EXHIBIT 4.6
BUILDING LEASE
SHANGHAI CITY CONTRACT
COMMERCIAL BUILDING ADVANCE LEASING
(CONTRACT NO: XXX XXXX (2005) YE ZI NO. 4)
Parties to this Contract:
Lessor (Party A): Shanghai Golden Union Real Estate Management
Co., Ltd.
Lessee (Party B): Qianjin Network Information Technology
(Shanghai) Co., Ltd
Party A and Party B hereby enter into this Contract with respect to
the leasing by Party B of the commercial building premise that Party A may lease
legally after reaching an agreement through consultation on the basis of
equality, willingness, fairness and good faith, and in accordance with Contract
Law of the People's Republic of China and Rules on Leasing of Buildings in
Shanghai City (hereinafter referred to as the "Rules").
I. Details of the Building to be Leased:
1. The building premise to be leased to Party B by Party A is located
at fourteenth floor, 000 Xxxxxx Xx, Xxxx'xx Xxxxxxxx, Xxxxxxxx. The
as- measured floorage of such building premise is 1614.87 square
meters, which premise, in connection of usage, is a building premise
used for office work, and, in connection of type, is an office
premise. The structure of the premise is armored concrete. The
layout of such premise is attached to this Contract as Annex 1.
Party A has presented to Party B:
The Title Certificate of Building and Estate. Serial number of the
certificate: Xx Xxxx Di Jing Zi (2004) No. 014483.
2. As the title owner of such premise, Party A hereby enters into a
lease relationship with Party B. Prior to the execution of this
Contract, Party A has informed Party B that a mortgage has been
created on such premise.
3. Party A and Party B have set forth in Annex 2 and Annex 3,
respectively, the areas for public use or sharing, conditions and
requirements, conditions of existing decoration, auxiliary
facilities, and equipment, and the scope, standards and other
matters that need to be agreed on by the Parties with respect to the
decoration and addition of auxiliary equipment by Party B with the
permission of Party A. Party A and Party B agree that such Annexes
shall be used as the acceptance basis when Party A delivers the
premise to Party B and when Party B returns the premise to Party A
upon termination of this Contract.
II. Purpose of the Lease
1. Party B hereby covenants to Party A that such leased premise shall
be used as office space, and that it will comply with the state and
municipal regulations on the use of building premises and property
management.
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2. Party B warrants that it will not use the premise for purposes other
than as set forth above without the written consent of Party B and
the approval by relevant authorities, if required.
III. Date of Delivery and Term of the Lease
1. Party A and Party B have agreed that Party A shall deliver the
premise to Party B by February 1, 2005. The term of the lease shall
begin on February 1, 2005, ending on December 31, 2006.
2. Upon the expiry of the term of the lease, Party A shall have the
right to recall such premise, and Party B shall return the same on
time. Where Party B needs to renew the lease of such premise, Party
B shall deliver a written request to renew three months before the
expiry of the term of the lease, and, when agreed by Party A, enter
into a new lease contract with Party A.
IV. Rent, Payment Terms and Due Dates
1. Party A and Party B have agreed that, the rent per day per square
meter of the floorage of this premise shall be (RMB) 2.15. The
monthly rent shall be (RMB) 104,159 (RMB one hundred and four
thousand, one hundred and fifty nine) in aggregate.
Starting from the third (year/month), both parties may renegotiate
the rent of the premise. The information regarding the adjustment
details shall be in accordance with the supplementary provisions of
the Contract.
2. Party B shall pay to Party A the rent by the fifteenth day of each
month. In the event of payment delay, Party B shall pay a breach
penalty of 0.3% of the daily rent for each day when such payment is
delayed.
3. The terms of payment by Party B are set forth as below: Party B
shall make rent payments to Party A before the fifteenth day of each
month.
V. Deposit and other Expenses
1. Party A and Party B have agreed that, Party B shall pay a deposit on
the lease of the premise, the amount of which shall equal 2 months'
rent, i.e., (RMB) 208,318. Party A shall issue a receipt certificate
to Party B upon the receipt of such deposit.
Upon the termination of the lease relationship, Party A shall return
the balance of the deposit without interest to Party B after setting
off the expenses that shall be born by Party B as agreed in this
contract.
2. During the term of the lease, expenses related to water,
electricity, gas, communications, equipment and property management
expenses shall be born by Party B.
3. The calculation or allocation, payment terms and time for the above
expenses born by Party B are set forth below: Party B shall make
payments directly to Shanghai Wenhui Xinmin Property Management Co.,
Ltd. according to its rules.
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VI. Requirements in Using the Premise and the Obligations to Repair
1. During the term of the lease, if Party B discovers any damage or
failure in the premise or its auxiliary facilities, Party B shall
notify Party A for repair on a timely basis. Party A shall conduct
the repair within three days after the receipt of such notice from
Party B. In the case of delay in repair, Party B may conduct the
repair on Party A's behalf with all expenses born by Party A.
2. During the term of the lease, Party B shall properly use and protect
such premise and its auxiliary facilities. In the case of any damage
or failure in such premise or its auxiliary facilities due to
improper or unreasonable use by Party B, Party B shall be
responsible for the repair. If Party B refuses to repair, Party A
may repair on Party B's behalf, with all expenses born by Party B.
3. During the term of the lease, Party B warrants to keep such premise
and its auxiliary facilities under useable and safe conditions.
Party A shall give Party B a notice of three days if it wishes to
examine and conduct maintenance on the premise. Party B shall assist
in such examination and maintenance. Party A shall minimize the
effect on the use of the premise by Party B.
4. Other than as set forth in Annex 3 of this Contract, if Party B
needs additional decoration or auxiliary facilities and equipment,
Party B shall proceed only after it has obtained Party A's prior
written consent, and, in the event that an approval from relevant
authority is required, the approval from such authority after Party
A reports to such authority. The ownership and responsibilities of
maintenance of the auxiliary facilities and equipment added by Party
B shall be agreed by Party A and Party B in a separate written
document.
VII. Condition of the Premise when Returned
1. Unless Party A agrees to the renewal by Party B, Party B shall
return such premise within three days after the expiry of the term
of lease under this Contract. In the event of delay in returning the
premise without Party A's consent, for each day that such return is
delayed, Party B shall pay a fee of 3 yuan per square meter (RMB)
for using the premise during period that it occupies such premise.
2. The premise returned by Party B shall be under a condition after
ordinary use. When the premise is returned, it shall be inspected
and accepted by Party A, and the Parties shall settle with each
other payments of the expenses for their own account.
VIII. Sub-lease, Assignment and Exchange
1. Unless Party A has agreed that Party B may sub-lease in the
supplementary provisions of this Contract, during the term of the
lease, Party B may sub-lease any part or all of this premise to
other parties only with the prior written consent of Party A.
However, the same room for residence shall not be divided into
portions for sub-lease.
2. To sub-lease such premise, Party B shall enter into a written
sub-lease contract with the sub-lessee according to the regulations,
and shall file such sub-lease with the real estate trading center of
the district or county where the premise is located, or with the
registration and acceptance office for buildings and estate
established by the municipal building and estate bureau in the
farming system.
3. During the term of the lease, Party B shall obtain the prior written
consent of Party A if Party B is to assign the lease of such premise
to another party or exchange such
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premise with another premise leased by another party. After such
assignment or exchange, the assignee of the lease obligations or the
other party of the exchange shall enter into an amendment contract
to change the party to this Contract and continue to perform this
Contract.
4. During the term of the lease, Party A shall give Party B a notice of
three months if it needs to sell such premise. Party B shall have
the preemptive right under the same circumstances.
IX. Conditions of Termination of this Contract
1. Party A and Party B have agreed that, upon the occurrence of any of
the following events, this Contract shall be terminated and none of
the Parties shall be held liable to the other:
(1) the land use right covered by such premise shall have been
recalled early by law;
(2) such premise shall have been expropriated for public interest;
(3) such premise shall have been included in the building
demolition permitted by law due to the requirements of urban
construction;
(4) such premise shall have been destroyed, disappeared or shall
have been verified as a dangerous building;
(5) the premise shall have been under disposal due to the mortgage
created prior to the lease of the premise, Party B has been
informed of which mortgage by Party A;
2. Party A and Party B have agreed that, either Party may terminate
this Contract by written notice to the other Party upon the
occurrence of any of the following events. The breaching Party shall
pay to the other Party a breach penalty of six times the monthly
rent, and in the event that such breach has caused losses to the
other Party, and the breach penalty paid is not sufficient to set
off such losses, a compensation shall be made in the amount of the
difference between the losses thus incurred and the amount of the
breach penalty.
(1) Party B shall have failed to deliver such premise on time, and
still haven't delivered within seven days after receipt of
notice from Party B;
(2) The premise delivered by Party A shall have been incompliant
with the agreements contained in this Contract, which shall
have led to the failure to use the premise for the original
purpose under the lease; or the premise delivered by Party A
shall have born defects that threaten the safety of Party B;
(3) Party B shall have altered the usage of the premise without
the written consent of Party A, which shall have caused
damages to the premise;
(4) Damages to the main structure of the premise due to Party B's
fault;
(5) Party B shall have, without permission, sub-leased such
premise, assigned the lease of the premise or exchanged each
other's leased premises with another party;
(6) Party B shall have failed to pay rent for two months
cumulatively;
(7) Party A and Party B shall have materially violated other terms
and conditions of the contract.
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X. Liabilities of Breach of the Contract
1. In the event that the premise has defect when delivered, Party A
shall repair the premise within seven days after the delivery,
failing which, Party A agrees to decrease the rent or amend the
relevant provisions on the rent.
2. In the event that Party A fails to inform Party B of the fact that
such premise has been mortgaged or the transfer of the title of such
premise is subject to restriction prior to the lease, which results
in losses sustained by Party B, Party A shall indemnify Party B for
such losses.
3. During the term of the lease, if Party A fails to perform its
obligations under this Contract to repair or maintain the premise on
a timely basis, which results in damages to the premise, property
loss sustained by Party B or personal injuries, Party A shall be
responsible for indemnification.
4. During the term of the lease, if Party A terminates this Contract
and recalls the premise early other than as provided in this
Contract, Party A shall pay to Party B a breach penalty in an amount
two times of the rent for the number of days that the premise is
recalled early. In the event that the breach penalty is not
sufficient to set off the losses sustained by Party B, Party A shall
also indemnify Party B of such losses.
5. If Party B decorates the premise or add auxiliary facilities without
the written consent of Party A or in addition to the scope consented
by Party A, Party A may demand Party B to restore the premise to its
original condition.
6. During the term of the lease, if Party B terminates the lease early
at its sole discretion other than as provided in this Contract,
Party B shall pay to Party A a breach penalty in an amount two times
of the rent for the number of days that the lease is terminated
early. In the event that the breach penalty is not sufficient to set
off the losses sustained by Party A, Party B shall indemnify Party A
of such losses. Party A may set off the losses from the deposit. In
the event that the deposit is not sufficient to set off the losses,
Party B shall make additional payment of the amount that falls
short.
XI. Miscellaneous
1. During the term of the lease, if Party A needs to mortgage such
premise, it shall notify Party B of such mortgage in writing, and
Party A warrants to Party B that it will consult Party A for its
intention to purchase such premise ____ days prior to disposition of
the premise by the parties to the mortgage by agreement through
discount and selling off.
2. This Contract shall become effective (upon signing by the Parties/
after signing by the Parties) with the company seals of the Parties
affixed hereto.
3. Issues not covered in this Contract may be agreed by the Parties in
supplementary provisions. The supplementary provisions and the
annexes of this Contract constitute an integral part of this
Contract. The handwriting filled in the blank in this Contract and
its supplementary provisions and annexes shall have the same force
and effect with the printed contents.
4. Party A and Party B fully understand their respective rights,
obligations and responsibilities at the time of execution of this
Contract, and are willing to perform this Contract in strict
accordance with its provisions. In case of breach of this
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Contract by either Party, the other Party shall have the right to
claim compensation from the breaching Party.
5. Disputes arising in the course of performance of this Contract by
the Parties shall be settled through consultation, failing which,
the Parties are willing to choose the first alternative set forth
below:
(1) submission to Shanghai Arbitration Commission for arbitration;
(2) submission to the people's court for litigation according to
law.
6. There are three counterparts of this Contract and its annexes. Party
A and Party B shall each hold a counterpart, while each party shall
keep back-up copy, all of which shall have the same force.
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Lessor (Party A) Lessee (Party B)
Shanghai Golden Union Real Estate Qianjin Network Information
Management Co., Ltd. Technology (Shanghai) Co., Ltd.
Nationality: Nationality:
Legal Representative: Xx, Xxxxxxx Legal Representative:
Registration Certificate N./ID No. Registration Certificate N./ID No.
Address: 0/X, Xx. 000, Xxxxxxxxx Xxxx Address:
Post Code: Post Code:
Tel: Tel:
Authorized Agent: Authorized Agent:
Signature and Seal: Signature and Seal:
Date: February 21, 2005 Date: February 21, 2005
Place: Shanghai Place:
Name of the Brokerage Entity:
Name of the Broker:
Qualification Certificate Number of the Broker:
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SUPPLEMENTARY PROVISIONS TO THE LEASE CONTRACT
Party A and Party B hereby make the following supplementary provisions
according to Article 11-3 of this Contract in connection with the issues not
covered in this Contract. In the event of conflict between this Contract and the
supplementary provisions, these supplementary provisions shall prevail.
Supplementary Provision 1
1. If this Contract is terminated or dissolved for any reason prior to
the expiry of the term of the lease, unless previously consented by
Party A in writing, Party B shall restore the premise to its
original condition (expect normal wear and tear) before returning
the premise to Party A with the restoration expenses born by Party
B.
2. If Party A agrees that Party B may return the premise without
restoring it to its original condition, Party A shall not be
obligated to pay any consideration for taking over the decoration,
facilities and items left by Party B.
3. If Party B refuses to restore the premise to its original condition
without the consent of Party A, Party A shall have the right to
restore such premise to its original conditions without informing
Party B. All decoration, facilities, equipment and items left by
Party B in the premise, regardless of the value thereof, shall
become Party A's belongs without costs, which may be dispose of at
Party A's sole discretion. Party B shall not have the right to
request Party A to set off Party B's payables with or to otherwise
pay any consideration for the left-over decoration, facilities,
equipment and items. Costs of demolition, removal and disposal of
the above decoration, facilities, equipment and items by Party A
shall be born by Party B.
Supplementary Provision 2
Upon the expiry of the term of the Lease or the termination or
cancellation of this Contract for any reason, if Party B continues to occupy
such premise without the consent of Party A, Party A shall have the right to
charge Party B a fee for use and occupation of the premise in accordance with
the provisions of Article VII of this Contract, and shall have the right to
recover from Party B such losses it incurred as a result of Party B's failure to
evacuate in time. Party A's claim of such remedy for breach shall not be deemed
as Party A's consent to Party B's continued occupation of such premise.
Supplementary Provision 3
During the term of the lease, Party B shall bear the payment of
property management fee and other miscellaneous expenses such as water,
electricity and communications. Party B shall pay various fees on time according
to the regulations of the Property Management Company of Wenxin Newspaper Plaza.
Party B shall be solely liable for all consequences of its late payment of such
fees. In the event that Party A is jointly held liable for such consequences,
Party B shall bear all losses thus caused to Party A.
Supplementary Provision 4
1. According to the provisions of Article 5-1, Party A shall have the
right to deduct and set off any rent, management fee and other fees
payable but unpaid by Party B, or losses caused to Party A as a
result of Party B's breach of Contract. Party A shall have the
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right to recover the amount short from Party B. When the deposit
decreases, Party B shall promptly replenish the deposit within 7
days after receipt of Party A's notice, failing which, Party A shall
have the right to deem it as one of the material breach events by
Party B, and hold Party B liable for such breach according to the
provisions of Article 9-2(7).
2. Upon the expiry of the term of the lease, if there is no default by
Party B as contemplated in this Contract, Party A shall return the
deposit to Party B within 14 days after Party B returns and Party A
conducts the acceptance examination on the premise, and after Party
B settles the payment of all rent, property management fee, fees for
water, electricity, coal, communications during the term of the
lease. There is no interest on the deposits returned to Party B.
Supplementary Provision 5
Party B shall itself purchase property insurance for all the
properties that belong to it in the premise, and insurance for risk of theft
and/or pilferage and risk of public liability. Party A shall not be responsible
for any economic loss and risks of Party B in such premise.
Supplementary Provision 6
1. Party A shall have the right to take clients to visit the premise
during the last three months prior to the expiry of the Contract
with reasonable advance notice and with the consent of Party B,
provided however, Party A shall use its best efforts to minimize the
effect on Party B.
2. Party A or the Property Management Company shall have the right to
enter into the premise to rescue in case of emergency (e.g. fire,
water pipe explosion).
Supplementary Provision 7
Supplement to Article VI
1. Party B agrees to be responsible for the maintenance and care of the
interior of the premise during the term of the lease, and to keep
such premise under good conditions, except for normal wear and tear.
Any damage to the premise caused by the willful act or misconduct of
Party B or its visitors shall be restored within reasonable time by
a repair service provider retained by Party B, which repair service
provider shall meet the requirements of the Property Management
Company and have relevant professional qualification. If the damage
is not restored within reasonable time, Party A may instead conduct
the repair, while Party B shall reimburse Party A for all costs and
expenses incurred for such repair.
2. Party B shall actively assist and cooperate with Party A in Party
A's maintenance of the premise and its auxiliary facilities.
3. Upon the expiry of the term of the lease, or the termination or
cancellation of this Contract for any reason, Party B shall not
damage the structure of the premise when removing the facilities or
equipment it added to the premise. Party B shall not undertake the
formalities of terminating the lease until Party A has inspected and
accepted the premise.
4. In the event of damage to the premise or losses caused to Party B
due to force majeure, the Parties shall not be held liable for each
other.
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Supplementary Provision 8
Supplement to Article 9-2
In the event where Party A has the right to terminate the Contract
as provided in the Contract, the Contract shall be automatically terminated upon
the delivery of a written notice of termination or cancellation of the Contract
to the premise by Party A. Party B shall promptly return the premise to Party A.
Supplementary Provision 9
Party B shall comply with the Property Management Code of Wenxin
Newspaper Plaza and other property management regulations during the term of the
lease. Party B shall be liable for the damages to any part of the plaza,
facilities or persons caused by Party B, its employees or visitors.
Supplementary Provision 10
Amendment to Article 4-1
Party A and Party B have agreed that, from February 1, 2005 to March
31, 2005, the rent per day per square meter of the floorage of this premise
shall be (RMB) 2.15 and the monthly rent shall be (RMB) 104,159 (RMB one hundred
and four thousand, one hundred and fifty nine) in aggregate; from April 1, 2005
to December 31, 2006, the rent per day per square meter of the floorage of this
premise shall be (RMB) 2.80 and the monthly rent shall be (RMB) 135,649 (RMB one
hundred and thirty five thousand, six hundred and forty nine) in aggregate.
Supplementary Provision 11
All notices and vouchers issued according to this Contract and in
connection with the performance of this Contract shall be made in writing and
sent to the following address via facsimile or registered mail:
Party A: Shanghai Golden Union Real Estate Management Co., Ltd.
Address: 0xx Xxxxx, Xxxx Xx Xxxxx, Xx. 000 Xxxxxxxxx Xx
Fax: 000-0000 0000
Party B: Qianjin Network Information Technology (Shanghai) Co., Ltd
Address: 21st Floor, Wenxin Xxxxxxxxx Xxxxx, Xx. 000 Xxxxxx Xx,
Xxxxxxxx
Fax: 000-0000 0000
The communication shall be deemed to have been effectively received
upon the transmission if transmitted via facsimile, and three days after the
delivery if delivered by registered mail. Any Party shall inform the other Party
through registered mail of any change of its fax number or address and shall be
responsible itself for all losses caused by its negligence in making the
notification.
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Lessor (Party A) Lessee (Party B)
Shanghai Golden Union Real Estate Management Co., Ltd.
February 21, 2005
11
BUILDING LEASE
SHANGHAI CITY CONTRACT
COMMERCIAL BUILDING ADVANCE LEASING
(CONTRACT NO: XXX XXXX (2005) YE ZI NO. 5)
Parties to this Contract:
Lessor (Party A): Shanghai Golden Union Real Estate Management
Co., Ltd.
Lessee (Party B): Qianjin Network Information Technology
(Shanghai) Co., Ltd
Party A and Party B hereby enter into this Contract with respect to
the leasing by Party B of the commercial building premise that Party A may lease
legally after reaching an agreement through consultation on the basis of
equality, willingness, fairness and good faith, and in accordance with Contract
Law of the People's Republic of China and Rules on Leasing of Buildings in
Shanghai City (hereinafter referred to as the "Rules").
I. Details of the Building to be Leased:
1. The building premise to be leased to Party B by Party A is located
at the northwest wing of the twenty-seventh floor, 000 Xxxxxx Xx,
Xxxx'xx Xxxxxxxx, Xxxxxxxx. The as- measured floorage of such
building premise is 843.87 square meters, which premise, in
connection of usage, is a building premise used for office work,
and, in connection of type, is an office premise. The structure of
the premise is armored concrete. The layout of such premise is
attached to this Contract as Annex 1. Party A has presented to Party
B:
The Title Certificate of Building and Estate. Serial number of the
certificate: ____________.
2. As the title owner of such premise, Party A hereby enters into a
lease relationship with Party B. Prior to the execution of this
Contract, Party A has informed Party B that no mortgage has been
created on such premise.
3. Party A and Party B have set forth in Annex 2 and Annex 3,
respectively, the areas for public use or sharing, conditions and
requirements, conditions of existing decoration, auxiliary
facilities, and equipment, and the scope, standards and other
matters that need to be agreed on by the Parties with respect to the
decoration and addition of auxiliary equipment by Party B with the
permission of Party A. Party A and Party B agree that such Annexes
shall be used as the acceptance basis when Party A delivers the
premise to Party B and when Party B returns the premise to Party A
upon termination of this Contract.
II. Purpose of the Lease
1. Party B hereby covenants to Party A that such leased premise shall
be used as office space, and that it will comply with the state and
municipal regulations on the use of building premises and property
management.
2. Party B warrants that it will not use the premise for purposes other
than as set forth above without the written consent of Party B and
the approval by relevant authorities, if required.
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III. Date of Delivery and Term of the Lease
1. Party A and Party B have agreed that Party A shall deliver the
premise to Party B by April 1, 2005. The term of the lease shall
begin on April 1, 2005, ending on December 31, 2006.
2. Upon the expiry of the term of the lease, Party A shall have the
right to recall such premise, and Party B shall return the same on
time. Where Party B needs to renew the lease of such premise, Party
B shall deliver a written request to renew three months before the
expiry of the term of the lease, and, when agreed by Party A, enter
into a new lease contract with Party A.
IV. Rent, Payment Terms and Due Dates
1. Party A and Party B have agreed that, the rent per day per square
meter of the floorage of this premise shall be (RMB) 2.80. The
monthly rent shall be (RMB) 70,885 (RMB seventy thousand, eight
hundred and eighty five) in aggregate.
The rent of the premise shall remain unchanged for the term of the
lease (years/months).
2. Party B shall pay to Party A the rent by the fifteenth day of each
month. In the event of payment delay, Party B shall pay a breach
penalty of 0.3% of the daily rent for each day when such payment is
delayed.
3. The terms of payment by Party B are set forth as below: Party B
shall make rent payments to Party A before the fifteenth day of each
month.
V. Deposit and other Expenses
1. Party A and Party B have agreed that, Party B shall pay a deposit on
the lease of the premise, the amount of which shall equal 2 months'
rent, i.e., (RMB) 141,770.
Party A shall issue a receipt certificate to Party B upon the
receipt of such deposit.
Upon the termination of the lease relationship, Party A shall return
the balance of the deposit without interest to Party B after setting
off the expenses that shall be born by Party B as agreed in this
contract.
2. During the term of the lease, expenses related to water,
electricity, gas, communications, equipment and property management
expenses shall be born by Party B.
3. The calculation or allocation, payment terms and time for the above
expenses born by Party B are set forth below: Party B shall make
payments directly to Shanghai Wenhui Xinmin Property Management Co.,
Ltd. according to its rules.
VI. Requirements in Using the Premise and the Obligations to Repair
1. During the term of the lease, if Party B discovers any damage or
failure in the premise or its auxiliary facilities, Party B shall
notify Party A for repair on a timely basis. Party A shall conduct
the repair within three days after the receipt of such notice from
Party B. In the case of delay in repair, Party B may conduct the
repair on Party A's behalf with all expenses born by Party A.
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2. During the term of the lease, Party B shall properly use and protect
such premise and its auxiliary facilities. In the case of any damage
or failure in such premise or its auxiliary facilities due to
improper or unreasonable use by Party B, Party B shall be
responsible for the repair. If Party B refuses to repair, Party A
may repair on Party B's behalf, with all expenses born by Party B.
3. During the term of the lease, Party B warrants to keep such premise
and its auxiliary facilities under useable and safe conditions.
Party A shall give Party B a notice of three days if it wishes to
examine and conduct maintenance on the premise. Party B shall assist
in such examination and maintenance. Party A shall minimize the
effect on the use of the premise by Party B.
4. Other than as set forth in Annex 3 or this Contract, if Party B
needs additional decoration or auxiliary facilities and equipment,
Party B shall proceed only after it has obtained Party A's prior
written consent, and, in the event that an approval from relevant
authority is required, the approval from such authority after Party
A reports to such authority. The ownership and responsibilities of
maintenance of the auxiliary facilities and equipment added by Party
B shall be agreed by Party A and Party B in a separate written
document.
VII. Condition of the Premise when Returned
1. Unless Party A agrees to the renewal by Party B, Party B shall
return such premise within three days after the expiry of the term
of lease under this Contract. In the event of delay in returning the
premise without Party A's consent, for each day that such return is
delayed, Party B shall pay a fee of 4.30 yuan per square meter (RMB)
for using the premise during period that it occupies such premise.
2. The premise returned by Party B shall be under a condition after
ordinary use. When the premise is returned, it shall be inspected
and accepted by Party A, and the Parties shall settle with each
other payments of the expenses for their own account.
VIII. Sub-lease, Assignment and Exchange
1. Unless Party A has agreed that Party B may sub-lease in the
supplementary provisions of this Contract, during the term of the
lease, Party B may sub-lease any part or all of this premise to
other parties only with the prior written consent of Party A.
However, the same room for residence shall not be divided into
portions for sub-lease.
2. To sub-lease such premise, Party B shall enter into a written
sub-lease contract with the sub-lessee according to the regulations,
and shall file such sub-lease with the real estate trading center of
the district or county where the premise is located, or with the
registration and acceptance office for buildings and estate
established by the municipal building and estate bureau in the
farming system.
3. During the term of the lease, Party B shall obtain the prior written
consent of Party A if Party B is to assign the lease of such premise
to another party or exchange such premise with another premise
leased by another party. After such assignment or exchange, the
assignee of the lease obligations or the other party of the exchange
shall enter into an amendment contract to change the party to this
Contract and continue to perform this Contract.
4. During the term of the lease, Party A shall give Party B a notice of
three months if it needs to sell such premise. Party B shall have
the preemptive right under the same circumstances.
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IX. Conditions of Termination of this Contract
1. Party A and Party B have agreed that, upon the occurrence of any of
the following events, this Contract shall be terminated and none of
the Parties shall be held liable to the other:
(1) the land use right covered by such premise shall have been
recalled early by law;
(2) such premise shall have been expropriated for public interest;
(3) such premise shall have been included in the building
demolition permitted by law due to the requirements of urban
construction;
(4) such premise shall have been destroyed, disappeared or shall
have been verified as a dangerous building;
(5) the premise shall have been under disposal due to the mortgage
created prior to the lease of the premise, Party B has been
informed of which mortgage by Party A;
2. Party A and Party B have agreed that, either Party may terminate
this Contract by written notice to the other Party upon the
occurrence of any of the following events. The breaching Party shall
pay to the other Party a breach penalty of six times the monthly
rent, and in the event that such breach has caused losses to the
other Party, and the breach penalty paid is not sufficient to set
off such losses, a compensation shall be made in the amount of the
difference between the losses thus incurred and the amount of the
breach penalty.
(1) Party B shall have failed to deliver such premise on time, and
still haven't delivered within seven days after receipt of
notice from Party B;
(2) The premise delivered by Party A shall have been incompliant
with the agreements contained in this Contract, which shall
have led to the failure to use the premise for the original
purpose under the lease; or the premise delivered by Party A
shall have born defects that threaten the safety of Party B;
(3) Party B shall have altered the usage of the premise without
the written consent of Party A, which shall have caused
damages to the premise;
(4) Damages to the main structure of the premise due to Party B's
fault;
(5) Party B shall have, without permission, sub-leased such
premise, assigned the lease of the premise or exchanged each
other's leased premises with another party;
(6) Party B shall have failed to pay rent for two months
cumulatively;
(7) Party A and Party B shall have materially violated other terms
and conditions of the contract.
X. Liabilities of Breach of the Contract
1. In the event that the premise has defect when delivered, Party A
shall repair the premise within seven days after the delivery,
failing which, Party A agrees to decrease the rent or amend the
relevant provisions on the rent.
2. In the event that Party A fails to inform Party B of the fact that
such premise has been mortgaged or the transfer of the title of such
premise is subject to restriction prior to
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the lease, which results in losses sustained by Party B, Party A
shall indemnify Party B for such losses.
3. During the term of the lease, if Party A fails to perform its
obligations under this Contract to repair or maintain the premise on
a timely basis, which results in damages to the premise, property
loss sustained by Party B or personal injuries, Party A shall be
responsible for indemnification.
4. During the term of the lease, if Party A terminates this Contract
and recalls the premise early other than as provided in this
Contract, Party A shall pay to Party B a breach penalty in an amount
two times of the rent for the number of days that the premise is
recalled early. In the event that the breach penalty is not
sufficient to set off the losses sustained by Party B, Party A shall
also indemnify Party B of such losses.
5. If Party B decorates the premise or add auxiliary facilities without
the written consent of Party A or in addition to the scope consented
by Party A, Party A may demand Party B to restore the premise to its
original condition.
6. During the term of the lease, if Party B terminates the lease early
at its sole discretion other than as provided in this Contract,
Party B shall pay to Party A a breach penalty in an amount two times
of the rent for the number of days that the lease is terminated
early. In the event that the breach penalty is not sufficient to set
off the losses sustained by Party A, Party B shall indemnify Party A
of such losses. Party A may set off the losses from the deposit. In
the event that the deposit is not sufficient to set off the losses,
Party B shall make additional payment of the amount that falls
short.
XI. Miscellaneous
1. During the term of the lease, if Party A needs to mortgage such
premise, it shall notify Party B of such mortgage in writing, and
Party A warrants to Party B that it will consult Party A for its
intention to purchase such premise ____ days prior to disposition of
the premise by the parties to the mortgage by agreement through
discount and selling off.
2. This Contract shall become effective (upon signing by the Parties/
after signing by the Parties) with the company seals of the Parties
affixed hereto.
3. Issues not covered in this Contract may be agreed by the Parties in
supplementary provisions. The supplementary provisions and the
annexes of this Contract constitute an integral part of this
Contract. The handwriting filled in the blank in this Contract and
its supplementary provisions and annexes shall have the same force
and effect with the printed contents.
4. Party A and Party B fully understand their respective rights,
obligations and responsibilities at the time of execution of this
Contract, and are willing to perform this Contract in strict
accordance with its provisions. In case of breach of this Contract
by either Party, the other Party shall have the right to claim
compensation from the breaching Party.
5. Disputes arising in the course of performance of this Contract by
the Parties shall be settled through consultation, failing which,
the Parties are willing to choose the first alternative set forth
below:
(1) submission to Shanghai Arbitration Commission for arbitration;
(2) submission to the people's court for litigation according to
law.
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6. There are three counterparts of this Contract and its annexes. Party
A and Party B shall each hold a counterpart, while each party shall
keep back-up copy, all of which shall have the same force.
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Lessor (Party A) Lessee (Party B)
Shanghai Golden Union Real Estate Qianjin Network Information
Management Co., Ltd. Technology (Shanghai) Co., Ltd.
Nationality: Nationality:
Legal Representative: Legal Representative:
Registration Certificate N./ID No. Registration Certificate N./ID No.
Address: Address:
Post Code: Post Code:
Tel: Tel:
Authorized Agent: Authorized Agent:
Signature and Seal: Signature and Seal:
Date: February 21, 2005 Date: February 21, 2005
Place: Shanghai Place: Shanghai
Name of the Brokerage Entity:
Name of the Broker:
Qualification Certificate Number of the Broker:
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SUPPLEMENTARY PROVISIONS TO THE LEASE CONTRACT
Party A and Party B hereby make the following supplementary provisions
according to Article 11-3 of this Contract in connection with the issues not
covered in this Contract. In the event of conflict between this Contract and the
supplementary provisions, these supplementary provisions shall prevail.
Supplementary Provision 1
The term of the lease of this premise shall begin on April 1, 2005, ending
on December 31, 2006, in which 30 days shall be the decoration period exempted
from the rent. Party B is not required to pay the rent, provided however, Party
B shall pay for property management fee, management fee on decoration,
decoration deposit and miscellaneous expenses such as water, electricity and
communication.
Supplementary Provision 2
1. If this Contract is terminated or dissolved for any reason prior to
the expiry of the term of the lease, unless previously consented by
Party A in writing, Party B shall restore the premise to its
original condition (expect normal wear and tear) before returning
the premise to Party A with the restoration expenses born by Party
B.
2. If Party A agrees that Party B may return the premise without
restoring it to its original condition, Party A shall not be
obligated to pay any consideration for taking over the decoration,
facilities and items left by Party B.
3. If Party B refuses to restore the premise to its original condition
without the consent of Party A, Party A shall have the right to
restore such premise to its original conditions without informing
Party B. All decoration, facilities, equipment and items left by
Party B in the premise, regardless of the value thereof, shall
become Party A's belongs without costs, which may be dispose of at
Party A's sole discretion. Party B shall not have the right to
request Party A to set off Party B's payables with or to otherwise
pay any consideration for the left-over decoration, facilities,
equipment and items. Costs of demolition, removal and disposal of
the above decoration, facilities, equipment and items by Party A
shall be born by Party B.
Supplementary Provision 3
Upon the expiry of the term of the Lease or the termination or
cancellation of this Contract for any reason, if Party B continues to occupy
such premise without the consent of Party A, Party A shall have the right to
charge Party B a fee for use and occupation of the premise in accordance with
the provisions of Article VII of this Contract, and shall have the right to
recover from Party B such losses it incurred as a result of Party B's failure to
evacuate in time. Party A's claim of such remedy for breach shall not be deemed
as Party A's consent to Party B's continued occupation of such premise.
Supplementary Provision 4
During the term of the lease, Party B shall bear the payment of
property management fee and other miscellaneous expenses such as water,
electricity and communications. Party B shall pay various fees on time according
to the regulations of the Property Management Company of Wenxin Newspaper Plaza.
Party B shall be solely liable for all consequences of its late payment of
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such fees. In the event that Party A is jointly held liable for such
consequences, Party B shall bear all losses thus caused to Party A.
Supplementary Provision 5
1. According to the provisions of Article 5-1, Party A shall have the
right to deduct and set off any rent, management fee and other fees
payable but unpaid by Party B, or losses caused to Party A as a
result of Party B's breach of Contract. Party A shall have the right
to recover the amount short from Party B. When the deposit
decreases, Party B shall promptly replenish the deposit within 7
days after receipt of Party A's notice, failing which, Party A shall
have the right to deem it as one of the material breach events by
Party B, and hold Party B liable for such breach according to the
provisions of Article 9-2(7).
2. Upon the expiry of the term of the lease, if there is no default by
Party B as contemplated in this Contract, Party A shall return the
deposit to Party B within 14 days after Party B returns and Party A
conducts the acceptance examination on the premise, and after Party
B settles the payment of all rent, property management fee, fees for
water, electricity, coal, communications during the term of the
lease. There is no interest on the deposits returned to Party B.
Supplementary Provision 6
Party B shall itself purchase property insurance for all the
properties that belong to it in the premise, and insurance for risk of theft
and/or pilferage and risk of public liability. Party A shall not be responsible
for any economic loss and risks of Party B in such premise.
Supplementary Provision 7
1. Party A shall have the right to take clients to visit the premise
during the last three months prior to the expiry of the Contract
with reasonable advance notice and with the consent of Party B,
provided however, Party A shall use its best efforts to minimize the
effect on Party B.
2. Party A or the Property Management Company shall have the right to
enter into the premise to rescue in case of emergency (e.g. fire,
water pipe explosion).
Supplementary Provision 8
Supplement to Article VI
1. Party B agrees to be responsible for the maintenance and care of the
interior of the premise during the term of the lease, and to keep
such premise under good conditions, except for normal wear and tear.
Any damage to the premise caused by the willful act or misconduct of
Party B or its visitors shall be restored within reasonable time by
a repair service provider retained by Party B, which repair service
provider shall meet the requirements of the Property Management
Company and have relevant professional qualification. If the damage
is not restored within reasonable time, Party A may instead conduct
the repair, while Party B shall reimburse Party A for all costs and
expenses incurred for such repair.
2. Party B shall actively assist and cooperate with Party A in Party
A's maintenance of the premise and its auxiliary facilities.
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3. Upon the expiry of the term of the lease, or the termination or
cancellation of this Contract for any reason, Party B shall not
damage the structure of the premise when removing the facilities or
equipment it added to the premise. Party B shall not undertake the
formalities of terminating the lease until Party A has inspected and
accepted the premise.
4. In the event of damage to the premise or losses caused to Party B
due to force majeure, the Parties shall not be held liable for each
other.
Supplementary Provision 9
Supplement to Article 9-2
In the event where Party A has the right to terminate the Contract
as provided in the Contract, the Contract shall be automatically terminated upon
the delivery of a written notice of termination or cancellation of the Contract
to the premise by Party A. Party B shall promptly return the premise to Party A.
Supplementary Provision 10
Party B shall comply with the Property Management Code of Wenxin
Newspaper Plaza and other property management regulations during the term of the
lease. Party B shall be liable for the damages to any part of the plaza,
facilities or persons caused by Party B, its employees or visitors.
Supplementary Provision 11
All notices and vouchers issued according to this Contract and in
connection with the performance of this Contract shall be made in writing and
sent to the following address via facsimile or registered mail:
Party A: Shanghai Golden Union Real Estate Management Co., Ltd.
Address: 0xx Xxxxx, Xxxx Xx Xxxxx, Xx. 000 Xxxxxxxxx Xx
Fax: 000-0000 0000
Party B: Qianjin Network Information Technology (Shanghai) Co., Ltd
Address: 21st Floor, Wenxin Xxxxxxxxx Xxxxx, Xx. 000 Xxxxxx Xx,
Xxxxxxxx
Fax: 000-0000 0000
The communication shall be deemed to have been effectively received
upon the transmission if transmitted via facsimile, and three days after the
delivery if delivered by registered mail. Any Party shall inform the other Party
through registered mail of any change of its fax number or address and shall be
responsible itself for all losses caused by its negligence in making the
notification.
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Lessor (Party A) Lessee (Party B)
Shanghai Golden Union Real Estate Management Co., Ltd.
February 21, 2005
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