THIS LEASE made this 2nd day of May, One thousand nine hundred and ninety
seven BETWEEN XXX THEATRE REALTY LIMITED whose registered office is situate
at 23rd Floor Xxxxxxxx Centre, 00 Xxx Xxxx Xxxx, Xxxxxxxx Xxx, Xxxx Xxxx
(hereinafter with its successors and assigns where the context so admits
called "the Landlord") of the one part and PHYSICAL HEALTH CENTRE HONG KONG
LIMITED whose registered office is situate at 00xx Xxxxx, Xxxxxxxx Xxx Xxxxx
1, 000 Xxxxxxxx Xxxx, Xxxxxxxx Xxx, Xxxx, Xxxx (hereinafter called "the
Tenant") of the other part
NOW THIS DEED WITNESSETH as follows:-
1. The Landlord shall let and the Tenant shall take All That portion of
the messuage and premises erected on all that / those piece(s) or parcel(s)
of land registered in the Land Registry as Inland Lot No 1452 and the
Remaining Portion of Inland Lot No 472 & 476 known at the date hereof as XXX
THEATRE PLAZA (hereinafter referred to as "the Building") which said portion
consists of Shop A on 11th Floor, Whole of 00xx Xxxxx, 00xx Xxxxx and 15th
Floor Xxx Theatre Plaza, 00 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxx, Xxxx Xxxx as
shown on the plan annexed hereto and thereon coloured red (hereinafter
referred to as "the Premises"). Together also with the use of the entrances
staircases landings and passages (so far as the same are necessary to the
enjoyment of the Premises) in common with the Landlord and any other tenant
or tenants of the Building And together also with the use in common with
others of the lifts escalators (if any) and central air-
1
conditioning services wherever the same shall be operating excepting and
reserving unto the Landlord the rights set out in the Schedule hereto for a
term of six years commencing on the 1st day of March 1997 (hereinafter
referred to as "the Term") paying therefor unto the Landlord
(a)(i) for the first three years of the Term (i.e. from 1st March 1997
to 29th February 2000, both dates inclusive) the calendar monthly rent of
HONG KONG DOLLARS NINE HUNDRED FORTY THREE THOUSAND FIVE HUNDRED AND THIRTY
SIX ONLY (HK$943,536.OO) and;
(ii) for the remaining three years of the Term (i.e. from 1st March
2000 to 28th February 2003, both dates inclusive) the calendar monthly rent
shall be revised to the then prevailing market rent having regarding to
prevailing market rentals of similar promises in the same locality, such
rent to be mutually agreed between the parties or failing agreement shall be
determined by a single surveyor acting as expert and not as all arbitrator
nominated by the chairman for the time being of the Royal Institution of
Chartered Surveyors (Hong Kong Branch) on the application of either party
(and such surveyor shall receive and, if considered desirable, hear the
representations made by or on behalf of either or both parties) and such
surveyor's decision shall be final and binding on the parties. The costs
involved in such determination shall be borne by the parties in equal
shares.
The above rents are all exclusive of rates and operating changes
(hereinafter referred to as "the Rent").
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(b) the calendar monthly charge of HONG KONG DOLLARS TWO HUNDRED SEVEN
THOUSAND TWO HUNDRED AND NINETY TWO ONLY (HK$207,292.00) for the provision
of the maintenance and management of the Building, including the provision
of the central air-conditioning supply but excluding any maintenance which
is the obligation of the Tenant under this Agreement or of any other tenant
or occupier of any other part of the Building under any contract between the
Landlord and such tenant or occupier (hereinafter referred to as "the
Operating Changes") Provided that the Rent shall not be charged by the
Landlord for the purposes of fitting out for the period from 1st March 1997
to 31st May 1997 both dates inclusive. The parties hereto agree that the
Operating Charges shall be subject to increase at any time during the
continuance of the Term hereby created upon the Landlord giving to the
Tenant not less than one (1) calendar month's notice in writing of such
increase and upon the expiration of the said period of one month the
Operating Charges shall be increased by the amount specified in the
Landlord's notice. There shall be no restriction on the number of occasions
upon which the Landlord may call for an increase in the Operating Charges.
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD as follows:-
(a) To pay the Rent for the Premises and the Operating Charges
monthly in advance to the Landlord in Hong Kong Currency on the first day of
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every calendar month during the Term such payment to be effected in such
manner as shall from time to time be designated by the Landlord. THE TENANT
SHALL PAY TO THE LANDLORD THE RENT THE OPERATING CHARGES and all other sums
due hereunder (if any) upon the Term at the times and in the manner herein
provided without any deduction on account of any set-off or claim which the
Tenant may have against the Landlord or otherwise and if the Tenant shall
fail to pay any of the Rent or the Operating Charges or such other sums due
hereunder within fifteen days from the time when the same become due the
Tenant shall pay interest thereon at the rate of twenty per cent per annum
from the date on which the same became due (not fifteen days thereafter) to
the date of the payment thereof and such interest shall be deemed additional
rent hereunder provided that the demand and/or receipt by the Landlord of
interest pursuant to this clause shall be without prejudice to and shall not
affect the right of the Landlord to exercise any other right or remedy
(including the right of re-entry) exercisable under this Lease. All such
interest due on the Rent unpaid under this Lease shall be deemed to be part
of the Rent for the Premises and shall be recoverable by the Landlord
accordingly by distraint or otherwise.
(b) To pay and discharge all rates building maintenance charges (if
any) taxes assessments duties charges impositions and outgoing whatsoever
now or hereafter to be imposed or charged by the Government of Hong Kong the
Manager The Managing Committee of the Building and/or
4
other lawful authority on or in respect of the Premises or upon the owner or
occupier in respect thereof Crown rent and Property Tax alone excepted.
(c) To pay all charges in respect of gas electric light and power
which shall be consumed or supplied on or to the Premises and also to pay a
due proportion of the water rate charged upon the whole of the Building such
proportion to be determined by the Landlord or the surveyor of the Landlord.
(d)(i) The Landlord may from time to time establish such house
rules (hereinafter called the "rules") as it may deem necessary for the
management and control of the Building and may also from time to time alter
amend and/or repeal such rules and this Lease shall be in all respects
subject to such rules which when a copy thereof has been furnished to the
Tenant shall be taken to be part hereof and the Tenant shall obey all such
rules and see that they are faithfully observed by the visitors guests
employees and licensees of the Tenant and such rules shall apply to and be
binding upon all of the tenants of the Building;
(ii) the Landlord shall not be responsible or under any
liability to the Tenant for the non-observance or violation of such rules by
any other tenant of the Building or person.
(e) Not to occupy or use the Premises or permit the same or any
part thereof to be occupied or used for any purpose other than that as a
high
5
class fitness centre trading under the shop name of "PHYSICAL
LADIES' CLUB" only.
(f) To comply with all the requirements or the Government of Hong Kong
or other lawful authorities and with all laws ordinances rules and
regulations with respect to the Premises. To do everything necessary to
obtain continue and renew any licence or registration required by any laws
ordinances rules regulations for using the Premises for the use allowed
including paying all fees. The Tenant shall not do or permit to be done
anything whereby the policy or policies of insurance on the Premises or the
contents thereof against damage by fire or other risks for the time being
subsisting may become void or voidable or whereby the rates of premium
thereon may be increased and shall repay to the Landlord all sums paid by
way of increased premium and all expenses incurred by the Landlord in or
about any renewal of such policy or policies rendered necessary by a breach
of this clause and the Landlord shall have the right to collect the same
from the Tenant when charged to the Landlord as additional rent as referred
to in Clause 2(a).
(g) Not to permit any person to remain in the Premises overnight
without prior written permission from the Landlord. Such permission will
not be given unless the Landlord is satisfied that it is necessary to enable
the Tenant to post a watchman to look after the contents of the Premises.
In no circumstances shall the Premises be used as sleeping quarters or as
domestic Premises within the meaning of the Landlord
6
and Tenant (Consolidation) Ordinance Chapter 7 or any other enactment or
modification thereof for the time being in force.
(h) Not to do or permit to be done any act matter or thing in
contravention of the terms of the Government Lease or Conditions under which
the Landlord holds the Premises and the Tenant shall indemnify the Landlord
against any breach thereof. The Tenant shall observe and shall be
answerable and responsible for ensuring that the servants employees and
licensees of the Tenant observe all the requirements of the Ordinances
(including Orders in Council) and subsidiary legislation (including rules
regulations made thereunder) of the Government of Hong Kong in relation to
the Premises.
(i) Not to assign underlet or otherwise part with the possession of
the Premises or any part thereof either by way of sub-letting lending
sharing or other means whereby any person or persons not a party to this
Lease 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 sub-letting sharing
assigning or parting with the possession of the Premises (whether for
monetary consideration or not) this Lease may at the discretion of the
Landlord be absolutely determined in which event the Tenant shall forthwith
surrender the Premises to the Landlord. The lease hereby granted shall be
personal to the Tenant named in this Lease and without in any way limiting
the generality of the foregoing
7
the following acts and events shall unless previously approved in writing by
the Landlord (which approval the Landlord may give or withhold at its
discretion without assigning any reason therefor) be deemed to be breaches
of this Clause:-
(i) any take-over reconstruction amalgamation merger
voluntary liquidation or change in the person or persons who owns / own a
majority of the Tenant's voting shares or who otherwise has or have
effective control thereof.
(ii) the giving by the Tenant of a Power of Attorney or
similar authority whereby the donee of the Power of Attorney 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.
(iii) the change of the Tenant's business name without the previous
written consent of the Landlord.
(j) To keep all the interior of the Premises including the flooring and
interior plaster or other finishing material or rendering to walls floors
and ceilings and the Landlord's fixtures therein including all doors windows
shopfront glass electrical installations and wiring in good clean tenantable
substantial 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 expense of the Tenant and particularly in the last
year of the Term to paint in a proper and workmanlike manner all the inside
wood iron and other parts
8
heretofore or usually painted of the Premises with two coats of good oil
paint of suitable quality and also with such internal painting to wash stop
whiten distemper grain varnish colour paper and otherwise decorate in a
proper and workmanlike manner all such internal parts of the Premises that
have been or ought properly to be so treated and deliver up the same to the
Landlord at the expiration or sooner determination of the Term in the like
condition replacing and reinstating any part of the Premises damaged or
destroyed by or through or in consequence directly or indirectly of any
negligent act or omission of the Tenant. The Tenant particularly agrees:-
(i) To reimburse to the Landlord the cost of replacing all
broken and damaged windows whether the same be broken or damaged by the
negligence of the Tenant or owing to circumstances beyond the control of the
Tenant.
(ii) To repair or replace if so required by the Hong Kong Electric
Company Limited other Authority as the case may be under the terms of any
Electricity Supply Ordinance for the time being in force or any regulations
made thereunder all the electrical wiring installations and fittings within
the Premises and the wiring from the Tenant's meter or meters to and within
the same.
(iii) To take all reasonable precautions to protect the interior of
the Premises from damage threatened by an approaching storm or typhoons.
9
(iv) To be responsible for all damage or injury to the Premises
the said fixtures fittings installations equipment and appurtenances or to
the Building its apparatus or services which may be caused by the
carelessness omission neglect improper use or conduct of or any cause
attributable to the Tenant the servants employees agents or invitees of the
Tenant including without in any way limiting the foregoing damage caused by
the Tenant in moving property or equipment in or out of the Building or the
Premises and such damage shall be repaired restored remedied or replaced
promptly on the same being sustained at the sole cost and expense of the
Tenant to the satisfaction of the Landlord by contractors and workmen
employed or approved by the Landlord.
(k)(i) To keep the Premises open for business every day
throughout the year between 10:00 a.m. and 10:00 p.m. daily (hereinafter
referred to as "the normal business hours") and without prejudice to any
other rights which the Landlord may have, any suspension of the Tenant's
business for a period of more than 7 consecutive days within any one
calendar year without the prior consent of the Landlord shall constitute a
material breach of this provision entitling the Landlord to determine this
Lease and to re-enter and regain possession of the Premises.
10
(ii) To provide the shopfront window with lighting during
the normal
business hours throughout the Term without suspension of such even when the
Premises are not open for business.
(l) The Landlord shall not in any circumstances be under any
liability whatsoever to the Tenant or to any other person whomsoever in
respect of any damage sustained by the Tenant or such other person aforesaid
caused by the negligence of any other tenant of the Building or caused by or
through or in any way owing to the leakage or overflow of water or the
escape of fumes smoke or fire or any other substance or thing from any
premises situate in the Building or caused by or through or in any way owing
to any defect in or breakdown of the lifts fire fighting and security
services equipment air-conditioning plant and other facilities of and in the
Building. The Tenant shall fully indemnify the Landlord against all claims
demands actions and legal proceedings whatsoever made upon the Landlord in
respect of any loss damage or injury to any person whomsoever or to any
property whatsoever caused by the act default or negligence of the Tenant or
by or through or in any way owing to the leakage or overflow of water or the
escape of fumes smoke or fire or other substance or thing of whatsoever
origin from the Premises or directly or indirectly through the defective or
damaged condition or operation of any part of the interior of the Premises
or any fixtures fittings wiring or piping or any plant or machinery therein.
11
(m) The Landlord shall not in any circumstances be liable for any injury
or damage to persons or property resulting from fire explosion falling
plaster steam gas electricity water rain or leaks from any part of the
Building or from pipes appliances or plumbing works or from the roof street
or subsurface or from any other place or by dampness or by any other cause
of whatsoever nature nor shall the Landlord be liable for any such damage
caused by other tenants or persons in the Building or by Building or other
operations in the neighbourhood.
(n) To be wholly responsible for any loss damage or injury caused
to any person whomsoever or to any property whatsoever directly or
indirectly through the defective or damaged condition of any part of the
interior of the Premises or through the operation of any fixtures fittings
wiring or piping or any plant or machinery therein and to make good the same
by payment or otherwise and to indemnify the Landlord against all claims
demands actions and legal proceedings whatsoever made upon the Landlord by
any person in respect thereof.
(o)(i) The Tenant shall not without first obtaining the written
consent of the Landlord make or permit to be made any alteration in or
addition to the Premises or to the water gas or steam pipes electrical
installations and wiring or plumbing or other Landlord's fixtures or to
install any plant apparatus or machinery in the Premises or cut maim or
injure or suffer to be cut maimed or injured any doors windows walls
structural members or other fabric thereof or except
l2
as hereinafter authorized remove any additions improvements or fixtures
from the Premises. If any authority of the Government of Hong Kong or other
lawful authorities requires or orders the Premises be altered added to or
modified or that any fixtures or equipment be installed or removed the
Tenant shall
(i.i) give the Landlord promptly a copy of any notification
to that effect;
(i.ii) carry out the work required;
(i.iii) indemnify the Landlord against any claims demands
losses and damages arises from the breach of such request or orders by the
Tenant.
(ii) If the Tenant shall hereafter place in the Premises any
additions improvements or fixtures which can be removed without structural
alterations then the Tenant shall have the right prior to the termination of
this Lease to remove the same at the Tenant's own expense provided:
(ii.i) that the Tenant at the time of such removal shall not
be in default in the payment of the Rent or in the performance of any other
clause provision or condition of this Lease;
(ii.ii) that before any such removal the Tenant shall have
given written notice to the Landlord specifying the additions improvements
or fixtures which the Tenant proposes to remove and specifying in detail the
proposed replacements to be made
13
by the Tenant and shall have obtained the Landlord's written
approval of the replacement specifications and
(ii.iii) that the Tenant shall at the Tenant's own expense
prior to the termination of this Lease replace all articles and materials
removed with others of a kind and quality customary in this type of high
class commercial building and satisfactory to the Landlord and all such
replacements shall be first-class in workmanship materials and finish and as
specified in the notice provided for in paragraph (ii.ii) hereof.
(p) Notwithstanding clause 2(o) above the Tenant shall if so
required by the Landlord remove all additions improvements or fixtures from
the Premises and reinstate the Premises to their original state and
condition to the satisfaction of the Landlord on the expiration or sooner
determination of the Term hereby granted.
(q) On the expiration of the Term hereby granted or upon an earlier
termination of this Lease the Tenant shall surrender to the Landlord
possession of the Premises with all additions improvements and fixtures then
included therein except as hereinabove provided in a good clean and
tenantable repair and condition to the satisfaction of the Landlord.
(r) The Landlord and its agents shall be permitted to visit and
examine the Premises at any reasonable hour of the day and workmen may enter
at any time when authorized by the Landlord or the Landlord's agents to
14
make or facilitate repairs or prevent damage in any part of the Building
and to remove such portions of the walls floors and ceilings of the Premises
as may be required for the purpose of making such repairs or preventing such
damage. If the Tenant shall not be personally present to open and permit an
entry into the Premises at any time when for any reason an entry therein
shall be necessary or permissible hereunder the Landlord or the Landlord's
agents may forcibly or otherwise enter the Premises without rendering the
Landlord or such agents liable to any claim or cause of action for damages
by reason thereof if during such entry the Landlord shall accord reasonable
care to the Tenant's property provided that the right and authority hereby
reserved do not impose nor does the Landlord assume by reason thereof any
responsibility or liability whatsoever for the care or supervision of the
Premises or any of the pipes fixtures appliances or appurtenances therein
contained or therewith in any manner connected except as may be herein
specifically provided. The Tenant shall make good all defects and wants of
repair found to be the liability of the Tenant within the period of fifteen
(15) days from the date of receipt of notice written or verbal from the
Landlord to make good or amend the same.
(s) The Tenant shall waive and shall not avail itself of any
protection against ejectment or otherwise which is or may be afforded by the
Landlord and Tenant (Consolidation) Ordinance (Cap. 7) or by any amendments
thereto or by any similar Ordinance for the protection of
15
tenants in so far as such protection now or at any time may be lawfully
waived and for the purposes of Part III of the said Ordinance rent shall be
deemed to be in arrears if not paid in advance on the due date in accordance
with Clause 2(a) hereof.
(t) To maintain the highest standards of cleanliness and hygiene
and freedom from infection contamination and infestation by any form of pest
which is a health hazard in all parts of the Premises used for the storage
preparation display serving and consumption of food.
(u) To pay on demand to the Landlord all costs incurred by the
Landlord in cleansing and clearing any of the drains choked or stopped up
owing to the negligence of the Tenant or of his visitors guests employees or
licensees.
(v) At all times during the continuance of the Term hereby created
to insure with an insurance company in Hong Kong approved by the Landlord
against fire and claims by third parties in respect of damage or loss to the
Premises however caused or arising out of its use and occupation of the
Premises and to pay all premiums therefor and on demand to produce (and if
so required) deliver up to the Landlord or its agent every such policy of
insurance and the receipt for the last payment of premium AND the Tenant
hereby covenants with the Landlord that the Tenant will fully indemnify the
Landlord and keep the Landlord indemnified against any claims made by third
parties as aforesaid.
16
(w) The Tenant shall not use the Premises for the storage of goods or
merchandise other than in small quantities consistent with the nature of the
Tenant's trade or business by way of samples and exhibits nor to keep or
store or cause or permit to be kept or stored any extra hazardous or
hazardous goods within the meaning of the Dangerous Goods Ordinance or any
enactment replacing the same and the regulations applicable thereto, and in
so far as such Ordinance or its schedules or regulations may be altered this
Clause shall have reference to any alteration thereof.
(x) For the period of six months prior to the expiration of the
Term to permit the Landlord to display on the exterior of the Premises a
sign indicating that the Premises are available for letting and during such
period to permit the Landlord and its representatives to enter the Premises
with prospective tenants at reasonable hours of the day to view and inspect
the same.
(y) Not to permit or suffer any part of the Premises to be used for
the purpose of gambling or for any illegal immoral or improper purpose.
(z) To be responsible for the removal of garbage and refuse from
the Premises. The Tenant shall not dispose of any garbage or rubbish except
in the manner from time to time prescribed by the Landlord and until such
time as such garbage is removed from the Building to keep the same securely
sealed in containers of a design to be approved by the Landlord. In the
event of the Landlord providing a collection service
17
for garbage and refuse 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
Landlord shall be at the sole cost of the Tenant.
(aa) To reimburse the Landlord the cost of replacing any broken damaged
defective or burned out light bulbs tubes and globes in the Premises which
may be provided by the Landlord.
(ab) Not to take delivery of furniture or fixtures or bulky items of
goods in and out of the Building during normal office hours and under no
circumstances shall passenger lifts be used for delivery purposes.
(ac) Not to install additional locks bolts or other fittings to the
Premises or in any way to cut or alter the same without the prior written
consent of the Landlord.
(ad) To reimburse the Landlord the cost of repairing or replacing any
air-conditioning fan-coil unit or any other part of the air-conditioning
system or installation which is damaged or rendered defective by the misuse
or negligence of the Tenant or any of the Tenant's visitors employees or
licensees.
(ac) Not to place a load upon any floor of the Premises in excess of
the loading for which the floor is designed. The Landlord reserves the
right to prescribe the weight and position of all safes and heavy machinery
which must be placed so as to ensure an acceptable distribution of weight.
18
(af) To use only the name designated by the Landlord for the Building,
and shall use such name for its business address and for no other purpose.
(ag) Not to make or permit to be made any music or noise so as to cause
a nuisance or annoyance to the Landlord or any other tenant of the Building
or do or permit anything to be done therein which will interfere with the
rights comfort or convenience of the other tenants.
(ah) To permit the Landlord at all times during the Term to exercise
without interruption or interference any of the rights set out in the
Schedule hereto.
3. THE TENANT HEREBY FURTHER COVENANTS WITH THE LANDLORD AS FOLLOWS:-
To fit out the interior of the said premises in a style and manner
appropriate to a first class shop premises at its own cost; that prior to
and in the course of carrying out such fitting work the Tenant shall comply
with and ensure that his contractors, workmen, employees and agents comply
with the procedures and stipulations set out hereunder subject to such
variations (if any) as the Landlord may approve in writing; that without
affecting the liability of the Tenant to keep and maintain the premises
including the existing furnishings fixtures and fittings therein and all
additions thereto in good tenantable repair and condition, it is hereby
agreed that in decorating (or subsequently in refurbishing or renovating)
the premises, the Tenant shall observe and comply with the following
procedures and stipulations, namely:-
19
(i) The Tenant shall at its own cost prepare and submit to the
Landlord for approval 2 sets of suitable drawings and specifications of the
works proposed to be carried out by the Tenant (hereinafter called "the
Tenant's Work") together with schematic sketches illustrating the design and
layout proposal of such proposed works (hereinafter collectively called "the
Tenant's Plans").
(ii) The Tenant's Plans shall, without limitation:
(ii.i) Include detailed drawings, plans and specifications
of any changes in the air-conditioning electrical and fire services
installations and plumbing and drainage system;
(ii.ii) Include details of all lighting fixtures;
(ii.iii) Show the position of any heavy equipment, e.g.
safe;
(ii.iv) Show any other relevant information the Landlord
may consider necessary;
(ii.v) Comply with all relevant Ordinances, regulations
and by-laws from time to time issued by the government of Hong Kong and the
management of the building.
(iii) The Landlord will consider the Tenant's Plans and may in
its discretion accept or reject the Tenant's Plans or any part of them and
subject to such reasonable conditions as it thinks fit.
(iv) The Tenant shall have the sole responsibility for compliance
with all applicable statutes, codes, ordinances and other regulations for
all work performed by or on behalf of the Tenant on the premises, and the
20
Landlord's or the Landlord's agent's 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 the said statutes, codes,
ordinances, and other regulations. In instances where several sets of
requirements must be met, the standard set by the Landlord's insurance
underwriters' and/or the management of the building or the strictest
standard shall apply.
(v) The Tenant shall not commence the Tenant's Work before
receiving notice from the Landlord that such work may be commenced.
(vi) Upon completion of the Tenant's Work, the Tenant shall notify
the Landlord in writing immediately.
(vii) The Tenant shall Submit to the Landlord by hand or via
registered mail at least seven (7) days prior to the commencement of
construction, the proposed commencement date of construction and the
estimated date of completion of construction work, fitting out work, and
date of projected opening.
(viii) The Tenant shall be responsible for a11 reasonable costs and
expenses incurred by the Landlord in considering the Tenant's Plans and
supervising the Tenant's Work hereunder and shall pay the same to the
Landlord upon demand. An estimate of this cost will be given to the Tenant
in advance.
21
(ix)(ix.i) The Tenant shall be responsible for the removal of
garbage, refuse and construction and decoration waste from the premises to
such location as shall be specified by the Landlord from time to time.
(ix.ii) In the event of non compliance of this provision and
upon due notice, the Landlord may remove such material at the cost of the
Tenant who shall forthwith reimburse all costs and expenses incurred by the
Landlord.
(x) In respect of the works concerning electrical installations or
alteration, air-conditioning units or service, equipment relating to fire
prevention or firefighting service and plumbing works the Tenant shall
engage only those contractors as shall be nominated by the Landlord.
4. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:-
(a) To keep in good repair the Building's main walls roofs main
passages main stairways main electricity cables and main drains and pipes
intended for the general service of the Building and all such repairs shall
be at the expense of the Landlord unless the same shall have been rendered
necessary by the act or neglect or carelessness of the Tenant or any of the
visitors guests employees contractors or licensees of the Tenant in which
case the expense is to be borne by the Tenant Provided that the Landlord's
liability hereunder shall not be deemed to have arisen unless and until
notice in writing of any want of repair shall
22
have been previously given by the Tenant to the Landlord and the
Landlord shall have failed to repair the same within a reasonable time.
(b) The Landlord shall keep and maintain the lift service for the
convenience of the Tenant subject to the discretionary power of the Landlord
to prescribe the manner of maintaining the said service. The Tenant or any
person using the said lift service shall do so entirely at his own risk.
(c) The Landlord shall provide and maintain for the Premises a
central air-conditioning service during normal business hours namely from
9:00 a.m. to 11:00 p.m. from Mondays to Fridays, 9:00 a.m. to 10:00 p.m. on
Saturdays and 9:00 a.m. to 6:00 p.m. on Sundays. No such central air-
conditioning supply will be provided outside these hours other than as may
be agreed in advance with the Landlord. Notwithstanding any provision to
the contrary the Landlord shall not be liable to pay compensation to the
Tenant in respect of any period during which owing to circumstances beyond
the control of the Landlord the air-conditioning plant shall not be
operating as the result of mechanical or power failure need of repair or
overhaul or for any other reason beyond the control of the Landlord nor
shall the Landlord be liable to grant to the Tenant any abatement of rent in
respect of such interruption.
(d) The Tenant upon duly paying the Rent and observing and
performing the terms and complying with the conditions on the part of the
Tenant to be performed as herein set forth shall at all times during the
Term
23
hereby granted quietly have hold and enjoy the Premises without any
suit trouble or hindrance from the Landlord or anyone lawfully claiming
under through or in trust for the Landlord.
(e) The Landlord shall during the continuance of this Lease pay the
Crown Rent and Property Tax in respect of the Premises.
5. IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:-
(a)(i) If the Rent and / or the Operating Charges and / or other
moneys hereby reserved or any part thereof shall be unpaid for 15 days after
the same shall become payable whether formally demanded or not; or
(ii) If the Tenant shall default in the performance or observance of
any term or condition hereof, or
(iii) If the Tenant shall become bankrupt or enter into any
composition or arrangement with creditors or shall suffer any execution to
be levied on its goods or being a company shall go into liquidation; then
and in any such case it shall be lawful for the Landlord to re-enter the
Premises or any part thereof in the name of the whole and thereupon this
Lease shall absolutely determine but without prejudice to any right of
action of the Landlord in respect of any antecedent breach of the Tenant's
terms and conditions and a written notice given by the Landlord to the
Tenant to the effect that the Landlord thereby exercises the right of re-
entry hereby conferred shall be a full and sufficient exercise of such power
notwithstanding any statutory or
24
common law provisions to the contrary. All costs and expenses for and
incidental to any demand for the Rent or the Operating Charges or any other
sum payable under this Lease (if the Landlord elects to so demand) or action
or distraint for the recovery of the same (including any solicitors' or
counsel's fees on solicitor and own client basis) shall be paid by the
Tenant and shall be recoverable from him as a debt on a full indemnity
basis.
(b) Notwithstanding anything hereinbefore contained if the Tenant
shall fail to pay the Rents and / or the Operating Charges and / or other
moneys herein reserved or any part thereof on due dates the Landlord shall
be entitled to:-
(i) recover from the Tenant as a debt the following expenses
incurred by the Landlord in the course of recovering the Rents and / or
Operating Charges and / or other moneys unpaid or any part thereof:-
(i.i) such sum as the Landlord shall reasonably determine
to be collection charges for the additional work incurred by the Landlord's
staff in collecting the Rents and / or the Operating Charges and / or other
moneys unpaid or any part thereof;
(i.ii) all solicitors' and / or counsels' fees (on a
solicitor and own client basis) and court fees incurred by the Landlord for
the purpose of recovering the Rents and / or the Operating
25
Charges and / or other moneys unpaid or any part thereof; and
(i.iii) any other fees paid to debt-collectors appointed by the
Landlord for the purpose of collecting the Rents and / or the Operating
Charges and / or other moneys unpaid or any part thereof.
(ii) terminate or disconnect the supply of air-conditioning
water electricity and other services and facilities to the Premises and / or
to the Tenant.
(c) This Lease sets out the full agreement between the parties. No
other warranties or representations have been made or given relating to the
tenancy or to the Building or the Premises. If any warranty or
representation has been made the same is hereby waived. The provisions of
this Lease cannot be changed orally.
(d) Acceptance of the Rent by the Landlord 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 by the Tenant of any of its obligations
hereunder. 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 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 or non-observance or non-performance
or so as to defeat or affect in any way
26
the rights 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 permitted by the Landlord unless
expressed in writing and signed by the Landlord.
(e) Any notice by the Landlord to the Tenant shall be deemed to
have been duly served and any demand by the Landlord upon the Tenant shall
be deemed to have been duly made if delivered to or sent by prepaid post or
left at the Premises or at the last known address of the Tenant. Any notice
by the Tenant to the Landlord shall be deemed to have been given if in
writing and delivered or mailed by prepaid registered mail to the registered
office of the Landlord.
(f) For the purposes of this Lease any act default or omission of
the agents servants employees contractors licensees guests invitees or
customers of the Tenant shall be deemed to be the act default or omission of
the Tenant.
(g) The stamp duty registration fee and ratification fee (if any)
payable on this Lease and its counterpart shall be borne by the Landlord and
Tenant in equal shares.
(h) The Tenant shall deposit with the Landlord the sum of HONG KONG
DOLLARS THREE MILLION SIX HUNDRED FIFTY ONE THOUSAND TWO HUNDRED AND EIGHTY
EIGHT ONLY (HK$3,651,288.00) as security for the due payment of the Rent the
Operating Charges and other moneys hereby stipulated (hereinafter
27
referred to as "the Deposit") and the due observance and performance of the
term and conditions herein contained and on the part of the Tenant to be
observed and performed. The Deposit shall be subject to revision in the
event of adjustment in the Rent and / or Operating Charges and / or other
moneys payable hereunder. The Deposit shall be retained by the Landlord for
its own use and benefit throughout the 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 of the Rent the
Operating Charges or other moneys payable hereunder which is in arrears or
any loss or damage sustained by the Landlord as the result of any non-
observance or non-performance by the Tenant of any such agreement
stipulation or condition. In the event of any deduction being made by the
Landlord from the Deposit in accordance herewith the Tenant shall on demand
by the Landlord forthwith further deposit the amount so deducted and failure
by the Tenant so to do shall entitle the Landlord forthwith to re-enter the
Premises and to determine this Lease as hereinbefore provided. Subject as
aforesaid the Deposit shall be refunded to the Tenant by the Landlord
without interest within thirty days after the expiration or sooner
determination of this Lease and the delivery of vacant possession of the
Premises to the Landlord or within thirty days of the settlement of the last
outstanding claim by the Landlord against the Tenant in respect of any
breach non-observance or non-
28
performance of any of the agreements stipulations or conditions herein
contained and on the part of the Tenant to be observed and performed
whichever is the later.
(i) This Lease and the agreements stipulations and conditions
herein contained shall enure for the benefit of and be binding on the
Landlord its successors and assigns. The obligations of the Tenant
hereunder up to the date of termination of this Lease shall be enforceable
against the Tenant and his successors but unless expressly agreed in writing
by the Landlord the Tenant's successors shall not succeed to or be entitled
to any of the benefits hereof or any interest hereunder.
(j) The Tenant acknowledges that no fine premium key money or other
consideration has been paid by the Tenant to the Landlord for or in
connection with the grant of this lease.
(k) The Landlord hereby reserves the right at any time during the
Term hereby granted to change the name of the Building or any part thereof
and in respect thereof the Landlord shall not be liable in damages to the
Tenant or be made a party to any other proceeding or for costs or expenses
of whatsoever nature incurred by the Tenant as a result of such change.
(l) In the event of the Premises or any part thereof at any time
during the Term being damaged or destroyed by fire water storm wind typhoon
defective construction white-ants earthquake subsidence of the ground or any
other cause (not attributable to the act default or negligence of
29
the Tenant) so as to be rendered unfit for use and occupation or being
declared unfit for use and occupation or becoming subject to a closure order
then the Rent hereby stipulated or a fair proportion thereof according to
the nature and extent of the damage sustained shall be suspended until the
Premises shall be again rendered fit for occupation and use Provided Always
that the Landlord shall be under no obligation to reinstate the Premises if
by reason of the condition of the Premises or any local regulations or other
circumstances beyond the control of the Landlord it is not practicable or
reasonable so to do. In such event the Landlord may forthwith or within a
reasonable time thereafter determine this Lease but such determination shall
not prejudice the rights and remedies of either party in respect of any
antecedent breach on the part of the other.
(m) It is hereby declared that in the construction of these presents
unless the contrary intention appears words importing the masculine gender
shall include female and neuter genders and vice versa words in the singular
shall include the plural and vice versa and words importing persons shall
include companies or corporations and vice versa.
THE SCHEDULE
------------
(1) The free passage and running of water soil gas electricity and
other services from and to other parts of the Building in and through the
pipes sewers drains conduits gutters watercourses wires cables channels and
other conducting media (collectively "the Conducting Media") which are
30
now or at any time during the Term laid or made in upon through or under
the Premises and the free and uninterrupted use of all Conducting Media
serving other parts of the Building which are now or at any time during the
Term in upon through or under the Premises.
(2) The right to construct and to maintain in over or under the
Premises any easements or services for the benefit of any part of the
Building or any adjoining property of the Landlord.
(3) The right at any time during the Term at reasonable times during
normal business hours after giving reasonable prior notice to the Tenant to
enter (or in cases of emergency to break and enter) upon the Premises in
order:-
(a) to inspect cleanse repair amend remove or replace with
others the
Conducting Media or any part thereof;
(b) to inspect and to execute works in connection with any of
the easements or services referred to in this Schedule;
(c) to carry out work or do anything whatsoever comprised within
the Landlord's obligations herein contained whether or not the Tenant is
liable hereunder to make a contribution;
(d) to exercise any of the rights possessed by the Landlord
under the terms of this Agreement.
(4) The right to erect scaffolding for the purpose of repairing
refurbishing or cleaning the exterior of the Building notwithstanding that
such scaffolding may temporarily interfere with the access to or enjoyment
and use of the Premises.
31
(5) (a) The right to use or permit or authorize other persons to
use all or any part of the common areas of the Building (including without
limitation the common entrances, passages, corridors, staircases, lobbies
and halls) whether by granting a tenancy, lease or licence in respect
thereof for any trade business advertising or promotional use or activities;
and
(b) The right to remove, cancel, relocate or otherwise change
the common areas of the Building (including but not limited to common
entrances, passages, corridors, staircases, lobbies and halls) from time to
time and in such manner as the Landlord may reasonably deem fit without the
same constituting an actual or constructive eviction of the Tenant and
without incurring any liability of the Tenant provided that such use or
activities referred to in Paragraph (a) and such removal, cancellation,
relocation or other change of the common areas of the Building referred to
in Paragraph (b) shall not significantly interfere with access to the
Premises.
AS WITNESS WHEREOF the hands of the parties the day and year first above
written.
32
SIGNED BY )
)
for and on behalf of the )
)
Landlord in the presence of:- )
) /S/ Xxxxxxx Xxxx
) Xxxxxxx Xxxx
For and on behalf of
HYSAN PROPERTY MANAGEMENT LTD.
Property Manager of
XXX THEATRE REALTY LTD.
/s/ Xxxxxx Xxx
Xxxxxx Xxx
SIGNED by )
)
)
for and on behalf of the )
)
Tenant in the presence of:- ) For and on behalf of
) PHYSICAL HEALTH CENTRE HONG KONG
LTD.
/S/ Authorized Signatory ) /S/
) Director/Authorized Signature
RECEIVED the day and year first above )
)
written of and from the Tenant the sum )
)
of DOLLARS THREE MILLION SIX HUNDRED )
FIFTY ONE THOUSAND TWO HUNDRED AND ) HK$ 3,651,288.00
EIGHTY EIGHT ONLY ----- )
Hong Kong Currency being the Deposit
above expressed to be paid by the
Tenant to the Landlord
WITNESS--
/S/
Xxxxxxx Xxxx
For and on behalf of
HYSAN PROPERTY MANAGEMENT LTD
property Manager of
XXX THEATRE REALTY LTD.
/S/
Xxxxxx Xxx
33
HOUSE RULES
-----------
(1) The public halls entrances passages and stairways of the Building
shall not be obstructed or used for any other purpose than ingress to or
egress from the Premises in the Building.
(2) No public hall of the Building shall be decorated by any tenant in any
manner without the prior consent of the Landlord.
(3) No tenant shall make or permit any noise such as to cause a nuisance
or annoyance to any other tenant in the Building or the Landlord or do or
permit anything to be done therein which will interfere with the rights
comfort or convenience of other tenants.
(4) No tenant shall store arms, ammunition or unlawful goods kerosene or
any explosive or combustible substance in any part of his premises.
(5) Each tenant shall keep such tenant's Premises in a good state of
preservation and cleanliness and shall not sweep or throw or permit to be
swept or thrown therefrom or from the doors windows terraces or balconies
thereof any dirt or other substance.
(6) No article shall be placed in the public halls passages or on the
public staircase landings nor shall anything be hung or shaken from the
doors windows terraces or balconies or placed upon the window xxxxx of the
Building.
(7) No shades awnings or window guards shall be used in or about the
Building except such as shall be approved by the Landlord.
34
(8) No sign signal advertisement or illumination shall be inscribed or
exposed on or at any window or other part of the Building except such as
shall have been approved in writing by the Landlord nor shall anything
project out of any window of the Building without similar approval. The
Landlord will provide space at the main entrance hall of the Building for a
Directory of such design as may from time to time be determined by the
Landlord. The Landlord will at the expense of a tenant provide a sign or
plate indicating the name of the tenant on the Directory.
(9) The public lifts in the Building unless of automatic type and intended
for operation by a passenger shall be operated only by employees of the
Landlord and there shall be no interference whatsoever with the same by
tenants or their guests licensees or employees.
(10) No velocipedes bicycles scooters or similar vehicles shall be allowed
in the public passenger lifts and no baby carriage or any of the above-
mentioned vehicles shall be allowed in the public halls passage ways areas
or courts of
the Building.
(11) Office equipment and supplies goods baggage and packages of every
kind are to be delivered only at the service entrance of the Building and
through the service lift or service stairways to any premises.
(12) Garbage and refuse from any premises shall be deposited in such
manner as the manager of the Building may direct.
(13) Water-closets and other water apparatus in the Building shall not be
used for any purpose other than those for which they were constructed nor
shall
35
any sweepings rubbish rags or any other articles be thrown into the same.
Any damage resulting from misuse of any water-closets or apparatus shall be
paid for by the tenant in whose Premises or by any of whose guests licensees
or employees it shall have been caused.
(14) No tenant shall send any employee of the Landlord out of the Building
on any private business of a tenant.
(15) No bird or animal shall be kept harboured or allowed in any premises.
(16) No radio or television aerial shall be attached to or hung from the
exterior of the Building.
(17) Any consent or approval given under these rules by the Landlord shall
be revocable at any time.
(18) Complaints regarding the service or the Building shall be made in
writing to the Landlord or any other person designated by the Landlord.
(19) No tenant shall allow any visitor licensee or employee of the tenant
to stand or queue up outside his promises thereby causing an obstruction to
the passages and entrance halls used in common with the other tenants of the
Building.
(20) The Landlord shall have the right to prohibit any advertising by any
tenant which in the Landlord's opinion tends to impair the reputation of the
Building or its desirability as a building for offices and shopping mall and
upon written notice from the Landlord the tenant shall refrain from or
discontinue such advertising.
36
(21) Windows shall remain closed save in an emergency such as fire or
breakdown of the air-conditioning system.
(22) Canvassing and peddling in the Building is strictly prohibited and
each tenant shall co-operate to prevent the same.
(23) Each tenant must upon the termination of his tenancy return to the
Landlord all keys of stores offices and toilet rooms used by such tenant.
(24) The loading and unloading of goods shall be carried out at such times
in such areas and through such entrances as shall be designated by the
Landlord for this purpose from time to time.
(25) No heating facilities in addition to such facilities as may be
provided by the Landlord (if any) shall be installed without the written
consent of the
Landlord.
(26) It is the responsibility of a tenant to maintain and keep clean and
clear of rubbish the public areas immediately adjacent to his premises to
the satisfaction of the Landlord.
37
BUSINESS PREMISES
Dated the 2 MAY,1997
============================================================================
XXX THEATRE REALTY LIMITED
LEASE
============================================================================
Description of Business Premises
Shop A on 00xx Xxxxx,
Xxxxx xx 00xx Xxxxx, 00xx Xxxxx and 15th Floor,
Xxx Theatre Plaza, 00 Xxxxxxxx Xxxxxx,
Xxxxxxxx Xxx, Xxxx Xxxx
Tenant Physical Health Centre Hong Kong Limited
Term Six (6) years
Commencing 1st March 1997
Expiring 28th February 2003
Monthly Rents:-
(A) Basic Rent:
(i) HK$943,536.00 for the period from 1st March 1997 to 29th February 2000;
and
(ii) For the remaining three years of the term, the rental shall be revised
at the then open market rent of the neighbouring premises and to be agreed
between both parties.
All the above monthly rentals are exclusive of rates and operating charges
(B) Operating Charges: HK$207,292.00
OHA PROPERTY COMPANY LIMITED
----------------------------
BY HAND
7th May 1997
SUBJECT TO CONTRACT
Williluck International Ltd
Rm 1701, 17th Floor
Causeway Xxx Xxxxx 0
000 Xxxxxxxx Xxxx
Xxxx Xxxx
Xxxxxxxxx: Mr Serleo Luk
Dear Sirs
New Letting
Room 1301A on 13th Floor - One Hysan Avenue
Further to our recent discussion with your Xxxx X Xxx, we confirm that we are
prepared to offer you a tenancy of the above premises under the following terms
and conditions-
Premises
Xxxx 0000X on 00xx Xxxxx Xxx Xxxxx Xxxxxx Xxxx Xxxx as shown coloured red on
the attached floor plan, for identification purpose only
Term
3 years commencing 19th May 1997 to 18th May 2000, both dates inclusive
Rental
HK$24,948.00 (HONG KONG DOLLARS TWENTY FOUR THOUSAND NINE HUNDRED AND FORTY
EIGHT ONLY) per month, exclusive of rates and operating charges
Operating Charges
The operating charges covering air-conditioning and management services for the
captioned premises shall be HK$3,465.00 (HONG KONG DOLLARS THREE THOUSAND FOUR
HUNDRED AND SIXTY FIVE ONLY) per calendar month, payable monthly in advance.
These charges shall be subject to revision and adjustment according to the
fluctuation of the electricity charges and operation cost at the date of the
commencement of the Tenancy Agreement and at any time during the continuance of
the term hereby created.
The Landlord shall give to the Tenant one month's notice in writing of any
revision or adjustment to be effected in the charges in respect of the
provision of such service and upon the expiration of the said period, the said
charges shall be revised or adjusted to the amount specified.
.../to be cont'd
OHA PROPERTY COMPANY LIMITED
----------------------------
Page 2
7th May 1997
Williluck International Ltd
Air-conditioning Supplying Hours
Central air-conditioning will be supplied as follows:-
Mondays to Fridays 8:30 a.m. to 5:30 p.m.
Saturdays 8:30 a.m. to 1:30 p.m.
No central air-conditioning will be supplied on Sundays and Public Holidays.
Should air-conditioning be required after normal supply hours, this can be
arranged at the expense of the Tenant after prior application to the Landlord
is made
Rates
HK$4,425.00 (HONG KONG DOLLARS FOUR THOUSAND FOUR HUNDRED AND TWENTY FIVE ONLY)
per quarter, subject to Government's revision
Deposit
Upon acceptance of this offer, a deposit of HK$89,664.00 (HONG KONG DOLLARS
EIGHTY NINE THOUSAND SIX HUNDRED AND SIXTY FOUR ONLY) being the equivalent of
three months' rent, operating charges and provisional rates will be required.
For avoidance of doubt, this deposit will unconditionally become non-refundable
if for any reason whatsoever you do not proceed to execute the tenancy
agreement and that this item only is expressly not subject to contract.
Tenancy
The tenancy shall be in the name of "Williluck International Ltd". Please let
us have copies of the Business Registration Certificate, Memorandum & Articles
of Association and Form "X" in respect of the said company for our record.
Handover of Premises
The premises will be handed over to you in bare shell condition.
Interior Decoration
The Tenant shall be responsible for all costs relating to its own internal
decoration, partitioning, lighting, fixtures, fittings air-conditioning ducts
and wiring, where required.
No structural alteration or cutting into cement concrete shall be permitted
under any circumstances.
After signing the Tenancy Agreement, the Tenant shall be required to submit
detailed plans showing the proposed display layout and the interior decoration,
or additions to Landlord's fixtures and fittings in the Premises including
wiring and other electrical fittings and air-conditioning for the approval of
the Landlord before commencement of work is permitted.
.../to be cont'd
OHA PROPERTY COMPANY LIMITED
----------------------------
Page 3
7th May 1997
Williluck International Ltd
Grace Period
1 1/2 months' grace period from the commencement date of the tenancy will be
given for interior decoration during which no rent will be charged. The rental
payment commencement date shall, therefore, be 4th July 1997. No central air-
conditioning supply will be provided until the premises are in such an
agreeable condition that the Building Management at its absolute discretion
warrants to do the otherwise. Operating charges and rates are, however,
payable from the commencement of the term.
Maintenance
Public areas and other areas intended for the general service of the building
will be maintained by the Landlord at its expenses and the Landlord reserves
the right of way to gain access into the tenant's area to perform its duties in
respect thereof with prior appointment. Areas for the exclusive use of the
Tenant including exclusively used toilets will be maintained by the Tenant at
its expenses.
Legal Cost
The stamp duty on the Agreement and its counterpart thereof shall be borne by
the parties in equal shares. Each party shall bear its own legal costs of and
incidental to the preparation and completion of this Tenancy Agreement.
General
Upon your acceptance of this offer, both parties shall enter into a standard
tenancy agreement for One Hysan Avenue, a sample of which is enclosed herewith
for your information.
Kindly confirm your acceptance of the above terms by signing and returning to
us the copy of this letter together with your cheque for HK89,664.00 in favour
of "HYSAN DEVELOPMENT COMPANY LIMITED" in settlement of the non-interest
bearing rental deposit on or before 13th May 1997; after which our offer shall
deemed to have automatically lapse.
Yours faithfully
/S/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx (Ms)
Leasing & Administration Manager
Estate Department
For and on behalf of
HYSAN DEVELOPMENT CO LTD
Property Manager of
OHA PROPERTY CO LTD
Encl
