厂房租赁合同

出租方： (以下简称甲方）

承租方： （以下简称乙方）

根据有关法律法规，甲乙双方经友好协商一致达成如下条款，以供遵守。

第一条 租赁物位臵、面积、功能及用途

1.1 甲方将位于 一处厂房（以下简称租赁物）租赁于乙方使用。

1.2 本租赁物的功能为生产厂房及办公使用,包租给乙方使用。

如乙方需转变使用功能，须经甲方书面同意。

1.3 本租赁物采取包租的方式，由乙方自行管理。

第二条 租赁期限

2.1 租赁期限为 年，即从 年 月 日起至 年 月 日止。

2.2 租赁期满，乙方如需续租，需提前三个月提出，经甲方同意后，甲乙双方将对有关租赁事项重新签订租赁合同。在同等承租条件下，乙方有优先权。

第三条 租赁费用

3.1租金

租金为年租金。共计人民币 元。

第四条 租赁费用的支付

4.1 租赁费用半年交付一次，乙方应于每年 月 日和 月 日以前向甲方支付年租金，采用先付后租的方式。

第五条 专用设施、场地的维修、保养

5.1 乙方应负责租赁物内专用设施的维护、保养、并保证在本合同终止时专用设施以可靠运行状态随同租赁物归还甲方。甲方对此有检查监督权。

5.2 乙方对租赁物附属物负有妥善使用及维护之责任，对各种可

能出现的故障和危险应及时消除，以避免一切可能发生的隐患。

5.3 乙方在租赁期限内应爱护租赁物，因乙方使用不当造成租赁物损坏，乙方应负责维修，费用由乙方承担。

5.4 租赁期满后，租赁物归还时，应当符合正常使用状态。

第六条 合法经营、防火安全

6.1 承租方在使用租赁物时必须遵守中华人民共和国的法律法规以及地方性法律法规的有关规定，如有违反，应承担相应责任。倘由于承租方违反上述规定影响建筑物周围其他用户的正常运作，所造成损失由承租方赔偿。

6.2 乙方在租赁期间须严格遵守《中华人民共和国消防条例》以及本企业有关制度，积极配合甲方做好消防工作，否则，由此产生的一切责任及损失由乙方承担。

6.3 乙方应在租赁物内按有关规定配臵灭火器，严禁将车间内消防设施用作其它用途。

第七条 装修条款

7.1 在租赁期限内如乙方须对租赁物进行改建，须事先向甲方提交改建设计方案，并经甲方同意，同时须向政府有关部门申报同意。

7.2 如乙方的改建方案可能对租赁物主结构造成影响的，则应经甲方及原设计单位书面同意后方能进行。

第八条 免责条款

8.1 若因政府有关租赁行为的法律法规的修改或因甲方特殊原因而导致甲方无法继续履行本合同时，需提前三个月通知乙方，甲方可因此而免责。

8.2 凡因发生严重自然灾害、战争或其他不能预见的、其发生和后果不能防止或避免的不可抗力致使任何一方不能履行本合同时，遇有上述不可抗力的一方，应立即通知对方，并应在三十日内，提供不可抗力的详情及合同不能履行，或不能部分履行，或需延期履行理由的证明文件。该项证明文件应由不可抗力发生地区的公证机关出具，如无法获得公证出具的证明文件，则提供其他有力证明。遭受不可抗力的一方由此而免责。

第九条 合同的终止

本合同提前终止或有效期届满，甲、乙双方未达成续租协议的，乙方应于终止之日或租赁期限届满之日迁离租赁物，并将其返还甲方。乙方逾期不迁离或不返还租赁物的，应向甲方加倍支付租金，但甲方有权书面通知乙方其不接受双倍租金，并有权收回租赁物，强行将租赁场地内的物品搬离租赁物，且不负保管责任。

第十条 通知

根据本合同需要发出的全部通知以及甲方与乙方的文件往来及与本合同有关的通知和要求等，应以书面形式进行。

第十一条（附加条款）

11.1乙方所用水电费按市场规定的供给价加损耗费计费。

11.2乙方从业人员人身安全事宜由乙方全部负责办理。

11.3 乙方在租赁期间，如将租赁物转租，须事先征得甲方的书面同意，如果擅自中途转租转让，甲方有权随时中止合同，并不再退还已收租金。

第十二条

合同效力本合同未尽事宜双方必须依法共同协商解决。本合同一式二份，双方各持一份。

本合同经双方签字盖章，并收到乙方支付的年租金后生效。

甲方代表（签字）： 乙方代表（签字）：

签订时间： 年 月 日

第二篇：标准厂房租赁合同范本(英文)

LEASE CONTRACT FOR STANDARD FACTORY PREMISES BETWEEN

AND

CONCERNING

LEASE CONTRACT FOR STANDARD FACTORY PREMISES

TABLE OF CONTENTS

LEASE ................................................................................................................................. 1 TERM OF LEASE AND FIT-OUT PERIOD ........................................................................ 1 RENT AND FEES ................................................................................................................ 2 DELIVERY AND TAKING POSSESSION OF THE FACTORY PREMISES ........................................................................................................................... 4 REPAIR AND MAINTENANCE ......................................................................................... 6 ALTERATION AND REBUILDING.................................................................................... 7 RETURN .............................................................................................................................. 8 OTHER RESPONSIBILITIES AND OBLIGATIONS .......................................................... 8 TAXES, FEES AND CHARGES .......................................................................................... 9 REPRESENTATIONS AND WARRANTIES .................................................................... 10 TERMINATION ................................................................................................................ 12 INSURANCE ..................................................................................................................... 13 FORCE MAJEURE ............................................................................................................ 13 NOTICE ............................................................................................................................. 14 GOVERNING LAW AND DISPUTE RESOLUTION ........................................................ 14 MISCELLANEOUS ........................................................................................................... 15 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 1. APPENDIX 1 .................................................................................................................................. 18 CERTIFICATE OF BUILDING OWNERSHIP OF THE PREMISES ............................................. 18 APPENDIX 2 .................................................................................................................................. 19 STATE-OWNED LAND USE RIGHT CERTIFICATE OF THE LAND ........................................ 19 APPENDIX 3 .................................................................................................................................. 20 BASIC INFORMATION OF THE FACTORY PREMISES ............................................................ 20 APPENDIX 4 .................................................................................................................................. 21 REQUIREMENTS OF THE FACTORY PREMISES UPON DELIVERY ...................................... 21

This Lease Contract for Standard Factory Premises (hereinafter referred to as the “Contract”) is entered into by and between the following parties in (Please insert the execution place), the People’s Republic of China (the “PRC”) on (Month) (Date), (Year):

Party A (Lessor): (Please insert the name of the Lessor)

Party B (Lessee): (Please insert the name of the Lessee)

(Party A and Party B hereinafter referred to individually as the “Party” and collectively as the “Parties”.)

After full negotiation, Party A and Party B hereby enter into this Contract on the lease of the No. (Please insert the serial number) standard factory premises located in (Please insert the location):

1. LEASE

Party A hereby agrees to lease to Party B certain premises of the No. (Please insert the serial number) standard factory premises, with a construction area of (Please insert the area of the premises) square meters (the “Premises”), located in (Please insert the location), whose details are more specifically and fully described in the Building Ownership Certificate attached hereto as Appendix 1, together with the (Please insert the area of such Land) square meters (the “Land Use Rights”), which is obtained by specifically and fully described in the State-owned Land Use Rights Certificate attached hereto as State-owned land use rights of the land (the “Land”) pertaining to the Premises with a total area of granting (the boundary of the Land, and the nature and term of the Land Use Rights, etc. are more Appendix 2), and all fixtures and improved facilities currently existing on the Land, all public utilities Premises” in this Contract), for Party B’s use. The basic information of the Factory Premises is and facilities related to the Premises and the Land (jointly referred to as the “Facilities” Facilities, together with the Premises and the Land Use Rights hereinafter collectively referred to as the “Factory provided for in Appendix 3 of this Contract. Party B agrees to lease from Party A the Factory Premises.

2. TERM OF LEASE AND FIT-OUT PERIOD

Party B hereby leases the Factory Premises from Party A for a period of (Please insert the number) shall be the commencement date of the lease. months (the “Term of Lease”). Unless otherwise provided hereinafter, the Term of Lease shall commence on (Month) (Date), (Year) and expire on (Month) (Date), (Year). (Month) (Date), (Year) Party A agrees to provide Party B with no less than (Please insert the number) months as the fit-out period before the commencement date of the lease (the “Fit-out Period”). The fit-out period shall 1

commence on the next day of the date on which Party A delivers the Factory Premises to Party B in accordance with Article 4 hereof (“Commencement Date of the Fit-out Period”).

Party B is entitled to request renewal the lease of the Factory Premises (“Renewal”) with a notice to Party A in writing no later than (Please insert the number) months prior to the expiration of the Term of accordance with the stipulation concerning the mark up of the rent for the renewed term as provided in and the term of the lease), unless the Parties may agree otherwise.

3.

3.1 RENT AND FEES Unless this Contract is early terminated, and provided that Party A permits Party B to occupy and use the Factory Premises, Party B shall pay Party A the occupation fee of the Factory

the Term of Lease. Premises during the fit-out period (“Factory Premises Occupation Fee”) and the Rent during The Factory Premises Occupation Fee and the Rent during the Term of Lease shall be calculated as follows.

(a)

(b)

3.3 The Factory Premises Occupation Fee shall be: (Please insert the amount of such Fee or the formula to calculate such Fee); Rent of the Factory Premises during the Term of Lease (“Rent”) shall be: (Please insert the amount of such Rent or the formula to calculate such Rent); Section 3 of Article 3 of this Contract. If the Parties reach a consensus of the rent for the renewed term, Lease. Under such circumstances, the Parties shall discuss and confirm the rent for the renewed term in the Parties shall sign a renewal contract with the same terms and conditions hereof (except for the rent 3.2 Upon the expiry of the Term of Lease, if Party B requests to renew the lease, the Parties may discuss adjustment to the Rent according to the then fair market rate and actual conditions of the Factory Premises. Upon Party A’s consent, however, the mark up of the total rent for the renewed term shall in no event exceed (Please insert the stipulated mark up) percent of the Rent

term. provided in Section 2 (2) of Article 3 of this Contract, viz. total Rent of the Factory Premises shall not exceed USD (Please insert the amount of such total Rent)/month during the renewal

3.4 Both the Factory Premises Occupation Fee and the Rent shall be settled on a quarterly basis. If the expiry date of the fit-out period is a date other than the last day of a calendar quarter, the Factory Premises Occupation Fee and the Rent payable by Party B to Party A shall be the sum

which are, respectively, calculated on a pro-rata basis based on the actual number of days of of the Factory Premises Occupation Fee and the Rent payable for such a calendar quarter, 2

the fit-out period, for the Factory Premises Occupation Fee, and the term of lease, for the Rent, amount of the Factory Premises Occupation Fee and the Rent for each calendar quarter shall be paid before the twentieth (20th) day of the second month of each quarter following the Commencement Date of the Fit-out Period. If the Commencement Date is a date other than the and the last quarter shall be prorated on a daily basis and paid respectively on or before the last day of the first and the last quarter.

Party B shall pay the Factory Premises Occupation Fee and the Rent by cash or check-only-stipulated in the tax law. first day of a calendar quarter, or the termination date of the Term of Lease is a date other than the last day of a calendar quarter, the Factory Premises Occupation Fee or the Rent for the first within such a calendar quarter. The Factory Premises Occupation Fee or the Rent or the total 3.5 for-account. Within three (3) days of receipt of the payment from Party B, Party A shall issue to Party B an official receipt which complies with financial regulations and requirements

3.6 Within three (3) days from Party A’s delivery of the Factory Premises to Party B, Party B shall pay an amount equal to three (3) month’s Rent without any deduction to Party A in advance as deposit (the “Deposit”) for Party B to perform the Contract. The Deposit shall not bear

Deposit shall be returned to Party B pursuant to the provisions of this Contract after deducting all amounts payable and unpaid by Party B. interests to Party B. Upon the expiration of the Term of Lease or earlier termination, the

3.7 In the event that Party B delays to pay the Factory Premises Occupation Fee and/or the Rent, Party A may demand a penalty from Party B in an amount equal to (Please insert the rate of

attributable to Party B. such penalty) (__%) of the overdue amount of the Factory Premises Occupation Fee and/or the Rent on daily basis. Party B, however, is not responsible for such penalty if such overdue is not Party B shall bear all the fees and charges arising from its use of public utilities of the Factory Premises during the Term of Lease.

The Parties hereby acknowledge that Factory Premises Occupation Fee and the Rent payable by Party B to Party A hereunder shall be all the payment payable by Party B to Party A in connection with and for the lease of the Factory Premises hereunder, and, unless expressly other fees or charges to Party A for the lease of the Factory Premises hereunder, nor shall Party B bear any other liabilities in connection with the Factory Premises. provided otherwise hereunder, Party B shall not be required to and not be obligated to pay any 3.8 3.9

3.10 Any account hereunder shall be paid in RMB. In the event that any account is calculated in USD, it shall be converted into RMB according to intermediate exchange rate of RMB against 3

USD posted by the People’s Bank of China on (Please insert the date) of the then current month.

4.

4.1 DELIVERY AND TAKING POSSESSION OF THE FACTORY PREMISES Possession

Both Parties hereby agree that Party B shall have the right to take possession of the Factory a full and unrestricted 24-hour use of the Factory Premises.

Preparation of the Factory Premises

Prior to Party B’s possession of the Factory Premises, Party A shall, at its own cost, prepare Party B’s possession of the Factory Premises pursuant to this Contract:

(a) the Factory Premises so that Party B is able to make a full and proper use thereof for the Premises on the Commencement Date of the Fit-out Period, and take exclusive possession of the Factory Premises for the Fit-out Period and the Term of Lease, thereby permitting Party B 4.2 purposes of this Contract. Party A shall, in particular, ensure that, prior to or on the date of The construction of the Factory Premises has been completed and passed the

The basic outfits are as follows: completion acceptance in accordance with (Please insert the construction standards). (Please insert the particulars for such basic outfits).

The Parties agree that, in case the basic outfits of the Factory Premises set forth in this Section hereof, those of a higher requirement shall prevail.

(b) 2(1) are in conflict or have discrepancies with those set forth in Appendix 3 and Appendix 4 The Factory Premises shall have electricity and water supply facilities for Party B’s production and business operation. The diameter of pipe of water supply shall be (Please insert the number) mm, the diameter of water meter shall be (Please insert the

safe and comply with the standards stipulated in the relevant PRC laws and regulations with all relevant State and local laws and regulations of the PRC. number) mm and the box-style transformer substation shall have a capacity of (Please insert the number) KVA. The electricity wiring system of the Factory Premises shall be with the electricity circuit of the Factory Premises separate from that of other buildings. All the abovementioned facilities shall be in a good condition and shall fully comply

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(c)

(d)

(e) The Factory Premises shall comply with all the relevant safe standards, structurally sound without leakage or any other damage. The Factory Premises shall have fire protection facilities in compliance with the laws and regulations and the requirements of the fire protection department. Sewage (wastewater) central processing system has been established by (Please insert the place where the Factory Premises is located). Party B may discharge sewage or waste water possibly created during the process of its production and daily operation to the sewage central processing system that satisfy the minimum discharging standard required by the aforesaid sewage central processing system. Party A ensures that the

the PRC and release Party B from any and all obligations or losses incurred from improper processing of above mentioned sewage central processing system. process of sewage or waste water by the sewage central processing system complies with all applicable State and local laws and regulations on environment protection of

(f)

4.3 The Factory Premises shall be clean and free from all refuse, waste and all other deposit, debris, cast-off and impediment in, out and neighbouring the Factory Premises. Party A shall deliver the Factory Premises to Party B in accordance with the conditions agreed herein before (Month) (Date), (Year). Party A shall serve fifteen days prior notice to Party B for the inspection of the Factory Premises. Party B shall conduct an inspection on the Factory

Party B shall issue a written acceptance certificate to Party A. The date on which Party B result is not eligible, Party B shall prepare a written report to Party A, listing all items of Premises within ten (10) days of receipt of such notice. If the result of the inspection is eligible, issues such written acceptance certificate shall be delivery date of the Factory Premises. If the defects and non-compliance with the delivery conditions under this Contract which are detected to whether it agrees to correct the defects and non-compliance, and, if it agrees, the plan and Party A shall not unreasonably refuse such correction. All corrective actions shall be completed in the inspection hereunder. Party A shall promptly provide a written response to such report as time schedule for correcting such defects and non-compliance shall be prepared, however, within seven (7) days after Party B submits the report pursuant to this Section. If any of such reasonable plan and timetable for the completion of such correction shall be proposed by Party A as may be acceptable to Party B to the greatest extent. After Party A completes the written acceptance certificate to Party A. corrective actions is not reasonably expected to be completed within such seven (7) days period, correction, it shall provide Party B with reasonable time to conduct an inspection on the Factory Premises again. If the result of the re-inspection is eligible, Party B shall issue a 5

4.4 In the event that Party A fails to deliver the Factory Premises to Party B on or before (Month) (Date), (Year), Party A shall pay a penalty to Party B in an amount equal to (Please insert the

the Contract in the event that the overdue is over 30 days. rate of such penalty) ?(__%) of the monthly rent on daily basis. Party B is entitled to rescind Notwithstanding Section 4 of Article 4 hereinabove, in the event any corrective action set forth in Section 3 of Article 4 above is not completed by Party A, or Party A is in breach of any of reserve the right to terminate this Contract pursuant to the provisions hereof. On the condition its obligations of repair and maintenance under Article 5 hereof, Party B shall be entitled to take possession and make use of the Factory Premises in accordance with this Contract, and that Party B chooses to continue to use the Factory Premises, the Factory Premises Occupation Fee or the Rent for the respective quarter shall be reduced for each day of Party A’s breach of its obligations hereunder by an daily amount equal to (Please insert the reduction percentage) (__%) of the quarterly Factory Premises Occupation Fee or the Rent. Such reduction of the Factory Premises Occupation Fee or the Rent shall not release Party A from any obligations of such breach pursuant to law or this Contract.

REPAIR AND MAINTENANCE

Repair by Party A

During the Fit-out Period and the Term of Lease, Party A shall, at its own cost, repair and maintain the Factory Premises.

Party A shall carry out its obligation of repair and maintenance under this Contract properly compensating losses suffered by Party B or impeding Party B from obtaining compensation for 4.5 5. 5.1 and without delay. All such repair and maintenance shall be carried out without hindrance or damage to Party B’s normal business operations out of normal scope and extent and with at repair and maintenance are upon Party’s request, Party A shall repair and maintain ten (10) days of Party B’s notice, or for repair of the main body, fails to make appropriate least three days prior written notice to Party B except for emergency repair. However, if the immediately or on the time requested by Party B and shall not be restricted by the notification arrangement for the repair and maintenance within ten (10) days after a written notice is given time mentioned above. If Party A fails to carry out the repair and maintenance hereunder within by Party B and complete the repair within a reasonable time, except that it is not feasible to or it is reasonably delayed due to Party B’s default, Party B shall have the right to terminate this Contract.

Repair by Party B

6 carry out the aforesaid repair and maintenance due to external factors such as whether and etc., 5.2

If Party A fails to conduct the repair and maintenance promptly as required herein, Party B shall have the right to make such repair and maintenance by itself or by means of employing a third party, and be entitled to request Party A to reimburse all direct expenses, or be entitled to directly deduct such expenses from the Factory Premises Occupation Fee or the Rent to be paid vouchers proving actual incurrence of the above mentioned costs. Both Parties hereby confirm laws and this Contract. to Party A pursuant to this Contract, and Party B shall offer to Party A copies of payment that payment or deduction of the said expenses does not prevent, lessen or influence Party B’s rights to claim for compensation against Party A for its delayed repair and maintenance under During the Fit-out Period and the Term of Lease, Party B shall at its own cost be responsible for the repair and maintenance of any addition, alteration or rebuilding of the Factory Premises it conducts.

6.

6.1 ALTERATION AND REBUILDING Party A hereby agrees that, during the Fit-out Period and the Term of Lease, on the premise of complying with Section 2 below, Party B is entitled to, at its own cost, make any new construction, reconstruction, addition, alteration, improvement or fit-out to any part of the

altering to (Please insert the parts to be improved) of the Factory Premises. Factory Premises (hereinafter referred to as “Improvements”), including but not limited to If Party B intends to make Improvements to the interior of the Factory Premises (including outer walls of the Premises), it shall obtain written consent from Party A in advance. However, Party A shall not unreasonably refuse the Improvements, which will not damage the structure of the Factory Premises significantly. If Party B intends to make Improvements to the exterior of the Factory Premises, it shall obtain approval from relevant government departments in insert the place where the Factory Premises is located). advance (if necessary), and such Improvements shall not damage public utilities in (Please If it is necessary for Party B to acquire consent to the Improvements from relevant government departments, Party A shall, at its own cost, apply for and make its best efforts to obtain all Improvements from the government agencies. relevant permits, approvals and registrations necessary for conducting and completing such Party B’s Improvements made under this Section 1 of Article 6 shall be regarded as a part of the Factory Premises hereunder and Party A shall collect no additional Factory Premises Occupation Fee or Rent for such Party B’s Improvements. 6.2 6.3 6.4

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7. RETURN

Upon the expiration of the Term of Lease or earlier termination of the Contract, Party B shall not be obligated to recover Improvements or alterations of the Factory Premises to the conditions on delivery and shall be entitled to choose to dismantle them or not, except for recovering original bearing to dismantle them, it shall not be responsible to compensate for or repair normal non-structural wear-not to dismantle them, the Improvements shall be owned by Party A.

8.

8.1 OTHER RESPONSIBILITIES AND OBLIGATIONS In addition to the responsibilities and obligations under this Contract, Party A shall also assume the following responsibilities and obligations:

(a) Make its best efforts to ensure that Party B will be able to conduct all activities related

circumstance during the Fit-out Period and the Term of Lease; structures of the Factory Premises on the Commencement Date of the Fit-out Period. If Party B chooses and-tear or damage incurred from normal use or dismantlement of Improvements; if Party B chooses to its production and business operations in the Factory Premises under all

Deliver the Factory Premises to Party B in accordance with the time and conditions set forth in Article 4 of this Contract and ensure Party B to normally use the Factory Premises throughout the Fit-out Period and the Term of Lease without being disturbed;

Prior to the Commencement Date of the Fit-out Period, at its own cost, apply for and

Factory Premises for Party B; (b) (c) obtain all permits required by the government for legally using all public utilities of the

Install independent or separate meters, at its own cost, for all public utilities for the

throughout the Fit-out Period and the Term of Lease. (d) Factory Premises, and unless for reasons beyond Party A’s control, ensure uninterrupted supply of electricity, water and other utilities to the Factory Premises

Charge fees for electricity, water and other public utilities supplied to and actually used by Party B at such rates and time as Party A is charged by the respective

and other public utilities in the name of Party B. suppliers without any surcharge, and upon the request of Party B, assist Party B to establish direct relations of supply with the respective suppliers of electricity, water

Promptly pay all applicable taxes and other financial obligations, which are imposed (e) (f) on Party A with respect to the lease, possession and use of the Factory Premises by

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Party B hereunder in accordance with relevant laws and regulations and safeguard against any negative influence on Party B’s lease, possession and use of the Factory Premises due to arrears of tax and fees.

(g) During the Fit-out Period and the Term of Lease, ensure a full and free access to the Factory Premises for all personnel, visitors and guests of Party B from the nearest

Factory Premises. public roads, and permit the Party B to use all pathways, easements or roads of such nature, whether in current use or to be built in the future around or relating to the

Obtain and maintain during the Term of Lease all the necessary registrations or

other departments, complete all relevant procedures and bear all the relevant fees and (h) approvals for Party B’s lease of the Factory Premises from relevant government or

charges, including but not limited to applying for and obtain the Lease Certificate to

early as possible. the relevant registration agency within (Please insert the number) days after the formal execution of this Contract, deliver the original of such Lease Certificate to Party B as

8.2 In addition to the responsibilities and obligations under this Contract, Party B shall also assume the following responsibilities and obligations:

(a)

(b)

(c)

(d)

(e) Shall not sublease the Factory Premises to a third party without Party A’s consent; Shall be responsible for indemnifying or repairing damages of the Factory Premises and its ancillary facilities resulting from improper use or other factitious factors; the Factory Premises; business license; Provide necessary assistance for Party A’s inspection, reparation and maintenance of Use the Factory Premises in accordance with the business scope set forth in its Comply with relevant PRC laws and regulations on environmental protection.

9.

9.1 TAXES, FEES AND CHARGES Taxes and Fees

(a) Unless otherwise expressly provided hereunder, Party A shall pay all taxes, fees and charges that shall be borne by Party A under the laws pertinent to the execution and 9

performance of this Contract, including, but not limited to, (i) all taxes, fees and charges levied or charged by the government, which are necessary to be paid for Party A’s execution and performance of the Land-Use-Right Granting Contract, obtaining the Land Use Right, the Premise Ownership Certificate, any other permits and under this Contact, and for confirming the boundary, area and purpose of use of the Factory Premises; and (ii) the land use fee, property taxes in any form, rental tax, PRC; this Contract, which shall be paid by Party A under the laws and regulations of the approvals enabling and qualifying Party A to lease the Factory Premises to Party B stamp duties, registration fee of this Contract or other fees arising in connection with (b) Unless otherwise expressly provided hereunder, Party B shall pay all the taxes, fees and charges related to the execution and performance of this Contract, which is prescribed by the law to be borne by Party B;

(c) Unless otherwise expressly provided hereunder, if there is no law, regulation or policy

in equal proportion the fees and charges related to the performance of this Contract and for both Parties’ common interests. specify explicitly which Party shall bear such fees and charges, the Parties shall share

9.2 Right to Pay Instead

If either Party fails to pay taxes, fees and charges in accordance with this Contract, the other Party shall be entitled to pay instead and to request compensation for such payments, including all losses and damages incurred therefrom.

Indemnification

One Party shall indemnify the other Party for all claims and damages, which may occur due to both Parties agree that, the capped amount of such indemnification shall not exceed the total amount of the Rent of (Please insert the number) months hereunder.

REPRESENTATIONS AND WARRANTIES

Party A’s Representations and Warranties

(a) It is the sole owner of the Factory Premises as evidenced by the Certificates of Buildings Ownership and the State-owned Land Use Right Certificate attached hereto as Appendix 1 and Appendix 2. any default of the other Party to pay any taxes, fees or charges as set forth above. However, 9.3 10. 10.1

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(b) The Land Use Right under this Contract has been legally and appropriately transferred under the name of Party A, and Party A has paid in full the price, taxes, fees or

thereto; charges (including but not limited to the land use right granting fee) payable or related It has obtained all necessary approval, permission and authorization (including, but not limited to, the approval, permission and authorization necessary under the law or its foreign invested enterprise for the purpose of use under this Contract; corporate documents), and has the right to lease the Factory Premises to Party B as a The Factory Premises are free from any mortgages and any other restraints or Premises under this Contract. After the Contract takes effect, Party A is entitled to mortgage the Factory Premises to a third party given that Party A gives Party B a (c) (d) encumbrances that would affect Party B’s use of the part or whole of the Factory written notice in advance. However, Party A’s mortgage of the Factory Premises shall that, when the mortgagee realizes its mortgage right, the new owner of the Factory Party A’s obligations and responsibilities hereunder. Premises will issue a written commitment to Party B indicating it will fully perform On the Commence Date of the Term of Lease, no government or administrative department, military unit, organization, company or any other entity or individual in Premises or any other part thereof or has any other claim to or right over the Factory any form or of any description has the right to use, occupy or control the Factory Premises which may in any manner whatsoever adversely affect Party B’s right to use claim is pending and no plan or proposal to grant any such claim; the Factory Premises for the purposes hereunder, and/ or subject Party B’s right to use the Factory Premises to any conditions other than those specified herein, and no such not affect Party B’s rights hereunder. Especially, Party A shall cause and undertake (e) (f) On the date of Party B’s occupation of the Factory Premises, there shall be no environmental pollution that will in any way interfere with Party B’s business operation or result in non-compliance with any PRC environmental protection laws or regulations and that, to its knowledge, no such pollution will arise during the Term of Lease;

(g) If during the Fit-out Period or the Term of Lease any environmental pollution is detected, which is due to the former use of the Factory Premises prior to the

release Party B from any liability arising from such environmental pollution; and Commencement Date of the Term of Lease, Party A shall indemnify the sufferer and

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(h) If Party B is prevented from utilizing the Factory Premises as contemplated under this Contract due to a breach of any of the representations and/or warranties set forth in

fees which may be incurred by Party B thereunder. this Article 10 by Party A, Party A shall indemnify Party B for all losses including but not limited to related interests, penalties, relocation costs and expenses, and attorney

10.2 Party B’s Representations and Warranties

(a)

(b) It has obtained all necessary authorization to occupy and use the Factory Premises leased by Party A; and From the Commencement Date of the Fit-out Period, if it violates any PRC law

shall, as soon as possible after becoming aware of the said fault, take necessary relating to the environment or safety of health or other laws due to its own fault, it

measures to correct it, and shall be liable for any losses of Party A incurred thereunder.

11.

11.1

11.2 TERMINATION Subject to the following Sections in this Article and all other terms and conditions herein, this Contract shall be terminated on the last date of the Term of Lease. In the event that Party B has exercises the pre-emptive right pursuant to Section 1 of Article 16

into effect, this Contract shall be terminated. hereunder and an agreement on purchasing the Factory Premises has been reached and come Party B shall be entitled to terminate this Contract under the following circumstance:

(a) If, through no fault of Party B, after Party B takes possession, the Factory Premises becomes in any way inadequate and/or defective or is damaged or destroyed, or any other event occurs through no fault of Party B, such that Party B is unable to use the entire Factory Premises or a significant part thereof for the purposes hereunder; or 11.3

(b) If Party A otherwise breaches any provision of this Contract, and such breach remains uncured fourteen (14) days after Party B has provided Party A with a written notice of the breach; or

(c) If it is at any time during the Fit-out Period or the Term of Lease unable to operate its business as the result of a loss of public utilities supply to the Factory Premises

for more than seven (7) days; or through no fault of Party B continuously in any thirty (30) days period or aggregately

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(d)

11.4 If Party B gives Party A a written notice to terminate this Contract three (3) months in advance at any time of during the Fit-out Period or the Term of Lease. Either Party may terminate this Contract upon seven (7) days’ prior written notice if force

Premises for a period of thirty (30) days. majeure, as defined in this Contract, prevents Party B from occupying or utilizing the Factory Upon termination of this Contract, each Party shall be released of its respective obligation hereunder except for any claims, payments, losses or indemnities, which are entitled to either Party prior to such termination. Both Parties agree that, termination of this Contract for any losses or indemnities for the remaining Fit-out Period or Term of Lease.

INSURANCE

At any time during the Fit-out Period and Term of Lease, Party A shall procure and maintain Factory Premises, and shall provide a copy of all such insurance coverage and policies to Party B prior to the execution of the Contract by the Parties. effective property insurance, covering all buildings and facilities included in or attached to the reason shall not entitle Party A to further payments, Factory Premises Occupation Fee, Rent, 11.5 12. 12.1

12.2 During the Fit-out Period and the Term of Lease, Party B may procure and maintain insurance

when necessary. for the Factory and/or the equipments and facilities inside the Factory Premises at its own cost 13.

13.1 FORCE MAJEURE Should either Party be prevented wholly or in part from fulfilling any of its obligations under this Contract for force majeure, such obligation shall be suspended to the extent and in the period affected thereby. The Party claiming force majeure under this Article 13 shall be entitled to have such extension of time to fulfil such obligation as may be reasonably necessary according to actual circumstances.

13.2 Force majeure hereunder shall be defined as any events the occurrence and consequences of

the Party claiming force majeure. which are unavoidable, unforeseeable and unconquerable such as but not limited to earthquake, typhoon, flood, fire, embargo, riot or war, but which shall exclude the financial difficulties of Within three (3) days from the commencement date of any event of force majeure, the suffering Party shall notify the other Party and take reasonable measures to mitigate the occurrences of damages, and shall furnish proof of the occurrence issued by relevant agency to the other Party.

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Under possible circumstances, the suffering Party shall resume to perform this Contract within performing this Contract over thirty (30) days for force majeure, the other Party shall be entitled to terminate the Contract by a written notice.

NOTICE

All documents, requirements, notices and vouchers (hereinafter collectively referred to as the registered mail or express delivery; or (3) facsimile to:

Party A:

(Please insert the name of the Lessor) “Notices”) sent by one Party to the other shall be in writing and be served (1) in person; (2) ten (10) days after the termination of force majeure. If either Party is still prevented from 14. 14.1 Address: (Please insert the address of the Lessor) Fax: (Please insert the fax number of the Lessor)

(Please insert the name of the Lessee) Zip Code: (Please insert the zip code of the Lessor) Addressee: (Please insert the name of the Lessor’s Addressee)

Address: (Please insert the address of the Lessee)

Fax: (Please insert the fax number of the Lessee) Phone: (Please insert the phone number of the Lessee)

Addressee: (Please insert the name of the Lessee’s Addressee) Party B:

14.2 Unless otherwise provided expressly in the Contract, all Notices shall be deemed to have been

on the seventh day after sending with postage fully paid; (3) if sent by fax, at the time of sending attached with a report proving having sent it out.

writing immediately. duly served upon the earliest occurrence of the following circumstances: (1) if delivered in person, the day of receiving correspondence; (2) if sent by registered mail or express delivery, 14.3 Should the name and/or address or fax of either Party change, it shall notify the other Party in 15.

15.1

15.2 GOVERNING LAW AND DISPUTE RESOLUTION This Contract shall be governed by and be construed in accordance with the law of the People’s Republic of China. Any dispute arising out of or in connection with this Contract shall be friendly negotiated by both Parties at first. In the event that the dispute cannot be settled through negotiation, it shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in (Please insert the place for arbitration) in accordance with its then effective

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arbitration rules. The arbitration award shall be final and binding upon both Parties. The Commission determines otherwise.

MISCELLANEOUS

During the Fit-out Period, Term of Lease and the renewal of Term of Lease (if any), if Party A transfers the Factory Premises in whatever manners, it shall notify Party B in writing at least (Please insert the number) months in advance prior to the occurrence of such transfer. All substantial terms and conditions on the transfer of the Factory Premises shall be specified in conditions. the notice, and Party B shall have pre-emptive right to buy the Factory Premises under equal The contractor to conduct interior fit–out of the Factory Premises shall be determined by quotation and quality. arbitration fees and attorney fees shall be borne by the losing Party, unless the Arbitration 16. 16.1 16.2 bidding. Party B shall give priority to Party A as fit-out contractor on condition of same Party B shall be entitled to, at its own cost and according to its own needs and requirements, design and make billboards on which the company name, address, product, trademark and business name are displayed, and erect or hang them in (Please insert the place where the of the PRC and the public order and good custom of the society, Party A shall be responsible Factory Premises is located). If the area of such billboards is not larger than (Please insert the 16.3 area of such billboards) square meters and their contents are not in violation of mandatory laws for applying for and obtaining any possibly necessary approval, license, registration or filing. If the area of such billboards is larger than (Please insert the area of such billboards) square meters, Party B shall submit the blueprints of the billboards to Party A in advance, and Party A registration or filing for Party B. If Party B fails to reply to Party A in writing within fifteen shall make its best efforts to apply for and obtain any possibly necessary approval, license,

(15) working days after Party A submits the blueprints of the billboards, the blueprints of the billboards submitted by Party B shall be deemed as having been approved, and Party A shall release Party B from any liabilities incurred from the lack of proper examination and approval for the design, making, erecting and hanging of the billboards.

16.4 Whereas the wholly foreign invested enterprise to be invested and established by Party B in

agree that, it shall be Party B that conclude this Contract with Party B at first. After Party B’s (Please insert the place where the Factory Premises is located) (“Party B’s Invested Enterprise”) has not been approved by and registered with the government, the Parties acknowledge and Invested Enterprise is approved to be established by the relevant governmental authorities, Contract. At that time, except that the expression of “Party B’s Invested Enterprise” shall be Party B’s Invested Enterprise shall succeed all the rights and obligations of Party B under this 15

deleted and Party B shall be substituted by Party B’s Invested Enterprise, Party A and Party new Standard Factory Premises Lease Contract, this Contract shall be repealed. B’s Invested Enterprise shall execute a new Standard Factory Premises Lease Contract, whose terms and conditions are completely consistent with this Contract. Upon the execution of the Failure to exercise or delay in exercising any right or claim under this Contract shall not constitute a waiver of the right or claim or a waiver of any other right or claim. No single or the right or claim or the exercise of any other right or claim. partial exercise of any right or claim under this Contract shall prevent any further exercise of The invalidity of any provisions of this Contract shall not affect the validity of any other 16.5 16.6 provision of this Contract. In the event that any one or more of the provisions of this Contract are deemed as invalid, illegal or unenforceable in any respect, such provision(s) shall be impaired thereby, and the Contract shall be construed insofar as possible to reflect the commercial basis and the real intent expressions on which the Parties enter into this Contract. deemed segmented and deleted from this Contract and the validity, legality and/or enforceability of the remaining provisions contained herein shall not in any way be affected or 16.7 Unless otherwise expressly stipulated in the Contract, the rights and claims contained in this Contract are cumulative and are not exclusive of any rights or claims provided by laws and regulations.

16.8 This Contract is written and executed in Chinese and English, and both language versions shall

premise of full reference of the English version. be equally authentic. In case of any discrepancy, the Chinese version shall prevail on the This Contract is made in quadruplicates and each Party keeps two originals. 16.9

(No main body hereafter.)

Party A: (Please insert name of the Lessor) (seal)

Legal Representative: (Please insert the name of the Lessor’s Legal Representative)

Authorized Signature: (Please insert the name of the Lessor’s Authorized Agent)

Signature:

(Month) (Date), (Year)

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Party B (Please insert the name of the Lessee)

Authorized Signature: (Please insert the name of the Lessee’s authorized agent) Signature:

(Month) (Date), (Year)

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APPENDIX 1 CERTIFICATE OF BUILDING OWNERSHIP OF THE PREMISES

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APPENDIX 2 STATE-OWNED LAND USE RIGHT CERTIFICATE OF THE LAND

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APPENDIX 3

BASIC INFORMATION OF THE FACTORY PREMISES Total Area of the Premises:

Construction Height of the Premises: Construction Length of the Premises: Construction Width of the Premises: Bearing Capacity of the Floor: Style of the Roof Truss:

Structure of the Premises: Roof of the Premises:

Floor:

Doors and Windows:

Outer Walls:

Inner Walls:

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APPENDIX 4

REQUIREMENTS OF THE FACTORY PREMISES UPON DELIVERY Electricity Supply Index: Electricity Supply Circuit: Electricity Supply Voltage:

Static Electricity Supply Capacity: Manner of Electricity Supply: Stability of Voltage: s

Water Index:

Communication:

Drainage of Water:

Water Supply:

Fire Protection:

Illumination:

Dynamic Electricity:

Roads:

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