Exhibit 99.1
Shares Transfer Agreement
Transferor Party A
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Zhang Yousheng
etc 17 shareholders.
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Transferee Party B
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China Housing
& Land Development, Inc.
Stock Symbol CHLN
Legal Representative: Lu Pingji
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Xi’an
New Land Development Co., LTD (“New Land”) which is
owned collectively by Party A now is in cooperation with BaQiao
District Government of Xi’an City in developing BaQiao
Science & Technology Industrial Park, a provincial development
zone in Shaan’xi Province. This development zone has already
been listed in the overall planning of Xi’an city by
Xi’an Central Government, with trade and commerce, tourism,
residence and logistics as the integrated core activities. Due to
its advantages in geographic location, it possesses a prospective
future. With respect to the transfer of New Land stock ownership,
pursuant to the negotiation between the two parties
“Corporation Law of P.R.C” and other relevant law and
regulations, and in accordance with the principle of equality and
mutual benefit, the two parties have reached the following
agreements:
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Item
1: Amount and Price in Shares Transfer
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On
the condition that Party B meets and satisfies the acquisition
terms and conditions requested by Party A, Party A agrees to
transfer the full equity amount of 32 million shares of New Land,
constituting 100% stock ownership of New Land, for an agreed-upon
total transfer price of 270 million RMB.
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Item 2:
Term and Method of Payment
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Within
20 days after the signing of this agreement, Party B should pay
five (5) million RMB to Party A as the earnest money. Within 30
days after Party B receives the overseas audit report of New Land,
and if, in the opinion of Party B, such overseas audit report meets
Party B’s acquisition conditions, Party B shall pay Party A
additional 57 million RMB and together with the 5 million RMB
earnest money, the total payment will be 62 million RMB. Party B
will issue to Party A a promissory note of an aggregate principal
of 208 million RMB (the “Promissory Note”), which will
be paid back prior to or on January 30, 2009. The Promissory Note
bears an interest rate of 10% per annum, payable quarterly in RMB
Please see Attachment for details. The Promissory Note becomes
binding automatically upon the receipt by Party A of the 62 million
RMB. Meanwhile, Party A shall assist Party B in completing the
legal procedure in connection with shares transfer.
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Item 3:
Rights and Obligations
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1)
Upon the signing of this agreement, Party A shall provide Party B
with the following documents and instruments:
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1.
Provide the Notice of the Reservation of BaQiao Science &
Technology Industrial Park issued by the National
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