Lease Contract of Premises
Lease
Contract of Premises
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Xxxxxx:
Tianjin Milk Goat Dairy Co., Ltd.
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Lessee:
Tianjin Yayi Industrial Co., Ltd.
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Business
license No.: 120193000005194
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Business
license No.: 120193000003231
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Address:
0-0-000, Xxxxxx Technology Park,
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Address:
C Xxxx, 0xx
xxxxx, X0, Xxxxxx
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Huayuan
Industrial Park
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Technology
Park, Huayuan Industrial Park
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Postal
code: 300384
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Postal
code: 300384
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Tel:
00000000
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Tel:
00000000
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In
accordance with related laws and regulations, both parties have reached
agreement on the following:
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1.
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The
premises to be leased
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The
xxxxxx leases a leasehold with a total area of about 30,165 square meters to
the
lessee, including a three-story building of milk powder and milk tablet
workshops with an area of 13,365 square meters, a two-story building of liquid
milk workshop with an area of 6,360 square meters, and a three-story building
of
warehouses with an area of 10,440 square meters.
The
function of the leasehold is to be used as workshops and warehouses, all of
which will be leased to the lessee for use. If the lessee needs to change the
function, it must have the xxxxxx’x written consent. All the procedures required
for changing the function should be covered by the lessee as per related
regulation of the government. All expenses required for changing the function
should be paid by the lessee.
The
leasehold is leased as a whole, which the lessee should manage on its own.
The
premises and warehouse involved should be constructed in accordance with the
standards requested by the lessee.
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2.
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Lease
term
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The
lease
term is 21 years, starting from September 1, 2008 till August 30,
2029.
Twelve
months before the end of the term, with the lessee’s proposal and the xxxxxx’x
consent, both parties will sign a new lease contract about the leasehold. Under
the same leasing conditions, the lessee has the priority.
During
the construction, the lessee has the right to stop the construction action
which
is not up to the requirement of the attachment. Only after the xxxxxx has
corrected its action according to the construction standard stated in the
attachment of the contract, can the construction be resumed. The loss brought
by
the delay should be undertaken by the xxxxxx. Meanwhile, the xxxxxx should
follow related laws, regulations and the construction industry requirement
of
People’s Republic of China. Party A should strictly follow the charts provided
by party B to construct. The charts will be attachment of this
agreement.
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3.
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Transfer
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Within
10
months after the contract is effective, the xxxxxx should transfer the leasehold
to the lessee for use as it is, and the lessee agrees to rent the leasehold
and
facilities as they are. During the transfer, both parties should make a list
and
sign on the list to confirm the condition of basic facilities. Photographs
can
be attached. For those transferred by installation, they should be confirmed
at
each installation.
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4.
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Lease
expense
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Rent
security
As
the
xxxxxx has promised not to raise the lease price of the completely new premises,
which are
built
as
per the lessee’s requirement in the contract, within three years, the xxxxxx
needs to prepay the security.
The
amount of the security under this contract is twice the amount of the rent
of
the first season, which is RMB4,404,000.00.
(In
Chinese characters: RMB4,404,000.00)
Rent
From
the
first year to the third year, the rent is RMB0.8 per day per square meter,
which
is the basic rent. From the forth year, the annual increase of the rent should
not exceed 10% of the basic rent. From the third year on, additional agreement
should be signed on each last month of a year about the annual rent of the
next
year.
House-Keeping
Administration Expense
The
house-keeping administration fee is RMB1.00 per month per square
meter.
Power
Supply Volume Increasing Expense
The
procedures to increase the volume of power supply should be covered by the
xxxxxx, while all the expenses (subject to the actual expenses) caused by
increasing the volume of power supply should be undertaken by the
lessee.
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5.
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Rent
Payment
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Before
signing this contract, the lessee should pay part of the rent security, which
is
RMB2,000,000.00 to the xxxxxx, and the balance of the rent security should
be
paid off at one time before September 1, 2008. By the end of the lease term,
within 60 days after the lessee has paid off all the rent, house-keeping
administration expense and all the expenses caused by the lease action, and
after the lessee has returned all the leasehold according to the contract,
the
xxxxxx will return the rent security to the lessee unconditionally.
The
lessee should pay for the monthly rent on or before the 3rd
of each
month by remitting the rent to the account number appointed by the xxxxxx,
or by
other payment term agreed by both parties in written form.
Accounting
Opening Bank of the Xxxxxx: ___________________
Account
number: ______________________________________
If
the
lessee pays the rent late, it should pay for late fee to the xxxxxx, with the
amount of: the number of days delayed times 3% of the rent payable.
The
lessee should pay to the xxxxxx for the house-keeping administration fee on
or
before the 3rd
of each
month or as stated in Clause4.3. If the house-keeping administration fee is
paid
late, the lessee should pay for late fee to the xxxxxx with the amount of the
number of days delayed times 3% of the house-keeping administration fee
payable.
After
the
contract is effective, the xxxxxx should start to cover procedures related
to
increasing the volume of power supply. The expense caused by increasing the
volume of power supply, including but not limited to increasing the volume,
should be undertaken by the lessee. The lessee should pay to the xxxxxx for
the
related expenses during the procedure-covering period.
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6.
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Transfer
of Leasehold
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During
the lease term, if the xxxxxx transfers part of or all of the property rights
of
the leasehold, the xxxxxx should make sure that the receiver of the property
rights will continue to implement the contract. Under the same condition, the
lessee has the priority to purchase the leasehold.
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7.
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Maintenance
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During
the lease term, the lessee has exclusive right of use to the facilities of
the
leasehold. The lessee should be responsible for the maintenance and annual
survey of the facilities, and should ensure that by the end of the contract
term, the facilities can be returned to the xxxxxx in a reliable condition
together with the leasehold. The xxxxxx has the right to inspect and supervise
on its condition.
The
lessee is responsible for properly using and maintaining the leasehold and
the
facilities. The lessee should clear all the malfunctions and risks in time,
so
as to avoid possibilities to cause accidents.
During
the lease term, the lessee should take good care of the leasehold. If the
leasehold is damaged because of the lessee’s misuse, the lessee should be
responsible for the repair and undertake the expense.
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8.
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Fire-Control
Security
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During
the lease term, the lessee must strictly follow the Fire-Control Sanction of
the
People’s Republic of China and related systems, and actively assist the xxxxxx
to do fire-control well. Otherwise, all the consequent responsibilities and
loss
should be undertaken by the lessee.
The
lessee should follow related regulation to set fire-distinguisher in the
leasehold. It is forbidden to use the fire-control devices in the building
for
other function.
If
Class
A temporary fire-using action (including electric welding, hot-gas welding
and
so on) has to be taken for maintenance or repair in the leasehold, it must
be
approved by the government authority in charge of fire-control.
The
lessee should follow the related regulations of fire-control authority be fully
responsible for the fire-control security. The xxxxxx has the right to inspect
on the fire-control security of the leasehold within a reasonable period agreed
by both parties, but it should notice the lessee in written form in advance.
The
lessee should not refuse without a good reason nor delay to agree.
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9.
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Insurance
Duty
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Within
the lease term, the lessee is responsible for purchasing the insurance for
the
leasehold, the insurance for the xxxxxx’x property and other necessary insurance
(including liability insurance). If the lessee has not purchased the foregoing
insurance, it should undertake all consequent compensation and
liabilities.
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10.
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House-Keeping
Administration
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When
the
lease term is over or the contract is terminated, the lessee should clean the
leasehold, finish the moving and return the leasehold to the xxxxxx right on
the
day that the lease term is over or the contract is terminated. If the lessee
has
not cleaned the odds and ends when it returns the leasehold, the expense caused
by the xxxxxx’x cleaning the odds and ends should be undertaken by the
lessee.
The
lessee must follow laws of the People’s Republic of China, regulations of
Tianjin City and the xxxxxx’x regulations about the house-keeping administration
of the leasehold. If the lessee violates the above, it should undertake
corresponding liabilities. If the lessee’s violation of the above regulations
has influenced the surrounding clients’ normal operation, the consequent loss
should be compensated by the lessee.
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11.
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Decoration
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Within
the lease term, if the lessee will conduct decoration or modification to the
leasehold, it must submit the design plan of the decoration or modification
to
the xxxxxx and get the xxxxxx’x approval. Meanwhile, the lessee must report to
related government authority for approval. If the
plan
of
the decoration or modification may influence the public part or other neighbors,
the xxxxxx may raise objection to that part of the plan, and the lessee should
modify that part. The modification and decoration expense should be undertaken
by the lessee.
If
the
lessee’s decoration or modification plan may influence the main structure of the
leasehold, the construction of can only proceed with written consent of the
xxxxxx and the original designer.
Additional
attachment brought by the decoration or modification belongs to the xxxxxx.
The
lessee has no right to claim rights on the additional attachment nor to request
for compensation from the xxxxxx.
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12.
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Sublet
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Only
with
the xxxxxx’x written consent can the lessee sublet part of the leasehold, but
the lessee should be responsible for the administration of the sublet part,
including collecting rent from the sub-lessee. The duties and rights of party
A
and B under this contract will not be changed because of the
subletting.
If
there
is any subletting, the lessee must follow the following clauses:
1]
The
subletting term must not exceed the lease term;
2]
The
function of the sublet leasehold must not exceed the function stated in
Clause1;
3]
It
should be clearly stated in the subletting agreement by the lessee that if
the
lessee terminates the contract, the subletting agreement should end at the
same
time.
4]
The
lessee must request the sub-lessee to sign a letter of promise to promise that
it agrees to implement the regulation related to subletting in the contract
signed by the lessee and the xxxxxx, and to promise that it will undertake
joint
liability for implementing the contract together with the lessee. When the
lessee terminates the contract, the subletting agreement will end at the same
time, and the sub-lessee will move out of the leasehold unconditionally. The
lessee should submit the letter of promise, signed by the sub-lessee, to the
xxxxxx for its record within days after the subletting agreement is
signed.
5]
No
matter the lessee terminates the contract or not, the lessee is responsible
for
all consequent dispute brought by the subletting.
6]
The
lessee should be responsible for the taxes and expenses caused by the
subletting.
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13.
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Termination
of the Contract
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Within
the lease term, if the lessee owes the xxxxxx rent or house-keeping
administration fee for more than one month, and if within five days after the
xxxxxx has informed the lessee to pay for the payables in written form, the
lessee still fails to pay the payables, the xxxxxx has the right to stop the
lessee from using the facilities in the leasehold. The lessee should undertake
all the consequent loss (including but not limited to the loss of the lessee
and
the sub-lessee).
If
the
lessee owes the xxxxxx rent or house-keeping administration fee for more than
three months, the xxxxxx has the right to terminate the contract and follow
Clause13.2 to implement. From the day that the xxxxxx informs the lessee
(including the sub-lessee) in written form such as fax or correspondence, the
contract automatically ends. The xxxxxx has the right to retain the lessee’s
property (including the sub-lessee’s property) in the leasehold, and to sell by
auction to pay for all the expenses that the lessee should pay for the lease
till five days after the xxxxxx sends a written notice on termination of the
contract.
Without
the xxxxxx’x written consent, the lessee must not terminate the contract. If the
lessee really needs to terminate the contract, it must inform the xxxxxx two
month in advance and finish
the
following procedures before terminating the contract:
1]
To
return the leasehold to the xxxxxx;
2]
To pay
off the rent of the lease term and other expenses caused by the
contract;
3]
To pay
twice amount of the monthly rent to the xxxxxx for compensation on or before
the
last day before the termination date of the contract. Within five days after
the
lessee has implemented the foregoing duties, the xxxxxx should return the rent
security to the lessee without any interest.
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14.
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Clause
of Impunity
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If
due to
the modification of the government’s laws and regulations upon the leasing
behavior or due to local government’s action that the xxxxxx can not implement
the contract, the Clause14.2 should be followed.
Whenever
any serious natural disaster, war or other unforeseeable or irresistible force
occurs, which has caused either party’s failure to implement the contract, the
party that has encountered the foregoing irresistible force should notice the
other party through mail or fax within 30 days, and provide details of the
irresistible force and the certifying document as the reason why the contract
can not be implemented completely or partially, or why the contract needs
extending. The certifying document should be issued by local notarization
authority of the place when the irresistible force occurred. If such certifying
document can not be got, other powerful certification should be provided. The
party which has suffered the irresistible force will therefore be
exempted.
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15.
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End
of the Contract
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If
by the
termination or the end of the contract, party A and B have not reached agreement
for extension, the lessee should move out of the leasehold on the terminating
or
ending day, and return the leasehold to the xxxxxx. If the lessee does not
move
out or does not return the leasehold, it should pay to the xxxxxx double rent,
but the xxxxxx has the right to notice the lessee in written form that it won’t
accept double rent, and has the right to withdraw the leasehold, and move things
in the field of the leasehold out of it. In addition, the xxxxxx is not
responsible for keeping the things.
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16.
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Advertisement
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If
the
lessee needs to set advertising board on the body of the leasehold building,
it
must follow regulations of the government to cover related procedures and submit
to the xxxxxx for record.
If
the
lessee needs to set advertising board on the surrounding of the leasehold
building, it should get the xxxxxx’x written consent and follow related
governmental regulation to implement.
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17.
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Related
Taxes
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On
the
basis of related regulations of Chinese government and the local government,
the
stamp tax, registration fee, lawyer witness fee and other related taxes should
be undertaken by the xxxxxx and the lessee as per related regulations. The
xxxxxx should be responsible for the related registration
procedures.
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18.
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Notice
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All
the
notices delivered on the basis of the requirement of the contract, the
correspondences between the xxxxxx and the lessee, and the notices and requests
related to the contract must be sent in written form; as long as a mail or
fax
from one party to the other has been sent, or seven days after the delivery
expense has been paid for a registered mail, which is sent to the address stated
on the first page of the contract and the receiver of which is the other party,
the mail, fax and registered mail will be regarded as received.
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19.
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Settlement
of Dispute
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If
any
dispute arises, it should be settled through negotiation between the two
parties; or it can be
settled
by the people’s court at the place where the fixed assets are through
lawsuit.
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20.
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Other
Clauses
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If
there
is anything not settled, it may be settled by an additional agreement signed
by
both parties after negotiation.
There
should be four copies of the contract, with each of party A and B holding
two.
The
contract is effective after both parties have signed and stamped on it, and
after the xxxxxx has received the rent security for the first term paid by
the
lessee.
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Xxxxxx
(stamp): (stamp)
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Lessee
(stamp): (stamp)
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Authorized
Representative (signature): ______
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Authorized
Representative (signature): _______
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Signing
Date: January 15, 2007
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Signing
Date: January 15, 2007
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