Letter Agreement for Conversion of Participating Interests to Common Stock between Shaanxi Ruize Industrial Co., Ltd. and China Properties Developments Inc.

Summary

Shaanxi Ruize Industrial Co., Ltd. has agreed to convert its outstanding participating interests in the Jiahui Office Building project, valued at RMB 13,519,681.89 (approximately $1,678,838), into common stock of China Properties Developments Inc. at a rate of $2.00 per share. After this conversion, Shaanxi will no longer have any rights to profits, losses, or distributions from the project. This agreement finalizes Shaanxi's exit from further financial involvement in the project.

EX-10.2 3 chinaexh10_2.htm CHINA PROPERTIES DEVELOPMENTS 8K, LETTER OF AGREEMENT, SHAANXI Untitled Page



Exhibit 10.2



March 10, 2006



China Properties Developments Inc.
To the Board of Directors
89 Chang’an Middle Road
Yangming International Tower, 26/27 Flrs.
Xi’an, China
710061

Dear Board:

Re: Loan with Shaanxi Ruize Industrial Co., Ltd

Please be advised that we, Shaanxi Ruize Industrial Co., Ltd (“Shaanxi”), by way of directors’ resolution, have agreed to convert any and all outstanding participating interests that we have with Xi’an Jiahui Real Estate Co., Ltd. in the Jiahui Office Building in the amount of RMB 13,519,681.89 Yuan ($US1,678,838.00) into common stock of the company at $2.00 per share.  Shaanxi will have no further interests in the profits, losses and distributions from the project.

Yours truly,

SHAANXI RUIZE INDUSTRIAL CO. LTD.


/s/ Shuzhen Yang


Shuzhen Yang
President
Shaanxi Ruize Industrial