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Exhibit 10.34
REAL PROPERTY LEASE CONTRACT
PARTIES :
Lessor: (Hereinafter identified as Party A): Zhong He Real Estate Development
Company
Lessee: (Hereinafter identified as Party B): Beijing Oplink Communications, Inc.
In accordance with the provisions of the contract laws and related regulations
and decrees of the People's Republic of China, Parties A & B have reached the
following agreement based on equal, voluntary, and mutual consent regarding the
leased properties as follows:
ARTICLE 1 PREMISES & EQUIPMENT
Party B agrees to lease from Party A real property located at
Beijing City Fong Tai District Qiao Nan Advanced Technology
Property District No. 6 Lot C Zhong He Technology Yuan (Zhong He
Road No. 1)
03# Plant SIX STORIES_______________________________
04# Plant ---_______________________________________
04# Plant East side one story building, ---_________________
The size of the leased real property is 1,095 square meters,
for blue print of said property see addendum 1; for details of
built-in equipment see addendum 2; Real Estate Certificate of
said property, Land certificate see addendum 3.
ARTICLE 2 USE
1. By the request of Zhong Guan Tsun Technology Yuan district
Fong Tai Yuan to its enterprise tenants, both parties
confirmed that the premises leased by Party B shall be used
for common research and development purposes.
2. Any adjustment of usage by party B must be reported to party
A for approval; otherwise, usage may not be altered.
ARTICLE 3 LEASE PERIOD
1. The total lease period shall be three years --- months:
Lessor shall deliver the leased property to Party B for usage
starting June 1, 2000 and to be returned on May 31, 2003.
2. Party A agrees that :
3. A rent-free period shall be provided to Party B from ---
year--- month --- day until --- year --- month ---day; the
rent-free period is intended for the purposes of remodeling
and preparation. Rent shall be calculated from the first day
after the end of the rent-free period.
ARTICLE 4 RENT, PAYMENT METHOD, DUE DATE.
1. Annual rent ---- (Based on size of premises, including
property management fee) ;
2. Annual rent $299,756 [SIC] (Based on size of building, not
including property management fee)
3. Rent --- based on ------ from --- annual rent incremental
increase of ---%, calculated based on formula, see addendum
4: (Details of annual rent schedule)
4. Payment method, due date
Annual rent is TWO HUNDRED NINETY-NINE THOUSAND SEVEN
HUNDRED FIFTY-SIX RMB [SIC] annually; Party B shall
calculate rent TWICE YEARLY; Party B shall pay to the escrow
company on the day
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when this contract takes effect 60% of rent for the time
period $----- RMB, balance due & payable upon satisfactory
inspection of premises prior to move-in. The remaining rent
shall be calculated (annually), and shall be payable by
(season) (half-yearly)(annually) within three days of the
sixth month by Party B to Party A.
ARTICLE 5 REPAIRS AND MAINTENANCE
1. During the lease period, Party A shall conduct inspections
of the property and built-in equipment regularly for
necessary repairs and maintenance to assure normal usage by
the lessee. Party B shall cooperate to the best of its
ability not to disrupt such process.
2. Party A shall bear the burden of cost of ordinary major
repairs to the real property and the cost of routine
maintenance of the original real property (equipment not
included)[STRUCK OUT]; damages and maintenance costs
incurred to the real property and its built-in equipment due
to misuse by Party B shall be paid by Party B and it is the
responsibility of Party B to compensate any losses incurred;
3. During the lease period, Party B shall comply with the
regulations set by Party A and the local authority, any
safety measures, such as fire safety, general management and
security, and, generally, bear full responsibility and
submit to inspections by inspector(s) from Party A.
ARTICLE 6 REMODELING
Party B shall not damage the building structure or related
equipment; if remodeling or installation of equipment(s) which
may effect building structure is necessary prior to move-in, a
plan of such design and/or equipment to be installed must first
be submitted to Party A. After written permission from Party A
is acquired, Party B shall apply to the relevant department for
approval; the costs of remodeling and any other costs incurred
during the remodeling period shall be paid by Party B. Upon
termination of the lease, unless otherwise agreed, Party A
reserves the right to demand return of the premises in their
original condition or be paid the cost to restore the premises
to their original condition.
ARTICLE 7 CONFIRMATION OF DELIVERY
1. Party A shall deliver to Party B within three days from
execution of the lease all of said premises and equipment in
original condition; upon delivery, both parties shall send
representative(s) on site to inspect the condition of the
building and equipment upon transfer, and take inventory
according to addendum 2. Both parties shall sign a
confirmation letter (see addendum 5). After damages or
shortages have been repaired and replaced and are in order
(if applicable), Party A shall no longer be responsible for
providing free maintenance or replacement of equipment in
case of any further damages and/or losses.
2. If Party A fails to deliver the premises and equipment
according to contract, the lease period shall be extended
accordingly.
ARTICLE 8 AGREEMENT ON RELATED EXPENSES DURING LEASE PERIOD
During the lease period, the following expenses shall be paid
by Party B. Party B shall bear the consequences of breaching
the contract in case of late payment:
1. Water, electricity bills;
2. Heating bills: $20[SIC]/square meter X year
3. ____________________________
4. ____________________________
During the lease period, if there are additional fees demanded
by governmental departments relating to the premises, such
fees shall be paid by Party B.
ARTICLE 9 FEE SCHEDULE RELATING TO PROPERTY MANAGEMENT SERVICES
For details see addendum 6.
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ARTICLE 10 EXPIRATION OF LEASE
1. Upon expiration of the lease, said contract shall cease in
its effect, and Party B shall return the premises to Party
A. In case an extension of lease is requested by Party B, a
written request shall be submitted to Party A three months
prior [PRESUMED: TO THE END OF THE LEASE]; Party A shall
respond in writing to Party B two months prior to expiration
of lease. If an extension is granted, a lease contract shall
be signed.
ARTICLE 11 RIGHTS AND OBLIGATIONS OF PARTY A
RIGHTS
1. Party A has the right to collect rent on time,
2. Party A has the right to demand that the lessee comply with
the contract or reasonable proper use of leased properties.
3. Party A has the right to recovery of the premises in a
timely manner upon termination of the lease.
4. Party A has the right to terminate the contract and receive
compensation;
5. Party A has the right to demand that Party B return the
premises in original condition.
6. Party A has the right to transfer the property, use it as
collateral, and guarantee the continued performance of the
original lease.
OBLIGATIONS
1. Delivery of premises to lessee at the time agreed;
2. Guarantee that the leased property corresponds and will
continue to correspond to the condition and usage indicated
in the agreement.
3. Lessor has the obligation to repair or replace leased
properties unless otherwise regulated by law or otherwise
stated in the contract.
4. Strict compliance with obligations according to the items set
out in the contract.
5. Strictly follow governmental regulation to provide services,
and collect fees according to the fee schedule.
ARTICLE 12 RIGHTS AND OBLIGATIONS OF PARTY B
RIGHTS
1. Party B has the right to demand that lessor deliver leased
property.
2. Party B has the right to utilize the leased property according
to contract.
3. Party B has the right to demand that lessor guarantee the
good condition of the leased items according to laws or
contract.
4. Party B has the right to profit from usage of the leased items.
5. Party B has the right to make proper additions to the leased
items.
6. Party B has the right to refuse compliance with any request
and unreasonable charges by Party A which may be in
violation of government regulations.
OBLIGATIONS
1. Lessee shall pay rent to lessor according to due date, method
and location as indicated in the contract.
2. Lessee shall utilize the leased property as indicated in the
contract.
3. Properly manage the leased property.
4. Return the leased property upon termination of contract in a
timely manner,
5. Strict compliance with obligations as indicated in the
articles.
ARTICLE 13 TERMINATION OF LEASE DUE TO CONDUCT OF PARTY B
Party A may terminate the lease contract and repossess the
leased property upon any of the following conduct by Party B.
Party B shall be responsible for compensation of damages
suffered by Party A:
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1. Subleasing of premises without approval;
2. Transfer, loan or exchange of premises without approval;
3. Disassembling or alteration of leased building structure or
alteration of usage without approval;
4. Accumulated late payment of rent up to three months;
5. Utilizing the leased premises for illegal activities;
6. Intentionally damaging the leased premises;
Due to the above circumstances Party A may execute early
termination and notify Party B in writing, Party B shall
immediately vacate and return the premises, rent shall be
calculated accordingly. Party A may choose not to terminate the
contract, but to demand compensation from Party B for losses
[instead].
ARTICLE 14 EARLY TERMINATION OF CONTRACT
1. In case of early termination within the term of the lease by
either party, three month's notification must be given in
writing, termination shall take effect after mutual
agreement has been reached and signed by both parties; this
contract remains in effect until the termination agreement
is signed. If Party A must terminate the contract due to
state construction or development, to force majeure factors
or to the occurrence of the conditions provided for in
Article 14 hereinbelow, Party A shall not compensate Party B
for economic losses.
2. In case Party B proposes early termination, a three month
notification shall be given to Party A, all costs as
indicated in the contract shall be settled upon termination.
At the same time, Party B shall settle all loans and
payables with its tenants, otherwise this contract will not
be terminated, Party B shall be held responsible for all
losses suffered by Party A.
3. If Party B did not pay initial rent on time, such failure
would be considered a breach of contract, and Party A may
execute early termination. Deposits will not be refunded.
ARTICLE 15 RESPONSIBILITY ON BREACH OF CONTRACT
1. Both parties must abide by the contract during the lease
period; either party is subject to a fine of 2 % of annual
rent payable to the other party as a "breach of contract
fee" if the contract is violated. In the event that Party B
is delinquent in payment of rent, for each day of such
delinquency, Party A shall be entitled to levy an additional
late payment charge of 2 % of the monthly rent amount.
2. Neither party will be held responsible for damages and
losses to the premises due to reasons beyond their control.
ARTICLE 16 Incomplete matters not regulated in this contract shall be
discussed by Party A & B separately and a supplemental agreement
shall be signed in addition to this contract. Supplemental
agreements shall have the same legal effect as the original
contract.
ARTICLE 17 Addenda to this contract are an integral part of this contract
and may not be separated therefrom. Filled in blanks and printed
language have the same effect within this contract and the
addenda thereto. Matters not regulated in this contract, addenda
and supplemental agreements must be executed in accordance with
the provisions of the laws, decrees and policies of the People's
Republic of China.
ARTICLE 18 This contract shall be notarized by the notary department at the
location of the premises if either or both parties is/are an
overseas organization or individual.
ARTICLE 19 Any dispute during the implementation of the lease shall be
negotiated between the two parties. Upon failure of resolution,
Party A & B both agree to submit the dispute to the local
Arbitration Commission for an Arbitration process. (If Parties A
& B did not specify an Arbitration organization, and did not
reach a settlement after written arbitration, a complaint may be
submitted to the People's Court for litigation.)
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ARTICLE 20 RECORDING & REGISTRATION
Within 10 days from the effective date of this contract, Parties
A & B shall bring forth this contract and related certificates
to apply for registration with the Chamber of Commerce, Tax
Department and Real Estate Commission.
ARTICLE 21 This contract including addenda contain(s) ---- pages in two
originals: each party shall retain one original, each having the
same legal effect.
Party A (Signature & Seal) Party B (Signature & Seal)
Representative of Party A Representative of Party B
(Signature & Seal) (Signature & Seal)
[ILLEGIBLE] Liu Xian Yong
May 8, 2000 May 8, 2000
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