TENANCY AGREEMENT
EXHIBIT
10.4
Landlord
(Party A): Lai Man Xxx
Address:
Postal.
code:
Business/Identity
Card No.: P 4626 44 (7)
Agent:
Address:
Postal
code:
Tenant
(Party B): Expert Network (Shenzhen) Company, Limited
Address:
Postal
code:
Business/Identity
Card No.: 307181 Agent:
Address:
Postal
code:
This
Tenancy Agreement is made pursuant to the Contract Law of the PRC, City real
Estate’ Management Law of the PRC, The Shenzhen Special Economic Zone Tenancy
Ordinance and the rules of their enforcement and upon the negotiation between
the parties.
Clause
1
Party
A
agrees to rent to Party B, and Party B agrees to rent from Party A the premises
located at 31St F Development
Center Building Renminnan Road, Shenzhen City,
(hereinafter called “the premises”). The total area of the premises is
1763.02m2
and has
in total 38
floors.
Owner
of
right to rent out the premise: Lai Man Xxx; Owner of Land Interest Licensee
or
other valid title document and number: 2000
193471;
the
purpose of uses of the premises: Office.
Clause
2
The
rental payment of the premises is calculated as ¥
52
(RMB
Fifty Two Dollars) per square meter per month, and the total monthly rental
payments is ¥91,677.00
(RMB
Ninety one thousand six hundred and seventy seven).
Clause
3
Party
B
shall pay to Party A the sum of ¥91,677.00
(RMB
Ninety one thousand six hundred and seventy seven) as the first month’s rental
payment on or before January 1, 2005.
Clause
4
Party
B
shall in:
| x |
Each
month 5 days in advance
|
| o |
Each
quarter ___ month ___ day advance
|
| o |
Half-Yearly
___ month ___ day advance
|
| o |
Annual
___ month ___ day advance
|
make
the
rental payment to Party A. When Party A receive the rental payment, he shall
give a valid receipt for tax to Party B.
(Both
parties shall choice one of the four payment methods mentioned above, and
make a x in
the
o.)
Clause
5
The
period of Party B’s lease shall start from January 1, 2005 until December 31,
2005.
The
above
mentioned period of lease shall not exceed the authorized land use period,
otherwise the period of lease exceeded such limitation shall be invalidated.
Any
losses caused by this shall be indemnified as agreed between the parties
if such
an agreement exists, otherwise shall be responsible by Party A.
Clause
6
Party
A
shall rent out the premises in compliance with its legally authorized
use.
Party
B
shall use the premises in compliance with its legally authorized use and
shall
not change it use without authorization.
In
the
event that Party B needs to change the legally authorized use of the premises,
it shall seek the written approval from Party A and make application to the
government lands supervision department in accordance with the relevant laws
and
regulations to alter the use of the premises
2
Clause
7
Party
A
shall allow Party B to enter into she premises before January 1, 2004 and
shall
complete the relevant formality.
In
the
event that Party A cannot make the premises available for entry by the said
date, then Party B shall be entitled to request for an extension of the term
of
this tenancy agreement.
Both
parties shall sign written confirm for such an extension and register the
same
with the registry of the agreement.
Clause
8
When
the
premises is delivered, both parties shall examine the premises, all the attached
facilities and their present conditions and record the same in the supplemental
list.
Clause
9
When
Party A deliver the premises to Party B, Party B shall pay a security deposit
to
Party A in a sum equals to three months of the monthly rental, i.e.
¥275,000.00
(RMB Two
hundred and seventy five thousand Only).
Party
A
shall issue receipt to Party B when receiving the security deposit.
The
conditions of returning the security deposit to Party B:
|
1.
|
When
the lease expires, Party B shall have fully paid all the rent
and other
expenses, also committed no breach of this tenancy
agreement.
|
| 2. | _______________________________________________________________ |
| 3. | _______________________________________________________________ |
| o |
Satisfy
one of the conditions
|
| o |
Satisfy
all the conditions
|
(One
of
the two ways shall be selected by both parties and make a x in
the oof
the
chosen one)
If
any
one of the following situations occurs, Party A shall be entitled not to
return
the security deposit::
|
1.
|
If
Party B breaches this tenancy agreement before its expiry date
|
| 2. | _______________________________________________________________ |
| 3. | _______________________________________________________________ |
3
Clause
10
During
the rental period, Party A shall pay the fees for using the land and tax
arising
from the rental of the premise ¥/___.
Party B shall pay the management fee, water and electricity charges, cleaning
expenses, telephone charges, maintenance expenses and other
charges.
Clause
11
Party
A
shall guarantee that the premises and the attached facilities are fit for
the
purpose of renting and that their conditions are in compliance with the relevant
safety rules and regulations.
In
the
event that the deliberate act or error of Party A caused personal injury
and
-property loss to Party B during the period of lease, Party B shall be entitled
to claim compensation against Party A for all losses incurred.
Clause
12
Party
B
shall reasonably use the premises and the attached facilities and shall not
use
the premises for illegal purpose. Party A shall not interfere with Party
B’s
normal and reasonable use of the premises.
Clause
13
During
the period of lease, if the premises and the attached facilities are damaged,
causing safety problem and affecting the normal usage of them without the
fault
of Party B, then Party B shall report to Party A immediately in order to
prevent
-expansion of the damage. Within one day after receiving Party B’s notice, Party
A shall carry out the repairing work or appoint Party B to carry out the
repairing work on its behalf. In the event that Party B is unable to notify
Party A, or Party A fails to carry out the repairing work within the aforesaid
time limit, Party B shall be entitled to carry out such repairing work after
filing the case with the registry of the agreement.
In
case
of emergency when repairing work shall be carried out immediately, Party
B shall
first carry out the repairing work on behalf of Party A and then notify Party
A
about the situation immediately.
The
expenses arising from the above mentioned conditions (including the expenses
paid by Party B in order to repair the damages on behalf of Party A and to
prevent the expansion of the damages) shall be borne by Party A. In the event
that Party B fails to fulfill the above two duties, by notifying Party A
or
carrying out the appropriate work causing the damages to be expanded, Party
B
shall be liable to pay the repairing expenses to such expanded portion of
the
damages.
Clause
14
If
the
premises and the attached facilities are damaged, causing safety problem
and
affecting the normal usage of them by the improper and unreasonable use of
Party
B, Party B shall immediately notify Party A and be responsible for the costs
of
repair and compensation for damages. In the event that Party B refuse to
repair
or compensate the damages, Party A shall first file the case with the registry
of the agreement, then carry out the repairing work and the expenses shall
be
responsible by Party B.
4
Clause
15
During
the term of this tenancy agreement, in the event that either Party A or Party
B
intends to carry out modification, expansion or renovation, separate agreements
shall be signed between them.
If
any of
the above mentioned works have to be approved by the government departments,
then the works shall only be carried out after they have been approved.
Clause
16
| o |
During
the period of lease, Party B shall be entitled to sublets in whole
or in
part the premises to other third party and the registration formalities
shall be done with the lands supervision department, but the term
of the
sub-lease shall not be longer than the terms of this tenancy agreement.
|
| o |
Party
B shall not sublet in whole or in part this premises to other third
party.
|
However,
during the period of lease, upon the written consent of Party A, Party B
shall
be entitled to complete the registration formalities by presenting such a
written consent to the lands supervision department, but the term of the
sub-lease shall not be longer than the terms of this tenancy agreement.
| x |
During
the period of lease, Party B shall not sub-let the premises, neither
in
whole nor in part, to other third party.
|
(Both
parties shall select one of the three items and make a x in
the q
of the selected one).
Clause
17
If
Party
A assigns the premises in whole or in part during the term of this tenancy
agreement, Party A shall give one month written notice in advance to Party
B.
Party B shall have the preemption right to purchase the premises under the
equal
condition.
Party
A
shall have the responsibility to inform the purchaser of the premises to
continue the obligation under this tenancy agreement when Party A executes
an
assignment of title with such purchaser.
5
Clause
18
If
any,
of the following situations occur during the term of this tenancy agreement,
then this tenancy agreement shall be terminated or altered:
|
1.
|
Force
majeure occurs causing this tenancy agreement to be
unenforceable;
|
|
2.
|
The
government takes over the premises for use, purchases, regains
possession
of or demolishes the premises
|
|
3.
|
Party
A and Party B agree to do so unanimously
|
Clause
19
If
any of
the following situations occur which cause damages to Party A, he shall be
entitled to:
| x |
Request
compensation from Party B to compensate the damages
|
| o |
Keep
the security deposit without returning to Party B
|
| o |
Request
Party B to pay a penalty in an amount of ¥
-- (RMB -- )
|
(Both
parties shall select one from the above three items and adds x a to
the
selected one )
|
1.
|
Payment
of rent by Party B is in arrear for 15 days (half month) or more
beyond
the due and payable date.
|
|
2.
|
Party
B does not make payment for payable items which may cause losses
to Party
A up to amount to of Y_____ or above.
|
|
3.
|
Party
B carries on illegal activity in the premises which xxxxx public
interest
or other people’s benefit.
|
|
4.
|
Party
B alters the structure or the legally authorized use of the premises
without authorization.
|
|
5.
|
Party
B violates Clause 14 of this tenancy agreement by failure in undertaking
the repairing responsibility or not paying the maintenance costs,
which
causes damages to the premises and the
equipments.
|
|
6.
|
Without
the consent of Party A and the relevant government department,
Party B
carries our renovation to the premises.
|
|
7.
|
Party
B sublets the premises to third party without authorization
|
If
any of
the above mentioned situations occur, besides claiming compensation from
Party B
for breach of this tenancy agreement and damages, Party A shall be entitled
to
terminate this tenancy agreement or alter any terms therein.
Clause
20
If
any of
the following situations occur which cause damages to Party B, it shall be
entitled to:
| x |
Request
compensation from Party A
|
| o |
Request
Party A to return the security deposit it paid in double amount
|
| o |
Request
Party A to pay a penalty in an amount of ¥
___ (RMB ___)
|
(Both
parties shall select one from the above three items and add an x to
the
selected one)
6
|
1
|
Party
A delays in delivery of the premises for 15 days (half month) or
more.
|
|
2
|
Party
A violates Clause 13 (1) of this tenancy agreement causing Party
B to be
unable to use the premises.
|
|
3
|
Party
A violates Clause 13 of this tenancy agreement by failure in undertaking
the repairing responsibility or paying the maintenance costs.
|
|
4
|
Without
the consent of Party B and the relevant government department,
Party B
carries our renovation to the premises.
|
If
any of
the above mentioned situations occur, besides claiming compensation from
Party A
for breach of this tenancy agreement and damages, Party B shall be entitled
to
terminate this tenancy agreement (after receiving the compensation Party
B shall
inform Party A by written notice and delivery possession of the premises
to
Party A) or to request alteration of any terms therein.
Party
B
shall not be responsible to make rental payment for the period from Party
A has
received written notice from Party B up to the time Party B receives the
compensation.
Clause
21
After
this tenancy agreement is terminated, Party B shall move out from the premises
and deliver possession of the premises within 10 days, and guarantee that
all
attached facilities are in good condition (except normal wear and tear),
and pay
all the items that are Party B’s responsibilities as well as complete all
relevant formalities for re-assignment of the premises.
If
Party
B fails to move out from the premises or deliver possession of the premises
within the above mentioned time limit, then Party A shall be entitled to
charge
double rental payment for the overdue days.
Clause
22
If
Party
B intends to renew this tenancy agreement after its expiry date, Party B
shall
give one month written notice in advance to request for renewal. Under similar
terms of tenancy agreement, Party B shall have the preemptive right to rent
the
premises.
Clause
23
Party
B
and Party A must observe each and every provision of this tenancy agreement.
If
any
party breaches any provisions of this tenancy agreement, it shall undertake
the
responsibility for breach of contract.
Clause
24
If
there
is any issue that is not considered in this tenancy agreement, both parties
shall make supplemental agreement and attach the same to this tenancy agreement
as appendix. The content of this supplemental agreement shall be regarded
as
part of this tenancy agreement and shall have the same legal effect as this
tenancy agreement after the execution by both parties.
During
the period of lease if any alteration to the terms of this tenancy agreement
has
been agreed by both parties, such alteration shall be registered with the
registry of agreements. The altered agreement shall have the same legal effect
as this tenancy agreement after registration.
7
Clause
25
Any
dispute between the parties shall be resolved by consultation with each other.
If such consultation cannot resolve the dispute, both parties shall be able
to
request the registry of the agreements to conduct mediation. If the mediation
still cannot resolve the dispute, then both parties shall be able to
approach:
| x |
The
Shenzhen arbitration committee to apply for an arbitration
|
| o |
The
Chinese international economy trade arbitration committee Shenzhen
branch
to apply for an arbitration
|
| o |
The
people’s court and file a lawsuit
|
(Both parties shall select one of the above three items and adds on x to the selected one)
Clause
26
This
tenancy agreement shall be effective from the signing date.
After
Party A and Party B signs this tenancy agreement, they shall register the
same
with the registry within 10 days.
Clause
27
The
Chinese version of this tenancy agreement shall take prevalence.
Clause
28
This
tenancy agreement has four copies with Party A holds one copy, Party B holds
one
copy, The registry for agreement holds one copy and the relevant governmental
department holds one copy.
Party
A
(Signature): Lai
Man Xxx (signed)
Legal
representative:
Contact
telephone no.:
Bank
Account No. .:
Agent
(Signature):
Date:
January 1, 2005
Party
B
(Signature): (sealed)
Legal
representative:
Contact
telephone no.:
Bank
Account No.:
Agent
(Signature):
Date:
January 1, 2005
8
