Property Lease Agreement
Landlord
(Party A): Shenzhen Xxx Xxxx Hai Enterprises Ltd.
Address:
Postal
Code:
Authorized
Agent: Xxxx Xxx Feng
Address:
Postal
Code:
Tenant
(Party B): Shenzhen Fuqi Jewelry Co., Ltd.
Address:
Postal
Code:
Business
License No.:
Authorized
Agent:
Address:
Postal
Code:
Governing
by the “Contract Laws of Peoples’ Republic of China” ,“Municipal Property
Management Regulation of Peoples’ Republic of China”, “Lease Property Rules of
Shenzhen Special Economic Zone” and other relevant executive rulings, Party A
and Party B have mutually negotiated and entered into this
agreement:
1. |
Party
A leases the property located at 4/F., Block One, Shi Hua Industrial
Park,
Luo Hu District (the “Property”) to Party B. Area of Property is 3,000
squared meters in a six storey
building.
|
Beneficiary
of Property: Shenzhen Xxx Xxxx Hai Enterprises Ltd.;
Property
Ownership Certificate number or other title documents reference: (2003) [Chinese
character] 177;
2. |
Property
lease rental is calculated on a monthly unit rate of the RMB Yuan
25 per
squared meter (said Twenty-Five Yuan) at a total of RMB Yuan 75,000
per
month (said Seventy-Five Thousand
Yuan).
|
3. |
Party
B should pay the rental for the first month of RMB Yuan 75,000 (said
Seventy-Five Thousand Yuan) on or before May 12,
2005.
|
4. |
Party
should pay the lease rental to Party A on or before the 3rd
day each month. And Party A should issue a tax receipt for the rental
received.
|
5. |
Lease
term: From July 1, 2005 to June 30,
2010.
|
The
term
could not exceed the term of Land Use Right and any period beyond the Right
is
void. Both parties could mutually agree on the possible damage and loss for
the
void term. If there is not a mutual agreement, Party A is liable for all damages
and losses arising from the void term.
6. |
The
legislated scope of property usage of the Property is Plant and Office.
If
Party B needs to change the property usage, Party B must notify Party
A in
written form and must seek the approval of the change from relevant
regulatory bodies.
|
7. |
Party
A must make the Property available for Party B on or before May 25,
2005
with proper handover procedures.
|
If
Party
A could not make the Property available to Party B on the abovementioned date,
Party B is entitled to deferred the term of this Agreement accordingly and
both
parties must duly signed and registered with relevant regulatory bodies the
deferral.
8. |
At
the time of handover, both parties must confirm the conditions and
fixtures of the Property and attach such a confirmation as the supplement
of this Agreement.
|
9. |
At
the time of handover, Party A would receive a rental deposit not
exceeding
the amount of rental for three months, which is amounting to RMB
Yuan
150,000 (said One Hundred and Fifty Thousand
Yuan).
|
Party
A
should issue a receipt upon the payment of the deposit.
The
conditions for returning the deposit:
a. |
The
Property is in a good condition without any
damage.
|
b. |
The
Property is not sub-leased to a third
party.
|
c. |
No
breach of any terms in this
Agreement.
|
If
the
following conditions may appear, Party A has the right to hold the deposit
for
damages:
a. |
Major
damage to the Property.
|
b. |
Sub-leased
the Property to a third party without the consent of Party
A.
|
c. |
Modify
the structure of the Property without the consent of Party
A.
|
10. |
During
the period of lease term, Party should pay all taxes, levies arising
from
the lease and lease management fees; Party B should pay all utilities,
cleaning, property management fees and relevant expenditures arising
from
the use of the Property.
|
11. |
Party
A guarantee the Property and its facilities can serve the purpose
of this
Agreement and guarantee the safety of Property structure is in compliance
with all relevant laws, regulations and
rulings.
|
Party
B
could claim for damages arising from the breach of this provision by Party
A.
12. |
Party
B must properly use the Property and must not conduct any criminal
activities in the Property. Party A should not interfere the activities
in
the Property if Party B makes use of the Property in proper and legal
manner.
|
13. |
If,
during the lease term and not by the fault of Party B, the Property
may
exist any damage which may affect the safety of the structure, Party
B
should notify Party A; and Party A must repair or authorize Party
B to
repair such damage without 5 (Five) days. If Party B has difficulty
to
notify Party A or Party A does not respond the notification of Party
B,
Party B may repair such damage on behalf of Party A by notifying
relevant
regulatory bodies.
|
In
case
of emergency, Party B may repair such damage immediately and notify Party A
in
reasonable time.
All
reasonable costs related to the repairs by Party B should be reimbursed by
Party
A. In Party B does not repair such damage under emergency conditions and does
notify Party A in time to repair such damage, Party B must be responsible for
all extra repairing costs.
14. |
If
the cause of a structural damage is identified as the misuse of the
Property by Party B, Party B must notify Party A in time and Party
B is
responsible for all repairing
costs.
|
15. |
If,
during the term of the lease, either party may need to alter the
structure
of the Property, a separate agreement must be signed by both parties.
And
the modification is subject to the approval of relevant regulatory
bodies.
|
16. |
During
the term of this lease, Party B may sublease all or part of the Property
to a third party with written consent of Party A and proper registration
to relevant regulatory bodies. The sublease term could not exceed
the term
of this lease.
|
17. |
During
the term of this lease, if Party A will transfer the whole or partial
title of the Property, Party A should notify Party B in writing before
one
month of the transfer. With the same consideration, Party B has the
first
right to purchase the whole or partial of the
Property.
|
If
the
Property is sold to a third party, Party A must notify the purchaser this lease
must be continuously executed until the end of the lease term.
18. |
During
the term of this Agreement, this Agreement can be terminated under
the
following conditions:
|
a. |
Force
Majeure Events.
|
b. |
Acts
of governments
|
c. |
Mutual
agreement.
|
19. |
Under
the following conditions, Part A may claim damages, hold the rental
deposit and receive a penalty of RMB Yuan 75,000 (said Seventy-Five
Thousand Yuan) from Party B:
|
a.
Monthly rental payment is overdue over 10 (Ten) days.
b.
Party
B conduct illegal acts in the Property.
c.
Party
B alters the structure and usage of the Property.
d.
Party
B breaches the provision under clause 14 of this Agreement.
e.
Party
B renovates the Property without the consent of Party A and approval from
relevant regulatory bodies.
f.
Party
B subleases the Property to a third party without the consent of Party
A.
Party
A
reserves the right to terminate or amend the conditions and provision of this
Agreement if Party B violates any one of the above provision.
20. |
Under
the following conditions, Part B may claim damages, receive a penalty
of
RMB Yuan 75,000 (said Seventy-Five Thousand Yuan) from Party
A:
|
a. |
Party
A delay the handover of the Property more than 10 (Ten)
days.
|
b. |
Party
A breaches the provision in clause 13 of this
Agreement.
|
c. |
Without
the consent of Party B and approval from relevant regulatory bodies,
Party
A alter the structure of the
Property.
|
Party
B
reserves the right to terminate or amend the conditions and provision of this
Agreement if Party A violates any one of the above provision.
During
the period starting from Party B is notified for a compensation of damage to
the
time of receipt of such compensation, Party B do not need to pay any rental
under this Agreement.
21. |
Upon
the expiry of this Agreement, Party B should remove from the Property
within 5 (Five) days and resume the Property to the condition at
the time
handover. Party B should execute proper procedure to handover the
Property
to Party A.
|
22. |
If
Party B will extend this Agreement, Party B should notify Party A
the
request 3 (Three) months before the end of lease term. With the same
terms
from a third party, Party B has the first right to extend the lease.
The
new agreement should be registered with relevant regulatory
bodies.
|
23. |
Both
parties agree to comply with provisions and conditions in this Agreement
and agree to compensate the other party in case of
breach.
|
24. |
Both
parties agree to supplement if there are provisions and conditions
not
covered in this Agreement.
|
25. |
If
a dispute or claim shall arise with respect to any of the terms or
provisions of this Agreement, or with respect to the performance
by any of
the parties under this Agreement, then the parties agree to submit
the
dispute to binding and non-appealable arbitration in a venue located
in
Shenzhen, China in accordance with the rules of the American Arbitration
Association (“AAA”). Any award rendered in arbitration may be enforced in
any court of competent jurisdiction
|
26. |
This
Agreement is effective immediately upon signature by both parties.
Each
party shall register this Agreement with 10 (Ten) days to relevant
governing regulatory bodies.
|
27. |
The
final interpretation of provisions and conditions of this Agreement
is
based on Chinese version.
|
28. |
There
are four copies of this Agreement. Party A and Party B will each
hold 1
(One) copy and register 1 (One) to each governing regulatory
bodies.
|
29. |
1. |
Party
A cannot off set any of the rental deposit against any outstanding
rental
payments. Party B will wire the first month rental to Party A’s account on
July 1, 2005.
|
2. |
If
Party B agrees to extend the lease upon expiry, Party A agrees to
increase
the rental for 5% per annum only.
|
3. |
Party
A has the responsibility to handle all property affairs with the
property
management office.
|
Signatures:
Party
A:
(by
authorized agent)
Party
B:
(authorized
signature)
Government
Registry:
Date
this: May 8, 2005