PROPERTY LEASE CONTRACT BETWEEN DONGGUAN CONRAD HI-TECH PARK LTD. AND NEOPHOTONICS DONGGUAN CO., LTD DONGGUAN, CHINA
Exhibit 10.8
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1. GENERAL PROVISIONS |
3 |
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2. LEASE OF THE LEASED PROPERTY |
5 |
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3. RENT AND OTHER CHARGES |
6 |
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4. UTILITIES |
11 |
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5. RESPONSIBILITIES OF LESSOR |
12 |
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6. RESPONSIBILITIES OF LESSEE |
15 |
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7. REPRESENTATIONS AND WARRANTIES OF THE PARTIES |
16 |
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8. CONDITIONS OF THE LEASED PROPERTY, FACTORY BUILDINGS AND SITE |
17 |
| 17 | |
| 18 | |
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11. MISCELLANEOUS |
20 |
THIS PROPERTY LEASE CONTRACT (this “Contract”) is made on 12 September 2016, in Dongguan, the People’s Republic of China (“China”) by and between:
Dongguan ▇▇▇▇▇▇ Hi-Tech Park Ltd., a legal person of China, registered with Dongguan Administration of Industry and Commerce (Business License#:441900400104128) and with its legal address at South Section of ▇▇▇▇▇ ▇▇▇ Road, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇'▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (“Lessor”), and
NeoPhotonics Dongguan Co., Ltd, a legal person of China, registered with Dongguan Administration of Industry and Commerce (Business License#: 441900400162776) and with its legal address at ▇▇▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Section of ▇▇▇▇▇ ▇▇▇ Road, Shangsha Village, Zhen’an, ▇▇▇▇▇’An Town, Dongguan City, Guangdong Province, China(“Lessee”).
Lessor and Lessee are referred to collectively as the “Parties” and individually as a “Party”.
1.1Preliminary Statement
WHEREAS, the Parties entered into a property lease contract on 31st May, 2011 (Contract No. Execution Version 2011-05-12) and had entered into two supplement agreements ever since; WHEREAS, the lease term as set out in the supplement agreements has expired. NOW, THEREFORE, the Parties hereby agree on their rights and obligations during the new lease term.
Lessor has acquired from the Dongguan Bureau of Land and Resources by way of assignment, the granted land use right for the Site (as defined below), and owns the Leased Property (as defined below) situated thereon.
Lessor now agrees to lease the Leased Property to Lessee to allow Lessee to use the Leased Property as office and factory according to the terms and conditions hereof.
The Parties agree to carry out the lease hereunder in accordance with the terms and conditions of this Contract.
In this Contract, the capitalized terms shall have the meanings set forth below.
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(a) |
“Affiliate” with respect to a Party, means a corporation, partnership, joint venture or other entity directly or indirectly controlling, controlled by or under common control with the Party. In this definition of "Affiliate," "control" means ownership of more than 50% of shares having the right to vote or the right to appoint a majority of the directors. |
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(d) |
“Lease Term” means the leasing period of the Leased Property as provided under Article 2.4 of this Contract. |
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(h) |
“Additional Equipment and Facilities” means all the equipment and facilities described in Exhibit 2A. |
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(i) |
“Utilities” means water, electricity, environmental protection, fire prevention and other related facilities installed in the Leased Property. |
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2. |
LEASE OF THE LEASED PROPERTY |
In accordance with the laws and regulations of China and Dongguan Municipality, Lessor agrees to lease to Lessee the Leased Property. Lessee agrees to pay the Rent and other charges payable under this Contract in accordance with the terms hereof.
2.2Use of the Leased Property
2.3Sub-Lease
2.4Lease Term, Renewal
If Lessee would like to continue to rent the Leased Property after the Lease Term expires, the growth range of the rent will be mutually agreed between the Parties and be equal to the prevailing open market effective rent subject to a cap of 15% of the previous Leased Property rent (exclusive of the shared expenses of Additional Equipment and Facilities).
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(o) |
Lessee has a right of preemption to rent and/or purchase the Leased Property when the Lease Term expires or the Lessor intends to sell the Leased Property. |
The amount payable by Lessee to Lessor hereunder includes rental of the Leased Property and the shared expenses of Additional Equipment and Facilities (collectively, the “Rent”), and is set out as follows:
Monthly rent per ㎡ of the Leased Property: RMB 18.00/㎡/month （inclusive of taxes）.
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(p) |
Monthly rent of Leased Property: RMB 18.00/㎡/month×7,824㎡ = RMB140832/month. |
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(q) |
Monthly Additional Equipment and Facilities shared expenses：See Exhibit 6 (Monthly Rent Payment Plan of Additional Equipment and Facilities). The rent of the Additional Equipment and Facilities does not change within each item’s depreciation years as agreed by the Parties. If the Lease Term(including renewal period) are longer than the depreciation years, then Lessor warrants that the rental of Additional Equipment and Facilities will be free during the remainder of the Lease Term (including the renewal period). Also, the maintenance cost of the Additional Equipment and Facilities will be borne by Lessee, and Lessor shall help Lessee to communicate with the suppliers. (Details of calculation of shared expenses of Additional Equipment and Facilities are provided under Article 3.2) |
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(r) |
The Rent shall be payable once every month. |
The Rent shall be paid within 15 working days of each month. Lessor shall provide the relevant tax invoice to Lessee within 3 working days of the receipt of the payment from Lessee.
Lessor hereby designates that all payments by Lessee as described under Article 3 shall be made by wire transfer to the following bank account of Lessor. During the Lease Term, if Lessor intends to change the receiving bank account, Lessor shall provide Lessee with prior written notice.
Account Name: DONGGUAN ▇▇▇▇▇▇ HI-TECH PARK CONSTRUCTION LTD.
Bank Name: ChangAn Fuli Branch Bank of Dongguan Bank东莞银行长安富丽支行
Account No.:500061574301018
3.2Additional Equipment and Facilities Shared Expenses
Pursuant to the Lessee’s request, Lessor has provided Lessee with the Additional Equipment and Facilities described in Exhibit 2A, which have been installed in accordance with Exhibit 2B.
Lessee will pay monthly shared expenses of Additional Equipment and Facilities to Lessor as part of the Rent payable by Lessee on monthly basis pursuant to Article 3.1; the calculation of the monthly share expenses of Additional Equipment and Facilities are provided in further details in Exhibit 3.
3.3Deposit
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(s) |
The Parties agree to divide the Deposit into two parts which are Building deposit and Additional Equipment and Facilities deposit. The Building deposit will be equal to 3 months’ rent of the Leased Property (RMB375,552), the Additional Equipment and Facilities deposit is 8% of the total investment of the Additional Equipment and Facilities (RMB 282,400). Lessee has paid the Deposit to Lessor and Lessor has already provided the relevant deposit receipt to Lessee. |
In the event that Lessee terminates this Contract pursuant to Article 9.2 hereof, Lessor shall, within 3 working days following receipt of Lessee’s termination notice, refund the full amount of the Building deposit described under Article 3.3(a) above in the amount of RMB375,552 to such bank account designated by Lessee.
account designated by Lessee. |
3.4Property Management Fee and Car Park Fee
|
(u) |
During the Lease Term (including renewal period thereof), the property management fee of the Leased Property is included in the Rent of the Leased Property, and no additional fees or charges of the greenery, security, cleaning, electricity and water for the public area in the High-tech Park shall be payable by Lessee. |
|
(v) |
During the Lease Term (including renewal period thereof), Lessor will not charge any car park fee from Lessee, and Lessor will provide 15 fixed parking spaces and sufficient public parking spaces to Lessee. |
3.5Dormitory
Lessee has the right to require Lessor to undertake that during the Lease Term, Lessor shall reserve certain dormitories to Lessee. Accordingly, Lessor will require Lessee to pay at least 70% of the required dormitories. The standard of dormitory is as follows: _10-12 persons per room, located at _Conrad Hi-Tech Park_, and the rental of dormitory is RMB 1,160/room/month(tax included).
The standard of dormitory is as follows: _1-4 persons per room, located at _Conrad Hi-Tech Park_, and the rental of dormitory is RMB 1,000/room/month(tax included).
In the event that Lessor can’t provide the sufficient dormitories within 30 days following receipt of Lessee’s notice, then
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(w) |
Lessor undertakes that Lessor will provide the relevant dormitories of same numbers and same standards to Lessee in other places. In the event that the rental of the dormitory is more than RMB 1160/room/month (tax included), then Lessor shall pay for the price difference；or |
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(x) |
Lessor may build new dormitories in time for Lessee’s use. In the event that Lessor fails to build the dormitories in time, then during the construction period, Lessor shall provide temporary dormitory options to Lessee. |
3.6Canteen
Lessor undertakes that during the Lease Term, Lessor shall provide canteen and services to Lessee, which can accommodate 1,500 employees.
3.7Other Charges
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(z) |
Lessee shall bear charges caused by using of Leased Property, which includes but not limited to water, electricity, telecommunication, and environmental protection, etc. |
3.8Currency
Lessor and Lessee shall pay all the amounts due under this Contract in RMB.
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4. |
UTILITIES |
4.1Connections and Responsibilities
Lessor shall use its best efforts to support the continuous and uninterrupted supply of Utilities that are directly connected to the Leased Property as specified in Exhibits 2 and 4 to meet the full operating requirements of Lessee. Lessee shall be responsible for all of Lessee’s usage or consumption charges for Utilities (inclusive of normal share of wear and tear). Lessor shall ensure that separate meters are installed for all Utilities (other than telephones) utilized by Lessee, and no other party's usage of Utilities shall be computed by such meters. Lessee shall not be obligated to pay for any Utilities based on any meter reading which includes consumption by any other party.
4.2Payment
Lessor shall use its best efforts to procure that the basic rates charged to Lessee for Utilities are no
less favorable than the public utility rate offered by the suppliers of such Utilities to Lessor (inclusive of normal share of wear and tear). To the extent required by applicable law, Lessee shall pay to the respective suppliers of such Utilities in a timely manner.
Lessor represents and warrants to Lessee that Lessor is the lawful owner of the Leased Property and has the right to enter into this Contract.
5.2Peaceful Enjoyment and Exclusive Use
Lessor shall protect Lessee's exclusive and unimpaired right to the use of the Leased Property and Site and shall not lease the Leased Property and Site to any third party during the relevant Lease Term. Provided that Lessee comply with all the reasonable and legal regulations set by Lessor, Lessor shall ensure that the activities conducted by it and its representatives, employees, agents and licensees shall neither cause or constitute a nuisance to nor otherwise disturb or interfere with Lessee's use of the Leased Property and Site. Lessee and its representatives, employees, agents, licensees and invitees shall at all times be provided with unimpaired access to the Leased Property and Site throughout the relevant Lease Term and shall be provided with conditions and access appropriate for Lessee's ongoing operations. Should Lessor intend to mortgage, use as security or otherwise dispose of the Leased Property and/or Site during the Lease Term, Lessor shall (1) guarantee that any mortgage or encumbrance shall not affect Lessee’s rights and shall not release Lessor’s obligations hereunder; and (2) indemnify Lessee for the loss and pay for the damages caused to Lessee and Lessee's research and development facilities, laboratory, production and operations arising from such mortgage, encumbrance, guarantee or other disposal.
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(b) |
Lessor shall indemnify Lessee against any cost, loss, damage or injury incurred by Lessee, caused by Lessor’s failure to fulfill in full its obligations set forth in Article 5.3(a) hereto. |
5.4Real Property and Land Use Right
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(c) |
Throughout the Lease Term, Lessor shall pay all taxes and fees for the Leased Property as required in accordance with the applicable law and regulations. |
5.6Environmental Protection Fire Prevention and Health &Safety
The Leased Property and the Site provided by Lessor shall be in compliance with all applicable laws, regulations and standards relating to environmental protection and fire prevention and the Leased Property and Site shall be approved by the relevant authorities as meeting all such applicable laws and standards. Lessor shall, at its own expense, install permanent environmental protection, fire prevention and safety facilities in the Leased Property and Site in accordance with requirements of applicable laws, regulations, and standards and ensure their normal condition and operation during the Lease Term (the necessary or normal maintenance and repair is provided in further details under Article 5.5(a)).
law and Lessor shall pay insurance costs for such policies during the Lease Term. Lessor shall provide evidence of such insurance policies being procured and maintained (i) within 1 month following the date hereof, and (ii) within 15 days ahead of the date hereof. If Lessor fails to provide evidence of such insurance policies being procured during any of the time period described above, Lessee shall be entitled to, at its own cost, procure such insurance policies and deduct from the Rent payable by Lessee pursuant to Article 3.1 hereof the insurance costs incurred by Lessee. Lessee shall procure and maintain in effect all insurance against all property risks and other insurance coverage required by applicable law and Lessee shall pay insurance costs for and maintain in effect such policies. |
Throughout the relevant Lease Term, in addition to its other obligations arising hereunder, Lessee shall perform the following:
6.1Fitting Out and Structural Changes
Lessee shall not make any structural changes to the Leased Property without the prior written consent of Lessor. Lessee shall change and fit out the Leased Property only in accordance with plans and specifications submitted to and approved by Lessor(such approval not to be unreasonably withheld or delayed); Lessor shall be deemed to have consented to any such plans and specifications received from Lessee for structural changes or fitting out of the Leased Property in writing if it has not responded to Lessee within 3 working days of Lessee’s provision of such plans and specifications to Lessor. Lessee shall undertake the quality, safety, environmental protection and other liabilities in connection with such changes described above.
Lessee shall strictly comply with the fire prevention measures and safety protection rules in accordance with laws and regulations when Lessee uses the Leased Property. Lessee shall bear the relevant responsibility in law, if Lessee does not comply with the relevant regulations and measures of fire prevention, safety protection.
6.3Rental Payment
Lessee shall pay the Rent on time, if Lessee delays the payment for more than 2 months, Lessor has the right to terminate this Contract, and Lessee shall bear the relevant responsibility in law.
7.1In addition to their other representations and warranties herein, each Party represents and warrants to the other Party that:
|
(ee) |
This Contract constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. |
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8. |
CONDITIONS OF THE LEASED PROPERTY AND SITE |
In addition to its other representations and warranties hereunder, Lessor represents and warrants to Lessee as follows:
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(gg) |
No currently existing zoning laws or other applicable laws or regulations would prevent, or limit Lessee from utilizing the Leased Property and Site as contemplated by this Contract. |
Site is free and clear of all mortgages, trust, liens, loans or other encumbrances. |
9.1Uncured Breach
|
ª |
Daily Liquidated Damages = Daily rental*2; (including the rent of Building and the rent of Additional Equipments and Facilities) |
In addition to the Lessee’s right of termination provided under Article 2.4 hereof, this Contract terminates immediately upon the occurrence of any of the following events:
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(oo) |
If either Party cannot perform this Contract due to any issues in relation to the Property Title, Lessee can terminate this Contract immediately. |
The provision of this Article 9 are without prejudice to any other rights or remedies either Party may have pursuant to other provisions of this Contract and applicable laws by reason of the default of the other Party.
This Contract shall terminate on the expiration of the Lease Term, if not terminated earlier in accordance with Article 9, or renewed in accordance with Article 2.4.
10.1Assignment
Neither Party may assign any of its rights or obligations hereunder to any other person without the express written consent of the other Party unless otherwise provided in this Contract; however, Lessee is permitted to assign this Contract to an Affiliate upon notice to Lessor.
10.2Applicable Law
The formation, validity, interpretation, execution, amendment and termination of this Contract shall be governed by the laws of China.
All disputes arising from, out of, or in connection with this Contract shall be settled through friendly consultations between the Parties. Such consultations shall begin immediately after one Party has delivered, in accordance with Article 10.8 to the other Party a written request for such consultation. If within 90 days following the date on which such notice is given the dispute cannot be settled through consultations, the dispute shall be submitted for arbitration to the China International Economic and Trade Arbitration Commission in Shenzhen in accordance with its then effective arbitration rules upon the request of either Party with notice to the other Party. The arbitral award is final and binding upon the Parties. The proceeding of arbitration shall be in Chinese. Any award hereunder shall be enforced in any court with competent jurisdiction.
During the period when a dispute is being resolved, the Parties shall in all other respects continue their performance of this Contract.
10.4Amendment and Modification of the Contract
Amendment to this Contract or its exhibits may be made only by a written agreement in Chinese and English signed by duly authorized representatives of each Party.
The invalidity of any provision of this Contract shall not affect the validity of any other provision of this Contract.
This Contract is executed both in Chinese and English in 6 original copies. Both language versions shall be equally authentic. Each Party hereto shall keep 3 original copies. In case of inconsistency between the Chinese and English of this Contract, Chinese language shall prevail.
Failure or delay on the part of any Party hereto to exercise any right, power or privilege under this Contract, or to require full performance by the other Party, shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude exercise of any other right, power on privilege.
Notices or other communications required to be given by any Party pursuant to this Contract shall be written in Chinese and may be delivered personally, by registered mail (postage prepaid) or by a recognized courier service to the address of the other Party set forth below. The dates on which notices shall be deemed to have been effectively given shall be determined as following:
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(a) |
Notices given by personal delivery shall be deemed effectively given on the date of personal delivery. |
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(b) |
Notices given by registered mail (postage prepaid) shall be deemed effectively given on receipt. |
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(c) |
Notices given by courier service shall be deemed effectively given on receipt. |
For the purpose of notices, the addresses of the Parties are as follows:
Lessor: DONGGUAN ▇▇▇▇▇▇ HI-TECH PARK CONSTRUCTION LTD.
Contact Person：▇▇. ▇▇▇▇▇▇ ▇▇▇▇
Address：South Section of ▇▇▇▇▇ ▇▇▇ Road, Shangsha Village,▇▇▇▇▇'An Town, Dongguan City, Guangdong Province, China
Telephone：▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
Fax：▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
Email： ▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Lessee: NeoPhotonics Dongguan Co., Ltd
Contact Person: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇
Address: ▇▇▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Section of ▇▇▇▇▇ ▇▇▇ Road, Shangsha Village, Zhen’an, ▇▇▇▇▇’▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Telephone: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇▇-▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇
With a copy to: NeoPhotonics (China) Co., Ltd.
Attention: Legal Department
Address: NeoPhotonics Building, No. ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ China
Either Party may at any time change its address by notice in writing delivered to the other Party in accordance with the terms hereof.
The exhibits attached hereto are hereby made an integral part of this Contract and are equally binding upon the Parties.
10.10补充协议 Supplementary Agreement
The supplement agreement entered into by the Parties on 10th day of September, 2013 (EXHIBIT 7) and the supplement agreement entered into by the Parties on 24th day of December , 2013 (EXHIBIT 8) shall continue in force.
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IN WITNESS WHEREOF, each Party has caused this Contract to be executed by its duly authorized representative on the date first set forth above with effect from 1 June 2016.
DONGGUAN ▇▇▇▇▇▇ HI-TECH PARK LTD.
Name：▇▇▇ ▇▇▇▇ Li
Title：General Manager
NeoPhotonics Dongguan Co., Ltd
By： /s/ ▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇) Chenug
Name：▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇) Chenug
Title： Senior Vice President and Chief Operating Officer
Exhibit一A：
EXHIBIT 1A: LEASED PROPERTY FLOOR PLAN （1F-5F AND ROOF）
Exhibit一B:
EXHIBIT 1B: SITE PLAN
Exhibit 2A:
EXHIBIT 2A: ADDITIONAL EQUIPMENT AND FACILITIES
(Subject to Design Floor Plan under Exhibit 2B)
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Item |
Requirement |
Remarks |
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Concrete Construction |
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B9 Concrete Construction and Retrofit |
Change the passenger and cargo lifts’ door of 1F-3F, top floor surface with waterproof slope, elevator machine room with steel door. |
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Additional Factory Facilities Room |
Used area of 172.5㎡(5m*34.5m), illumination intensity should be not less than 200lx |
Water chiller/air compressor/vacuum pump/process cooling water, the roof placed cooling towers request bearing 750KG/m2 |
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配电 Power |
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Power Supply |
1*1600KVA transformer, high and low voltage, In-coming and out-coming cabinets and measure cabinets (dual-circuits) |
Design work according to materials of low-voltage distribution cabinets provided by customers |
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High-voltage Room and Supporting Concrete Construction |
High and low voltage room concrete construction, pipeline and cable channel |
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电梯 Lifts |
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▇▇▇▇ Passenger Lifts |
▇▇▇▇ (Hangzhou) 800 kg |
Adopt stainless steel door and door set and cabin |
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▇▇▇▇ Cargo Lifts |
▇▇▇▇ (Hangzhou) 3000 kg |
Adopt stainless steel door and door set and cabin |
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Lessor Reserve Place |
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Nitrogen Station Foundation |
Area of 24㎡ |
Nitrogen storage tank, covering an area of about 16 square meters, with liquid nitrogen weighed about 17000KG total |
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Consumable Goods Warehouse |
Area of 24㎡, comply with the national safety regulations |
Shacks/B9 top storey (build by NeoPhotonics, Lessor to reserve the place) |
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Consumable Waster Warehouse |
Area of 18㎡, comply with the national safety regulations |
Shacks/B9 top storey (build by NeoPhotonics, Lessor to reserve the place) |
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ME Equipment Room |
Area of 40㎡ |
Minicomputers processing equipment Shacks/B9 top storey (build by NeoPhotonics, Lessor to reserve the place) |
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Production Equipment Spare Parts Warehouse |
Area of 40㎡ |
Shacks/B9 top storey (build by NeoPhotonics, Lessor to reserve the place) |
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Power Spare Parts/Material Warehouses |
Area of 32㎡ |
Shacks/B9 top storey (build by NeoPhotonics, Lessor to reserve the place) |
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Monitoring Center |
Area of 20㎡ |
Shacks (build by NeoPhotonics, Lessor to reserve the place) |
Exhibit 2B:
EXHIBIT 2B: DESIGN FLOOR PLAN
Location of Additional Factory Facilities Room
Design Floor Plan (1-5F)
Layout of High-voltage Room and Supporting Concrete Construction：
Layout of Additional Factory Facilities Room：
EXHIBIT 3 ：Additional Equipments & Facilities Deposit Calculation and Return Plan
|
No. |
Item |
Depreciation years |
Investment (RMB) |
Deposit (RMB) |
Deposit Return Schedule |
|
1 |
High-voltage Room and Supporting Concrete Construction |
5 |
980,000.00 |
78,400.00 |
Full returned to Lessee at 64thmonth of the Commencement Date |
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2 |
B9 Concrete Construction and Retrofit |
5 |
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3 |
Equipments Room Design Fee |
5 |
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4 |
Equipment Room (water chillers) |
5 |
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5 |
dual-circuits 1*1600KVA transformer, high and low voltage, Incoming and outcoming cabinets and measure cabinets |
8 |
2,100,000.00 |
168,000.00 |
Full returned to Lessee at 100th month of the Commencement Date |
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6 |
Passenger Lift:800kg |
8 |
450,000.00 |
36,000.00 |
|
7 |
Cargo Lift： 3000kg |
EXHIBIT 4: LEASED PROPERTY HANDOVER CONDITION
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Item |
B9 workshop project |
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Main structure acceptance |
Factory Facilities Acceptance Criteria |
remarks |
Actual construction delivery |
Confirm |
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Main structure |
Without leakage |
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Doors and windows |
Without leakage and damage |
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power distribution house acceptance |
Acceptance Criteria |
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Doors and windows |
should be open outwardly, preventing small animals measures should be integrated |
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Lighting |
illumination intensity should be not less than 250lx , accord with fireproof requirements, and the sign is obvious |
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卫生环境 Hygiene environment |
无杂物，进出线孔洞应封堵完好 Without sundry, cavern should plugging intact |
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高压柜 high-voltage cabinet |
安装端正，牢固，柜门及隔板封闭良好Install decently and firm, cabinet door and clapboard are well closed |
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低压柜 low voltage cabinet |
配备绝缘板 Equipped with insulation board |
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发动机自动互锁转化柜 Automatic engine interlock transformation ark |
动作准确 Movements accurately |
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电力供应 Power supply |
采用双回路供电 dual-circuits power supply |
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电缆、保护、变压器电气设备及柴油发电机 Cable, protection, transformer electrical equipment and diesel generator |
出厂测试，安装合格检验验收报告齐全 The factory test and install inspection report are complete. |
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power distribution house acceptance |
Acceptance Criteria |
Actual construction delivery |
Confirm |
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Lighting |
Illumination intensity should be not less than 200lx, should be installed one or more power socket |
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ventilation |
Stale air shall not be discharged into room |
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Related material |
Architectural layout, manufactured products quality certificate and lock device, speed device, safety clamp and buffer type test certificate copy |
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Fire control system acceptance |
Acceptance Criteria |
remarks |
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Related material |
Provide fire control system design, the examination and approval, the completion acceptance certificate materials |
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Remarks：
|
1. |
The afore-described conditions will be subject to the construction drawings that shall be confirmed by the Parties; |
|
2. |
The afore-described conditions may be subject to certain change or adjustment in accordance with the actual situation, and any such change or adjustment shall be subject to Parties’ mutual agreement. |
EXHIBIT 5: REAL ESTATE CERTIFICATES
State-owned Land Use Certificate
Construction Land Planning Permit
Construction Engineering Planning Permit of B9
Final Acceptance of Construction of B9
EXHIBIT 6：Monthly Rent Payment Plan of Additional Equipment and Facilities
（96 months from 13th day of May, 2011）
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#of Month |
Total Amount of Payment Monthly |
#of Month |
Total Amount of Payment Monthly |
#of Month |
Amount of Payment Monthly |
||
|
1 |
65,093.67 |
33 |
57,581.64 |
65 |
32,789.92 | ||
|
2 |
64,849.67 |
34 |
57,337.04 |
66 |
32,639.13 | ||
|
3 |
64,605.67 |
35 |
57,091.43 |
67 |
32,487.34 | ||
|
4 |
64,361.66 |
36 |
56,845.82 |
68 |
32,336.56 | ||
|
5 |
64,117.66 |
37 |
56,601.22 |
69 |
32,184.77 | ||
|
6 |
63,873.65 |
38 |
56,355.62 |
70 |
32,032.99 | ||
|
7 |
63,629.65 |
39 |
56,111.00 |
71 |
31,882.20 | ||
|
8 |
63,385.65 |
40 |
55,865.40 |
72 |
31,730.41 | ||
|
9 |
63,141.64 |
41 |
55,620.79 |
73 |
31,579.63 | ||
|
10 |
62,897.64 |
42 |
55,375.19 |
74 |
31,427.84 | ||
|
11 |
62,653.64 |
43 |
55,129.58 |
75 |
31,276.05 | ||
|
12 |
62,409.63 |
44 |
54,884.97 |
76 |
31,125.27 | ||
|
13 |
62,165.63 |
45 |
54,639.37 |
77 |
30,973.48 | ||
|
14 |
61,921.62 |
46 |
54,394.77 |
78 |
30,822.70 | ||
|
15 |
61,677.62 |
47 |
54,149.15 |
79 |
30,670.91 | ||
|
16 |
61,433.62 |
48 |
53,903.55 |
80 |
30,520.12 | ||
|
17 |
61,189.61 |
49 |
53,658.95 |
81 |
30,368.34 | ||
|
18 |
60,945.61 |
50 |
53,413.34 |
82 |
30,216.55 | ||
|
19 |
60,701.61 |
51 |
53,168.73 |
83 |
30,065.77 | ||
|
20 |
60,457.60 |
52 |
52,923.12 |
84 |
29,913.98 |
|
21 |
60,213.60 |
53 |
52,677.52 |
85 |
29,763.19 | ||
|
22 |
59,969.60 |
54 |
52,432.92 |
86 |
29,611.41 | ||
|
23 |
59,725.59 |
55 |
52,187.30 |
87 |
29,459.63 | ||
|
24 |
59,481.59 |
56 |
51,942.70 |
88 |
29,308.83 | ||
|
25 |
59,237.58 |
57 |
51,697.10 |
89 |
29,157.05 | ||
|
26 |
58,993.58 |
58 |
51,451.49 |
90 |
29,006.26 | ||
|
27 |
58,749.58 |
59 |
51,206.88 |
91 |
28,854.48 | ||
|
28 |
58,505.57 |
60 |
50,961.27 |
92 |
28,702.69 | ||
|
29 |
77,592.07 |
61 |
33,396.06 |
93 |
28,551.90 | ||
|
30 |
58,317.47 |
62 |
33,244.28 |
94 |
28,400.12 | ||
|
31 |
58,071.85 |
63 |
33,093.49 |
95 |
28,249.34 | ||
|
32 |
57,827.25 |
64 |
32,941.70 |
96 |
28,097.54 |
注明：
1. 以上所指附属设备及设施与附录三所述的附属设备及设施的内容一致
2. 以上表格中列出的各期（月）租金金额已经含附属设备设施的本金、利息和所有税金。
3. 涉及到中国人民银行利率的调整，针对附属设备及设施部分的，经双方书面确认后，参照银行利率调整的惯例实施。
4、涉及到当地政府税率政策的调整，针对附属设备及设施部分的，经双方书面确认后，遵照政府相关规定实施。
EXHIBIT 7
