Wuhan Arc de Triomphe Hotel Entrusting Management Agreement

Entrusting manager: (Party A)

Registered address:

Entrusted manager: (Party B)

Registered address:

Legal representative:

Chapter I: Trusteeship Mode and Scope

Article 1 Trusteeship Mode.

Article 2 Custody scope: All operating assets and auxiliary assets of Arc de Triomphe Hotel located at No.31 Xudong Street, Wuhan, including 44,7 ㎡ buildings, facilities and living facilities.

chapter ii: custody period

article 3 the custody period is ten years, from July 3, 25 to July 3, 215.

chapter iii: custody fees and business objectives

article 4 custody fees

the custody fees charged by party b consist of two parts, namely, 3% of the turnover and 2% of the operating profit.

"turnover" refers to the sum of operating income and non-operating income obtained from Party B's actual operation after custody.

"Operating profit" refers to the profit before income tax calculated by excluding non-operating factors such as financial costs, depreciation of fixed assets, real estate taxes and property insurance in the income statement according to the national accounting policies. "Operating profit" is only used to calculate Party B's custody fee, and the actual financial bookkeeping and financial treatment of the hotel are still carried out normally in accordance with the relevant policies promulgated by the state.

Article 5 Payment of Custody Fee

Payment of Custody Fee adopts the method of "monthly prepayment and year-end settlement":

Every month (except December), 3% of the actual turnover of the current month is withdrawn and paid directly from the hotel account to the account designated by Party B before the 1th of the following month;

the custody fee shall be settled once every financial year, and the unpaid part of the annual custody fee shall be paid to Party B in one lump sum before January 31st of the following year after being approved by both parties. Party B will charge .5% of the overdue fine for each day.

Article 6 The business objectives agreed by both parties are as follows:

25 is the trial operation year, and the business objectives will not be assessed, and Party B will accrue the custody fee at 4% of the turnover;

from 26 to 28, the annual turnover was 68 million yuan, and the "operating profit" was 19.8 million yuan;

since p>29, the business objectives will be adjusted every three years as a supplementary agreement to this custody agreement. The adjustment of business objectives can be appropriately raised, but in principle it will not exceed the inflation index announced by the state in that year.

article 7 business date. Business date refers to the date when the hotel hosted by Party B officially welcomes guests for consumption. This business date shall also be confirmed by both parties in writing, that is, the performance of Party B shall be calculated from this date.

article 8 adjustment of business scope and business objectives

if conditions permit, the business scope can be adjusted. The procedures for adjusting the business scope shall be operated in accordance with Articles 1, 2 and 21.

when it is estimated that the adjustment of business scope will lead to an annual turnover of more than 1 million yuan, the business objectives, namely, the annual turnover index and the annual operating profit index, will be adjusted accordingly, and will be clarified by supplementary agreement. If the annual turnover changes within 1 million, the business indicators will not be adjusted.

the property management in the same building belongs to party b in principle. If Party B fails to operate or gives up operating for other reasons, the parts related to hotel operating costs, such as equipment operation and maintenance, security, public space operating costs, etc., shall be correspondingly reduced in the "operating profit" index.

Chapter IV Obligations and Rights of Party A

Article 9 Party A owns the ownership of Wuhan Arc de Triomphe Hotel, and has the right to know and supervise Party B's operation without affecting its normal operation. Party B shall regularly submit to Party A the financial statistics statements of Triumph Hotel, including balance sheet, income statement, cash flow statement and notes or explanations.

article 1 party a shall exercise the management right of the hotel in the name of the board of directors. To examine and approve the annual financial expenditure budget proposed by Party B, and have the decision-making power over 5, yuan in fixed assets investment, renovation or addition of equipment and facilities.

article 11 the hardware conditions of Wuhan arc de Triomphe hotel provided by party a have reached the national four-star hotel standard initially, and those that have not yet reached the standard should reach the standard as soon as possible.

party a guarantees that there are no legal obstacles in the property right and management right of the Arc de Triomphe Hotel in Wuhan provided by it, and party a shall bear the responsibilities for the economic losses caused by legal obstacles or Party A's debts and their rights and interests, as well as the direct economic losses caused to Party B therefrom.

article 13 party a shall provide a good hotel operating environment, and provide legal and effective business licenses such as business license, tax registration certificate, cultural license, public safety license, hygiene license, etc. to assist party b in handling external contradictions.

article 14 party a shall provide living facilities for hotel managers and employees, including 1 sets of two-bedroom and one-bedroom commercial houses for senior management of party b, necessary living conditions such as canteen, dormitory and bathhouse for employees, and necessary cultural and entertainment places for employees. The above living facilities should be solved in or near the hotel.

Article 15 shall provide a start-up fee of not less than 3 million yuan, and provide the working capital needed for normal operation on time and in full.

article 16 during the period of custody operation, party a shall carry out renovation and renovation of interior decoration in a proper range every 3-5 years according to the normal depreciation of hotel decoration and the changes of industry market. Party A draws 2% of the annual turnover of the hotel as the renovation fund to ensure the funds needed for renovation and maintenance of the hotel.

article 17 party a has the obligation to keep the business secrets of party b confidential to the third party.

Chapter V Rights and Obligations of Party B

Article 18 Party B has full management rights over the hotels it manages. Party B has no right to dispose of the managed hotel.

article 19 personnel. Except for the personnel agreed in Article 11, Party B has complete personnel management rights in the hotel. The existing hotel staff (waiters and managers at all levels) recruited by Party A are all re-employed by Party B, with fixed posts and salaries.

article 2 the financial management of the hotel shall be subject to comprehensive budget management. after the annual budget is approved by the board of directors of party a, party b has the right to spend it independently. If the work needs exceed the budget, it can be implemented by applying to the board of directors of Party A for approval in the form of a special report.

party b has the right to decide on the procurement required for the normal operation of the hotel, as well as the investment in fixed assets and the renovation or addition of equipment and facilities below 5, yuan or other disposal.

Non-operating expenses below 1, yuan shall be signed by the deputy general manager of Party A, and above 1, yuan but below 5, yuan shall be approved by the representative of Party A's board of directors. Non-operating expenses, investment in fixed assets, renovation or addition of equipment and facilities or other disposal of more than 5, yuan (including 5, yuan) can be implemented only after Party B reports to the board of directors of Party A for approval.

article 21 if party b formally puts forward to party a business matters that are not specified in this agreement due to business needs, party a shall give a written reply within 15 working days, and if it fails to give a clear reply after this time, it shall be deemed that party a agrees.

article 22 party b has the obligation to ensure that its operation and management behaviors comply with the provisions of relevant national laws and regulations, so as to operate legally.

article 23 party b shall not bear any legal and economic responsibilities caused by party a's original business behavior before the signing of this agreement, and the impact on party b's custody performance caused thereby shall be eliminated in the calculation of custody fees.

article 24 trademarks and names. The external name of the hotel is "Wuhan Arc de Triomphe Huatian Hotel". The hotel uniformly prints guest supplies, stationery supplies, menus and advertisements with the "Huatian" trademark and mark. During the period of custody operation, Party B will not collect the use fees of trademarks and names separately, and Party A will not collect any fees such as promotion fees and publicity fees of Party B's trademarks and names.

when party b launches custody, the hotel shall not continue to use party b's trademark and name for any reason.

article 25 the hotel service standard provided by party b shall not be lower than that of hotels in the same industry and the same star level in Wuhan.

article 26 unless it is caused by party a's responsibility or the business environment changes greatly, party b shall achieve the business targets agreed by both parties in article 6 in the normal business year.

if party b fails to complete two indicators for two consecutive years, or fails to complete one of the indicators for two consecutive years, party a has the right to propose the dissolution of custody agreement.

article 27 party b shall, within 15 days before the end of each year, provide the board of directors and the board of supervisors of party a with the business plan and budget report for the next year; Within 3 days after the end of each year, provide the board of directors and the board of supervisors of Party A with the business performance report of the previous year and the implementation of the business plan budget.

article 28 party b shall not lend, invest or guarantee in the name of the hotel without the approval of the board of directors of party a during the custody operation.

chapter VI rewards and penalties

article 29 rewards and penalties

if party b exceeds the annual turnover target, in addition to the custody fee based on the actually completed annual turnover, a reward of 2% of the excess shall be accrued. If the "operating profit" index is exceeded, the reward will be accrued at 5% of the excess.

if party b fails to meet the annual turnover target, it will be fined by 2% of the difference; If the target of "operating profit" is not fulfilled, a fine of 5% of the difference will be imposed.

the fine is deducted from the custody fee.

the annual turnover index and the "operating profit" index are independently assessed, that is, if both indicators exceed the quota, they will be rewarded, and if both indicators are different, they will be punished. If one of the indicators exceeds and the other indicator is different, the excess indicator will be rewarded and the difference indicator will be fined.

chapter VII on transfer

article 3 during the validity of this agreement, party a has the right to transfer the assets or shares of the hotel, but it shall notify party b in writing three months in advance and try not to affect the normal business of the hotel. For the hotel assets or shares transferred by Party A, Party B has the preemptive right under the same conditions.

article 31 after the transfer of hotel assets or equity, this agreement shall continue to be valid, and Party A shall coordinate the relationship between the transferee and Party B to extend Party B's full custody of the hotel. If the transferee does not agree to Party B's continued hosting, in addition to paying Party B the hosting fee of the current year according to the agreement, Party A shall also be responsible for compensating Party B for 5% of the hosting fee of the hotel last year in one lump sum, and then terminate the agreement.

Chapter VIII Handover and Termination of Agreement

Article 32 Handover

Within seven working days after the formal signing of this agreement, both parties * * * will make an inventory of the assets such as buildings, structures, equipment and facilities, materials and supplies that can be used continuously, and then formally hand them over.

when this agreement is terminated, both parties shall handle the handover procedures. In case of loss or misappropriation of assets other than normal depreciation, Party B shall be responsible for compensation.

article 33 if party b fails to meet the annual turnover target or operating profit target for two consecutive years, party a has the right to propose the termination of the entrusted management agreement.

article 34 in any of the following circumstances, party b has the right to propose an agreement to terminate the entrusted management:

1. if party a fails to meet the requirements of article 12 of this agreement, the hotel decoration level and scale can't meet the business requirements of party b, or it can't operate normally due to legal obstacles of entrusted assets, disputes over party a's debts or rights and interests of third parties.

2. Party A fails to meet the requirements of Article 13 of this Agreement, which leads to Party B's failure to operate normally.

Article 35 The agreement may be dissolved by mutual agreement, which is not considered as breach of contract and will not be liable for breach of contract. However, the party proposing to terminate the agreement shall formally notify the other party in writing more than 3 months in advance.

article 36 unless the circumstances of article 31, article 33 and article 34 occur, before the expiration of the agreement, either party shall not perform standstill agreement without reason, otherwise it shall be deemed as a breach of contract and shall be liable for compensation for breach of contract.

Chapter IX Force Majeure

Article 37 If this Agreement cannot be performed due to earthquake, typhoon, fire, war and other unavoidable or inevitable natural disasters, it shall immediately notify the other party in writing, and provide valid proof documents (recognized by the state and local government departments) of the reasons for the non-performance, partial performance and partial performance within fifteen days, so as to be exempted from the liability for breach of contract.

Chapter 1 Breach of Contract and Liability for Breach of Contract

Article 38 Party A shall be deemed to have breached the contract in the following circumstances

1. Due to Party A's reasons, Party B cannot normally manage the hotel operation according to the agreement;

2. The hardware level of the hotel can't reach the national four-star standard;

3. Party A seriously interferes with Party B's management right;

4. when adjusting the business indicators, party a intentionally puts forward excessive index requirements regardless of the market conditions, and both parties cannot coordinate.

5. When the hotel cannot operate normally due to the crisis of Party A's related debts, mortgages, guarantees or other legal relationships.

Article 39 Party B shall be deemed to be in breach of contract in the following circumstances

1. Party B's illegal operation and management.

2. Party B has failed to meet the agreed annual turnover and operating profit targets for two consecutive years.

3. Without Party A's consent, Party B makes foreign investments, loans, guarantees and mortgages in the name of the hotel.

article 4 liability for breach of contract

unless there is force majeure in chapter 9, if either party breaches the contract in chapter 1, the observant party may not only propose to terminate the custody agreement, but also have the right to claim compensation from the defaulting party.

claims for breach of contract are executed in the form of liquidated damages. The penalty is RMB 1,,. Yuan, that is, Party B who breaches the contract must pay RMB 1,,. Yuan to the observant party.

in addition, if other direct economic losses are caused to the other party, the observant party has the right to lodge an economic claim. Where Party B proposes that the engineering renovation, expansion, function adjustment and item representation agreed by Party A are not suitable for the third party to operate, it will not become the economic loss of Party A when the custody agreement is dissolved.

chapter Xi settlement of disputes in agreement

article 41 in case of disputes in this agreement, both parties shall negotiate amicably first. If negotiation fails, it shall be submitted to Wuhan Arbitration Commission for arbitration.

Chapter XII Other

Matters not covered in this Agreement shall be settled by both parties through negotiation.

any modification, addition or deletion of the contents of this agreement shall be agreed by both parties through consultation and a supplementary agreement shall be signed. The supplementary agreement has the same legal effect as this agreement.

this agreement was signed in Hunan huatian hotel co., ltd.

this agreement shall come into effect after being signed and sealed by both parties.

party a:

legal representative (signature): date:

party b:

legal representative (signature):

date: