exv4w16






Exhibit 4.16




OFFICE LEASE AND PROPERTY MANAGEMENT CONTRACT



This Office Lease and Property Management Contract (hereinafter referred to as the
“Contract”) is hereby entered into by the following parties in Shanghai, the People’s
Republic of China.




Lessor: Shanghai Jiante Biotechnology Co., Ltd. (hereinafter referred to as “Party A”)

Address: District A, 139 Rongmei Road, Zhongshan Street, Songjiang District, Shanghai

Tel: 021-31318088

Fax: 021-31318088




Lessee: Shanghai Zhengtu Information Technology Co., Ltd. (hereinafter referred to as “Party B”)

Address: Room 708, No. 29 Building, 396 Guilin Road, Shanghai

Tel: 021-33979999

Fax: 021-64518006



This Contract is made by and between the parties with respect to leasing certain premises and
providing property management services in accordance with the Contract Law of the People’s Republic
of China and the Shanghai Regulations on Leasing of Housing Premises (the “Regulations”)
under the principles of equality, free will and good faith.





	1.	 	Representations and Warranties

Unless otherwise stipulated in this Contract, each party hereby represents and warrants to the
other party:






	 	(1)	 	that such party holds the legal qualifications to sign and perform its obligations
under this Contract, including civil rights and civil capacity; such party clearly
understands its rights, duties and responsibilities under this Contract; and such party is
willing to enter into this Contract and strictly enforce the terms of this Contract;
	 
	 	(2)	 	that such party has completed all internal procedures and obtained all necessary
approvals in order to enter into this Contract; and
	 
	 	(3)	 	that the terms of this Contract and the performance of such party’s obligations under
this Contract do not conflict with the terms of any agreement of such party with a third
party as of the date hereof.






	2.	 	Premises






	 	2.1	 	The premises that Party A shall lease to Party B is located at 988 Zhongkai Road,
Zhongshan Street, Songjiang District, Shanghai (the “Leased Premises”). The Leased
Premises include a main building, a side building and staff apartments. The gross floor
area of the main building and the side building is 7516.34 square meters, and the number
of apartments is 55.
	 
	 	2.2	 	As the lawful owner of the Leased Premises, Party A has notified Party B that the
Leased Premises are not encumbered by any mortgages.




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	3.	 	Purpose






	 	3.1	 	Party B hereby undertakes to Party A that Party B shall use the Leased Premises
exclusively for business purposes and abide by the relevant regulations of Shanghai and
China governing the use of office premises, environmental protection and property
management when conducting its business activities on the Leased Premises within the
permitted scope for such activities.
	 
	 	3.2	 	Party B undertakes that during the term of this Contract Party B shall not change the
purpose for which the Leased Premises shall be used as specified above without the written
consent of Party A or, if applicable, approval from the relevant government authorities.






	4.	 	Date of Delivery and Term of Lease






	 	4.1	 	The parties agree that the term of lease shall be from July 1, 2010 to December 31,
2010.
	 
	 	4.2	 	Party A shall have the right to take back, and Party B shall return, the Leased
Premises upon expiration of the term. If Party B wishes to continue to lease the Leased
Premises, Party B shall provide Party A with a written extension request three (3) months
prior to the expiration of the term. Party A shall reply to such written extension request
within fifteen (15) days of receipt thereof. If Party A agrees to extend the lease, the
parties shall execute a new lease agreement.






	5.	 	Payment Mode and Term of Rental






	 	5.1	 	The parties agree that the monthly rental fee shall be:






	 	–	 	Main building and side building: 326,000RMB/month.
	 
	 	–	 	Staff apartments: 44,000RMB/month (800RMB/apartment).






	 	5.2	 	Party B shall pay the monthly rental fee to Party A at least fifteen (15) days prior
to the beginning of the month for which such rental fee applies.
	 
	 	5.3	 	In the event that Party B fails to pay the monthly rental fee to Party A when such
fee is due, Party B shall pay Party A a penalty equal to 0.01% of the daily rental fee for
each day of delay.






	6.	 	Property Management






	 	6.1	 	Party A shall be responsible for maintaining the hygiene and security of the Leased
Premises. Party A shall establish a 24-hour security system to help ensure the security of
the Leased Premises.
	 
	 	6.2	 	Party A shall ensure that the fire control system and hygiene facilities are
maintained in good and proper condition, and Party A shall be responsible for the daily
maintenance of such facilities.
	 
	 	6.3	 	The term of the property management services provided by Party A to Party B shall be
from July 1, 2010 to December 31, 2010.




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	7.	 	Property Management Fees






	 	7.1	 	Party B shall pay Party A property management fees (including but not limited to
costs and expenses of public electricity, public facility maintenance, public environment
hygiene and security), costs and expenses of telephone, electricity, water, gas, parking
and facility usage fee as following:






	 	–	 	Main building and side building: 149,000RMB/month
	 
	 	–	 	Staff Apartments: 11,000RMB/month (200RMB/apartment)






	 	7.2	 	Party B shall pay the monthly property management fees to Party A at least fifteen
(15) days prior to the beginning of the month for which such property management rental
fees apply.






	8.	 	Use and Maintenance of the Leased Premises






	 	8.1	 	If Party B discovers any normal damages or defects on the Leased Premises and/or
auxiliary facilities thereof during the term, Party B shall promptly notify the property
management company appointed by Party A of such damages or defects. Party B shall
cooperate with the repair efforts of the property management company appointed by Party A,
otherwise Party B shall be responsible for the cost of any damages that result from such
lack of cooperation.
	 
	 	8.2	 	Party B shall use commercially reasonable efforts to protect the Leased Premises and
auxiliary facilities thereof from damage during the term. Any damage or anomaly to the
Leased Premises and/or any auxiliary facilities thereof due to the improper or
unreasonable use thereof by Party B shall be repaired and restored by Party B at the cost
of Party B.
	 
	 	8.3	 	Party A shall ensure that the Leased Premises and auxiliary facilities thereof remain
in normal, serviceable and safe condition during the term. Party A shall provide repair or
maintenance services for the Leased Premises, and in connection with the provision of such
services, Party B shall ensure its cooperation. Party A shall use commercially reasonable
efforts to minimize the impact of such repair or maintenance services on the normal
business operations of Party B.
	 
	 	8.4	 	Party B shall maintain the current state of the auxiliary facilities during the term.
In the event that Party B would like to modify or improve the Leased Premises, Party B
shall obtain the written consent of Party A before making such modifications or
improvements and, if applicable, shall reported such modifications and improvements to the
relevant government authorities for approval before they are implemented.
	 
	 	8.5	 	If Party B modifies the Leased Premises with the consent of Party A, Party B shall be
responsible for restoring the building structures and safety facilities to their original
condition upon the termination or expiration of the Contract.
	 
	 	8.6	 	During the lease term, Party B shall complete the internal business management system
and the safety manufacture management system to properly manage its products and office
facilities. In addition, Party B shall cooperate with Party A in connection with the
security services provided by Party A.






	9.	 	Condition of Leased Premises Upon Return






	 	9.1	 	Unless the parties agree to extend the lease term and execute a new lease contract,
Party B shall return the Leased Premises to Party A on the date upon which this




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	 	 	 	Contract expires. If the Leased Premises are returned after such date without the consent
of Party A, Party B shall pay Party A a penalty in the amount set forth in Article 5.1 for
each day of delay.
	 
	 	9.2	 	Party B shall return the Leased Premises to Party A in such a condition as reflects
normal and proper use thereof during the term. Party A shall examine the Leased Premises
upon their return by Party B and if such Leased Premises are not in the required
condition, the parties shall use reasonable efforts to agree upon costs and expenses
payable by each party in connection with the repair of the Leased Premises.
	 
	 	9.3	 	Party A shall have the right to take back the Lease Premises upon termination or
expiration of this Contract.






	10.	 	Sublet and Transfer

Unless Party A otherwise agrees, Party B shall not sublet or assign the Leased Premises in part
or in whole to any third party without the prior written consent of Party A during the term.
	 
	11.	 	Termination of the Contract






	 	11.1	 	The parties agree that this Contract may be terminated during the term in any of the
circumstances set forth in this Article 11.1 upon thirty (30) days prior written notice
issued by the terminating party to the other party. During such thirty (30) day termination
notice period, both parties shall use reasonable efforts to settle any outstanding cost and
arrange for the return of the Leased Premises. The termination conditions in this Article
shall not affect the settlement of fees, return of the Lease Premises or compensation for
damages.






	 	(1)	 	The Contract cannot be performed due to an event of force majeure;
	 
	 	(2)	 	The Leased Premises are included into the scope of demolition to accommodate
the needs of urban construction or safety control;
	 
	 	(3)	 	A party is unable to perform its obligations under the Contract due to
bankruptcy, liquidation, dissolution or any similar proceedings; or
	 
	 	(4)	 	Both parties agree to terminate the Contract.






	 	11.2	 	The parties agree that the non-breaching party may terminate this Contract by a written
notice in any of the circumstances set forth in this Article 11.2, and the breaching party
shall pay the non-breaching party a penalty equal to 10% of the monthly rental. Where any
loss incurred to the non-breaching party is not fully covered by such penalty amount, the
breaching party shall pay to the non-breaching party the difference between the loss and the
penalty amount.






	 	(1)	 	Party A fails to deliver the Leased Premises within the specified time limit
and such failure continues for ten (10) days following notification of the same by
Party B;
	 
	 	(2)	 	Party B changes the purpose for which the Leased Premises shall be used
without the written consent of Party A;
	 
	 	(3)	 	The Leased Premises is damaged due to causes attributable to Party B;
	 
	 	(4)	 	Party B sublets or exchanges with others the Leased Premises without the
written consent of Party A;




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	 	(5)	 	The rental fees payable by Party B are overdue for more than one month;
	 
	 	(6)	 	Party B conducts illegal activities on the Leased Premises; or
	 
	 	(7)	 	Party B fails to perform its obligations under the Contract and such failure
continues for a period of ten (10) days following notification of the same by Party A.






	 	11.3	 	Party A shall be entitled to take back the Leased Premises upon exercising its termination
rights. Party B shall vacate the Leased Premises within ten (10) days after receipt of a
termination notice from Party A. After the termination date, Party B shall be deemed to have
vacated the Leased Premises, and Party A shall be entitled to clean the Leased Premises.
Property management hand over procedures shall not affect the rights of Party A under this
Contract.
	 
	 	11.4	 	The breaching party shall be liable for any other breaches of such party.






	12.	 	Miscellaneous






	 	12.1	 	Where a party fails to perform its obligations hereunder due to any force majeure event,
including but not limited to wars (regardless declaration or not), earthquake, storms, flood
and fire, such party shall notify the other party in writing within fifteen (15) days of the
occurrence of such event, and provide written documentation with respect to the details of
such force majeure event and the inability of such party to perform its obligations as a
result thereof. Upon the occurrence of such a force majeure event, the parties shall
negotiate in good faith to decide whether to terminate the Contract, to exempt part of the
obligations or delay the performance of the obligations, in each case taking into
consideration the severity of the force majeure event.
	 
	 	12.2	 	The formation of this Contract, its validity, interpretation, execution and settlement of
any disputes arising hereunder, shall be governed by, and construed in accordance with, the
laws of the People’s Republic of China and the local regulations and rules of Shanghai.
	 
	 	12.3	 	In the case of any dispute arising in connection with this Contract or any matters related
hereto, the parties shall negotiate in good faith to resolve such disputes. If such
negotiation fails, the parties shall submit the dispute to a court with the appropriate
jurisdiction located in Shanghai.
	 
	 	12.4	 	The parties may amend or supplement this Contract through amicable negotiations and
supplementary clauses. Any supplementary clauses shall become an integral part of this
Contract, and shall have the same effect as the terms of this Contract.
	 
	 	12.5	 	Any amendments to this Contract shall be made in writing and executed by the legal
representative or authorized representative of each party. Prior to the effectiveness of any
amendment, both parties shall continue to perform its respective obligations in accordance
with the existing terms of this Contract.
	 
	 	12.6	 	This Contract shall become effective when each party has affixed its official seal next to
the name of such party below.
	 
	 	12.7	 	The parties shall sign and affix their seals to two original versions of this
Contract, one to be retained by each of the parties.





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Party A: Shanghai Jiante Biotechnology Co., Ltd.



Authorized Representative:



Signature:



Date:




Party B: Shanghai Zhengtu Information Technology Co., Ltd,



Authorized Representative:



Signature:



Date:





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