Premises Lease Agreement
agreement
No:
|
Lessor
(Party A):
|
Shanghai
Xxx Xxxxxx Investment Management Co., Ltd.
|
|
Lessee
(Party B):
|
Perfectenergy
(Shanghai) Co., Ltd.
|
Pursuant
to “Contract Law of the People’s Republic of China” and “Shanghai Premises
Leasing Regulations”, the parties enter into this agreement equally, freely,
fairly, in good faith and after friendly negotiations, in order to facilitate
the legality of Party B’s leasing of premises from Party A.
1. The
Conditions of the Leased Premises.
1.1 The
premises that Party A is leasing to Party B is comprised of the buildings and
lot located at Xx. 000 Xxxxxx Xxxx, Xxx Xxxxxx Village, Min Xing District
(hereinafter “Premises”). The constructed surface area of the Premises is 6,219
square meters. The diagram of the Premises is attached to this agreement as
Attachment 1. Party A’s land use rights certificate for the lot and ownership
certificate for the buildings on the lot are registered with the Shanghai Real
Property Registry 2002 number 024913.
1.2 Party
A
enters into this agreement with Party B as the rights holder to the Premises.
Prior to entering into the agreement, Party A has notified Party B that the
Premises are not subject to any security interest.
2. Use
of
Premises.
2.1 Party
B
covenants to Party A that the Premises are leased in connection with
manufacture, distribution and research of solar energy batteries, solar battery
sets, solar power generation systems and related products, and Party B will
comply with relevant central and municipal regulations relating to the Premises
and business operations.
2.2 Party
B
covenants to, within 2 months after the effective date of this agreement and
with the assistance of Party A, complete the change in Party B’s business, tax
and organizational registrations to Xxx Xxxxxx Village, to achieve the ability
to import its products through consignment.
2.3 Regarding
Party B’s subsequent space requirements per its growth, Party A will, based on
Party B’s observance its covenants, construct a building approximately 9,000
square meters (3 stories) at the end of 2007 to lease to Party B (with rent
set
at RMB 0.65 per meter per day). Substantive details of the lease will be
supplemented by a separate agreement after negotiation.
2.4 Party
B
warrants that during the lease term, it shall not alter the use of the Premises
as described above nor sublease the Premises without the written consent of
Party A and relevant departmental approvals.
3. Possession
Date and Lease Term.
3.1 Per
the
parties’ agreement, Party B shall pay security deposit and initial lease payment
within 3 days from the effective date of this agreement. Party A shall make
the
Premises available to Party B on March 28. Free-rent period shall be 2 months,
with rent payment to begin on June 1, 2006. Party B shall be responsible for
all
repair and remodeling fees.
3.2 Per
the
parties’ agreement, the lease term is 5 years (from June 1, 2006 to May 31,
2011).
4. Rent,
Payment and Payment Schedule
4.1 Per
the
parties’ agreement, the rent is calculated at RMB 0.58 per meter of constructed
surface per day, with annual rent calculated at RMB 1,316,562, and an increase
of 5% every 3 years beginning on the fourth year of the lease (management fees
waived).
4.2 Per
the
parties’ agreement, payment is due monthly, on a prepayment basis. Party B shall
make payment before the 10th day of each month. If payment is untimely, for
each
day of untimeliness, Party B shall pay Party A 5% of the daily rent amount
as
penalty for breach.
5. Guaranty
Deposit and Other Fees.
5.1 Per
the
parties’ agreement, Party B shall pay Party A guaranty deposit for lease of the
Premises, which amount shall be 1 month’s rent, calculated at RMB 109,700. Party
A shall issue Party B a receipt after receiving the guaranty deposit. At the
end
of the lease term, other than to withhold for fees that Party B is obligated
to
pay under the agreement, Party A shall return the remainder of the guaranty
deposit to Party B.
5.2 During
the lease term, Party B shall be solely responsible for water, electricity,
telecommunication and all other fees to be collected by governmental agencies
(including land use right fees) relating to the Premises.
5.3 Party
A
provides as part of the lease the capability to generate 1,000KVA in power,
monthly water usage ration of 10,000 square meters, and a two-ton freight
elevator. If Party B requires additional electricity or water, Party A shall
assist with any necessary registration, but Party B shall be responsible for
all
attendant fees.
6. Use
of
Premises and Repair Obligations.
6.1 During
the lease term, if Party B discovers that the Premises are damaged or not
functioning, it should timely notify Party A for repair. Party A shall commence
repair within 10 days from receipt of Party B’s notice. If repair is not
commenced within the time period, Party B may commence repair with Party A
obligated for the expenses.
6.2 During
the lease term, Party B should use and care for the Premises in a reasonable
manner. If the Premises is damaged as a result of use by Party B that is
unreasonable or not suitable to the Premises, Party B shall be responsible
for
any repairs and related expenses. If Party B refuses to repair, Party A may
commence repair with Party B obligated for the expenses.
6.3 During
the lease term, Party A warrants that the condition of the Premises is both
suitable for normal use and safe. Party A shall provide Party B with 15-day
notice prior to commencing any inspection or maintenance of the Premises. During
maintenance, Party B shall cooperate with Party A, and Party A shall minimize
the effect on Party B’s use of the Premises.
6.4 During
the lease term, Party B shall first obtain Party A’s written consent and
required departmental approvals if Party B requires remodeling or addition
to
existing facilities. Any remodeling or addition shall commence only after
required departmental approvals are obtained. Party B shall be responsible
for
all repair and maintenance obligations for any addition to existing
facilities.
7. Conditions
of the Premises at the end of the Lease Term.
7.1 At
the
end of the lease term, Party B may extend the lease on the same terms as this
agreement. If the lease is not extended, Party B shall return the Premises
to
Party A within 30 days after the end of the lease term. If Party B delays in
returning the Premises without Party A’s consent, for each day of delay, Party B
shall pay Party A RMB 0.6 per square meter for use of the Premises.
7.2 Party
B
must return the Premises in a condition conforming to normal wear and tear,
subject to Party A’s inspection. When the Premises are returned, the parties
must settle all of their respective payment obligations.
8. Termination.
8.1 The
parties agree that during the lease term, this agreement shall terminate upon
any one of the following occurrences without further liabilities to any of
the
parties:
| (1) |
the
land use rights for the Premises is withdrawn pursuant to
law;
|
| (2) |
the
Premises are taken under eminent domain;
|
| (3) |
the
Premises are declared subject to destruction per municipal construction
requirements;
|
| (4) |
the
Premises are destroyed, damaged by fire or deemed
hazardous;
|
| (5) |
Prior
to entering this agreement, Party A has notified Party B that the Premises
are subject to security interest, which is now being
enforced.
|
8.2 The
parties agree, upon the occurrence of any one of the following, any one party
may notify the other party in writing to terminate this agreement. The breaching
party shall pay to the other party an amount equal to twice the monthly rent
as
penalty. If the penalty fee is insufficient to cover the damages caused to
the
non-breaching party, the breaching party shall additionally pay for the amount
of damages exceeding the penalty fee:
| (1) |
Party
A does not timely make the Premises available to Party B, and the Premises
remain unavailable within 10 days after Party B’s
notice;
|
| (2) |
at
the time Party A turns over the Premises to Party B, the Premises fail
to
conform to the terms of this agreement, such that it is not suitable
for
Party B’s intended use, or contain unsafe conditions or
defects;
|
| (3) |
Party
B changes the use of the Premises without Party A’s written consent,
thereby causing damages to the Premises;
|
| (4) |
Structural
damages to or destruction of the Premises caused by Party
B;
|
| (5) |
Party
B unilaterally sublease the Premises, or exchange the Premises with
another party’s premises;
|
| (6) |
Party
B’s untimely payment of rent exceeds three months in the
aggregate;
|
| (7) |
Party
B fails to satisfy Section 2.2 of this
agreement.
|
9.
Breach
9.1 Party
A
shall be liable to Party B for any damages resulting from Party A’s failure to
notify Party B prior to entering into this agreement that the Premises is
subject to security interest or other restrictions caused by transfer of rights.
9.2 During
the lease term, Party A shall be liable to Party B for any economic xxxxx or
bodily injuries resulting from Party’s delay or failure to carry out its repair
and maintenance obligations of the Premises per the agreement.
9.3 During
the lease term, if Party A unilaterally terminates the agreement and take
possession of the Premises in advance of a permitted date as described in the
agreement, Party A shall pay Party B an amount equal to twice the rent amount
for the number of days in advance of the relevant permitted date of termination.
9.4 If
Party
B remodels the Premises or adds to existing facilities without Party A’s written
consent or that exceed the parameter of Party A’s consent, Party A may require
Party B to (return the Premises to its original condition/pay
damages).
9.5 During
the lease term, if Party B unilaterally withdraws from the lease not in
accordance with the agreement and without Party A’s consent, Party B shall pay
Party A twice the remaining rent amount through the lease term as penalty for
breach. Party B shall also be responsible for any of Party A’s damages in excess
of the penalty amount.
10.
Miscellaneous.
10.1 The
terms
of this agreement may be supplemented jointly by the parties. Any supplemental
terms and attachments shall be deemed an inseparable part of this agreement,
with the same legal force and effect.
10.2 Each
of
the parties is entering into this agreement with clear understanding of their
respective rights, duties and obligations, and will strictly comply with the
agreement. If any party breaches the agreement, the other party may demand
penalties in accordance with the agreement.
10.3 If
any
dispute arises between the parties during the term of this agreement, the
parties should attempt to resolve the dispute amicably. If the dispute cannot
be
resolved, any party may initiate legal proceeding at the people’s court in the
district where the Premises is located.
10.4 This
agreement is effective upon the parties’ signature and chop.
10.5 There
shall be six copies of this agreement, including attachments, each with the
same
force and effect, with the parties each holding 2 copies, the district real
property transaction center holding 1 copy, and the relevant departments
collectively holding 1 copy.
Attachment: Attachment
(1) Diagram of the Premises
|
Party
A:
|
Shanghai
Xxx Xxxxxx Investment Management Co., Ltd.
|
|
Legal
Representative:
|
Xx
Xxxx-xing
|
|
Address:
|
No.
889 Qi Xin Road
|
|
Postal
Code:
|
201100
|
|
Telephone:
|
00000000
|
|
Signature
and Chop:
|
|
|
Party
B:
|
Perfectenergy
(Shanghai) Co., Ltd.
|
|
Legal
Representative:
|
Xxxxx
Xxxx-xxxx
|
|
Address:
|
Building
X, Xx. 000, Xxxx Xx Xxxx, Xxx Xxxxxx Xxxxxxxxxx
Xxxxxxxx
|
|
Postal
Code:
|
201108
|
|
Telephone:
|
54427828
x 158
|
|
Signature
and Chop:
|
Xxx
Xxxxxx Village Collective Assets Management Leadership Group:
Signing
Date: March
28,
2006
