Exhibit 4.4
BUILDING LEASE
SHANGHAI CITY CONTRACT
COMMERCIAL BUILDING ADVANCE LEASING
(CONTRACT NO:JJSW03023)
Parties to this Contract:
Lessor (Party A): Shanghai Wailao Property Management Service
Co., Ltd.
Lessee (Party B): Shanghai Qianjin Culture Communication Co.,
Ltd
Party A and Party B hereby enter into this Contract with respect to
the leasing by Party B of the 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 west wing of the seventh floor, 000 Xxxxxx Xx, Xxxx'xx
Xxxxxxxx, Xxxxxxxx. The as- measured floorage of such building
premise is 2609.81 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 a frame-tube structure. 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 (2003) No. 004457.
2. As the trustee 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
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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.
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 December 1, 2003. The term of the lease shall
begin on December 1, 2003, 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 six 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) 2.0. The
monthly rent shall be (RMB) 158,763.44 (RMB one hundred and fifty
eight thousand, seven hundred and sixty three point forty four) in
aggregate.
The rent of the premise shall remain unchanged for a period of three
(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 0.2% 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: Payments
shall be made with check or via wire transfer.
V. Deposit and other Expenses
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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) 317,526.88.
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, property management,
and parking expenses shall be born by Party B. Other relevant
expenses shall be born by Party A.
3. The calculation or allocation, payment terms and time for the above
expenses born by Party B are set forth below: Deposit shall be paid
to Party A within 3 day after the execution of this Contract, while
other expenses shall be paid to Wenhui Xinmin Property Management
Co., Ltd. on a monthly basis according 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.
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 with Party B acting on its behalf reports to such authority. The
ownership and responsibilities of maintenance of the auxiliary
facilities and
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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 renew by Party B, Party B shall return
such premise within seven 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 4.0 yuan / 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.
IX. Conditions of Termination of this Contract
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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;
(6) the premise shall have been damaged and become useable due to
a force majeure.
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 two 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 ten 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 2 months
cumulatively;
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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 ten 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
2 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 indemnify Party A of
losses.
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 2 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.
2. This Contract shall become effective (upon signing by the Parties/
after signing by the Parties). Within 15 day after this Contract
comes into effect, Party A shall be responsible for completing
registration and filing formalities 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
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established by the municipal building and estate bureau in the
farming system and obtaining the filing certificate of building
lease. After the registration and filing of this Contract, in the
event of amendment or termination of this Contract, (Party A/Party
B) shall complete the registration and filing formalities of such
amendment and termination with the original registration authority
within 15 days after such amendment or termination. Party A shall be
responsible for all legal disputes resulting from the failure of
Party A to complete the registration and filing formalities of the
building lease, the amendment hereto or the termination hereof.
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 second alternative set forth
below:
(1) submission to ______ Arbitration Commission for arbitration;
(2) submission to the people's court for litigation according to
law.
6. There are four counterparts of this Contract and its annexes. Party
A and Party B shall each hold two counterparts, all of which shall
have the same force.
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Lessor (Party A) Lessee (Party B)
Shanghai Wailao Property Management Shanghai Qianjin Culture Communication
Service Co., Ltd. Co., Ltd.
Nationality: Nationality:
Legal Representative: Xxxx, Xxxxxx Legal Representative:
Registration Certificate N./ID No. Registration Certificate N./ID Xx.
Xxxxxxx: Xx 00, Xxxxxx X, Xxxxxxxx. Address: Xx. 000, Xxxxxx Xx.
Post Code: 200041 Post Code: 200041
Tel: 00000000 Tel: 00000000
Authorized Agent: Authorized Agent: Xxxxx Xxx
Signature and Seal: Signature and Seal:
Date: November 21, 2003 Date: November 21, 2003
Place: Place:
Name of the Brokerage Entity:
Name of the Broker:
Qualification Certificate Number of the Broker:
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SUPPLEMENTARY PROVISIONS
Party A and Party B hereby make the following supplementary provisions in
connection with the issues not covered in this Contract. The contents of this
Contract and its supplementary provisions shall have the same legal effect. In
the event of conflict between this Contract and the supplementary provisions,
these supplementary provisions shall prevail.
1. Property Management and the Fees Thereof During the Term of the
Lease
(1) The property management of the building shall be the
responsibility of Shanghai Wenhui Xinmin Property Management
Co., Ltd. (hereinafter referred to as the Property Company).
(2) During the term of the Lease, Party B shall comply with the
property management rules of the Property Company, and shall
affix its seal to the property management contract to assume
the relevant responsibilities.
(3) Party B shall, in addition to payment of rent on a monthly
basis to Party A, pay a property management fee to the
Property Company. The property management fee shall be charged
at 1.00 yuan/m(2)/day. The property management fee includes
fees for water, electricity and 12 hours' use of air condition
for normal office work. Party B shall pay for the over time
use of air condition according to the rules of the Property
Company.
(4) In the event of adjustment of property management fee during
the term of the lease, Party B shall pay the fee according to
the adjusted rate.
(5) If Party B wishes to add a separate generator room to increase
the electricity for use beyond its normal office work, the
expenses of installation of such additional generator room to
increase electricity for use as well as such portion of the
daily electricity consumption shall be paid for by Party B.
2. Delivery of the Premise and Decoration
(1) Party A shall deliver the premise to Party B with rough
flooring in conditions as in the existing north wing of the
seventh floor.
(2) Party B will decorate the existing premise prior to the use of
the premise. Party A grants Party B a decoration period of 2
month with rent exemption, which shall begin on December 1,
2003, ending on January 21, 2004. During such period, Party B
shall still pay the property management fee. Party B shall
have the right to move in early upon the completion of the
decoration.
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(3) Party A shall provide Party B with the layout drawing of the
premise, and shall assist Party B in completing the move-in
formalities and approval formalities of the decoration.
(4) Party B shall not commence the decoration until the decoration
plan has been examined and approved by Party A and the
Property Company, as well as by the Fire Protection Bureau of
Jinan District. The move-in shall be subject to the inspection
and acceptance by the above parties upon the completion of the
decoration. Party B shall provide Party A with the as-built
drawing upon the completion of the decoration.
(5) After the decoration by Party B, the title of the fixed
facilities and equipment attached to the building shall rest
with Party A after the expiry of the term of the lease. During
the term of the lease, Party B shall be responsible for the
maintenance of the above facilities and equipment.
(6) Party A agrees to commission the inspection and repair of the
discharge system of the condensed water tray for the air
condition and the ceiling infiltration covered by the lease of
Party B to the Property Company, to ensure that no leakage in
the ceiling will occur in the air conditioning system when it
is used next summer. The expenses of the inspection and repair
shall be born by Party A, which inspection and repair shall be
conducted at the same time with the decoration. Restoration
and paining of the ceiling shall be completed by Party B
during the decoration.
(7) Party A, Party B and Orient International Commercial (Group)
Co., Ltd. shall jointly discuss with the Property Company the
vertical removal plan to ensure the convenience and efficiency
of the construction and to minimize the effect to the parties.
Party B shall have the obligation to cause the construction
company to conduct the construction in the manner to minimize
the effect on the normal office work in the building. Party B
shall bear losses caused by the construction.
3. Communication Expenses
(1) Party A agrees to pay for expenses in connection with
connection of optical wires and use of bridge frame, totaling
RMB 61,000. All expenses other than the above with respect to
the connection fee, installation fee and equipment expenses
for communication lines shall be born by Party B.
(2) Party B shall pay the fee of daily use of the communication
lines on a monthly basis to the Property Company.
4. Parking Spaces
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(1) During the term of the lease, Party A agrees to provide four
parking spaces to Party B in basement 1 with no costs,
numbered 152, 153, 154, and 155. Party A shall assist Party B
to obtain parking certificates, with the property management
fees for the parking spaces born by Party B.
(2) Party B shall comply with the parking rules of the Property
Company. Party A shall be liable for compensation for damages
to the parking facilities or other vehicles due to Party B's
fault.
5. Renew, Return of the Premise and the Deposit Upon Expiry of the Term
of the Lease
(1) If Party B wishes to renew the lease upon the expiry of the
term of the lease, it shall submit a written request to Party
A six months prior to the expiry. Party B shall have the
preemptive right to renew the lease under the same
circumstances. If Party B does not renew the lease, it shall
cooperate with party A in Party A's efforts to let.
(2) Party B may return the premise to party A without restoring it
to the original conditions prior to the decoration, provided
however, Party B shall return the premise in complete and good
condition without damages as it is after the decoration and
when used by Party B, and shall maintain the property in an
orderly and clean manner.
(3) After the expiry of the term of the lease, the balance of the
deposit received by Party A shall be returned to Party B with
no interest within 30 days after the premised has been
inspected and recalled by Party A and after the expenses born
by Party B as agreed in this Contract have been set off from
the deposit.
6. Miscellaneous
(1) This Contract shall become effective when signed by the
Parties and with the company seals of the Parties affixed
hereto. Article 11-2 is hereby invalidated.
(2) All expenses of personal injuries or property damages caused
not as a result of Party A's fault, or by any third person
entering into the premise without Party A's permit shall be
born by Party B, except those expenses to be born by the party
involved as required by laws and regulations, and Party A
shall not be liable for such expenses.
(3) Party B shall keep the favorable rent and conditions granted
by Party A confidential without disclosure to any third party.
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ANNEX 1
LAYOUT OF THE PREMISE
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ANNEX 2
THE SCOPE, CONDITIONS AND REQUIREMENTS FOR
USE OF THE PORTION OF THE PREMISE UNDER THIS CONTRACT
The area shown in the layout drawing of this Contract may be decorated by
Party B as needed before its use. The decoration plan shall be examined and
approved by Party A and the Property Company.
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ANNEX 3
AGREEMENTS ON THE CONDITIONS OF THE CURRENT DECORATION, AUXILIARY FACILITIES AND
EQUIPMENT, AND PARTY A'S CONSENT ON DECORATION OF THE PREMISE AND ADDITION OF
AUXILIARY FACILITIES AND EQUIPMENT BY PARTY B
1. Air conditions, lighting and ceiling have all been decorated and
completed.
2. Re-decoration shall comply with the safety requirements of fire
protection.
3. Users of the floor shall all have the right to share the use of
existing public facilities of the floor.
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BUILDING LEASE
SHANGHAI CITY CONTRACT
COMMERCIAL BUILDING ADVANCE LEASING
(CONTRACT NO: )
Parties to this Contract:
Lessor (Party A): Shanghai Xiesheng Industry Co., Ltd.
[Lease]
Lessee (Party B): Shanghai Qianjin Culture Communication 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 or Leased in Advance:
1. The building premise to be leased to Party B by Party A is located
at twenty-first 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 general purpose, and, in connection of type, is an office
premise. The structure of the premise is constituted with structured
shear walls. The layout of such premise is attached to this Contract
as Annex 1. Party A has presented to Party B:
The serial number of the Title Certificate of Building and Estate:
(2002) No. 009869.
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.
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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.
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 January 1, 2004. The term of the lease shall
begin on January 1, 2004, 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) 2.2. The
monthly rent shall be (RMB) 108,062 (RMB one hundred and eight
thousand, sixty two) in aggregate.
The rent of the premise shall remain unchanged for a period of three
(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 0.1% 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: The rent
shall be paid on a monthly basis, and a sum equal to two months'
rent shall be paid as deposit. Upon the expiry of the term of this
contract, such deposit shall be returned to Party B within 10
business days without interest after the inspection and acceptance
of the premise by Party A, less various expenses owed by Party B
(including late payment penalty and breach penalty). Payments shall
be made in RMB with check, or in cash, or with credit note, all of
which are acceptable.
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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) 216,124.
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, property management,
and other expenses shall be born by Party B. Other relevant expenses
shall be born by Party B.
3. The calculation or allocation, payment terms and time for the above
expenses born by Party B (Party A/ Party B) are set forth below:
Property management fee shall be paid to property management company
in the amount incurred by the fifteenth day of each month. Payments
shall be made in RMB with check, or in cash, or with credit note,
all of which are acceptable.
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 seven 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
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approval from relevant authority is required, the approval from such
authority after Party A with Party B acting on its behalf reports to
such authority.
VII. Condition of the Premise when Returned
1. Unless Party A agrees to the renew by Party B, Party B shall return
such premise within seven 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 4.4 yuan / 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.
IX. Conditions of Termination of this Contract
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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;
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 ___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 ____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 2 months
cumulatively;
(7) Party B shall have failed to pay property management fee for 2
months cumulatively;
X. Liabilities of Breach of the Contract
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1. In the event that the premise has defect when delivered, Party A
shall repair the premise within _____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
2 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 indemnify Party A of
losses.
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 2 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 fifteen 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) when signed by the Parties and with
the company seals of the Parties affixed hereto. Within 15 day after
this Contract comes into effect, Party A shall be responsible for
completing registration and filing formalities with the real estate
trading center of the district or county where the premise is
located, or with the registration and acceptance office for
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buildings and estate established by the municipal building and
estate bureau in the farming system and obtaining the filing
certificate of building lease. After the registration and filing of
this Contract, in the event of amendment or termination of this
Contract, Party A (Party A/Party B) shall complete the registration
and filing formalities of such amendment and termination with the
original registration authority within 15 days after such amendment
or termination. Party A shall be responsible for all legal disputes
resulting from the failure of Party A to complete the registration
and filing formalities of the building lease, the amendment hereto
or the termination hereof.
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 ____th 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 two counterparts of this Contract and its annexes. Party A
and Party B shall each hold a counterpart, (Shanghai City /
______District/County) real estate trading center the registration
and acceptance office for buildings and estate established by the
municipal building and estate bureau in the farming system shall
keep one copy, while ________shall keep one copy each, all of which
shall have the same force.
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Lessor (Party A) Lessee (Party B)
Shanghai Xiesheng Industry Co., Ltd. Shanghai Qianjin Culture Communication
Co., Ltd.
Nationality: Nationality:
Legal Representative: Legal Representative:
Registration Certificate N./ID No. Registration Certificate N./ID No.
Address: Xxxx. 0, Xx.000, Xxxxxxxxxx Xx. Address:
Post Code: 200082 Post Code:
Tel: 00000000 Tel:
Authorized Agent: Authorized Agent:
Signature and Seal: Signature and Seal:
Date: June 3, 2003 Date:
Place: Place:
Name of the Brokerage Entity:
Name of the Broker:
Qualification Certificate Number of the Broker:
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SUPPLEMENTARY CONTRACT IN CONNECTION WITH THE LEASE FOR PREMISE ON
THE 21ST FLOOR
Party A: Shanghai Xiesheng Industry Co., Ltd.
Party B: Shanghai Qianjin Culture Communication Co., Ltd.
Party A and Party B entered into a Building Premise Lease Contract on June 3,
2003 for the premise on the 21st floor of "Wenxin Newspaper Plaza". The Parties
agreed on the rent as set forth below:
1. The rent for the period from January 1, 2004 to December 31, 2004
shall be RMB 2.2/day/m(2);
2. The rent for the period from January 1, 2005 to December 31, 2005
shall be RMB 2.31/day/m(2);
3. The rent for the period from January 1, 2006 to December 31, 2006
shall be RMB 2.42/day/m(2);
This Supplementary Contract shall have the same legal effect as the Shanghai
Building Premise Lease Contract entered into by the Parties.
There are two counterparts of this Supplementary Contract, with Party A and
Party B holding one counterpart each.
Party A: Shanghai Xiesheng Industry Party B: Shanghai Qianjin Culture
Co., Ltd. Communication Co., Ltd.
Seal: Seal:
Authorized Agent: Authorized Agent: Xxxxx Xxx
Date: June 12, 2003
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