{"id":41976,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/united-plaza-no-1468-nanjing-west-street-shanghai-china.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"united-plaza-no-1468-nanjing-west-street-shanghai-china","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/united-plaza-no-1468-nanjing-west-street-shanghai-china.html","title":{"rendered":"United Plaza, No. 1468, Nanjing West Street (Shanghai, China) Pre-Lease\/Lease Contract – Shanghai Four Seasons Tong Ren Real Estate Developing Co. Ltd. and Beijing Stone Rich Sight Information Technology Co. Ltd."},"content":{"rendered":" UNITED PLAZA\n\n\n\n\n\n PRE-LEASE\/LEASE CONTRACT\n\n\n\n\n\n\n\n NO: O-0037\n\n\n\n\n -1-\n\n\n NOTICE\n\n1. This contract is applicable to the pre-leases of commodity tenements and\n the leases signed and negotiated pursuant to the market rules that are\n locate inside Shanghai district, excluding those leases of public-owned\n residential tenements with the fixed rent prescribed by the municipality,\n administratively assigned tenements, welfare non-residential buildings\n invested by the government and privately-owned residential tenements at\n the fixed rent prescribed by the municipality before SHANGHAI HOUSE LEASE\n STATUTE (hereinafter referred to as THE STATUE) was put in force.\n\n2. Pre-lease is barely applicable to those commodity tenements invested and\n built by the land agents with pre-selling license. Whereas those commodity\n tenements that have been pre-sold shall not be available for pre-lease by\n the land agents, nor be pre-leased by the advance purchaser.\n\n3. [LEASE] and [PRE-LEASE] in all the articles of this contract are\n suggestive symbols, indicating that article shall be applied to lease or\n pre-lease. All the [LEASE] articles shall be applicable when the contract\n is for lease use, and all those \"Concerning Pre-lease\" supplementary\n articles to the [PRE-LEASE] articles shall be applicable when the contract\n is for pre-lease use. Other articles without a [ ] mark shall be\n applicable to either situation as general articles.\n\n4. If the contract is for pre-lease use, both parties of the pre-lease shall\n sign a Transfer Letter of Commodity tenements Use after the land agent\n finishes initial land registration and obtains Real Estate Certificate\n upon the completion of the house. All the pre-lease articles shall lapse\n when the above-mentioned Transfer Letter take effect.\n\n5. The text of this contract is a trial demonstration made by Shanghai Land\n Resource Bureau and Shanghai Commercial and Industrial Bureau pursuant to\n THE STATUTE. Articles are all suggestive ones, available for both parties\n to choose for use. Should this contract be found inadequate, amendants or\n supplements may be made through mutual consent.\n\n6. Before signing the contract, lessee shall display Real Estate Certificate\n and other concerning right certificates to leaser, and land agent shall\n display preselling license to advance purchaser. Both parties shall verify\n the identity of the opposing party under either circumstance. Leaser, if\n from outside the city, shall display Public Security License for House\n Lease issued by police.\n\n7. In 15 days after signing this contract, both parties shall register for\n records. For house lease, both parties shall register to the local real\n estate exchanging center or Farm System Office and apply for a record\n proof of registration for house lease contract. For pre-lease of commodity\n tenements, both parties shall register to the Municipal Real Estate\n Exchanging Center for records if the leasehold is for foreign sale, and\n register to the local Real Estate Exchanging Center for records if the\n leasehold is for domestic sale. Both parties shall contract for the usage\n transfer of the pre-leasehold after obtaining the Real Estate Certificate\n upon the completion of the tenements, then register to the\n\n\n\n\n -2-\n\n\n local Real Estate Exchanging Center or Farm System Office for records and\n obtain the proof of that. Should any breach of contract resulting from\n overlaps of pre-lease or lease, transfer or mortgage of lease during the\n lease term happen, the proof may be use to confront the third party.\n\n8. In the event that one party requests to register for records whereas the\n other party is quite reluctant to provide necessary cooperation, the\n requesting party may register for records with the contract, valid\n identity certification and other necessary documents.\n\n9. House lease deposit is a guarantee to perform in accordance with the\n contract. Lessee may collect a certain amount of money (detailed amount\n decided by both parties) as deposit from leaser with mutual consent. The\n deposit shall be used to take out all the fees due to the leaser when\n contract signed and the rest, if any, shall be return to the leaser when\n the lease expires.\n\n10. The text of this contract is available at the municipal or local Real\n Estate Exchanging Center or Farm System Office. Both parties shall read\n this carefully and be acquainted with all the articles.\n\n11. This contract is a demonstrative text as a reference for both parties.\n\n12. Brokers, if any involved in this lease, shall sign and seal at the end of\n this contract.\n\n\n\n\n -3-\n\n\n SHANGHAI HOUSE LEASE\/\n\n PRE-LEASE OF COMMODITY HOUSE\n CONTRACT\n\n NO: O-0037\n\n\n BY AND BETWEEN\n\n[LEASE ]\nLeaser: SHANGHAI FOUR SEASONS TONG REN REAL ESTATE DEVELOPING CO., LTD\n (Hereinafter referred to as PARTY A)\nLessee: BEIJING STONE RICH SIGHT INFORMATION TECHNOLOGY CO., LTD\n (Hereinafter referred to as PARTY B)\n\n[PRE-LEASE]\nPre-leaser: SHANGHAI FOUR SEASONS TONG REN REAL ESTATE DEVELOPING CO., LTD\n (Hereinafter referred to as PARTY A)\nPre-lessee: BEIJING STONE RICH SIGHT INFORMATION TECHNOLOGY CO., LTD\n (Hereinafter referred to as PARTY B)\n\n\nIn accordance with CONTRACT LAW OF PEOPLE'S REPUBLIC OF CHINA and SHANGHAI HOUSE\nLEASE STATUTE (hereinafter referred to as THE STATUTE), both parties, adhering\nto the principles of equality, free will, justice, honesty and honor and through\nfriendly consultations, agree to sign this lease contract for commodity\ntenements that can be pre-leased legally provided by Party A to Party B.\n\n1. Status of the house for lease or pre-lease\n\n1.1 The tenements pre-leased to Party B by Party A are Suite 1802, 1803, 1804\n and 1805 of No. 1468, Nanjing West Street, Jing'an District, Shanghai with\n a total floor space of 966.2 square meters and used as offices. The\n tenements are newly built commodity houses in the reinforced concrete\n structure. Please see Appendix One for the ichnography of the tenements.\n Party A has displayed following certificates to Party B: \n\n 1.1.1 [LEASE] Real Estate Certificate\/ Tenement Right Certificate\/X;\n [Certificate No: X]\n\n 1.1.2 [PRE-LEASE] Preselling License [License No: HuDiZi(97)Waiyuzi 068]\n\n1.2 Party A shall establish a lease relationship with Party B as the obligee\n of the \n\n\n\n -4-\n\n\n said tenements and shall inform Party B that the said tenements have been\n mortgaged before signing the contract.\n\n1.3 Range of use, conditions and requirements for the public use area of the\n said tenements: Existing fitments, accessorial facilities, status of\n equipments, content and standard of the accessorial facilities installed\n by Party B with the consent from Party A shall be listed in Appendix Two\n and Three. Both parties agree that those appendices shall be testing\n foundations when Party A deliver the tenements to Party B for use and when\n Party B retrocede the tenements to Party A upon expiration of the\n contract.\n\n2. Use of the Leasehold\n\n2.1 Party B pledges to Party A that the tenements shall be used as offices in\n accordance with related regulations and rules concerning the use of\n tenements made by the state and the municipality.\n\n2.2 Party B pledges to Party A not to change the use of the tenements without\n obtaining written consent and authorization from the concerning department\n during the lease term.\n\n3. Delivery Date and Validity of the Lease\n\n3.1 Both parties agree that Party A shall deliver the said tenements to Party\n B for use before July 1, 2002. [LEASE] The lease shall be valid for three\n years from September 1, 2002 to August 31, 2002. [PRE-LEASE] The pre-lease\n contract shall be valid from the date when signing the Transfer Letter of\n the Use of the Commodity Tenements to August 31, 2002.\n\n3.2 Upon the expiration of the stipulated period, Party A shall be entitled to\n reclaim the tenements and Party B shall return the said tenements to Party\n A on schedule. Party B shall, if needed, put forward a written request for\n a relet to Party A six months before the expiration of the existing\n contract. A reletting contract may be reached with mutual consent from\n both parties.\n\n4. Rent, Methods of Payment and Term of Payment\n\n4.1 Both parties agree that the rent for the said tenements shall be 0.55 US$\n per square meter architectural area for each day. [LEASE] Monthly rent\n totals US$16,163.72 (say: US dollars sixteen thousand one hundred and\n sixty three point seven two). [PRE-LEASE] Monthly rent shall be determined\n in the Letter of Delivery for Use of the Commodity Tenements by both\n parties through calculation according to the actual architectural area\n surveyed on the spot. Rent of the tenements shall stay changeless.\n Whereas, both parties may adjust the rent through negotiation and the\n concerning issues may be stipulated by both parties in the supplementary\n articles.\n\n4.2 Party B shall pay the rent to Party B before the tenth day of every month\n and a 0.05% of daily rent is required as penalty if any payment is\n overdue.\n\n4.3 Methods of payments are as follows for Party B: by cheque, cashier's\n cheque or remittance.\n\n\n\n\n -5-\n\n\n5. Deposit and Other Charges\n\n5.1 Both parties agree that Party B shall pay three months' rents and\n management fees, 59505.84 US$, as lease deposit to Party A before the\n transfer of the leasehold. Party A shall draw an invoice for Party B after\n collecting the deposit, which shall be used to take out all the fees due\n to the leaser when contract signed and the rest of which, if any, shall be\n return to the leaser without any interest when the lease expires.\n\n5.2 During the lease term, charges resulting from the use of water,\n electricity, gas, communication, equipments, management and other relating\n charges are due by Party B.\n\n5.3 Methods for the above-mentioned payments: by cheque, cashier's cheque or\n remittance.\n\n6. Requirements for the Use of the Tenements and Responsibility of\n Maintenance\n\n6.1 During the lease term, Party B shall inform Party A immediately any\n damages or malfunctions of the said tenements and the accessorial\n equipments for renovation. Party A shall perform preparation in seven days\n after receiving the notice from Party B and if failed, Party B may have\n those prepared and leave the bills of preparation to Party A.\n\n6.2 During the lease term, Party B shall take good care of the tenements and\n all the accessorial equipments and use them in a reasonable way. Any\n damages or malfunctions resulting from improper or reasonless uses by\n Party B will impose the Party the responsibility of renovation. Should\n Party B refuse to perform the duty, Party A may do the renovation for\n Party B whereas the concerning charges are payable by Party B.\n\n6.3 During the lease term, Party A shall assure the tenements and the\n accessorial equipments available for normal and secure use. In case of any\n inspection or maintenance on the tenements, Party A shall, three days in\n advance, inform Party B, who shall provide necessary cooperation. Party A\n shall minimize possible negative influence on the use of the tenements by\n Party B.\n\n6.4 Any new fitments to the tenements and establishments of new equipments and\n facilities other than those stated in Appendix Three may only be put into\n operation when with written consent from Party A and, if needed,\n authorization from the concerning department applied by Party B with the\n entrustment from Party A.\n\n7. Status of the Tenements when Returned\n\n7.1 Party B shall return the said tenements upon the expiration of the lease\n contract, unless Party A agrees with a relet. Otherwise, Party B shall pay\n the prescribed rent and management fees plus 50% of daily rent as use fee\n to Party A for one more day's overdue occupancy.\n\n7.2 The tenements shall be in the status for normal use when returned, and\n both parties shall settle respective accounts after Party A's inspection\n and\n\n\n\n\n -6-\n\n\n acceptance.\n\n8. Sublease, Transfer and Exchange\n\n8.1 Party B may only sublet all or part of the tenements to others after\n obtaining Party A's written consent during the lease term, excluding those\n situations stated in the supplementary articles that allow a sublet. One\n tenement shall not be segmented for subletting.\n\n8.2 Party B shall contract with sublessee and register to the local Real\n Estate Exchanging Center for records when subletting. Concerning charges\n are entitled to Party B.\n\n8.3 Party B shall ask for written consent from Party A when subletting or\n exchanging the said tenements with other's leasehold during the lease\n term. Upon completion of the transfer or exchange, the said sublessee\n shall contract with Party A for modification of leaseholder and continue\n to perform this contract.\n\n8.4 Party A shall inform Party B the sale of the said tenements X months in\n advance during the lease term and Party B shall enjoy priority to purchase\n under the coequal conditions.\n\n9. Termination\n\n9.1 Both parties agree that this contract shall terminate and neither party\n shall be held responsible under either circumstance listed below:\n\n9.1.1 Right to use of the land occupied by the said tenements is taken back by\n the state adhering to the law;\n\n9.1.2 The said tenements are confiscated for public interest adhering to the \n law; \n\n9.1.3 The said tenements are listed as part of those that needs to be\n removed owing to the urban construction demand adhering to the law; \n\n9.1.4 The said tenements are damaged, destroyed or accessed and considered as\n unsafe buildings.\n\n9.2 Both parties agree that either party may rescind the contract by written\n notice to the other party under the listed circumstances. Breaching party\n shall pay the other party twice monthly rent as penalty. Should any losses\n be caused and the penalty paid is found insufficient to compensate, the\n beaching party shall be held liable for pay the rest of the losses.\n\n9.2.1 Party A fails to deliver the said tenements to Party B for use on schedule\n and delays for 30 days after receiving urges from Party B;\n\n9.2.2 The delivered tenements fail to meet the requirements prescribed in this\n contract so as that Party B is able to operate normally; or the said\n tenements are so incomplete and unsafe that may endanger Party B;\n\n9.2.3 Party B, without obtaining any written permission from Party A, makes the\n said tenements for other use than as offices, resulting in any damages.\n\n9.2.4 The agent structure of the said tenements is damaged due to Party B'\n fault;\n\n9.2.5 Party B sublets, transfers or exchanges the said leasehold to or with\n others\n\n\n\n\n -7-\n\n\n without permission from Party A;\n\n9.2.6 Party B fails to pay the rent and management fees for an accumulative\n period of two months;\n\n10. Liability for Breach of Contract\n\n10.1 In case of any deformity to the said tenements at delivery, Party A shall\n carry out preparation in seven workdays from the delivery date. Failure to\n perform past due shall held Party A responsible for reducing the rent and\n modifying concerning lease articles.\n\n10.2 Party A shall compensate any losses to Party B that caused by Party A's\n failure to inform Party B that the said tenements have been mortgaged or\n been limited to transfer.\n\n10.3 During the lease term, Party A shall compensate for any losses or injuries\n to Party B resulting from Party A's failure to repair and maintain the\n said tenements.\n\n10.4 Should Party A cancels the contract privately without agreement from Party\n B and takes back the said tenements, Party A shall be reliable to pay\n Party B twice daily rent per day for the number of days taking back the\n said tenements ahead of schedule as penalty. If the prescribed amount of\n penalty herein is insufficient, Party A shall pay the gap.\n\n10.5 In the event that Party B put up fitments or any new accessorial\n facilities without obtaining written consent from Party A or exceeding the\n scope prescribed by Party A, Party A may request Party B to revert to type\n and compensate for the losses.\n\n10.6 Should Party B release free the contract privately and unilaterally out of\n the circumstances prescribed by this contract during the lease term, Party\n B shall pay Party A twice daily rent per day for the number of days\n releasing the contract as penalty. If the prescribed amount of penalty\n herein is insufficient, Party B shall pay the gap. Party A may deduct the\n losses from the lease earnest, and if still insufficient, Party B shall\n pay the rest.\n\n11. Other Articles\n\n11.1 Party A shall give a written notice to Party B if Party A intends to\n mortgage the said tenements during the lease, and shall pledge to inquire\n of Party B about the willingness to purchase the said tenements X month(s)\n in advance before selling off or selling at a discount the said tenements.\n\n11.2 This contract shall take effect after both parties signing. In 15 days\n after this contract takes effect, Party A shall register to the local Real\n Estate Exchanging Center for records and receive the certification of\n records. In case of any modification or termination of this contract since\n registration, Party A shall report the modification or termination of this\n contract to the original institution in 15 days after the modification or\n termination of this contract take place. Party A shall be responsible for\n any jural dissentions resulting from Party A's failure to register the\n lease of the said tenements or any modification and \n\n\n\n\n -8-\n\n\n termination of this contract for records.\n\n11.3 Both parties may make supplementary terms for any other issues not stated\n in this contract after negotiation. All the supplementary terms and the\n appendices are indiscerptible parts of this contract. All the fill-ins in\n the blank parts of this contract, supplementary terms, and appendices\n shall be equally effective.\n\n11.4 Both parties shall distinctly understand respective rights, obligations\n and liabilities and be willing to perform this contract strictly. Should\n one party act against the contract, other party shall have the right to\n claim for compensation based on the concerning articles of this contract.\n\n11.5 Both parties shall seek for solutions through negotiations when any\n dissentions resulted and if fail, may propose to Shanghai Arbitral\n Committee for settlement.\n\n11.6 This contract is drawn in triplet, either party holding one and third copy\n for Shanghai Real Estate Exchanging Center, all texts being equally\n authentic.\n\n\n\n -9-\n\n\n SUPPLEMENTARY TERMS\n\nThese supplementary terms are supplements to the SHANGHAI HOUSE LEASE\/ COMMODITY\nHOUSE PRE-LEASE CONTRACT (Hereinafter referred as THE MAIN TEXT) signed by both\nparties and together with the main text, annexed tables and appendices as a\nwhole, are designated as The Contract. In case of any difference between the\nmain text and the supplementary terms and appendices, the supplementary terms\nand appendices shall prevail. Should any X be filled in the blank parts in the\nmain text that are not stipulated in the supplementary terms and annexed tables,\nit shall be considered that both parties have no arrangement towards the\narticle.\n\n12.1 Supplements to Clause 1.1:\n\n The tenements leased by Party B from Party A in this contract are located\n inside the United Plaza (Hereinafter referred as the Plaza). Party B is\n quite explicit that which floor the tenements are actually located inside\n the Plaza is different with what the numbers of the said tenements indicate\n and hence Party B shall not claim for any compensation or other rights for\n the difference.\n\n The ichnography of the said tenements (See the red marked part of the first\n part of the Appendix One) and the relief map of those (See the second part\n of the Appendix One) are only available for differentiation. The\n architectural area of the said tenements is listed in the third part of the\n Annex Table One of the contract, which shall be determined by the on-the\n spot survey carried by any Shanghai tenements land mapping institutions. In\n case of any discrepancy, the compensation fund \/rent (See definitions in\n the second part of Annexed Table One) and the management fees (See\n definition in the first part of Annexed Table Two) for the use shall be\n adjusted correspondingly.\n\n12.2 Supplements to Clause 1.3:\n\n Party A shall guarantee that the said tenements shall measure up with the\n standards listed in the first part of Appendix Three when the fitment\n period stipulated in the first part of Annexed Table One ends. Both parties\n agree that the said tenements shall meet with all the standards listed in\n the first part of Appendix Three when the contract terminates or terminates\n in advance. \n\n Supplements to Clause 2.1:\n \n Please see the service content and the concerning regulations of the\n management of the Plaza in the appendix: ARRANGEMENT FOR THE MANAGEMENT\n\n\n\n -10-\n\n\n OF THE UNITED PLAZA.\n\n12.3 Supplements to Clause 3.1:\n\n (1) Party A shall deliver the said tenements to Party B for use on the\n date of delivery stipulated in the first part of Annexed Table One\n (Hereinafter referred as THE DATE OF DELIVERY). Party B shall settle\n the concerning transaction formalities in the management institution\n of the Plaza (Hereinafter referred as THE MANAGEMENT OFFICE) and\n then pay the regarding charges. The conducts that Party A delivers\n the said tenements to Party B and both parties sign the delivery\n receipt shall be considered as that Party A has fulfilled his\n liability to deliver the said tenements to Party B up to grade.\n\n (2) The fitment period of the said tenements is listed in the first part\n of Annexed Table One. During the fitment period, Party B shall be\n free from paying the compensation fund for use\/the rent to Party A,\n but shall be liable to pay charges listed in the Annexed Table Four.\n The period of free-charge is listed in the first part of the Annexed\n Table One. During the period of free charge, Party B shall be from\n paying the compensation fund for use\/the rent to Party A, but shall\n be still responsible for the management fees and others charges (See\n definition in the second part of Annexed Table Two).\n\n (3) Should Party B fail to settle the examination and transaction\n formalities in the management office on the date of delivery, the\n days between the delivery date and the actual date of settling shall\n be deducted from the period of fitment. In case that Party B fails\n to settle those examination and transaction formalities in 30 days\n after the date of delivery, Party shall have the right to terminate\n the contract in advance, seize all the earnest and advance payment\n and claim for compensation resulted from Party A's breach of\n contract.\n\n (4) Party B shall grant Party A 30 days as extended time limit if Party\n A fails to deliver the said tenements to Party B on the date of\n delivery, under which circumstances, the fitment period and other\n relating dates shall be postponed accordingly. After the extended\n time limit, Party A shall pay Party B late fee according to the\n following formula (the date on which Party A delivers the said\n tenements to Party B is the Actual Delivery Date): Late Fee =\n Earnest x Days between the Date of Delivery and the Actual Delivery\n Date x 0.05%. \n \n If Party A fails to deliver the said tenements to Party B in 45 days\n after the Date of Delivery, Party B shall bear the right to rescind\n the contract in\n\n\n\n\n -11-\n\n\n advance with a written notice to Party A or to choose another date\n as the Date of Delivery. Party A shall return all the earnest paid\n by Party B (interest excluded) to Party B in 30 days from the day\n when the contract is terminated in advance according to this term.\n Party A shall not be entitled to Party B's other losses.\n\n (5) Both parties agree to sign Letter of Hand-over of Commodity\n Tenements (Date of signing unfilled, hereinafter referred to as \"\n Letter of Hand-over\") to show mutual consent to all the clauses of\n it and make it as the Annexed Table Six of the contract when signing\n this contract. On the condition that Party B shall perform every\n duty and obligation stipulated in this contract, Party A, after\n obtaining the land property right certificate for the Plaza, shall\n inform Party B by written form (hereinafter referred to as the\n Notice of Arrangement Fulfilling) that Party A will sign the date on\n the Letter of Hand-over after sending out the Notice of Arrangement\n Fulfilling, and then register the lease to the concerning government\n agency. Meanwhile, Party A shall provide a copy of the land property\n right certificate for the Plaza to Party B. Party B shall be\n responsible for providing, upon request, all the documents that any\n law and regulations stipulate to be needed or any relevant\n authorities require, and concerning assistance to settle the\n above-mentioned formalities to Party A.\n\n12.4 Supplements to Clause 3.2: \n \n If Party B intends to relet the said tenements at the expiration of this\n contract, Party B shall propose a written letter of intent for reletting\n six months in advance to the expiration of the contract. Party A shall\n agree with the reletting and contract with Party B if Party B has not\n breached the contract during the lease term. The rent and management fees\n for the reletting shall be settled by both parties through negotiation\n according to the contemporary market price of the tenements with the equal\n quality. Failure to reach an agreement for the issues mentioned above in\n two months after the expiration of the contract by and between both\n parties shall be considered as Party B's automatic abandon of the\n reletting right.\n\n12.5 Supplements to Clause 4.1: \n\n The compensation fund for use\/rent of the said tenements stipulated by\n both parties is listed in the second part of the Annexed Table One. Party\n B shall pay the compensation fund for use during the pre-lease term and\n the rent during the lease term to Party A.\n\n12.6 Supplements to Clause 4.2 and Clause 5.3: \n\n (1) During the whole pre-lease term and lease term, stipulated\n otherwise, Party B shall pay the compensation fund\/rent and the\n management fees for that month in advance before the first day of\n every calendar month to\n\n\n\n\n -12-\n\n\n Party A, the first calendar month excluded. See details about the\n compensation fund\/rent in the second part of the Annexed Table One.\n\n (2) Stipulated otherwise, on the date of on lease (see definition in the\n first part of the Annexed Table One), Party B shall pay Party A the\n compensation fund for use\/rent and the management fees for the\n remaining days of that calendar month. The amount of payment shall\n be the arithmetic product of the compensation fund\/rent and the\n management fees by the ratio of the remaining days to the total days\n of the calendar month. The amount of the last payment shall be the\n arithmetic product of the compensation fund\/rent and the\n management fees by the ratio of the exact days of lease in that\n calendar month to the total days of the month.\n\n (3) Party B shall pay all the charges for the use of water (if exists),\n electricity and communication (if exists) in the stipulated type of\n payment by Party A in seven days after receiving the records or\n bills as they indicate.\n\n (4) If Party B delays to pay Party A any fees stated in this contract,\n including but not limited to compensation fund for use\/rent,\n management fees, other charges, water fee, electricity fee and\n communication fee for a period of over 14 days; Party A shall have\n the right to ask Party B to pay a daily interest of 1 0\/00 as late\n fee, on the condition that Party A's other rights or benefits are\n not influenced. The late fee shall be calculated from the day when\n those fees are due to the day when Party B pay off all the fees\n mentioned above, the late fee and other charges. Party B shall be\n liable for any fines resulting from the delay of payment for the\n charges of water, electricity and telephone.\n\n12.7 Supplements to Clause 5.1:\n\n Under this contract, earnest shall be needed instead of deposit.\n\n (1) When signing this contract, Party B shall pay a certain amount of\n money stipulated in the forth part of the Annexed Table Two of the\n contract as earnest, so as to guarantee that Party B shall perform\n and abide by all the clauses of this contract. Party A shall take\n the earnest in custody during the whole pre-lease and lease term,\n and shall not be entitled to pay the interest of the said earnest to\n Party B.\n\n (2) Provided that Party A's other rights stipulated in this contract are\n not influenced, Party A shall return the earnest back to Party B\n with no interest in 30 days after the contract expires or expires in\n advance and Party B has returned the said tenements to Party A with\n completion of the settlement of all fees set by this contract.\n\n\n\n\n\n -13-\n\n\n12.8 Supplements to Clause 6.1 and Clause 6.3:\n\n (1) Party A shall only be responsible for the maintenance of the\n structure of the said tenements (except those prescribed by the\n contract). Moreover, Party A shall be also responsible for the\n maintenance of the public area of the plaza.\n\n (2) Party B shall allow Party A, with a written notice to Party B 24\n hours ahead, to examine the maintenance condition of the said\n tenements, make an inventory of the annex and carry out necessary\n reparation and upkeep projects at any reasonable time, no matter\n whether any repairman is followed or any tools are carried or not.\n\n (3) In any emergency, Party A shall be accompanied by Party B to enter\n the said tenements during office hours. During non-office hours or\n Party B is not reachable, Party A or any authorized representative\n shall bear the right to enter the said tenements without informing\n Party A in advance and Party A shall not be held liable for any\n losses resulting from the damages caused by violent entry. However,\n Party A shall give an account of the situation in a written form to\n Party B afterwards.\n\n (4) Party B shall inform Party A and the Management Office in oral or\n written from any situations listed as follows: any damages to the\n said tenements, anyone injured inside the said tenements, any fire\n alarm or accidents, any damages, ruptures or disfigurements of the\n water pipe channels, electrical wires, facilities, annexes or other\n equipments inside the said tenements.\n\n12.9 Supplements to Clause 6.2:\n\n (1) During the pre-lease term and lease term, Party B shall be\n responsible to keep the said tenements and the inside (including\n those facilities and equipments provided by Party A stated in the\n Appendix Three) in the original and good condition (except for\n natural diminution) available for lease. Party B shall be liable to\n carry out constant maintenance, renovation and color projects (no\n higher standard than to restore to the original condition) at his\n own expenses.\n\n (2) Party B shall make use of the central air conditioner facilities\n installed by Party A carefully and reasonably. Party A shall be\n provide maintenance service to the above-mentioned facility\n periodically and at any time when Party B requires with reasonable\n excuses, except for when damages are incurred for Party B's\n incorrect and negligent operation. All the fees shall be included in\n the management fees.\n\n (3) If the windows or the glasses of the said tenements are broken at\n Party B's fault, Party B shall be liable to pay or compensate Party\n A for all the fees\n\n\n\n\n -14-\n\n\n resulting from replacing the damaged windows or glasses of the said\n tenements.\n\n (4) Party B shall undertake all the responsibilities and compensate\n Party A and\/or the Management Office or any others for any personal\n injury or any losses caused directly or indirectly by Party B's\n misconducts as listed as follows:\n\n (i) Malfunction or disrepair of any electrical equipments, \n electrical facilities or electrical wires inside the said \n tenements;\n \n (ii) Water-pipe channels or water closets of the said tenements\n being jammed or damaged;\n\n (iii) Fire and smoke diffusing in the said tenements;\n\n (iv) Water leaking out or pouring down inside the tenements\n\n (v) Any damages to the public area of the Plaza by Party B.\n\n Party B's liabilities under this item include any charges for\n maintenance and reparation, any payouts made by Party A to those who\n claim compensation or rights due to either situations listed above,\n and all the expenses and fees incurred by Party A and\/or the\n Management Office's claiming compensation from Party B.\n\n (5) Party A shall have the right to, in an acceptable way from Party A's\n point of view, clean up and dispose any packing boxes, paper trays,\n wastes or any other obstructers left or unsettled by Party B without\n notifying Party B. Party A shall not bear any responsibility to\n Party B or any other third parties. Party B shall pay Party A for\n all the expenses and fees resulting from performing this item.\n\n (6) Should Party B fail to perform any maintenance or other projects,\n Party A or his employees and agents shall have to right to enter the\n said tenements and carry out maintenance or other projects. Party B\n shall be liable for all the expenses resulting from the maintenance\n or other projects.\n\n12.10 Supplements to Clause 6.4:\n\n (1) Should Party B intends to put up any fitment on the said tenements\n (including but not limited to interior fitment, segmentation,\n remedies, rebuilding or installation and replacement of any\n equipments and facilities), Party B shall ask for written consent\n for the concerning designing and blueprints from Party A and also\n from the relevant government sectors. Party B shall pay all the\n expenses for the application for approval to the government sectors.\n\n (2) Party B shall promise that the above-mentioned fitment projects\n shall not\n\n\n\n -15-\n\n\n affect other lessees' proper work inside the Plaza.\n\n (3) If Party B intends to maintain\/rebuild the fire fighting spraying\n system or carry out other projects that affect or may affect the\n main electromechanical system of the Plaza, Party B shall engage the\n contractor appointed in a written form by Party A and shall be\n liable for all the expenses for the project. Towards other\n maintenance and rebuilding projects, Party B may employ other\n intelligent contractors after Party A puts on record of it. The\n contractor employed by Party B shall comply with all the\n regulations, standards and amendants concerning maintaining. Party B\n understands and agrees that during the project, Party B shall be\n liable for any violations to the regulations, standards and\n amendants concerning the project above-mentioned by Party B or the\n contractor employed by Party B, including but not limited to\n compensations for any losses that Party A suffers.\n\n (4) Party B shall ensure to cover insurance from any insurance company\n for the said tenements and any risks that may occur during the\n project before starting the above-mentioned project. See insurance\n requirements in Annexed Table Five.\n\n (5) If any government sector, during the pre-lease term and lease term,\n requires the fitment of the said tenements (including but not\n limited to the fire fighting equipments) to be adjusted, Party B\n shall carry through the project according to the requirement of\n adjustments. Should the project affect other neighbor lessees, Party\n B shall be held liable solely for repairing any damages of the\n neighbor units and for all expenses resulting from the said\n reparation. Meanwhile, Party A shall not bear any responsibility for\n that and shall have the right to claim compensation from Party B if\n any losses are incurred to Party A.\n\n (6) If any government sector, during the pre-lease term and lease term,\n requires the fitment of the said tenements (including but not\n limited to the fire fighting equipments) to be adjusted, Party B\n shall provide any necessary assistance and cooperation in accordance\n with the requirements from Party A or the Management Office to meet\n the adjustments. In case of any economic loss generated by other\n parties, Party B shall consult with the neighbor lessees personally.\n Party B shall not refuse or postpone providing above-mentioned\n assistant or cooperation with the excuse of disagreement with the\n neighbor lessees. Should any losses resulted, Party B shall be held\n responsible while Party A shall not bear any liability.\n\n12.11 Supplements to Clause 7.1 and Clause 7.2:\n\n (1) Party B shall contact the relevant department of Party A (including\n but not\n\n\n\n\n -16-\n\n\n limited to the Management Office) for returning of the said\n tenements to Party A in seven days before the antecedent end of the\n pre-lease term or before the end or antecedent end of the lease\n term. Party B shall, according to the contract, retrocede the said\n tenements and the annexes, equipments and accessories with the\n original or the normal condition for use accepted by Party A in a\n written form (except the natural wastage during the pre-lease term\n and lease term of the said facilities). In the same breath, Party A\n shall cede all the keys to every part of the Plaza (if any) to Party\n A.\n\n (2) If the said tenements are not in the condition as prescribed in the\n first item when returned, Party A shall be entitled to undertake\n appropriate maintenance and restoration. All expenses and charges\n (including the rent after the expiration of the contract) shall be\n due to Party B. Party A shall have the right to deduct those\n expenses and fees from the earnest; and if the earnest insufficient,\n to claim compensation for the rest from Party B.\n\n (3) In case that Party B has made essential modification in the said\n tenements during the fitment period, Party B shall contact the\n Management Office to arrange the restoration project so as to revert\n the said tenements in the original condition to Party A on the date\n of the expiration of the contract. Otherwise, hereunder the Item (2)\n of this clause, Party B shall pay for the restoration and the rent\n during the restoration period.\n\n12.12 Supplements to Clause 8.1, Clause 8.2 and Clause 8.3:\n\n Without obtaining a written consent from Party A, Party B shall not\n assign, sublet or relet the said tenements, any part or any equities of\n the said tenements to any other third parties (hereinafter referred to as\n the Sub-lessee). Party A shall enjoy a unique and exclusive right to make\n the said decision, giving considerations to those subjective or objective\n factors, including but not limited to the economic strength of the\n sub-lessee, the usage of the said tenements by the sub-lessee and others\n that deserve consideration. In the event that Party A decides to grant the\n said written consent to Party B; Party B shall ensure that the sub-lessee\n shall conform to and perform all the clauses and conditions, then agree to\n sign a contract with the same content and form as this one and pledge not\n to violet the contract.\n\n12.13 Supplements to Clause 8.4 and Clause 11.1: \n\n Party A shall have the right to sell the said tenements without notifying\n Party B at any time during the pre-lease term and lease term. When\n intending to mortgage the said tenements, Party A dose not have to notify\n Party B in writing of that nor to consult Party B on the purchase of it\n before negotiating to dispose the said tenements. Herein, Party B declares\n\n\n\n\n -17-\n\n\n definitely to abandon the right to be informed and the priority to\n purchase the said tenements prescribed in Clause 8.4 and Clause 11.1 and\n endowed by any law. Any changes of the property rights of the said\n tenements during the pre-lease term and lease term shall not affect the\n effectiveness of this contract. Party A shall urge the assign to confirm\n Party B's rights under this contract.\n\n12.14 Supplements to Item (4), Clause 7.1: \n\n (1) In case that the said tenements or the major part of it are too\n damaged to be utilized or possessed for any force majeure, and that\n the said tenements are not maintained or rebuilt in one month;\n either party may rescind the contract by written notification. Under\n such circumstances, Party A shall not be responsible for the\n maintenance or restoration. Party B may cease or reduce payment of\n compensation fund\/rent according to the damage level from the next\n day of the destruction, until the said tenements are maintained or\n rebuilt.\n\n (2) This contract shall be terminated upon acceptance of a written\n notification made by either party to another in accordance with the\n this item, based on the premise that either party's claim for\n compensation before the expiration of this contract or rights to the\n breach of the contract stay valid, and that Party A's rights to ask\n Party B to pay the compensation fund\/rent and other fees prior to\n the said tenements being damaged or ruined are not affected.\n\n12.15 Supplements to Clause 9.2:\n\n Party A shall be entitled to rescind the contract at any time after\n either of the following circumstances happens and retract the said\n tenements or any part of them on the premise that any other rights\n of Party A empowered by laws, regulations and this contract:\n\n (1) Party B fails to pay the compensation fund\/rent, management fees and\n other charges 30 days after the deadline according to the contract\n (no matter whether Party A has made any forms of dun or not).\n\n (2) Party B severely breaches any other stipulations of this contract\n that shall be abided and performed by Party B.\n\n (3) Party B is bankrupt or enters into liquidating procedure (except\n liquidations cause by re-combinations or mergers with Party A's\n consent).\n\n12.16 Clause 10.6 of the contract shall be modified as:\n \n If Party B terminates the contract without obtaining any written consent\n from Party A, Party B shall pay all the charges and expenses unpaid but\n shall be paid for the actual lease term and compensate Party A three\n months' compensation fund\/rent as anticipated interests. Party A can not\n only take all\n\n\n\n -18-\n\n\n the earnest and the compensation fund\/rent pre-paid by Party B according\n to the contract to take out the above-mentioned funds and anticipated\n interests; and if any deficiency, Party A may ask Party B to pay the rest.\n\n12.17 Both parties shall make the following arrangement concerning the insurance\n of the said tenements during the lease term and the pre-lease term:\n\n (1) Party A advises that Party B shall buy insurance for any ventures of\n the said tenements from the insurance company during the pre-lease\n term and lease term at his own expenses, and shall list Party A as\n the Co-Insurant in the blank of \"Insurant\" on the guarantee slip.\n Requirements for insurance are available in Annexed Table Five.\n\n Party A advises that Party B, being requested by Party A at any\n time, shall bring forth the guarantee slip and the certifications of\n full payment for the said insurance released by the insurance\n company to Party A.\n\n (2) Party B shall neither make any conducts leading to nullification of\n the fire insurance or other insurance (including that for the third\n party) of the Plaza or any part of it, nor make any conducts or\n allow anyone to perform that kind of conducts that results in the\n increase of the premium for the insurance.\n\n Should the premium increase because of any conducts by Party B,\n Party A shall be entitled to ask Party B to pay the increased\n premium based on the premise that Party A's other rights and\n remedies are not affected.\n\n12.18 Party B agrees herein that, if water supply (if any), power supply or air\n conditioning fail to be served of the said tenements or any public\n facilities (including parking plot and elevators etc.) of the Plaza cease\n to operate for any reason beyond Party A's control, Party A shall not be\n entitled to be responsible for any parties involved. Either party shall\n bear no responsibility if the said tenements are destroyed or Party B\n suffers any losses for any force majeure.\n\n Guards, managing staff, machines of any nature and electric guard against\n theft system (if any) provided by Party A to the Plaza and the said\n tenements shall not be considered as that Party A is responsible for\n watching and guarding the said tenements and the properties inside. Party\n B shall take the responsibility for his leasehold and the properties\n inside at any time. Party B shall not reduce or discontinue the rent or\n any other charges that should be paid to Party A stipulated by the\n contract for any issues concerning the public security.\n\n12.19 Rights and duties of Party A:\n\n\n\n\n -19-\n\n\n (1) During the pre-lease term and lease term, Party A shall be entitled\n to adjust the management fees according to the change of the actual\n operational costs of the Plaza.\n\n (2) Requirements or collections of the late fees made by Party A\n according to the contract to Party B shall not impair or affect any\n rights and right of remedies (including the right to take back the\n said tenements) entitled to Party A by the contract.\n\n (3) Party A's acceptance of compensation fund for use\/rent, management\n fees and other charges from Party B shall not be considered as\n abandon of rights to hold Party B responsible for breach of any\n stipulations of this contract.\n\n (4) Party A's once or even repetitious forgiveness of Party B's breach\n of the contract shall neither be considered as the evidence that\n Party A would abandon the rights to hold Party B liable for any\n sequent breaches of the contract in days to come, nor weaken or\n affect Party A's rights and right of remedies to Party B's breach of\n the sequent contract in days to come. Any conducts or no conducts at\n all by Party A shall not be considered as abandon to hold Party B\n responsible for breaches of the contact, unless Party A declares in\n a written form to abandon the right to hold Party B liable for\n breaches of the contract.\n\n (5) Party A shall have the right to accompany any intending lessees or\n people concerned to inspect the said tenements at any reasonable\n time in three months prior to the antecedent ending of the pre-lease\n term or the ending and the antecedent ending the lease term.\n\n (6) Party preserves the right to name the Plaza. Party A shall have the\n right to re-name the Plaza least one month after notifying Party B\n of that, bearing no responsibility to compensate Party B or any\n others for the re-naming.\n\n (7) Party A preserves the right, unnecessary to ask for consent from\n Party B, to change, renew, and close down any public areas of the\n Plaza or part of it, including passages, doors, windows, electric\n facilities, wires and cables, water pipes and channels, gas pipes,\n elevators, automatic stairs, fire fighting facilities, public\n security guarding facilities and air conditioning facilities etc.,\n as well as the right to modify the holistic structure, layout and\n arrangement in those public areas of the Plaza. Party A shall not be\n held liable for any influence or losses that Party B suffers for\n those conducts mentioned above, which if, have not interrupted Party\n B's normal office work.\n\n (8) Party reserves the rights to make, modify or introduce, adopt and\n abolish\n\n\n\n\n -20-\n\n\n any management regulations and rules that are necessary to operate\n and maintain the Plaza as a first class comprehensive mansion. Those\n regulations and rules shall come into force upon a written\n notification made by Party A to Party B.\n\n (9) Party A shall pay all taxes according to laws, regulations for the\n lease to the relevant government sector during the pre-lease and\n lease terms.\n\n (10) During the pre-lease and lease terms, Party A shall maintain those\n public areas and facilities (including roof, main structures, walls,\n main water pipes, main wires and cables, elevators, automatic\n stairs, fire-fighting and security-guiding equipments, air\n conditioning equipments) in clean condition for normal use.\n\n (11) When signing this contract, air conditioning service shall be\n available from 8:00 to 18:00, Monday to Friday. After receiving\n reasonable notification that extra air conditioning service outside\n the normal service hours is needed and collecting the relevant\n charges from Party B, Party A shall do his best to provide the said\n air conditioning service.\n\n12.20 Rights and Duties of Party B:\n\n (1) After paying compensation fund for use\/rent, comply with and perform\n all stipulations that shall be complied with and performed by Party\n B under this contract, Party B shall have the right to occupy and\n use the leasehold without being disturbed by Party A and any\n representatives of Party A.\n\n (2) Party B shall conform strictly to all management regulations and\n rules of the Plaza, including but limited to Fitment Guidance for\n lessees of the United Plaza and Office Building Users Manual of the\n United Plaza. The above-mentioned regulations and rules shall take\n effect upon any written notification made by Party A to Party B.\n\n (3) During the pre-lease and lease terms, Party B shall not delegate the\n rights to use or occupy the said tenements or even part of them to\n any third party.\n\n (4) In case that Party B changes its name, Party B shall inform Party A\n of the modification, submit the relevant information, register the\n modification for record and fulfill the concerning formalities to\n the management sector of Party A.\n\n (5) Party B shall urge the assignees (except those who have direct\n agreement or commitment with Party A), haeres, employees, servants,\n agents, contractors and any relevant parties (hereinafter referred\n to as the said people) to comply with and perform any contractual\n stipulations and rules. Any willful actions or misconducts by the\n said people shall be considered as those conducted by Party B and\n hence\n\n\n\n\n -21-\n\n\n Party B shall pay all fees, expenditures and compensations that\n Party A pays to any third parties. Under this contract, any\n stipulations that restrain Party B from carrying out or conducting\n any activities shall also contain that Party B shall not authorize,\n allow or prompt said people to carry out or perform the\n above-mentioned activities.\n\n (6) Party B shall apply for necessary license, ratification or permit\n (if stipulated) from the relevant government sector before carrying\n through business. Party B shall ensure that all the licenses,\n ratification or permit to be valid throughout the pre-lease and\n lease terms and to meet the relevant requirements. Furthermore,\n Party B shall ensure the business operation inside the said\n tenements to respond to the relevant laws and regulations.\n Otherwise, Party B shall be responsible for all liabilities and\n consequences caused by its improper actions.\n\n (7) During the pre-lease and lease term, Party B shall not rebate the\n compensation fund for use\/rent, the management fee and any other\n fees for any reason unless stated in the contract.\n\n (8) Party B shall, in accordance with Party A's demand, provide any\n documents used for the registration of this contract for record,\n modification and termination of the registration; sign any documents\n and pay all the relevant fees (including but not limited to the fee\n for the modification of registration, if any).\n\n12.21 Settlement to Party B's Breach of the Contract \n \n On condition that Party A's other rights under this contract are not\n affected (including the right to take back the said tenements in advance\n and terminate the contract), and if Party B breaches any items of payment\n liabilities under this contract during the pre-lease and lease term; Party\n A shall have the right, after delivering a written notice to Party B, to\n cancel water supply, power supply, air conditioning service or any other\n service, or to take some other forms of legal measurements until Party B's\n said breaches are corrected. However, Party B shall be responsible for any\n consequents and fees resulted from that (including fees for re-connecting\n the water and power supply).\n\n If Party B fails to return the leasehold to Party A upon the expiration or\n termination ahead of schedule, both parties agree herein that Party A\n shall have the right to enter the said tenement to dispose the articles\n inside in the following ways and then put out the said tenement to other\n lessees.\n\n Party A shall have the right to dispose by any ways those articles left\n inside the said tenement by Party such as decorations, furniture,\n equipments, objects, materials, facilities and etc, which shall be\n considered to be abandoned by Party B. Party B shall not dissent nor affix\n the responsibility or ask for compensation from Party A. Meanwhile, Party\n A shall be entitled\n\n\n\n\n -22-\n\n\n to demand Party B to compensate for any expenditures caused by cleaning,\n clearing or disposing the articles, or to deduct the said expenditures\n from the earnest before returning to Party B. If the earnest is less than\n the expenditures mentioned above, Party A shall have the right to ask for\n the rest compensation from Party B.\n\n12.22 Both parties shall share any relevant stamp duty and registration fee\n equally, and prorate other fees according to those stipulations set by the\n relevant departments. Party B shall be responsible for any fees caused by\n the notarization of this contract if Party requires. Party A shall\n register the contract for record to the concerned government sector in 15\n days since the date of this contract being notarized.\n\n12.23 Both parties shall pay any fees and expenditures resulted from engaging\n legal representatives respectively.\n\n12.24 Any registered posts containing any documents or notices that shall be\n sent to one party according to the contract, which are mailed to the\n following address or any other address that has been notified to one party\n by another by registered mails, shall be considered to have been delivered\n to the addressee in 3 days since the date of mailing. Any express mails\n containing any documents or notices shall be considered to have been\n delivered to the addressee on the same day of mailing. Before one party\n receives the notification of address modification from other party, the\n other party's address shall be the previous one.\n\n Address of Party A: United Plaza, No. 1468, Nanjing West Street, Shanghai\n Addressee: Mr. Hou Jianping\n\n Address of Party B: No. 1, Jia, Wanquanzhuang, Haidian District, Beijing\n Addressee: Mr Mao Daolin\n\n12.25 In case of any difference between items of Annexed Table Seven, serving as\n the complementary and modification to the contract, and those of this\n contract, items of Annexed Table Seven shall be the right version.\n\n12.26 This contract shall be the all agreements concerning the contract between\n both parties and replace any relevant oral and written agreements made\n previously to this contract. Both parties have granted sufficient concerns\n to any items of this contract, including but not limited to those items\n concerning both parties' respective or common limitation or exoneration of\n liability, and both parties agree to confirm the above-mentioned content\n by signing this contract.\n\n\n\n\n\n -23-\n\n\n ANNEXED TABLE ONE\nPART ONE\n\nDate of Delivery: July 1, 2002\n\nPeriod of Fitment: Two months since the date of delivery, that is, from July 1,\n 2002 to August 31, 2002\n\nStarting Date of Pre-lease: date of delivery\n\nPre-lease Term: from the starting date of pre-lease to the previous day of the\n starting date of the lease\n\nStarting Date of Lease: signing day of the Letter of Transfer stipulated as the\n Item (5), Clause 12.3 of the contract\n\nLease Term: from the starting date of the lease to the previous day of the 36th\n month since the starting date of the pre-lease\n\nPre-lease and Lease Term: from September 1, 2002 to August 31, 2002\n\nPeriod of Rent-free: Three months of rent shall be free of charge.\n\n During the lease term, from August 1, 2003 to August 31, 2003; August 1,\n 2004 to August 31, 2004; August 1, 2005 to August 31, 2005, rent shall be\n free of charge.\n\nPART TWO\n\nCompensation Fund for Use: Party B shall pay compensation fund for use of the\n said tenements to Party A monthly during the pre-lease term. The specific\n amount of the said fund, the date and the type of payment are the same\n with the stipulation concerning rent.\n\nRent: During the lease term, Party B shall pay rent to Party A monthly. The\n monthly rent for the said tenements is 16,163.72 US $.\n\nAccounts in Banks:\n\n Account in US $\n Bank: Shanghai Branch, China Industrial & Commercial Bank\n Name: Shanghai Four Seasons Tongren Real Estate Development Co., Ltd\n Account No: 1001207409148012749\n\n Account in Chinese RMB\n Bank: Shanghai Branch, China Industrial & Commercial Bank\n Name: Shanghai Four Seasons Tongren Real Estate Development Co., Ltd\n Account No: 1001207419206567497\n\nModification of Exchange Rate: This clause shall be applied if Party B pays the\n compensation fund for use\/rent, management fees and earnest (hereinafter\n referred to as the said fees) in Chinese RMB instead of US dollars. The\n exchange rate shall be the middle price provided by People's Bank of\n China\n\n\n\n -24-\n\n\n on the day when the said fees shall be paid.\n\nPART THREE\n\nBuilding Area: The building area of the said tenements is 966.2 square meters.\n\n ANNEXED TABLE TWO\n\nPART ONE\n\nManagement Fees: US $ 3,671.56 per month during the first year since the \n starting date of the pre-lease\n\nCharges for Overtime Air-Conditioning Service: 0.30 Chinese RMB per hour for \n every square meter\n\nPART TWO\n\nOther Charges: Party B shall pay all the charges and expenses, like charges for\n communication (if any), water (if any) and power that are entitled to\n Party A and regulated to be paid by the lessee according to the relevant\n stipulations made by the state and local authorities.\n\nPART THREE\n\nUsage: The said tenements shall only be used as offices.\n\nPART FOUR\n\nEarnest: equivalent to three months' compensation fund\/rent and management fees,\n that is, US $ 59,505.84\n\nPART FIVE\n\nModification of Exchange Rate: This clause shall be applied if Party B pays the\n compensation fund for use\/rent, management fees and earnest (hereinafter\n referred to as the said fees) in Chinese RMB instead of US dollars. The\n exchange rate shall be the middle price provided by People's Bank of\n China on the day when the said fees shall be paid.\n\n\n\n\n -25-\n\n\n ANNEXED TABLE THREE\n Details of Both Parties\n\nParty A: Shanghai Four Seasons Tongren Real Estate Development Co., Ltd\nRegistered Address: No. 1468, Nanjing West Street, Shanghai\nMailing Address: No. 1468, Nanjing West Street, Shanghai\nRetained Representative: Hou Jianping\nJob Title: General Manager\nTel: 62792584\nFax: 62794327\n\n\nParty A: Beijing Stone Rich Information Technology Co., Ltd\nRegistered Address: No. 1, Jia, Wanquanzhuang, Haidian District, Beijing\nMailing Address: No. 1, Jia, Wanquanzhuang, Haidian District, Beijing\nRetained Representative: Mao Daolin\nJob Title: Chief Executive Officer\nTel: 65665009\nFax: 85801740\n\n\n\n\n -26-\n\n\n ANNEXED TABLE FOUR\n Party A's Standard Charging List\n\nParty B shall pay all the fees listed below before entering into the said\ntenements for fitment with Party A's permission:\n\n 1. Entry fees for fitment shall be 30 Chinese RMB per square meter,\n calculated in terms of building area stipulated in this contract,\n including Party A's fees for examining blueprints, clearing and\n transporting the fitment garbage, temporarily using water and power\n as well as managing the fitment site.\n\n 2. The deposits for the fitment of the said tenements and temporary use\n of water and power total 20 Chinese RMB per square meter, and shall\n be calculated by the building area according to the contract and be\n paid upon completion of the fitment. Party A shall return the said\n deposits (with no interest) back to Party B after deducting those\n compensation fund for any damages caused by Party B to Party A and\n other charges (if any) that Party B shall pay Party A. If the\n deposits are less than the charges deducted, Party B shall\n complement the balance upon receiving any written notice from Party\n A.\n\n 3. Deposit for passes made for fitment workers shall be 20 Chinese RMB\n per card for each worker (excluding 5 Chinese RMB cost for making a\n pass). Party B shall return all the passes for workers to Party A\n after the fitment is finished. Party A shall refund the relevant\n part of the deposits (cost for making a pass shall not be refunded)\n to Party B upon receipt of the said passes for fitment workers.\n\n Besides, Party B shall be entitled to apply for any official\n remarks, approve or permit (if any) regarding the said tenements\n from the relevant department of Shanghai government including but\n not limited to quality control, fire protection and sanitation.\n Party B shall be responsible for all the relevant charges.\n\n Party A may provide assistance concerning above-mentioned\n applications to Party B.\n\n\n\n\n -27-\n\n\n ANNEXED TABLE FIVE\n\n Requirement for Insurance\n1.\n\n1.1 Party B shall cover a whole civil engineering insurance (including public\n responsibility insurance) for the fitment inside the leasehold at his own\n expenses and maintain them valid during the whole fitment period. The\n above-mentioned insurance (including public responsibility insurance)\n shall meet the requirements listed below:\n\n (9) A domestic universal policy of whole civil engineering insurance\n (including public responsibility insurance) shall be adopted;\n\n (10) Party A, Party B and the contractor shall be listed as the policy\n holders;\n\n (11) The maturity of the policy shall be kept congruous with the period\n of the fitment;\n\n (12) Amount insured for the losses of materials in the policy shall be\n enough to compensate the total price of the project;\n\n (13) Amount insured for the public responsibility in the policy shall\n meet the requirements of Party A;\n\n (14) The policy shall include the following special additional articles: \n - Article of Cross Liability \n - Article of Developer's Property Liability \n - Article of Abandon of subrogation between insurants\n\n1.2 Lowest amount insured shall be 3,000,000 Chinese RMB. Before entry into\n the site for fitment, Party B shall provide the said policy and the\n payment receipts to Party A for review. During the period of fitment,\n Party A shall have the right to request Party B to supply certifications\n showing that the insurance is valid and satisfactory. If Party B fails to\n provide above-mentioned certifications, Party A shall have the right to\n prohibit the construction or cover the insurance for in place of Party B,\n who then shall be held responsible for the premium.\n\n2. Requirements for Insurance during the Pre-lease and Lease Term \n\n2.1 Party A advises Party B to cover public liability insurance for the\n business conducts during the pre-lease and lease term, and maintain the\n insurance valid through the whole pre-lease and lease term. The insurance\n shall meet the following requirements:\n\n (1) A domestic universal policy of public liability insurance shall be\n adopted (2)\n\n\n\n\n -28-\n\n\n (2) Party A and Party B shall be listed as the policy holders;\n\n (3) The maturity of the policy shall be kept congruous with the period\n of the fitment;\n\n (4) Amount insured in the policy shall meet the requirements of Party A;\n\n (5) The policy shall contain the following special additional articles:\n - Article of Fire and Explosion\n - Article of Modification to the Buildings\n - Article of Food Stuffs and Drinks Liability\n - Article of Ads and Decorations Installation Liability\n - Article of Personal Violation Liability\n - Article of Vehicles' Loading and Unloading Liability\n - Article of Cross Liability\n - Article of Abandon of subrogation\n - Article of Liabilities to Lessees\n\n1.3 Lowest amount insured shall be 3,000,000 Chinese RMB. \n\n In 15 days since the start of the pre-lease or lease term, Party B shall\n provide the said policy and the payment receipts that can prove the\n effectiveness of the insurance to Party A for review. During the pre-lease\n and lease terms, Party A shall have the right to request Party B to supply\n certifications showing that the insurance is valid and meets the\n requirements of this contract. If Party B have not any reasonable\n certifications and fails to provide above-mentioned certifications, Party\n A shall have the right to cover the insurance for in place of Party B, who\n then shall be held responsible for the premium.\n\n3. Party A also suggests Party B to cover property insurance for Party B's\n own properties.\n\n\n\n\n -29-\n\n\n ANNEXED TABLE SIX\n\n Letter of Transfer of Commodity Tenements' Use\n\nBoth parties have completed examination and transfer of the commodity tenements\nfor pre-lease according to the Pre-lease of Commodity Tenements Contract\n(Contract No: O-0037) on ____ (day) _____ (month) _____ (year) and herein\nconfirm that:\n\n1. The tenements delivered by Party A to Party B is located at Suite 1802, 1803,\n1804, 1805 on the 18th floor of the United Plaza, No. 1468, Nanjing West Street\n(hereinafter referred to as the said tenements). After examinations, Party B\nherein confirms that the said tenements conform to the transfer requirements\nstipulated in the supplementary terms to the pre-lease of commodity tenements\ncontract signed on _____ (day) ______ (month) ______ (year) by both parties\n(that is, the real estate developing company has fulfilled formalities of real\nestate initial registration, has obtained the certificate of real estate\nproperty for the newly-built commodity tenements with the certificate No.\n________ and the stipulations in Appendix Three have been complied with), hence\nParty B agrees herein to accept the said tenements.\n\n2. The building area under the on-the-spot survey of the said tenements is\n_______ Square meter (conducted by Shanghai Buildings and Lands Mapping Center\nwhich is approved by Shanghai Buildings and Lands Administration Bureau).\nAccording to the relevant agreement of the commodity tenements' pre-lease\ncontract that rent for each square meter is US $ 0.55 per day, the monthly rent\nfor the said tenements shall be US $16,163.72.\n\n3. The day when signing the Letter of Transfer of Commodity Tenements for\nPre-lease shall be the starting date of the tenements' lease. The lease term of\nthe said tenements shall be three years from September 1, 2002 to August 31,\n2005.\n\nThis letter of transfer shall come into effect upon signatures by both parties.\n\nSignature of Party A:\nDate of Signing:\n\nSignature of Party B:\nDate of Signing:\n\n\n\n -30-\n\n\n ANNEXED TABLE SEVEN\n\nBoth parties confirm herein that:\n\n1. Party B shall carry on the fitment project inside the said tenements in\nstrict accordance with the stipulations of the contract concerning fitment but\nnot use them for other purposes (including the purposes stipulated in the third\npart of Annexed Table Two of this contract).\n\n2. During the pre-lease and lease terms, the monthly parking fees shall be \nUS $180 for each parking space.\n\n3. When this contract being signed, Party A shall provide air conditioning\nservice to Party B according to the following schedule (exempt from national\nlegal holidays):\n\n 8:00 - 18:00, from Monday to Friday\n\n4. Item (4), Clause 12.3 shall be amended as following:\n\n If Party A fails to deliver the said tenements to Party B for use on\nSeptember 1, 2002, Party A shall pay late fees to Party B according to the\nformula listed below (the actual date when Party A delivers the said tenements\nto Party B is hereinafter referred to as the Actual Delivery Date):\n\n Late fees = daily rent of the said tenements x number of days between\nSeptember 1, 2001 and the actual delivery date x 2\n\n\n\n -31-\n\n\n<\/pre>\n
\n
\nLeaser (Party A): Shanghai Four Seasons Leaser (Party A): Beijing Stone Rich
\n Tongren Development Co., Information Technology
\n Ltd Co., Ltd
\nNationality: PR China Nationality: PR China
\nAuthorized Representative: Hou Jianping Legal Representative: Mao Daolin
\nAddress: No. 1468, Nanjing West Street, Address: No. 1, Jia, Wanquanzhuang,
\nShanghai Haidian District, Beijing
\nPost Code: 200040 Post Code: 100089
\nTelephone: 62792584 Telephone: 65665009
\nSignature & Seal: \/s\/ Signature & Seal: \/s\/
\nDate of Signing: July 18, 2002 Date of Signing: July 4, 2002
\nPlace of Signing: Shanghai Place of Signing: Beijing
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