EXHIBIT 10.20
DATED THE 19TH DAY OF NOVEMBER 1997
LAI SUN DEVELOPMENT COMPANY LIMITED
AND
NEWTECH (HONG KONG) LIMITED
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TENANCY AGREEMENT
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Premises : Unit 1102 on the 11th Floor of Tower 11 of Xxxxxx Sha
Wan Plaza, No. 833 Xxxxxx Sha Wan Road erected on
New Xxxxxxx Xxxxxx Xxx Xx. 0000
Xxxx : From 13/10/1997 to 12/10/1999
Rent : HK$ 42,200.00
M/F & A/C : HK$ 7,385.00
Deposit : HK$ 156,435.00
Rent-free : 31 days
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REGISTERED in the Land Registry
by Memorial No. 7369172
on 17 December 1997
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LO AND LO
SOLICITORS &c.
HONG KONG
1 PREMISES, TERM AND RENT................................................. 1
/bullet/ THE SAID PREMISES
/bullet/ THE SAID BUILDING
/bullet/ THE SAID TERM
2 DEPOSIT ................................................................ 2
2.1 Payment of deposit......................................... 2
/bullet/ THE SAID DEPOSIT
2.2 Increase in deposit........................................ 3
3 TENANT'S OBLIGATIONS.................................................... 3
3.1 Payment of rent............................................ 3
/bullet/ THE SAID RENT
/bullet/ THE SAID MANAGEMENT AND AIR-CONDITIONING FEES
3.2 Payment of rates etc....................................... 4
3.3 Payment of government rent................................. 4
3.4 Payment of outgoings....................................... 4
3.5 Autopay ................................................... 5
3.6 Fitting out................................................ 5
3.7 Good repair of interior.................................... 5
3.8 Cleansing of drains........................................ 7
3.9 Removal of garbage......................................... 7
3.10 Directory board........................................... 8
3.11 Good repair of fire fighting and security equipment....... 8
3.12 Protection from typhoon................................... 8
3.13 Air-conditioning of premises.............................. 8
3.14 Security system........................................... 9
3.15 Entry on premises......................................... 9
3.16 Execution of repairs...................................... 9
3.17 Keep premises open for business........................... 10
/bullet/ THE SAID NORMAL BUSINESS HOURS
3.18 Loading of food........................................... 10
3.19 Damage & defects.......................................... 10
3.20 Comply with regulations................................... 11
/bullet/ THE REGULATIONS
3.21 Comply with Ordinances etc ............................... 11
3.22 Default of agents etc .................................... 11
3.23 Building rules............................................ 11
/bullet/ THE MANAGER
/bullet/ THE SAID DEED OF MUTUAL COVENANT
3.24 User...................................................... 11
/bullet/ THE SAID USER
3.25 Preparation of food....................................... 12
3.26 Goods..................................................... 12
3.27 Noise..................................................... 13
3.28 Nuisance.................................................. 13
3.29 Compliance with Crown lease............................... 13
/bullet/ THE LAND
/bullet/ THE CROWN LEASE
3.30 Guns and ammunition...................................... 13
3.31 Alterations.............................................. 13
3.32 Installation of electrical wiring........................ 14
3.33 Use of toilet facilities................................. 14
3.34 Damage to installations.................................. 15
3.35 Signs.................................................... 15
3.36 Locks.................................................... 16
3.37 Obstruction of passages.................................. 16
3.38 Cables and wiring ....................................... 16
3.39 Assignment .............................................. 16
3.40 Animals.................................................. 17
3.41 Touting.................................................. 17
3.42 Heavy machinery ......................................... 17
3.43 Fire grilles ............................................ 18
3.44 Yield up premises........................................ 18
3.45 Electrical and telephone wiring ......................... 19
3.46 Aerials.................................................. 19
3.47 Prohibited names......................................... 19
3.48 Auctions & sale.......................................... 19
3.49 Breach of insurance policy............................... 19
4 LANDLORD'S OBLIGATIONS.................................................. 19
4.1 Property tax.............................................. 20
4.2 Quiet enjoyment........................................... 20
4.3 Air-conditioning.......................................... 20
5 OTHER TERMS AND CONDITIONS.............................................. 20
5.1 Sale and redevelopment.................................... 21
5.2 Interest and disconnection of electricity etc............. 21
5.3 Alterations to systems.................................... 22
5.4 Default in payment of rent................................ 22
5.5 Re-entry.................................................. 22
5.6 Acceptance of rent........................................ 23
5.7 Overflow of water......................................... 23
5.8 Abatement of rent......................................... 23
5.9 Landlord not liable for breakdown......................... 24
5.10 Deemed default of Tenant................................. 24
5.11 Distress of rent......................................... 24
5.12 Condoning not a waiver................................... 24
5.13 Permission to enter and view ............................ 25
5.14 Notices.................................................. 25
5.15 Insurance ................................................25
5.16 Additional air-conditioning ............................. 26
5.17 Change of name of building .............................. 26
5.18 Alterations to building ................................. 26
5.19 Functions ~ display ..................................... 27
5.20 Public address system ................................... 27
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5.21 Wilful suspension etc.................................... 27
5.22 Indemnity................................................ 27
5.23 Regulations.............................................. 28
5.24 Security................................................. 28
5.25 Interpretation........................................... 28
6 SPECIAL CONDITIONS ..................................................... 28
7 COSTS................................................................... 29
8 HEADINGS & INDEXES...................................................... 29
9 KEY MONEY............................................................... 29
10 NO WARRANTY ........................................................... 29
FIRST SCHEDULE............................................................ 30
Particulars and Special Conditions
/bullet/ THE LANDLORD
/bullet/ THE TENANT
/bullet/ THE SAID PREMISES
/bullet/ THE SAID TERM
/bullet/ THE SAID RENT
/bullet/ THE SAID MANAGEMENT AND AIR-CONDITIONING FEES
/bullet/ THE SAID DEPOSIT
/bullet/ THE SAID USER
/bullet/ THE SAID NORMAL BUSINESS HOURS
/bullet/ SPECIAL CONDITIONS
SECOND SCHEDULE........................................................... 33
Fitting Out Regulations
/bullet/ THE WORKS
/bullet/ THE TENANT'S PLANS
/bullet/ THE VETTING FEES
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THIS AGREEMENT is made the day of 199
BETWEEN
(1) the party detailed as the Landlord in Part 1 of First Schedule (hereinafter
called "the Landlord" which expression shall where the context permits
include its successors and assigns) of the one part and
(2) the party detailed as the Tenant in Part 2 of First Schedule (hereinafter
called "the Tenant") of the other part.
WHEREBY IT IS AGREED as follows:
1 PREMISES, TERM AND RENT
The Landlord shall let and the Tenant shall take ALL THOSE premises
(hereinafter referred to as "the said premises") forming part of all that
building (hereinafter referred to as "the said building") which said
premises and said building are more particularly described and set out in
Part 3 of First Schedule TOGETHER with the use in common with the Landlord
and all others having the like right of the entrances, staircases,
landings, passages and lavatories in the said building in so far as the
same are necessary for the proper use and enjoyment of the said premises
and except in so far as the Landlord may from time to time restrict such
use And Together Also with the use in common as aforesaid of the escalators
and lifts in the said building (if any and whenever the same shall be
operating) for the term set out in Part 4 of First Schedule (hereinafter
referred to as "the said term") YIELDING AND PAYING therefor throughout
such rent per calendar month and other charges as are from time to time
payable in accordance with the provisions set out below which sums shall be
payable exclusive of rates in advance clear of all deductions and right to
set off (whether legal or equitable), the first payment to be made in full
by the Tenant on his signing of this Agreement notwithstanding the
rent-free period (if any) granted hereunder, and all subsequent payments to
be made on the first (1st) day of each and every calendar month in respect
of which such sums are payable Provided that the second and the last of
such payments shall be apportioned according to the number of days in the
month included in the said term and remaining unpaid.
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2 DEPOSIT
2.1 PAYMENT OF DEPOSIT
The Tenant shall on the signing of this Agreement pay to the Landlord
the deposit as set out in Part 7 of First Schedule (hereinafter
referred to as "the said deposit"). The said deposit is paid to the
Landlord to secure the due observance and performance by the Tenant of
the agreements obligations stipulations terms and conditions herein
contained and on the Tenant's part to be observed and performed. In
the event the Tenant shall commit or suffer to be committed a breach
of any of the terms and conditions herein or if the Tenant or another
person in whom for the time being the said term shall be vested shall
become bankrupt or enter into any arrangements with creditors or
suffer any prosecution in respect of the non-payment of any money due
to the Hong Kong Government then and in any of the said cases it shall
be lawful for the Landlord at any time thereafter to re-enter upon the
said premises or any part thereof in the name of the whole and
thereupon this Agreement shall absolutely determine on which event the
said deposit shall be absolutely forfeited to the Landlord but without
prejudice to any other right or remedy hereunder of the Landlord in
respect of any breach of the terms and conditions herein contained and
on the part of the Tenant to be observed and performed.
Notwithstanding the foregoing the Landlord may in any such event at
its option elect not to terminate this Agreement but to deduct from
the said deposit the amount of any rent, management and
air-conditioning fees, rates and other charges payable hereunder and
any costs expenses loss or damage sustained by the Landlord as a
result of any non-observance or non-performance by the Tenant of any
of the said agreements obligations stipulations terms or conditions.
In the event of any deduction being made by the Landlord from the said
deposit in accordance herewith during the currency of this Agreement
the Tenant shall forthwith on demand by the Landlord make a further
deposit or deposits equal to the amount so deducted and failure by the
Tenant so to do shall entitle the Landlord forthwith to re-enter upon
the said premises and to determine this Agreement as hereinbefore
provided. Subject as aforesaid, and provided that the Tenant shall
fully and faithfully comply with all his obligations hereunder, the
said deposit without interest thereon shall be refunded to the Tenant
by the Landlord within thirty (30) working days after the expiration
or sooner determination of this Agreement and the delivery of vacant
possession to the Landlord OR within thirty (30) working days of the
settlement of the last outstanding claim by the Landlord against the
Tenant in respect of any breach,
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non-observance or non-performance of any of the said agreements
obligations stipulations terms or conditions on the part of the Tenant
to be observed and performed whichever is the later PROVIDED that if
any of the fixtures partitions fittings or fire fighting equipment on
the said premises shall be found to be damaged or destroyed upon the
termination of this Agreement they shall forthwith be repaired or
replaced (as the case may require) by the Tenant failing which the
Landlord shall be entitled to repair or replace the same (as the case
may require) and deduct the expense therefor from the said deposit
before returning the balance to the Tenant and if the said deposit
shall be insufficient then the deficit shall forthwith be made good by
the Tenant to the Landlord.
2.2 INCREASE IN DEPOSIT
During the said term the Tenant shall maintain the said deposit at the
sum equal to three (3) months' rent and management and
air-conditioning fees and one (1) quarter's rates (as estimated by the
Landlord or as assessed by the Government, as the case may be) in the
event that the rent or the management and air-conditioning fees or the
rates shall be increased the Tenant shall forthwith on demand pay to
the Landlord the additional amount to make up the said deposit.
3 TENANT'S OBLIGATIONS
The Tenant to the intent that the obligations hereunder shall continue
throughout the said term hereby agrees with the Landlord as follows:
3.1 PAYMENT OF RENT
To pay on the days and in the manner hereinbefore provided without any
deduction:
3.1.1 the rent (exclusive of rates and all other outgoings) set
out in Part 5 of First Schedule (hereinafter referred to as
"the said rent"); and
3.1.2 the management and air-conditioning fees from time to time
payable in respect of the said premises (hereinafter
referred to as "the said management and air-conditioning
fees") and all other charges. At the commencement of the
said term, the said management and air-conditioning fees is
determined to be such sum as set out in Part 6 of First
Schedule. Should the said management and air-conditioning
fees be increased or other charges legitimately be imposed
in respect of the said premises, such
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amount of the said management and air-conditioning fees as
increased or other charges so imposed shall be payable by
the Tenant.
3.2 PAYMENT OF RATES ETC.
To pay and discharge punctually all rates, taxes, assessments, duties,
charges, impositions and outgoings of an annual or recurring nature
now or at any time hereafter to be assessed, imposed levied or charged
by the Hong Hong Government or other lawful authority upon the said
premises or upon the owner or occupier thereof property tax only
excepted). Without prejudice to the generality of this Clause the
Tenant shall pay all rates imposed on the said premises in the first
place to the Landlord who shall settle the same with the Hong Kong
Government and in the event of the said premises not yet having been
assessed to rates the Tenant shall pay to the Landlord a sum equal to
the rates which would be charged by the Hong Kong Government on the
basis of a rateable value equal to twelve (12) months' rent payable by
the Tenant on account of the Tenant's liability under this C1ause.
3.3 PAYMENT OF GOVERNMENT RENT
To pay to the Landlord in advance quarterly all government rent
(hereinafter referred to as "the said government rent") as determined
by the government or be due proportion (as may be determined by the
Landlord in its absolute discretion) of the aggregate government rent
payable in respect of the land or portion thereof, the first payment
of the said government rent be made on the signing of this Agreement
and all subsequent quarterly payments to be made on the first day of
each and every succeeding quarter. Without prejudice to the generality
of this condition, the Tenant shall pay the said government rent in
the first place to the Landlord who shall settle the same with the
Kong Government and in the event of the said premises not yet having
been assessed to government rent the Tenant shall pay to the Landlord
a sum equal to the rates payable by the Tenant in respect of the said
premises Provided that the deficiency or overpayment (if any) shall be
settled by the parties forthwith upon assessment of government rent.
3.4 PAYMENT OF OUTGOINGS
To pay and discharge punctually during the said term all charges for
gas, water, electricity, telephone rental and other outgoings now or
at any time hereafter consumed by the Tenant and chargeable in respect
of the said premises and to
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pay all necessary deposits for the supply of electricity and other
services to the said premises.
3.5 AUTOPAY
To, if so required by the Landlord, settle and effect payments of the
said rent, the said management and air-conditioning fees, the rates
and all other charges payable hereunder in respect of the said
premises by way of autopay to such bank(s) and account(s) as the
Landlord may direct from time to time.
3.6 FITTING OUT
3.6.1 To fit out the interior of the said premises in accordance
with such plans and specifications as shall have been first
submitted by the Tenant to and approved in writing by the
Landlord in the manner set out in Second Schedule in a good
and proper workmanlike fashion using good quality materials
and in all respects in a style appropriate to a first class
office.
3.6.2 The Tenant shall employ, at his own expense, only the
Landlord's nominated consultants or contractors for the
purpose of design appraisal, carrying out, installing and
maintaining all such works associated with the connection of
all electrical and mechanical engineering works and
arrangements including but not confined to sprinkler system,
security system, plumbing and drainage system,
air-conditioning system and all their ducting and control
units in the said premises or from the said premises to the
relevant main systems in the said building.
3.6.3 In carrying out any approved work hereunder, the Tenant
shall and shall cause his servants agents contractors and
workmen to cooperate fully with the Landlord and with other
tenants or contractors carrying out any work in the said
building. The Tenant shall obey and cause his servants
agents contractors and workmen to obey and comply with all
instructions and directions which may be given by the
Landlord its servants agents or other authorized
representatives in connection with the carrying out of such
work.
3.7 GOOD REPAIR OF INTERIOR
To keep all the interior of the said premises including the flooring,
interior plaster or other finishes or rendering to walls, floors,
ceilings and the shop fronts (if any) of the said premises and the
Landlord's fixtures fittings and
5
additions therein (if any) including all doors, windows, sprinkler
system, electrical and/or gas or other utility installations and
wiring plant and ducting and internal decorations in good, clean and
tenantable repair and condition and as may be appropriate from time to
time properly painted and decorated and so to maintain the same at the
expense of the Tenant and to deliver up the same to the Landlord at
the expiration or sooner determination of the said term in like
condition. In particular, but without in any way limiting the
foregoing:
3.7.1 Replacement of windows
To reimburse to the Landlord the cost of replacing all
broken and damaged windows of the said premises (or
elsewhere if used exclusively by the Tenant) whether the
same be broken or damaged by the negligence of the Tenant or
by circumstances beyond the control of the Tenant.
3.7.2 Repair of electrical installations
To repair or replace, if so required by the appropriate
supply company, statutory undertaker or authority as the
case may be under the terms of any Electricity Supply or
similar Ordinance for the time being in force or any Orders
in Council or Regulations made thereunder, all electrical
wiring installations and fittings within the said premises
from the Tenant's meter(s) to and within the same.
3.7.3 Good repair of lavatories
To, at the expense of the Tenant, keep the lavatories and
water apparatus as are located within the said premises or
elsewhere if used exclusively by the Tenant his servants
agents and licensees in good, clean, hygienic and tenantable
state and in proper repair and condition at all times during
the said term to the satisfaction of the Landlord and in
accordance with the Regulations or bye-laws of all Public
Health and other Government authorities concerned.
3.7.4 Cleaning of windows
To keep the said premises including all external windows and
lights at all times in a clean and sanitary state and
condition.
3.7.5 Replacement of damaged bulbs
6
To reimburse to the Landlord the cost of replacing any
damaged, broken, defective or burned out electric light
bulbs, tubes and globes in the said premises which may be
provided by the Landlord.
3.7.6 Indemnification of Landlord
To be wholly responsible for any loss, damage or injury
caused to any other person whomsoever directly or indirectly
through the defective or damaged condition of any part of
the interior of the said premises or any fixtures or
fittings therein for the repair of which the Tenant is
responsible hereunder or in any way owing to the spread of
fire or smoke or overflow of water from the said premises or
any part thereof or through the act or default of the Tenant
his servants agents licensees or customers, and to make good
the same by payment or otherwise, and to indemnify the
Landlord against all actions, proceedings, claims and
demands whatsoever made upon the Landlord by any person in
respect of any such loss, damage or injury and all costs and
expenses incidental thereto, and to effect adequate
insurance cover in respect of such risks at the discretion
of the Landlord.
3.7.7 Cleaning contractor
To employ a cleaning contractor at his sole expense for
cleaning the said premises as may be approved by the
Landlord.
3.8 CLEANSING OF DRAINS
To keep in good order and condition all the drains and pipes
in the said premises and to pay on demand to the Landlord or
its agent the cost incurred by the Landlord in cleansing,
clearing, repairing or replacing any of the drains piping or
other plumbing choked or stopped up owing to careless or
improper use by the Tenant, his servants, agents,
assistants, licensees, customers, workmen, visitor or any
persons authorized by him.
3.9 REMOVAL OF GARBAGE
3.9.1 To be responsible at his own expense for the removal of
garbage and refuse from the said premises to such location
as shall be specified by the Landlord or its agents from
time to time and to use only that type of refuse container
as is specified by the Landlord or its agents from time to
time.
7
3.9.2 In the event of the Landlord providing a collection services
for refuse and garbage the same shall be used by the Tenant
to the exclusion of any other similar service and the use of
such service provided by the Landlord shall be at the sole
cost of the Tenant.
3.9.3 To render full co-operation to the cleaning contractors and
the neighbouring tenants with a view to keeping the whole of
the said building at all times in a neat and tidy condition.
3.10 DIRECTORY BOARD
To pay the Landlord or its agents immediately upon demand the cost of
affixing, repairing, altering or replacing as necessary the Tenant's
name on the Directory Board (if any) provided by the Landlord. The
Tenant's name to appear on the Directory Board shall strictly be in
accordance with that appearing in this Agreement unless prior written
consent to name otherwise has first been obtained from the Landlord.
3.11 GOOD REPAIR OF FIRE FIGHTING AND SECURITY EQUIPMENT
To ensure at all times that all fire alarms, fire fighting equipment,
roller shutters (if any) and other equipment for security purposes (if
any) provided by the Landlord shall not be disrupted, interrupted,
damaged or caused to be defective through the act, default or neglect
of the Tenant, his servants, agents, licensees or customers.
3.12 PROTECTION FROM TYPHOON
To take all reasonable precautions to protect the interior of the said
premises from storm or typhoon damage.
3.13 AIR-CONDITIONING OF PREMISES
Where any plant machinery or equipment for cooling or circulating air
is installed in or about the said premises the Tenant will to the
extent of the Tenant's control over the same at all times use and
regulate the same to ensure that the air-conditioning plant is
employed to best advantage in the conditions from time to time and
without prejudice to the generality of the foregoing will operate and
maintain such air-conditioning plant within the said premises as the
Landlord may reasonably determine to ensure a reasonably uniform
standard of air cooling or conditioning throughout the said building.
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3.14 SECURITY SYSTEM
To ensure that his own security system within and at the entrance of
the said premises is at all times compatible with and linked up to the
security system for the said building provided and operated by the
Landlord (if any).
3.15 ENTRY ON PREMISES
3.15.1 To permit the Landlord, its agents and all persons
authorized by it with or without tools and workmen or others
and with or without appliances at all reasonable times to
enter and view the state of repair of the said premises, to
take inventories of the fixtures therein, to carry out any
works or repairs which are required to be done provided that
in the event of emergency the Landlord, its servants or
agents and all persons authorized by it may enter without
notice and forcibly if need be and, during the last three
(3) months of the said term, to show the said premises or
any part thereof to prospective tenants or purchasers.
3.15.2 To permit the Landlord and its other tenants and all persons
authorized by the Landlord to have the free and
uninterrupted use (in common with the Tenant) of all gas and
water pipes electricity and other wires flues and drains in
through and under the said premises.
3.16 EXECUTION OF REPAIRS
3.16.1 On receipt of any notice from the Landlord or its authorized
representatives specifying any works or repairs which are
required to be done by the Tenant and/or which are the
responsibilities of the Tenant hereunder, forthwith to put
in hand and execute the same with all possible dispatch and
without any delay.
3.16.2 If the Tenant shall at any time make default in the
performance of any of the agreements herein contained for or
relating to the repair decoration treatment preservation
protection or condition of the said premises then to permit
the Landlord and all persons authorized by the Landlord to
enter upon the said premises and repair decorate treat
preserve protect and make good the same at the expense of
the Tenant (but no such entry repair decoration treatment
preservation protection and marring good shall prejudice the
right of re-entry under the provisions hereinafter
contained) and to repay to the Landlord on demand the cost
of such repair
9
decoration treatment preservation protection and making good
including surveyor's and solicitor's fees and charges
reasonably incurred by the Landlord in respect thereto.
3.17 KEEP PREMISES OPEN FOR BUSINESS
To keep the said premises open for business at all reasonable times of
the year (except Sundays and public holidays) during the normal
business hours (as defined in Part 9 of First Schedule under the
designation "the said normal business hours") Provided that the said
normal business hours may be altered from time to time by the Landlord
at its discretion. Without prejudice to the generality of the
foregoing any suspension of the Tenant's business for a period of more
than seven (7) days without the prior consent of the Landlord shall
constitute a material breach of this provision entitling the Landlord
to determine this Agreement and to regain possession of the said
premises.
3.18 LOADING OF FOOD
To load and unload goods, food and food containers only at such times
and through such entrances and by such service lifts (if any) as shall
be designated by the Landlord for this purpose from time to time.
3.19 DAMAGE & DEFECTS
3.19.1 Notice of damage
To give notice to the Landlord or its agents of any damage
that may be suffered to the said premises and of any
accident to or defects in the water pipes, gas pipes (if
any), electrical wiring or fixtures or other facilities
provided by the Landlord provided always that the said
facilities of and in the said premises shall be maintained
at the Tenant's costs.
3.19.2 Common areas
To pay to or reimburse to the Landlord the cost of any
damage caused to any part of the common areas of the said
building occasioned by the Tenant his licensees employees
agents or contractors or any other person claiming through
or under the Tenant.
3.20 COMPLY WITH REGULATIONS
To observe and comply with the regulations or requirements
(hereinafter referred to as "the Regulations") stated in notices or
announcements from time
10
to time made or issued by the Landlord or its agent for the
maintenance and management of the said building including the time and
arrangement for operating the equipment, escalators, lighting and the
use of the entrance and passageways.
3.21 COMPLY WITH ORDINANCES ETC.
To obey and comply with and to indemnify the Landlord against the
breach of all ordinances, regulations, bye-laws, rules and
requirements of any Governmental or other competent authority relating
to the use and occupation of the said premises and the conduct and
carrying on of the Tenant's business on the said premises or to any
other act, deed, matter or thing done, permitted, suffered or omitted
therein or thereon by the Tenant or any employee, agent or licensee of
the Tenant.
3.22 DEFAULT OF AGENTS ETC.
To be responsible to the Landlord for the act, neglect, default or
omission of any contractor, servant, agent, visitor, customer and
licensee of the Tenant as if they were the acts, neglects, defaults or
omission of the Tenant himself and to indemnify the Landlord against
all costs claims demands expenses or liability to any third party in
connection therewith and for the purposes of this Agreement "licensee"
shal1 include any person present in, using or visiting the said
premises with the consent of the Tenant whether express or implied.
3.23 BUILDING RULES
To obey and comply strictly with the Regulations from time to time
adopted by the Landlord or the manager appointed (hereinafter called
"the Manager") in accordance with the Deed of Mutual Covenant and
Management Agreement and the Sub-Deed of Mutual Covenant relating to
the said building (if any), (hereinafter collectively called "the said
Deed of Mutual Covenant") so far as the same relate to the said
premises, and to conduct the business of the Tenant so as not to
prejudice the goodwill and reputation of the said building in which
the said premises are located as a first class commercial centre.
3.24 USER
3.24.1 User of premises
To use the whole of the said premises only for the purpose
set forth in Part 8 of First Schedule (hereinafter referred
to as "the said user") and not to use or permit the said
premises or any part thereof to be used for any purpose
other than as an office only and without
11
prejudice to the foregoing to obtain any licence approval or
permit required by the Government or any other competent
authority in connection with the Tenant's use or occupation
of the $aid premises prior to the commencement of the
Tenant's business and to maintain the same in force during
the currency of this tenancy and to indemnify the Landlord
against the consequences of a breach of this provision.
3.24.2 Illegal or immoral use
Not to use or permit or suffer the said premises to be used
for the purpose of gambling or for any improper, illegal or
immoral purpose or in any way so as to cause nuisance
annoyance inconvenience or damage to the Landlord or other
tenants or occupiers of the said building.
3.24.3 Sleeping on premises
Not to use or permit or suffer the said premises or any part
thereof to be used as sleeping quarters or as domestic
premises within the meaning of the Landlord and Tenant
(Consolidation) Ordinance (Cap. 7) or other similar
legislation for the time being in force nor to allow any
person to remain in the said premises overnight.
3.25 PREPARATION OF FOOD
Save and except where the permitted use of the said premises is
specifically for restaurant purposes not to prepare or permit or
suffer to be prepared any food in the said premises and not to cause
or permit any offensive or unusual odours to be produced upon, or to
permeate through or emanate from the said premises.
3.26 GOODS
Not to use or permit or suffer the said premises or any part thereof
to be used for the purpose of the manufacture of goods and merchandise
or for the storage of goods and merchandise other than in normal
quantities consistent with the nature of the Tenant's trade or
business carried on therein.
3.27 NOISE
Not to produce or permit or suffer to be produced any music or noise
(including sound produced by broadcasting or any apparatus or
equipment capable of producing, reproducing, receiving or recording
sound) so as to be audible outside
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the said premises which may be a nuisance or annoyance to the tenants
or occupiers of other premises in the said building.
3.28 NUISANCE
Not to do or permit or suffer to be done any act or thing which may be
or become a nuisance annoyance damage or disturbance to the Landlord
or to the tenants or occupiers of other premises in the said building
or in any adjoining or neighbouring building.
3.29 COMPLIANCE WITH CROWN LEASE
Not to do or permit or suffer to be done any act, deed, matter or
thing whatsoever which amounts to a breach of any of the terms and
conditions under which the Land (as defined in Part 3 of First
Schedule under the designation "the Land") is held from the Crown
(hereinafter referred to as "the Grown lease") or of the said Deed of
Mutual Covenant or whereby any insurance of the said building against
loss or damage by fire and/or claims by third parties for the time
being in force may be rendered void or voidable or whereby the premium
thereof may be increased Provided that if as a result of any act,
deed, matter or thing done permitted or suffered to be done by the
Tenant, the premium on any such policy of insurance shall be
increased, the Landlord shall be entitled at its option either to
terminate this Agreement or to continue the same upon payment by the
Tenant of the increased premium and upon such other terms and
conditions as the Landlord may, at its discretion, think fit to
impose. The Tenant shall indemnify the Landlord against any breach,
non-observance or non-performance of any terms of the Crown lease or
the said Deed of Mutual Covenant.
3.30 GUNS AND AMMUNITION
Not to keep or store or cause or permit or suffer to be kept or stored
in the said premises any arms, ammunition, gun-powder, salt-xxxxx,
kerosene or other explosive or combustible substance or goods of a
hazardous nature.
3.31 ALTERATIONS
3.31.1 Not to make or permit any alterations or additions nor to
put up any fixtures, partition or other erection on any part
of the said premises nor to pull down, alter or remove any
portions of the doors windows partitions fixtures and
fittings thereof nor to make any alterations in the
architectural features of facing or to the electrical
installation or wiring thereof nor to install any
air-conditioning
13
unit, plant, apparatus or machinery nor to cut maim or
injure or suffer to be cut maimed or injured any doors
windows walls partitions fixtures or fittings thereof
without the previous consent in writing of the Landlord or
its agents in accordance with the provisions hereof. At the
expiration or sooner determination of this Agreement the
Tenant shall at his own expense remove all alterations,
decoration or partitions so erected or installed by the
Tenant and restore the said premises to their original
tenantable state upon being required so to do by the
Landlord.
3.31.2 In carrying out any approved work in accordance with the
provisions of this Clause the Tenant, his servants agents
contractors and workmen shall obey and comply with all
instructions and directions which may be given by the
Landlord or other authorised representatives in connection
with the carrying out of such work.
3.31.3 Any fees or expenses incurred by the Landlord in connection
with the giving of consents hereunder shall be borne by the
Tenant.
3.32 INSTALLATION OF ELECTRICAL WIRING
Not to install any electrical wiring in the said premises or any part
thereof ( without the previous written consent of the Landlord and in
accordance with the provisions hereof and in carrying out any work to
the electrical installation and/or wiring, the Tenant shall use only a
contractor previously approved by the Landlord in writing for the
purpose.
3.33 USE OF TOILET FACILITIES
Not to use or permit or suffer the toilet facilities provided by the
Landlord to be used for any purpose other than that for which they are
intended and not to throw or permit or suffer to be thrown therein any
foreign substance of any kind and the Tenant shall pay to the Landlord
on demand the whole expense of any o breakage, blockage or damage
resulting from a violation of this Clause.
3.34 DAMAGE TO INSTALLATIONS
3.34.1 Not to damage xxxx or deface or permit or suffer to be
damaged marked or defaced any structures, fixtures,
decorations, installations, outside the said premises
including air-conditioning units, cloakroom, service
pantries, halls, passages, staircases, drainage wells,
walls, ceilings, and to pay on demand to the
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Landlord the cost and expenses incurred by the Landlord In
repairing making good such damage or cleaning the same.
3.34.2 Not without the consent of the Landlord to drive or insert
or permit or suffer to be driven or inserted any nails,
screws, hooks, brackets or similar articles into the
ceiling, doors, walls, window beams or floor of the said
premises.
3.34.3 To reimburse to the Landlord or its agent the cost of making
good replacing or removing any air-conditioning units or
sprinkler system or other part of such apparatus or
installation within the said premises which is damaged or
rendered defective by the Tenant.
3.35 SIGNS
Not to exhibit display erect put up or affix within or on the exterior
of the said premises or to or through any windows thereof or in any
common area of the said building any advertising sign, signboard,
notice, decoration placard, neon light of any kind or other thing
whatsoever whether illuminated or not which may be visible from
outside the said premises unless the size and design are first
approved in writing by the Landlord and the Director of Buildings and
Lands if such approval is necessary under special condition no. 21 of
New Grant No. 11878 and provided the same does not extend beyond the
exterior boundary of the said premises. The Tenant shall not display
any name-plate or signboard other than that of the Tenant only at the
entrance to the said premises, the size and position of such
name-plate or signboard shall be subject to the approval of the
Landlord and any approval to be granted shall be subject to such
conditions as the Landlord may think fit and the Landlord shall have
right to remove at the cost and expense of the Tenant any signboard,
sign decoration or thing which shall be affixed put up exhibited or
displayed without the prior approval of the Landlord.
3.36 LOCKS
Not without the previous written consent of the Landlord, to alter the
existing locks, bolts and fittings on the entrance door(s) to the said
premises, nor to install any additional locks, bolts or fittings
thereon.
3.37 OBSTRUCTION OF PASSAGES
Not to encumber or obstruct or permit to be encumbered or obstructed
with any boxes packaging or other obstruction of any kind or nature
any of the
15
entrances, staircases, landings, passageways, lifts, lobbies or other
parts of the said building in common use and not to leave rubbish or
any other article or thing in any part of the said building not in the
exclusive occupation of the
3.38 CABLES AND WIRING
Not to lay install affix or attach any wiring, cables or other article
or thing in or upon any of the entrances, staircases, landings,
passageways, lobbies or public areas.
3.39 ASSIGNMENT
Not to assign underlet or otherwise part with the possession of the
said premises or any part thereof in any way whether by way of
subletting lending sharing or other means whereby any person or
persons not a party to this Agreement obtains or obtains 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, and in the event of any such transfer sub-letting sharing
assignment or parting with the possession of the said premises
(whether for monetary consideration or not) this Agreement shall at
the option of the Landlord absolutely determine and the Tenant shall
forthwith surrender and vacate the said premises on notice to that
effect from the Landlord. The tenancy hereby created shall be personal
to the Tenant named in Part 2 of First Schedule and without in any way
limiting the generality of the foregoing the following acts and events
shall, unless approved in writing by the Landlord, be deemed to be
breaches of this Clause:
3.39.1 In the case of the Tenant being a partnership the taking in
of one or more new partner(s) whether on the death or
retirement of an existing partner or otherwise.
3.39.2 In the case of the Tenant being an individual (including a
sole surviving partner or a partnership tenant) the death
insanity or 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.
3.39.3 In the case of the Tenant being a corporation any take-over
reconstruction amalgamation merger voluntary liquidation or
16
voting shares or who otherwise has or have effective control
general.
3.39.4 The giving by the Tenant of a Power of Attorney or similar
authority whereby the donee of the Power obtains the right
to use possess occupy or enjoy the said premises or any part
thereof or does in fact use possess occupy or enjoy the
same.
3.39.5 The change of the Tenant's business name without the
previous written consent of the Landlord which consent shall
not be unreasonably withheld or delayed.
3.40 ANIMALS
Not to keep or permit or suffer to be kept any animals or pets inside
the said premises and to take all such steps and precautions to the
satisfaction of the Landlord to prevent the said premises or any part
thereof from becoming infested by termites, rats, mice, cockroaches or
any other pest or vermin and for better observance of this provision
the Landlord may require the Tenant to employ at the Tenant's cost
such pest extermination contractors as the Landlord may nominate and
at such intervals as the Landlord may direct.
3.41 TOUTING
Not to permit any touting or soliciting for business or distributing
of any pamphlets, notices or advertising matter to be conducted
outside or near the said premises or in any part of the said building
by any of the Tenant's servants, agents or licensees
3.42 HEAVY MACHINERY
Not to move any safe, heavy machinery, equipment or fixtures in and
out of the said building or install or permit or suffer to be
installed in the said premises any such safe, heavy machinery,
equipment or fixtures without first obtaining the Landlord's written
consent. The intention being that no weight shall be imposed on any
part of the flooring in excess of that for which it was designed. The
Landlord shall be entitled to prescribe the maximum weight and
permitted location of such safe, heavy machinery, equipment or
fixtures. The Tenant shall keep the Landlord indemnified against all
damages sustained by any person or property and of any damages or
moneys paid out by the Landlord in settlement of any claim or
judgement as well as legal costs incurred in connection therewith and
all costs incurred in repairing any damage to the said premises or
17
the said building and its appurtenances resulting from movement of any
safe, heavy machinery, equipment or fixtures.
3.43 FIRE GRILLES
Not to erect affix install or attach in/on/at the door(s) or
entrance(s) of the said premises any metal grille or shutter or gate
which shall in any way contravene the regulations of the Fire Services
Department or other competent authority concerned from time to time in
force and/or which may in any way impede the free and uninterrupted
passage over through and along any of the entrances, staircases,
landings, passageways, lifts, lobbies or other parts of the said
building in common use. The design colour and installation of any
metal grille or shutter or gate shall be subject to the prior written
approval of the Landlord.
3.44 YIELD UP PREMISES
To quietly yield up the said premises together with all fixtures,
fittings and additions therein and thereto at the expiration or sooner
determination of this Agreement in good, clean and tenantable repair
and condition in accordance with the stipulations herein contained and
to the satisfaction of the Landlord or the Landlord's representatives
notwithstanding any rule of law or equity to the contrary Provided
That all personal property, trade fixtures and fittings alterations
and additions therein and thereto of the Tenant of a non-structural
nature with or without the Landlord's written consent shall, if so
required by the Landlord, be removed by and at the expense of the
Tenant at the expiration or sooner determination of this tenancy and
in such event the Tenant shall reinstate remove or do away with such
personal property, trade fixtures and fittings alterations and
additions and make good and repair in a good and workmanlike manner
all damage caused by such removal And thereupon to surrender to the
Landlord all keys giving access to all parts of the said premises held
by the Tenant and to remove at the Tenant's expense all lettering and
characters from all the doors, walls or windows of the said premises
and make good any damage caused by such removal.
3.45 ELECTRICAL AND TELEPHONE WIRING
To be responsible for all electrical wiring to the light fittings and
to the other electrical outlets installation in the said premises and
the connection thereof to the Electricity Authority meters, and to
make his own arrangements with The Hong Kong Telephone Company Limited
with regard to the installation of the telephones in the said
premises, but the installation of lines therefor outside the said
premises must be in accordance with the Landlord's directions. All
18
mechanic and electrical works must be carried out by the Landlord's
contractor only at the Tenant's own expense.
3.46 AERIALS
Not to affix to the external part of the said premises or to the said
building or any part thereof any aerial or similar apparatus.
3.47 PROHIBITED NAMES
Not to name or include in the name of the business or company operated
by the Tenant the name "Xxxxxx Sha Wan Plaza" or any name similar
thereto and not at any time to change the name of the business or
company to include any such name as aforesaid.
3.48 AUCTIONS & SALE
Not to conduct or permit any auction fare bankruptcy close out or
similar sale of things or properties of any kind to take place on the
said premises Provided that this provision shall not preclude the
conduct of genuine periodic seasonal or promotional sales.
3.49 BREACH OF INSURANCE POLICY
Not to cause or suffer or permit to be done any act or thing whereby
the policy or policies of insurance on the said building and/or
premises against damage by fire or liability to Third Parties for the
time being subsisting may become void or voidable or whereby the rate
of premium or premia thereon may be increased, and to repay to the
Landlord on demand all sums paid by the Landlord by way of increased
premium or premia thereon and all expenses incurred by the Landlord in
and about any renewal of such policy or policies arising from or
rendered necessary by a breach of this Clause.
4 LANDLORD'S OBLIGATIONS
The Landlord hereby agrees with the Tenant as follows:
4.1 PROPERTY TAX
To pay the Property Tax payable in respect of the said building during
the said term.
4.2 QUIET ENJOYMENT
That the Tenant on paying the said rent, management and
air-conditioning fees, rates and other outgoings hereby agreed to be
paid on the days and in manner herein provided for payment of the same
and observing and performing the agreements, stipulations and
conditions herein contained and on the Tenant's
19
part to be observed and performed shall peaceably hold and enjoy the
said premises during the said term without any interruption by the
Landlord or any person lawfully claiming under or in trust for the
Landlord.
4.3 AIR-CONDITIONING
4.3.1 The Landlord shall provide and maintain air-conditioning but
the Landlord shall not be liable to the Tenant nor shall the
Tenant have any claim against the Landlord in respect of any
interruption in any of the services hereinbefore mentioned
by reason of the necessary repair or maintenance of any
installation or apparatus or any damage thereto or
destruction thereof by fire water act of God or other cause
beyond the Landlord's control or by reason of electrical
mechanical or other defect or breakdown or faults or other
inclement conditions or unavoidable shortage of fuel
material water or labour or any act omission or negligence
of any contractor attendants watchmen or servants of the
Manager or the Tenant in or about the performance or
purported performance of any duty relating to the provision
of such services by any of them.
4.3.2 The Landlord reserves the right to change the days and hours
during which the central air-conditioning system is operated
in the said building. Unless and until otherwise changed,
the daily operating hours of the central air-conditioning
system in respect of the said premises are between the hours
of 8:00 a.m. and 6:00 p.m. from Mondays through Fridays
(both days inclusive) and between the hours of 8:00 a.m. and
1:00 p.m. on Saturdays and no air-conditioning on Sundays
and public holidays.
5 OTHER TERMS AND CONDITIONS
It is hereby further expressly agreed and declared as follows:
5.1 SALE AND REDEVELOPMENT
If at any time during the said term the Landlord shall resolve to
redevelop the said building or any part thereof whether wholly by
demolition and rebuilding or otherwise, or partially by renovation,
refurbishment or otherwise (which intention to redevelop shall be
sufficiently evidenced by a copy of a resolution of its Board of
Directors certified to be true and correct by its Secretary) or shall
have entered into any agreement for sale and purchase of the said
building or any part thereof which shall include the said premises,
then in any of such
20
events the Landlord shall be entitled to give not less than six (6)
months' notice in writing to terminate this Agreement. Immediately
upon the expiration of such notice, this Agreement shall be terminated
absolutely and neither party shall have any claim against the other in
respect thereof but without prejudice to the rights and remedies of
either party against the other in respect of any antecedent claim or
breach nor to the Tenant's right to the refund of deposit paid
hereunder.
5.2 INTEREST AND DISCONNECTION OF ELECTRICITY, ETC.
That if the Tenant shall have failed to pay the said rent on the date
specified in Clause 1 or shall have failed to pay the said management
and air-conditioning fees, rates and all outgoings in respect of the
said premises within fourteen (14) days after the same shall have
become payable (whether formally demanded or not) the Landlord shall
without prejudice to its other rights and remedies hereunder, be
entitled to charge and the Tenant shall pay interest on the arrears of
the said rent or the outstanding amount of the said management and
air-conditioning fees, rates and all outgoings thereof at the rate of
two and a half percent (2.5%) per month from the date the same are due
until payment together with all solicitor's costs and disbursements on
a solicitor and client basis incurred for demanding and enforcing
payment of the said arrears or outstanding sums in Court or otherwise
on demand and until payment the same shall be deemed a debt due and
payable by the Tenant to the Landlord Provided always that the
Landlord shall, in addition to the interest above, be entitled to
disconnect or cause to disconnect electricity and/or water supp1y to
the said premises in the event that any payment to be made to the
Landlord hereunder shall be more than fourteen (14) days in arrears
and the Tenant shall pay or indemnify the Landlord against al1 charges
and expenses for reconnecting such electricity and/or water supply to
the said premises.
5.3 ALTERATIONS TO SYSTEMS
The Tenant shall not make any alterations or additions to the
electrical and mechanical installation, air-conditioning ducting, the
plumbing and drainage system and sprinkler system of the said premises
unless and until the same shall first be approved by the Landlord. The
Tenant shall bear such consultation fees as may be charged by the
Landlord's consultants in respect of such approval and further the
Tenant shall at his sole expense employ the consultants and the
contractors as specified by the Landlord to carry out such approved
alterations or additions and upon determination of the tenancy hereby
21
created if upon being required by the Landlord the Tenant shal1
forthwith also employ such consultants and contractors at his own
expense to remove all such alterations and additions.
5.4 DEFAULT IN PAYMENT OF RENT
If the rent hereby agreed to be paid or any part thereof shall be
unpaid for fourteen (14) days after the same shall become payable
(whether legally or formally demanded or not) or if the Tenant shall
fail or neglect to observe or perform any of the agreements
stipulations or conditions herein contained and on the Tenant's part
to be observed and performed or if the Tenant shall become bankrupt,
or being a corporation shall go into liquidation (whether compulsory
or voluntary) for bankruptcy, or if any petition shall have been filed
against the Tenant or if any petition for the winding up of the Tenant
in case of a limited company shall have been filed, or if the Tenant
shall otherwise become insolvent or make any composition or
arrangement with creditors or shall suffer any execution to be levied
on the said premises or otherwise on the Tenant's goods, then and in
any of the said cases it shall be lawful for the Landlord at any time
thereafter to re-enter on the said premises or any part thereof in the
name of the whole whereupon this Agreement shall absolutely cease and
determine but without prejudice to any right of action by the Landlord
in respect of any breach or non-observance or non-performance of any
of the agreements, stipulations or conditions herein contained and on
the Tenant's part to be observed and performed and to the Landlord's
right to deduct all loss and damage thereby incurred from the said
deposit paid by the Tenant in accordance with Clause 2.
5.5 RE-ENTRY
A written notice served by the Landlord on the Tenant in manner
hereinafter mentioned to the effect that the Landlord thereby
exercises the power of re-entry and/or determination herein contained
shall be a full and sufficient exercise of such power without actual
entry on the part of the Landlord.
5.6 ACCEPTANCE OF RENT
Acceptance of 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 non-observance or non-performance by the
Tenant of any of the agreements, terms, stipulations and conditions
herein contained and on the Tenant's part to be observed and
performed.
22
5.7 OVERFLOW OF WATER
The Landlord shall not be under any liability whatsoever to the Tenant
or to any other person whomsoever in respect of any loss damage or
injury to person or property sustained by the Tenant or any such other
person caused by or through or in any way owing to the overflow of
water from anywhere within the said building. The Tenant shall fully
and effectually indemnify the Landlord from and against all claims
demands actions and legal proceedings whatsoever, made against 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 from the
said premises or to the neglect or default of the Tenant, his
servants, agents or licensees or to the defective or damaged condition
of the interior of the said premises or any fixtures or fittings for
the repair of which the Tenant is responsible hereunder and against
all costs and expenses incurred by the Landlord in respect of any such
claim, demand, action and legal proceedings.
5.8 ABATEMENT OF RENT
If the said premises or the said building or any part thereof at any
time shall be destroyed or so damaged by fire, (not attributable to
the act or default of the Tenant), water, storm, wind, typhoon, Act of
God, force majeure or any other cause beyond the control of the
Landlord not attributable to the act or default of the Tenant as to
render the said premises unfit for commercial use and the policy or
policies of insurance effected by the Landlord shall not have been
vitiated on payment of policy moneys or refused in whole or in part in
consequence of any act or default of the Tenant or if at any time
during the continuance of this Agreement the said premises and/or
building shall be condemned as a dangerous structure or a demolition
or closure order shall become operative in respect of the said
premises and/or building or the said premises is entirely inaccessible
due to any cause whatsoever, the said rent or a fair proportion
thereof according to the nature and extent of the damage sustained or
order made shall cease to be payable until the said premises and/or
building or part thereof shall have been restored or reinstated and
shall be again rendered fit for occupation and use Provided Always
that the Landlord shall be under no obligation to repair or reinstate
the said premises and/or building or part thereof And Provided further
that should the said premises and/or building or part thereof not have
been repaired or reinstated in the meantime either the Landlord or the
Tenant may after six (6) months of the occurrence of the destruction
or damage or order give to the other of them notice in writing to
determine the tenancy hereby created and thereupon the same and
23
everything herein contained shall cease and be of no further effect
and the Landlord shall return to the Tenant the said deposit but
without everything herein contained shall cease and be of no further
effect and the prejudice to the rights and remedies of either party
against the other in respect of any antecedent claim or breach of the
agreements stipulations terms and conditions herein contained or of
the Landlord in respect of the said rent prior to such notice.
5.9 LANDLORD NOT LIABLE FOR BREAKDOWN
The Landlord shall not under any circumstance be liable to the Tenant
for any defect in or breakdown of the lifts escalators or ventilation
system air-conditioning system condenser water supply system (if any)
electric power and water supplies nor shall the said rent or the said
management and air-conditioning fees xxxxx or cease to be payable on
account thereof.
5.10 DEEMED DEFAULT OF TENANT
For the purpose of this Agreement, any act, default, neglect or
omission of any servant, agent or licensee (as hereinbefore defined)
of the Tenant shall be deemed to be the act, default, neglect or
omission of the Tenant.
5.11 DISTRESS OF RENT
For the purposes of Part III of the Landlord and Tenant
(Consolidation) Ordinance (Cap. 7) and any amendments thereto and of
this Agreement, the said rent payable in respect of the said premises
shall be and be deemed to be in arrears if not paid in advance at the
time and in manner hereinbefore provided for payment thereof.
5.12 CONDONING NOT A WAIVER
No condoning, excusing or overlooking by the Landlord of any default,
breach, 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, non-observance or
non-performance, or so as to defeat or affect in any way the rights
and remedies of the Landlord hereunder in respect of any such
continuing or subsequent default or breach, and no waiver by the
Landlord shall be inferred from, or implied by, anything done or
omitted by the Landlord unless expressed in writing, and signed by the
Landlord. Any consent given by the Landlord shall operate as a consent
only for the particular matter to which it relates and in no way shall
be considered as a waiver or release of any of the provisions hereof
nor shall it be construed as dispensing with the necessity of
24
obtaining the specific written consent of the Landlord in the future,
unless expressly so provided.
5.13 PERMISSION TO ENTER AND VIEW
During the three (3) months immediately preceding the expiration or
sooner determination of the said term the Tenant shall permit all
persons having written authority from the Landlord to enter and view
the said premises and every part thereof at all reasonable times and
the Landlord shall be at liberty to affix and maintain without
interference upon any external part of the said premises a notice
stating that the said premises are to be let or to be sold and such
other information in connection therewith as the Landlord shall
reasonably require during the said period of three (3) months.
5.14 NOTICES
Any notice required to be served hereunder shall, if to be served on
the Tenant, be sufficiently served if addressed to the Tenant and sent
by prepaid post to or delivered at the said premises or the Tenant's
fact known place of business or residence in Hong Kong and, if to be
served on the Landlord and sent by prepaid post to or delivered at the
Landlord's registered office.
5.15 INSURANCE
The Tenant shall effect and maintain during the currency of the
tenancy hereby created insurance cover in respect of third party
liability for loss injury or damage to any person or property
whatsoever caused through or by any act default or neglect of the
Tenant which might give rise to a claim for indemnity pursuant to
Clause 3.7.6. The policy of insurance shall be effected with an
insurance company nominated by the Landlord and shall be endorsed to
show the Landlord as registered owner of the said premises and shall
be in an amount of not less than Hong Kong Dollars Five Million Only
(HK$5,000,000.00) for any one claim and shall contain a clause to the
effect that the insurance cover thereby effected and the terms and
conditions thereof shall not be cancelled modified or restricted
without the prior consent of the Landlord. The Tenant hereby further
undertakes to produce to the Landlord as and when required by the
Landlord such policy of insurance together with a receipt for the last
payment of premium and a certificate from the insurance company that
the policy is fully paid up and in all respect valid and subsisting.
25
5.16 ADDITIONAL AIR-CONDITIONING
If the Tenant shall require additional air-conditioning services
outside the said normal business hours of the said premises, the
Tenant shall give to the Landlord not less than one (l) day's prior
notice in writing stipulating at what times the Tenant shall require
additional air-conditioning supply. All costs and expenses 60 incurred
shall be on the Tenant's account payable at the rate of HK$105.00 per
additional supply per day or HK$0.03 per hour per square foot (subject
to variation from time to time at the Landlord's reasonable
discretion), whichever is the higher Provided Always that a minimum
charge at the said rate calculated for two (2) hours per day shall be
paid by the Tenant on each time the said premises shall receive
additional air-conditioning supply. The terms of the deviation and
additional air-conditioning supply shall be at Landlord's discretion
and the Tenant shall be required to sign the necessary undertaking
before the provision of such additional air-conditioning.
5.17 CHANGE OF NAME OF BUILDING
The Landlord shall at any time and from time to time during the said
term be entitled to name the said building with any such name or style
or names or styles as it in its sole discretion may determine and at
any time and from time to time to change, alter, substitute or abandon
any such name(s) Provided that the Landlord shall give not less than
three (3) months' notice to the Tenant to that effect and in respect
thereof the Landlord shall not be liable in damages to the Tenant or
be made a party to any other proceedings or for costs or expenses of
whatsoever nature incurred by the Tenant as a result of such change.
5.18 ALTERATIONS TO BUILDING
The Landlord reserves the right from time to time to improve extend
add to or reduce the said building or in any manner whatsoever alter
or deal with the said building (other than the said premises)
including but not limited to increasing or reducing the number of
shops and units in each floor of the said building to such numbers as
the Landlord may in its absolute discretion think fit and the
creation, alteration and extinguishment of any right of way to and
from or along the said premises, the layout of the shop units and any
other units in each floor of the said building and any other right of
way, corridors and common areas in the said building and the Landlord
shall not be liable for and the Tenant shall have no claim whatsoever
against the Landlord in any event for any loss, damages or
compensation whatsoever resulting directly or indirectly from the
Landlord exercising such right.
26
5.19 FUNCTIONS & DISPLAY
Notwithstanding anything herein contained or implied to the contrary
the Landlord may permit any person or organisation to hold any
function or exhibition, or display any merchandise in any part or
parts of the common areas at such times and upon such terms and
conditions as the Landlord may in its absolute discretion think fit.
5.20 PUBLIC ADDRESS SYSTEM
Notwithstanding anything herein contained or implied to the contrary
the Landlord may provide and install a public address system
throughout the common areas and may play, relay or broadcast or permit
any other person to play, relay or broadcast recorded music or public
announcement thereon.
5.21 WILFUL SUSPENSION ETC.
The Tenant shall not do or suffer anything to be done on the said
premises which may injure the image of the said building as first
class commercial centre and without limiting the generality of the
foregoing any wilful suspension of business (whether acting alone or
in concert with some other tenants of the said building) shall
constitute a material breach of this Clause and entitling the Landlord
to determine this Agreement forthwith and to regain possession of the
said premises in which case the Landlord may, apart from forfeiting
the said deposit under Clause 2, also claim damages which may be
caused to the goodwill of its business or to the image of the said
building as a result of the Tenant's breach aforesaid.
5.22 INDEMNITY
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 and damage by fire to any person
whomsoever caused by or in any way owing to the negligence of the
Tenant.
5.23 REGULATIONS
5.23.1 Conflict
The Regulations hereinbefore mentioned in Clause 3.20 shall
be supplementary to the terms and conditions contained in
this Agreement and shall not in any way derogate from such
terms and conditions. In the event of conflict between the
Regulations and the terms and conditions of this Agreement
the terms and conditions of this Agreement shall prevail.
27
5.23.2 Exclusion of inability
The Landlord shall not be liable for any loss or damage
however caused arising from any non-enforcement of the
Regulations or non-observance thereof by any third party.
5.24 SECURITY
The Landlord shall not in any circumstances be liable to the Tenant or
any other person whomsoever for the security or safekeeping of the
said premises or any contents therein and in particular but without
prejudice to the generality of the foregoing the provision by the
Landlord of watchmen and caretakers or any mechanical or electrical
systems of alarm of whatever nature shall not create any obligation on
the part of the Landlord as to the security of the said premises or
any contents therein and the responsibility for the safety of the said
premises and the contents thereof shall at all times rest with the
Tenant nor shall the rent and other charges hereinbefore mentioned or
any part thereof xxxxx or cease to be payable on account of any of the
foregoing.
5.25 INTERPRETATION
Unless the context otherwise requires, words herein importing the
masculine gender shall include the feminine and neuter and words
herein in the singular shall include the plural and vice versa.
6 SPECIAL CONDITIONS
The parties hereto further agree that they shall respectively be bound by
and entitled to the benefit of the Special Conditions (if any) set out in
Part 10 of First Schedule Provided that if there is any inconsistency or
conflict between the provisions of the above Clauses and the provisions of
the Special Conditions, the latter shall prevail.
7 COSTS
All costs of Messrs. Lo and Lo of and incidental to the preparation,
completion, stamping and registration of this Agreement and the stamp duty,
registration fee and other expenses on the same and its counterpart shall
be borne and paid by the parties hereto in equal shares. If the Tenant
employs his own solicitors, the Tenant shall pay as well half the
Landlord's solicitors' full costs (at 75% of scale charges) plus half of
the stamp duty, registration fee and other expenses payable on this
Agreement and its counterpart as his own legal costs and expenses.
28
8 HEADINGS & INDEXES
The headings and indexes are intended for guidance only and do not form
part of this Agreement nor shall any of the provisions in this Agreement be
construed or interpreted by reference thereto or be in any way affected or
limited thereby.
9 KEY MONEY
The Tenant hereby expressly declares that for the grant of the said term no
key money or other premium or consideration has been paid to the Landlord
or to any person.
10 NO WARRANTY
This Agreement sets out the full agreement reached between the parties and
supersedes all previous agreements whether parol or in writing express or
implied between the parties hereto and no other representations have been
made or warranties given relating to the said building or the said
premises.
AS WITNESS whereof the hands of the parties hereto the day and year
first above written.
29
FIRST SCHEDULE
PARTICULARS AND SPECIAL CONDITIONS
PART 1
THE LANDLORD
LAI SUN DEVELOPMENT COMPANY LIMITED (Company No.5532) whose registered office is
situate at 11th Floor, Lai Sun Commercial Centre, 680 Xxxxxx Sha Wan Road,
Kowloon.
PART 2
THE TENANT
NEWTECH (HONG KONG) LIMITED (Company No.72447) whose registered office is
situate at Units 1112-1113, 11th Floor, Tower II, Xxxxxx Sha Wan Plaza, 833
Xxxxxx Sha Wan Road, Kowloon.
PART 3
THE SAID PREMISES
All That Unit 1102 on the 11th Floor of Tower II of Xxxxxx Sha Wan Plaza, No.833
Xxxxxx Sha Wan Road ("the said building") erected on All That piece or parcel of
ground registered in I the Land Registry as New Kowloon Inland Xxx Xx.0000 ("xxx
Xxxx") as for the purpose of identification only shown on the plan(s) hereto
annexed and thereon coloured Pink.
PART 4
THE SAID TERM
Twenty Four (24) months commencing on the 13th day of October 1997 and expiring
on the 12th day of October 1999 (both days inclusive).
PART 5
THE SAID RENT
Dollars Forty Two Thousand Two Hundred Only (HK$42,200.00) Hong Kong Currency
per month (exclusive of rates).
30
PART 6
THE SAID MANAGEMENT AND AIR-CONDITIONING FEES
Dollars Seven Thousand Three Hundred And Eighty Five Only (HK$7,38O.00) Hong
Kong Currency per month subject to review from time to time.
PART 7
THE SAID DEPOSIT
Dollars One Hundred And Fifty Six Thousand Four Hundred And Thirty Five Only
(HK$156,435.00) Hong Kong Currency, which is made up of as follows:
1. The sum of HK$126,600.00 by way of rental deposit; and
2. The sum of HK$22,155.00 by way of management and air-conditioning deposit;
and
3. The sum of HK$7,680.00 by way of rates and government rent deposit.
PART 8
THE SAID USER
Restricted to an office use only and for no other purpose whatsoever.
PART 9
THE SAID NORMAL BUSINESS HOURS
Between the hours of 9:00 am and 6:00 pm from Mondays through Fridays (both days
inclusive). Between the hours of 9:00 am and 1:00 pm on Saturdays.
PART 10
SPECIAL CONDITIONS
1. Notwithstanding anything hereinbefore contained, the first Thirty One (31)
days of the said term shall be rent-free. For the avoidance of doubt, it is
expressly agreed that, notwithstanding the said rent-free period, the
Tenant shall pay and discharge punctually the rates, the said management
and air-conditioning fees and all other outgoings chargeable in respect of
the said premises at all times during the said term, inclusive of the said
rent-free period.
2. The said premises are let to the Tenant on an "as is" basis. The Tenant
hereby declares that he has inspected and is fully satisfied with and
accepts in all respects the existing state, condition, finishes and repair
of the said premises and shall raise no objection
31
FIRST SCHEDULE
whatsoever in relation thereto. The Landlord shall not be required to do
any work or repair to such state and condition of the said premises.
3. Notwithstanding that the said premises are to be delivered to the Tenant on
an "as is" basis the Tenant hereby agrees that
(a) in addition to the Tenant's obligation to yield up as hereinbefore
provided, the Tenant shall at his own cost and expense reinstate the
said premises to a "bare shell" condition at the expiration or sooner
determination of the term hereby created Provided that the Landlord's
fixtures and fittings within the said premises not intended to be
destroyed or removed by the Landlord shall be kept in place intact;
and
(b) the Tenant shall for the purpose of such reinstatement allow
sufficient time for the reinstatement work to be carried out to ensure
that it can be completed on or before the said expiration or
determination; and
(c) the Tenant shall be responsible to make good any damages caused by
such reinstatement work to the said premises and the Landlord's
fixtures and fittings.
32
SECOND SCHEDULE
FITTING OUT REGULATIONS
1. Prior to the commencement of fitting out works (hereinafter called "the
Works") to the said premises the Tenant shall at his own cost prepare and
submit the Landlord suitable drawing and specifications of the Works to be
carried out by the Tenant together with schematic sketches showing intent
of the Tenant's design and layout proposal (hereinafter collectively called
"the Tenant's Plans") to enable the said premises to be fitted out and
completed for the purposes specified in this Agreement.
2. The Tenant's Plans shall, without limitation:
(a) Include detailed drawing, plans and specifications for all
partitioning.
(b) Include detailed drawing, plans and specifications of all electrical
installations which shall be connected to the electrical systems
installed by the Landlord.
(c) Include details of any proposed amendments, additions or alterations
to any electrical mechanical or other building services.
(d) Comply with all relevant Ordinance, Regulations and Bye-laws from time
to time issued by the Hong Kong Government.
3. When the Tenants's Plans are submitted to the Landlord the Tenant shall
also deposit with the Landlord:
(a) A sum of HK$3,000.00 (or such sum as may be determined by the
Landlord) to secure the due performance and observance of the Tenant's
obligations during the fitting out period; and
(b) A further sum of HK$1,240.00 (or such sum as may be determined by the
Landlord) as deposit for provision of temporary electricity
hereinbelow referred to.
Provided that the said sum(s) shall be refunded to the Tenant without
interest within thirty (30) days after the completion of the Works.
4. Notwithstanding the grant of rent-free period (if any) as aforesaid, the
Tenant shall during the fitting out period pay to the Landlord a sum of
HK$40.00 per day for 31 days as charge for provision of temporary
electricity to the said premises during the fitting out period and the
Landlord shall be at liberty to deduct any arrears of such payments from
the deposit(s) paid by the Tenant under Regulation 3 of this Schedule.
5. In order to enable the building services of the said building to be
effectively coordinated and controlled the Tenant agrees that all
electrical wiring and other electrical works and approved alterations to
the building services in or for the said premises shall
33
be carried out at the tenant's expense only by contractors approved by the
Landlord (such approval not to be unreasonably withheld).
6. The Landlord will consider the Tenant's Plans and may in its discretion
accept or reject the Tenant's Plans or any part of them as it thinks fit
within twenty-one (21) days after submission Provided That if the Tenant
does not hear to the contrary from the Landlord as regards the Tenant's
Plans within the said period of twenty-one (21) days the Tenant's Plans
shall be deemed to have been accepted in total by the Landlord.
7. The Tenant shall pay and discharge all mechanical engineering and
structural engineering consultant's fees and expenses (hereinafter called
"the Vetting Fees") in connection with the consideration and approval of
the Tenant's Plans or any modifications or amendments thereof and shall
keep the Landlord fully indemnified against such fees and expenses. The
Vetting Fees payable by the Tenant to the Landlord upon the signing of this
Agreement is HK$NIL.
8. The Tenant shall also at his own expense arrange to remove the decoration
waste and debris from the said premises and the said building to the
outside dumping area or in such manner as the Landlord may direct from time
to time. Any expenses incurred by the Landlord as a result of the Tenant's
breach herein shall entitle the Landlord to deduct such expenses from the
deposit(s) paid by the Tenant under this Schedule.
9. The Tenant hereby acknowledges that any delay howsoever occasioned either
on the Tenant's part in submitting or resubmitting the Tenant's Plans or on
the Landlord's part in approving the same will not entitle him to any
extension of the said rent-free period.
34
SIGNED BY /s/ TAN LUP WAI FRANKY )
-------------------------------- )
Franky, the director ) LAI SUN DEVELOPMENT CO., LTD.
for and on behalf of the Landlord )
whose signature(s) is/are verified by: ) /s/ ILLEGIBLE
------------------------------
AUTHORIZED SIGNATURE
NG PONG XXX XXXXX
Solicitor,
Hong Kong SAR.
SIGNED by /s/ XX. XXXXXXX ICHIRO, )
--------------------------------- )
The Director ) FOR AND ON BEHALF OF
for and on behalf of the Tenant ) NEWTECH (HONG KONG) LIMITED
in the presence of: )
/s/ XXXXXX XXXXXXX
-----------------------------
Xxxxxx Xxxxxxx
AUTHORIZED SIGNATURE
[LLEGIBLE]
SZE XXX XXX.
G694838(2)
RECEIVED on or before the day and year first above written of and from the
Tenant the sum of Dollars One Hundred And Fifty Six Thousand Four Hundred
And Thirty Five Only (HI$156,435.00) Hong Kong Currency being the deposit
paid by the Tenant to the Landlord.
ACKNOWLEDGED by the Landlord ) LAI SUN DEVELOPMENT CO., LTD.
whose signature(s) is/are verified by:- )
/s/ ILLEGIBLE
-----------------------------
NG PONG XXX XXXXX
Solicitor,
Hong Kong SAR.
35
FOR IDENTIFICATION ONLY
XXXXXX SHA WAN PLAZA
[GRAPHIC OMITTED]
11TH FLOOR PLAN TOWER 2
