EXHIBIT 10.19
UNION PLAZA
LEASE AGREEMENT
5TH FLOOR OFFICE
FEBRUARY 27, 2003
CONTRACT NO.: 2003008
UNION PLAZA SHORT TERM LEASE AGREEMENT
Party A: Beijing Fu Yu Da Real Estate Development Co., Ltd.
Party B: Beijing Ninetowns Digital Technology Limited
Due to work requirements, Party B needs to temporarily lease 250 square
metres of usable area in the west side of 5th Floor for office purposes. The
term is a total of 55 days from March 20, 2003 to May 14, 2003, during such
period, Party A will collect a lump-sum charge of US$7,600.00 in total
(including the property management fee) from Party B.
Party A (Signature): /s/ Liu Hu Sheng Party B (Signature):
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Legal Representative: /s/ ▇▇ ▇▇▇▇▇ Ju Legal Representative:
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Agent: /s/ Li ▇▇▇▇ ▇▇▇ Agent: /s/ Sun Xin
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Date: February 27, 2003 Date: February 27, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ LEASE AGREEMENT
Lessor: Beijing Fu Yu Da Real Estate Development Co., Ltd.
(hereinafter referred to as "Party A")
Business Registration No: Qi Zuo ▇▇▇▇ ▇▇▇▇ Zi No. 010823
Legal Address: Suite ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Legal Representative: Longsheng ▇▇▇▇▇ Title: Chairman
Nationality: Malaysian
Lessee: Beijing Ninetowns Digital Technology Limited
(hereinafter referred to as "Party B")
Business Registration No:
Legal Address:
Legal Representative: Title:
Nationality:
This agreement was executed by Party A and Party B on February 27,
2003. In order to specify the rights and obligations of both parties, all of the
following agreements have been reached unanimously through negotiations, and
both parties must observe them jointly.
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TABLE OF CONTENTS
CHAPTER 1 THE LEASED PREMISES 1
CHAPTER 2 THE LEASE TERM 1
CHAPTER 3 THE RENT 1
CHAPTER 4 THE SECURITY DEPOSIT 1
CHAPTER 5 OTHER CHARGES 2
CHAPTER 6 THE PAYMENT METHOD 2
CHAPTER 7 PARTY A'S RIGHTS AND OBLIGATIONS 3
CHAPTER 8 PARTY B'S RIGHTS AND OBLIGATIONS 4
CHAPTER 9 PARTY A'S EXEMPTION CLAUSES 6
CHAPTER 10 FORCE MAJEURE 6
CHAPTER 11 LIABILITY FOR BREACH OF AGREEMENT 6
CHAPTER 12 DISPUTE RESOLUTION 8
CHAPTER 13 OTHER TERMS 8
ATTACHMENT 1 FLOOR PLAN OF FIFTH FLOOR
ATTACHMENT 2 BUILDING MANAGEMENT REGULATIONS
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CHAPTER 1 THE LEASED PREMISES
1.1 Party A is hereby willing to lease to Party B and Party B is willing to
lease from Party A the ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ located at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ of approximately ▇,▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
(▇▇▇▇▇▇ ▇▇▇▇) for office purposes. Its position is specified for
reference purposes in Attachment 1 to this agreement, and the said
leased offices are hereinafter referred to as "the leased premises."
1.2 Party B is hereby willing to lease 5 parking spaces in the basement of
Union Plaza.
1.3 Party B may jointly use the common areas and common facilities of Union
Plaza (hereinafter referred to as "the building") with other tenants,
but it must observe the usage regulations of the management company.
CHAPTER 2 THE LEASE TERM
2.1 The lease term of this agreement for Party B's leased premises is one
year, from May 15, 2003 to May 14, 2004.
2.2 Party B enjoys a two-month rent-free grace period from May 15, 2003 to
July 14, 2003. During this period, Party A will exempt Party B from
rent for the leased premises, but it will collect a monthly property
management fee of ▇▇▇▇.▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇) totaling
US$13,500.00.
2.3 If Party B requests for a lease renewal, it should submit a written
request to Party A two months before the expiration of this agreement.
Upon agreement through negotiation by both parties and on equal terms,
Party B has the priority to sign a lease agreement for the next period.
Should Party B fail to reach a lease renewal agreement with Party A one
month before the expiration of this agreement, Party A is entitled to
lease the leased premises to a third party.
CHAPTER 3 THE RENT
3.1 The monthly rent for Party B's leased premises is US$22.00 (including
the property management fee) per square metre (usable area), for a
monthly rent of US$29,700.00 in total.
3.2 The rent for each parking space is US$70.00 per month; the total rent
for the parking spaces is US$350.00 per month.
3.3 Party B may install direct line telephones with an IDD function from
the telephone office on its own, for which it will make a lump-sum
payment to Party A of RMB600 per line, and Party A will cooperate in
connecting them to the telephone ports within the leased premises.
CHAPTER 4 THE SECURITY DEPOSIT
4.1 Should Party B lease from Party A direct line telephones with an IDD
function, the telephone line security deposit is RMB3,000 per line.
Pending the termination of this lease agreement and after Party B
returns the business location in good condition and pays all telephone
charges in full, Party A will return the telephone line security
deposit to Party B in full, but without interest.
4.2 Should Party B violate the terms and conditions of this lease
agreement, Party A may notify Party B in writing requesting Party B to
fulfill the said terms and conditions. Should Party B still fail to
fulfill the said terms and conditions 15 days after receipt of the
written notice, Party A is entitled to use and deduct part or all of
the security deposit in the amount of the losses caused to Party A due
to Party B's violation of said terms and conditions. Should Party B's
security deposit held by
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Party A be less than the amount provided in section (1) of this
article, Party B must make up the security deposit in full within seven
days of the receipt of written notice from Party A. Otherwise, Party A
is entitled to collect a late charge from Party B in the amount of 0.3%
of the security deposit shortage.
4.3 Upon the termination of this lease agreement, provided that Party B has
not violated any terms, has paid all charges payable, and has returned
the said leased premises in good conditions, Party A should refund
Party B's security deposit within 30 business days, but without
interest. Should the cost of losses caused to Party A by Party B's
actions be more than the amount of security deposit, Party A is
entitled to request Party B for compensation for losses.
4.4 Both parties agree that when the area of the leased premises is less
than 500 square metres, Party B must return the leased premises to
Party A in accordance with the agreed conditions within five days of
the expiration of this lease agreement; when the area of the leased
premises is more than 500 square metres, Party B must return the leased
premises to Party A in accordance with the agreed conditions within 10
days of the expiration of this lease agreement. Should Party B occupy
the leased premises beyond the deadline, Party A is entitled to collect
an occupancy fee based on the market rental rate at that time, and to
deduct it from Party B's security deposit. Should the security deposit
be insufficient to offset it, Party A is entitled to recover the said
late occupancy fee from Party B.
4.5 Party B may not rely on having paid the security deposit to Party A as
a ground for refusing to pay any other charges payable.
CHAPTER 5 OTHER CHARGES
5.1 Party B must pay charges to Party A such as electricity charges,
decoration supervision fees and decoration security deposit during the
decoration period. For the fee payment instructions, see the "Tenants'
Decoration Handbook".
5.2 Should Party B lease Party A's direct telephone line, the actual
telephone charges incurred should be paid in full by Party B based on
the amount charged by the telephone office.
5.3 The leased premises have a smart card independent electric meter, and
the power charges are bought by Party B on its own in advance at Party
A's office location.
5.4 Other fees for compensable services, including but not limited to
business center service fees, interior cleaning fees, flower rental and
display fees and conference room rental charges, etc.
CHAPTER 6 PAYMENT METHOD
6.1 It is provided that the rent (including the property management fee)
for Party B's leased premises must be paid once a month, and that the
first month's rent for this lease agreement must be paid to Party A
upon the signing of this lease agreement; thereafter, Party B must pay
the monthly rent to Party A before the seventh day of every month.
6.2 The property management fee for the rent-free decoration period must be
paid to Party A upon the signing of this agreement.
6.3 Party B's actually incurred telephone and electricity charges and other
fees for compensable services must be paid by Party B to Party A no
later than seven days after the end of the month which Party B received
a notice from Party A.
6.4 Party B should pay the rent to Party A in U.S. dollars. If it pays in
RMB, the exchange rate is computed in accordance with 1: 8.277.
However, other related charges are paid in RMB.
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6.5 Payment methods: check and remittance.
6.6 Should Party B fail to pay all related charges in full by the
designated deadlines in accordance with the charges listed in the terms
of this agreement, Party A is entitled to collect from Party B a late
charge for every late day in the amount of 0.3% of the rent and related
expenses that Party B has failed to pay.
CHAPTER 7 PARTY A'S RIGHTS AND OBLIGATIONS
7.1 FEE COLLECTION RIGHTS
Party A is entitled to collect the stipulated rent and other charges in
accordance with the terms of this agreement.
7.2 BUILDING MANAGEMENT
Party A or its authorized property management company is responsible
for the building management work, including work such as the security,
fire control and cleaning of the common areas, and the suitable repair
and maintenance of the common facilities. During Party B's rent-free
decoration period, Party A should provide the necessary decoration
conditions and cooperation, and from the date that Party B starts the
business officially, the building should have normal services such as
water and electricity supplies, lighting, air conditioning, telephone
lines and washrooms.
7.3 BUILDING MANAGEMENT REGULATIONS
Party A is entitled to draw up or amend the building management
regulations, decoration regulations and other necessary rules and
regulations based on the actual building management circumstances,
provided that national laws and regulations are not violated. However,
it must notify Party B in writing.
7.4 INSURANCE
Party A is responsible for purchasing appropriate insurance on the
common areas of the building.
7.5 BUILDING NAME CHANGES
Party A reserves the right to change the name of the building, but it
must give Party B at least three months' notice.
7.6 PROPERTY RIGHTS TRANSFER
Party A is entitled to transfer part or all of the property rights of
the building without Party B's consent, but Party A must notify Party B
the name and contact method of the new property owner in writing, and
the new titleholder and Party B must continue to observe the terms of
this agreement.
7.7 CHANGES OF BUILDING FACILITIES
So long as it does not affect Party B's normal use, Party A is entitled
to change/alter parts of the building such as the location of the
building's entrances, corridors, hallways, doors, platforms,
staircases, lobbies, lifts, malls or washrooms, but it must give Party
B prior written notice, and Party B may not demand compensation from
Party A for inconveniences, disturbances, business losses, space
losses, or other reasons.
7.8 TERMINATION OF THE AGREEMENT
In the event of any of the following circumstances involving Party B,
Party A is entitled to unilaterally terminate this agreement.
7.8.1 Party B violates national laws and regulations, or conducts illegal
business operations or other illegal activities;
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7.8.2 Party B changes the use of the leased premises without authorization;
Party B sublets or assigns part or all of the leased premises without
authorization for use by a third party or for joint use with a third
party.
7.8.3 Party B fails to pay the rent or other charges for two cumulative
months.
CHAPTER 8 PARTY B'S RIGHTS AND OBLIGATIONS
8.1 THE RIGHT TO PEACEFUL USE
Party B enjoys the rights to occupy and use the leased premises. During
the lease term, if Party B has paid the rent and other related charges
and observed all of the terms of the agreement, Party A may not
infringe without cause on Party B's right to use the leased premises
(except as provided otherwise by the terms of this agreement).
8.2 MANAGEMENT REGULATIONS
Party B must strictly observe and respect all management regulations
drawn up by Party A or the management company, including but not
limited to the tenants' handbook, tenants' decoration rules, fire
safety regulations, and parking lot regulations, etc.
8.3 COMMON FACILITIES
Party B is entitled to the reasonable use of the common facilities of
the building, but Party B must pay the related fees and observe the
management regulations made by Party A or its management company for
the common facilities of the building.
8.4 PAYMENT OF RENT AND OTHER CHARGES
Party B must pay the rent and other charges (including all fees for
compensable services) on time in accordance with the relevant terms of
this lease agreement.
8.5 INTERIOR DECORATION
If Party B performs interior decoration on the leased premises, it must
observe the relevant provisions of the "Tenants' Decoration Rules" and
the following provisions:
8.5.1 Party B's interior decoration specifications must comply with all of
the laws of the People's Republic of China, the building decoration
rules and the building management rules;
8.5.2 Should Party B need to change the wiring layout, air conditioning
equipment or fire control system (including the sprinkler heads) within
the leased premises, it must submit a written request to Party A
proceed only after obtaining Party A's consent. Moreover, it must
engage a contractor designated by the building to perform any
remodeling, and Party B will be responsible for paying all of the
related costs;
8.5.3 During the decoration period, Party B must purchase fire and third
party insurance, and it must assume the liability for damages to the
building's common facilities and to the property of other tenants
caused by decoration on the leased premises;
8.5.4 If Party B violates the building decoration rules and fails to apply
for the relevant decoration or remodeling, Party A may demand Party B
to dismantle all unauthorized finishing or remodeling work, and the
related expenses will be assumed by Party B;
8.5.5 Party B must dispose the decoration garbage or waste on its own, and it
may not place it in the common areas. Otherwise, Party A is entitled to
remove the garbage and to collect the related costs from Party B;
8.5.6 Party B must pay the "Decoration Security Deposit" to Party A as a
precondition for Party B's honest observance of the decoration rules.
After the decoration is completed, Party B must notify Party A in
writing to inspect the leased premises. If Party B has completed the
work in accordance
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with the approved blueprints and plans and has not violated any rules,
Party A will return the "Decoration Security Deposit" to Party B within
one month, but without interest.
8.6 THE BUILDING STRUCTURE AND APPEARANCE
Party B may not modify the building's facilities or take any actions
within the leased premises that would affect the structure and
appearance of the building. If Party B needs to modify the facilities
of the leased premises, it must obtain Party A's prior written
approval.
8.7 COMPLETE FITTINGS
When this agreement is terminated or terminated in advance for other
cause, Party B must return the leased premises to Party A completely in
accordance with their status quo, and all accessory equipment provided
by Party A must be complete and appropriate. Moreover, equipment,
partitions and fittings installed by Party B must be complete and
appropriate before being returned to Party A. Otherwise, Party A is
entitled to recover from Party B the costs required to restore the
interior fittings.
8.8 INTERIOR MAINTENANCE SERVICE
Party B should keep all facilities in the leased premises in good
condition, including the doors and windows, walls, suspended ceilings
and all fixed appurtenances or equipment provided by Party A. If
improper actions or usage by Party B cause damage to the equipment of
the leased premises, the repair costs are borne by Party B. All repairs
of any of the facilities provided by Party A in Party B's leased
premises must be done by a contractor designated by Party A. If the
facilities of the leased premises need to be repaired, Party A is
responsible for the repairs, but Party B must notify Party A or its
management company, in order to keep the normal operation of Party B's
official business or overall system from being affected. In addition,
Party B agrees that Party A may repair and maintain all facilities
within the leased premises, but Party A must notify Party B in advance,
except in emergencies.
8.9 INTERIOR CLEANING
Party B should perform regular cleaning of its leased premises, and the
related cleaning costs are borne by Party B.
8.10 PERMISSION TO ENTER THE PREMISES
8.10.1 Party B agrees that Party A or its authorized agent may enter the
leased premises at appropriate times and upon reasonable notification
to Party B (except in emergencies), in order to take appropriate fire
fighting actions or to deal with other security problems, inspect the
maintenance service status of the premises, record Party A's fixed
installations, conduct maintenance service, routine inspections and
emergency repairs.
8.10.2 After notifying Party B in advance, Party A may bring prospective
tenants that wish to lease the offices into the leased premises to
inspect within two months before the expiration of this agreement and
Party B may not find an excuse to refuse.
8.11 INSURANCE AND THIRD PARTY LIABILITY
Party B must be responsible for the security of all properties,
equipment, installations and other tenants within the leased premises,
and it must purchase the appropriate insurance on its own. If danger
caused by Party B's private property or Party B's actions cause
indirect or direct damage or property damage to Party A's building
facilities or to a third party, Party B must assume the corresponding
liability and pay compensation; in addition, if Party A is presented
with a victim claim due to the above-mentioned circumstances, Party B
must compensate Party A for its losses.
8.12 PASSAGE PERMISSION FOR THE BUILDING'S CONDUITS
Party B agrees that the conduits to the building's common facilities
such as water, electricity, gas, communications and central air
conditioning may pass through the leased premises; Party A is entitled
to send officers to enter Party B's leased premises to conduct relevant
inspections, repairs
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or renovation work, but it should notify Party B in advance, except in
emergencies. If any renovation work affects the decoration of the
leased premises, Party A must be liable for Party B's costs for the
said losses.
8.13 BUILDING INSURANCE NOT TO BE AFFECTED
Party B may not engage in any activity or action that might cause part
or all of the building insurance to become invalid. If Party A or its
authorized management company is required to pay additional insurance
premiums or any other related expenses due to Party B's improper
behavior, Party B must promptly pay compensation.
8.14 NO SUBLEASING
Except with Party A's written consent, Party B may not assign, sublease
or use other form to transfer all or part of the leased premises for
use by a third party or for joint use with another party.
8.15 EXCLUSIVE USE OF THE BUILDING NAME
Except with Party A's written consent, Party B may not use the Chinese
or English words for "UNION PLAZA" or similar words to conduct business
operations.
CHAPTER 9 PARTY A'S EXEMPTION CLAUSES
9.1 LOSSES CAUSED BY SERVICE TERMINATION
Under the following circumstances, Party A is not required to be
responsible for paying compensation for business losses or other
incidental losses of Party B or relevant persons:
9.1.1 The central air conditioning, elevators, fire control, security system
or other building facilities are forced to suspend service or undergo
emergency repairs, and the cause is beyond the control or prior
knowledge of Party A.
9.1.2 If there is personal, or property damage or destruction caused by a
fire alarm, water leakage, smoke emissions or other accident within the
building due to negligence by another tenant or user, Party A should
recover compensation for damages from the responsible party on Party
B's behalf.
9.1.3 If the central air conditioning, electricity supply or other services
are terminated due to an unexpected power outage.
CHAPTER 10 FORCE MAJEURE
10.1 If a hurricane, landslide, strata subsidence, natural disaster, war,
riot or other force majeure event causes serious damage to the
building, with the result that the building and the leased premises
cannot be used normally, and a relevant government department declares
the building to be unsafe (but not including damage caused directly or
indirectly by negligence or other action by Party B during the lease
term), and if, as a result of the above, the building is demolished or
closed for more than three months, Party A must notify Party B in
writing of the relevant circumstances. Party B may suspend rent
payments after the building is closed down, until Party A can return
the leased premises to Party B for use. If the building is completely
destroyed and Party A cannot complete the repairs within six months,
either party may notify the other party in writing that the agreement
is terminated without being required to pay any compensation, and the
security deposit must be returned to Party B.
CHAPTER 11 LIABILITY FOR BREACH OF AGREEMENT
11.1 TERMINATION OF THE AGREEMENT
Except as provided in Article 7.8 of Chapter 7 and Chapter 10 of this
agreement, neither party may terminate the agreement in advance. If
either party commits an act that violates this agreement, it should pay
compensation for the economic losses caused to the other party by its
breach of
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agreement. If both parties are at fault, both parties should assume
their respective liability for breach of agreement based on the
circumstances.
11.2 REPOSSESSION OF THE LEASED PREMISES
Party A is legally entitled to repossess the whole leased premises and
terminate this agreement under the following circumstances, and Party
B's security deposit will be completely expropriated by Party A as
compensation to Party A for its related losses due to Party B's
violation of the terms of this agreement. If the security deposit is
insufficient to pay the said losses and expenses, Party A is entitled
to recover the difference and demand Party B to pay all of the related
recovery costs and legal fees.
11.2.1 Party B violates any of the terms of this agreement or does not pay the
rent and other related charges promptly in accordance with the terms of
the agreement and is more than 15 days in arrears, and Party A has
given Party B at least seven days' prior written notice, except in
special circumstances and with the written consent of Party A;
11.2.2 Party B's company is in bankruptcy or liquidation (except for a merger
with another company or an internal company reorganization or
consolidation), and Party B has given prior written notice to Party A
and obtained Party A's consent.
11.2.3 Property in Party B's leased premises has been attached through legal
procedures by a creditor, and Party B is unable to continue to perform
this agreement.
11.2.4 Party B is involved in any one of the circumstances listed in Article
7.8 of Chapter 7 of this agreement.
11.3 NOTICE OF REPOSSESSION OF THE LEASED PREMISES
Before Party A exercises its rights in accordance with the terms of the
Article 2 of this Chapter, it must issue a formal and effective written
notice to Party B.
11.4 RECOVERY RIGHTS
The continued acceptance of the rent by Party A after it learns of the
occurrence of a breach of agreement or the temporary toleration by
Party A of a relevant continuing breach of agreement may not be
regarded as a waiver by Party A of its recovery rights for Party B's
breach of agreement. A waiver by Party A of any rights provided in any
of the terms of this agreement can only be based on Party A's written
signature. Insufficient payment of rent or other charges by Party B may
not be regarded as Party A's consent to Party B's reduced payment, even
though Party A accepts the insufficient amount. Nor does it affect
Party A's right to recover the insufficient part of the rent or the
arrears. It also does not affect its right to take other measures as
provided by this agreement or by law.
11.5 ATTACHMENT
If Party B violates this agreement and the violation constitutes a
breach of agreement, Party A is entitled to attach all of Party B's
security deposit. Moreover, it is entitled to attach the equipment in
Party B's leased premises in accordance with legal procedures and based
on the extent of its losses and sell it through auction to compensate
its losses.
11.6 SUSPENSION OF SERVICES
If Party B fails to pay the related rent and other charges in
accordance with the terms of this agreement and it is more than 15 days
in arrears, Party A is entitled to suspend all services that it
provides, including but not limited to the electricity supply and air
conditioning, but Party A must give Party B at least seven days' prior
written notice.
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11.7 ILLEGAL ACTS
If Party B is closed down and banned by a court or public supervision
authority for an illegal act, Party A is not required to return any of
its security deposit. Moreover, Party A is entitled to recover
consequential losses caused to Party A by Party B.
CHAPTER 12 DISPUTE RESOLUTION
12.1 The making, validity, interpretation, performance and dispute
resolution of this agreement are all under the jurisdiction of the laws
of the People's Republic of China.
12.2 When disputes regarding this agreement occur, both parties should do
all possible to resolve them through friendly negotiation or mediation.
If unanimity cannot be reached through negotiation and mediation,
either party may institute legal proceedings at the People's Court for
the area in which this building is located.
CHAPTER 13 OTHER TERMS
13.1 THE VALIDITY OF THE TERMS OF AGREEMENT
If any of the terms of this agreement conflict with future changes in
national laws, the national laws will prevail in respect of the
relevant terms. However, the validity and performance of the other
terms of this agreement are certainly not consequently affected. Both
parties must fulfill their responsibilities under the other clauses and
the new provisions.
13.2 DELIVERY OF CORRESPONDENCE
If Party A notifies Party B of important matters in writing, it must do
so in the form of registered mail or personal delivery to the leased
premises or to Party B's final office in Beijing. Party B should
deliver correspondence to Party A according to the same method. If
Party A changes its address, it should notify Party B. The mailing date
and delivery address of registered mail may play a future reference
role.
13.3 THE FLOOR PLAN OF THE LEASED PREMISES
The floor plan of the leased premises in the attachment to this
agreement is for reference only, and it does not specify the area or
the dimensions.
13.4 NOTES
13.4.1 As used in this agreement, "Party A" refers to the building owner, its
agent and successors;
13.4.2 As used in this agreement, "Party B" refers to the lawful tenant of the
leased premises, including its company employees;
13.4.3 As used in this agreement, "third parties" refer to organizations or
natural persons other than Party A or Party B.
13.5 CENTRAL AIR CONDITIONING
The building's central air conditioning service times are from 8:00 am
to 8:00 pm daily, excluding official People's Republic of China days of
rest and holidays.
13.6 LAWFUL INDUSTRY
Party A cannot guarantee or indicate that the premises leased by Party
B will be suited to Party B's future line of business. Moreover, Party
B must apply to the government department concerned for the relevant
business license on its own, and Party B must observe the provisions of
the People's Republic of China and the government departments concerned
in its business behavior. If a violation of this article by Party B
causes losses to Party A, Party B agrees to compensate Party A for its
losses.
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13.7 STATE REPOSSESSION OF THE BUILDING
During the lease term, if the People's Republic of China demands
repossession of the building for its public purposes, Party B must turn
over the business location before the date designated by the
government. After Party B turns over the leased premises, it is not
required to pay the rent, property management fee, telephone charges or
other related charges payable in accordance with the provisions of this
lease agreement, but Party B is not entitled to recover damages from
Party A and Party A must refund the rent balance and the security
deposit paid by Party B.
13.8 NATIONAL LAWS
Both parties must observe all of the regulations of the People's
Republic of China.
13.9 SUPPLEMENTARY AGREEMENT
Both parties may agree to separately cover matters that are not covered
in this agreement. This agreement and all of its attachments are
regarded as components of this agreement and they are of the same legal
effect.
13.10 THIS AGREEMENT TAKES EFFECT ON THE DATE THAT IT IS SIGNED AND SEALED BY
BOTH PARTIES.
13.11 THIS AGREEMENT IS IN DUPLICATE, AND PARTY A AND PARTY B EACH KEEPS ONE
COPY.
Party A (Signature): /s/ Liu Hu Sheng Party B (Signature):
------------------
Legal Representative (or Principal): Legal Representative (or Principal):
/s/ ▇▇ ▇▇▇▇▇ Lan
--------------------------------------
Agent: /s/ Li ▇▇▇▇ ▇▇▇ Agent: /s/ Sun Xin
------------------------------- -----------------------------
Date: February 27, 2003 Date: February 27, 2003
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ATTACHMENT 1
FLOOR PLAN OF FIFTH FLOOR
ATTACHMENT 2
BUILDING MANAGEMENT REGULATIONS
In order to protect the interests of all of the tenants of the building
and maintain the management quality of the building, the tenants must
conscientiously observe the following management regulations. The management
company is entitled to revise the substance of these regulations to suit the
conditions, and it will notify all tenants of the relevant modifications in
writing.
1. THE FACILITIES AND THE STRUCTURE
Without the prior written approval of the management company, tenants
must not modify the facilities of the building within the leased
premises. The management company strictly prohibits tenants from
affecting the building structure and appearance, and tenants may not
arbitrarily put up partitions, build walls, connect walls, or drill
through walls, windows, doors, or floors, etc.
2. INTERIOR DECORATION
If tenants need to perform any finishing or remodeling projects within
the leased premises, they must apply in advance to the management
company, and they must observe all of the provisions of the "Tenants'
Decoration Rules" and the "Beijing Municipal Fire Safety Regulations".
If the related decoration requires the hiring of an engineer or other
relevant professionals, or the approval of sectors such as the fire
department, the tenant must assume the said professional fees.
3. NO SIGNS OR ADVERTISEMENTS
In order to maintain the unified appearance of the building, tenants
may not erect or post promotional materials such as posters,
advertisements or playbills in any part of the public areas or on the
exterior facade of the building, they may block the windows with any
articles.
4. FLAGPOLES AND ANTENNAS
Tenants may not erect flagpoles or antennas or fly flags on the outside
of the leased premises or in other public areas.
5. NO PLACING OF ARTICLES IN THE PUBLIC AREAS
Tenants may not dump articles such as furniture, showcases, exhibits,
cases, garbage, or odds and ends in places outside of the leased
premises, including the building's lobbies, power supply rooms,
staircases, hallways or other common areas. Otherwise, the management
company is entitled to move the articles without notifying the tenant,
in order to ensure that the fire exits are unobstructed, but the tenant
must pay all cleaning and removal expenses.
6. NO PETS
Tenants may not bring animals into the building or keep poultry,
livestock, or any pets in the leased premises.
7. NO COOKING
Tenants may not engage in cooking that emits unusual odors in the
leased premises or the common areas.
8. NO SMOKING
Tenants may not smoke, spit or throw waste in the building's common
areas, hallways or elevators.
9. NO ARBITRARY OPENING OF WINDOWS
In order to ensure the efficient use of the building's air conditioning
energy, tenants may not arbitrarily open the office windows.
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10. NO INCREASED LOAD
Without the written approval of the management company, tenants may not
change, transfer, or increase the load on the power consumption and
water consumption equipment or on the central air conditioning without
authorization. If the tenant uses super high capacity electrical
appliances, it must notify the building maintenance department in
advance, in order to keep the building's normal electricity supply from
being affected.
11. MOVEMENT OF HEAVY ARTICLES
Without making arrangements with the management company, tenants may
not move large safes, heavy appliances or other large things into or
out of the building. The management company will arrange suitable
delivery times for tenants, but deliveries may not affect the normal
operation of the building. Tenants may not use the passenger elevators
to deliver goods. If the facilities of the common areas are damaged
during deliveries, the tenant must be responsible for all repair costs.
12. NO OVERLOADING
If the tenant places safes, machinery, or other heavy appliances in the
leased premises, it must submit a written application to the management
company. If the said application needs to be approved by professionals,
the tenant must pay the related charges. However, the said heavy
articles that are stored may not exceed the floor's load capacity.
13. NO WEAPONS OR DANGEROUS ARTICLES
The articles listed below may not be brought into or stored in this
building under any circumstances:
(1) Flammable, explosive, poisonous or radioactive chemical
substances;
(2) Weapons, ammunition or any illegal articles.
14. NO OFFENSIVE BEHAVIOR
Tenants must not conduct any activities within the leased premises that
might danger the management company or the building's tenants or incur
the disgust of or make trouble for other people. In addition, tenants
may not commit actions within the building that conflict with the laws
and regulations (particularly the fire regulations) of the Chinese
government.
15. CLEANING
(1) The building management company has the centralized
responsibility for the cleaning and sanitation of all of the
public areas of the building; all tenants should handle their
office sanitation or authorize the building management company
to provide compensable services on its own. Tenants may not
engage other cleaning contractors.
(2) Tenants must direct their cleaning officers to move their
daily garbage and waste to a place designated by the
management company.
(3) The management company, tenants and their employees and
cleaning contractors must cooperate in maintaining a clean
image for the building.
16. NO LEAFLETING
Without the approval of the management company, tenants may not pass
out business leaflets within the building.
17. PEST CONTROL
Tenants should keep their leased premises clean and free of pests. If a
pest infestation occurs, tenants must promptly notify the management
company to do extermination work.
18. NO STORAGE OF GOODS
The tenant may not use the leased premises to manufacture or store
goods or commodities, except for a few goods and commodities related to
the tenant's business, as samples and exhibits.
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19. NO AUCTION
The tenant may not hold or allow another party to hold an auction
within the leased premises.
20. NO PREPARED FOODS
Tenants may not have large amounts of prepared foods delivered to the
leased premises, except for tenant's employees or guest, but there
should be no dining in the common areas. The related leftovers must be
handled properly and placed at the designated collection site.
21. OPEN FOR BUSINESS
The tenant must keep the leased premises in normal operation. If the
tenant needs to suspend business for more than seven days, it must give
prior written notification to the management company of the suspension
time and period.
22. DOOR LOCKS
Without the written consent of the management company, tenants may not
add locks or security systems to the front doors of their leased
premises. If they need to change the original locks or install security
systems, they must submit a written application to the management
company in advance.
23. ADDITIONAL AIR CONDITIONING
If the tenant needs central air conditioning outside the office hours,
it must apply to the management company 24 hours in advance, and the
tenant must pay all related costs.
24. THIRD PARTY INJURIES
If tenant's negligence causes damage to the leased premises which
results indirectly or directly in an injury to any person, the tenant
must assume the related liability; in addition, if the management
company is presented with a victim claim due to the above-mentioned
circumstances, the tenant must pay compensation for Party A's losses.
25. OFFICE USE
The tenant may not use the leased premises for purposes other than as
offices, or for any illegal or immoral activities. In addition, it may
not stay in the leased premises overnight, but if the tenant needs to
work overtime, it should notify the building security department in
advance.
26. CONTACT TELEPHONE
The tenant should notify the building security department of its
company's business telephone number, so that it is prepared to receive
arriving guests in a timely way. In addition, the tenant must provide a
contact telephone number for non-business hours, so that the security
department can notify the tenant in a timely way if the security staff
discovers special circumstances in the leased premises such as unusual
sounds, abnormal odors or fire alarms during non-business hours.
27. DAMAGE TO THE FACILITIES
If improper use by the tenant or its employees causes damage to the
facilities within the leased premises and affects the normal operation
of the building's equipment system, the management company will ask the
tenant to make cash compensation based on the extent of the damage.
28. DAMAGE TO THE GLASS WINDOWS
If the glass windows on the exterior wall of the leased premises are
damaged or broken in any way, the tenant should immediately notify the
management company, and it shall not replace the glass windows on its
own. If the glass windows on the exterior wall within the leased
premises are damaged by the tenant deliberately or through negligence,
the tenant must assume all of the related costs of replacing the glass
windows.
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29. DOOR EXIT PASSES FOR ARTICLES
When the tenant needs to move articles such as valuables, electrical
appliances or furniture out of the building, it should acquire a door
exit pass from the building security department. Otherwise, the
security officer is entitled to prevent the movement.
30. THE REGISTRATION SYSTEM
If the tenant needs access to the building during non-business hours
(excluding legal holidays and from 8:00 a.m. to 7:00 p.m. on weekdays),
it must complete registration formalities. Otherwise, the security
officer is entitled to refuse access to the building by the tenant.
31. OVERTIME WORK
If the tenant needs to work overtime (perform overtime work), please
apply in advance to the security department, so that the security
officer can patrol the tenant's leased premises occasionally to ensure
the tenant's security.
32. FIRE PROTECTION MEASURES
(1) Upon leaving the office, please check and turn off all
electricity switches and ensure that no unextinguished
cigarette butts or any other live embers are left behind.
(2) When smoking inside the leased premises, it is necessary to
put all articles such as matches and cigarette butts into
ashtrays. They may not be dropped onto the floors or into
wastebaskets. No smoking is permitted in the hallways,
staircases or elevators.
33. FIRE SAFETY AGREEMENT
(1) Before the tenant is admitted, it must sign a "Security and
Fire Prevention Responsibility Agreement" with the management
company in accordance with national regulations. Otherwise, it
will bear all liability and consequences.
(2) External organizations that perform construction and repair
work in the building must observe the Beijing Municipal fire
code, conscientiously implement the "Building Security
Policy", and sign a "Fire control and safety management
agreement for an external organization performing construction
and repair work within the building" with the management
company.
34. PARKING LOT REGULATIONS
If the tenant uses the building's parking lot equipment, it must
observe all parking lot regulations.
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