House Leasing Agreement
Exhibit
10.28
(Contract
Number:)
Lessor
(hereinafter referred to as Party A) : Shenyang Nanyang Shopping
Mall
Lessee
(hereinafter referred to as Party B) : Harbin
Mege Union Management Co., Ltd.
In
accordance with the stipulations of laws and regulations such as the “Contract
Law of the People’s Republic of China” and on the basis of equality,
willingness, fairness and faithfulness, Party A and B have reached an agreement
through friendly consultation to conclude the following contract.
I. Condition
of The Premises
1-1
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Party
A will lease to Party B The Premises owned by itself which is located at
Xx. 00, Xxxxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx City, which include part
of hall of the first floor, the basement, facility room, and the 3rd
to the 9th
floor (hereinafter referred to as The Premises). The construction
area of The Premises is above 5,700 square meters, the land purpose is ,
the structure is .
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The
Number of the Housing Ownership Certificate of The Premises is
The
Number of the Land Use Right Certificate of The Premises is
1-2
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Party
A establishes the lease relationship with Party B as the owner of The
Premises. And Party A has told Party B that The Premises is under no
mortgage before signing the
contract.
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II. Lease
Purpose
2-1
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Party
B leases The Premises for service industry and other related industries,
the operation items can be adjusted in accordance with actual business
condition, however, it must be
legal.
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2-2
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The
Party B should provide related information of the operation items of each
floor to Party A before decoration or construction of building; Party A
should also be notified before any further change if any in the
future.
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III
Delivery Date and Lease Term
3-1
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As
to the agreement of both parties, the two parties begin the checking and
delivery work since June 5, 2007, and June 15, 2007 is confirmed as the
formal delivery date, five months w i l l be provided by Party A to Party
B as term for decoration and presell, and the rental will be excluded
during this period.
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The
lease term of The Premises is 10 years, that is, from November 15, 2007 to
November 14, 2017.
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3-2
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Party
A has the right to take back The Premises when this contract expires, and
Party B should return it as scheduled, Party B will notify Party A in
written form if it intends to extend the lease within three months before
the contract expires, in this situation, the lease contract should be
resigned if agreed by Party A. Under the same terms, Party B has the
priority to lease The Premises.
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IV
Rental, Payment and Time Limit
4-1
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Party
B should pay 1.5 million Yuan to Party A every year as the rental for the
first three years (November 15, 2007 – November 14,
2010);
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1
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Party
B should pay 1.55 million Yuan to Party A every year as the rental for the
fourth to the fifth year (November 15, 2010 – November 14,
2012);
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Party
B should pay 1.674 million Yuan to Party A every year as the rental for
the sixth to the eighth year (November 15, 2012 – November 14,
2015);
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Party
B should pay 1.8414 million Yuan to Party A every year as the rental for
the ninth to the tenth year (November 15, 2015 – November 14,
2017);
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4-2
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The
rental should be paid every half year, 50% of the rental of that year
should be paid every time, Party B should pay the rental for the second
half year to Party A one month in
advance.
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4-3
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Party
B should pay 50% of the rental forthe first year (totally RMB 750,000
Yuan) to Party A in one time within 7 days after signing the
contract.
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V Other
Expenses
5-1
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Party
B will bear the cost of utilities such as electricity, water, and heating
during the lease term (since the date when Party B enter The Premises for
decoration), however, it is the responsibility of Party A to pay the real
estate tax due to the lease of The
Premises.
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VI
Use Requirement and Maintenance Responsibility of The
Premises
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6-1
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Party
A should finish the following reconstruction of infrastructure of The
Premises within two months since June 5, 2007: connect the gas pipe (3’’
pipe); increase the capacitance of The Premises to 400 kilowatt; adjust
the central air-conditioning system of The Premises to 360,000
kcal;
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If
the abovementioned infrastructure conditions cannot be guaranteed by Party
A, it should compensate Party B for related
losses.
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6-2
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Party
A should ensure that all facilities in The Premises are in good order
after Party B enters into The Premises. While as to Party B, it should
guarantee the good condition of the facilities after delivery, moreover,
it is responsible for the maintenance and repair of the facilities, and
bear related costs. But those equipments which have reached the expected
service life are for exception, the replacing cost for the elevators,
boiler and air conditioning which have reached the service life should be
born by Party A.
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6-3
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Party
B has the right to provide decoration and reconstruction to the interior
and exterior of The Premises, Party B should provide related information
of the operation items of each floor to Party A before decoration or
construction of The Premises, so as to avoid any technical problems on
construction structure. Party A should cooperate with Party B together
with the Quality Technology Department to solve related technical problems
appearing in the construction on structure design. When this contract
expires, Party B may take away the added movable facilities, but the
infrastructure and the decoration should be
reserved.
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6-4
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Procedures
for decoration of the exterior facade and the hanging tablet of Party B
should be transacted by Party A, and the expense should be born by Party
B; Party A should guarantee the entire use right of the exterior facade,
the third party referred in Article 10-4 of this contract should not add
or expand the area of its tablet, Party A will be responsible for renewing
it to the original condition if
any.
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6-5
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Party
A should provide related procedures for the self-use parking lot in front
of The Premises, thus to guarantee the operation and use of Party B; if
the above procedures cannot be provided by Party A, it must ensure that
Party B can use this place solely for parking, if any third party takes up
this place, Party A must be responsible for clearing away the third
party.
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2
VII.
Returning of The Premises
7-1
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Party
B should return The Premises within 15 days after the contract expires
unless Party A agrees to extend the
lease.
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VIII
Conditions for Termination of the Contract
8-1
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One
party can notify the other party in written form to terminate the contract
with the agreement of both parties under one of the following condition.
The default fine which equals to 3 times that of the monthly rental should
be paid by the delinquent party to the other party; if it causes losses to
one party, and the paid default fine is not enough to compensate the
losses of that party, then the balance between the loss and the default
fine should be paid as well:
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8-1-1
Party A does nor deliver The Premises on time, and does not deliver it 15
days after request of Party B;
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8-1-2
The Premises delivered by Party A is inconsistent with the stipulations of
the contract, and the lease purpose cannot be
achieved;
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8-1-3
Party B subleases The Premises without approval of Party A (it will not be
considered as sublease if Party B utilizes The Premises for cooperation
with the third party);
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8-1-4
Party B does not pay the rental on time, and the total exceeding period is
more than 30 days.
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IX Breach
of the Contract
9-1
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If
there is any disfigurement for The Premises, Party A should repair it
within 15 days since delivery, and Party A should compensate Party B for
related losses if it does not repair it during the due
period.
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9-2
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Party
A has notified Party B that The Premises has clear property right, without
any mortgage or hypothecation, if there is any above condition, Party A
should be responsible for clearing, and compensate Party B for actual
losses.
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X
Miscellaneous
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10-1
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This
contract shall come into effect upon adding the signature and seal of both
parties. Party A should be responsible for transact the House Lease Permit
from the Real Estate Management
Department.
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10-2
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If
Party A intends to sell The Premises during the lease term, under the same
terms, Party B has the priority to purchase The Premises; Anything not
covered in this contract will be discussed separately by both parties and
concluded in the added article. Both the added article and appendix of the
contract serve as the inseparable part of the
contract.
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10-3
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Both
parties should provide related data to the other party for textual
research when signing the contract, such as the duplicate of Business
License, Tax Registration Certificate and ID Card,
etc.
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10-4
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No
matters of the part (including the hall of the first floor and the whole
second floor) of Xx. 00, Xxxxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxx
leased to the third party has any relationship with Party B, all these
should be solved by Party A and the third party; however, during the
decoration and reconstruction of The Premises and the further operation
period of Party B, if there is any influence from the third party, Party A
must be responsible for solving the problem, thus to guarantee the
decoration, reconstruction and operation of Party
B.
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3
10-5
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The
contract is in quadruplicate, one copy for each party, and other two
copies for the Real Estate Management
Department.
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10-6
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Both
parties can be free from any liability if there is any loss due to the
force majeure during the term of the contract. If there is removing
requested by the government, it should be disposed in accordance with the
law. Party A should guarantee that Party B can obtain corresponding
removing compensation. 10-7 All rights and obligations of Party B
stipulated in this contract should be transferred to the title of the new
enterprise of Party B if Party B registers new enterprise in
Shenyang.
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Party A :
Shenyang Nanyang Shopping Mall (seal)
Party B :
Harbin Mege Union
Management Co., Ltd. (Seal)
Representative:
Xx Xxxxxxxx
Signing
Date : June 6th, 2007
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