THIS AGREEMENT (the "Sublease") is made on 10 day of November , 2001, by and between Crane International Trading (Beijing) Co., Ltd. (克瑞国际商贸(北京)有限公司) (hereinafter called the ′Sublessor"), and ALBION Cosmetics (Shanghai) Co., Ltd (奥碧虹(上海)化妆品贸易有限公司) (hereinafter called the "Sublessee") (The Sublessor and the Sublessee hereinafter collectively called the "Parties", each of them individually called a "Party").
WHEREAS, the Sublessor is currently the tenant of Unit 3300, Unit 3300, Unit 3300, Unit 3300, Unit 3300 and Unit 3300 of Huaihai Plaza at No. 1000, Central Huaihai Road, Shanghai (the "Main Premises");
WHEREAS, the Sublease is pursuant to certain Office Lease Agreement entered into between Shanghai Ping′an Xinlun Realty Development Co., Ltd. (the "Building Owner") and the Sublessor dated November 10, 2001 (hereinafter called the "Main Lease Agreement").
鉴于，受转租方按照转租方与上海平安欣仑物业发展有限公司（“业主”）于2001年11月10日签订的特定办公租赁协议（以下称“主租赁协议”）。 A redacted copy of the Main Lease Agreement is attached hereto as Exhibit A;
WHEREAS, each capitalized term not otherwise defined in this Sublease shall have the same meaning as defined in the Main Lease Agreement; and
WHEREAS, the Sublessee desires to sublease from Sublessor and Sublessor desires to sublease to Sublessee, Unit 3300 and Unit 3300 of the Main Premises (hereinafter called the "Subleased Premises").
鉴于，受转租方愿意自转租方处转租主房屋的3300和3300单元（以下称“转租房屋”），并且转租方愿意转租给受转租方。 A floor plan of the Subleased Premises is attached hereto as Exhibit C.
NOW, THEREFORE, in consideration of the promises, covenants and conditions as set forth between the Parties, it is mutually agreed as follows:
Subject to the terms of this Sublease, the Sublessor hereby leases the Subleased Premises to the Sublessee, and the Sublessee hereby leases the Subleased Premises from the Sublessor.
按照本转租协议条款规定，转租方将转租房屋转租与受转租方，受转租方自转租方处租赁转租房屋。 The Subleased Premises has an area of 460.86 square meters as recorded in the floor plan attached hereto in Exhibit C.
The term (the "Term") of the Sublease shall commence on November 10, 2001 and end on August 9, 2000. No renewal option will be provided by the Sublessor.
The Subleased Premises shall be strictly used for office purposes only.
The Sublessee shall pay to the Sublessor a rental in the amount of RMB 8.20 per square meter per day (the "Rental").
受转租方应按每平方米每日8.20元人民币向转租方支付租金（“租金”）。 The Rental shall not include the Management Fee.
此租金不包括物业管理费。 The Sublessee shall prepay the Sublessor one month Rental on or before the date on which Subleased Premises are handed over to the Sublessee.
受转租方应在转租房屋交付与受转租方日期当日或之前提前向转租方支付一个月的租金。 Thereafter the Rental for each following month shall be prepaid by the Sublessee to the Sublessor in full no later than the 25th day of the month, prior to the month for which such Rental is due and payable.
因此，受转租方应在租金到期应付之前一个月的25日之前将每月租金一次付清支付给转租方。 In case the 25th day of a given month is not a business day, the Rental for such month shall be prepaid by the Sublessee to the Sublessor in full no later than the next business day following the 25th day of such month.
如果某月份的25日不是工作日，受转租方应在当月25日之后的工作日之前将租金一次付清支付给转租方。 Upon the Sublessee′s payment of the Rental, the Sublessor shall provide corresponding tax invoices to the Sublessee according to applicable laws and regulations.
The Rental of the Subleased Premises for each month shall be calculated according to the following formula and equal to RMB 114,946.17
Rental (RMB) = (8.20 * 460.86x 365/12) = 114,946.17
租金（元）=(8.20 * 460.86x 365/12) = 114,946.17
5. Management Fee:
During the Term, the Sublessee shall pay to the Sublessor the management fee at the rate of RMB 31.00 per square meter per month, subject to annual adjustment by the management company in Huaihai Plaza (the "Management Fee").
根据淮海国际广场管理公司的年度调整的规定，租赁期间，受转租方应按每平方米每月31.00元人民币向转租方支付物业管理费（“物业管理费”）。 The Management Fee shall include the fees of the service to be provided by the management company for common area lighting and power supply, air-conditioning for normal office hours (Monday to Friday 8 a.m.-7 p.m., and Saturday 8 a.m.-l p.m.), common area water supply, common area cleaning, security service and regular equipment maintenance.
物业管理费应包含管理公司提供的诸如公共区域照明与供电、正常工作时间内（周一到周五早上8点到下午7点，周六早上8点到下午1点）的空调服务、公共区域的供水、清洁、安全服务与定期维修设备服务的费用。 The Management Fee does not include the fees of the service to be provided by the management company for overtime air conditioning, cleaning of the Subleased Premises, electricity, water supply (including toilets on each floor) and telecommunications within the Subleased Premises, which shall be prepaid to the Sublessor.
物业管理费不包含管理公司提供的诸如加班空调、转租房屋内的清洁、供电、供水（包括每个楼层的洗手间）及通讯服务的费用，此类费用应提前支付给转租方。 The Sublessee shall prepay the Sublessor one month Management Fee on or before the date on which Subleased Premises are handed over to the Sublessee.
受转租方应在转租房屋交付与受转租方的日期当日或之前提前向转租方支付一个月的物业管理费。 Thereafter the Management Fee for each following month shall be prepaid by the Sublessee to the Sublessor in full no later than the 25th day of the month prior to the month for which such Management Fee is due and payable.
因此，受转租方应在物业管理费到期应付前一个月的25日之前将每月的物业管理费一次付清支付给转租方。 In case the 25th day is not a business day, the Management Fee for such month shall be prepaid by the Sublessee to the Sublessor in full no later than the next business day following the 25th day of such month.
如果某月份的25日不是工作日，受转租方应在当月25日之后的工作日之前将物业管理费一次付清支付给转租方。 Upon the Sublessee′s payment of the Management Fee, the Sublessor shall provide corresponding invoices to the Sublessee according to applicable laws and regulations.
The monthly Management Fee of the Subleased Premises shall be RMB 14,286.66
6. Security Deposit:
The Parties agree that the Sublessee shall pay the Sublessor a security deposit in an amount equal to three times of the monthly Rental and Management Fee (the "Security Deposit").
双方商定受转租方按每月租金及物业管理费的三倍数额向转租方支付保证金（“保证金”）。 The Security Deposit shall be paid within three (3) working days after the execution of this Sublease.
保证金应在本转租协议签署后三（3）个工作日内支付。 The Sublessor shall return all the Security Deposit less applicable deductions with a written explanation to the Sublessee when the Sublease is terminated or expired.
7. Fit-out Period:
The Sublessee shall be entitled to a rental-free fit-out period from November 10, 2001 to December 9, 2001 both dates inclusive (the "Fit-out Period").
受转租方应有权获得自2001年11月10日至2001年12月9日（包含上述两个日期）之间的一个月装修免租期限（“装修免租期限”）。 The Sublessee agrees that no fit-out works shall be conducted at the Subleased Premises during 8:00 a.m. to 6:00 p.m. Monday to Friday (except for the national holidays).
受转租方同意不在周一至周五上午8点至下午6点对转租房屋进行装修工作（国家法定节假日除外）。 During the Fit-out Period, no rental will be charged against the Sublessee by the Sublessor, but the Sublessee shall pay the Management Fee in accordance with Section 5 hereof and all other applicable fees, expenses and charges if necessary.
8. Handover Condition:
The Subleased Premises will be handed over on "as is" bases.
转租房屋应按“原样”进行交接。 Upon the expiry of this Sublease, the Sublessee shall reinstate the Subleased Premises to its original condition, or in "as is" condition as agreed by the Parties at that time, if applicable.本转租期满后，受转租方应将转租房屋恢复原样，或按双方当时商定的“原样”条件恢复，如果适用。
The Sublessor hereby warrants:
(a) that it is now leasing the Subleased Premises pursuant to the terms and provisions as set forth in the Main Lease Agreement, that the Main Lease Agreement is in full force and effect, and that the Sublessor has a valid leasehold interest in the Subleased Premises under the Main Lease Agreement; and
(b) that it is duly authorized by the Building Owner to sublease the Subleased Premises to the Sublessee during the term the Sublease.
业主已正式授权转租协议期间将此转租房屋转租给受转租方。 A copy of the Building Owner′s consent letter is attached hereto as Exhibit B.
10. Main Lease Agreement:
(a) All the obligations contained in the Main Lease Agreement conferred and imposed upon the Sublessor (as tenant therein), except those as modified and amended by this Sublease, are hereby conferred and imposed upon the Sublessee with respect to the Subleased Premises.
(b) All rights and privileges contained in the Main Lease Agreement conferred upon the Sublessor (as tenant therein), except (i) as modified and amended by this Sublease, and (ii) those rights conferred upon the Sublessor under Section 11 and 16 of the Main Lease Agreement, are hereby conferred upon the Sublessee with respect to the Subleased Premises.
(c) The Sublessor shall make payment of the rentals reserved under the Main Lease Agreement as and when due.
(d) The Sublessee shall not do or cause to take any action which would cause the Main Lease Agreement, or the rights of the Sublessor as tenant under the Main Lease Agreement to be endangered or terminated, or which would or might cause the Sublessor to be in default thereunder.
11. Sublessee′s Covenants:
Subject to Section 10(a) hereof, the Sublessee shall fully and timely perform the terms and conditions of the Main Lease Agreement and all the terms and conditions of this Sublease on its part to be performed.
12. Default By The Sublessee:
(a) Each of the following shall be a "Default" by the Sublessee under this Sublease:
(i) The Sublessee′s failure to pay any Rental and or Management Fee hereunder in accordance with this Sublease and such default continues for ten (10) days after receipt of written notice from the Sublessor of such default;
(ii) The Sublessee′s failure to pay any additional rent, costs, expenses or any other amount payable hereunder on or before the date the same become due and payable and such default continues for ten (10) days after receipt of written notice from the Sublessor of such default;
(iii) Subject to Section 10(a) hereof, the Sublessee′s failure to perform any non-monetary obligation or to comply with any condition or covenant hereunder or in respect of the Main Lease Agreement;
(iv) The Sublessee′s action or failure to act that causes the termination of the Main Lease Agreement, except such action or failure to act is caused by the Sublessor′s default; or
(v) The Sublessee′s adjudication as a bankrupt; the making by the Sublessee of a general assignment for the benefit of creditors; the appointment of a permanent receiver or of a trustee in bankruptcy for the Sublessee or its assets; the appointment of a temporary receiver for the Sublessee or its assets, if such temporary receivership has not been vacated or set aside within thirty (30) days from the date of such appointment; the invitation for an arrangement or similar proceeding for the benefit of creditors by or against the Sublessee; dissolution or other termination of the Sublessee′s corporate charter.
(b) The Sublessor shall have the right, but not the obligation to attempt to cure any Default by the Sublessee hereunder.
转租方应有权但无义务尝试补救由受转租方造成的违约。 All amounts payable hereunder that are not paid within ten (10) days of the due date thereof and all costs, expenses, and fees (including reasonable attorneys′ fees) incurred by the Sublessor in attempting to cure any Default by the Sublessee hereunder that are not reimbursed to the Sublessor within ten (10) days of the Sublessee′s receipt of notice of the demand for reimbursement shall accrue interest from the date due or incurred, as applicable, until paid in full by the Sublessee at the interest rate of twelve percent (12%) per annum or the highest interest rate permitted under applicable law per annum for the overdue payment.
本协议规定的到期日十(10)日内未支付的所有可付金额，及因转租方尝试补救受转租方违约所产生的、受转租方在接收到要求报销的通知后十(10)日内未进行报销的一切花费、开支和费用（包括合理的代理人费用），如适用，应自到期日或费用产生日期开始计算利息，直到受转租方按照每年百分之十二(12%)的利率或根据适用法律允许按照每年最高利率支付到期未付款项的利息为止。 Such past due amounts, costs, expenses, fees, and interest shall be payable together with the next installment of Rental hereunder, if not otherwise paid prior thereto.
13. Default by The Sublessor:
In the event of breach by the Sublessor of any covenant, warranty, term or obligation of this Sublease, the Sublessor′s failure to cure same or commence a good faith effort to cure same within ten (10) days after written notice thereof by the Sublessee shall be considered a default by the Sublessor and shall entitle the Sublessee to terminate this Sublease and/or to exercise any and all other rights permitted by applicable law.
如果转租方违反本转租协议中的任何约定、保证、条款或义务，并未在接收到受转租方发出的书面通知后十(10)日内补救或本着诚信原则尽一切努力进行补救，则被认为是转租方违约，受转租方应有权终止本转租协议和（或）行使适用法律允许的任何和一切其他权利。 If any utility or other service to the Subleased Premises is interrupted, the Sublessor shall not be liable in any respect for damages to the person or property of the Sublessee or the Sublessee′s employees, agents, or guests, and such interruption or any resulting damages shall not be construed as grounds for constructive eviction or abatement of rent.
如果转租房屋的公共设施或其他服务设施中断，转租方不应要求受转租方或受转租方财产、或受转租方员工、代理人或顾客承担任何方面的损失赔偿，此类中断或任何由此造成的损失赔偿不应作为要求收回租地或减租的理由。 The Sublessor shall use good faith efforts to repair or cause Building Owner to repair and remedy or cause the repair and remedy of such interruption as soon as reasonably practicable.
(a) Upon the occurrence of a Default described in clauses (iv) or (v) of Section 12(a) hereof, this Sublease shall automatically terminate.
(b) Upon the occurrence of a Default described in clauses (i), (ii) or (iii) of Section 12(a) hereof that continues for ten (10) days after the Sublessee′s receipt of notice thereof, the Sublessor shall have the following rights:
(i) to terminate this Sublease and re-enter and take possession of the Subleased Premises; or
(ii) to pursue any other right or remedy that the Sublessor may have against the Sublessee under this Sublease, at law, or in equity.
(c) In the event that the Sublessor elects to terminate this Sublease according to clause (a) and (b) of Section 14 hereof, no such re-entry shall be deemed as an acceptance of the surrender of this Sublease or the satisfaction of the Sublessee′s obligation to pay the Rental or any other obligations of the Sublessee hereunder, and the Sublessee shall pay to the Sublessor the Rental and all other outstanding amounts due hereunder for the remainder of what would have been the Term.
如果转租方选择根据本协议第14条(a)、(b)项的规定终止本转租协议，重新获取所有权不能被视为转租方接受转租协议的交还或满意受转租方对租金的支付或对任何其他本协议规定义务的履行，受转租方应在本协议规定的余下时间里向转租方支付租金和所有其他到期未付金额。 Any and all remedies hereunder shall be cumulative and non-exclusive.
(d) For the portion of the term starting from January 1, 2000, either Party has the right to terminate this Sublease by giving three months′ prior written notice to the other Party, the terminating Party shall pay two times the monthly Rental set forth in Section 4 hereof as liquidated damages to the other Party.
(e) For the portion of the term starting from January 1 2000, either Party has the right to terminate this Sublease by giving three months′ prior written notice to the other Party, and neither Party will be liable for any compensation if such unilateral termination right is exercised.
15. No Representations:
Sublessor makes no representations with respect to this sublease or the Subleased Premises, except as specifically set forth herein, and Sublessee expressly acknowledges that no other representations have been made.
转租方未对本转租或转租房屋进行陈述，本协议明确指定的除外，受转租方明确确认无其他陈述。 The Sublessee would accept the Subleased Premises in its "as-is" condition, WITH ALL FAULTS, INCLUDING THE EXISTENCE OF ANY HAZARDOUS SUBSTANCES ON, OR ENVIRONMENTAL CONDITION WITH RESPECT TO, THE SUBLEASED PREMISES.
受转租方按“原样”接收转租房屋，接受转租房屋上的一切故障，包括存在的有害物质或转租房屋的相关环境条件。 The Sublessor warrants that the Subleased Premises shall be in substantially the same condition at the time possession thereof is tendered to the Sublessee as the Subleased Premises were on the date of execution of this Sublease.
(a) The Sublessor will indemnify, hold harmless, and defend the Sublessee from and against any and all loss, costs, demands, expenses (including reasonable attorney′s fees and court costs), causes of action, liability and obligations, incurred by the Sublessee, whether imposed by law or otherwise (and including without limitation any and all environmentally-related losses, costs, demands, expenses, causes of action, liabilities or obligations sought to be imposed or recovered from the Sublessee as a result of the Sublessor′s operations on the Subleased Premises). arising from the Sublessor′s breach of any term or provision of this Sublease.
(b) The Sublessee will indemnify, hold harmless, and defend the Sublessor from and against any and all loss, costs, demands, expenses (including reasonable attorney′s fees and court costs), causes of action, liability and obligations, incurred by the Sublessor, whether imposed by law or otherwise (and including without limitation any and all environmentally-related losses, costs, demands, expenses, causes of action, liabilities or obligations sought to be imposed or recovered from the Sublessor as a result of the Sublessee′s operations on the Subleased Premises) arising from:
受转租方应保障并保持和维护转租方免受法律规定或由以下几点原因引起的、由转租方所产生的任何和一切损失、成本、需求、开支（包括合理的律师费和法庭费）、诉因、责任与义务（包括但不限于因受转租方对转租房屋进行操作而产生的、由转租方承担并恢复的任何和一切与环境相关的损失、成本、需求、开支、诉求、责任与义务）的侵害： (a) the Sublessee′s or its employees′ or invitees′ operations or activities on the Subleased Premises, (b) the Sublessee′s breach of any term or provision of this Sublease, or (c) any negligent or willful act or omission by the Sublessee, its employees, invitees or subcontractors in connection with or in relation to the Subleased Premises.
All notices, demands, submissions and consents required hereunder shall be in writing and shall be deemed received three (3) days after being sent by certified mail, return receipt requested, postage prepaid, to the address as follows:
Crane International Trading (Beijing) Co., Ltd.
收件人： Mr. Robert Allsopt
33F, Huaihai Plaza
1000 Central Huaihai Road
Shanghai 200001, PRC
联系电话： 86 (21) 61273000
传真： 86 (21)64733688
ALBION Cosmetics (Shanghai) Co., Ltd
收件人： Mr. Wang Xiao Zhong
Unit 200-6, Number 3, Lane 439, Guang Yue Road
HongKou District, Shanghai
联系电话： 86 (21)
传真： 86 (21)
The Sublessee shall not make any alterations or additions to the Subleased Premises without first obtaining the Sublessor′s written consent.
The Sublessee shall not have the right to assign this Sublease nor to further sublease the Subleased Premises in whole or in part without the prior written consent of the Sublessor, which consent may be withheld in the Sublessor′s sole discretion.
One or more waivers by a non-breaching Party of the other Party′s breach of any covenant or condition hereunder shall not be construed as a waiver of any subsequent breach by the breaching Party of the same or of any other covenant or condition, and the consent or approval by the non-breaching to or of any act by the breaching party requiring nonbreaching Party′s consent or approval shall not be construed to waive or render unnecessary non-breaching Party′s consent or approval to or of any subsequent similar act by breaching-Party.
This Sublease shall be binding upon the parties hereto, their legal representatives, successors and permitted assigns, and may not be altered, amended, terminated or modified except by written instrument executed by each of the parties hereto.
22. Relationship of the Parties.
Nothing contained in this Sublease shall be deemed or construed by the parties or by a third party to create the relationship of principal and agent or of a partnership or of any association whatsoever between the Sublessor and the Sublessee.
Subject to applicable laws, the Parties shall share all the costs associated with this Agreement, including but not limited to legal documentation, registration and the stamp duty tax.
24. Governing Law:
This Sublease shall be governed by the laws of People′s Republic of China.
This Sublease may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same instrument.
The prevailing language of this Sublease shall be English.
IN WITNESS WHEREOF, the Parties have hereunto affixed their hands and seals the day and year first above written.
CRANE INTERNATIONAL TRADING (BEIJING) CO., LTD.
姓名： Mr. Geoffrey Ziebart
ALBION COSMETICS (SHANGHAI) CO., LTD.
姓名： Mr. Wang Xiao Zhong
职位： General Manager
For identification only