Attached files
Exhibit
10.15
CONTRACT
FOR LEASE OF PROPERTY IN SHANGHAI
Prepared
by
Shanghai
Administration for Property and Land Resource &
Shanghai
Administration for Industry and Commerce
in
November 2000
Amended
by
Shanghai
Shengkang Cimic Realty Investment Co., Ltd.
In March
2009
CONTRACT
FOR LEASE OF PROPERTY IN SHANGHAI
Contract
No. (2009)S.S.X.101A.Z.No.0728
The
Contract is made by and between:
Shanghai
Shengkang Cimic Realty Investment Co., Ltd., the Lessor (“Party A”),
and
Hangzhou
MYL Business Administration Consulting Co., Ltd., the Lessee (“Party
B”)
In
accordance with the Contract Law of the People’s Republic of China and the
Regulations of Shanghai on Lease of Property (the “Regulation”), the Parties, on
the basis of equality, free will, fairness, and good faith, have negotiated and
concluded the Contract for the lease of the Property from Party A to Party B, on
the terms and conditions set forth as follows
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I.
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Description of the leased property
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1.
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The
leased property is located at Room 101A, 102, 103, 105, 206B, and 207A,
Cimic Square, 800 Shangcheng Rd., Pudong New District, Shanghai, China
(the “Property”). Its actual floorage is 1,581.01 square meters, with the
land for comprehensive purpose, the type of property as shopping mall, and
of steel-concrete structure. The plan of the Property is attached as
Appendix A hereto. Party A has shown to Party B the Certificate of
Ownership of Property No.
H.F.D.S.Z.(1999)No.004288.
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2.
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Party
A, as owner to the Property, establishes the lease relation with Party B.
Before signing the Contract, Party A has informed Party B that the
Property has been mortgaged.
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3.
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The
scope of use, conditions and requirements for the common part of the
Property, as well as the conditions of the existing decoration,
accessories and equipment, and description, standard and issues about the
decoration and fixture to be added by Party B with permission of Party A,
are specified in the Appendices A and B hereto, respectively. The Parties
acknowledge that the said appendices shall be used as basis for
examination and acceptance of the Property when Party A delivers it to
Party B as well as Party B returns it to Party A upon expiration of the
Contract.
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II.
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1.
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Party
B promises to Party A that the Property will be intended for office and
business training purpose, and that Party B will abide by the national and
local regulations on use of property and property
management.
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2.
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Party
B warrants that, without consent by Party A and approval by the pertinent
authority, Party B will never change the purpose of the Property as agreed
above during the term of lease.
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III.
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1.
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The
Parties agree that the term of lease shall commence on October 1, 2009 and
end on September 30, 2011. The period from August 1, 2009 to September 30,
2009 shall be deemed the decoration period, during which Party A will
charge no rent from Party B, provided that Party B shall not use it as
office and pay the expenses on property management, power,
air-conditioning, and other accrued in this
period.
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2.
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Upon
expiration of the term of lease, Party A shall be entitled to take back
and Party B shall return, the Property. If Party B intends to renew the
lease of the Property, Party B shall send to Party A such written request
on renewal of lease three months ahead of expiration date, in which case
Party B shall have priority to lease the Property under equivalent
conditions. The Contract for lease shall be newly signed subject to
written consent by Party A.
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IV.
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1.
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the
Parties agree that the rent shall be at the daily rate of RMB 3.30 per
square meter, exclusive of the property management expense, and the total
monthly rate of RMB 158,693.88, which shall be for Party B’s account. The
rent shall remain the same within two
years.
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2.
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the
property management expense shall be at the daily rate of RMB 24 per
square meter and the total monthly rate of RMB 37,944.24, which shall be
for Party B’s account.
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3.
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Party
B shall, no later than the 10th
day (inclusive) every month, pay Party A the monthly rent of RMB
158,693.88 and the property management expense of RMB 37,944.24 for the
current month, by remitting the money
into:
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Shanghai
Shengkang Cimic Realty Investment Co., Ltd.
Shanghai
Pudong Branch of China Bank of Communication,
A/C No.
310066580010123003607
Overdue
payment will result in the breach of contract damages payable to Party A,
calculated as 0.3% of the amount owed.
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4.
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Party
B shall Pay Party A the expense on power within seven days after receipt
of the billing from the property management agency, by remitting
into:
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Shanghai
Shengkang Cimic Realty Investment Co., Ltd.
Pudong
Branch of Bank of Shanghai,
A/C No.
31619100004013139
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5.
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As
Party B will start decorating the Property on August 1, 2009, Party B
shall pay Party A, no later than 17:30 pm, July 31, 2009, the amount of
RMB 748,608.24, including the security money, the rent for the first
month, and the property management expenses for three months. The Parties
agree as follows:
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1)
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After
the Parties sign the Contract, Party B shall pay Party A the deposit of
RMB 30,000, which may be offset with the said amount, no later than 17:30
pm, July 29, 2009;
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2)
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Party
B shall facsimile to Party A the voucher of payment (i.e. the certificate
of bank remittance) of RMB 748,608.24, no later than 17:30pm, July 30,
2009;
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3)
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In
case that Party A does not receive the RMB 748,608.24 from Party B before
17:30pm, August 4, 2009, Party A shall be
entitled:
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a)
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to
request Party B to stop the decorating
work;
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b)
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to
refuse Party B to access the Rooms 101A, 102, 103, 105, 206B, and 207A,
Cimic Square;
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c)
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to
make no compensation for Party B in respect of the decoration expense;
and
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d)
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to
take possession of the deposit of RMB
20,000.
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Meanwhile,
Party A shall be entitled to request Party B to make payment forthwith. In case
of further delay in payment by Party B, Party A shall be entitled to terminate
the Contract and Party B shall take the breach of contract
liabilities.
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V.
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Security
money and other expenses
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1.
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When
Party A delivers the Property, Party B shall pay the rent and the property
management expense for the first month, as well as the security money
(equal to the rent for three months). Upon receipt of the security money,
Party A shall issue the receipt to Party B, which Party B shall present to
Party A when Party A returns the security
money.
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2.
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During
the term of lease, the expenses on water, power, air-conditioning,
communication, repair of equipment, and property management, shall be for
Party B’s account. The calculation and sharing of such expenses shall be
dealt with by the property management
agency.
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VI.
Requirement on use of the Property and responsibility on repair
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1.
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During
the term of lease, Party B shall timely notify Party A to repair the
Property or the accessories upon Party B’s awareness of any damage or
malfunction thereof, while Party A shall repair so within 24 hours after
receipt of Party B’s notification, except that special repair issue shall
be otherwise dealt with as the case may be. (Special repair issue refers
to such repair as carried out on weekends, holidays, requiring purchase of
material or experts.)
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2.
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during
the term of lease, Party B shall properly use and take care of the
Property and the accessories. Party B shall be liable to repair for damage
or malfunction of the Property and the accessories resulting from improper
or unreasonable use by Party B. In such case, Party A may repair it at
Party B’s expense if Party B refuses to
repair.
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3.
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During
the term of lease, Party A shall ensure that the Property and the
accessories are kept in order and safe. Party A shall carry out inspection
and maintenance of the Property with 24-hours prior notice to Party B, in
which case Party B shall cooperate and Party A shall, as possible,
minimize the impact on Party B’s use of the
Property.
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4.
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Party
B shall carry out additional decoration or fixture or equipment subject to
prior written consent by Party A; provided that Party B shall apply to the
pertinent authority for approval only with Party A’s authorization. The
Parties shall otherwise agree in writing on the additional accessories and
equipment made by Party B and the responsibility on repair in connection
therewith.
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VIII.
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1.
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Unless
Party B renews the lease of the Property with Party A’s consent, Party B
shall return the Property on the day following the date of expiration of
the term hereunder. If, without Party A’s consent, Party B delay the
timely return of the Property, Party B shall be liable to the expense on
possession of the Property at the daily rate of RMB 9.9 per square meter,
in additional to other expenses in respect of water, power, communication,
equipment repair, maintenance, property management, and
air-conditioning.
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2.
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upon
termination of the lease relation (for whatever reason), Party B shall
return the Property on time, on conditions
that:
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1)
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Party
B shall recover the Property to the same condition as it is when Party A
delivers the Property to Party B;
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2)
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Party
B shall pay off all accounts
payable;
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3)
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Party
B pay the expenses on recovering the Property to the former
conditions;
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4)
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the
return of property shall be deemed accepted only subject to written
confirmation by Party A.
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VIII.
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1.
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During
the term of lease, Party B may transfer to a third party, or exchange the
right to use of other property of a third party, the right to use of the
said property, subject to prior written consent by Party A. After such
transfer or exchange of the right to use, the new Lessee shall sign with
Party A the written contract to which the Lessee is changed. Such new
contract shall be further implemented after it is duly filed with the real
estate trading center of the district or county where the Property is
located or with the farm system office; provided that the right to use of
a residential apartment cannot be transferred
partly.
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2.
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During
the term of lease, in case Party A intends to sell the Property, Party A
shall send to Party B the 45-day prior written notice, and promise that
the third party will ensure Party B can perform the Contract for lease of
the Property until expiration of the term of
lease.
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3.
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During
the term of lease, in case that the Property is mortgaged and Party A
ceases to manage the Property, Party A shall send to Party B the 45-day
prior written notice, and promise that the third party will ensure Party B
can keep performing the Contract for lease of the
Property.
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IX.
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1.
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the
Parties agree that, upon occurrence of any of the following circumstances
during the term of lease, the Contract may be earlier terminated, with
neither party liable to the other
party:
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A.
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the
right to use of the land, where the Property covers, is earlier
requisitioned by the government;
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B.
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the
Property is lawfully requisitioned for the sake of public
interest;
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C.
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the
Property is included in any area where the properties are to be removed,
for the purpose of urban
construction;
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D.
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the
Property is damaged, destroyed, or certified as dangerous building;
or
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E.
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the
Property fails to pass the safety inspection on fire control under the
Shanghai Regulation on Fire
Control.
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2.
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the
Parties agree that, either party may revoke the Contract by sending to the
other the written notice, under any of the following circumstances. The
defaulting party shall be liable to the breach of contract damages payable
to the other party, calculated at the rent for three months, provided
that, in case such breach of contract damages is insufficient to cover the
loss suffered by the other party, the defaulting party shall further
compensate the other party for the said
difference:
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A.
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The
property delivered by Party A fails to conform with what is agreed herein
and thus Party B cannot fulfill the desired purpose of lease; or the
Property delivered by Party A endangers Party B
personally;
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B.
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Party
A fails to deliver the Property on schedule and fails to do so within 30
days after Party B so requests;
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C.
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Without
Party A’s consent, Party B re-leases the Property, changes the purpose of
the Property, causes damages to the Property, or runs commercial
activities beyond what is permitted under its business license, resulting
in loss suffered by Party A;
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D.
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Party
B delays the payment of rent for more than 30
days.
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X.
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1.
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during
the term of lease, if Party A fails to fulfill its obligation on repair
and maintenance of the Property, and thus makes damages to the Property or
causes financial loss or personal injury to Party B, Party A shall be
liable to keep Party B indemnified.
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2.
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during
the term of lease, if Party A revokes the Contract by taking back the
Property in advance, Party A shall pay Party B the breach of contract
damages equal to the security money
hereunder.
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3.
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during
the tem of lease, if Party B earlier terminates the Contract, Party B
shall pay Party A the breach of contract damages equal to the security
money hereunder.
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4.
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if
Party B delays the payment of the rent and the property management
expenses for more than 30 days (the overdue period is calculated from the
11th
day of the current month, as per Section 3 of Article IV hereof), Party B
shall be deemed to constitute material breach of contract. If Party B
fails to make payment or fails to perform the Contract within 7 days after
Party A notifies Party B (by sending the written notice to the Property
leased by Party B, or by posting such notice on the door of the apartment
or the bulletin board, in case that nobody is available or willing to sign
for such notice), it shall be deemed Party B revokes the Contract on its
own discretion. In such case, Party A shall return no security money to
Party B and may stop Party B in using the facilities, cease to offer the
supply of water, power, air-conditioning, render no service to Party B,
and refuse Party B to further use the apartment, and the adverse
consequence, if any, shall be borne by Party B
itself.
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5.
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No
matter how much investment Party B has made in the decoration to the
Property, Party B shall have no right to claim any compensation against
Party A, when the Contract terminates upon expiration, Party B earlier
terminates the Contract, or Party A earlier terminates the Contract
because of material breach of the Contract by Party B. However, in case
Party B violates no provision hereof but Party A earlier terminates the
Contract, Party A shall be liable to the expenses on such equipment and
facility that can not be removed from the decoration of the Property Party
B makes during the term of lease.
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XI.
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Miscellaneous
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1.
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The
Contract shall take effect on the date when the Parties affix their
signatures hereon. Party A will be paid by Party B to assist Party B to
transact the procedure on registration of the Contract for lease with the
real estate trading center of the district or county where the Property is
located or with the farm system office, and to receive the certificate of
registration of contract of lease, as detailed in the Tariffs on
Notarization, procedure on documentation registration, and companies
incorporation. When the lease relation terminates for whatever reason,
Party B shall transact necessary procedure on de-registration of the
information on the Property from the record of Party B filed with the
company registry as well as on cancellation of registration of the
Contract of lease, as detailed in the supplemental provisions
hereof.
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2.
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As
to anything unspecified herein, the Parties may negotiate supplemental
provisions, which, together with the appendices hereof, shall form
integral part of the Contract. The handwritten words and sentences filled
in the blanks in the Contract, the supplemental provisions, and the
appendices shall have the same effect as the printed words and
sentences.
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3.
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when
signing the Contract, the Parties fully understand their respective
rights, obligation, and responsibility, without any objection. The Parties
intend to abide by the Contract strictly. If either party breaches the
Contract, the other party shall be entitled to claim against such party
according to the Contract.
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4.
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Any
dispute between the Parties arising out of the performance of the Contract
shall be resolved through negotiation, or, in case of failed negotiation,
be referred to China International Economic and Trade Arbitration
Committee Shanghai Branch for arbitration, or the competent People’s Court
of the place where property is
located.
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5.
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The
Contract is made in triplicate, one for Party A and two for Party B, which
shall have the same effect legally.
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SUPPLEMENTAL
PROVISIONS
In
accordance with Section 3, Article XI of the Contract for Lease of Property in
Shanghai No. (2009)S.S.X.101A.Z.No.0728, the Parties have negotiated and
concluded the following supplemental provisions with regard to the Property
defined under Section 1, Article I of the said contract.
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1.
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On
the date when the Contract is signed, Party B shall pay Party A, on
lump-sum basis,
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1)
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RMB
476,081.64 as the security money;
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2)
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RMB
158,693.88 as the rent for the period from October 1, 2009 to October 31,
2009;
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3)
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RMB
113,832.72 as the property management expense for the period from August
1, 2009 to October 31, 2009;
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4)
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The
total sum is RMB 748,608.24;
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5)
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The
Contract shall be deemed invalid if Party B fails to pay Party A the said
money on schedule.
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2.
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During
the term hereof, Party B shall in no event use the security money as any
monthly rent, property management expenses, or other fees. Neither shall
such security money or the relevant creditor’s right be mortgaged or
otherwise used as guaranty, nor shall the creditor’s right relevant to
such security money be transferred to a third
party;
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3.
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Upon
termination of the Contract on its expiration date, if Party
B:
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1)
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has
damaged no equipment and facility in the
Property;
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2)
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has
recovered the Property as it was and returned to Party A with Party A’s
confirmation;
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3)
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has
paid off all amount payable to Party
A;
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4)
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has
transacted necessary procedure on deregistration of the Property
information from the record of Party B filed with the companies registry,
as well as on cancellation of registration of the Contract for
lease;
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5)
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has
presented the original voucher on receiving the security money issued by
Party A;
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Party A
will return to Party B the security money, free of interest, within 45 days
thereafter.
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4.
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The
regular damage to the equipment and facility in the Property shall be for
Party A’s account, except regular damage to the bulbs, starter, holder,
and ballast include in lighting systems as well as non-regular damage to
other equipment and facility.
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5.
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the
property management agency in charge of the Property, which Party A
entrusts and is acceptable to it, will render the property management
service as follows:
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1)
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to
maintain suitable office
environment;
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2)
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to
maintain and repair the public
equipment;
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3)
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to
render service for the common area with regard to water, power,
air-conditioning, lighting, communication, elevator, and fire
control;
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4)
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cleaning,
safeguard, and green belt for the common area;
and
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5)
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treatment
of domestic sewage and rubbish.
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6.
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Party
B (its employees and customers included) shall respect the measures on
property management as confirmed by Party A, and abide by the Handbook for
Owners/Lessees prepared by the property management
agency.
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7.
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When
making the partition board or decoration in the Property, Party B shall
abide by the Rules on internal decoration prepared by Party A. Without
Party A’s consent, Party B shall not damage or change the original
structure and facility, and not change or add any air-conditioning,
lighting, ventilation, fire control, communication, and other facility and
pipelines;
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8.
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Party
B shall cooperate in case that part of the common area or common facility
is restricted or affected when Party A necessarily adjust, repair or
renovate the Property or the
facility.
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9.
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If
Party B notifies Party A to terminate the Contract 45 days ahead of the
expiration date of the term hereof, party B shall be obliged to cooperate
during such 45 days when potential lessee visits the Property which is
still in possession of Party B.
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10.
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Party
B shall be deemed to breach the Contract under any of the following
circumstances:
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1)
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its
involvement of being seized, bankrupt, dissolved, illegally change of
name, or taken over;
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2)
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its
failure to pay off any account payable hereunder of which the payment has
been delayed for more than 14 days;
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3)
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its
transfer or otherwise dispose of, or share with a third party, its right
to use of Party A’s premises, without Party A’s
consent;
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4)
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Party
B operates or sells any commodities in violation of any governmental
regulations.
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In such
case, Party A shall be entitled to terminate the Contract and take back the
Property, and enjoy the residual value of the decoration to the Property. In
case that Party A suffers any loss, Party A may recover such loss from the
security money. In case that the security money is insufficient to cover Party
A’s loss, Party B shall further compensate Party A for the said
difference.
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11.
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Party
B shall abide by the Shanghai Regulation on fire control and the Shanghai
Regulation on responsibility regarding social security, and sign with the
Property management agency the warranty on social
security.
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12.
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Party
B shall provide its valid certificate of approval, business license, or
practicing license to Party A for the latter’s record. If Party B leases
the Property personally for the time being, Party B shall provide his
identity certification to Party A, and after the company is established,
Party B shall notify Party A that the Lessee are to be changed from
himself to the company, with the certificate of approval, business
license, and practicing license provided to Party A. If Party B re-leases
or allows a third party to use the Property, with Party A’s written
consent, Party B shall provide the above-mentioned certificates of such
third party to Party A.
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13.
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The
acts by Party B’s representative, trustee or employee shall be deemed the
acts by Party B, which Party B shall take full responsibility, legally,
while Party A shall take no responsibility. The performance of the
Contract by Party A shall not cause Party A to be liable to any
responsibility or obligation with regard to Party B’s business operation.
Party B shall take full responsibility for any liability resulting from
false, incomplete, or delayed information from Party B to Party
A.
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14.
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During
the 61 days of rent-free period from August 1, 2009 to September 30, 2009,
Party B shall only pay the expenses on property management, power, and
service associated with decoration. Party B shall carry out decoration but
no office or commercial activity in the Property during such rent-free
period, otherwise Party A shall be entitled to charge rent for such period
from Party B.
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15.
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Party
A agrees that Party B may post advertising in the Property subject to
certain conditions (free of advertising fees, but in conformity with the
applicable governmental regulations and the overall layout of the Cimic
Square).
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16.
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Party
A agrees that Party B may install the air-conditioners, so long as the
external machine of such air-conditioners must be fixed at the places
designated by Party A. The expenses on central air-conditioning will not
be charged from Party B, while other expenses on power shall be still for
Party B’s account.
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Lessor:
Shanghai Shengkang Cimic Realty Investment Co., Ltd.
Nationality:
Legal
representative:
Certificate
of incorporation /ID No.:
Add.:
Zip
code:
Tel:
Authorized
representative:
Signature:
Date
of signing: July 29, 2009
Place
of signing: Shanghai
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Lessee:
Hangzhou MYL Business Administration Consulting Co., Ltd
Nationality:
Legal
representative:
Certificate
of incorporation /ID No.:
Add.:
Zip
code:
Tel:
Authorized
representative:
Signature:
Date
of signing: July 29, 2009
Place
of signing: Shanghai
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Real
estate broker: Shanghai Junkai Minyi Real Estate Broking Office
Broker:
Jun YE
Broker’s
certificate No.: FA290700106