Exhibit 10.12
FORM OF TENANCY AGREEMENT (FOR USE IN SHENZHEN)
(Summary Translation)
THIS AGREEMENT is made on the [specify date] day of [specify month and year]
BETWEEN:
(1) [specify name] ("LANDLORD")
(2) [Shenzhen GrenTech Co., Ltd.]/[Shenzhen Lingxian Technology Co., Ltd.], a
company incorporated under the laws of People's Republic of China and
having its office at [specify address] ("TENANT")
WHEREAS, the parties hereto have reached agreement with respect to the subject
matters hereunder, following friendly negotiations, and wish to enter into this
Agreement in accordance with the PRC Contract Law, the PRC Administrative
Measures Relating to Urban Real Properties and the Shenzhen Special Economic
Zone Provisions on Tenancies,
NOW IT IS HEREBY AGREED as follows:
1. PREMISE AND TERM OF TENANCY
Landlord hereby agrees to lease to Tenant, and Tenant agrees to lease from
Landlord, [specify name and location of premises] (the "PROPERTY") from
[specify date] to [specify date]. The gross floor area of the Property is
[specify number] square meters.
The use rights holder of the Property is [specify name] and the number of
the Use Right Certificate for the Property or other documents evidencing
such use rights are [specify details].
2. RENT
The monthly rental payment is Rmb [specify amount] per square meter and Rmb
[specify amount] in aggregate for the Property. The monthly payment shall
be due and payable on the [specify date] of every month during the tenancy
under this Agreement with the first monthly payment due and payable on
[specify date].
Landlord shall issue a PRC tax bureau sanctioned receipt to Tenant upon
receipt of each monthly payment from Tenant.
3. USE OF PROPERTY
Tenant shall use the Property for [specify use]. If Tenant intends to use
the Property for any other purpose, it must seek prior written consent from
Landlord and shall otherwise be subject to the rules and regulations of the
relevant government authorities on the use of the Property. If any
government approval is required for the proposed change in use of the
Property, Tenant shall not change its use of the Property until the
relevant government approval or consent has been obtained.
4. DELIVERY OF PROPERTY
Landlord shall deliver the Property to Tenant and complete all delivery
procedures on [specify date]. If the delivery is delayed by Landlord,
Tenant is entitled to postpone the tenancy under this Agreement
accordingly, in which case the parties shall confirm such postponement in
writing and cause it filed with the local land registry for record.
When the Property is delivered hereunder, both parties shall confirm in
writing the condition of the Property and any improvements and facilities
thereon, such confirmation to be attached to this Agreement as an appendix.
5. TENANCY DEPOSIT
(a) At the time of delivery of the Property to Tenant hereunder, Tenant
shall pay to Landlord a tenancy deposit of Rmb [specify amount] (not
to exceed the aggregate of three monthly rentals).
(b) Landlord shall issue a PRC tax bureau sanctioned receipt to Tenant
upon receipt of each monthly payment and the tenancy deposit from
Tenant.
(c) Landlord shall refund the tenancy deposit to Tenant when Tenant meets
the following conditions [specify the conditions].
(d) Landlord will not refund the tenancy deposit when the following
circumstances exist [specify circumstances].
6. RIGHTS AND OBLIGATIONS
During the tenancy hereunder:
(a) Landlord shall pay the real property taxes, land use fees and tenancy
management fee in respect of the Property, and Tenant shall pay the
building management fees, charges in respect of water, electricity,
[specify additional items] and all other fees incurred as a result of
its use of the Property;
(b) Landlord shall ensure that the Property and any improvements and
facilities thereon are suitable for purposes of the tenancy hereunder
and are safe in compliance with the relevant laws and regulations; and
where injuries are caused to any person or property of Tenant within
the Property and any improvements and facilities thereon as result of
the willful or wrongful act of Landlord, Tenant shall have a right to
seek compensation from Landlord;
(c) Tenant shall reasonably use the Property and any improvements and
facilities thereon; shall not use them in violation of any applicable
laws and regulations; and Landlord shall not interfere with or
otherwise object to any normal and reasonable use of the Property and
any improvements and facilities thereon by Tenant;
(d) During the tenancy hereunder, if any damage or defect is caused to the
Property not due to any act, neglect or default of Tenant and such
damage or defect is making the Property unsafe or unfit for continued
normal use by Tenant of the Property, Tenant shall promptly inform
Landlord thereof and take necessary measures to prevent the damage or
defect from deteriorating; Landlord shall, within [specify days] of
receipt of such notice, repair such damage or defect, including
authorizing Tenant to effect such repair; if Tenant cannot reach
Landlord with the notice after reasonable endeavors or Landlord fails
to effect the repair within the specified time after receipt of the
notice, Tenant may, after recording with the local land registry,
effect such repair and charge the related costs to Landlord's account;
alternatively, if there shall occur any such damage or defect that
requires emergency repair, Tenant may effect such repair, promptly
inform Landlord thereof and charge the related costs to Landlord's
account; provided, however, that, to the extent Tenant fails to
promptly take necessary measures to prevent the damage or defect from
deteriorating thereby causing additional damage to the Property,
Tenant shall be responsible for repairing the additional damages to
the Property;
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(e) During the tenancy hereunder, if any damage or defect is caused to the
Property due to any improper or unreasonable use by Tenant or such
improper or unreasonable use by Tenant has made the Property unsafe or
unfit for continued normal use of the Property, Tenant shall promptly
inform Landlord thereof and take necessary measures to repair such
damage or defect or compensate Landlord therefor; if Tenant fails to
repair and compensate, Landlord may, after recording with the local
land registry, effect such repair and charge the relevant costs to
Tenant's account;
(f) During the tenancy hereunder, neither Landlord nor Tenant, without the
prior written consent of the other party, shall make alterations to
the Property, such as reconstructing the Property and otherwise
modifying the Property; where any such alteration requires approval of
any relevant government authorities, no alteration shall be made to
the Property without first obtaining such governmental approval;
(g) During the tenancy hereunder (choose one of the following):
i. without the prior consent of Landlord, Tenant may sublet the
Property to any third party in part or in whole, in which case
Tenant shall register such subletting with the relevant land
registry, provided that the term of subletting shall not exceed
the expiration date of the tenancy hereunder; or
ii. with the prior consent of Landlord, Tenant may sublet the
Property to any third party in part or in whole, in which case
Tenant shall register such subletting with the relevant land
registry, provided that the term of subletting shall not exceed
the expiration date of the tenancy hereunder; or
iii. Tenant may not sublet the Property to any third party in part or
in whole;
(h) Tenant shall return the Property, including improvements and
facilities thereon, in good condition, normal wear and tear excepted,
to Landlord on [specify time] upon expiration of the tenancy
hereunder, with all fees and expenses incurred and payable by Tenant
during the tenancy hereunder properly paid or settled and proper
procedures completed for the returning the possession of the Property
to Landlord; and
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(i) During the tenancy hereunder, if Landlord shall assign a part or the
whole of the Property to a third party, Landlord shall give at least
one month's prior written notice to Tenant and Tenant shall have the
right of first refusal to purchase the Property with the same terms.
When Landlord assigns the Property to a third party, Landlord shall
inform the assignee that the assignee has an obligation to continue to
perform this Agreement.
7. REMEDIES
(a) Landlord may (choose one or more of the following):
i. claim damages from Tenant;
ii. keep the tenancy deposit made by Tenant hereunder in forfeiture;
iii. require Tenant to pay Rmb [specify amount] as damages;
if any of the following shall occur:
1) Tenant shall have failed to pay rent hereunder for more than
[specify number of days];
2) Tenant shall have failed to pay other fees and charges hereunder
for more than Rmb [specify amount];
3) Tenant shall have carried out unlawful activities in the Property
or activities in violation of public interest or interest of
other persons;
4) any material damage or defect shall have been caused to the
Property due to improper or unreasonable use by Tenant of the
Property or such improper or unreasonable use by Tenant shall
have made the Property unsafe or unfit for continued normal use
and Tenant shall have failed to take necessary measures to repair
such damage or defect or to pay costs for such repair and damage;
5) Tenant, without the prior written consent of Landlord and
approval of the relevant government authorities, shall have made
alterations or modifications to the Property in breach of this
Agreement; and
6) Tenant shall have sub-let the Property without the prior consent
of Landlord in breach of this Agreement.
In addition, Landlord may terminate this Agreement or seek amendment
to this Agreement if there shall occur any of the events described in
this section.
(b) Tenant may (choose one or more of the following):
i. claim damages from Landlord;
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ii. require Landlord to (a) return the tenancy deposit made by Tenant
hereunder and (b) compensate Tenant by paying an additional
equivalent amount of the tenancy deposit subject to return;
iii. require Landlord to pay Rmb [specify amount] as damages;
if any of the following shall occur:
1) Landlord shall have failed to deliver the Property hereunder for
more than [specify number of days];
2) Landlord shall have failed to ensure the Property and any
improvements and facilities thereon to be suitable for purposes
of the tenancy hereunder or their safety in compliance with the
relevant laws and regulations;
3) Landlord shall have carried out unlawful activities in the
Property or activities in violation of public interest or
interest of other persons;
4) any damage or defect shall have been caused to the Property not
due to any act, neglect or default of Tenant and such damage or
defect is making the Property unsafe or unfit for continued
normal use by Tenant of the Property and Landlord shall have
failed to take necessary measures to repair such damage or defect
or to pay costs for such repair and damage; and
5) Landlord, without the prior written consent of Tenant and
approval of the relevant government authorities, shall have made
alterations or modifications to the Property in breach of this
Agreement.
In addition, Tenant may terminate this Agreement or seek amendment to
this Agreement if there shall occur any of the events described in
this section; in which event, Tenant shall return the Property to
Landlord upon receipt of the compensation provided herein; provided,
however, that Tenant shall not be obligated to pay rent hereunder
during the period when Landlord has received notice from Tenant
hereunder until Tenant is in receipt of the compensation provided
herein.
8. DISPUTE RESOLUTION
Any dispute hereunder shall be resolved through negotiation; failing which,
it may be submitted by either party to the land registry where this
Agreement is registered for mediation; failing which, either party may
submit the dispute to (choose one of the following):
(a) Shenzhen Arbitration Commission for arbitration;
(b) China International Economic and Trade Arbitration Commission, or
CIETAC, Shenzhen Branch, for arbitration;
(c) any competent people's court for resolution.
9. FORCE MAJEURE
Upon the occurrence of any of the following circumstances, this Agreement
may be terminated or revised:
(a) occurrence of an event of force majeure that makes it impossible to
perform this Agreement; or
(b) appropriation, expropriation or nationalization of the Property by the
government.
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10. RENEWAL
Tenant may give written notice to Landlord at least [specify time] before
the expiration of the tenancy hereunder with a view to continuing the
tenancy of the Property subject to a new tenancy agreement. Tenant shall
have priority in the tenancy over other potential tenants under similar
tenancy terms and conditions.
11. MISCELLANEOUS
(a) This Agreement may be amended or supplemented by mutual agreement of
the parties hereto.
(b) This Agreement shall be made in Chinese and in [specify number]
counterparts. The Landlord and Tenant shall each hold one copy.
(c) The parties shall register or file for record purposes, as the case
may be, this Agreement with the competent government agencies within
ten days of execution hereof.
IN WITNESS thereof the parties hereto have signed this Agreement the day and
year first above written.
Signed by:
--------------------------
For and on behalf of
[specify Landlord's name]
Signed by:
--------------------------
For and on behalf of
Shenzhen GrenTech Co., Ltd.
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