Lease Agreement of Standard Factory
EXHIBIT
10.36
Lease
Agreement of Standard Factory
Lessor
(Party A): Shanghai Feizhou Test Pressure Pump Co., Ltd.
Lessee
(Party B): Shanghai Winner Medical Apparatus Co., Ltd.
Based
on
mutual benefit and though friendly negotiation, Party A and Party B have reached
the following terms and conditions regarding the lease of standard factory
(“Factory”) to Party B by Party A for manufacturing and operating
purpose:
| 1. |
Location
of the Factory:
▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
Party A
shall guarantee that this standard Factory is located in Shihudang
Branch
of Songjiang Industrial Park within the layout of Shanghai
Government.
|
| 2. |
Terms
of Lease:
Five years from March 1st
2005 to February 28th
2010. A Rent Free Period is granted to Party B from January 21st
2005 to February 28th
2005.
|
| 3. |
Area
of the Factory and Rent:
|
The
area
of the factory building is 3500 square meters including office, refectory and
warehouse.
Rent
is
charged in the following way:
| 1) |
The
first three years: RMB 0.40 /m2
per day. Annual rent is RMB
511,000.
|
| 2) |
The
fourth year: RMB 0.41 /m2
per day. Annual rent is RMB
523,775.
|
| 3) |
The
fifth year: RMB 0.42 /m2
per day. Annual rent is RMB 536,550
.
|
| 4. |
Party
A agrees that Party B may build constructions on the road between
the two
factory buildings according to the operation demand. Party A shall
not
collect any expenses on the
constructing.
|
| 5. |
Realty
Management and Realty Management Fee:
Party B shall pay an annual realty management fee to Party A. The
realty
management fee is mainly used for environmental virescence of the
factory,
security, garbage collection and disposal, maintenance of
water/electricity facilities and repair to the building,
etc.
|
| 6. |
Payment
Term:
|
| 1) |
Time
of payment: Once a quarter, ten days in
advance.
|
| 2) |
Term
of payment: By cheque or transfer of account.
|
| 7. |
Deposit:
After
signing this Agreement, Party B shall pay Party A RMB 40,000 as Deposit,
which shall be fully refunded to Party B on its return of the Factory
to
Party A.
|
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| 8. |
Party
A shall provide Party B with supporting facilities such as water
supply
and electricity supply (100 KVA electricity supply free of charge).
Party
B shall pay water/electricity fee itself. Party B may apply for volume
increase of electricity supply in accordance with operation demand.
Party
A shall be responsible for conducting the volume increase procedure
while
Party B shall bear the volume increase
fee.
|
| 9. |
Decoration:
Party A agrees that Party B may decorate the Factory due to operation
demand on condition that the main structure of the buildings is not
affected. The decoration fee shall be born by Party
B.
|
| 10. |
On
expiry of the Agreement or termination of the lease, Party B shall
return
the Factory with supporting facilities such as water supply and
electricity supply to Party A in good condition. Party B is entitled
to
any movable decoration or constructions built by Party B. It shall
remove
the said decoration or constructions or sell to Party
A.
|
| 11. |
After
expiry of the Agreement, Party B is entitled to a priority in signing
a
lease agreement under the same
conditions.
|
| 12. |
Insurance:
Party A and Party B shall purchase insurance for their own properties
and
enjoy the rights of compensation. Party A shall purchase insurance
for its
factory buildings and relevant facilities. Party B shall purchase
insurance for its equipments, raw materials,
etc.
|
| 13. |
To
ensure the proper operation of Party B, Party A agrees that on signing
this agreement it shall do no hesitate to conduct the procedure of
industrial and commercial administration, taxation, environment
protection, filing of production, products registration and import/export
for Party B. Permit/Certificate fee shall be born by Party B. Party
A
shall assist Party B to apply for communication facilities such as
phone
and internet with the expenses born by Party B.
|
| 14. |
To
ensure the lawful operation of Party B, Party A shall submit the
original
of Property Certificate on signing this Agreement and provide Party
B with
a copy of the Property Certificate and of the lawful Certificate
of the
holder of the Property, which shall be the attachment of this Agreement.
|
| 15. |
Breach
of Agreement:
|
| 1) |
Expect
for Force Majeure, both parties shall fully fulfill this Agreement.
In
case of breach of agreement, defaulting party shall pay non-defaulting
party 30% of annual rent of the year as fine for breach of agreement.
If
the breach of Party A leads to move of Party B, Party A shall pay
Party B
moving fee and settlement allowance and compensate for other damages
incurred except for fine for breach of
agreement.
|
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| 2) |
Under
the following circumstances of Party B, Party A is entitled to terminate
the Agreement and withdraw the
houses.
|
| A. |
Sublease
the houses without the prior written consent of Party
A.
|
| B. |
Rent
arrears for three month.
|
| 3) |
Within
the lease term, Party A is responsible for repair of the house due
to
quality problem and other problems caused by Party A. Relevant expenses
are born by Party A. Within the repairing period, rent for the period
is
exempted. If such problems have any negative effect on the operation
of
Party B, Party A shall compensate for damages incurred. If such negative
effect continues for more than 15 days, Party A shall be deemed as
breach
of agreement and Party B shall be entitled to terminate this Agreement
in
addition to claim fine for breach of agreement and compensation for
damages.
|
| 16. |
Both
parties can negotiate for supplement to the Agreement on non-mentioned
issues.
|
| 17. |
This
Agreement is in four originals and all have the same legal effect.
Both
parties retain two originals.
|
Party
A
(official seal): Shanghai
Feizhou Test Pressure Pump Co., Ltd.
Representative:
Party
B
(official seal)æ Shanghai
Winner Medical Apparatus Co., Ltd.
Representative:
Signing
Date: January 21st
2005
Signing
Place: Shanghai
-3-
Supplementary
Agreement to
Lease
Agreement of Standard Factory
Lessor
(Party A): Shanghai Feizhou Test Pressure Pump Co., Ltd.
Lessee
(Party B): Shanghai Winner Medical Apparatus Co., Ltd.
Location
of the Factory: ▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇.
Since
Party A cannot provide Party B with the Property Certificate and its copy
temporarily but Party B have to conduct procedure of establishment, both parties
have reached this Supplementary Agreement to the Lease Agreement of Standard
Factory dated January 21st
2005
through friendly negotiation.
| 1. |
Party
A must provide Party B with the Property Certificate and the lawful
Certificate of the holder of the Property on Party B’s paying the first
installation.
|
| 2. |
Party
A shall provide Party B with any other documents or materials needed
for
conducting relevant procedure with competent authorities in
time.
|
| 3. |
Party
A shall guarantee that all documents it provided will be deemed valid
and
will be accepted by competent authorities, otherwise it shall be
deemed as
breach of agreement.
|
| 4. |
Breach
of Agreement: On Party A’s breach of agreement, it shall refund the entire
amount it has received to Party B in addition to the liability indicated
in the Agreement.
|
| 5. |
This
Agreement is in four originals and all have the same legal effect.
Each
party retains two originals.
|
Party
A (official seal): Shanghai Feizhou Test Pressure Pump Co., Ltd.
Representative:
Party
B (official seal): Shanghai Winner Medical Apparatus Co.,
Ltd.
Representative:
Signing
Date: January 21st
2005
Signing
Place: Shanghai
|
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|
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