Translation of Equipment Leasing Agreement
Exhibit
99.1
Translation
of Equipment Leasing Agreement
Lessor: Weifang
Yuhe Poultry Co., Ltd.
Address:
Lessee: Shandong
Nongbiao Purina Feed Co. Ltd.
Address:
WHEREAS
1. The
Lessor is specialised in poultry feeding and breeding.
2. The
Lessor needs to provide factory support for keeping the breeding production
and
supplying
feed products exclusively.
3.
The
Lessee is a professional feed manufacturer and agrees to cooperate with the
Lessor
as
stated above.
4.
The
Lessor has obtained land use right for feed factory in Weifang City and has
completed
part of the housing construction and the land mentioned above has been let
to
the
Lessee (See the Tenancy Agreement signed by the parties on DD MM 2008
(the
“Tenancy Agreement” hereinafter))
Both
parties have agreed through amicable consultation as follows:
1. Cooperation
Plan
The
Lessee invests no more than RMB10,000,000 for the acquisition and installation
of feed production equipment to be placed in the premises of the leased land.
The payment made by the Lessee for the purchase of installation facilities
constitutes part payment for the leased land, property and equipment.
2. Acquistion
and Installation of Feed Production Equipment
Upon
entering into this Agreement, both the Lessee and the Lessor, pursuant to the
contract with Shanghai Xxxxxx Company, which is an equipment supplier for the
purchase of installation facilities and according to the progress of the
contruction project, agree to pay in installments directly to Shanghai Xxxxxx
Company. Upon the receipt of each payment, Shanghai Xxxxxx Company will issue
an
invoice to the Lessor who shall then issue a rent invoice to the Lessee.
3. Supervision
of the Installation Construction
The
Lessor authorizes the Lessee to assign personnel to the site to supervise the
installation of equipment, the staff of the Lessee has the right to give
instructions and recommendations to Shanghai Xxxxxx Company.
4. Cost-sharing
The
expected investment by the Lessee is capped at RMB10,000,000, which shall be
paid by the Lessee in advance. If the expected investment amount is insufficient
to cover the necessary construction and equipment costs or other expenses,
the
Lessor shall bear part of the difference between the actual costs incurred
and
the expected investmenet costs but no more than RMB1,700,000, to ensure that
the
factory can commence operation on DD MM 2009. Any extra costs incurred shall
be
borne by the Lessee.
5. Lease
Term
The
leasing period of the equipment is 10 years, starting from the date when the
Lessee has occupied and started operation, after the completion of the
installation of the equipment.
6. Rent
The
annual rent for the leased land, premises and facilities is RMB1,500,000, which
will be offset against the RMB10,000,000 pre-paid by the Lessee. After the
offset, the Lessee shall pay rent half yearly at the beginning of the relevant
period.
7.
Equipment
Ownership and Mortgage
The
equipment is owned by the Lessor. After the completion of the installation
of
equipment, both parties shall enter into a mortgage arrangement in which the
Lessee shall be the mortgagee. The specific mortgage agreement shall be entered
into by both parties separaetly, and it shall be submitted to the competent
local authority for record. All the relevant costs shall be borne by the
Lessee.
8. Other
Fittings and Addition
The
Lessor agrees to let the Lessee to add or modify fixtures and fittings on the
leased land, premises or equipment necessary for production and management
purposes. The ownership of any annexation or addition shall be vested with
the
Lessee.
9. Extension
During
the leasing period, if both parties agree to expand the current production
capacity, including the construction of the second phase, both parties shall
continue to operate in the same manner as envisaged by this Agreement, that
is,
the expansion shall be funded by the Lessee. The cost shall then be offset
against the annual rent of RMB1,500,000 starting from the date when the Lessee
begins to make rental payment in cash and counting from that day
accordingly.
10. Third-party
Guarantee
As
the
Lessee makes a more substantial investment at the beginning, the term of the
lease is rather long, and the leased land and premises have been mortgaged,
the
Lessee is therefore subject to more risk than the Lessor. Hence, besides the
mortgage, the Lessor shall provide third-party guarantee to the Lessee, Shandong
Yuhe Food Group Co., Ltd shall be the guarantor of the Lessor in connection
with
the execution of this Agreement. The guarantee agreement shall be entered into
by the three parties respectively.
2
11. Payment
of Balance
According
to the agreed investment budget for the equipment and facilities, the Lessee
shall set aside enough money for direct payment of the balance. Upon the
completion of the registration of the land lease and the receipt of satisfactory
third-party guarantee, any surplus from the RMB10,000,000 investment budget
(approximately RMB1,700,000 ) shall be pre-paid by the Lessee within a week
to
the Lessor who shall then issue an invoice for the relevant payment.
12. Property
Insurance
The
Lessor shall purchase full and adequate property insurance for the leased
premises and equipment. The Lessee and the Lessor shall both be the
beneficiaries. The Lessee shall be entitled to direct compensation, which shall
not be more than the amount of the rent which has not been offset, from the
insurance company. The Lessor shall produce a copy of the insurance invoice
and
policy to the Lessee every year. The insurance costs have been included in
the
rent.
13. Labor
Assistance
The
Lessor agrees to supply, select and recommend any staff necessary for the
operation of the feed factory. Specific details shall be agreed by both parties
in a separate labor assistance contract.
14. Exclusive
Supplier
The
Lessor guarantees that, after the feed factory starts operation, all the feed
necessary for breeding shall be supplied by the Lessee’s feed factory
exclusively. The Lessee guarantees that all feed supplies satisfy the national
standards and their nutritional value shall not be less than the feed products
produced by the Lessor. Specific supply agreement shall be entered into by
both
parties separately but it shall be part of this Agreement.
15. Breach
on the Part of the Lessor
(i) |
Earlier
termination of this Agreement by the Lessor, collects, disposes of
or
sale
of the land, premises and equipment by the Lessor.
|
(ii) |
The
Lessor causes the land and premises to be charged because the Lessor
fails
to repay the loans, pay the construction costs or for some other
reasons.
|
(iii) |
The
mortgagee or other creditors sell, dispose of or freeze the assets
in a
way which
affects the normal operation of the Lessee.
|
(iv) |
The
Lessor fails to repay its debt when it falls due or goes into
liquidation.
|
3
(v) |
The
relevant premises and land are relocated or collected by the government
authority
as a result of urban construction.
|
16. The
Lessor’s Liability in the Event of Breach
In
the
first 5 years of the the leasing period, if there is any breach as stated above,
the Lessor shall return the balance of the rent after any offset and shall
pay a
liquidated damages of RMB 4,500,000 .
In
the
last 5 years of the leasing period, if there is any breach as stated above,
the
Lessor shall return the balance of the rent after any offset and shall pay
a
liquidated damages of RMB 3,000,000 .
17. Breach
on the Part of the Lessee
(i) |
The
Lessee terminates this Agreement before the expiration of the term
of the
lease.
|
(ii) |
The
Lessee assigns the land, premises and equipment under this Agreement
to
others
without the consent of the Lessor.
|
18. The
Lessee’s Liability in the Event of Breach
During
the term of the lease, if there is any breach as stated above, the rent pre-paid
by the Lessee shall not be returned to the Lessee and shall be treated as
liquidated damages. Besides, the Lessee shall pay a liquidated damages of
RMB1,500,000.
19. Dispute
Resolution
Any
dispute arising from and relating to this Agreement between the two parties
shall be submitted to the China International Economic and Trade Arbitration
Commission in Beijing for arbitration, and in accordance with the application
procedures and rules of the Commission that are currently in place to conduct
arbitration proceedings. An arbitral award shall be final and binding on both
parties.
20. Other
Issues
This
Agreement is the primary agreement between both parties in relation to the
lease
arrangement, it prevails over other related supplementary contracts. There
are
two copies of this Agreement, each party retains one copy .
Both
parties shall keep the content of this Agreement and the cooperation of both
parties confidential and shall not disclose or advertise any information in
this
regard to any third party without the written consent of the other contracting
party. Both parties shall not use the trademark, trading name or company name
of
the other without the written consent of the other contracting party .
4
21. Production
certificate
By
using
the leased land, premises and equipment, the Lessee shall set up the main
operating unit and apply for any certificate or document required for the
production operation, including but not limited to, the production permit,
proof
of boiler safety inspection, fire safety certificate. The Lessor shall provide
necessary assistance in this regard.
Lessor: Weifang
Yuhe Poultry Co., Ltd.
Lessee:
Shandong Nongbiao Purina Feed Co., Ltd.
Representative:
|
Representative:
|
[Signature]
|
[Signature]
|
Date:
November 11, 2008
|
Date:
November 11, 2008
|
5