EXHIBIT 10.7
Xxxx (Nan) No. 0042149
Contract Registration/Filing No.: Nan KA 001356
THE CONTRACT
FOR LEASE OF BUILDING PROPERTY
IN SHENZHEN MUNICIPALITY
Prepared by the Shenzhen Municipal Administrative
Office of Building Property Lease
The Contract for Lease of Building Property
Lessor (Party A): Shenzhen Zhongguan Company Limited
Address: 11th and 12th Floors of Zhongguan Building, [_], Nanshan District
Postal Code: 518055
Authorized Agent: ____________/____________
Address: _________________/________________
Postal Code: _______________/______________
Lessor (Party B): Shenzhen Mindray Biomedical Electronics Co., Ltd.
Address: Twelfth Science Road South, Hi-tech Industrial Park, Nanshan District
Postal Code: 518057
No. of Business License or ID Card: Xx Xx Xxx Xxxx Zong Zi No. 109722
Authorized Agent: Xx Xxxxxx
Address: _________________/________________
Postal Code: _______________/______________
In accordance with the Contract Law of the People's Republic of China, the
Law of he People's Republic of China on Administration of Urban Real Estate and
the Regulations of the Shenzhen Special Economic Zone for Lease of Building
Property and the detailed rules for implementing these regulations, through
consultation Party A and Party B have come to agree to enter into this contract.
ARTICLE 1 Party A shall lease to Party B the building property located at
Building A3, North Honghualing Industrial Zone, Liuxian Avenue, Nanshan
District, Shenzhen Municipality (hereinafter referred to as the "Leased
Property"). The floor space of the Leased Property totals 17,684 square meters
and the floors of the building total 6.
The holder of title to the Leased Property is Shenzhen Zhongguan Company
Limited and the name and number of the certificate of title to the Leased
Property or other valid certificate in evidence of the title (use right) thereto
is ___________/__________.
ARTICLE 2 The rent of the Leased Property (hereinafter referred to as the
"Rent") shall be RMB 14 (or in words, RMB fourteen) per square meter per month
and the monthly Rent shall total RMB 247,581 (or in words, RMB two hundred and
forty-seven thousand five hundred and eighty-one).
ARTICLE 3 By July 1, 2004 Party B shall first pay the Rent in the amount of
RMB 495,162 (or in words, RMB four hundred and ninety-five thousand one hundred
and sixty-two).
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ARTICLE 4 Party B shall pay Party A the Rent
[X] by the tenth day of each month;
and, upon receipt of the Rent, Party A shall issue an invoice to Party B
for the tax purpose.
(The parties shall jointly choose one of the four options as set forth
above and a tick shall be put before the option chosen.)
ARTICLE 5 Party B's lease of the Leased Property shall start as of August
1, 2004 and end on July 31, 2009.
The term of the lease as specified in the preceding paragraph shall not
exceed the approved term of the land use with respect to the Leased Property and
the excess of the term of the lease over the approved term of the land use (if
any) shall be invalid. If any losses result from such excess and the parties
have previously reached an agreement on such losses, such agreement shall
prevail; if there is no such agreement, such losses shall be borne by Party A.
ARTICLE 6 The Leased Property shall be used as a factory building.
If Party B wishes to use the Leased Property for any other purpose, it
shall first obtain written consent from Party A and make an application to the
authority in charge of administration of real property for approval of the
change of the purpose of the Leased Property. Party B shall not change the
purpose of the Leased Property until such approval is granted.
ARTICLE 7 By August 1, 2004, Party A shall have delivered the Leased
Property to Party B and carried out the procedure for such delivery.
If Party A fails to deliver the Leased Property by the deadline as
specified in the preceding paragraph, Party B may require that the term of this
contract be correspondingly extended and the parties shall sign an written
agreement to confirm such extension and file such agreement to the contract
registration authority for the record.
ARTICLE 8 At the time of delivery of the Leased Property, the parties shall
jointly recognize the existing condition of the Leased Property and auxiliary
facilities therein and the property ancillary to the Leased Property and set
forth such condition and property in the attachment to this contract.
ARTICLE 9 At the time delivery of the Leased Property, Xxxxx A may require
that Party B pay it a deposit as security for performance of the lease, the
amount of which shall not
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exceed three months' Rent, i.e. RMB 495,162 (or in words, RMB four hundred and
ninety-five thousand one hundred and sixty-two).
Upon receipt of such deposit, Party A shall issue an invoice to Party B.
Party A shall return the deposit to Party B if the following conditions are
satisfied:
Only one of the conditions needs to be satisfied;
All the conditions shall be satisfied.
(The parties shall jointly choose one of the two options as set forth above
and a tick shall be put before the option chosen.)
Party A need not return the deposit to Party B if any of the following
events occurs:
ARTICLE 10 During the term of the lease, Party A shall be obligated to pay
the fee for use of the land covered by the Leased Property as well as taxes,
administrative fee, and fee for that may be payable in connection with the lease
of the Leased Property; Party B shall be obligated to pay expenses that may be
incurred for the supply of power and water to the Leased Property, the cleaning
and management thereof, and in connection with the use of the Leased Property.
ARTICLE 11 Party A shall ensure the Leased Property as delivered by it will
serve the purpose of the lease and the safety of such property will be in
compliance with the relevant provisions of laws, regulations or rules.
If Party B suffers any personal injuries or property damages in the Leased
Property by Party A's intention or through its neglect, Party B shall have the
right to require that Party A make it an appropriate compensation for such
injuries or damages.
ARTICLE 12 Party B shall make proper use of the Leased Property and the
auxiliary facilities therein and shall not use the Leased Property in engaging
in any illegal activities. Party A shall not interfere in, or get in the way of,
Party B's normal and proper use of the Leased Property.
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ARTICLE 13 If any damage or failure that poses a threat to the safety of
the Leased Property or any of the auxiliary facilities therein or constitutes a
hindrance to the normal use thereof happens to the Leased Property or any of the
auxiliary facilities therein through no fault on Party B's part during its use
thereof, Party B shall promptly notify Party A of such damage or failure and
take every effective measures possible to prevent the further spread of such
damage or failure; within 5 days of receipt of Party B's notice, Party A shall
repair such damage or rectify such failure or authorize Party B to do so on its
behalf. If Party B can not notify Party A of such damage or failure or, upon
receipt of Party B's notice, Party A fails to perform its obligation to repair
such damage or rectify such failure within the time limit as specified above,
Party B may do so in Party A's place after it has filed such damage or failure
with the contract registration authority for the record.
If any repair must be done immediately upon occurrence of any emergency,
Party B shall first do such repair on Party A's behalf and promptly notify Party
A thereof.
Expenses for repairs that may be incurred in any of the situations as
described in the preceding two paragraphs (including any reasonable expenses
Party B may incur in connection with any repairs it does on Party A's behalf or
Party B's efforts to prevent the further spread of any damage or failure that
has occurred) shall be borne by Party A. If Party B fails to perform its
obligation to promptly notify Party A of such damage or failure or to take every
effective measure possible to prevent the further spread of such damage or
failure as specified in the preceding two paragraphs, as a result of which such
spread occurs in the end, any expenses that may be incurred in connection with
the repair or rectification of any damage or failure that may be caused by such
spread shall be borne by Party B itself.
ARTICLE 14 If any damage or failure that poses a threat to the safety of
the Leased Property or any of the auxiliary facilities therein happens to the
Leased Property or any of the auxiliary facilities therein through Party B's
improper or unreasonable use thereof, Party B shall promptly notify Party A of
such damage or failure and repair such damage or rectify such failure or make
compensation therefor. If Party B refuses to do such repair or carry out such
rectification, Party A may do so in Party B's place after it has filed such
damage or failure with the contract registration authority for the record and
the related expenses shall be borne by Party B.
ARTICLE 15 If, during the term of this contract, Party A or Party B
reconstructs, expands or fits out the Leased Property, Party A and Party B shall
enter into a separate written agreement thereon.
If any of the modifications of the Leased Property as specified in the
preceding paragraph is subject to approval by the relevant authority, such
modification shall not be commenced until the required approval is granted.
ARTICLE 16
During the term of the lease, Party B may sublease all or part of the
Leased Property to a third party and carry out the procedure for registration of
such sublease with the authority in
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charge of administration of building property lease, provided that the term of
such sublease shall not exceed the term of the lease hereunder;
During the term of the lease, Party B shall not sublease all or any part of
the Leased Property to any third party, except with Party A's consent, in which
case Party B may sublease all or part of the Leased Property to a third party
and, on the strength of the written certificate of Party A's consent of such
sublease, carry out the procedure for registration of such sublease with the
authority in charge of administration of building property lease, provided that
the term of such sublease shall not exceed the term of the lease hereunder;
[X] During the term of the lease, Party B shall not sublease all or any
part of the Leased Property to any third party.
(The parties shall jointly choose one or more of the three options set
forth above and a tick/ticks shall be put before the option/options chosen.)
ARTICLE 17 If, during the term of the lease, Party A needs to transfer the
title to any part or all of the Leased Property to any third party, it shall
notify Party B of such transfer one month in advance and Party B shall have the
right of first refusal to purchase the Leased Property on the same terms.
If the title to the Leased Property is to be transferred to any third
party, Party A shall be obligated to tell the transferee to continue to perform
this contract at the time of execution of the contract for such transfer.
ARTICLE 18 If any of the following events occurs during the term of this
contract, this contract may be terminated or modified:
(1) an event of force majeure has occurred, rendering it impossible for
this contract to be performed;
(2) the government is to requisition, purchase, recover or pull down the
Leased Property; or
(3) the parties have come to agree thereto through consultation.
ARTICLE 19 If any of the following events occurs, to make up for any losses
that may result therefrom, Party A :
may require that Party B make compensation for such losses,
need not refund the deposit paid as security for the performance of this
lease, or
may require that Party B pay a penalty for breach of contract in the amount
of RMB (or in words, RMB).
(The parties shall choose through consultation one or more of the three
options as set forth above and a tick/ticks shall be put before the
option/options chosen.)
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(1) if Party B has defaulted on the Rent for more than 30 days (one month);
(2) if Party B has defaulted on payment of the various fees and expenses in
the amount of more than RMB two hundred thousand, which may cause any losses to
Party A;
(3) if Party B has used the Leased Property in engaging in any illegal
activities, which has caused any damage to the public interest or the interests
of any third party;
(4) if Party B has modified the structure or purpose of the Leased Property
without authorization;
(5) if, in violation of the provisions of Article 14 hereof, Party B has
failed to assume the obligation with respect to the maintenance and repair of
the Leased Property or to pay the expenses for such maintenance and repair,
causing serious damage to the Leased Property or any of the facilities therein;
(6) if Party B has fitted out the Leased Property without Party A's consent
and approval by the relevant authority; or
(7) if Party B has subleased the Leased Property to any third party without
approval.
In any of the events as described above, Party A may not only pursue Party
B's liability for damages or breach of contract, but terminate this contract or
propose to Party B that the terms of this contract be modified, depending on
Party B's violations of this contract as described above.
ARTICLE 20 If any of the following events occurs, to make up for any losses
that may result therefrom, Party B may require that:
Party A make compensation for such losses,
Party A refund twice the deposit paid by Party B as security for the
performance of this lease, or
Party A pay a penalty for breach of contract in the amount of RMB
(or in words, RMB).
(The parties shall choose through consultation one or more of the three
options as set forth above and a tick shall be put before the option chosen.)
(1) if Party A has delayed the delivery of the Leased Property for more
than days (months);
(2) if Party A is in violation of the provisions of the first paragraph of
Article 11 hereof, rendering it impossible for Party B to achieve the purpose of
the lease hereunder;
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(3) if, in violation of the provisions of Article 13 hereof, Party A has
failed to assume the obligation with respect to the maintenance and repair of
the Leased Property or to pay the expenses for such maintenance and repair; or
(4) if Party A has reconstructed, expanded or fitted out the Leased
Property without Party B's consent or approval by the relevant authority.
In any of the events as described above, Party B may not only pursue Party
A's liability for damages or breach of contract, but terminate this contract
(upon receipt of compensation for such damages, Party B shall notify Party A in
writing thereof and return the Leased Property to Party A) or propose to Party A
that the terms of this contract be modified, depending on Party A's violations
of this contract as described above.
For the period from Party A's receipt of Party B's notice to Party B's
receipt of Party A's compensation, Party B need not pay Party A any Rent.
ARTICLE 21 Within 5 days of termination hereof, Party B shall vacate the
Leased property and return it to Party A. Party B shall ensure that the Leased
Property and the auxiliary facilities therein will be in good condition (except
for normal wear and tear) at the time of delivery. In addition, Party B shall
pay off all the fees and expenses payable by it and go through the hand-over
formalities.
If Party B fails to vacate or return the Leased Property within the time
limit as specified above, Party A shall have the right to recover the Leased
Property and charge Party B double the Rent for the period that Party B occupies
the Leased Property after expiration of the above-mentioned time limit.
ARTICLE 22 If Party B needs to continue to lease the Leased Property after
expiration of the lease hereunder, two months in advance of such expiration it
shall propose to Party A that the lease be renewed, and Party B shall have the
right of first refusal to lease the Leased Property on the same terms.
If Party A and Party B reach an agreement on the renewal of the lease, they
shall enter into a new contract for lease of the Leased Property and once again
carry out the procedure for registration of the lease with the contract
registration authority.
ARTICLE 23 Party A and Party B shall conscientiously comply with all the
provisions hereof. If either party is in violation of any of such provisions, it
shall assume appropriate liability for breach of contract in accordance with the
provisions hereof.
ARTICLE 24 With respect to any matters uncovered herein, Party A and Party
B may enter into a separate agreement in the attachment to this contract, which
shall constitute part of this contract and shall have equal effect and validity
with this contract after the parties have affixed their signatures and seals
thereto.
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If, during the term of the lease, Party A and Party B reach an agreement on
any modification of this contract, such agreement shall be registered with the
original contract registration authority. Such agreement as has been registered
thus shall have equal effect and validity with this contract.
ARTICLE 25 If any dispute arises between Party A and Party B with respect
to this contract, they shall try to settle such dispute through consultation. If
such dispute fails to be settled through consultation, it may be referred to
mediation by the authority that has registered this contract. If such mediation
proves unsuccessful, too,
[X] such dispute may be referred to arbitration by the Shenzhen Arbitration
Commission;
such dispute may be referred to arbitration by the Shenzhen branch of the
China International Economic and Trade Arbitration Commission; or
legal proceedings may be initiated in the people's court with respect to
such dispute.
(The parties shall choose through consultation one of the three options as
set forth above and a tick shall be put before the option chosen.)
ARTICLE 26 This contract shall become effective as of the date of its
execution.
Within ten days of execution hereof, Party A and Party B shall carry out
the procedure for registration or filing hereof with the authority in charge.
ARTICLE 27 The Chinese language version of this contract shall be deemed to
be the original.
ARTICLE 28 This contract is executed in four counterparts, one of which
shall be kept by each of Party A, Party B, the contract registration authority,
and any other relevant authority.
Party A (Signature and/or Seal): (The seal of Shenzhen Zhongguan Company Limited
is affixed here)
/s/ Xxx Xxxxxxx
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Legal Representative: (Signature)
Contact Phone No.: /
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Bank Account: /
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/
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Authorized Agent (Signature and/or Seal)
Date: June 28, 2004
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Party B (Signature and/or Seal): (The seal of Shenzhen Mindray Biomedical
Electronics Co., Ltd. is affixed here)
/s/ Xx Xxxx
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Legal Representative: (Signature)
Contact Phone No.: /
---------------------------
Bank Account: /
--------------------------------
/
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Authorized Agent (Signature and/or Seal)
Date:
-------------
/s/ (illegible)
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Registrar or Filer (Signature and/or
Seal): (Signature)
/s/ (illegible)
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Contract Registration Authority (The seal of the Administrative Office
(Signature and/or Seal): of Building Property Lease under the
People's Government of Nanshan District,
Shenzhen Municipality and the signature
of Ye Weiming are affixed here)
Date: May 4, 2004
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