Exhibit 10.10
▇▇▇▇ (Nan) 0016287
Registration No.: ________________
SHENZHEN REAL ESTATE
LEASE AGREEMENT
Special Notice
1. This model agreement is drafted in accordance with or in reference to
the Contract Law of the People's Republic of China, the Real Estate Lease
Regulation of Shenzhen Special Economic Region and its Implemental Rules and
other relevant laws and regulations and could be adopted by the parties upon
agreement.
2. Before executing this Agreement, both parties shall read this agreement
carefully and may revise any article hereof through discussion.
3. Before executing this Agreement, the lessor shall show to the lessee the
real estate right certificate or other effective certificate proving its
ownership on the real estate and other proof indicating the identity or legal
qualification of the lessor. A power of attorney shall be provided in the case
that the real estate is under custody of others; in case that the real estate to
be leased is under co-ownership, then a power of attorney and documents proving
the consent of other co-owners shall be provided. The lessee shall show to the
lessor its identity certificate or legal qualification certification.
4. The parties shall enter into this agreement based on the principal of
free will, justice and faithfulness. Neither party may impose its will above
that of the other party. Any third party may not intervene illegally.
5. The parties shall execute and implement the agreement in accordance with
law and may not violate relevant procedural provisions of law or take any
illegal action.
6. Upon execution, this agreement shall become legally binding on both
parties. Either party shall perform its obligations in accordance with agreement
between both parties and may not change or terminate the agreement without
permission, unless required by law or upon agreement.
7. The content in the agreement filled in by the parties shall be made
using fountain pens, brush pens, or signing pens and confirmed with signatures
or stamps. Any alteration in the agreement shall be confirmed with signatures or
stamps of both parties.
8. Certain articles of this agreement provide blank (indicated by
underlines) for the parties to achieve agreement, while certain articles provide
options for the parties (indicated with [ ])
9. This agreement is a model version and the parties may make selection,
supplement, filling or modification against the content. After execution, the
content that is not altered and the content filled in by the parties (as
confirmed with signatures or stamps by both parties) will be deemed as content
agreed under this agreement.
10. The selection, supplement, fill-in or alteration made in handwriting
under this agreement shall prevail.
11. After executing this agreement, both parties shall make registration
and filing with relevant real estate lease administration authority on a timely
basis.
12. The parties involved may decide the copies of originals of this
agreement based on actual demand and check carefully when executing the
agreement to ensure consistency of all copies. Under any circumstance, either
party shall hold at least one original respectively.
13. In case of any material change of content hereof, termination or loss
of any copy, the parties shall go through relevant procedures with the original
registration authority on a timely basis.
REAL ESTATE LEASE AGREEMENT
Lessor (Party A): Shenzhen Renbao Investment Real Estate Management Limited
Address: ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
Mail Code:
_________________________________
Attorney:
__________________________________
Address:
___________________________________
Mail Code:
_________________________________
Lessee (Party B): Shenzhen Nepstar Pharmaceutical Co., Ltd.
Address:
___________________________________
Mail Code:
_________________________________
Business License or ID No.:
________________
Attorney:
__________________________________
Address:
___________________________________
Mail Code:
_________________________________
In accordance with the Contract Law of the People's Republic of China, the
Urban Real Estate Administration Law of the People's Republic of China, and the
Real Estate Lease Regulation of Shenzhen Special Economic Region and its
Implemental Rules, upon discussion, Party A and Party B enter into this
agreement.
ARTICLE 1 Party A lets the premises (hereinafter referred to as the "Leased
Premises") located in south of 7th floor (sixth floor by elevator) of the
Xinnengyuan Building, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ to Party B. The
aggregate construction area of the Leased Premises is 1412.94 square meters and
the building has 12 floors in total.
The owner of the Leased Premises: Shenzhen City Renbao Investment Real
Estate Management Limited; Name and Number of the Real Estate Right Certificate
or other effective certification that can prove the property right: Real Estate
Certificate 4000045871; Usage of the Leased Premises: for office.
ARTICLE 2 The unit rent of the Leased Premises shall be Renminbi __________
yuan per month per square meters [not applicable], and the aggregate monthly
rent shall be Renminbi 35,323.50 yuan (please refer to the annex for details).
ARTICLE 3 Party B shall pay rent for the first month prior to July 11,
2004, the amount of which is Renminbi 23549.00 yuan.
ARTICLE 4 Party B shall pay the rent to Party A:
[X] in the first 5 days of each month;
[ ] in the first ____ days of ____ month of each quarter;
[ ] in the first ____ days of ____ month of each half year; or
[ ] in the first ____ days of ____ month of each year.
Party A shall provide Party B a tax receipt when receiving the rent.
(The parties shall select one among above four items and add "[X]" on the
[ ] of the selected item.)
ARTICLE 5 The term for Party B to use the Leased Premises shall commence
from June 16, 2004 and end on June 15, 2009.
The term agreed above may not exceed the land use term approved and the
exceeding part shall be invalid. Any loss arising thereby shall be distributed
in accordance as agreed between the parties; in case of no agreement, born by
Party A.
ARTICLE 6 Party A shall let the Leased Premises for statutory usage.
Party B shall use the Leased Premises for statutory usage and may not
change without permission.
To change the statutory usage of the Leased Premises, Party B shall obtain
written consent from Party A and apply for change of usage of the premises with
real estate administrative authority according to provisions of relevant laws
and regulations and may not do so until approved.
ARTICLE 7 Party A shall hand over the Leased Premises to Party B and
satisfy relevant handover procedures prior to June 16, 2004.
If Party A hands over the Leased Premises later than the time as aforesaid,
Party B may request to extend the term of this Agreement correspondingly. Both
parties shall confirm it in writing and file with the contract registration
authority.
ARTICLE 8 In handover of the Leased Premises, both parties shall check and
confirm current condition, auxiliary properties and other relevant matters of
the Leased Premises and its auxiliary facilities and provide a list of which in
an annex hereto for supplement.
ARTICLE 9 In handover of the Leased Premises, Party A may obtain from Party
B a lease deposit equivalent to no more than three-month rent, that is, Renminbi
100,000 yuan (in character: one hundred thousand yuan).
When receiving such lease deposit, Party A shall provide Party B a receipt.
The conditions for Party A to return to Party B the deposit:
1. when the agreement expires and all relevant fees have been cleared.
2. ______________________________________________________________________
3. ______________________________________________________________________
[X] Only one of above conditions shall be satisfied.
[ ] All of above conditions shall be satisfied.
(The parties shall select one among above two items and add "[X]" on the
[ ] of the selected item.)
In any of following events, Party A will not return the deposit:
1. that Party B makes decoration to the Leased Premises without written
consent of Party A;
2. that Party B sub-lets the Leased Premises to other party without
written consent of Party A.
3. ______________________________________________________________________
ARTICLE 10 During the lease, Party A shall be responsible for payment of
use fee of the land occupied by the Leased Premises and taxes, premises lease
management fee and ______ fee incurred due to real estate lease; Party B shall
be responsible for payment of water and electricity expense, cleaning fee, house
(building) management fee, _____ expense and other expense incurred due to use
of the Leased Premises. [not applicable]
ARTICLE 11 Party A shall guarantee that the Leased Premises and its
auxiliary facilities handed over are suitable for lease purpose and the safety
facilities comply with requirements of relevant laws, regulations or rules.
In the event that Party B incurs any personal or property damage in the
Leased Premises due to Party A's fault or negligence, Party B shall have the
right to claim for corresponding compensation against Party A.
ARTICLE 12 Party B shall use the Leased Premises and its auxiliary
facilities in a reasonable way and may not use the Leased Premises for any
illegal activities. Party A may not interrupt or hinder Party B from normal and
reasonable use of the Leased Premises.
ARTICLE 13 If during the course using the Leased Premises by Party B, there
is or occurs any damage or malfunction with the Leased Premises or its auxiliary
facilities which may affect its safety and normal use, Party B shall inform
Party A on a timely basis and take possibly effective measures to prevent
further expansion of the defect. Party A shall start to repair or directly
entrust Party B to repair in ____ days after
receiving notice from Party B. If Party B is unable to inform Party A or Party A
fails to perform its obligation to repair within aforesaid period after
receiving such notice, Party B may make repair after filing with the contract
registration authority. [not applicable]
In the event that immediate repair is required due to urgent event, Party B
shall make repair first and inform Party A of relevant situation on a timely
basis.
The repair expense incurred under the foregoing two provisions (including
reasonable expenses incurred by Party B in repairing or preventing expansion of
defect) shall be born by Party A. If Party B fails to perform its obligation
under the foregoing two provisions to inform on a timely basis or take possibly
effective measures which causes further loss, such (further) repair expense
shall be born by Party B.
ARTICLE 14 If any safety risk, damage or malfunction arise with the Leased
Premises or its auxiliary facilities due to misuse or unreasonable use by Party
B, Party B shall inform Party A on a timely basis and be responsible for repair
or compensation. If Party B refuses to repair or compensate, after filing with
the contract registration authority, Party A may make repair directly with
relevant repair expenses born by Party B.
ARTICLE 15 During the term of this Agreement, to conduct rebuilding,
enlargement or decoration to the Leased Premises by either Party A or Party B,
the parties shall enter into an additional written agreement.
In the case provided above, if approval of relevant authorities is
required, such rebuilding, enlargement or decoration may not be made until
approved.
ARTICLE 16
[ ] During the term of lease, Party B may sub-let all or part of the Leased
Premises to a third party and register with relevant premises lease supervising
authority, provided that, the term of such sub-lease shall not exceed the term
of lease agreed under this Agreement.
[ ] Party B may not sub-let all or part of the Leased Premises to any third
party. However, during the term of lease, upon written consent of Party A, Party
B may go through registration procedure based on such consent, provided that,
the term of such sub-lease shall not exceed the term of lease agreed under this
Agreement.
[X] During the term of lease, Party B may not sub-let all or part of the
Leased Premises to any third party.
(The parties shall select one item among above three items and add "[X]" on
the [ ] of the selected item.)
ARTICLE 17 During the term of this Agreement, in case that Party A plans to
transfer all or part of the property right of the Leased Premises, it shall
notify Party B in writing one month prior to such transfer. Under the same
condition, Party B shall have the right of first refusal to purchase.
When transferring the Leased Premises to a third party, Party A shall be
obligated to inform the assignee to continue with implementation of this
Agreement when executing the transfer agreement.
ARTICLE 18 During the term of this Agreement, in any of the following
events, this Agreement may be terminated or modified:
a. that it is impractical to implement this Agreement due to force
majeure;
b. that the Leased Premises is confiscated, taken over, taken back or
demolished by the government;
c. that the parties achieve agreement on termination or modification.
ARTICLE 19 In any of the following events, with respect to losses caused,
Party A may,
[X] request Party B to compensate its loss;
[X] keep the lease deposit;
[ ] request Party B to pay a liquidated damage of Renminbi _____ yuan (in
character: ________yuan).
(The parties shall select among above three items through discussion and
add "[X]" on the [ ] of the selected item.)
a. that Party B delays to pay rent for more than 30 days (one month);
b. that the delay of Party B may cause Party A losses of more than thirty
thousand yuan;
c. that Party B uses the Leased Premises for illegal purpose against
interest of public or any other party;
d. that Party B changes the structure or statutory usage of the Leased
Premises without permission;
e. that Party B fails to repair or pay repair expenses according to
Article 14 hereof, which cause serious damage to the real estate or
facilities;
f. that Party B conducts decoration to the Leased Premises without
consent of Party A and approval of relevant authorities; or
g. that Party B sub-lets the Leased Premises to a third party without
permission.
In addition to imposing on Party B liability for compensation or breach of
contract, Party A may also terminate this Agreement or request to modify the
Agreement, as the case may be.
ARTICLE 20 In any of the following events, with respect to losses caused,
Party B may,
[X] require Party A to compensate its loss;
[ ] request Party A to return double of the lease deposit;
[ ] request Party A to pay a liquidated damage of Renminbi _____ yuan (in
character: ________ yuan).
(The parties shall select among above three items through discussion and
add "[X]" on the [ ] of the selected item.)
a. that Party A delays to hand over the Leased Premises for more than 30
days (one month);
b. that Party A is in breach of Item 1 of Article 11 hereof which makes
it impossible to realize the purpose of lease on the part of Party B;
c. that Party A fails to repair or pay repair expenses in violation of
Article 13 hereof; or
d. that Party A conducts rebuilding, enlargement or decoration to the
Leased Premises without consent of Party B or approval of relevant
authorities;
In addition to imposing on Party A liability for compensation or breach of
contract, Party A may also terminate this Agreement (in which case Party B shall
inform Party A in writing and return the Leased Premises after receiving
relevant compensation) or request to modify the Agreement, as the case may be.
During the period from the time when Party A receives notice to the time
when Party B gets compensation, Party B needs not to pay any rent to Party A.
ARTICLE 21 After termination of this Agreement, Party B shall vacate and
return the Leased Premises in 5 days, ensure the Leased Premises and its
auxiliary facilities in good condition and pay off various fees that shall be
born by Party B and complete relevant handover procedures.
In case that Party B delays in vacating of or returning the Leased
Premises, Party A shall have the right to take back the Leased Premises and
charge a double rent against Party B for the delay period.
ARTICLE 22 In case that Party B is willing to continue renting the Leased
Premises after expiry of the lease term agreed hereunder, Party B shall raise
such renewing request to Party A two months prior to the expiry date. Under the
same condition, Party B shall have the priority right to rent the Leased
Premises.
If agreement is achieved between the parties concerning renewal, Party A
and Party B shall execute a new agreement separately and register such agreement
with contract registration authority again.
ARTICLE 23 Party A and Party B shall comply with provisions agreed
hereunder on its own initiative. Either party in breach of contract shall bear
corresponding liability for its breach in accordance with this Agreement.
ARTICLE 24 Parties may make additional agreement with respect to matters
not
covered by this Agreement in annexes. The content of the annexes, as a part of
this Agreement shall have equal effect with the text of this Agreement after
being signed and stamped by the parties.
Any modification on this Agreement by both parties during the term of lease
shall be registered with the original contract registration authority. Upon
registration, such agreement shall have equal effect as this Agreement.
ARTICLE 25 Any dispute arising between the Parties involving this Agreement
shall be resolved through negotiation. In case of failure to resolve through
negotiation, either party may apply for mediation by the registration authority.
In case of failure to resolve by mediation, either party may
[X] apply for arbitration by Shenzhen Arbitration Commission;
[ ] apply for arbitration by Shenzhen Branch of China International
Economics and Trade Commission; or
[ ] file litigation in the People's Court.
(The parties shall select one among above three dispute resolution ways
through negotiation and add "[X]" on the [ ] of the selected item.)
ARTICLE 26 This Agreement shall become effective on the date of execution.
Parties shall apply for registration in supervision authority in ten days after
executing this Agreement.
ARTICLE 27 The Chinese version of this Agreement is the formal version.
ARTICLE 28 This Agreement is executed in four originals, of which one shall
be kept by Party A, one by Party B, one by the contract registration authority
and one by other relevant authority.
Party A (signature and/or stamp) /s/ Shenzhen Renbao Investment Real Estate
Management Limited
Legal Representative:
________________
Contact Tel.: ________________________
Bank Account: ________________________
Agent (signature and/or stamp): /s/ ▇▇ ▇▇▇▇▇▇▇ June 11, 2004
Party B (signature and/or stamp)
/s/ Shenzhen Nepstar Pharmaceutical Co., Ltd.
Legal Representative: _______________________________
Contact Tel.: _______________________________________
Bank Account: _______________________________________
Agent (signature and/or stamp): _____________________
/s/ ▇▇▇▇ ▇▇▇▇ June 11, 2004
Registrar (signature and/or stamp):
/s/ ▇▇▇▇ ▇▇▇▇▇
Contract Registration Authority (signature and/or stamp):
/s/ Property Administration of Nanshan District, Shenzhen City
June 18, 2004
(Annex)
Supplementary Agreement:
1. Party A agrees that the period from June 16, 2004 to July 10, 2004 is the
fit-out period for Party B, during which Party B needs not pay any rent
except property managing fee and water and electricity charge. If Party A
delays in handing over the premises, the fit-out period shall be postponed
correspondingly. As long as Party B's fit-out plan is not in violation of
fire-protection safety rules and does not harm the major structure of the
premises, Party A shall confirm on a timely basis.
2. Parties agree to revise Article 13 of the Agreement as the following: if
during the term of lease, there is any malfunction or damage with the
facilities (except with the major structure) and the air-conditioning
system of the premises, Party B shall be responsible for repair and bear
relevant repair expenses. After expiry of the lease term, Party B shall
return Party A with normal and complete facilities (including
air-conditioner).
3. The management fee and water and electricity charge of the leased premises
shall be paid by Party B directly to the management office every month.
4. Parties agree that the unit rent for the leased premises shall be 25
yuan/m(2) per month for the period from July 11, 2004 to July 10, 2008 and
26 yuan/m2 per month for the period from July 11, 2008 to July 10, 2009.
Party A: /s/ Shenzhen Renbao Party B: /s/ Shenzhen Nepstar
Investment Real Estate Pharmaceutical Co., Ltd.
Management Limited
June 11, 2004 June 11, 2004
MATERIALS TO BE SUBMITTED FOR REGISTRATION OF REAL ESTATE LEASE AGREEMENT:
1. real estate right certificate or other effective certificate proving the
ownership of relevant right on the real estate (the original presented with a
photocopy submitted);
2. identity certificates or legal qualification certificates of lessor and
lessee, including:
a. for institutions
organization establishment document or business license (the original presented
with a photocopy submitted);
the original of legal representative certification;
identity certificate of legal representative (the original presented with a
photocopy submitted) and the original of power of attorney (the power of
attorney for a foreign entity shall be notarized or certified as required).
b. for individual
identity certificate or legal qualification certificate of the lessor (the
original presented with a photocopy submitted).
If the purpose of leased premises is for residence and the lessee is a woman at
child-bearing age, marriage and childbirth certificate for floating population
issued by family-planning authority of the town (street) where the lessee
currently inhabits is required.
3. in case that the real estate is under custody of others, the power of
attorney and identity certificate of the custodian; in case that the real estate
leased is under co-ownership, consent of lease by all co-owners and power of
attorney.
4. the real estate lease agreement.
