LEASE CONTRACT OF FACTORY WORKSHOP 本合同由下列双方签订：by and between: Party A: Address: Tel: Facsimile: Email: Party B: Address: Tel: Facsimile: Email: 资产管理有限公司，一家根据中华人民共和国法律正式设立的公司, 其注册地址为 , 其授权签
LEASE CONTRACT OF FACTORY WORKSHOP
本合同由下列双方签订：by and between:
资产管理有限公司，一家根据中华人民共和国法律正式设立的公司, 其注册地址为 , 其授权签字人为 先生 (以下简称“甲方”)
Assets Management Co., Ltd. a Company duly established under the laws of the People’s Republic of China, whose registered address is at , and whose Authorized Signatory is Mr. _________ (Hereinafter referred to as the “Party A”)
S.A公司.，一家根据意大利法律正式成立的公司，其注册地址为意大利 ，其授权签字人为 先生（以下简称“乙方”）。
S.A Co. Ltd. a Company duly established under the laws of the Republic of Italy, whose registered address is at , Italy, and whose Authorized Signatory is Mr. (Hereinafter referred to as the “Party B”).
a) 资产管理有限公司系位于 的工厂所有者中国纺织品进出口总公司的子公司（以下简称“工厂”）。
Assets Management Co., Ltd. is the subsidiary company of China National Textiles Import & Export Corporation, who owns a factory located in (hereinafter referred to as the “the Factory”).
Party A has full authorization granted by China National Textiles Import & Export Corporation to manage and operate (including entering into this lease contract ) the Factory;
c) 乙方欲在 成立一个外商独资公司（以下简称外商独资公司），并将公司登记在工厂的地址；
Party B is willing to establish a Wholly Foreign – Owned Enterprise in (hereinafter referred to as the WFOE), and is willing to register the WFOE at the address of the Factory;
After friendly negotiation between Party A and Party B, Party A is willing to rent and Party B desires to hire the Factory, according to the terms and conditions set forth in this Contract.
因此，双方同意下列条款：Therefore, now the Parties agree the following:
Article One Location, conditions and facilities of the Factory
1．1 该工厂坐落于 ，包括一个车间和三座办公楼（参见附件一和附件二：工厂的产权证书和建筑施工图纸）。
The Factory is located at , and includes a workshop and three office buildings (referred to Annex 1 and 2: Certificate of Property of the Factory and plans of the premises).
1．2 该工厂的用地总面积为 平方米，车间和办公室的总建筑面积为 平方米。
The total area of the premises is sqm, and the total construction area of the workshops and offices is sqm.
1．3 厂内拥有30KVA 和80KVA变电设备各一套；五吨电葫芦2台（参见附件三： 经济技术开发区电力部门出具的变电设备检测报告）。
There are one set of 30KVA and one set of 80KVA transformer equipment and two sets of 5 tons electricity gourds in the Factory (see Annex 3: test report of transformer equipments issued by the electricity department of Economic Development Zone).
Party A and Party B shall check seriatim all the additional equipments and sign up on the lists during the delivery of the Factory. Such list shall be attached to this Contract as Annex 4.
2、租赁期限Article Two Lease Term
2．1 本合同的租赁期限为 年，始于依照第3.1.2条和第 5.1条款中规定的工厂交付（以下简称“租期”）。
The terms of this Contract shall be years, commencing upon consignment of the Factory as per Art. 3.1.2 and Art. 5.1 hereof (hereinafter referred to as the “Duration Period”).
Party A expressly acknowledges and agrees that this Contract shall be transferred to the WFOE upon its establishment, and that from such date, i.e. the date of issuance of the Business License, the WFOE shall exercise the rights of Party B under this Contract and shall perform the obligations of Party B under this Contract.
Article Three Rental, Deposit, Other Expenses and Means and Date of the Payment
3．1．1 租金为一季度人民币 ，在工厂交付时支付。（即：人民币 万圆）
The rental fees shall be equal to RMB (say: Ren Mi Bi Yuan) quarterly, to be paid upon consignment of the Factory.
Party A acknowledges and agrees to be responsible for the supervision and the quality inspection of the decoration works carried out in the Factory. Party B shall bear all the expenses and works concerning the decoration, repaint and repair of the Factory. Party A hereby agrees to consign the Factory upon completion of the above-mentioned decoration and repairing works. Party A further agreed to exempt Party B from the payment of the rental fees for the first three months of the Duration Period.
The payment shall be made to the designated bank account by Party A through T/T before the 10th day of each month when the payment is due.
3．2．1 乙方应当向甲方交付人民币 即：人民币 万圆）作为押金，作为履行本合同规定的乙方义务的保证。
Party B shall pay to Party A RMB as deposit in order to ensure the performance of Party B’s obligations set forth in this Contract.
Party B shall pay the deposit as set forth in Art. 3.2.1 hereof within seven days from the date of execution of this Contract.
3．3 其他费用Other Expenses
Upon execution of this Contract, Party A shall submit to Party B a list of companies specialized in decoration and repairing works. Furthermore, Party A shall be responsible, as its own expenses, for the supervision of repaint and repair of all the walls, windows, doors and other equipments and facilities in the Factory.
3．3．2 在租赁期内， 甲方应当按照附件三和附件四中的规定，负责提供水，电，通信，煤气和暖气。
During the Duration Period, Party A shall be responsible for the supply of water, electricity, correspondence, gas and heating in accordance with Annex 3 and Annex 4 hereof.
During the Duration Period, Party B shall pay the bills of water, electricity, phone, internet, correspondence, gas and heating supplies of the Factory and other sanitation fees to the competent authorities according to the relevant local regulations.
4、工厂的用途 Article Four Purpose of the Use of the Factory
The Factory shall be only used for the production and office purposes.
Party B and the WFOE shall only carry out the business within the scope approved by the Local Administration Department of Industry and Commerce in accordance with relevant Chinese law and regulations.
5、工厂的设施，装修和维修Article Five Utility, Decoration and Repair of the Factory
Before the Duration Period, Party A shall provide to Party B a list of companies in order to carry out the decoration and repairing works of the Factory. Party A shall furthermore be responsible for the supervision of the decoration and repairing works carried out by the contractors appointed by Party B.
Party A shall ensure the safety of the main structure of the Factory and provide to Party B the construction drawings, the list of equipment supplied by Party A and the Factory’s specifications upon delivery of the Factory. The above-mentioned documents shall be listed in Annex 5 to this Contract.
Party B shall properly use the Factory and its equipments. Any loss incurred by Party A resulting from the inappropriate use of Party B shall be promptly indemnified by Party B.
5．4 乙方应当负责工厂及其设备的普通维修，但不包括磨损维护 ，并确保工厂的合理使用。
Party B shall be responsible for the ordinary repairs of the Factory and its equipment, with the exclusion of the wear – and – tear maintenance, and shall ensure the proper usage of the premises.
5．5 甲方应当负责特殊的维修，包括但不限于在合同期内以下各项的费用，磨损维护，主体结构的维护，暖气，水及电以的维护，以及办公室和车间天花板的检查和维修。 对于来自磨损，主体结构，暖气，水和电荷问题，甲方应在接到乙方书面通知之日起一周内进行维修。如果甲方没在规定的时间内维修，乙方有权自行维修并且甲方应当直接支付维修的费用。
Party A shall be responsible for the extraordinary repairs, including but not limited to the cost of the wear – and – tear maintenance, maintenance of the main structure and the heating, water, electricity during the term of the Lease Contract, together with the examination and maintenance of the office and ceiling of the workshop. If any problem arises from the wear – and – tear, main structure, heating, water and electricity, Party A shall repair it within one week from the date of the written notice received by Party B. In any case, if Party A fails to repair the defects within the designated period, Party B shall be entitled to effect the repairs at its own discretion and Party A shall directly pay the expenses incurred hereof.
The decoration of the Factory carried out by Party B other than the decoration carried out before the Duration Period, shall be approved by Party A in writing and in advance. Party A shall reply to the decoration’s requests by Party B within two weeks from the delivery by Party B to Party A of all the decoration designs, drawings and specifications drafted by a decoration company.
Party B shall not change the main structure and the heating, gas, communications, electricity, correspondence and fire control system. All the waste produced from the foresaid decoration shall be piled and transported according to the local regulations.
Party A shall promptly repaint and clean all the outside walls of the Factory before the delivery of the Factory.
6、进入工厂Article Six Access to the Factory
Save for any emergency access, Party B agrees that Party A may access to the workshop and offices for examination on the foundations and transformer equipments, provided that three (3) working days prior written notice to Party B has been issued.
Where the Parties fail to reach an agreement on the renewal of this Contract within six (6) months from the date of termination of this Contract, Party A may enter into the workshop and offices with clients for the inspections of the foundation, provided that two (2) weeks prior notice has been issued to Party B.
7、双方的权利义务Article Seven Rights and Obligations of the Parties
During the Duration Period, Party A shall not be entitled to mortgage or pledge any part or the entire Factory without prior written approval of Party B.
The construction of any new building by Party B within the premises of the Factory during the Duration Period, shall first obtain the prior written approval of Party A.
During the Duration Period and upon expiration or termination of this Contract, if the Factory is intended to be sold to any other third party, Party B shall be informed by Party A by a six-month prior written notice; thus, Party B shall be granted of the preemptive right to purchase the Factory upon the same terms and conditions of any other potential buyer. Party A acknowledges and warrants Party B that, in case Party B waives its preemptive right to purchase the Factory, the change of ownership of the Factory shall not affect in any manner whatsoever the performance of this Contract.
8、保险Article Eight Insurance
Party A shall be responsible for all the insurance and relevant costs related to the main structure of the Factory. Copies of the documents pertaining to the insurance shall be provided to Party B.
9、合同的续展Article Nine Renewal of this Contract
In the case that Party B is willing to renew this Contract, Party A shall be informed within 6 months prior the date of the termination of this Contract, and a further agreement shall be reached by both Parties.
Party B shall be granted of the preemptive right to lease the Factory upon the same conditions provided to any other potential lessee.
10、合同期满Article Ten Expiration of the Contract
Through the friendly negotiation of both Parties, an agreement in writing may be reached to early terminate or cancel this Contract. Each of the Parties may also early terminate this Contract due to non-performance of this Contract resulting from the Force Majeure set forth in the Art.12 hereof.
10．2 如果外商独资公司由于任何原因没有设立，乙方有权在任何时间提前终止本合同，并无须向甲方支付任何违约金或罚款。在这种情况下，甲方应当在合同解除三日内退还本合同第3.2 条规定的保证金。
Party B shall have the right to terminate this Contract at any time, and without payment of any compensation or penalty to Party A, if the WFOE is not established for any reason whatsoever. In this case, Party A shall return to Party B, within three (3) days from the date of early termination of this Contract, the deposit as set forth in Art. 3.2.
10．3 本合同期满或双方约定提前终止本合同，乙方应当在甲方退还保证金之日起 三十（30）日内搬走乙方设备和废物。
Upon expiration of this Contract or agreement by both Parties for early termination of this Contract, Party B shall remove its equipments and all the wastes within thirty (30) days from the date of return of the deposit By Party A.
Upon expiration of this Contract or agreement by both Parties for early termination of this Contract, Party B shall return all the keys of the Factory within fourteen (14) days from the date of return of the deposit by Party A.
Upon expiration of this Contract or agreement by both Parties for early termination of this Contract, or early termination by Party B as set forth in Art. 11.2 hereof, Party A shall return to Party B, within three (3) days from the date of the expiration or early termination of this Contract, the deposit as set forth in Art. 3.2.1.
11、合同的解除Article Eleven Termination of this Contract
Further to the provisions of the relevant Chinese laws and regulations, in any of the following cases, Party A shall be entitled to terminate this Contract immediately at its discretion and retain the deposit, and reserve the right to claim for penalty, late fees and other indemnifications:
Party B carries on business considered illegal under relevant Chinese laws and regulations.
Without the approval of Party A, Party B discretionarily change the purpose of the use of the Factory, main structure or sets up any building in the area of the Factory.
Without the prior written approval of Party A, Party B discretionarily subleases part or the entire Factory to any third party.
After eighteen (18) months of Duration Period, Party B shall be entitled to early terminate this Contract, giving to Party A one (1) month prior written notice. In this case, Party B shall not pay to Party A any penalty or liquidated damages, and Party A shall return to Party B the deposit, as set forth in Art. 10.5 above.
In case Party B early terminate this Contract before the period of eighteen (18) months as set forth in Art. 11.2 above, Party A shall be entitled to Chinese Yuan as penalty. Nevertheless, upon payment of the penalty as set forth in this Article, and with respect of any other relevant condition as set forth in this Contract, Party A shall return to Party B the deposit as set forth in Art. 3.2.1.
12、不可抗力Article Twelve Force Majeure
12．1不可抗力事件指任何直接造成受影响的一方不能履行或未按时履行本合同义务而当事人不能以合理的方式加以控制的作为或不作为，包括但不限于天灾 (例如：洪水及地震) ，战争，或相似的敌对状态、动乱、禁运或其他不可避免的或不可克服的事件等。当不可抗力事件发生时，履行义务受到不可抗力事件影响的一方(以下简称影响方”)对中止履行或没有履行本合同不承担任何责任，如果影响方在不可抗力发生后及时书面通知合同的另一方。
Force Majeure event means any act occurrence, as a result of which the affected Party is prevented from in performing any of its obligations under this Contract, and which is beyond the reasonable control of the Party, including but nor limited to occurrence of weather (for instance, flood and earthquake), war, or similar adverseness, riot, embargo or other unavoidable or unconquerable accidents. Whenever a Force Majeure event occurs, the Party whose performance of the obligations is affected by that Force Majeure event (the “Affected Party”) shall not be held responsible for the failure or suspense of the performance of this Contract, provided that a written notice regarding the Force Majeure event shall be served to the other Party immediately after the occurrence of such event.
If the obligations of the Affected Party cannot be performed, to the extent that they are affected by the Force Majeure event, upon the effect of such event, the Parties may agree to terminate all or part of this Contract or delay the performance of this Contract.
13、违约责任Article Thirteen Breach Liability
In the case that Party B delays the payment of the rental fees, Party B shall pay to Party A a penalty equal to 1‰ of the quarterly rental fees for every day of delay.
If any damage within the Factory arises due to the decoration works carried out by Party B, Party B shall be responsible for the relevant repairs. Where the repairs can not be performed, Party B shall indemnify Party A for the damages incurred.
14、争议解决Article Fourteen Dispute Resolution
Any dispute arising from or in connection with this Contract shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The judicial panel shall be composed by three (3) Arbitrators and each Party shall be entitled to appoint one Arbitrator. The appointment of the third Arbitrator shall be jointly agreed by both Parties or, in case there is no agreement between the Parties, shall be appointed by the Chairman of the CIETAC. The place of arbitration shall be Beijing, People’s Republic of China. The hearings shall be conducted in the English language.
15、通知Article Fifteen Notice
Any notice mentioned in this Contract shall mean written notice. In the case of emergency, either Party shall communicate orally with the other Party, provided that a written notice shall be subsequently severed to the other Party promptly.
The written notices shall be addressed to the following addresses:
Any amendment on communication, telephone number, facsimile number or email address shall be communicated the other Party promptly.
16、其他Article Sixteen Miscellaneous
Any amendment, change or modification to this Contract shall be made in writing upon negotiation of the Parties.
If any provision hereof is or becomes void or invalid in any respect, the validity of the remaining provisions shall not be affected or impaired, and the void or invalid provision(s) shall be replaced by the valid provision(s) closest reflecting the intentions of the Parties at the execution of the Contract.
Any issue not covered in this Contract shall be further agreed in writing in a supplementary agreement by both Parties.
The Annexes to this Contract shall constitute an integral part of this Contract and shall have the same effect of this Contract.
This Contract shall be governed by the laws and regulations of the People’s Republic of China.
Failure by Party A or by Party B to enforce their respective rights as provided in this Contract shall not be deemed as a waiver by the parties thereafter to enforce such rights.
16．7本协议在中华人民共和国 市于 年签署。
This Contract is executed in , People’s Republic of China, on
This Contract is executed in six (6) copies, three (3) in Chinese language and three (3) in English language. Each Party shall hold two (2) copy of each language and one (1) copy of each language shall be submitted to relevant Chinese Public Authorities for registration and approval. All languages shall have the same effect. In case of discrepancy, the English version shall prevail.
This Contract shall come into effect at the date of the execution by the Authorized Signatory of the Parties.
甲方：Party A: 乙方：Party B:
授权签字人 Authorized Signatory: 授权签字人Authorized Signatory: