Exhibit 10.4 Lease for Shanghai Intech Electro Mechanical Products LLC physical
facility
Contract for House Leasing and Pre-Leasing in Shanghai
(Contract No__)
UNDER LEASING:
Parties of the Contract:
Lessor (Party A):
Lessee (Party B): Shanghai Intech Electro-Mechanical Products Co., Ltd.
UNDER PRE-LEASING
Pre-Lessor (Party A):
Pre-Lessee (Party B):
In accordance with the provisions of the Law of Contract of the People's
Republic of China and the Rules on House Leasing in Shanghai (hereinafter
referred to as "the Regulations"), Party A and Party B reach agreement on the
leasing/pre-leasing by Party B of the commodity house from Party A and sign the
contract on the basis of equality, volunteering, fairness and honesty. 1.
Situation of the House for Leasing or Pre-Leasing
1.1 The house to be leased by Party B from Party A is situated at Xxxx 000
and 604, Xx. 00, Xxxx 0000, Xxxxxxxxx xxxx, Xxxxx xxxxxxxx of Shanghai
(hereinafter referred to as "the House"), with a actually measured building
space of 463.61 square meters, for the purpose of office, in the form of office
building and a structure of steel and concrete. For the details of the plane
drawing of the house, see Appendix One of the contract. Party A has shown the
following to Party B:
1) The Property Certificate No.:
2) Advanced Sales License No___
1.2 As the owner of the house, Party A has established a leasing relation
with Party B. Before signing the contract, Party A has informed Party B that the
house has not been placed in pledge.
1.3 The use scope of the public space of the house, conditions and
requirement; the existing decoration, affiliated facilities, equipment
conditions as well as the contents, standard of the decoration, additional
facilities of Party B and other matters necessary for being agreed upon shall be
specified in Appendix 2 and Appendix 3 of the contract respectively. Both
parties agree that the Appendixes are the basis for the delivery of the house
from Party A to Party B and for the return of the house from Party B to Party A
upon the expiry of the contract. 2. Leasing Purpose
2.1 Party B undertakes to Party A that the leased house is for the purpose
of office and Party B shall abide by the state and municipal regulations on the
house use and real estate management.
2.2 Party B undertakes that Party B shall not change the
above-mentioned purpose within the leasing term, unless the prior written
approval is obtained from Party A and after being examined and approved by the
authorities concerned in accordance with relevant regulations.
3. Delivery Date and Leasing Term
3.1 Both parties agree that Party A shall deliver the house to Party B
before June 1, 2001 and the leasing term shall be from June 1, 2001 to May 31,
2004. The leasing term shall start from the date of signing the delivery letter
and end on __/FONT>
3.2 Upon the expiry of the leasing term, Party A shall be entitled
to recover the house and Party B shall return the house in a timely manner.
Should Party B need to renew the leasing, Party B shall submit the written
requirement 2 months before the expiry of the leasing term and renew the
contract after being approved by Party A.
4. Rental, Payment and Term
4.1 Both parties agree that the daily rental of each square meter of the
building space is RMB1.60, with a monthly total of RMB22,253.30. Both parties
shall calculate and finalize rental based on the building space actually
measured in the delivery and use manual of the commodity house. The rental rate
of the house shall remain to be unchanged in 3 years. From __, the parties may
make adjustment to the rental rate through negotiations. Relevant matters of
adjustment shall be agreed upon by both parties in the supplementary provisions.
4.2 Party B shall pay the rental to Party A before the __date of each
month. Should any delay of payment occur, Party B shall pay a penalty of .. % of
the daily rental for each delayed day.
4.3 Party B shall pay the rental in the following manner: Party B is to
pay the rental every 2 months (i.e. to pay the rental of 2 months before the 5th
date of the first month) and payment shall be effected before the use. Should
any delay of payment occur, Party B shall pay a penalty of 0.04% of the delayed
payment. 5. Deposit and Other Costs 5.1 Both parties agree that upon the
delivery of the house by Party A, Party B shall pay a deposit to Party A
thereon, which is the rental of one month, i.e. RMB22,253.30. After receiving
the deposit, Party A shall issue the voucher to confirm the payment from Party
B. Upon the termination of the leasing, Party A shall deduct the costs due to be
paid by Party B in accordance with provisions of the contract from the deposit
and return the rest to Party B without any interest.
5.2 During the leasing term, all the costs of water, electricity,
gas, telecommunication etc. shall be borne by Party B and other costs shall be
borne by Party A.
5.3 Party B shall bear the above-mentioned costs, with the way, term
and time of payment as follows. 1) Water: Charges to be collected at the prices
of the running water company in accordance with the numbers shown on the meter
of the user. 2) Electricity: Charges to be collected at the rate of RMB1.10/KWh
as specified by the Yanxing Mansion Management Office of Shanghai Jinhui Real
Estate Co., Ltd. The charges of each month shall be paid to Yanxing Mansion
Management Office before the 5th date of the next month. 3) The charges of gas
and telecommunication shall be directly paid by Party B to relevant gas company
and telecommunication company.
6. House-Use Requirement and Maintenance Responsibility
6.1 Should Party B find that the house or its affiliated facilities are
damaged during the term of leasing, Party B shall notify Party A to repair.
Party A shall carry out repairing within 2 days after receiving the notice from
Party B. Should Party A fail to carry out repairing within 2 days, Party B may
carry out the repairing, with relevant costs being borne by Party A.
6.2 Party B shall use and protect the house and its affiliated facilities
in a reasonable manner. Party B shall be responsible for repairing the damages
or problems which arise out of the reasons of inappropriate or unreasonable use.
Should Party B refuse to repair, Party A may repair the damage or problem, with
relevant costs being borne by Party B.
6.3 During the term of leasing, Party A shall ensure that the house and
its affiliated facilities are in usable and safe conditions. When the house
needs to be inspected and maintained, Party A shall inform Party B two days in
advance. During the inspection and maintenance, Party B shall supply assistance.
Party A shall do its best to reduce the influence of the inspection and
maintenance for Party B to use the house.
6.4 Except Appendix Three of the contract, should Party B need to decorate
or add the affiliated facilities or equipment, relevant written approval needs
to be obtained from Party A in advance. Should the case need to be examined and
approved by the authorities concerned, the case shall need to be submitted by
Party B under the authorization of Party A to the authorities concerned for
approval in advance. The ownership of the affiliated facilities and equipment
added up by Party B shall be agreed upon by both parties in writing. 7.
Conditions of the House When Being Returned
7.1 Unless Party A agrees that Party B is to renew the leasing, Party B
shall return the house within 2 days upon the expiry as specified in the
contract. Should Party B delay in returning the house without being approved by
Party A, Party B shall pay a fee of RMB3.20/square meter for each day delayed.
7.2 The house returned by Party B shall be in normal conditions,
which shall be inspected and confirmed by Party A when returning, and relevant
costs shall be borne by each party in accordance with the agreement.
8. Re-leasing, Assignment and Exchange
8.1 Unless Party A agrees by the supplementary terms of the contract that
Party B is allowed to re-lease the house, Party B shall not re-lease the house
partially or wholly to any other third party within the term of leasing without
being approved by Party A in writing. No re-leasing shall be transacted in the
case of a same room.
8.2 When Party B re-leases the house, relevant re-leasing contract with
the lessee under the re-leasing shall be signed in writing in accordance with
relevant regulations and relevant records shall be filed with the real estate
trade center or farm of the district and county where the house is situated.
8.3 Should Party B assign the house for others to rent, or exchange the
house with the house of other lessee, relevant written approval shall need to be
obtained from Party A in advance. After the assignment or exchange, the receiver
of the leasing right of the house shall sign the alteration contract with Party
A thereon, and continue to execute the contract.
8.4 Should Party A need to sell the house within the term of
leasing, Party A shall inform Party B 3 month in advance. Party B shall have the
priority to purchase the house under the same conditions.
9. Conditions for Cancellation of the Contract
9.1 Should any of the following cases emerge, the contract shall be
terminated and neither party shall be liable thereon:
(1) The right to use the land within the scope of the house is
withdrawn ahead of time in accordance with the provisions of laws;
(2) The house is commandeered out of the reasons of the public
benefit;
(3) The house is put in the list of dismantling because of urban
reconstruction in accordance with relevant laws;
(4) The house is destroyed or identified as a dangerous house;
(5) The house is executed for pledge, which has been informed by
Party A to Party B before leasing;
(6) ______________________________
9.2 Both parties agree that in case one of the following cases emerges,
either party may inform the other party to terminate the contract. The party in
breach of the contract shall pay a penalty equivalent to 2 times of the monthly
rental to the other party. Should losses have been made to the other party and
should the deposit be not enough to cover the losses, the party in breach shall
compensate the balance:
(1) Should Party A fail to deliver the house after being urged by
Party B within 30 days;
(2) Should the house delivered by Party A be not in line with the
agreement as specified in the contract, which leads to failure of the
realization of the leasing aim; or should the house delivered by Party A be
defective, endangering Party B;
(3) Should Party B change the purpose of using the house without being
approved by Party A in writing, which leads to damages to the house;
(4) Should the body structure of the house be damaged out of the
reasons of Party B;
(5) Should Party B re-lease or assign the house or exchange the house with
any third party without being approved by Party A;
(6) Should Party B fail to pay the rental for an accumulated time of
over 2 month;
(7) ___________________________________
10. Responsibilities in Case of Breach
10.1 Should the house be defective at the time of delivery, Party A shall
repair within 15 days from the date of delivery. Should Party A fail to repair
within 15 days, Party A agrees to reduce the rental and change relevant leasing
terms.
10.2 Should losses occur to Party B because Party A fails to inform Party
B that the house has been pledged or the property right has been restricted,
Party A shall be liable for the losses.
10.3 Should Party A fail to implement its duties of maintenance and
repairing in a timely manner during the term of leasing, which leads to the
damage to the house or property losses or human injury of Party B, Party A shall
be liable for relevant compensation.
10.4 Should Party A cancel the contract and recover the house ahead of
time during the term of leasing out of the reasons beyond the provisions of the
contract, Party A shall pay a penalty equivalent to 2 times of the rental for
the days of the recovery ahead of time. Should the deposit be not enough to
offset the losses of Party B, Party A shall be liable for compensating the
balance.
10.5 Should Party B decorate the house or add the affiliated facilities
without being approved by Party A in writing or exceeding the scope of the
written approval of Party A, Party A may require Party B to recover the original
status of the house and compensate for relevant losses.
10.6 Should Party B cancel the contract ahead of time during the term
of leasing, Party B shall pay a penalty equivalent to 2 times of the rental for
the days of the recovery ahead of time. Should the breach penalty be not enough
to offset the losses of Party A, Party A shall be entitled to deduct the amount
from the deposit. Should the deposit be not enough to offset the losses of Party
A, Party B shall be liable for compensating the balance.
11. Miscellaneous
11.1 Should Party A need to pledge the house during the term of leasing,
Party A shall inform Party B the same in writing and undertakes to Party B that
relevant parties shall ask for opinions of Party B on the purchase of the house
60 days before handling the house by way of agreement of discounting and selling
after the pledge.
11.2 The contract comes into effect after being signed by both parties.
Within 15 days after the contract comes into effect, Party A shall be
responsible for handling the filing with the real estate trade center or farm of
the district and county where the house is situated and obtaining the filing
certificate for house leasing. Should the contract need to be altered or
terminated after the contract is filed, Party A shall be responsible for
handling the formalities of alternation and termination with the original
registration department within 15 days from the date of alteration and
termination of the contract. Party A shall be liable for all legal disputes
arising from the reasons that Party A fails to handle the registration and
filing for the house leasing or for the alteration and termination.
11.3 Both parties may sign the supplementary terms to the contract through
negotiations for other relevant matters. The supplementary terms and appendix
are the integral parts of the contract. The written and printed words filled in
the blanks of the contract as well as the supplementary terms and appendix are
equally authentic.
11.4 Both parties clearly understand their respective rights, duties and
obligations when signing this contract and are willing to strictly abide by the
contract provisions. Should any party be in breach of the contract, the other
party shall be entitled to lodge claims in accordance with provisions of the
contract.
11.5 Any disputes emerging between the parties during the term of the
contract shall be settled through negotiations, failing which both parties agree
to settle the disputes through the following approach:
(1) to be submitted for arbitration by Shanghai Arbitration
Commission;
11.6 The contract and the appendixes are prepared in quadruplicate. Each
party keeps one copy. The real estate trade center of Putuo District of Shanghai
or farm keeps one copy and Yanxing Mansion Real Estate Management Office keeps
one copy. All copies are equally authentic.
Lessor (Party A): Shanghai Jinghui Industrial RealEstate Development Company
By: /S/ XXXX XXXX XXXX
Xxxx Xxxx Xxxx, Legal Representative
Date: April 24, 2001
Lessee (Party B): Shanghai Intech Electro-MechanicalProducts Co., Ltd
By: /S/ XXXXX XXXX
Xxxxx Xxxx, Legal Representative
Date: April 24, 2001
