Attached files
Exhibit 10.59
Lease Contract
(5F)
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Shanghai Guilin Industrial Co., Ltd.
Lease Contract
Contract No.: GK-024
Lessor: Shanghai
Guilin Industrial Co., Ltd. (hereinafter referred to as Party
A)
Statutory
address: No.
31,
Yangjiaqiao,
South Hongcao Road,
Xuhui District,
Shanghai
Legal representative: Yu Mingfang Post: Board Chairman Tel.:
64361083
Lessee: Cellular
Biomedicine Group (Shanghai) Ltd (hereinafter referred to as Party
B)
Statutory address: 5F, 1# Building, No. 333, Guiping Road, Xuhui
District, Shanghai
Legal representative: Liu Bizuo Post: CEO Tel.:
54069990
Party
A and Party B hereby enter into this contract concerning the matter
that Party B rents a house that can be legally rented out by Party
A (hereinafter referred to as the leased property) according to
stipulations set out in relevant laws and regulations such
as
Contract Law of the People’s Republic of China
and
House Lease Rules of Shanghai Municipality and
based on the principles of honesty, creditability and mutual
benefit.
I. Location, Area, Facilities and Usage of Leased
Property
(1)
Location:
5F,
1# Building,
No.
333,
Guiping Road,
Xuhui District,
Shanghai
(2)
Area:
Area specified in the signed contract is
1,190m2.
(3)
Facilities: Relevant supporting facilities (detailed in handover
list).
(4)
Usage:
Party B rents the leased property for purposes of
office and R&D (in
line with planning document verified and approved by the
government)
II. Lease Term, Date of Handover and Renewal of
Lease
(1) A
2+2 model
is adopted to determine lease term of this contract. To be
specific, the lease term starts from
December 1, 2016 and
ends on
November 30, 2017. The
rent for the third year shall be negotiated and determined by the
parties separately. After the contract is due, Party B enjoys the
priority of rental right under same
conditions.
(2) Party
A and Party B hands over the property according to status quo of
leased property and sign letter of confirmation of handover. The
date of handover is
. In
case that Party B fails to sign the letter of confirmation of
handover at that point, it will be deemed that Party A and Party B
confirms it according to status quo of leased property (except
delay of delivery of leased property due to Party A’s
reason). (3) Party B shall return leased property as scheduled upon
expiry of term of this contract or legal termination of this
contract. In case that Party B renews the lease upon expiry of
contract term, Party B shall apply to Party A for renewal of lease
in writing
90 days
before date of expiry of contract term. In case that the area of
leased property rented by Party B exceeds 3,000m2,
Party B shall submit a written application for renewal of lease to
Party A
180 days
before date of expiry of contract term (Party B enjoys the priority
of rental right under same conditions).
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Party A shall reply to Party B in case that Party A agrees on Party
B’s application for renewal of lease in writing within 30
days since the date when Party B submits the written application.
In case that Party A agrees on Party B’s application for
renewal of lease, the parties shall reach negotiated consensus and
resign the lease contract within 30 days; in case that the parties
cannot reach negotiated consensus or sign a lease renewal contract
within 30 days, Party A will have the right to take back the leased
property upon expiry of lease term.
III. Rent, Deposit and Property Management Fee and Payment Method
(1) Rent and Deposit
1. Principles for payment of rent and deposit: Payment first and
use later; “payment of three months of rent and deposit of
one month of rent”.
(1) The
parties to this contract take every three natural months as a
settlement period of rent; Party B shall pay the rent for the first
period within 10 working days since the date when this contract
takes effect. Later, Party B shall pay rent incurred during
settlement period within 3 working days after receiving effective
rent invoice from Party A.
(2) While
paying 3 months of rent in the first period, Party B shall
simultaneously pay lease deposit of RMB
123,066 Yuan;
the lease deposit paid by Party B is deemed as performance bond;
upon termination of leasehold relationship and after Party B
returns the leased property, Party A finishes handover, and Party A
settles all expenses and matters including water bill, electric
charge and communication fee as well as cancelation or change of
this leased property as residence (if any). Party A shall return
deposit collected (including balance of deposit obtained after
deduction of expenses not paid by Party B as scheduled including
rent, water bill, electric charge and other relevant expenses) to
Party B free of interest within 10 working
days.
(3) During
lease term, Party B shall not use lease deposit to deduct rent,
property management fee and other expenses of this leased
property.
(4) Party
A will issue relevant receipt after Party B pays lease deposit. In
case that the rent is floated up during lease term, the lease
deposit will be increased simultaneously. Party B shall supplement
amount of lease deposit calculated according to the amount floated
up within current month since the date when the rent is floated
up.
2. Rent Standard and Payment Method
(1) The
rent is calculated as
4.1 Yuan/m2/day
according to area specified in signed contract. The monthly rent
amounts to RMB
148,403 Yuan,
the annual rent amounts to RMB
1,780,836 Yuan
(in words: RMB
One Million Seven Hundred and Eight Thousand
Eight Hundred and Thirty-Six Yuan)
and the monthly rent amounts to RMB
445,209 Yuan.
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(2) Payment
method of rent: Party B shall pay off rent in current period (three
months in total) before the 10th
day of
the first month in each period. The payment shall be made in a
similar manner since the second period until expiry of contract
term and termination of contract. The rent is settled using bank
remittance and check; in case that Party B delays the paying of
rent, Party B shall pay overdue fine which shall be calculated as
0.05% of total amount of rent delayed for each delayed
day;
(3) Property
Management Fee and Payment Method
1. Paying
and receiving of expenses such as property management fee are
agreed in a property management contract signed by Party B with a
property company designated by Party A.
2. In
case that certain problem occurs to Party B and the property
company designated by Party A during performing of property
management contract, Party A shall coordinate, supervise and
mediate.
IV. Rights and Obligations of Party A and Party
B
(1) Rights and Obligations of Party A
1. Party
A guarantees to own right of rental over the leased property,
ensures that the leased property can be normally and safely used by
Party B during lease term, and guarantees not to interview with
Party B’s normal operating activities.
2. Party
A shall offer assistance for Party B to handle various licenses and
other relevant formalities needed for business operation as well as
provide relevant materials (in line with those held by Party
A).
3. When
Party A changes the right holder of leased property due to sales,
transfer and other reasons during lease term, Party A shall
guarantee that Party B’s right to use this leased property
sustains and Party A will assist Party B in properly handling
relevant formalities.
4. Party
A enjoys the right to collect expenses from Party B as agreed
including rent, water bill, electric charge and communication fee.
In case that Party B fails to pay relevant expenses in full amount
as scheduled, Party A will have the right to calculate and collect
0.05% of owed amount as overdue fine for each delayed
day.
5. Other
rights and obligations that shall be enjoyed or performed by Party
A as agreed herein and stipulated in laws and
regulations.
(2) Rights and Obligations of Party B
1. Party
B guarantees to legally use leased property, legally conduct
business, and timely pay various operation and management expenses
incurred to the leased property according to law and contract or
pursuant to relevant policies.
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2. Party
B shall not sublease or transfer the leased property (unless
otherwise approved by Party A in writing ahead of time), change
subject of use agreed by the parties, or use any asset in the
property as mortgage and warranty. Party B shall ensure that no
right of a third party exists in fitment and decoration property of
the leased property.
3. Reconstruction
or decoration conducted by Party B within scope of property of
Party A shall comply with stipulations set out in laws, regulations
and policies and obey supervision from relevant government
department; Party B’s decoration scheme shall be approved by
Party A in writing ahead of time.
4. Party
B is obliged to conduct daily repair and care of leased property.
Party B shall guarantee a tidy environment in the leased place and
comply with relevant requirements for security and fire protection;
Party A is responsible for repairing natural structural damage and
natural damages of exterior wall and roof in the leased property
under this contract, while Party B is responsible for repairing
other parts of leased property as well as any parts reconstructed
or decorated by Party B.
5. Other
rights and obligations that shall be enjoyed or performed by Party
B as agreed herein and stipulated in laws and
regulations.
V. Return of Leased Property
(1) Upon
cancelation or termination of this contract, Party B shall take
charge of recovering this leased property to its original shape
(except reasonable wear and tear) of standard of leased property
handed over as specified in letter of confirmation of delivery
agreed herein. After this leased property is returned to Party A
and passes Party A’s acceptance, Party B may handle
formalities for throwing of a lease. Otherwise, Party A has the
right to recover the leased property to its original shape on
behalf of Party A and deduct relevant expenses from lease deposit.
In case of insufficiency, Party A has the right to demand
compensation from Party B.
(2) In
case that Party B hopes not to recover the leased property into its
original shape and returns the leased property with decoration and
auxiliary facilities added or reconstructed by Party B retained,
Party B shall submit a written application to Party A 30 days
before date of expiry of contract term. In case that Party A agrees
that Party B is not required to recover the leased property to its
original shape, upholstering, fitment and decoration formed with
Party B’s investment shall be handed over to Party A free of
charge. Except assets Party A exercises lien over, in case that
Party B’s movable property is not moved out within 10 working
days upon expiry of contract term of the parties or termination of
contract according to law, Party B agrees that Party A will own
such property free of charge. Further, Party B shall provide Party
A with complete drawings, fire protection acceptance certificate,
quality warranty and instructions to use concerning all decoration
and auxiliary facilities left over in the
property.
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(3) In
case that Party B fails to pay off relevant expenses when returning
the leased property upon cancelation or termination of this
contract and certain economic losses are caused to Party A due to
Party B’s reason, Party A will have the right to deduct
relevant amount from lease deposit and return the remaining amount
to Party B free of interest. In case of insufficiency, Party A will
have the right to demand compensation from Party
B.
(4) In
case that Party B once used this leased property as a registered
address upon cancelation or termination of this contract, Party B
shall finish the handling of registered place change formalities
before cancelation or termination of this contract. In case that
Party B still fails to finish the handling of change formalities
within 15 working days after cancelation or termination of this
contract, the lease deposit will not be returned unless otherwise
Party A approves Party B to retain the registered place after the
parties reach negotiated consensus ahead of
time.
(5) Except
that Party A approves Party B to renew the lease and a lease
renewal contract is signed, Party B shall return this leased
property within 5 working days since the date when lease term of
this contract expires or the date when this contract is canceled
ahead of time regardless of the reason. In case that Party B delays
the return of this leased property without Party A’s consent,
Party B shall pay 2 times of daily rent to Party A as use fee of
this leased property during period of occupation for each delayed
day. In case that Party B cancels this contract ahead of times, the
cash deposit will not be returned.
(6) Party
B agrees that Party A will have the right to enter this leased
property by informing Party B in writing 5 working days ahead of
time in case that Party B fails to perform the obligations of
recovering the property to its original shape and returning this
leased property with a delay of 5 working days. In the meantime, it
will be deemed that Party B automatically waives ownership or use
right of decoration, facilities and equipment in this leased
property as well as other articles not demolished or moved away,
including equipment and articles deemed as belonging to Party B (no
matter if they belong to Party B or a third party). In this case,
Party A has the right to handle the matter itself. In case that
legitimate rights and interests of a third party are involved,
Party B shall take charge of making compensation to this third
party. Further, Party B shall undertake expenses paid by Party A
for Party B to recover the leased property into its original shape.
When Party A enters this leased property, it will be deemed that
Party B returns the leased property to Party A.
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VI. Special Agreements Reached by the Parties
(1) The
parties agree that Party B shall register its company in this
leased property within 90 days after the date when this contract
comes into force; in case that the enterprise taxation settlement
registered by Party B in the leased property is within the scope of
Huajing Town, Xuhui District and it reaches the requirement of
annual taxation contribution as per unit of leased area
(specifically shown in the appendix) but fails to reach the
requirement of annual local taxation contribution, Party A will
have the right to increase the collection of an amount not lower
than 10% of rent based on the rent of the next year; in case that
Party B reaches annual taxation requirement, Party A may coordinate
the application for preferential financial support from the
government for Party B.
(2) The
parties agree that the lease invoice under this contract is issued
by Party A under this contract. The payment shall be transferred to
a bank account issued by Party A.
(3) Party
B shall handle property within the leased property and other
necessary insurance within effective term of this contract; in case
that Party B fails to handle insurance and consequently
responsibility for loss or risk of property used arises, the user
shall take responsibility for such
consequences.
(4) Party
A provides Party B with electrical utilization demand with
120KVA as
upper limit. Party B shall pay relevant electrical utilization
expenses corresponding to electrical utilization limit as well as
calculate electricity price and pay electrical utilization expense
according to relevant rules of property management company of the
building. As for extra electrical utilization demand, Party B shall
submit relevant application to Party A for approval before use of
electricity. In this case, Party B shall pay each capacity
expansion expense.
(5) Party
A installs independent water meter and electricity meter for Party
B’ water and power utilization interfaces are connected to
floor. In case that measures such as temporary power shutdown and
suspension of water supply are taken during peak of water and power
utilization or without advance notice from relevant department to
influence Party B’s use of the leased property, Party A will
not take relevant responsibility.
(6) Charged
management is implemented for all parking spaces of Party A
(detailed in property management agreement).
(7) In
case that Party B needs to erect advertising signs in the building
where the leased property is located, Party A’s written
consent shall be obtained and Party B shall complete relevant
approval application formalities and submit them to Party A for
filing according to relevant provisions of
government.
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(8) When
performing this contract, Party A and Party B must sign a fire
protection and work safety operation liability agreement. Specific
rights and obligations of this agreement are formulated
separately.
VII. Conditions for Cancelation of Contract
(1) Party A and Party B agree to deem any of the following
conditions as force majeure factors within lease term. At this
point, this contract ends naturally and the parties will not take
responsibility for each other. However, Party A shall provide
relevant documents and timely inform Party B:
1.
The land use right of this leased property within scope of
occupation is legally taken back by government.
2.
This leased property is legally expropriated due to social public
interests.
3.
This leased property is legally listed in permitted scope of
demolition and relocation due to urban construction
demand.
4.
Party A and Party B agree that it will be deemed as force majeure
in case that the parties encounter with serious natural disasters
such as earthquake, fire and typhoon as well as act of government
to influence performing of this contract and consequently lead to
failure of the parties to realize contract
purpose.
(2) Party A and Party B agree that a party may unilaterally inform
the other party to cancel this contract in writing and hold the
breaching party responsible for assuming liabilities for breach of
contract according to law under any of the following
circumstances:
1.
Party A fails to deliver this leased property as scheduled and
still fails to do so within 10 working days after Party B
demands.
2.
This leased property does not comply with agreements reached herein
when Party A delivers the property to result in Party B’s
failure to legally used the leased property, or the leased property
delivered by Party A endangers Party B’s safe use of the
property.
3.
Party B changes the service usage of the leased property without
authorization.
4.
The main structure of the leased property is damaged due to Party
B’s reason.
5.
Party B subleases or transfers property rights of this leased
property without authorization.
6.
Party B delays the paying of rent for 30 accumulated
days.
7. Party
B fails to completely perform obligations stipulated in (1) of
Article VI of this contract.
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VIII. Liabilities for Breach of Contract
(1) In
case that either party under this contract fails to perform its
obligations according to this contract, it will be deemed as a
breaching behavior. The breaching party shall assume civil
responsibilities according to this contract as well as relevant
laws and regulations; the party violating the contract shall pay 2
times of monthly rent to the other party as liquidated damages; in
case that the liquidated damages paid by the breaching party are
not enough to deduct the losses therefore caused to the observant
party, the breaching party shall also compensate the balance
between actual losses caused to the observant party and the
liquidated damages.
(2) In
case that Party A fails to deliver the leased property as scheduled
not due to Party B’s reason (except that Party A delays the
delivery of leased property after the parties reach negotiated
consensus), this contract will end naturally and Party B will have
the right to hold Party A responsible for assuming liabilities for
breach of contract. Amount of liquidated damages shall be same as
the amount of deposit payable by Party B.
(3) In
case that Party B fails to pay the deposit as scheduled according
to stipulations set out in Article 3 of this contract not due to
Party A’s reason (except that Party B delays the paying of
deposit after the parties reach negotiated consensus), this
contract will end naturally and Party A will have the right to hold
Party B responsible for assuming liabilities for breach of
contract. Amount of liquidated damages shall be same as the amount
of deposit payable by Party B.
(4) Party
B hereby confirms that Party A will have the right to stop all
services of leased property in case that Party B delays the paying
of rent, property management fee and other relevant expenses during
lease term and Party B still delays the paying of such expenses
within 10 working days after Party A demands in writing.
Furthermore, Party B shall assume all consequences therefore
incurred and Party A will not take any
responsibility.
IX. Settlement of Disputes
(1) Contents
not clarified in this contract or disputes arising between the
parties shall be settled through amicable
negotiation.
(2) In
case that the parties still fail to reach an agreement or work out
a solution after a party puts forward written opinion or solution
to the other party, either party may handle the matter according to
law.
X. Supplementary Provisions
(1)
In case that it is required to change this contract, Party A and
Party B shall reach negotiated consensus. Contents not clarified or
matters not mentioned herein may be specified in a supplementary
contract separately signed in case that it is necessary for the
performing of this contract; contents recognized by the parties in
writing including supplementary contracts, correspondences and fax
existing between the parties are all effective constituent parts of
this contract.
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(2)
Addresses or main business sites and telephone numbers of Party A
and Party B specified in this contract are effective mailing
addresses; in case of change of address or main business site and
telephone number, the changing party shall inform the other party
within one week since the date when such change takes place; in
case that the changing party fails to inform, the legal effect of
contents of correspondences or fax of the other party will not be
affected.
(3)
In case that taxes are generated due to this contract, Party A and
Party B shall pay such taxes respectively according to law. In case
that it is required to file and register this contract, Party A and
Party B shall handle such formalities in relevant authority. That
whether the parties handle filing and registration formalities does
not affect legal effect of this contract.
(4)
The parties raise no objection to area specified in the signed
contract.
(5)
This contract comes into force since the date when Party A, Party B
and witness joint sign their names and stamp
seals.
(6)
This contract is made in five copies. Party A and Party B shall
hold two copies and the witness shall hold one copy
respectively.
(The text of this page contains 10 page. The reminder of this page
is the contract signing page without text.)
Party A: Shanghai Guilin Industrial Co., Ltd.
Shanghai Guilin Industrial Co., Ltd. Special Seal for Contract
(seal) Authorized representative:
Legal representative:
Party B: Cellular Biomedicine Group (Shanghai)
Ltd
Cellular Biomedicine Group (Shanghai) Ltd Special Seal for Contract
(seal)
Authorized representative:
Witness: Shanghai Longhua Warehousing Company
Shanghai Longhua Warehousing Company (seal)
Date of contract signing: November 16, 2016
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Appendixes:
1.
One copy for each of Party B’s business licenses and
certificates (including tax registration certificate and special
license) as well as ID card of legal representative of Party
B;
2.
One copy of attached diagram of tale of position and area of leased
property;
3.
List of handover of leased property of the parties as well as
facilities and equipment;
4.
One copy of taxpaying record of Party B in recent year (except
newly established company);
5.
One property management contract;
6.
One
fire protection and work safety operation liability agreement;
7. One
table of agreement on annual taxation contribution as per square
meter; 8. Others:
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