Cooperation

Specification

PROJECT INVESTMENT OF BALI VIEW VILLA’ S.
Legal View of Bali View Villa’ s Project.

Relation Company and Bali View Villa’ s Project
Company is an Indonesia limited according to Indonesian law that belong to 2 local people and shall be by one trustee agent which shall be legal representative of foreign investor ( s) . Company has a business core as a developer and contractor of property including accommodation actually, based on these line of business Company has committed to build a completely 47 ( forty seven) villa of Bali Mansion project that located in the top hill of Ungasan village, Nusa Dua, Bali Indonesia. For this Bali View Villa’ s project Company will invite investor either local or foreign to direct involve in this said project in regard to participate in the capital of Bali Mansion project. The investor shall add structure of shareholder in the Company and will increase capital structure of the Company itself. Finally Company shall be the developer and the land owner of Bali View Villa’ s and the buyer shall be owner of its construction.

Investor Involvement
To anticipate direct involvement of investor in Bali View Villa’ s Project, Company already provided such scheme to protect investor legal position in regard to protect and secure its investment in Bali View Villa’ s Project.

For local investor there is no limitation as it may involve directly into Company by injecting its investment which shall be perform in the stock / share and ending to be the stock holder or shareholder.

For foreign investor shall be represented by Trustee Agent that solely to represent and to protect legal interest of foreign investor for any investment putting inside Company. This scheme is to welcome any investor foreign to participate in capital of this Project; normally this Trustee Agent shall be a legal bridge of investor to achieve its business proposed in the Project.

Conducting Business or Investment in Indonesia
According to Indonesian law, basically foreigner is allowed to establish a limited company called a “ Perseroan Terbatas ( PT) � under foreign direct investment regulation, it’ s normally called a PT PMA whereas in this scheme foreigner ( s) may be 100% shareholders, however a PMA company is allowed for limited line of business that stipulated in the Negative List of Business� . Unfortunately property line business property and real estate is not allowed for foreigner business activities in Indonesia even accommodation are open for foreign direct investment in Indonesia. In fact currently property business in Bali is starting to grow up during the down economic conditions happened in Indonesia generally. Land value is getting increase slightly and it is predicted that the value of land and property is slow increase and increase for next 5 years.

The Company has anticipated this chance whereas since 2 years ago Company has found out location to realize Bali View Villa’ s project. Finally Company decided and committed that the top of Ungasan hill shall be the most wonderful location and getting the best ocean view in ungasan area. Project designed by the top traditional Bali architect by touched western taste to make people enjoyable and comfortable living and spend time more over in the Project. Company with its expertise in providing comfortable property actually do believe and understanding how to convenience people who need to feel Bali inside Project but still feeling is of part of western culture.

To realise this Project, Company should welcome investor to participate in Company’ s capital structure be silent shareholder under name of Trustee Agent. In this scheme Company will provide such protection document and also binding agreement to govern how to bind Trustee Agent in regard to represent legal interest of any investor in the Company. Trustee Agent shall be a registered lawyer in Indonesia whereas in its capacity as lawyer can be also as Trustee Agent of any legal proposal to any body. This scheme is also to anticipate once Indonesian government allow property line for foreign direct investment then this Company shall be automatically up graded to be a PMA company finally Investor based or irrevocable power attorney shall replace the Trustee Agent as the shareholder in the Company.

Investor’ s advantage in Bali View Villa’ s Project

Based on irrevocable power attorney from Trustee Agent that obtained once signing Trustee Agreement, Investor shall have fully right to attend and take vote on behalf Trustee Agent in the Shareholder Meeting done by the Company;
Investor shall be getting dividend in the end of book year of the Company once the Company getting such profit;
Any time can sell out the investment based on agreed price between the investor and the buyer or third party to involve in the Project based on the irrevocable power attorney however the title share still under name of Trustee but advantage and right of share / stock is belong to investor as the silent shareholder.
Based on profit and income occurred from the Company and Project, the Investor is welcome to re-invest to other project shall be built and offered by the Company according to market needed.

Limitation for investor

Investor cannot involve in daily operation of Project after deciding by Shareholder Meeting;
Investor agree and commit to appoint a PMA company established by Mr. Mr. I Ketut Suata, ST to be a marketing and management company of the Project based on management agreement attached in.
Investor shall pay Trustee Agent fee yearly to the Trustee Agent based on agreed price occurred.
Investor shall pay any salary if required Trustee Agent to be position in the structure of directors or commissioner ( if required) .
Investor shall take fully responsible according to percentage of investment in the Company in the Company charging for insolvency, bankruptcy or liquidated based on legal procedure to protect position of Trustee Agent.

Legal Protection to Buyers of Bali View Villa’ s Project
Bali View Villa’ s project is starting to be sold before construction done by the Company, according to join co-operation with marketing and Management Company herewith Bali View Villa’ s project shall be started to be sold the buyer depending on the market targeting by the marketing and Management Company. Furthermore as the Buyer will get profit as the buyer once the marketing and Management Company can manage the Project and get profit.
Refer to the both above scheme, herewith the Company provide some legal protection document to make sure that the buyer shall be in the right way and its villa shall be fully protected under Indonesia law.

1. Escrow agreement, in this agreement investor and Company shall appoint marketing and Management Company to be the Escrow Agent, whereas this Escrow Agent shall be an independent body to hold such payment done by investor to the Project. The Agent depending the progress of the Project done by the Company shall pay payment.

2. Sale and Purchase Agreement, shall be an agreement to buy a lease of right of villa of the Project by buyer interested in. this part shall be executed once conditions of Escrow Agreement is fulfilled by the buyer and Company. In this agreement also shall arrange how to install the payment if the buyer shall apply instalment payment for buying villa.

3. Sub lease agreement, shall an agreement between the Company as the lease right holder of the Project and the buyer in regard to transfer lease right and to allow investor to transfer the same right to other third party if the investor shall end its investment in the Project and or its investment shall be heritage automatically to its legal heritage during lease duration.

4. Management Agreement shall be between Marketing and Management Company with the buyer whereas in this agreement the buyer agrees to appoint marketing & Management Company maintain and manage its investment / villa to make money during unoccupied duration whereas the investor is not staying in its owned property / villa.

5. Maintenance agreement, this agreement shall govern about how to maintain property/ villa between marketing and Management Company and Buyer.

6. Right of use agreement, shall govern about right of investor or buyer to exercise its right to use common area provided by the Company to whole buyer or investor in the Project.

7. Owners Charter shall govern about the whole condition of the Project including common facilities, restriction in the Project, pets etc.

All those agreements shall be under Indonesia law and its transferable to other party either next investor or its legal heritage.

Land legal status

The land as location of Bali View Villa’ s project currently is under ownership title, based on this project then Company will buy and execute land through sale and purchasing land drawn up before the Public Notary in Bali then the ownership title shall be transferred into Company’ s name. Currently land arrangement has been processed by the Company with land lord of the land; however the Company already has had commitment to the land lord.
Funds Rising for Bali View Villa’ s Project

Based on capital structure of the Company and budgeting of Bali View Villa Project, herewith Company would like to invite such potential investor to injecting capital with obtaining such advantage as mentioned above. Basically Company now is looking and welcoming investor at value IDR 5, 571, 931, 850 or US$ 586, 519.15 Welcoming to start construction of Bali View Villa project.