House Lease Contract Shanghai Guilin Industry Co., Ltd. House Lease Contract
Exhibit
10.23
Shanghai
Guilin Industry Co., Ltd.
1
SN:
GK-023
Xxxxxx: Shanghai Guilin Industry Co.,
Ltd.
(hereinafter
referred to as "Party A")
Legal
Address: Xxxx 000,
0xx Xxxxx, Xx.
000 of Guiping Road, Xuhui District,
Shanghai.
Legal
Representative: Xx Xxxxxxxx
Duty: Chairman of
the BoardTel.: 64708353
Leasee:
Cellular
Biomedicine (Shanghai) Co., Ltd.
(Hereinafter
referred to as "Party B")
Legal
Address: 6th Floor, Building No. 1, No. 333 of Guiping Road, Xuhui
District, Shanghai
Legal
Representative: Liu Bizuo
Duty:
CEO
Tel:
00000000
In
accordance with the Contract Law
of the People's Republic of China, Regulations of Shanghai Municipality on House
Leasing and other relevant laws and regulations, Party A and
Party B conclude the Contract with regard to the matters about
Party B's leasing of the House (hereinafter referred to as
"Property for Lease") that Party A can rent out legally in the
principles of good faith and mutual benefits and
interests.
I.
Location,
Area, Facilities and Purpose of the Property for Lease
(I)
Location:
6th Floor, Building
No. 1, No.
333 of Guiping Road, Xuhui District,
Shanghai.
(II)
Area: xxxxxxxx xxxx
xx 0000
x0.
(III)
Facilities:
relevant auxiliary facilities (see details in Hand-over
List).
(IV)
Purpose: purpose of
property leased by Party B for business and R&D(Planning
documents approved by the government shall
prevail).
II.
Lease
Term, Hand-over Date and Renewal of Lease
(I)
The lease term in
the Contract is two
years from December 1,
2018 to November
30, 2020. Party B enjoys the priority for leasing under the
same conditions after the Contract expires and the price shall be
otherwise agreed upon.
(II)
Party A and Party B
hand over the property and sign the Hand-over Confirmation Letter
in accordance with status quo of the Property for Lease. The
hand-over time isMMDDYY. If Party B has not
signed the Hand-over Confirmation Letter at that time, both Parties
will be deemed to confirm the hand-over in accordance with status
quo of the Property for Lease. (excluding the circumstance under
which the delivery of Property for Lease is delayed due to Party
A).
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(III)
Party B shall
return the Property for Lease on time when the Contract expires or
terminates in accordance with laws. If Party B renews the lease
when the Contract expires, Party B shall apply for renewal of lease
in writing 90 days
in advance before the Contract expires. If the area of the Property
for lease is more than 3000 m2, Party B shall apply
for renewal of lease in writing 180 days in advance before the
Contract expires (Party B enjoys the priority for leasing under the
same conditions).
Party A
shall answer Party B in writing about whether it agrees the renewal
of lease or not within 30 days after receipt of the written
application from Party B. If Party A agrees that Party B renews the
lease, both Parties shall resign the Lease Contract upon agreement
through negotiation within 30 days. If both Parties cannot reach an
agreement and resign the contract for renewal of the lease within
30 days, Party A has the right to withdraw the Property for Lease
when the lease term expires.
III.
Rent,
Deposit, Property Management Fee and Payment Mode
(I)
Rent,
Deposit
1.
Payment Principles
of Rent and Deposit: paid before use; "three months' deposit and
one month's rent".
(1)
The settlement
period of the rent between both Parties is three natural months;
Party B shall pay the rent of the first period within 10 working
days after the Contract comes into force and pay the rent for the
very period within 3 working days after receipt of the valid
invoice for the rent of Party A thereafter.
(2)
Party B shall pay
the lease deposit of XXX 000000 at the same time while
paying the rent for the first period of three months (the lease
deposit of Party B transferred in from the Contract of last period
shall be deemed as performance guarantee). When the lease
relationship terminates, Party A shall return the deposit
(including the deposit balance when the overdue rent, expenses for
water, electricity, etc. of Party B are deducted) it received to
Party B with no interests within 10 working days after Party B
returns the Property for Lease to Party A, completes the hand-over
work and settles all the expenses for water, electricity,
communication, cancellation or change its domicile and take the
Property for Lease as its domicile (if any) and deals with all the
matters.
(3)
During the lease
period, Party B shall not use the lease deposit to set off the rent
for the Property for Lease and property management
fees.
(4)
Party A shall issue
a receipt after receiving the deposit paid by Party B. If the rent
increases during the Lease Term, the deposit shall increase too at
the same time and Party B shall complement the deposit amount
calculated in accordance with the increased rent within a month
since the day when the rent increases.
2.
Rent Standards and
Payment Mode
(1)
The rent is
calculated in accordance with the contract area, which is RMB
4.6/m2 per day. The rent is
XXX 000000 for each
month, XXX 000000
for each quarter and 1998000 for each year (in
words: RMB ONE MILLION
NINE HUNDRED AND NINTY EIGHT THOUSAND).
(2)
Payment Mode of the
Rent: the rent for the very period (totally three months) shall be
paid off by Party B before 10th of the first month of each period,
the rent for the second and later periods shall be paid also in
such a way until the Contract Term expires. The rent is settled
through bank transfer or by cheque. If the payment of Party B
delays, Party B shall pay overdue fines and the overdue fine is
0.5‰ of the total amount of overdue rent each
day.
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(II)
Property
Management Fees and Payment Mode
1.
The payment and
receipt of the Property Management Fees and other expenses shall be
agreed upon by the property management companies designated by
Party A and Party B in the Property Management
Agreement.
2.
Problems that occur
during the performance of the Property Management Agreement by the
property management companies shall be subject to the coordination,
regulation and mediation of Party A.
IV.
Rights
and Obligations of Both Parties
(I)
Rights
and Obligations of Party A
1.
Party A guarantees
that it has the right to lease the Property for Lease and ensures
that Party B can use the Property for Lease safely during the Lease
Term and that it will not interfere with the normal operating
activities of Party B.
2.
Party A shall
provide assistance and relevant materials (subject to Party A's
possession) to Party B when Party B go through the procedures by
itself for the application of all kinds of licenses required fort
the operation.
3.
If Party A changes
the obligee of the Property for Lease due to sale, transfer and
other reasons during the lease term, it shall guarantee that the
right of Party B to use the Property for Lease survives and assist
Party B to complete relevant procedures.
4.
Party A enjoys the
right to charge the expenses for rent, water, electricity and
communication, etc. as agreed. If Party B fails to pay relevant
expenses in full amount on schedule, Party A is entitled to collect
overdue fines of 0.5‰ of the overdue amount each
day
5.
Party A shall enjoy
or perform other rights and obligations as agreed in the Contract
or stipulated by laws and regulations.
(II)
Rights
and Obligations of Party B
1.
Party B guarantees
to use the Property for Lease, operate legally and pay all kinds of
operating and management fees incurred after leasing the Property
for Lease in accordance with laws as agreed or pursuant to relevant
policies and regulations.
2.
Party B shall not
sublease or transfer the Property for Lease (unless the prior
written consent of Party A is obtained), change the use subject
agreed by both Parties and use any asset in the Property for Lease
for mortgage or guarantee. Party B ensures that the decoration and
ornamental properties in the Property for Lease are free from any
right of the third party.
3.
Party B's
transformation or decoration within the scope of the Property for
Lease shall comply with laws, regulations and policies and be
subject to the regulation of relevant government departments. The
decoration plan of Party B shall be subject to the prior written
consent of Party A.
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4.
Party B shall bear
the obligations for the daily maintenance and guard of the Property
for Lease and ensure that the environment in the Property for Lease
complies with the requirements for environmental protection, public
security and fire protection, etc. Party A shall be responsible for
the repair of natural damage of the structure and outer wall and
roof of the Property for Lease under the Contract and Party B shall
be liable for the repair of other parts and any part transformed or
decorated by Party B of the Property for Lease.
5.
Party A shall enjoy
or perform other rights and obligations as agreed in the Contract
or stipulated by laws and regulations.
V.
Return
of Property for Lease
(I)
Party B is liable
to restore the Property for Lease into its original state
(excluding reasonable wear and tear) in accordance with the
standards for the hand-over of Property for Lease listed in the
Hand-over Confirmation Letter agreed in the Contract when the
Contract is terminated or expires. Only after Party A inspects and
accepts the Property for Lease after it is returned by Party B can
Party B go through the procedures for canceling of the lease.
Otherwise, Party A has the right to restore the Property for Lease
into its original state and deduct relevant expenses from the lease
deposit; if the lease deposit is not enough to set off relevant
expenses, Party A has the right to recourse for such
expenses.
(II)
If Party B hopes
not to restore the Property for Lease into its original state and
return the Property for Lease with the added or transformed
decoration and auxiliary facilities reserved, Party B shall apply
in writing to Party A 30 days in advance before the Contract
expires. If Party A agrees that Party B needs not to restore the
Property for Lease into its original state, the ornaments and
decoration formed by Party B's investment shall belong to Party A
for free. Party B agrees that the movable properties of Party B
which cannot be moved out within 10 days after the Contract between
both Parties expires or is terminated legally shall be owned by
Party A for free, excluding the properties on which Party A
exercises the right of lien. And Party B shall provide complete
drawings, fire protection acceptance certificate, quality guarantee
certificate, operation instruction with regard to all the left
decoration and auxiliary facilities.
(III)
If Party B has not
paid off relevant expenses when the Property for Lease is returned
upon release or termination of the Contract and any economic loss
is incurred to Party A due to Party B, Party A is entitled to
deduct relevant expenses from the lease deposit with the left
amount being returned to Party B with no interests. If the lease
deposit is not enough to set off relevant expenses, Party A has the
right to recourse for such expenses.
(IV)
When the Contract
is released or terminated and if Party B has ever taken the
Property for Lease as the registration address, Party B shall
complete the procedures for the change of registration address
before the Contract is released or terminated. If Party B has not
completed the procedures for change within 15 working days after
the Contract is released or terminated, the lease deposit will not
be returned, unless both Parties reach an agreement through
negotiation and Party A agrees that Party B keeps the registration
address.
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(V)
Party B shall
return the Property for Lease within 5 working days from the day
when the Contract expires or is terminated in advance for any
reason and if Party B fails to return the Property for Lease on
schedule without the consent of Party B, Party B shall pay the use
fee of 2 times rent to Party A during the period when it occupies
the Property for Lease for each overdue day, unless Party A agrees
that Party B renew the lease and sign the renewal contract. If
Party B cancels the Contract in advance, the deposit will not be
returned.
(VI)
Party B agrees that
if Party B fails to perform the obligations to restore the Property
for Lease into its original state and return the Property for Lease
with more than 5 working days overdue, Party A has the right to
enter into the Property for Lease by itself through written
notification to Party B 5 working days in advance; at the same
time, Party B is deemed as giving up by itself the ownership or use
right of the decoration, facilities, equipment and other items
which are dismantled or removed within the Property for Lease,
including the equipment and items which are deemed to belong to
Party B (whether belong to Party B or the third party); Party A is
entitled to dispose on its own and any legal right involving the
third party shall be compensated by Party B. The expenses of Party
A to restore the Property for Lease into its original state on
behalf of Party B shall be undertaken by Party B. The Property for
Lease shall be deemed as returned to Party A when Party A enters
into the Property for Lease.
VI.
Special
Agreement Between Both Parties
(I)
Both Parties agree
that Party B shall register this Property for Lease as the address
of its Company within 90 days after the Contract comes into force.
The taxes of the Company registering this Property for Lease as its
address shall be collected within the scope of Huajing County,
Xuhui District and meeting the annual tax contribution requirements
per unit of the lease area (specific information can be seen in the
Attachments). If the taxes have not met the annual tax contribution
requirements of the place where it is registered, Party A has the
right to collect at least another 10% rent on the basis of the rent
of last year. If Party B meets the tax requirements, Party A can
coordinate and apply to the government for preferential financial
supports for Party B.
(II)
Both Parties agree
that the lease invoice under the Contract shall be issued by Party
A and the payment shall be made into the bank account issued by
Party A.
(III)
Party B shall
purchase insurance for properties in the Property for Lease and
other necessary insurances within the Valid Term of the Contract.
Losses or risk responsibilities incurred during the use of Property
for Lease without buying insurance shall be undertaken by the using
party.
(IV)
Party A provides
the electricity with a upper limit of 120 KVA
needed by Party B. Party B shall undertake relevant electricity
expenses with regard to the electricity consumption amount and in
accordance with the electricity price calculated by the property
management company of the building. Party B shall propose an
application to increase electricity needs and it can use such
increased electricity only with the approval of Party A. Party B
shall undertake all the expenses to increase the
capacitance.
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(V)
Party A shall
install independent meters to measure water and electricity for
Party B; if the water and electricity interfaces are connected to
the floor of the Property for Lease, Party A does not undertake
relevant responsibilities if measures to stop the use of water and
electricity are taken in case of peak of use of water and
electricity or without prior notification by relevant departments
and Party B is influenced by such measures.
(VI)
All the parking
spaces of Party A shall all be managed with fees charged. (See
details in Property Management Agreement).
(VII)
If Party B needs to
set up a advertisement board on the building of the Property for
Lease, it shall obtain the written consent of Party A and submit to
Party A for filing after completing relevant approval procedures in
accordance with relevant stipulations of the
government.
(VIII)
Both Parties must
sign the Agreement for Fire Protection, Safe Manufacturing and
Operation Responsibilities while performing the Contract, the
specific rights and obligations of such agreement shall be
concluded independently.
VII.
Conditions
for Release of the Contract
(I)
Both Parties agree
that any of the following circumstances shall be deemed as a force
majeure within the lease term. At that time, the Contract shall
terminate naturally and both Parties undertake no responsibilities
to each other, but Party A shall provide relevant documents and
notify Party B in a timely manner:
1.
The use right of
the land within the occupation scope of the Property for Lease is
taken back by the government.
2.
The Property for
Lease is expropriated in accordance with laws for social public
interests.
3.
The Property for
Lease needs to be included in the demolition permit scope due to
city construction.
4.
Both Parties agree
the serious natural disasters such as earthquake, fire disaster,
typhoon and government actions occur during the Contract Term which
cause that both Parties cannot realize the contract purpose shall
be deemed as force majures.
(II)
Both Parties agree
that a Party can terminate the Contract unilaterally through
notification to the other Party and is entitled to call the
breaching party into account for breach of the Contract in
accordance with laws in case of any of the following
circumstances:
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1.
Party A fails to
deliver the Property for Lease on time and still has not delivered
within 10 working days after being reminded by Party
B.
2.
The Property for
Lease does not comply with the agreements in the Contract when
Party A delivers the Property for Lease, which causes Party B
cannot use the Property for Lease lawfully, or the Property for
Lease delivered by Party A threatens the safety of the Party B
during Party B's use of the Property for Lease.
3.
Party B changes the
use purpose of the Property for Lease arbitrarily.
4.
The main body
structure of the Property for Lease is damaged due to Party
B.
5.
Party B subleases
or transfers the rights of the Property for Lease
arbitrarily.
6.
Party B fails to
pay the rent with more than 30 days overdue
accumulated.
7.
Party B fails to
perform the obligations stipulated in Clause (I), Article VI in the
Contract.
VIII. Default Liabilities
(I)
The failure of any
Party to the Contract to perform the obligations in accordance with
this Contract shall be deemed as the breach of the Contract. The
breaching party shall assume civil liabilities in accordance with
the Contract, laws and regulations and pay the liquidated damage of
2 times of a month's rent to the other party. If the liquidated
damage of the breaching party cannot set off the losses of the
non-breaching party, the balance between the actual loss and the
liquidated damage shall be compensated by the breaching
party.
(II)
If Party A fails to
deliver the Property for Lease on schedule through no fault of
Party B (agreed by both Parties, excluding that Party A delays the
delivery of the Property for Lease), the Contract shall terminate
naturally; Party B is entitled to hold Party A responsible for
breach of the Contract and the amount of the liquidated damage
shall be the same as the deposit which shall be paid by Party
B.
(III)
If Party B fails to
pay the deposit on schedule in accordance with Article 3 of the
Contract through no fault of Party A (agreed by both Parties,
excluding that Party A delays the delivery of the Property for
Lease), the Contract shall terminate naturally; Party A is entitled
to hold Party B responsible for breach of the Contract and the
amount of the liquidated damage shall be the same as the deposit
which shall be paid by Party B.
(IV)
Party B confirms
that if Party B delays the payment of rent and property management
fee, etc. during the lease term and still fails to make such
payment within 10 working days after receiving written notification
from Party A, Party A has the right to stop all the services with
regard to the Property for Lease. All the consequences incurred
therefrom shall be undertaken by Party B and Party A undertakes no
liability.
IX.
Dispute
Resolution
(I)
The content
unspecified in this Contract or the disputes between both Parties
shall be settled friendly.
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(II)
If both Parties
have no common opinion or program within 15 days after one Party
proposes a written opinion or solution, any Party can settle in
accordance with laws.
X.
Supplementary
Provisions
(I)
The change of the
Contract shall be agreed by both Parties through negotiation. For
matters unspecified or uncovered in the Contract which are
necessary to specify, supplementary agreement shall be concluded
independently. The supplementary agreement, correspondences, faxes,
etc. between both Parties and agreed by them in writing are all the
valid components of the Contract.
(II)
The address or main
business place and telephone number in the Contract between both
Parties are all valid mailing address. In case of any change to the
address or main business place and telephone number, the changing
Party shall notify the other Party within a week from the day of
such change; failure to give notification shall not influence the
legal force of the content in the letters or faxes of the other
Party.
(III)
Taxes incurred by
the Contract shall be undertaken by both Parties by law
respectively. If the Contract needs to be filed for registration,
both Parties shall file to relevant authorities for registration of
the Contract. Whether both Parties file for registration of the
Contract shall not influence the legal force of the
Contract.
(IV)
The representatives
of both Parties have no objection to the contract area in the
Contract.
(V)
The Contract comes
into force since the day when it is signed and sealed by both
Parties and the Witnessing Party.
(VI)
The Contract is
made in quintuplicate, with two held by both Parties respectively
and one by the Witnessing Party.
(The
text of the Contract is 10 pages totally. The following one is the
page for signature with no text.)
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Party
A: Shanghai Guilin Industry Co., Ltd. (Seal)
Authorized
Representative:
Legal
Representative:
Party
B: Cellular Biomedicine (Shanghai) Co., Ltd. (Seal)
Authorized
Representative:
Legal
Representative:
The
Witnessing Party: Shanghai Huajing Enterprise Consultation Service
Center (Seal)
Contract
Signing Date: August 30, 2018
Attachments:
1.
A copy of the
business license (including tax registration certificate and
special license, etc.) and the ID card of the legal representative
of Party B respectively;
2.
A copy of the
drawing attached to the graph of the location and area of the
Property for Lease;
3.
The hand-over List
of the Property for Lease and facilities and equipment between both
Parties;
4.
A copy of the tax
payment record of recent years of Party B (excluding newly
established companies);
5.
A copy of the
Property Management Agreement;
6.
A copy of the
Agreement for Fire Protection, Safe Manufacturing and Operation
Responsibilities
7.
A copy of the
annual tax contribution schedule per square meter;
8.
Others:
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