Gas Station Lease Agreement
Pursuant
to the Contract Law of the People’s Republic of China, and the relevant laws and
regulations, on the basis of equal, mutual benefit, same valuable considerations
and volitions of both parties, through friendly negotiations, in regard to the
matters of leasing the Lantian Gas Station, Xi’an Baorun Industrial Development
Co., Ltd. and Lantian Gas Station hereby reach agreements as below:
Article
1: Parties
Lessor:
Xi’an Baqiao District Lantian Gas Station (hereinafter “Party A”)
Registered
Address: Xihou Village, Baqiao District, Xi’an City
Legal
Representative: Hu Xiaoli
Lessee:
Xi’an City Baorun Industrial Development Co., Ltd. (hereinafter “Party
B”)
Registered
Address: Dongxin Shiji Square, No. 7, Huoju Road, Xi’an City
Legal
Representative: Gao Xincheng
Article
2: Content of Lease
Party A
leases Party B the gas station, which was built by it on the side of National
Highway 312, Xihou Village, Hongqing Sub-district Office, Baqiao District, Xi’an
City. The gas station covers 7,337 square meters, and includes eight
computerized fuel dispensers, the total amount of storage is 240 cubic meters,
four storage tanks, the rain-proof shed, which is 1,200 square meters, and 20
business rooms.
Article
3: Term of Lease
1.
|
The
term of lease of the gas station starts from August 1, 2009 through July
31, 2038.
|
2.
|
The
agreement becomes effective after being signed and sealed by Party A and
Party B. The term of lease commences from the date that Party B takes
possession of the gas
station.
|
Article
4: Rent and Payment
1.
|
The
yearly rent of the gas station is RMB2,000,000. The term of lease is 29
years, and the total amount of rent is
RMB58,000,000.
|
2.
|
Within
five days after the agreement is executed and the gas station is delivered
to Party B, Party B shall pay Party A RMB46,400,000, which is 80% of the
total amount of rent. After the relevant procedures of the gas station,
such as the operating license for petroleum products and the operating
license for hazardous chemicals, have changed, and it has been confirmed
that Party A has no tax, measurement and other issues during the
period of its business operation, Party B shall pay Party A 20% of the
total amount of rent. The expenses incurred by the change procedures shall
be assumed by Party A.
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Article
5: Handover of Leasing Properties
1.
|
After
Party A completes the relevant procedures, both parties conduct the
handover. Party B takes the leasing properties and conducts the image
package according to its
needs.
|
2.
|
In
the event the quality of the construction has problems within one year,
Party A is responsible for the free repair and
maintenance.
|
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Article 6: Property Rights and Ownerships during Term of Lease
1.
|
During
the term of lease, the use right of the gas station belongs to Party
B.
|
2.
|
During
the period that Party B operates the gas station, Party A is responsible
for negotiating with the neighbors, and guarantees the ordinary supply of
water and electricity for Party B. Party B is responsible for the water
and electricity fees.
|
3.
|
Party
A covenants that no law suits or disputes of transfer, assignment and
pledge are arising from or in connection with this gas station. In the
event Party A causes the disputes of property rights of the leasing
properties, and Party B is therefore not able to conduct ordinary
operations, Party A shall assume all of the compensation
liabilities.
|
4.
|
Party
B shall individually conduct businesses in accordance with laws, be
responsible for the profit and loss, pay taxes in accordance regulations,
and assume the civil liabilities of the credits and
debts.
|
5.
|
Party
A shall provide with the legal procedures of the property rights of the
gas station. During the period that Party B operates the gas station, in
the event Party B is not able to conduct the ordinary business due to the
property right disputes of the gas station, the demolition and
resettlement of the gas station, or the administrative agencies’
interference based on the plan and location selecting, Party A shall
return the paid rent of unused years, and compensate the actual loss
caused by the aforesaid
events.
|
Article
7: Partial Modification of Gas Station
During
the term of lease, in the event the leasing properties cannot reach the ordinary
use requirements, Party B shall obtain the written consent of Party A and then
conduct necessary partial modifications. The modification expenses shall be
assumed by Party B. Upon the expiration of the term of lease, the properties and
equipments of the leasing gas station shall reach the ordinary use
condition.
Article
8: Adding Facility and Equipment
The
facilities and equipments that are added by Party B during the term of lease
shall belong to Party B. Upon the expiration of the term of lease, Party B shall
dispose the aforesaid facilities and equipments by itself within the period
stipulated by Party A.
Article
9: Covenants of Parties
1.
|
All
of the taxes, claims and debts of the gas station incurred prior to the
lease shall be assumed by Party A. Party B has no liabilities to the
aforesaid taxes, claims and
debts.
|
2.
|
The
claims and debts incurred during period of Party B’s ordinary operation of
the gas station shall be assumed by Party B. Party A has no liabilities to
the foresaid claims and
debts.
|
3.
|
During
the term of lease, in the event the gas station is demolished and
resettled due to the urban plan and similar reasons, Party A shall return
the paid rent of the unused period to Party
B.
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2
Article
10: Breach
Party A
and Party B shall assume the breach liabilities, in the event either party
breaches the agreement to cause the non-performance of the
agreement.
1.
|
Breach
of Party A: Party A shall return the paid rent to Party B, and shall pay
Party B 10% of the total amount of rent as the breach
penalty.
|
2.
|
Breach
of Party B: Party B has no rights to request Party A to return the rent,
and shall pay Party A 10% of the total amount of rent as the breach
penalty.
|
3.
|
In
the event the gas station cannot be ordinarily operated due to the
disputes of the use right of land, Party A shall compensate Party B the
normal loss during the period of ceasing operations. In the event the
lease agreement cannot be performed due to the disputes of the use right
of land, Party B is entitled to rescind the agreement unilaterally, and is
not responsible for the breach liability. Party A shall return the paid
rent of the unused period.
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Article
11: Rescission and Termination of Agreement
1.
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The
occurrence of force majeure events causes the agreement unable to be
continuously performed.
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2.
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The
national policies change, and the gas station objectively cannot be
continuously operated.
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3.
|
Upon
the early termination, Party A shall return the paid rent of the rest
duration of the lease to Party
B.
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Article
12: Effectiveness of Agreement
The
agreement becomes effective after both parties sign and seal the
agreement.
Article
13: Dispute
During
the term of lease, in the event any dispute is occurred between both parties,
both parties shall based on the friendly and equal spirit to negotiate the
dispute. In case both parties cannot reach agreements through negotiations, the
parties shall submit a lawsuit to the People’s Court.
Article
14: The agreement consists of two copies, each party holds one
copy.
Article
15: Any matter that is not specified in the agreement shall be negotiated and
amended, its supplemental and amended agreement shall has the same legal
effects.
Lessor:
Xi’an City Baqiao District Lantian Gas Station
Legal
Representative: (signature)
(with
corporate seal)
Xi’an
Baorun Industrial Development, Co., Ltd.
Legal
Representative: (signature)
(with
corporate seal)
Date of
Execution: July 27, 2009
Location:
Xi’an
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