房屋租赁协议


限公司
Co Ltd


and


沃尔玛深国投百货限公司
WalMart SZITIC Stores Co Ltd


房屋租赁协议
PREMISES LEASE AGREEMENT



二零零六年 月 日

Dated on 2006
目 录

页 码

第1条
协议组成
2

第2条
租赁标物房屋
2
第3条
租 期
6
第4条
租 金
9
第5条
租赁标物接收
21
第6条
房屋区域
27
第7条
租赁标物维修修复
33
第8条
厦
43
第9条
税 费
46
第10条
公设施
47
第11条
陈述保证
47
第12条
转分租优先购买权
54
第13条
提前终止
56
第14条
违约责
63
第15条
交房屋
64
第16条
适法律争议解决
65
第17条
规定
66
附件
房屋总面图
73
附件二
层面图立面图剖面图
74
附件三
租面积计算表租金计算表
75
附件四
求规格
76
附件五
乙方进场施工条件
77
附件六
甲方应乙方提供文件
78
附件七
甲方乙方维保职责
80
附件八
抵押权保证函格式
81
TABLE OF CONTENTS

Page

Article 1
CONTENT OF THIS LEASE AGREEMENT
2
Article 2
LEASEHOLD PROPERTY AND PREMISES
2

Article 3
TERM
6
Article 4
RENT
9
Article 5
ACCEPTANCE OF LEASEHOLD PROPERTY
21
Article 6
USE OF PREMISES AND OTHER AREAS
27
Article 7
MAINTENANCE AND RESTORATION OF LEASEHOLD PROPERTY
33
Article 8
THE BUILDING
43
Article 9
TAXES AND LEVIES
46
Article 10
PUBLIC UTILITIES
47
Article 11
REPRESENTATIONS AND WARRANTIES
47
Article 12
ASSIGNMENT AND SUBLEASING PREEMPTIVE PURCHASE RIGHT
54
Article 13
EARLY TERMINATION
56
Article 14
LIABILITY FOR BREACH
63
Article 15
RETURN OF PREMISES
64
Article 16
APPLICABLE LAW AND RESOLUTION OF DISPUTES
65
Article 17
MISCELLANEOUS
66
Exhibit I
Site Plan of Premises
73
Exhibit II
Floor PlanElevationSection Plan
74
Exhibit III
Calculation Table for Leased Area Calculation Table for Rent
75
Exhibit IV
Requirements and Specifications
76
Exhibit V
Conditions before Starting Construction by Party B
77
Exhibit VI
Documents to be Provided by Party A to Party B
78
Exhibit VII
Responsibilities of Maintenance and Repair between Party A and Party B
80
Exhibit VIII
Form of Mortgagee’s Guaranty Letter
81

房 屋 租 赁 协 议
PREMISES LEASE AGREEMENT
出租 限公司家中华民国(称中国)法律合法组建效存续限责公司法定址中国 (称甲方)承租沃尔玛深国投百货限公司家中国法律合法组建效存续限责公司法定址中国广东省深圳市罗湖区洪湖路湖景花园13楼 (称乙方)二零零六年___月___日签订房屋租赁协议(称协议)
THIS PREMISES LEASE AGREEMENT (this Agreement) is made and executed on this_____ of ______ 2006 by and between Co Ltd as Lessor a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China ( China or PRC) with its legal address at China (Party A) and WalMart SZITIC Stores Co Ltd as Lessee a limited liability company duly incorporated and validly existing under the laws of China with its legal address at GF2F Lakeview Garden Honghu Road Luohu District Shenzhen Municipality Guangdong Province China (Party B)

(甲方乙方单称方合称双方)
(Party A and Party B will be individually referred to as a Party and collectively referred to as the Parties）

鉴甲方愿意协议规定条款条件出租拥合法产权协议项租赁标物乙方愿意协议规定条款条件承租协议项租赁标物
WHEREAS Party A the legal owner of the leasehold property under this Agreement agrees to lease and Party B agrees to rent the leasehold property in accordance with the terms and conditions as set forth in this Agreement

双方特协商致达成协议：
THE PARTIES MUTUALLY AGREE AS FOLLOWS
第1条 协议组成
Article 1 CONTENT OF THIS AGREEMENT

协议包括文件图纸文件图纸已双方确认已分列协议正文附件附件八
This Agreement will include the following documents and drawings All the following documents and drawings have been confirmed by both Parties and are enclosed as the body text and Exhibit I to Exhibit VIII of this Agreement

协议正文
Body Text of this Agreement
附 件 ： 房屋总面图
Exhibit I Site Plan of Premises
附 件 二： 层面图立面图剖面图
Exhibit II Floor PlanElevationSection Plan
附 件 三： 租面积计算表租金计算表
Exhibit III Calculation Table for Leased AreaCalculation Table for Rent
附 件 四： 求规格
Exhibit IV Requirements and Specifications
附 件 五： 乙方进场施工条件
Exhibit V Conditions before Starting Construction by Party B
附 件 六： 甲方应乙方提供文件
Exhibit VI Documents to be Provided by Party A to Party B
附 件 七： 甲方乙方维保职责
Exhibit VII Responsibilities of Maintenance and Repair between Party A and Party B
附 件 八： 抵押权保证函格式
Exhibit VIII Form of Mortgagee’s Guaranty Letter


第2条 租赁标物房屋
Article 2 LEASEHOLD PROPERTY AND PREMISES

21 租赁标物房屋 Leasehold Property and Premises
甲方乙方意协议列明条款条件出租承租协议附件附件二附件三示租赁标物该租赁标物(租赁标物)包括位中国 物业(号： )(厦)第 层部分面积第 层部分面积第 层部分面积房屋(房屋)租赁标物包括
附件示停车区(第65条定义)附件示沃尔玛室外公区(第66条定义)
Party A agrees to lease to Party B and Party B agrees to lease from Party A the Leasehold Property (the Leasehold Property) as indicated in Exhibit I Exhibit II and Exhibit III hereto in accordance with the terms and conditions set forth in this Agreement The Leasehold Property includes a portion of the area in Basement a portion of the area on the Floor and a portion of the area on the Floor (referred to as the Premises) of the property (Lot No ) (the Building) located at China The Leasehold Property also includes the Parking Lot (as defined in Article 65 hereunder) and WalMart’s Outdoor Public Area (as defined in Article 66 hereunder) as indicated in Exhibit I

协议附件三示租赁标物租面积总计 方米(M2)(租面积)中：A) 第 层租面积 面积 方米( M2)B) 第 层租面积 方米(M2)包括 面积 方米( M2) 面积 方米(M2)C) 第_层租面积 面积 方米( M2)租赁标物租金应根租面积标准计算
The overall area which Party B leases from Party A within the Leasehold Property as shown in Exhibit III hereof is square meters ( M2) (Leased Area) which consists of A) square meters (M2) on the Floor for B) square meters (M2) on the Floor including square meters (M2) for and square meters (M2) for C) square meters (M2) in Basement for compressor room The Rent of the Leasehold Property will be calculated on the basis of the Leased Area

协议第65条定义停车区第66条定义沃尔玛室外公区乙方免费专区域双方确认乙方享述停车区沃尔玛室外公区免费专权价已双方确定租面积租金时予充分考虑
Party B has the exclusive right to use free of charge the Parking Lot as defined in Article 65 and WalMart’s Outdoor Public Area as defined in Article 66 The Parties confirm that the consideration for Party B’s exclusive rights to use free of charge the Parking Lot and WalMart’s Outdoor Public Area has been fully considered when the Parties decide the Rent for the Leased Area

遇条项描述协议附件附件二附件三容致附件附件二附件三容准
If any inconsistency between the description hereof and the specifications shown in Exhibit I andor Exhibit II andor Exhibit III arise the specifications in Exhibit I andor Exhibit II andor Exhibit III will prevail

甲方需协议附件附件二附件三示容进行修改须协议签署日起三十(30)日书面告知乙方取乙方事先书面意方实施果乙方书面意甲方提出修改租金补偿金应述条款进行调整：(i) 修改租面积(修改租面积)协议附件附件二附件三示租面积存差异面积误差（公式定义）超正负百分三(±3)时乙方应根修改租面积甲方支付租金(ii) 前述面积误差超正负百分三(±3)乙方权行决定否接受拒绝修改租面积修改前租面积间差异果乙方意接受该差异租金应根修改租面积进行计算果乙方拒绝接受该等差异面积误差超出正百分三(+3)超出正百分三(+3)外部分面积乙方偿甲方应协议第44条约定乙方提供根附件三确定租面积计算月租金等额租金发票面积误差超出负百分三(3)足部分面积乙方需支付租金甲方应足部分面积原乙方应付租金标准双倍乙方支付补偿金补偿金金额甲乙双方确认乙方权甲方支付租金中扣直前述补偿金款项扣抵完毕甲方应协议第44条约定乙方提供根修正租面积计算月租金等额租金发票乙方需甲方足部分面积支付补偿金甲方提供前述补偿金金额等额正式收

面积误差
修改租面积 附件附件二附件三确定租面积
附件附件二附件三确定租面积

If Party A intends to adjust any of the contents contained in Exhibit I Exhibit II andor Exhibit III of this Agreement Party A must notify Party B in writing of such intention within
Thirty (30) days following the execution of this Agreement and will not make any adjustment without Party B’s advance written consent If Party B gives its written consent to the adjustment requestednotified by Party A the Rent or compensation will be adjusted as follows (i) If there are discrepancies between the adjusted leased area (the Adjusted Leased Area) and the Leased Area as shown in Exhibit I andor Exhibit II andor Exhibit III hereof and the variance is no more than PlusMinus Three percent (±3) Party B will pay Party A the Rent according to the Adjusted Leased Area (ii) If the variance exceedssurpasses PlusMinus Three percent (±3) Party B has the discretion to accept or reject such variance If Party B agrees to accept the variance the Rent will be computed according to the Adjusted Leased Area If Party B rejects the variance if the variance exceeds Three percent (3) Party B may use the extra area for free and Party A will still provide Party B with monthly leasing invoice in accordance with Article 44 of this Agreement for an amount equal to the monthly Rent calculated according to the Leased Area as set forth in Exhibit III if the variance is less than Minus Three percent (3) Party B is not obligated to pay the Rent for the actual shortage area and Party A must compensate Party B for the shortage area with an amount equal to the double of the originally agreed Rent for the shortage area and upon confirmation of the compensation amount by both Parties Party B may offset the above compensation from the Rent due until such compensation has been satisfied and Party A will provide Party B with a monthly leasing invoice in accordance with Article 44 of this Agreement for an amount equal to the monthly Rent that is calculated on the basis of the Adjusted Leased Area Party B will provide Party A with the official receipt for an amount equal to the above compensation for the shortage area


The Variance

The Adjusted Leased Area –Leased Area shown in Exhibits I andor II andor III
Leased Area shown in Exhibits I andor II and or III


22 房屋设计建筑 Design and Construction of the Premises
非双方协议 市政府相关部门批准甲方筹资金协议附件附件二附件四约定求规格完成租赁标物设计施工工作甲方应相关法律法规规定快办理厦工程综合竣工验收合格备案手续租赁标物工程需协议附件附件二附件四约定求规格完成乙方验收合格
Unless otherwise agreed by the Parties and approved by the relevant authority of City Party A will at its sole cost and expense complete the design and construction of the Leasehold Property in accordance with the requirements and specifications as defined in Exhibit I Exhibit II and Exhibit IV Party A will complete the filing procedure for the comprehensive project competition inspection and acceptance of the completion of the construction of Building in accordance with relevant laws and regulations of the PRC as soon as possible The construction of the Leasehold Property will meet the requirements and specifications as set forth in Exhibit I Exhibit II and Exhibit IV and will be subject to the inspection of and the acceptance by Party B


第3条 租 期
Article 3 TERM

31 初始租期 Initial Term
协议项租约年系指连续十二(12)月租赁期间(租约年)协议第41条定义免租施工期届满次日第租约年开始日(开始日)非协议规定双方书面约定租金（第43条定义）应开始日起开始计算甲方乙方确认协议初始租期开始日起第十五(15)租约年届满日止(称初始租期)
The lease year under this Agreement refers to a consecutive Twelve (12)month lease period (the Lease Year) The day following the end of Rentfree Construction Period defined in Article 41 under this Agreement will be the commencement date of the first lease year (the Commencement Date) Unless otherwise stipulated in this Agreement or otherwise agreed between the Parties in writing the Commencement Date will be the starting date of Rent calculation (Article 43 defines Rent) The Parties confirm that the initial lease term of this Agreement (the Initial Term) will commence on the Commencement Date of Party B’s Supercenter within the Premises and will terminate in the end of the Fifteenth (15th) Lease Year


32 续 约 Renewal
乙方权协议相条款条件（双方约定者外）协议初始租期届满时续约续约次数五(5)次次长续约五(5)年(称续约期)续约期应初始租期前续约期终止日日开始计算协议租期应初始租期加乙方全部续约期（称租期）初始租期届满乙方决定续约 协议项第续约期第租约年（第十六[16th]租约年）起租期结束续约期年租金初始租期租约年（第十五[15th]租约年）年租金基础 ( )年增加百分 ( )
Upon the expiration of the Initial Term Party B may renew this Agreement with the same provisions and conditions as stipulated in this Agreement (unless the Parties agree otherwise) Such right may be exercised Five (5) times at most and the term for each renewal will not exceed Five (5) years (the Extension Period) Each Extension Period will begincommence on the date following the expiration of the Initial Term or the immediately preceding Extension Period The Term under this Agreement will refer to the Initial Term and all the Extension Periods thereof (the Term) Upon expiration of the Initial Term if Party B decides to renew this Agreement then from the First Lease Year of the First Extension Period ie the Sixteenth (16th) Lease Year through the end of the Term the annual Rent for the Extension Periods will increase by percent ( ) every ( ) years on the basis of the Rent for the last lease year of the Initial Term that is the Fifteenth (15th) Lease Year


33 续约程序 Procedure for Renewal
甲方应协议租期届满前少十二(12)月书面形式征询乙方否选择续约果租期届满前六(6)月乙方没甲方续约征询通知予书面答复甲方应租期届满前五(5)月乙方书面方式发出第二次续约征询通知乙方选择续约双方应根协议第32条约定书面确认续约期租金续约期年限乙方选择续约协议租期届满时动终止
Party A will notifyinquire of Party B in writing about whether it chooses to renew this Agreement at least Twelve (12) months prior to the expiration date of the Term If Party B fails to respond in writing to Party A’s inquiry notice of renewal option Six (6) months prior to the expiration of the Term Party A will send to Party B the second inquiry notice of renewal option at least
Five (5) months prior to the expiration of the Term If Party B chooses to renew this Agreement the Parties will confirm the new Rent for the Extension Period and the duration for the Extension Period in writing in accordance with Article 32 of this Agreement If Party B chooses not to renew this Agreement this Agreement will be automatically terminated upon the expiration of the Term

甲方未协议第33条第段规定乙方发出书面征询乙方选择续约乙方权租期届满前书面方式通知甲方直接根协议正文第32条约定租金金额续约乙方应书面通知中明确续约期期限次续约长超五(5)年
If Party A fails to inquire of Party B in writing in accordance with the first paragraph of this Article 33 and Party B chooses to renew this Agreement Party B will upon the written notice to Party A before the expiration of the Term may directly renew this Agreement with the Rent rate as set forth in Article 32 without entering into a new lease agreement Party B will specify in the written notice of the duration for the Extension Period however such duration for each Extension Period will not exceed Five (5) years

乙方未收甲方第二次书面征询日三(3)月甲方发出书面选择续约通知者甲方未第33条第段规定乙方发出书面征询情况乙方未租期届满前甲方发出书面选择续约通知视乙方选择续约协议租期届满时动终止协议租期届满时动终止情况乙方享第151条规定六十(60)日清理时间
If Party B fails to notify Party A in writing of its renewal decision within Three (3) months following its receipt of Party A’s second renewal inquiry notice or if Party A fails to send any written inquiry to Party B with respect of its renewal right in accordance with the first paragraph of this Article 33 and Party B does not issue written notice to Party A informing its renewal decision before the expiration of the Term either Party B will be deemed not to renew this Agreement and this Agreement will be automatically terminated upon the expiration of the Term Under such circumstances Party B will be entitled to a Sixty (60) day cleanup period as specified in the Article 151

续约法律法规规章规定应签署相关法律文件进行租赁登记双方应促该等签署登记快完成保证乙方租期租赁权利效性
For any renewal of this Agreement if the relevant legal document(s) must be executed or lease registration will be completed in accordance with the laws regulations and rules of PRC The Parties will promptly complete execute and register the lease to guarantee the validity of Party B’s rights during the Term


第4条 租 金
Article 4 RENT

41 免租施工期 RentFree Construction Period
协议第51条定义进场日起房屋乙方购物广场开业日前日止甲方授予乙方免租施工期(称免租施工期)段期间乙方包括乙方子公司供货商工程总包分包公司须支付租金(第43条定义)理费根中国法律法规中规定甲方作租赁标物应承担税费行房屋进行装修准备工作时开业投入营运享协议项全部相应权利包括房屋占权权协议第51条定义进场日日前甲方应乙方房屋水电燃气安装独立水表电表气表安装前述水表电表气表产生相关费甲方承担乙方进场日起乙方房屋水（含空调水）电（含空调电）燃气根乙方实际量乙方承担支付水费电费燃气费
Party A grants Party B a rentfree construction period starting from the Starting Day of Construction as defined in Article 51 hereof to the date before the Grand Opening Day of Party B’s Supercenter within the Premises (the RentFree Construction Period) During the RentFree Construction Period Party B (including Party B’s subsidiaries suppliers contractors or subcontractors) will not be obligated to pay any Rent (as defined in Article 43) andor any management fee andor any taxation andor fee owed to Party A as the owner of the Leasehold Property in accordance with the relevant PRC laws regulations may conduct interior decoration and preparation work in the Premises the right to start its business operation in the Premises at any time and all the rights under this Agreement including the right to take possession of and use the Premises On or before the Starting Date of Construction as defined in Article 51 hereunder Party A will at its sole costs install the separate water meter electricity meter and gas meter for Party B’s use of water electricity and gas within the premises Party B will bear the charges incurred due to its use of water (including water for airconditioning) electricity (including electricity for airconditioning) and gas commencing from the Starting Date of Construction based on its actual consumption within the Premises


42 厦商铺面积开业率 Store Opening Rate of the Building
甲方意承诺房屋乙方购物广场开业日起租期时候甲方厦商铺面积开业率（条第二段定义）应达百分七十(70)房屋乙方购物广场开业日租期时候厦商铺面积开业率未达百分七十(70)乙方需甲方支付该等低厦商铺面积开业率期间租金直厦商铺面积开业率达百分七十(70)（免租期）免租期期间乙方根协议规定占租赁标物权利受影响免租期期间租约年停止计算
Party A agrees that from the Grand Opening Date of Party B’s Supercenter within the Premises through the balance of the Term the Store Opening Rate of the Building as defined in Paragraph 2 of this clause will reach seventy percent (70) or above If the Store Opening Rate of the Building is below seventy percent (70) on the Grand Opening Day of Party B’s supercenter or any day thereafter during the Term Party B will not be charged for any Rent by Party A for such days until the Store Opening Rate of the Building has reached seventy percent (70) (the Nonpaid Period) And during all the Nonpaid Period Party B’s right to possession and use of the Leasehold Property under this Agreement will not be affected The calculation of Lease Year will not be affected by any Nonpaid Period

厦商铺面积开业率指厦已开业营商铺总面积厦商业营面积例中已开业营商铺面积厦商业营面积均包括乙方厦租面积甲方乙方提供厦商铺面积开业率书面说明应包括厦商业营面积数已开业营商铺总面积数已开业商铺面积数(
开业率说明)
Store Opening Rate of the Building is the ratio of the total area of all the opened stores within the Building to the total area available for business purpose within the Building and either the total area of all the opened stores within the Building or the total area available for business purpose within the Building excluding the Leased Area of Party B within the Building The Opening Rate Specification Party A provides to Party B will contain the figures of the total area available for business purpose within the Building the total area of all the opened stores within the Building and the area of each opened store (the Opening Rate Specification )

房屋乙方购物广场开业日甲方应乙方提供厦商铺面积开业率说明租期乙方合理理怀疑厦商铺面积开业率未达未维持甲方条项承诺厦商铺面积开业率乙方权求甲方提供厦商铺面积开业率说明权求甲方提供厦开业商铺租赁合供乙方检查甲方提供数否真实准确
On the Grand Opening Day of Party B’s Supercenter within the Premises Party A will provide Party B with the Opening Rate Specification illustrating the Store Opening Rate of the Building During the Term if Party B has reasonable doubt as to the Store Opening Rate of Building has not reached or been maintained up to the standard as Party A has promised in this Agreement Party B may request from Party A the Opening Rate Specification and may within Party B’s sole discretion request Party A to provide the lease contract of any specific store within the Building so Party B may verify the authenticity and accuracy of the data of the Store Opening Rate of the Building provided by Party A


43 租 金 Rent
协议项租金包括租金物业理费(备注：物业理费租面积方米月民币 元[RMB ])空调系统设施系统费设施年检费中国法律法规规章规定甲方承担租赁标物相关费支出
The Rent under this Agreement includes rent property management fee (Note property management fee is RMB Yuan per month per square meter
[RMB m2month] of the Leased Area) charges for the use of airconditioning and any other facility systems charges for annual inspection of facility systems and all other fees and expense related to the Leasehold Property to borne by Party A in accordance with the PRC laws regulations and rules

初始租期租赁标物租金标准计算：
The Rent for the Leasehold Property during the Initial Term will be calculated as follows

第租约年租金月方米民币 (RMB m2月)
The First Lease Year RMB Yuan per square meter per month (RMBm2month)

第二租约年租金月方米民币 (RMBm2月)
The Second Lease Year RMB Yuan per square meter per month (RMBm2month)

第三租约年租金月方米民币 (RMB m2月)
The Third Lease Year RMB Yuan per square meter per month (RMBm2month)

第四租约年租金月方米民币 (RMB m2月)
The Fourth Lease Year RMB Yuan per square meter per month (RMBm2month)

第五租约年租金月方米民币 (RMB m2月)
The Fifth Lease Year RMB__ Yuan per square meter per month (RMB__m2month)

第六租约年租金月方米民币__(RMB__m2月)
The Sixth Lease Year RMB __Yuan per square meter per month (RMB__m2month)

第七租约年租金月方米民币__(RMB__m2月)
The Seventh Lease Year RMB __Yuan per square meter per month (RMB__m2month)

第八租约年租金月方米民币__(RMB__m2月)
The Eighth Lease Year RMB __Yuan per square meter per month (RMB__m2month)

第九租约年租金月方米民币__(RMB_m2月)
The Ninth Lease Year RMB __Yuan per square meter per month (RMB_m2month)

第十租约年租金月方米民币__ (RMB_m2月)
The Tenth Lease Year RMB __Yuan per square meter per month (RMB_m2month)

第十租约年租金月方米民币 __(RMB_m2月)
The Eleventh Lease Year RMB __Yuan per square meter per month (RMB_m2month)

第十二租约年租金月方米民币__ (RMB_m2月)
The Twelfth Lease Year RMB __Yuan per square meter per month (RMBm2month)

第十三租约年租金月方米民币__(RMB_m2月)
The Thirteenth Lease Year RMB __Yuan per square meter per month (RMB_m2month)

第十四租约年租金月方米民币__(RMB__m2月)
The Fourteenth Lease Year RMB __Yuan per square meter per month (RMB__m2month)

第十五租约年租金月方米民币__(RMB__m2月)
The Fifteenth Lease Year RMB __Yuan per square meter per month (RMB_m2month)


44 租金支付日期发票 Date of Payment of Rent and Invoice
租金应月第十(10)日前支付（遇中国法定节假日时延）果租期开始日公历月第天租期终止日公历月天第月月租金应实际租赁天数占该月总天数例计算第月租金应第租约年开始日十(10)日支付甲方应月第七(7)日前乙方提供符合中国法律规定税务行政部门求正式租金发票（第月租金发票应第租约年开始日七
(7)日提供乙方）该发票金额应协议第43条协议第44条第段约定乙方月应付租金金额相
The Rent will be paid on or before the Tenth (10th) day of each month (such day will be automatically extended for statutory holiday) If the Commencement Date of the Term does not fall on the first day of a month or the ending date of the Term does not fall on the last day of a month the Rent for the first month or for the last month will be calculated pro rata on a daily basis for the actual leasing day(s) in that month The Rent of the first month will be paid within Ten (10) days following the Commencement Date Party A will issue an official leasing invoice which is valid under PRC law and conforming with the requirements of PRC tax authority to Party B on or before the Seventh (7th) day of each month (the official leasing invoice for the first month will be provided to Party B within Seven (7) days following the Commencement Date of the first Lease Year) and the amount invoice will be equal to that of the Rent that Party B will pay for that month according to Article 43 and this first paragraph of Article 44 of this Agreement

甲乙双方确认甲方乙方提供符合第44条求正式租金发票协议项甲方重合义务甲方该义务违反构成协议项严重违约甲方未提供符合第44条求正式租金发票甲方意乙方扣甲方未条求乙方提供正式租金发票乙方遭受税务损失应付租金余额支付甲方税务损失金额计算方式甲方未提供租金发票租金金额租赁标物税税率（税务损失金额）甲方期公历年结束前（12月31日前）乙方提供拖欠租金发票乙方应收前述租金发票十(10)日乙方该年已扣相税务损失金额款项息退甲方乙方需甲方支付滞纳金甲方未期公历年结束前（12月31日前）乙方提供拖欠租金发票乙方该年已扣税务损失金额作甲方支付违约金退甲方
The Parties agree that Party A’s obligation to provide Party B with a valid leasing invoice under this Article 44 is an essential obligation of Party A under this Agreement Breach of this obligation by Party A will be regarded as a material breach of this Agreement I
f Party A fails to provide a valid leasing invoice satisfying the requirement set forth in this Article 44 Party A agrees that Party B is entitled to deduct the tax loss that Party B may suffer due to Party A’s failure to provide the valid leasing invoice from the Rent due and payable and then pay the rest of the Rent due to Party A The loss of tax will be calculated as follows amount of Rent for which Party A fails to provide leasing invoice multiplied by the income tax rate of the locality (the Tax Loss) If Party A provides the outstanding leasing invoice to Party B before the end of the thencurrent calendar year ie December 31st of the then current calendar year Party B will pay to Party A within Ten (10) days following its receiving the outstanding leasing invoice from Party A the amount equal to the Tax Loss already deducted without any interest Further Party B will not be liable for paying any overdue fine for this loss If Party A fails to provide the outstanding leasing invoice to Party B before the end of the thencurrent calendar year ie December 31st of the then current calendar year the Tax Loss deducted by Party B will become the breach fee and will not be refunded to Party A


45 水费电费燃气费发票
Charges of Water Electricity Gas and Related Invoices
迟房屋乙方购物广场开业日前四十五(45)工作日甲方应乙方供电供水燃气营机构完成单独立户承担立户相关营机构收费（该等收费）立户日起租期届满止乙方租面积水(含空调水)电(含空调电)燃气费实际量单独计量行相关营机构缴纳
At least FortyFive (45) working days immediately prior to the Grand Opening Day of Party B’s Supercenter within the Premises Party A will apply for accounts with the relevant electricity water and gas service suppliers on behalf of Party B and bear all the account application expenses paid to the relevant utility suppliers (if there is any such fee) Starting from the said account opening day to the expiration of the Term Party B will bear all the charges incurred due to the use of electricity water and gas within the Leased Area and pay directly to the relevant electricity water and gas suppliers

根第45条第1段约定实现乙方供电供水燃气营机构单独立户需乙方根供电供水燃气营机构求分单独该等营机构签订相关合乙方应予协助配合情况乙方该等营机构单独签订关合行视改变甲方协议项供电供水燃气设施享权利义务甲方须根协议约定供电供水燃气设施运行理维修维护承担责
In accordance with Paragraph One of this Article 45 Party B will assist and cooperate with the relevant local electricity water and gas service suppliers to execute respectively the relevant contracts for opening the relevant separate accounts in the name of Party B if requested by the suppliers Under no circumstances will the executions of the contracts by and between Party B and the relevant suppliers be viewed as an alteration on Party A’s rights and liabilities of electricity water and gas supplying facilities under this Agreement Party A will be responsible for the repair and maintenance of electricity water and gas supplying facilities

甲方未条第1款约定乙方供电供水燃气营机构申请单独立户前述公设施营机构允许乙方水费电费燃气费直接前述公设施营机构支付乙方应租面积水(含空调水)电(含空调电)燃气费实际量甲方支付甲方迟应乙方甲方支付前述水费电费燃气费前(1)工作日乙方提供金额乙方应支付水费电费燃气费金额相增值税发票甲方未根条求提供乙方应支付水费电费燃气费金额相增值税发票甲方意乙方扣甲方未条求乙方提供增值税发票乙方遭受税务损失应付水费电费燃气费余额支付甲方税务损失金额计算方式甲方未提供水费电费燃气费增值税发票含税金额水电燃气费增值税税率（水费增值税租赁标物规定增值税税率计电费增值税率百分十七[17]计燃气增值税率百分十三[13]计）情形甲方应乙方提供金额乙方实际支付水费电费燃气费金额相普通发票甲方乙方开具水费电费燃气费普通发票乙方权扣甲方乙方提供水费电费燃气费普通发票受税务损失（税务损失包括：应付水费电费燃气费含税金额前述增值税税率应付水费电费燃气费含税金额租赁标物税税率两者
）应付水费电费燃气费余额支付甲方甲方期公历年结束前（12月31日前）乙方提供拖欠水费电费燃气费增值税发票普通发票乙方应收前述水费电费燃气费增值税发票普通发票十(10)日乙方该年已扣相相应税务损失金额款项息退甲方乙方需甲方支付滞纳金甲方未期公历年结束前（12月31日前）乙方提供拖欠水费电费燃气费增值税发票普通发票乙方该年已扣相应税务损失金额作甲方支付违约金退甲方
If Party A fails to open the electricity water and gas accounts for Party B in accordance with the first paragraph of this Article and the relevant electricity water and gas suppliers do not allow Party B to pay for electricity (including electricity for AC) water (including water for AC) and gas fees to them directly Party B may pay the electricity fee water fee and gas fee directly to Party A and in such case Party A will provide Party B with VAT invoices in the amount equal to the electricity water and gas fees at least One (1) day prior to the date when Party B makes the payment of electricity water and gas fees If Party A fails to provide Party B with the VAT invoices for the electricity water and gas fees Party B is entitled to deduct the Tax Loss Party B may suffer due to Party A’s failure to provide the aforementioned VAT invoices Further Party B will pay the remainder of the electricity water and gas fees to Party A The Tax Loss will be calculated as follows invoice amount excluding VAT Tax multiplied with water electricity and gas VAT rate (VAT rate of water is decided by local appropriate authority VAT rate of electricity is Seventeen percent [17] and VAT rate of gas is Thirteen percent [13]) In such case Party A will provide Party B with common invoices with the amount equal to the electricity fee water fee and gas fee If Party A fails to provide Party B with the common invoices for the electricity fee water fee and gas fee Party B is entitled to deduct the Tax Loss it may suffer due to Party A’s failure to provide the common invoices Further Party B then must pay the remainder of the electricity water and gas fees to Party A In such case the Tax Loss will be calculated as follows the product of the invoice amount excluding VAT Tax multiplied by waterelectricitygas VAT rate plus the product of the invoice amount excluding VAT Tax multiplied by the local income tax rate If Party A provides outstanding VAT invoices or common invoices to Party B before the end of the thencurrent calendar year ie December 31st of the thencurrent calendar year Party B will pay to Party A within
Ten (10) days following receipt of outstanding VAT invoices or common invoices from Party A the amount equal to the relevant corresponding Tax Loss already deducted without any interest and Party B will not be liable for paying any overdue fine for this If Party A fails to provide the VAT invoices or common invoices to Party B before the end of the thencurrent calendar year ie December 31st of the thencurrent calendar year the Tax Loss deducted by Party B will be the breach fee and will not be refunded to Party A


46 租金水费电费燃气费支付方式
Method of Payment of Rent and Electricity Water and Gas Fees
租金水费电费燃气费(乙方根第45条甲方支付水费电费燃气费情况)应民币电汇银行转账方式支付甲方指定银行账户：
Party B will pay the Rent electricity fee water fee and gas fee (if Party B pays the electricity water and gas fees to Party A according to Article 45 herein) in RMB by TT or bank transfer to the account designated by Party A as follows

开户银行：
Bank

户 名：限公司
Company Co Ltd

账 号Account


47 滞纳金 Overdue Fine
果应支付甲方租金协议应付日未支付乙方应甲方支付滞纳金时甲方应乙方提供支付滞纳金等额法律规定合法效票逾期日滞纳金未付金额千分(01)该等迟延非乙方原根协议双方间行达成书面协议乙方权延迟支付租金乙方须支付该等滞纳金
If Party B fails to pay any rent due and payable on the due date under this Agreement Party B will pay an overdue fine to Party A while Party A provide Party B a
lawful and valid invoice or receipt in the amount equal to the overdue fine The amount of the overdue fine for each delayed day will be OneTenth of One percent (01) of the overdue amount However Party B will not be obligated to pay the overdue fine if the delay is not attributable to Party B or Party B is entitled to delay such payment according to stipulations in this Agreement or to any other agreements in writing agreed by both Parties


48 费　No Other Charges
协议乙方支付甲方租金构成乙方应支付甲方租赁协议租赁标物全部款项包括限物业理费空调系统设施系统费设施年检费中国法律甲方承担租赁标物相关费支出等协议明文规定外乙方应求应负甲方支付费款项义务
The Rent paid by Party B under this Agreement constitutes all payment payable to Party A by Party B for the lease of the Leasehold Property under this Agreement including but not limited to property management fee charges for use of airconditioner and any other facility systems and charges for annual inspection of facility systems and all other fees and expense related to the Leasehold Property that will be borne by Party A in accordance with the PRC laws Unless otherwise expressly provided in this Agreement Party B will not be obligated to pay nor be responsible for paying any other fees or amounts to Party A


第5条 租赁标物接收
Article 5 ACCEPTANCE OF LEASEHOLD PROPERTY

51 进场日 Starting Date of Construction
符合列条件前提乙方进场施工日期进场日（称进场日)：(i) 市城市商业规划已获中国商务部批准(ii)乙方房屋开设乙方购物广场符合前述中国商务部批准 市城市商业规划(iii) 市商务部门举行关乙方房屋开设乙方购物广场听证已完成听证结果意乙方房屋开设乙方购物广场(适)(iv) 甲方已完成协议附件五乙方进场施工条件约定乙方进场施工条件
(v) 乙方根附件五乙方进场施工条件验收合格非双方约定甲方应 年 月 日前实现条规定进场日进场日实现日甲乙双方应行签署关进场日日期确认书
The Starting Date of Construction is the date on which the following conditions are satisfied and Party B may enter the Premises for construction (the Starting Date of Construction) (i) the city commercial planning of * City has been approved by MOC (ii) Party B’s opening of Supercenter within the Premises is in conformity with the aforesaid city commercial planning of City approved by MOC (iii) Party B is granted to open its Supercenter within the Premises (if applicable) during a completed hearing process which is held by the commercial authority of City for examining Party B’s opening its Supercenter within the Premise (iv) the conditions before Party B’s starting construction as set forth in Exhibit V are satisfied by Party A and (v) Party B has inspected and accepted the conditions before Parties B’s starting construction according to Exhibit V Unless otherwise agreed by both Parties Party A will achieve the Starting Date of Construction on or before Upon the achievement of the Starting Date of Construction Party A and Party B will execute a Confirmation Letter to verify the exact date as Starting Date of Construction


52 修理清单() Repair List(I)
乙方收甲方求附件五约定进场施工条件进行验收书面通知乙方应五(5)工作日附件五乙方进场施工条件定义标准检查租赁标物符合附件五求项目（称修理项目()）列出清单（称修理清单()）交甲方进行修理甲方须收修理清单()十五(15)日完成修理项目()甲方收修理清单()十五(15)日未完成修理项目() 乙方权行决定：(i)乙方决定终止协议(ii)乙方行完成房屋乙方购物广场开业营运关必修理清单()中全部修理项目甲方应承担未履行第52条项修理义务乙方行完成修理清单()中全部修理项目产生费款项乙方委托第三方代修理修理清单()中全部修理项目甲方意乙方甲方提供实际修理方进行前述修理项目出具合法效发票甲方收前述修理项目发票两(2)日甲方应乙方支付发票金额等额款项乙方指定银行帐号
After Party B receives written notice from Party A requesting Party B to inspect the conditions before the construction as set forth in Exhibit V Party B will inspect the Leasehold Property pursuant to the standards specified in Exhibit V Conditions before Starting Construction by Party B within Five (5) working days and list out all defective items (the Defects (I)) and deliver the repair list (the Repair List (I)) to Party A Party A will cure the Defects(I) within Fifteen (15) days following its receipt of the Repair List (I) If Party A fails to cure the Defects (I) within Fifteen (15) days following its receipt of the Repair List (I) from Party B Party B may at its sole discretion either (i) terminate this Agreement or (ii) Party B itself may perform any or all repair works on the Repair List (I) pertaining to or necessary for the opening or operation of Party B’s Supercenter within the Premises Party A agrees to reimburse Party B for all expenses and costs incurred by Party B in performing any or all repair works on the Repair List (I) as a result of Party A’s nonperformance of its repair obligations under this Article 52 If Party B contracts out the repair work to a third party for any or all Defects (I) set forth in the Repair List (I) Party A agrees that Party B will provide Party A with the valid invoice issued by such third party for its performance of the said repair work Party A will make payment equal to the invoice amount to the bank account designated by Party B within Two (2) days following Party A’s receipt of said invoice for repair work


53 修理清单(二) Repair List (II)
双方交叉施工期间 乙方工程员应甲方建造工作予协助时提供陈述意见便建造工程符合附件四求规格规定求规格
In the crossconstruction period of the Parties Party B’s construction team will offer assistance on Party A’s renovation project and from time to time provide advice and comments on renovation to ensure the requirements and specifications on the renovation project in Exhibit IV Requirements and Specifications are followed

乙方收甲方求乙方验收租赁标物书面通知乙方应五(5)日附件四求规格规定标准检查租赁标物瑕疵项目符合求项目（称修理项目(二)）列出清单（称修理清单(二)）交甲方进行修理甲方须收
修理清单(二)五(5)日完成修理项目(二)甲方收修理清单(二)五(5)日未完成修理项目(二)乙方权行决定：(i) 乙方决定终止协议(ii) 乙方行完成商场开业营运关必修理清单(二)中全部修理项目甲方意承担未履行第53条项修理义务乙方行完成修理清单(二)中全部修理项目产生费款项乙方委托第三方代修理修理清单(二)中全部修理项目甲方意乙方甲方提供实际修理方进行前述修理项目出具合法效发票甲方收前述修理项目发票两(2)日甲方应乙方支付发票金额等额款项乙方指定银行帐号
Upon Party B ’s receipt of Party A’s written notice informing Party B to inspect the Leasehold Property Party B will inspect the Leasehold Property pursuant to the requirements and specifications set forth in Exhibit IV Requirements and Specifications within Five (5) days and list all defective andor nonconforming items (Defects (II)) and then deliver such repair list (the Repair List (II) ) to Party A Party A will cure the Defects (II) within Five (5) days following its receipt of the Repair List (II) If Party A fails to cure all the Defects (II) within Five (5) days following its receipt of the Repair List (II) from Party B Party B may at its sole discretion either (i) terminate this Agreement or (ii) Party B may perform by itself any or all repair works on the Repair List (II) that pertain to or are necessary for the opening or operating of Party B’s supercenter Party A agrees to reimburse Party B for all expenses and costs incurred by Party B in performing any or all repair works on the Repair List (II) as a result of Party A’s nonperformance of its repair obligations under this Article 53 If Party B contracts out the repair work to a third party for any or all Defects (II) set forth in the Repair List (II) Party A agrees that Party B will provide Party A with the valid invoice issued by the relevant third party for its performance of the said repair work Party A will make payment equal to the invoice amount to the bank account designated by Party B within two (2) days following Party A’s receipt of said invoice for repair work


54 交付日 Possession Day
租赁标物通 市关部门工程综合竣工验收合格包括消防验收合格工程综合竣工验收合格租赁标物已协议附件四约定乙方验收合格甲方乙方交付租赁标物日期应视交付日(
交付日)非双方约定甲方迟应年月日实现交付日甲乙双方需租赁标物交付日签署关租赁标物甲方根协议应交付设施交付确认书
The Possession Day refers to the date on which after the Leasehold Property has passed the construction comprehensive inspection of the relevant authority of City including the issuance of the Inspection and Acceptance Report of Fire Prevention System and Comprehensive Inspection and Acceptance Report of the Construction and has been checked and accepted by Party B according to the requirements and specifications in Exhibit IV of this Agreement then Party A will deliver the Leasehold Property to Party B for Party B’s possession (the Possession Day) Unless otherwise agreed upon by the Parties Party A will achieve the Possession Day no later than__ Party A and Party B will on the Possession Day execute a Delivery Confirmation with respect to the delivery of the Leasehold Property and the utilities required to be delivered by Party A under this Agreement


55 关文件 Relevant Documents
协议签订日前甲方必须乙方提供文件加盖甲方公章复印件提供文件原件供乙方核验：
Party A will provide Party B with copies of the following documents affixed with Party A’s official seal on or before the execution day of this Agreement and provide Party B with the originals of the following documents for Party B’s examination

(1) * 市土理部门颁发关租赁标物作商业途
甲方土权正式国土权证(包括红线图)
The official Certificate of Land Use Right (including the Red Line Map of the Land) issued by City Land Administration Bureau approving that the land subject to the Leasehold Property can be used for commercial purposes and Party A may use the land subject to the Leasehold Property

(2) 建设工程规划许证
The Construction Planning Permit

(3) 建设工程施工许证
Construction Permit

协议签订日起三十(30)日甲方必须乙方提供文件加盖甲方公章复印件提供文件原件供乙方核验：
Party A will provide Party B with copies of the following documents affixed with Party A’s official seal within the Thirty (30) days following the execution day of this Agreement and provide Party B with the originals of the following documents for Party B’s examination

(1) 建设期环保行性报告批复
Approval of the Environment Feasibility Report during the Construction Term

(2) 消防设计审核意见书
Examination Report on Fireprevention Design

(3) 租期持续效房屋租赁证
The Property Leasing Permit continuously valid for the whole Term

迟房屋交付日甲方必须乙方提供文件加盖甲方公章复印件提供文件原件供乙方核验：
Party A will provide Party B with copies of the following documents affixed with Party A’s official seal on or before the Possession Day and provide the originals of the following documents for Party B’s examination

(1) 市消防部门出具租赁标物消防系统验收合格意见书允许乙方租赁标物投入营业文件
Approval for the fireprevention system within the Leasehold Property and other documents approving Party B to start business operation in the Leasehold Property issued by the fireprevention authority of * City

(2) 工程综合竣工验收报告建设工程综合竣工验收备案证明书
Comprehensive Inspection and Acceptance Report of the construction or Filing Certificate for Construction Comprehensive Inspection and Acceptance

(3) 技术监察部门出具扶手电梯动坡道安全运行许证
Safety Operation Permit for Escalators and Travelators issued by the proper Technology Inspection Authority

(4)甲方 市供电部门签定供电协议书
Electricity Supply Contract signed with Electricity Supply Unit

迟房屋乙方购物广场开业日十(10)月甲方必须乙方提供文件加盖甲方公章复印件提供文件原件供乙方核验：
Party A will provide Party B with copies of the following documents affixed with Party A’s official seal within Ten (10) months after the Grand Opening Day of Party B’s supercenter within the Premises and provide the originals of the following documents for Party B’s examination

(1) 政府关部门颁发盖章房屋测绘图
Property Survey Report issued by the relevant governmental authority with its official seal

(2) 市房屋理部门颁发关该房屋作商业途
权甲方房屋产权证
The Certificate of Property Ownership issued by Property Administrative Bureau approving that Party A is the owner of the Premises and the Premises can be used for commercial purposes



第6条 房屋区域
Article 6 USE OF PREMISES AND OTHER AREAS

61 营活动 Business Activities
甲方承诺租赁标物占土符合中国相关法律法规规章中规定商业途包括乙方事零售营批准合法营
Party A warrants that the Leasehold Property and the land over the Leasehold Property is situated to be used for any lawful commercial business in compliance with the relevant laws regulations and rules of China including the retail business of Party B and any other duly approved lawful business


62 甲方承诺 Party A’s Warranty
甲方承诺该厦部分作工业途会影响乙方根协议房屋正常途
Party A warrants that it will not use any part of the Building for industrial purposes or any other purposes prejudicing Party B’s rights under this Agreement to use the Premises normally


63 乙方承诺 Party B’s Warranty
乙方应日常营范围正常爱护房屋部项设施防止合理产生正常损坏乙方合理房屋部设施出现损坏发生障乙方应负责该项维修必应乙方负责更换损坏设施
Party B warrants that it will properly use the facilities inside the Premises within the scope of its day to day business and protect the facilities from any abnormal damage caused by improper or unreasonable use If the Premises or its interior facilities are damaged or out of order as a result of any improper or unreasonable use by Party B Party B will repair or replace where necessary the damaged portion


64 装卸货区 Loading and Unloading Area
甲方应协议附件房屋面图求面清楚划出装卸货区范围协议租期乙方乙方供应商权专协议附件附件二示装卸货区(称装卸货区)乙方乙方供货商享免费装卸货区年三百六十五(365)天日二十四(24)时停断装卸货物专权利
The Loading and Unloading Area will be clearly marked on the ground by Party A according to the specifications shown in the Site Plan of the Premises in Exhibit I During the Term of this Agreement Party B and Party B’s vendor(s) will have the exclusive right to use the Loading and Unloading Area as specified in Exhibit I and Exhibit II (the Loading and Unloading Area) ie Party B and Party B’s vendor(s) will have the exclusive right to load and unload goods within such Loading and Unloading Area without interruption TwentyFour (24) hours a day and Three Hundred SixtyFive (365) days a year free of charges


65 停车区 Parking Lot
协议租期甲方负责理附件示停车区域保证附件示停车区域乙方提供少
( )免费汽车停车位停车区少 ( )摩托车停车位 ( )行车停车位停车区（合称停车区）甲方意租期 租期 (i) 甲方提供停车位乙方乙方员工乙方供应商收取费(ii) 甲方提供摩托车行车停车位乙方顾客收取费(iii) 乙方顾客日乙方购物广场购物票乙方购物广场营业时间前述汽车停车区免费停车百二十(120)分钟乙方顾客单次停车时间超百二十(120)分钟乙方顾客效票停车甲方权 市物价部门核准收费标准超时停车时间效票停车时间乙方顾客收取停车费前述约定情况乙方顾客停车费停车行相关争议引起索赔甲方放弃乙方索赔权利补偿乙方前述争议遭受损失
Party A will be responsible for managing the Parking Lot as specified in Exhibit I and warrants that it will provide a minimum of ( ) free car parking spaces ( ) free motorcycle parking spaces and ( ) free bicycle parking spaces (collectively as the Parking Lot) for Party B in the area specified in Exhibit I as the Parking Lot during the Term of this Agreement Party A agrees that during the whole Term (i) Party B Party B’s employees and Party B’s supplier(s) will not be charged for any fee for using all parking spaces within the Parking Lot (ii) Party B’s customers will not be charged for any fee for using the motorcycle and bicycle parking spaces within the Parking Lot (iii) Party B’s customers will during the business hours of Party B’s Supercenter may park car on the Parking Lot free of charge for One Hundred and Twenty (120) minutes upon presenting the valid shopping receipt of Party B’s Supercenter on that same shopping day If the parking time exceeds One Hundred and Twenty (120) minutes per time or no valid shopping receipt is presented Party A may charge the customer according to the price standard approved by the price administrative authority in City Under no circumstances will Party A pursue any claim or seek reimbursement of any kind from Party B for parking charges or other parking related claims by customers against Party B Party A will compensate Party B for any loss suffered by Party B in connection with any parking related disputes


66 沃尔玛室外公区 WalMart’s Outdoor Public Area
协议租期乙方权免费专协议附件附件二示沃尔玛室外公区(沃尔玛室外公区)甲方意甲方应沃尔玛室外公区部分出租第三方乙方权免费沃尔玛室外公区乙方商品宣传零售娱乐活动沃尔玛室外公区日常维护甲方负责承担相关费果沃尔玛室外公区绿化带甲方承诺交付日沃尔玛室外公区绿化符合政府关部门规定绿化物状态符合政府关部门求甲方应负责更换
During the Term of this Agreement Party B may exclusive use of WalMart’s Outdoor Public Area as shown in Exhibit I and Exhibit II (WalMart’s Outdoor Public Area) free of charge Party A agrees that Party A will not lease out any part of WalMart’s Outdoor Public Area to any third party and Party B is entitled to use WalMart’s Outdoor Public Area free of charge to hold Party B’s brand promotion and retail entertainment activities Party A will be responsible for the daily maintenance of WalMart’s Outdoor Public Area at its own costs If there is landscaping in WalMart’s Outdoor Public Area Party A warrants that on the Possession Day the landscaping in WalMart’s Outdoor Public Area will be in compliance with the regulations of the relevant governmental authorities In case that the landscaping does not meet the requirements of the government authorities Party A will be responsible for the replacement thereof


67 乙方装修 Party B’s Decoration
671 甲方意协议第51条定义进场日起乙方权进入房屋进场日协议租期届满前时候房屋进行乙方认必添置安装设施设备进行装修包括限房屋进行室隔间天花板墙面面装修装饰房屋进行乙方认适符合标准母公司全球统标准装修活动安装添加拆改装设备器具设施线路悬挂物标志标识牌等物品等等（称乙方装修）乙方进行乙方装修应视根协议规定房屋部设施正常非该等乙方装修活动违反法律法规禁止性规定否甲方应予限制干预
甲方应保证乙方根需晚间进行乙方装修
Party A agrees that Party B may enter into the Premises upon the Starting Date of Construction as set forth in Article 51 of this Agreement and at any time from the Starting Date of Construction through the expiration of the Term of this Agreement to install any equipment appliances or facilities in the Premises and decorate the Premises including but not limited to indoor partitions ceilings walls and floors as well as conduct any decoration work in the Premises which is deemed appropriate and consistent with its standards or its parent company’s worldwide uniform standards such as to install add remove or alter any of the equipment appliances facilities lines hanging objects signs sign boards and any other similar objects (the Party B’s Decoration) Party B’s Decoration will be regarded as part of the normal use of the Premises and its facilities in compliance with the terms of this Agreement Unless such Party B’s activities violate the regulatory requirements of laws or regulations of PRC Party A will not intervene with such decoration activities Party A will guaranty Party B’s right to do Party B’s Decoration when and where Party B considers it necessary including nighttime hours

672 果中国法律政府规定乙方装修应报批准应通招标形式进行需甲方名义申请办理手续应甲方负责办理外乙方应行办理相关手续甲方应协助乙方政府机构获进行完成等乙方装修必需相关许批准登记乙方装修审批发生费乙方承担
If according to the laws of PRC or the regulations of the local government the approval from government authorities or the invitation to bid is required for Party B’s Decoration except that the procedures which are required to be applied or handled in the name of Party A will be handled by Party A Party B will go through all the required relevant procedures by itself However Party A will assist Party B in obtaining necessary permits and approvals from and registrations with government authorities for conducting and completing Party B’s Decoration Party B will be responsible for the expense incurred in connection with the approval of Party B’s Decoration

673 第671条进行乙方装修成果应动视作乙方财
物甲方应乙方装修乙方收取额外租金
All the outcome of Party B’s Decoration under Article 671 will be automatically regarded as Party B’s property and Party A will not charge Party B extra rent for Party B’s Decoration

674 乙方装修限制 Limitation on Party B’s Decoration
乙方装修理损坏甲方已施工完毕公设施厦结构影响公设施正常正常维护维修保养乙方厦公设施进行改装必须事先征甲方书面意
Party B’s Decoration will not cause for any reason damage to the public facilities or structural integrity of the Building that has been completed by Party A nor interfere with the normal operation repair or maintenance of the public facilities Any alteration to the public utilities of the Building by Party B will be conducted with the prior written consent of Party A


68 房屋外标识牌 Signage Boards Outside the Premises
政府关部门批准乙方协议附件附件二确定位置树立沃尔玛山姆会员商店标识牌乙方免费附件二示房屋外墙位置树立四(4)块乙方标识牌二(2)块乙方分租户标识牌乙方行决定标识牌果乙方需行增加标识牌应甲方意该获意求理拒绝双方协商确认乙方权附件附件二示该房屋厦公区域设立促销时标识牌须甲方支付费妨碍甲方产权承租相应物业根政府规定需办理安装标识牌许甲方应协助乙方取关政府部门安装标识牌许
Party B may upon approval of relevant governmental authorities install the signage boards of WALMART or SAM’S CLUB in the places specified in Exhibit I and II of this Agreement Party B may erect free of charge Four (4) signage boards for itself and Two (2) for its subtenants or other signage boards it deems appropriate on the exterior walls of Premises as shown in Exhibit II For any other additional signage boards Party B will obtain the consent of Party A provided however such consent will not be unreasonably withheld Upon mutual agreement and confirmation by both Parties Party B will also have the right to erect any temporary signage boards for promotional purpose in the common areas of the Premises and the Building as shown in Exhibit I and Exhibit II of this Agreement and will not be obligated to pay any fee for this to Party A provided erection of such temporary signage boards will not prevent Party A or other property owners or tenants from utilizing the related property If a permit is required for the erection of the signage boards according to the local governmental regulations Party A will assist Party B to obtain such permit from the relevant government authority



69 标识牌权 Ownership of the Signage Boards
乙方筹资金安装全部标识牌乙方担费设置标识牌均属乙方财产乙方时清乙方应遵守政府户外标识牌制
Party B will install all of its signage boards at its own expense All signage boards installed by Party B at its own cost will be the property of Party B and may be removed at any time by Party B Party B will abide by the administration and control of the local government on outside signage boards


610 进出权 Right of Access
事先书面通知乙方甲方权乙方正常工作时间乙方关员起进入房屋房屋进行检查房屋作出必维修紧急情况外该书面通知应提前四十八(48)时送达乙方甲方进行述检查维修时合理干扰乙方业务乙方种检查维修遭受合理损害损失
Upon prior written notice to Party B Party A may enter the Premises accompanied by the relevant representative(s) of Party B during the normal business hours of Party B to inspect the Premises and conduct any necessary repair to the Premises The written notice will be delivered to Party B FortyEight (48) hours prior to Party A’s entrance into the Premises unless there is an emergency Party A will not however in conducting such inspection or repair unreasonably disturb the business of Party B or cause any unreasonable damage or loss to Party B


第7条 租赁标物维修修复
Article 7 MAINTENANCE AND RESTORATION OF LEASEHOLD PROPERTY

71 租赁标物维护维修 Leasehold Property Maintenance & Repair
协议租期乙方应负责房屋日常维护乙方房屋前述维护义务仅限正常引致磨损租赁标物维护维修甲方负责乙方义务租赁标物作维护修理更新包括限租赁标物结构维修维护义务房屋意外损坏作出修理
During the Term of this Agreement Party B will be responsible for the daytoday maintenance of the Premises Party B’s maintenance obligations only apply to deterioration caused by normal wear and tear Party A will be responsible for all other maintenance and repair of the Leasehold Property Party B will have no obligation to perform any other maintenance repair or replacement including but not limited to maintenance for and repairs to the structural integrity of the Leasehold Property or repair of any damage to the Leasehold Property caused by any accident


72 设施维护维修 Maintenance & Repair of the Facilities：
721 甲方责 Party A’s Liabilities
(1) 甲方应根协议附件七乙方甲方维保职责约定应承担 维护维修职责包括：
Party A’s maintenance and repair responsibilities under Exhibit VII Responsibilities of Maintenance and Repair between Party A and Party B are summarized as follows

a) 协议租期甲方负责租赁标物甲方提供消防设 施供水设施供电设施煤气设施采暖设施空调设施系统(称保修设施) 维护维修更换承担产生全部费款项
During the Term of this Agreement Party A at its sole expense will be responsible for the annual inspection and the maintenance repairs and replacement of the fireprevention facilities water supply facilities power supply facilities gas supply facilities heating system and airconditioning system that are originally provided by Party A in the Leasehold Property
(the Warranted Facilities)

b) 甲方应承担租赁标物结构维护维修承担产生 全部费款项
Party A will at its sole expense be responsible for the normal maintenance and repair to the structural integrity of the Leasehold Property

c) 甲方应承担沃尔玛室外公区保安保洁停车场理 （包括保安清洁）承担沃尔玛室外公区停车区设备 设施日常维护源消耗
Party A will be responsible for safeguarding and cleaning of WalMart’s Outdoor Public Area and management of the Parking Lot (including safeguarding and cleaning) as well as normal maintenance of the facilities within WalMart’s Outdoor Public Area and the Parking Lot and bear all power consumption expenses incurred therefrom

d) 甲方应承担租赁标物甲方投资建设设备设施维 护维修更换承担产生全部费
Party A will at its sole cost be responsible for the maintenance repair and replacement of the equipment and facilities invested and installed by Party A within the Leasehold Property

(2) 甲方负更换责设备设施出现列情形时 起四十五(45)日更换完毕承担产生全部费：
Upon the occurrence of the following Party A will at its sole costs within Fortyfive (45) days complete the replacement of the equipment and facilities which is Party A’s obligation to replace
a) 需进行法定检验(电梯年检)设备维修达合格 标准领取合格证许证应立更换
If the equipment and facilities required to pass statutory inspection such as elevator annual inspection fails to be granted the quality certification andor operation permits even if with necessary repairs done such equipment and facilities will be replaced immediately

b) 需进行法定检验设备出现运行障具备法定资格检测机构检测符合标准应立更换
If the equipment and facilities free from statutory inspection are not available for normal use such equipment and facility will be replaced immediately if it is not in conformity with operation regulations as tested by the competent inspection authority

c) 说明书标明期限设备期限届满应立 更换
The equipment and facilities with useful life due as set forth in the operation manual elapses will be replaced immediately

d) 存质量问题法法修复设备应立更 换
The equipment and facilities which have malfunctioned and are unrepairable due to quality problems will be replaced immediately

(3) 述设备更换具备法定资格检测机构检测证明系乙方 造成损坏需进行乙方负责更换承担该设备更换费
If any of the above mentioned replacements are caused by Party B’s improper use of the equipment and facilities as certified by the competent inspection authority Party B will be liable for such replacement and bear the costs incurred

(4) 清洁清废物 Cleaning and Garbage Disposal
甲方应协议项双方意接受标准厦处清洁状态包括甲方应负费年清洁厦外墙两(2)次保持清洁状态房屋外垃圾日常清工作甲方（包括指定第三方）进行产生费款项甲方承担
Party A will keep the Building in clean condition consistent with the agreed standards that have been agreed to and accepted by the Parties in this Agreement including Party A will at its sole expense be responsible for cleaning the exterior walls of Building Twice (2) each year and keeping the exterior walls in clean condition Party A (including any third party designated by Party A) is fully responsible for daily garbage disposal over the area outside the Premises and
Party A will bear all expenses incurred

722 乙方责 Party B’s Liability：
(1) 房屋甲方投资建设移交乙方设备设施日常清洁
乙方负责承担产生费款项
Party B at its sole cost will be responsible for daily cleaning of the equipment and facilities within the Premises which are installed and provided by Party A for Party B’s use

(2) 乙方负责进行房屋清洁工作包括时清房屋丢
弃物废弃物品时房屋丢弃物废弃物品清厦外甲方确定垃圾站产生费乙方承担
Party B will be responsible for the cleaning work within the Premises including cleaning all wastes and scraps within the Premises and whenever necessary cleaning up such waste and scraps within the Premises to the garbage disposal center outside the Building designated by Party A and Party B will bear the expenses incurred from such cleaning work

(3) 负责聘房屋乙方购物广场保安员安装认适乙方购物广场保安工作防盗报警监控系统等安全设施乙方保安员负责乙方房屋乙方购物广场营运关保安工作
Party B will be responsible for the recruitment of the security personnel for Party B’s Supercenter within the Premises and security system installation such as antitheft alarming system monitoring system etc within Party B’s Supercenter Party B’s security personnel will be responsible for safeguarding the Premises and the normal operation of Party B’s Supercenter


73 维修维护义务履行Performance of Maintenance and Repair Obligations
731 甲 方 Party A
协议租期甲方应全面履行协议第71条第72条附件七规定甲方维修维护义务职租赁标物保修设施进行维修维护检修甲方发现导致租赁标物保修设施正常情形应甲方发现
两(2)时维修完状态发现前述期限维修完情形应取乙方书面意迟发现日十(10)日双方行书面约定时限维修完正常状态前述双方行约定维修时限长应超三十(30)天
During the Term of this Agreement Party A will fully perform its maintenance and repair obligation(s) as set forth in Article 71 and Article 72 and Exhibit VII of this Agreement and will repair maintain and inspect the Leasehold and Warranted Facilities with due care If Party A discovers any circumstance which may cause the Leasehold Property andor the Warranted Facilities to become unavailable for normal use Party A will repair and restore the Leasehold and the Warranted Facilities to good and usable condition within Two (2) hours after its discovery of such circumstance If Party A cannot complete such repair within the time limit Party A will upon written consent from Party B repair and restore the Leasehold and the Warranted Facilities to the good and usable condition within Ten (10) days after the day of the discovery of such circumstances or other timelimit agreed by the Parties in writing however such timelimit agreed by the Parties will not exceed Thirty (30) days

732 乙 方 Party B
协议租期乙方发现导致租赁标物保修设施正常情形应快通知甲方甲方应乙方发出维修通知两(2)时正常租赁标物保修设施维修完状态障法前述时限维修完甲方应取乙方书面意迟乙方发出维修通知十(10)日双方意时限租赁标物保修设施维修完正常状态前述双方行约定维修时限长应超三十(30)天
During the Term of this Agreement if Party B discovers any circumstance that may cause the Leasehold Property andor Warranted Facilities unavailable for normal use Party B will notify Party A as soon as possible Party A will repair and restore the Leasehold Property and Warranted Facilities to good and usable condition within Two (2) hours following the issuance of Party B’s repair notice If such unusable situation can not be fixed within the time limit Party A will upon written consent from Party B repair and restore the Leasehold Property and Warranted Facilities to good and usable condition within a period no longer than
Ten (10) days or other time limit agreed by the Parties after the issuance of such repair notice by Party B however such timelimit will not exceed Thirty (30) days

733 甲方未第7条条规定时间履行相关维修义务乙方权选择：(i)行维修求甲方乙方支付：(a)乙方租赁标物保修设施维修完状态产生维修费(b)相前述维修费两(2)倍金额作违约金前述维修费违约金月份起乙方月份应甲方支付租金中全额扣直该等维修费违约金全部抵扣完毕止情形月份抵扣租金款项应视该月第(1)日乙方甲方已支付租金款项甲方应乙方提供协议第43条规定乙方发生抵扣月份全额应付租金等额租金发票乙方甲方提供违约金额相等额法律规定合法效票(ii)求甲方维修乙方选择(i)(ii)甲方均权收取租赁标物保修设施正常期间范围租金期间范围乙方造成直接损失（）承担赔偿责维修乙方营业时间进行甲方须事先书面通知乙方应避免乙方运营造成干扰
If Party A fails to perform its relevant repair obligations within the time limit as set forth in Article 7 Party B may (i) carry out the repair itself and request Party A to pay Party B (a) the repairing costs incurred by Party B in its restoring the Leasehold Property andor Warranted Facilities to good and usable condition and (b) an amount equal to twice (2) repair costs as liquidated damages for Party A’s breach and deduct the repair costs and liquidated damages from the full rent of the immediate following months payable by Party B to Party A until such repair costs and liquidated damages have been fully offset Under such circumstance the amount deducted from the Rent of a month will be deemed the amount of the Rent paid on the first (1st) day of the month and Party A will still provide Party B with a leasing invoice with the amount equal to the full amount of the Rent due for the relevant months in which such deductions take place as set forth in Article 43 of this Agreement and Party B will issue to Party A a lawful and valid invoice or receipt for an amount equal to the liquidated damages deducted hereof
or (ii) request Party A to perform the repair Whichever Party B chooses from the aforementioned (i) or (ii) Party B will not be charged the Rent for the period when and to the extent where the Leasehold Property or the Warranted Facilities are not available for normal use and Party A will compensate Party B for direct losses incurred by Party B during such period and to such extent If any repair is to be carried out during the business hours of Party B a prior written notice will be given by Party A to Party B and Party B’s business will not be interfered

734 维修争议解决 Resolution of Dispute Arising from Repair
协议租期租赁标物设施（包括甲方提供设施乙方完成新建改装更换部分）等出现导致乙方正常情形甲方应负维修维护义务部分述规定期限维修维护甲方认属维修维护范围应收乙方维修通知书立书面形式告知乙方甲方未予书面告知进行维修维护乙方权选择行维修维护聘请权机构鉴定确定维修维护责方该维修维护费鉴定费乙方造成损失维修维护责方承担
During the Term of this Agreement if any problem causes the Leasehold Property and the facilities (including facilities provided by Party A and those added altered or replaced by Party B) not to be available for normal use by Party B Party A will within the time period mentioned above carry out the repair and maintenance for those parts that are within its maintenance and repair obligations If Party A believes that such circumstance falls out of its maintenance and repair obligation Party A will notify Party B in writing immediately after its receipt of Party B’s repair notice If Party A does not give written notice to Party B nor carry out the repair and maintenance Party B may perform such repair and maintenance and retain an authorized unit to determine responsibility for the repair and maintenance Such maintenance and repair costs fees paid to the authorized unit and any loss suffered by Party B will be borne by the Party responsible for the repair and maintenance


74 保 险 Insurance
甲方应行购买保险：A)房屋重置价值该房屋购买财产切险保单格式切险B)公众责险附加广告牌装饰物扩展条款电梯责条款交叉责扩展条款该公众责险保单次事责赔偿限额百万美元
(US100000000)承保期限责赔偿限额限额甲方乙方提供关保险事宜单证原件供乙方审核复印存档甲方负责保持前述保险租期持续效甲方承诺财产切险公众责险保单附加保险公司放弃代位求偿权扩展条款放弃财产切险公众责险引起乙方代位追偿权投保保险公司符合中国关法律法规保险公司未乙方事先书面意甲方保险公司取消协议项房屋关保单修正保单项容甲方应乙方列前述全部保单保险受益甲方未乙方列保单保险受益甲方意果前述财产切险保险公众责险保险范围原乙方蒙受损失甲方愿意关保单项保险范围赔偿原赔偿乙方实际损失乙方根需房屋部装修改进设施库存现金形资产公责购买保险
Party A will at its sole cost and expense purchase (i) Property All Risk Insurance for the Premises with the Policy Form of Property All Risk at the replacement andor reinstatement value of the Premises and (ii) Public Liability Insurance which will include an Advertising Sign and Decorations Extension Clause Elevators Liability Extension Clause and Cross Liability Extension Clause The limits of indemnity for each insured event under the Public Liability Insurance will be One Million US Dollar (US100000000) and no limits on the sums of limits of indemnity during the valid policy term Party A will provide Party B with all the original insurance documents for Party B’s inspection photocopy for record keeping and will keep such Insurance Policies in full force and effect at all times during the Term of this Agreement Party A ensures to include the insurance carrier’s Waiver of Subrogation Right in the Property All Risk Insurance Policy and Public Liability Insurance Policy by which the insurance carrier waives its Subrogation Right against Party B The insurance carrier will be a qualified insurance company under relevant laws of the PRC Without the prior written consent of Party B neither Party A nor the insurance carrier will cancel the Insurance Policies or modify any terms of the Insurance Policies relating to the Premises under this agreement Party A will name Party B as an additional insured or beneficiary of all the Insurance Policies If Party A does not name Party B as an additional insured or beneficiary of any of the
Insurance Policies Party A agrees to indemnify Party B for any actual losses arising from any event covered by the Property All Risk Insurance or Public Liability Insurance in accordance with the insurance coverage and compensation principles stipulated in the relevant Insurance Policies Party B may purchase insurance for internal renovations improvements inventory cash and other physical assets within the Premises and public liability


75 修复房屋 Restoration of Premises
果厦部分受损坏甲方应时厦受损部分进行修复甲方未厦损坏协议约定求时修复致乙方法继续营业乙方权受损失甲方索赔权终止协议
If any portion of the Building is damaged Party A will restore the damaged portion of the Building back to its original condition immediately in accordance with this Agreement If Party A fails to repair the Premises or the Building in a timely manner after the Building is damaged and as a result it is impossible for Party B to continue its business operations Party B may claim against Party A for all losses suffered and to terminate this Agreement


76 免 租 Rent Exemption
房屋受损坏毁损宜出租时起修复工程竣工三十(30)日止甲方应免收租金时乙方承担根中国法律甲方作租赁标物应承担费税金房屋部分受损坏毁损乙方受影响部分区域正常事营甲方应免收房屋受损坏毁损起修复工程竣工三十(30)天止乙方未开业营部分面积租金乙方原造成房屋出现前述情况乙方享免租权利果甲方原造成供电供水中断甲方引致严重事乙方法继续正常营业乙方法正常营业期间甲方应免收租金应赔偿乙方遭受全部损失(包括限实际损失预期收益)乙方权甲方应付租金中相应扣受全部损失相款项直全部损失抵扣完毕止月份抵扣租金款项应视该月第日乙方甲方已支付租金款项甲方应协议第4
4条约定乙方履行提供月租金等额租金发票义务
Party A will not charge Rent during the period from the time the Premises is damaged destroyed or not tenantable until Thirty (30) days after the restoration is completed and Party B will not be obligated to pay any taxation andor fee payable by Party A as the owner of the Leasehold Property in accordance with the relevant PRC laws and regulations If the Premises is partially damaged or destroyed and Party B can still operate its business in the unaffected area Party A will not charge the Rent for the damageddestroyed area (on which Party B cannot operate its business) during the period from the time the Premises is damaged or destroyed until Thirty (30) days after the completion of restoration However if such damage is caused by Party B Party B will not enjoy the rent exemption If any interruption of the power and water supply or any serious accidents attributable to Party A and as a result it is impossible for Party B to continue its normal business operations Party A will not charge the Rent for the period during which Party B is unable to run its business operations as normal and will indemnify Party B for all losses (including but not limited to the actual losses and any anticipated profits) suffered by Party B Party B is entitled to offset the amount equal to all its losses from the Rent payable to Party A in the subsequent month(s) until the total losses have been offset in full The amount deducted from the Rent of a month will be deemed the amount of the Rent paid on the first day of the month and Party A will still perform its obligation to provide Party B with the leasing invoice in an amount equal to the monthly Rent according to Article 44 of this Agreement


第8条 厦
Article 8 THE BUILDING

81 建设限制 Construction Restriction
甲方承诺甲方厦红线范围(备注：1红线图指土权出转程中政府规划部门制定划定范围四图2红线范围指四红线划定范围土权该区域土权)房屋结构影响扩建安装改建必须事先取乙方书面意方案报请关政府部门批准方进行必甲乙双方应行签署相应书面协议
Party A warrants that in the area within the Red Lines of the Building (Note 1 The Red Line Map means the map made by the governmental planning authorities for delimiting the boundaries of the four sides of a land during transfer or assignment of land use right 2 The Red Line Area means the area whose four boundaries are marked by Red Lines and within such area the land user has the right to use the land) any addition installation or alteration which may affect the structure of the Premises will be subject to the prior written consent of Party B and the approval of the relevant government authority Party A and Party B will enter into a separate agreement in writing for such purpose where it is necessary


82 厦维护 Maintenance of Building
甲方应厦甲方部分厦房屋相连厦房屋影响外围部分构筑物保持良状态行支付相关费部分包括限厦结构外墙房屋屋顶房屋面（面仅限甲方工程质量存问题造成情况）消防系统道线公明设备红线界面(包括红线面)停车场
Party A will at its sole cost and expense maintain in good condition any portion of Building owned by Party A the Premises and any exterior erection and structure adjacent to or affecting the Building and the Premises including without limitation the structure of the Building and the Premises exterior walls roofs floors (for floors only to the extent of defects in Party A’s construction) of the Premises fire prevention systems pipes and ducts public lighting system area within the Red Lines (including floor within the Red Lines) and the Parking Lot

甲方应负费厦消防系统处正常安全运行状态包括限确保厦消防通道消防途确保厦消防出口年三百六十五(365)天日二十四(24)时间断正常安全通行
Party A will at its sole expense and cost be responsible for keeping fireprevention system in normal and safe condition including but not limited to securing the fireexit road within Building for fireprevention purpose only to keep the fire exits within Building in normal and safe use without interruption TwentyFour (24) hours a day and Three Hundred SixtyFive (365) days a year

甲方未履行条项维护维修义务收乙方书面通知十(10)日內未予纠正乙方权行维修维护求甲方乙方支付：(i)乙方进行维修维护产生维修费(ii)相前述维修费两(2)倍金额作违约金前述维修费违约金乙方应甲方支付租金中扣直该部分维修费违约金抵扣完毕止乙方应甲方提交维修维护容清单够证明支出维修费书面文件情形月份抵扣租金款项应视该月第日乙方甲方已支付租金款项甲方应协议第44条约定乙方履行提供月租金等额租金发票义务
If Party A fails to perform its obligations of maintenance and repair under this Article and fails to cure such failure within Ten (10) days following Party B’s written notice Party B itself may carry out such maintenance and repair and request Party A to pay Party B (i) the repairing costs incurred from Party B’s maintenance and repair and (ii) an amount equal to Twice (2) repair costs as breach charge for Party A’s breach Party B may deduct the aforesaid repairing costs and breach charge from Rent payable by Party B to Party A until such repairing costs and breach charge have been fully satisfied Party B will provide Party A with the repair list and written proof of the costs of repairs Under such circumstance the amount deducted from a month will be deemed the amount of the Rent paid on the first day of the month and Party A will still perform its obligation to provide Party B with leasing invoice for an amount equal to the monthly Rent according to Article 44 of this Agreement


83 排 性 Exclusivity
非事先取乙方书面意否甲方厦房屋部分房屋周围占控制物业部分出租事乙方乙方子公司关联公司母公司业务相竞争营业态形式乙方营业态形式相相似(购物广场会员店社区店)营者甲方保证(i)厦房屋部份內会事允许事违法道德正途赌博危险性剧毒性产生噪音危害性行业业务导致乙方乙方分租户受滋扰便损害途(ii)协议明确约定外厦公区域出租营促销
Party A will not without the prior written consent of Party B lease any part of the Premises and the Building or any part of any property adjacent to the Premises controlled or possessed by Party A to any party who engages in a business identical or similar in business form to or with that of Party B (such as supercenter clubs neighborhood market) and who is in competition with the business of Party B or any of its subsidiaries affiliates or parent company’s business Party A undertakes (i) not to use cause or permit third Party to use any part of the Building and Premises for any illegal immoral or improper purpose or for gambling or any dangerous noxious noisy or offensive trade or business or any purposes whatsoever in any way that may cause any nuisance annoyance inconvenience damage or damages to or suffered by Party B and Party B's sublessee and (ii) not to lease to any party the common area within the Building for its business or promotion unless otherwise provided in this Agreement expressly


第9条 税 费
Article 9 TAXES AND LEVIES

91 甲方责 Party A’s Liabilities
甲方应负责支付切厦房屋沃尔玛室外公区停车区关房产税土费房屋租赁理费房屋租赁手续费
Party A will be responsible for the payment of all property taxes land use fees property lease administration fees andor property lease registration fees in connection with the Building the Premises WalMart’s Outdoor Public Area and the Parking Lot


92 乙方责 Party B’s Liabilities
乙方应负责支付房屋事零售业务营业务引起切税费
Party B will be responsible for the payment of all taxes and fees arising from its retail business operation and other taxes pertaining to Party B’s business within the Premises


93 税费 Other Taxes and Levies
签订履行协议必需双方利益支出行政性费中国法律该等费承担者未明确规定该等费双方半承担协议约定者外
Unless otherwise agreed in this Agreement each Party will bear one half of other administration fees which are necessary for the execution and performance of this Agreement and is paid for the mutual benefit of the Parties unless the Chinese laws and regulations stipulate which party must bear such fees


第10条 公设施
Article 10 PUBLIC UTILITIES

101 提供设施 Provision of Utilities
甲方交付乙方房屋应协议附件四求接必公设施包括限供水污水排放电力煤气电话线接口线电视接口DDN专线动扶梯公设施容量规格须满足协议附件四求
The Premises delivered to Party B by Party A will be properly connected to all necessary utilities including but not limited to the facilities for the supply of water sewage disposal electricity gas telephone connection cable TV connection DDN and any escalators in accordance with Exhibit IV The capacities and specifications of such utilities will meet the requirements set forth in Exhibit IV


102 费 Charges
接通电话线路线电视开户DDN专线申请费乙方负责乙方应直接提供公设施服务机构相关收费部门支付房屋水费排污费煤气费电费电话费DDN专线费线电视收视费乙方营运关设施费
The application fees for telephone services Cable TV and DDN dedicated lines will be borne by Party B Party B will pay the charges directly to the utilities service suppliers or relevant departments for the use of all water sewage disposal electricity gas telephone cable TV DDN and other utilities arising from Party B’s operations


第11条 陈述保证
Article 11 REPRESENTATIONS AND WARRANTIES

111 甲方陈述保证 Representations and Warranties by Party A
甲方乙方陈述保证：
Party A represents and warrants to Party B that

(1) 甲方绝拥房屋权租赁标物附连土唯合
法权甲方确认协议签署日前租赁标物占土土权存抵押担保权益形式法律羁绊协议租期甲方乙方事先书面意乙方提交格式协议附件八示容乙方接受抵押权保证函方银行第三方抵押租赁标物相关权益该抵押情况影响乙方协议租期根协议条件条款占控制租赁标物权利包括占控制房屋沃尔玛室外公区停车区权利协议租期甲方租赁标物抵押进行变更前租赁标物产生法律羁绊前应乙方事先书面意应乙方提交抵押权书面承诺抵押权应该书面承诺中意(i)抵押权利属协议协议项全部条款条件该抵押情况会影响乙方协议租期根协议条款条件占控制租赁标物权利包括占控制房屋沃尔玛室外公区停车区权利(ii)乙方权协议租期继续享执行协议附加条件(iii)抵押权实现抵押权（包括变现方式实现抵押权）时抵押权保证乙方乙方关联方乙方指定第三方变现作抵押物租赁标物享优先购买权(iv)抵押权实现抵押权时 抵押权条件保证租赁标物继权全面履行甲方协议项义务
Party A absolutely owns all the rights to the Premises and is also the only lawful user of the land put of the Leasehold Property under this Agreement Party A warrants that the Leasehold Property and the use right to the relevant land are not under any mortgage and are not under any other manner of security interest or legal encumbrance on or before the execution of this Agreement During the Term of this Agreement Party A is entitled to mortgage the Leasehold Property or the relevant interest to any bank or any third party subject to the prior written consent of Party B and submission of the mortgagee’s Guaranty Letter the form of which is consistent with Exhibit VIII of this Agreement and the content of which is accepted by Party B However such mortgage will not in any case affect the rights of Party B to possess control and use the Leasehold Property including the right to possess control and use the Premises WalMart Outdoor Public Area and Parking Lot during the Term in accordance with the terms and conditions of this Agreement During the Term of this Agreement before Party A alters a mortgage or establishes any manner of other legal encumbrance relating to the Leasehold Property Party A will obtain Party B’s prior written consent and will provide Party B with a written warranty from the mortgagee (i) its rights under the mortgage will be subordinate to this Agreement and the conditions and terms contained herein By no means will such mortgage hinder or hamper Party B’s rights to possess control and use the Leasehold Property including the right to possess control and use the Premises WalMart Outdoor Public Area and Parking Lot under this Agreement during the Term (ii) Party B will during the Term continue enjoying the rights provided under this Agreement without any additional obligations (iii) when the mortgagee realizes its mortgage right (including realizing its mortgage through foreclosure) mortgagee warrants that Party B any affiliates of Party B or the third party designated by Party B will have the right of first refusal to purchase the Leasehold Property and (iv) when the mortgagee realizes its mortgage right through foreclosure the mortgagee warrants without any condition that the successive owner of the Leasehold Property will fully perform all of Party A’s obligations under this Agreement

(2) 甲方已获关政府部门合法授予租赁标物附连土土
权甲方应负税费该土权效期限会初始租期加全部续约期期限届满前届满
Party A has been legally granted the land use right of the land subject to the Leasehold Property from the proper government authority and Party A shall be responsible for all the tax and levies to ensure the term of such land use right will not expire during the Initial Term and all the Extension Periods

(3) 甲方已付清租赁标物附连土土权出金
相关税费
Party A has paid in full the fee for the grant of the land use right and all taxes or fees related to the land use right of the piece of land occupied by the Leasehold Property

(4) 房屋法商业途乙方协议项租赁标物
受限制甲方权协议规定房屋出租乙方
The Premises can be legally used for commercial purpose and Party B’s use of the Leasehold Property under this Agreement is not subject to any restriction Party A has the right to lease the Premises to Party B in accordance with the provisions of this Agreement

(5) 协议租期乙方根协议约定合法目
租赁标物权利均受甲方现未合安排限制
Party B’s use of the Leasehold Property in accordance with this Agreement for any lawful purpose during the Term of this Agreement is not subject to any restriction under any existing or future contract or any other arrangement of Party A

(6) 租赁标物土含危险废料毒物质环境污
染物
The Leasehold Property and the land occupied by the Leasehold Property contain no hazardous wastes toxic materials or environmental pollutants

(7) 代表甲方签署协议甲方法定代表甲方适授权
代表
The person executing this Agreement on behalf of Party A is the legal representative or the properly authorized representative of Party A

(8) 甲方保证取包括限协议规定出租租赁标物
需切政府许批文
Party A warrants to obtain all government permits and approvals required for leasing the Leasehold Property including but not limited to those set forth in this Agreement and

(9) 甲方保证协议签署日三十(30)日负费协 议报政府房产理部门备案办理租赁登记乙方出示提交租赁备案登记已适完成证明文件
Party A will file and register this Agreement with the local Real Estate Administration Authority within Thirty (30) days following the execution of this Agreement and to present and submit to Party B the proof of the proper completion of such lease filing and registration


112 甲乙双方陈述保证 Representations and Warranties of the Parties
甲方乙方确认接受列容属协议项重条款列条款违反构成严重违反协议：
Party A and Party B confirm and accept that the following provisions are essential to this Agreement A violation of any of these terms will be considered a material breach of this Agreement

(1) 双方意确认履行协议双方协议（该等 协议）程中履行协议协议产生义务程中双方聘童工罪犯劳教员
Both Parties confirm and agree that both Parties will not employ nor use child labor andor criminals andor persons undergoing the correction in the implementation of this Agreement or other agreements (if any) between the Parties or in the performance of the obligations arising from or in connection with this Agreement or the other agreements

(2) 双方意确认履行协议双方协议（该等协议）程中履行协议协议产生义务程中双方强制劳工生产劳动
Both Parties agree that the Parties are prohibited from forcing labor to make products and or work in the implementation of this Agreement or other agreements (if any) between the Parties or in the performance of the obligations arising from or in connection with this Agreement or the other agreements


113 反腐败责 AntiCorruption
协议方意根协议进行商务活动程中协议资产关事项中方严格遵守中国反腐败反贿赂法律规定甲方乙方声明保证承诺没会甲方根协议进行活动程中协议资产关事项中直接间接：(i) 政府官员政府雇员公机关雇员(ii) 政政官员候选获保持某项业务利益甲方全资拥部分权关联公司业务活动中支付承诺支付表示会支付款项转价物品双方意图禁止贿赂商业贿赂接受默许索贿违法获取业务方式目该等效果付款价物转甲方：(a) 协议收款付款财务账册记录中作准确完整记载 (b) 授权乙方乙方代表协议租期协议终止结束(1)年正常工作时间查阅该等财务账册记录检查甲方遵守条约定情况
Each Party agrees that it will take no action in violation of the Chinese anticorruption laws and regulations in relation to the business or assets or its activities under this Agreement Party A hereby represents warrants and covenants to Party B that it has not and will not in connection with any activities and assets under this Agreement make or promise or offer to make any payment or transfer of anything of value directly or indirectly (i) to any government official andor any employee of any government or any public authority or (ii) to any political party or officials or candidates thereof in connection with any of its business activities or the business activities of its wholly or partiallyowned affiliates in order to obtain or retain business or to secure any improper advantage It is the intent of the Parties that no payments or transfers of value will be made which have the purpose or effect of public or commercial bribery acceptance of or acquiescence in extortion or other unlawful or improper means of obtaining business Party A will (a) maintain accurate books records and accounts for all payments received and all payments made under this Agreement and (b) grant to Party B and its representatives access to such books records and accounts during normal business hours for the life of this Agreement and for One (1) year thereafter for the purposes of auditing compliance by Party A with this Article

甲方身甲方董事理员职员雇员代理代表违反中国反腐败反贿赂法律法规行甲方关联公司身甲方关联公司董事理员职员雇员代理代表违反中国反腐败反贿赂法律法规行导致乙方身乙方董事理员职员雇员导致乙方关联公司身关联公司董事理员职员雇员蒙受民事损失 甲方应赔偿乙方乙方关联公司前述全部损失
If Party B andor any of its directors officers or employees andor any of its affiliates andor any directors officers or employees of such affiliates suffer civil damages or losses due to any violation of any applicable Chinese anticorruption laws and regulations by Party A its directors officers employees agents or other representatives or any of its affiliates or any of their directors officers employees agents or other representatives Party A will indemnify Party B and its affiliates for all such damages and losses


114 双方赔偿 Indemnification of the Parties
果方违反作述陈述保证做出错误陈述致方受损害损失方权发出通知求违反述陈述保证做出错误陈述方（违反陈述方）收通知十五(15)日纠正违反述陈述保证做出错误陈述行权违反述陈述保证做出错误陈述行造成损失违反陈述方索赔果违反陈述方前述期限没予纠正方权终止协议权采取协议中国法律允许救济措施
If either party breaches any of its representations and warranties above or makes any misrepresentation (the Representation Breaching Party) and causes losses and damages to the other party the other party is entitled to notify the Representation Breaching Party requesting the Representation Breaching Party to cure such breach of representations and warranties as well as to correct the misrepresentations within Fifteen (15) days following the Representation Breaching Party’s receipt of the other party’s such notice The nonbreaching party is also entitled to request the Representation Breaching Party to compensate the other party for its losses and damages caused by the
Representation Breaching Party If the Representation Breaching Party fails to cure the breach or correct the misrepresentation within the above mentioned period the other party may terminate this Agreement and to resort to any other remedies in accordance this Agreement andor the relevant laws of China


第12条 转分租优先购买权
Article 12 ASSIGNMENT AND SUBLEASING PREEMPTIVE PURCHASE RIGHT

121 乙方权益转 Party B’s Assignment of Rights and Interests
甲方意协议租期乙方书面通知甲方乙方(包括条规定接受转乙方关联公司)协议项全部权利义务转乙方关联公司包括限乙方乙方关联公司参组建公司前述乙方关联公司指：直接间接控制乙方公司乙方直接间接控制公司乙方直接间接受控家公司公司
Party A agrees that during the Term of this Agreement upon prior written notice from Party B to Party A Party B (including any affiliate of Party B who is the assignee under this Article) may assign all or any of its rights and obligations under this Agreement to any affiliate of Party B including but not limited to any company established by Party B or any of its affiliate The affiliate(s) of Party B will refer to any company directly or indirectly controlling Party B or controlled directly or indirectly by Party B or under direct or indirect common control with Party B


122 乙方分租 Party B’s Sublease
甲方意整租期乙方权时书面通知甲方部分全部房屋分租转租分租户受转租遵守协议约定房屋合法营途协议项权利义务甲方乙方继续享承担
Party A agrees that Party B will have the right upon written notice from Party B to Party A to sublease or assign any part up to the entire Premises at any time during the Term The sublessee or assignee may use the Premises for any lawful commercial purposes in accordance with this Agreement The rights and obligations under
this Lease Agreement will be directly enjoyed and borne by Party A and Party B


123 甲方转 Party A’s Assignment
征乙方事前书面意乙方提供受出具容形式均乙方接受保证函保证乙方协议项权利受转影响甲方协议转第三方甲方违反条规定乙方权立停付租金解协议甲方义务乙方赔偿乙方受全部损失
Party A may assign this Agreement to any third party upon a prior written consent from Party B provided that Party A has presented to Party B a guarantee letter the content and form of which is accepted by Party B issued by the assignee to ensure that the rights of Party B hereunder will not be affected by the assignment If Party A breaches this Article Party B will be entitled to withhold the Rent immediately and have the right to terminate this Agreement and Party A will be obliged to compensate Party B for all the damages suffered by Party B therefore


124 优先购买权 Preemptive Purchase Right
协议租期协议租期届满协议终止六十(60)日甲方意出售部分全部租赁标物第三方甲方须乙方发出书面通知乙方提供第三方提出价格购买条件书面证明乙方收通知证明权相价格购买条件优先购买乙方应收甲方该等通知证明六十(60)天决定否购买乙方租赁标物部分产权转未行优先购买权影响乙方租赁标物部分产权转时享优先购买权
During the Term of this Agreement and within Sixty (60) days following the expiration or termination of this Agreement if Party A intends to sell a part or all of the Leasehold Property to any third party Party A will notify Party B in writing and provide Party B with written proof of the purchase price and terms offered by such third party Following its receipt of such written notice and proof Party B may exercise its right of first refusal to purchase the part or all of the Leasehold Property for sale at the same price and conditions as prescribed in the notice and proof Party B will decide whether to purchase the Leasehold Property
for sale within Sixty (60) days after its receipt of such written notice and proof from Party A The nonexercise by Party B of its right of first refusal with respect to any part of the Leasehold Property for sale will not adversely affect the exercise by Party B of its right of first refusal to purchase from Party A any other part of the Leasehold Property for sale

双方意甲方第124条项义务甲方协议项重义务甲方第124条项义务违反构成协议项严重违约甲方未履行124条项义务租赁标物部分租赁标物出售甲方应迟租赁标物部分租赁标物出售日起十(10)工作日乙方支付相届时年租金款项作违约金乙方甲方提供违约金等额法律规定合法效票甲方述违约行发生协议租期乙方权前述违约金应甲方支付租金中扣
The Parties agree that Party A's obligation under this Article 124 constitutes an essential obligation of Party A under this Agreement Breach of this obligation by Party A will be regarded as a material breach of this Agreement by Party A If Party A fails to perform its obligation under this Article 124 before it sells a part or all of the Leasehold Property Party A will pay Party B an amount equal to the current annual Rent for the whole Leasehold Property as a penalty within Ten (10) working days following its selling of the part or all of the Leasehold Property and Party B will provide Party A a lawful and valid invoice or receipt in an amount equal to the penalty If Party A's breach of its obligation under this Article takes place during the Term of this Agreement Party B may off set the amount equal to the penalty from the Rent due and payable

条约定协议租期届满协议解继续效
This Article will survive the expiration or termination of this Agreement


第13 条 提前终止
Article 13 Early Termination

131 抗力 Force Majeure
协议方预见法控制非法履行义务方错疏忽致抗力事件法履行协议义务
包括乙方法继续正常营活动法履行义务方应立该抗力事件书面通知方该抗力事件方收通知持续超三十(30)日法履行义务方解协议须方承担责抗力事件存续期间法履行义务方暂时履行义务须方引起损失便麻烦适进行赔偿相关期限应根该事件影响期限相应延抗力事件消失时法履行义务方应继续履行义务非法履行义务方已根条前述规定解协议
If either Party is unable to perform its obligations including the inability of Party B to continue its normal business operations due to an event of Force Majeure that is unforeseeable uncontrollable and is not caused by the fault or negligence of the nonperforming Party the nonperforming Party will promptly notify the other Party of the event of Force Majeure in writing If such event of Force Majeure lasts for more than Thirty (30) days following the receipt of such written notice by the other Party the nonperforming Party may terminate this Agreement without any liability to the other Party As long as such event of Force Majeure exists the nonperforming Party will be temporarily relieved from the performance of its obligations and will not be liable to the other Party for any damage inconvenience nuisance or discomfort caused Any relevant deadline will be extended for a period equal to the period of delay caused by such event of Force Majeure Once the event of Force Majeure disappears the nonperforming Party will resume its performance of its obligations hereunder unless the nonperforming party has terminated this Agreement according to the provisions set forth above in this Article

抗力应定义：预见避免克服事件包括洪水台风震战争军事行动乱民众动乱恐怖义行动火灾爆炸罢工（甲乙双方部员工罢工外）等情况类似天灾祸现行法律法规更改
Force Majeure means any event which is unforeseeable unavoidable and insurmountable such as flood typhoon earthquake war or acts of military authority riot or civil commotion terrorism fire explosion strike (excluding internal employee strike within Party A or Party B) and any other similar acts of God and modification to any of the existing laws or regulations


132 甲方解权 Party A’s Right of Termination
列情形甲方权解协议果列情形造成甲方损失甲方权求乙方赔偿法律允许甲方张直接损失（甲方根协议获预期利益剩余租期租金等外）：
If any of the following occurs Party A may terminate this Agreement and if Party A has suffered any losses Party A is entitled to pursue a claim for compensation against Party B for all the direct damages incurred by Party A that are allowed under the applicable laws (excluding the anticipated profits lost by Party A hereunder such as the rent for the balance of the Term)

(1) 乙方错乙方连续拖欠租金三(3)月
Party B fails to pay the Rent for more than three (3) consecutive months for any reason attributable to Party B’s fault

(2) 未甲方意关部门批准乙方擅改变房屋途 (协议 约定者外)
Party B changes the purpose of the Premises without the consent of Party A and the approval of the relevant authorities (unless otherwise stipulated in this Agreement)

甲方述情形解协议甲方应书面通知乙方迁离交回房屋乙方预交租金结余甲方应余款立退乙方情况协议条款约定乙方均应甲方间接损失承担责
If Party A terminates this Agreement under any of the above circumstances it will notify Party B in writing that it will evacuate and return the Premises Any balance of the prepaid Rent made by Party B will be immediately refunded to Party B Notwithstanding any other provisions of this Agreement in no event will Party B be liable to Party A for consequential damages


133 乙方解权 Party B’s Right of Termination
协议条款规定乙方解约权外乙方权列项情形解协议：
Notwithstanding any other provision of this Agreement in relation to Party B’s termination rights if any one of the following circumstances occurs Party B may terminate this Agreement

(1) 第五 (5)租约年第天起租期届满日止乙方权
理提前三(3)月甲方发出终止协议书面通知提前解协议需承担责
From the first day of the Fifth (5th) Lease Year through the balance of the Term Party B may terminate this Agreement early for any reason without any liability upon giving Three (3) months prior written notice of termination to Party A

(2) 协议条款规定果协议签订日起十四(104)月乙方尚法取中国政府关部门颁发意乙方房屋营业营业执乙方权甲方发出书面通知立解协议需承担责
Notwithstanding any other provisions of this Agreement if Party B fails to obtain the business license for the business operations of its Supercenter within the Premises from the relevant Chinese governmental authority within TenFour (104) months as from the execution date of this Agreement Party B may terminate this Agreement immediately after giving a written notice to Party A without bearing any liability for such termination

(3) 甲方未协议第51条约定实现进场日乙方权行
选择：(i)求甲方迟延实现进场日日数日乙方支付民币叁萬圆(RMB3000000)违约金赔偿乙方全部损失乙方甲方提供违约金等额法律规定合法效票(ii)终止协议甲方须迟延实现进场日日数日乙方支付民币叁萬圆(RMB3000000)违约金协议终止日
If Party A fails to achieve the Starting Date of Construction in accordance with Article 51 Party B will at its sole discretion have the right to (i) claim a breach fee of RMB Thirty Thousand Yuan (RMB3000000) for each overdue day and to request Party A to compensate Party B for all the losses suffered by Party B therefrom as well as provide Party A a lawful and valid invoice or receipt in an amount equal to the breach fee (ii) terminate this Agreement in which case Party A will pay to Party B the breach fee of RMB Thirty Thousand Yuan (RMB3000000) for each overdue day till the
termination date of this Agreement


(4) 甲方违反协议第52条第53条约定未第52条
第53条约定时限完成修理项目()修理项目(二)乙方权行决定：(i) 乙方决定终止协议(ii) 乙方行完成商场开业营运关必修理清单()修理清单(二)中全部修理项目甲方意承担未履行第52条第53条项义务乙方行完成修理项目产生费款项
If Party A breaches Article 52 and or Article 53 of this Agreement by failing to cure all relevant Defects (I) andor Defects (II) within the time limit as set forth in Article 52 and or Article 53 Party B may at its sole discretion either (i) terminate this Agreement or (ii) Party B itself perform any or all repair works on the Repair List (I) andor Repair List (II) that pertain to or are necessary for the opening or operation of the supercenter Party A agrees to reimburse Party B for all expense and amounts incurred by Party B as a result of Party A’s nonperformance of its obligations under Article 52 andor Article 53

(5) 甲方未协议第54条规定交付日租赁标物交付乙 方未第55条约定交付相关文件(i) 逾期(1)月交付甲方应根迟延交付日数日民币叁萬圆(RMB3000000)标准乙方支付违约金乙方甲方提供违约金等额法律规定合法效票(ii) 逾期(1)月交付乙方权条规定解协议甲方须迟延实现交付日未第55条约定交付相关文件日数日乙方支付民币叁萬圆(RMB3000000)违约金协议终止日
If Party A fails to deliver the Leasehold Property to Party B on the Possession Day as set forth in Article 54 or fails to provide Party B with the relevant documents in accordance with Article 55 Party B has following options (i) and such delay is less than one (1) month Party A will pay Party B a breach fee according to RMB Thirty Thousand Yuan (RMB3000000) for each overdue day then Party B
will provide Party A a lawful and valid invoice or receipt in an amount equal to the penalty (ii) iIf such delay is more than one (1) month (including one (1) month) Party B may terminate this Agreement in accordance with this Article Party A will pay to Party B the breach fee of RMB Thirty Thousand Yuan (RMB3000000) for each overdue day till the termination date of this Agreement

(6) 甲方违反协议第61条约定乙方法营目 租赁标物
It is impossible for Party B to continue using the Leasehold Property for business purposes due to Party A’s breach of Article 61 of this Agreement

(7) 甲方违反协议第721条第73条第82条规定承担维修责支付维修费
Party A breaches any provisions of Article 721 or Article 73 or Article 82 of this Agreement by not undertaking the repair responsibility or not reimbursing the costs and expenses of repair

(8) 甲方违反协议第81条规定未乙方事先书面意关
部门批准（必批准）房屋进行安装改建扩建
Party A breaches Article 81 by performing any addition installation or alteration to the Premises without the prior written consent of Party B or the approval of the relevant authorities (if applicable)

(9) 甲方违反协议第83条规定未乙方事先书面意厦房屋部分房屋周围占控制物业部分出租乙方竞争者出租乙方关联公司竞争者事第83条禁止业务
Party A breaches Article 83 of this Agreement by leasing any portion of the Premises and the Building or any portion of any adjacent property to the Premises controlled or possessed by Party A to competitors of Party B or of Party B’s affiliates or by engaging in the business prohibited under Article 83 without prior written consent of Party B

(10) 甲方原乙方房屋事营营业执中
国政府吊销原乙方允许继续中国中国 * 市营业务乙方解协议需承担责
If Party B’s business license for its business operation within the Premises is revoked by the relevant authority of China due to any reason attributable to Party A or Party B is not allowed to carry out its business within China or City of China for any other reason Party B may terminate this Agreement without any liability

(11) 乙方原乙方房屋事营营业执中
国政府吊销乙方允许继续中国中国 市营业务乙方权解协议须承担责乙方根协议第121条约定转协议
If Party B’s business license for its business operation within the Premises is revoked by the relevant authority of China or Party B is not allowed to carry out its business within China or * City due to any reason attributed to Party B Party B may terminate this Agreement without any liability or Party B is entitled to assign this Agreement according to the Article 121 under this Agreement

(12) 第三方原乙方房屋事营营业执
中国政府吊销乙方允许继续中国中国 市营业务乙方解协议需承担责
If Party B’s business license for its business operation within the Premises is revoked by the relevant authority of China or Party B is not allowed to carry out its business within China or * City of China due to any reason attributable to third party Party B may terminate this Agreement without any liability

(13) 乙方错外根协议第101条提供设施持续
提供服务该状态持续三十(30)天三十(30)天乙方权行选择：(i) 乙方通知甲方终止协议(ii) 甲方意乙方提出标准降低租金
Except for Party B’s default if utilities referred to in Article 101 of this Agreement can not continuously provide service for a consecutive period of Thirty (30) days or longer Party B will at its sole discretion have the right to (i) terminate this Agreement by giving a notice to Party A or (ii) Party A agrees to reduce the rent according to Party B ’s request

乙方述(3)(4)(5)(6)(7)(8)(9)(10)(13)项理中项解协议乙方应时书面通知甲方甲方应赔偿乙方遭受全部损失乙方行法律规定救济方法
If Party B terminates this Agreement unilaterally for any of the reasons as specified in the above (3) (4) (5) (6) (7) (8) (9) (10) and (13) it will promptly notify Party A in writing In such event Party A will indemnify Party B for all the losses suffered by Party B therefore and Party B will also have the right to pursue any other remedies provided by law


第14 条 违约责
Article 14 LIABILITY FOR BREACH

141 责条款 Liability
方严重违反协议未时纠正方权求违约方继续全面正确履行协议解协议求违约方赔偿受损失（赔偿范围第142条规定）守约方求解协议应事先书面通知违约方
If one Party materially breaches this Agreement and does not cure such breach promptly the nondefaulting Party may either demand the defaulting Party to perform this Agreement in full or terminate this Agreement and claim the damages suffered against the defaulting party (the scope of damage compensation is set forth in Article 142) If the nondefaulting Party chooses to terminate this Agreement it will give prior written notice to the defaulting party


142 赔偿范围 Scope of Compensation
非协议条款约定否方严重违反协议项条款该方应赔偿方遭受全部损失包括限实际损失损失预期收益
Except where otherwise stipulated in other articles of this Agreement if one Party materially breaches this Agreement causing any damages andor losses to the other Party the defaulting Party will be liable for all the damages andor losses suffered by the other Party including but not limited to the actual damages andor losses and any anticipated profits lost



第15条 交房屋
Article 15 RETURN OF THE PREMISES

151 交房屋 Return of the Premises
协议租期届满协议解时乙方应租期届满协议解六十(60)日房屋清扫干净交甲方六十(60)日非协议约定外乙方需甲方支付租金甲方应乙方预付付余款返乙方
Within Sixty (60) days upon the expiration of the Term or the termination of this Agreement Party B will clean up the Premises and return the Premises to Party A Unless otherwise agreed to by the Parties in this Agreement Party B will not be obliged to pay any Rent to Party A during this Sixty (60) day period Party A will refund Party B the balance of the prepaid Rent or any overpayment by Party B


152 良状态 Good Condition
协议租期届满协议解时乙方应第151 条约定期限房屋恢复良状态甲方正常导致协议约定损害磨损乙方承担责（乙方正造成设施房屋结构破坏外）
Upon the expiration of the Term or the termination of this Agreement Party B will return to Party A the Premises in good condition within the time period agreed in Article 151 Party B is not responsible for damages or wear and tear caused by normal use or stipulated in this Agreement except for damages of facilities or Premises’ structure due to its improper use


153 拆装置 Removal of Fixtures
协议租期届满协议解时乙方应第151 条约定期限拆走房屋乙方改建安装拆财物清扫干净
Upon the expiration of the Term or the termination of this Agreement Party B will remove all movable items and fixtures installed by Party B from the Premises and leave the Premises in broom clean condition within the time period set forth in Article 151


154 乙方赔偿 Party B’s Liability
非双方约定否果协议第151条约定期限乙方原乙方未房屋清扫干净交甲方乙方未 152条规定损坏做相应修复拖延(1)日乙方须届时租金标准日支付占费协议约定费享受协议承租权利
Unless otherwise agreed by the Parties if Party B fails to return the Premises to Party A in broomclean condition within the period set forth in Article 151 of this Agreement or fails to cure any damages to the Premises in accordance with Article 152 of this Agreement Party B will pay Party A an occupational fee for each delayed day in the amount equivalent to the thenprevailing daily Rent and other charges andor fees provided in this Agreement and will not enjoy any other right of the tenant in this Agreement


第16条 适法律争议解决
Article 16 APPLICABLE LAW AND RESOLUTION OF DISPUTES

161 辖法律 Governing Law
协议效力解释执行受中国法律辖事项中国法律适应参般国际商业惯例办理
The validity interpretation and implementation of this Agreement will be governed by the laws of China If there are no applicable laws of China governing any of the matters references will be made to generally accepted international commercial practices


162 仲 裁 Arbitration
协议发生争议双方应首先尝试通友协商解决争议双方开始进行协商日起九十(90)日通友协商解决争议方均该争议提交中国国际济贸易仲裁委员会华南分会申请仲裁时该会时效仲裁规深圳进行仲裁仲裁应中英文进行两种语言具等效力权威性
Any dispute arising from or in connection with this Agreement will first be resolved through friendly consultation If the Parties can not resolve the dispute through friendly consultation within Ninety (90) days after the commencement of such consultation either Party may submit the dispute before the China International Economic and Trade Arbitration Commission (CIETAC) South China Subcommission for arbitration in Shenzhen in accordance with CIETAC’s then effective Arbitration Rules The arbitration will be conducted in Chinese and English and both languages will be equally effective and binding


163 具约束力裁决 Binding Award
仲裁裁决终局双方均具约束力仲裁费败诉方承担
The arbitration award will be final and binding on the Parties The costs and fees of the arbitration will be borne by the losing party


164 裁决执行 Enforcement of Award
方履行仲裁裁决方辖权法院申请强制执行强制执行关费履行裁决方承担
If either Party fails to perform the arbitration award the other Party may apply to a court with competent jurisdiction for the enforcement of such award and the expense in connection with such enforcement will be borne by the nonperforming Party


165 权利义务继续存 Survival of Rights and Obligations
发生争议通友协商仲裁解决时争议事项外双方应继续行协议项余权利应履行协议项余义务
If there are any disputes under friendly consultations or arbitration the Parties will continue to exercise their remaining rights and perform their remaining obligations pursuant to this Agreement respectively except for those matters under dispute


第17条 规定
Article 17 MISCELLANEOUS

171 通 知 Notices
协议关通知应中文英文书写应专交付挂号邮递方式确认传真方式发出根协议规定发出通知通讯送达专交付交付日视送达挂号邮递方式发出信件寄出七(7)日视送达传真方式送达确认传真发出第二(2)工作日视送达非方事先规定址通知址：
Any notice relating to this Agreement will be made either in Chinese or English and delivered by hand or by registered mail or by confirmed fax The receipt date of such notice or communication will be the same day when the notice is sent to the other party in the case of delivery by hand on the Seventh (7th) day after the notice is sent to the post office in the case of delivery by registered post and on the Second (2nd) working day after confirmed fax is sent in the case of delivery by fax Unless a Party specifies a different address in advance the delivery address to each Party for notice will be as follows

甲 方： 限公司
Party A Co Ltd

址 中国
Address China

收 件 ：
Attention

传真Fax ：+86

乙 方： 沃尔玛深国投百货限公司
Party B WalMart SZITIC Store Co Ltd

址 中国广东省深圳市罗湖区洪湖路湖景花园13楼
Address GF2F Lakeview Garden Honghu Road Luohu District Shenzhen Municipality Guangdong Province China

收 件 ： 总裁
Attention President

传真Fax： +8675525622426


172 效 力 Effectiveness
协议双方签署日起生效双方具法律约束力协议条款认定效执行影响协议部分效力
This Agreement will become effective upon its execution by both Parties and will be legally binding on both Parties The invalidity or unenforceability of any article of this Agreement will not affect the validity or enforceability of the other articles of this Agreement


173 保 密 Confidentiality
协议签署日起直协议租期届满五(5)年直协议解五(5)年非中国政府部门辖权法院求否甲方乙方情况均未方事先书面意房屋租赁项目关直接间接获方保密信息(定义)泄漏披露第三方未方事先书面意房屋租赁项目外目该等保密信息双方均权工作职责需需知悉保密信息雇员高级职员董事代理顾问披露方保密信息双方权协议关司法程序法律顾问意见根法律求披露方相关保密信息乙方权关联公司该等关联公司雇员高级职员董事代理顾问(问)披露全部甲方保密信息
Except pursuant to an order of a governmental agency or a court in both cases of competent jurisdiction from the execution of this Agreement until the end during the Term of this Agreement and of a period of Five (5) years following the termination or expiration of this Agreement Party A and Party B will under no circumstances disclose or divulge to any third party without the prior written consent of the other party any Confidential Information (as defined below) of the other party obtained directly or indirectly from the other party in connection with this premises lease project and neither party will use any such Confidential Information without the prior written consent of the other party for purposes other than for the purposes of this premises lease project However the Parties may disclose any Confidential Information of the other Party to their respective employees officers directors agents andor advisors who need to know such Confidential Information for performance of their work and duties that the Parties will also have the right to disclose such information in connection with legal proceedings relating to this Agreement or if required in the opinion of counsel to be disclosed pursuant to the law and that Party B
may disclose any and all Confidential Information of Party A to any of its affiliates and their employees officers directors agents andor advisors regardless of their locality

保密信息系指披露方房屋租赁项目相关方直接间接披露披露方业务业务计划业务战略销售情况营运情况业务关系财产营运模式现产品拟开发产品关信息信息否披露方制作保密信息包括：(i)方披露方披露时已知晓信息(ii) 披露方方披露时已公众知晓信息(iii) 披露方方披露非方失公众知晓信息(iv) 方第三方知晓第三方保密义务信息双方意房屋租赁协议房屋租赁项目相关信息属保密信息范围
Confidential Information means all information relating to the business business plan business strategy sales operation and business relationship of the disclosing party andor the disclosing party's properties methods of operation andor existing or proposed products whether or not created by the disclosing party disclosed directly or indirectly by the disclosing party to the other party in connection with this premises lease project However Confidential Information will not include information (i) which is already known to the recipient party at the time of its disclosure to the recipient party (ii) which is already available to the public at the time of its disclosure to the recipient party (iii) which becomes available to the public without the fault of the recipient party after its disclosure to the recipient party and (iv) which is obtained by the recipient party from a third party who is under no confidentiality obligation regarding the information it discloses to the recipient party The Parties agree that this Premises Lease Agreement and information relating to this premises lease project belongs to the scope of Confidential Information


174 沃尔玛商标 Trademark of WalMart
情况非乙方次书面授权甲方沃尔玛百货公司(称沃尔玛)沃尔玛关联公司商标品牌名称标志设计甲乙双方进步意果乙方授予甲方沃尔玛商标品牌名称标志设计书面授权次书面授权均应视授予甲方独占转许权乙方少次书面授权授权容
沃尔玛商标品牌名称标志设计书面授权均着协议租期届满协议终止时动终止
In any event without specific written license by Party B in each case Party A will not use the trademark brand name logo and design that belong to either WalMart Stores Inc (WalMart) or any and all of its affiliates Party A and Party B further agree that if a written license is granted by Party B to Party A for its use of such trademark brand name logo and design such license will be nonexclusive and nontransferable and all the license will simultaneously terminate on the expiration of the Term or termination of this Agreement regardless how many licenses are given to Party A and the terms of those licenses

双方确认第173174条款协议重条款该等条款违反构成根违约违约方应守约方支付维护条款项权利实施法律措施产生全部费
It is expressly agreed by both Parties that Articles 173 and 174 are essential to this Agreement and any breach of these Articles will be deemed as material breach of this Agreement The defaulting Party will be liable for the costs and expense incurred by the nondefaulting Party in enforcing its rights hereunder


175 持续运营乙方购物广场义务
No obligation to continuously operate Party B’s Supercenter
双方意协议租期乙方根协议条件条款履行 支付租金义务条件乙方没义务租赁标物持续断运营乙方购物广场
The Parties agree that during the Term of this Agreement so long as Party B pays its Rent in accordance with the terms and conditions of this Agreement Party B does not have the obligation to continuously operate Party B’s Supercenter in the Leased Property


176 修改补充 Amendment
协议修改补充均须书面进行双方签字
Any amendment to this Agreement will be made in writing and executed by both Parties


177 登记备案 Filing
甲方应协议修正案补充协议签署日起三十(30)日协议修正案补充协议房产理机关登记备案
Party A will file this Agreement and or its amendment(s) or supplement(s) with the real estate administration authority within Thirty (30) days following the execution day of this Agreement and or amendment(s) or supplement(s)


178 协议文字 Language
协议中文英文书写两种文间出现致时中文文准协议式五(5)份甲方乙方执两(2)份协议登记机关执(1)份
This Agreement is written in both English and Chinese If any inconsistencies arise between the two versions the Chinese version will prevail This Agreement will be executed in Five (5) sets of original copies with Two (2) sets for each of Party A and Party B and One (1) set for the relevant registration authority


协议双方正式授权代表文首书明日期签订协议昭信守

IN WITNESS WHEREOF this Agreement is executed by the duly authorized representatives of the Parties as of the date first above written



甲 方：限公司（公章）
Party A Co Ltd (Seal)

代 表：
Legal Representative： _____________________________(签章Signature and Seal)



乙 方：沃尔玛深国投百货限公司 (公章)
Party B WalMart SZITIC Stores Co Ltd (Seal)

代 表：
Legal Representative： ______________________________(签章Signature and Seal)




合登记机关：______________________________________ (公章Seal)
Authority for Registration of Contracts (Signature and Seal)


登记：
Witness_____________________________________ (签章Signature and Seal)


登记时间：
Registration Date
附件 房屋总面图
Exhibit I Site Plan of Premises






































附件二层面图立面图剖面图
Exhibit II Floor PlanElevationSection Plan

附件三 租面积计算表租金计算表
Exhibit III Calculation Table of Leased Area Calculation Table of Rent


附件四求规格
Exhibit IV Requirements and Specifications


附件五 乙方进场施工条件
Exhibit V Conditions before Starting Construction by Party B




附件六 甲方应乙方提供文件
Exhibit VI Documents to be Provided by Party A to Party B
(1) 市土局颁发关租赁标物作商业途甲方土权正式国土权证
the Certificate of Land Use Right with commercial purpose and stating that Party A has the land use right issued by Land Administration Bureau for the project land

(2) 建设工程规划许证
The Construction Planning Permit

(3) 建设工程施工许证
Construction Permit

(4) 建设期环保行性报告批复
Approval on the Environment Feasibility Report during Construction Term
(5) 消防设计审核意见书
Examination Report on Fireprevention Design

(6) 市房局颁发关甲方系厦房屋权房屋作商业途房产证
The Certificate of Property Ownership issued by * Property Administrative Bureau indicating Party A is the owner of the Building or the Premises and the Premises can be used for commercial purposes

(7) 租期持续效房屋租赁证
Premises Leasing Permit continuously valid during the Term

(8) 工程综合竣工验收报告建设工程综合竣工验收备案证明书
Comprehensive Inspection and Acceptance Report of the construction or Filing Certificate for Construction Comprehensive Inspection and Acceptance

(9) 政府关部门颁发房屋测绘报告
Property Survey Report issued by relevant governmental authority

(10) 交通理部门停车区颁发停车许停车区营许
Parking Permit or Operation Permit issued by Transportation Authority for the Parking Lot under this Agreement

(11) 市消防部门出具租赁标物消防系统验收合格意见书允许乙方租赁标物投入营业文件
Approval for Fireprevention System of Leasehold Property and other documents approving Party B to start business operation within the Leasehold Property issued by Fireprevention Authority of City

(12) 技术监察部门出具扶手电梯动坡道安全运行许证
Safety Operation Permit for Escalators and travelators issued by Technology Inspection Authority

(13) 市供电部门签定供电协议书
Electricity Supply Contract signed with Electricity Supply Unit




附件七 甲方乙方维保职责
Exhibit VII Responsibilities of Maintenance and Repair between Party A and Party B



附件八 抵押权保证函格式
Exhibit VIII Form of Mortgagee’s Guaranty Letter
致：沃尔玛深国投百货限公司

鉴：
a) 贵司______________限公司二零零六年___月____日签订房屋租赁协议根该房屋租赁协议贵司租赁________________限公司位_________物业部分面积（租赁房屋）
b) ____________限公司拟租赁房屋块编号：___________土权抵押予行获取财务支持

保证贵司房屋租赁协议项承租权益行抵押权效期间抵押权实现受影响行撤销贵司保证：
1 行抵押权效期间行保证形式干涉影响妨碍贵司法房屋租赁协议项承租权益
2 行实现抵押权时行保证优先贵司贵司关联企业者贵司指定第三方变现抵押物情况采变现方式实现抵押权时行保证贵司贵司关联企业者贵司指定第三方享优先购买权
3 行形式实现抵押权时行保证租赁房屋部分土房屋转受方受前述房屋租赁协议约束

行未履行述保证行意赔偿贵司受损失述保证行拥抵押权期间效该抵押权消灭日起六十（60）天失效


保证：_________________________________ (公章)

授权代表 ：_______________________________(签章)

日期 ：

To WalMart SZITIC Stores Co Ltd (the Company)

Whereas
1) The Company entered into a Premises Lease Agreement with ____________ Co Ltd on ____ 2006 to lease certain space of the property of _________ Co Ltd located at __________Province (Leasehold Property)
2) The Landlord intends to mortgage the Leasehold Property ownership andor the land use right of Lot No _______ to our bank in order to obtain financial aids

Therefore in order to fully protect the tenancy right of the Company and to secure it unaffected during the effective term of the mortgage and after our bank has realized the mortgage right we guarantee to the Company as follows
1 We undertake that by no means will we interfere with hinder or hamper the tenancy right of the Company under the Premises Lease Agreement during the term of the mortgage
2 We undertake that when we realize the mortgage right we will offer the right of first refusal to purchase the collateral to the Company any affiliates of the Company or the third party designated by the Company If the mortgage right is realized through liquidation we warrant that under all circumstances the Company the affiliates of the Company or the third party designated by the Company will be granted the right of first refusal to purchase under this the same conditions
3 We undertake to ensure that the assignee will be bound by the Premises Lease Agreement in case any part of the land and or building of the Leasehold Property is transferred when we realize the mortgage right in any form
We agree that if we breach any of the above terms we will indemnify the Company for all the losses the Company suffers The commitment made in this Letter of Guaranty will be valid through the period of existence of the above mortgage right and will end Sixty (60) days after the disappearance of the mortgage right



Guarantee _________________________________ (official seal)

Authorized Representative_____________________(sealsignature)

Date
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