Dated the 26th day of April 1997
--------------------------------
EURO TECH (FAR EAST) LIMITED
AND
HUMAN INSURANCE BROKERS
COMPANY LIMITED
--------------------------------
TENANCY AGREEMENT
of
Office 2 on 15th Floor.
▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇.
--------------------------------
Commencement Date: 26.4.1997
Expiry Date: 25.4.1999
Rent Free Period: From 26th April 1997 to
31st May 1997 (Both days
inclusive)
Term: TWO (2) YEARS
(with an option to renew
for a further term of
ONE (1) YEAR)
HASTINGS & CO.,
Solicitors & Notaries,
21/F, Bank of ▇▇▇▇▇ ▇▇▇▇▇,
▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇.
Ref: YCT/E-5/ATY/97 (1991.38466) VH
VH/ama (TA(BUS).E5)
INDEX
Page
----
1 SECTION I AGREEMENT
1 SECTION II RENT AND OTHER CHARGES
2 1. Rent
2 2. Rates
2 3. Utility Charges and Deposits
2 4. Production of Receipts
2 SECTION III TENANT'S OBLIGATIONS
2 1. Compliance with Ordinances
3 2. Fitting Out Interior
3 3. Good Repair
3 4. Replacement of Windows
3 5. Repair of Electrical Installations
4 6. Good Repair of Toilets and Water Apparatus
4 7. Cleaning of Drains
4 8. Indemnity Against Loss/Damage from Interior Defects
4 9. Protection from Typhoon
5 10. Landlord to Enter and View
5 11. Repair on Receipt of Notice
5 12. Inform Landlord of Damage
5 13. Cleaning and Cleaning Contractors
5 14. Refuse and Garbage Removal
5 15. Service Lifts and Entrances
6 16. Directory Boards
6 17. Contractors Employees Invitees and Licensees
6 18. Regulations
6 19. Yield Up Premises and Reinstatement
6 SECTION IV LANDLORD'S OBLIGATIONS
7 1. Quiet Enjoyment
7 2. Crown Rent
7 3. External Parts
7 4. Main Structure
7 SECTION V RESTRICTIONS AND PROHIBITIONS
1
7 1. User
8 2. Installation and Alterations
8 3. Injury to Main Walls
8 4. Alteration to Exterior
9 5. Locks
9 6. Noise
9 7. Signs
9 8. Auction and Sales
9 9. Illegal Use
10 10. Touting
10 11. Sleeping or Domestic Use
10 12. Plant. Machinery & Goods
10 13. Obstructions in Passages
10 14. Parking and Loading
10 15. Goods and Merchandise Outside the Premises
11 16. Pets and Infestation
11 17. Subletting, Assigning
12 18. Breach of Crown Lease, etc.
12 19. Breach of Insurance Policy
12 SECTION VI EXCLUSIONS
12 1. Lifts, Air conditioning, Utilities
12 2. Fire and Overflow of Water
13 3. Security
13 SECTION VII ABATEMENT OF RENT
13 SECTION VIII DEFAULT
14 1. Default
14 2. Interest
14 3. Acceptance of Rent
15 4. Acts of Employees Invitees and Licensees
15 5. Distraint
15 SECTION IX DEPOSIT
15 1. Deposit
16 2. Repayment of Deposit
16 3. Assignment of the Premises
16 SECTION X REGULATIONS
2
16 1. Introduction of Regulations
16 2. Conflict
17 SECTION XI INTERPRETATION AND MISCELLANEOUS
17 1. Marginal Notes, Headings and Index
17 2. Condonation not a Waiver
17 3. Letting Notices
18 4. Service of Notice
18 5. Name of Building
18 6. Gender
18 7. Stamp Duty and Costs
18 8. Management Agreement
18 9. No premium paid
19 SECTION XII OPTION TO RENEW
19 SECTION XIII RENT FREE PERIOD
20 FIRST SCHEDULE
21 SECOND SCHEDULE
22 THIRD SCHEDULE
23 SIGNATURES
3
SECTION 1
AGREEMENT
THIS AGREEMENT is made the 26th day of April One Thousand Nine Hundred and
Ninety-Seven BETWEEN the parties named and described as Landlord in Part I of
the First Schedule hereto (hereinafter called "the Landlord which expression
shall where the context admits includes its successors and assigns) of the one
part and the party named and described as Tenant in Part I of the First Schedule
hereto (hereinafter called "the Tenant") which expression shall where the
context admits include its successors and permitted assigns) of the other part.
NOW IT IS AGREED as follows:-
The Landlord shall let and the Tenant shall take ALL THOSE the Premises
(hereinafter called "the Premises") forming part of all that Building
(hereinafter called "the Building") which the Premises and the Building are more
particularly described and set out in Part II of the First Schedule attached
hereto TOGETHER with the furniture fixtures fittings and equipment (hereinafter
called "the Furniture") more particularly described and set out in the Third
Schedule AND TOGETHER with the use in common with the Landlord and all others
having the like right of the entrances staircases landings passages, toilets and
other common facilities in the Building in so far as the same are necessary for
the proper use and enjoyment of the Premises and except in so far as the
Landlord may from time to time restrict such use AND TOGETHER with the use in
common as aforesaid of the lift service and air cooling services (if any) during
such hours as the same shall be operating for the term set forth in Part III of
the First Schedule hereto YIELDING AND PAYING therefore throughout the said term
the rent and other charges as are set out in Part I and Part II of the Second
Schedule hereto which sums shall be payable exclusive of rates and in advance
clear of all deductions on the first day of each calendar month the first and
last of such payments to be apportioned according to the number of days in the
month included in the said term.
SECTION II
RENT AND OTHER CHARGES
The Tenant agrees with the Landlord as follows:-
(1) Rent
(a) To pay the said rent as set out in Part I of the Second Schedule
monthly in advance on the 1st day of each and every calendar month.
HONG KONG STAMP DUTY
995.00 -7.5.97
HONG KONG
$_________(cent)
STAMP DUTY PAID
-1-
(b) To pay in advance on the 1st day of each and every calendar month,
subject to review, the management fees as set out in Part II of the
Second Schedule.
(2) Rates
To pay and discharge punctually all rates taxes assessments duties
impositions charges and outgoings whatsoever now or hereafter to be
imposed or levied on the Premises or upon the owner or occupier in respect
thereof by the Government of Hong Kong or other lawful authority (Crown
Rent and Property Tax alone excepted).
(3) Utility Charges and Deposits
To pay and discharge all deposits and charges in respect of gas water
electricity (including electricity consumed by the air conditioning units
inside the Premises) and telephone as may be, shown by or operated from
the Tenant's own metered supply or by accounts rendered to the Tenant in
respect of all such utilities consumed on or in the Premises.
(4) Production of Receipts
To produce to the Landlord on demand all receipts for rates and other
outgoings which are paid by the Tenant in accordance with the terms and
conditions hereof.
SECTION III
TENANT'S OBLIGATIONS
(1) Compliance with Ordinances
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 Premises, or to any other act, deed, matter or thing
done, permitted, suffered or omitted therein or thereon by the Tenant or
any employee, agent or licensee of the Tenant and without prejudice to the
foregoing to obtain any licence approval or permit required by any
Governmental or other competent authority in connection with the Tenant's
use or occupation of the Premises prior to the commencement of the
Tenant's business and to indemnify the Landlord against the consequences
of a breach of this provision.
(2) Fitting Out Interior
To fit out the interior of the Premises in accordance with such plans and
specifications as shall have been first submitted by the Tenant to and
approved in writing by the
-2-
Landlord or its appointed agents in a good and proper workmanlike fashion
using good quality materials and to maintain the same throughout the said
term in good condition and repair to the satisfaction of the Landlord. In
the event of such approval being requested it shall be a condition
precedent to the granting thereof that the Tenant shall pay to the
Landlord any fee and/or cost incurred by the Landlord in obtaining the
approval of its appointed agents, consultants and/or architects. In
carrying out any approved work hereunder, the Tenant shall and shall cause
his servants agents contractors and workmen to cooperate fully with the
Landlord and all servants agents, contractors and workmen of the Landlord
and with other tenants or contractors carrying out any work in the
Building. The Tenant shall obey and cause his servants agents contractors
and workmen to obey and comply with all instructions and directions which
may be given by the Landlord's servants agents contractors and workmen or
other authorised representatives in connection with the carrying out of
such work.
(3) Good Repair
To keep all the Furniture and all the interior of the Premises including
the flooring and interior wallpaper or other finishing material or
rendering to walls floors and ceilings to the Premises (if any) and the
Landlords fixtures and fittings therein and all additions thereto
including all doors windows electrical installations and wiring light
fittings suspended ceilings fire fighting apparatus piping and air
conditioning ducting in good clean tenantable substantial and proper
repair and condition (fair wear and tear excepted) and as may be
appropriate from time to time properly painted and decorated and so to
maintain the same at the expense of the Tenant, and to deliver up the same
to the Landlord at the expiration or sooner determination of the said term
in like condition.
(4) Replacement of Windows
To pay to or reimburse the Landlord the cost of replacing all broken or
damaged windows or glass whether the same be broken or damaged by the
negligence of the Tenant or owing to circumstances beyond the control of
the Tenant.
(5) Repair of Electrical Installations
To repair or replace if so required by the appropriate companies or
authorities under any ordinance or any statutory modification or
re-enactment thereof or any Order in Council or regulation or by-law made
thereunder by duly authorised contractors statutory undertakers or
authorities as the case may be all the electricity wiring installations
and fittings within the Premises and the wiring from the Tenants meter or
meters to and within the same.
(6) Good Repair of Toilets and Water Apparatus
-3-
At the expense of the Tenant to maintain all toilets and water apparatus
as are located within the Premises (or elsewhere if used exclusively by
the Tenant his employees invitees and licensees) in good clean and
tenantable state and in proper repair and condition (fair wear and tear
excepted) at all times during the said term to the satisfaction of the
Landlord and in accordance with all ordinances, regulations, by-laws,
rules and requirements of any governmental or other competent authority.
(7) Cleaning of Drains
To pay on demand to the Landlord the cost incurred by the Landlord in
cleaning and clearing any of the drains pipes or sanitary or plumbing
apparatus choked or stopped up during the said term.
(8) Indemnity against Loss/Damage from Interior Defects
To be wholly responsible for any loss damage or injury caused to any
person whomsoever directly or indirectly through the defective or damaged
condition of any part of the interior of the Premises or any fixtures or
fittings therein for the repair of which the Tenant is responsible
hereunder or in any way owing to the spread of fire or smoke or the
overflow of water from the Premises or any part thereof or through the act
default or neglect of the Tenant his servants agents licensees or visitors
and to make good the same by payment or otherwise and to indemnify the
Landlord against all costs claims demands actions and legal proceedings
whatsoever made upon the Landlord by any person in respect of any such
loss damage or injury and all costs and expenses incidental thereto. and
to effect adequate insurance cover in respect of such risks with an
insurance company. The Tenant hereby further undertakes to produce to the
Landlord as and when required by the Landlord such policy of insurance
together with a receipt for the last payment of premium and a certificate
from the insurance company that the policy is fully paid up and in all
respects valid and subsisting.
(9) Protection from Typhoon
To take all reasonable precautions to protect the interior of the
Premises from flood, storm or typhoon damage.
(10) Landlord to Enter and View
To permit the Landlord its agents and all persons authorised by it with or
without workmen or others and with or without appliances at all reasonable
times to enter upon the Premises to view the condition thereof and upon
prior reasonable notice to the Tenant to take inventories of the fixtures
and fittings and the Furniture therein and to carry out any work or repair
required to be done provided that in the event of an
-4-
emergency the Landlord its servants or agents may enter without notice
and forcibly if necessary.
(11) Repair on Receipt of Notice
To make good all defects and wants of repair to the Premises and the
Furniture for which the Tenant may be liable within fourteen days from the
receipt of notice from the Landlord to repair and make good the same, and
if the Tenant shall fail to execute such works or repairs as
aforementioned to permit the Landlord to enter upon the Premises and
execute the same and the cost thereof shall be a debt due from the Tenant
to the Landlord and be recoverable forthwith by action.
(12) Inform Landlord of Damage
To give notice to the Landlord of any damage that may be suffered to the
Premises and the Furniture and of any accident to or defects in the water
and gas pipes (if any) electrical wiring or fitting, fittings fixtures or
other facilities provided by the Landlord which may be known to the
Tenant.
(13) Cleaning and Cleaning Contractors
To keep the Premises including inside of all windows and lights at all
times in a clean and sanitary state and condition, and for the better
observance hereof the Tenant shall only employ as cleaners of the Premises
such persons or firms as may be approved by the Landlord. Such cleaners
shall be employed at the expense of the Tenant.
(14) Refuse and Garbage Removal
To be responsible for the removal of refuse and garbage from the Premises
to such location as shall be specified by the Landlord from time to time
and to use only that type of refuse container as is specified by the
Landlord or the management company of the Building (hereinafter
collectively called "the Manager") from time to time. In the event of the
Manager providing a collection service for refuse and garbage the same
shall be used by the Tenant to the exclusion of any other similar service
and the use of such service provided by the Manager shall be at the sole
cost of the Tenant.
(15) Service Lifts and Entrances
To load and unload goods only at such times through such entrances and by
such service lifts (if any) as shall be designated by the Manager for the
purpose from time to time.
(16) Directory Boards
-5-
To pay the Manager immediately upon demand the cost of affixing repairing
or replacing as necessary the Tenant's name in lettering to the directory
boards (if any) exhibited on the ground floor entrance lobby of the
Building, which shall be restricted to the name of the Tenant and limited
to one name only.
(17) Contractors Employees Invitees and Licensees
To be liable for any act default negligence or omission of the Tenant's
contractors, employees invitees or licensees as if it were the act default
negligence or omission of the Tenant and to indemnify the Landlord against
all costs claims demands expenses or liability to any third party in
connection therewith.
(18) Regulations
To obey and comply with such Regulations as may from time to time be made
or adopted by the Landlord in accordance with Section X hereof.
(19) Yield Up Premises and Reinstatement
To yield up the Premises and the Furniture with all fixtures fittings and
additions therein and thereto at the expiration or sooner determination of
this Agreement in good clean and tenantable repair and condition (fair
wear and tear excepted) in accordance with the stipulations hereinbefore
contained Provided That where the Tenant has made any alterations or
installed any fixtures or additions to the Premises with or without the
Landlord's written consent the Landlord may at its discretion require the
Tenant at the Tenant's expense to reinstate or remove such alterations
fixtures or additions or any part or portion thereof and make good and
repair in a proper and workmanlike manner any damage to the Premises and
the Landlord's fixtures and fittings therein as a result thereof before
delivering up the Premises to the Landlord.
SECTION IV
LANDLORD'S OBLIGATIONS
The Landlord agrees with the Tenant as follows:-
(1) Quiet Enjoyment
To permit the Tenant duly paying the rent and 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 Premises during the
-6-
said term without any interruption by the Landlord or any person lawfully
claiming under or through or in trust for the Landlord.
(2) Crown Rent
To pay the Crown Rent and Property Tax attributable to or payable in
respect of the Premises.
(3) External Parts
To keep the external parts of the Premises in good and tenantable repair
and condition at the expense of the Landlord.
(4) Main Structure
To repair and keep the main structure of the Building and every part of
such main structure in proper and tenantable repair and condition as is
reasonable for the continued occupation of the Premises by the Tenant when
the Landlord receives notices from a competent authority requiring the
Landlord to do so PROVIDED that the Landlord's liability hereunder shall
not be deemed to have arisen unless and until written notice of any want
of repair of the same shall have been previously given by the Tenant to
the Landlord and the Landlord shall have failed to take steps to repair
the same after the lapse of a reasonable time.
SECTION V
RESTRICTIONS AND PROHIBITIONS
The Tenant hereby agrees with the Landlord as follows:-
(1) User
To use the Premises only for the purpose as set forth in Part V of the
First Schedule hereto.
(2) Installation and Alterations
(a) Not without the previous written consent and approval of the
Landlord and the relevant authorities to erect install or alter any
fixtures partitioning or other erection or installation in the
Premises or to make suffer or permit to be made any alterations or
additions to the electrical wiring installation air condition
ducting (if any) and lighting fixtures or any part thereof nor
without the like consent to install or permit or suffer to be
installed any equipment apparatus
-7-
or machinery including any safe which imposes a weight on any part
of the flooring in excess of that for which it was designed. The
Landlord shall be entitled to prescribe the maximum weight and
permitted location of safes and other heavy equipment and to require
that the same stand on supports of such dimensions and material to
distribute the weight as the Landlord may deem necessary.
(b) In the event of the Tenant wishing to install private
air-conditioning units in the Premises or any part thereof with the
prior written consent of the Landlord the Tenant shall comply with
the directions and instructions of the Landlord regarding
installation and shall at its own expense be responsible for their
periodic inspection maintenance and repair and for the replacement
of defective wiring and the Tenant shall be strictly liable for any
damage caused by the installation operation or removal of such units
Provided further that in the event of undue noise vibration or heat
being caused or generated by any air conditioning units installed
hereunder the Landlord may require the Tenant to remove or replace
such installations forthwith and to make good any loss or damage to
the Premises or neighbouring premises caused thereby.
(c) In carrying out any approved work hereunder the Tenant its servants
agents contractors and workmen shall obey and comply with all
instructions and directions which may be given by the Landlord or
other authorised representatives in connection with the carrying out
of such work.
(d) Any fees or expenses incurred by the Landlord in connection with the
giving of consents hereunder shall be borne by the Tenant.
(3) Injury to Main Walls, etc.
Not without the previous written consent of the Landlord to cut maim or
injure or permit or suffer to be cut maimed or injured any doors windows
walls beams structural members or any part of the fabric of the Premises
nor any of the plumbing or sanitary apparatus or installations included
therein.
(4) Alteration to Exterior
Save as provided in Section V Clause (7) hereof not to affix anything or
paint or make any alteration whatsoever to the exterior of the Premises.
(5) Locks
Not without the consent previously obtained of the Landlord to install
additional locks bolts or other fittings to the entrance doors or roller
shutters or grille gate to the Premises or in any way to change or alter
those already installed and in the event that
-8-
consent is given under this Clause to immediately deposit with the
Landlord keys to all such additional locks bolts or other fittings as may
be approved for installation.
(6) Noise
Not to cause or produce or suffer or permit to be reproduced on or in the
Premises any sound or noise (including sound produced by broadcasting from
rediffusion, television, radio and any apparatus or instrument capable on
producing or reproducing music and sound) or other acts or things in or on
the Premises which is or are or may be a nuisance or annoyance to the
tenants or occupiers of adjacent or neighbouring premises.
(7) Signs
Not to exhibit or display within or on the exterior of the Premises any
writing sign signboard or other device whether illuminated or not which
may be visible from outside the Premises nor to affix any writing sign
signboard or other device in at or above any common area lobby landing or
corridor of the Building. Provided that the Tenant shall at its own
expense be entitled to have its name affixed in lettering and/or
characters to a design and standard of workmanship approved by the
Landlord on a signboard to be displayed outside the Premises. If the
Tenant carries on business under a name other than its own name he shall
be entitled to have that name displayed as aforesaid but the Tenant shall
not be entitled to change the business name without the previous written
consent of the Landlord and without prejudice to the foregoing the
Landlord may in connection with any application for consent under this
Clause require the Tenant to produce such evidence as it may think fit to
show that no breach of Section V clause (19) has taken place or is about
to take place.
(8) Auction and Sales
Not to conduct or permit any auction close down or similar sale of things
or properties of any kind to take place on the Premises Provided that this
provision shall not preclude the conduct of genuine periodic seasonal or
promotional sales.
(9) Illegal Use
Not to use or cause permit or suffer to be used any part of the Premises
for gambling or for any illegal immoral or improper purposes or in any way
so as to cause nuisance annoyance inconvenience or damage or danger to the
tenants or occupiers of adjacent or neighbouring premises or to carry on
or commit or permit to be carried on or committed in the Premises any
offensive trade or occupation.
(10) Touting
-9-
Not to permit any touting or soliciting for business or the distributing
of any pamphlets notice or advertising matter outside the Premises or
anywhere within the Building by way of the Tenant's servants agents or
licensees.
(11) Sleeping or Domestic Use
Not to use the Premises or any part thereof as sleeping quarters or as
domestic premises within the meaning of any ordinance for the time being
in force or to allow any person to remain on the Premises overnight.
(12) Plant, Machinery and Goods
Not to install any plant or machinery in the Premises without having first
obtained the written approval of the Landlord nor to keep or store or
cause or permit or suffer to be kept or stored any hazardous or dangerous
goods within the meaning of the any ordinance and the regulations
thereunder or any statutory modification or re-enactment thereof.
(13) Obstructions in Passages
Not to place or leave or suffer or permit to be placed or left by any
contractor employee invitee or licensee of the Tenant any boxes furniture
articles or rubbish in the entrance or any of the staircases passages or
landings of the Building used in common with other tenants or occupiers of
other premises of the Building not in the exclusive occupation of the
Tenant or otherwise encumber the same.
(14) Parking and Loading
Not to park in obstruct or otherwise use nor permit to be parked in
obstructed or otherwise used by any employee agent or licensee of the
Tenant those areas of the Building allocated to parking the movement of or
access for vehicles or designated as loading/unloading areas other than in
accordance with the Regulations made from time to time by the Manager.
(15) Goods and Merchandise Outside the Premises
Not to place expose or leave or permit to be placed exposed or left for
display sale or otherwise any goods or merchandise whatsoever upon or over
the ground outside the Premises.
(16) Pets and Infestation
Not to keep or permit or suffer to be kept any animals or pets inside the
Premises and to take all such steps and precautions to the satisfaction of
the Landlord to prevent the
-10-
Premises or any part thereof from becoming infested by termites rats mice
cockroaches or any other pests or vermin and for the better observance
hereof the Landlord may require the Tenant to employ at the Tenant's
expense such pest extermination contractors as the Landlord may nominate
and at such intervals as the Landlord may direct.
(17) Subletting, Assigning
Not to assign underlet or otherwise part with the possession of the
Premises or any part thereof in any way whether by way of sub-letting
lending sharing or other means whereby any person or persons not a party
to this Agreement obtains the use or possession of the 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
subletting sharing assignment or parting with the possession of the
Premises (whether for monetary consideration or not) this Agreement shall
absolutely determine and the Tenant shall forthwith vacate the Premises on
notice to that effect from the Landlord. The Tenancy shall be personal to
the Tenant named in the First Schedule to 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 or the bankruptcy death insanity disability or
retirement of an existing partner.
(ii) In the case of a Tenant who is an individual (including a sole
surviving partner of a partnership) the bankruptcy death insanity or
disability of that individual to the intent that no right to use
possess occupy or enjoy the 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 the case of a Tenant which is a corporation any take-over
reconstruction amalgamation merger liquidation or change in the
person or persons who owns or own a majority of its voting shares or
who otherwise has to have effective control thereof.
(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 possess
occupy or enjoy the 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.
-11-
(18) Breach of Crown Lease, etc.
Not to cause suffer or permit any contravention of the provisions of the
Crown Lease(s), Deed(s) of Mutual Covenant or Deed(s) of Covenant and/or
Sub-Deed(s) of Mutual Covenant or Sub-Deed(s) of Covenant and the
Management Agreement(s) (if any and whether incorporated therein or
otherwise) or other deeds of a like nature including but not limited to
the House Rules and Regulations for the time being relating to the
Premises under which the Landlord holds the Premises and to indemnify the
Landlord against any such breach.
(19) Breach of Insurance Policy
Not to cause or suffer or permit to be done any act or thing whereby the
policy or policies of insurance on the Premises against loss or damage by
fire or liability to third parties for the time being subsisting may
become void or voidable or whereby the rate of premium or premiums thereon
may be increased, and to repay to the Landlord on demand all sums paid by
the Landlord by way of increased premium or premiums thereon and all
expenses incurred by the Landlord in and about any renewal of such policy
or policies arising from or rendered necessary by a breach of this Clause.
SECTION VI
EXCLUSIONS
IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that the Landlord shall not
in any circumstances be liable to the Tenant or any other person whomsoever:-
(1) Lifts, Air-conditioning, Utilities
In respect of any loss or damage to person or property sustained by the
Tenant or any other person caused by or through or in any way owing to any
defect in or breakdown of the lifts and air-conditioning system, electric
power and water supplies, or any other service provided in the Building,
or
(2) Fire and Overflow of Water
In respect of any loss or damage to person or property sustained by the
Tenant or any other person caused by or through or in any way owing to the
escape of fumes smoke fire or any other substance or thing or the overflow
of water from anywhere within the Building, or
(3) Security
-12-
For the security or safekeeping of the Premises or any contents therein
and in particular but without prejudice to the generality of the foregoing
the provision by the Landlord of watchmen and caretakers shall not create
any obligation on the part of the Landlord as to the security of the
Premises or any contents therein and the responsibility for the safety of
the Premises and the contents thereof shall at all times rest with the
Tenant, nor shall the rent and other charges hereinbefore mentioned or any
part thereof ▇▇▇▇▇ or cease to be payable on account of any of the
foregoing.
SECTION VII
ABATEMENT OF RENT
If the Premises or the Building or any part thereof shall at any time during the
tenancy be destroyed or damaged or become inaccessible owing to fire water storm
typhoon defective construction white ants earthquake subsidence of the ground or
any calamity beyond the control of the Landlord and not attributable to the
negligence or fault of the Tenant so as to render the Premises unfit for use or
inaccessible and the policy or policies of insurance effected by the Landlord
shall not have been vitiated or payment of the policy moneys refused in whole or
in part in consequence of any act or default of the Tenant or if at any time
during the continuance of this tenancy the Premises or the Building shall be
condemned as a dangerous structure or a demolition order or closing order shall
become operative in respect of the Premises or the Building then the rent hereby
reserved or a fair proportion thereof according to the nature and extent of the
damage sustained or order made shall after the expiration of the then current
month be suspended until the Premises or Building shall again be rendered
accessible and fit for use Provided that should the Premises or the Building not
have been reinstated in the meantime either the Landlord or the Tenant may at
any time after three months from the occurrence of such damage or destruction or
order give to the other of them one (1) month's notice in writing to determine
this present tenancy and thereupon the same and everything herein contained
shall cease and be void as from the date of the occurrence of such destruction
or damage or order or of the Premises becoming inaccessible or unfit for use but
without prejudice to the rights and remedies of either party against the other
in respect of any antecedent claim or breach of the agreements stipulations
terms and conditions herein contained or of the Landlord in respect of the rent
payable hereunder prior to the coming into effect of the suspension.
SECTION VIII
DEFAULT
It is hereby expressly agreed and declared as follows:-
(1) Default
-13-
If the rent and/or the management fees payable hereunder or any part
thereof shall be in arrear for fifteen (15) days after the same shall have
become payable (whether formally demanded or not) or if the Tenant shall
persistently delay in paying the rent and/or the management fee or if
there shall be any breach or non-performance of any of the stipulations
conditions or agreements herein contained and on its part to be observed
or performed or if the Tenant shall become bankrupt or being a corporation
go into liquidation (save for the purposes of amalgamation or
reconstruction) or if the Tenant shall suffer execution to be levied upon
the Premises or otherwise on the Tenant's goods then and in any such case
it shall be lawful for the Landlord at any time thereafter to re-enter on
and upon the Premises or any part thereof in the name of the whole and
thereupon this Agreement shall absolutely determine but without prejudice
to any right of action by the Landlord in respect of any outstanding
breach or non-observance or non-performance by the Tenant of any of the
terms of this Agreement AND the deposit paid under SECTION IX Clause (1)
shall be forfeited to the Landlord but without prejudice to the Landlord's
right to claim any further damages which the Landlord shall have sustained
or may sustain. All costs and expenses incurred by the Landlord in
demanding payment of the rent and other charges aforesaid (if the Landlord
elects to demand) arising out of this clause shall be paid by the Tenant
and shall be recoverable from the Tenant as a debt or be deductible by the
Landlord from any deposit held by the Landlord hereunder.
(2) Interest
Notwithstanding anything hereinbefore contained in the event of default in
payment of the rent and the management fee for a period of fifteen (15)
days from 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 2% per month calculated from the date on which the
same becomes due for payment 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.
(3) Acceptance of Rent
The acceptance of any rent by the Landlord hereunder shall not be deemed
to operate as a waiver by the Landlord of any right 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) Acts of Employees Invitees and Licensees
-14-
For the purpose of these presents any act default neglect or omission of
any guest visitor servant contractor employee agent invitee or licensee of
the Tenant shall be deemed to be the act default neglect or omission of
the Tenant.
(5) Distraint
For the purposes of Part III of the Landlord and Tenant (Consolidation)
Ordinance (Chapter 7)) and of these presents, the rent payable in respect
of the Premises shall be and be deemed to be in arrear if not paid in
advance at the time and in the manner hereinbefore provided for payment
thereof.
SECTION IX
DEPOSIT
(1) Deposit
The Tenant shall on the signing hereof and at such other times (if any)
during the term of tenancy hereby created as are specified in Part III of
the First Schedule hereto deposit with the Landlord the sum or sums
specified in Part IV of the First Schedule subject to reasonable increases
Provided Always that the said deposit shall be equivalent to 3 times the
amount of the monthly rental as security for the due payment of all sums
of money payable hereunder and the due performance and observance by the
Tenant of the terms and conditions on his part to be performed and
observed herein contained and on the part of the Tenant to be observed and
performed which said deposit shall be held by the Landlord throughout the
currency of this Agreement free of any interest to the Tenant with the
right for the Landlord (without prejudice to any other right of remedy
hereunder) to deduct therefrom the amount of any rent rates and other
charges payable hereunder and any costs expenses loss or damage sustained
by the Landlord as the result of any non-observance or non-performance by
the Tenant of any of the said agreements, stipulations obligations or
conditions. In the event of any deduction being made by the Landlord from
the said deposit in accordance herewith during the currency of this
Agreement the Tenant shall forthwith on demand by the Landlord make a
further deposit equal to the amount so deducted and failure by the Tenant
so to do shall entitle the Landlord forthwith to re-enter upon the
Premises and to determine this Agreement as hereinbefore provided but
without prejudice to any right of action by the Landlord in respect of any
aforementioned outstanding breach or non-observance or non-performance by
the Tenant.
(2) Repayment of Deposit
Subject as aforesaid the said deposit shall be refunded to the Tenant by
the Landlord without interest within thirty (30) days after the expiration
or sooner determination of
-15-
this Agreement and delivery of vacant possession to the Landlord and after
settlement of the last outstanding claim by the Landlord against the
Tenant for any arrears of rent rates and other charges and for any breach
non-observance or non-performance of any of the agreements stipulations
terms and conditions herein contained and on the part of the Tenant to be
observed or performed whichever shall be the later.
(3) Assignment of the Premises
If the Landlord assigns the Premises to a third party (hereinafter called
"the Purchaser"), the Landlord may upon completion of the said Assignment
at any time thereafter transfer to the Purchaser the said deposit or any
part thereof less any deduction which may be made by the Landlord pursuant
to the terms of this Agreement in that event the Tenant shall within 14
days upon request by the Landlord at its own costs and expenses execute a
novation agreement and/or such other documents of a similar nature for the
purpose of transferring the said deposit and releasing the Landlord's
liability in relation to the refund of the said deposit to the Tenant with
the Landlord and/or the Purchaser in a form to be prescribed by the
Landlord. The Landlord hereby expressly excepts and reserves unto itself
the right, after as well as before the assignment of the Premises, to
claim from the Tenant all arrears of rent and other moneys due and owing
under this Agreement and all damages in respect of any breach of this
Agreement. In the event where the Tenant fails or shall fail to execute a
novation agreement and/or other documents of a similar nature as aforesaid
for any reason whatsoever, the Tenant shall be deemed to have consented to
the transfer of the said deposit or any part thereof and to have released
the Landlord's liability in relation to the refund of the said deposit or
any part thereof.
SECTION X
REGULATIONS
(1) Introduction of Regulations
The Landlord shall be entitled from time to time and by notice in writing
to the Tenant to make introduce and subsequently amend adopt or abolish if
necessary such Regulations as it may consider necessary for the proper
operation and maintenance of the Building.
(2) Conflict
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 this Agreement the terms and conditions of this Agreement shall
prevail.
-16-
SECTION XI
INTERPRETATION AND MISCELLANEOUS
(1) Marginal Notes, Headings and Index
The Marginal Notes, Headings and Index are intended for guidance only and
do not form a 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.
(2) Condonation not a Waiver
No condoning, excusing or overlooking by the Landlord of any default,
breach or non-observance or non-performance by the Tenant at any time or
times of any of the agreements stipulations terms and conditions herein
contained shall operate as a waiver of the Landlord's rights hereunder in
respect of any continuing or subsequent default, breach or non-observance
or non-performance or so as to defeat or affect in any way the rights and
remedies of the Landlord hereunder 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 omitted by the Landlord,
unless expressed in writing and signed by the Landlord. Any consent given
by the Landlord shall operate as a consent only for the particular matter
to which it relates and shall in no way be considered as a waiver or
release of any of the provisions hereof nor shall it be construed as
dispensing with the necessity of obtaining the specific written consent of
the Landlord in the future, unless expressly so provided.
(3) Letting Notices
Notwithstanding anything herein contained, during the three months
immediately before the expiration or sooner determination of the said term
of tenancy the Tenant shall permit all persons having written authority
from the Landlord or the Landlord's agent to enter and view the Premises
and every part thereof at all reasonable times and the Landlord shall
during such period be at liberty to affix and maintain without
interference upon any external part of the Premises a notice stating that
the Premises are to be let and such other information in connection
therewith as the Landlord shall reasonably require.
(4) Service of Notice
Any notice required to be served on the Tenant shall be deemed to have
been validly served if delivered to or despatched by ordinary or
registered post or left at the
-17-
Premises or at the last known address of the Tenant. A notice sent by
ordinary or registered post shall be deemed to be given at the time and
date of posting.
(5) Name of Building
The Landlord reserves the right at any time and from time to time to
change, alter, substitute or abandon the name of the Building at his sole
discretion with any such name or style as it may determine provided that
the Landlord shall have given the Tenant reasonable notice of its
intention so to do and in respect thereof the Landlord shall not be liable
in damages to the Tenant or be made a party to any other proceedings or
for costs or expenses of whatsoever nature incurred by the Tenant as a
result of such change.
(6) Gender
In this Agreement if the context permits or requires words importing the
singular number shall include the plural number and vice versa and words
importing the masculine feminine or neuter gender, shall include the other
of them.
(7) Stamp Duty and Costs
Each party shall bear its own costs of the preparation of this Agreement
and its counterpart and the stamp duty thereon and the registration fee
(if any) of the Urban Land Registry or the relevant New Territories Land
Registry as the case may be shall be borne by the Landlord and the Tenant
in equal shares.
(8) Management Agreement
The Tenant shall observe and comply with the provisions of the Management
Agreement relating to the Building and shall indemnify the Landlord
against the breach non-observance or non-performance thereof.
(9) No premium paid
The Tenant hereby declares that he has not paid any premium construction
money or other consideration for the tenancy.
-18-
SECTION XII
OPTION TO RENEW
If the Tenant shall be desirous of taking a tenancy of the Premises for a
further term of ONE (1) YEAR from the expiration of the said term hereby granted
at the rent and on the terms and conditions hereinafter mentioned, it shall not
less than seven (7) months before the expiration of the said term hereby granted
give to the Landlord notice in writing of such its desire and if it shall have
paid the rent hereby reserved and shall have performed and observed the
stipulations conditions or agreements herein contained and on its part to be
observed or performed up to the termination of the tenancy hereby created then
the Landlord will let the Premises to the Tenant for the said further term of
ONE (1) YEAR from the expiration of the said term hereby granted at the rental
to be agreed by the parties within three (3) months from the expiration of this
tenancy failing which at the prevailing market rent to be determined by a
chartered survey or to be appointed by the Chairman of The Hong Kong Institution
of Chartered Surveyors at the material time. The prevailing market rent shall be
binding and conclusive. The chartered surveyor shall be deemed to act as an
expert and not as an arbitrator in any determination made by him hereunder and
his determination shall be conclusive and binding on all concerned. All the
costs and expenses incurred in determining the prevailing market rent shall be
borne and paid by the parties hereto in equal share. *In that event the parties
shall execute another tenancy agreement that contains the same stipulations
conditions or agreements as are herein contained except this Clause for renewal
and the Tenant shall bear the whole costs of the preparation of the said another
tenancy agreement and its counterpart and the stamp duty thereon and the
registration fee (if any) of the Urban Land Registry or the relevant New
Territories Land Registry as the case may be shall be wholly borne by the
Tenant.
SECTION XIII
RENT FREE PERIOD
The Tenant shall be granted a rent free period from the 26th day of April 1997
to the 31st day of May 1997 but subject to the observance of the following terms
and conditions by the Tenant during the period of occupation of the Premises:-
(1) That the Tenant shall not use the Premises for any purpose other than for
the purpose of decorating the Premises; and
(2) That the Tenant shall pay all rates, charges for electricity gas water
air-conditioning (if any) and all other charges maintenance or management
fees and outgoings in connection with the Premises as and from the 26th
day of April 1997.
-19-
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
Landlord : EURO TECH (FAR EAST) LIMITED (Chinese translation omitted)
whose registered office is situated at 18th Floor, ▇▇▇ ▇▇▇▇▇
Hong Centre, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇.
Tenant : HUMAN INSURANCE BROKERS COMPANY LIMITED (Chinese translation
omitted) whose registered office is situated at 17th Floor,
Concord Commercial Building, ▇▇. ▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇.
PART II
Premises : Office 2 on ▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇.
PART III
Term : TWO (2) YEARS commencing on the 26th day of April 1997 and
expiring on the 25th day of April 1999.
PART IV
Deposit : HONG KONG DOLLARS FIFTY-ONE THOUSAND NINE HUNDRED ONLY
(HK$51,900.00).
PART V
User : The Premises shall be used by the Tenant for office use only.
-20-
THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
PARTICULARS OF RENT
HONG KONG DOLLARS SEVENTEEN THOUSAND THREE HUNDRED ONLY (HK$17,300.00) per
calendar month payable as from the 1st day of June 1997.
PART II
PARTICULARS OF OTHER CHARGES
The management fees shall be subject to review and shall be HONG KONG DOLLARS
THREE THOUSAND ONE HUNDRED AND SEVENTY ONLY (HK$3,170.00) per calendar month
payable as from the 26th day of April 1997.
-21-
THE THIRD SCHEDULE ABOVE REFERRED TO
2 split-typed air-conditioners
-22-
AS WITNESS the hands of the parties hereto the day and year first
above written.
SIGNED by the Landlord by ) For and on behalf of
Mr. Au ▇▇▇▇ ▇▇▇, a director ) EURO TECH (FAR EAST) LTD
) (Chinese translation omitted)
)
)
) /s/ [Illegible]
) ---------------------------------
in the presence of:- ) Authorized Signature
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇
Solicitor, Hong Kong
SIGNED by the Tenant by ) For and on behalf of
▇▇. ▇▇▇▇ Mo Kee, ) HUMAN INSURANCE BROKERS CO., LTD.
an Accounts Manager ) (Chinese translation omitted)
)
)
) /s/ [Illegible]
) ---------------------------------
in the presence of:- ) Authorized Signature
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇
Solicitor
Hong Kong
-23-
RECEIVED the day and year first above )
written of and from the Tenant the sum )
of HONG KONG DOLLARS FIFTY )
ONE THOUSAND NINE HUNDRED )
ONLY being the deposit money above )
expressed to be paid by the Tenant to the )HK$51,900.00
Landlord. )============
For and on behalf of
EURO TECH (FAR EAST) LTD
(Chinese translation omitted)
/s/ [Illegible]
---------------------------------
Authorized Signature
-------------------------------------
The Landlord
Witness:-
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇
Solicitor
Hong Kong
-24-