EXHIBIT 10.5
LEASE CONTRACT
Lessor: China Electronic Information Industry Group Corporation
("Party A")
Registration Domicile: Beijing, China
Legal Representative: Wang Jincheng
Address: ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Telephone No: ▇▇▇▇▇▇▇▇
Fax No: 68213745
Lessee: Asiainfo Computer Network (Beijing) Co., Ltd.
("Party B")
[renamed to "AsiaInfo Technology (China) Inc."]
Registration Domicile: Beijing, China
Legal Representative: ▇▇▇▇ ▇▇▇▇▇
Address: ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Telephone No: ▇▇▇▇▇▇▇▇
Fax No: 68467050
1 SUBJECT MATTER FOR LEASE
1.1 Party A agrees to lease to Party B under good status the third and fourth
floors of China Electronic Information Building located at ▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, with the aggregated area under the lease six
thousand three hundred forty-six point four seven square metres
(6,346.47m2) (which is gross area, including shared area for common use),
with the particular position as delineated by the red lines on the drawing
of Appendix 1.
1.2 Party A shall provide the interior decoration, with the standard as: the
ground of the third and fourth floors shall be cement flooring, general
gypsum board suspended ceiling, emulsion paint wall, wood skirting board,
general insert fluorescent lighting.
1.3 The premises mentioned above shall only be used for office purpose.
2 LEASE TERM
2.1 The premises mentioned above shall be of a lease term of five (5)
years, commencing from 16 February 2000 to and ending on 15 February 2005.
2.2 Upon expiration of the lease term, Party A shall have the right to take
back the premises under the lease and Party B shall return the premises
timely. In the event that Party B wishes to renew the lease, Party B shall
handle the renewal procedures with Party A three (3) months prior to the
expiration of this Contract.
2.3 Party A and Party B agree that the leasing price for the premises
mentioned above shall, from the fourth year of the lease term, be
appropriately adjusted according to the leasing price condition on the
market then. Party A and Party B shall, two (2) months prior to the
beginning of the fourth year of the lease term, enter into a supplementary
agreement in respect of the adjustment scale of the leasing price and rent
payment method for the last two years of the lease term. In case both
Parties can not reach agreement on the issue of the adjustment scale at
that time, this Contract shall be terminated on 15 February 2003.
3 RENT AND PAYMENT
3.1 During the lease term, the leasing price shall be three point nine
Renminbi (RMB3.9) per square metre for each day (which is gross area,
including property management fee), with the lease term to be calculated
according to calendar days.
3.2 Payment of the rent for the first three (3) years shall be as: the rent
shall be paid quarterly, with the whole rent to be paid in twelve (12)
instalments and the first instalment to be two million two hundred twenty
seven thousand six hundred and ten point nine seven Renminbi
(RMB2,227,610.97) to be paid by Party B to Party A within five (5) working
days of the date of this Contract, and the other instalments to be paid
with their respective amount and date as follows:
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No. of Instalment Date of Payment Amount of Payment
(RMB)
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2 5 May 2000 - 15 May 2000 2,277,113.44
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3 5 August 2000 - 15 August 2000 2,277,113.44
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4 5 November 2000 - 15 November 2000 2,277,113.44
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5 5 February 2001 - 15 February 2001 2,202,859.74
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6 5 May 2001 - 15 May 2001 2,277,113.44
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7 5 August 2001 - 15 August 2001 2,277,113.44
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8 5 November 2001 - 15 November 2001 2,277,113.44
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9 5 February 2002 - 15 February 2002 2,202,859.74
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10 5 May 2002 - 15 May 2002 2,277,113.44
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11 5 August 2002 - 15 August 2002 2,277,113.44
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12 5 November 2002 - 15 November 2002 2,277,113.44
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4 EARLY WITHDRAWAL FROM THE LEASE
In case either Party A or Party B wishes, during the valid term of this
Contract, to withdraw early from the lease for some particular reason, it shall
notify the other Party in writing three (3) months in advance and also pay the
other Party a liquidated damage for an amount equivalent to fifty percent (50%)
of the annual rent. Party A shall also return to Party B the rent which is
already paid but not actually incurred.
5 MANAGEMENT FEES AND OTHERS
5.1 All the fees during the lease term in connection with the premises
mentioned above for electricity, deposit of telephone lines, telephone and
charges in connection with the lease and use of the premises mentioned
above shall be paid by Party B in full amount and timely according to the
provisions and requirements of the Building Property Management Company
(the "Company") or other relevant departments.
5.2 Any taxes and fees payable by the owner of the premises mentioned above
(Party A) according to the laws or relevant provisions in connection with
the lease of the premises mentioned above shall be paid by Party A.
6 PARTY A'S RIGHTS AND OBLIGATIONS
6.1 In the event of default by Party B of this Contract, Party A may
authorise, with no further notice otherwise, the Company to procure the
rectification by Party B of its default and its compensation of
corresponding losses.
6.2 During the three (3) months prior to the expiration of the lease term,
Party A may enter the premises with any person who has the intention to
lease the premises for the purpose of inspection, subject to notification
to Party B and obtaining Party B's agreement.
6.3 In the event that Party B has not removed all or any part of its own
private property or self-installed equipment and articles out of the
premises within fifteen (15) days of the expiration or termination and
discharge of this Contract, Party A will charge Party B an extra rent for
the delay according to the actual days elapsed.
6.4 In the event of any damage to the fixed apparatus and facilities such
as roof, main structure, floor and drainage pipes, gas pipelines, power
cables, etc which are not attributable to Party B, Party A shall assume the
cost for the maintenance. When such damage occurs, Party B shall notify
Party A (or the agent authorised by Party A) timely for the Company to
arrange for the maintenance.
6.5 Party A shall declare and pay taxes and fees by itself in connection
with its lease out of the premises.
6.6 Party A shall guarantee that the Building has already been granted the
approval to be in operation and has passed the acceptance examination by
the relevant department.
6.7 Party A shall deliver the premises to Party B strictly in accordance
with the time and standards agreed in this Contract.
7 PARTY B'S RIGHTS AND OBLIGATIONS
7.1 Party B shall have the right to use the premises mentioned above and
the common areas and common equipment of the Building and assume the
corresponding liabilities and obligations in accordance with the provisions
of this Contract and the rules and regulations of the Building.
7.2 Party B shall adopt necessary preventive measures as to prevent fire
occurring to the premises.
7.3 In the event of any damage to the premises due to Party B's improper
use, management and maintenance, Party B shall notify Party A or the
Company of the same timely and shall assume the maintenance cost and
compensation which occurs as a result thereof.
7.4 Party B shall decide by itself on issues of insurance for the property
Party B places within the premises mention above or Party B may authorise
the Company to handle such issues on its behalf.
7.5 Party B may not transfer, sublease or otherwise let other people use
all or any part of or share the premises mentioned above with other people.
7.6 Party B agrees that Party A may, within reasonable time and subject to
giving prior notice (or under urgent circumstances, without giving prior
notice), enter the premises mentioned above for the purpose of inspection
and examination of the status of the facilities originally installed within
the premises, or handling contingency issues. In case the facilities are
damaged due to Party B's fault, Party B shall repair promptly such damage
according to Party A's requirement and at its own cost, or Party A shall
have the right to carry out the repair for Party B and the cost thereof
shall be borne by Party B.
7.7 Party B may carry out by itself necessary decoration and reform of the
air-conditioning and fire-fighting systems and non-bearing partition walls
of the premises mentioned
above, but such reform on the principle shall not
damage the monolithic structure and facilities of the premises.
7.8 In the event of any damage to other people's property or injury to
individuals due to Party B's improper use, management, maintenance, etc of
the premises mentioned above, Party B shall solve by itself the dispute
arising therefrom and assume by itself the liability to compensate such
damage.
7.9 Upon expiration of the lease term, Party B shall remove its own private
property and self-installed equipment and articles out of the premises
mentioned above, hand back the premises mentioned above under clean and
good status to Party A. Articles as a result of Party B's decoration may
remain to be owned by Party A, and Party A does not have to pay
compensation for such decoration. In the event of any damage to the
interior and outside of the premises mentioned above due to Party B's
dismantlement, carrying-away, etc, Party B shall be liable for repair and
compensation of such damage.
7.10 Any act of negligence of duty, of default and of infringement on the
part of Party B's employees, visitors and other people permitted to enter
the premises mentioned above in connection with their management,
maintenance and use of the premises mentioned above shall all be deemed as
Party B's act, and Party B shall be liable to Party A therefor.
8 FORCE MAJEURE
In the event of earthquake, typhoon, storm, fire, war and other force majeure
events which are unforeseen, with their occurrence and consequences
unpreventable and unavoidable, and which prevent performance by either Party of
this Contract or performance of this Contract according to the terms and
conditions agreed in this Contract, the Party encountering such force majeure
shall promptly inform the other Party by telegram or fax and shall furnish
within fifteen (15) days details of such force majeure and valid proof documents
as to this Contract being unable to be performed in whole or in part, or to be
delayed for its performance. The proof documents shall be issued by the local
notary institution where the force majeure occurs. The Parties shall consult
with each other to decide whether this Contract shall, in accordance with the
extension to which the performance of this Contract is affected, be terminated,
partly discharged of the performance liabilities or delayed for its performance.
9 LIABILITY FOR BREACHING CONTRACT
If Party B fails to pay the rent to Party A timely according to this Contract,
Party A shall have the right to notify Party B in writing for immediate payment.
For delay in payment, Party B shall pay Party A the surcharge at the rate of
five percent (5%) of the monthly rent for each day. In case the delay in
payment exceeds thirty (30) days, Party A shall have the right to discharge this
Contract, with the date of issue of the written notice for discharge being the
date of such discharge, and this shall be regarded as the termination of this
Contract by Party B's breaching contract and Article 4 of this Contract shall
then apply. Apart from the rent Party B has delayed to pay, Party B shall also
pay all the surcharge in accordance with this Article.
10 PRE-EMPTIVE RIGHT
10.1 Party B may propose to renew the lease three (3) months prior to the
expiration of the lease term and, if Party A intends to continue to lease
out the premises mentioned above and Party B has no material default during
the lease term, Party B shall have the pre-emptive right to enter into the
renewal lease contract for the premises mentioned above under the same
conditions and terms.
10.2 During the lease term or upon expiration of the lease term, if Party A
intends to sell the premises mentioned above and Party B has no material
default during the lease term, Party B shall have the pre-emptive right to
purchase the premises mentioned above under the same conditions and terms.
11 GOVERNING LAW AND SETTLEMENT OF DISPUTE
11.1 The formation, validity, interpretation, implementation and dispute
settlement of this Contract shall be governed by the laws of the People's
Republic of China.
11.2 Any dispute arising out of the performance of this Contract or in
connection with this Contract shall be settled by the Parties through
friendly consultations between them. Failing it, such dispute shall be
referred to and finally settled by arbitration of the Beijing Arbitration
Commission.
12 MISCELLANEOUS PROVISIONS
12.1 In the event that any provision of this Contract is made invalid,
illegal or unenforceable in accordance with the laws, the validity,
legality and enforceability of all other provisions of this Contract shall
not be affected thereby and the Parties shall continue to perform such
valid provisions of this Contract.
12.2 Any notice, request or other communication in connection with this
Contract shall be in writing and shall be sent to the other Party by
registered mail, personal delivery or fax at the addresses of the Parties
set forth above first. Mails to Party B may also sent to the address of
the premises mention above.
12.3 Anything not covered in this Contract shall be dealt with in the
Supplementary Agreement otherwise entered into between Party A and Party B,
which shall be an appendix to this Contract. The appendix to this Contract
and the various rules and regulations set forth by the Company in relation
to the management of the Building and the premises mention above shall be
an integral part of this Contract.
12.4 This Contract shall have its Chinese version as the authentic version.
12.5 Upon agreement by the Parties, the execution of this Contract may be
witnessed by the lawyers who shall further supervise the performance of
this Contract. The legal fees incurred therefor shall be borne by Party B.
12.6 This Contract shall be executed in four (4) copies, with the lessor and
lessee each keeping two (2) versions. Each of the four (4) copies of this
Contract shall be equal in legal force.
12.7 This Contract shall become effective on the date of its signature.
IN WITNESS WHEREOF each of the Parties hereto have caused this Contract to be
executed by its duly authorised representative on the date set forth below.
Party A: (Contract Seal of China Electronic Information Industry Group
Corporation)
Representative of Party A: (signature)
Dated: 31 August 1999
Party B: (Contract Seal of Asiainfo Computer Network (Beijing) Co., Ltd.)
Representative of Party B: (signature)
Dated: 31 August 1999
SUPPLEMENTARY AGREEMENT (1)
Upon consultation between Party A and Party B, Party A undertakes to Party B
that the following special terms shall apply.
1 RENT FREE PERIOD FOR DECORATION
1.1 There shall be a rent free period of five (5) months for decoration of
the premises mentioned above, which commences from 15 September 1999 and
continues to end on 14 February 2000, provided that Party B shall still pay
to Party A during the rent free period the property management fee which is
1 Renminbi (RMB1) per square metre per day.
1.2 Party A shall, from 15 September 1999, provide Party B with the
necessary conditions for decoration, such as work site, temporary water and
electricity supply, lifts and traffic access for goods and personnel. In
the event of the decoration being delayed due to Party A's fault, the rent
free period for decoration shall be calculated according to the actual days
spent for the decoration and the rent free period for decoration shall be
extended according to the actual days thus delayed.
1.3 Party A shall assist Party B to handle the procedures with the relevant
government authorities for approval to the decoration work, such as the
fire-fighting bureau, designing institution, quality inspection station,
etc. In the event of the decoration being delayed due to Party A's fault,
the rent free period for decoration shall be extended according to the
actual days thus delayed.
1.4 In the event of the rent free period for decoration being delayed due
to Party B's fault or the authorised decoration company being unable to
submit timely the decoration plan to the Beijing fire-fighting department
for examination and approval, or the decoration plan being unable to be
approved by the fire-fighting department or relevant government, the rent
free period for decoration shall not be extended and Party A shall not bear
any liabilities.
2 FREE PARKING SPACE
Party A shall provide Party B with twenty (20) to thirty (30) ground parking
spaces free of charge, and Party B shall have the option to choose such parking
spaces.
3 LIFTS
3.1 During the lease term, Party A shall provide Party B with one (1)
passenger lift for its internal decoration work and, when Party B requires,
for Party B's exclusive use. In respect of other lifts, the third and
fourth floor bottoms thereof may be changed to those with Party's sign,
with the cost needed to be borne by Party B. Party B guarantees that
it shall not violate the relevant provisions by Party A and the Building
Property Management Company.
3.2 During the lease term, Party A shall permit Party B to control and use
the elevator between the third and fourth floors, with the cost of
electricity to be borne by Party B.
4 TOILET
Party A shall, before 30 October 1999, provide Party B on each of the third and
fourth floors respectively with one (1) toilet room for male and one (1) toilet
room for female, with the cost for general decoration to be borne by Party A and
the cost for fine decoration to be borne by Party B.
5 SIGNBOARD IN THE HALL
During the lease term, Party A shall permit Party B to have its sign visibly
placed at the signboard in the hall.
6 ADVERTISEMENT
During the lease term, Party B shall be permitted, under Party A's overall
arrangement, to erect at outside of the Building (e.g. top, periphery, parking
lot, etc) signs and signboards of Party B, and shall have the option, after
China Electronic Group and Xihua Group in precedence, in respect of sign
position selection provided it shall pay relevant fees in accordance with the
relevant provisions.
7 FLAGPOLE
Party A agrees that Party B may, when its has such need, use the flagpole on the
plaza of the China Electronic Information Building during the lease term.
8 PARTITION
During the lease term, Party A shall permit Party B to have partitions of closed
type between the second and third floors (which shall be subject to the Beijing
municipal fire-fighting standards and guarantee the unblocked status of the
passages for fire-fighting).
9 PARTITION
During the lease term, Party A shall guarantee that the electricity supply to
the third and fourth floors reaches 260KW.
10 DDN SPECIFIC LINES
Party A shall guarantee that the DDN specific lines provided to Party B comply,
before 30 October 1999, with the technical requirements by the Telecommunication
Bureau for transmission data. Where necessary, Party A shall establish nodal
equipment. In case that Party B is not able to be provided timely with DDN
specific lines in compliance with the
technical requirements by the Telecommunication Bureau for transmission data,
Party B shall be granted an extension of the rent free period for the same days
as those being delayed for failing to provide the DDN specific lines.
11 TELEPHONE REQUIREMENTS
During the lease term, Party A shall guarantee to provide Party B with three
hundred (300) trunk and direct lines, and shall assist Party B to carry out such
work as equipment relocation, etc.
12 STORAGE ROOM
During the lease term, Party A shall provide Party B with a space of two hundred
to three hundred square metres (200~300m2) at the underground room of the China
Electronic Information Building for Party B's use as its storage room, with the
fees to be agreed otherwise.
13 OTHERS
During the lease term, Party A agrees that Party B shall be given preferential
treatment when it uses such accessory facilities as the multi-function hall,
meeting hall, etc of the China Electronic Information Building.
Party A: (Contract Seal of China Electronic Information Industry Group
Corporation)
Representative of Party A: (signature)
Dated: 31 August 1999
Party B: (Contract Seal of Asiainfo Computer Network (Beijing) Co., Ltd.)
Representative of Party B: (signature)
Dated: 31 August 1999
SUPPLEMENTARY AGREEMENT (2)
In order to guarantee the implementation of the provisions set out in
Supplementary Agreement (1), Party A undertakes, upon consultation between Party
A and Party B, to Party B that the following special terms shall apply.
1 During the lease term, Party B shall pay, on a lump sum basis, to Party
A's subsidiary China Electronic Weihua Industrial Development Company an
amount at the rate of zero point zero eight Renminbi (RMB0.08) per day per
gross square metre calculated daily for a period of three (3) years.
The total amount to be paid shall be five hundred fifty six thousand four
hundred fifty eight point four nine Renminbi (RMB556,458.49), which shall
be paid within five (5) working days of the signature of this Contract.
2 Party B undertakes to keep confidential the terms in relation to commercial
transaction in this Contract.
Party A: (Contract Seal of China Electronic Information Industry Group
Corporation)
Representative of Party A: (signature)
Dated: 31 August 1999
Party B: (Contract Seal of Asiainfo Computer Network (Beijing) Co., Ltd.)
Representative of Party B: (signature)
Dated: 31 August 1999
LAYOUT OF THIRD FLOOR
OF
CHINA ELECTRONIC INFORMATION ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ELECTRONIC INFORMATION BUILDING