{"id":41893,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/baoshan-city-industry-garden-development-ltd-co-shanghai.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"baoshan-city-industry-garden-development-ltd-co-shanghai","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/baoshan-city-industry-garden-development-ltd-co-shanghai.html","title":{"rendered":"Baoshan City Industry Garden Development Ltd. Co. (Shanghai, China) Building Leasing and Property Management Agreement &#8211; Shanghai Communication Service Co. and Shanghai Mobile Communication Co. Ltd."},"content":{"rendered":"<pre>               BUILDING LEASING AND PROPERTY MANAGEMENT AGREEMENT\n\n\n         This Agreement is executed by Party A and Party B on September 20, 2000\nin Shanghai:\n\nPARTY A: SHANGHAI COMMUNICATION SERVICE COMPANY\nLegal Representative: Cai Guibao\nAddress: 1122 Yan'an Dong Lu, Shanghai\n\nPARTY B: SHANGHAI MOBILE COMMUNICATION COMPANY LIMITED\nLegal Representative: Chen Suxian\nAddress: 668 Beijing Dong Lu, Shanghai\n\nWHEREAS:\n1.       In order to develop its communications business and engage in normal\n         production and operating activities, Party B needs to lease from\n         Party A certain buildings and auxiliary facilities owned, or leased\n         from a third party, by Party A.\n2.       Both Parties agree that Party A shall provide Party B with building\n         leasing and property management services in accordance with the terms\n         and conditions of this Agreement.\n\n         THEREFORE, Party A and Party B have reached the following agreement in\nthe principle of equality, mutual benefit and fairness through friendly\nconsultations:\n\n\n                           ARTICLE ONE  LEASED PROPERTY\n\n1.1      Buildings and other properties to be leased by Party A to Party B\n         hereunder include:\n\n         1.1.1    Buildings in respect of which Party A has title certificates;\n\n         1.1.2    Buildings in respect of which Party A does not have title\n                  certificates but has obtained permanent use right under\n                  relevant documents and agreements;\n\n         1.1.3    Buildings under Party A's actual control and use\n                  notwithstanding disputes over their ownership or title due to\n                  historical or other reasons;\n\n         1.1.4    Temporary fixtures for which Party A has obtained legal use\n                  right.\n\n         1.1.5    Buildings or transmission masts owned by Party A; (buildings\n                  under 1.1.1 to 1.1.5 above, \"Party A's Own Property\")\n\n                                       1\n   2\n         1.1.6    Buildings leased by Party A from a third party, in respect of\n                  which Party A has the right to sub-lease to Party B (\"Party\n                  A's Subleased Property\").\n\n1.2      Party A agrees to deliver to Party B the above buildings together with\n         their existing auxiliary facilities, such as air conditioning, water,\n         electricity, heating, power and other utilities, and to concurrently\n         provide property management services for the buildings leased to Party\n         B hereunder; provided that, Party B shall pay the relevant fees and\n         charges in accordance with the terms of this Agreement and applicable\n         standards stipulated by relevant government authorities.\n\n\n                     ARTICLE TWO   SCOPE AND PURPOSE OF LEASE\n\n2.1      Party A agrees to lease the buildings and their auxiliary facilities\n         (the \"Leased Property\") listed in the Schedule attached hereto to Party\n         B in accordance with the terms and conditions of this Agreement (see\n         the appendix of this Agreement for the list and details of such Leased\n         Property). Party B agrees to lease from Party A the Leased Property in\n         accordance with the terms and conditions of this Agreement and accept\n         property management services provided by Party A hereunder.\n\n2.2      Party B shall use the Leased Property for placing communications\n         equipment, office use, conducting business operations or carrying out\n         other legal activities and shall not alter the use of the Leased\n         Property or sublease them without Party A's consent thereto.\n\n\n                    ARTICLE THREE  DELIVERY OF LEASED PROPERTY\n\n         Party A shall clean up and deliver the Leased Property to Party B upon\nexecution of this Agreement. The Leased Property, upon delivery, shall be in\ngood conditions satisfactory to the requirements of Party B.\n\n\n            ARTICLE FOUR      PAYMENT OF RENT, PROPERTY MANAGEMENT FEE AND\n                                       RELEVANT FEES\n\n4.1      The rent of Party A's Own Property, the property management fee, the\n         rent for the power supply equipment and the direct current electricity\n         supply equipment and other related fees are to be determined by the\n         market price.\n\n         4.1.1    Party B agrees to pay Party A rent for Party A's Own Property\n                  and the auxiliary facilities, charges for use of relevant\n                  facilities and equipment, as well as property management fee\n                  as agreed upon by the Parties in this Agreement.\n\n                  The rent for the Leased Property shall be based on the price\n                  determined upon the capital contribution (see the appendix for\n                  details). The \n\n\n                                       2\n   3\n                  property management fee shall be based on the services\n                  provided by Party A and is hereby agreed upon by the Parties\n                  as follows:\n\n                  Telecommunications Building: RMB 12 per square meter per\n                  month; Business and office areas: RMB 10 per square meter per\n                  month; Base stations and other sites: RMB 6 per square meter\n                  per month.\n\n         4.1.2    Party B shall pay, within 15 days upon the execution of this\n                  Agreement the rent and the property management fee for the\n                  period from September 20, 2000 to December 31, 2000 for the\n                  Leased Property and the auxiliary facilities. Party A and\n                  Party B agree that the rent and the property management fee\n                  shall be paid on a semi-annual basis beginning from 2001. The\n                  Parties shall complete the verification of specific items and\n                  amounts of the Leased Property and the property management\n                  services provided hereunder by March 15 and September 15 each\n                  year. The rent of the Leased Property and the property\n                  management fee payable for the first half and second half of\n                  the year shall be paid by Party B to Party A on or before\n                  March 25 and September 25, respectively. Party A shall provide\n                  Party B with valid evidential documents in respect of such\n                  payment upon the settlement.\n\n         4.1.3    Party B shall pay the rent in accordance with the provisions\n                  of this Agreement prior to the expiry of the payment period as\n                  agreed upon by the Parties. If Party B fails to fulfill its\n                  obligation of payment stipulated in this Agreement, Party B\n                  shall be charged a surcharge of 0.03% of the overdue and\n                  unpaid amount per day until Party B has fulfilled such\n                  obligations; in the event that Party B fails to make the\n                  payment as stipulated in this Agreement for two months, Party\n                  A shall have the right to terminate the lease to Party B of\n                  the relevant part of the Leased Property, but other parts of\n                  this Agreement shall remain valid.\n\n         4.1.4    Party A shall pay the taxes and expenses in respect of the\n                  lease of Party A's Own Property.\n\n4.2      Payment of rent and related fees for Party A's Subleased Property\n\n         In respect of Party A's Subleased Property that is used by Party B,\n         Party A shall advise Party B the rent, the time of rent payment and the\n         method of payment agreed upon by Party A and the third party from whom\n         Party A subleases such property. Party B shall pay such third party\n         directly such rent at such time and in such method as advised by Party\n         A.\n\n\n           ARTICLE FIVE  USE, INCREASE AND DECREASE OF LEASED PROPERTY\n\n5.1      Party B shall have the right to occupy and enjoy the use of the Leased\n         Property and the auxiliary facilities without interference in\n         accordance with the provisions of Article 2 during the term of this\n         Agreement.\n\n                                       3\n   4\n5.2      According to its business needs, Party B may request Party A to\n         increase or decrease the amount of the Leased Property and Party A\n         shall give its consent if conditions permit. The Parties shall then\n         re-determine the rent and other related fees on the basis of the amount\n         and quality of the increased or decreased Leased Property.\n\n\n                     ARTICLE SIX    FITTING-OUT AND RENOVATION;\n                                   ADVERTISING ON LEASED PROPERTY\n\n6.1      Party B has the right, upon Party A's written consent and at its own\n         expense, to conduct any fitting-out, installation, change or\n         improvement inside or outside the Leased Property; provided that, Party\n         B shall ensure that:\n\n         (1)      Such fitting-out, installation, change and improvement will\n                  not in any essential way change the nature of the Leased\n                  Property;\n\n         (2)      Any construction project relating to such fitting-out,\n                  installation, change and improvement will be conducted in an\n                  appropriate way so that all the people and properties are\n                  protected and the businesses of Party A in the nearby area\n                  will not be unreasonably disturbed;\n\n         (3)      In the event that such fitting-out or renovation work\n                  endangers or causes any potential danger to the safety of the\n                  original structure, Party B shall reinstate the Leased\n                  Property and make compensation for the corresponding losses,\n                  if any.\n\n6.2      Party B may, to the extent that it will not infringe upon Party A\n         interests, promote its enterprise image and businesses by hanging or\n         posting promotional materials or in other legal ways on the side walls\n         of the Leased Property; provided that such promotion activities shall\n         not exceed the limits of the Leased Property. The Parties shall specify\n         the scope of such promotion activities and locations allowed for such\n         promotion materials when entering into lease of the Leased Property.\n         Upon termination of this Agreement, Party B shall reinstate the Leased\n         Property at its own expense and return the Leased Property to Party A;\n         or, Party B shall return the Leased Property as fitted out and\n         renovated, in which case Party A shall make appropriate compensations\n         to Party B.\n\n\n                 ARTICLE SEVEN      MAINTENANCE, REPAIR, REPLACEMENT\n                                   AND IMPROVEMENT OF LEASED PROPERTY\n\n7.1      Party A shall conduct routine maintenance, repairs, replacement and\n         improvement of the Leased Property and the auxiliary facilities at its\n         own expense; provided that, expenses incurred from maintenance and\n         repairs resulted from inappropriate use by Party B shall be borne by\n         Party B.\n7.2      Party A shall immediately repair any damage to the Leased Property not \n         caused by Party B, exert its utmost efforts to ensure the normal use by\n         Party B\n\n                                       4\n   5\n         of the Leased Property and bear the expenses in connection therewith.\n         In the event that such an instance occurs and , in Party B's judgment,\n         the damage is so serious as to affect the normal use of the Leased\n         Property by Party B, Party B may select to issue a written notice to\n         Party A, requesting to suspend or terminate the lease of the damaged\n         part of the Leased Property, in which case Party B need not pay the\n         rent for the damaged part of the Leased Property beginning from the\n         occurrence of such damage.\n\n7.3      Party B shall repair or compensate for damages caused by it to the\n         Leased Property and the relevant constructions or other facilities of\n         Party A and bear the expenses. In the event of such an instance, Party\n         A, judging from the seriousness of the damage, may have the option to\n         issue a written notice to Party B, requesting to suspend or terminate\n         the lease of the damaged part of the Leased Property, to which Party B\n         shall give its consent, in which case Party B shall pay the rent due\n         and payable prior to such termination for the damaged part of the\n         Leased Property and other relevant charges.\n\n\n            ARTICLE EIGHT     TERM, CANCELLATION AND RENEWAL OF AGREEMENT\n8.1      This Agreement, upon execution by the authorized representatives of the\n         Parties and affixing with their official seals, shall come into effect\n         on September 20, 2000 and expire on September 19, 2010 (for a term of\n         ten years). Unless otherwise stipulated in this Agreement, neither \n         Party shall terminate the Agreement prior to the expiration of the \n         lease term.\n8.2      Unless otherwise stipulated in this Agreement or with Party B's prior\n         written consent, Party A shall not terminate this Agreement prior to\n         the expiration of the lease term hereunder. According to its actual\n         needs, Party B may terminate or partially cancel this Agreement prior\n         to the expiration of the term of this Agreement upon three month prior\n         written notice to Party A. If this Agreement is terminated prior to its\n         expiration date or is partially cancelled, within seven days after such\n         termination or cancellation, Party A shall refund Party B, out of the\n         rent and property management fee already paid by Party B, the rent and\n         property management fee of Leased Property for the period between the\n         date of such termination and the scheduled expiration date of this\n         Agreement.\n\n8.3      In respect of Party A's Own Property, this Agreement shall be\n         automatically extended for one year upon the expiration of its term,\n         unless Party B indicates otherwise in writing. The times of such\n         extension shall be unlimited. In respect of Party A's Subleased\n         Property, this Agreement may also be automatically extended for one\n         year upon the expiration of its term (the times of such extension shall\n         be unlimited), unless Party A indicates in writing of its intention to\n         terminate this Agreement three months prior to the expiration date\n         hereof, this Agreement.\n\n\n             ARTICLE NINE     REPRESENTATIONS AND WARRANTIES OF PARTIES\n\n                                       5\n   6\n9.1      Each of the Parties represents and warrants to each other as follows:\n\n         (1)      It is a limited liability company or an enterprise legal\n                  person duly established and in valid existence under the laws\n                  of the People's Republic of China;\n\n         (2)      It has the right and authority to enter into this Agreement\n                  and fulfill its obligations;\n\n         (3)      Its representative who will sign this Agreement has been fully\n                  authorized to do so by a valid letter of authorization or by\n                  the relevant resolution of its Board of Directors; and\n\n         (4)      Upon the execution of this Agreement and its annex attached\n                  hereto, this Agreement shall be binding upon it and can be\n                  enforced under applicable laws.\n\n9.2      Party A hereby represents and warrants to Party B as follows:\n         (1)      Party A has the right and authority to legally own the Leased\n                  Property stipulated under this Agreement, and possesses all\n                  the relevant and complete approvals and certificates\n                  evidencing its legal ownership of the Leased Property\n                  stipulated under this Agreement, or has the right to sublease\n                  to Party B properties it leases from a third party. Party A\n                  has the right to enter into this Agreement and to lease or\n                  sublease to Party B the Leased Property stipulated in Article\n                  One (including the site and auxiliary facilities) in\n                  accordance with the terms and conditions herein; in the event\n                  that Party A's property rights and use rights to the property\n                  herein are contested in any circumstances and for whatever\n                  reasons, and Party B is unable to exercise its rights as a\n                  lessee or sustain other damages, Party A agrees to hold\n                  harmless from and indemnify Party B against any losses\n                  resulted therefrom;\n         (2)      Upon delivery to Party B for use, the Leased Property shall be\n                  in good conditions for normal use;\n\n         (3)      As long as Party B has paid the rent for the Leased Property\n                  and observed and fulfilled all the representations,\n                  commitments and conditions under this Agreement, Party B shall\n                  be able to freely occupy and enjoy the use of the Leased\n                  Property within the term of this Agreement without\n                  interference.\n\n9.3      In the event that any representations or warranties made by Party A in\n         Articles 9.1 and 9.2 above are untrue or incomplete, Party B shall have\n         the right to terminate this Agreement at any time, in which case Party\n         B shall have the right to claim compensation from Party A for all the\n         actual losses Party B has sustained.\n\n9.4      Party B hereby represents and warrants to Party A as follows:\n\n                                       6\n   7\n         9.4.1    Party B will pay the relevant rent to Party A on a timely\n                  basis in accordance with this Agreement. In the event that\n                  Party B delays the rent payment for more than one day, Party B\n                  shall, in addition to payment of the rent overdue, pay, upon\n                  Party A's demand, a penalty of 0.03% of the total overdue and\n                  unpaid payment for each day overdue until Party B has \n                  completely fulfilled its obligations;\n         9.4.2    Without Party A's written consent, Party B shall not sublease\n                  or transfer to a third party any part of the Leased Property\n                  or any of its rights and obligations hereunder, or change the\n                  use and purpose of the Leased Property and any utilities.\n                  Should Party B violate any of the aforesaid provisions, Party\n                  A shall have the right to request Party B to stop such conduct\n                  and pay a surcharge equal to two times the proceeds from such\n                  sublease or transfer received by Party B, if any.\n\n\n                  ARTICLE TEN      UNDERTAKINGS AND INDEMNIFICATION\n\n10.1     Unless otherwise stipulated in this Agreement, Party B shall, upon the\n         demand of Party A, indemnify Party A against and hold Party A harmless\n         from losses, expenses, damages, claims, actions, debts or liabilities\n         arising from the following causes:\n\n         10.1.1   injuries of any person or damages of property of citizens or\n                  institutions other than Party A or both Parties to this\n                  Agreement due to failure of performance or observation by\n                  Party B of this Agreement, unless such losses, expenses,\n                  damages, claims, actions, debts or liabilities were caused by\n                  Party A's gross negligence or willful misconduct or by an\n                  event of Force Majeure.\n\n10.2     Unless otherwise stipulated in this Agreement, in the event of personal\n         injuries or property damages within the premises of the Leased Property\n         due to failure of Party A to fulfill its rights and obligations as\n         stipulated in this Agreement, Party B may claim for compensation from\n         Party A and Party A shall indemnify Party B against and hold Party B\n         harmless from any losses, expenses, damages, claims, actions, debts or\n         liabilities unless such events were caused by gross negligence or\n         willful misconduct on the part of Party B or by an event of Force\n         Majeure.\n\n10.3     Due to historical reasons, certain Leased Property leased by Party B\n         have not been granted with title certificates and leasing permits. The\n         Parties agree that Party A shall obtain the aforesaid certificates and\n         permits and Party B shall render necessary assistance. Party A shall\n         bear all the relevant fees and expenses in the course of obtaining the\n         aforesaid certificates and permits. Before Party A has obtained such\n         certificates and permits, neither Party shall cancel this Agreement on\n         the ground that Party A has not acquired the aforesaid documents, or\n         the Party raising the issue of canceling this Agreement shall bear, in\n         addition to its own losses, all the losses sustained by the other\n         Party.\n\n                                       7\n   8\n10.4     Party A hereby acknowledges and agrees that any dispute with a third \n         party arising from the lack of clarity of the property rights of the \n         Leased Property shall have no bearing on Party B, and that Party A \n         shall resolve any contest raised by any third party over Party B's use \n         of the Leased Property, and such contest shall not affect Party B's use\n         of the Leased Property hereunder. Party A shall compensate Party B for \n         any losses sustained by Party B as the result of the aforesaid reason.\n\n                         ARTICLE ELEVEN      CONFIDENTIALITY\n11.1     Both Parties to this Agreement herein shall keep strictly confidential\n         the operational data and information of the other Party. Neither Party\n         shall, without the other Party's written consent, provide or disclose\n         to any company, enterprise, organization or individual any data or\n         information with regard to the operations of the other Party, except\n         for circumstances stipulated by the laws of the PRC and of the listing\n         place of China Mobile (Hong Kong) Limited, or by either Party, for the\n         purpose of its reorganization, to a third party (including without\n         limitation to, relevant government departments and all the intermediary\n         institutions involved in the reorganization) orally or in writing.\n\n               ARTICLE TWELVE      LIABILITIES FOR BREACH OF AGREEMENT\n\n12.1     Any failure of either Party to perform any of the terms hereunder shall\n         be deemed as breach of contract. Upon confirmation of occurrence of a\n         breach, the breaching Party shall, within ten days of receiving a\n         written notice from the non-breaching Party explaining the\n         circumstances of such breach, correct such breach and make written\n         notification to the non-breaching Party to the same effect; in the\n         event that within ten days the breaching Party has not correct the\n         breach or rendered any explanation in writing, the other Party shall\n         have the right to terminate this Agreement prior to its expiration upon\n         written notice to the breaching Party, in which case the breaching\n         Party shall be responsible to compensate all the economic losses thus\n         sustained by the other Party. In the event that one Party believes that\n         such breach is nonexistent, both Parties shall consult with each other\n         and try to resolve the issues thus caused. Should no resolution be\n         reached through consultation, the issue shall be resolved in accordance\n         with the dispute resolution clause herein.\n\n\n                         ARTICLE THIRTEEN    FORCE MAJEURE\n\n13.1     Any event or circumstance beyond the reasonable control of the Parties\n         and could not be avoided by exercise of due care on the part of the\n         affected Party shall be deemed as an \"event of Force Majeure\" and shall\n         include, but not limited to, earthquake, fire, explosion, storm, flood,\n         lightening, or war.\n\n13.2     Neither Party shall bear any liability for breach of contract to the\n         other Party for its failure to carry out all or any of its obligations\n         hereunder as a result of an evnet of Force Majeure. However, the Party\n         or Parties affected by an event \n\n\n                                       8\n   9\n         of Force Majeure shall, within fifteen days of the occurrence of the\n         such event, notify the other Party of such event of Force Majeure along\n         with relevant documentary evidence issued by the relevant government\n         authorities. The Party or Parties shall resume the performance of\n         its\/their obligations hereunder within a reasonable period of time\n         after the effects of the event of Force Majeure have been eliminated.\n\n\n              ARTICLE FOURTEEN     GOVERNING LAW AND DISPUTE RESOLUTION\n14.1     The execution, validity, implementation, interpretation and resolution \n         of dispute of this Agreement shall be governed by the laws of the \n         People's Republic of China.\n14.2     Any dispute arising from or in connection with the validity,\n         interpretation or execution of this Agreement shall be settled by the\n         Parties through friendly consultations. In the event that no resolution\n         can be reached through consultations, either Party may submit the\n         dispute to Shanghai Arbitration Commission for arbitration in\n         accordance with its then effective arbitration rules. Once Shanghai\n         Mobile Communication Company Limited is transformed into a wholly\n         foreign-owned enterprise, the dispute resolution institution will\n         automatically change into China International Economic and Trade\n         Arbitration Commission and any disputes shall be resolved in accordance\n         with its then effective rules thereof in Shanghai. The award of such\n         arbitration shall be final and binding upon both Parties.\n\n14.3     Except for matters under arbitration, the remaining part of this\n         Agreement is still in effect during the time of arbitration.\n\n                   ARTICLE FIFTEEN      ASSUMPTION, TRANSFER\n                          AND TERMINATION OF AGREEMENT\n15.1     Neither Party may assign or transfer all or any part of its rights and\n         obligations under this Agreement to any third party without the other\n         Party's prior written consent thereto.\n\n15.2     In the event that Party A transfers its own buildings, Party A shall\n         ensure that this Agreement will be equally binding upon the transferee.\n\n15.3     Party A hereby acknowledges that Party B may be transformed into a\n         wholly foreign-owned enterprise during the term of this Agreement\n         without consent or acknowledgement by Party A either prior to or after\n         the event, and that Party B's entire rights and obligations under this\n         Agreement shall not be affected or changed on the ground that the\n         nature of the company has changed into a wholly foreign-owned\n         enterprise. Party A will acknowledge the legal status of such wholly\n         foreign-owned enterprise in performing this Agreement.\n\n15.4     In the event that the following conditions are not met, Shanghai Mobile\n         Communication Company Limited shall be entitled to terminate this\n         Agreement at any time. After the termination of this Agreement, the\n         Parties shall cease to enjoy any rights or assume any obligations under\n         this Agreement \n\n\n                                       9\n   10\n         or in connection with its termination, except the rights and\n         obligations that have incurred under this Agreement prior to such\n         termination.\n\n         (1)      China Mobile (Hong Kong) Limited (\"CMHK\") shall have been\n                  granted relevant waivers by the Stock Exchange of Hong Kong\n                  Limited (\"HKSE\") for CMHK's connected transactions in\n                  accordance with the listing rules of HKSE (\"Listing Rules\");\n                  and\n\n         (2)      The independent shareholders of CMHK who are deemed to be\n                  independent in accordance with the listing rules (\"Independent\n                  Directors\") shall have approved relevant transactions.\n\n\n                             ARTICLE SIXTEEN      NOTICES\n\n16.1     Any notice or other document to be given under this Agreement shall be\n         delivered in writing and may be delivered in person, sent by registered\n         mail or transmitted by facsimile to the Parties at their legal\n         addresses stated in this Agreement or any other addresses a Party may\n         have notified the other Party in accordance with this Article.\n\n16.2     Any notice or document shall be deemed to have been received at the\n         time as follows:\n\n         if delivered in person, at the time of delivery;\n\n         if delivered by registered mail, five (5) business days after being\n         posted (excluding Saturdays, Sundays and public holidays); and\n\n         if transmitted by facsimile, upon receipt, or if the time of\n         transmission is during non-business hours, it shall be deemed to have\n         been given at the beginning of the normal business hours of the\n         succeeding day (excluding Saturdays, Sundays and public holidays),\n         subject to proof by the sender or confirmation from the facsimile\n         machine used for such transmission that a satisfactory transmission has\n         been completed.\n\n\n                         ARTICLE SEVENTEEN   MISCELLANEOUS\n\n17.1     This Agreement constitutes the entire agreement between the Parties\n         with respect to the subject matter of this Agreement and supercedes any\n         and all discussions, negotiations and agreements between them regarding\n         the same subject matter prior to the execution of this Agreement.\n\n17.2     In the performance of this Agreement, if any provision herein becomes\n         ineffective or unenforceable as the result of implementation or\n         amendment of law, such provision shall be ineffective to the extent\n         that such law applies, without invalidating the remaining provisions of\n         this Agreement. The Parties hereto have the rights to amend the\n         provisions affected by the future implementation or amendment of law,\n         which amendment shall constitute an \n\n\n                                       10\n   11\n         integral part of this Agreement on the condition that such amendment\n         will have no material effect on either Party's economic benefits\n         hereunder.\n\n17.3     Neither Party shall have the right to amend or modify this Agreement\n         without both Parties' written confirmation thereof; the Parties,\n         however, shall be able to enter into supplementary agreements to govern\n         matters not considered herein.\n\n17.4     This Agreement is signed in six counterparts. Each Party will keep\n         three copies. The annex and\/or supplementary agreements hereto are an\n         integral part hereof and shall have the same force and effect as this\n         Agreement.\n\n\n\nPARTY A: SHANGHAI COMMUNICATION           PARTY B: SHANGHAI MOBILE \n         SERVICE COMPANY                           COMMUNICATION COMPANY \n                                                   LIMITED \n\n   ---------------------------               ----------------------------------\nBy:        s\/Cai Guibao                   By:        s\/Chen Suxian\n   Legal or authorized representative        Legal or authorized representative\n\n                                       11\n   12\nSchedule 0\n\n                       LIST OF BUILDING AND PROPERTY RENT\n<\/pre>\n<table>\n<caption>\nName of the Property Owner: Shanghai Mobile Communication Service Company                      Unit: RMB<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-                      &#8212;&#8212;&#8212;<br \/>\n No.                           Item                           Number of Item         Area         Rent (RMB\/month)      Remarks<br \/>\n &#8212;                           &#8212;-                           &#8212;&#8212;&#8212;&#8212;&#8211;         &#8212;-         &#8212;&#8212;&#8212;&#8212;&#8212;-      &#8212;&#8212;-<br \/>\n<s>   <c>                                                     <c>                 <c>             <c>                   <c><br \/>\n  I    Fixed Assets&#8212;Total of Buildings and Properties             B5            12,444.95       216,647.00<br \/>\n  1    Fixed Assets&#8212;Buildings<br \/>\n            Including: Buildings for Base Stations                  67             7,286.61       111,137.00<br \/>\n                    Office Buildings                                1                220.00         1,650.00<br \/>\n                    Buildings for Business Purposes                 16             4,180.34        94,660.00<br \/>\n                    Other Auxiliary Buildings                       1                758.00         9,200.00<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>   13<br \/>\nSchedule 1<\/p>\n<table>\n<caption>\nName of the Property Owner: Shanghai Mobile Communication Service Company           Unit: RMB<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-           &#8212;&#8212;&#8212;<br \/>\n  No.             Name of Building                          Detailed Address                      Floorage        Rent      Remarks<br \/>\n  &#8212;             &#8212;&#8212;&#8212;&#8212;&#8212;-                          &#8212;&#8212;&#8212;&#8212;&#8212;-                      &#8212;&#8212;&#8211;        &#8212;-      &#8212;&#8212;-<br \/>\n                                                                                              (Square meters)  (RMB\/month)<br \/>\n<s>     <c>                                  <c>                                              <c>              <c>          <c><br \/>\n   1    G427 Zhen Chen Base Station          Baoshan City Industry Garden Development                 64.00         470<br \/>\n        Equipment Room                       Limited Company, Baoshan District, Shanghai<br \/>\n                                             City<\/p>\n<p>   2    Xinfahua Base Station                Room 1804, 4-20 Lane, Fa Hua Town Road,                  52.00        1200<br \/>\n                                             Changning District, Shanghai City<\/p>\n<p>   3    Jieyuan Base Station                 Room 302, 602 Tian Shan Road, Changning                 173.96        7800<br \/>\n                                             District, Shanghai City<\/p>\n<p>   4    G2113 Machine Room under XinheBase   Xinhe Post Office, Chongming Town, Shanghai              81.00         597<br \/>\n        Station Mast<\/p>\n<p>   5    Anguo Base Station                   Room 1905, 1-229Lane, An Guo Road, Hongkou              107.00        2200<br \/>\n                                             District, Shanghai City<\/p>\n<p>   6    Anguo Base Station                   Room 1906, 1-229Lane, An Guo Road, Hongkou              109.33        2200<br \/>\n                                             District, Shanghai City<\/p>\n<p>   7    Honglun Base Station                 Room 1404, Hai Lun Road, Hongkou District,              145.00        2500<br \/>\n                                             Shanghai City<\/p>\n<p>   8    Daijian Base Station                 Room 402, 13-630 Lane, Qu Yang Road, Hongkou             68.00        1200<br \/>\n                                             District, Shanghai City<\/p>\n<p>   9    Fude Base Station                    26F, 1688 Si Chuan Bei Road, Hongkou                    199.00        2500<br \/>\n                                             District, Shanghai City<\/p>\n<p>  10    Zhongtai Base Station                Room 1803, Zhong Tai Apartment, Huangqu                 137.01        3000<br \/>\n                                             District, Shanghai City<\/p>\n<p>  11    G415 Machine Room under Wangxin      Wangxin Highway, Mamen Village, Wangxin Town,            64.00         470<br \/>\n        Base Station Mast                    Jiading District, Shanghai City<\/p>\n<p>  12    G147 Machine Room under Xingta Base  Xin Jin Shan Road, Xingta Town, Jinshan                  64.00         470<br \/>\n        Station Mast                         District, Shanghai<\/p>\n<p>  13    G112 Machine Room under Zhangyan     Fumin Village, Zhangyan Town, Jinshan                    68.00         490<br \/>\n        Base Station Mast                    District, Shanghai City<\/p>\n<p>  14    Yandang Base Station                 107 Yan Dang Road, Luwan District, Shanghai             111.26        1000<br \/>\n                                             City<\/p>\n<p>  15    Guanpu Base Station                  Room 3204, 3-365, Zhi Zao Ju Road, Luwan                 77.00        1600<br \/>\n                                             District, Shanghai City<\/p>\n<p>  16    Qibao Base Station                   Room 1403, Star Building, 3150 Lane, Cao Bao            194.00        2600<br \/>\n                                             Road, Minhang District, Shanghai City<\/p>\n<p>  17    Honglu Base Station                  15C, 5 Ao Sen Apartment, Hong Zhong Road,               157.10        2600<br \/>\n                                             Minhang District, Shanghai City<\/p>\n<p>  18    Huajing Base Station                 Room 1404, 1-101(927) Lane, Hu Qing Ping                105.00        1500<br \/>\n                                             Highway, Minhang District, Shanghai City<\/p>\n<p>  19    Huajing Base Station                 Room 1406, 1-101(927) Lane, Hu Qing Ping                105.00        1500<br \/>\n                                             Highway, Minhang District, Shanghai City<\/p>\n<p>  20    G426 Machine Room under Jiwang Base  Jiwang Telephone Branch, Minhang District,               64.00         500<br \/>\n        Station Mast                         Shanghai City<\/p>\n<p>  21    Tianma Base Station                  Room 2503, 1-511 Lane, Wu Zhong Road, Minhang           112.93        1700<br \/>\n                                             District, Shanghai City<\/p>\n<p>  22    G354 Machine Room under Xinzhu Base  Pacific Chemical Plant, 1225 Xin Zhu Road,               60.00         500<br \/>\n        Station Mast                         Minhang District, Shanghai City<\/p>\n<p>  23    Yazhi Base Station                   Room 1805, 3-31 Lane, Ya Zhi Road, Minhang               90.00        1000<br \/>\n                                             District, Shanghai City<\/p>\n<p>  24    G2512 Machine Room under Donghai     Luzhuang Village, Donghai Town, Nanhui                   46.00         240<br \/>\n        Town Base Station Mast               County, Shanghai City<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                        1<br \/>\n   14<\/p>\n<table>\n<caption>\n  No.             Name of Building                          Detailed Address                      Floorage        Rent      Remarks<br \/>\n  &#8212;             &#8212;&#8212;&#8212;&#8212;&#8212;-                          &#8212;&#8212;&#8212;&#8212;&#8212;-                      &#8212;&#8212;&#8211;        &#8212;-      &#8212;&#8212;-<br \/>\n                                                                                              (Square meters)  (RMB\/month)<br \/>\n<s>     <c>                                  <c>                                              <c>              <c>          <c><br \/>\n  25    Fangyao Base Station                 Patrol Room, Fangyao Relay Station, Nanhui              249.00         630<br \/>\n                                             County, Shanghai District<\/p>\n<p>  26    G2613 Machine Room under Shuyuan     Shuyuan Post Office, Nanhui County, Shanghai             70.00         300<br \/>\n        Base Station Mast                    City<\/p>\n<p>  27    G2505 Machine Room under Xinchang    Xinchang Village, Xinchang Town, Nanhui                  67.90         300<br \/>\n        Base Station Mast                    District, Shanghai City<\/p>\n<p>  28    Guohuo Base Station                  236 Guo Huo Road, Nanshi District, Shanghai              69.00         600<br \/>\n                                             City<\/p>\n<p>  29    G547 Machine Room Yifeng Base        Room 10-0, 298 He Nan Nan Road, Nanshi                  149.00        5100<br \/>\n        Station                              District, Shanghai City<\/p>\n<p>  30    Puyu Base Station                    Room 3009, 31 Lane, Pu Yu Dong Road, Nanshi              56.00        1000<br \/>\n                                             District, Shanghai City<\/p>\n<p>  31    G2208 Machine Room under Panzhen     Pantao Village, Beicai Town, Pudongxin                   58.00         300<br \/>\n        Base Station Mast                    District, Shanghai City<\/p>\n<p>  32    Xinbeica Base Station (Lianxi)       408\/2\/1802-08 Bei Zhong Road, Pudong New                140.00        1500<br \/>\n                                             District, Shanghai City<\/p>\n<p>  33    G2206 Yulan Base Station             Rooms 1710-171, 1 Yu Lan Yuan, 2275 Lane,               284.00        2000<br \/>\n                                             Chuan Bei Highway, Pudong Xin District,<br \/>\n                                             Shanghai City<\/p>\n<p>  34    G2204 Heqing Base Station            Room 801, Mei Qing Mast, Heqing Town, Pudong            150.78        1500<br \/>\n                                             New District, Shanghai City<\/p>\n<p>  35    Yanqiao Base Station                 Level 14, Office Building, 389 Pu Dian Road,             49.00        1500<br \/>\n                                             Pudong New District, Shanghai City<\/p>\n<p>        Yanqiao Base Station                 Level 14, Office Building, 389 Pu Dian Road,             88.00        2650<br \/>\n                                             Pudong New District, Shanghai City<\/p>\n<p>  36    Shanhai Base Station                 Room 1801, 2-1460 Lane, Pudong Avenue, Pudong           100.00        2700<br \/>\n                                             New District, Shanghai City<\/p>\n<p>  37    Haihong Base Station                 Level 25, 2985 Shang Nan Road, Pudong New               173.00        3000<br \/>\n                                             District, Shanghai City<\/p>\n<p>  38    G1121 Taigu Base Station             Room 1512, Lu Neng Mast, 18 Tai Gu Road,                103.88         780<br \/>\n                                             Pudong New District, Shanghai City<\/p>\n<p>  39    G2212 Qusan Base Station Machine     Room 809, Kang Lin Mast, 839 Yan Gao Road,               65.23         480<br \/>\n        Room                                 Pudong New District, Shanghai City<\/p>\n<p>  40    G2210 Machine Room under Yangyuan    Yang Yuan Real Estate Development Limited                68.00         370<br \/>\n        Base Station Mast                    Company, Pudong New District, Shanghai City<\/p>\n<p>  41    Changde Base Station                 Rooms 2601-4, 2-1298 Lane, Chang De Road,                73.00        1300<br \/>\n                                             Putuo District, Shanghai City<\/p>\n<p>  42    Xizhan Base Station                  1801-02 59 Che Zhan New Residential Quarter,            155.25        1800<br \/>\n                                             Putuo District, Shanghai City<\/p>\n<p>  43    Guanlong Base Station                Room 1705-4, 2# No.8Building, 30 Lane,                   78.00        1000<br \/>\n                                             Guanlong Road, Putuo District, Shanghai City<\/p>\n<p>  44    Shunwen Base Station                 188\/1107 Shun Da Apartment, Shun Yi Road,                90.81        1500<br \/>\n                                             Putuo District, Shanghai City<\/p>\n<p>  45    Caojiadu Base Station                Room 2401, 2-1278 Lane, Wan Hang Du Road,               100.05        1800<br \/>\n                                             Putuo District, Shanghai City<\/p>\n<p>  46    Xikang Base Station                  Room 1801, 1393 Xi Kang Road, Putuo District,           120.00        2500<br \/>\n                                             Shanghai City<\/p>\n<p>  47    Liantang Base Station                Production buildings of Liantang Base                   150.00         980<br \/>\n                                             Station, Qingpu District, Shanghai City<\/p>\n<p>  48    G104 Machine Room under Daying Base  Daying Post Office, Qingpu County, Shanghai              46.00         340<br \/>\n        Station                              City<\/p>\n<p>  49    G151 Machine Room under Shangta      Shangta Post Office, Qingpu County, Shanghai             70.00         520<br \/>\n        Base Station Mast                    City<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                       2<br \/>\n   15<\/p>\n<table>\n<caption>\n  No.             Name of Building                          Detailed Address                      Floorage        Rent      Remarks<br \/>\n  &#8212;             &#8212;&#8212;&#8212;&#8212;&#8212;-                          &#8212;&#8212;&#8212;&#8212;&#8212;-                      &#8212;&#8212;&#8211;        &#8212;-      &#8212;&#8212;-<br \/>\n                                                                                              (Square meters)  (RMB\/month)<br \/>\n<s>     <c>                                  <c>                                              <c>              <c>          <c><br \/>\n  50    G163 Machine Room under Zhonggang    West of 28 Zhonggang Town Street, Qingpu                 68.00         500<br \/>\n        Base Station Mast                    County, Shanghai City<\/p>\n<p>  51    Cao Xi Bei Base Station              25B, 38 Cao Xi Bei Road, Xuhui District,                 90.36        3000<br \/>\n                                             Shanghai City<\/p>\n<p>  52    Kangjian Base Station                Room 1804, 8 Kang Jian Road, Xuhui District,            156.25        2200<br \/>\n                                             Shanghai City<\/p>\n<p>  53    Longwu Base Station                  Rooms 1503-1504, 18-1137 Lane, Long Wu Road,            171.77        2000<br \/>\n                                             Xuhui District, Shanghai City<\/p>\n<p>  54    Bai He Hua Yuan Base Station         24-B Building, 1 Bai HeHua Yuan, 999 Lane, Pu           126.00        2300<br \/>\n                                             Bei Road, Xuhui District, Shanghai<\/p>\n<p>  55    Tianlin Base Station                 Room 2807,4-414 Lane, Tian Lin Dong Road, Xu             79.00        1000<br \/>\n                                             Hui District, Shanghai City<\/p>\n<p>  56    Tianlin Base Station                 Room 2808,4-414 Lane, Tian Lin Dong Road, Xu             81.94        1000<br \/>\n                                             Hui District, Shanghai City<\/p>\n<p>  57    Nandan Base Station                  Room 701, 1-2200 Lane, Xie Tu Road, Xuhui               114.92        1800<br \/>\n                                             District, Shanghai City<\/p>\n<p>  58    Huatai Base Station                  20A, 388 Zhao Jia Bang Road, Xuhui District,            230.00       17250<br \/>\n                                             Shanghai City<\/p>\n<p>  59    Kailu Base Station                   Room 1801, 91 kai Lu San Village, Yangpu                 68.83         800<br \/>\n                                             District, Shanghai City<\/p>\n<p>  60    Huangxing Base Station               Room 1902, 1209 Kong Jiang Road, Yangpu                  74.00        1000<br \/>\n                                             District, Shanghai City<\/p>\n<p>  61    Songyi Base Station                  Rooms 2306, 2307 311 Song Hua Jiang Road,               173.31        1000<br \/>\n                                             Yangpu District, Shanghai City<\/p>\n<p>  62    Songyi Base Station                  Rooms 2406, 2407 311 Song Hua Jiang Road,               173.31        1000<br \/>\n                                             Yangpu District, Shanghai City<\/p>\n<p>  63    Tieling Base Station                 60 Lane, Tie Ling Road, Yangpu District,                 85.66        1000<br \/>\n                                             Shanghai City<\/p>\n<p>  64    Chang&#8217;an Base Station                Room 2208, 12-560 Lane, Chang&#8217;an Road, Zhabei           102.70        1400<br \/>\n                                             District, Shanghai City<\/p>\n<p>  65    Gonghe Base Station                  4703\/85\/1807 (two apartments) Gong He Xin               159.63        1700<br \/>\n                                             Road, Zhabei District, Shanghai City<\/p>\n<p>  66    Minzhu Base Station                  1801-02 (two apartments), 100-4703 Lane, Gong           150.60        1600<br \/>\n                                             he Xin Road, Zhabei District, Shanghai City<\/p>\n<p>  67    Fuyuanfang Base Station              Room 2008, 2-1431 Lane, Qiu Jiang Road,                  69.67        1200<br \/>\n                                             Zhabei District, Shanghai City<\/p>\n<p>  67    Total                                                                                      7,286.61      111137<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                       3<br \/>\n   16<br \/>\nSchedule 2<\/p>\n<table>\n<caption>\nName of the Property Owner: Shanghai Mobile Communication Service                  Unit: RMB<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;                  &#8212;&#8212;&#8212;<br \/>\n   No.      Name of Building       Detailed Address                 Florage            Rent             Remarks<br \/>\n   &#8212;      &#8212;&#8212;&#8212;&#8212;&#8212;-       &#8212;&#8212;&#8212;&#8212;&#8212;-                 &#8212;&#8212;-            &#8212;-             &#8212;&#8212;-<br \/>\n                                                                (Square meters)      (RMB\/month)<br \/>\n<s>         <c>                    <c>                          <c>                  <c>               <c><br \/>\n    1       Level 14, Lu Yuan      Nanhui County, Shanghai             220              1650           <\/p>\n<p>    1       Total                                                     220            1,650.00<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>   17<br \/>\nSchedule 3<\/p>\n<table>\n<caption>\nName of the Property Owner: Shanghai Mobile Communication Service Company     Unit: RMB<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-     &#8212;&#8212;&#8212;<br \/>\n   No.     Name of Building               Detailed Address                        Florage               Rent          Remarks<br \/>\n   &#8212;     &#8212;&#8212;&#8212;&#8212;&#8212;-               &#8212;&#8212;&#8212;&#8212;&#8212;-                        &#8212;&#8212;-               &#8212;-          &#8212;&#8212;-<br \/>\n                                                                               (Square meters)       (RMB\/month)<br \/>\n<s>        <c>                 <c>                                             <c>                   <c>              <c><br \/>\n    1      Baoshan Branch      Auxiliary Building, Gu Village, Baoshan                 40              2000<br \/>\n                               District, Shanghai City                                             <\/p>\n<p>    2      Baoshan Branch      Auxiliary Building, Lanan, Baoshan District,            42              2100<br \/>\n                               Shanghai City                                                       <\/p>\n<p>    3      Baoshan Branch      Yupu Business Building, Baoshan District,               34              1850<br \/>\n                               Shanghai City                                                       <\/p>\n<p>    4      Fengxian            Streetside Buildings, Fengxian County,              278.37              5560<br \/>\n                               Shanghai City                                                       <\/p>\n<p>    5      Jiading             Huating Post Office, Jiading District,                 100              2500<br \/>\n                               Shanghai                                                    <\/p>\n<p>    6      Jiading             44 Zhang Ma Road, North Office Building,              1160             13920<br \/>\n                               Jiading District Branch, Shanghai                                   <\/p>\n<p>    7      Minhang Branch      (94 Bei Song Highway) Zeng Yin Station,                591              1500<br \/>\n                               Beiqiao, Minhang District, Shanghai City                            <\/p>\n<p>    8      Nanhui              Business Buildings of the Industrial Garden,           440             13200<br \/>\n                               Nanhui County, Shanghai City                                        <\/p>\n<p>    9      Nanhui              Street Buildings, Ren Min Road, Huinan Town,           456             19800<br \/>\n                               Nanhui County, Shanghai City                                        <\/p>\n<p>    10     Nanhui              Mobile Communication Business Buildings,             11.97              4300<br \/>\n                               Zhoupu Town, Nanhui County, Shanghai City                           <\/p>\n<p>    11     Zhonghua            Zhong Hua Retail Department, Nanshi District,           25               600<br \/>\n                               Shanghai                                                    <\/p>\n<p>    12     Pudong              Near the Telephone Branch, Chuan Sha Fang Shu          231              1250<br \/>\n                               Street, Pudong New District, Shanghai City                                                       <\/p>\n<p>    13     Chuansha            New Street, Chuan Sha Tang Town, Pudong New             31               180<br \/>\n                               District, Shanghai City                                             <\/p>\n<p>    14     Pudong              501 Fan Chang Li Dong Road, Yun Lian Bureau,           324              7800<br \/>\n                               Pudong New District, Shanghai                                       <\/p>\n<p>    15     Songjiang           Business Buildings, Songjiang Town, Shanghai            51              2300<br \/>\n                               City                                                      <\/p>\n<p>    16     Antu Business       Antu Exchange Station, Yangpu District,                265             15800<br \/>\n           Office              Shanghai City                                                       <\/p>\n<p>           Total                                                                 4,180.34             94660<\/p>\n<p><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>   18<br \/>\nSchedule 4<\/p>\n<table>\n<caption>\nName of the Property Owner: Shanghai Mobile Communication Service          Unit : RMB<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;          &#8212;&#8212;&#8212;-<br \/>\n  No.         Name of Building               Detailed Address                   Florage                 Rent             Remarks<br \/>\n  &#8212;         &#8212;&#8212;&#8212;&#8212;&#8212;-               &#8212;&#8212;&#8212;&#8212;&#8212;-                   &#8212;&#8212;-                 &#8212;-             &#8212;&#8212;-<br \/>\n                                                                            (Square meters)          (RMB\/month)<br \/>\n<s>     <c>                           <c>                                   <c>                      <c>                 <c><br \/>\n   1    Attached Building of          Zhongyuan Telephone Bureau, Yangpu<br \/>\n        Zhongyuan Telephone Bureau    District, Shanghai City                   758.00                 9,200.00<br \/>\n        Total                                                                   758.00                 9,200.00<br 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