LEASE CONTRACTFORSTANDARD FACTORY PREMISESBETWEEN(PLEASE INSERT THE NAME OF THE LESSOR)AND(PLEASE INSERT THE NAME OF THE LESSEE)CONCERNING(PLEASE INSERT THE NAME OF THE STANDARD FACTORY PREMISES)(MONTH) (DATE), (YEAR)(PLACE), CHINALEASE CONTRACT FOR STANDARD FACTORY PREMISESTABLE OF CONTENTS1.LEASE (1)2.TERM OF LEASE AND FIT-OUT PERIOD (1)3.RENT AND FEES (2)4.DELIVERY AND TAKING POSSESSION OF THE FACTORYPREMISES (4)5.REPAIR AND MAINTENANCE (6)6.ALTERATION AND REBUILDING (7)7.RETURN (8)8.OTHER RESPONSIBILITIES AND OBLIGATIONS (8)9.TAXES, FEES AND CHARGES (9)10.REPRESENTATIONS AND WARRANTIES (10)11.TERMINATION (12)12.INSURANCE (13)13.FORCE MAJEURE (13)14.NOTICE (14)ERNING LAW AND DISPUTE RESOLUTION (15)16.MISCELLANEOUS (15)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.LEASEParty 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 State-owned land use rights of the land (the “Land”) pertaining to the Premises with a total area of (Please insert the area of such Land) square meters (the “Land Use Right s”), which is obtained by granting (the boundary of the Land, and the nature and term of the Land Use Rights, etc. are more specifically and fully described in the State-owned Land Use Rights Certificate attached hereto as Appendix 2), and all fixtures and improved facilities currently existing on the Land, all public utilities 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 Premises” in this Contract), for Party B’s use. The basic information of the Factory Premises is 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 PERIODParty B hereby leases the Factory Premises from Party A for a period of (Please insert the number) months (the “Term of Le ase”). Unless otherwise provided hereinafter, the Term of Lease shall commence on (Month) (Date), (Year) and expire on (Month) (Date), (Year). (Month) (Date), (Year) shall be the commencement date of the lease.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 shallcommence 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 (“R enewal”) with a notice to Party A in writing no later than (Please insert the number) months prior to the expiration of the Term of Lease. Under such circumstances, the Parties shall discuss and confirm the rent for the renewed term in accordance with the stipulation concerning the mark up of the rent for the renewed term as provided in Section 3 of Article 3 of this Contract. If the Parties reach a consensus of the rent for the renewed term, the Parties shall sign a renewal contract with the same terms and conditions hereof (except for the rent and the term of the lease), unless the Parties may agree otherwise.3.RENT AND FEES3.1Unless this Contract is early terminated, and provided that Party A permits Party B to occupyand use the Factory Premises, Party B shall pay Party A the occupation fee of the Factory Premises during the fit-out period (“Factory Premises Occupation Fee”) and the Rent during the Term of Lease.3.2The Factory Premises Occupation Fee and the Rent during the Term of Lease shall becalculated as follows.(a)The Factory Premises Occupation Fee shall be: (Please insert the amount of such Feeor the formula to calculate such Fee);(b)Rent of the Factory Premises during the Term of Lease (“Rent”) shall be: (Pleaseinsert the amount of such Rent or the formula to calculate such Rent);3.3Upon the expiry of the Term of Lease, if Party B requests to renew the lease, the Parties maydiscuss 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 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 term.3.4Both 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 of the Factory Premises Occupation Fee and the Rent payable for such a calendar quarter, which are, respectively, calculated on a pro-rata basis based on the actual number of days ofthe fit-out period, for the Factory Premises Occupation Fee, and the term of lease, for the Rent, within such a calendar quarter. The Factory Premises Occupation Fee or the Rent or the total 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 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 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.3.5Party B shall pay the Factory Premises Occupation Fee and the Rent by cash or check-only-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 stipulated in the tax law.3.6Within three (3) days from Party A’s delivery of the Factory Premises to Party B, Party Bshall 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 interests to Party B. Upon the expiration of the Term of Lease or earlier termination, the Deposit shall be returned to Party B pursuant to the provisions of this Contract after deducting all amounts payable and unpaid by Party B.3.7In 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 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 attributable to Party B.3.8Party B shall bear all the fees and charges arising from its use of public utilities of theFactory Premises during the Term of Lease.3.9The Parties hereby acknowledge that Factory Premises Occupation Fee and the Rent payableby 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 provided otherwise hereunder, Party B shall not be required to and not be obligated to pay any 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.3.10Any account hereunder shall be paid in RMB. In the event that any account is calculated inUSD, it shall be converted into RMB according to intermediate exchange rate of RMBagainst USD posted by the People’s Bank of China on (Please insert the date) of the then current month.4.DELIVERY AND TAKING POSSESSION OF THE FACTORY PREMISES4.1PossessionBoth Parties hereby agree that Party B shall have the right to take possession of the Factory 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 Ba full and unrestricted 24-hour use of the Factory Premises.4.2Preparation of the Factory PremisesPrior to Party B’s possession of the Factory Premises, Party A shall, at its own cost, prepare the Factory Premises so that Party B is able to make a full and proper use thereof for the purposes of this Contract. Party A shall, in particular, ensure that, prior to or on the date of Party B’s possession of the Factory Premises pursuant to this Contract:(a)The construction of the Factory Premises has been completed and passed thecompletion acceptance in accordance with (Please insert the construction standards).The basic outfits are as follows:(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 2(1) are in conflict or have discrepancies with those set forth in Appendix 3 and Appendix 4 hereof, those of a higher requirement shall prevail.(b)The Factory Premises shall have elec tricity and water supply facilities for Party B’sproduction 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 thenumber) mm and the box-style transformer substation shall have a capacity of (Pleaseinsert the number) KVA. The electricity wiring system of the Factory Premises shallbe safe and comply with the standards stipulated in the relevant PRC laws andregulations with the electricity circuit of the Factory Premises separate from that ofother buildings. All the abovementioned facilities shall be in a good condition andshall fully comply with all relevant State and local laws and regulations of the PRC.(c)The Factory Premises shall comply with all the relevant safe standards, structurallysound without leakage or any other damage.(d)The Factory Premises shall have fire protection facilities in compliance with the lawsand regulations and the requirements of the fire protection department.(e)Sewage (wastewater) central processing system has been established by (Pleaseinsert the place where the Factory Premises is located). Party B may dischargesewage or waste water possibly created during the process of its production and dailyoperation to the sewage central processing system that satisfy the minimumdischarging standard required by the aforesaid sewage central processing system.Party A ensures that the process of sewage or waste water by the sewage centralprocessing system complies with all applicable State and local laws and regulationson environment protection of the PRC and release Party B from any and allobligations or losses incurred from improper processing of above mentioned sewagecentral processing system.(f)The Factory Premises shall be clean and free from all refuse, waste and all otherdeposit, debris, cast-off and impediment in, out and neighbouring the FactoryPremises.4.3Party A shall deliver the Factory Premises to Party B in accordance with the conditionsagreed 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 Premises within ten (10) days of receipt of such notice. If the result of the inspection is eligible, Party B shall issue a written acceptance certificate to Party A. The date on which Party B issues such written acceptance certificate shall be delivery date of the Factory Premises. If the result is not eligible, Party B shall prepare a written report to Party A, listing all items of defects and non-compliance with the delivery conditions under this Contract which are detected in the inspection hereunder. Party A shall promptly provide a written response to such report as to whether it agrees to correct the defects and non-compliance, and, if it agrees, the plan and time schedule for correcting such defects and non-compliance shall be prepared, however, Party A shall not unreasonably refuse such correction. All corrective actions shall be completed within seven (7) days after Party B submits the report pursuant to this Section. If any of such corrective actions is not reasonably expected to be completed within such seven (7) days period, 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 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 written acceptance certificate to Party A.4.4In 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 rate of such penalty) (__%) of the monthly rent on daily basis. Party B is entitled to rescind the Contract in the event that the overdue is over 30 days.4.5Notwithstanding Section 4 of Article 4 hereinabove, in the event any corrective action setforth in Section 3 of Article 4 above is not completed by Party A, or Party A is in breach of any of 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 reserve the right to terminate this Contract pursuant to the provisions hereof.On the condition 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 compensating losses suffered by Party B or impeding Party B from obtaining compensation for such breach pursuant to law or this Contract.5.REPAIR AND MAINTENANCE5.1Repair by Party ADuring 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 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 least three days prior written notice to Party B except for emergency repair. However, if the repair and maintenance are upon Party’s request, Party A shall repair and maintain immediately or on the time requested by Party B and shall not be restricted by the notification time mentioned above. If Party A fails to carry out the repair and maintenance hereunder within ten (10) days of Party B’s notice, or for repair of the main body, fails to make appropriate arrangement for the repair and maintenance within ten (10) days after a written notice is given by Party B and complete the repair within a reasonable time, except that it is not feasible to carry out the aforesaid repair and maintenance due to external factors such as whether and etc., or it is reasonably delayed due to Party B’s default, Party B shall have the right to terminate this Contract.5.2Repair by Party BIf 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 employinga third party, and be entitled to request Party A to reimburse all direct expenses, or be entitledto directly deduct such expenses from the Factory Premises Occupation Fee or the Rent to be paid to Party A pursuant to this Contract, and Party B shall offer to Party A copies of payment vouchers proving actual incurrence of the above mentioned costs. Both Parties hereby confirm 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 laws and this Contract.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.ALTERATION AND REBUILDING6.1Party A hereby agrees that, during the Fit-out Period and the Term of Lease, on the premiseof 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 Factory Premises (hereinafter referred to as “I mprovements”), including but not limited to altering to (Please insert the parts to be improved) of the Factory Premises.6.2If Party B intends to make Improvements to the interior of the Factory Premises (includingouter 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 advance (if necessary), and such Improvements shall not damage public utilities in (Please insert the place where the Factory Premises is located).6.3If it is necessary for Party B to acquire consent to the Improvements from relevantgovernment departments, Party A shall, at its own cost, apply for and make its best efforts to obtain all relevant permits, approvals and registrations necessary for conducting and completing such Improvements from the government agencies.6.4Party B’s Improvements made under this Section 1 of Article 6 shall be regarded as a part ofthe Factory Premises hereunder and Party A shall collect no additional Factory Premises Occupation Fee or R ent for such Party B’s Improvements.7.RETURNUpon 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 structures of the Factory Premises on the Commencement Date of the Fit-out Period. If Party B chooses to dismantle them, it shall not be responsible to compensate for or repair normal non-structural wear-and-tear or damage incurred from normal use or dismantlement of Improvements; if Party B chooses not to dismantle them, the Improvements shall be owned by Party A.8.OTHER RESPONSIBILITIES AND OBLIGATIONS8.1In addition to the responsibilities and obligations under this Contract, Party A shall alsoassume the following responsibilities and obligations:(a)Make its best efforts to ensure that Party B will be able to conduct all activitiesrelated to its production and business operations in the Factory Premises under allcircumstance during the Fit-out Period and the Term of Lease;(b)Deliver the Factory Premises to Party B in accordance with the time and conditionsset forth in Article 4 of this Contract and ensure Party B to normally use the FactoryPremises throughout the Fit-out Period and the Term of Lease without beingdisturbed;(c)Prior to the Commencement Date of the Fit-out Period, at its own cost, apply for andobtain all permits required by the government for legally using all public utilities ofthe Factory Premises for Party B;(d)Install independent or separate meters, at its own cost, for all public utilities for theFactory Premises, and unless for reasons beyond Party A’s co ntrol, ensureuninterrupted supply of electricity, water and other utilities to the Factory Premisesthroughout the Fit-out Period and the Term of Lease.(e)Charge fees for electricity, water and other public utilities supplied to and actuallyused by Party B at such rates and time as Party A is charged by the respectivesuppliers without any surcharge, and upon the request of Party B, assist Party B toestablish direct relations of supply with the respective suppliers of electricity, waterand other public utilities in the name of Party B.(f)Promptly pay all applicable taxes and other financial obligations, which are imposedon Party A with respect to the lease, possession and use of the Factory Premises byParty B hereunder in accordance with relevant laws and regulations and safeguardagainst any negative influence on Party B’s lease, possession and use of the FactoryPremises 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 theFactory Premises for all personnel, visitors and guests of Party B from the nearestpublic roads, and permit the Party B to use all pathways, easements or roads of suchnature, whether in current use or to be built in the future around or relating to theFactory Premises.(h)Obtain and maintain during the Term of Lease all the necessary registrations orapprovals for Party B’s lease of the Factory Premises from relevant government orother departments, complete all relevant procedures and bear all the relevant fees andcharges, including but not limited to applying for and obtain the Lease Certificate tothe relevant registration agency within (Please insert the number) days after theformal execution of this Contract, deliver the original of such Lease Certificate toParty B as early as possible.8.2In addition to the responsibilities and obligations under this Contract, Party B shall alsoassume the following responsibilities and obligations:(a)Shall not sublease the Factory Premises to a third party without Party A’s consent;(b)Shall be responsible for indemnifying or repairing damages of the Factory Premisesand its ancillary facilities resulting from improper use or other factitious factors;(c)Provide necessary assistance for Party A’s inspection, reparation and maintenance ofthe Factory Premises;(d)Use the Factory Premises in accordance with the business scope set forth in itsbusiness license;(e)Comply with relevant PRC laws and regulations on environmental protection.9.TAXES, FEES AND CHARGES9.1Taxes and Fees(a)Unless otherwise expressly provided hereunder, Party A shall pay all taxes, fees andcharges that shall be borne by Party A under the laws pertinent to the execution andperformance of this Contract, including, but not limited to, (i) all taxes, fees andcharges levied or charged by the government, which are necessary to be paid forParty A’s execution and performance of the Land-Use-Right Granting Contract,obtaining the Land Use Right, the Premise Ownership Certificate, any other permitsand approvals enabling and qualifying Party A to lease the Factory Premises to PartyB under this Contact, and for confirming the boundary, area and purpose of use of theFactory Premises; and (ii) the land use fee, property taxes in any form, rental tax,stamp duties, registration fee of this Contract or other fees arising in connection withthis Contract, which shall be paid by Party A under the laws and regulations of thePRC;(b)Unless otherwise expressly provided hereunder, Party B shall pay all the taxes, feesand charges related to the execution and performance of this Contract, which isprescribed by the law to be borne by Party B;(c)Unless otherwise expressly provided hereunder, if there is no law, regulation orpolicy specify explicitly which Party shall bear such fees and charges, the Partiesshall share in equal proportion the fees and charges related to the performance of thisContract and for both Parties’ common interests.9.2Right to Pay InsteadIf 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.9.3IndemnificationOne Party shall indemnify the other Party for all claims and damages, which may occur due to any default of the other Party to pay any taxes, fees or charges as set forth above. However, 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.10.REPRESENTATIONS AND WARRANTIES10.1Party A’s Representations and Warranties(a)It is the sole owner of the Factory Premises as evidenced by the Certificates ofBuildings Ownership and the State-owned Land Use Right Certificate attached hereto as Appendix 1 and Appendix 2.(b)The Land Use Right under this Contract has been legally and appropriatelytransferred under the name of Party A, and Party A has paid in full the price, taxes, fees or charges (including but not limited to the land use right granting fee) payable or related thereto;(c)It has obtained all necessary approval, permission and authorization (including, butnot limited to, the approval, permission and authorization necessary under the law or its corporate documents), and has the right to lease the Factory Premises to Party B as a foreign invested enterprise for the purpose of use under this Contract;(d)The Factory Premises are free from any mortgages and any other restraints orencumbrances that would affect Party B’s use of the part or whole of the Factory 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 written notice in advance. However, Party A’s mortgage of the Factory Premises shall not affect Party B’s rights hereunder. Especially, Party A shall cause and undertake that, when the mortgagee realizes its mortgage right, the new owner of the Factory Premises will issue a written commitment to Party B indicating it will fully perform Party A’s obligations and responsibilities hereunder.(e)On the Commence Date of the Term of Lease, no government or administrativedepartment, military unit, organization, company or any other entity or individual in any form or of any description has the right to use, occupy or control the Factory Premises or any other part thereof or has any other claim to or right over the Factory Premises which may in any manner whatsoever adversely affect Party B’s right to use the Factory Premises for the purposes hereunder, and/ or subjec t Party B’s right to use the Factory Premises to any conditions other than those specified herein, and no such claim is pending and no plan or proposal to grant any such claim;(f)On the date of Party B’s occupation of the Factory Premises, there shall be noenvironmental 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;。