Real Estate Lease Contract

Shenzhen Real Estate Lease Contract

Formulated by Shenzhen Municipal Office of Premises Leasing Management

Real Estate Lease Contract

Lessor (Party A): Gao Zhanyuan, Peng Changlan

Address: Room E-201, Hongchang Pavilion, Longwei Road, Futian District, Shenzhen

Postal Code: 518000

Authorized Agent:

Address:

Postal Code:

Lessee (Party B): TERMOZETA S. P. A （Shenzhen Office）

Address:

Postal Code:

Business License or ID card No.:

Authorized Agent:

Address:

Postal Code:

This Contract is concluded by and between Party A and Party B through friendly consultation and in accordance with the Contract Law of the People’s Republic of China, the Law of the People’s Republic of China on the Administration of Urban Real Estate, and the Regulations of Shenzhen Special Economic Zone on Housing Lease and its implementation rules.

• Party A leases the real estate located at Room 1103 and 1105, the West Wing, Qiushi Building, Zhuzilin, Shennanzhong Road, Futian District, the room number is Room 1103 and 1105, West Tower, Qiushi Building, Shenzhen (hereinafter referred to as the leased real estate) with a total construction area of 5square meters to Party B. the whole building has 31 stories in total.

The owners of the leased real estate are _Gao Zhanyuan and Peng Changlai_; description and registration number of the Real Estate Certificate or any other valid certificate proving the property ownership (right to use) are: Real Estate Ownership Certificate, SFDZ 3000368715 and SFDZ 3000368707;

• The monthly rent for each unit of the leased real estate is RMB 105 (say one hundred and five only) per square meter as per the area of the leased real estate, and total monthly rent is RMB 14,437.5 (say fourteen thousand four hundred and thirty-seven point five Yuan only).
• Party B shall pay the rent for the first period before July 15, 2009with an amount of RMB14,5 (say fourteen thousand four hundred and thirty-seven point five Yuan only).
• Party B shall pay the rent to Party A before one of the following dates:

√ the 15^th day of each month;

• the ____ day of the ____ month of each quarter;
• the ____ day of the ____ month of each half-year;
• the ____ day of the ____ month of each year.

Party A shall issue a tax invoice to Party B upon receipt of the rent.

(Both parties shall jointly select one from the aforesaid four methods, and mark a “√”in the □selected.)

• The term of Party B’s leasing of the leased real estate shall be fromJuly 15, 2009 to July 14, 2010.

The team agreed in the aforesaid paragraph shall not exceed the approved land usage term, and the exceeding part shall be invalid. Any loss arising out thereof shall be borne by Party A.

• The real estate shall be leased for officeuse

In case of any change in the usage of the leased real estate, Party B shall obtain the written consent of Party A, and apply for usage change to the competent authority of the real estate according to relevant laws and regulations. Only after the application is approved, shall Party B be entitled to change the usage of the real estate in accordance with the approval.

• Party A shall deliver the real estate to Party B before July 15, 2009and go through the related transfer formalities.

If Party A delivers the released real estate on a date later than the date stipulated in the aforesaid paragraph, Party B shall be entitled to require extending the term of the Contract, and both parties shall sign to confirm and put on records at the contract registration authority.

• During the delivery of the leased real estate, both parties shall confirm the conditions of the leased real estate and its attached facilities and properties, and clearly list it as a supplement in the appendix.
• While delivering the leased real estate, Party A shall be entitled to demand from Party B a sum of deposit equivalent to onemonth’s rent, i.e. RMB 33,000 (say thirty-three thousand Yuan only)..

Party A shall issue a receipt upon receiving the deposit from Party B.

The conditions under which Party A shall refund the deposit to Party B are as follows:

1. on the expiration of the contract
2. Settlingrent, electricity and water fees and management fee on the date of expirationof this Contract.                                       
3. The leased real estate and its attached facilities arein good condition.                         

□When one of the above conditions is met

√When all above-mentioned conditions are met

(Both parties shall select one of the above methods, and mark a “√” in the □for the method selected)

In case of any of the following circumstances, Party A shall not refund the deposit:

• During the lease term, Party A shall be obliged to payland-use charge relating to the leased real estate as well as tax and management fees arising from the lease of the real estate; Party B shall be obliged to timely pay other expenses arising from use of the leased real estate, such as water and electricity fees, sanitary fee and house (building) management fee.
• Party A shall guarantee that the delivered real estate and its attached facilities can realize the purpose of lease and its security satisfy the requirements stipulated in relevant laws, regulations and rules.

Party B shall have the right to claim for personal or property damages that it suffers in the leased real estate due to Party A’s intentional misconduct or negligence.

• Party B shall make proper use of the leased real estate and its attached facilities, and shall not use the leased real estate for purposes in violation of the law. Party A shall not disturb or interfere with Party B’s proper use of the leased real estate.
• During the use of the leased real estate, in the event of any damages or failures occurred to the leased real estate or its attached facilitiesfor reasons of not Party B’s fault, which will endanger the security and normal use of the leased real estate, Party B shall immediately notify party A and take effective measures to prevent the defect from extension. Party A shall personally make the repair or directly entrust party B to make the repair within 1 day after receiving the notice. Provided Party B has no means of notifying Party A, or Party A fails to perform the repair obligation within the time limit as mutually agreed upon receipt of notification, Party B shall be entitled to make a repair on behalf of Party A after making records at the contract registration authority.

Where an emergency occurs, and an immediate repair is needed, Party B shall make the repair immediately on behalf of Party A and notify Party A of the relevant situation timely.

Repairing expenses incurred in the conditions stipulated in above two paragraphs, including the reasonable expenses incurred due to the fact that Party B makes the repair on behalf of Party A and takes measures to prevent the defect from further extension, shall be borne by party A. In the event of Party B fails to fulfill the obligation as stipulated in the above two paragraphs or fails to take possible effective measures, which lead to the extension of the loss, that repair expenses for the extended part shall be borne by Party B.

• In the event of any damages or failures occurred to the leased real estate or its attached facilities, which endangers the security and normal use of the leased real estate, and these damages or failures are due to Party B’s improper use or unreasonable use, that Party B shall notify Party A immediately and be liable for the repair or the compensation. Should Party B refuses to make any repair or compensation, after making records atthe contract registration authority, Party A shall make a repair on behalf of Party B, and relevant expenses shall be borne by Party B.
• During the term of this Contract, if eitherparty intends to rebuild, expand or decorate the leased real estate, both parties shall separately sign an agreement in writing.

For the situation specified in the aforesaid paragraph, if it is subject to approval of relevant authority, the rebuilding, expansion or decoration shall not be conducted without the approval of relevant authority.

• During the lease term, Party B may wholly or partially sublet the leased real estate to a third party, and go throughthe registration formalities at the competent authority of real estate releasing. The term of the sublet shall not exceed the lease term hereunder.

√ Party B shall neither wholly nor partially sublet the leased real estate to a third party with the exception that during the lease term, with the written consent of Party A, Party B may go through the registration formalities at the competent authority of real estate releasing. The term of the sublet shall not exceed the lease term hereunder.

• Party B shall neitherwholly nor partially sublet the leased real estate to a third party during the lease term.

(Both parties shall select one of the three paragraphs above at their own discretion by marking a “√” in the corresponding □).

• During the term of this Contract, if Party A intends to transferwhole or part of the ownership of the leased real estate, Party A shall give Party B a one-month prior written notice. Party B shall enjoy priority for purchasing the real estate.

If the leased real estate is transferred to a third party, Party A shall be obliged to notify the transferee to proceed to perform this Contract when signing a transfer contract.

• During the term of this Contract, in any of the followingcircumstances, this Contract may be terminated or altered:
• Force majeure takes place, making this contract in executable;
• The governmentexpropriates, purchases, retrieves or dismantles the leased real estate; or
• Both parties agree throughconsultation.
• In any of the followingcircumstances, Party A may:

√ claim Party B for damages or losses;

√   not refund the deposit; and

• request Party B to pay a penalty of RMB ________ (say _______________ only).

(Both parties shall negotiate to select one of the three methods above and mark a “√” in the corresponding □.):

• Party B delays the payment of the rent for over 6days (____ months);
• Party B’s delay in payment may cause Party A’s loss of variousexpenses more than RMB 1,000;
• Party B takes advantageof the leased real estate to conduct illegal activities, which damage public interests or other individual’s interests;
• Party B changes the structure or purposeof the leased real estate without the permission of Party A.
• Party B breaches Article 14 hereof by neitherbearing repair responsibility nor paying the repair expenses, causing severe damage to the real estate or facilities;
• Party B decorates the leased real estate withoutpermission of Party A or approval of relevant authority; or
• Party B sublets the releasedreal estate to a third party without the permission of Party A.

In such case, in addition to prosecuting Party B’s liability for the damage or the breach of this Contract, Party A may terminate this Contract or propose an alternation to its articles according to the above conditions.

• In any of the followingcircumstances, Party B may:

√  claim Party A for damages or losses;

• request Party A to refund double amount of the deposit; and
• request Party A to pay a penalty of RMB ___ (say _______________ only).

(Both parties shall negotiate to select one of the three methods above and mark a “√” in the corresponding □.)

• Party A delays the delivery of the leased real estate for over 6 days (___ months);
• Party A breaches the first paragraphof Article 11 hereof, making it impossible for Party B to realize the lease purpose;
• Party A breaches Article 13 hereof by neither bearing repair responsibilitynor paying repair expenses; or
• Party A rebuilds, expands or decorates the leased real estate withoutpermission of Party B and approval of relevant authority.

In such case, in addition to prosecuting Party A’s liability for the damage or the breach of this Contract, Party A may terminate this Contract (after receiving compensation, Party B shall notify Party A in writing and return the leased real estate) or propose an alternation to its articles according to the above conditions.

Party B shall not pay rent to Party A during the period from the date Party A receives the notice to the date Party B gets compensation.

• Upon terminationof this Contract, Party B shall move out of and return the leased real estate within 1 day and ensure that the leased real estate and its attached facilities are in good condition (except normal wear). Meanwhile, Party B shall settle various expenses which it shall be liable for and handle relevant delivery formalit

If Party B fails to move out of or return the leased real estate upon expiration of the lease, Party A shall be entitled to take back the leased real estate and charge Party B double amount of the rent for the period after the expiration of the lease.

• Upon expirationof the lease term agreed herein, if Party B intends to renew the lease, it shall propose the renewal to Party A 2 months prior to the expiration date of the lease. Under the same conditions, Party B shall enjoy priority for leasing.

If both parties agree upon the renewal of the lease, they shall conclude a contract separately and register at the contract registration authority.

• Both parties shall conscientiously implementthe provisions agreed herein. If either party breaches this Contract, it shall be liable for the breach according to the provisions herein.
• Any matter not covered herein shall be agreed upon separatelyby both parties in the appendix of this Contract. The contents in the appendix constitute a part of this Contract and shall have the same legal effect as this Contract after being signed by both parties.

Any agreement on amending of any content of this Contract reached by both parties during the lease term shall be registered at the original contract registration authority. The registered agreement shall have the same legal effect as this Contract.

• Any dispute arising out from this Contract shall be solved by both parties through consultation. If no agreement is reached through consultation, the dispute shall be submitted to the contract registration authority for intermediation. If the dispute is not settled through intermediation, it shall be submitted to:

□ Shenzhen Arbitration Commission for arbitration;

• China International Economic and Trade Arbitration Commission, Shenzhen Branch for arbitration; or

√  The People’s Court.

(Both parties shall agree upon one of the above solutions to the dispute and mark a “√” in the corresponding □)

• This Contract shall come into force from the countersigning date.

Both parties shall register or put on record of this Contract at the competent authority within 10 days from the countersigning date.

• Chinese version of this Contract shall be deemed as the origin
• This Contract is made in quadruplicate, 1for Party A, 1 for Party B, 1 for the contract registration authority and 1 for relevant authority.

Party A (Signature & Seal):

Legal Representative:

Tel:  13688808685

Bank Account No.:

Authorized Agent (Signature & Seal): Date: June 30, 2009

Party B (Signature & Seal):

Legal Representative:

Tel:

Bank Account No.:

Authorized Agent (Signature & Seal): Date: June 30, 2009

Registrar or Record-keeper (Signature & Seal):

Contract Registration/Record-keeping Authority (Signature & Seal):

Date: August 11, 2024