Exhibit 10.16


 


Property Leasing Agreement


 


Lessor: Beijing Syswin Zhi Di Assets Management Co., Ltd.
(“Party A”)


Address: 5-B10, Building 1, No. 6 Shi Long
Nan Lu, Mentougou District, Beijing


 


Lessee:   Beijing
Syswin Xing Ye Real Estate Brokerage Company Limited (“Party B”)


Address: Room D103, No. 7 Long Yuan
Lu, Shi Long Industrial Zone, Mentougou District, Beijing


 


WHEREAS,


 


(a)           Party A has entered into the Beijing Commodity House Sales Contract
(Exbit I) with Beijing Urban Development Group Co., Ltd. in relation to
the purchase of Building 701, District K7, Wangjing on August 27, 2010,
filed it online and obtained invoices numbered 00047291 and 01519730 (Exbit
II);


 


(b)           Pantry A is in the process
to obtain the Property Ownership Certificate for the Syswin Building owned by
it and is expected to obtain said certificate prior to February 28, 2011;


 


(c)           Both Parties are aware of and acknowledge the above situation and have
entered into this Property Leasing
Agreement (the “Agreement”) through consultations;


 


(d)           Party A hereby agrees that Party B shall have the right to unilaterally
terminate the Agreement or negotiate with Party A in connection with the
performance and termination of the Agreement if Party A fails to obtain the
Property Ownership Certificate for the Syswin Building on the first anniversary
of the execution
date of this Agreement.


 


In accordance with the regulations of the Contract Law of the People’s
Republic of China and other applicable laws and regulations, Party A and Party
B have reached unanimity through consultations and entered into this Agreement
in respect of Party B’s leasing of the properties  owned by Party A on the
basis of equality, voluntariness, fairness and integrity.


 


1.             The leased properties


 


Party A  leases to Party B the properties owned by it at Building 701, District K7, Wangjing, including the north and south lobbies and elevator hall on Floor 1, B1, Floor 3
(half), 7, 8, 9, 10 (the “Properties”)
and 25 parking spaces (the “Parking
Spaces”;
together with the Properties, the “Leased
Properties”) . The Leased Properties are located at No. 316,
Nanhuzhongyuan, Chaoyang District with a gross floor area of
6,785.6 square meters.


 


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2.             The use of the Leased Properties


 


Party
A agrees to lease to Party B the Leased Properties for Party B to operate its business subject to
applicable laws.


 


3.             Delivery date and lease
term


 


3.1           Party A shall deliver to Party B the Leased Properties on August 27, 2010.
The lease term shall be three years as of the delivery
date of the
Leased Properties, i.e. from August 27,
2010 to August 26, 2013.


 


3.2           Party B shall have the right
of first refusal to renew the Agreement under similar conditions if Party B wishes to renew
the lease upon the expiration of the lease term.


 


4.             Rent and payment


 


4.1           The rent of the Properties is RMB 3/m2/day with the total annual rent being seven million four hundred and
thirty thousand two hundred and thirty two Renminbi. The rent of the Parking
Spaces is RMB 2,500/unit/year with the total annual rent
being sixty two thousand and five hundred Renminbi. The total annual rent of the Leased Properties shall be seven
million four hundred and ninety two thousand seven hundred and thirty two
Renminbi.


 


4.2           Party B shall pay Party A the
rent of the Leased
Properties on a monthly basis. Party B shall pay Party A the rent of the first
month (six hundred and twenty four thousand, three hundred and ninety four
Renminbi) in lump sum within five business
days as of the date of the Agreement.
The remaining rent shall be paid on a monthly basis on or prior to the 25th day of the previous month.


 


5.             Property management fee and payment


 


5.1           The property management of the Leased Properties shall be temporarily offered
by Beijing Wangjing Industrial Company (the “Overall
Property Manager”) and Beijing Syswin International Property Management Co., Ltd. (the “Syswin
Building Property Manager”). Party A shall notify Party B in written form
within thirty days prior to any changes to the property
management companies. The allocation of responsibilities of the Overall Property Manager and the Syswin Building Property Manager are set forth in Schedule I.


 


5.2           The property management fees of the Leased Properties that Party B shall pay to the Overall Property Manager and the Syswin Building Property Manager are RMB 2.1/ m2/month and RMB 14.2/ m2/month, respectively.


 


5.3           Party B shall pay the property management fees to the above property
management companies directly and shall make the payment on or prior to the 25th day of the previous month. The property management companies shall issue formal invoices upon receipt
of the property management fees. The property
management companies shall reserve the right to adjust the property management fees subject to relevant national regulations and
the then operating condition of Syswin Building and shall issue a 20-day
advance written notice to Party B prior to any fee adjustment.


 


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5.4           Party A and Party B shall pay their respective taxes and fees as
required by the laws of the People’s Republic of China.


 


6.             Party
A’s rights and obligations


 


6.1           Party A shall have the
right to receive the rent under the Agreement in accordance with the terms of
the Agreement.


 


6.2           Party A shall ensure the
normal functions of the facilities provided or installed by it in the Leased Properties and shall repair and upgrade
the facilities at its own expenses
upon the request of Party B.  If
Party A fails to respond to the
request of Party
B or fails to repair relevant facilities, Party B shall have the right to repair or upgrade the facilities and require Party A to reimburse the expenses incurred
thereby.


 


6.3           Party A shall be
responsible for the coordination of the supply of water, power, heat and other
resources for the Leased Properties
under the Agreement necessary for the construction and operation of
Party B.


 


6.4           Party A shall be
responsible for the coordination of the relations with the property
administrative authorities to ensure the normal and legitimate operation of
Party B.


 


7.             Party
B’s rights and obligations


 


7.1           Party B shall have the
right to require Party A to deliver to it the Leased Properties under the Agreement on the date required in
accordance with the terms of the Agreement.


 


7.2           Party B shall use the Leased Properties under the Agreement for the operation
activities permitted by laws and regulations.


 


7.3           Party B shall pay Party A
the rent under the Agreement in accordance with the terms of the Agreement on
time.


 


7.4           Any fees regarding water, power, gas or heat during the lease term shall
be borne by Party
B.


 


8.             Termination
of the Agreement


 


8.1           The Agreement shall be terminated automatically
upon its expiration if there is no renewal.


 


8.2           Party A and Party B may early terminate the Agreement prior to its
expiration through mutual agreement.


 


8.3           Party A shall have the
right to terminate the Agreement upon the occurrence of any of the following events:


 


8.3.1        Party B
releases the
Leased Properties under the Agreement to any third party
without prior written consent of Party A.


 


8.3.2        Party B fails to pay Party A the rent in
accordance with the terms of the Agreement on time and fails to do so within
the time as notified
by Party
A.


 


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8.4           Party B shall have the right to unilaterally terminate the Agreement if
Party A fails to obtain the Property Ownership Certificate on the first
anniversary of the date of this Agreement.


 


9.             Dispute resolution


 


Party A and Party B shall first make efforts to solve any disputes
arising out of or in relation to the Agreement through friendly
consultations.  Either Party may file a
suit in the People’s Court with competent jurisdiction if the disputes can not
be solved through such consultations within sixty days as of the commencement
thereof.


 


10.           Applicable laws


 


The formation, validity,
interpretation and performance of this Agreement, as well as any disputes under the
Agreement shall be governed by the laws of PRC.


 


11.           Modification


 


This Agreement shall not
be modified without written consent signed by both Party A and
Party B.


 


12.           Execution and validity of the Agreement


 


This Agreement shall be written in Chinese
and executed in two counterparts, with Party A and Party B each holding one copy.


 


This Agreement shall not
become effective without being executed by the legal representatives or
authorized representatives of Party A and Party B and affixed with the corporate seal of each Party.


 


Upon execution, both
Parties shall file and register the Agreement with the competent property
registration authority.


 


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[Signature
page]


 


	
  Date: August 27, 2010

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party A:

  	
  Beijing Syswin Zhi Di Assets Management
  Co., Ltd.

  	
   

  
	
   

  	
   

  
	
  Legal Representative:

  	
  /s/ Liangsheng Chen

  	
   

  
	
   

  	
   

  
	
  Party A’s corporate seal: (seal)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party
  B:

  	
  Beijing
  Syswin Xing Ye Real Estate Brokerage Company Limited

  	
   

  
	
   

  	
   

  
	
  Legal Representative:

  	
  /s/ Hongbing Tao

  	
   

  
	
   

  	
   

  
	
  Party B’s corporate seal: (seal)

  	
   

  
							



 


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Schedule I:  Responsibilities of Property
Management


 


I.      The
Overall Property Manager is responsible for


 


(i)        daily
maintenance and management of the shared areas of the property buildings, including
load bearing structures such as roof, floor slab, bean, column, out-wall and
base, out-wall face, peripheral
surface, civil air defense passage, wall face of the B2 garage, the
waterproofing of the out-wall of the basement and etc.;


 


(ii)       daily
repair, maintenance and management of the shared facilities, including shared water / wastewater systems (which refer to the main pipes accessing the Building,
excluding grease tank for catering), water supply equipment (which
refers to pressure stabilizing pump for tap water), fire safety equipment (fire
water spray, smoke detector, ventilation system and etc.) , building automation
equipment and power distribution system (B1 power distribution room); and


 


(iii)      daily
maintenance and management of the shared facilities and attached buildings,
including peripheral road, septic
tank, pump room, strip green space behind the Building, garbage (the Overall
Property Manager being responsible for the cleaning and treatment) room and
etc.


 


II.    The
Syswin Building Property Manager is responsible for:


 


(i)        daily
maintenance and management of the shared areas of the property buildings,
including public toilet, fire passage, lobby, internal wall face and floor, and
door and window, elevator hall, underground garage, machine room and etc.;


 


(ii)       daily
repair, maintenance and management of the shared facilities, including public
lighting (internal power and lighting systems in the Building), central
air-conditioning, internal heating pipes in the Building, elevator, wastewater
pump, intelligence system, data language system and etc.;


 


(iii)      daily
maintenance and management of the shared facilities and attached buildings, the
maintenance of the garbage room in particular;


 


(iv)     maintenance
of public order, including guard service, patrol within the property area,
access/exit registration and etc.;


 


(v)      order
maintenance and parking management of vehicles within the property area;


 


(vi)     fire
management service, including check, maintenance and management of the fire
safety facilities in the public areas;


 


(vii)    operation
and daily maintenance and management of elevator, pump, air condition set and
furnace, the operation and daily maintenance and management of elevator,
wastewater pump and air condition set in particular; and


 


(viii)   management
service of renovation.


 


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