Exhibit 10.17


 


Land Sublease Contract


 


Lessor:
Beijing Ruitong Yulong Investment Co., Ltd. (“Party A”)


 


Address:
88 Guanyintang Village (Jinsong East Extension Road) Wansiying, Chaoyang
District, Beijing


 


Lessee: Beijing Tuozhan Industrial & Trading Development Co.,
Ltd. (“Party B”)


 


Address:
No.292, Zhangjiaxiang, Shibalidian County, Chaoyang
District, Beijing


 


In
accordance with the Contract Law of the People’s Republic of China (“PRC”) and
other applicable laws and regulations and based on equality, willingness,
fairness and good faith, Party A and Party B agree to enter into this Land
Sublease Contract (this “Contract”) to set forth their agreement in respect of
the sublease of the land by Party A to Party B.


 


Article
1 Subleased Land


 


The
land (the “Land”) proposed to be subleased to Party B with the area of 1,040 square meters is located at the south of Jieguo
Factory, Hengjiezi, Shibalidian County, Chaoyang Distrcit, Beijing,
the specific area of which shall be determined in accordance with the four boundary
map agreed by both parties.


 


Article
2 Purpose of the Land


 


Party
A agrees to sublease the Land to Party B for it to use the same for the purpose
of construction, and the construction project shall be determined at the sole
discretion of Party B.


 


Article
3 Sublease Term


 


3.1
The term of the sublease shall be 18 years and six months, which shall commence from December 1, 2009 and end on May 31, 2028.  This Contract shall be signed once a year and
the rent shall be negotiated once a year.


 


3.2
If, upon the expiration of the sublease term, Party B is willing to extend the
Contract, it shall have the right of first refusal under the same terms and
conditions.


 


Article
4 Rent and Payment


 


Party
B shall pay the rent for the Land on an annual basis, the amount of which shall
be RMB three hundreds thousands (RMB 300,000).  The rent for the next
year shall be paid within one month prior to the beginning of the next year.


 


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Article
5 Party A’s Representations and Warranties


 


 Party A hereby represents and warrants to
Party B that


 


(1)
it is an independent legal person established and existing under the laws of
the PRC;


 


(2)
it has all the rights, authority and approvals required for the execution of
and full performance of its obligations under this Contract;


 


(3)
it has obtained all the consents, approvals and authorization required for the
duly execution of this Contract;


 


(4)
it has obtained all the rights, authority and approvals required for the
sublease of the Land to Party B, and Party B’s business operation will not be
affected due to any flaws in the rights to the Land.


 


Article
6 Party B’s Representations and Warranties


 


 Party B hereby represents and warrants to
Party B that


 


(1)
it is an independent legal person established and existing under the laws of
the PRC;


 


(2)
it has all the rights, authority and approvals required for the execution of
and full performance of its obligations under this Contract;


 


(3)
it has obtained all the consents, approvals and authorization required for the
duly execution of this Contract.


 


Article
7 Party A’s Rights and Obligations


 


7.1
Party A shall have the right to receive rents from Party B in accordance with
the provisions of this Contract.


 


7.2
During the term of the sublease agreed hereunder, Party A shall not sublease
the Land to any third party without the prior written consent of Party B.


 


7.3
Party A shall be responsible to coordinate the supply of water, electricity,
heating and any other resources in connection with the Land required for the
operation of Party B.


 


Article
8 Party B’s Rights and Obligations


 


8.1
Party B shall have the right to request Party A to timely deliver the Land.


 


8.2
Party B shall have the right to construct on the Land buildings and facilities
required for its business operation and the title to such buildings and
facilities shall be vested in Party B.


 


8.3
Party B shall use the Land for the business operations permitted by the
applicable laws.


 


8.4
Party B shall pay the rent hereunder on a timely basis in accordance with the
provisions of this Contract.


 


8.5
All the fees in relation to the supply of water, electricity, gas and heating
during the term of sublease shall be burdened by Party B.


 


8.6
Party B shall be responsible for the repair and maintenance of the buildings
and facilities on the Land at its own costs.


 


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Article
9 Sublease


 


During
the term of this Contract, Party B shall not sublease the Land to any third
party without the prior written consent of Party A.  In the event of any sublease of the Land by
Party B to any third party, this Contract shall continue to be effective with
respect to both Party A and Party B.  If
Party B fails to perform its obligations hereunder due to reasons of any third
party, Party B shall assume the corresponding liabilities to Party A.


 


Article
10 Tax


 


Party
A and Party B shall pay their own taxes payable hereunder in accordance with
the applicable laws and regulations.


 


Article
Liabilities for Breach of Contract


 


11.1
Party A shall compensate Party B for any losses and damages arising out of the
(i) invalidity of this Contract due to breaches by Party A of all or portion of
its representations and warranties under Article 5 or (ii) any early
termination of this Contract due to reasons other than those provided in
Article 12, which shall include, but not limited to, the following:


 


(1)
to lease a land legally owned by it with the same area and location as the Land
to Party B to ensure the continuous operation of Party B;


 


(2)
to compensate Party B for any losses in connection with the buildings and
structures on the Land at the book value of the same;


 


(3)
to compensate Party B for any other direct or indirect losses and damages
arising out of the breach by Party A of its representations and warranties.


 


Article
12 Termination


 


12.1
If the parties hereto do not intend to extend the Contract, this Contract shall
terminate upon the expiry of the term hereof.


 


12.2
Party A and Party B may terminate this Contract upon mutual agreement prior to
the expiry of the term hereof.


 


12.3
Party A shall be entitled to terminate this Contract in the event of any of the
following events:


 


(1)
Party B subleases the Land to a third party without the prior written consent
of Party A;


 


(2)
Party B fails to timely pay the rent hereunder in accordance with the
provisions of this Contract and fails to pay the rent within the required
period after Party A notifies Party B.


 


Article
13 Dispute Resolution


 


Any
dispute arising out of or in connection with this Contract shall be resolved
through friendly negotiation between Party A and Party B.  If the parties fail to resolve the disputes
through negotiation within sixty (60) days following the commencement of the
negotiation, either party may file a lawsuit to the competent court.


 


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Article
14 Governing Law


 


The
conclusion, effectiveness, interpretation and performance of this Contract and
any dispute arising hereunder shall be governed by the PRC laws.


 


Article
15 Amendment


 


This
Contract may not be amended unless with written agreement between both Party A
and Party B.


 


Article
16 Execution and Effectiveness


 


This
Contract shall be executed in Chinese in two counterparts, with each of Party A
and Party B to hold one.


 


This
Contract shall come into effect after being signed by the legal representatives
and affixed with the corporate seals of Party A and Party B.


 


	
  Party
  A:

  	
   

  	
  Party
  B:

  
	
   

  	
   

  	
   

  
	
  Beijing
  Ruitong Yulong Investment Co., Ltd.

  	
   

  	
  Beijing Tuozhan Industrial &
  Trading Development Co., Ltd.

  
	
   

  	
   

  	
   

  
	
  Authorized
  representative:

  	
   

  	
  Authorized
  representative:

  
	
   

  	
   

  	
   

  
	
  Corporate
  seal of Party A:

  	
   

  	
  Corporate
  seal of Party A:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated
  December 1, 2009

  	
   

  	
  Dated
  December 1, 2009

  



 


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Schedule


 


Certain other affiliated entities of Lentuo
International Inc. also entered into similar Land Sublease Contracts with
Beijing Ruitong Yulong Investment & Development Co., Ltd.  Such subleases are substantially identical in
all material respects to the one in this exhibit (except for the concerned
affiliate entities, sizes and locations of relevant land, the sublease’ rents
and terms) and thus are omitted from this exhibit pursuant to Instruction 2 to
Item 601 of Regulation S-K.  Set forth
below is a list of such other subleases with a summary of some of their key
terms:


 


1.          Sublease with Tuozhan Industrial & Trade Development Co., Ltd.  The term of the sublease is 18 years and six
months, starting from December 1, 2009 and ending on May 31, 2028.  The rent is RMB300,000 per year subject to
annual adjustments.


 


2.          Sublease with Lentuo Huitong Automobile Sales Service Co., Ltd.  The term of the sublease is 12 years and
three months, starting from December 1, 2009 and ending on February 28,
2022.  The rent is RMB750,000 per year
subject to annual adjustments.


 


3.          Sublease with Yuantongqiao Toyota Automobile Trading Co., Ltd.  The term of the sublease is 20 years and one
month, starting from December 1, 2009 and ending on December 31, 2029.  The rent is RMB805,000 per year subject to
annual adjustments.


 


4.          Sublease with Tuojiacheng Commercial & Trading Co., Ltd.  The term of the sublease is 12 years and three
months, starting from December 1, 2009 and ending on February 28, 2022.  The rent is RMB700,000 per year subject to
annual adjustments.


 


5.          Sublease with Tuozhan Automobile Repair Co., Ltd.  The term of the sublease is 18 years and six
months, starting from December 1, 2009 and ending on May 31, 2028.  The rent is RMB400,000 per year, subject to
annual adjustments.


 


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