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JSC Binh Thien An Real Estate
Floor 14, Sailing Tower, 111A Pasteur number, Ben Nghe Ward, District 1, HCMC. HCM Number: ... Ho Chi Minh City, 15 January 05 2015 Dear Ascott International Management Co., VIETNAM ("Ascott") Subject: Implementation of the Services Agreement signed between Ascott and Co. JSC Binh Thien An Real Estate. Dear Company, Concerning the implementation and effect of the contracts are concluded by Ascott and JSC Binh Thien An Real Estate ("BTA") bag including: - Contract Management Services November 3, 2011; - Management Agreement November 3, 2011; and - The Technical Advisory Committee November 3, 2011. The following are collectively ("the Contract") Pursuant to the actual situation and the provisions of the current law, the Company does have some problems BTA the following recommendations to the Parties to exchange and unity. 1. Regarding validity, legality and rationality of some clauses in the contract As is well known, the origins of the previous contract signed between a foreign legal entity is Ascott International Management (2001) PTE LTD ("Ascott in 2001") and BTA to perform services related to real estate located in Vietnam. However, given in accordance with the law applicable at the time of establishment, there are some conditions and clauses in the contract are not appropriate. Here are some terms and conditions typical for situations such inappropriate. - On currency trading: In the contract the parties have agreed on currency trading, the dollar is context sensitive or SGD and the agreement is incompatible with the current legislation of the Vietnam - On the capacity and condition of Ascott service provider in Vietnam in 2001 did not meet the full prescribed by current law - Inside content and scope of services performed, although the nature of the content targeting only manage Apartments on which the Parties agreed to take on mining lease, but in the contract, the scope and content services are described as Service Condominium Management Law and Business Law at the property in force applied at the time of signing the contract as well as the current time. And according to regulations, enterprises providing services as described will required to meet certain specific conditions set in 2001 and Ascott Ascott think both are not able to satisfy. In short, in terms of efficiency legally, the Ascott and BTA parties continue to apply and implement the provisions in the contract is no longer appropriate and therefore need to have alternatives or adjustments valid. On the other hand, based on the actual situation of the real estate market and the type of services that the parties are implemented, the terms and conditions of trade in these contracts is not able to think out a balance of interests of the Parties. Accordingly, it seems that all the relevant provisions in order to protect interests that unilateral Ascott service providers only. For example, provisions on the obligation to maintain the number of Serviced Apartment and minimum charges for Ascott payment specified in the Contract Management Services November 3, 2011, while BTA must maintain the quantity 150 service apartments and ensure fees paid for not less than $ 150,000 Ascott, the reverse unit Ascott service provider does not have any commitments related to ensuring effective business 150 Apartments assigned. Another example related to the compensation of the Management Service Agreement November 3, 2011, while BTA incur fines up to 1.400.000USD stipulated in Paragraph 15.5 of Article 15, by contrast, Ascott only bear all terms have limits as specified in Clause 15.1 of Article 15. In short, the agreement could not achieve a balance of interests, which is one of the key factors leading to maintain relations long-term business cooperation of the parties. 2. BTA proposal from the inadequacies of the agreement on the legal effect, as well as trade conditions as above, we propose the Ascott and BTA Parties will jointly discuss and agree on a contract for service new content reflect the nature and scope of services in fact, ensure compliance with local law and balance of rights and interests between the two parties. We think such performance is not out of the purpose of building and ensure the relationship long-term cooperation on the principle of harmonizing the interests of the partners involved. In case the Company agreed in principle to the issues raised and recommendations of BTA in this text, we will continue subject to the terms and conditions of the new contract specific to mutually exchange and agreed before implementation. Again, we hope that your company understands and cooperation in matters relating to the parties to find a common voice for the purpose of jointly building and developing long-term relationships, equality and mutual interests. Sincerely. CORPORATION THIEN BINH AN ESTATE
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