China-Shanghai-Pudong New District-1271/1289 Pudong South Road Lease - Shanghai Chengda Investment Development Co. Ltd. and Shanghai Shanda Networking Co. Ltd.
Duplicate of the Contract
No.
Huarong Plaza
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House Lease Contract
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<PAGE>
HUARONG BUILDING LEASE CONTRACT
Lessor: Shanghai Chengda Investment Development Co., Ltd. ("Party A")
Legal Address: Huarong Plaza, No. 1271 to 1289, Pudong South Road Authorized
Representative: Tel: 58820088 Fax:
Lessee: Shanghai Shanda Networking Co., Ltd. ("Party B")
Legal Address: M Floor, Puxiang Commercial Plaza, No. 1600 Century
Road, Shanghai
Authorized Representative:
Tel: 58318669
Fax:
The Parties, pursuant to the provisions of the laws and regulations of the
People's Republic of China and the policies and rules of local government of
Shanghai, on the basis of free will, equality and mutual benefit, after
consulting with each other, hereby agrees to the following concerning the terms
and conditions of the lease of the office rooms in Huarong Plaza by Party A to
Party B:
ARTICLE I LEGAL BASIS OF THE RIGHTS AND INTERESTS OF PARTY A
1. Party A has acquired the land use right of Southeast B Pudong South Road
and Zhangyang Road in Pudong New District , Shanghai, by means of land use
right grant/allocate/transfer/ and has registered the land use right of
such plot and obtained the Real Estate Certificate, the number of the
certificate : Shanghai FangDiZi No.(2000)1000054, the area: 5733 sq.
meters., use: business office
2. Party A has been approved to invest and build Huarong Plaza (provisional
name/present name) on the said plot of land. The construction structure of
the main building is RC Frame and there will be 27 floors above the ground
and 2 floors underground.
3. Said commercial house has satisfied with the conditions of presale
according to the provisions of the Shanghai Real Estate Transfer Regulation
and the presale of such houses has been approved by Shanghai Administrative
Bureau for House and Land Resources (the Number of the presale license:
Shanghai FangDi No.(2000) WaiXiaoZi 852)
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ARTICLE II INTENTION OF THE PARTIES
The parties to this agreement hereby acknowledge that Party A agrees to put out
to lease and Party B agrees to lease the houses as set forth in the following
provisions and both parties undertake to abide by the terms and conditions of
this contract.
ARTICLE III LEASED HOUSE AND ITS AREA
1. The house (referred to as "the House" hereafter) is located at Room
2101-2113, and 2206-2211, on the 21st and 22nd Huarong Plaza, No. 1271 to
1289, Pudong South Road in Pudong New District, Shanghai. (See Schedule II
to this contract )
2. The area of the house which is put out to lease by Party A and to be used
by Party B is 2039.72 sq. meters. (The actual area shall be specified by
Shanghai Surveying and Mapping Center for House and Land.) (See Schedule I
to this contract.)
ARTICLE IV USE
1. The use of the houses leased by Party B shall be limited to office only.
2. Party B shall not alter the use of the houses without previous permission
of Party A in writing and approved by relevant authorities during the term
of the lease contract.
ARTICLE V TERM OF LEASE
1. The term of the lease is Three (3) years, namely, from the 20th of May,
2002 to the 19th of May, 2005.
2. On the expiration of the lease contract, Party A shall have the right to
take back all the leased houses, and Party B shall return such houses on
time. If Party B requires to relet, it shall apply in writing within not
less than Two(2) months before the expiration of the lease contract, and
sign a new lease contract after the permission of Party A.
ARTICLE VI THE RENTAL AND ITS PAYMENT
1. The rental of the leased house is US$ 0.32 per sq. meters per day, and the
total monthly rental is RMB 161,937.00 Yuan.
2. The rentals shall remain the same in the first two (2) years. And since the
third year, the rental shall increase by 3% per year.
3. Party B shall settle the payments of the monthly rental before 20th of each
month. And if Party B delays on the payment, it shall pay the overdue
interests in an amount equal to 0.8% of the delinquent rental per day.
4. The payments of the rental shall be done on the first working day of each
month or before.
ARTICLE VII OTHER EXPENSES
1. During the term of the lease, no matter whether Party B actually uses the
water and electricity, the expenses shall be calculated pursuant to the
actual number indicated in the meters.
2. The means and period of time of such payments: pre-pay in the beginning of
each month and then settle at the end of each month.
3. Late interests (omitted)
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4. Application for the telephone (deleted)
ARTICLE VIII DEPOSIT
1. For the purpose of the performance of this contract, Party B shall at the
execution of the contract pay deposit in an amount equal to the two-month
rental, namely RMB323,874.00.
2. There shall be no interests calculated to the deposit.
3. Party B shall not use the said deposit to offset the rentals or any other
expenses during the term of this contract.
4. Party A shall return the deposit within one week on the expiration of this
contract, after return of the house checked and accepted by Party A and
balancing of the fees. If Party B either alters the structure of the house
without the permission of Party A or fails to payoff the expenses timely,
Party A shall have the right to either ask for compensation by Party B or
deduct such amount of money directly from the deposit and then return the
residual part of the deposit.
ARTICLE IX LIABILITY TO REPAIR
1. Party A shall make sure that the house could be safely used during the term
of this contract. Party B shall take good care and make reasonable use of
the houses leased and the facilities related to. Party B shall be
responsible for the repairing or compensations for the damages caused to
the houses and the facilities related to due to its misuse of the house.
2. If Party B proposes to rebuild or alter the facilities of the house other
than the present fitting-ups and facilities in the house, it shall be
permitted by Party A in writing previously. Such rebuilding or alteration
shall be operated after the completion of any application procedures which
may be needed according to the provisions of the concerned authorities
(including the real estate managing organs). Party B shall restitute the
house to its previous status on the expiration of the lease contract if
there is such requirement in the agreement in writing. Party B shall not
damage the structure of the house when it back out the added facilities.
The procedures of withdraw of the lease shall be started only after the
approval of the check and accept.
3. Party A shall be responsible for the repair of the house except as
otherwise provided by the additional agreement of the parties to this
contract.
4. Party A shall notify Party B in writing Three (3) days ahead of time when
doing any repair of building or any facilities to the house, and Party B
shall cooperate and assist fully. Party B shall be responsible for the
losses resulting from his interference with the repair by Party A.
5. The Parties do not have to be responsible if there should be any damages to
the house or losses to Party B due to any event of force majeure.
ARTICLE X CONDITIONS FOR ALTERATION AND RESCINDING OF THE CONTRACT
1. The contract shall not be altered or rescinded during the term of the lease
unless in cases of the followings:
1) The parties agree after consulting with each other that in case of some
special reasons that Party A may take back the house in advance or that
Party B may withdraw the whole or part of the house in advance;
2) Party B breaches this contract and do not rectify within three (3) days
after Party A has pointed it out;
3) The houses and the facilities related to are damaged due to force
majeure, and therefore this contract could no longer be performed;
<PAGE>
2. The party who requires altering or rescinding the contract should notify
the other party when there is such alteration or rescission. The party
shall be responsible for compensation if there are any losses caused to the
other Party due to the alteration or rescission of this contract unless it
could be exempted according to the 1.3 of Article X of this contract.
ARTICLE XI LIABILITIES OF PARTY B
1. Party A shall have the right to terminate this contract and take back the
house if Party B behaves as the followings during the term of lease. In
such cases, Party B shall also compensate for the losses caused to Party A
if there is any:
1) Sublease, transfer, lend or exchange of the house without the written
permission of Party A.
2) Alteration of the structure of the house or damages to the house
without the permission in writing of Party A, and fail to rectify and
remedy such alteration or damages in a period of time specified in the
written notice by Party A.
3) Change of the use of the house without permission or make illegal use
of the house;
4) Defaulting the rentals over two (2) months;
5) Other situations that Party A may be entitled to take back the house
due to Party B's fault pursuant to the provisions of laws and
regulations.
2. Party B shall, if it delays on settle the fees for the water and
electricity, pay the overdue interests in an amount equal to 0.5% of the
said fees per day during the term of this contract. If the delay continues
over one (1) month, Party A shall have the right to stop providing or
allowing use of the water and electricity, and any results incurred hereby
shall be borne by Party B.
3. During the term of this contract, if Party B withdraws the lease halfway
without the permission of Party A, such withdrawal shall be considered to
be a material breach of the contract. Party A may deduct from the deposit
and have the right to recourse otherwise if the deposit is not enough to
compensate the losses and expenses.
4. Party B shall return the house immediately on the expiration of the lease
contract. If Party B delays on returning the house, it shall pay the
liquidated damages in an amount equal to three (3) times as the delinquent
rental per day.
ARTICLE XII LIABILITY OF PARTY A
1. If Party A fails to deliver the house to Party B for use on the date agreed
in the contract, Party A shall pay liquidated damages in an amount of
0.8% of the delinquent rental per day to Party B. And if the delay
continues over thirty (30) days, Party A shall be considered to fail to
perform this contract. Furthermore, if such liquidated damages are not
enough to compensate the losses of Party B, Party A shall also compensate
other losses additionally besides the said liquidated damages.
2. Party A shall be responsible for the compensation of the property losses or
personal damages caused to Party B as a result of the damages of the house
due to Party A's failure of timely performance of the obligations of repair
hereunder during the term of this contract.
3. During the term of this contract, if Party A rescind the contract without
permission in the cases other than those provided in the Article 1 of
Article XI of this contract, and take back the house, it shall pay
liquidated damages in an amount equal to three (3) times as the monthly
rentals, and furthermore, if such liquidated damages are not enough to
compensate the losses of Party B, Party A shall also compensate other
losses additionally besides the said liquidated damages.
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4. Party A shall be responsible for all the consequences if it fails to
register this contract to the government authorities for administration of
real estate transaction in accordance with relevant regulations after the
execution of this contract by the parties.
ARTICLE XIII OTHERS
1. This contract will become effective after the registration and acquiring of
House Leasing Certificate. Party A shall be responsible for handling the
procedures of registration of alteration or termination within a period of
fifteen (15) days after such alteration or termination on behalf of the
parties, should there be any alteration or termination of this contract
after the contract takes effect.
2. The parties may sign supplementary clauses additionally after consulting
with each other. However, the supplementary clauses shall be pursuant to
the provisions of the house leasing regulations of the state and the local
government. The supplementary clauses and schedules are an integral part of
this contract. The contract and the supplementary clauses, as well as the
words filled in the blanks in the Schedules to this contract and
letterpress printing shall have the same effect.
3. The parties are capable of civil acts and are clear to their respective
rights, obligation and duties on the execution of this contract. The
parties are willing to perform the contract strictly in accordance with the
provisions of this contract. If one party breaches the contract, the other
party shall have the right to claim for compensation in accordance with
this contract.
4. The parties shall try to settle through negotiations with each other any
dispute arising out of the performance of this contract, or submit the
dispute to Shanghai Arbitration Commission for arbitration if such
negotiation fails.
5. There are four counterparts for this contract (including schedules), among
which, one each for Party A and Party B, one for Shanghai administrative
authorities for real estate transaction and one for other relevant
authorities. All the counterparts shall have the same legal effect.
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Party A: Party B:
Legal Representatives: Legal Representatives
Signature: Signature:
Date: 15th of April, 2002
Place:
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SUPPLEMENTARY CLAUSES
I. The property management expenses for the real estate shall be US$ 3 per
sq. meters per month (including the expenses for the central air
conditioning). The central air conditioning is available twenty-four (24)
hours per day for the whole year. (This clause applies to the 21st floor
only.)
II. Party A shall not refuse the fitting-up requirements put forward by Party
B if such fitting-ups will not interfere with the safety of the structure
of the house, the fire controlling or the lines layout.
III. According to the provisions of Section 3 of Article XI, the maximum
amount of compensation by Party B shall not exceed the amount of 3-month
rentals (including the deducted deposit).
PARTY A PARTY B
SEAL AND SIGNATURE SEAL AND SIGNATURE
<PAGE>
LEASED HOUSE DELIVERY LETTER
On the date of the fourth of June, 2002, the parties checked and accepted and
thereafter made delivery of the Room 2102-2113, and 2206-2211. Hereby the
parties make the following acknowledgements:
1. The house leasing by Party A to Party B is Rooms 2101-2113 and 2206-2211.
The actual area of the house is 2035.21 sq. meters as measured by Shanghai
Surveying and Mapping Center for House and Land, which is recognized by
Shanghai Administration Bureau for House and Land Resources. The number of
the Real Estate Certificate of such newly constructed commercial houses:
Shanghai FangDiShiZi No.(2002) 02467.
2. The rental of the leased house is US$ 0.32 per sq. meters per day, and the
total monthly rental is RMB 161,579.00 Yuan.
3. This Delivery Letter shall come into effect on the execution of the
parties.
PARTY A PARTY B
SEAL AND SIGNATURE SEAL AND SIGNATURE
DATE: DATED:
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LIST of the CALCULATION OF THE CONSTRUCTION AREA OF EVERY HOUSE
Position: schedule 3 page 1
sq. meters the received ratio of the room
THE BUILDING AREA THE COEFFICIENT
FLOOR ROOM NUMBER IN THE ROOM OF APPORTION COMMUNAL AREA BUILDING AREA
------------------------ ----------- ----------------- --------------- ------------- -------------
The first floor
underground garage 2829.32
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The second floor
underground garage 2542.46
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1 565.44 0.159780097 90.35 655.79
2 2455.82 392.39 2848.21
3 2455.82 392.39 2848.21
4 2271.19 362.89 2634.08
5 2281.70 364.57 2646.27
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subtotal 10029.97 11632.56
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6 1130.04 0.103983105 117.51 1247.55
7 1238.78 128.81 1367.59
8 1253.02 130.29 1383.31
9 1253.02 130.29 1383.31
10 - 20 1253.02 130.29 1383.31
21 1252.48 130.24 1382.72
22 1252.36 130.22 1382.58
23 1250.66 130.05 1380.71
24 1247.03 129.67 1367.70
25 1238.78 128.81 1367.59
26 1111.26 115.55 1226.81
27 1111.26 115.55 1226.81
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Subtotal 27121.91 29942.13
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The second floor on the
roof Reservation 749.50
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The third floor on the
roof Reservation 812.66
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The fourth floor on the
roof Reservation 797.93
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Subtotal 2360.09
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Total House 49306.56
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Calculator: Inspector: Mar. 18, 2002