Dated the 15th day of May 1997
XXX XXXXX PROPERTY
MANAGEMENT LIMITED
and
EURO TECH (FAR EAST) LIMITED
&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
Tenancy Agreement
of
All Those Factories A, B, C & D on the
18th Floor -- of Xxx Xxxxx Hong Centre,
Xx.00 Xxxx Xxxx Xxxx Xxxx, Xxxxxxxx,
Xxxx Xxxx
&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
Term: 2 years and 1 month
Commencement on: 01/05/97
Termination on: 31/05/99
Rent: HK$ 105,900.00
Service charges: HK$ 15,000.00
Monthly payment on: 1st day of each month
Rent deposit: HK$ 317,700.00
========================================
CHAN XXXXX XXXXX & TO,
SOLICITORS,
21st Floor Ka Wah Bank Centre,
Xx.000 Xxx Xxxxx Xxxx Xxxxxxx,
XXXX XXXX.
========================================
REF.: PT/16535/CON/cc/ic
This Agreement is made the 15th day of May
One thousand nine hundred and ninety-seven
Between XXX XXXXX PROPERTY MANAGEMENT LIMITED whose registered office is situate
at 7th Floor, Tung Hip Commercial Building, Xx.000 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx
Xxxx as agent for the registered owner, ASSOCIATED DEVELOPMENT COMPANY LIMITED,
(hereinafter called "the Landlord") of the one part and EURO TECH (FAR EAST)
LIMITED [Chinese Translation Omitted] whose registered office is situate at 18th
Floor, Xxx Xxxxx Hong Centre, Xx.00 Xxxx Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxx Xxxx
---------------------- (hereinafter called "the Tenant") of the other part
NOW IT IS AGREED as follows:-
1. The Landlord shall let and the Tenant shall take ALL THOSE FACTORIES A, B, C
and D on the EIGHTEENTH FLOOR -------------------- (hereinafter referred to as
"the said premises") of the building known as XXX XXXXX HONG CENTRE, Xx.00 Xxxx
Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxx Xxxx which said Building is erected on ALL THAT
piece or parcel of ground registered in the Land Registry as ABERDEEN INLAND LOT
NO.390 and is hereinafter referred to as "the said building" TOGETHER with a
right of way for the Tenant his servants and agents (in common with the Landlord
and all others having the like right) from time to time to pass and xxxxxx over
and along the staircases and landings erected in the said building and the right
(in common with the Landlord and all others having the like right) to use the
lifts installed in the said building during such time as the same are in
operation for the purpose of access to and egress from the said premises FOR THE
TERM of TWO (2) YEARS and ONE (1) MONTH from the 1st day of May 1997 to the 31st
day of May 1999 YIELDING AND PAYING therefor during the said term monthly and
every calendar month the rent of DOLLARS ONE HUNDRED FIVE THOUSAND AND NINE
HUNDRED ($105,900.00) ONLY --------------------------------------------------
(inclusive of rates) and monthly service charges in the sum of $15,000.00 --
both payable in Hong Kong Currency in advance on the 1st day of each and every
calendar month.
2. The Tenant agrees with the Landlord as follows:-
(1) To pay the said rent at the times and in manner aforesaid.
(2) To pay the Landlord or the person or the corporation for the time
being appointed in writing by the Landlord to undertake the general
management of the said building on the 1st day of each and every
calendar month during the continuance of this tenancy the said sum
of HK$ 15,000.00 ----- per month (hereinafter called "the service
charges") as contribution towards the expenses of the management of
and
HONG KONG STAMP DUTY [ILLEGIBLE]
005.00 [ILLEGIBLE] Original Stamped with
$63541
STAMP DUTY PAID HONG KONG
1
provision of general services to the said premises as set out in
subclauses 3(4) to (8) (inclusive) hereof. The management and
general services to be undertaken or to be performed by the Landlord
do not include the disposal of industrial waste or refuse or rubbish
of the Tenant.
(3) To pay the electricity gas and water charges in respect of the said
premises and to make all necessary deposits and increase in deposits
for the supply of electricity gas and water to the said premises.
(4) To constantly maintain and keep the whole of the interior of the
said premises and every part thereof in proper and tenantable repair
and condition including all fixtures and fittings therein and to
meet and comply with all requirements and notices that may be issued
by the Urban Services Department, the Fire Services Department or
any other Government Departments and to constantly maintain and keep
all windows and window panes in good repair and condition.
(5) To permit the Landlord and all persons authorised by it at all
reasonable times to enter into the said premises to view the
condition thereof and to give or leave notice in writing upon the
said premises for the Tenant of all defects or want of repair there
found and the Tenant shall within one month after the date of every
such notice well and sufficiently repair and make good such defects
and/or want of repair whereof such notice shall have been so given
or left and the Landlord shall in no way be responsible for any
inconvenience or damage caused by the person or persons so
authorised.
(6) Not to make any alterations in or additions to the said premises
without the previous consent in writing of the Landlord. In the
event of any permitted alterations or additions being made by the
Tenant to the said premises during the said term the Tenant shall if
required by the Landlord reinstate the said premises at his own cost
and expense prior to delivering up possession thereof to the
Landlord.
(7) Not to assign underlet sublet or otherwise part with the possession
of the said premises or any part thereof or let or to sublet lend
share or by any other means whereby any person or persons not a
party to this Agreement obtain the use or possession of the said
premises or any part thereof irrespective of whether any rental or
other consideration is given for such use or possession. The tenancy
shall be personal to the Tenant specifically named in this Agreement
and without in any way limiting the generality of the foregoing, the
following acts and events shall, unless previously approved in
writing by the Landlord (which approval the Landlord may give or
withhold at its sole discretion without assigning any reason
therefor) be deemed to be breaches of this subclause -
(i) in the case of a Tenant which is a partnership, the taking in
of one or more new partners whether on the death or retirement
of an existing partner or otherwise;
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(ii) in the case of a Tenant who is an individual (including a sole
surviving partner of a partnership tenant) the death, insanity
or other disability of that individual to the intent that no
right to use, possess, occupy or enjoy the said premises or
any part thereof shall vest in the executors, administrators,
personal representatives, next-of-kin, trustee or committee of
any such individual:
(iii) in the case of a Tenant which is a corporation any take-over,
reconstruction, amalgamation, merger, voluntary liquidation or
change in the person or persons who owns or own a majority of
voting shares of such corporation or who otherwise has or have
effective control thereof;
(iv) the giving by the Tenant of a Power of Attorney or similar
authority whereby the donee of the Power or authority obtains
the right to use, possess, occupy or enjoy the said premises
or any part thereof or does in fact use, possess, occupy or
enjoy the same;
(v) the change of the Tenant's business name without the previous
written consent of the Landlord.
(8) Not to do or cause or permit or suffer to be done anything in or
upon the said premises or any part thereof which may at any time be
or become a nuisance or annoyance to the Landlord or the tenants or
occupiers of the other portions of the said building or of the
neighbouring premises or which may produce an offensive odour and to
take all such precautions as the Landlord shall reasonably from time
to time require to prevent or minimise damage to the said premises
from the Tenant's operations.
(9) Not to store or cause or permit or suffer to be stored any unlawful
or dangerous or hazardous goods or any explosive or combustible
substance on or in any part of the said premises.
(10) Not to use the said premises or any part thereof for any illegal or
immoral purpose.
(11) Not to prepare or permit or cause or suffer to be prepared any food
in the said premises.
(12) Not to do or cause or permit or suffer to be done anything whereby
the policy or policies of insurance of the said premises or of the
said building against fire may be rendered void or voidable or
whereby the premium for such insurance may be liable to be increased
and the Tenant shall indemnify the Landlord against such increased
or additional premium as shall have been brought about or caused by
any act or default of the Tenant or his servants or licensees.
(13) To use the said premises for industrial purposes only and not to
carry on any trade or business thereon which is now or may hereafter
be declared to be an offensive trade under the Public Health and
Municipal Services Ordinances or any enactment amending the same or
substituted therefor.
3
(14) To cushion all the machineries placed or affixed to the said
premises and to restrict the number of workers working or staying in
the said premises in accordance with all Government regulations for
the time being in force in Hong Kong.
(15) Not to store or place or cause or permit or suffer to be stored or
placed any goods or machinery or other things on or in any part of
the said premises which impose a loading exceeding 733 kilograms per
square metre (150 lbs. per square foot).
(16) Not to overload or cause or permit or suffer to be overloaded any of
the lifts in the said building in excess of their maximum capacity
and to be responsible for any damage caused thereby.
(17) Not to install any furnace, boiler or other plant or equipment in
any part of the said premises or use any fuel that might in any
circumstance produce smoke without the previous consent in writing
of the Commissioner for Labour and the Landlord first had and
obtained.
(18) Not to install or use on the said premises or any part thereof any
machinery, furnace, boiler or other plant or equipment or use any
fuel or method or process of manufacture or treatment which might in
any circumstances result in the discharge or emission, whether
aerial or otherwise, on or from the said building or any part
thereof of any noxious, harmful or corrosive matter, whether it be
in the form of gas, smoke, liquid or solids or otherwise, or which
shall in the opinion of the Commissioner for Labour be excessive in
or unnecessary for the proper use and enjoyment of the said building
for the purpose for which the Land is granted.
(19) Not to place or store or cause or permit or suffer to be placed or
stored any goods or chattels or any things on the parking or loading
area or the driveway or in the common entrance-hall, staircases,
landings, passages or any other common parts of and in the said
building and to indemnify the Landlord against all actions, suits,
costs, expenses, losses and claims which may be incurred or
sustained by the Landlord by reason of or relating to the
non-compliance of this sub-clause by the Tenant its servants or
agents.
(20) Not to hang any flags or display any posters or things of a similar
nature on any part of the exterior walls of the said premises or the
said building such as notices for employment of workers or any kind
of advertisements or by any other cause whatsoever.
(21) Not to paint affix erect or display any sign board, neon sign or
advertisement on any part of the exterior walls or on any of the
windows of the said building but the Tenant shall be at liberty to
exhibit his firm name as contained in this Agreement in the spaces
provided by the Landlord at the main entrances of the said building
and in such size as the Landlord shall designate and approve.
(22) Not to carry on or cause or permit or suffer to be carried on any
trade or business in the nature of an oil refinery, paint spraying,
dyeing or bleaching, metal xxxx bearing, electrical plating, rubber
shoes manufacturing, paper carton making, paper storage,
4
printing or laundry or furniture or rattan factory, foam rubber
manufacturing, weaving or knitting factory, electroplating factory
or plastic factory or any other similar kind of trade or business.
(23) Not to install any support or erect any iron bracket on any part of
the exterior walls of the said building for the installation of
air-conditioners or ventilators without the prior written consent of
the Landlord. If the Tenant wishes to install any air-conditioners
or ventilators he shall ensure that such air-conditioners or
ventilators are safely installed through the windows of the said
premises without damaging and without protruding beyond any part of
the exterior walls of the said building.
(24) Not to paint the window glass panes with paints and to constantly
keep such glass panes in a clean and tidy condition and to undertake
to replace any broken panes that may occur.
(25) Not to injure or interfere with or allow or permit or suffer anyone
to injure or interfere with or alter or test or reset or repair or
replace the "Fire Alarm" or "Sprinkler System" as the case may be or
any of the fire fighting equipments installed in the said premises
and building without the prior written approval of the Landlord
first had and obtained.
(26) Not to fix or erect or cause or permit or suffer to be fixed or
erected any chimneys or venetian blinds or sun blinds or canopies,
pipes or wires of any description to or on any part of the exterior
walls of the said building and not to fix or erect any chimneys in
any part of the said premises.
(27) Not to make any openings or damage any part of the exterior walls of
the said building.
(28) Not to erect or cause or permit or suffer to be erected any shelters
or coverings on any part of the canopy or the flat-roof or roof of
the said building.
(29) Not to remove or alter the position of any of the Smoke Lobby doors
or to make any alterations in or additions to any of such doors
whatsoever.
(30) Not to allow or cause any aerial wiring or rods to protrude outside
the exterior walls of the said building.
(31) Not to break any part of the exterior walls of the said building for
the conveyance of goods, machineries or any other things or for any
other purpose whatsoever.
(32) Not to use or allow or permit the use of any of the common
electricity supply for his own purpose whether temporary or
otherwise and not to interfere with any of the common electricity
wirings as installed in the said building.
(33) To observe and perform all regulations and conditions imposed and
notices and orders served by any Government Department or competent
authority in relation to or in respect of the carrying on of a
factory or the trade or business of the Tenant on the said premises
and to observe and perform all the terms and conditions contained in
the relevant Conditions of Sale under which the said Lot is held and
the House Rules relating to the upkeep and maintenance of the said
building (if any) and that the Tenant shall indemnify the Landlord
against all liability claims loss or damages costs and
5
expenses as a result of the non-observance or non-performance
thereof.
(34) At the expiration or sooner determination of this Agreement to
deliver up to the Landlord vacant possession of the said premises in
such good repair and condition as aforesaid together with any
additional erections alterations or improvements which the Tenant
may with the consent of the Landlord as aforesaid have made upon or
in the said premises without payment of any compensation for such
additional erections alterations or improvements.
3. The Landlord agrees with the Tenant as follows:-
(1) That the Tenant paying the rent hereby reserved and performing and
observing the terms and conditions hereinbefore contained and on the
part of the Tenant to be performed or observed may peaceably hold
and enjoy the said premises during the said term without any
interruption by the Landlord or any person lawfully claiming through
or under it.
(2) To pay the Crown rent rates (except any increase in rates) and
property tax which are now or may hereafter during the said term be
imposed by Government upon the said premises throughout the said
term.
(3) To maintain and keep the main structure and roof of the said
building and every part of such main structure and roof in proper
and tenantable repair and condition.
(4) To engage and pay one or more caretakers for the said building.
(5) To keep the said lifts in reasonably good repair and in working
condition in accordance with the maintenance terms and conditions of
the lift contractors.
(6) To maintain the electric pumps (if any) for supplying flushing water
to the said building in good condition and to provide salt water for
flushing purposes whenever the same is made available by the
Government.
(7) To keep the staircases and landings and other common portions of the
said building in a clean and sanitary condition.
(8) To pay all charges in respect of electricity consumed by the said
lifts, the electric pumps and lighting in the staircases and
landings and other common portions of the said building. Provided
always that the Landlord shall not in any circumstances be
responsible for failure of the said lifts, the electric pumps and/or
lighting for any reason whatsoever including negligent or wrongful
acts or omissions by independent contractors for any damage
whatsoever caused thereby.
4. PROVIDED ALWAYS AND IT IS MUTUALLY AGREED as follows:-
(1) That if and whenever any part of the rent hereby reserved shall be
in arrear for three (3) days (whether the same shall have been
lawfully demanded or not) or if the Tenant shall fail to pay the
monthly service charges within three (3) days of due date or if and
whenever there shall be a breach by the Tenant of any of the terms
or conditions
6
hereinbefore contained and to be performed or observed by the Tenant
or if the Tenant shall become bankrupt or in the case of a limited
company shall be wound up whether voluntarily or compulsorily or
shall enter into composition or arrangement with the Tenant's
creditors or shall suffer execution to be levied upon any of the
Tenant's goods or effects the Landlord shall upon the happening of
any such event be entitled to re-enter upon the said premises or any
part thereof in the name of the whole and thereupon this Agreement
shall absolutely determine but without prejudice to any rights which
may have accrued to the Landlord by reason of any antecedent breach
of any of the obligations on the part of the Tenant hereinbefore
contained.
(2) The lifts as installed in the said building shall be permitted for
use by the Tenant under instructions imposed by the Landlord at all
reasonable times only. Should the Tenant fail to observe the
instructions as imposed by the Landlord, he shall not be allowed to
use any of the said lifts. The Tenant shall indemnify the Landlord
for all damage done to any of the said lifts due to the mis-use of
the said lifts by the Tenant, his servants, agents, visitors or
customers.
(3) All fire fighting equipments as installed in the said premises and
the said building shall be and remain the property of the Landlord
and the Tenant shall take due care thereof and in particular the
Tenant shall not allow or cause any of such equipments to be
interfered with or moved to any other position. The Tenant shall
further pay the annual recharge fees for all the fire-extinguishers
as installed in the said premises.
(4) In the event of the said premises at any time during the said term
being damaged or destroyed by fire or by any other cause (not
attributable to the act default or negligence of the Tenant) so as
to be completely unfit for use this Agreement shall automatically
terminate whereupon the Tenant shall forthwith deliver up vacant
possession of the entire premises to the Landlord and neither party
shall have any claim against the other except for antecedent
breaches, if any.
(5) If for any reason whatsoever the rateable value of the said premises
is increased to a figure in excess of the rateable value as at the
date hereof or if the Rates payable in respect of the said premises
shall be increased then and in any such case the Tenant shall during
the continuance of the term of this Agreement bear such increase in
Rates.
(6) If for any reason whatsoever the Rates of the said premises are
increased to a figure in excess of the Rates at the date hereof by
reason of any decoration alteration or other works or improvements
carried out by the Tenant on the said premises then and in any such
case the Tenant shall during the continuance of the term of this
Agreement bear the increase in Rates and the amount of such increase
or increases shall form part of the rent and be paid by and be
recoverable from the Tenant accordingly.
(7) The Landlord shall not be under any liability whatsoever to the
Tenant or to any other person whomsoever in respect of any loss or
damage to person or property sustained by the Tenant or to any other
person caused by or through or in any way owing to the
7
overflow of water, bursting or leakage of any water pipes, waste
water pipes, drains of any description, overflow of water-closet
cistern or leakage of water-taps or sprinklers or the escape of
fumes smoke fire or any other substance or thing from anywhere
within me said building or breakage or want of repair of any part of
the fixtures or other plant or equipment including "fire alarm" or
"sprinkler" or other fire service installations and the Tenant shall
fully and effectually indemnify the Landlord from and against all
claims and demands actions and legal proceedings whatsoever made
upon the Landlord by any person in respect of any loss, damage or
injury caused by or through or in any way owing to the overflow of
water or the escape of fumes smoke fire or any other substance or
thing from the said premises owing to the neglect or default of the
Tenant, his servants, visitors, agents or licensees or to the
defective or damaged condition of the interior of the said premises
for which the Tenant is responsible hereunder and against all costs
and expenses incurred by the Landlord in respect of any such claim
or demand.
(8) The Landlord shall not be in any way responsible to the Tenant for
any damage to the said premises or the contents thereof or to the
Tenant's business including structural defects of the said building
or damage caused directly or indirectly by the malfunction or
failure of any of the lifts or the water pumps or of the electrical
equipment wiring or apparatus or by water seepage from the upper
floors or windows of the said building or by floods from the hills,
landslide, typhoon, storms, lightning or rain or by any other
unforeseen calamities.
(9) The Tenant hereby expressly declares that he waives any claim for or
entitlement to any compensation or awards, under the provisions of
the Demolished Buildings (Redevelopment of Sites) Ordinance or any
amending or substituting legislations in respect thereof and that
the Tenant shall indemnify the Landlord for any claims actions
demands arising from the non-observance or non-compliance of the
terms contained in this sub-clause.
(10) The Tenant hereby expressly declares that he has paid no premium,
construction fee, key money or other sums of money of a similar
nature for securing the tenancy and that at the expiration or sooner
determination of this Agreement the Tenant will not invoke or seek
to avail himself of any protection which may or shall hereafter be
afforded by any ordinance or regulation of Hong Kong protecting
tenants or lessees from eviction but will promptly and punctually
quit and deliver up vacant possession of the entirety of the said
premises at the expiration of this Agreement or sooner determination
as aforesaid.
(11) To secure the due performance and observance of the stipulations or
conditions herein contained the Tenant shall on the signing of this
Agreement pay to the Landlord by way of deposit the sum of
$317,700.00 -- the receipt whereof the Landlord hereby acknowledges.
At the expiration or sooner determination of this Agreement and
provided that the said rent and other sums of money hereby
stipulated shall have been
8
duly paid on due dates and all other terms and conditions
hereinbefore contained duly performed and observed by the Tenant
then within the period of seven days after the Tenant shall have
duly delivered up vacant possession of the entire said premises to
the Landlord, the Landlord shall return to the Tenant the said
deposit money but without any interest. The said deposit money shall
be absolutely forfeited to the Landlord if the Tenant shall fail to
perform or observe any of the terms or conditions herein contained,
without prejudice to the Landlord's right to claim for damages or
breach of contract.
(12) Any notice under this Agreement shall be in writing and any notice
to the Tenant shall be sufficiently served if left addressed to him
at the said premises or any part thereof or sent to him by
registered post or left at his last known address in Hong Kong and
any notice to the Landlord shall be sufficiently served if sent to
it by registered post or left at its last known address in Hong
Kong.
(13) For the purpose of these presents any act default or omission of the
agents, licensees, workmen, servants, visitors or customers of the
Tenant shall be deemed to be the act default or omission of the
Tenant.
(14) For the purpose of the Landlord and Tenant (Consolidation)
Ordinance, Cap. 7 and for the purpose of these presents the rent in
respect of the said premises shall be deemed to be in arrear if not
paid in advance as stipulated by Clause 1 hereof.
5. It is hereby further declared and acknowledged by the parties hereto that
Associated Development Co. Ltd. (hereinafter called "the said Company") is the
registered owner of the premises and that Xxx Xxxxx Property Management Limited
is the lawful attorney and agent of the said Company; the term "Landlord"
wherever appears in this Agreement shall include the said Company.
6. All costs and expenses of and incidental to the preparation completion
stamping and registration (if any) of this Agreement shall be borne and paid by
the Landlord and the Tenant in equal shares. Where the tenancy is one to which
Part V of the Landlord & Tenant (Consolidation) Ordinance applies, the Tenant
shall also bear the costs of Messrs. Chan, Evans, Xxxxx & To in the posting of
notices in compliance with the said Ordinance.
7. It is hereby declared that in these presents if the context permits or
requires words importing the singular number shall include the plural number and
words importing the masculine gender shall include the feminine gender and the
neuter gender.
8. The Tenant shall be at liberty to terminate this Agreement after the
expiration of THIRTEEN MONTHS from the date of commencement of the tenancy
created herein by giving to the Landlord at least one calendar month's previous
notice in writing of its intention so to do (such notice only to expire on the
last day of any calendar month).
9
AS WITNESS the respective hands of the parties hereto the day and year first
above written.
SIGNED by XXXXX XXXX YUI Director ) FOR AND ON BEHALF OF
) XXX XXXXX PROPERTY MANAGEMENT LIMITED
for and on behalf of the Landlord whose )
) /s/ XXXXX XXXX YUI
signature is verified by:- )
/s/ PATRICK P.W. TO
PATRICK P.W. TO
Solicitor,
Hong Kong
For and on behalf of
SIGNED by Xxxx Mo Xxx ------- ) EURO TECH (FAR EAST) LTD
) [Chinese Translation Omitted]
---------------- for and on behalf of )
) /s/
the Tenant in the presence of:- ) -----------------------------
Authorized Signature
/s/ PATRICK P.W. TO
PATRICK P.W. TO
Solicitor,
Hong Kong
INTERPRETED by:-
/s/ Xxxxx Xxxx Xxxx
Xxxxx Xxxx Xxxx
Clerk to Messrs. Chan, Evans, Xxxxx & To,
Solicitors, Hong Kong.
RECEIVED on the day and year first above )
written of and from the Tenant the above- )
mentioned deposit of )
DOLLARS THREE HUNDRED SEVENTEEN ) HK$317,700.00
THOUSAND AND SEVEN HUNDRED ONLY ) =============
Hong Kong Currency.
FOR AND ON BEHALF OF
XXX XXXXX PROPERTY MANAGEMENT
LIMITED
/s/ XXXXX XXXX YUI
WITNESS:-
/s/ PATRICK P.W. TO
PATRICK P.W. TO
Solicitor,
Hong Kong
