipulations of the laws. The Management
Company shall have the right to sign agreement with a third party at any
necessary time to protect those above equipment.

(g) Maintaining the sewage system: maintain the sewage and pipe system in the
public areas and facilities in order to keep the system clean and through; prevent
rubbish or any other objects falling from the Apartments to the road, sewage
system or water pipes, etc. During the maintenance process, the Management
Company must ensure not to damage any pipes, drainage system, electric wires,
facilities or any part of the Apartment Building, otherwise it shall be responsible
to repair any damages.
(h) Maintaining the faade of the Apartment Building: at any time and upon
approval of the Building Owners Committee, the Management Company shall
have the right to select the color and style for the faade of the Apartment
Building and the public areas and facilities. During appropriate times, the
Management Company shall have the right to repaint, clean the external walls
or any required works.
(i) Applying rules regarding usage of the public area and public facilities: to
propose charges and collect charges, propose rules and restrictions of usage of
the public areas and facilities, expel any persons violating the provisions of the
Apartment Building and prevent violators from using the Common Property of
the Apartment Building for a specific period.

(j) Maintaining the ventilation system: maintain and repair to ensure proper
operation of the ventilation system.

(k) Preventing illegal blockage: to prevent illegal blockage of the public areas and
facilities and expel/relocate any blockages.

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(l) Arranging the provision of living amenities: provide and maintain the security
guards, CCTV systems and other security measures for the Apartment Building.

(m) Removing illegal structures: remove illegal structures or systems, signage,

advertising board, decorations, blockages, antenna or any other objects installed
illegally in the residential areas, to request related persons to restore the original
conditions at their own costs.

(n) Preventing the modification of the Apartment Building: prevent any persons
from modifying or making any damages to any part of the residential area or
public area and public facilities.
(o) Preventing over-pressuring: prevent any persons from over-pressuring the floor
or elevator of the Apartment Building or any other area in the residential area.
(p) Preventing the electric overloading: prevent any persons from overloading
power source by connecting electric equipment and circuits or electric wires
inside the Apartment Building.

(q) Requesting the Owner and the Occupants to perform his obligations: obligations
of all Owners and the Occupants are to preserve, maintain their Apartments in
a good condition and if there is any damages, the Owners and/or Occupants
shall be responsible to repair and recover those damages at their own costs.

(r) Posting at a notice board those Apartments violating the Provisions: have the
right to post at a notice board the Owners or Occupants violating the
Regulations of the Apartment Building.
(s) Stopping the hucksters: prevent the hucksters from entering the residential area
and expel any hucksters in the residential area. Place signage prohibiting
hucksters in public area if necessary.

(t) Resolving the requests: resolve all requests, complaints, reports and
correspondence related to the Apartment Building.

(u) Decorating the Apartment Building: decorate the Apartment Building in

holidays and festivities and organize events or celebrations for the residents.

(v) Maintaining entertainment facilities: repair, maintain, upgrade, operate and

manage entertainment facilities; look after and maintain landscape, plant trees
and ornamental plant, flowers, grass and other trees in public area and public
facilities together with the tasks of maintaining the way in and out and the slope
way in the Apartment Building.
(w) Drafting regulations: draft regulations from time to time for residence area.

49
(x) Convening meetings: summon meetings with Owners or meeting with
Occupants or meeting with the Building Owners Committee when necessary.

(y) Putting up scaffolding to repair: with approval from related authority (if any)
and with reasonable notice to all Owners and Occupants who are affected
directly from the installation (except in emergency cases), the Management
Company is allowed to put up scaffolding, standing stage or an other necessary
equipment on the outside walls, roofs, lean-to, balcony to perform the tasks of
repairing and maintaining pumping and sewage systems or repairing external
walls and windows of the Apartment Building. If there is any damage, the
Management Company shall be responsible to repair and ensure that they will
minimize the inconvenience to all Owners and Occupants.
(z) Maintaining all areas in the Apartment Building and other facilities periodically.

(aa) Maintaining and operating parking lots: manage, maintain and operate parking
lots of Apartment Building and displace cars parked illegally or at wrong place.
The Management Company shall be responsible to perform any necessary
methods to assist users to move in and out in a convenient way and displace or
request to displace those cars which are not parked in a right place in public area
and public facilities.

(bb) Managing and improving public area and public facilities: with approval from
the Building Owners Committee, the Management Company shall perform all
necessary tasks to maintain and improve the public area and public facilities
inside the Apartment Buidling or in the project so that the residents may enjoy
better facilities.
(cc) Performing other tasks: perform all other necessary tasks which are considered
to be necessary to manage the Apartment Building.
10.6 Notwithstanding the above rights, the Management Company is entitled the
following rights:
(a) No parking: to prohibit vehicles from parking at some specific places within
residential area during certain periods
(b) Moving illegally parked vehicles: moving vehicles that are parked illegally in
accordance with provisions of the Apartment Building. Any damage by the
moving is incurred by the vehicles owners, the Management Company have
the right to fine recover all costs of moving illegally parked vehicles from the
owners.

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(c) Charging consultancy fees: the Management Company is entitled to charge fees
for consultancy works arising during the acceptance process of interior design
or construction according to the Regulations of the Apartment Building.
(d) Charging for water supply in public areas: water used in public areas would be
included in the management fees that every Owners must pay. Fees received
would be a part of management fund.

(e) Entering the Apartment Building to check leakages: to enter the Apartment
Building or any apartment to check if there is any leakage when there is proper
written notice (except under urgent circumstances) provided that it must
minimize the noise influencing residents and must fix any damage arising
during the works.
(f) As for Owners and Occupants who do not pay due debts according to articles
of Sales and Purchase Agreement, this Regulations or do not comply with its
articles, the Management Company had the right to ban Owners from using
services of the Apartment Building until proper compliance
10.7 The Management Company and its staffs shall have the right to access any area
of the project or Apartments at least twice a year or at any time with a prior
notice (except under urgent circumstances) to carry out the fixing,
reconstruction, maintenance, replacement, cleaning, painting or decorating the
external walls, windows or the faade of the Apartmet Building or water pipe,
pumping system, water drainage system and any part of the Apartment
Building/project including pipes, lighting system or any equipment. In case
damaged are caused during such works, the Management Company will be
responsible for fixing the damages caused by them. The Management Company
also have to bear the responsibility for losses, damages arising due to its
negligence or deliberate actions or any criminal actions made by them or its
contractors. The Management Company at the same time minimizes the
inconvenience to the owners and occupants.

10.8 The Management Company will issue a manual with regulations, procedures,
processes necessary for Owners and Other Occupants during their stay and
using public utilities, etc. and this manual will be applicable to every Owners
and Other Occupants, provided that it is not against the Regulations and
prevailing laws.

INSURANCES, SERVICES, CHARGES AND FEES

ARTICLE 11. INSURANCES

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11.1 Purchase insurance
The Building Owners Committee, depending on specific cases, shall act on
behalf of the Owners to buy and maintain the following insurances:
(a) Third party liability insurance, for personal injures and death, damages to third
partys properties arisen from the actions of the common property owners;
(b) The Building Owners Committee shall have the obligations and responsibilities
to purchase insurance for any unexpected and unusual loss or damage in an all-
risk insurance policy or in other suitable insurance policies for all common
property in the Apartment Building approved by the Project Owner and/or the
Building Owners Committee;

(c) Other insurance policies that the Building Owners Committee or the Apartment
Building Conference has approved when it is considered to be necessary for the
Apartment Buildings benefit
11.2 The Owner shall purchase insurance policies for the property in his own
Apartment
11.3 Insurance fee the Building Owners Committee has purchased shall be
considered as general management fee. The Owners and Occupants shall
contribute to this fee corresponding to the ownership portion of the Owners in
the Common Property.

ARTICLE12. MANAGEMENT AND MAINTENANCE SERVICES

12.1 The Management and Maintenance Services provided to the Apartment Owner
and/or Other Occupants are listed in detail in Appendix 2 of the Regulations of
the Apartment Building and may be adjusted accordingly by the Building
Owners Committee of the Apartment Buidling from time to time with a prior
written notice to the Apartment Owner and/or Other Occupants. The
Management Company of the Apartment Buidling may by itself or hire one or
more professional companies to perform the management and maintenance
services.

12.2 The Apartment Owner and Other Occupants must permit and create favorable
conditions to the Management Company and professional companies hired by
the Management Company to enter the Apartment and permit them to bring
machinery, equipment necessary for the performance of the management and
maintenance services into the Apartment. During the time when the
management and maintenance services are carried out, the Management

52
 Company and the hired professional companies must minimize any
inconveniences that may be caused to the Apartment Owner and/or Other
Occupants and must not cause any damage to the Apartment, the Apartment
Owner and/or Other Occupants and to their property in the Apartment.

ARTICLE 13. MANAGEMENT CHARGES

13.1 Monthly Management Charges

The Apartment Owners and/or Other Occupants must pay the Management
Company the Monthly Management Charges in full within the first day of each
month, whether there are Owners or Other Occupants living in the Apartment
or not. In the event of breaches, the Management Company may:

(a) Apply overdue interest on such unpaid sum at the rate of 150% of the prime
interest rate as quoted by the State Bank of Vietnam at such a time for the unpaid
period;
(b) Suspend the provision of electricity and water and the management services
until the Apartment Owner and/or Other Occupants make payment in full; and
(c) Management Charges shall be paid every month. The Project Owner or
Managemnt Company, depending on specific cases, it may request Owners
and/or Occupants who make a late payment of management charges paying a
deposit amount. Such deposit amount shall be used to pay overdue management
charges and the Owners or the Occupants shall make a deficit payment of
deposit amount.
13.2 The Monthly Management Charges are calculated and submitted by the
Management Company to the Building Owners Committee for approval
according to existing laws, based on the necessary incomings and outgoings for
the management and operation of the Apartment Building. The Management
Charges shall be paid for the following items:

(a) Expenses for management services;

(b) Expenses for the Management Company based on the Management Agreement;

(c) Insurance fees for the Apartment Building and the Common Property;
(d) Other expenses arisen during the time of managing public area and public
facilities;
(e) Reasonable expenses arisen by the Management Company including the real
estate consultancy expenses, assessment, design, technical expenses and other

53
 expenses related to the maintenance and upgrading part or the entire Apartment
Building;

(f) Expenses for buying, hiring, maintaining the machinery, facilities and
accessories necessary for the public area of the Apartment Building;

(g) Allowance expenses and other expenses serving the operation of the
Management Committe of the Apartment Buidling, expenses for organizing
Apartment Building Conference;
(h) Expenses arisen reasonably when the Management Company performs its
duties in order to manage the Apartment Building in a best manner.

ARTICLE 14. MAINTENANCE CHARGES AND MAINTENANCE

FUND
14.1 The Owner is responsible for the maintenance of his private property and pay
maintenance charges of common property of apartment building to maintain the
quality of apartment building during process of using apartment building.

14.2 The Project Owner shall establish a Maintenance Fund to pay for Maintenance
Services. When the Project Owner notifies the handover the Apartment to the
Owners, the Owners shall transfer into the bank account a fee equivalent to two
percent (2%) of the Apartment sale price or private property. Regarding
apartments or other areas in the apartment building which are not sold, or lease
and sold by the project owner or have been not sold, or leased and sold up to
the date on which the apartment building is put into operation, except for the
common areas, the Project Owner must paid 2% of value of the remaining
apartments or areas; this value shall be determined according to the highest
selling price of apartments in the apartment building. The account of
Maintenance Fund shall be opened in a commercial bank with an interest not
lower than the interest rate of on-call deposit from the time the Apartment
Building starts to be in used and shall be handed over by the Project Owner to
the Building Owners Committee when it is elected. The Building Owners
Committee manages this account on a co-signing basis (including Chairman of
the Building Owners Committee and one member appointed by the Building
Owners Committee) to manage and use the Fund in accordance with the laws.
The interest of the deposit in the bank shall be added to the Maintenance Fund.

14.3 The Owners shall not have the rights to claim the Maintenance Charges when
the Apartment is sold or transferred to another Owner

54
14.4 If the budget collected for the maintenance of the commonly owned property of
the Apartment Building is insufficient, further contributions shall be raised from
owners and occupants in proportion to the Private Property of each Owner and
Occupants. The above budget shall only be used for maintenance of the
Apartment Building, not for management and operation of the Apartment
Building or for any other purposes.

14.5 The unit (under the Management Company) managing the budget for
maintenance of the Common Property of the Apartment Building shall prepare
an accounting book and make entries to monitor collection and disbursement of
such budget, and co-ordinate checking of accounting finalization and of revenue
and expenses as stipulated by the law on finance, and shall publicize revenue
and expenses for maintenance of the Apartment Building at the annual Tower
Conference

ARTICLE 15. SERVICE EXPENSES

15.1 Ch S hu v/hoc Ngi S dng Nh Chung c phi thanh ton tin in,
nc v cc chi ph sinh hot khc (nu c) trn c s mc tiu th hng thng
ca mnh cho Cng ty Qun l. Trong trng hp c vi phm, Cng ty Qun l
c quyn: The Apartment Owner and/or Other Occupants must pay the
Management Company for electricity charges, water charges and other utilities
charges (if any) on the basis of its monthly consumption rate. In the event of
breaches, the Management Company of the Apartment Building may:
(a) Apply overdue interest on such unpaid sum at the rate of 150% of the prime
interest rate as quoted by the State Bank of Vietnam at such a time for the unpaid
period; and

(b) Suspend the provision of electricity and water and other utilities (if any) until
the Apartment Owner and/or Other Occupants make payment in full.

15.2 In the event that, for general benefits of the Apartment Building and the
Apartments, it is necessary to carry out major repairs or recoveries for the
Common Property or to install any additional Common Property or provide any
additional public services, the Management Company shall reasonably allocate
contributions of the Apartment Owners for such works and the Apartment
Owners and the Occupants must make payment for such contributions fully and
promptly as required by the Management Company.

ARTICLE 16. SECURITY DEPOSIT

55
16.1 Before performing any repairs to the Apartments or moving goods into or out
of the Apartments or other private property of the Owners, the Owners shall
have the obligations to pay a security deposit to the Management Company as
a guarantee for not causing any damage for any construction works, items or
any Apartments.
16.2 The security deposit requirement for each particular case shall be proposed from
time to time by the Management Company to the Building Owners Committee
for approval and shall be applied equally to all Owners.

16.3 In particular cases, the Management Company may use the security deposit to
pay for the expenses of repairing and replacing damages or losses arisen from
the Owners carrying out the repair or moving goods into or out of the
Apartments.

16.4 Within seven (07) days upon completing the repairs, moving goods and on the
condition that all damages and losses have been repaired (if any), the
Management Company shall refund the security deposit after deducting
expenses for resolving damages and losses (if any). If the security deposit is not
sufficient to pay for all expenses, the Owners have to pay the remaining
expenses to the Management Company within five (05) days from the date of
receiving the notification based on the documents provided by the Management
Company. In the event of breaches, the Management Company may:

(a) Apply overdue interest on such unpaid sum at the rate of 150% of the prime
interest rate as quoted by the State Bank of Vietnam at such a time for the unpaid
period; and
(b) Suspend the provision of electricity and water and other utilities (if any) until
the Apartment Owner and/or Other Occupants make payment in full.

RULES APPLICABLE TO USE OF THE APARTMENT BUILDING

ARTICLE 17. USE OF THE COMMON PROPERTY

17.1 All Apartment Owners and/or Other Occupants shall have equal rights and
obligations in common use of the Common Property and may only use the
Common Property appropriately to their functions. To secure and maintain the
quality and proper use of the Common Property, the Apartment Owner and/or
Other Occupants in any event and in any form are not permitted to:

56
(a) Use or permit use of the Common Property that may hinder or prevent or impede
the legitimate use of the Common Property of other Apartment Owners and/or
Other Occupants of other Apartments;
(b) Use or permit use of the Common Property for illegal purposes or to impair the
reputation of the Apartment Building or to cause inconvenience, annoyance or
danger to any other Apartment Owner and/or Other Occupants of other
Apartments;
(c) Encroach or use or permit the use of the Common Property not in accordance
with their original construction purposes or the Regulations of the Apartment
Building. In particular, the Apartment Owner and/or Other Occupants are
strictly prohibited to encroach and use or permit the use of the Common
Property for any purposes of holding or keeping of goods, trade, business,
commerce, production, meeting, entertainment, relaxation or for any other
unauthorized purposes;

(d) Enter any area of the Common Property that is only permitted to authorized
persons without prior consent in writing by the Management Company;

(e) Adjust or replace or change any parts of the Common Property that are only
permitted to be carried out by authorized persons;

(f) Construct or install any works in any form above, under or around the Common
Property;

(g) Sabotage or carry out any other illegal or unauthorised acts in respect of the
Common Property;

(h) Perform any action in which arising an insurance amount for Common Property;
(i) Do not abide by instructions of security guard, including but not limited to
elevator use intructions and equipment in which it is requested that to comply
with safety regulations.

17.2 The use of other public facilities which do not belong to the Common Property
(for example, swimming pool, sauna, gymnasium, tennis court, parking lot etc.
(if any) shall be charged separately in addition to the Management Charges and
Maintenance Charges and to be decided by the Project Owner, depending on
specific cases.

ARTICLE 18. COMMON SCENE, HEALTH SAFETY AND

ENVIRONMENTAL HYGIENE

57
 To secure and maintain the beautiful scene, health safety, environmental
hygiene, living quality as well as improving the value of the Apartment
Building, the Apartments and the Common Property, the Apartment Owner and
Other Occupants in any event and in any form are not permitted to:

18.1 Hang washing, clothes, blankets, mosquito nets, towels or any belongings,
appliances on or across banisters, balconies or on the balcony space from
banisters upward, on or across windows or entrance doors of the Apartment or
around the Common Property;

18.2 Place or load any furnishings in front of the entrance doors of the Apartment or
of other Apartments or around the Common Property. If the Apartment Owner
and Other Occupants fail to comply with this regulation, the furnishings being
placed at the above mentioned positions shall be considered not owned by
anyone and shall be dealt with by the Management Company of the Apartment
Building. All expenses for such settlement shall be entirely borne by the
Apartment Owner and Other Occupants;
18.3 Leave the balcony or flowerpots on balcony (if any), corridors or the
surrounding area of the Apartment dirty, sleazy, full of plants, untidy. The
watering of plants on balcony or cleaning, tidying up the exterior of the
Apartment must not affect other underneath or adjacent Apartments;
18.4 Fix or erect a fence, hang door shades or any other appliances or carry out
additional construction works on the balcony, corridors or the surrounding area
of the Apartment, in front of or around other Apartments or at or around the
Common Property. The Management Company of the Apartment Building may
consider and approve the hanging of door shades or other items or construction
of additional works on the balcony of the Apartment if, absolutely in the own
discretion of the Management Company of the Apartment Building, the same
do not cause adverse effect in any aspects of the common scene of the
Apartment Building, other Apartments and Common Property or limit the
visibility or use or activities of the Apartment Owner and Other Occupants of
other Apartments;

18.5 Replace glass or paint entrance doors or windows with contrast colours or
colours unmatched with common colours of other Apartments or make any
changes to the exterior of the Apartment which causes adverse effect to the
common scene of the Apartment and the Common Property;

58
18.6 Spoil or ruin the common scene of the Apartment Building, the Apartments and
the Common Property. In particular, the Apartment Owner and Other
Occupants are strictly prohibited to mark, draw, paint, glue, smear, stick posters,
advertisements, fix signboards or carry out any other unauthorised acts at the
exterior of the Apartment Building, the Apartments or on the Common
Property;

18.7 Dispose, throw away, discharge or put rubbish, dirty articles, waste water or
refuses or any other objects of the same kind in front of or around the Apartment
or other Apartments or at or around the Common Property. When disposing
garbage at specified places, any rubbish dropped at or around the Common
Property and other Apartments must be cleaned up immediately;
18.8 Release, bring, or raise livestock, poultries in the Apartment (except dogs, cats
or pet birds) or at the surroundings of the Common Property. In any event, the
Apartment Owner and Other Occupants are not permitted to let any dog, cat or
pet bird raised by them to litter disorderly, causing disorder and unsanitary at or
around the Common Property and must be fully responsible for them and any
losses caused by them;
18.9 Raise or keep or hide any animals that, absolutely in the own discretion of the
Building Owners Committee of the Tower, such animals may affect the
common scene, environmental hygiene, safety and security of the Tower and
the Common Property or affect health or safety or normal activities of the
Apartment Owner and Other Occupants of other Apartments; and

18.10 Perform or do any other acts that may cause adverse effect to the common scene,
health safety of the Apartment Owners and Other Occupants, environmental
hygiene of the Tower, the Apartments and the Common Property.

ARTICLE 19. ORDER, SECURITY AND COMMON QUIETNESS

To secure and maintain the order, security and common quietness for Apartment
Building, the Apartments and the Common Property, the Apartment Owner and
Other Occupants in any event and in any form are not permitted to:
19.1 Organise or permit the organising of or act as a broker for gambling, prostitution
or any other acts prohibited by the laws of Vietnam inside the Apartment
Building, the Apartment or at the surrounding area of the Common Property;

19.2 Organise or permit the organising of the gathering, meeting, drinking,

entertainment, amusement, etc. in any form in the Apartment that cause
disorder, noise and chaos. Except for prior consent in writing from the

59
 Management Company, all gatherings or meetings in any form at or around the
Common Property are strictly prohibited;

19.3 Make noise or permit the making of noise, including but not limited to, any
sound from television, radio or any other device, equipment in the Apartment;

19.4 Make noise, cause disorder, disport, quarrel, fight, etc. at or around the Common
Property; and

19.5 Perform or do any other acts that may affect or annoy or cause nuisance to the
order, security and common quietness of the Apartment Building and the
Common Property, activities, quietness and peace of the Apartment Owners and
Other Occupants of other Apartments.

ARTICLE 20. USE OF THE APARTMENT

When the Apartment Owner gifts, sales, transfers the Apartment, it must notify
the Management Company immediately of such atcs and must strictly obey and
comply with the provisions in the Regulations and related Apartment Sales and
Purchase Agreement. In principle, the Apartment Owner and Other Occupants
may freely use the space of the Apartment for living and entertainment for their
reasonable requirements. However, the Apartment Owner and Other Occupants
in any event and in any form are not permitted to:

20.1 Use or permit to use of the Apartment as the venue for trade, business,
commerce, production activities or for any other unauthorised purposes;

20.2 Store or permit to store petrol, oil, weapon or other illegal, dangerous, toxic or
flammable, explosive commodities, materials or harmful cultural products, etc.
inside or outside the area of the Apartment according to the laws of Vietnam;
20.3 Let unusual, offensive and fetid smells to emit or pervade from the Apartment
that may affect common environmental hygiene in Apartment Building or may
affect or annoy the Apartment Owners and Other Occupants of other
Apartments;
20.4 Use personal power generator;

20.5 Overload or consume electricity not in accordance with the regulations of the
electricity company or of the Management Company that may cause short
circuit, fire, danger or risk to the Apartment Building, the Common Property,
the Apartments and all other Apartment Owners and Other Occupants. Dispose
of garbage, things that are not dissolvable or not decomposable, easy to choke
up the water pipe such as nylon bags, hairs, etc. into the sewage pipe, lavatory

60
 and toilet basin, etc. to avoid the threat of blocking the common sewage system
of the Apartment Building and affect the operation of the Common Property;

20.6 Install antenna or other signal transceivers without prior consent in writing of
the Management Company;

20.7 Use detergents with high acid content that may cause the flooring of the
Apartment to be decomposed and moistened; and

20.8 Perform or do any other unauthorised acts during the use of the Apartment.

ARTICLE 21. DAMAGES, CHANGES OR ADDITIONAL

INSTALLATIONS
21.1 Damages

When the Apartment (including the Common Property inside the Apartment) is
damaged:

(a) The Apartment Owner and Other Occupants must inform the Management
Company immediately and use all efforts, take all measures which are
objectively seen by a third party to be necessary and reasonable to minimise the
damages. In the event of breaches, the Apartment Owner and Other Occupants
must bear, wholly or partly subject to the seriousness of the breach, all expenses
for repair, replacement and recovery of damages and losses incurred;

(b) For damages of the Common Property in the Apartment that are not due to:
- A fault of the Apartment Owner and Other Occupants or any other third party;
or
- An Event of Force Majeure

The Management Company shall repair under the Management and

Maintenance Services. At that time, the Apartment Owner and Other Occupants
must permit and create favourable conditions for the Management Company
and its hired professional companies to enter the Apartment and permit them to
bring into the Apartment machinery, equipment necessary for such repair.
During the time when the repair is carried out, the Management Company and
its hired professional companies must minimise any inconveniences that may
be caused to the Apartment Owner and Other Occupants and must not cause
any damage to the Apartment, the Apartment Owner and Other Occupants and
to their property in the Apartment.

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(c) For other damages of the Apartment, including damages of the Common
Property inside the Apartment, it does not belong to provision as mentioned at
point b above, the Apartment Owner and/or Other Occupants must bear by
themselves all expenses for repair, replacement, recovery of such damages. In
such an event:
- To secure the safety and synchronism of the Common Property, the repair of
damages of the Common Property inside the Apartment, in all events, must be
carried out by the Management Company or its hired professional companies.
At that time, the Apartment Owner and Other Occupants must permit and create
favourable conditions for the Management Company and its hired professional
companies to enter the Apartment and bring into the Apartment machinery,
equipment necessary for such repair. During the time when the repair is carried
out, the Management Company and its hired professional companies must
minimise any inconveniences that may be caused to the Apartment Owner and
Other Occupants and must not cause any damage to the Apartment, the
Apartment Owner and Other Occupants and to their property in the Apartment;

- For other damages of the Apartment, the Apartment Owner and Other
Occupants may hire the Management Company or a professional company to
repair. In the event that the Apartment Owner and Other Occupants wish to hire
professional companies to repair damages:

(1) The Apartment Owner and Other Occupants must inform to the Management
Company for approval;

(2) During the time when such hired professional companies repair the damages,
the Management Company may enter the Apartment to monitor, inspect and
supervise such repair to secure the common safety for the Apartment Building,
the Common Property and other above, underneath or adjacent Apartments; and

(3) In all events, the above mentioned repair must not affect, annoy or cause
nuisance to normal activities of the Apartment Owners and Other Occupants of
the above, underneath and adjacent Apartments and also must not cause any
damage to such Apartments or their Apartment Owners and Other Occupants.

21.2 Changes or Additional Installations

The Apartment Owner and Other Occupants in any event and in any form are
not permitted to:

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(a) Make additional doors, chisel walls, extend, make any covering, remove,
construct any additional statue or other constructional works, etc. in respect of
the Apartment or the Common Property;
(b) Execute works underground or under the Common Property including but not
limited to well digging, installation of pipelines, cables; and
(c) Perform or do any work or any other acts that may change, distort or damage
the structure or composition inside or outside the Apartment Building the
Apartment or the Common Property.

If requiring any minor changes or repairs, the Apartment Owner and Other
Occupants must inform the Management Company for approval and may only
carry out such minor changes or repairs in accordance with the scope of design,
technical requirements, quality and other requirements as approved or given by
the Management Company and must be fully responsible for compensating and
repairing for any other damages or losses incurred.

ARTICLE 22. PROHIBITED ACTS UPON USE OF THE APARTMENT

BUILDING
22.1 To extend, occupy and use any area and space or damage assets belonging to
the Common Property in any way; chisel and break, improve, remove or change
force-resistant structure, the technical infrastructure system, equipment used in
common, exterior architecture of the Apartment Building;

22.2 Painting, decorating the outer sides of the apartments of apartment building
against regulations on its design and architecture;

22.3 Repurpose the common property of the apartment building without permission;
repurpose the non residential area in the apartment building against the
designed approved by a competent authority;
22.4 Cause loss of security and order, talk filth and use eadio, TV or sound equipment
which give high-decibel noise;
22.5 Make a mess, drop litter or waste and toxic substances that cause environment
pollution in the apartment building area;
22.6 Causing permeation or leakage; make noise beyond the limits specified by law;
discharging garbage, wastewater, exhaust gases, toxic substances against
regulations of law on environmental protection or internal regulations on
management and use of the apartment building

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22.7 To advertise, write down, draw in contradiction with the regulations, or perform
other acts not permitted by the law; to use material or colour on the exterior face
of the Apartment and the Apartment Building in contradiction with the
provisions; to change structure and design of the Private Property as construct
a wall on any flooring, move equipment and technical systems connected with
the Common Property, break the Apartment and extend any area with respect
to the Apartment in any way;
22.8 To use or permit other persons to use the Private Property against the stipulated
purposes;
22.9 Raise livestock and poultry in the apartment building; if raising pets, the
compliance with the regulations of the law must be ensured;
22.10 To do business of business lines and kinds of goods which are flammable and
explosive representing a hazard to lives and properties of occupants;
22.11 To do business of service making noise, polluting environment as karaoke
restaurants, dance halls, repairing motorbike or automobile; and establishments
of slaughtering livestock and other activities and services polluting;

22.12 To do business of prohited goods under the law of Vietnam;

22.13 To use not in accordance with the purpose and expenditures of the management,
operation and maintenance of the Apartment Building;
22.14 Throw objects out of windows or balcony of the apartment building;

22.15 Burn votive papers, make a fire in the apartment building except in locations as
prescribed;

22.16 Organize activities of gambling and prostitution in the apartment building;

22.17 Hang out the washing or put clothing and objects on handrails or the space from
handrails upward or across windows of the apartment;
22.18 Conduct illegal trade, storage and use of drugs in the apartment and other areas
in the apartment building.

ARTICLE 23. PARKING LOT AND PARKING FEES

23.1 Any area used for bicycles, vehicles for the disabled, two-wheel motorcycles,
or three-wheel motorcycles of owners or occupants of the apartment building
shall be under joint ownership and joint use rights of the apartment buildings
owners.

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23.2 Any buyer or lessee of apartments or other areas in the apartment building may
buy or rent the area used for cars of the apartment buildings owners; in case
he/she does not buy or rent that area, it shall be under management of the project
owner. The arrangement of parking lot for cars in the apartment building must
follow the rules that the cars of the apartment buildings owners shall be given
priority over other cars.

23.3 In respect of the parking lot, the following regulations must be strictly obeyed
and complied:

(a) Only vehicles with individual cards issued by the Management Company may
enter and exit the Parking Lot for Apartments;

(b) When entering or exiting the Parking Lot for Apartments, vehicles must
decrease their speeds and strictly obey instruction boards; and

(c) Vehicles must park at their specified allocated space. It is strictly prohibited to
place any other items at the parking space or to park disorderly or to park at or
around any area of the Common Property that are not specified as a parking
space;

(d) It is strictly prohibited to stay in the parking space over time of getting vehicles
for moving.

23.4 The Apartment Owner and Other Occupants shall pay parking fees to the
Management Company within the first three (03) days of each month.

23.5 Vehicles of visitors of the Apartment Owner and Other Occupants shall be
placed at a separate area as specified by the Management Company;

23.6 Parking Fees for the Apartment Owner and Other Occupants and visitors shall
be decided by the Project Owner and/or the Management Company from time
to time.

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 APPENDIX 1
Common Property

Common Property shall include:

1. All public areas of the Apartment Building including parks, entry gate,
passages, stairs, corridors, internal roads of the Apartment Building;

2. Electricity system:

a. High-voltage transformer;

b. Power generator;

c. Elevator system;

d. Lightning-resistance system;

e. Lighting system in emergency case.

3. Water supply and drainage system:

a. Water supply system for living purposes;

b. Rain drainage system;

c. Waste water drainage system;

d. Sewage drainage system;

e. Waste water drainage system for environment protection.

4. Fire-resistance system and emergency exit:

a. Fume induction fire alarm system at corridors and other public areas;

b. Pumping station for fire fighting;

c. Fire fighting system at floors;

d. Stairs and emergency stairs;

e. Water tank for fire fighting.

5. Ventilation system and air conditioning system:

a. Ventilation system at public areas;

b. Ventilation system in kitchen.

6. Gas supply system for Apartments.

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7. Dustbin system for each floor.

8. Camera system for observation and security.

9. Telecommunication and information system.

10. Basement:

b. Parking Lot, other than parking lots individually owned by the Investor;

c. Vehicle smoke absorption and ventilation system;

d. Camera for observation of public areas of the Tower;

e. Security room with monitor system; and

f. Water reservation tank for living purposes.

11. Other areas and systems according to notification in writing by Project Owner.

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 APPENDIX 2
Management and Maintenance Services and Monthly Management and Maintenance
Charges
1. Management Services

The Management Services shall include:

a. Common management services for the Apartment Building, Apartments and the
Common Property and dealing with breaches to the Regulations of the
Apartment Building;

b. Security services (24 hours) for the Apartment Building, the Apartments, the
Common Property and dealing with disorder and threats to security;

c. Tidying up and cleaning the Common Property, collecting and treating garbage
and preserving the landscape for the Apartment Building, the Apartments and
the Common Property;

d. Fire resistance and fire fighting system;

e. Collecting and treating garbage;

f. Reading figures of consumption of electricity, water; collecting and paying on

their behalf electricity charges, water charges and other living expenses;

g. Lightening, electricity and water and other amenities for the Common Property;

h. Legal and accounting services and other professional services hired for the
management of the Apartment Building;

i. Other services necessary for the management of the Apartment Building as

required by the Apartment Building Conference, Building Owners Committee
or stipulated in the management agreement with the Management Company.

2. Maintenance Services
Maintenance services shall be provided according to the following maitenance
levels:
a. Maintenance and servicing: to be carried out regularly to prevent damages of
the components of the Apartment Building;
b. Small repairs: to be carried out when there are damages to certain components
of the Tower in order to resotore their original conditions;

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c. Medium repairs: to be carried out when there are damages or deterioration to a
number of components of the tower in order to restore their original conditions;

d. Significant repairs: to be carried out when there are damages or deterioration to

many components of the Apartment Building in order to restore the Apartment
Buildings orginal conditions.
The above maintenance services shall apply to:

a. The Common Property, equipment, lighting systems, power generators, lift

systems;

b. Roads, walls, structures upper, around or outside the Apartment Building;

c. Utilities, telecom, gas pines, bumps, other public areas;

d. Areas and works according to decision of the Building Owners Committee or

Apartment Building Conference.

3. Monthly management charges:

The proposed monthly management charge shall be VND /m2 of the
Apartments, to be adjusted by the Apartment Building Conference.

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