Shenzhen Real Estate Lease Agreement Shenzhen Lease Administrative Office
EXHIBIT
10.5
Translated
from the original Mandarin
Shenzhen
(Nanshan): 0102278
Contract
registration no.
Shenzhen
Real Estate Lease Agreement
Shenzhen
Lease Administrative Office
Lease
Agreement
Landlord:
Shenzhen Fengfu Real Estate Co. Ltd.
Address:
Building 10th Central (W.), Shenzhen High-Tech Park, Shenzhen,
China
Postal
code: 518057
Representative:
Address:
Postal
code:
Tenant:
SinoHub SCM Shenzhen, Ltd.,
Address:
Room B, 2cn floor, building 00xx Xxxxxxx (X.), Xxxxxxxx Xxxx-Xxxx Xxxx,
Xxxxxxxx, Xxxxx
Postal
code: 518057
Registration
number or ID card number:
Representative:
Address:
Postal
code:
According
to Contract Law of People’s Republic of China, Real Estate Administrative Law of
Cities of People’s Republic of China, Lease Regulations of Shenzhen Special
Economic Zone, etc., the following agreement is between the Landlord and the
Tenant.
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I.
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The
Landlord is the owner of certain premises situated at Room B & C, 2nd
floor, building 10 Central (W.), Shenzhen High-Tech Park, Shenzhen, China,
hereinafter referred to as the "Leasehold Premises". And the Landlord is
desirous of leasing the Premises to the Tenant upon the terms and
conditions as contained herein. The total space of the Leasehold Premises
is 682.05m², and the building is 6-stories
high.
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The
Landlord Shenzhen Fengfu Real Estate Co. Ltd. has a legal and valid Real Estate
Ownership certificate No. 4000014864.
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II.
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The
rent reserved by the Landlord for the Leasehold Premises for the term
herein provided shall be RMB43/m²/month, hence the monthly rent for the
Leasehold Premises shall be
RMB29,328,15.
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III.
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Upon
the due execution of this Agreement, the Tenant shall deposit with the
Landlord the sum of RMB29,328,15 on the day of July 10,
2007.
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IV.
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The
monthly rent shall be payable by the 11th
of each month by the Tenant. While receiving the rent, the Landlord shall
issue the legal invoice to the
Tenant.
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V.
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The
term for the Leasehold Premises described above is from July 10, 2007 to
July 9, 2008.
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The term
agreed upon above can not exceed the year limit by which the land is allowed to
be used; the time exceeding the limit will be regarded as invalid. Therefore,
for the loss and damage caused herein will be executed compliant with the term
both parties agreed, if no such agreements, the loss and damage will be borne by
the Landlord.
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VI.
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During
the term of the lease, the Leasehold Premises is used as office
space.
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No part
of the Premises shall be used at any time during the term of this Agreement by
the Tenant for the purpose other than described above without the
consent in written form of the Landlord. Moreover, it must be with the approved
application to the real estate administrative departments to altering the
purpose of the Leasehold Premises.
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VII.
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The
Landlord shall submit the Leasehold Premises to the Tenant and complete
the relative procedures by July 10,
2007.
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Whereas,
if the Landlord submits the Leasehold Premises later than the time specified
above, the Tenant shall
propose to extend the term of the agreement. Both parties shall sign to confirm
the extension and register at the contract registration office.
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VIII.
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While
submitting the Leasehold Premises, both parties shall confirm and specify
the conditions of the Premises including its facilities, and list in the
appendix of the agreement.
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IX.
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While submitting the Leasehold
Premises, the Landlord may require the sum of one-month rent deposit, i.e.
RMB29,328,15 of
which is hereby acknowledged by the Landlord. Upon receiving such deposit,
the Landlord shall issues a receipt to the
Tenant.
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When one
of these conditions occurs, the Landlord shall return the deposit to the
Tenant:
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a)
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When
the agreement expires, and the Tenant does not breach the
terms;
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b)
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The
agreement is terminated due to the reason of the
Landlord.
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When one
of these conditions occurs, the Landlord shall not return the deposit to the
Tenant:
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a)
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The
Tenant terminates the agreement earlier to the expiration, or for other
reasons which lead to the termination of the
agreement;
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b)
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During
the term of the agreement, the Tenant fails to execute the agreement on
its side.
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X.
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During
the term of the agreement, the Landlord is liable to pay for the land use
fee, taxes, lease administrative fees, etc. of the Leasehold Premises and
the Tenant shall pay for the water and electricity supply, sanitary fee,
administrative fee, etc. of the Leasehold Premises on
time.
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XI.
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The
landlord shall ensure the submitted Leasehold Premises together with its
facilities can fulfill the rental purpose, and guarantee it comply with
the relative laws and regulations.
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For the
personnel and economic damage made to the Tenant caused by the Landlord in
accident or on purpose during the term of the agreement, the Tenant shall
reserve the right to require corresponding compensation by the
Landlord.
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XII.
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The
Tenant shall take in use of the Leasehold Premises and its facilities
properly and not use the Premises against the law. The Landlord shall not
interfere or prevent the Tenant from putting the use of the Premises
properly.
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XIII.
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During
the term of the agreement, if breakdown or damage occurs to the Leasehold
Premises and its facilities, not for the fault of the Tenant, the Tenant
shall inform the Landlord and take effective measures to stop the
breakdown or faults from getting worse. While the Landlord shall have it
fixed or appoint the Tenant to fix such breakdown or faults within 10 days
after being informed. When the Tenant fails to inform the Landlord, or the
Landlord fails to exercise the fixing liability after being informed, the
Tenant can fix the problem after having it registered at administrative
office.
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The
Tenant shall fix the breakdown or faults in time and inform the Landlord when
emergency occurs and immediate measures must be taken.
The
fixing expenses arising from the two situations described above, including the
situation that the Tenant stands for the Landlord to fix the faults or takes
measures to prevent more severe damages) shall be paid by the Landlord. If the
Tenant fails to exercise its liability, not informing the Landlord or taking
effective measures in time, thus more damage is made, the fixing expenses of
this extra part shall paid by the Tenant.
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XIV.
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During
the term of the agreement, if breakdown or damage occurs to the Leasehold
Premises and its facilities due to the fault of the Tenant, the Tenant
shall inform the Landlord in time and is liable of fixing or compensating
for the loss. When the Tenant refuses to fix or compensate for the loss,
after having it registered at the administrative office, the Landlord
shall having the breakdown or faults fixed, while the incurring expenses
shall be paid by the Tenant.
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XV.
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During
the term of the agreement, neither party shall make alterations to the
building or improvements on the Premises or construct any building or make
any other improvements on the Premises without the prior written consent
of the other party.
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For the
situation described above, it must be with the approved application to the real
estate administrative departments to altering the purpose of the Leasehold
Premises.
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XVI.
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During
the term of the agreement, the Tenant cannot sub-contract its liability of
using the whole Leasehold Premises or partially to any third
party.
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XVII.
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During
the term of the agreement, if the Landlord desires to lease the possession
of the Leasehold Premises wholly or partially to any third party, the
Landlord shall inform the Tenant one month prior in written
form.
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When the
possession of the Leasehold Premises is delivered to the third party, the
Landlord shall inform the third party to continue executing the agreement while
signing the contract with the third party.
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XVIII.
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During
the term of the agreement, when one of these conditions occurs, the
agreement can be terminated or
altered;
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a)
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For
force majeure and unexpected issues that disables the prevents
continuation of this agreement;
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b)
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The
government confiscates, purchases, or tears down the building where the
Leasehold Premises is located;
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c)
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Both
parties agree to alter or terminate the
agreement.
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XIX.
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When
one of these conditions occurs, the Landlord shall ask for compensation
from the Tenant for the losses
caused:
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a)
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The
Tenant delays paying the monthly rent for over 30 days (one
month);
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b)
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The
Tenant’s delayed payment may cause the loss of the Landlord over
RMB29,328,15;
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c)
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The
Tenant takes the Leasehold Premises in use of the illegal behaviors to
damage the public interest or the
others;
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d)
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The
Tenant alters the structure or purpose of the Leasehold Premises without
the consent of the Landlord.
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e)
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The
Tenant breaches the term XIV of the agreement and fails to fulfill its
liability of fixing the faults and paying for relative expenses which
leads to the severe damage made to the Leasehold Premises and its
facilities;
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f)
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The
Tenant renovates the Leasehold Premises without the consent of the
Landlord and the approval of the relative
government;
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g)
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The
Tenant sub-contracts the Leasehold Premises to be used by the third party
without the consent of the
Landlord.
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Apart
from asking for compensation of the Tenant for breaching terms of the
agreement, the Landlord shall reserve the right of terminating or altering
the agreement.
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XX.
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When
one of these conditions occurs, the Tenant shall ask for compensation from
the Landlord for the losses caused
because:
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a)
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The
Landlord fails to submit the Leasehold Premises over 30 days (one
month);
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b)
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The
Landlord breaches the term XI of the agreement and disables the Tenant to
rent the Leasehold Premises as described
above;
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c)
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The
Landlord breaches the term XIII of the agreement and fails to fulfill its
liability of fixing the faults and paying for relative
expenses.
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d)
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The
Landlord makes alterations to the buildings or improvements on the
Premises or construct any building or make any other improvements on the
Premises without the prior written consent of the Tenant and the approval
of the relative government.
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Apart
from asking for compensation of the Landlord for breaching terms of the
agreement, the Tenant shall reserve the right of terminating (after getting
compensation from the Landlord, the Tenant shall inform the Landlord to turn
back the Leasehold Premises) or altering the agreement.
For the
period of time between being informed by the Landlord to getting compensation
from the Landlord, the Tenant shall pay for monthly rent.
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XXI.
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After
the expiration of the agreement, the Tenant shall leave and turn back the
Leasehold Premises to the Landlord within 5 days, and ensure the Leasehold
Premises and its facilities are in goods conditions (except for those
within the range or ordinary damage). Simultaneously, the Tenant shall pay
off all the relative expenses and complete the procedure
needed.
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If the
Tenant fails to leave and turn back the Leasehold Premises to the Landlord
within the time described above, the Landlord is liable of regaining the
Leasehold Premises and ask for double rent for the exceeding time.
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XXII.
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When
the agreement expires, if the Tenant desires to continue renting the
Leasehold Premises, the Tenant shall apply to the Landlord to renew the
lease 3 months prior to the expiration date. Upon the same conditions, the
Tenant has the priority of renting the Leasehold Premises over the
others.
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Both
parties shall resign an agreement while agreeing on the renewal, and re-register
at the administrative office.
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XXIII.
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Both
parties are liable of fulfilling the terms of the agreement. Any party
breaching the agreement shall be liable according to the relative
terms.
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XXIV.
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Both
parties may specify the issues not stated in the agreement in the
appendix, the contents of which is constructed as a part of the agreement
and valid as a whole upon signature of both
parties.
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Upon
agreeing on the alterations of the agreement, both parties shall register at the
original registration office. The agreement altered and registered is valid as
the original one.
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XXV.
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If
disputes occur with regards to the execution of the agreement, both
parties shall resolve the disputes with friendly negotiation. If
negotiation fails to resolve the disputes, both parties can apply to
registration office for conciliation; and when conciliation fails, both
parties can xxx at the People’s
Court.
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XXVI.
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This
agreement shall come into effect commencing as of the Date of Execution
after the effective signature of both
parties.
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Both
parties shall have the agreement registered at administrative office within ten
days after the effective date.
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XXVII.
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Please
refer to the Chinese version for this
agreement.
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XXVIII.
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This
agreement is in quadruplicate, while the Landlord holds 2 originals, and
the Tenant, the contract registration office and the relative government
office holds one original copy
respectively.
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Landlord: (chopped)
Legal
Representative:
Contact
number:
Bank
Account:
Authorized
Representative: (chopped)
Date:
July 10, 2007
Tenant: (chopped)
Legal
Representative:
Contact
number:
Bank
Account:
Authorized
Representative: (chopped)
Date:
July 10, 2007
Registration: (chopped)
Registration
office: (chopped)
Date:
July 16, 2007
