Ship Lease Contract (“Xing Gang Dredging 9”) (Unofficial Translation)
(“Xing
Gang Dredging 9”)
(Unofficial
Translation)
Party
A: Fujian Lutong
Highway Engineering Construction Co., Ltd.
Address: 17th Floor,
Yinhe Garden Hotel, 243 Wusi Road, Fuzhou
Legal
Representative: ZHUO Panxing
Party
B: Fujian
Xing Gang Shipping Service Co., Ltd.
Address: 00xx Xxxxx,
Xxxxxxxx X, Xxxxxxxxx Xxxxx, 154 Hudong Road, Fuzhou
Legal
Representative: XXX Xxxx
Party A
and Party B, after friendly consultation, have formulated this leasing contract
to be adhered to by both parties.
I.
Based on Party B’s need, Party A agrees to lease the dredging boat it owns,
“Xing Gang Dredging 9” (the “Boat”), to Party B for its use.
II. Term
of the lease
1. The
term of the lease is three years (from June 1, 2008 to May 31,
2011).
2. Within
seven days upon the expiration of the 3-year term of the lease, Party A shall
transfer the Boat unconditionally to Party B and complete all the relevant
change procedures including but not limited to the ship ownership change
registration, with Party A responsible for all the expenses in connection with
such procedures.
III.
Payment of the lease fee
1. The
lease fee is calculated in RMB, and the annual lease fee is Seven Million Yuan
even (¥7,000,000.00).
2. The
lease fee is to be paid quarterly. At the end of each quarter, Party
B will pay the lease fee to Party A in the form of bank transfer into the bank
account designated by Party A.
3. In
the month of delivering the Boat, Party B must pay to Party A a ship security
deposit of Thirty-Four Million and Five Hundred Thousand Yuan
(¥34,500,000.00). The said security deposit will be returned to Party
B within seven days upon the expiration of the 3-year term of the
lease.
4. After
the expiration of the 3-year term of the lease and within seven days upon the
completion of all the change registration procedures by Party A in accordance
with the Provision II.2 herein, Party B shall pay to Party A a ship transfer
consideration of Ninety-Seven Million and Five Hundred Thousand Yuan even
(¥97,500,000.00). Party B can use the security deposit specified in
the above provision to directly offset a portion of the ship transfer
consideration and pay the remaining balance of the consideration in
full.
IV. Rights
and obligations of each of the two parties
1
(A) Party
A’s rights and obligations
1. Party
A has the right to receive the lease fee according to the schedule provided
herein.
2. Party
A confirms the ownership of the Boat and has processed the relevant certificates
required by the State law and statutes.
3. Party
A may, upon obtaining consent from Party B, dispatch a representative to the
Boat to supervise the ship operation at its own expense. If Party A’s
representative believes that any of Party B’s actions violates this contract or
can damage the body of the Boat, Party A must issue a written report and settle
the matter between the two parties amicably through consultation.
4. Party
A warrants that, on the day of delivering the Boat and during the term of the
lease, the technical specifications of the Boat are in conformity with those
specified in all the ownership certificates; if there are discrepancies, the
lease fee shall be reduced and such reduction should be an amount sufficient to
compensate the lessee for any resulting loss.
5. Party
A warrants that, on the day of delivering the Boat and during the term of the
lease, the Boat is tight, solid, strong and in good working condition, and is
suitable for the operation of the project; the body of the Boat and the machines
and equipment on board are in full working condition.
6. On
the day of delivering the boat, Party A must also provide all the certificates
required for its operation, including but not limited to “People’s Republic of
China Ship and Vessel Ownership Registration Certificate”, “People’s Republic of
China Ship and Vessel Nationality Certificate”, “Maritime Ship and Vessel
Inspection Certification Record”, “Maritime Cargo Vessel Seaworthiness
Certificate”, “Maritime Ship and Vessel Tonnage Certificate”, “Maritime Ship and
Vessel Oil Pollution Prevention Certificate” and “Maritime Ship and Vessel Load
Line Certificate”.
7. During
the term of the lease, Party A must process on time, completely and fully all
the procedures regarding ship inspections and insurances at its own cost; Party
B must provide active cooperation and must not knowingly set up any
obstacles.
8. Before
delivering the Boat, Party A must engage a professional shipyard to perform
comprehensive inspection and repairs on the Boat and ensure that the Boat has a
life of use no less than ten years.
9. During
the term of the lease, Party A must assign crewmen for the Boat who are
competent and have professional qualifications for their respective posts in
accordance with the provisions of "Crewmen Assignment
Agreement". (See Attachment 1 hereto, "Crewmen Assignment Agreement",
for details.
10. If,
due to business need, Party A needs to relocate its office to a new address or
to change its bank account, Party A must notify Party B in writing fifteen
business days in advance; if there is need to change the contact telephone
number, Party A must notify Party B in writing two business days in
advance.
11. If
Party B's payment of the lease fee is fifteen days or more past due, Party A may
resort to litigation at the court and may unilaterally dissolve this
contract.
12. Party
A's dissolution of this contact during the term of the lease or failure to
transfer the Boat to Party B upon the expiration of the lease shall constitute
the breach of contract; Party B shall have the right to demand the continuation
of the performance of this contract; Party A must at such time pay a breach
penalty of RMB 10,000,000.00 to Party B and Party B can demand Party A to
compensate Party B for any resulting loss.
2
(B) Party
B’s rights and obligations
1. Starting
from the day of the execution of this contract, Party B has the right to
dispatch its representatives at its own expenses to inspect the Boat and
familiarize themselves with the operation of the Boat.
2. Party
B has the right to sublease the Boat; however Party B shall still have full
responsibility toward Party A to perform this contract.
3. Party
B must pay the lease fee on time in accordance with the provisions
herein.
4. The
use of the Boat leased by Party B from Party A is limited to port dredging
operations and similar projects. If Party B needs to add equipment on
board the Boat, Party B must obtain consent from Party A before any
implementation.
5. During
the term of the lease, Party B shall still pay the lease fee when the Boat is
unable to be operated normally due to climate factors (such as Typhoon, rain or
fog).
6. Any
damages and losses suffered by both parties due to the occurrence of any humanly
irresistible disaster or to government edicts and military action, whether or
not the Boat is in navigation or in mooring, must be handled in accordance with
the provisions of maritime laws and statutes.
7. Party
B shall not dispatch the Boat to, or let it enter, any frozen waters, nor shall
Party B let the Boat enter an area where, at the time of the Boat's arrival, the
light tower, light boat, navigation xxxx or buoy will be, or are likely to be,
removed soon or an dangerous area with ice hazard, such that the Boat will not
be able to arrive at the location of operation smoothly or to exit the location
after its operation.
8. Before
obtaining consent from Party A in writing, Party B shall not dispatch the Boat
to dock at a Taiwan port or let it navigate out of the border of the People's
Republic of China for any reason or any purpose.
9. Party
B is strictly forbidden to use the Boat to transport any hazardous
material. Party B shall not use the Boat to engage in any illegal
activities, including but not limited to smuggling, pilfering, stealing and
illegal immigration.
10. If,
at the end of the quarter, Party B fails to pay the lease fee or pay the lease
fee in full for the corresponding period, Party B then shall, starting from the
following month, pay a breach penalty calculated at the daily rate of 0.1% of
the total of the unpaid portion of the lease fee; but the cumulative total of
such breach penalty shall not exceed 5% of the lease fee for the corresponding
period.
V. Delivery
of the Boat
1. Time
of delivery: before June 8, 2008.
2. Port
of delivery: at the coal dock of Guangdong Guohua Taishan Power
Plant.
3. At
the time of delivery, the cabins of the Boat must be emptied and cleaned and be
suitable for loading and receiving cargo.
4. Delivery
notice: Party A must confirm with Party B the actual time of delivery seven days
before the date of delivery.
At
the time of delivering the Boat, the ship inspection engineer appointed by Party
A must inspect the cargo cabin and confirm the amount of fuel stored on board at
the port of delivery. Party A shall be responsible for the inspection
engineer's inspection fee. Before the amount of fuel stored on board
is measured, the draft of the front and back of the Boat must be adjusted for
balance or the draft differential between the xxxxx and bow of the Boat must not
exceed 6 feet.
3
5. Supporting
parts that come with the Boat: at the time of delivery, Party A must equip the
Boat with all the corresponding supporting parts. 6. [sic] At the
time of delivery, Party A must ensure that the amount of fuel stored on board
must be above 80% of the Boat's maximum fuel storage capacity.
6. As
Party A will transfer the Boat to Party B upon the expiration of the term of the
lease, the date of expiration of the term of the lease shall be the date of
transfer of the Boat by Party A to Party B; and Party A and Party B shall at
such time process the delivery and acceptance procedures. And the
handling of the crewmen assigned by Party A shall also be decided at such time
through consultation between the two parties.
VI. All
attachments hereto are the component parts of this contract and shall have the
same legal effect as this contract.
VII. The
original of this contract is in triplets, with one to Party A, Party B and the
ship administration office each; it has six copies, with two to Party A, Party B
and the ship administration office each; this contract will take effect after it
is signed and imprinted with seals by both Party A and Party B.
VII. All
matters not covered herein shall be settled in supplemental agreements through
consultation between the two parties, and all such supplemental agreements shall
have the same legal effect as this contract.
Signature
(Seal) of Party A’s representative:
/s/ ZHUO
Panxing
/seal/
Fujian Lutong Highway Engineering Construction Co., Ltd.
Date: May
20, 2008
Signature
(Seal) of Party B’s representative:
/s/ XXX
Xxxx
/seal/
Fujian Xing Gang Shipping Service Co., Ltd.
Date: May
20, 2008
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