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.Leasing Agreement of Warehouse (Con. No.: * )Lessor: (Hereinafter referred to as Party A )Legal registered office: Legal Representative: Lessee: Legal registered office: * It is made and entered into by and between Party A and Party B by common consent through consultation on the principle of mutual cooperation and development together in accordance with the Contract Law Of Peoples Republic Of China with respect of warehouse leasing(hereinafter referred to as the Agreement) on the purpose of defining the respective rights and obligations of both parties. One. Summary of the warehouse to be leased 1.1 Location of the warehouse under the agreement: * (hereinafter referred to as Leased warehouse). 1.2 Leased Area: 1000 m 2 (Refer to Attachment IV: Layout of Leased Warehouse for the specific location).1.3 Date of delivery 1) The leased warehouse will be delivered to use on *, which shall be deemed as the date of delivery. At the time of delivery, the warehouse shall be kept clean, equipped with security fence and will be in compliance with lessees other requirements of delivery, if any. The delivery of leased warehouse shall not release or reduce the Party A from the fulfillment of the repairing and maintenance obligations under the agreement. 1.4 The use of the leased warehouse: Storage of automobile or other industrial raw materials. 1.5 Representation, warranty and commitment 1) Representation and warranty of Party A In addition to the representation and warranty made by party A in other Provision under this agreement, Party A made to Party B the following representations and warranties in execution and performance of this agreement: (1) It is established and existed legally and has the sufficient and appropriate right and power to execute and perform the agreement;(2) The execution and performance of this agreement will not violate any applicable laws, judgement of any legal authorities, verdict or decrees, order or decisions of any governmental competent departments. (3) No agreements, commitment or actions which limit or prohibit the execution and performance of this agreement has been concluded, made or taken. (4) It has obtained the necessary consents or approvals relating to the execution and performance of this agreement in accordance with Articles of association of the company.(5) No encumbrances against the execution and performance of this agreement existed.(6) The contracts, documents and information disclosed to Party B in relation with the proposed transaction are true, precise, complete and effective. (7) It has the legal, valid, exclusive land using right of the object plot of land and is entitled to engaged in the construction and lease of the warehouse to be leased under the agreement. (8) Besides the express recognized matters by both parties under the agreement, there are not any matters in relation with the proposed transaction that violated laws or rules, regulations and requirements of government. (9) The necessary public utilities and facilities for the normal use of the leased warehouse shall be connected and ready for using before and after the delivery of the leased warehouse.(10) The validity of land using right shall be at lease twenty years as from the date of execution of the agreement and shall remain full effectiveness as the original stipulations. The certificates of land using right and ownership of the house shall be properly registered in the competent authority and procedures for all the improved and updated facilities shall be handled and completed in the specific time limit as per the requirements of Land and Resource Bureau, Real Estate Bureau and /or any other competent authorities having jurisdictions on land using right. (11) If any rights of mortgages, pledges, liens or any other security interests are created by Party A on the leased house and /or land using rights before the execution of this agreement, Party A shall assure that Party B will be informed truthfully and will be provided with copies of relevant certificates and evidences and that the actual lease and use of the leaded warehouse by Party B shall not be affected, in the absence of influence due to exerting the above mentioned rights. (12) In the period of Party As holding the land using right and leased warehouse, Party A has taken no actions on the leased house neither violating the State and Shanghai local laws, rules nor bringing into the warehouse, at any time, any dangerous substance and /or wastes or other potential controlled or prohibited substances and / or substances that restricted to be used under applicable laws, rules, regulations, decrees and or stipulations of environment and /or health. (13) Party A has not been restrained by any suspending and /or threatened claims, proceedings and /or disputes from being affected in the land using rights or leased warehouse and /or its capability in execution and performance of the agreement. In the knowledge of Party A, there are no existed or threatened claims, issues or disputes that impede and /or affect negatively the capability of Party A in fulfillment of the agreement. (14) Party B shall not be liable to any claims for being harmful to environment raised by any persons or organizations (whether they are affiliated or not with Party A ) due to the dumping or disposal of materials or the matters regarding the warehouse or the using thereof before Party B occupation of the warehouse for using. 2) Commitment of Party A Besides the commitments made by Party A in other Provisions under the Agreement, Party A made to Party B the following commitments in execution and performance of the agreement: (1) The engineering quality of the leased warehouse should comply with compulsory standard under laws as well as the agreed standard under this agreement.(2) The leased warehouse has not been sealed up or restrained legally by any legal authority or arbitration body. In the event of any situations affecting the lease of the leased warehouse, including, but not limited to, shutdown, liquidation, bankruptcy, involving in disputes, proceedings, arbitration or other legal procedures, occurred in Party A, Party B shall be informed in writing immediately. (3) If the normal activities of production operation by Party B and /or sub-lessee conducted in the leased warehouse have been interfered or interrupted by any third party, Party A shall coordinate and communicate actively with relevant departments for elimination of such interferes. (4) Registration of lease Party A shall handle the registering matters of lease in accordance with State rules and regulations. (5) ; 3) Representation and warranty of Party B Besides the representations and warranties made by Party B in other Provisions under the Agreement, Party B made to Party A the following representations and warranties in execution and performance of the agreement:(1) It is established and existed legally and has the sufficient and appropriate right and power to execute and perform the agreement;(2) The execution and performance of this agreement will not violate any applicable laws, judgement of any legal authorities, verdict or decrees, order or decisions of any governmental competent departments. (3) No agreements, commitment or actions which limit or prohibit the execution and performance of this agreement has been concluded, made or taken. (4) It has obtained the necessary consents or approvals relating to the execution and performance of this agreement in accordance with Articles of association of the company.(5) No encumbrances against the execution and performance of this agreement existed.(6) In the term of the agreement, Party B shall not bring into the warehouse any dangerous substance and /or wastes or other substances potential to be controlled or prohibited under State of Shanghai applicable laws, rules, regulations, decrees and or stipulations with respect to environment and /or health.(7) In the term of the agreement and Party Bs occupation of the warehouse for using, such occupation or using of the leased warehouse shall comply with all State or Tianjin local applicable laws as well as the suitable development planning, conditions or requirements of land using rights. 4) Commitment of Party B (1) The using of leased warehouse by Party B for storage of automobile or industrial materials shall not violate legal compulsory specifications and policies implemented in China. Two. Term of lease 2.1 Initial term of lease The term of lease is totally 8 months as from * (starting date) till * (ending date). 2.2 Right of renewalUpon expiration of initial term of lease, Party B shall have the priority in renewal of the lease under the equivalent conditions, provided that an one month prior notice shall be given to Party A. It is necessary to sign a separate agreement for the renewed lease by and between Party A and Party B. Three. Rent 3.1 Rent in the term of initial term of period Rent of house (1) The rent shall be calculated based on the areas listed in Provision 1.2 hereof and in the initial term of lease mentioned in Provision 2.1 hereof, the rent excluding taxes is RMB 0.975 Yuan/square meter/per day. The monthly rent for leasing days shall be settled as 30 days, thus the rent excluding the taxes per month per square meter shall be RMB 29.25 Yuan. The level of rent shall remain unchanged in the initial term of lease. (2) Party A shall issue the special 11% VAT invoices to Party B. (3) Except the payment of above rents by the lessee, the lessee shall make no payment of other taxes in relation with the leasing of the leased warehouse under the agreement as from the date of execution hereof. In the event of changes of State relevant tax rate and /or increase or decrease of tax types, the lessor and the lessee shall make re-discussions of how to share the gains and losses. 3.3 Method of payment for the rent Under this agreement, Party B shall make the full monthly payment of the rent for house on time. As from the date of delivery, Party A shall issue the invoice for preceding month to Party B before 5th of next month. After receipt of the invoice from Party A and confirmation of correct amount, Party B shall remit the rent of the current lease to the bank account designated by Party A in writing within 60 days by bank transfer. Information of bank account designated by Party A: 3.3 Rent in the renewed term of lease The rent in the renewed term of lease within one year will be RMB 0.95 Yuan /square meter/per day and the rent in the renewed term of lease over one year shall be determined subject to consultation between parties. Four. Property management and expenses 4.1 Expenses of property management In the term of lease, the lessor shall be responsible for the repairing, maintenance and management of the property, including, but not limited to, daily cleaning, security and maintenance and relevant costs and expenses. If the applicable law then requires that all or any part of the property must be entrusted to third professional party for implementation of property management, the lessor and lessee shall make discussions about the engagement of such third party and the separate agreement by the lessor, the lessee and the third party for defining the relevant matters regarding such engagement (including the scope of property management and the respective responsibilities between the lessor and the lessee). Five. Public facilities 5.1 The public facilities include those existed already at the time of lease by Party B, including, but not limited to, equipment of travelling crane, pipeline of storm water and sewage, water supply, power supply (including electric equipment), communication devices, facilities and lines, etc. 5.2 Relevant expenses In the term of lease, Party A shall be responsible for the expenses occurred in the leased warehouse such as water supply, discharge of storm water, drainage of sewages, electrical and communication facilities and other relevant expenses as well as all the other expenses occurred in the using of public facilities. No additional charges shall be imposed by Party A for using public facilities. Six. Using, repairing, maintaining of leased warehouse and relevant expenses 6.1 Party B shall use the warehouse in the term of lease and Party A shall be responsible for the daily maintenance and caring of the leased warehouse and facilities inside thereof, including all the expenses occurred for the repairing and maintenance under its responsibilities. 6.2 Party B shall be liable fully to property damages and personal injuries suffered by third party in the term of lease due to the improper management of Party B. Party A shall be liable fully to the property damages and personal injuries suffered by third party caused by quality problems of the leased warehouse or caused by the reasons of Party A. 6.3 In case of evidenced sedimentation or deformation of building at any time, Party A shall make investigation of such sedimentation or deformation by designated experts and repair any defects resulted from such sedimentation and deformation of leased warehouse, repair or replace those oxidized metal structure, roofs or walls and repair and replace the deformed structural components. Party A shall provide to Party B the investigation report. Seven. Decoration and reconstruction works 7.1 Without written consent of Party A, Party B shall not be allowed to make any construction in the plant.7.2 Party A shall install the guarding rails for safety in the range of leased warehouse upon the request of Party B at the costs of Party A. The safety guarding rails shall be owned by Party A, who is responsible for the quality thereof. Eight. Damages and destruction to the leased warehouse 8.1 If Party B has made removal, expansion or additional storages of the leased warehouse without the consent of Party A (except the decoration and renovation in the leased warehouse in the absence of affecting the main structure of the building), Party B shall restore the leased warehouse to its original state in the reasonable time limit and bear all the costs and expenses thereof. if Party B fails to restore the leased warehouse into its original state in the reasonable time limit, Party A may make such reparation and restoration of the damaged parts of the warehouse by its self or by other entrusted party by the consent of Party B. Accordingly, the expenses agreed by Party B in advance shall be borne by Party B.in the term of lease, Party shall use and take care of the warehouse and its auxiliary facilities in a reasonable manner. In the event of damages, accidents or destructions of the leased warehouse and its auxiliary facilities resulted from improper or irrational use thereof by Party B, Party B shall be responsible for restoring them into their original state or repairing. If Party B rejected to do so, Party A may make such restoration or reparation instead at the costs of Party B. 8.2 In the term of lease, for the inherent quality defects of the leased warehouse, Party A shall restore the leased warehouse into the state agreed under the agreement in the reasonable time limit. By the consent of Party A, Party B may make such restoration or reparation by itself or other entrusted party, provided that the expenses agreed by Party A in advance shall be borne by Party A. 8.3 The indemnity in above Provision 8.1 and 8.2 hereof shall include: 1) The economic losses, injuries an damages of the warehouse or the relevant personnel or properties in the leased warehouse; 2) All the costs and expenses borne by the suffered party in the aspects of recourse, suit, losses, penalties and other legal liabilities (including, but not limited to, fees of lawyers); and 3) The losses suffered by Party B resulted from the inherent quality defects of the leased warehouse.8.4 Accident Report in the occurrence of big event of damages to the leased warehouse, personnel or properties, Party B shall provide to Party A the written notice within 24 hours after the occurrence thereof, sating the nature of, or description of, such event of such big damages. 8.5 Body of Assessment If it is failed to reach an agreement on the causes, solution of remedy or expenses of remedy, etc. of the event of damages through consultation, it is necessary to engage outside professional institute for the assessment and determination. If such professional assessment institute is engaged jointly by Party A and Party B, the expenses occurred shall be prepaid by both parties by average equal share. After determination of liabilities, the expenses of remedy and fees of assessment shall be borne by the determined liable Party of in proportions to the liabilities according to the assessment report. Nine. Insurance 9.1 In the term of lease of warehouse, Party B or the owner of goods shall make and hold insurance for the goods and make the payment of premium accordingly. 9.2 In the term of lease of warehouse, Party A shall make and hold insurance for the leased warehouse provided by it and make payment of premium accordingly.9.3 In the event of accident ion the coverage of insurance, each Party shall advise the other Party in time and give mutual assistance in providing the required documents for settlement of claims.Ten. Accessing convenience and observation of laws10.1 Free entering and departing the warehouse In the term of lease, the personnel authorized by Party B(including, but not limited to, working people from Party B and people from its service provider and customers) shall be able to enter and leave the zone provided that they must abide by the relevant rules of the zone which are recognized by both parties. Party B shall have monopoly and exclusive right for controlling and managing all the people entering and leaving the area of leased warehouse and Party A shall assist Party B in assuring that only those authorized by Party B can enter into the leased warehouse. in the term of lease, the personnel authorized by Party B may use the parking lots of Party A for parking free of charges. 10.2 Abiding by lawsIn the term of lease, both parties shall abide by all the pertinent laws, rules and regulations respectively with respect to the leased warehouse as the lessor and lessee. Eleven. Sublease 11.1 Subleasing to the affiliated party 1) Party A agreed that Party B may sublease all or any part of the leased warehouse to its affiliated parties, i.e. the sub-lessee without prior consent of Party A. Party B shall advise Party A its decision of sublease and the summary of sub-lessee (including the relevance with Party B, business operation and status of assets, etc.) in 60 days advance, subject to the substantial terms and conditions under the agreement. 2) For the purpose of this agreement, the affiliated party of Party B means (i) any companies or other commercial entities controlled, directly or indirectly, by Party B or owned by Party B by shares; (ii) any companies or commercial entities that controls directly or indirectly, or hold share s of, Party B; or (iii) any companies or commercial entities which are, together with Party B, control or under the common control, directly or indirectly, of an entity. The expression of Control hereof means the ownership of not less than 50% voting power for appointing the majority of board of directors or exerting the management right in the company.3) The sub-lessee shall make payment of rent for the subleased part to Party B, who shall make the payment still of all rent of leased warehouse to for Party B of not paying the rent t
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