printer-friendly

Sample Business Contracts

Property Leasing Agreement - China Life Insurance (Group) Co. and China Life Insurance Co. Ltd.

Free Customizable Lease Forms

  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

Sponsored Links

                                ENGLISH TRANSLATION OF CHINESE LANGUAGE ORIGINAL

                           Property Leasing Agreement

                                     between

                      China Life Insurance (Group) Company

                                       and

                      China Life Insurance Company Limited

<PAGE>

                                TABLE OF CONTENTS

CLAUSE 1    PREMISES OF THE AGREEMENT........................................3

CLAUSE 2    SCOPE OF LEASE...................................................4

CLAUSE 3    LEASE TERM.......................................................4

CLAUSE 4    PAYMENT OF RENT..................................................5

CLAUSE 5    RIGHTS AND DUTIES................................................6

CLAUSE 6    FURTHER UNDERTAKINGS.............................................8

CLAUSE 7    AMENDMENT AND TERMINATION........................................8

CLAUSE 8    DEFAULT AND DAMAGES..............................................9

CLAUSE 9    REPRESENTATIONS AND WARRANTIES...................................9

CLAUSE 10   FORCE MAJEURE...................................................10

CLAUSE 11   MISCELLANEOUS...................................................11

CLAUSE 12   NOTICES.........................................................12

CLAUSE 13   GOVERNING LAW AND DISPUTE SETTLEMENT............................13

CLAUSE 14   SUPPLEMENTARY PROVISIONS........................................13

SCHEDULE I..................................................................15

SCHEDULE II.................................................................17

                                       2

<PAGE>

This Property Leasing Agreement (the "Agreement") is entered into on September
30, 2003 in Beijing, People's Republic of China ("PRC") by and between the
following two parties:

Party A: China Life Insurance (Group) Company
         Address: No. 5 Guan Ying Yuan Xi Qu, Xicheng District, Beijing
         Legal Representative: Wang Xian Zhang

Party B: China Life Insurance Company Limited
         Address: China Life Building, No. 16 Chao Wai Avenue, Chaoyang
         District, Beijing
         Legal Representative: Wang Xian Zhang

WHEREAS,

(1)  Party A is a wholly state-owned insurance company duly organized and
     existing under the laws of the PRC;

(2)  Party B is a joint stock insurance company with limited liability duly
     organized and existing under the laws of the PRC; and

(3)  In accordance with the Municipal Real Estate Law of the PRC, the Contract
     Law of the PRC, as well as other relevant laws and regulations, both
     parties wish to make fair and reasonable arrangements regarding the leasing
     or subleasing of real estate from Party A to Party B.

On the basis of mutual benefit and through friendly consultations, both parties
hereto have agreed to enter into this Agreement as follows:

                       Clause 1 Premises of the Agreement

1.1. Party A owns all the real property listed in Schedule I of this Agreement
     (hereinafter referred to as "Party A Real Property"). The Party A Real
     Property listed in Schedule I includes real property owned by Party A and
     its affiliates, and Party A's affiliates have agreed to have Party A to
     enter into this Agreement.

1.2. Party A is entitled to sublet all real property listed in Schedule II of
     this Agreement (hereinafter referred to as "Party A Leased Property").

1.3. The real property referred to in clauses 1.1 and 1.2 are collectively
     referred to in this Agreement as "Agreement Property".

                                       3

<PAGE>

1.4. Party A agrees to lease Party A Real Property and sublease Party A Leased
     Property to Party B in accordance with the terms and conditions of this
     Agreement for Party B's use as office space and Party B agrees to lease or
     sublease such properties as the case may be.

                             Clause 2 Scope of Lease

2.1. There is a total of 833 for sites Party A Real Property, having a total
     construction area of 637,143 square meters. The detailed description of
     such sites is set forth in Schedule II, which constitutes a part of this
     Agreement.

2.2. There is a total of 1,764 for sites Party A Leased Property, having a total
     construction area of 1,060,261 square meters. The detailed description of
     such sites is set forth in Schedule II, which constitutes a part of this
     Agreement.

2.3. The Agreement Property shall be deemed to have been delivered to Party B
     when Party B is duly organized. Party A shall ensure that the Agreement
     Property is in good condition satisfactory to Party B when delivered.

2.4. Both parties hereby agree that each party may, by giving written notice to
     the other party no later than November 30th of each year, reduce the number
     of properties under the lease in accordance with its business needs. Upon
     receipt of such notice from the other party, each party shall modify the
     Schedules of this Agreement accordingly and as per the requirements of
     Clause 11.4, and make adjustments to the rent payable for the following
     year in accordance with Clause 4.4 of this Agreement.

2.5. Both parties hereby agree that each party may, by giving written notice to
     the other party no later than November 30th of each year, increase the
     number of properties under the lease. If both parties agree to such
     increase before December 31 of such year, they shall modify the Schedules
     of this Agreement accordingly and as per the requirements of Clause 11.4,
     and make adjustments to the rent in accordance with Clause 4.4 of this
     Agreement.

                               Clause 3 Lease Term

3.1. Unless otherwise required by the listing rules of the Stock Exchange of
     Hong Kong Limited, this Agreement shall expire on December 31, 2005.

3.2. The term of the sublease under this Agreement shall be the term of the
     original head lease less the period during which Party A rented such
     sublease estates prior to the effective date of this Agreement, provided
     however, that such term shall not extend beyond December 31, 2005.

                                       4

<PAGE>

3.3. Except as otherwise provided in this Agreement, unless the prior written
     consent of the other party is obtained, a party may not terminate this
     Agreement or any of the estates set forth herein before the expiry date.

                            Clause 4 Payment of Rent

4.1. Rents for Party A Real Property under this Agreement shall be determined by
     reference to market rents or, if market rents are not readily available, by
     reference to the costs incurred by Party A in holding and maintaining such
     sites (including amortization of book value or depreciations, maintenance
     costs, property tax, business tax, supplementary fees, stamp tax, etc.),
     plus a reasonable profit margin of 5%. Party A shall be responsible for the
     payment of all taxes in connection with the lease of its Real Properties.

4.2. Rents for Party A Real Properties shall be based on the rental amounts set
     forth in the original head lease, plus all taxes required to be paid by
     Party A in connection with the sublease, including property tax, business
     tax, supplementary fees, stamp tax, etc.

4.3. Party B shall pay to Party A a proposed annual rent of RMB334.83 million
     (inclusive of management fees) in accordance with this Agreement, in
     respect of which RMB126.56 million is rent for Party A Real Properties and
     RMB208.27 million is rent for Party A Leased Property. Party B shall
     determine the final rent in accordance with Clauses 2.4, 2.5, 4.4 and 4.7
     of this Agreement.

4.4. To reflect changes in market rents and the number of properties leased
     under this Agreement, within one month before the end of each calendar
     year, the parties shall enter into a supplementary agreement to adjust the
     rent for the following calendar year.

4.5. From 2004 to 2005, the rents set forth in this Agreement shall be paid to
     Party A by Party B on a quarterly basis, with the amount of each payment
     being one quarter of the yearly rent. Each payment of rent shall be made
     before January 10th, April 10th, July 10th, and October 10th of each year
     (hereinafter referred to as "Payment Date")respectively. If a Payment Date
     does not fall on business day, the rent shall be paid on the last business
     day before the Payment Date.

4.6. The rent incurred by Party B during the period starting from the date when
     its business license is issued and ending on December 31, 2003 shall be
     paid by Party B to Party A before December 31, 2003.

4.7. Party B's quarterly rent shall be calculated as follows:

     (1)  quarterly rent payable to Party A shall equal sum total of the
          quarterly rent for each site leased from Party A.

                                       5

<PAGE>

     (2)  quarterly rent for each site shall equal the yearly rent of each
          estate divided by 365 (or 366 for leap years) and multiplied by the
          actual number of days that Party B uses such site.

4.8. Party B shall pay the rents above into the designated account of Party A.

                           Clause 5 Rights and Duties

5.1. As the lessor of the Agreement Property, Party A shall enjoy following
     rights:

     (1)  To collect rental payments in accordance with the provisions of this
          Agreement; and

     (2)  Other rights set forth in this Agreement.

5.2. As the lessor of the Properties under this Agreement Property, Party A
     undertake to perform the following obligations:

     (1)  Unless otherwise provided in this Agreement, Party A shall warrants
          that it has the right to lease the Party A Real Property in accordance
          with this Agreement, and that it has obtained all third party
          approvals required to sublease Party A Leased Properties in accordance
          with the original head lease entered into with such third parties and
          with this Agreement;

     (2)  Party A undertakes to adopt any necessary measures to make the
          Agreement Property and the leasing thereof in compliance with relevant
          laws and regulations. If Party B suffers any losses (including any
          economic losses) as a result of Party A's violation of such
          undertaking, Party A shall indemnify Party B and hold Party B harmless
          within thirty (30) days after Party B makes a claim for such loses in
          writing;

     (3)  To renew the lease for Party A Leased Property as per the requirements
          of Party B;

     (4)  During the term of this lease, to pay all property tax, business tax,
          supplementary fees, stamp tax, land utility fees and other lawful
          taxes and fees in connection with the leasing of Party A Real
          Property;

     (5)  During the term of this Agreement, if Party A desires to assign the
          ownership of Party A Real Property to a third party, it shall notify
          Party B. Party B shall have a right of first refusal in regard to such
          assignment under the same terms offered to the third party. If Party B
          forfeits its right of first refusal, Party A may assign the ownership
          of such property to a third party under such terms, provided, however,

                                       6

<PAGE>

          that such third party shall be legally bound as the lessor under the
          term of this Agreement;

     (6)  Party B may, by giving one month's prior written notice to Party A,
          reduce the number of properties under this Agreement in accordance
          with its business needs, and Party A shall agree to such reduction;

     (7)  Party A shall provide necessary assistance in a timely manner in
          response to all reasonable requests by Party B in regard to the use of
          the Agreement Property;

     (8)  Party A shall perform all of its obligations and duties as lessor in a
          timely manner. Party A shall not by any action or inaction affect
          Party B's normal use of the Agreement Property;

     (9)  Unless otherwise provided for in this Agreement, during the term of
          this Agreement, Party A shall not repossess all or any part of the
          Agreement Property or terminate this Agreement before the expiry date.

5.3. As the lessee of the Agreement Property, Party B shall have following
     rights:

     (1)  To occupy and use the Agreement Property in accordance with the
          provisions of this Agreement;

     (2)  In response to its business needs, to decorate and renovate Structural
          integrity thereof or the Agreement Property without affecting the
          structural integrity thereof or violating this Agreement or relevant
          laws and regulations. Expenses in connection with decoration or
          renovation shall be borne by Party B and such decoration and
          renovation shall not adverse affect the value of the sites and/or
          Party A's rights;

     (3)  To sublease any and all of the Party A Real Property under this
          Agreement with the prior written approval of Party A (this sublease is
          not applicable to the Party A Leased Property);

     (4)  In accordance with its business needs, to request to increase the
          number of properties under this Agreement, which Party A shall make
          its best efforts to satisfy;

     (5)  In accordance with its business needs, with one month's written notice
          to Party A, to request that Party A reduce the number of properties
          under this Agreement. Party A shall satisfy any such request from
          Party B;

     (6)  Not withstanding the above requirement, if any damages occur to a
          certain site for reasons not caused by Party B , Party B has the right
          to to make its own judgments regarding the extent of such damages. If

                                       7

<PAGE>

          such damages affect Party B's reasonable and normal use of such site,
          Party B may notify Party A in writing and request Party A to terminate
          the lease in respect of the affected site. Once such notice has been
          effectively given, the lease relationship (between the parties) with
          respect to such affected site shall be terminated. Party B shall not
          pay rent in respect of the affected site starting from the date when
          the damages occur. After Party A repairs the affected site, with the
          approval of Party B, both parties may restore such lease relationship
          starting from the date agreed upon by both parties and in accordance
          with the terms of this Agreement;

     (7)  Under the same terms, to purchase Party A Real Property pursuant to a
          right of first refusal when Party A plans to assign itsReal Property.

5.4. As the lessee of the Properties under this Agreement, Party B shall perform
     following duties:

     (1)  To pay rent in accordance with the terms of this Agreement;

     (2)  To repair the Agreement Property during the term of the lease (not
          including repairs involving the main structure of the sites), except
          for repairs and maintenance that shall be undertaken by a third party
          or the owner of the sites pursuant to an agreement between Party A and
          such third party;

     (3)  To be responsible for the payment of water, electricity, heating and
          repairs in connection with the Agreement Property, in addition to
          other fees arising due to the use of the Agreement Property during the
          term of the lease;

     (4)  To promptly return the Agreement Property to Party A upon the expiry
          or termination of this Agreement.

                          Clause 6 Further Undertakings

     Party A has the obligation to take any further actions, including the
     execution other relevant agreements, contracts or documents, necessary to
     effect the objective and termsof this Agreement.

                       Clause 7 Amendment and Termination

7.1. This Agreement shall be terminated under the following circumstances:

     (1)  The term of this Agreement expires;

                                       8

<PAGE>

     (2)  The parties hereto agree to terminate this Agreement before the
          expiration of the term;

     (3)  Applicable laws and regulations, or an adjudication, ruling or order
          of a court of complete jurisdiction or body of arbitration require the
          termination of this Agreement; or

     (4)  The termination of this Agreement pursuant to Clause 14.6 of this
          Agreement.

                          Clause 8 Default and Damages

8.1. A party shall compensate the other party for any direct and indirect
     economic losses caused as a result of any breach of this Agreement by such
     party.

8.2. Party A permits Party B to use the sites in respect to which Party A has
     not yet obtained full legal title and undertakes to use its best efforts to
     compete relevant procedures required to obtain full legal title. If the use
     by Party B of the Party A Leased Property is challenged, interfered with or
     the subject to any claim by a third party, Party A shall indemnify Party B
     and hold Party B harmless within 30 days after Party B files a written
     claim in connection therewith.

8.3. If the use by Party B is challenged, interfered with or the subject to any
     claim by a third party, Party A shall indemnify Party B and hold Party B
     harmless within 30 days after Party B files a written claim in connection
     therewith.

                     Clause 9 Representations and Warranties

9.1. Representations and Warranties of Party A

     (1)  Party A is a duly organized and existing wholly state-owned company
          with independent legal person status, holding a valid business license
          and having the legal right to possess, lease, and manage its assets
          and to execute and perform this Agreement;

     (2)  Party A has conducted its business in accordance with applicable law
          and has never engaged in any activities beyond its approved business
          scope;

     (3)  Party A has obtained all government approvals (if applicable) and
          internal authorizations for the execution of this Agreement, and this
          Agreement will be executed by its validly authorized representative so

                                       9

<PAGE>

          that upon such execution, this Agreement will be legally binding on
          Party A;

     (4)  Party A's execution of this Agreement and its performance of its
          obligations hereunder will not violate any laws or regulations, any
          other agreements or the bylaws of Party A;

     (5)  The term of the sublease conforms with clause 3.1 of this Agreement.

9.2. Representations and Warranties of Party B

     (1)  Party B is a duly organized and existing stock limited company with
          independent legal person status, holding a valid business license and
          having the legal right to possess, lease, and manage its assets and
          execute and perform this Agreement;

     (2)  Party B has conducted its business in accordance with applicable law
          and has never engaged in any activities beyond its approved business
          scope;

     (3)  Party B has obtained all government approvals (if applicable) and
          internal authorizations for the execution of this Agreement, and this
          Agreement will be executed by its validly authorized representative so
          that upon such execution, this Agreement will be legally binding on
          Party B;

     (4)  Party B's execution of this Agreement and its performance of its
          duties hereunder will not violate any laws or regulations, other
          agreements or the bylaws of Party B.

                             Clause 10 Force Majeure

10.1. If a party fails to perform all or part of its obligations under this
     Agreement due to an event of Force Majeure (meaning an event beyond the
     reasonable control of the affected party that is unforeseeable, or
     unavoidable and beyond remedy if foreseen, and which happens after the
     execution of this Agreement and renders the full or partial performance of
     this Agreement impossible or impracticable). Events of Force Majeure
     include but are not limited to floods, fires, draughts, typhoons,
     earthquakes, and other acts of God, traffic accidents, strikes,
     insurrections, turmoil and war (whether declared or not) and any action or
     inaction of any governmental authority). The performance of such
     obligations shall be suspended during the period during which such
     performance is affected by the event of Force Majeure.

10.2. The Party claiming to be affected by an event of Force Majeure shall
     notify the other Party in writing of the occurrence of such event as soon
     as possible,

                                       10

<PAGE>

     and shall, within 15 days after the occurrence of such event, provide the
     other Party by personal delivery or registered air mail with appropriate
     evidence in support of the occurrence of the event of Force Majeure and the
     period of its occurence. The Party claiming that its performance of the
     Agreement has become impossible or impracticable due to an event of Force
     Majeure shall make all reasonable efforts to eliminate or minimize the
     effects of such event of Force Majeure.

10.3. If an event of Force Majeure occurs, both Parties shall immediately
     consult with each other regarding the performance of this Agreement, and
     shall immediately resume their respective obligations under this Agreement
     upon the termination or elimination of the event of Force Majeure.

                             Clause 11 Miscellaneous

11.1. Unless otherwise provided for in this Agreement, a Party may not transfer
     all or part of its rights and obligations under this Agreement without the
     written consent of the other Party.

11.2. This Agreement and the attachments hereto constitute the entire agreement,
     and supersede all previous oral and written agreements, contracts,
     understandings and communications of the parties concerning the matters set
     forth herein.

11.3. Any provision hereof that becomes illegal, invalid or unenforceable will
     not affect the validity and enforceability of the other provisions of this
     Agreement.

11.4. Any amendment to this Agreement or its Schedules may be made only pursuant
     to written agreement executed by the authorized representatives of each
     Party and shall be approved by each party having taken taking appropriate
     corporate actions. If such amendment constitutes a material and substantial
     change to this Agreement, it shall become effective upon the notification
     of the HKSE or upon obtaining approval from the HKSE (subject to the then
     current requirements of the HKSE) and/or ratification at a shareholders'
     meeting of Party B (if applicable).

11.5. Unless otherwise provided for in this Agreement, any delay or failure on
     the part of any party hereto to exercise any right, power or privilege
     under this Agreement shall not operate as a waiver thereof, nor shall any
     single or partial exercise of any right, power or privilege preclude the
     exercise of any other right, power or privilege.

11.6. The Schedules hereto constitute an integral part of this Agreement and
     have the same binding effect on the parties hereto as if they had been
     incorporated into this Agreement.

                                       11

<PAGE>

                                Clause 12 Notices

12.  Notices and other communications required to be given by any party pursuant
     to this Agreement shall be written in Chinese, and may be delivered by hand
     or registered mail to the address of the other party or sent by facsimile
     transmission to the number of the other party set forth below. The dates on
     which notices shall be deemed to have been effectively delivered shall be
     determined as follows:

     (a)  Notices delivered by hand shall be deemed effectively delivered on the
          date of such hand delivery.

     (b)  Notices given by registered mail shall be deemed effectively delivered
          on the 7th day (if the last day falls on a Sunday or a public holiday,
          then such date shall be extended to the next working day) after the
          date on which they were mailed (as indicated by the postmark).

     (c)  Notices given by facsimile transmission shall be deemed effectively
          delivered at the time when the transmission is completed, provided
          that the sender shall produce the transmission report evidencing the
          successful transmission of relevant documents.

     The address and fax number of the parties for the delivery of notice are as
     follows:

     China Life Insurance (Group) Company:

     Address: No.5 Guan Ying Yuan Xi Qu, Xicheng District, Bejing

     Fax number: 010-6611 1567

     Telephone number: 010-6611 4433

     China Life Insurance Company Limited

     Address: China Life Building, No.16 Chao Wai Avenue, Chaoyang District,
     Beijing

     Fax number: 010-8565 2232

     Telephone number: 010-8565 9999

     If either party changes its address or fax number, it shall promptly notify
     the other party in writing of such change.

                                       12

<PAGE>

                 Clause 13 Governing Law and Dispute Settlement

13.1. This agreement shall be governed by and construed in accordance with the
     laws of PRC.

13.2. Any disputes arising from or in connection with this Agreement shall be
     resolved by both parties through friendly consultation. If the dispute
     cannot be settled in the aforesaid manner within ninety (90) days, either
     Party shall have the right to submit the dispute to the China International
     Economic Trade Arbitration Commission for arbitration to be conducted in
     accordance with the Commission's arbitration rules in effect at the time of
     the arbitration. The arbitration award will be final and binding on both
     parties.

                       Clause 14 Supplementary Provisions

14.1. This Agreement is written in Chinese.

14.2. After the execution of this Agreement by both parties' authorized
     representatives and the affixing of both parties' company seals, this
     Agreement shall become effective and its effectiveness shall retroactively
     commence as of the date when Party B's business license is issued.

14.3. After Party B has listed on the HKSE, the transactions contemplated by
     this Agreement shall constitute the associated transactions as described by
     the listing rules and according to the listing rules, such transactions can
     only be conducted after obtaining the exemption from HKSE or upon the
     approval of independent shareholders or conforming to any other
     stipulations concerning associated transactions in the listing rules.
     Therefore, the performance of this Agreement relating to such associated
     transactions shall be on the premise of the obtaining of the approval from
     HKSE or upon conforming to any other stipulations concerning the associated
     transactions in the listing rules. Both parties undertake to observe the
     relevant stipulations of the listing rules.

14.4. If the HKSE exemption contains additional conditions, this Agreement shall
     be performed in accordance with such additional conditions. Both Parties
     undertake to strictly observe such conditions.

14.5. If the HKSE exemption for such related party transactions is retracted,
     rescinded, or becomes ineffective, and such transactions do not comply with
     the requirements concerning related party transactions in the listing
     rules, the performance of this Agreement relating to such transactions
     shall be terminated.

14.6. If the performance of all transactions contemplated by this Agreement is
     terminated pursuant to Clause 14.5, this Agreement shall be terminated.

                                       13

<PAGE>

14.7. This Agreement has been executed in four (4) originals, with one to be
     held by each party. One of the remaining two originals shall be submitted
     to the real property administration for registration, and the other shall
     be kept by Party B as a restructuring document for future reference. Each
     of these four originals has the same force and effect.

Party A:                                Party B:

China Life Insurance (Group) Company    China Life Insurance Company Limited
               (Seal)                   (Seal)

Legal Representative/                   Legal Representative/
Authorized Representative (Signature)   Authorized Representative (Signature)

                                       14

<PAGE>

SCHEDULE I

                          List of Party A Real Property

-------------------------------------------------------------------------------
                                                                    Annual rent
           Classification              No. of Sites   Area (m/2/)      (yuan)
-------------------------------------------------------------------------------
01 Anhui branch                              43          25,257       4,984,372
-------------------------------------------------------------------------------
02 Beijing branch                             1             426         600,000
-------------------------------------------------------------------------------
03 Dalian branch                              2           3,298       1,150,000
-------------------------------------------------------------------------------
04 Fujian branch                             24          11,035       1,067,788
-------------------------------------------------------------------------------
05 Gansu branch                              92          45,179       7,263,574
-------------------------------------------------------------------------------
06 Guangxi Autonomous region branch          18          27,261       5,660,370
-------------------------------------------------------------------------------
07 Guangdong branch                          93          56,375      11,208,394
-------------------------------------------------------------------------------
08 Guizhou branch                            16           5,207       1,116,434
-------------------------------------------------------------------------------
09 Hainan branch                              7           5,394         457,445
-------------------------------------------------------------------------------
10 Hebei branch                               8           7,755       1,301,398
-------------------------------------------------------------------------------
11 Henan branch                              34          39,874       3,428,141
-------------------------------------------------------------------------------
12 Helongjiang branch                        18          11,351       4,641,909
-------------------------------------------------------------------------------
13 Hubei branch                              24          15,413       3,425,663
-------------------------------------------------------------------------------
14 Hunan branch                              11          13,236       1,632,246
-------------------------------------------------------------------------------
15 Jilin branch                              38          35,846       5,218,363
-------------------------------------------------------------------------------
16 Jiangsu branch                            39          41,839      11,603,160
-------------------------------------------------------------------------------
17 Jiangxi branch                            30          12,484       1,565,752
-------------------------------------------------------------------------------
18 Liaoning branch                           15          16,319       2,810,148
-------------------------------------------------------------------------------
19 Nemenggu Autonomous region branch         11           8,582         957,044
-------------------------------------------------------------------------------
20 Ningbo branch                             16           4,633         559,300
-------------------------------------------------------------------------------
21 Nixia Autonomous region branch             9           1,662          38,800
-------------------------------------------------------------------------------
22 Qingdao branch                             8           8,930       4,733,702
-------------------------------------------------------------------------------
23 Qinghai branch                             2             474          34,511
-------------------------------------------------------------------------------
24 Shandong branch                           35          53,397      15,406,069
-------------------------------------------------------------------------------
25 Shanxi branch                             31          29,454       5,980,298
-------------------------------------------------------------------------------
26 Shaanxi branch                            11           8,907       1,426,572
-------------------------------------------------------------------------------
27 Shanghai branch                            5           3,834       1,399,102
-------------------------------------------------------------------------------
28 Shenzhen branch                            9           7,476       1,716,547
-------------------------------------------------------------------------------
29 Sichuan branch                            42          33,173       5,266,383
-------------------------------------------------------------------------------
30 Tianjin branch                            --              --              --
-------------------------------------------------------------------------------
31 Xiamen branch                              1             942         106,192
-------------------------------------------------------------------------------
32 Xinjiang autonomous region branch         11           5,153       1,062,368
-------------------------------------------------------------------------------

                                       15

<PAGE>

-------------------------------------------------------------------------------
33 Yunnan branch                             70          49,266       7,460,824
-------------------------------------------------------------------------------
34 Zhejiang branch                           49          37,649      10,154,552
-------------------------------------------------------------------------------
35 Chongqing branch                          10          10,063       1,123,498
-------------------------------------------------------------------------------
36 headquarters                              --              --              --
-------------------------------------------------------------------------------
   Total                                    833         637,143     126,560,920
-------------------------------------------------------------------------------

                                       16

<PAGE>

SCHEDULE II

                         List of Party A Leased Property

-------------------------------------------------------------------------------
                                                                    Annual rent
           Classification              No. of Sites   Area (m/2/)      (yuan)
-------------------------------------------------------------------------------
01 Anhui branch                               58          37,440      5,076,900
-------------------------------------------------------------------------------
02 Beijing branch                             27          19,649     13,357,050
-------------------------------------------------------------------------------
03 Dalian branch                               2           2,622      1,230,000
-------------------------------------------------------------------------------
04 Fujian branch                              88          18,398      1,906,328
-------------------------------------------------------------------------------
05 Gansu branch                               58          18,220      3,053,709
-------------------------------------------------------------------------------
06 Guangxi Autonomous region branch           38          37,496      5,989,256
-------------------------------------------------------------------------------
07 Guangdong branch                          137          87,001     32,014,436
-------------------------------------------------------------------------------
08 Guizhou branch                             33           8,459      1,508,754
-------------------------------------------------------------------------------
09 Hainan branch                               9           3,348        239,925
-------------------------------------------------------------------------------
10 Hebei branch                              104          75,943      6,987,410
-------------------------------------------------------------------------------
11 Henan branch                              134         107,133     11,555,623
-------------------------------------------------------------------------------
12 Helongjiang branch                         54          29,176      4,726,583
-------------------------------------------------------------------------------
13 Hubei branch                               73          42,544      8,690,031
-------------------------------------------------------------------------------
14 Hunan branch                               69          52,625     10,723,336
-------------------------------------------------------------------------------
15 Jilin branch                               27          14,938      2,071,600
-------------------------------------------------------------------------------
16 Jiangsu branch                             58          47,479      8,481,492
-------------------------------------------------------------------------------
17 Jiangxi branch                             63          32,942      2,595,549
-------------------------------------------------------------------------------
18 Liaoning branch                            37          25,040      4,103,062
-------------------------------------------------------------------------------
19 Nemenggu Autonomous region branch          18           8,958      1,805,500
-------------------------------------------------------------------------------
20 Ningbo branch                              42          15,017      1,281,750
-------------------------------------------------------------------------------
21 Nixia Autonomous region branch             15           7,532      1,273,053
-------------------------------------------------------------------------------
22 Qingdao branch                              6           3,117        524,000
-------------------------------------------------------------------------------
23 Qinghai branch                              9           1,903        388,526
-------------------------------------------------------------------------------
24 Shandong branch                           135         103,348     11,430,907
-------------------------------------------------------------------------------
25 Shanxi branch                             116          64,263     10,543,907
-------------------------------------------------------------------------------
26 Shaanxi branch                            104          32,927      7,659,032
-------------------------------------------------------------------------------
27 Shanghai branch                            27          15,145      7,553,509
-------------------------------------------------------------------------------
28 Shenzhen branch                             1             183        109,632
-------------------------------------------------------------------------------
29 Sichuan branch                             33          15,864      3,632,795
-------------------------------------------------------------------------------
30 Tianjin branch                             11          16,248      5,519,897
-------------------------------------------------------------------------------
31 Xiamen branch                              10           8,377      1,040,320
-------------------------------------------------------------------------------
32 Xinjiang autonomous region branch          50          22,618      5,649,064
-------------------------------------------------------------------------------
33 Yunnan branch                              35           8,156      1,685,828
-------------------------------------------------------------------------------

                                       17

<PAGE>

-------------------------------------------------------------------------------
34 Zhejiang branch                            46          51,479     10,508,767
-------------------------------------------------------------------------------
35 Chongqing branch                           36          22,148      5,834,827
-------------------------------------------------------------------------------
36 headquarters                                1           2,529      7,518,912
-------------------------------------------------------------------------------
   Total                                   1,764       1,060,261    208,271,271
-------------------------------------------------------------------------------

                                       18