Factory Lease Agreement
EXHIBIT
10.35
Contract
No.: (2005) Xxxx Xxxxx Zi No. 015
Party
A (Lessor): Shenzhen Wanyinglong Investment Co., Ltd.
Party
B (Lessee): Winner Industries (Shenzhen) Co., Ltd.
Party
A
and Party B have reached the following agreement concerning the lease of the
factory in Silicon Valley Power & Automobile Electronic Pioneer Park through
friendly negotiation:
| I. |
Location
of Factory
|
| 1. |
Party
A agrees to lease the factory (“Factory”)
located at 3nd
and 0xx
xxxxx, Xxxxxxxx X0, Xxxxxxx Xxxxxx Power & Automobile Electronic
Pioneer Park (“Industrial Park”), Zhangqi Road, Guanlan, Bao’an to Party B
for production and management
purpose.
|
| II. |
Area
of Factory
|
| 2. |
The
constructed area of the Factory is 3176 square
meters.
|
| III. |
Lease
Term and Delivery Day
|
| 3. |
The
lease term is from August 12th
2005 to August 11th
2008.
|
| 4. |
The
delivery date for the Factory is August 12th
2005.
|
| IV. |
Rental
and Increase Rate
|
| 5. |
The
rental is calculated according to the constructed area and is collectable
from September 11th
2005.
|
| 6. |
Rental
and Increase Rate
|
| 6.1 |
The
rental is RMB 12.8 yuan/m2
per month. The total rental is RMB 40,652.8 yuan per month. Party
B shall
pay the rental for the first month upon signing this Agreement.
|
| 6.2 |
The
monthly rental will be increased by 5% per year from August 12th
2006.
|
| 6.3 |
The
rental shall be paid monthly before the 5th
day of each month.
|
| V. |
Deposit
|
| 7. |
Party
B shall pay the deposit equivalent to rental for two months which
is RMB
81,305.6 yuan and deposit for electricity and water fee which is
RMB
10,000 yuan upon signing this Agreement. The deposit will be returned
to
Party A upon termination of this Agreement without
interest.
|
-1-
| VI. |
Realty
Management and Realty Management Services
Fee
|
| 8. |
The
Factory will be managed by Party A or the realty management company
appointed by Party A. Party B shall pay the realty management services
fee
at RMB 1.5 yuan/m2
per month. The realty service covers: maintenance and repair of the
property and facilities, cleaning, fire prevention, garbage collection,
security etc.
|
| 9. |
Party
B shall pay the service fee for two months which is RMB 9,528 yuan
as
service fee deposit and the service fee for the first month of RMB
4,764
yuan. The service fee deposit will be returned to Party B upon termination
of this Agreement without interest.
|
| 10. |
The
service fee shall be paid by Party B monthly at the 5th
day of each month, together with the rental, electricity and water
fee
etc.
|
| VII. |
Other
Fees
|
| 11. |
Party
B shall pay the electricity and water fee in
time.
|
| 12. |
Party
B shall bear the cost for decoration of the Factory, including the
connection and use fee for electricity, water, fire prevention facility,
communication, elevator, air conditioning, sewage etc.
|
| 13. |
Party
B shall pay the electricity and water fee in accordance with the
municipal
standard.
|
| 14. |
Party
B shall pay RMB 2000 yuan per month for the use of the elevator equipped
by Party A, which
is collectable from August 12th
2005 and together with the rental.
|
| VIII. |
Delivery
of Factory
|
| 15. |
Party
A shall connect the Factory with the 200 KVA transformer, water and
fire
prevention facility. Party B shall be responsible for the internal
electricity, water, fire prevention facility, communication, elevator,
air
conditioning, sewage of the Factory.
|
| 16. |
The
rental-free decoration period is 30 days from August 12th
2005 to September 10th
2005.
|
| 17. |
Party
B shall pay the realty management service fee, electricity and water
fee
for the rental-free decoration
period.
|
| 18. |
Party
B shall submit the blueprint and other materials for the decoration
to
Party A 5 days before the decoration work. The written approval by
Party A
and necessary authorities shall be obtained for the
decoration.
|
| 19. |
The
written approval by Party A and the realty management company shall
be
obtained for the decoration affecting the outside billboard or the
connection port of the electricity, water and other facilities of
the
Factory.
|
| 20. |
Party
A, the realty management company and necessary authority shall examine
the
decoration for acceptance after completion of the decoration work.
|
-2-
| IX. |
Rights
and Obligations of Party A
|
| 21. |
Party
A shall deliver the Factory to Party B in accordance with this Agreement
and shall be responsible for the maintenance of the main structure
of the
Factory.
|
| 22. |
Party
A is entitled to rename the Industrial Park at any time without any
compensation to Party B but Party A shall inform Party B in
advance.
|
| 23. |
Party
A or the realty management company is in charge of the administration
of
the Industrial Park.
|
| 24. |
Party
A or the realty management company is entitled to enter into the
Factory
to supervise the use of the Factory by Party B provided prior written
notification is served and no hindrance is caused to the normal operation
of Party B.
|
| 25. |
Party
A is entitled to introduce other potential lessee to inspect the
Factory
within 3 months before the expiry of the lease provided prior notification
is served.
|
| 26. |
Party
A shall handle the complaint by Party B concerning the realty
services.
|
| 27. |
Party
A shall not interfere with the normal and lawful operation by Party
B.
|
| 28. |
Party
A is entitled to add new pipe or other facilities to the Factory
provided
a 7 day prior notification is served. In case that such newly-added
facility has negative impact on Party B, Party B’s consent shall be
obtained.
|
| 29. |
In
case of transfer of ownership of the Factory, Party A shall notify
Party B
in advance. Party A shall be responsible for any negative impact
on Party
B due to such transfer.
|
| X. |
Rights
and Obligations of Party B
|
| 30. |
Party
B has the full right to use the Factory in accordance with this Agreement,
Realty Management Service Agreement and Rules of the Industrial
Park.
|
| 31. |
Party
B shall pay special attention to fire prevention work and shall bear
the
relevant responsibility for
negligence.
|
| 32. |
Party
B shall use the Factory and accessory facilities properly and shall
repair
any damage caused by improper use.
|
| 33. |
Party
B shall not open its own refectory in the Industrial Park. Party
B may use
the refectory service provided by Party A or other company appointed
by
Party A.
|
| 34. |
The
industrial waste shall be collected / purchased by the company appointed
by Party A.
|
| 35. |
Party
B shall apply in writing for renew of the lease 3 months before the
expiry
of the lease term. Party A shall give written response to Party B’s
application within 15 days. The new lease agreement shall be signed
within
2 months before the expiry of this Agreement.
|
| 36. |
Party
B shall not transfer, donate, sublease or mortgage the use right
of the
Factory without the written approval by Party A otherwise Party A
is
entitled to terminate this Agreement or double the
rental.
|
| 37. |
Party
B shall not store the hazardous materials in the
Factory.
|
| 38. |
Party
B shall purchase the insurance for the property within the Factory
at its
own cost.
|
-3-
| XI. |
Responsibilities
of Party A
|
| 39. |
Party
A undertakes it has ownership of and the right to lease the Factory
and
deliver the Factory in time.
|
| 40. |
Party
A shall repair any damage to the main structure of the Factory due
to
natural reasons or Party A’s fault. If Party B is forced to cease its
operation during the repair period, Party A shall not charge the
rental
and property service fee.
|
| 41. |
Party
A shall assist Party B in obtaining all necessary license and permit.
|
| 42. |
Party
B has the priority to lease the Factory upon expiry of lease term
under
the same conditions.
|
| XII. |
Responsibilities
of Party B
|
| 43. |
Party
B shall provide Party A with all lawful materials for its production
and
operation upon signing of this Agreement. Party B shall obtain all
other
necessary documentations concerning the fire prevention, environment
protection and sanitary requirement within 1 year.
|
| 44. |
All
disputes arising from the business of Party B shall be settled by
Party B.
Party B shall not mortgage or pledge the
Factory.
|
| 45. |
Party
B shall be responsible for the decoration to the Factory at its own
cost
and shall be responsible for the relevant fire prevention and environment
protection issues.
|
| 46. |
Party
B shall report any damages to the Factory and its facilities to the
realty
management company and Party A. Party B shall be responsible for
any loss
due to improper repair or usage or delay in report.
|
| 47. |
Party
B may lease the dormitory from Party A according to its own need.
The
expiry date of the lease of the dormitory shall be the same of the
expiry
date of the lease under this
Agreement.
|
| XIII. |
Breach
of Contract
|
| 48. |
In
case of termination of this Agreement by Party A in accordance with
Article 55, Party B shall be liable for breach of contract and shall
pay
the compensation equivalent to the deposit and compensate for all
other
losses of Party A. All decorations shall belong to Party A under
such
circumstances.
|
| 49. |
Party
B shall pay a late fee equivalent to 0.5% of the overdue rental or
other
payables each day.
|
| 50. |
In
case of breach of contract by Party B, Party A may authorize the
realty
management company to impose punishments upon Party B such as demand
to
correct its action, claim for compensation etc. In case that Party
B fails
to pay the rental until 15th
day of the month, Party A is entitled to cut out all services such
as
electricity and water etc.
|
| 51. |
In
case that Party B intends to terminate this Agreement before expiry
and
fails to give 3-month prior notification to Party A, the deposit
will not
be returned.
|
| XIV. |
Force
Majeure
|
| 52. |
In
case that the Factory cannot be delivered to Party B due to force
majeure,
the delivery day will be postponed accordingly. In case of damage
or loss
of the Factory due to force majeure, each Party shall be responsible
for
its own loss and this Agreement will not be extended.
|
| XV. |
Amendment
and Termination
|
| 53. |
Any
amendment, supplement or revise to this Agreement shall be agreed
by both
Parties in writing.
|
| 54. |
This
Agreement may be terminated by both Parties. In case of damage or
loss of
the Factory which cannot be used for over 6 months due to force majeure,
any Party is entitled to terminate this Agreement. Party A shall
return
the deposit (free of interest) to Party B and neither Party shall
pay any
compensation under such circumstance.
|
| 55. |
This
Agreement may be terminated through friendly consultation by both
Parties
provided a 3-month prior written notification shall be served to
the other
Party.
|
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| 56. |
Party
A is entitled to terminate this Agreement in case
that:
|
| 56.1 |
Party
B fails to accept the Factory upon
delivery;
|
| 56.2 |
Party
B fails to pay the deposit upon
delivery;
|
| 56.3 |
Party
B moves out of the Factory without proper
procedures;
|
| 56.4 |
Party
B transfers, donates, subleases or mortgages the usage right of the
Factory without the written approval by Party
A;
|
| 56.5 |
Party
B violates the Property Management Rules, fire prevention rules or
national laws and regulations and refuses to
correct.
|
| 56.6 |
Party
B delays the payment of rental and fails to pay the rental within
the
period specified by Party A, or fails to pay the rental and other
fees
until 15th
day of the month.
|
| 56.7 |
Party
B stores hazardous materials in the
Factory;
|
| 56.8 |
Party
B damages the main structure of the
Factory.
|
Party
A
shall give one month prior notification to Party B in case of termination of
this Agreement in accordance with this clause.
| 57. |
Party
B is entitled to terminate this Agreement in case
that:
|
| 57.1 |
Party
A fails to deliver the Factory 3 months after the agreed delivery
date
without justifiable reasons.
|
| 57.2 |
The
Factory cannot be used for over 3 months due to damages caused by
natural
reasons or Party A’s fault and Party A refuses to
repair.
|
Party
B
shall give one month prior notification to Party A in case of termination of
this Agreement in accordance with this clause.
| 57. |
Both
Parties shall sign the written agreement to terminate this Agreement,
or
the Party intends to terminate this Agreement unilaterally shall
notify
the other Party in writing.
|
| XVI. |
Termination
|
| 59. |
This
Agreement shall be terminated once the lease term expires or it is
terminated by the Party.
|
| 60. |
Party
B shall clean the Factory and ask Party A to examine and accept the
Factory upon the termination of this Agreement.
|
| 61. |
Party
A may dispose of the property of Party B which is left in the Factory
after termination of the lease term if Party B fails to move out
of the
Factory in time.
|
| XVII. |
Dispute
Settlement
|
| 62. |
Any
dispute arising from this Agreement shall be submitted to Shenzhen
Arbitration Commission for arbitration. The arbitration award is
final.
|
| XVIII. |
Notification
|
| 63. |
Notification
under this Agreement shall be done in
writing.
|
| 64. |
Any
change of address shall be notified to the other Party within 10
days.
|
| 65. |
The
notification sent by Party A to Party B can also be carried out by
means
of notice put up at the place of Factory.
|
| XIX. |
Miscellaneous
|
| 66. |
Both
Parties shall not disclose this Agreement to the
public.
|
| 67. |
The
justifiable reasons for delay in delivery of Factory by Party A include
force majeure, delay in provision of accessory equipments, governmental
act etc.
|
| 68. |
The
attachments and supplementary agreements are integral parts to this
Agreement.
|
| 69. |
This
Agreement becomes effective once it is signed by both Parties. This
Agreement has 2 originals and each Party shall retain 1
original.
|
Party
A (official seal): Shenzhen Wanyinglong Investment Co.,
Ltd.
Legal
Representative (Authorized Representative): Xxxxxx Xxxxx
August
12th
2005
Party
B (official seal): Winner Industries (Shenzhen) Co., Ltd.
Legal
Representative: Xxxxxxxx
Xx
|
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|
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