Entrusted management party: (Party A)
Registered address:
Legal representative:
Entrusted management party: (Party B)
Registered address:
Legal representative:
Chapter 1: Trusteeship Mode and Scope
Article 1 Custody method: Party A entrusts Party B with full authority to operate and manage the Arc de Triomphe Hotel, and Party B collects the custody fee.
Article 2 Scope of custody: All operating assets and affiliated assets of the Arc de Triomphe Hotel located at No.31Xudong Street, Wuhan, including 44,700 ㎡ buildings, facilities and living facilities.
Chapter II: Duration of detention
Article 3 The storage period is ten years, from July 30, 2005 to July 30, 2065438+2005.
Chapter III: Custody Fees and Business Objectives
Article 4 Custody fee
The custody fee charged by Party B consists of two parts, namely, 3% of turnover and 2% of operating profit.
"Turnover" refers to the sum of operating income and non-operating income from Party B's actual operation after custody.
"Operating profit" refers to the profit before income tax calculated by deducting non-operating factors such as financial expenses, depreciation of fixed assets, real estate tax and property insurance in the income statement stipulated by the national accounting policy. "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 Fees
The escrow fee shall be paid in the form of "monthly advance and year-end settlement":
Every month (except June 65438+February), 3% of the actual turnover of the current month shall be withdrawn from the custody fee, and it shall be paid directly from the hotel account to the account designated by Party B before June 10 of the following month;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 65438+1October 3 1 the following year after being approved by both parties. Party B will charge a late fee of 0.5% every day.
Article 6 The business objectives agreed by both parties are:
2005 is a trial operation year, and business objectives are not assessed. Party B shall accrue the custody fee at 4% of the turnover;
From 2006 to 2008, the annual turnover was 68 million yuan and the "operating profit" was19.8 million yuan.
Starting from 2009, the business objectives will be adjusted every three years as a supplementary agreement to this hosting agreement. The adjustment of business objectives can be appropriately improved, but in principle it does not exceed the inflation index announced by the state in that year.
Article 7 Business date. Business day refers to the date when the hotel where Party B stays officially welcomes guests to spend money. The 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
Conditional can adjust the scope of business. The procedures for adjusting the business scope are as follows: 10, 20, 2 1.
When it is estimated that the adjustment of business scope will lead to an annual turnover of more than 654.38+million yuan, the business objectives, namely, the annual turnover index and the annual operating profit index, will be adjusted accordingly and made clear through supplementary agreements. If the annual turnover changes within 6,543,800,000+,the business indicators will not be adjusted.
The property management of the same building belongs to Party B in principle. If Party B fails to operate or gives up operating for other reasons, the part related to the operating cost of the hotel, such as equipment operation and maintenance, security, public space operating cost, etc. , should be reduced in the "operating profit" index.
Chapter IV Obligations and Rights of Party A
Article 9 Party A has 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 the financial statistics of Triumph Hotel to Party A, including balance sheet, profit and loss statement, cash flow statement and notes or explanations.
Article 10 Party A shall exercise the right to operate the hotel in the name of the board of directors. Examine and approve the annual financial expenditure budget proposed by Party B, and have the decision-making power to invest in fixed assets of more than 500,000 yuan, upgrade or add new equipment and facilities.
Article 1 1 The hardware conditions of Wuhan Arc de Triomphe Hotel provided by Party A have initially reached the national four-star hotel standard, 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 Wuhan Arc de Triomphe Hotel provided by it, and Party A shall be responsible for the economic losses caused by legal obstacles or Party A's debts and rights and interests, and the direct economic losses caused to Party B therefrom.
Article 13 Party A shall provide a good hotel operating environment, and provide legal and valid business licenses such as business license, tax registration certificate, cultural license, public safety license and hygiene license. Assist Party B to deal with external contradictions.
Article 14 Party A shall provide living facilities for hotel managers and employees, including two-bedroom and one-bedroom commercial houses 10 sets for Party B's senior managers, canteens, dormitories, bathhouses and other necessary living conditions, as well as necessary cultural and entertainment places for employees. The above living facilities should be solved in or near the hotel.
Article 15 provides a start-up fee of not less than 3 million yuan, and provides working capital required for normal operation in full and on time.
Article 16 During the custody operation period, Party A shall carry out indoor renovation and renovation within an appropriate range every 3-5 years according to the normal depreciation of hotel decoration and changes in the industry market. Party A shall draw 2% of the annual turnover of the hotel as the decoration fund to ensure the funds needed for the decoration and maintenance of the hotel.
Article 17 Party A has the obligation to keep Party B's business secrets from a third party.
Chapter V Rights and Obligations of Party B
Article 18: Party B has complete management rights over the hotels it manages. Party B has no right to dispose of the managed hotel.
19 personnel. Except for the personnel agreed in Article 1 1, Party B has complete hotel personnel management rights. All the existing hotel employees (waiters and managers at all levels) recruited by Party A are re-employed by Party B, with fixed posts and salaries.
Twentieth hotel financial management to implement a comprehensive budget management. After the annual budget is approved by the board of directors of Party A, Party B has the right to control it independently. If the work needs to exceed the budget, it can be implemented after 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 the purchase required for the normal operation of the hotel, as well as the investment in fixed assets of less than 500,000 yuan, the renewal or addition of equipment and facilities or other disposal.
Non-operating expenses below RMB 654.38 million shall be signed and approved by the deputy general manager of Party A, and those above RMB 654.38 million but below RMB 500,000 shall be approved by the representative of Party A's board of directors. If the amount of non-operating expenses, investment in fixed assets, renovation or addition of equipment and facilities or other disposal exceeds 500,000 yuan (including 500,000 yuan), Party B shall report to the board of directors of Party A for approval before implementation.
Article 2 1 Where Party B formally proposes business matters not specified in this agreement to Party A due to business needs, Party A shall give a written reply within 15 working days. If Party B fails to give a clear answer after this time, it shall be deemed that Party A agrees.
Article 22 Party B has the obligation to ensure that its business management activities comply with the provisions of relevant national laws and regulations and 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 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, menus and advertisements with the trademark and logo of "Huatian". During the period of custody operation, Party B will not separately collect the use fees of trademarks and names, 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 initiates 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 Except for major changes due to Party A's responsibilities or business environment, Party B shall achieve the business objectives agreed by both parties in Article 6 within 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 an agreement to terminate the custody.
Article 27 Party B shall provide the next year's business plan and budget report to the board of directors and the board of supervisors of Party A before the end of each year/0/5 days; Within 30 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 During the custody operation, Party B shall not lend, invest or guarantee in the name of the hotel without the approval of Party A's board of directors.
Chapter VI Awards and Fines
Article 29 awards and fines
If Party B exceeds the annual turnover target, in addition to collecting the custody fee according to the actually completed annual turnover, it shall also accrue 2% of the reward for the excess. If the "operating profit" index is exceeded, the reward shall be accrued at 5% of the excess.
If Party B fails to achieve the annual turnover target, it will be fined by 2% of the difference; If the target of "operating profit" is not completed, a fine of 5% of the difference will be imposed.
The fine is deducted from the storage fee.
The annual turnover index and the "operating profit" index are independently assessed, that is, if both indicators exceed, they will be rewarded, and if they are different, they will be punished. If one of the indicators exceeds and the other indicator is different, the exceeding indicator will be rewarded and the difference indicator will be fined.
Chapter VII Transfer
Article 30 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. Party B has the preemptive right to purchase the hotel assets or shares transferred by Party A under the same conditions.
Article 3 1 After the transfer of hotel assets or equity, this agreement shall remain valid. Party A shall coordinate the relationship between the transferee and Party B, and Party B shall keep the hotel in full custody. If the transferee does not agree to Party B's continued custody, in addition to paying Party B the current year's custody fee according to the agreement, Party A shall also be responsible for compensating 50% of Party B's hotel custody fee last year in one lump sum, and then terminate the agreement.
Chapter VIII Transfer and Termination of the Agreement
Article 32 Transfer
Within seven working days after the formal signing of this agreement, both parties will make an on-site inventory of buildings, structures, equipment and facilities, materials and materials that can be used continuously, and formally hand them over after being signed and approved by both parties.
After the termination of this agreement, both parties shall go through the handover procedures. The loss or misappropriation of assets other than normal depreciation shall be compensated by Party B..
Article 33 If Party B fails to reach the annual turnover target or operating profit target for two consecutive years, Party A has the right to propose an agreement to terminate the entrusted management.
Article 34 Under any of the following circumstances, Party B has the right to propose an agreement to terminate the entrusted management:
1. Party A fails to meet the requirements of Article 12 of this Agreement, resulting in the hotel decoration grade and scale failing to meet Party B's business requirements, or unable to operate normally due to legal obstacles of custody assets, debt disputes of Party A or disputes over the rights and interests of third parties.
2. Party A fails to meet the requirements of Article 13 of this Agreement, resulting in Party B's failure to operate normally.
Article 35 This Agreement may be dissolved through negotiation between both parties, and it shall not be regarded as a breach of contract and shall not be liable for breach of contract. However, the party proposing to terminate the agreement shall formally notify the other party in writing three months in advance.
Article 36 Unless the circumstances specified in Article 3 1, Article 33 and Article 34 occur, before the expiration of the agreement, either party shall not perform the suspended 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 inevitable or unavoidable natural disasters such as earthquake, typhoon, fire and war, it shall immediately notify the other party in writing, and provide valid proof documents (recognized by national and local government departments) of the reasons for the inability to perform, delay or partially perform, so as to avoid the liability for breach of contract.
Chapter X Breach of Contract and Liability for Breach of Contract
Article 38 The following circumstances shall be deemed as Party A's breach of contract.
1. Due to Party A's reasons, Party B cannot manage the hotel normally 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 Party A adjusts the business indicators, regardless of the market situation, it deliberately puts forward too high index requirements, 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 under any of the following circumstances
1. Party B's illegal operation and management.
2. Party B fails to reach the agreed annual turnover and operating profit targets for two consecutive years.
3. Without the consent of Party A, Party B invests, loans, guarantees and mortgages in the name of the hotel.
Article 40 Liability for breach of contract
Unless there is force majeure in Chapter 9, if either party violates Chapter 10, the observant party shall have the right to claim compensation from the defaulting party in addition to terminating the custody agreement.
Claims for breach of contract shall be executed in the form of liquidated damages. The liquidated damages are RMB 6,543,800+,that is, Party B shall pay RMB 6,543,800+to the observant party in case of breach of contract.
In addition, if other direct economic losses are caused to the other party, the observant party has the right to lodge an economic claim. If Party B proposes that the project reconstruction, expansion, function adjustment and goods agency 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 II Dispute Resolution of XI Agreement
Article 4 1 In case of any dispute in this agreement, both parties shall negotiate amicably. If negotiation fails, the case shall be submitted to Wuhan Arbitration Commission for arbitration.
Chapter XII Others
Matters not covered in this agreement shall be settled by both parties through consultation.
Any modification, increase or decrease of the contents of this agreement shall be agreed by both parties 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 force after being signed and sealed by both parties.
Party A:
Legal Representative (Signature): Date:
Party B:
Legal representative (signature):
Date: