Exhibit 4.35
LEASE CONTRACT
Lessor : Beijing Qingyun International Research and
Development Center (Party A)
(Chinese Name of Lessor)
Address : ▇▇. ▇▇, ▇▇▇▇▇ ▇/▇▇/ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇
Legal Representative : ▇▇▇▇ ▇▇▇▇▇ Authorized Representative:
Postal Code : 100086
Lessee : NetEase Information Technology (Beijing) Co., Ltd.
(Party B)
Address : ▇▇. ▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Legal Representative : ▇▇▇ Sun Authorized Representative:
Postal Code : 100080
In order to define the respective rights and obligations of Party A and
Party B, the Parties, after consultation, unanimously agreed to enter into this
Lease Contract on November 25, 2003 in relation to the lease of the floor area
of Beijing Qingyun International Research and Development Center (See Attachment
1 -Layout Plan of the premises) in accordance with the Contract Law of the PRC
and relevant requirements.
I. Name, Area, Rental and Property Management Fee of the Premises
1. Party B has agreed to lease from Party A the office building as follows:
Room _____, Second Floor, Block B , Beijing Qingyun International Research
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and Development Center Area of the premises (in GFA): 556 square meters
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Monthly rental per square meter: 2.3 day/m/2/ (in GFA and including the
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property management fee of RMB0.4/m/2/)
Total annual rental of the premises: RMB468,040.8/year (including property
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management fee)
2. The premises shall be used by Party B for office purposes. Unless with
written consent of Party A, Party B shall not change the use of the premises.
II. Term of the Lease
1. The term of the Lease shall be for two years, commencing from December 25,
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2003 to December 24, 2005.
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The rent-free period shall be for one month, commencing from December 25,
2003 to January 19, 2004. During the rent-free period, the rent will be excluded
except for the property management fee totaling RMB6,783.2, which shall be paid
after the official execution of the Lease Contract.
III. Security Deposit
1. After the execution of the Lease Contract, Party B shall pay to Party A a
security deposit equivalent to three month's rents of RMB117,010.2 and property
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management fee, as well as the property management fee and rent, amounting to a
sum of RMB234,020.4.
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2. Subject to the full performance by Party B of all the terms and conditions
hereof, Party A shall refund the security deposit to Party B without interest
upon expiry of the Lease Contract and after the surrender of the premise by
Party B with no damages being found in the inspection and acceptance thereof.
IV. Other Fees
1. Party B shall pay other fees as required, including:
i. Party B shall pay the related fees such as fees for water and
electricity supply, heating, telephone and internet on schedule and in
accordance with the requirements of Party A.
ii. Any other fees to be borne by Party B (See Attachments).
2. In the event of any change on fees by the State, Party A may make an
adjustment to the rates pursuant to the national policies.
V. Method of Payment
1. Rent and Property Management Fee
Party B shall for the first time pay to Party A an amount equivalent to
three months' rents, and the property management fee, totaling RMBOne Hundred
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and Seventeen Thousand Ten Dollars and Two Cents (Yen 117010.2) on the first day
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of the lease term. The second rental payment, including the rent for next
quarter and the property management fee, shall be made within three days of the
expiration of the 3-month period.
2. Other fees
Party B shall, within three days of the receipt of the "Demand Note for Fee
Payment" from the Lessor, settle in full all other fees incurred in the previous
month.
3. Party B shall pay the rent, property management fee, security deposit and
other fees in United States Dollars or Renminbi. Such payment shall be
calculated at an exchange rate as published by the People's Bank of China on the
date when conversion takes place if it is made in United States Dollars.
4. During the term of the Lease Contract, Party B shall credit to the account
designated by Party A the rent and other fees, the payment of which will be
deemed as valid, unless otherwise received any written notice from Party A.
VI. Extension and Renewal of the Lease Contract
1. The Parties shall renew the Lease Contract within sixty days prior to
expiry of the lease term as stipulated herein if they wish to extend the lease
term. Party B shall be granted the priority right to rent the premises on the
same conditions offered provided that the terms hereof are guaranteed to be
strictly performed with no violation.
VII. Rights and Obligations of Party A and Party B
1. Rights and obligations of Party A
i. Party A shall hand over the premises to Party B on schedule and in
accordance with the requirement of the Lease Contract.
ii. Party A shall guarantee to provide Party B with the copies of
certification in connection with the premises subject to the laws of the PRC and
the relevant requirements of Beijing Municipality.
iii. Party A shall guarantee that the building is in good condition. Party
A shall be under an obligation to carry out inspection, repair and maintenance
regularly. In the event of any interruption in the supply of utilities of the
building due to major incidents or any factors beyond human control, Party A
shall work with relevant departments to carry out the repair and maintenance as
soon as possible, and Party B shall by no means refuse to pay, or delay in
payment of, the rent and other fees under the pretext of such interruption.
iv. Party A shall be responsible for the hygiene of public area.
v. Party A shall have the rights and obligations to assist Party B in
dealing with matters relating to property management.
vi. Party A may use the public utilities of the building, such as access
to the supply of water, electricity and gas, as well as communication. Party A
shall have the
right to send personnel to the premises leased by Party B to perform any
inspection, repair and maintenance work, provided that a prior notice is given
to Party B. However, this provision is not applicable in emergency situation.
vii. Party A shall have the right to bring along with it other potential
tenants to the premises leased by Party B for inspection within three months
prior to expiry hereof, provided that a written notice is served to Party B one
(1) day prior to the inspection.
2. Rights and Obligations of Party B
i. Party B shall pay the rent, management fee, expenses for power
supply and communication of the premises, and all other professional service
fees paid on its behalf in a timely manner.
ii. Party B shall keep the premises clean and tidy, including but not
limited to surface ground, whitewash, walls, floor slabs, ceilings and all the
fixtures and fittings such as doors and windows, electricity wires, electric
appliances and equipment. In the event that damages are done to the premises and
the public areas thereof are damaged by the employees or clients of the Lessee,
the expenses in connection with the repair work of Party A shall be fully borne
by Party B.
iii. Party B shall guarantee that no insurance for the building will
become invalid nor the insurance premium will be increased due to any pretext or
misconduct of any party. If Party A has to take out a new insurance as a result
of the breach by Party B of this clause, the additional premium paid by Party A
and other expenses in relation thereto shall be reimbursed by Party B to Party
A.
iv. Party B shall not transfer, sublease or otherwise assign or occupy
jointly with others any part of the premises.
v. In addition to the insurance of the building maintained by Party A,
Party B may take out by itself any insurance for its own safety.
vi. Party B shall fully observe and perform the Client's Handbook,
Guidelines and Rules for Renovation, and all applicable rules and regulations.
Party B shall conduct its business activities in the premises in compliance with
the laws, regulations and all the policies of the PRC and Beijing Municipality.
Party B shall be liable for compensation for any accidental loss suffered by
Party A due to its fault.
vii. Party B shall promptly inform Party A or the management company of
the building of any loss or incidents in relation to the premises leased by it.
Party B shall also be required to take preventive measures that are necessary
for precluding the premises from natural disasters or human-related destruction.
In the event of any damages to the premises resulting from the negligence or
default of Party B, Party B shall, within one month of the receipt of the
written notice from Party A or the management company of the building, restore
the premises to its original condition. If Party B fail to
restore the premises on time, Party A and the management company shall have the
right to perform the restoration work with all cost arising therefrom borne by
Party B.
viii. Unless with the written consent of Party A, Party B shall not have
the words Beijing International Qingyun Research and Development Center or
similar wordings or symbols or logos included in its business name.
VIII. Redevelopment of the Premises
Without the prior written consent of Party A, Party B shall not carry
out any redevelopment or renovation plan for or make an addition to the
premises.
IX. Loss and Damage
1. Party B shall be liable for any of its properties, and shall be solely
liable for any physical injury or loss of property caused by fire, explosion,
steam, water and power supply, any leakage of water, gas and electricity, and
moisture found on the roof of the building, surface ground, underground, various
pipelines and facilities of the building and any other places due to Party B's
fault, or any accident due to any other reasons in the case that its property is
taken care of by the personnel of Party A as authorized by Party B or other
parties on its behalf.
2. If a fire or other incident occurs in the building or the premises leased
by Party B or any defect does exist in the premises leased by Party B and any
fixtures and fittings or equipment attached thereto, Party B shall notify Party
A at once to deal with it promptly.
3. Party B shall compensate or indemnify Party A in full for any loss, penalty
or other economic loss suffered by and imposed on Party A due to the
non-performance or breach by Party B of any terms and conditions hereof within
five day after invoices are issued by Party A.
X. Breach of Contract and Liabilities
1. Party A shall be deemed as breach of contract if it fails to hand over to
Party B the premises and related equipment on time after the execution of the
Lease Contract by the Parties and the full settlement by Party B of all the
security deposit and first payment of rent. Party B shall have the right to
demand Party A to refund the rent in respect of the period for such delay.
2. Party B shall be deemed as breach of contract if it fails to pay the rent,
security deposit and other costs in a timely manner pursuant to the Lease
Contract and its supplemental clauses and payment list. A liquidate damage will
be charged at a rate of 0.3% for each day of delay.
3. In the event of the failure on the part of Party B to pay rent or
disbursement for more than 15 days, Party A shall be entitled to rescind the
Lease Contract and hold Party B liable for the breach of contract with all
losses solely borne by Party B.
4. If Party B fails to pay various expenses of the month when they incurred on
time for more than a week, Party A shall have the right to suspend the services
of communication, power and water supply provided to Party B.
5. Upon receipt from Party A of a demand note requesting Party B to pay the
telephone fee of the month when it incurred, Party A shall provide Party B with
a breakdown of the telephone fees issued by the telephone bureau in question and
any expenses relating to the enquiry thereof shall be borne by Party B.
6. When Party B is materially in violation of the terms of the Lease Contract
and its attachments or the supplemental agreement signed by it, Party A shall be
entitled to terminate the Lease Contract and lease out the premises to others.
Party A shall also have the right to deduct all or part of the security deposit
given by Party B as the compensation for any loss arising from such breach. If
the amount of the security deposit is not sufficient to cover the compensation,
Party A shall have the right to demand any shortfall of such compensation from
Party B.
7. Party B shall be deemed as breach of contract if it terminates the lease by
surrendering the premises to Party A prior to expiry of the Lease Contract due
to its own cause, Party A shall have the right to withhold the security deposit
equivalent to three months' rents paid by Party B as default penalty.
8. Party A shall be entitled to make claims against Party B for any breach of
contract resulting from the non-performance or violation by Party B of its
obligations stipulated in the other terms of the Lease Contract and the internal
management rules and regulations of the building until the termination hereof.
XI. Termination of Contract
1. If the premises is seriously destroyed by fire or otherwise, which makes it
impossible to be restored or causes Party A to decide to demolish the building,
Party A may promptly notify Party B in writing of such incident after it takes
place and the Lease Contract shall immediately be terminated upon receipt of
such notice. None of the Parties shall accordingly be liable for the liabilities
for breach of contract. No rent will be charged in respect of the premises from
the date on which it is destroyed.
2. In the event that the building has to be demolished because it cannot be
used anymore due to force majeure or is requisitioned by the State, Party A
shall refund the security deposit (excluding interest) to Party B and the Lease
Contract will be terminated automatically. Either Party hereto shall not hold
the other Party liable for such termination nor make compensation in respect
thereof.
XII. Waiver
Acceptance by Party A of any rent from Party B who is in default shall not
be constituted as a waiver of its right to such breach. No waiver of its rights
stipulated by the provisions hereof shall be made except by a written agreement
signed by Party A. Failure on the part of Party B to pay the rent or other
expenses in full shall not be constituted as Party A's acceptance of such amount
from the Lessee and this shall not affect Party A's right to demand for the
payment of any rent or expense in arrear from Party B and to take any other
measures as required by the Lease Contract or laws.
XIII. Notice
All notices shall be made in writing. All notes, declarations or lease
notices shall be given to the Lessee of the building or sent to its last known
address in Beijing and shall be deemed to have been duly served if they are sent
by registered mail. Any bills, payment slips or receipts may also be given or
received by the financial personnel designated by the finance department of the
Parties.
XIV. Dispute Resolution
This Lease Contract shall be prepared and construed by the laws of the
People's Republic of China. In the case of any disputes between Party A and
Party B in connection herewith that cannot be resolved by mutual consultation,
either Party may institute a legal action in respect thereof in any competent
People's court with jurisdiction.
XV. Business License
Party B must possess a business license signed by the PRC government upon
the execution of this Lease Contract and shall sent a copy thereof to Party A
for recordation. If Party B authorizes its representative to execute this Lease
Contract, Party B shall sign a letter of authorization in respect thereof and
send a copy thereof to Party A as an attachment to this Lease Contract.
XVI. Disposal of Security Deposit
1. The security deposit shall be refunded without interest within ten days
after the expiration hereof. If, upon expiry of the Lease Contract, Party B does
cause damages to the property of Party A or other expenses have not been fully
settled, Party A shall be entitled to deduct any amount from the security
deposit and returned the remainder to Party B.
2. If Party B delays in the payment of any rent for more than one month
during the term of the lease, Party A shall have the right to set off part of
the security deposit against the one-month rent and shall notify Party B in this
manner to pay the full amount of rent as soon as possible. In the case of
default payment of rent for two months,
Party A shall be entitled to terminate this Lease Contract and to demand Party B
to make compensation for any loss suffered by it.
XVII. Confidentiality of Contract
Party A and Party B shall be under an obligation to keep all the terms
hereof in confidence. Without the written consent of Party A and Party B, none
of them shall divulge the details of this Lease Contract to any third party. Any
loss caused by the disclosure of any information herein to a third party due to
the fault of a Party shall be fully borne by the defaulting party and the Party
suffering from losses thereby may reserve the right to demand for compensation
from the defaulting party.
Attachment to this Lease Contract: (attached hereto)
Any matter which is not covered hereby shall be negotiated separately by the
Parties, and a supplemental agreement shall be signed in respect thereof. The
supplemental agreement and this Lease Contract shall have the same legal effect.
XVIII. Effectiveness of the Contract
1. This Lease Contract shall become effective after it is signed by the
legal representative or attorney of the Parties.
2. No amendment and modification of this Lease Contract shall become
effective except by a written confirmation signed by the Parties.
3. This Lease Contract is executed in two counterparts. Party A and Party B
shall each keep a copy, all of which shall have the same legal effect.
Party A (Seal): Party B (Seal):
Legal Representative (Signature): Legal Representative (Signature):
(Signed)
Authorized Representative (Signature): Authorized Representative (Signature):
(Signed)
Dated November 25, 2003 Dated November 25, 2003
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[LAYOUT PLAN]
Attachment 2
Supplemental Agreement
Party A:
Party B:
1. Party A shall be liable for breach of contract if the premise is not
in good condition due to its fault.
2. Due to the needs of the business operation of Party B, the term of
the Lease Contract will be extended for six months, commencing from December 24,
2005 to May 31, 2006. During the extension period, all leasing terms and
conditions shall be implemented in compliance with the Lease Contract.
Party A (Seal): Party B (Seal):
Legal Representative (Signature): Legal Representative (Signature):
(Signed)
Authorized Representative (Signature): Authorized Representative (Signature):
(Signed)
Dated November 25, 2003 Dated November 25, 2003
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Qingyun International Research and Development Center
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List of Charges of
Beijing Qingyun International Research and Development Center
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Rent RMB3/day/m/2/ Payment shall include
the security deposit
equivalent to 3-month's
rents, and 3-months'
rents payable on
Fees payable quarterly basis
for the
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Premises Management Fee RMB0.4/day/m/2/ Payment shall include
the security deposit
equivalent to 3-month's
rents, and 3-months'
rents payable on
quarterly basis
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1. Deposit for Renovation RMB15/m/2/ Refundable (upon
presentation of receipt
and without interest)
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2. Fee for Approval of Renovation RMB2/m/2/
Drawing Plan
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3. Wall Demolition Cost RMB2/m/2/
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4. Management Fee During Renovation RMB20/m/2/(GFA)
Period
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5. Management Fee for Overtime Work RMB120/overtime
period
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6. Rubbish Disposal Cost in relation RMB5/m/2/(GFA)
to Renovation
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7. Worker Permit Deposit: Refundable (upon
Fees payable RMB35/person presentation of receipt
during and without interest)
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Renovation Cost:
RMB15/person
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8. Lorry Parking Permit Deposit: Refundable (upon
RMB125/permit presentation of receipt
and without interest)
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Cost:
RMB25/permit
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9. Water Supply on Temporary RMB4.58/m/3/ Payable after the
Basis completion of
construction
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10. Power Supply on Temporary RMB1.2/unit Payable after the
Basis completion of
construction
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11. Installation Cost for
Air-conditioners and Pipelines
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12. Water Discharge Expenses of RMB1,500 Payable in a lump sum
Air-conditioners
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13. Water Discharge Expense for RMB500 Payable in a lump sum
Fire Prevention
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14. Relocation of Smoke Detectors RMB200/unit
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15. Additional Smoke Detectors RMB1,500/unit
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16. Additional Sprinklers RMB200/unit
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1. Leasing of Telephone Lines Deposit: Refundable upon expiry
RMB1,000/line
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Maintenance Cost
of Telephone Line:
Fees for RMB50/month/line
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Telephone 2. Purchase of Telephone Lines Only leasing is
Facilities available
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3. Relocation of Machines Line Cost: Cost for relocation of
RMB500/line (in machine shall be
a lump sum) charged in accordance
with the requirement
of telecommunication
department
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1. Fee for Power Supply RMB0.88/unit To be measured by meter
for each household
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2. Fee for Water Supply RMB4.58/m/3/ Included in the
property management fee
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3. Fee for Gas Supply --------------- -----------------
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4. Fee for Air-conditioning (service RMB8/month/m/2/ Exempted
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Other Fees available in summer only) RMB2,100/month Fee for air-
conditioning in summer
shall be shared on the
basis of the fee for
power supply of each
floor
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5. Fee for Heating To be charged in accordance with the
Basis of Business Charges of Beijing
Municipal Government Department
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Parking Space on Surface Ground RMB350/parking space
Rented for Fixed Period
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Parking Fee Parking Space on Surface Ground RMB1/hour (To be RMB3/hour (Two hours
for Outsiders confirmed) or more) (To be
confirmed)
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Address: ▇▇. ▇▇, ▇▇▇▇▇ ▇/▇▇/ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, the PRC
Telephone No.: 8610-8213 4044 Fax: 8610-8213 4276
Postal Code: 100086