CN-Shanghai-421 Hongcao Road Lease - Yu Zhong (Shanghai) Consulting Co. Ltd. and Ctrip Travel Information Technology (Shanghai) Co. Ltd.
TRANSLATION
STANDARD FACTORY BUILDING LEASE CONTRACT
Lessor: Yu Zhong (Shanghai) Consulting Co., Ltd. ("Party A")
Lessee: Ctrip Travel Information Technology (Shanghai) Co., Ltd. ("Party B")
THIS CONTRACT is entered into between Party A and Party B upon mutual agreement
in accordance with the relevant laws and regulations of the People's Republic of
China on the basis of equality, voluntariness and mutual benefit in connection
with the arrangements under which Party A leases to Party B and Party B leases
from Party A a factory building legally owned by Party A.
1. LOCATION, AREA, FIT-OUT AND FACILITIES OF THE FACTORY BUILDING
1.1 Party A leases to Party B the factory building it legally owns at Floor 2,
Building No. 64, 421 Hongcao Road (the "Factory Building").
1.2 The Factory Building leased by Party A to Party B hereunder has a total
construction area of 1,222.7 square meters.
2. LEASE TERM
2.1 The lease term for the Factory Building shall begin from May 1, 2003 and
end on February 1, 2005.
2.2 Upon the expiry of the lease term, Party A shall have the right to
repossess the whole of the Factory Building and Party B shall return the
possession thereof on time. If Party B desires to continue to lease the
Factory Building, it shall make a request to Party A two months before the
expiry of the lease term and a new lease contract shall be entered into by
the Parties upon mutual agreement.
3. RENT AND TERMS OF PAYMENT
3.1 The annual rent of the Factory Building shall be RMB 500,000 (in words:
five hundred thousand).
3.2 Upon the execution of this Contract, Party B shall pay RMB 83,200 to Party
A as the rent for the period from May 1, 2003 to June 30, 2003. As this
amount has been paid to Shanghai Letong Telecommunications Equipment Co.,
Ltd., it shall be collected by Party A from Shanghai Letong
Telecommunications Equipment Co., Ltd.
3.3 The rent for the period from July 1, 2003 to December 31, 2004 shall be
paid by Party B in quarterly installments of RMB 125,000 (in words: one
hundred twenty-five thousand). Party B shall pay the amount of the payable
rent to the account of Party A within 10 working days of the beginning of
each quarter; the rent for the period from January 1, 2005 to February 1,
2005, in the amount of RMB 41,600, shall be paid by Party B to the account
of Party A within 10 working days of the beginning of the month: for each
day payment is overdue, Party B shall pay to Party A a default fine at 5%
of the RMB 125,000 (in words: one hundred twenty-five thousand) security
deposit.
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EXHIBIT 10.14
TRANSLATION
3.4 A security deposit in the amount of RMB 125,000 (in words: one hundred
twenty-five thousand) paid by Party B to Shanghai Letong Telecommunications
Equipment Co., Ltd. has now been transferred to Party A and such security
deposit shall be returned by Party A to Party B within 5 working days after
Party B has ended the lease and paid all of the amounts payable by Party B.
For each day the return of the security deposit is overdue, Party A shall
pay a default fine to Party B at 5% of the RMB 125,000 (in words: one
hundred twenty-five thousand) security deposit.
4. OTHER COSTS
4.1 Party B shall be responsible for paying the property management fee and the
water, electricity and telecommunications charges, etc. payable in respect
of the Factory Building during the lease term. If any account shall be
transferred, Party A shall cooperate. If any account shall be transferred
back to Party A upon the expiry of the lease term, Party B shall cooperate.
4.2 If Party B needs to lay any telecommunication and computer networking wires
between No. 63 Building and No. 64 Building, Party A shall at the cost of
Party B cooperate with its application for permit.
4.3 If Party B needs to apply for increase in electricity supply, Party A shall
at the cost of Party B cooperate with its application.
5. MAINTENANCE RESPONSIBILITY
5.1 During the lease term, Party A shall warrant that the Factory Building is
safe to use, and Party B shall take good care and make reasonable use of
the leased building and its associated facilities. If any damage is caused
to the building or the facilities due to improper use by Party B, Party B
shall be responsible for the immediate repair thereof. If the building or
the facilities are damaged through no fault on the part of Party B, Party A
shall be responsible for the immediate repair thereof. During the lease
term, Party B shall have the responsibility for the daily maintenance of
the Factory Building and shall keep it tidy and clean.
5.2 The ownership to the Factory Building is vested in Party A, and Party B
shall obtain the prior written consent of Party A if Party B wants to
change the original structure or facilities of the Factory Building. Upon
the expiry of the lease term, Party B shall restore the Factory Building to
its original state upon Party A's demand. Party B shall not damage the
structure of the building when removing the equipment or facilities which
belong to Party B.
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EXHIBIT 10.14
TRANSLATION
6. PARTY B'S LIABILITIES FOR BREACH OF CONTRACT
6.1 If Party B commits any of the following acts during the lease term, Party A
has the right to terminate this Contract and demand from Party B a default
fine of RMB 250,000 (in words: two hundred fifty thousand):
(1) Party B has failed to pay any rent for two months or longer from the
date on which such rent is payable;
(2) Party B has put the Factory Building to any use that violates the
relevant provisions of the law.
7. PARTY A'S LIABILITIES FOR BREACH OF CONTRACT
7.1 If Party A fails to deliver the possession of the Factory Building to Party
B by the time agreed herein, Party A shall pay to Party B a default fine at
5% of the RMB 125,000 (in words: one hundred twenty-five thousand) security
deposit for each day such failure continues.
7.2 If Party A unilaterally terminates this Contract and repossesses the
Factory Building during the lease term under no such circumstances as
provided in Clause 6 (Party B's Liabilities for Breach of Contract) hereof,
Party A shall pay to Party B a default fine of RMB 250,000 (in words: two
hundred fifty thousand). If such default fine is not sufficient to cover
the losses incurred by Party B, Party A shall be responsible for
compensating for the shortfall.
8. CONDITIONS FOR CHANGE OR DISSOLUTION OF CONTRACT
8.1 This Contract shall not be changed or dissolved during the lease term
unless any of the following occurs:
(1) For special reasons on the part of Party A or Party B, the Parties
have mutually agreed that the whole or a part of the Factory Building
shall be repossessed by Party A or returned by Party B before the
expiry of the lease term;
(2) It has become obvious that the performance under this Contract is
impossible to continue as a result of the damages to the Factory
Building and its associated facilities caused by a force majeure
factor (war, earthquake, typhoon, flood, fire, etc.).
8.2 If this Contract shall be changed or dissolved, the Party requiring the
change or termination shall make the request to the other Party.
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EXHIBIT 10.14
TRANSLATION
9. DISPUTE RESOLUTION
All disputes arising from the performance of this Contract or in connection
with this Contract shall be resolved by the Parties through amicable
consultation; if such consultation fails, either Party may institute legal
proceedings in a competent people's court in Shanghai.
10. REVISIONS, SUPPLEMENTS AND ATTACHMENTS TO CONTRACT
10.1 Matters not covered herein may be agreed upon by the Parties in written
agreement as an integral part hereof, and such supplemental agreement shall
have equal legal force as this Contract.
10.2 This Contract may be revised upon agreement by the Parties. Any revision to
this Contract shall be in writing and shall come into effect only after it
has been signed by the legal representatives or authorized representatives
of the Parties. Before the revised contract comes into effect, the Parties
shall continue to comply with the terms of this Contract.
10.3 Attachments hereto shall have equal legal force as this Contract.
11. MISCELLANEOUS
11.1 If there is a change in the ownership to the Factory Building during the
lease term, this Contract shall continue to be in effect until the expiry
of the lease term.
11.2 This Contract shall be written in four originals with each Party holding
two of them. This Contract shall come into effect upon the signature and
seals of the legal representatives or authorized representatives of the
Parties.
Party A: Party B:
Yu Zhong (Shanghai) Consulting Co., Ctrip Travel Information
Ltd. Technology (Shanghai) Co., Ltd.
(Seal) (Seal)
Signature of legal representative or Signature of legal representative or
authorized representative: authorized representative:
Date: May 1, 2003 Date:
Account Bank: Account Bank:
Account No.: Account No.: