OFFICE LEASE AGREEMENT
LESSOR: Beijing Shengshang Asset Management Co. Ltd.
LESSEE: Beijing Med-Pharm Market Calculating Co. Ltd.
CONTENTS
CHAPTER 1 AGREEMENT......................................................... 2
CHAPTER 2 TAXES, ELECTRICITY AND TELEPHONE CHARGES.......................... 3
CHAPTER 3 RESPONSIBILITIES OF THE LESSEE.................................... 3
CHAPTER 4 OBLIGATIONS OF THE LESSOR......................................... 4
CHAPTER 5 FORCE MAJEURE..................................................... 5
CHAPTER 6 LIABILITY FOR BREACH OF THE AGREEMENT............................. 5
CHAPTER 7 SETTLEMENT OF DISPUTES............................................ 6
SCHEDULES
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SCHEDULE 1.................................................................... 7
SCHEDULE 2.................................................................... 8
SCHEDULE 3.................................................................... 9
SCHEDULE 4....................................................................11
SCHEDULE 5....................................................................12
SCHEDULE 6....................................................................13
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CHAPTER 1 AGREEMENT
CLAUSE 1 - PARTIES
1.1 This Lease Agreement (hereinafter called the "AGREEMENT") is signed by the
Lessor and the Lessee on October 13, 2005. The particulars of the Lessor
and the Lessee are set forth in Schedule 1 hereto.
CLAUSE 2 - PREMISES
2.1 The Lessor has agreed to let to the Lessee, and the Lessee agrees to lease
from the Lessor, Units 1908-1909 (hereinafter called the "PREMISES") of
KUNTAI INTERNATIONAL CENTER (hereinafter called "KUNTAI INTERNATIONAL")
situated at Chaowai Avenue, Chaoyang District, Beijing, the People's
Republic of China (hereinafter called the "PRC"). The gross floor area of
the Premises are set forth in Part III of Schedule 3 hereto.
2.2 The floor plan of the Premises is highlighted in pink (for identification
purposes only) and set forth in Schedule 2 hereto.
CLAUSE 3 - TERM OF THE LEASE
3.1 The commencement date of the lease of the Premises and the expiration date
of the lease (hereinafter called the "EXPIRATION DATE") are set forth in
Part I of Schedule 3 hereto. The lease period starts from the commencement
date (inclusive) and ends on the Expiration Date (hereinafter called the
"LEASE PERIOD")
3.2 If the Lessee plans to lease the Premises after the Expiration Date, it
shall notify the Lessor sixty (60) days prior to the Expiration Date in
writing. The Lessee shall have the priority to lease the Premises on the
same conditions.
CLAUSE 4 - RENTAL
4.1 The rental (the "RENTAL") and rental-free period agreed by both parties are
set forth in Part II of Schedule 3 hereto. Both parties agree that the
Rental contains the property management fee and air-conditioning fee set
forth in Part I of Schedule 4 hereto.
4.2 The Lessor shall pay the Rental, which contains the property management fee
and air-conditioning fee, in accordance with Clause 4 and in the manner set
forth in Schedule 3.
4.3 The Lessor shall issue the Lessee invoice prescribed and recognized by the
finance and taxation authorities within three (3) working days upon the
receipt of the Rental.
CLAUSE 5 - DEPOSIT
5.1 Upon signing the Agreement, the Lessee shall deposit with the Lessor the
sum specified in Part II Schedule 4 hereto.
5.2 Upon the expiration of the Lease Period or termination of the Agreement,
the deposit shall be returned to the Lessee after deducting the Rental and
the liquidated damages (if any) payable by the Lessee.
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CHAPTER 2 TAXES, ELECTRICITY AND TELEPHONE CHARGES
CLAUSE 1 - TAXES
2.1 Unless otherwise stipulated by law, the Lessee shall duly pay all the
taxes, duties and other charges expressly stipulated to be payable by the
Lessee under the laws and regulations of the PRC.
CLAUSE 2 - ELECTRICITY AND TELEPHONE CHARGES
2.1 The Lessee shall pay all the charges in respect of electricity and
telephone consumed or used in the Premises in accordance with the
separately metered records of the Premises or the public utility bills
supplied by the Lessor to the Lessee within fourteen (14) days from the
date of receipt of such records or bills.
CHAPTER 3 RESPONSIBILITIES OF THE LESSEE
CLAUSE 1 - COMPLIANCE WITH LAWS
1.1 The Lessee shall obey, observe and comply with relevant PRC laws and
regulations and directives of relevant government authorities in conducting
its business and all other activities in the Premises.
CLAUSE 2 - DECORATION, INSTALLATION AND ALTERATION OF FACILITIES
2.1 In the event that the Lessee carries out any interior decoration, split,
construction, installation of any facilities or alteration works in the
Premises, it shall submit the renovation plan to the Lessor in accordance
with the Decoration Rules of Kuntai International to obtain its approval.
The Lessee shall submit all required applications and drawings to relevant
government authorities. The Lessee shall not carry out any internal
renovation, split, construction, installation of any facilities or
alteration works in the Premises before obtaining all the necessary
permissions, licences or permits from relevant government authorities and
the written approval from the Lessor or the property management office of
Kuntai International.
2.2 When the Lessee carries out any work in the Premises, it shall cause its
employees, agents, contractors and workers to fully cooperate with the
employees, agents, contractors and workers of the Lessor and the property
management office of Kuntai International and other lessees and
contractors.
CLAUSE 3 - EXISTING AUXILIARY FACILITIES AND EQUIPMENT
3.1 Before delivery of the Premises, the Lessor and the Lessee shall conduct
joint inspection of the interior thereof. During the Lease Period, the
Lessee shall keep all the auxiliaryfacilities and equipments in the same
state as they were on the commencement date (fair wear and tear excepted).
CLAUSE 4 - COMPENSATION
4.1 The Lessee shall be fully responsible and indemnify the Lessor for the
losses incurred to the Lessor due to any damages suffered by any persons or
properties within the Premises on account of the Lessee's improper or
unreasonable use thereof.
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CLAUSE 5 - OPERATION OF BUSINESS
5.1 The Premises are not for residence purpose. The Lessee shall carry out its
business properly and shall not defame the reputation of Kuntai
International.
CLAUSE 6 - USE OF THE PREMISES
6.1 The Lessee shall not use the Premises for any purpose other than that
provided in Part III of Schedule 4 hereto.
CLAUSE 7- DAMAGE TO PUBLIC FACILITIES
7.1 The Lessee shall not paint, spray on, stick anything onto the exterior,
window frames, glass or walls of the Premises, or damage, demolish, bedaub
any part of the structure of Kuntai International or any decoration of the
common areas, stairs, lift, elevators of Kuntai International (including
any tree, plant and shrub thereof).
CLAUSE 8 - SUB-LETTING AND ASSIGNMENT
8.1 The Lessee shall not assign, mortgage, sub-let or share the Premises or any
part thereof with any other party without the consent of the Lessor. The
Lessor shall give reasonable explanation when it refuses such request of
the Lessee.
Without the consent of the Lessor, the Lessee also shall not approve or
permit any arrangement or transaction whereby any third party obtains the
right of use, possession or enjoyment of the Premises or any part thereof
irrespective of whether or not any Rental or other consideration is given
by such third party. The Lessor shall give reasonable explanation when it
refuses such request of the Lessee.
In the event that the Lessee carries out the above-mentioned activities
(whether money or other consideration is colleted or not), without
prejudice to any other rights and remedies of the Lessor, the Agreement
shall be terminated. The Lessee shall immediately clear and move out of the
Premises.
CHAPTER 4 OBLIGATIONS OF THE LESSOR
CLAUSE 1 - RIGHT OF USE
1.1 Subject to the Lessee paying the Rental at the time and in the manner
provided herein and observing and performing the terms, covenants,
stipulations and conditions contained herein, the Lessor guarantees that
the Lessee shall have the right to use and enjoy the Premises during the
Lease Period without any illegal interference from the Lessor or its
representatives except as provided in the Agreement. Notwithstanding the
foregoing, the Lessee agrees and acknowledges that in order to keep Kuntai
International in good conditions, the Lessor shall have the right, during
the Lease Period, to conduct or permit others to conduct any construction,
repair or other works at the appropriate time and the noise or other
interference on account of such works will not constitute any interference
to the Lessee, provided that the Lessor shall make its greatest efforts to
minimize any interference caused by such works to the Lessee.
CLAUSE 2 - TAX
2.1 The Lessor shall pay to the relevant government authorities all the taxes
and charges in connection with the leasing of the Premises which are
stipulated to be payable by the Lessor under the laws and regulations and
local provisions.
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CLAUSE 3 - MAINTENANCE
3.1 The Lessor is not obligated to provide property management service; the
property management office of Kuntai International shall be in charge of
such service. However, the Lessor shall procure the property management
office of Kuntai International to maintain the rooftop, main structures,
walls, water pipes as well as electrical cables, wiring and the common
areas and common facilities of Kuntai International in a good state.
3.2 The Lessor shall procure that the Premises and its auxiliary facilities are
fit and safe for use during the Lease Period. In the event that the Lessee
discovers any damage or breakdown of the Premises and its auxiliary
facilities, it shall, as soon as possible, notify the Lessor, and the
Lessor shall timely procure the property management office of Kuntai
International to maintain and repair. The Lessor shall procure the property
management office of Kuntai International to make repairs within one (1)
working day upon the receipt of such notice. In case of failure of making
repairs within such time limit, the Lessee shall consult with the Lessor to
resolve such problems.
CLAUSE 4 - AIR-CONDITIONING SERVICE
4.1 The Lessor shall procure the property management office of Kuntai
International to provide air-conditioning service to the Premises. The
air-conditioning operating hours shall be from 8:00am to 8:00pm from Monday
through Friday. Air-conditioning service may be provided at other time
beyond such operating hours and the Lessee shall pay an additional charge
to the property management office of Kuntai International (refer to Party I
of Schedule 4 for details).
CHAPTER 5 FORCE MAJEURE
1.1 During the Lease Period, if the Premises or any part thereof is damaged or
destroyed due to fire, typhoon or other force majeure events which are
beyond the control of the Lessor and therefore become unfit for use or
occupation, the Lessee may, based on the nature and extent of such
destruction or damage, stop the payment of all the Rental (including
property management fee and air-conditioning fee) from the date of the
occurrence of such destruction or damage or reduce or exempt the Rental for
the damaged or destroyed part of the Premises (including property
management fee and air-conditioning fee) calculated in a reasonable
proportion until the Premises has been repaired or rebuilt. The Lessor
shall not be liable to repair or rebuild the Premises if it thinks such is
not economically or practically feasible.
1.2 In the event that the entire or major part of the Premises are damaged,
destroyed and rendered unfit for use or occupation, either the Lessor or
the Lessee may, after fifteen (15) days from the occurrence of such
destruction or damage, give written notice to the other party to terminate
the Agreement immediately. Upon the receipt of such written notice by the
Lessor or Lessee from the other party, the Agreement shall terminate from
the date on which the Premises suffer such destruction or damage. The
Lessor shall return the deposit and the Rental for the affected period
thereof within seven (7) working days after the date when such written
notice is given.
CHAPTER 6 LIABILITY FOR BREACH OF THE AGREEMENT
CLAUSE 1 - LIABILITY FOR BREACH BY THE LESSOR
1.1 If any of the following circumstances occurs on the part of the Lessor, the
Lessor shall pay the Lessee liquidated damages at 4% of the monthly Rental
and the Lessee shall have the right to terminate the Agreement without
obtaining the consent of the Lessor:
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a. the Lessor fails to deliver the Premises at the agreed time for five
(5) days;
b. the Premises delivered by the Lessor do not comply with the
stipulations of the Agreement, which seriously affects the Lessee's
use of the Premises;
c. the Lessor fails to perform its maintenance obligation agreed
hereunder, which makes it impossible for the Lessee to use the
Premises properly;
d. the Premises delivered by the Lessor threaten the safety or health of
the Lessee.
CLAUSE 2 - LIABILITY FOR BREACH BY THE LESSEE
2.1 If any of the following circumstances occurs on the part of the Lessee, the
Lessee shall pay the Lessor liquidated damages at 0.3% of the monthly
Rental and the Lessor shall have the right to terminate the Agreement
without obtaining the consent of the Lessee:
a. in the event that the Lessee fails to pay the Lessor any Rental or
fees for thirty (30) days, without prejudice to the other rights or
remedies of the Lessor, the Lessor may collect overdue fine calculated
based on the actual delayed days at 0.3% of the monthly Rental from
the Lessee. The calculation period for overdue fine shall start from
the date on which such Rental or fees are due and payable until the
Lessee have fully paid the principal, overdue fine and other related
fees of such Rental or fees prescribed herein. In case that the
failure of paying the principal or interest of the above-mentioned
Rental or fees by the Lessee continues, the overdue fine shall be
calculated in compound interest per month.
2.2 If any of the following circumstances occurs on the part of the Lessee, the
Lessee shall pay the Lessor liquidated damages at 4% of the monthly Rental
and the Lessor shall have the right to terminate the Agreement without
obtaining the consent of the Lessee:
a. the Lessee changes the usage of the Premises without the consent of
the Lessor;
b. the Lessee demolishes, alters or destroys the main part of the
Premises, or carries out interior decoration, split, construction,
installation of any facilities or alteration works without the consent
of the Lessor;
c. the Lessee sub-lets the Premises to a third party without the consent
of the Lessor;
d. the Lessee uses the Premises to engage in illegal activities.
2.2 In the event that the Lessee decorates or adds new articles to the
Premises, the Lessor may request the Lessee to recover or compensate for
the losses thereof.
2.3 During the Lease Period, if the Lessee needs to terminate the lease of the
Premises before the expiration of the Lease Period, it shall notify the
Lessor three (3) months in advance and pay liquidated damage equivalent to
one monthly Rental as to the Lessor.
CHAPTER 7 SETTLEMENT OF DISPUTES
CLAUSE 1 - SETTLEMENT OF DISPUTES
1.1 Both parties shall resolve the disputes arising hereunder through
consultation; in case of the failure of such consultation, either party may
bring such to people's court with jurisdiction.
The Agreement is executed by the respective legal representative or duly
authorized representative of the Lessor and the Lessee and chopped with the
official chop on October
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SCHEDULE 1
Lessor: Beijing Shengshang Assets Management Co., Ltd.
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Legal Address: Rm1907 Kuntai International Center, ChaoWaidajie,
100020
Authorized Representative: XXXXX XXXXXXXX
Title: Chairman of the Board
Telephone: 00000000
Facsimile: 58797703
Lessee: Beijing Xxx-Xxxxx.xxx.xx
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Rm 2001 Capital Mension, Xx. 0, Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx,
000000, Xxxxxxx, PRC
Legal Representative: XXXXX XXX
Title: CEO
Telephone: 00000000
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SCHEDULE 2
Floor Plan of the Premises
(For identification purposes only)
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SCHEDULE 3
PART I
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Commencement date of the Lease: The following day after the execution of the
Agreement.
Lease Period: The fixed Lease Period shall start from the execution of the
Agreement and end on November 30, 2007; the Lease Period may be
extended by three (3) years.
The Lessee shall give a written opinion to the Lessor on whether
to extend the Lease Period not later than the 40th working day
before the expiration of the fixed Lease Period, and the Lessor
shall timely response to such written opinion. After such written
opinion is sent and prior to twenty (20) days before the
expiration of the fixed Lease Period, the Lessee and the Lessor
shall reach agreement on whether to extend the Lease Period and
the Lease Period will be automatically extended upon such
agreement, whereby all the terms and conditions of the Agreement
shall remain unchanged.
In case that the Lessee fails to give any written opinion to the
Lessor on the issue of lease continuation, or both parties fail
to reach agreement on the change of the terms and conditions of
the Agreement before twenty (20) days of the expiration of the
fixed Lease Period, the Agreement shall automatically be
terminated upon the expiration of the fixed Lease Period. During
the course of negotiation, the Lessee shall have the priority to
lease the Premises under the same conditions in respect of the
market rental then for the relevant location.
PART II
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Rental (including the management fee and air-conditioning fee and other fees set
forth in Part II of Schedule 4 hereto: RMB 3.6 yuan / per square meter gross
floor area / per day. The Rental shall be RMB 48,000 yuan per month with gross
floor being 443.4 square meters. Among the Rental, the rental for the Premises
collected by the Lessor shall be RMB 36,250 yuan per month, the property
management fee, air-conditioning fee for normal operating hours and other
related fees collected by the Lessor on behalf of others shall be RMB 11,750
yuan.
Rental Free Period: The Lessor shall grant the Lessee a Rental-free period
of two months, from October 14, 2005 to December 14,
2005. In the Rental-free period, the Lessee shall not
pay the rental but shall pay property management fee.
Manners of Payment: Within the first five (5) working days of each calendar
month, the Leasee shall pay the Rental for this month by
cheque. However, the Rental for the first month
following the Rental-free period shall be paid within
five (5) working days after the expiration of the
Rental-free period.
Where the date of payment falls into the public holidays
of the PRC, the payment shall be made within three (3)
working days following the public holidays.
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PART III
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Gross Floor: The gross floor area of the Premises is 443.4 square
meters. Such figure is determined as per the final
measurement made by competent housing administration
authority of Beijing Municipality. The Lessor and the
Lessee mutually agree with such figure.
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SCHEDULE 4
PART I
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Property Management Fee and Air-Conditioning Fee for Normal Operating Hours:
Such have been included in the Rental, which shall be RMB 26.5 yuan per square
meter multiplied by a gross floor area of 443.4 square meters and shall be
adjusted based on the actual situations of each year.
Normal Air-conditioning Service Hours:
8:00AM to 8:00 PM (from Monday to Friday) (no air-conditioning service on
Saturday, Sunday and public holidays)
Over-time Air-conditioning Service Fee:
RMB 800 yuan per hour (the Premises). It shall be subject to the standards
prescribed by the property management office of Kuntai International.
PART II
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Deposit: The Lessee shall deposit with the Lessor an amount equivalent
to three (3) months' Rental (including management fee and
air-conditioning fee) as deposit, which is RMB 144,000 yuan.
PART III
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Usage: The usage of the Premises is for office use only.
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SCHEDULE 5
1. All the management rules and regulations adopted by the Lessor shall be
legal and shall apply equally to other lessees and users of Kuntai
International. Unless otherwise agreed by the parties or stipulated by
relevant laws, in the event of inconsistency between such aforesaid rules
and the provisions in this Agreement, and the rights of the Lessee under
the Agreement are affected by such inconsistency, the Agreement shall
prevail.
2. After the execution of the Agreement, the Lessee may commence the
decoration to the Premises as of the commencement date provided herein.
3. The Rental for each car parking space shall be RMB1, 000 yuan per month
(including RMB 150 yuan management fee).
4. Decoration Contractor
The Lessee shall have the right to select qualified decoration contractors
with the exception of the fire services contractor, which shall be
nominated by the Xxxxxx. The Lessee's contractors shall liaise with the
property management office of Kuntai International and pay management fee.
For information technology installation works, the contractor engaged by
the Lessee must meet the qualification standards set up by local
authorities.
5. Logo
The Xxxxxx shall provide standard name logo of the Lessee on the name
tablet installed in the lobby and the 19th floor.
6. Legal Costs
Each party shall bear its own legal cost and respectively pay half of the
stamp duties.
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SCHEDULE 6
1. This Lease Agreement shall enter into effect on the date of execution
thereof and shall be executed in two (2) originals with one (1) original
respectively for the Lessor and Lessee. The Chinese version shall prevail.
2. For issues not covered by this Lease Agreement, Lessor and Lessee shall
settle through consultation.
Lessor: Beijing Shengshang Asset Management Co. Ltd.
Authorized Representative: XXXXX XXXXXXXX
Official Seal:
Lessee: Beijing Med-Pharm Market Calculating Co. Ltd.
Authorized Representative: XXXXX XXX
Official Seal:
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