Exhibit 10.1
20090501
Lease Contract
Between
Harbin Xinda Macromolecule Material Co.,
Ltd.
And
Harbin Xinda High-tech Co., Ltd.
May 1 st, 2009
Contents
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Article
1
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Property
Location, Area and Facilities
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1
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Article
2
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Usages
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1
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Article
3
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Lease
Term
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2
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Article
4
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Property Rent
and Payment
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2
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Article
5
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Other
Expenses
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2
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Article
6
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Repairs
Responsibility
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3
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Article7
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Representations, Warranties and Undertakings of
Party A
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4
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Article
8
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Representations, Warranties of Party
B
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5
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Article
9
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Serious Breach
of Party B
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5
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Article
10
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Serious Breach
of Party A
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6
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Article
11
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Indemnities
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6
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Article
12
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Notice
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6
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Article
13
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Termination
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7
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Article
14
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Governing Law
and Dispute Resolution
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8
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Article
15
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Force
Majeure
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9
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Article
16
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Miscellaneous
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10
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Appendix
A
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Property
Descriptions
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13
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Appendix
B
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The Copies of
Property Ownership Certificate
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14
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The
Lease Contract (this “Contract”) is entered into as of
May1 st , 2009 by the following parties:
(1)
Harbin Xinda Macromolecule Material Co., Ltd.(hereinafter called
“Xinda Macromolecule” or “Party B¡°), a
business entity incorporated under the laws of the People’s
Republic of China(“China”), was registered in No.9,
QinLing Road, Yingbin Road Centralized Industrial Park, Harbin
Development Zone, Heilongjiang Province, China; and
(2)
Harbin Xinda High-tech Co., Ltd.(hereinafter called “Xinda
High-tech” or “Party A), a business entity incorporated
under the laws of the People’s Republic of
China(“China”), was registered in No.9, Dalian North
Road, Haping Road Centralized Industrial Park , Harbin Development
Zone, Heilongjiang Province, China
Xinda
High-tech and Xinda Macromolecule here are called
“party” respectively and, collectively the
“parties” in the Contract.
Article 1 Property Location, Area and
Facilities
1.1 The
parties agree to: Party A will lease to Party B the premises
(hereinafter called “The Premises”), which is located
at No.9, Dalian North Road, Haping Road Centralized Industrial
Park, Harbin Development Zone, Heilongjiang Province, China, with
an area of 23893.53 square meters.
1.2 The
current status of property and the attached welfare facilities,
equipment and facilities (hereinafter called “attached
facilities”), as shown in the annex to the contract A. Annex
A should be referred to as Party A Party B to the property and the
return of Party A Party B to the property on the basis of the
acceptance.
Article 2 Usages
2.1 Party
A has shown the related property certificates to Party B for
proving that Party A has legal rights to release the premises prior
to signing this contract. The serial numbers of the property
ownership certificates are as following: Harbin Property Right
Certificate Kaiguozi NO.00107917 Harbin Property Right Certificate
Kaiguozi NO.200702187 ;Harbin Property Right Certificate Kaiguozi
NO.00107916 Harbin Property Right Certificate Kaiguozi NO.00107915
Harbin Property Right Certificate Kaiguozi NO.00107914 and Harbin
Property Right Certificate Kaiguozi NO.00107913, where shows that
the usages are: industrial plants office buildings and other
accessory occupancy. See Appendix B The Copies of Property
Ownership Certificate on this contract for further
information.
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2.2 Party
B undertakes that property will be used only for business
purposes.
2.3 Party
B must not change the property usages in the lease
period.
Article 3 Lease Term
3.1 The
lease term shall last for 3 years from May 1 st ,
2009 to April 30 th , 2012 (hereinafter called ”
term”).
3.2 On
(a) the expiration date or (b)the earlier date before the
termination of this contract, Party A shall have the right to
recover the property; and Party B should return the premises to
Party A on the expiration of the term or 90 days after the
termination of this contract (as the case may be).
Article 4 Property Rental and Payment
4.1 Party
B shall pay 2,000,000 RMB (2,000,000 RMB of property rental) per
year to Party A as property rental.
4.2 (a)
Party B should pay available funds to Party A immediately prior to
the fifteenth business day of December every year as
the property rental.
(b) In case the contract is terminated before the term
expires, Party B shall pay Party A the total amount of property
rental in the final year times the exact usage days of the final
year divided by 365.
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Article 5 Other Expenses
5.1 Party
B should pay all the other expenses (“expenses”) as a
result of usages of property. These expenses include, but not
limited to, water, electricity, gas, telephone fee and Internet
services fee.
5.2 The
expenses of property should be based on the utility meter
calculation; or, if applicable, or by a pro-rata basis of the total
area of the premises and buildings or related field; or in
accordance with the relevant service providers to reach the
individual billing arrangements (if applicable).
5.3 Party
B should pay all expenses to the related charger in a timely
fashion and then repay any expenses for Party A.
Article 6 Repairs and Maintenance
Responsibility
6.1 Party
A shall be responsible for keeping the safety and the good
conditions of the property structure during the term and other
repairs and cleaning should be charged by Party B.
6.2 Part
B shall take good care of and properly use the premises and
attached facilities, except for (a) normal wear and tear, (b) Party
A’s acts or omissions cause or result in the damages as well
as (c) any force majeure event causes damages, Party B should be
responsible for maintenance or compensation of any damage of the
premises and attached facilities.
6.3
Expect for (a) the existing renovations and
facilities, (b) Party B required for business operation or as all
the necessary refurbishment and modification, Party B shall not
modify the renovations or refit the attached facilities without the
written agreement of Party A (but this kind of consent should not
be refuse unreasonably). If Party B would like to modify the
renovations or refit the attached facilities, Party B should submit
a written application, as well as a detailed plan or design
drawings for approval to Party A. Party A shall review such
applications and other documents within a reasonable time and put
forward the instructions and advices for the plans designs or
drawings. Party B should engage in the renovations or modifications
as the approved applications other documents and instructions of
Party A within the agreed period at their own expenses.
Notwithstanding the foregoing, Party B should be in charge of the
result arising from the acts of repairs and renovations.
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6.4
Unless other promises exist, any notice
related to the property repairs should be submitted to the other
party before repairs commence within at least 72 hours.
6.5 As
the force majeure event causing any damage of the property,
additional sites or other places (as the case may be), any of the
parties will not have responsibility for the other party. For the
avoidance of doubt, the force majeure event should not include any
event caused by any party, their employees, agents or the
mishandling of the customers.
Article 7 Representations, Warranties and
Undertakings by Party A
The Party A acknowledges that,
the Party B shall sign this contract based on the truth of
following representations and warranties. The Party A’s
representations, warranties and undertakings to Party B are as
follows:
The Party A has all rights and
authorization of signing, conducting and delivering of this
contract and carrying out the proposed transactions in this
contract, and the Party A is incorporated or formed formally in
accordance to applicable local laws.
After singed and delivered this
contract, the Party A must fulfill all proposed transactions in
this contract, and takes all necessary corporate or other actions
to get the formal approval and authorization.
If the Party B authorizes, signs
and delivers this contract formally, it constitutes legal,
effective and binding obligations to Party A and can be conducted
forcibly according to the rules of this contract unless this
clauses are limited by the laws of bankruptcy, insolvency,
restructuring, deferred payment and similar laws that affect the
right of creditor;
The property should be rented to
the Party B within the whole term and throughout the period of
time, Party A should not affect the property rights including all
mortgages, liens, leases, security inte