OFFICE PREMISES
DATED THE 10TH DAY OF MARCH 2000
WIDE HARVEST INVESTMENT LIMITED
and
EQUITY MARKETING HONG KONG, LTD.
*************************************************
TENANCY AGREEMENT
of
Suite Nos. 1,2,3 and 4 on the 18th Floor of Tower 6,
China Hong Kong City, China Ferry Terminal,
Canton Road, Kowloon.
*************************************************
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Solicitors
1401 ▇▇▇▇▇▇▇▇▇ House
Hong Kong
AN AGREEMENT made the 10th day of March
Two thousand
Parties BETWEEN WIDE HARVEST INVESTMENT LTD whose registered office is
situate at 11th-12th Floor, Tsim Sha Tsui Centre, Salisbury
Road, Kowloon, Hong Kong (hereinafter called "the Landlord
which expression shall include its successors and assigns") of
the one part and the person, firm or company set out in Part I
of the First Schedule hereto (hereinafter called "the Tenant")
of the other part
WHEREBY IT IS AGREED as follows :-
Premises 1. In consideration of the rent (hereinafter referred to
as "the said rent") mentioned and of the terms by the Tenant
hereinafter contained the Landlord hereby lets and the Tenant
hereby takes ALL THAT Portion of the building as set out in
Part II of the First Schedule hereto forming part of the
Office Towers of CHINA HONG KONG CITY, CHINA FERRY TERMINAL
Canton Road, Kowloon, Hong Kong (hereinafter referred to as
"the said building") (which said Portion for the purpose of
identification only is delineated and described on the Plan
hereto annexed and thereon coloured Pink and marked "P")
(hereinafter called "the said premises") standing on ALL THAT
piece or parcel of ground registered in the Land Registry as
KOWLOON INLAND LOT NO. 10743 TOGETHER with the use and
enjoyment in common with the Landlord and/the other persons
entitled thereto of the entrances, staircases, landings,
lavatories, corridors and passages in the said building
insofar as the same are necessary for the proper use and
enjoyment of the said premises AND TOGETHER with the use in
common with others having the like right of the lifts
escalators and central air-conditioning services serving the
said premises whenever the same shall be operating for the
term defined in Part III of the First Schedule hereto ("the
said term") YIELDING AND PAYING therefor throughout the term
such rent and other charges as are from time to time payable
in advance and in accordance with the Provisions set out in
the Second Schedule and subject to the Tenant's use,
occupation and enjoyment of the said premises only for the
purposes set out in Part IV of the First Schedule hereto and
not for any other purposes whatsoever.
Rental deposit 2. The Tenant shall on the signing hereof deposit with
the Landlord the sum specified in Part V of the First Schedule
hereto (adjusted where necessary in the manner hereinafter
provided) and security for the due payment of the said rent,
surcharge and the due observance and performance of the terms
conditions and stipulations herein contained and on the part
of the Tenant to be observed and performed and the said
deposit shall be retained by the Landlord throughout the said
term free of any interest to the Tenant with power for the
Landlord without prejudice to any other right or remedy
hereunder to deduct therefrom the amount of any rent,
surcharge or other payments that fall due under this Agreement
and subject as aforesaid the same or the balance thereof after
satisfaction of the amount of any costs, expenses, loss or
damage sustained by the Landlord as a result of any
non-observance or non-performance by the Tenant of
-1-
any such agreement stipulation or condition shall be returned
to the Tenant without compensation or interest within 45 days
after the Tenant shall have delivered up vacant possession of
the said premises pursuant to Clause 5(j) hereof PROVIDED that
any sum already paid by way of part payment on account of the
deposit shall be automatically transferred as part payment of
the monies payable under this Clause and only the balance
shall then be payable at the time stipulated herein but
without prejudice to the Landlord's rights to claim any
further damages which the Landlord has sustained or may
sustain.
3. The Tenant to the intent that the obligations
hereunder shall continue throughout the said term of tenancy
hereby agrees with the Landlord as follows : -
Rent and (a) (i) To pay the said rent and surcharge
surcharge on the days in manner aforesaid
without any deduction or set-off.
Computation of (ii) If the day on which the rent,
time of payment surcharge or other payments falls
due under this Agreement is a
public holiday, the relevant
payment of said rent, surcharge or
otherwise shall be due and payable
on the preceding business day.
(iii) The Landlord is not obliged to
accept payment of amounts payable
hereunder in any form other than
banknotes and if payment is made by
the Tenant by cheque, such cheque
must reach the office of the
Landlord before 3:30 o'clock in the
afternoon if such payment is made
on any weekday except Saturday, and
before 12 noon if such payment is
made on a Saturday otherwise the
payment shall be deemed to have
been paid by the Tenant on the
following business day and the
Tenant shall be deemed to have
defaulted in making due payment.
For the avoidance of doubt,
business day means a day on which
banks are ordinarily open for
business in Hong Kong.
Adjustment of (iv) If at any time during the said term
charges the operating cost relative to the
supply of the said air-conditioning
and/or the costs and expenses of
management of the said building
shall have risen over costs
prevailing at the commencement of
the said term the Landlord shall be
entitled to serve one month's
notice in writing upon the Tenant
to increase the said surcharges or
any of them by appropriate
amount(s) and thereafter such
increased charges shall prevail.
Further increase shall be made in
the same manner in the event of
costs rising after an earlier
notice of increase shall have
become operative. The Landlord's
assessments of the appropriate
increase shall be conclusive and
binding on the Tenant.
-2-
Additional air- (v) If the Tenant shall require
conditioning air-conditioning outside the hours
charges set out in Clause 4(c) hereof, the
same can normally be provided on
not less than 48 hours notice in
writing stipulating at what time
the Tenant shall require additional
air-conditioning the Landlord at
such adjusted rates as may be
charged by the Landlord from time
to time.
(vi) Should the surcharge be increased
in accordance with the provisions
of Clause 3(a)(iv) of this
Agreement or should there be any
other increase in the rent during
the term, the Tenant shall upon
such increase becoming applicable
pay to the Landlord by way of an
increase in the said deposit a sum
proportional thereto in order to
restore the ratio of deposit to the
rent plus the surcharge to that
previously subsisting and the
payment of such increase should be
a condition precedent to the
continuation of this tenancy.
Rates (b) (i) To pay and discharge punctually
during the said term all rates,
Government rent, (if any) taxes,
assessments, duties, , charges
impositions and outgoings of an
annual or recurring nature
whatsoever now or hereafter to be
assessed imposed or charged on the
said premises or upon the owner or
occupier in respect thereof by the
Government of the Hong Kong Special
Administrative Region or other
lawful authority (Property Tax only
excepted).
(ii) In the event that an assessment to
rates in respect of the said
premises shall be raised directly
upon the Landlord the Landlord
shall during the month immediately
preceding any quarter in respect of
which such rates may fall due be at
liberty to debit the Tenant with
the amount thereof and the same
shall forthwith be paid by the
Tenant to the Landlord whereupon
the Landlord shall account for the
same to the Government of the Hong
Kong Special Administrative Region
(iii) In the event that no valuation of
the said premises shall have been
made in accordance with the Rating
Ordinance (Cap.116) or any
statutory amendment or modification
thereof for the time being in force
the Landlord shall be at liberty
and entitled to make an interim
valuation equivalent to 7.5% of the
annual rents of the said premises
and to debit the Tenant with the
amount which would be payable upon
such interim valuation and the same
shall forthwith be paid by the
Tenant to the Landlord and any
over-payment or
-3-
under-payment by the Tenant on
such interim valuation shall be
adjusted when a valuation under the
Rating Ordinance shall have been
made known.
(iv) The Landlord shall be entitled to
treat non-payment of any amount
debited to the Tenant in accordance
with the foregoing provisions of
this Clause or any part thereof in
all respects as non-payment of the
said rent under this Agreement.
Water, gas and (c) To pay and discharge punctually during the
electricity charges said term all charges (including all
necessary deposits) in respect of water,
gas, electric light, power and telephones as
may be shown by the separated meter or
meters installed upon the said premises or
by accounts rendered to the Tenant.
Cleaning charges (d) To keep the said premises in clean and
sanitary condition and to employ cleaning
contractors for the said premises which
cleaning contractors shall be only such
persons or such firm as may be nominated by
the Landlord. Such cleaning contractors
shall be employed at the sole expense of the
Tenant and at the rate agreed by the
Landlord with the contractors and on such
terms and conditions which shall have been
previously approved by the Landlord, all
such payments to be made by the Tenant to
such contractors direct. In case the Tenant
shall have for disposal wet garbage or any
garbage of a perishable nature including but
not limited to food or food remains, the
Tenant shall use plastic bags of such
standards, size and thickness as shall be
prescribed by the Landlord for the removal
or disposal of such garbage and shall direct
and procure cleaning contractors appointed
as aforesaid to use such plastic bags for
such purposes at the sole costs of the
Tenant.
Interior Fitting (e) To fit out the interior of the said premises
out in accordance with the drawings approved by
the Landlord. The Tenant will not cause or
permit to be made any variation to the
interior design or layout of the said
premises without the prior written approval
of the Landlord first having been obtained.
Fitting up (f) To fit up the said premises in a style and
manner appropriate to a first class office
building and so to maintain the same
throughout the said term in good condition
and repair to the satisfaction of the
Landlord.
Decoration works (g) To construct at the Tenant's own expense
by the Tenant within the said premises or furnish items to
the said premises as follows:-
-4-
(i) (a) A ceiling of non-combustible
material and electrical light
fittings. In case of
extension or relocation of
the sprinkler heads and/or
the smoke detectors and
other fire services equipment
installed by the Landlord is
needed, the cost of such work
will be paid by the Tenant.
(b) Vertical window blinds,
tracks and fittings and
Tenant's expenses.
(ii) Paint and decorate the interior of
the said premises.
(iii) Furnish and install floor fill and
floor finishes. PVC tiles shall not
be used unless approved by the
Landlord.
(iv) With the relevant plan showing all
the details including but not
limiting to the gauge of wire, etc.
duly approved in writing in advance
by the Landlord, complete all
internal electrical and mechanical
installations (heating,
ventilation, air-conditioning,
plumbing, drainage and fire
services) of workmanships and
materials of a standard to the
approval of the Landlord.
(v) Furnish and install or arrange for
the installation of telephones as
well as other Tenant's requirements
within the said premises together
with such meters as are necessary
to measure the Tenant's consumption
thereof.
(vi) Install, support and connect all
lighting fixtures, including lamps,
switches and wiring, save that in
the case of support involving
cutting into structure prior
written approval of the Landlord
will be required.
(vii) Install such fire extinguishers or
other means of fire-fighting
equipment inside the said premises
as may be required from time to
time by all relevant Ordinances and
regulations of the Government of
the Hong Kong Special
Administrative Region.
Telephone System (h) To install at the Tenant's own expense empty
conduits for telephone service to the said
premises. Telephone service to the premises
shall only be installed by the Hong Kong
Telephone Company Limited and the Tenant
shall leave pull wire in all conduits and
pay to the Landlord the expenses incurred in
the installation of telephone jacks and
conduits to the said premises.
-5-
Electrical Testing (i) To test all circuits for shorts and ground
and to balance loads on all panels.
Pass for Service (j) The Tenant agrees that permanent utility
lines may pass through the ceiling cavity of
the said premises to service other premises
and areas in the said building.
Building Service (k) To employ at the Tenant's expenses only such
& Builder's Work contractors as may be nominated by the
Landlord from time to time for the purpose
of designing and carrying out and installing
all the necessary building services and
builder's work as hereinafter defined in the
said premises in manner as prescribed by the
Landlord or its nominated contractors and in
particular to pay the Landlord vetting fees
consultancy fees and relating charges at the
pre-determined scales as set out by the
Landlord. For the purpose of this
sub-clause, subject to
amendments/alterations from time to time and
to such extent as the Landlord shall in its
discretion deem appropriate or necessary.
(a) The expression "building services"
shall mean all mechanical and
electrical engineering work and
arrangement related to the said
premises including but not confined
to electrical air-conditioning,
plumbing, building automation and
fire fighting installation.
(b) The expression "Builders' work"
shall mean all renovation work not
specified under "building service"
including but not confined to light
track, light trough and graphic
panel.
Submission of (1) (i) All specification, prints, copies
Information and drawing information or
materials are to be furnished by
the Tenant as required by the
Landlord and shall be delivered to
the Landlord's office.
(ii) Prior to the commencement of
construction of Tenant's work, the
Tenant shall furnish the Landlord
with the following information and
items:-
(1) The name and address of
the appointed design/agent
for the said premises.
(2) The name(s) and
address(es) of the
general contractor(s) the
Tenant intends to engage
in the construction of
▇▇▇▇▇▇'s work
(3) The name and address of
the Tenant's authorized
agent/representative, if
any.
-6-
(4) The actual commencement
date of interior
decoration and the
estimated date of
completion of decoration
work, fixturing work,
and date of projected
opening.
(iii) The Tenant when notified by the
Landlord has to submit office
layout drawing within 2 weeks to
the Landlord for its approval.
(iv) For the nominated mechanical and
electrical contractors to prepare
the corresponding designs and
drawings, the Tenant shall provide
the Landlord the followings:-
(1) Three copies of the
reflected ceiling plan
with schedule on voltage,
type, wattage, quantity
and location of outlets
for all light fittings and
air-conditioning.
(2) Three copies of the floor
plan with partitions.
(3) Three layout prints of all
case work including the
location of all sockets,
switches, fuse box,
telephone points, size,
weight and location of
safe, if any.
(4) Three sets of elevations
to describe the space
with all electric outlets.
Statutes, Codes & (m) The Tenant shall have the sole
Ordinances responsibility to comply with all applicable
statutes, codes, ordinances and other
regulations for all work performed by or on
behalf of the Tenant within the said
premises and the Landlord or the Landlord's
agents or representative's approval of
plans, specifications, calculations or of
the Tenant's work shall not constitute any
implication, representation or certification
by the Landlord that the said improvements
are in compliance with said statutes, codes,
ordinances, and other regulations.
Inspection by (n) All Tenant's work shall be subject to the
Landlord inspection of the Landlord, the Landlord's
Architect and ▇▇▇▇▇▇▇▇'s General Contractor
from time to time during the period in which
▇▇▇▇▇▇'s work aforesaid is being performed.
Reimbursement to (o) The Landlord shall have the right to perform
Landlord on behalf of and for the account of the
Tenant, any of the Tenant's work which the
Landlord determines shall be so performed.
Such work shall be limited to
-7-
work which the Landlord deems necessary to
be done on an emergency basis, work caused
by the Tenant's fault, and work which
pertains to structural components, the
general utility systems for the said
Building and the erection of temporary
safety barricades and temporary signs during
construction.
Good repair of (p) To keep all the interior of the said
interior premises, the flooring and interior plaster
or other finishing material or rendering to
walls floors and ceilings, and the
Landlord's fixtures therein and all addition
thereto including doors, window, electric
wires and installations and fittings for
light and power in good clean, tenantable
and proper repair and condition and properly
preserved and painted as may be appropriate
when from time to time required and to so
maintain the same at the expenses of the
Tenant and deliver up the same to the
Landlord at the expiration or sooner
determination of the term in such repair and
the like condition (fair wear and tear
excepted).
Replacement of (q) To reimburse to the Landlord the cost of
windows replacing all broken and damaged windows
door glass and fixtures within the said
premises whether the same be broken or
damaged by the negligence of the Tenant or
owing to circumstances beyond the control of
the Tenant.
Good repairs & (r) To keep all taps lavatories wash basins
replacement of sinks sanitary and water apparatus and other
sanitary apparatus internal pipes and all drains (if any) in or
& electrical belonging to the inside of the said premises
wiring clean and in good order and repair and to
keep in clean and good order and repair all
other pipes and all wires cables conduits
fittings and apparatus within or exclusively
serving the said premises and used for or in
connection with the services of water gas or
electricity in the said premises (fair wear
and tear save and excepted) and to repair or
replace the same (including burnt out
fluorescent tubes or light bulbs) at the
expenses of the Tenant if so required by the
Landlord or other competent authority. In
the event of the Tenant failing to proceed
diligently with the necessary repairs or
replacements so required within 14 days
after the Landlord has notified the Tenant
in writing then the Landlord may proceed
with such repairs or replacement and recover
all costs incurred thereby from the Tenant
as a debt.
Cleansing & (s) In the event of the pipes or drains of the
Clearing of Drains said building becoming choked or stopped up
owing to the careless use by the Tenant its
servants agents licensees invitees the
Tenant shall pay the costs incurred by the
Landlord in cleansing and clearing the same
from obstruction.
Entry by Landlord (t) To permit the Landlord or its agents with or
without workmen or other persons authorised
by it and with or without appliances at all
-8-
reasonable times to enter into and upon the
said premises and to examine the conditions
thereof and thereupon the Landlord may serve
upon the Tenant notice in writing specifying
any repairs necessary to be done and require
the Tenant forthwith to execute the same and
if the Tenant shall not within ten days
after the service of such notice proceed
diligently with the execution of such
repairs then to permit the Landlord to enter
upon the said premises and execute such
repairs and the costs thereof (the amount
thereof in case of difference to be
determined by the Landlord's agent) together
with the interest thereon at the rate of 2%
per month calculated from the date on which
such costs are incurred by the Landlord to
be paid by the Tenant shall be a debt due
from the Tenant to the Landlord and be
forthwith recoverable by action.
Entry by the (u) To permit the Landlord or its authorised
Landlord to carry agents at all reasonable times to enter the
out repairs and said premises for the purpose of of fixtures
taking inventories therein and carrying out any repairs therein
provided that take inventories in the event
of emergency the Landlord or its authorised
agents may without notice enter the said
premises forcibly and the Tenant shall at
its own expense reinstate the entrance to
the said premises to its original position.
Entry by the (v) To keep all windows and doors of the said
Landlord to close premises closed and to permit the Landlord
Windows and or its servants and agents and others from
doors time to time during the said term to enter
upon the said premises for the purpose of
closing any doors or windows.
Notify Landlord (w) To notify the Landlord in writing of any
of damage accidents to or defects in the water pipes
gas pipes electrical wire or fittings
fixtures or other facilities provided by the
Landlord in the said premises whether or not
the Tenant is liable hereunder for the
repair of the same forthwith upon the Tenant
becoming aware whether actually or
constructively of the same arising and to
indemnify the Landlord against any claim
made against the Landlord by any third party
and any loss suffered by the Landlord either
directly or indirectly as a result of any
breach by the Tenant of this provision.
To make good & (x) To make good and pay for all damage caused
take care of all by the Tenant his servants or licensees to
articles provided any fixtures fittings and other articles in
by Landlord the said premises and provided by the
Landlord and shall take reasonable care of
the same and shall not remove any of them
from the said premises.
Repair of (y) To permit the Landlord and its duly
neighbouring authorised agents workmen and others
premises appointed by it at all reasonable times
during the said term (but upon giving a
reasonable previous notice in writing save
in case
-9-
of emergency) to enter into and upon the
said premises and to execute any works of
renewal cleansing alteration or repair to
any adjacent or neighbouring premises or to
the building of which the said premises form
part.
Combustible or (z) Not to store or bring upon the said premises
dangerous goods or any part thereof any unlicensed arms
ammunition gun-powder spirits saltpetre or
kerosene any articles of a specially
combustible inflammable or unlawful goods or
dangerous nature.
Storage of goods (aa) Not to use the said premises or any part
thereof for the storage of goods or
merchandise other than in small quantities
consistent with the nature of the Tenant's
business by way of samples and exhibits.
Insurance against (ab) To indemnify the Landlord against any
loss/damage from proceedings actions claims or demands
Interior Defects whatsoever by any person for loss and damage
suffered as a result of the want of repair
of the interior of the said premises or the
spread of fire or the overflow of water or
the escape of any substance or anything from
the said premises due to the default or
negligence of the Tenant its servants agents
licensees or customers; and to effect and
maintain a policy or policies of insurance
which should include the Landlord's
properties and fixtures inside the said
premises against the risks hereinbefore
mentioned in a reputable insurance company
to be approved by the Landlord in such
amount as the Landlord may reasonably
determine and to produce to the Landlord the
policy or policies and the receipt on
request provided always that if the Tenant
shall at any time fail to keep such
insurance on foot the Landlord may do all
things necessary to effect and maintain such
insurance and any monies expended by the
Landlord for that purpose shall be
recoverable from the Tenant on demand.
Breach of (ac) Not to do or permit to be done anything
Insurance Policy whereby the policy or policies of the
insurance of the said building against
damage by fire or other risks for the time
being subsisting may become void or voidable
or whereby the rate of premium thereon may
be increased and the premium and all
expenses incurred by the Landlord in or
about any renewal or such policy or policies
rendered necessary by breach of this term
shall be borne by the Tenant and shall be
recoverable from the Tenant by the Landlord
on demand.
Illegal or immoral (ad) Not to use or permit or suffer to be used
purposes the said premises or any part thereof for
any illegal or immoral purposes.
Installation & (ae) (i) To fit out the interior of the said
Alteration premises in accordance with the
drawings approved by the Landlord
and not without the prior written
consent of the Landlord to make any
-10-
alteration or addition to the said
premises or any part thereof either
internally or externally or to any
fixtures or fittings or electrical
wiring or electrical mechanical or
air-conditioning installations
therein or to any item therein
(whether or not of a structural
nature).
(ii) Not to place in or upon any part of
the said premises or the said
building any equipment apparatus
machinery or load likely to or
which may cause damage thereto and
not to cause permit or suffer any
load to be placed in any part of
the said premises if the weight of
such load exceeds that permitted
from time to time by the Landlord
in using the said premises or the
said building or any lifts serving
the same or any other thing in or
upon the said premises or the said
building.
(iii) Not to install set up or affix or
permit to be installed set up
affixed in or upon the said
premises or any part thereof in any
manner whatsoever any engine
machinery or mechanical device or
plant or air-conditioning or
heating system.
(iv) To observe and comply with all
rules regulations and instructions
from time to time prescribed by the
Landlord or its authorised
representative or officer in
carrying out any alterations
additions or improvements to the
said premises.
(v) To observe and comply with all
rules regulations and instructions
from time to time prescribed by The
China Light & Power Company Limited
or the relevant authority relating
to the electrical wiring and
installation in the said premises.
(vi) Not to cut maim injure damage alter
or interfere with any of the walls
structural members pipes drains
appurtenances electrical cables
wires fixtures or fittings of or in
the said premises or any part
thereof or suffer or permit the
same to be done.
(vii) Not to change or in any way to
alter the standard entrance door
provided by the Landlord for access
to and egress from the said
premises without having first
obtained the written consent of the
Landlord therefor.
(viii) Not to install additional locks
bolts or additional fittings to the
entrance doors of the said premises
or in any way to cut or alter the
same without having first obtained
the written consent of the Landlord
therefor.
-11-
(ix) To display and decorate the show
windows up to a first class
standard and in such manner as not
to be offensive to the Landlord who
has the right to require the
removal of any part of the display
as in the Landlord's absolute
discretion considers offensive.
Protection from (af) To take all necessary precautions to protect
typhoon the interior of the said premises against
damage by storm typhoon heavy rainfall or
the like and in particular to ensure all
exterior doors and windows are securely
fastened upon the threat of such adverse
weather conditions.
Subletting (ag) Not to assign underlet or otherwise part
Assigning with the possession of the said premises or
any part thereof in any way whether by way
of subletting lending sharing or other means
whereby any organization company firm or
person or persons not a party to this
Agreement obtains the use or possession of
the said premises or any part thereof
irrespective of whether any rental or other
consideration is given for such use or
possession and in the event of any such
transfer sub-letting sharing assignment or
parting with the possession of the said
premises (whether for monetary consideration
or not) this Agreement shall absolutely
determine and the Tenant shall forthwith
vacate the said premises on notice to that
effect from the Landlord. The Tenancy shall
be personal to the Tenant named in this
Agreement and without in any way limiting
the generality of the foregoing the
following acts and events shall, unless
approved in writing by the Landlord, be
deemed to be breaches of this Clause: -
(i) In the case of a tenant which is a
partnership the taking in of one or
more new partners whether on the
death or retirement of an existing
partner or otherwise.
(ii) In the case of a tenant who is an
individual (including a sole
surviving partner of a partnership
tenant) the death insanity or
disability of that individual to
the intent that no right to use
possess occupy or enjoy the said
premises or any part thereof shall
vest in the executors
administrators personal
representatives next of kin trustee
or committee of any such
individual.
(iii) In case of a tenant which is a
corporation any take-over
reconstruction amalgamation merger
voluntary liquidation or change in
the person or persons who owns or
own a majority of its voting shares
or who otherwise has or have
effective control thereof.
-12-
(iv) The giving by the Tenant of a Power
of Attorney or similar authority
whereby the donee of the Power
obtains the right to use posses
occupy or enjoy the said premises
or any part thereof or does in fact
use possess occupy or enjoy the
same.
(v) The change of the Tenant's business
name without the previous written
consent of the Landlord which
consent the Landlord may give or
withhold at its discretion.
Compliance with (ah) To carry out and comply with all ordinances
ordinance, regulations by-laws and rules and all
Government notices and requirements of the appropriate
Lease and Deed of government authorities in connection with or
Mutual Covenant in relation to the said premises and not to
do anything or suffer or permit anything to
be done in contravention of the provisions
of the Conditions of Sales or Government
Lease and Deed of Mutual Covenant under
which the Landlord holds the said premises
and to indemnify the Landlord against any
breach of the terms of this clause.
Noise (ai) Not to do or permit or suffer to be done
upon the said premises or any part thereof
any music noise (including sound produced by
broadcasting from Television, Radio and any
apparatus or instrument capable of producing
or reproducing music and sound) or other act
matter or thing whatsoever which may be or
tend to the nuisance annoyance damage or
disturbance of the Landlord or the owners
tenants lessees or occupiers of any
adjoining or neighbouring premises.
Responsible for (aj) To be wholly responsible for and to
acts of servants indemnify the Landlord against all damage
agents and loss or injury occasioned to the said
licensees premises or any part of the said building or
any adjacent or neighbouring premises to any
person whether directly or indirectly
through the defective or damaged conditions
of any part of the interior of the said
premises or any fixtures fittings wiring or
piping therein for the repair of which the
Tenant is responsible hereunder or through
or in any way owing to the spread of fire or
smoke or the leakage or overflow of water
including storm or rain water from the said
premises or any part thereof or through the
act default or neglect of the Tenant or the
servants agents licensees or invitees of the
Tenant.
Preparation of (ak) Not to prepare or permit or suffer to be
food prepared any food in the said premises.
Sleeping of (al) Not without the Landlord's prior permission
domestic use in writing, permit any person to remain in
the said premises overnight. Such permission
shall only be given to enable the Tenant to
post watchmen to look
-13-
after the contents of the said premises,
which shall not be used as sleeping quarters
or as domestic premises within the meaning
of the Landlord and Tenant (Consolidation)
Ordinance for the time being in force.
Installation in (am) Not to lay, install, affix or attach any
Common Area, wiring, cables or other article or thing
etc. whatsoever in or upon any areas or parts of
the Building in common use or in any place
which is not hereby exclusively let to the
Tenant.
Obstructions in (an) Not to encumber obstruct or permit to be
common area encumbered or obstructed with any boxes,
packaging, merchandise, rubbish or other
articles or obstructions of any kind or
nature at any of the entrances, exits,
staircases, landings, passages, lifts,
escalators, lobbies or other parts of the
said building not included in the said
premises. In addition to any other remedies
which the Landlord may have hereunder, the
Landlord, its servants or agents may without
any prior notice to the Tenant remove any
such obstruction and dispose of the same as
they may think fit without incurring any
liability therefor and the Tenant shall on
demand pay to the Landlord all costs and
expenses incurred in such removal.
Signs (ao) Not to affix, erect, attach, exhibit,
display or permit or suffer so to be done
upon any part within or on the exterior of
the said premises or to or through any
windows thereof any writing sign,
decoration, signboard notice advertisement
placard neon light or other device whether
illuminated or not which may be visible from
outside the said premises except the display
of name-plate or signboard of the Tenant and
their lawful subtenant or licensee at the
entrance to the said premises the size and
position of such name-plate or signboard
shall be subject to the approval of the
Landlord. The Landlord or its authorised
agents shall have absolute discretion in
granting or refusing such approval and any
approval to be granted shall be subject to
such conditions as the Landlord or its
authorised agents may think fit. The
landlord or its authorised agents shall have
the right to remove at the cost and expense
of the Tenant any unauthorised writing,
sign, decoration signboard notice
advertisement placard neon light or device
affixed or put up or displayed without the
proper approval of the Landlord or its
agents.
Sale by auction or (ap) Not to permit or suffer to be held upon the
etc. said premises any sales by auction, fire,
bankruptcy, closing-down or sale of similar
nature or any discount-type of retail
business or any form of unethical business
operation Provided that this clause shall
not preclude genuine promotional, clearance
or periodic seasonal sales.
-14-
Movement of safe (aq) Not to move any safe heavy machinery
and heavy equipment and freight bulky matter or
machinery fixtures in and out of the said building
during normal office hours without first
obtaining the Landlord's written consent.
The Tenant shall keep the Landlord
indemnified against all damages sustained by
any person or property and for any damages
or monies paid out by the Landlord in
settlement of any claim or judgments as well
as legal costs incurred in connection
therewith and all costs incurred in
repairing any damage to the said building or
its appurtenances resulting from movement of
any heavy machinery equipment freight bulky
matter or fixtures. The Tenant requiring to
move to and from the said building such
items undertakes at all times to use the
service lifts provided by Landlord for such
purposes and to notify Landlord and arrange
with the Landlord a suitable time for such
deliveries to be effected.
Adjacent (ar) If any excavation or other building works
excavation or shall be made or authorised in the vicinity
shoring of said building, the Tenant shall permit
the Landlord his servants or agents to enter
the said premises to do such work as may be
deemed necessary to preserve the exterior
wall of the said building from injury or
damage without any claim for damages or
indemnity against the Landlord.
Floor loading (as) The Tenant shall not place any load upon any
floor of the said premises in excess of the
loading capacity for which the floor is
designed. The Landlord preserves the right
to prescribe the weight and position of all
safes and any heavy articles which must be
placed so as to distribute the weight.
Business machines and mechanical equipment
authorised by the Landlord shall be placed
and maintained by the Tenant at the Tenant's
expense in settings sufficient in the
Landlord's judgment to absorb and prevent
vibration noise and annoyance to occupiers
of the other portions of the said building.
Vermin (at) The Tenant shall take all due precautions to
ensure that the said premises do not become
infested with insects or vermin. In the
event of the premises becoming so infested
the Tenant shall pay the cost of
extermination as arranged or approved by the
Landlord and the selected exterminators
shall be given full access to the said
premises for such purpose.
Rules and (au) To observe faithfully and comply strictly
Regulations with such reasonable Rules and Regulations
as the Landlord or the Landlord's agents
from time to time prescribe for the proper
management and maintenance of the said
premises and the said building. Notice of
any additional Rules or Regulations shall be
given in such manner as the Landlord may
elect. The Rules and Regulations set out in
the Third Schedule
-15-
hereto and such additional Rules or
Regulations shall constitute the initial
Rules and Regulations binding upon the
Tenant and shall have the same force and
effect as if set out in the body of this
agreement.
Keep premises (av) To keep the said premises well and
well lighted sufficiently lighted throughout the business
hours of the Tenant.
No incense to be (aw) Not to burn or permit to be burnt incense in
burnt the said premises or in any part of the said
building.
Fire Risk (ax) Not to do or permit any act or thing to be
done which is likely to cause any fire risk
or other hazard in the said building.
Loading & (ay) To ensure that the Tenant's employees
Unloading Areas servants agents or visitors do not obstruct
those areas of the building allocated to
temporary vehicle parking or designated as
loading/unloading areas and at all times
comply with the directions of the Landlord
staff and accredited agents in exercising
due control of such areas and the delivery
of goods generally.
Toilet Facilities (az) To use in common with others the lavatories
and washing accommodations and facilities
provided by the Landlord in the said
building and not to permit or suffer the
same to be used in any improper manner or
whereby the soil or waste pipes may become
impeded or blocked and at all times to
indemnify the Landlord against liability for
damage by the escape of water thereby caused
to the properties or effects of the tenants
or occupiers of the other part of the said
building.
Parking (ba) Not to park in obstruct or otherwise use nor
permit any employee agent or licencee of the
Tenant to park in obstruct or otherwise use
these areas of the said building allocated
to the parking or movement of or access for
vehicles or designated as loading/unloading
areas otherwise than in accordance with the
regulations from time to time made by the
Landlord.
Use of building (bb) Not without the previous written consent of
name the Landlord to use or permit to be used the
name/logo or any part of the name/logo of
the Landlord or of the said building or any
picture representation or likeness of the
whole or any part of such name/logo or of
the said building or of the said premises in
connection with the business or operations
of the Tenant or for any purpose whatsoever
other than to indicate the address and place
of business of the Tenant.
4. The Landlord hereby agrees with the Tenant as follows : -
-16-
Quiet enjoyment (a) To permit the Tenant (duly paying the rent
surcharge and rates and observing and
performing the terms and conditions herein
contained)to have quiet possession and
enjoyment of the said premises during the
said term without any interruption by the
Landlord or any person or persons lawfully
claiming through under or in trust for the
Landlord.
Roof and main (b) To amend and repair such defects in the
structure roof, main electricity supply cables, main
drain pipes, main walls and exterior windows
frames of the said building and the lifts
and the central air-conditioning plant
therein as the Landlord shall discover or as
the Tenant or other authorised person or
Authority shall by notice in writing bring
to the attention of the Landlord and to
maintain the same in a proper state of
repair and condition at the cost of the
Landlord PROVIDED that the Landlord shall be
entitled to be given a reasonable period of
time wherein to view any such defects and to
amend and repair the same.
Air-conditioning (c) To provide and maintain lifts, escalators
services air-conditioning service during the hours of
8:00 o'clock in the forenoon to 6:00 o'clock
in the afternoon on weekdays and during the
hours of 8:00 o'clock in the forenoon to
2:00 o'clock in the afternoon on Saturdays
(excluding Sundays and public holidays). The
supply of air-conditioning shall be
controlled and regulated by the Landlord at
its sole discretion, and also such
electricity as is attributable to lights of
the entrances, passages, corridors,
staircases, landings and lavatories PROVIDED
however the Landlord shall neither be liable
to pay compensation to the Tenant in respect
of any period during which due to
circumstances beyond the control of the
Landlord the proper operation of the said
lifts or central air-conditioning plant
shall be interrupted as the result of
defects, mechanical failure or breakdown or
need for repair or overhaul, nor shall the
Landlord be liable thereby to grant any
abatement of rent and/or air-conditioning
service charge in respect of such
interruption.
Property Tax (d) To pay the Property Tax for the time being
payable in respect of the said premises.
Maintenance of (e) (i) To be responsible for the maintenance
common parts lighting cleaning operating and servicing of
all the common parts of the said building.
(ii) To carry out all necessary decoration to the
common parts of the said building as and
when the Landlord shall in its absolute
discretion decide the same is necessary.
-17-
(iii) To keep the common parts toilets and other
parts of the said building for common use
clean and in proper condition.
(iv) To use its best endeavours to maintain lifts
escalators fire and security services
equipment air-conditioning plant and other
facilities of the said building in proper
working order.
Directory board (f) To provide and maintain at the main entrances and in
all other appropriate places suitable directory
boards indicating to all persons entering the said
building the whereabouts of the said premises with
the Tenant's name in such uniform lettering or
characters as shall be designated by the Landlord.
For the avoidance of doubt, the expression "the
Tenant's name" herein contained shall mean the name
of the Tenant as set out in First Schedule of this
Agreement and if the Tenant carries on business under
a name other than his own name such expression shall
mean the first of his business names as the Landlord
shall be notified by the Tenant. For any subsequent
change of the name of the Tenant or his business name
which necessitates the replacement of the directory
board or name plates thereon, the costs for the new
directory boards and the new name plates shall be
borne solely by the Tenant.
5. It is hereby expressly provided as follows : -
Default (a) (i) If the rent or the surcharge reserved or
interest thereon, if any, or any part
thereof shall be unpaid (whether
formally or legally demanded or not) for
fifteen days next after any of the days
on which the same ought to have been
paid or in the case of the breach or
non-performance of any of the
stipulations and agreements herein
contained on the part of the Tenant to
be kept done or performed or if the
Tenant shall become bankrupt or go into
liquidation it shall be lawful for the
Landlord at any time thereafter to
re-enter into and upon the said premises
or any part hereof in the name of the
whole and thereupon this Agreement shall
absolutely determine but without
prejudice to the right of action of the
Landlord in respect of any breach by the
Tenant of the terms of this Agreement.
All costs and expenses incurred by the
Landlord in demanding the rent and the
surcharge and other charges (if the
Landlord elects to demand) shall be paid
by the Tenant and shall be recoverable
from him as a debt.
(ii) Notwithstanding anything hereinbefore
contained in the event of default in payment
of the said rent and the
-18-
surcharge on the date on which the same
falls due for payment, the Tenant shall
further pay to the Landlord on demand
interest on the amount in arrears at the
rate of (1.5%) per month calculated from the
date on which the same became due for
payment (as stipulated in Clause 1 hereof)
until the date of payment as liquidated
damages and not as penalty provided that the
demand and/or receipt by the Landlord of
interest pursuant to this provision shall be
without prejudice to and shall not affect
the right of the Landlord to exercise any
other right or remedy hereof (including the
right of re-entry) exercisable under the
terms of this Agreement.
(iii) Notwithstanding anything herein contained in
the event of default in payment of the
surcharge on the date on which the same
falls due for payment or any interest
thereon the Landlord shall in addition to
its other rights under the terms of this
Agreement be entitled to disconnect the
supply of air-conditioning to the said
premises until the amount in arrears shall
have been fully paid by the Tenant without
incurring any liability to the Tenant for
any loss or damages suffered by the Tenant
as a result thereof.
Distraint (iv) For the purpose of Part III of the Landlord
and Tenant (Consolidation) Ordinance
relating to distress for rent or of these
presents the rent payable in respect of the
said premises shall be and be deemed to be
in arrear if not paid in advance at the time
and in manner hereinbefore provided for
payment therefor. All costs and expenses
for and incidental to the distraint shall be
paid by the Tenant and shall be recoverable
from him as a debt.
Abatement (b) If the said premises or any part thereof are rendered
uninhabitable by fire water storm wind typhoon
defective construction white ants earthquake
subsidence of the ground or any calamity beyond the
control of the Landlord and not attributable to any
failure by the Tenant to observe and carry out the
terms of this Agreement the rent or a part thereof
proportionate to the extent to which the said
premises shall have been so rendered uninhabitable
shall ▇▇▇▇▇ and cease to be payable until the same
shall have been again rendered fit for occupation
Provided always that the Landlord shall not be
required to reinstate the said premises if by reason
of the condition of the same or any local Regulations
or other circumstances beyond the control of the
Landlord it is not practicable or reasonable to do
so.
-19-
Condemnation (c) If at any time during the continuance of
this tenancy the competent authorities shall
condemn the said building as a dangerous
structure and it shall be pulled down or
shall make a demolition order which shall
become operative in respect of the said
premises or any part thereof or a closure
order in respect of a part of the said
premises under their powers the tenancy
hereby created shall cease as from the
commencement of the pulling down of the said
premises or from the time when such
demolition or closure order shall become
operative.
Expression (d) The expression "the Tenant" shall (where the
of Tenant context permits) mean and include the party
or parties specifically named and shall not
include the executors and administrators or
any such party or where such party is a
corporation any liquidator thereof.
Acceptance of rent (e) The acceptance of rent by the Landlord
hereby stipulated shall not be deemed to
operate as a waiver by the Landlord of any
right to proceed against the Tenant in
respect of a breach by the Tenant of any of
the Tenant's obligations herein contained.
Fire and overflow (f) The Landlord shall not be under any
of water liability to the Tenant or to any other
person whomsoever in respect of any loss or
damage to person or property sustained by
the Tenant or any such other person caused
by or through or in any way owing to the
overflow of water or the escape of fumes,
smoke, fire or any other substance or thing
from anywhere within the said building. The
Tenant shall fully and effectually indemnify
the Landlord from and against all claims and
demands made against the Landlord by any
person in respect of any loss, damage or
injury caused by or through or in any way
owing to the overflow of water or the escape
of fumes, smoke, fire or any other substance
or thing from the said premises or to the
neglect or default of the Tenant his
servants, agents or licensees or to the
defective or damaged condition of the
interior of the said premises or any
fixtures or fittings for the repair of which
the Tenant is responsible hereunder and
against all costs and expenses incurred by
the Landlord in respect of any such claim or
demand.
Injury to Tenant (g) The Landlord shall not be liable for any
caused by lifts, injury to the Tenant his servants licensees
escalators or invitees caused by any defect in or by
the defective or negligent working of any
lift or escalators in the said building by
the Landlord's servants or otherwise and the
Tenant shall indemnify the Landlord against
all claims actions and proceedings in
respect of such injuries.
Accidents and (h) The Landlord shall not be responsible to the
Injury to ▇▇▇▇▇▇'s Tenant or the Tenant's licensees servants
agents or other persons in the said premises
or
-20-
chattel calling upon the Tenant for any accident
happening or injury suffered or damage to or
loss of any chattel or property sustained on
the said premises or in the said building.
Re-Letting notices (i) During the three(3) months immediately
preceding the determination of the said
term of tenancy the Landlord shall be at
liberty to affix and retain without
interference upon any external part of
the said premises a notice for re-letting
the same and the Tenant shall permit
persons with written authority from the
Landlord or its agents at reasonable
hours of the day to view the said
premises or any part thereof.
Delivery of vacant (j) The Tenant shall deliver up vacant
possession possession of the said premises to the
Landlord with all fixtures fittings and
additions therein at the expiration or
sooner determination of this Agreement in
good clean and tenantable repair and
condition in accordance with the
stipulations herein before contained
together with all keys giving access to all
parts of the said premises. Providing that
the Tenant shall at its own expense to
remove all fixtures, fittings, additions,
partitions and alterations made or installed
upon or in the said premises whether by the
Tenant of by the previous occupier of the
said premises and taken over by the Tenant
and to re-instate restore and make good any
damage caused by such removal or
re-instatement. The Tenant's obligations
relating to removal or re instatement under
this Clause may be modified or varied by the
Landlord notifying the Tenant in writing
that the Landlord proposes without payment
of any compensation to retain all or any of
the said fixtures, fittings, additions
partitions, floor coverings, erections and
alterations which the Tenant is otherwise
liable hereunder to remove but subject to
this proviso, the Tenant shall re-instate
restore and make good the said premises or
any part thereof requiring to be re-instated
restored or made good and in the event of
the Tenant failing so to do the Tenant shall
on demand pay to the Landlord the cost of
such re-instatement restoration or making
good.
Landlord not (k) The Landlord shall not be bound by any oral
bound by oral representations or oral promises with
representation respect to the said building and its
appurtenances or in respect of the said
premises except as herein expressly set
forth with the object and intention that the
whole of the agreement between the Landlord
and the Tenant shall be set forth herein and
in no way modified by any oral discussions
which may have preceded the signing of this
Agreement.
No waiver (l) No condoning excusing or overlooking by the
Landlord of any
-21-
default breach or non-observance or
non-performance by the Tenant at any time or
times of any of the Tenant's obligations
herein contained shall operate as a waiver
of the Landlord's rights hereunder in
respect of any continuing or subsequent
default breach of non-observance or
non-performance or so as to defeat or affect
in any way the right of the Landlord herein
in respect of any such continuing or
subsequent default or breach and no waiver
by the Landlord shall be inferred from or
implied by anything done or admitted by the
Landlord unless expressed in writing and
signed by the Landlord.
No excuse for (m) This Agreement and the obligation of the
non-payment of Tenant to pay the said rent and other sums
rent due hereunder and perform the Tenant's
obligations hereunder shall in no way be
affected impaired or excused because the
Landlord is unable due to circumstances
beyond his control to fulfil any of his
obligations under this Agreement or to
supply or is delayed in supplying any
service expressly or impliedly to be
supplied or is unable to make or is delayed
in making any repair additions alterations
or decoration or is unable to supply or is
delayed in supplying any equipment or
fixtures if the Landlord is prevented or
delayed from so doing by reason of strike
labour troubles shortage of materials or any
outside cause whatsoever or by reason of any
order or regulation of any department of the
Government of the Hong Kong Special
Administrative Region.
No actual eviction (n) The Landlord shall also have the right at
in certain events any time without constituting an actual or
constructive eviction of the Tenant and
without incurring any liability to the
Tenant therefor to install or erect at the
entrances passages passageways doorways
corridors landings staircases lobbies or
other public parts of the said building
counters showcases or light boxes or to
change the arrangement and/or location of
entrances passageways doors doorways
corridors landings staircases lobbies lifts
escalators toilets or other public parts of
the said building or any service or
apparatus serving the said building and to
change the name number or designation by
which the said building is known.
Year 2000 (o) The Landlord shall not be liable for the
Compliant failure or malfunction of the computer
systems used in the operation and management
of the said building, whether the same is
operated controlled or owned by the
Landlord, the manager of the said building
or otherwise due to the same not being Year
2000 compliant or otherwise and the Tenant
shall indemnify the Landlord against all
claims actions and proceedings in respect of
any resulting loss or damage which may be
suffered by any third party.
-22-
Stamp Duty and (p) The stamp duty payable on this Agreement
legal costs shall be borne by the parties hereto in
equal shares but the land registration fee
(if any) shall be paid by the Tenant. The
Tenant shall also bear ▇▇▇▇▇ & McKenzie's
costs and disbursements of and incidental to
the preparation and completion of this
Agreement calculated a half of 75% of full
scale cost.
Service of (q) Any notice required to be served on the
Notices Tenant shall be sufficiently served if
delivered to or despatched by registered
post to or left at the premises or at the
registered office or last known address in
Hong Kong of the Tenant and any notice
required to be served on the Landlord shall
be sufficiently served if delivered to or
despatched by registered post to or left at
the registered office of the Landlord in
Hong Kong or any other address which the
Landlord may notify to the Tenant from time
to time. A notice sent by registered post
shall be deemed to be given at the time and
date of posting.
Approval of (r) No approval by the Landlord is valid unless
Landlord it is in writing and signed by the Landlord
or its authorised agents.
No premium or (s) The Tenant hereby expressly admits and
fine declares that no premium or fine or other
consideration or key money has been paid to
the Landlord by the Tenant for the creation
of this tenancy.
Sale and (t) If at any time during the tenancy hereby
redevelopment created the Landlord shall enter into a
contract for the sale of the said building
or of any part thereof which shall include
the said premises or if the Landlord shall
resolve to redevelop the said building or
any part thereof whether wholly by
demolition and rebuilding or otherwise, or
partially by renovation, re-furbishment or
otherwise (which intention so to redevelop
shall be sufficiently evidenced by a copy of
a Resolution of its Directors certified to
be a true and correct copy by its Secretary)
then in either of such events the Landlord
shall be entitled to give six clear calendar
months' notice in writing expiring at the
end of any calendar month during the tenancy
hereby created terminating this Agreement
and immediately upon the expiration of such
notice this Agreement and everything herein
contained shall cease and be void but
without prejudice to the rights and remedies
of either party against the other in respect
of any antecedent claim or breach of any of
the agreements or stipulations herein set
out.
(u) The Tenant hereby expressly agrees to
deprive itself of all rights (if any) to
protection against eviction or ejectment
provided by any
-23-
existing or future legislation from time to
time in force and applicable to the said
premises or to this tenancy and the Tenant
agrees to deliver up vacant possession of
the said premises to the Landlord on the
expiration or sooner termination of the
tenancy hereby created notwithstanding any
rule of law or equity to the contrary.
Reservation of (v) The Landlord reserves the right exercisable
Rights at any time or times : -
(i) To change the name or description
of the said building or any part
thereof,
(ii) To make or caused to be made any
structural or non-structural
alteration or improvement in or
addition to entrances landings
staircases driveways passages
lobbies or any part of the said
building in common use, without
incurring any liability to make any
payment to the Tenant on any
account whatsoever provided that in
the happening of case (i) hereof
the Landlord shall give to the
Tenant and the Postal and other
Government Authorities not less
than three months' notice in
writing or any such change.
(iii) The Landlord reserves the right
from time to time and by notice in
writing to the Tenant to make and
introduce and subsequently amend
adapt or abolish if necessary such
regulations as it may consider
necessary for the management and
maintenance of the said building as
a first class commercial Building.
(iv) Such regulations shall be
supplementary to the terms and
conditions contained in this
Agreement and shall not in any way
derogate from such terms and
conditions. In the event of
conflict between such regulations
and the terms and conditions of
this Agreement the terms and
conditions of this Agreement shall
prevail.
Special Condition (w) The parties hereto hereby agree that the
terms or conditions or matters set out in
the Fourth Schedule hereto (if any) shall
apply to this Agreement and shall be
incorporated as an integral part of the
Agreement.
Joint and Several (x) In this Agreement where the context so
Liability permits or requires the words importing the
singular number shall include the plural
number and vice versa and word importing the
masculine gender shall include the feminine
gender and neuter gender and where there are
-24-
two or more persons included in the
expression "the Tenant" covenants expressed
to be made by the Tenant shall be deemed to
be made by such persons jointly and
severally.
Marginal notes (y) The marginal notes are intended for guidance
only and do not form part of this Agreement
nor shall any of the provisions of this
Agreement be construed or interpreted by
reference thereto or in any way affected or
limited thereby.
Governing Law (z) This Tenancy Agreement shall be governed by
and construed in accordance with the laws of
the Hong Kong Special Administrative Region
and the Tenant hereby irrevocably submits to
the non-exclusive jurisdiction of the courts
of the Hong Kong Special Administrative
Region. The submission to such jurisdiction
shall not limit the right of the Landlord to
take proceedings in whatever jurisdiction it
may think fit, nor shall the taking of
proceedings in any jurisdiction preclude the
taking of proceedings in any other
jurisdiction or jurisdictions, whether
concurrently or not.
-25-
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
EQUITY MARKETING HONG KONG, LTD. whose registered office is situate at Suite
▇▇▇. ▇-▇, 16th floor of Tower 3, China Hong ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇.
PART II - PREMISES
Suite Nos. 1,2,3 and 4 on the 18th Floor of Tower 6 of China Hong Kong City,
China Ferry Terminal, Canton Road, Kowloon which for the purposes of
identification only is shown on the Floor Plan annexed hereto and thereon
coloured Pink.
PART III -TERM
Three years commencing from the 1st day of September 1997 to the 31st day of
August 2002 (both days inclusive).
PART IV - USER
To use or occupy the said premises or any part thereof solely and exclusively
for the purpose of office which shall not be changed without the previous
written consent of the Landlord and in particular not to use or permit the same
to be used for domestic purpose or for shops or as sleeping quarters and not to
allow any person to remain in the said premises overnight.
PART V - DEPOSIT
The deposit subject to increase in accordance with Clause 3 (a) (vi) of this
Agreement shall be HK$473,700.00.
-26-
THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
PARTICULARS OF THE SAID RENT
The said rent throughout the said term hereby created shall be HK$126,432.00 per
calendar month payable in advance on the first day of each and every calendar
month.
PART II
PARTICULARS OF SURCHARGES
The monthly surcharge to cover the costs of building management and
air-conditioning throughout the said term subject to increase in accordance with
clause 3 (a)(iv) of this Agreement shall be HK$31,468.00 per calendar month
payable in advance on the first day of each and every calendar month.
-27-
THE THIRD SCHEDULE ABOVE REFERRED TO
RULES AND REGULATIONS
1. Plumbing fixture shall be used only for the purposes for which they
were constructed. No sweepings rubbish rags or other alien substances
shall be deposited therein. All costs for making good damage resulting
from any misuse of the plumbing fixtures shall be borne by the Tenant.
2. No Tenant shall drill into or in any way deface part of the said
premises or the said building. No drilling shall be permitted save with
prior written approval of the Landlord and as the Landlord may direct.
3. Save with prior written consent of the Landlord, which consent will not
normally be granted, no flagholes or aerials shall be erected, and no
flags shall be flown from windows or elsewhere in or upon the said
building.
4. Each Tenant must upon the termination of his tenancy restore to the
Landlord all keys of offices and toilet rooms used by the Tenant.
5. All removals or the carrying in or out of furniture or bulky matter of
any description must take place after office hours and during the hours
which the Landlord or his agent may determine from time to time. The
Landlord reserves the right to exclude goods from the said building
which violate any of these Rules and Regulations or the Agreement of
which these Rules and Regulations are a part.
6. No Tenant nor any of the Tenant's servants employees agents visitors or
licensees shall bring into any passenger lift in the said building any
goods effects chattels luggage bulky parcels food trays tiffin carriers
or other space-occupying items and the Tenant shall ensure that such
items are restricted to the designated lift.
7. No Tenant shall do or permit to be done in the said premises or any
part thereof any act which shall or might subject the Landlord to any
liability or responsibility for injury to any person or to property.
8. Windows shall remain closed or locked save in an emergency such as fire
or break-down of the air-conditioning system and the reasonable extent
necessary to enable the Tenant to clean the same.
9. Canvassing touting and peddling in the said building is prohibited and
each Tenant shall co-operate to prevent the same.
10. Save with the prior written consent of the Landlord, which consent will
not normally be granted, no cooking or preparation of food shall be
permitted by any Tenant in the said premises. No Tenant shall permit
any unusual or objectionable odours to be produced
-28-
upon or to permeate from the said premises.
11. Not to do or permit or suffer anything in the said premises or in the
said building which may be or go to be a nuisance or annoyance to the
Landlord or any other Tenants or occupiers thereof or of any adjoining
building or affect the reputation of the said building as a high class
office building.
12. The Tenant shall no install in the said premises any partitioning other
than the supplied or approved by the Landlord.
13. Not to keep or permit or suffer to be kept upon any part of the said
premises any lives-stocks or animals and to carry out such pest control
for the said premises upon the request by the Landlord for the said
premises via nominated pest control companies at the Tenant's expense.
14. All blinds and/or curtains used within the said premises shall conform
externally to standard colour and design and such blinds and/or
curtains shall be approved by the Landlord so as to preserve a uniform
external appearance.
15. The Tenant shall not carry on or permit or suffer to be carried on in
or upon the said premises or any part thereof any trade or business
which the Landlord shall in its absolute discretion regard as dangerous
noxious noisy or offensive.
-29-
THE FOURTH SCHEDULE ABOVE REFERRED TO
SPECIAL CONDITION
1. The Landlord shall carry out the following items on an one time
basis: -
- provide new carpet for the said premises;
- replace ceiling tiles in the said premises;
- replace light boxes and ceiling grids in the said premises;
- clean/repair the fan coil units in the said premises;
- provide additional fan coil units in the premises;
2. Save and except the above mentioned items, the said premises shall be
handed over to the Tenant in a bare shell condition.
3. Notwhithstanding anything hereinbefore written, the Tenant shall be
entitled, during the period from 1st September 1999 to 30th November 1999
(both days inclusive) of the term of the tenancy to occupy the said premises
free of rent for fitting out purposes, Provided that if the Tenant shall have
observed and performed the terms of this Agreement, the Tenant shall have
another rent free period from 1st July 2002 to 31st August 2002 (both days
inclusive). Provided that during the said rent free periods, all the rates,
Service Charged, Government Rent, electricity, water charges and all other
outgoings payable in respect of the said premises shall be borne by the
Tenant absolutely.
4. Upon completion of the fitting out work in the said premises, the
Tenant shall at its own expense remove all debris and rubbish resulting from
such fitting out work to the location designed by the Landlord or its
authorised agents.
-30-
AS WITNESS the hands of the parties hereto the day and year first above
written.
SIGNED by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ )
of Sino Real Estate ) (Signed by Sino Real Estate
Agency Ltd., a company duly ) Agency Ltd.)
Authorised by the Board of )
Directors of the Landlord ) /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
)
for and on behalf of the Landlord ) Agent for the landlord
whose signature is verified by :- ) for the sole purpose of
execution of this
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Agreement
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Hong Kong SAR
Messrs. ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SIGNED by ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ )
)
for and on behalf of the Tenant ) (signed by Equity Marketing
in the presence of :- ) Hong Kong by ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇)
(Signed by ▇▇▇▇ ▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇(▇))
R E C E I V E D the day and year first above)
written of and from the Tenant the sum of) (Signed by Sino Real Estate
HONG KONG DOLLARS FOUR HUNDRED ) Agency Ltd.)
SEVENTY THREE THOUSAND AND SEVEN )
HUNDRED being the above mentioned deposit ) /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
to be paid by the Tenant to the Landlord )
from the previous Tenancy Agreement ) Agent for the landlord for
the sole purpose of
execution of this
Agreement
HK$473,700.00
TOWER 6
[FLOOR PLANS OF FLOORS 8TH, 9TH, 10TH-16TH, 17TH AND 18TH]