|
(1)
|
Based
on the Lessee’s selection of the Supplier and the Lease Item, the Lessor
agrees to purchase the Lease Item and lease it to the Lessee for its use.
And
|
|
(2)
|
The
Lessor agrees to provide the Lessee the Lease Item by leasing and the
Lessee agrees to lease the Lease Item under the terms and conditions of
this Contract.
|
|
1.
|
Definition and
Interpretation
|
|
1.1
|
Unless
otherwise specifically prescribed in this Contract or otherwise separately
agreed by the Parties in writing, the terminologies used in this Contract
shall be defined and interpreted as below. Any terminology from
this Contract shall be interpreted according to this
Article.
|
|
Terminology
|
Definition
|
|
|
Contract/this
Contract
|
Shall
refer to this Financing Leasing Contract and all the Annexes thereof, as
well as any supplementary agreements and amendments in writing thereto
entered into by the Parties from time to time.
|
|
|
Schedule
|
Shall
refer to the Schedule of Leasing signed by the Lessor and Lessee in the
format of Annex 1 of this Contract from time to time.
|
|
|
Lease
Item
|
Shall
refer to the equipment, spare parts, accessories, auxiliary software, and
service described in the Schedule of this Contract, as well as any
substitute, update and replacement to the said
equipment.
|
|
|
Leasing
Transaction
|
Shall
have the meaning as defined in Article 3 herein.
|
|
|
Acceptance
Certificate
|
Shall
refer to the acceptance certificate signed by the Lessee in the format of
Annex 2 of this Contract.
|
|
|
Business
Day
|
Shall
refer to a day, on which the bank inside China is open for general
business (other than the legal rest days and legal public
holidays).
|
|
|
Acceptance
Date
|
Shall
refer to the date indicated in the Acceptance
Certificate.
|
|
|
Delivery
Place
|
Shall
refer to the place for delivery as provided in the
Schedule.
|
|
|
Supplier
|
Shall
refer to the equipment suppliers as listed in the
Schedule.
|
|
|
Purchase
Contract
|
Shall
refer to the orders, the sales contract or other purchase documents signed
by and between the Lessee and the Supplier in relation to the product
purchase based on the Entrust Purchase Contract
|
|
|
Entrust
Purchase Contract
|
Shall
refer to the Entrust Purchase Contract (No. YHZL(09) 02ZL024-WM001) signed
by and between the Lessor (Principal) and the Lessee
(Consignee).
|
|
|
RMB
|
Shall
refer to Chinese legal currency.
|
|
|
Leasing
Term
|
Shall
have the meaning as defined in Article 8.1 herein.
|
|
|
Rental
|
Shall
refer to the amount as provided in the column of “Rental” in the Schedule
herein.
|
|
|
Rate
for Late Payment
|
Shall
refer to the rate when calculating the surcharge for delay of performance,
which is, 0.1% per day.
|
|
|
Rental
Adjustment Notice
|
Shall
refer to the notice of rental adjustment in the format of Annex 3 signed
and issued by the
Lessor.
|
|
Rental
Payment Date
|
Shall
refer to the date as provided in the column of “Rental Payment Date” in
the Schedule herein.
|
|
|
China
or PRC
|
Shall
refer to the People’s Republic of China (excluding Hong Kong, Macao and
Taiwan).
|
|
|
Security
Interest
|
Shall
refer to any mortgage, pledge, lien, or other security interests set up or
arises by whatever means.
|
|
|
Breach
of Contract
|
Shall
refer to any breach of contract of the Lessee as provided in Article 25
herein.
|
|
|
Authorization
|
Shall
include any and all approvals, consents, licenses, admission, concession,
permissions, registration, announcement, reduction or
exemption.
|
|
|
Month/Year
|
Shall
refer to the calendar month/year.
|
|
|
Tax
|
Shall
include the applicable taxes of any nature, or the taxes of any nature
which will be applied, imposed, collected and withheld after this Contract
comes into effect, including but not limited to income tax, business tax,
duty, deductions or withholding tax, etc.
|
|
|
Institute
|
Shall
include any department, institute, council, bureau, committee, authority,
or other enforcement
departments.
|
|
1.2
|
Any
Article or Annex mentioned in this Contract shall refer to the Article or
Annex of this Contract; “This Contract” or any other document mentioned in
this Contract shall be interpreted to include its revised or supplemented
or updated versions. The headings of the Articles in this Contract are
only for the purpose of convenience and shall not affect the
interpretation of such Article. “Including” mentioned in this
Contract shall be interpreted as “including but not limited
to”.
|
|
2.
|
Main
Contract
|
|
3.
|
Schedule and Leasing
Transactions
|
|
4.
|
Independent Leasing
Contract
|
|
5.
|
Discretional Selection and
Purchase
|
|
5.1
|
The
Lessee has the right, at its full discretion, to select the name, type,
specification, quality, maintenance, price, delivery, inspection and
acceptance and other purchase issues of the Lease Item, as well as the
Supplier of the Lease Item.
|
|
5.2
|
The
Lessor shall sign a Entrust Purchase Agreement with the Lessee, according
to which, the Lessee shall itself directly negotiates and concludes the
Purchase Contract (or other contracts with the name nature, such as sales
and purchase contract, project turnkey contract, etc., hereinafter as
“Purchase
Contract”) with the Suppler in regard to the purchase of the Lease
Item.
|
|
5.3
|
The
abovementioned Lessee’s selection and decision does not rely on the
Lessor’s skills or are not affected by the Lessor at
all.
|
|
6.
|
Delivery and Inspection and
Acceptance
|
|
6.1
|
The
Lessee shall reach an agreement with the Supplier that the Supplier shall
be responsible for directly delivering the Lease Item to the Delivery
Place according to the Purchase Contract. Unless otherwise
specifically agreed herein, to the Lessor, the Lessee shall bear any risks
and expenses arising out from the delivery of the Lease Item to the
Delivery Place. The delivery date shall be the date as agreed
in the Purchase Contract.
|
|
6.2
|
The
Lessee shall transfer an original copy of the Acceptance Certificate to
the Lessor within 10 working days after the delivery date. The
Acceptance Certificate signed and issued by the Lessee constitutes a solid
evidence certifying that:
|
|
|
(1)
|
The
Lessee has already inspected and accepted the Lease
Item;
|
|
|
(2)
|
The
Lease Item fully satisfies the Lessee’s requirements and the requirements
of the Purchase Contract;
|
|
|
(3)
|
The
Lease Item and relevant documents thereof are intact and being in good
working conditions; and
|
|
|
(4)
|
The
Lessee is willing to pay the Rental and other payables under the leasing
contract.
|
|
7.
|
Supplier’s Breach of
Contract
|
|
7.1
|
If
the Supplier has any default in the Purchase Contract, including but not
limited to:
|
|
|
(1)
|
The
Supplier delays or fails to deliver all or part of the Lease
Item;
|
|
|
(2)
|
The
Lease Item does not conform to the stipulations of the Purchase
Contract;
|
|
|
(3)
|
The
Lease Item has any quality defect;
|
|
|
(4)
|
The
Lease Item has any title of defect (such as infringing third party’s IP
rights);
|
|
|
(5)
|
The
Supplier fails to perform its repair or maintenance obligations for the
Lease Item; and
|
|
|
(6)
|
The
Supplier breaches any, express or implied, representations or warranties
it shall follows.
|
|
7.2
|
The
Lessor shall not be liable for any damages of the Lessee caused by the
said breaches of the Supplier.
|
|
7.3
|
The
Lessee agrees that where it suffers any losses due to the aforesaid
reasons, it shall directly claim against the Supplier. The
Lessor’s obligation to provide assistances to the lessee is only limited
to provide any and all necessary certifications. Where the
Lessee enters into any indemnity agreement with the Supplier, the Lessor
shall be notified; where such agreement relates to the return,
replacement, price increase/deduction of the Lease Item and other issues
which will affect the Lessor’s rights under this Contract, a prior written
consent from the Lessor shall be
obtained.
|
|
7.4
|
The
Lessee further agrees that, no matter whether the Lessee’s claim against
the Supplier due to the aforesaid reasons is realized or not, or whether
such claim is still in process or not, the validities of relevant leasing
contract and this Contract as well as the Lessor’s right to collect the
Rental and other payables from the Lessee under this Contract shall not be
affected. Under the said situation, the Lessee shall pay the
Rental and other payables to the Lessor pursuant to this
Contract.
|
|
8.
|
Leasing Term and Lease
Commencement Date
|
|
8.1
|
Unless
otherwise specifically agreed in this Contract, the Leasing Term of the
Leasing Item rent out by the Lessor and leased by the Lessee shall be 5
years (60 months).
|
|
8.2
|
The
Lease Commencement Date herein shall be the date when the Lessor makes the
first installment payment according to the Entrust Purchase
Contract.
|
|
8.3
|
The
Leasing Term herein shall commence from the Lease Commencement Date and
expire on one day before the corresponding date in the 5th
year to the Lease Commencement Date. If there is no
corresponding date of expiry month to the Lease Commencement Date, the
Leasing Term shall be expired on the last day of that
month. Except agreed by the Lessor in writing, the Leasing Term
shall not be canceled or early
terminated.
|
|
9.
|
Rental and
Payment
|
|
9.1
|
Upon
the Parties’ confirmation, the Lessor shall provide the financing to the
Lessee in respect to the leasing services for the Lease Item under this
Contract; as a principal under the Entrust Purchase Contract (the Lessor
under this Contract), the Lessor shall pay the sum of the product price
minus the Rental for 0 Period, which is approximately RMB
49,883,000.
|
|
9.2
|
The
Lessor and Lessee agree and confirm that: the Rental shall be determined
according to the Lease Rate which is equal to the bank’s RMB benchmark
loan rate of 3 to 5-year term published and implemented by the People’s
Bank of China plus 1.5% as lease rate (i.e. Lease Rate =
Applicable loan rate + 1.5%); the Lessee agrees and confirms that if the
People’s Bank of China adjusts the RMB benchmark loan rate of 3 to 5-year
term, the Lessor has the right to adjust the annual Lease Rate at the same
time; on the first Rental Payment Day following the adjustment date of the
interest rate, the Rental and other payables shall remain unchanged,
while, the Rental and other payables after the said Rental Payment Date
shall be recalculated according to the adjusted interest rate (i.e. the
adjusted interest rate is the new RMB benchmark loan rate of the same term
published and implemented by the People’s Bank of China plus
1.5%).
|
|
9.3
|
During
the Leasing Term, the Lessee shall pay 60 installments of the Rental which
are calculated based on the equal annual payment method. During
the Leasing Term, the Rental shall be paid monthly at the end of each
period, among which, the first 3 months are grace period during which the
Lessee shall pay interest to the Lessor monthly at the end of each
period.
|
|
9.4
|
The
formula for calculating the Rental for the remaining 57 months is as
follows:
|
|
9.5
|
The
Lessee shall fully pay the Rental and other payables on time according to
the Schedule. The aforesaid payment shall not be deducted and shall be
paid unconditionally.
|
|
9.6
|
The
due date of rental amount etc. in the Schedule means the crediting date of
the amount of payment, which also means the lessor can receive the amount
in its account in that date for the latest. If the payment date is the
public holiday of the country, that date will automatically shift to one
working day earlier.
|
|
9.7
|
If
the payment received by the Lessor is not adequate to cover all the due
and payable payments payable by the Lessee under this Contract, the Lessor
may use such payment to pay off the payment obligations of the Lessee
under this Contract according to a proper repayment order decided by the
Lessor, the said usage decided by the Lessor is prior to any usage method
raised by the Lessee.
|
|
9.8
|
The
Lessee shall fully pay all the payables under this Contract to the Lessor
and shall not make any deduction or withholding to the aforesaid payables
by excuse of tax or any other reasons. If any deduction or
withholding of the aforesaid payables is required according to any
applicable PRC laws or regulations, the Lessee shall correspondingly
compensate the Lessor the aforesaid amount deducted or withheld from the
aforesaid payables, to ensure that the amount received actually by the
Lessor is equal to the amount of all the payables under this
Contract.
|
|
10.
|
Rental
for 0 Period, Guarantee Amount and Rental Management
Fee
|
|
10.1
|
The
Lessee shall pay the Rental for 0 Period and cash deposit to the Lessor
according to the following methods:
|
|
|
(1)
|
Rental
for 0 Period: The Lessee shall pay it to the Lessor within 1 working day
after the Lessor makes the first installment payment according to the
Entrust Purchase Contract (Contract No. YHZL (09) 02ZL024-WM001), which is
equal to RMB
10,221,430.22;
|
|
|
(2)
|
Cash
Deposit: The Lessee shall pay it to the Lessor within 1 working day after
the Lessor makes the first installment payment according to the Entrust
Purchase Contract (Contract No. YHZL (09) 02ZL024-WM001), which is equal
to RMB
7,813,000; during the Leasing Term, the Lessor will not pay
interest for Lessee’s cash deposit, however, the cash deposit shall be the
calculating base for the Rental, and the cash deposit can be used to
offset the Rental for the last several
periods.
|
|
10.2
|
The
Lessee agrees to pay the leasing Management Fee to the Lessor for the
financial leasing services provided by the Lessor under this
Contract. The Lessor and the Lessee agree and confirm that, the
Lessee shall pay the Management Fee to the Lessor according to the
following methods:
|
|
|
(1)
|
The
first installment of the Management Fee: shall be paid by the Lessee to
the Lessor within 5 working days after this Contract comes into effect and
shall be equal to 1.5% of the financing amount;
and
|
|
|
(2)
|
The
second to fifth installment of the Management Fee: shall be paid by the
Lessee to the Lessor on the respective date corresponding to the Lease
Commencement Date of each year after the Lease Term commences and shall be
equal to 1.5% of the outstanding principal on the date corresponding to
the Lease Commencement Date of each
year.
|
|
10.3
|
The Management Fee shall not be
returned to the Lessee under any
circumstances.
|
|
11.
|
Adjustment
of Rental
|
|
11.1
|
The
Lessee agrees and confirms that, if the People’s Bank of China adjusts the
RMB benchmark loan rate of 3 to 5-year term, the Lessor is entitled to
adjust the annual Lease Rate synchronously and to re-calculate the Rental
and other payables accordingly.
|
|
11.2
|
Where
the RMB benchmark loan rate of 3 to 5-year term published and implemented
by the People’s Bank of China is adjusted, on the first Rental Payment Day
following the adjustment date of the loan rate, the Rental and other
payables shall remain unchanged, while, the Rental and other payables
after the said Rental Payment Date shall be recalculated according to the
newly adjusted loan rate.
|
|
11.3
|
The
Lessor is entitled to adjust the Rental and other payables by way of
issuing the Lessee a Rental Adjustment Notice, the Lessee shall sign on
such Rental Adjustment Notice to confirm the adjustment, and the Lessee’s
failure to sign shall not affect the Lessor’s adjustment to the Rental and
other payables.
|
|
12.
|
Surcharge
for Delay of Performance
|
|
13.
|
Ownership
|
|
13.1
|
The
Lessee confirms that the Lessor shall be the sole owner of the Lease Item,
who has the sole ownership to the Lease Item. Unless the Lessee
exercises its purchase right upon the expiration of the Lease Term
initially empowered by this Contract, the Lessee shall not have the
ownership to the Lease Item. The Lessee hereby expressly waives
its any potential claims against the ownership to Lease
Item. The Lessee shall not allege it is the owner of the Lease
Item or permit the occurrence of any other incidents that will make a
third party reasonable believes that the Lessee is the owner of the Lease
Item.
|
|
13.2
|
Without
the prior consent from the Lessor in writing, the Lessee shall not take up
the following activities:
|
|
(1)
|
Sell,
assign or dispose the Lease Item by other
means;
|
|
(2)
|
Re-lease
the Lease Item or permit any one other than the Lessee to use the Lease
Item;
|
|
(3)
|
Establish
any Security Interest on the Lease
Item;
|
|
(4)
|
Waive
the Lease Item;
|
|
(5)
|
Accrete
the Lease Item to any land, building or house which may cause the Lease
Item be regarded as part of the land, building or
house;
|
|
(6)
|
Make
any modification to the Lease Item;
and
|
|
(7)
|
Other
activities which may impair the Lessor’s ownership to the Lease
Item.
|
|
13.3
|
The
Lessor has the right to require the Lessee to fix the ownership mark on
the Lease Item. Such ownership mark shall: (1) indicate the
Lessor is the owner of Lease Item; (2) be fixed in a remarkable position
on the Lease Item; and (2) not be removed or concealed during the Leasing
Term.
|
|
13.4
|
The
Lessor has the right to inspect the Lease Item. The Lessee
confirms it will provide necessary assistances, including but not limited
to: (1) provide or make the Lessor an access to the site where the Lease
Item is located; (2) provide the maintenance records of the Lease Item;
and (3) allow the Lessor to check whether the Lessee conforms to any
provisions under this Contract it shall observe. Any time
required for the inspection, check or maintenance shall constitute part of
the Leasing Term.
|
|
14.
|
Right to
Use
|
|
15.
|
Representations and
Warranties
|
|
15.1
|
The
Lessee hereby represents and warrants to the Lessor as
follows:
|
|
(1)
|
The
Lessee is a legal entity duly formed and validly existing under the PRC
laws;
|
|
(2)
|
The
conclusion and performance of this Contract and the Leasing Transaction
thereunder do not violate this Contract, any applicable laws, or the
Lessee’s articles of association, or any other documents binding on the
Lessee or its assets;
|
|
(3)
|
This
Contract constitutes the legally effective and binding obligations of the
Lessee and is enforceable against the Lessee in accordance with its
respective provisions;
|
|
(4)
|
The
Lessee has power and authority to enter into and perform this Contract and
any Leasing Transaction thereunder. The Lessee has obtained all
the authorizations from any governmental institute or other institutes in
regard to the conclusion and performance of this Contract and any Leasing
Transaction thereunder.
|
|
(5)
|
There
hasn’t been any litigation, arbitration or ongoing or suspending
administrative proceeding held by any court, arbitration tribunal or
administrative department against the Lessee or its any asset, or its
revenue which may have severely and materially adverse impact on the
Lessee’s business, asset or financial status; nor is there any major
litigation, arbitration or administrative proceeding which will have
potential threat on the Lessee or its any asset, or its revenue according
to the knowledge of the Lessee’s senior
management;
|
|
(6)
|
Currently,
the Lessee legally possesses all its assets and takes up its
operations
|
|
(7)
|
The
Lessee does not have any breach of contract, nor its any potential breach
of contract occurs and exists.
|
|
15.2
|
The
Lessee further represents, warrants and covenants to the Lessor that, the
abovementioned representations and warranties are true and accurate on
each = Acceptance Date and Rental Payment Date in terms of the existing
facts and situations whereupon.
|
|
15.3
|
The
Lessee confirms that:
|
|
(1)
|
The
Lessor is not the manufacturer or Supplier or their agents of the Lease
Item, and the Lessor shall not be held liable for any representation or
warranty made by them to every aspect of the Lease
Item.
|
|
(2)
|
Unless
otherwise specifically agreed herein, the Lessor does not make or provide
any condition, warranty or representation in regard to the conditions,
design, marketability or applicability, or the operation of the Lease
Item. Any condition, warranty or representation in relation to
the aforesaid matters (obligation or liabilities arising from the contract
or the infringment), express or implied, legal or in any other forms, is
expressly eliminated herein.
|
|
16.
|
General
Covenants
|
|
16.1
|
The
Lessee covenants to the Lessor that, commencing from the signing date of
this Contract until any and all liabilities of the Lessee under this
Contract are completely terminated:
|
|
(1)
|
The
Lessee shall obtain all required registrations and authorizations to
possess and use the Lease Item at its own cost, which shall conform to all
applicable laws, regulations, rules or policies in relation to the
possession, usage, keeping and maintenance of the Lease
Item;
|
|
(2)
|
Upon
the reasonable requirements of the Lessor from time to time, the Lessee
shall provide the Lessor its financial status, business and operational
financial statements, financial reports and other materials which the
Lessee can provide to the financial institute, administration for industry
and commerce, administration for tax, industry regulatory department,
etc.
|
|
(3)
|
The
Lessee shall keep all the authorizations (governmental or other
authorizations ) in full effect, and will promptly obtain any other
possible authorizations which enable the Lessee to perform any
transactions under this Contract;
|
|
(4)
|
If
any breach of contract or any incident which may result in the breach of
contract occurs, the Lessee shall immediately notify the Lessor after it
is aware of such breaches or incident, and the Lessee shall take remedial
measures to reduce the impact on this Contract and the Leasing Transaction
thereunder brought forward by such breach of contract or
incident. The Lessee shall notify the Lessor in writing of the
remedial measures it adopted.
|
|
16.2
|
Any
loss, theft or damage of the Lease Item or part thereof, or other
incidents of any other nature, the legal change or environmental change
shall not impair the Lessee’s any obligations under this Contract, so that
all the said obligations (including but not limited to paying the Rental
or other payables) shall remain fully
effective.
|
|
17.
|
Operation and Usage of the
Lease Item
|
|
17.1
|
The
Lessee covenants to the Lessor that, commencing from the delivery date
until any and all liabilities of the Lessee under this Contract are
completely terminated, the Lessee shall manipulate or use the Lease Item
exactly according to the following
methods:
|
|
|
(1)
|
By
the way pursuant to any applicable laws, regulations and safety guidelines
of the Supplier which are applicable to the Lease
Item;
|
|
|
(2)
|
It
shall have professionals with special skills to manipulate or use it
carefully, safely and properly;
|
|
|
(3)
|
It
shall be manipulated or used in a way conforming to the design purpose of
the Lease Item and for the lawful
purpose;
|
|
|
(4)
|
By
means which will not impair the Supplier’s warranty or the insurance on
the Lease Item; and
|
|
|
(5)
|
By
means which will not endanger any one’s
health.
|
|
17.2
|
The
Lease Item shall be manipulated or used in the Delivery Place, if the
Lease Item is movable, the Lessee can only manipulate or use the Lease
Item within the area or scope agreed by the Lessor in
writing.
|
|
17.3
|
The
Lessee is obliged to provide the conditions of the Lease Item, usage
purpose, place and status, upon the request of the Lessor from time to
time.
|
|
17.4
|
The
Lessee shall prepare and ensure to prepare accurate, complete and timely
records on its any and all manipulation on the Lease Item; the said
records shall be owned by the owner of the Lease Item, whose ownership
will be transferred free of charge along with ownership transfer of the
Lease Item. The said records shall be possessed and used by the
Lessee. Without any consent from the Lessor, the Lessee shall
not allow any third party to possess and control such
records.
|
|
17.5
|
All
the records prepared by the Lessee for the Lease Item shall be in
compliance with the rules enacted by the governmental institute from time
to time, and the Lessee shall disclose to the Lessor the details and
locations of any other spare parts purchased by the Lessor but not
installed on the Lease Item according to the actual
situations.
|
|
17.6
|
The
Lessee will obtain or maintain any necessary certificate, license, permit,
or approval for using or manipulating the Lease Item as required by the
applicable laws or regulations and shall procure the Lease Item conforming
to any and all orders or requirements of the governmental institute which
are applicable to the Lease Item. Relevant fees shall be borne
by the Lessee.
|
|
17.7
|
During
the period when the Lessee possesses and uses the Lease Item, the Lessee
shall promptly pay or procure others to pay any and all the rent,
expenses, license taxes, registration fees, taxes and other expenditure in
relation to any place or site which accommodates the Lease Item or part
thereof, or shall make sure the Lease Item will not be withheld or sealed
up by any means due to the rent and other taxes and
fees.
|
|
18.
|
Maintenance and
Repair
|
|
18.1
|
Commencing
from the delivery date until any and all liabilities of the Lessee under
this Contract are completely terminated, the Lessee shall maintain, repair
and examine the Lease Item at its own cost and shall make the Lease Item
in good working and maintenance conditions as it being
delivered.
|
|
18.2
|
At
the delivery, if any accessories or spare parts fixed on or incorporated
in the Lease Item or any replacement parts thereof are lost or destroyed
to the extent that they can not be repaired or not suitable to use any
more, the Lessee shall ensure to promptly replace such parts and procure
the Lease Item maintain in the good working and maintenance
conditions. The time required for the maintenance, repair and
examination shall be part of the Leasing Term. The Lessee shall
have the obligations to pay the Rental and other payables under this
Contract as well in the said situation, and shall not refuse to pay by the
excuse that the Lease Item is being in a maintenance, repair or
examination status.
|
|
18.3
|
The
Lessee agrees and covenants that, the Lease Item shall be maintained and
repaired by a qualified person conforming to the Supplier’s
requirement. For the maintenance and repair purpose, any
components to supersede, replace or renew any accessories, spare parts,
components of the Lease Item shall be the properties of the Lessor, which
do not bear any Security Interest. Any accessories or spare
parts removed from the Lease Item shall be the properties of the Lessor,
which shall be well kept and maintained by the
Lessee.
|
|
18.4
|
Upon
the request of the Lessor at any time, the Lessee shall provide evidences
(including providing the Lessor one or more legal opinions) to the
Lessor’s satisfaction, to prove that any replacement part of the Lease
Item shall belong to the Lessor which do not bear any Security
Interest.
|
|
18.5
|
The
Lessor need not to pay any expenses for maintaining and repairing any part
of the Lease Item, and need not to provide any or part of the equipment to
replace the Lease Item or part thereof in the situation that the Lease
Item or part thereof is lost, forfeited, destroyed or unsuitable to use
any more due to other reasons. In the aforesaid situations, the
Lessee shall have the obligations to pay the Rental and other payables
under this Contract as well, and shall not refuse to pay by the excuse
that the Lease Item can not be used
anymore.
|
|
18.6
|
The
Lessee shall not use the Lessor’s credit as a guarantee to secure any
maintenance, examination, replacement, repair or change of the Lease
Item.
|
|
19.
|
Registration
|
|
20.
|
Insurance
|
|
20.1
|
From
the delivery date until any and all the liability under this Contract is
terminated, the Lessor shall buy property all risks insurance with the
Lessor be the insured, and the insurance premium shall be borne by the
Lessee. The insurance premium for each leasing year shall be
0.1% of the outstanding payable leasing payments of the Lease Item at the
beginning of the year. The Lessee shall pay the insurance
premium of the Lease Item of the year in full to the Lessor at the
beginning of each leasing year; after receiving the premium, the Lessor
shall buy the insurance based on the insured amount which is equal to the
outstanding principal of the Lease Item at the beginning of the
year.
|
|
20.2
|
The
insurance policy of the said insurance
shall:
|
|
(1)
|
indicate
the Lessor shall be the owner of the Lease
Item;
|
|
(2)
|
indicate
the Lessor shall be the co-insured and the insurance
beneficiary;
|
|
|
(3)
|
indicate
it shall not canceled or terminated by the Lessee, unless the Lessor
approves it in writing; and
|
|
|
(4)
|
indicate
the policy shall not be amended, unless the Lessor approves it in
writing.
|
|
20.3
|
The
Lessee confirms it will not buy any other insurance if the claims of such
insurance may impair or has other adverse impact on the claims under the
abovementioned insurance policy.
|
|
20.4
|
If
the Lessee fails to pay the insurance premium to the Lessor on time
according to the foregoing provisions, the Lessor has the right to (but
not obliged to) buy insurance for the Lease Item or any abovementioned
other risks, provided without prejudice to its rights arising from any of
aforementioned breach of contract, and such insurance purchase shall be
maitained during the period provided in this Article. Upon
request, the Lessee shall immediately pay to the Lessor all the
expenditures spent for the above purposes and the interests thereof
calculated based on the Rate for Late Payment commencing from the due date
until the actual payment date.
|
|
20.5
|
Without
derogating any other provisions of this Contract, the Lessee agrees, it
shall indemnify the Lessor for any loss, liabilities taking, damages,
claims, request, or expenditures suffered by or incurred to the Lessor due
to or in relation to the Lessee’s failure to perform its obligations under
Article 20.
|
|
21.
|
Loss and
Damage
|
|
21.1
|
From
the delivery date until any and all the obligations of the Lessee under
this Contract are fulfilled, any risk of damage and loss of the Lease Item
shall be borne by the Lessee, no matter whether such risk is covered or
not by the insurance under this
Contract.
|
|
21.2
|
During
the Leasing Term, if any loss, destroy or irreparable damage or forfeit or
confiscation occurs due to any reasons (“Total Loss”), the Lessee shall
immediately notify the Lessor and pay to the Lessor on the next Rental
Payment Date: (1) all the due and payable Rental and other payables on the
said date; and (2) the predetermined damages corresponding to the said
Rental Payment Date, and the predetermined damages is equal to the total
amount of all the outstanding Rental and other payables. The
leasing contract shall be terminated after the Lessor received all the
aforesaid payments and the Lessee need not continue to pay any Rental
under this Contract any more.
|
|
21.3
|
The
Lessor and the Lessee shall endeavor to fully cooperate with each other to
pursue any and all insurance proceeds or other
compensations. Any and all proceeds from the insurance or other
methods (“Proceeds for the Total Loss”) shall be fully paid to the
Lessor. If the Lessee receives any Proceeds for the Total Loss,
it shall be deemed that the Lessee holds such payments on behalf of the
Lessor, and the Lessee shall transfer such payments to the Lessor in
reasonably shortest time. After the Lessor received all the
payments provided in Article 21.2 from the Lessee, Proceeds for the Total
Loss will be transferred to the Lessee up to the amount of the said
payment.
|
|
21.4
|
If
any repairable damage or detriment occurs to the Lease Item, the Lessee
shall immediately repair it. If the Lessor receives any
insurance proceeds for the said damage or detriment, such insurance
proceeds shall be used to pay the Lessee’s expenses for repairing the said
damage or detriment, however, any delinquent amount owed by the Lessee to
the Lessor shall be deducted from the said
payment.
|
|
22.
|
Indemnification
|
|
22.1
|
If
the Lessor suffers any loss due to the following
issues:
|
|
|
(1)
|
The
Lessee has any breach of contract under this
Contract;
|
|
|
(2)
|
During
the period when the Lessee possesses and uses the Lease Item, the Lease
Item causes personal injury or property damage to a third
party;
|
|
|
(3)
|
The
manufacture, selection, delivery, possession, debugging, installation,
usage, manipulation, maintenance, return, site, registration or other
issues related to the Lease Item;
|
|
|
(4)
|
The
Lessee’s possession and usage of the Lease Item which cause the Lessor is
claimed against by a third party;
|
|
22.2
|
The
Lessee shall adopt any necessary and active measures to protect the Lessor
from any enforcement by any third party on the Lease Item which is in the
Lessee’s possession while owned by the Lessor or from any actual activity
infringing the Lessor’s ownership to the Lease Item. In the
said infringement on the Lessor’s ownership, the Lessee shall immediately
notify the Lessor and shall be responsible to eliminate such infringement
at its own cost. If the Lessor adopts measures on such
infringement by itself, the Lessee shall pay all the reasonable expenses
arising therefrom according to the requirement of the
Lessor.
|
|
23.
|
Security
|
|
23.1
|
Upon
the Lessor’s request, the Lessee shall provide reasonable securities with
joint and several liabilities and / or other securities to the
satisfaction of the Lessor for the its payment obligations of the Rental
and other payables as well as other obligations under this Contract,
according to the document format provided by the Lessor. The
said security contracts shall be signed on the same signing date of this
Contract.
|
|
23.2
|
If
the credit of the Lessee or the guarantor goes down, or the value of the
collateral is reduced, or there is any incident occurs which result in the
Lessor’s need to reasonably protect its rights, the Lessor may require the
Lessee to provide other security to supplement or replace the aforesaid
guarantee and the Lessee shall meet the said requirements to the greatest
extent.
|
|
24.
|
Taxes and
Expenses
|
|
24.1
|
The
Lessor and Lessee agree to separately pay and assume the taxes it shall be
subject to according to the PRC laws and
regulations.
|
|
24.2
|
Unless
otherwise specifically agreed herein, in terms of any and all expenses
arising from the negotiation, preparation or completion of this Contract
and other documents or contracts related to this Contract, and any and all
expenses arising from the amendment, consent, or approval of this Contract
or any other aforesaid documents or the said expenses in relation to this
Contract, the Lessee and the Lessor shall separately bear their own
expenses.
|
|
25.
|
Breach of
Contract
|
|
(1)
|
The
Lessee refuses or delays to receive the Lease
Item;
|
|
(2)
|
The
Lessee fails to pay or delays any due Rental or other
payables;
|
|
(3)
|
The
Lessee refuses or delays to issue the Acceptance
certificate;
|
|
(4)
|
The
Lessee fails to buy or renew or maintain any type of insurance according
to this Contract, or the insurance company abolishes the insurance policy
or releases or discharges any and all liabilities under such insurance
policy by whatever means due to the Lessee’s action or
omission;
|
|
(5)
|
The
Lessee fails to perform the registration formalities of the Lease Item
according to this Contract;
|
|
(6)
|
Any
representation, warranty or covenant made by the Lessee under this
Contract or any representation, warranty or covenant made by the guarantor
is inaccurate in its any material aspects, and such default has not been
cured within 7 days after receiving the Lessor’s notice to cure such
default;
|
|
(7)
|
The
Lessee fails to provide its financial statements or other financial
documents or reports, as well as other documents in relation to the Lease
Item or the financial status of the Lessee on time upon receiving the
request from the Lessor;
|
|
(8)
|
The
Lessee fails to use, manipulate and maintain the Lease Item according to
this Contract and fails to make any correction within 7 days after
receiving the Lessor’s written
notice;
|
|
(9)
|
The
Lessee or the guarantors shuts down, suspends its business, suspends its
production, goes into reorganization or transfers its all or material
assets;
|
|
(10)
|
After
receiving the reasonable notice from the Lessor, without any reasonable
excuses, the Lessee disallows the Lessor to inspect the Lease Item
according to this Contract;
|
|
(11)
|
The
Lessee admits its insolvency, or is deemed it fails to pay according to
any laws or the Lessee fails to pay any due and payable amount over RMB
600,000 owed to any one;
|
|
(12)
|
Any
petition in bankruptcy by or against the Lessee is filed or a
administrative receiver or liquidator or trustee is appointed to the
Lessee, or the Lessee goes into the procedures of liquidation,
conciliation, reorganization or other similar
proceeding;
|
|
(13)
|
The
major assets of the Lessee or the guarantor are preserved by the court, or
implemented or other enforceable measures are taken to such major assets,
and which are not released within 15
days;
|
|
(14)
|
The
Lessee waives the Lease Item;
|
|
(15)
|
Any
litigation, arbitration or administrative proceeding is filed against the
Lessee, and if the judgment/award may cause significantly adverse impact
on the Lessee’s financial status;
|
|
(16)
|
The
equity interest or business of the Lessee has any material
change;
|
|
(17)
|
The
Lessee has any breach of contract under the agreement signed with the
Lessor and the Lessor’s affiliates;
and
|
|
(18)
|
The
Lessee fails to observe other obligations under this
Contract.
|
|
26.
|
Remedies
|
|
26.1
|
Any
of the Lessee’s breach of contract under any leasing contract of this
Contract shall be deemed as a breach of contract under any other leasing
contract, therefore, if any situation provided in Article 25 occurs, in
terms of any leasing contract under this Contract, the Lessor has its own
discretion to implement the remedies prescribed in this
Article.
|
|
26.2
|
If
any Lessee’s breach of contract occurs, in terms of the leasing contract
whose Leasing Term commenced, the Lessor has the right to choose to
:
|
|
|
(1)
|
Claim
against the Lessee for: (a) all due and unpaid Rental, all undue Rental,
the purchase price at the expiration, and other payables under the leasing
contract; (b) the surcharge for delay of performance;
or
|
|
|
(2)
|
Claim
against the Lessee for all the due and unpaid Rental and immediately draw
back or dispose the Lease Item by any other
means;
|
|
|
(3)
|
Claim
against the Lessee for any reasonable expenses arising from the Lessor’s
exercise or protection of the Lessor’s rights under this Contract or under
relevant leasing contract (including but not limited to the lawyer’s fee,
appraisal fee, auction fee, etc.);
|
|
|
(4)
|
Claim
against the Lessee for 10% of the Lessor’s receivable Rental under this
Contract as a compensation;
|
|
|
(5)
|
Make
the Lease item out of run without the judgment or notice;
and
|
|
|
(6)
|
Other
remedies permitted by this Contract and
law.
|
|
26.3
|
If
any Lessee’s breach of contract occurs, in terms of the leasing contract
whose Leasing Term doe not commence yet, the Lessor has the right to
terminate the leasing contract. In the said situation, the
Lessor is not obliged to purchase the Lease Item for the Lessee, and has
the right to claim for any compensations for all the losses arising
therefrom against the Lessee, including but not limited
to:
|
|
|
(1)
|
All
the paid prices and other fees (if any) by the Lessor for purchasing the
Lease Item, as well as the interests thereof calculated based on the Rate
for Late Payment commencing from the payment date until the date when the
Lessee paid off the said payment;
|
|
|
(2)
|
All
costs and expenses paid by the Lessor for signing and performing the
leasing contract; and
|
|
|
(3)
|
The
compensation claim made by the Supplier to the Lessor. In case and after
the Lessor terminates the leasing contract, the Lessee itself shall be
responsible to settle the issues related to purchase of the Lease Item
(including but not limited to any dues arising from the purchase process)
in order to hold the Lessor harmless from the claim made by the
Supplier.
|
|
26.4
|
If
the Lessor draws back the Lease Item according to this Article, all the
expenses arising from the removal, transportation, preservation,
restitution of original state, and disposal of the Lease Item shall be
borne by the Lessee. The Lessor has the discretion to sell or
lease the Lease Item. If the Lessor chooses not to dispose the
Lease Item, the Lessee agrees that the auction price of the Lease Item
decided by the auction institute designated by the Lessor shall be the
market price of the Lease Item, the market price minus the forgoing
expenses shall be used to compensate all the Lessor’s losses, if
inadequate, the Lessor has the right to requires the Lessee to make up for
the shortfall; if the Lessor chooses to dispose the Lease Item, then the
proceeds from the disposal minus the forgoing expenses shall be used to
compensate all the Lessor’s losses, if inadequate, the Lessor has the
right to requires the Lessee to make up for the
shortfall.
|
|
27.
|
Purchase after the
Expiration
|
|
28.
|
Indirect
Loss
|
|
29.
|
Importance of
Time
|
|
30.
|
Irrevocable
|
|
31.
|
Financial
Information
|
|
31.1
|
During
the Leasing Term, if the Lessor requires, the Lessee agrees to provide its
financial information to the Lessor by the following
methods:
|
|
|
(1)
|
Within
30 days after each quarter ends, the Lessee shall provide the financial
report of such quarter to the
Lessor;
|
|
|
(2)
|
Within
90 days after each year ends, the Lessee shall provide the audited annual
financial report to the Lessor.
|
|
31.2
|
The
Lessee shall immediately notice the Lessor: (1) any material adverse
impact on to its operation or financial status; (2) any incident which may
bring material adverse impact on its operation or financial
status.
|
|
32.
|
Re-export
|
|
33.
|
Applicable Law and
Jurisdiction
|
|
33.1
|
This
Contract and the rights and obligations of the Parties under this Contract
shall be exclusively governed and interpreted by laws of People’s Republic
of China.
|
|
33.2
|
In
terms of any dispute, disagreement or controversy arising out from this
Contract or in relation to this Contract (including the execution,
effectiveness, or performance of this Contract), if the Parties fail to
settle it by friendly negotiations, either Party has the right to file a
lawsuit to the competent court where the Lessor is located, to solve
it.
|
|
34.
|
Assignment
|
|
34.1
|
Unless
otherwise explicitly agreed herein, or the Lessee obtains the Lessor’s
prior written consent, the Lessee shall not assign to a third party any
right and obligation of any Leasing Transaction under this Contract or
under the Leasing Transaction.
|
|
34.2
|
Provided
without any prejudice to the obtainable rights and interests of the Lessee
under this Contract, the Lessor may assign any of its rights of any
Leasing Transaction under this Contract or under the Leasing Transaction
or of the Leasing Item to a third party at any time without any consent
from the Lessee made by then, however, the Lessor shall provide relevant
assignment notice to the Lessee.
|
|
34.3
|
This
Contract shall be binding on the Lessee, the Lessor and the successors and
assignees thereof.
|
|
35.
|
Further
Guarantee
|
|
36.
|
Accumulative Rights and
Waiver
|
|
36.1
|
The
Lessor has its full discretion to exercise any of its rights under this
Contract. Any right or remedy of the Lessor under this Contract
shall be accumulative and shall not rule out any right or remedy under the
applicable laws.
|
|
36.2
|
The
Lessor’s failure to exercise or delay in exercising any right or
remedy under this Contract shall not be regarded as a waiver of
such right or remedy; nor shall any defective or single exercise of any
right or remedy preclude any further or future exercise thereof by the
Lessor. Any waiver made by the Lessor shall be in
writing. The Lessor’s waiver to a specific breach of contract
shall not constitute the Lessor’s waiver to any other breach of contract,
including the breach of any other provisions or the re-breach of the same
provision.
|
|
37.
|
Notice
|
|
37.1
|
Unless
otherwise specifically agreed herein, any notice, requirement or
communication under this Contract shall be in Chinese and in written form,
which shall be delivered to the Parties to the following addresses (or
other addresses notified by the Party to the counterparty upon a prior
written notice):
|
|
37.2
|
Any
notice, requirement or communication under this Contract shall be deemed
as having been actually received by the counter party in the following
situations:
|
|
|
(1)
|
If
by mail, two days after the letter (with correct delivery address) is
mailed by prepaid postage; and
|
|
|
(2)
|
If
by fax, upon the counter party’s confirmation that it received the
identifiable document;
|
|
|
(3)
|
If
by courier, upon the actual
delivery.
|
|
38.
|
Invalidity and
Severability
|
|
39.
|
Entire
Agreement
|
|
40.
|
Amendment
|
|
41.
|
Information
Provision
|
|
41.1
|
The
Lessee irrevocably agrees that the Lessor may collect, save and use
any information related to the Lessee or the Leasing
Transactions under this Contract, authorizes the Lessor to disclose the
aforementioned information to the Lessor’s lawyer, accountant and other
consultants, as well as the Lessor’s investor or any branches,
subsidiaries, affiliates, existing or potential assignees, and authorizes
the Lessor to make the disclosure according to the requirements of the
regulatory institute of China.
|
|
41.2
|
If
the Lessee or any guarantor fails to perform any obligations under this
Contract or the Leasing Transactions, the Lessor may provide the said
information directly to the credit agency or the credit assessment
institution without the Lessee’s consent or notifying the Lessee in any
form.
|
|
42.
|
Miscellaneous
|
|
42.1
|
The
Lessee warrants that its execution of this Contract or its performance of
the obligations under this Contract or its usage of the Lease Item is not
an act without authorization or is not an act going against its company
articles of association by whatever
means.
|
|
42.2
|
Any
amendment, supplement or revision to this Contract shall be in writing and
shall become effective after it is being signed and stamped by the legal
representatives or the duly authorized representatives of the Parties. Any
amendment, supplement or revision to this Contract shall be deemed to
constitute an integral part of this Contract and bearing the same legal
effect with this Contract.
|
|
42.3
|
Due
to this Contract is irrevocable, in principle, the Lessee is not allowed
to prepay within 1 year from the Lease Commencement Date to terminate the
leasing contract; however, if the Lessee has no record of breach of
contract, from the second year of the lease, the Lessee may apply to pay
the break-up fees on the designated repayment date to terminate this
Contract. After the Lessor received the Lessee’s written early
termination application and approved the said application, and after the
Lessee paid off the break-up fees on the designated repayment date to the
Lessor, the Lessee will not be deemed to have any breach of
contract.
|
|
|
(1)
|
List
all the remaining outstanding leasing payments, including but not limited
to the due and unpaid Rental, undue Rental, surcharge for delay of
performance and the purchase price at the
expiration.
|
|
|
(2)
|
Use
the cash deposit to offset the leasing payments from the purchase price at
the expiration, the last installment of the Rental, to the former
installments of the Rental, till the cash deposit is completed
offset.
|
|
|
(3)
|
Based
on each installment of the leasing payment which is not offset and the
period between the due date and the designated repayment date, take the
benchmark loan rate of 1-year term published by the People’s Bank of China
as the discount rate to calculate the discount value, the break-up fees
shall be equal to the sum up of the discount values calculated
therefrom.
|
|
42.4
|
Unless
the Lessee has performed the obligations according to Article 42.3, the
following events shall be deemed as the Lessee’s breach of
contract:
|
|
|
(1)
|
The
major assets of the Lessee or the guarantor are preserved by the court, or
implemented or other enforceable measures are taken to such major assets,
and which are not released within 15
days;
|
|
|
(2)
|
Any
litigation, arbitration or administrative proceeding is filed against the
Lessee, and if the judgment/award may cause significantly adverse impact
on the Lessee’s financial status;
and
|
|
|
(3)
|
The
equity interest or business of the Lessee has any material
change.
|
|
42.5
|
Under
the following situations, the Lessor is entitled to terminate this
Contract without the consent of the Lessee, and the Lessee shall
compensate all the losses suffered by the Lessor arising from such
termination:
|
|
(4)
|
The
Lessee or the guarantor shuts down, suspends its business, suspends its
production, goes into reorganization, merged, or transfers its all or
material assets; and
|
|
(5)
|
Any
petition in bankruptcy by or against the Lessee is filed or a
administrative receiver or liquidator or trustee is appointed to the
Lessee, or the Lessee goes into the procedures of liquidation,
conciliation, reorganization or other similar
proceeding.
|
|
42.6
|
The
Lessee agrees that this Contract, its accessory Entrust Purchase Contract
as well as the guarantee contracts shall go through the formalities of
notarization with a nature of enforceability. After the Lessor
and the Lessee completed the formalities of the enforceable notarization
on this Contract, its accessory Entrust Purchase Contract, the guarantee
contracts and the equity pledge agreement, if the Lessee fails to or not
fully perform the obligations under this Contract, the Lessor has the
right to apply for an enforcement certificate with the notary office, and
apply for the enforcement with the competent People’s Court by the
original notarial certificate and the enforcement
certificate. The Lessee is willing accept to the enforcement
according to the law. The notary fees arising from the
notarization of this Contract, its accessory Entrust Purchase Contract and
the guarantee contracts shall be borne by the
Lessee.
|
|
43.
|
Effectiveness
|
|
(1)
|
The
legal representatives or authorized representatives of the Parties affix
signatures and stamps to this Contract and relevant notarial formalities
are completely done.
|
|
(2)
|
The
guarantors of the Lessee, the Lessee and the Lessor have signed relevant
guarantee contracts (Contract No. YHZL (09)02ZL024-BZ001) and Contract No.
YHZL (09)02ZL024-BZ002).
|
|
(3)
|
The
pledgor of the Lessee (HENAN SHUNCHENG GROUP COAL COKE CO., LTD), and the
Lessor have signed relevant pledge agreement which has come into effect
(Contract No. YHZL
(09)02ZL024-ZY001).
|
|
(4)
|
The
Lessor received the original copy of the shareholder’s resolution of the
Lessee approving the financial
leasing.
|
|
44.
|
Counterpart
|
|
1.
|
Details
of the Leasing Items
|
|
No.
|
Equipment
|
Number
|
Type
|
Contract Price
|
Manufacturer
|
|||||||
|
1
|
Direct-fired
Generator Set
|
1 | 32,606,000.00 |
U.S.
Solar Company
|
||||||||
| 9,220,000.00 | ||||||||||||
| 378,430.22 | ||||||||||||
|
2
|
Waste
Heat Boiler
|
1 | 2,700,000.00 |
Nanjing
Nan Guo Power Equipment Co., Ltd. (Phase II)
|
||||||||
|
3
|
Waste
Heat Boiler
|
1 | 2,980,000.00 |
Nanjing
Nan Guo Power Equipment Co., Ltd.
|
||||||||
|
4
|
Gas
Compressor
|
2 | 5,960,000.00 |
Shenyang
Tou Ping Machinery Shareholdings Co. Ltd.
|
||||||||
|
5
|
Nitrogen
Generator
|
2 | 1,000,000.00 |
Sichuan
Tian Yi Science Technology Shareholdings Co. Ltd.
|
||||||||
|
6
|
Nitrogen
Compressor
|
2 | 500,000.00 |
Sichuan
Kong Fen Jian Yang Compressor Branch Company
|
||||||||
|
7
|
Air
Compressor
|
2 | 470,000.00 |
Henan
Province Guo Xin Electromechanical Complete Equipment Co.,
Ltd.
|
||||||||
|
8
|
Demineralized
Water Preparation System
|
1 | 1,150,000.00 |
Jiangsu
Xin Lin Environmental Protection Equipment Co., Ltd.
|
||||||||
|
9
|
High/Low
Voltage Switch Cabinet
|
38 | 1,460,000.00 |
Henan
Suo Ling Electric Co., Ltd.
|
||||||||
|
10
|
Desulfurizing
Tower and Ammonia Still
|
7 | 1,680,000.00 |
Anyang
Municipality Heng Wei Petrochemical Equipment Co., Ltd.
|
||||||||
|
11
|
Total
|
60,104,430.22 | ||||||||||
|
2.
|
Leasing
Term
|
|
3.
|
Delivery
Place
|
|
4.
|
Rental
|
|
5.
|
Rental
for 0 Period and Cash Deposit
|
|
6.
|
Management
Fee and Insurance Fee for the Lease
|
|
(1)
|
The
first installment of the Management Fee: shall be paid within 5 working days
after this Contract comes into effect and shall be 1.5% of the
financing.
|
|
(2)
|
The
second to the fifth Management Fee: shall be paid on the day corresponding
to the Lease Commencement Date of each leasing year and shall be 1.5% of
the outstanding principal.
|
|
(3)
|
The
Management Fee shall not be returned under any
circumstances.
|
|
First
Installment of the Management Fee
|
¥ | 748,245.00 | ||
|
Second
Installment of the Management Fee
|
¥ | 646,730.11 | ||
|
Third
Installment of the Management Fee
|
¥ | 502,386.54 | ||
|
Fourth
Installment of the Management Fee
|
¥ | 347,052.21 | ||
|
Fifth
Installment of the Management Fee
|
¥ | 179,890.22 | ||
|
Total
|
¥ | 2,424,304.08 |
|
First
Installment of the Insurance Premium
|
61,916.08 | |||
|
Second
Installment of the Insurance Premium
|
50,994.25 | |||
|
Third
Installment of the Insurance Premium
|
38,015.66 | |||
|
Fourth
Installment of the Insurance Premium
|
25,192.40 | |||
|
Fifth
Installment of the Insurance Premium
|
12,536.30 | |||
|
Total
|
188,654.69 |
|
7.
|
Purchase
Price at the Expiration
|
|
8.
|
Security
|
|
9.
|
Preconditions
for the Payment
|
|
1.
|
The
Lessor received the business license of the Lessee, the shareholders’
resolution on approving the financial leasing of HENAN SHUNCHENG GROUP
COAL COKE CO., LTD.
|
|
2.
|
The
Lessor received the signed Payment Notice of the equipment from the
Lessee.
|
|
3.
|
The
Lessor received the Acceptance certificate of the leasing equipment signed
by the Lessee.
|
|
4.
|
The
Lessor received the copies of the Purchase Contract of the Leasing Items
(the copies shall be identical to the originals evidenced by affixing the
Lessee’s company stamp thereon).
|
|
5.
|
The
Lessor received the first installment of the Management Fee, the first
installment of Insurance Premium and the contract notarial fees paid
by the Lessee.
|
|
6.
|
The
equity pledge registration formalities of the “Equity Pledge Contract”
(Contract No. YHZL (09)02ZL024-ZY001) has been
completed.
|
|
No.
|
Equipment
|
Number
|
Type
|
Contract Price
|
Manufacturer
|
|||||||
|
1
|
Direct-fired
Generator Set
|
1 | 32,606,000.00 |
U.S.
Solar Company
|
||||||||
| 9,220,000.00 | ||||||||||||
| 378,430.22 | ||||||||||||
|
2
|
Waste
Heat Boiler
|
1 | 2,700,000.00 |
Nanjing
Nan Guo Power Equipment Co., Ltd. (Phase II)
|
||||||||
|
3
|
Waste
Heat Boiler
|
1 | 2,980,000.00 |
Nanjing
Nan Guo Power Equipment Co., Ltd.
|
||||||||
|
4
|
Gas
Compressor
|
2 | 5,960,000.00 |
Shenyang
Tou Ping Machinery Shareholdings Co. Ltd.
|
||||||||
|
5
|
Nitrogen
Generator
|
2 | 1,000,000.00 |
Sichuan
Tian Yi Science Technology Shareholdings Co. Ltd.
|
||||||||
|
6
|
Nitrogen
Compressor
|
2 | 500,000.00 |
Sichuan
Kong Fen Jian Yang Compressor Branch Company
|
||||||||
|
7
|
Air
Compressor
|
2 | 470,000.00 |
Henan
Province Guo Xin Electromechanical Complete Equipment Co.,
Ltd.
|
||||||||
|
8
|
Demineralized
Water Preparation System
|
1 | 1,150,000.00 |
Jiangsu
Xin Lin Environmental Protection Equipment Co., Ltd.
|
||||||||
|
9
|
High/Low
Voltage Switch Cabinet
|
38 | 1,460,000.00 |
Henan
Suo Ling Electric Co., Ltd.
|
||||||||
|
10
|
Desulfurizing
Tower and Ammonia Still
|
7 | 1,680,000.00 |
Anyang
Municipality Heng Wei Petrochemical Equipment Co., Ltd.
|
||||||||
|
11
|
Total
|
60,104,430.22 | ||||||||||
|
1.
|
have
already completely been inspected and accepted by the Lessee on the
Acceptance Date;
|
|
2.
|
meet
all the Lessee’s requirements on the function, usage and other aspects;
and
|
|
3.
|
is
delivered “as is”.
|