Gas Station Lease Agreement
Unofficial
Translation
Exhibit
10.35
Party
A: Shaanxi Highway Service Co. Ltd.
Party
B: Xi’an Baorun Industrial Development Co., Ltd.
This
contract is made by and between Party A and Party B based on the principle of
equality, mutual benefits and good faith discussion and pursuant to Contract Law
of the People's Republic of China. The two parties agreed the
following:
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1.
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Party
A agrees to lease 4 gas stations to Party B for operation. Two of them are
located in Xihan Highway (from Xi’an to Hanzhong city) Yang County area
and take 2200㎡, have
5×100=500m3
storage capacity and 4×4 refueler
respectively; and two of them are located in Xiyu Highway Cheng County
area, take 2000㎡, have
5×100=500m3
storage capacity, and 6×2 refueler
respectively.
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2.
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The
lease term is fifteen years (from June 1, 2008 to May 31,
2023).
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3.
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The
annual rent for each gas station is three million Yuan including the land
use right, buildings, other facilities and operating
right.
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4.
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Party
A shall deliver relative documents or licenses to Party B in one week
after signing the Agreement. Party B shall pay off the rent for five-year
in two months after receiving all of the required documents. Party B shall
pay the rent every five years till the termination of this
Agreement.
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5.
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Party
A has the ownership of the gas stations and Party B shall own the income
during the operation. Without the approval of Party B, Party A shall not
transfer, re-lease or pledge these four gas stations to any third party.
Party B has the priority leasing and purchasing rights for the four gas
stations.
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6.
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During
the term of the Agreement, Party A shall be responsible for handling all
kinds of outside relations to provide Party B favorable operation
conditions. If Party B cannot conduct the normal operation for the reason
of Party A, Party A shall indemnify Party B for all loss and damages for
this.
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7.
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Party
B shall operate the gas stations independently, be responsible for its own
profits and losses and pay the tax upon relative
regulations.
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8.
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During
the term of this Agreement, Party B’s modification or expansion of the gas
stations is subjected to Party A’s approval. Party A shall bear the
expenses. After the Agreement expires, Party A may dispose the facilities
purchased by it.
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9.
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Party
A shall undertake the debts before Party B’s operation and Party B shall
bear the debts after operating the gas
stations.
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10.
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During
this Agreement, if Party B cannot operate the gas stations for the reason
of public policy Party A shall refund the unexpended portion that Party B
has paid to Party B.
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11.
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If
this Agreement expires and Party B has no intent to renew Party B shall
deliver all of the documents and licenses to Party A in thirty
days.
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12.
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If
there are any matters not covered by this Agreement, parties hereto may
negotiate it in an amendment. The amendment to this Agreement has the same
validity as this Agreement.
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13.
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The
Agreement is in duplicate and each Party shall hold one copy. The
Agreement is effective upon signing by the two parties
hereto.
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Party A:
Shaanxi Highway Service Co. Ltd. (Seal)
(By legal
representative): /s/
Party B:
Xi’an Baorun Industrial Development Co., Ltd. (Seal)
(By legal
representative): /s/
Dated:
May 20, 2008
