EXHIBIT 10.44
Dated the first day of July 2005
LYNX INTERNATIONAL LIMITED
and
TARRANT COMPANY LIMITED
--------------------------------------------------------------------------------
TENANCY AGREEMENT
of
All those 202/2000th parts of shares of an in ▇▇▇ ▇▇▇▇ Inland Lot No. 87
(The whole of 13th & 14th Floors and Car Parking Spaces Nos. 2 & 3 on
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇ (formerly Nos. ▇▇-▇▇) ▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇)
--------------------------------------------------------------------------------
AN AGREEMENT is made this 1st day of July, Two Thousand and Five
BETWEEN the parties more particularly described and set out in Part 1 of the
Schedule hereto.
WHEREBY IT IS AGREED as follows:
1. The Landlord shall let and the Tenant shall take all those parts of the
premises more particularly described and set out in Part 2 of the
Schedule hereto together with fixtures and fittings (hereinafter called
"the said fixtures") now thereat details whereof are contained in Part
4 of the Schedule hereto and together with the use in common with the
Landlord and all others having the like right of the entrances,
staircases, passages and lavatories (if any) in the building of which
the said premises form part more particularly described in Part 2 of
the Schedule hereto (hereinafter called "the said premises") in so far
as the same is necessary for the proper use and enjoyment of the said
premises and together also with the use in common as aforesaid of the
lifts (if any) whenever the same shall be operating for the term and at
the rent more particularly described and set out in Part 3 of the
Schedule hereto.
2. The Tenant to the intent that the obligations hereunder shall continue
throughout the said term hereby agrees with the Landlord as follows:
(a) Throughout the said term to pay the rent as set out in Part 3
of the Schedule to the Landlord monthly in advance on the
first day of each calendar month without deduction and without
any right of set-off by the Tenant. The first payment of rent
which shall be made on the 1st of November, 2004, shall
consist of the rent accruing from the date of commencement of
the term to the last day of the same month and subsequent
payment shall be made monthly in advance on the first day of
the calendar month.
(b) To pay and discharge all rates, government rent, management
fees, charges, impositions and outgoings of an annual or
recurring nature now or hereafter to be assess, imposed or
charged by the Government of Hong Kong Special Administrative
Region of PRC or other lawful authority upon the said premises
or upon the Landlord thereof (not applicable to Property Tax).
(c) To pay and discharge all charges for the supply of water, gas
and electricity to the said premises and for water, gas and
electricity as may be shown by the separate meter install upon
or in relation to the said premises or by accounts rendered to
the Tenant in respect of such amount of water, gas and
electricity consumed in the said premises.
(d) To pay to the Landlord on demand all costs incurred by the
Landlord for make good and repair of any damaged part of the
said premises owing to the careless or improper use or neglect
by the Tenant or any employees, agents, visitors, contracted
parties, appointed person(s) or licensee(s) of the Tenant.
(e) To keep all the interior of the said premises including the
flooring and interior plaster or other finished or rendering
to walls, floors, windows and ceilings and the pipes and
drains exclusively serving the said premises in good clean
tenantable repair and condition and properly preserved and
painted (fair wear and tear expected) and so to maintain the
same at the expense of the Tenant and to deliver up the said
premises to the Landlord at the expiration or sooner
determination of the said term in condition aforesaid.
Provided that if the Landlord so requires, to remove at the
Tenant's expenses all fixtures and additions installed by the
Tenant and in such event the Tenant shall make good all damage
caused to the said premises by such removal.
(f) To take all reasonable precautions to protect the interior of
the said premises from storm or typhoon or the like.
(g) Not to make any alterations or additions in the said premises
without first having obtained consent from the Landlord and
all additional renovation is at the cost of the Tenant.
(h) To prevent causes of fire, water or electricity leakage,
damages to the said premises or any third parties by any
employees, visitors, agents, contracted parties, appointed
person(s) or licensee(s) of the Tenant.
(i) To insure and indemnify the Landlord against any fire, water
or electricity leakage, damages to the said premises or to any
third parties by any employees, visitors, agents, contracted
parties, appointed person(s) or licensee(s) of the Tenant.
(j) To be wholly responsible for any loss, damage or injury caused
to any person(s) whomsoever directly or indirectly through the
defective or damaged condition of any part of the interior of
the said premises and to make good the same by payment or
otherwise and to indemnify the Landlord against all actions,
proceedings, claims and demands made upon the Landlord in
respect of any such loss, damage or injury and all costs and
expenses incidental thereto.
(k) On receipt of any notices from the Landlord or its authorized
representatives specifying any works or repairs which require
to be done and which are the responsibility of the Tenant
hereunder forthwith to execute the same at the expense of the
Tenant with all possible efforts and without any delay.
(l) Not without the prior written consent of the Landlord to
assign underlet share or otherwise part with the possession or
occupation of the said premises or any part thereof in any way
whether by way of sub-letting letting sharing or other means
whereby any person or persons not a party to this Agreement
obtains the use or possession or occupation 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.
(m) Not to do so or permit or suffer to be done any act, deed,
matter or thing whatsoever whereby any insurance of the said
premises or the building against loss or damage by fire and/or
claims by third parties for the time being in force may be
rendered void or voidable or whereby the premium thereon may
be increased provided that is as the result of any act, deed,
matter or thing done permitted or suffered by the Tenant, the
premium on any such insurance shall be increased, the Landlord
shall be entitled at its option either to terminate this
Agreement or to continue the same upon payment by the Tenant
of the increased premium and upon such other terms and
conditions as the Landlord may, at its discretion think fit to
impose.
(n) Not to use or permit or suffer the said premises to be used
for any illegal or immoral purpose.
(o) Not to store arms, ammunition or unlawful good, gunpowder,
saltpeter, petrol, kerosene or other explosive or combustible
substances in any part of the said premises.
(p) To obey and comply with and to indemnify the Landlord against
the breach of all ordinances, regulations, by-laws, rules and
requirements of any governmental or other competent authority
relating to the use and occupation of the said premises or any
other act, deed, matter or thing done, permitted suffered or
omitted therein or thereon by the Tenant or any employees,
agents, visitors, contracted parties, appointed person(s) or
licensee(s) of the Tenant.
3. The Landlord hereby agrees with the Tenant as follows:
(a) To pay property tax attributable to or payable in respect of
the said premises.
(b) To permit to the Tenant (duly paying the rent the management
fee and all other charges hereby agreed to be paid on the days
and in manner herein provided for payment of the same and
rates and observing and performing the agreements stipulations
terms conditions and obligations 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 lawfully claim under or through or in trust for the
Landlord.
(c) The acceptance of any rent by the Landlord hereunder shall not
be deemed to operate as a waiver by the Landlord of any rights
to proceed against the Tenant in respect of any breach
non-observance or non-performance by the Tenant of any of the
agreements stipulations terms and conditions herein contained
and on the part of the Tenant to be observed and performed.
4. The Landlord shall not in any circumstances by liable to the Tenant or
any other person(s) whatsoever:
(a) In respect of any loss or damage to any person(s) or property
sustained by the Tenant or any such other person(s) caused by
or through or in any way owing to any defect in or breakdown
of the lifts, electricity, gas and water supplies, or any
other building service provided in the said building.
(b) In respect of any loss or damage to any person(s) or property
sustained by the Tenant or any other person(s) caused by or
through or in any way owing to the escape of fumes smoke file
or any other substance or thing or the overflow of water from
anywhere within the said building unless attributable to the
act or default of the Landlord.
5. Notwithstanding anything herein contained, it is agreed by Landlord and
the Tenant that each party should, in case of termination of the
Agreement before expiration of the term for whatsoever reasons, give
three months' prior notice in writing to other party.
6. During the three months immediately preceding the expiration of the
term hereby created, the Landlord shall be at liberty to affix and
maintain without interference upon any external part of the said
premises a notice stating that the said premises are to be let and such
other information in connection therewith as the Landlord shall
reasonably require.
7. Any notice required to be served by the Landlord or the Tenant shall be
sufficiently served if delivered to or dispatched by post to the last
known address of the Landlord or the Tenant. A notice sent by post
shall be deemed to be given at the time and date of posting.
8. Unless inconsistent with the context otherwise, words herein denoting
persons including corporations and firms; works denoting masculine
gender include feminine or neuter gender. Words denoting the singular
number shall include the plural number and vice versa. The terms "the
Landlord" and "the Tenant" shall include their successors in title (if
applicable).
9. This Agreement comprises the whole agreement between the parties hereto
and the Tenant agrees that it has not entered into this Tenancy
agreement in reliance upon any warranties or representations which may
have been made or given by the Landlord or by any other person on the
Landlord's behalf relating to the said premises prior to the singing
hereof and if any such warranties or representations, whether expressed
or implied, written or oral have been made the same are deemed to have
withdrawn immediately prior to the execution of this Agreement.
10. Stamp duty and registration fee (if any) payable on this Agreement and
its counterpart shall be borne by the Landlord and the Tenant in equal
shares.
11. This Agreement is construed and governed by the laws of Hong Kong
Special Administration Region of PRC.
AS WITNESS wjereof the hands of the said parties hereto the day and
year first above written.
THE SCHEDULE ABOVE REFFERED TO
PART 1
(NAME ADDRESSES AND DESCRIPTION OF PARTIES HERETO)
LANDLORD: Lynx International Limited whose registered office is situated
at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇ ▇▇▇ ▇▇▇▇ Road, ▇▇▇▇ ▇▇▇▇,
Kowloon, Hong Kong
TENANT: Tarrant Company Limited whose registered office is situated at
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇ ▇▇▇ ▇▇▇▇ Road, ▇▇▇▇ ▇▇▇▇,
Kowloon, Hong Kong
PART 2
(DESCRIPTION OF THE SAID PREMISES)
All Those 202/2,000th Parts or shares of and in ▇▇▇ ▇▇▇▇ Inland Lot No. 87 (The
whole of 13th Floor and 14th Floor and Car Parking Spaces Nos. 2 and 3 on the
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇ (formerly Nos. ▇▇-▇▇) ▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇)
PART 3
(TERMS OF LETTING, RENT, DEPOSIT)
TERM: One (1) Year commencing from the first day of January 2005 to
the thirty first day of December 2005
RENT: HK$234,000.00 per calendar month payable monthly in advance on
the first day of each and every calendar month during the said
term without deduction and without any right of set-off by the
Tenant for the period from 1st January 2005 to 31st December
2005
DEPOSIT: HK$468,000.00 and two months' management fee as of 1st January
2005
PART 4
(DESCRIPTION OF THE SAID FIXTURES)
Include the air-conditioning system and air conditioning ducting, etc., owned by
the Landlord.
AGREED & SIGNED by )
for and on behalf of the Landlord )
LYNX INTERNATIONAL LIMITED )
)
)
)
)
/S/ ▇▇▇▇▇▇ ▇▇▇▇ )
------------------------------ )
▇▇▇▇▇▇ ▇▇▇▇,AUTHORIZED SIGNATORY )
)
)
)
)
)
)
AGREED & SIGNED by )
for and on behalf of the Tenant )
TARRANT COMPANY LIMITED )
)
)
/S/ ▇▇▇▇▇ ▇▇▇ )
----------------------------------- )
/s/ ▇▇▇▇▇ ▇▇▇, AUTHORIZED SIGNATORY) )
)
)