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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 Sixth Story
--------------------------------------------
04# Plant ---
--------------------------------------------
04# Plant East side one story building, ---
-----------------------
The size of the leased real property is 1,090 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 research 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
The total lease period shall be three years: Lessor shall
deliver the leased property to Party B for usage starting
August 1, 2000 and to be returned on July 31, 2003.
ARTICLE 4 RENT, PAYMENT METHOD, DUE DATE.
1. Rent (based on size of premises, not including property
management fee) $0.65/square meter day;
2. Rent --- based on ------- from --- annual rent
incremental increase of ---%, calculated based on
formula, see addendum 4: (Details of annual rent
schedule)
Breakdown of Annual Rent
August 2000 to July 2001 [RMB] Two Hundred Fifty-Eight
Thousand Six Hundred and Two Dollars and Fifty Cents
August 2001 to July 2001 [RMB] Two Hundred Fifty-Eight
Thousand Six Hundred and Two Dollars and Fifty Cents
August 2001 to July 2001 [RMB] Two Hundred Fifty-Eight
Thousand Six Hundred and Two Dollars and Fifty Cents
3. Payment method, due date
Party B shall pay rent with checks. Rent shall be
calculated and paid quarterly within three (3) days of
the first month of each quarter.
ARTICLE 5 REPAIRS AND MAINTENANCE
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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
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 5.
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ARTICLE 10 EXPIRATION OF LEASE
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. In the event that Party B breaches any provision of the
lease or operates in violation of any law or
regulation, Party A has the right to terminate the
contract and receive compensation.
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. 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 unilaterally terminate the
lease in the event that Party A does not fulfill its
contractual obligations and substantially impedes the
performance of the lease.
5. 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.
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.
ARTICLE 14 EARLY TERMINATION OF CONTRACT
1. In case of early termination within the term of the
lease by either party, three months' 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 3 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, Real Estate Commission and Public
Security Department.
ARTICLE 21 This contract including addenda contain(s) 8 pages
and is executed in four originals: each party shall
retain one original, each having the same legal
effect. The use as provided in paragraph one of
Article 2 of this Agreement shall be governed by the
Business License furnished by Party B to Party A.
Party A (Signature & Seal) Party B (Signature & Seal)
Representative of Party A Representative of Party B
(Signature & Seal) (Signature & Seal)
[ILLEGIBLE] Liu Xian Yong
August 1, 2000 August 1, 2000
5
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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 First Story
--------------------------------------------
04# Plant ---
--------------------------------------------
04# Plant East side one story building, ---
-----------------------
The size of the leased real property is 1,090 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 research 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
The total lease period shall be three years: Lessor shall
deliver the leased property to Party B for usage starting
August 1, 2000 and to be returned on July 31, 2003.
ARTICLE 4 RENT, PAYMENT METHOD, DUE DATE.
1. Rent (based on size of premises, not including property
management fee) $0.70/square meter day;
2. Rent --- based on ------- from --- annual rent
incremental increase of ---%, calculated based on
formula, see addendum 4: (Details of annual rent
schedule)
Breakdown of Annual Rent
August 2000 to July 2001 [RMB] Two Hundred Seventy-Eight
Thousand Four Hundred Ninety-Five Dollars
August 2001 to July 2001 [RMB] Two Hundred Seventy-Eight
Thousand Four Hundred Ninety-Five Dollars
August 2001 to July 2001 [RMB] Two Hundred Seventy-Eight
Thousand Four Hundred Ninety-Five Dollars
3. Payment method, due date
Party B shall pay rent with checks. Rent shall be
calculated and paid quarterly within three (3) days of
the first month of each quarter.
ARTICLE 5 REPAIRS AND MAINTENANCE
6
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4. 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.
5. 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;
6. 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
3. 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.
4. 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:
3. Water, electricity bills;
4. Heating bills: $20[SIC]/square meter X year
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 5.
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ARTICLE 10 EXPIRATION OF LEASE
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
5. Party A has the right to collect rent on time,
6. Party A has the right to demand that the lessee comply
with the contract or reasonable proper use of leased
properties.
7. Party A has the right to recovery of the premises in a
timely manner upon termination of the lease.
8. In the event that Party B breaches any provision of the
lease or operates in violation of any law or
regulation, Party A has the right to terminate the
contract and receive compensation.
OBLIGATIONS
5. Delivery of premises to lessee at the time agreed;
6. Guarantee that the leased property corresponds and will
continue to correspond to the condition and usage
indicated in the agreement.
7. Lessor has the obligation to repair or replace leased
properties unless otherwise regulated by law or
otherwise stated in the contract.
8. Strictly follow governmental regulation to provide
services, and collect fees according to the fee
schedule.
ARTICLE 12 RIGHTS AND OBLIGATIONS OF PARTY B
RIGHTS
6. Party B has the right to demand that lessor deliver
leased property.
7. Party B has the right to utilize the leased property
according to contract.
8. Party B has the right to demand that lessor guarantee
the good condition of the leased items according to
laws or contract.
9. Party B has the right to unilaterally terminate the
lease in the event that Party A does not fulfill its
contractual obligations and substantially impedes the
performance of the lease.
10. 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
5. Lessee shall pay rent to lessor according to due date,
method and location as indicated in the contract.
6. Lessee shall utilize the leased property as indicated
in the contract.
7. Properly manage the leased property.
8. Return the leased property upon termination of
contract in a timely manner.
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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7. Subleasing of premises without approval;
8. Transfer, loan or exchange of premises without
approval;
9. Disassembling or alteration of leased building
structure or alteration of usage without approval;
10. Accumulated late payment of rent up to three months;
11. Utilizing the leased premises for illegal activities;
12. 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.
ARTICLE 14 EARLY TERMINATION OF CONTRACT
4. In case of early termination within the term of the
lease by either party, three months' 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.
5. 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.
6. 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
3. 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.
4. 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.)
9
<PAGE>
ARTICLE 20 RECORDING & REGISTRATION
Within 3 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, Real Estate Commission and Public
Security Department.
ARTICLE 21 This contract including addenda contain(s) 8 pages
and is executed in four originals: each party shall
retain one original, each having the same legal
effect. The use as provided in paragraph one of
Article 2 of this Agreement shall be governed by the
Business License furnished by Party B to Party A.
Party A (Signature & Seal) Party B (Signature & Seal)
Representative of Party A Representative of Party B
(Signature & Seal) (Signature & Seal)
[ILLEGIBLE] Liu Xian Yong
August 1, 2000 August 1, 2000
10
