LEASE DATE 10th June 2008
 |
DATE
10th June 2008
|
 |
PARTICULARS
|
1.1
|
LANDLORD
|
:
|
San
On Investments No.1 Limited whose registered office is at Suite 2008,
Three Pacific Place, 0 Xxxxx’x Xxxx Xxxx, Xxxx Xxxx
|
|
1.2
|
TENANT
|
:
|
B2B
CHIPS, LIMITED whose registered office is at Xxxx X-X, 0xx Xxxxx, Xxx
Xxxxxx Industrial Centre, 5 Xxxx Xxx Xxx Xxxx, Xxxx Xxx, Xxx Xxxxxxxxxxx,
Xxxx Xxxx
|
|
1.3
|
BUILDING
AND LOT
|
:
|
Xxxx
Xxxxx, Xx.0 Xxx Xxx Xxxx and Xx.0 Xxx Xx Xxxxxx, Xxxx Xxx, Xxx
Xxxxxxxxxxx, Xxxx Xxxx erected on all that piece or parcel of ground
registered in the Land Registry as Tuen Mun Town Lot
No.237
|
|
1.4
|
PREMISES
|
:
|
Unit
B on the 17th Floor of the Building (as shown coloured Pink on the plan
attached for reference only)
|
|
1.5
|
USE
|
:
|
Factory
with ancillary office but only to the extent permitted by the Government
Grant, the Occupation Permit and the Deed of Mutual Covenant (if any); and
the Tenant is responsible for obtaining and maintaining any waivers,
permissions, licences or consents for use.
|
|
1.6
|
TERM
|
:
|
Three
(3) years
|
|
Term
Start Date: 2 June 2008
|
|||
|
Term
End Date : 1 June 2011
|
 |
 |
|
NOT
IN USE
|
|||
|
1.8
|
RENT
|
:
|
HK$116,600.00
per calendar month (exclusive of rates, Government rent and Management
Charge)
|
|
RENT
FREE PERIOD
|
:
|
For
the period from 2 June 200S to I July 200S (both days
inclusive)
|
|
|
|
(Please
refer to clause 7.6 for details)
|
||
|
1.9
|
MANAGEMENT
CHARGE
|
:
|
HK$18,815.00
per calendar month (subject to review in accordance with clause
5.1:2)
|
|
1.10
|
DEPOSIT
|
:
|
HK$421,725.00
(cash deposit) (subject to clause 7.5:2), comprising:
1. HK$349,800.00
being 3 months’ Rent;
2. HK$56,445.00
being 3 months’ Management Charge ; and
3. HK$15,480.00
being 3 months’ rates and Government rent
|
|
1.11
|
PUBLIC
LIABILITY INSURANCE
|
:
|
HK$20
million
|
|
1.12
|
UTILITY
DEPOSITS
|
:
|
Water
- Nil
|
|
|
Electricity
- Nil
|
||
|
1.13
|
SPECIAL
CONDITIONS
|
:
|
Nil
|
2
2. DEFINITIONS
AND INTERPRETATION
In
this Lease:
|
|
2.1
|
obligations
of the Tenant are deemed to be made by all persons included in
such expression jointly and
severally;
|
|
|
2.2
|
an
obligation by the Tenant not to do an act or thing includes an obligation
not to permit or suffer such act or thing to be done or to
continue;
|
|
|
2.3
|
headings
are not to affect its
construction;
|
|
|
2.4
|
words
importing the masculine, feminine or neuter gender include any of them,
and the singular includes the plural and vice
versa;
|
|
|
2.5
|
references
to a right of the Landlord to have access to the Premises are to
be construed as including all persons authorised by the
Landlord;
|
|
|
2.6
|
references
to the consent, approval or authorisation of the Landlord mean a
consent, approval or authorisation in writing signed by or on behalf
of the Landlord;
|
|
|
2.7
|
references
to notice mean notice in
writing;
|
|
|
2.8
|
terms
defined in the Particulars have the meanings given in the
Particulars;
|
|
|
2.9
|
Common Parts means the
pedestrian ways, lifts, roads, forecourts, loading bays, toilet
facilities, and any other areas within the Building or the Lot from time
to time designated by the Landlord for common use by the tenants and
occupiers of the Building and those expressly or by implication authorised
by them;
|
|
|
2.10
|
Government Grant means the
government lease or government grant as from time to time varied and/or
modified subject to which the Building is
held;
|
|
|
2.11
|
Landlord includes the
person entitled for the time being to the immediate reversion on the
end of the Term;
|
|
|
2.12
|
this Lease means this lease
and any document supplemental or collateral to it or entered into
under its terms;
|
|
|
2.13
|
Management Charge shall be the
amount stated in clause 1.9, subject to review in accordance with
clause 5.1:2 of this Lease.
|
|
|
2.14
|
Manager means the
building manager appointed to manage the
Building;
|
|
|
2.15
|
Occupation Permit means the
occupation permit in respect of the Building of which the Premises
form part;
|
|
|
2.16
|
Order means any
demolition or closing order on the Building issued by a
competent authority;
|
|
|
2.17
|
Premises means that part
of the Building referred to in clause 1.4,
including:
|
|
|
2.17:1
|
the
plaster and other finishes applied to the interior of the exterior walls
of the Premises (which expression includes any wall of the Premises
which forms a boundary with any of the Common Parts) but no other
part of the exterior walls;
|
3
|
|
2.17:2
|
the
finishes (but no other part) of the floor slabs, ceiling slabs, all
internal walls, structural walls and structural columns that enclose
or are within
the Premises;
|
|
|
2.17:3
|
the
window glass and window frames (but only the inside glass and frame
if the windows are double
glazed);
|
|
|
2.17:4
|
the
Landlord’s fixtures and fittings;
and
|
|
|
2.17:5
|
any
Service Media that exclusively serve the Premises whether within the
Premises or not, but excluding all other Service Media and any fire
detection, alarm, prevention and fighting
systems;
|
|
|
2.18
|
|
|
2.19
|
Risk means fire, flood,
water, storm, typhoon, explosion, earthquake, landslide or any calamity,
event or cause beyond the control of the Landlord;
and
|
|
|
2.20
|
Service Media means the sewers,
drains, gutters, pipes, sprinkler heads, ducts, wires, cables and other
conducting media serving the Building and within the Lot, including
associated equipment, fixings, controls, trunking, conduits, diffusers,
registers, grilles and other
covers.
|
3. LETTING
The
Landlord lets to the Tenant the Premises for the Term on an as-is basis and on
the terms of this Lease, together with the easements and other rights mentioned
in the Schedule, subject to the Government Grant, the Occupation Permit and the
Deed of Mutual Covenant, if any, relating to the Building, and to all other
rights, easements, quasi-easements and privileges to which the Premises are
subject and the Tenant yielding and paying throughout the Tenn the Rent,
Management Charge and all other sums payable hereunder in the manner as more
particularly mentioned in clause 5 of this Lease.
4. NOT
IN USE
5. TENANT’S
OBLIGATIONS
The
Tenant agrees with the Landlord as follows:
|
|
5.1
|
Rent and Management
Charge: To pay on the days and in the manner provided herein clear
of all deductions and without set-off (by Autopay or direct debit if the
Landlord so requires):
|
|
|
5.1:1
|
the
clear Rent in advance on the first day of each month, the first of such
payments or the proportionate part of it in respect of the period
beginning on the Term Start Date to the last day of the same month to be
made upon signing of this
Lease;
|
4
|
|
5.1:2
|
the
Management Charge (subject to any change notified by the Landlord
to the Tenant from time to time (acting reasonably) or as notified by
the Landlord following a change notified by the Manager in accordance with
the Deed of Mutual Covenant of the Building) in advance by monthly
payments on the first day of each month, the first of such payments or the
proportionate part of it in respect of the period beginning on the date
when possession has been given to the Tenant to the last day of the same
month to be made upon signing of this Lease and any access, parking and
ramp fees as shall be charged by the Manager on a use basis;
and
|
|
|
5.1:3
|
all
other sums payable hereunder as additional rent as and when
demanded.
|
|
|
5.2
|
Interest: Without
prejudice to any other remedy of the Landlord, to pay to the Landlord
on demand as additional rent interest on sums due for payment under this
Lease at the Prescribed Rate from the due date until payment (both before
and after any judgment).
|
|
|
5.3
|
Rates and Taxes: To pay on demand
as additional rent all existing and future rates, duties, charges,
assessments, impositions and outgoings of a recurring nature including
rates and Government rent and any goods and services tax and any other tax
of a similar nature (but excluding property tax) which now are or may at
any time after the Term Start Date be imposed on or in respect of or are
referable to the Premises. The Tenant will at the option of the Landlord
either pay the rates and Government rent direct to the Government or
reimburse the Landlord for payment of the rates and Government rent as
they fall due.
|
|
|
5.4
|
Utilities: To pay to the
Landlord or as the Landlord directs all utility deposits (including those
listed in clause 1.12, if any) and charges for electricity, water and
telephones at the Premises, and install meters or devices as required or
approved by the Landlord to measure the consumption of electricity by and
attributable to the Premises and to enable the Tenant to be billed
directly by the electricity provider. Any utility deposits held by the
Landlord shall be handed back to the Tenant after the later of expiry of
this Lease and compliance by the Tenant with all its obligations under
this Lease.
|
|
|
5.5
|
Repair: To keep the
Premises and the Tenant’s property in good tenantable repair (fair wear
and tear, latent, inherent and structural defects excepted) and replace
all broken or damaged window glass in the Premises (damage by a Risk or
structural or inherent defects or latent defects or fair wear and tear all
excepted), and take reasonable precautions to protect the Premises from
damage by xxxxx, xxxx or
typhoon.
|
|
|
5.6
|
Electrical regulations:
To comply with the requirements and regulations of the supply authority
with regard to the electrical wiring installations and equipment in the
Premises and not overload them.
|
|
|
5.7
|
Decoration and cleaning:
To keep the Premises in good decorative order, in a clean and tidy
condition and clear of all rubbish, and as often as the Landlord may
consider necessary, clean all surfaces and finishes of the Premises and
the inside of the window panes, frames and xxxxx and all the inside and
outside of glass (if any) in the entrance
doors.
|
|
|
5.8
|
Notices to repair: To
repair and make good all defects and wants of repair for which the Tenant
is liable under this Lease within any reasonable period specified by the
Landlord after receipt of notice of them from the
Landlord.
|
5
|
|
5.9
|
Permit entry: To permit
the Landlord and all others authorised by the Landlord to, upon prior
notice and at all reasonable times (except in cases of emergency when
no notice is required and the Landlord may enter any tine), and by
force if necessary, enter and remain on the Premises with or without
workmen, appliances and
materials:
|
|
|
5.9:1
|
to
inspect the condition of the
Premises;
|
|
|
5.9:2
|
to
take a schedule of the Landlord’s fixtures and of any
dilapidations;
|
|
|
5.9:3
|
to
view and/or measure the Premises with or without prospective
purchasers and/or tenants;
|
|
|
5.9:4
|
to
carry out repairs or other work where the Tenant has failed so to
do;
|
|
|
5.9:5
|
for
the purposes of security and
fire-fighting;
|
|
|
5.9:6
|
to
carry out any necessary work which is not the responsibility of the
Tenant; and
|
|
|
5.9:7
|
to
carry out the Landlord’s obligations or exercise the Landlord’s rights
under this Lease.
|
|
|
5.10
|
Not introduce dangerous
things: Not to bring into or place or store in the Building and/or
the Premises anything (including without limitation arms and ammunition)
which is or may become dangerous, nor carry on a hazardous trade or do any
other act which might cause the insurance of the Building to be vitiated
or the premiums to be
increased.
|
|
|
5.11
|
Overloading: Not to
overload the Premises or the lifts serving it, nor overload or cause an
obstruction or damage to the Service Media, nor cause an obstruction or
damage to the Common Parts, nor store goods or merchandise except in
normal quantities consistent with the Use, nor place safes or other heavy
equipment or materials except in such locations and by means of such
installations as the Landlord has first
approved.
|
|
|
5.12
|
Damage to Building and
Lifts: At its own expense, to make good any damage caused to the
Building or lifts serving it through careless loading or discharging of
machinery goods raw materials or articles into or from such lifts or
through overloading the same beyond the permitted carrying capacity and to
pay on demand to the Landlord the cost to be reasonably incurred by the
Landlord in making good any such
damage.
|
|
|
5.13
|
Passenger Lifts: Not to
use or permit to be used the passenger lifts of the Building for the
purpose of carrying any furniture or goods or heavy articles (the Landlord
having provided freight lifts for such purpose), and to observe the
regulations affecting the use of all lifts as indicated or intimated by
the Landlord or its agents from time to
time.
|
|
|
5.14
|
Loading Bay: To use such
portion of the loading bay as provided in the Building for use in
conjunction with the Premises in all respects in accordance with the
regulations and directions made from time to time by the Manager governing
the use of the loading bay and in particular but without prejudice to the
generality of the foregoing only for the purpose of loading and unloading
and not to permit or suffer its servants, employees, contractors,
customers, suppliers or invitees to park in any part of or otherwise
obstruct the use of the loading
bay.
|
6
|
|
5.15
|
Refuse Chutes: To use
the industrial refuse chutes in the Building, if any, in accordance
with the regulations made from time to time by the
Manager.
|
|
|
5.16
|
Electricity Wiring: At
its own expense, to provide all wiring required by the Tenant from the
switch room designated by the Landlord or the Manager to the Premises and
within the Premises and to ensure that such wiring is of a quality and
standard prescribed by the relevant governmental authorities/departments.
The wiring must only be carried out by a competent licensed electrical
contractor to be approved in writing by the Landlord in accordance with
the requirements of the Electricity Ordinance and to the reasonable
satisfaction of the Landlord’s electrical
consultant.
|
|
|
5.17
|
Fire Prevention: To
observe and comply with all directions and orders of the Fire Services
Department and if such directions and orders shall require the Tenant to
take fire precautions or install fire fighting equipment (additional to,
if any, that installed by the Landlord) the Tenant shall at its own
expense take or procure those precautions and install the
equipment.
|
|
|
5.18
|
No Food
Preparation/Lodging: Not to use or permit to be used the Premises,
the Common Parts or the Building or any part thereof to prepare any food,
other than beverages and food being warmed up in a microwave oven, or to
sleep in except by a night
watchman.
|
|
|
5.19
|
Hazardous Goods: Not to
permit to be kept on the Premises hazardous goods and materials except to
the extent and where used in accordance with the Tenant’s ordinary course
of business in compliance with the Use and to obey and comply with and be
answerable for and to indemnify the Landlord against the consequence of
any breach of laws or regulations of Hong Kong by the Tenant and all
occupiers of the Premises or persons visiting or using the same with the
consent of the Tenant expressed or
implied.
|
|
|
5.20
|
No Animals and
Infestation: Not to keep any birds, livestock of any description or
any noxious goods, animals, plants or articles in the Premises, the Common
Parts or the Building save where and in accordance with the Tenant’s
ordinary course of business on the Premises and to take all reasonable
measures to prevent the Premises or any part thereof from becoming
infested by termites, rats, mice, cockroaches or any other pests or
vermin. The Tenant shall employ at its cost such pest extermination
contractors as the Landlord may reasonably require and at such intervals
as the Landlord may reasonably
direct.
|
|
|
5.21
|
No Auction: Not to hold
or to permit or suffer any sale by auction to be held upon the Premises
without the express approval of the
Landlord.
|
|
|
5.22
|
Machinery: Not to place
in any part of the Premises any machinery goods or merchandise which may
cause the maximum permissible floor load-bearing capacity to be exceeded
save and except for any machinery already installed in the
Premises.
|
|
|
5.23
|
Use of Trolleys: To
ensure that only rubber tyred trolleys and forklift trucks
with pneumatic or cushioned tyres are used for the transport of goods
and materials within the
Building.
|
|
|
5.24
|
Repair of Sanitary
Facilities: To keep and maintain the drains, pipes, sanitary or
plumbing apparatus, toilets and any other water apparatus used exclusively
by the Tenant, its servants, employees, agents, invitees, licensees and
customers in good tenantable repair at all times during the Term to the
reasonable satisfaction of the Landlord and in accordance with the
regulations or bye-laws of the Public Health or other government
authorities concerned and to pay the Landlord on demand all costs
reasonably incurred by the Landlord in cleansing clearing repairing or
replacing any of the said sanitary facilities choked impeded blocked or
stopped up owing to the careless or improper use or neglect by the Tenant
or any of its servants, employees, agents, invitees, licensees or
customers.
|
7
|
|
5.25
|
Undesirable uses: Not to
use the Premises for any dangerous, illegal or immoral purpose, nor to
install any fittings, fixtures or equipment (hydraulic, mechanical or
otherwise) that may cause acute variance in room temperature nor do on the
Premises anything which, in the reasonable opinion of the Landlord, may be
a nuisance or disturbance or cause damage to or be to the prejudice of the
Landlord or any other owner or occupier of the Building or any
neighbouring premises. The Tenant shall observe and comply with all rules
and regulations from time to time made by the Landlord or the Manager
governing the use of such fittings, fixtures or
equipment.
|
|
|
5.26
|
Permitted use: Not to
use the Premises other than for the Use and in particular but without
prejudice to the generality of the foregoing not to use the Premises for
the purpose of a Buddhist hall or temple or for the performance of the
ceremony known as Xx Xxxx (CHINESES OMITTED) or for any similar ceremony
or for any other religious purpose or the performance of any religious
ceremony.
|
|
|
5.27
|
Statutory, legal and insurance
requirements: To comply with all legislation, laws and regulations,
or requirements of governmental authorities or the Landlord’s insurers
from time to time that relate to the use or occupation of the Premises and
the Common Parts and the use of the rights granted by this Lease regarding
(without limitation) health, environment, and safety, building or
planning.
|
|
|
5.28
|
Irrecoverable insurance
money: To pay to the Landlord on demand the amount of any insurance
money in respect of the Premises which cannot be recovered by reason of
any act, omission or default of the Tenant, its employees, contractors,
agents, licensees or invitees.
|
|
|
5.29
|
Regulations: To observe
all rules and regulations relating to the Building from time to time made
by the Manager (if any). If such rules and regulations conflict with the
terms of this Lease, the latter will prevail to the extent of that
conflict.
|
|
|
5.30
|
Tenant’s
Insurance:
|
|
|
5.30:1
|
At
the Tenant’s cost at all times during the Term to take out and keep
in force:
|
|
|
(a)
|
a
public liability insurance policy in an amount of not less than
the amount stated in clause1.11 or in such higher amounts as
the Landlord may from time to time prescribe (and as may be available
in the public liability insurance market for such risks), in respect of
any one occurrence; and
|
|
|
(b)
|
a
policy insuring window glass and window frames (but only the inside glass
and frame if the windows are double
glazed).
|
|
|
5.30:2
|
The
insurance policies taken out pursuant to this clause
must:
|
|
|
(a)
|
name
the Landlord and the Manager as interested parties and in regard to public
liability insurance extend to indemnify the Landlord and the Manager for
their vicarious or contingent liability arising out of the actions of the
Tenant, it’s employees and agents;
and
|
8
|
|
(b)
|
be
arranged with a reputable insurance company holding a Standard & Poor
Financial Strength Rating of no less than A-, or as otherwise approved by
the Landlord; and
|
|
|
(c)
|
contain
a provision that the policy along with terms and conditions of cover may
not be altered, modified or cancelled without the express permission of
the Landlord.
|
|
|
5.30:3
|
The
Tenant shall upon demand produce to the Landlord a certificate of
insurance from the relevant insurance company that each policy is fully
paid and is valid and subsisting together with confirmation from the
insurance company that clause 5.30:2 has been complied
with.
|
|
|
5.31
|
Alterations
|
|
|
5.31:1
|
Not
to make any alterations or additions, structural or otherwise, to the
Premises, the Building or the Service Media without the approval of the
Landlord (such approval not to be unreasonably withheld or delayed). The
Landlord may impose such reasonable conditions as it deems necessary in
its discretion for giving of
approval.
|
|
|
5.31:2
|
To
employ only contractors approved by the Landlord (such approval not to be
unreasonably withheld or delayed) for all works to the Premises, Building
or the Service Media and in particular all works involving any alteration
to or modification of or in any way associated with the electrical system,
the fire services system, the sprinkler system, the security system, the
plumbing and drainage system and piping, the Communal Aerial Broadcast
Distribution (CABD) system and the fixed air-conditioning ducting, chilled
water pipes or fan coil air-conditioning units and air-conditioning
controls and suspended ceiling system shall be carried out only by
contractors nominated by the
Landlord.
|
|
|
5.32
|
Signs: Not to exhibit on
or in the Premises any sign visible from the outside of
the Building.
|
|
|
5.33
|
Locks and Keys: Not to
install any locks, bolts or other security devices in doors from time to
time at the Premises without the approval of the Landlord (such approval
not to be unreasonably withheld or delayed) and disclose to the Landlord
all other means of entry to the
Premises.
|
|
|
5.34
|
Restriction on use of Name of
Building: Not to use the name of the Building or any picture or
likeness of the Building in its registered or trade name, or for any
purpose other than as the address and place of business of the
Tenant.
|
|
|
5.35
|
No
Alienation
|
Not to
mortgage, charge or grant a security interest over, nor enter into a declaration
of trust of, the Tenant’s interest in the Premises, and not to assign sublet,
license or otherwise part with the possession of or transfer the Premises or any
part thereof or any interest therein in any way (whether for monetary
consideration or not), in each case, without the approval of the Landlord and
the mortgagee in favour of which the Landlord has mortgaged or charged the
Premises and in the event of a breach of this clause by the Tenant this Lease
shall absolutely determine and the Tenant shall forthwith vacate the Premises on
notice to that effect from the Landlord. This Lease shall be personal to the
Tenant and without in any way limiting the generality of the foregoing the
following acts and events shall, unless approved in writing by the Landlord and
its mortgagee, be deemed to be breaches of this clause:
9
|
|
5.35:1
|
in
the case of the Tenant being a corporation any take-over reconstruction
amalgamation merger voluntary liquidation or change in the person(s) who
owns or own a majority of its voting shares or who otherwise has or have
effective control of its voting
shares;
|
|
|
5.35:2
|
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;
or
|
|
|
5.35:3
|
the
change of the Tenant’s business name without notifying the Landlord.
Provided that the sharing of the Premises as licensee(s) only with a
company which is and remains at all times a subsidiary (as defined in the
Companies Ordinance) of the Tenant shall not be a breach of this clause
provided that the Tenant provides full particulars to the Landlord of such
sharing and of the subsidiary concerned and provided that no relationship
of landlord and tenant is created and that such sharing of occupation is
terminated forthwith in the event that such company ceases to be a
subsidiary of the Tenant as so
defined.
|
|
|
5.36
|
Costs: To pay or
reimburse the Landlord on demand as additional rent for all reasonable
cost it incurs in connection with or in contemplation
of:
|
|
|
5.36:1
|
the
remedy of a breach by the Tenant of its obligations under this Lease;
and
|
|
|
5.36:2
|
any
application by the Tenant for consent or approval, whether or not consent
or approval is refused or the application is
withdrawn.
|
|
|
5.37
|
Applications for
consent: If the Tenant applies for consent or approval, to disclose
to the Landlord such information as the Landlord may reasonably
require.
|
|
|
5.38
|
Inform Landlord of damage
defects and notices: Immediately on becoming aware of it, to give
full details to the Landlord of any damage to or defect in the Premises
which might give rise to a duty on the Landlord, or of any occurrence,
notice or other thing which may adversely affect the Landlord’s interest
in the Premises.
|
|
|
5.39
|
Exclusion
of Landlord’s liability
|
|
|
5.39:1
|
All
chattels, equipment or property in the Premises are there at the sole
risk of the
Tenant.
|
|
|
5.39:2
|
The
Landlord, its servants and agents are not liable for any loss, damage,
action, proceeding, cost, claim or demand that the Tenant or the Tenant’s
employees or any person claiming by, through or under the Tenant may incur
or make or which arises
from:
|
|
|
(a)
|
any
defect in the construction or state of repair of the Building,
the Common Parts, the Premises or any part of it or the
Landlord’s fixtures;
|
10
|
|
(b)
|
any
defect, interruption or fluctuation in any Ser ice Media or
water, air conditioning or other sources of energy or
fuel;
|
|
|
(c)
|
any
obstruction of an easement or right granted by this Lease;
or
|
|
|
(d)
|
from
any other cause,
|
except
to the extent caused by the negligence of the Landlord or its servants or
agents.
|
|
5.39:3
|
The
Tenant releases the Landlord and its servants and agents from liability
in respect of
any:
|
|
|
(a)
|
loss,
damage, action, proceeding, cost, claim or demand relating to any
chattels, equipment or property of the Tenant or any other person in the
Premises or any part of them;
and
|
|
|
(b)
|
damage
or injury to any person or chattels, equipment or property in the Premises
or on any land near the Premises, except to the extent that the action,
proceeding, cost, claim or demand, loss, damage or injury is caused by the
negligence of the Landlord or its servants or
agents.
|
|
|
5.40
|
Indemnify
Landlord
|
|
|
5.40:1
|
To
indemnify the Landlord against all loss, damage, actions, proceedings,
costs, claims and demands in respect of the use or occupation of the
Premises, the execution of alterations, additions or repairs to the
Premises, any non-compliance by the Tenant with its obligations under this
Lease, or any other act or default by the Tenant, its employees,
contractors, agents, tenants, licensees or invitees except to the extent
(if any) that such actions, proceedings, costs, claims and demands arise
from non-observance or breach by the Landlord of its obligations hereunder
or from the act, neglect or default of the Landlord, its employees,
contractors, agents, tenants, licensees or
invitees.
|
|
|
5.40:2
|
The
Tenant must pay the costs on a full indemnity basis of and incidental to
any demand (including any action or distraint for the recovery of such
costs) in respect
of:
|
|
|
(a)
|
the
Rent or other sums payable under this
Lease;
|
|
|
(b)
|
the
use or occupation of the
Premises;
|
|
|
(c)
|
the
execution of alterations, additions or repairs to the
Premises;
|
|
|
(d)
|
any
non-compliance by the Tenant with its obligations under this Lease;
or
|
|
|
(e)
|
any
other act or default by the Tenant, its employees,
contractors, agents or
invitees.
|
Such
costs are recoverable from the Tenant as a debt.
11
|
|
5.41
|
Handover
Condition
|
|
|
The
Landlord shall deliver the Premises on an “as is” basis and shall have no
responsibility for making any improvements or alterations to the
Premises.
|
|
|
5.42
|
Fitting
Out
|
|
|
At
the Tenant’s own cost to obtain the Landlord’s approval (such approval not
to be unreasonably withheld or delayed) for any fitting-out proposals and
fitting-out plans and specifications of the Premises provided that the
Landlord may impose such reasonable conditions as it deems necessary in
its discretion for giving such consent and all requisite consents and
approvals from the competent authorities (if necessary) for any proposed
addition or alteration to the Premises before the commencement of the
fitting-out of the Premises. Without limiting the foregoing, the Tenant
shall observe the Fitting Out Rules, Fitting Out Guidelines and Management
Manuals of the Building as may be prescribed by, and the requirements of
the Landlord and the Manager and as may be given, from time to time in the
course of fitting out the Premises provided that the Tenant shall not be
liable under this clause unless and until a copy of such rules, guidelines
and manuals are produced to the
Tenant.
|
|
|
5.43
|
Handing
Back
|
|
|
At
the end or sooner determination of the Term to hand back to the Landlord
the Premises with vacant possession and in accordance with the Tenant’s
other obligations under this Lease including, without limitation, clause
5.5 and the following obligations under this clause
5.43.
|
|
|
5.43:1
|
The
Tenant must remove from the Premises all Tenant’s fixtures, fittings,
furniture and effects, together with any signs or advertisements affixed
by or on behalf of the Tenant, and repair any damage caused to the
Premises or the Service Media in so
doing.
|
|
|
5.43:2
|
The
Tenant
must:
|
|
|
(a)
|
remove
all alterations or additions to the Premises and the Service Media,
whether or not made by the Tenant and whether or not made during the Term,
except to the extent the Landlord otherwise directs (in which case the
excepted alterations or additions are referred to in this clause as
Remaining Alterations); and
|
|
|
(b)
|
reinstate
the Premises and the Service Media to their original open shell
layout (except to the extent any Remaining Alterations do not allow);
and
|
|
|
(c)
|
repair
and make good any damage caused to the Premises or the Service Media
in complying with (a) or (b)
above and use only contractors nominated by the Landlord in so
doing.
|
|
|
5.43:3
|
The
Tenant must reinstate the Premises,
by:
|
|
|
(a)
|
washing
down of the whole of the interior of the Premises and any Remaining
Alterations;
|
|
|
(b)
|
treating
all internal surfaces of the Premises and any Remaining Alterations
in a manner (for example, by painting, staining or polishing)
and condition comparable to the original state and condition when the
Tenant first took possession of the Premises,
and
|
12
|
|
(c)
|
replacing
the full ceiling system provided by the Landlord at the commencement of
this Lease, if any, and all floor coverings, window coverings and blinds
in the Premises to a reasonable standard comparable to the original state
and condition when the Tenant first took possession of the
Premises.
|
|
|
5.43:4
|
The
Tenant must deliver to the Landlord all keys and disclose to the
Landlord all other means of entry to the
Premises.
|
|
|
5.43:5
|
The
Landlord will after having inspected the Premises within a reasonable time
prior to the Term End Date provide the Tenant with a schedule or list of
reinstatement works required to be carried out by the Tenant pursuant to
this clause 5.43 together with a quotation of the cost of such
reinstatement works (reinstatement
cost). If the Tenant shall fail to reinstate the Premises in
accordance with this clause 5.43, the Tenant is required to hand back the
Premises to the Landlord at the end of the Term and in such circumstances,
the Landlord shall deduct from the Deposit the amount of the reinstatement
cost and any other costs, expenses, loss or damage sustained or incurred
by the Landlord as a result of the breach, non-observance and
non-performance by the Tenant of this clause 5.43 and if the Deposit shall
not be sufficient to cover the reinstatement cost, any outstanding amount
thereof shall be recoverable from the Tenant as a debt. The deduction of
the reinstatement cost 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 exercisable by the Landlord under the terms of this Lease
or at law to recover any loss of rent arising from the Tenant’s failure to
comply with this clause
5.43.
|
|
|
5.44
|
Comply with Obligations:
To comply with the obligations contained or referred
to:
|
|
|
5.44:1
|
in
any lease under which the Landlord holds the Premises (but only so far
as they are negative or restrictive);
and
|
|
|
5.44:2
|
in
the Government Grant, the Occupation Permit or any Deed of
Mutual Covenant, to the extent that they relate to the Premises or
the rights granted by this
Lease.
|
6. QUIET
ENJOYMENT
The
Landlord agrees, subject to:
|
|
6.1
|
the
Tenant complying with its obligations under this Lease;
and
|
|
|
6.2
|
any
rights granted to the Landlord by this Lease, to permit the Tenant
peaceably to hold and enjoy the Premises without any interruption by
the Landlord or any person lawfully claiming through, under or on
trust for it.
|
7. OTHER
PROVISIONS
|
|
7.1
|
Re-entry
|
|
|
If:
|
13
|
|
7.1:1
|
the
Rent or any other suns; due under this Lease are in arrears for 7
days (whether formally demanded or not);
or
|
|
|
7.1:2
|
the
Tenant fails to comply with its obligations under this Lease and to
remedy any such failure within 7
days
of receipt of notice from the Landlord specifying the failure in
question and requiring it to be remedied;
or
|
|
|
7.1:3
|
distress
or other execution is levied on the Premises or their contents;
or
|
|
|
7.1:4
|
a
petition is filed for the winding up or bankruptcy of the Tenant or if
the Tenant goes into liquidation or receivership;
or
|
|
|
7.1:5
|
the
Tenant is struck off by the Registrar of Companies, is dissolved or
otherwise ceases to exist under the laws of the country or state of its
incorporation; or
|
|
|
7.1:6
|
the
Tenant, being an individual, dies or becomes incapable of managing
his affairs;
|
then
the Landlord may, notwithstanding that it might have accepted rent or done or
omitted to do any other act while knowing of the event giving rise to the right
of re-entry, re-enter the Premises or any part of them in the name of the whole,
in which event this Lease will end. Such re-entry is without prejudice to any
other remedy of the Landlord in respect of any earlier breach of the obligations
under this Lease.
|
|
7.2
|
No implied easements:
Nothing in this Lease confers on the Tenant an easement, right or
privilege over or against property adjoining or neighbouring the
Premises which now or later belongs to the Landlord, or imposes a
restriction on the use of property not comprised in this Lease,
except as expressly granted or
imposed.
|
|
|
7.3
|
Damage
and Destruction
|
|
|
7.3:1
|
In
this clause 7.3, Destruction Event
means any of the following
events:
|
|
|
(a)
|
the
Premises or any part of them are damaged or destroyed by a Risk so
that the Premises are wholly or substantially unfit for
the occupation and use by the
Tenant;
|
|
|
(b)
|
having
regard to the nature and location of the Premises and the normal
means of access, the Premises are wholly or
substantially inaccessible;
or
|
|
|
(c)
|
an
Order includes the Premises.
|
|
|
7.3:2
|
If
a Destruction Event occurs then until the relevant event has been
rectified, the Rent or a fair proportionate part of the-Rent
(determined by the Landlord)
abates.
|
|
|
7.3:3
|
Unless
the Landlord notifies the Tenant within three months after the Destruction
Event occurs that it intends to rectify the relevant event, this Lease may
be determined by not less than one month’s notice by either
party.
|
|
|
7.3:4
|
The
Landlord may after any Destruction Event and in its absolute discretion
determine this Lease by giving not less than one month’s notice to the
Tenant. At the end of that notice this Lease will be at an
end.
|
14
|
|
7.3:5
|
If
the Landlord notifies the Tenant of its intention to rectify a
Destruction Event in accordance with clause 7.3:3 and:one
month’s notice to the Tenant. At the end of that notice this Lease will be
at an end.
|
|
|
(a)
|
after
that does not do so within a reasonable time, the Tenant may notify the
Landlord of its intention to determine this Lease;
and
|
|
|
(b)
|
unless
the Landlord, after receiving that notice, proceeds with reasonable
expedition and diligence to rectify the relevant event, the Tenant may
determine this Lease by giving not less than one month’s notice to the
Landlord. At the end of that second notice this Lease will be at an
end.
|
|
|
7.3:6
|
This
Clause 7.3 (other than clause 7.3:4) does not apply
where:
|
|
|
(a)
|
the
Destruction Event was caused or contributed to, or arises from, any
act or omission of the Tenant;
and
|
|
|
(b)
|
any
insurance policy or policies for the Premises has been avoided,
or payment of the policy money refused or reduced, as a result of
that act or omission.
|
|
|
7.4
|
Liability
and obligation to reinstate
|
|
|
7.4:1
|
Neither
the Landlord nor the Tenant is liable to the other because of
the determination of this Lease under clause 7.3. That determination
will be without prejudice to the rights of either party in respect of
any preceding breach or non observance of this
Lease.
|
|
|
7.4:2
|
Nothing
in this Lease obliges the Landlord to reinstate the Premises or
the means of access to
them.
|
|
|
7.5
|
Deposit
|
|
|
7.5:1
|
On
or before the execution of this Lease, the Tenant must pay the Deposit
to the Landlord for the Landlord’s absolute benefit and use. The
Landlord does not hold the Deposit on trust for the Tenant nor is any
interest payable on the Deposit. The Landlord may, without prejudice to
any other right, apply the Deposit or a sum up to the equivalent of the
Deposit to remedy a breach of any obligation of the Tenant under this
Lease and to indemnify the Landlord against any direct or indirect costs
or losses, including legal costs on an indemnity basis. At the end of the
Term, the Landlord will without prejudice to the Landlord’s other rights
within 30 days after the later of the date on which the Tenant has
surrendered vacant possession of the Premises to the Landlord or has
settled and paid the last outstanding claim by the Landlord against the
Tenant for any arrears of Rent and other charges and remedied or
compensated the Landlord for any breach non-observance or non-performance
of any of the terms and conditions herein contained and on the part of the
Tenant to be observed or performed, repay to the Tenant a sum equivalent
to the amount of the Deposit without interest, less any amount required to
pay the outstanding amount and remedy the Tenant’s
breaches.
|
|
|
7.5:2
|
Whenever
there is an increase in the Rent and/or Management Charge
and/or rates and Government rent or if the Landlord applies any sum
up to the equivalent of the Deposit during the Term, the Tenant must
upon demand by the Landlord pay an additional sum equivalent to three
times the amount of such increase, or a sum sufficient to replace the
sum so applied by the Landlord (as the case may be) such that the Landlord
will hold a sum of no less than the aggregate of three months’ Rent,
Management Charge, rates and Government rent as Deposit at all times
during the Term.
|
15
|
|
7.5:3
|
Notwithstanding
anything herein contained, the Tenant hereby expressly agrees that in the
event of the Landlord assigning and transferring the ownership of the
Premises to any person (the New Landlord) prior to the expiration or
sooner determination of the Term subject to and with the benefit of this
Lease, the Landlord may transfer the Deposit (as the same may be revised
from time to time) paid by the Tenant hereunder (less any deduction which
the Landlord may make according to the terms and conditions of this Lease)
or the balance thereof after the said deduction to the New Landlord and in
that event upon request of the Landlord the Tenant must sign a novation
agreement (to be in the form prepared by the Landlord’s solicitors)
regarding the transfer of the Deposit or the balance thereof after the
said deduction with the Landlord and the New Landlord; and the Tenant
shall waive all claims against the Landlord for the repayment of a sum
equivalent to the amount of the Deposit transferred to the New Landlord
but nothing herein provided shall prejudice or affect the right of the
Tenant to claim against the New Landlord for repayment of the same. A
written notice sent by the Landlord or the Landlord’s solicitors by
ordinary post to the Tenant to the address stated herein notifying the
Tenant of the change of ownership of the Premises shall be conclusive
evidence that the Deposit or the balance thereof has been transferred to
the New Landlord unless contrary intention is expressed in the
notice.
|
|
|
7.6
|
Rent Free Period:
Subject to the Tenant’s due performance of the terms, covenants and
conditions contained herein, the Tenant is entitled to occupy the Premises
free of payment of Rent during the Rent Free Period referred to in clause
1.8 provided that the Tenant shall pay and discharge all Management
Charge, rates and Government rent and all other outgoings payable in
respect of or referable to the Premises during the Rent Free
Period.
|
|
|
7.7
|
Notices: Any notice or
other communication given under or in connection with this Lease
shall be in English and in
writing.
|
The
address and facsimile number of the Landlord and the Tenant
are:
|
|
(a)
|
The
Landlord of Suite 2008 Three Pacific Place, I Queen’s Road East,
Hong Kong
Facsimile
No. : x000
0000 0000
Attention :
Managing Director
|
|
|
(b)
|
The
Tenant of Flat K-L, 6th Floor, Xxx Xxxxxx Industrial Centre, 5 Xxxx
Xxx Xxx Xxxx, Xxxx Xxx, Xxx Xxxxxxxxxxx, Xxxx Xxxx
Facsimile
No. :
x00 00000000000
Attention :
Attn : Xxxx Xxx Fan
|
|
|
7.8
|
No warranties: This
Lease sets out the full understanding of the parties to the exclusion
of any warranties or representations. Without limiting the generality of
this clause, the Landlord gives no warranty as to the fitness, suitability
or legality of the Premises or the use to which the Premises may be put
and the Landlord shall not be responsible or liable to the Tenant for any
damages or loss in respect
thereof.
|
16
|
|
7.9
|
No premium: The parties
declare that apart from the Rent and other consideration expressed in
this Lease no premium or other consideration for the grant of the Term has
been or will be paid to the Landlord or any other
person.
|
|
|
7.10
|
Legal costs etc, stamp duty and
other fees: Each party shall bear its own legal costs and
disbursements of and incidental to the preparation completion and
execution of this Lease but the stamp duty and the costs and fees for the
registration of this Lease and its counterparts shall be borne by the
parties in equal shares.
|
|
|
7.11
|
Disclosure: The Tenant
agrees consents and confirms that any information relating to the Tenant
at any time acquired, collected or otherwise held by the Landlord in
connection with this Lease may be disclosed and/or transferred to and be
held and/or used by (a) any of the holding companies and/or subsidiaries
and/or affiliates of the Landlord and/or service providers or advisers of
any of them; (b) any actual or potential assignee, purchaser, investor or
subscriber of all or any part of the businesses or assets of, or interests
in, the Landlord (including the public in the case of any public offer),
in each case whether directly or indirectly; (c) any agent(s), adviser(s),
auditor(s), or contractor(s) of any person referred to in (b); and/or (d)
regulatory bodies or securities exchanges, in each case whether within or
outside Hong Kong and for any legitimate
purpose.
|
|
|
7.12
|
Holding Over Period:
Following expiry of the Term, if the Landlord does not object to the
Tenant remaining in the Premises, the Tenant may continue to occupy the
Premises on a month to month basis subject to the Tenant paying the
Landlord a monthly rent of an amount as shall be agreed between the
parties prior to the Term End Date but if no such agreement is reached, of
such amount as shall be equivalent to 150% of the Rent payable by the
Tenant herein immediately prior to the expiry of the Term but otherwise on
the same terms and conditions contained in this Lease.. The lease under
this clause 7.12 may be terminated by either party on one month’s written
notice to the other.
|
|
|
7.13
|
Governing law: This
Lease shall be governed by the laws of the Hong Kong
Special Administrative Region of the People’s Republic of
China.
|
17
Easements
and other rights included in this Lease
(referred
to in clause 3)
|
1.
|
The
rights in common with the Landlord and all other owners tenants and
occupiers of the Building:
|
|
|
1.1
|
of
way on foot and (over such Common Parts as are designed for such purposes)
with or without vehicles, over and along and otherwise to use the Common
Parts for all purposes reasonably connected with the use and occupation of
the Premises;
|
|
|
1.2
|
of
free passage and running of water, soil, electricity and data through the
Service Media serving the Premises subject to temporary interruption due
to breakdown or maintenance;
and
|
|
|
1.3
|
to
display on, if any, such slat on the main directory board and the relevant
floor directory board in the Building, the name and location of the Tenant
and, subject to the prior approval of the Landlord (such Landlord’s
approval not to be unreasonably withheld or delayed) and/or the
Manager.
|
18
|
SIGNED by
Xxxxxx
XxXxxxxx
for
and on behalf of the Landlord in the presence
of
/whose signature is verified by:
|
)
)
)
)
)
)
)
|
 |
 |
 |
|
|
SIGNED by
 for
and on behalf of the Tenant in the presence
of/whose
signature(s) is/are verified by:
|
)
)
)
)
)
)
|
 |
|
RECEIVED from the Tenant the sum
of
HK$421,725.00
being the Deposit
|
)
)
|
 |
|
WITNESS
to the signature:
|
||
|
|
19
