Lease Agreement
This
Lease Agreement (“this Agreement”) is entered on the basis of mutual benefit
through friendly consultation by and among the following Parties:
Xxxxxx:
Shanghai Changlong Industry Co.
Address:
000 Xxxxxxxx Xx., Xxxxx Xxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxx District.
Legal
representative: Xxxxxxxxx Xxx
Bank
account:
Shanghai
Rural Commercial Bank, Zhuanqiao Branch
324484-08010074304
Lessee:
Perfectenergy Solar-Tech (Shanghai) Ltd.
Address:
Legal
representative:
Whereas:
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(A)
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The
Xxxxxx has the right to provide the lease of the factory building No. 1
located at 000 Xxxxxxxxxx Xx., Xxxxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxxx to
the Lessee.
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(B)
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As
agreed, the Parties shall act in accordance with the terms and conditions
of this Agreement.
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Article 1
Leased Property
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1.1
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The
Xxxxxx agrees to provide the lease of the factory building No. 1 located
at 000 Xxxxxxxxxx Xx., Xxxxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxxx to the
Lessee.
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1.2
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The
Lessee has full knowledge of the condition of the property (including
factory building, offices and spaces) and agrees to take the
lease.
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Constructional
area: 1,943.16 m2
Ground
area: 1,000 m2
Total
size of land: 2,943.16 m2
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1.3
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Due
to historical reasons, the property has not been granted with title
certificate.
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Article 2
Conditions of Property and Utilities
2.1 The
Xxxxxx shall ensure the electricity and water supply of the property no less
than the following amount of supply:
Electricity:
300 KVA
Water:
10t/day
2.2 The
Lessee shall notify the Xxxxxx in writing 5 days before executing this Agreement
and assist the Xxxxxx with facilitation of the utilities in 2.1.
2.3 Upon
Xxxxxx’x fulfillment of 2.2, the Lessee shall pay the relevant fees and charges
of the utilities. See the method of payment and calculation in the Schedule 1
attached hereto.
2.4 If
necessary, the Lessee can apply for international and domestic telephone service
with the Shanghai Bureau of Telephone Service and undertake the relevant
expense.
Article 3
The Term of the Lease and the Rent
3.1 The
term of the lease is two years, from March 15, 2008 to March 14, 2010. The rent
is exempted for the period from March 15, 2008 to May 14, 2008. The rent shall
be paid from May 15, 2008.
3.2 The
rent shall be 480,000 RMB per year, i.e. 40,000 RMB per month,
including:
Factory
workshop: 1,943.16m2 x 0.65
RMB/m2/day x
365 days = 461,014.71 RMB
Property
Management: 1,943.16 m2 x0.82
RMB/ m2/month x
12 months=19,120.70 RMB
Upon the
expiration of this Agreement, if the Parties agree to renew the lease, the rent
shall be adjusted within 5% every three years starting the fourth year according
to the index of national market price.
3.3
Method of payment
Within 10
days upon the execution of this Agreement, the Lessee shall pay the Xxxxxx an
amount of four months’ rent, among which an amount of one-month rent is the
deposit.
The
Lessee shall pay the rent on a quarterly basis. The quarterly rent shall be paid
10 days before the quarter.
3.4
Deposit
Upon the
expiration of this Agreement, the Xxxxxx shall refund all the deposit to the
Lessee. Before the expiration of this Agreement, if the Lessee ends the lease
partially, the deposit remains the same until the one-off full amount of deposit
is refunded when the Lessee ends the entire lease. In any
circumstance if the Lessee fails to pay the rent, the Xxxxxx has the right to
deduct the unpaid rent from the deposit. The Xxxxxx also has the right to
recover the balance of the payment if the deposit is insufficient to cover the
unpaid rent. With regard to any damage caused to the Xxxxxx by the
Lessee, the Xxxxxx has the right to deduct the amount of the damage from the
deposit.
Article 4
The Renew of the Lease and the Priority of Lessee
4.1 No
Party shall terminate this Agreement without a legitimate reason. However, in
case of housing removal under city planning scheme, the Lessee shall,
unconditionally, assist and coordinate with the Xxxxxx with respect of the
moving and undertake all the expenses generated thereof. The Xxxxxx is not
subject to the compensation of such moving. The Lessee shall apply with the
Xxxxxx in writing at least three months before the expiration of the lease if
the Lessee wants to renew the lease. Under the same condition as stated in 3.2,
the Lessee has the priority to continue the lease. Upon the consultation of both
Parties, a new leasing agreement shall be signed and executed for renewed
lease.
4.2 Upon
the expiration of this Agreement, if no agreement has been reached to continue
the lease, this Agreement shall terminate automatically. In that case, the
Lessee shall move out of the property safely and entirely.
Article 5
Property Management
5.1 The
Xxxxxx shall periodically inspect and maintain the property and its auxiliary
facilities. However, in case of any damage caused by the Lessee, the Xxxxxx is
not subject to this section.
5.2 The
Xxxxxx shall be responsible for the cleaning, landscaping and safety outside of
the factory building while the Lessee shall be responsible for the cleaning and
safety of the interior of the building.
5.3 The
Lessee shall assist and coordinate with the Xxxxxx with respect to regular
inspection and maintenance of the property.
Article 6
Liabilities for Breach of Agreement
6.1 If
the Lessee fails to fulfill its obligation of payment stipulated in this
Agreement, the Lessee shall be charged a penalty of 2/10,000 of the yearly rent
per day until the Lessee has fulfilled such obligations.
6.2 In
the event that the Lessee fails to make the payment as stipulated in this
Agreement for three months, it shall be regarded as the Lessee’s non-performance
of this Agreement. In this circumstance, the Xxxxxx has the right to terminate
the lease. The termination of this Agreement shall be effective when the notice
of termination arrives at the property.
6.3 If
any Party wants to make changes to this Agreement, it shall notify the other
Party three months in advance and obtain the consent from the other Party. The
Lessee shall not transfer the lease to any third party without the prior consent
of the Xxxxxx. The breaching party shall compensate the non-breaching party by
paying an amount of half-a-year rent.
6.4
Unless otherwise stipulated in this Agreement, the Xxxxxx may not refund the
deposit to the Lessee if the Lessee terminates the lease prior to the expiration
date of this Agreement. The Lessee shall also compensate the Xxxxxx if the
deposit is insufficient to compensate the Xxxxxx’x loss caused by early
termination.
6.5 In
case of expiration of lease without renewal, the Lessee shall restore the
property to the condition when the lease starts. The Lessee shall pay the
relevant fees if the property cannot be restored or the Lessee is unwilling to
restore. Such fee shall be determined through consultation of both Parties. The
Lessee shall be liable for any other damages caused by the
restoring.
6.6 The
Lessee can, upon the Xxxxxx’x consent and its own expense, to conduct change or
improvement to the property and its auxiliary facilities. Before renovating the
property, the Lessee shall obtain permit from the Department of Fire Control and
shall, when conduct renovation, comply with the government’s policies and
regulations and the requirements of the Department of Public Safety, the
Department of Fire Control, the Department of Epidemic Prevention, and the
Department of Environment Protection. The Lessee shall also be liable for the
safety, fire control, epidemic prevention and environment protection in the
location of the property.
6.7
During the renovation, the Lessee shall not install water pipes without prior
consent of the Xxxxxx. Upon the consent of the Xxxxxx, the Lessee shall
channelize the sewage to the sewage pipe in the industry district. The Lessee
shall undertake any penalty of illegitimate pollutant discharge.
6.8 In
the event that the Lessee fails to pay the fees and charges for the water,
electricity or gas for 15 days, it shall be charged a penalty of 2‰ of the fees.
In the event that the Lessee fails to pay the fees and charges for one month,
the Xxxxxx has the right to stop providing the utilities. The Lessee shall
undertake any result caused therein.
Article 7
Force Majeure
7.1 Any
event or circumstance beyond the reasonable control of the Parties and could not
be avoided by exercise of due care on the part of the affected Party shall be
deemed as an "event of Force Majeure" and shall include, but not limited to,
earthquake, fire, explosion, storm, flood, lightening, or war.
7.2
Neither Party shall bear any liability for breach of contract to the other Party
for its failure to carry out all or any of its obligations hereunder as a result
of an event of Force Majeure.
7.3 The
Party or Parties affected by an event of Force Majeure shall notify the other
Party of such event as soon as possible and provide relevant documentary
evidence within fifteen days of the occurrence of such event.
7.4 Upon
the occurrence of an event of Force Majeure, the Parties shall make all effort
to minimize the effect to the performance of this Agreement. If necessary, the
Parties shall decide, through consultation, to either terminate this Agreement,
or exempt part of the obligations, or postpone the execution of this
Agreement.
7.5 The
Parties shall accept, unconditionally, the termination of this Agreement due to
an event of Force Majeure, governmental use of land, confiscation of all or part
of the property. The Xxxxxx shall not be liable for any damage caused
therein.
Article 8
Applicable Laws
The
execution, validity, implementation, interpretation and resolution of dispute of
the Agreement shall be governed by the laws of the People's Republic of
China.
Article 9
Dispute Resolution
Any
dispute arising from or in connection with this Agreement shall be settled by
the Parties through consultations. In the event that no resolution can be
reached through consultations, either Party may submit the dispute to the
People’s Court of the Xxxxxx’x location.
Article
10 Supplementary Articles
For
issues not stated in this Agreement, the Parties can make supplementary articles
through consultation. The supplementary articles have the same effect as
articles in this Agreement.
Article
11 Miscellaneous
11.1 This
Agreement shall go effective when the Parties (or their authorized signer) sign
and stamp.
11.2 This
Agreement is executed into four duplicates. Each Party has two
duplicates.
11.3
Invalidity or Unenforceability of any article in this Agreement does not
influence the effect of other articles. The interpretation of this Agreement
shall be based on the Parties’ agreement. If the Parties fail to reach an
agreement, it shall be executed as Article 10.
Xxxxxx:
Shanghai Changlong Industry Co.
Authorized
representative: /s/Xxxxxxxxx Xxx
Lessee:
Perfectenergy Solar-Tech (Shanghai) Ltd.
(Stamp)
Signing
Date: March 11, 2008 (signing at Xinzhuang Industry District)
Schedule
1
Xxxxxx:
Shanghai Changlong Industry Co.
Address:
000 Xxxxxxxx Xx., Xxxxx Xxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxx District.
Legal
representative: Xxxxxxxxx Xxx
Lessee:
Perfectenergy Solar-Tech (Shanghai) Ltd.
Address:
Legal
representative:
Whereas:
The
Parties make this schedule with respect of the electricity and water supply of
the property located at 000 Xxxxxxxxxx Xx., Xxxxxxxxx Xxxxxxxx Xxxxxxxx,
Xxxxxxxx.
Whereas:
As the
actual user of the electricity and water of the property located at 000
Xxxxxxxxxx Xx., Xxxxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxxx, the Lessee has agreed to
pay the fees and charges of the electricity and water based on the following
calculation, time and place:
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1.
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Calculation:
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(1)
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Monthly
electricity fee= actual electricity consumption x average price (as
determined by the Bureau of Power Supply) + 33 RMB/KVA/month x electricity
consumption applied by the Lessee
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(2)
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Monthly
water fee= (meter number of this month – meter number of last month) x
2.7RMB/t (current price of water)
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Note: 33
RMB/KVA/month is the electricity price determined by the Shanghai Power
Inc.
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2.
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The
Lessee shall pay the monthly fees and charges of electricity and water at
the designated place within 7days after receiving the written notice of
payment.
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3.
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The
Xxxxxx may, upon request by the Lessee, issue the Receipt Issued by the
Administration or Enterprise Entities to the Lessee indicating the amount
of payment after the Lessee paying the
fees.
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4.
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This
Schedule has the same effect as the Lease
Agreement.
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5.
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This
Schedule shall go effective when the Parties (or their authorized signer)
sign and stamp.
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6.
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This
Schedule is executed into four duplicates. Each Party has two
duplicates.
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Xxxxxx:
Shanghai Changlong Industry Co.
Authorized
representative: /s/Xxxxxxxxx Xxx
Lessee:
Perfectenergy Solar-Tech (Shanghai) Ltd.
(Stamp)
Signing
Date: March 11, 2008 (signing at Xinzhuang Industry District)
