Contract for Admission for Operation
Exhibit 4.10
Hexin
Shopping Mall
Hexin
Commercial Management Co., Ltd.
Merchant:
Goods
Category:
Representative:
No.
200613024-XZ
Table
of Contents of
the
Contract for
Admission
for
Operation
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Section
1 Agreement
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3
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Article
1 Basic Information on Admission for Operation
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3
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|
Article
2 Lease Term
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3
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Article
3 Delivery and Decoration of the Store Unit
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3
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Article
4 Rental
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3
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|
Article
5 Favorable Treatment
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4
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|
Article
6 Composition of the Contract
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4
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|
Article
7 Effectiveness and Counterparts of the Contract
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4
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Article
8 Special Provisions
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4
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Section
2 Standard Contract Provisions
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4
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Article
1 Delivery and Return of the Store Unit
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4
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Article
2 Decoration of the Store Unit
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5
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Article
3 Commercial Management
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5
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Article
4 Property Management
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7
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Article
5 Insurance Liability
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8
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Article
6 Decoration Security and Operation Security
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8
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Article
7 Alternation and Termination
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8
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Article
8 Liabilities for Breach
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9
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Article
9 Force Majeure
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9
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Article
10 Dispute Settlement
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9
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Article
11 Delivery of Correspondence
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10
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Article
12 Renewal
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10
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Article
13 Deletion of Contents of the Contract
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10
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Section
3 Appendices
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Appendix
I Standards for Delivery of the Store Unit and its Auxiliary
Facilities
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Appendix
II Fee Rates and Favorable Treatment
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Appendix
III Location Plan of the Store Unit
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2
Contract
for Admission to Hexin Shopping Mall for Operation
Section
1 Agreement
Commercial
management organization: Shanxi Hexin Mall Commercial Management Co., Ltd.
(Party A)
Merchant:
Taiyuan Kamei Jewelry Trading Co., Ltd. (Party B)
In order
to give full play to Party A’s resource advantage in commercial management and
maintain common interests of all owners and merchants, Party A maintains uniform
commercial management for Hexin Shopping Mall project located at ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, Taiyuan (“the Commercial Square”). In accordance with the Contract Law
of the People’s Republic of China and other relevant laws and regulations, on
the principle of voluntariness, equality, fairness and good faith, the parties
enter into the Contract through adequate consultation.
Article
1 Basic Information on Admission for Operation
Based on
Party A’s uniform commercial planning, Party B leases a store unit with a gross
floor area of 354.19 square meters
located at No.
of the
floor of the Commercial Square to sell the following
goods:
|
Goods
category
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Brand
name
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Producer
|
||
|
Jewelry
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▇▇
▇▇▇▇▇
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Shenzhen
|
||
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Precious
metals
|
▇▇
▇▇▇▇▇
|
Shenzhen
|
||
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Accessories
|
▇▇
▇▇▇▇▇
|
Shenzhen
|
||
|
High-grade
ornaments
|
▇▇
▇▇▇▇▇
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Shenzhen
|
||
|
Gifts
|
|
▇▇
▇▇▇▇▇
|
|
Shenzhen
|
Article
2 Lease Term
The lease
term commences on January 1, 2007 and ends on
December 31, 2021, totaling months, with each month
covering 365/12 days.
Article
3 Delivery and Decoration of the Store Unit
Party A
shall, by February 28,
2007, deliver the store unit meeting requirements set forth in Appendix
II hereto “Standards for Delivery of the Store Unit and its Auxiliary
Facilities” and ensure that the store unit satisfies conditions for commercial
decoration of the store unit. Party B shall complete decoration project of the
store unit by April
15, 2007, satisfying conditions for starting business, and Party B is
exempted from rental for such period. The Commercial Square starts business
operation on
, ,
and the first operating year shall commence on this date.
Article
4 Rental
4.1
Rental for Party B’s lease is as follows:
|
Rental
|
||||||||||
|
Operating
|
Area
|
standards
|
Monthly
|
Annual rental (CNY)
|
||||||
|
year
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(m2)
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(CNY/m2/day)
|
rental (CNY)
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In figures
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In words
|
|||||
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Year
1
|
354.19
|
800,000
|
Say
CNY eight hundred thousand only
|
|||||||
|
Year
2
|
354.19
|
850,000
|
Say
CNY eight hundred and fifty thousand only
|
|||||||
|
Year
3
|
354.19
|
850,000
|
Say
CNY eight hundred and fifty thousand only
|
|||||||
|
Year
4
|
354.19
|
950,000
|
Say
CNY nine hundred and fifty thousand only
|
|||||||
|
Year
5
|
|
354.19
|
|
|
|
1,000,000
|
|
Say
CNY one million
only
|
||
3
(Refer to
Appendix II for rental for the following ten years.)
4.2 Prior
to decoration, Party B shall pay Party A an amount equivalent to three-month
rental (the portion equivalent to two-month rental is paid as deposit which
shall be returned to Party B within seven days after Party B return the store
unit to Party A). Party B shall pay Party A rental for the next month by the
last working day of each month.
Article
5 Favorable Treatment
During
the term of the Contract, in order to support Party B’s business operation,
Party A shall give Party B relevant favorable treatment. Refer to the Appendix
hereto for details on relevant fee rates and favorable treatment.
Article
6 Composition of the Contract
The
Contract consists of the Agreement, standard contract provisions and appendices
to the Contract, and each component constitutes an integral part of the
Contract, jointly forming the basis for the construction of contract terms.
Terms used in the Agreement have the same meaning as given in Section 2 of the
Contract “Standard Contract Provisions”.
Article
7 Effectiveness and Counterparts of the Contract
The
Contract shall come into effect as of the date on which the parties affix their
signatures and seals hereto. The Contract is made out in quadruplicate. Party A
holds two counterparts, Party B holds one counterparty, and one counterpart is
filed, having identical legal effect.
Article
8 Special Provisions
In case
of an owner of the store unit, Party B needs not to pay rental to Party A, and
the Contract except Article 2 and 4 in Section 1 and Article 1.2 in Section 2
shall apply to Party B.
Section
2 Standard Contract Provisions
Article
1 Delivery and Return of the Store Unit
1.1 At
the time of delivery of the store unit, the parties shall jointly confirm its
current conditions and sign the Confirmation of Delivery. Where the store unit
fails to meet standards as required, Party A shall be responsible for
correction.
1.2 In
case of termination or early termination of the Contract, Party B shall vacate
the store unit within three days, and return the store unit and its auxiliary
facilities, equipment and fittings to Party A in the same conditions as when
they were delivered to Party B, and ensure that the store unit and its
facilities, equipment, and fittings are in good, clean and working conditions.
In case of damage, Party B shall indemnify Party A for the same not to the
extent of natural wear and loss. Where Party B delays the return of the store
unit and its auxiliary facilities, equipment and fittings, Party B shall be
deemed to have waived its ownership of all articles left in the store unit and
Party A has the right to dispose of the same.
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Article
2 Decoration of the Store Unit
2.1 Prior
to delivery of the store unit, Party B shall provide Party A with specific
decoration plan, complete set of construction drawings and construction schedule
for Party A’s approval. Party A has the right to require correction to Party B’s
decoration plan taking into account such factors as building structure,
standards and norms, commercial planning and uniform image, and Party B shall
make corresponding adjustments. Party A shall respond to Party B within ten
working days after its receipt of Party B’s decoration plan and complete set of
construction drawings. After Party A’s consent, Party B shall pay decoration
security to Party A before decoration of the store unit and complete other
preparatory work before starting business operation.
2.2 Party
B shall complete all construction projects for the store unit as per
construction schedule approved by Party A. Where, due to special reason, the
decoration cannot be completed before the Commercial Square uniformly starts
business, Party B shall take measures such as putting up fence as per Party A’s
requirements, so as not to impair the external image of the sector where the
store unit is located. Party B shall notify Party A of acceptance inspection
within three days of completion of decoration of the store unit and the parties
shall conduct acceptance inspection according to renderings and construction
drawings. After the decoration is accepted, the parties shall fulfill procedures
for the refund of decoration security. In addition, before it starts business,
Party B shall apply to Party B for starting business and obtain Party A’s
approval.
2.3 Party
B shall abide by Article 2.1 and 2.2 hereof where Party B needs to decorate and
adorn the store unit after the store unit opens for business.
Article
3 Commercial Management
3.1
Management system for Hexin Commercial Square
Party A
shall, in accordance with the management system of Hexin Commercial Square,
provide Party B with commercial management service and maintain uniform
commercial management, and in case of offence against rules and disciplines,
punish relevant party by imposing penalty in accordance with relevant
regulations. Party A has the right to make revision, supplement and explanation
to relevant contents based on actual conditions, provided that it gives notice
to Party B in a timely manner.
3.2
Operation type, product category and brand
In order
to maintain uniform operating order of the Commercial Square, Party B shall
obtain Party A’s prior consent in writing to change the operation type of the
store unit, or to increase, decrease or change goods categories and brands
available in the store unit, failing of which Party A has the right
to forbid the same. Where Party B fails to rectify its breach within the time
period specified by Party A, Party A has the right to unilaterally terminate the
Contract and Party A is not obliged to indemnify Party B for its investment in
decoration of the store unit.
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3.3.
Commitment for civilized, honest and legal operation
3.3.1
Party B shall operate in a civilized and honest manner, abide by state and local
laws, regulations and policies as well as rules for management of the Commercial
Square, ensure that its business activities and goods sold by it comply with
regulations and requirements on industry and commerce, quality, goods price,
environmental protection, consumer rights protection, and submit to supervision,
inspection and management by government authority, consumers and Party
A.
3.3.2
Party B shall solely assume liabilities and losses arising from Party B’s
violation of the foregoing requirements, and depending on the severity of
violation, Party B shall pay penalty equivalent to 10% to 50% of such
liabilities and losses up to Party A’s unilateral termination of the Contract
(Party A is not obliged to indemnify Party B for its investment in decoration of
the store unit). Where Party A advances any sum as a result thereof, Party A has
recourse to Party B.
3.4
Business hours
Party B
shall ensure that the store unit continuously opens for business all the year
round, comply with Party A’s requirements on daily business hours for the
Commercial Square, and ensure that the store unit has abundant and adequate
goods and shall not impair uniform external image of the Commercial Square.
Party A has the right to unilaterally terminate the Contract where the store
unit shuts down for 15 days consecutively due to any reason attributable to
Party B.
3.5
Analysis of commercial management data
In order
to improve management of the Commercial Square, Party A is entitled to collect,
analyze and process data on operation of Party B’s store unit through reasonable
channel, provided that Party A shall keep such date strictly
confidential.
3.6
Advertising and promotion activities
3.6.1 In
order to enhance the Commercial Square’s external image, Party B shall closely
cooperate with Party A in various advertising and promotion activities
(including but not limited to advertisements, exhibitions, performances, and
promotion campaigns).
3.6.2
Where Party B needs to put up any form of advertisement in public areas such as
in front of the Commercial Square, on exterior wall, on interior walls within
the building, and in the staircase, or organize any form of advertising and
promotion activities, Party B shall file written application with Party A in
advance and obtain Party A’s consent to the same in writing, and pay relevant
fees according to Party A’s uniform fee rate, failing of which Party A is
entitled to forbid such activities.
3.7
Management of sales staff
3.7.1
Party B shall independently employ sales staff, pay their salaries and insurance
premiums, and assume liabilities arising from their act of duty.
3.7.2 To
employ sales staff, Party B shall report to Party A in advance and such staff
shall take pre-job trainings organized by Party A (with training expenses
assumed by Party B). Party B’s staff shall abide by the code of employees,
service norms, labor disciplines and other rules set by Party A, and in case of
violation of rules and disciplines, Party A has the right to treat the same in
accordance with relevant regulations.
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3.8
Administration by government
Party B
shall, in strict accordance with administrative regulations set by industry and
commerce administration, taxation authority and other government authorities,
make full payment of taxes and administrative fees related to its operating
activities in due time and fulfill relevant procedures in accordance with such
regulations.
3.9
Safety and fire protection management
3.9.1
Party B shall abide by the rules for safety management of the Commercial Square,
maintain order in safety management of the Commercial Square, and submit to
Party A’s safety management.
3.9.2
Party B shall abide by laws and regulations on fire protection, submit to Party
A’s arrangement for fire protection and safety management and enter into
agreement for accountability for fire protection and safety with Party
A.
3.10
Change in user of the store unit
In order
to maintain order in uniform management of the Commercial Square, Party B shall
not permit any third person other than Party B to occupy, operate and use the
store unit through lease, sublease, joint operation, contract and other
methods.
3.11
Liabilities for breach
In case
of any breach of any provision of this Article or any breach of relevant
management rules set by Party A, Party A has the right to take immediate
measures to stop the same, and Party B shall make correction or take remedial
measures within the time period required by Party A. In addition, unless
otherwise provided for herein, Party A is entitled to require Party B to pay
penalty of CNY 1,000 to CNY 10,000 based on actual conditions. Party A is
entitled to unilaterally terminate the Contract where Party B fails to make
correction or take remedial measures within the time period required by Party
A.
Article
4 Property Management
4.1 In
order to improve management efficiency of the Commercial Square, and well divide
responsibilities, the Commercial Square separates property management from
commercial management. Party B has fully understood and undertakes to abide by
property management entity’s rules for property management, cooperate with it in
its work and pay property management fee in due time.
4.2 In
order to maintain common interest of the property, the property management
entity of the Commercial Square has access to Party B’s store unit for
repairing, maintenance and alternation, and Party B shall offer due assistance
in the same.
4.3 To
make alternation or addition to facilities and equipment of the store unit,
Party B must file prior application with Party A and the property management
entity and obtain their prior approval, or Party A is entitled to request Party
B to immediately halt such alternation and addition and restore the store unit
to its original conditions and indemnify Party A for its loss arising therefrom
(if any).
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Article
5 Insurance Liability
5.1 In
order to prevent building and auxiliary facilities and equipment of the
Commercial Square from damage, loss and other risks, Party A shall maintain
insurance against such risks, unless Party B is the owner of the store unit, in
which case Party B shall maintain property insurance for the store
unit.
5.2 Party
B shall be fully liable for safekeeping of properties in the store unit. Party B
shall maintain relevant insurance against risks arising therefrom, and submit
copies of the insurance policy and premium payment certificate to Party A for
filing. In case of occurrence of personal injury or property damage in the store
unit due to the fault of Party B or its agents or employees, Party B shall
assume all liabilities arising therefrom and actively settle the issue through
claim for compensation under insurance. In case of claim or litigation against
Party A as a result thereof, Party B shall be solely liable for all expenses
arising therefrom.
Article
6 Decoration Security and Operation Security
6.1
Decoration security
Where
Party B violates decoration provisions, Party A has the right to deduct the
amount of compensation from the decoration security. Where decoration project of
the store unit is completed and accepted, Party A shall return the balance of
decoration security (without interest) to Party B within 15 working
days.
6.2
Operation Security
In order
to supervise Party B’s operation activities and maintain uniform external image
of the Commercial Square, where Party B breaches any provision of the Contract,
Party A has the right to deduct the penalty, compensation and any other sum
payable by Party B from the operation security, and Party B shall make up for
the deficiency of the operation security within three days. Party A shall return
the balance of operation security to Party B (without interest) within 90 days
upon termination of the Contract.
Article
7 Alternation and Termination
7.1
Neither party may unilaterally alter any provision hereof unless the parties
reach consensus through consultation and enter into supplementary agreement in
writing.
7.2 The
Contract may be terminated in any of the following circumstances:
(1) The
parties so agree through consultation and enter into a written
agreement;
(2) Either
party unilaterally terminates the Contract according to laws and regulations or
provisions hereof, and the Contract shall be automatically terminated upon the
delivery of the termination notice to the other party.
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7.3 The
termination shall not impair either party’s liabilities for breach and
indemnification.
Article
8 Liabilities for Breach
8.1 Both
parties shall abide by their respective obligations hereunder. Either party’s
failure or delay to perform such obligations or partial or improper performance
of such obligations shall constitute breach of the Contract. The breaching party
shall assume liabilities for breach such as continued performance, taking
remedial measures and indemnification for loss, and assume penalty in accordance
herewith. Where the penalty so assumed by the breaching penalty is not
sufficient to cover the loss (including direct loss and indirect loss, expense
for realization of claims and other losses) caused to the other party, the
breaching party shall make up for the deficiency.
8.2 Party
B shall not deny or delay the payment of rental and other expenses on the
grounds of poor operating performance. Where Party B fails to make full payment
of rental or other expenses in due time, Party B shall pay Party A penalty at
0.05% of the overdue amount for each day of delay and Party A may take various
measures to suspend Party B’s business operation, and Party B shall be solely
liable for all consequences arising therefrom. In case of delay over 15 days,
Party A is entitled to unilaterally terminate the Contract and shall not
indemnify Party B for its investment in decoration of the store
unit.
Article
9 Force Majeure
In case
of nonperformance or suspension in performance of the Contract due to force
majeure, the affected party shall give prompt notice to the other party and
neither party shall hold the other party liable for breach and indemnification,
provided that the affected party shall take all possible measures to eliminate
the effect of force majeure and prevent further loss, failing of which the
affected party shall be solely liable for such further loss and expense and
liable to the other party for breach of the Contract.
For the
purpose of the Contract, force majeure refers to unforeseeable, unavoidable and
unconquerable natural events and social events, including earthquake, flood and
war.
Article
10 Dispute Settlement
In case
of dispute over the execution, effectiveness and performance of the Contract,
the parties shall solve it through consultation. Where the dispute cannot be
solved through consultation, either party may file a lawsuit with the People’s
court at the place where the store unit is located.
9
Article
11 Delivery of Correspondence
In the
performance of the Contract, correspondence from Party A to Party B shall be
delivered to Party B’s mailing address as indicated herein by fax or post or in
person, and the correspondence shall be deemed delivered to Party B on the date
on which Party B signs the correspondence for receipt or once sent or given. In
case of change in Party B’s mailing address, Party B shall give Party A seven
days’ notice in writing, or correspondence sent by Party A to Party B’s original
mailing address shall be deemed delivered to Party B.
Article
12 Renewal
If Party
B intends to continue operation in the store unit upon expiration of the lease
term, Party B shall apply to Party A in writing 30 days prior to the expiration
of the lease term. With the consent of Party A, the parties shall enter into a
new contract for admission for operation, or the Contract shall be automatically
terminated.
Article
13 Deletion of Contents of the Contract
All
deletion of or amendment to any print contents hereof shall be null and void
except handwritten words filled in blanks intentionally left
herein.
Special
notice: Party B has carefully read the contents hereof and accurately understood
meanings of its provisions.
Party A
(Seal):
Shanxi
Hexin Mall Commercial Management Co., Ltd.
Address:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇
Postcode:
030002
Stamp
Only of Contract (stamp)
Authorized
representative (Signature):
Party B
(Seal): Taiyuan Kamei Jewelry Trading Co., Ltd.
Taiyuan
Kamei Jewelry Trading Co., Ltd.
Address:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇
Postcode:
030002
Stamp
Only of Contract (stamp)
Authorized
representative (signature):
Signed
on: December 29, 2006
10