UNOFFICIAL ENGLISH TRANSLATION] Gas Station Leasing Business Contract
Exhibit
10.1
[UNOFFICIAL
ENGLISH TRANSLATION]
According
to People's Republic of China Contract Law and related laws,
Xi'an Baorun Industrial Development Co., Ltd. and Shanxi Fangwei Road
Gas Station,on an equal, mutual and
equivalent paid basis, after friendly negotiation, have entered the
following agreement in relation to leasing the Shanxi Fangwei Road Gas
Station:
First
article: Contract parties
Lessor:
Shanxi Fangwei Road Gas Station (hereinafter referred as Party A)
Registration
address: Shanxi Fangwei Road North Section
Legal
representative: Fan Zhiyong
Lessee:Xi'an Baorun
Industrial Development Co., Ltd. (hereinafter referred as Party
B)
Registration
address: Xi’an city Huoju Road number 7, East New Century Plaza
Legal
representative: Gao Xincheng
Second
article: The content of the lease
Party A
provides Party B with the lease of the gas station located at Fangwei Road North
Section in Xi’an city. Such gas station covers an area of 13 mu and the gas
station includes 8 double pump computerized gas machines with total reserves of
240 cubic meters, 4 oil storage tanks, 1,000 square meters of canopy and 600
square meters of business area.
Third
article: The term of the lease
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1.
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The
term of the lease for the gas station is from June 1st
2009 to May 31, 2039.
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2.
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The
contract becomes effective after both parties sign the contract. The lease
starts from the date when Party B takes over the gas
station.
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Fourth
article: Rent and payment
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1.
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The
annual rent for the gas station is six hundred thousand renminbi ( 600,000
RMB), the term of the lease is 30 years with a total of eighteen million
renminbi (18,000,000 RMB)
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2.
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After
the agreement has been signed and five days after Party B takes over the
gas station, Party B should pay Party A 80% of the rent, with a total of
14,400,000 RMB. After all the formalities have been processed and
transferred such as refined oil business license and dangerous chemical
certificate and Party A does not have any remaining issues of tax and
measurement,Party B
shall pay Party A the remaining 20% of the rent. Party A is responsible
for all the expenses in relation to the transfer
procedure.
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Fifth
article: The transfer of leasehold
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1.
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After
Party A has completed all the related procedures, both parties shall start
to transfer the leasehold and Party B accepts the leasehold as it and
changes the image of the packaging if
needed.
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2.
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If
there is any construction quality issue within one year, Party A is
responsible for repair and
maintenance.
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Sixth
article: the title and ownership during the lease period
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1.
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During
the lease period, all the usage interests belong to Party
B.
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2.
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During
Party B’s business operation, Party A is responsible for coordinating with
all neighbors and land owners and guarantees the normal supply of water
and electricity. Party B is responsible for the water and electricity
costs.
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3.
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Party
A promises that there is no pending lawsuit/disputes and collateral over
the gas station. Because of Party A causing the title dispute of the
leasehold and Party B unable to conduct business normally, Party A shall
assume all liabilities.
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4.
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Party
B must operate the business by laws and is responsible for its own profit
and loss, pay the tax by laws and assume all its own debt and civil
liabilities.
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5.
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During
the lease period, due to the title dispute of the gas station or
demolition, relocation or becoming the planning site by the authority,
Party B can not operate its business normally, Party A shall return all
the rent for the remaining period to Party B and assume all the actual
loss of Party B.
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Seventh
article: The renovation of the gas station
During
the lease period, when the performance of the leasehold does not meet the
requirement for normal usage, Party B can renovate the gas station if necessary
after obtaining the written consent from Party A and Party B shall assume all
the renovation cost. When the lease term is due and at the time of transfer, the
property equipments of the leasehold (the gas station) shall be in the normal
operation condition.
Eighth
article: The addition of the equipment
Any
addition of the equipment during the lease period by Party B shall belong to
Party B. When the lease term is due, Party B shall handle the equipment within
the deadline given by Party A.
Ninth
article: Promises of both parties
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1.
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Party
A shall assume all the taxes, liabilities, debts of the gas station
occurred before leasing to Party B and Party B assumes no
responsibility.
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2.
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Party
B shall assume all the liabilities occurred after the normal operation by
Party B and Party A assumes no
responsibility.
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3.
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During
the leasing period, due to the urban planning that cause demolition or
relocation of the gas station, Party A shall return Party B the rent for
the remaining year of the lease.
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Tenth
article: Default
If either
party violates the contract and causes the contract to be unable to be
fulfilled, such party shall assume the default liability.
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1.
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Party
A’s default: return all the rent paid by Party B and pay Party B 10% of
the rent as the default payment.
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2.
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Party
B’s default: have no right for the rent payment and pay Party A 10% of the
rent as the default payment.
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3.
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If
the gas station can not operate normally because of the dispute of the
land ownership, Party A shall assume all the actual loss of Party B during
the close down of the business. If the dispute of land ownership causes
the lease contract to be unable to be fulfilled, Party B has
the right to terminate the contract and does not assume any default
liability. Party A shall return Party B the rent for the remaining year of
the lease.
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Eleventh
article: Termination of the contract
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1.
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In
the event of force majeure causes the contract unable to be
fulfilled.
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2.
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The
change of the national polices causes the business to be unable to
operate.
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3.
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If
the contract is terminated in advance, Party A shall return Party B the
rent for the remaining year of the
lease.
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Twelfth
article: The effectiveness of the contract
The
contract becomes effective after both parties sign the contract.
Thirteenth
article: Dispute and resolution
During
the lease period, if the dispute occurs between both parties, both parties shall
try to resolve the dispute with friendly and equal negotiation.
When the
dispute can not be resolved, they can submit the dispute to the People’s court
for resolution.
Fourteenth
article: The contract contains two copies and each party has one copy
respectively.
Fifteenth
article: For the matters that are not covered in this contract, both parties
shall negotiate and revise. The supplemental and revised agreement has the same
legal effect.
Lessor:
Shanxi Fangwei Road Gas Station
Legal
representative: Fan Zhiyong
2
Date: May
28th,
2009
Location:
Xi’an city
Lessee:Xi'an Baorun
Industrial Development Co., Ltd.
Legal
representative: Gao Xincheng
3