Lease Agreement (English Translation)
Exhibit 10.24
(English
Translation)
Note:
This is an English translation of an agreement originally drafted in Chinese,
and accordingly this
translation is not legally effective or binding on the parties. This translation
is being furnished for disclosure purposes.
Lessor
(Party A): Jiangsu Ever-Glory International Group Co.
Lessee
(Party B): Nanjing New-Tailun Garments Co., Ltd.
Whereas,
in accordance with the rules and regulations stipulated in the Contract Law
of
the People's Republic of China, the parties are freely entering into this
agreement regarding the land and building leased by Party A to Party B, and
the
parties have prepare this agreement through negotiations mutual agreement,
in
order to define rights and obligations of both parties under the lease.
Article
One
Party
A
represents that all the buildings leased are owned by Party A in conformity
with
national regulations concerning building ownership.
Article
Two
Location,
Acreage, Decoration, and Facilities
1.
|
Party
A agrees to lease the plot of land and the buildings on the plot
to Party
B, which is located at No. 58 Chenling Road, Shangfang Township,
Jiangning
District, Nanjing.
|
2.
|
The
National Land Rights Certificate for this plot is numbered Jiangning
National Rights 2004 Number 0020, and encompasses an area sized 8053.33
square meters, and a floor area of 10,000 square meters (subject
to Party
A's measurements).
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Article
Three
Party
B
is required to show its identity certificate. The two parties shall have the
certificates of each other copied for future reference.
Article
Four
Term
and
Purpose of the Lease
1. |
The
term shall be for 2 years commencing from April 1, 2006 and ending
March
31, 2008.
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2. |
Party
B promises to Party A that the buildings shall only used for office
purposes.
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3.
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Upon
expiration of the term, Party A has the right to recover possession
of the
building, and Party B agrees to return possession in a timely manner.
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4.
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If
the parties wish to extend the term of this lease, Party B should
give
Party A three-months' notice before the expiration, and this lease
contract shall be renewable upon consent by Party A.
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Article
Five
Rent
and
Payments
1.
|
Yearly
rent of the land and buildings is RMB 200,000 (Two Hundred Thousand
RMB
Yuan).
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2.
|
The
rent shall be paid in the following manner: Party B will pay annual
rent
applicable for the year on April 10 of such year, and promises to
properly
maintain the building and use it (walls, floors and windows, etc.)
in a
reasonable manner.
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Article
Six
Party
B
shall pay fees and utilities related to operation of the building during the
lease term including: water expenses, electricity charges, estate maintenance
and related expenditures.
Article
Seven
Maintenance
and Usage of the Building
1.
|
During
the term of lease, Party B promises to ensure the safe use of the
building, and bears the responsibility of repairing the buildings
and all
the facilities if and when they require repair. If the repairing
necessitates cooperation from Party A, Party B will give Party A
seven-days’ advance notice and Party A agrees to actively cooperate.
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2.
|
Party
A shall use the leased premises in a reasonable manner. If any damage
should occur that is caused by improper usage, Party B shall repair
the
facilities immediately or make a timely and appropriate compensation
to
Party A. Any alterations of the interior structure, decor, or installation
of any equipment or fixtures within the building, shall require approval
in writing from Party A prior to buildout in relation to the designed
scale, construction scope, process and material. Upon expiration
of the
lease term or termination of the lease due to Party B's violation
of any
term of this lease, except as provided by written agreement made
by both
parties, Party A shall have the right to do any the following:
|
(1) |
take
possession and ownership of any modifications to the premises, including
décor, improvements, fixtures, etc.;
|
(2) |
have
the building restored to its previous condition by Party B;
|
(3) |
charge
Party B for the cost of restoring the premises to its original state
prior
to the modifications made by Party B.
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3.
|
The
fixtures and equipment installed by Party B which can be removed
(such as
air conditioners) shall be removed by Party B. However, any materials
which cannot be removed (such as floors, tiles, partitions) shall
be taken
over by Party A.
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Article
Eight
The
Transfer and Sub-lease of the Land and Buildings
1.
|
During
the term of lease, Party A has the right to transfer the land and
building
according to the required legal formalities and after the transfer,
this
contract shall continue to be effective as between the new owner
and Party
B.
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2. |
Without
Party As consent, Party B is not allowed to sub-lease the premises
to any
third party.
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3.
|
In
case Party A sells the property, Party A shall give Party B two months
notice in advance. Party B shall have a right of first refusal to
purchase
the land and buildings on the same terms and conditions as it is
proposed
to be sold by Party A.
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Article
Nine
Modification,
Dissolving, and Termination of the Contract
1. |
The
two parties can modify or terminate the contract through negotiations.
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2. |
If
Party A assigns this agreement to another party, Party B has the
right to
dissolve the contract if:
|
(1) |
the
new party to this agreement fails to provide the land and buildings
or
those provided are not up to the contracted conditions and seriously
affects normal usage.
|
(2) |
the
new party fails to do its duty in repairing the buildings and this
seriously affects normal usage.
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3.
|
During
the lease term, Party A has the right to dissolve the contract and
repossess the leased buildings if any of the following actions are
taken
by Party B:
|
(1)
Party B sub-leases or lends the leased buildings without Party A's written
permission.
(2)
Party B demolishes or changes the structure of the buildings without Party
A's written permission.
(3)
Party B causes damage the leased buildings, and fails to repair such damage
within a reasonable period provided by Party A.
(4)
Party B uses the buildings in a way other than that stipulated in this
agreement without Party A's written permission.
(5)
Party B uses the leased buildings to store perilous goods or have illegal
activities in it.
(6)
Party B delays the payment of fees and expenses stipulated in this
agreement.
(7)
Party B is more than one month delinquent with the payment of rent due.
4.
|
For
an extended term, Party B shall give Party A written notice three
months
in advance of the expiration. In case Party A continues to lease
the
buildings, Party B shall have a right of first refusal to obtain
a lease
from Party A under same terms and conditions.
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5.
|
This
lease automatically terminates upon the expiration date unless extended
according to the terms of this agreement.
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6. |
This
lease shall terminate if it cannot be implemented due to a force
majeure
event.
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Article
Ten
Examinations
Upon Repossession of the Leased Property
1. |
Party
A shall inspect the premises to ensure that the building is in a
normal
usable state.
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2.
|
The
two parties collectively shall take part in the examination and
inspection, and shall agree on issues such as decoration, hardware
and
facilities.
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3.
|
Party
B shall turn over possession of the buildings and facilities to Party
A
upon the expiration of this agreement.
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4.
|
Upon
the above turn-over of possession, Party B shall maintain the buildings
and facilities in good condition, and shall not leave any articles
in it
or do anything to adversely affect the building's normal usage. Party
A
has the right to dispose of anything left by Party B without the
approval
of Party A.
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Article
Eleven
Responsibilities
in the Event of Default by Party A
1.
|
If
this agreement is terminated due to Party As failure to provide the
land
and building stipulated in this agreement, Party A shall be obligated
to
pay Party B 20% of the total amount of this agreement as a penalty.
In
addition, Party A shall compensate Party B for any losses suffered
by
Party B as a result of such failure.
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2.
|
If
Party A breaches the agreement and repossess to the land and buildings
prior to the termination or expiration of this Agreement, Party A
shall
pay Party B 10% of the total amount of this agreement as a penalty.
If
this payment does not sufficiently compensation Party B for the actual
losses sustained by Party B, Party A shall have the responsibility
of
compensating Party B by any means necessary in order to make Party
B
whole.
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Article
Twelve
Responsibilities
in the Event of Default by Party B
1.
|
During
the lease term, Party A has the right to dissolve the agreement and
repossess the leased buildings in the event that Party B takes any
of the
following actions. Party B shall pay 10% of the total amount of this
agreement to Party A as a penalty. If this payment cannot make up
for the
actual losses suffered by Party A, Party B shall have the responsibility
of compensating Party A by any means necessary in order to make Party
A
whole.
|
(1) |
Party
B sub-leases or lends the leased buildings without Party A’s written
permission.
|
(2) |
Party
B demolishes or changes the structure of the buildings without Party
A’s
written permission.
|
(3) |
Party
B unilaterally dissolves this agreement without Party A’s written
permission.
|
(4) |
Party
B uses the buildings in a way other than that stipulated in this
agreement
or conducts illegal activities in it.
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(5) |
Party
B fails to pay rent timely for over one month.
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2.
|
For
every day of overdue payment by Party B, Party B should pay a penalty
of
two times of the amount calculated as daily rent.
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3.
|
Upon
expiration of the contract, Party B shall return possession of the
building in a timely manner. For every day of the delay of repossession
of
the property, Party B should pay find five times of the amount calculated
as daily rent.
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Article
Thirteen
Exemption
from Liabilities
1.
|
In
the event this contract cannot be fulfilled and any losses are sustained
by either of the parties due to a force majeure event, Party A and
Party B
shall not have any obligations the other party for any resulting
losses.
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2.
|
In
the event that any demolition or rebuilding of the leased properties
is
required by government action, neither party shall have any liability
to
the other party for resulting damages.
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3.
|
In
the event the agreement is terminated due any of the above-mentioned
causes, the rent shall be calculated by actual length of time when
the
property is used, and for any deficient month, the rent is calculated
day
by day, with credit back for any surplus and charge back for any
deficiency.
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4.
|
Force
Majeure means a disruptive event or condition which is unforeseen
and
beyond the reasonable control of the parties.
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Article
Fourteen
This
agreement may be amended or supplemented in writing signed by both parties.
Any
supplementary clauses appended to this agreement shall form a part of this
agreement, and shall be enforceable as such.
Article
Fifteen
Dispute
Resolution
All
disputes in connection with this agreement or the execution thereof shall be
settled through amicable negotiations by the contracting parties. If no
settlement can be reached through negotiations, the case may then be submitted
as a lawsuit to the People's Law Court in the jurisdiction in which Party A
is
located.
Article
Sixteen
This
agreement takes effect when both parties execute and deliver it with each
parties’ respective corporate seal.
Article
Seventeen
This
agreement and its attachments have been executed in multiple counterparts,
and
each counterpart shall have equal force and effect as if it were an original.
Lessor (Party A): |
Jiangsu
Ever-Glory International Group Co.
(seal)
|
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Lessee (Party B): |
Nanjing
New-Tailun Garments Co., Ltd.
(seal)
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