Lease Agreement No. DC-ZW-TD-12 of Tengda Building
Exhibit
4.56
Reference
No. DC – ZW – TD – 012
Lease
Agreement No. DC-ZW-TD-12 of Tengda Building
Lessor:
Beijing Gaoling Estate Development Co., Ltd.
Lessee:
Beijing AirInbox Information Technologies Co., Ltd.
Lessor is
the title owner of the Tengda Plaza; and the Lessor desires to lease to Lessee
and the Lessee desires to lease from Lessor. The Contract is hereby entered into
by and between the Lessor and Lessee after negotiations in accordance with the
Contract Law of the People’s Republic of China to stipulate the rights and
obligations of each of the Lessor and Lessee.
|
Article
1
|
Rental,
Property Management Charge and
Deposit
|
|
Subsection
1
|
Lessor
agrees to lease rooms 01/02/03/10/11 on the 7th
floor of Tengda Plaza, of which the total leased area of the premises
(hereinafter the “Premises”) is 836 square
meters as confirmed by the parties (the layout of which is set forth in
Appendix I hereto, however which is provided merely for the purpose of
determining the location of the Premises), which shall be leased to Lessee
for the purpose of office use.
|
|
Subsection
2
|
The
lease term of the Premises shall be one year and three months, commencing
from May 28, 2008 through August 27,
2009.
|
|
Subsection
3
|
The
rental of the Premises shall be RMB 3.30 per day per square meter and the
property management charge shall be RMB 1.00 per day per square meter, of
which the aggregated monthly rental (including property management
charges) of the subject matter of the Contract shall be RMB 107,844.00.
Under this Contract each month will be computed on a 30-day basis. The
rental and property management charges shall be paid on a monthly basis by
means of advanced payment, whereby the Lessee shall pay the Lessor the
rental and property management charges for the next payment period within
10 days before the commencement of the next payment period (payment period
shall be the 28th
day of the applicable month through the 27th
day of the following month) and such payment shall be deemed as paid with
receipt of the Lessor. If the Lessee fails to make any payment above
according to the terms of the Contract, the Lessee shall pay Lessor a late
payment fee computed at 0.02% of all amount due for each default
day.
|
|
Subsection
4
|
If
the Contract term is longer than two years, the Lessor reserves the right
to adjust the rental and property management charge of the Premises after
such two-year period.
|
1
|
Subsection
5
|
As
of the signing of this Contract, the Lessee shall pay Lessor a deposit as
guarantee of its faithful performance of the terms of the Contract
(hereinafter the “Deposit”), which shall
be equal to three months rentals and property management charges, i.e. RMB
323,532.00 (RMB Three Hundred and Twenty-Three Thousand Five Hundred and
Thirty-Two) in aggregate.
|
|
Subsection
6
|
If
the Lessor fails to deliver the Premises to Lessee for use two months
after the commencement date of the lease due to a default or negligence
not attributable to Lessor, the Lessee may terminate the Contract by
serving a written notice to Lessor, under which circumstances the Lessor
shall refund (without interest) to Lessee all the Deposit, rental and
property management charges received by
Lessor.
|
|
Subsection
7
|
If
the Lessee fails to comply with any of the terms and conditions of the
Contract (including delay of payment for rental, property management
charges or compensation of losses or any other failure in performing the
contractual obligations) and the Lessee’s failure of compliance with the
obligations provided in the Contract or any of its supplemental agreements
has caused losses to the Lessor, the Lessor has the right to deduct the
Deposit to offset such losses suffered by Lessor and any amount payable by
Lessee. After the Lessor deducts the Deposit to offset the payment due by
Lessee as per the terms of the Contract, and therefore the Deposit
retained is less than the amount provided in Subsection 5 of this Article,
Lessee shall make up the difference within 5 working days after the
receipt of the written notice from Lessor. If Lessee fails to do so, the
Lessor has the right to take measures, including suspension of telephone
services or power supply, up to termination of the Contract, and claim
from the Lessee the relevant economic losses which are not compensated for
by the Deposit.
|
|
Subsection
8
|
Lessor
shall fully refund the Lessee the Deposit (without interest) within 30
days after the Contract is expired, the Premises are handed over back and
all the relevant payments in terms of the Premises are settled, provided
that the Lessee has fully complied with all the terms and conditions of
the Contract.
|
|
Subsection
9
|
Without
the consent of the Lessor, the Lessee shall not assign the claim of
Deposit to any third party or create a mortgage on the
same.
|
|
Article
2
|
Termination
of the Contract by the Lessee during the Contract
Term
|
The
Lessee has the right to terminate the Contract during the Contract term,
provided that a written notice has been served to the Lessor and the entire
Deposit shall be paid to the Lessor.
|
Article
3
|
Interior
Facility and Reconstruction of the
Premises
|
|
Subsection
1
|
The
Lessor shall provide the following facilities within the
Premises:
|
|
1.
|
central
air-conditioning, and ceiling (including intake, automatic smoke sensor,
spiracle, and illumination);
and
|
2
|
2.
|
220V
power supply, communication cables, and sockets for satellite
TV.
|
|
Subsection
2
|
If
the Lessee desires to decorate or reconstruct the Premises, it shall
provide the Lessor with the shop drawings, plans and the information about
the contractor(s) and person(s) hired therefor in advance, and the
contractor(s) shall pay the Lessor the decoration work management fee at
RMB 6.55/construction square meter; and no construction shall be carried
out until the written consent has been obtained from the Lessor and the
contractor(s) has paid up the construction deposit and the relevant
management fee. Construction deposit will be refunded to the contractor(s)
after the construction is completed and the Lessor has inspected and
confirmed that the construction has been carried out in accordance with
the construction plans and budget approved by the Lessor, and there is no
damage to the facilities or devices within the building, etc. Any tax
levied on the interior decoration or facility added by the Lessee shall be
borne by the Lessee, regardless of the name and category on the invoice
for such tax.
|
|
Subsection
3
|
The
Lessee may lease direct telephone lines (use the name of the Lessor to
open an account in the telecommunications company) from the Lessor, of
which the costs will be paid by the Lessor upfront however, the Lessee
shall pay telephone deposit of XXX 0000/xxxx (XXX Five Thousand per line)
and line maintenance fee RMB 300/year/line (RMB Three Hundred per year per
line) to the Lessor. After the payment of such telephone deposit and line
maintenance fee, the Lessee may immediately start the process of choosing
telephone numbers, and the Lessor shall be responsible for the
installation. The monthly telephone xxxx of the Lessee shall be paid
within 7 days after the receipt of the notice from the Lessor. Deposit
will be refunded to the Lessee without interest after the expiry of the
Contract. If the Lessee has its own telephone lines (transferred from
elsewhere) or applies for an account in the name of the Lessee to the
telecommunication company, the Lessee shall pay to the Lessor a lump sum
payment of line occupation fee of RMB 200/ line (RMB Two Hundred per line)
and account transfer fee of RMB 5/ line (RMB Five per line) and the annual
line maintenance fee of XXX 000/xxxx (XXX One Hundred per line); and the
Lessor shall provide assistance in the installation of the telephone
lines.
|
|
Article
4
|
Renewal
of the Lease
|
After the
expiry of the lease, the Lessee has the priority right to renew the Contract
under the same terms and condition, of which the terms and conditions shall be
subject to a mutual agreement (as of the renewal, the price adjustment shall be
determined by taking into account the increase/decrease of the Beijing municipal
realty industrial indices and the overall rental rate of this building),
provided that the Lessee shall issue a written notice to the Lessor three months
prior to the expiry of the Contract. If the Lessee doesn’t issue any notice
during the above period, the Lessor may deem that the Lessee chooses not to
renew the lease after the expiry of the Contract, and therefore the Lessee shall
be evacuated from the Premises on the termination date provided
herein.
3
|
Article
5
|
Return
of the Premises
|
|
Subsection
1
|
The
Lessee shall return the Premises on the date notified by the Lessor after
the expiry of the Contract. If the Premises are not returned on schedule
due to a reason attributable to the Lessee and the Premises have been
leased by a new lessee, the Lessor shall have the right to request the
Lessee to evacuate from the Premises within 3 days and withhold the
Deposit, either partially or entirely, paid by the Lessee to compensate
for the economic losses suffered by the Lessor as a result of such delay
in evacuating from the Premises by the Lessee. If the Deposit is not
sufficient to compensate for the losses suffered by the Lessor therefrom,
the Lessor shall have the right to claim such deficiency from the Lessee.
In case the Premises have not yet been leased by a new lessee, the Lessor
shall regard the Lessee has renewed the lease, under which circumstances
the Lessee shall complete the formalities for renewal. If the Lessee fails
to complete such formalities for renewal, the Lessor has the right to
request the Lessee to be evacuated from the Premises immediately and
withhold the Deposit, either partially or entirely, paid by the Lessee to
compensate for the economic losses suffered by the Lessor as a result of
such delay in evacuating from the Premises by the
Lessee.
|
|
Subsection
2
|
When
the Lessee returns the Premises upon the expiry of the Contract, the
Premises leased shall be of a good condition (except for natural wear and
tear). If the Lessor discovers any damage to the Premises or facilities
due to a reason attributable to the Lessee, the Lessor has the right to
withhold the Deposit to offset the relevant reasonable losses. If the
Deposit is not sufficient to compensate for such losses suffered by the
Lessor, the Lessee shall make up the deficiency to the Lessor within 3
days after the receipt of the written notice issued by the
Lessor.
|
|
Subsection
3
|
In
terms of any annexure to the Premises by the Lessee (with the permit of
the Lessor), it is not necessary that the Lessor will request the Lessee
to restore the Premises to the original status after the expiry of the
lease. If the Lessee doesn’t restore the Premises to the original status,
the Lessor is not obligated to compensate the Lessee in terms of the costs
of such annexure.
|
|
Article
6
|
Obligations
of the Lessee
|
The
Lessee agrees to comply with the following terms and conditions:
|
Subsection
1
|
The
Lessee shall strictly comply with the rules and regulations established by
the Lessor
or any of its agents, of which the details are set forth in Appendix II
Client Manual. If the Lessor makes any reasonable amendment to (add,
delete or revise) the rules and regulations, the Lessee shall continue
strictly complying with and implementing the same after the receipt of the
written notice from the Lessor and shall not refuse to do so without any
due reason. If there is any conflict between the terms of the Client
Manual and the terms of this Contract or any of its appendices, the terms
of the agreement and appendices that are signed by the Lessor and Lessee
shall prevail.
|
4
|
Subsection
2
|
The
Lessee shall not carry out or allow any person to deliberately carry out
any activity that invalidates or may invalidate the policy of the Premises
or the building or may result in the increase of the premium. Otherwise,
if the Lessor has to purchase a separate insurance policy as a result of
Lessee’s sole default in violating this article, the Lessee shall bear the
relevant incremental premium and other relevant costs, which shall be paid
by the Lessee in a timely manner within the time period provided by the
Lessor after the occurrence of a relevant
event.
|
|
Subsection
3
|
The
Lessee shall not:
|
|
1.
|
use
the Premises to carry out any illegal
activity;
|
|
2.
|
transfer
the rights of the lessee under the Contract to a third party or create a
mortgage on the same;
|
|
3.
|
sublease
the Premises to a third party or allow a third party to use the Premises,
either partially or entirely;
|
|
4.
|
jointly
use the Premises with a third party (excluding an affiliate of the Lessee,
whereby an affiliate refers to the parent company, subsidiary or branch of
the Lessee or a company which has the common shareholder(s) and same legal
representative as those of the Lessee), or use the Premises in any name
other than the name of the Lessee, without the written consent from the
Lessor; or
|
|
5.
|
transfer
the title or proprietary right of or mortgage to a third party any
interior decoration, facilities or articles owned by the Lessor within the
Premises.
|
|
Subsection
4
|
The
Lessee shall be responsible for the security within the Premises during
the lease term and shall be responsible for any loss or damage of any
property within the Premises. If there is a fire, the Lessee shall be
liable for compensations to the extent where the Lessee is held liable, as
the case may be.
|
|
Article
7
|
Obligations
of the Lessor
|
The
Lessor agrees to comply with the following terms and conditions:
|
Subsection
1
|
The
Lessor shall ensure the good condition of the public facilities of the
building (including illumination, air-conditioning, automatic smoke
sensors and spiracles, restrooms and elevators, etc.), and shall assign
personnel for maintenance immediately after the receipt of notice from the
Lessee in case of any malfunction.
|
|
Subsection
2
|
The
Lessor shall implement a strict 24 hours security policy so as to ensure
the safety of the building.
|
5
|
Subsection
3
|
If
the Lessee is unable to reasonably use the Premises due to a quality issue
of the same, the Lessor shall be liable for the relevant losses suffered
by the Lessee (except for the losses caused by an event under Article 9 of
the Contract or the quality problem as a result of the decoration carried
out by the Lessee).
|
|
Article
8
|
Compensation
and Liability of Breach
|
|
Subsection
1
|
The
Lessee shall be held liable for any losses suffered by the Lessor due to
any willful misconduct or negligence of the Lessee, or any of the agents
or contractors of the Lessee when carrying out their obligations as an
agent or contractor. Vice versa, the Lessor shall be held liable for any
losses suffered by the Lessee due to any willful misconduct or negligence
of the Lessor, or any of the agents or contractors of the Lessor when
carrying out their obligations as an agent or
contractor.
|
|
Subsection
2
|
If
the Lessee fails to comply with any term of the Contract or any of the
appendices or supplemental agreements hereto and doesn’t correct the same
within 7 days after the Lessee is notified by the Lessor in writing, the
Contract shall be terminated automatically 14 days after a written notice
of the Lessor. After the automatic termination of the Contract, the Lessee
shall evacuate from and return the Premises to the Lessor 5 days after the
written notification of the Lessor, and the Lessor shall have the right to
request the Lessee to pay liquidated damages equivalent to three months
rental and three months property management charges, of which the losses
and costs incurred therefrom shall be borne by the Lessee. If the Deposit
paid by the Lessee is equal to the amount of the above liquidated damages,
the Lessor may withhold the Deposit to offset the same; however, if the
Deposit is less than the amount of the liquidated damages, after the
Lessor offsets the liquidated damages with the Deposit, the Lessee shall
make up the deficiency to the Lessor. The above remedy under this
subsection shall not be exclusive, and the Lessor shall have the right to
take any other measures in respect of a breach of the
Lessee.
|
|
Article
9
|
Exemption
of Liability
|
The
Lessor shall not be held liable for any of the following:
|
1.
|
one
time suspension of use of any public facilities as a result of necessary
maintenance for the building or any reason not attributable to the
Lessor;
|
|
2.
|
any
loss of the Lessee as a result of a natural disaster, such as earthquake,
fire or flood, or any other force majeure event;
or
|
|
3.
|
any
loss of the Lessee due to a reason attributable to any other lessee or a
third party (however, the Lessor shall have the obligation to provide
assistance to the Lessee in claiming losses from the liable
party).
|
6
|
Article
10
|
Waiver
|
Any
waiver by the Lessor of a right under any terms or conditions hereunder shall
not be effective unless made in writing and signed by the Lessor. Any payment of
rental or other charges by the Lessee less than the amount provided herein, or
any consent from the Lessor on less payment of the Lessee shall not impair the
right of the Lessor to claim from the Lessee for any payment due or the right of
the Lessor to take any other actions according to the Contract or
law.
|
Article
11
|
Notice
|
Any
notice issued under the Contract shall be made in writing. Any invoices,
receipts or other notices from the Lessor to the Lessee shall be addressed to
the Lessee and deemed as served if delivered to the leased rooms, or addressed
to the address of the Lessee in Beijing by registered mail or courier. Any
notice from the Lessee to the Lessor shall be addressed to the following address
of the Lessor and deemed as served upon signing on receipt: Beijing Gaoling
Estate Development Co., Ltd., 000 XxXxxXxx Xxx Xxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxx, XXX.
|
Article
12
|
Dispute
|
This
Contract is governed by and construed in accordance with the laws of the
People’s Republic of China. If a dispute cannot be resolved by the Lessor and
the Lessee through consultations, either party may bring a lawsuit to a people’s
court.
|
Article
13
|
Business
License and Language
|
Prior to
the signing of the Contract, the Lessee shall produce the business license
issued by the government of the People’s Republic of China and the power of
attorney on the authorized signatory of the Lessee. The photocopy of the
business license and the original of the power of attorney shall be attached to
the Contract as an appendix. The appendices hereto shall take effect at the same
time when the Contract becomes effective, and shall constitute an integral part
of the Contract and have equal legal effect as the Contract.
The
Contract and the appendices hereto shall be made in either Chinese language
version or English language version, which shall have equal legal effect. The
Contract shall be made in two original copies, of which each of the Lessor and
the Lessee shall keep one.
|
Article
14
|
Supplemental
Agreement
|
The
parties may enter into supplemental agreement in terms of any matter not covered
hereunder, after separate negotiations, which shall be attached to the Contract,
become an integral part of the Contract and have the same legal effect as the
Contract.
The
Contract shall take effect on the date of signing and sealing and the full
payment of Deposit.
7
Appendix
I: Layout of the Premises
Appendix
II: Client Manual
Appendix
III: Supplemental Agreement(s)
8
[Signature
Page and No Content]
|
Lessor:
Beijing Gaoling Estate Development Co., Ltd.
|
Lessee:
Beijing AirInbox Information Technologies Co., Ltd.
|
|
|
Address:
168 XiZhiMen Wai Avenue, Haidian District, Beijing
|
Address:
|
|
|
Post
Code: 100044
|
Post
Code:
|
|
|
Legal
Representative or Authorized Representative: (signature)
|
Legal
Representative or Authorized Representative: (seal)
|
|
|
Telephone:
8838.3388
|
Telephone:
|
|
|
Bank:
|
Bank:
|
|
|
Account
No.:
|
Account
No.:
|
|
|
Dated:
May 12, 2008
|
Dated:
May 12, 2008
|
9
