Dated the day of 2002
------- -------------------
REALTY STAR DEVELOPMENT LIMITED
AND
INTAC INTERNATIONAL HOLDINGS LIMITED
-------------------------------------
TENANCY AGREEMENT
of
Unit Nos.3-5 on l7th Floor of Xxxxxxxx Centre, erected on Section
A of Subsection 5 of Section B of New Kowloon Inland Lot No.3516
and The Remaining Portion of Subsection S of Section B of New
Kowloon Inland Lot No.3516.
-------------------------------------
WOO, XXXX, XXX & LO,
SOLICITORS & NOTARIES,
26TH FLOOR, JARDINE HOUSE,
0 XXXXXXXXX XXXXX, XXXXXXX,
XXXX XXXX.
OFFER TO LEASE
--------------
Date : 8th March 2002
From :Intac International Holdings Ltd.
Contact Person :Xxxx Xxx
Tel/Fax :00000000 Fax:2385]62]
E-mail Address :xxxxxxxxxx@xxxxxxxx.xxx
Mailing Address :
To: Sino Real Estate Agency Ltd.
11/F Tsimshatsui Centre
66 Xxxx Road, TST East, Kin
Dear Sirs,
Re : Xxxxxxxx Centre. 000-000 Xxxxxx Xxx Xxx Xxxx, Xxxxxxx.
-----------------------------------------------------
We hereby offer to rent from you as Agent for and on behalf of
the Landlord the Premises described below on the following
principal terms and conditions:
Landlord : Realty Star Development Ltd.
Tenant : Intac International Holdings Ltd.
Premises : Unit Nos. 3-5 on the 17th Floor of
Xxxxxxxx Centre, which for the purpose
of identification only is shown outlined
and coloured pink on attached plan.
Term : 2 years commencing on 20th March
2002 and expiring on 19th March 2004,
(both days inclusive).
Rent : HK$18,330.00 per month exclusive of
Government Rent, Rates, management fee
and exclusive of all Tenant's expenses
and outgoings.
Term : 2 years commencing on 20th March
2002 and expiring on 19th March 2004,
(both days inclusive).
Management Fee : HK$3,391.00 per month (subject to
revision)
Provisional
Government Rates : HK$2,749.50 per quarter (subject to
revision
Provisional
Government Rent : HK$1,649.70 per quarter (subject to
revision)
Rental Deposit : HK$65,163.00 (equivalent to three
months' rental deposit and three months'
management fee deposit.)
Legal Fee &
Disbursements : To be borne by the parties hereto
in equal shares; if the Tenant engages a
separate firm of solicitors to act for
the Tenant, the Tenant shall pay half of
the Landlord's reasonable costs and
disbursements.
Stamp Duty : To be borne by the parties hereto
in equal shares.
User : For Industrial / Office use only
Other Conditions : As specified in the Schedule
attached hereto which shall form an
integral part of this agreement.
Tenancy Agreement : In a form and content reasonably
satisfactory to the Landlord containing
the terms herein and such other terms as
usually adopted by the Landlord.
Enclosed herewith is our cheque in the sum of HK$65,163.00 made
payable to the Landlord "REALTY STAR DEVELOPMENT LIMITED" as the
said rental deposit. The money shall be returned to us in fill,
but without interest, if the offer is not accepted by the
Landlord within 14 days. If the offer is accepted, the Landlord
will sign on the copy of this offer and return the same to us
within 14 days. The signed and accepted offer shall become a
binding contract between us until the signing and execution of
the Tenancy Agreement which shall supersede this agreement when
signed. Unless and until the Landlord has signed for acceptance
of this offer, there is no commitment for the Landlord to enter
into a tenancy agreement or any agreement with us in relation to
the premises.
Once this offer is accepted by the Landlord and communicated to
us in writing, if we fail to execute the Tenancy Agreement upon
notice from the Landlord or its solicitors or if we fail to
perform or comply with any of the terms herein contained
including but not limited to the signing of the Tenancy
Agreement, the Landlord shall at its absolute discretion, proceed
either to stamp this agreement and deem the Tenancy Agreement
having been signed and enforceable against the parties according
to its terms OR to forfeit the rental deposit paid hereunder and
treat this agreement as terminated without affecting the parties
antecedent rights and obligations. We hereby confirm and declare
that the undersigned is the authorized representative for and on
behalf of the Tenant.
Yours faithfully, Offer Accepted
For and on behalf of
INTAC INTERNATIONAL HOLDINGS LIMITED
------------------------------ -------------------------
Authorized Signature SINO REAL ESTATE AGENCY LTD.
BR/H.K.I.D. NO.: For and on behalf of the
Landlord
Date: Date:
(Signature and Company Chop must be in black ink)
SCHEDULE 1
1. Tenant shall pay rent management fee and all service charges
on or before the first day of each and every calendar month.
2. Tenant shall pay Government Rent and Rates as assessed by
the Government. Government Rent and Rents shall be paid
quarterly in advance on the first day of the months of
January, April, July and October.
3. Tenant shall keep all the interior of the premises and the
Landlord's fixtures therein and all additions thereto in
good clean tenantable and proper repair condition and to
deliver up the same in the like condition to the Landlord at
the expiration or sooner determination of the term.
4 Tenant shall permit the Landlord and its agents with or
without workmen or others and with or without appliances at
all reasonable time upon reasonable notice to enter upon the
Premises to view the condition thereof and to carry out
necessary repair and maintenance work to the Landlord's
fixtures and fittings therein.
5. Tenant shall not use the Premises for any purpose other than
such as specified by the Landlord herein.
6. Tenant shall not transfer assign underlet licence share or
otherwise part with the possession of the Premises or any
part thereof either by way of sub-letting, lending sharing
or any other means whereby any person not a party to this
Agreement obtains the use or possession of the Premises or
any part thereof.
7. Tenant shall indemnify and keep the Landlord fully
indemnified from and against all actions proceedings demands
costs expenses liabilities and claims whatsoever by the
tenants or occupiers of the Building (of which the Premises
form part) caused by or arising from the act, neglect,
default or omission of the Tenant, its servants or visitors.
8. Detailed plans for internal partitioning and/or decoration
works, including but not limited to electrical and
mechanical layouts shall be submitted to the Landlord for
approval before commencement of any works. The Landlord or
his authorized agents shall have the absolute discretion in
granting or refusing such approval. The approval to be
granted shall be subject to such condition as the Landlord
or his authorized agent may think fit.
9 All structural alterations, additions, including but not
limited to alteration and additions to fire services,
mechanical ventilations, electrical wirings and drainage
within the premises, shall be carried out only with the
written consent of the Landlord and by such person or
contractor as shall be nominated or approved by the Landlord
at the Tenant's sole costs and expenses.
10. Tenant shall be responsible for the cost of the installation
of sub-main cable and all other alteration works at the
Premises.
11. Tenant shall pay a vetting charge to the Building Manager
for checking and approving of the decoration plans and
inspection of the decoration works. In addition, the Tenant
shall pay a sum, as demanded by the
Building Manager, as fitting out and decoration deposit.
Such sum shall be refunded to the Tenant, less any necessary
deductions, upon completion of the decoration works.
12. Tenant shall remove all debris from the site and dispose the
same at the designated location on site at his own costs in
an orderly and proper manner as directed by the Building
Manager or any government authorities.
13. Tenant shall pay temporary electricity & debris disposal
charge to the building Manager as required.
14. Before taking possession of the Premises, Tenant shall pay
to the Landlord the following:
(a) Rent for the period HK$16,556.13
From 4.5.2002 to 31.5.2002
(HK$18,330.00 x 28/31)
(b) Management Fee for the period HK$4,703.65
From 20.3.2002 to 30.4.2002
(HK$3,391.00 x 12/31) + HK$3,391.00
(c) Provisional Government Rates
for the period HK$3, 116.10
From 20.3.2002 to 30.6.2002
(HK$2,749.50 x 12/90) +HK$2,749.50
(d) Provisional Government Rent
for the period HK$1,869.66
From 20.3.2002 to 30.6.2002
(HK$1,649.70 x 12/90) +HK$1,649.70
(e) Temporary Electricity Charges HK$1,833.00
(f) Vetting Charge HK$2,749.50
(g) Decoration Deposit ------------
(h) Balance of rental deposit ------------
Total : HK$30,828.04
============
15. The Tenancy Agreement will be executed at the office of
Messrs. Woo, Xxxx, Xxx & Lo Solicitors
00xx Xxxxx, Xxxxxxx Xxxxx,
0 Xxxxxxxxx Xxxxx, Xxxx Xxxx.
Contact Person : Xx. Xxxxx Ip/Xx Xxxxx Xxxx
Telephone No. : 00000000
16. Rent Free Period : 45 days from 20.3.2002 to 3.5.2002(both
days inclusive)shall be free of rent only. Provided that
during the rent free period, the Tenant shall be required to
pay Government Rent & Rates, Management Fee and other
Tenant's expenses and outgoings.
17. To keep the Premises including all windows, lights, signages
and shopfront glass at all times in a clean and sanitary
state and condition. in order to preserve uniformity in the
quality of cleanliness
and for the safeguard of security of the
Building/Development and for the benefit of the occupiers of
the Building/Development, the Tenant shall employ Best
Results Cleaning Services Ltd., being the sole cleaning
contractor authorised by the Landlord, to provide the
cleaning services for the Premises throughout the Term. The
cleaning contractors shall be employed by the Tenant at its
sole expense and all related payments shall be made by the
Tenant to such contractors direct Provided that the Landlord
shall render assistance to the Tenant to negotiate for a
competitive price from such cleaning contractor. Nothing
contained in this clause shall constitute any agency or
other relationship whatsoever between the Landlord and the
cleaning contractor and the Landlord shall not be liable to
the Tenant or to any other person(s) or company(ies) in
respect of any loss or damage to person or property suffered
or sustained as a result of any work or services whatsoever
of such cleaning contractor. in case the Tenant shall
dispose of wet garbage or any garbage of a perishable nature
including but not limited to food or food remains, such
garbage shall be properly sealed in plastic bags of such
standards, size and thickness as shall be prescribed by the
Landlord for the removal or disposal of such garbage.
18. Before the rateable value of the premises is assessed by the
Rating & Valuation Department, the Tenant shall pay to the
Landlord and amount equivalent to Rates and Government Rent
payable on the annual rent of the first year on account of
payment if rates and government rent in advance. Such
payment to be adjusted when assessment is obtained.
19. The Tenant acknowledges and agrees that from time to time
during and after the expiry of this tenancy, it may be
necessary for the Landlord to disclose, release, transfer or
otherwise make use of all or any personal information
relating to the Tenant collected, held or processed by the
Landlord ("Information") to any third parties in Hong Kong
or overseas ("other third parties"). The Tenant agrees and
consents to the disclosure, release, transfer to other third
parties or otherwise use of any Information by the Landlord
for the purpose of or in connection with the tenancy hereby
created, the premises or the Landlord's business.
20. Upon the expiration or sooner determination of this
Agreement, tenant shall reinstate the captioned premises and
deliver up vacant possession of the captioned premises in a
state of good repair and tenantable condition (including
demolishing the existing decoration and additional
decoration or fitting and removal of all rubbish & sundries
hereof) to the satisfaction of the Landlord.
21. 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 on the Tenant's registered office or its last
known in Hong Kong and, if to be served on the Landlord,
shall be sufficiently served if addressed to the Landlord
and sent by prepaid post to or delivered at the Landlord's
last known address in Hong Kong.
22. 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.
SCHEDULE II
-----------
Landlord Provision
Save the items enlisted here below, the Premises shall be handed
over to the Tenant in the state of condition as it is.
(i) Nil
(ii) Nil
(iii) Nil
(iv) Nil
FLOOR PLAN
----------
[Drawing of Leased Premises]
All plans are subject to amendments as approved by relevant
Government Authorities.
REALTY STAR DEVELOPMENT LIMITED
11th - 12th Floors, Tsim Sha Tsui Centre, Salisbury Road,
Tsim Sha Tsui, Kowloon Hong Kong.
Tel : 0000 0000 Fax : 0000 0000
Cable : SINOREALTY Telex : 00000 XXXXX HX
; 2721 8388 : 2367 3304
Our ref : WDCL/LC/02/212
15th March 2002
Intac International Holdings Ltd. BY REGISTERED
Rm 9, 18/F., Modern Warehouse,
6 Xxxxx Xxx St., Xxxx Xxxx, Kin
Attn: Xx. Xxx
Dear Madam,
Re: Unit Nos. 3 & 5 on 17/F,
Xxxxxxxx Centre, 778-784 Xxxxxx Sha Wan Road, Kowloon
-----------------------------------------------------
We act for and on behalf of the Landlord, Realty Star Development
Limited, in respect of the captioned premises. We are pleased to
advise you the Landlord has accepted your "Offer to Lease" dated
13th March 2002. Attached is a copy of the signed offer for your
retention.
The Landlord's solicitor will be in touch with you shortly to
arrange for your signing the Tenancy Agreement.
May we take this opportunity to introduce to you the many
benefits of being a valued tenant of the Sino Group.
1. Sino Club Membership
The Sino Club offers to its exclusive membership an exciting
array of discounts and privileges. We would like to invite
you to join. Enclosed is an application form for you to fill
and return at your earliest convenience, Membership is by
invitation only and there is no admission charge or monthly
subscription fee.
2. Sino Hotel Group
The Sino Group own and operate several hotels in Hong Kong
and Singapore. A Customer Service Representative from the
Sino Hotel Group will call you shortly to introduce to you
the special privileges being offered on accommodation and
food and beverages for our selected tenants.
3. Sino Real Estate Agency Ltd
We manage an extensive Leasing Portfolio of over 14 million
sq. ft. Properties include middle to luxury range
residential, office, retail and industrial-warehouse
premises. Please do not hesitate to call us for all your
leasing accommodation requirements.
For more information please visit use at xxx.xxxx-xxxx.xxx.
Yours sincerely,
For and on behalf of
REALTY STAR DEVELOPMENT LIMITED
---------------------------
Xx Xxx Hong
Manager
Leasing Department
Encl.
INTAC INTERNATIONAL HOLDINGS LIMITED
------------------------------------
MINUTES of Directors' Board Meeting of the above-named Company
held at the registered office on
*********************************************************
PRESENT: MR.. XXXX XXX DIRECTOR
XX. XXX XXXXXX DIRECTOR
CHAIRMAN
XX. XXXX WEI was elected Chairman of the meeting.
TENANCY AGREEMENT
(1) A drafted tenancy agreement between Realty Star Development
Limited (hereinafter called "the Landlord") and our
company (hereinafter called "the Tenant") was presented to
the meeting whereby the Company shall rent to the Tenant,
the premises located at Xxxx Xx. 0-0, 00xx Xxxxx,
Xxxxxxxx Centre, 778-784 Xxxxxx Sha Wan Road, Kowloon,
Hong Kong, under the following terms be hereby approved:
I, Period : 20th April, 2002 to 19th March, 2004
Ii, Monthly rent :
HK$18,330.00 (excluding rates
and Management Fee)
Iii, Monthly Management Fee : HK$3,391.05
Iv, Government Rate : HK$2,749.50
V, Government Rent : HK$1,649.70
Vi, Rental Deposit & : HK$65,163.00
Management Fee Deposit
(2) IT WAS RESOLVED THAT the aforesaid Tenancy Agreement, a copy
of which is annexed hereto for easy reference, be approved
and adopted in the presence of Xx. Xxx Xxx Xxxx, (holder
of Hong Kong Identity Card No. X000000 (0)) hall also sign
on the Tenancy Agreement and any related documents as may
required on behalf of the Company.
CLOSE OF MEETING
There being no other business, the meeting was declared closed.
-------------------------------
CHAIRMAN - XXXX XXX
DATED THIS:
THIS AGREEMENT is made the day of
Two Thousand and Two
BETWEEN REALTY STAR DEVELOPMENT LIMITED whose registered office
is situate at 12th Floor, Tsim Sha Tsui Centre, Salisbury Road,
Tsimshatsui, Kowloon, Hong Kong (hereinafter called "the
Landlord") of the one part and the person, persons or company
more particularly described in Part I of the First Schedule
hereto (hereinafter called "the Tenant') of the other part.
IT IS HEREBY AGREED as follows
Premises 1. The Landlord lets and the Tenant takes
ALL THAT premises of Xxxxxxxx Centre ("the
Building") erected on All That piece or
parcel of land registered at the Land
Registry as Section A of Subsection S of
Section B of New Kowloon Inland Lot No.35 16
and The Remaining Portion of Subsection S of
Section B of New Kowloon Inland Lot No.3516
more particularly described in Part II of the
First Schedule hereto (which said premises
are hereinafter referred to as "the said
premise.") Together with the use in common
with the Landlord and others having the like
right of the water closets lavatories and
conveniences on the said Floor of the
Building AND TOGETHER with the right for the
Tenant its servants and licensees in common
with the Landlord and others having the like
right at all times and for all purposes
connected with the use of the said premises
to pass up down over and along the entrances
staircases corridors and passages and to use
the passenger lifts (during such hour as the
same shall be working) for the purpose of
access to and from the said premises PROVIDED
THAT such rights of the Tenant to use the
common area and facilities are subject to the
rules and regulations
Landlord's prescribed by the Manager of the Building
Reservations ("the Building Manager") EXCEPTING AND
RESERVING to the Landlord those reservations
set out in the Third Schedule hereto AND
SUBJECT to such charges and fees as so
provided therein for the term of years set
out in Part III of the First
Term Schedule hereto ("the said term")
determinable as hereinafter mentioned
YIELDING AND PAYING therefor during the
Rent said term monthly and every calendar
month the rent as set out in Part I of the
Second Schedule hereto exclusive of
Government rent, rates and management charges
payable in Hong Kong Currency in advance on
the first day of each and every calendar
month without deduction whatsoever (whether
legal or equitable) ("the said rent").
-1-
Tenant's 2. THE TENANT TO THE INTENT THAT THE
Covenants OBLIGATION MAY CONTINUE THROUGHOUT THE
SAID TERM COVENANTS AND AGREES WITH THE
LANDLORD as follows:-
Pay rent rates (a)(i)To pay the said rent at the times and
and Government in manner aforesaid without deduction.
Rent
(ii)To pay and discharge punctually during
the said term all rates charged on the said
premises as assessed by the Government
quarterly in advance on the first day of the
months of January April July and October
Provided that the first payment thereof shall
be paid on the commencement of this tenancy
and unless and until otherwise demanded or
required by the Landlord such rates shall be
a sum as specified in Part II of the Second
Schedule hereto and in the event of the said
premises not having been assessed to rates by
the government to pay such sum (at the rate
currently charged by the Government on the
rateable value on the rent hereby reserved)
as shall be required by the Landlord as a
deposit by way of security for the due
payment of rates subject to adjustment on
actual rating assessment being received from
the government and also to pay and discharge
all taxes assessments duties charges
impositions and outgoings whatsoever now or
hereafter to be imposed or charged on the
said premises or upon the owner or occupier
in respect thereof by the government of Hong
Kong or other lawful authority Property Tax
alone excepted.
(iii) To pay and discharge punctually all
government rent charged on the said premises
as assessed by the government twice a year as
and when demanded by the government during
the said term.
-2-
Utility (b)(i) To pay and discharge punctually
charges during the said term all charges for
and Management electricity, water, gas, telephone
Fees rental and other outgoings now or at any
time hereafter consumed by the Tenant and to
pay all necessary deposits for the same.
(ii) To pay and discharge punctually during
the said term the monthly contribution
towards the costs, charges and expenses for
the maintenance and management of the
Building and for the supply of air-
conditioning services (if any) chargeable in
respect of the said premises as provided
under the Deed of Mutual Covenant relating to
the Building of which the said premises form
part (if any) or as the Building Manager
shall reasonably require which monthly
contributions shall be subject to adjustment
by the Building Manager from time to time.
Unless and until otherwise demanded or
required by the Building Manager such monthly
contribution shall at the Commencement of the
said term be a sum as specified in Part III
of the Second Schedule hereto which shall be
paid by the Tenant in advance on the first
day of each and every calendar month during
the said term without deduction whatsoever.
Sub-main cable (iii) At the Tenant's own expenses to
install its own sub-main cable and all
necessary mechanical and electrical
alterations in respect of the said premises
and to provide all wiring required by the
Tenant from the Switch Room to the said
premises and within the said premises and to
ensure that such sub-main cable and wiring
are of top quality according to British
Standard Specification and the whole
electrical installation is in accordance with
the requirements of the relevant power supply
company, as the case way be, and to the
satisfaction of the Landlord's electrical
consultant or engineer.
-3-
Keep and (c)(i) To constantly maintain and keep the
maintain whole of the interior of the said
interior etc. premises and every part thereof and the
Landlord's fixtures and fittings therein in
good clean proper and tenantable repair and
condition including, but not limited to, all
doors, windows, skylights, locks, hinges,
bolts, ceilings, floors, water pipes, water
closets, electrical installations and wirings
and to so maintain the same at the expenses
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.
(ii) To be wholly responsible for any loss
damage or injury caused to any person
whomsoever directly or indirectly through the
defective or damaged condition of any part of
the interior of the said premises and to make
good the same by payment or otherwise and to
indemnify the Landlord against all actions
proceedings claims and demands made upon the
Landlord in respect of any such loss damage
or injury and all costs and expenses
incidental thereto.
(iii) To keep the Premises including all
windows, lights, signages and shopfront glass
at all times in a clean and sanitary state
and condition. In order to preserve
uniformity in the quality of cleanliness and
for the safeguard of security of the Building
and for the benefit of the occupiers of the
Building, the Tenant shall employ Best
Results Cleaning Services Ltd., being the
sole cleaning contractor authorised by the
Landlord, to provide the cleaning services
for the Premises throughout the Term. The
cleaning contractors shall be employed by the
Tenant at its sole expense and all related
payments shall be made by the Tenant to such
contractors direct Provided that the Landlord
shall render assistance to the Tenant to
negotiate for a competitive price from such
cleaning contractor. Nothing contained in
this clause shall constitute any agency or
other relationship whatsoever between the
Landlord and the cleaning contractor and the
Landlord shall not be liable to the Tenant or
to any other person(s) or company(ies) in
respect of any loss or damage to person or
property suffered or sustained as a result of
any work or services whatsoever of such
cleaning contractors. In case the Tenant
shall dispose of wet garbage or any garbage
of a perishable nature including but not
limited to food or food remains, such garbage
shall be properly sealed in plastic bags of
such standards, size and thickness as shall
be prescribed by the Landlord for the removal
or disposal of such garbage.
-4-
Pay cost of (d) In the event of any of the drains becoming
clearing drains choked or stopped up owing to careless
use by the Tenant or his work-people to pay
the cost incurred by the Landlord in
cleansing and clearing the said drains from
obstruction.
Permit Landlord (e) To permit the Landlord to use and maintain
entry to inspect pipes and conduits and other building
facilities in and through the said premises.
The Landlord or its agents shall have the
right to enter the said premises at all
reasonable times to examine the same.
Rules and (f) To comply with such rules and regulations
Regulations as the Landlord or the Building Manager
may from time to time impose in connection
with the Building.
Not to affect (g) Not to do or permit or suffer to be done
insurance anything whereby the policy insurance or
policies of insurance on the said premises or
other parts of the Building against damage by
fire explosion storm or tempest may become
void or voidable or whereby the rate of
premium thereon may be increased and the
Tenant shall indemnify the Landlord against
such increased premium as shall have been
brought about or caused by his act or
default.
Fitting Out (h)(i) To fit out the interior of the said
premises in good quality material and
workmanship and to submit detailed plans for
internal partitioning and/or decoration
works, including but not limited to
electrical and mechanical layouts for
approval by the Landlord or its authorised
agent who shall have the absolute discretion
in granting, whether conditional or
unconditional, or refusing such approval.
-5-
(ii) Not to commence any fitting out or
decoration works in the said premises before
the said plans are approved as aforesaid.
(iii) To pay a vetting charge as required
by the Landlord for checking and approving
the said plans and for inspection of the
fitting out or decoration works.
(iv) To pay a fitting out and decoration
deposit as demanded by the Building Manager
upon signing of this Agreement. The said
deposit shall be refunded to the Tenant
without interest upon completion of the
fitting out or decoration works of the said
premises. The Landlord shall have the right
to deduct from the said deposit any loss and
damages to any person or property caused or
sustained by the Landlord by reason of the
aforesaid fitting out or decoration works but
without prejudice to any other remedies that
the Landlord may have under this Agreement.
(v) To pay all charges for the supply of
temporary electricity and for the removal of
debris as and when required by the Building
Manager.
(vi) To remove all debris from the said
premises and dispose of the same at the
designated location at the Tenant's own costs
and expenses in an orderly and proper manner
as directed by the Building Manager or any
government authorities.
No structural (i)(i) Not to make or permit to be made any
alteration or structural alterations in or additions
addition to the said premises or to the external
walls of the said premises or to the
electrical wirings installations or other
Landlord's fixtures without having first
obtained the written licence and consent of
the Landlord therefor or cut maim or injure
or suffer to be cut maimed or injured any
doors windows walls structural members or
other fabric thereof. If any such consent
shall be granted by the Landlord it shall in
any event be subject to the condition that
the Tenant shall not cause any damage to the
said premises or any part thereof in addition
to such other conditions as the Landlord
shall think fit to impose and subject to the
approval of the Public Works Department or
other Government authority (if necessary).
-6-
(ii) All structural alterations, additions,
including but not limited to alteration and
additions to fire services, mechanical
ventilation and electrical wirings and
drainage within the said premises shall only
be carried out with the prior written consent
of the Landlord and by such person or
contractors as shall be nominated or approved
by the Landlord at the Tenant's sole costs
and expenses.
No Subletting or (j) Not to assign transfer sublet or otherwise
transfer etc. part with the possession of the said
premises or any part thereof either by way of
subletting lending sharing or other means
whereby any person or persons not party to
this Agreement 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 subletting 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 the said
premises to the Landlord. The tenancy shall
be personal to the Tenant 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 be deemed
to be breaches of this sub-clause:-
-7-
(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;
(ii) in the case of a tenant who is an
individual (including a sole proprietor or 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,
or the admission of new partner or partners;
-
(iii) in the case of a tenant which is a
corporation any reconstruction, amalgamation,
merger, voluntary liquidation or change in
the person or persons who own a majority of
its voting shares save, in the last mentioned
case only, where the Tenant is a public
company whose shares are quoted on any
established stock exchange in Hong Kong or
elsewhere;
(iv) the giving by the Tenant of a Power of
Attorney or similar authority whereby the
donee of the Power obtains the right to use,
possess, occupy or enjoy the 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.
Not to permit (k) Not to do or permit to be done in or upon
nuisance the said premises or any part thereof
anything which may be or become a nuisance
annoyance damage or disturbance to the
Landlord or the tenants or occupiers of the
other part or parts of the Building or of
other property in the neighbourhood or in
anywise against the law or regulations of
Hong Kong.
-8-
Not to obstruct (1) Not to put or place any dust-bins,
garbage-cans, furniture, chattels, packing
cases, boxes, goods, chattels or any other
things in the staircases, landings or other
common passages in the Building.
To permit (m) To permit the Landlord and its agents with
Landlord entry or without workmen or others and with or
to view and without appliances at all reasonable times
leave notice upon reasonable notice to enter into the
said premises to view the condition thereof
and to carry out necessary repair and
maintenance work to the said premises and to
the Landlord's fixtures and fittings therein
and to give or leave notice in writing upon
the said premises for the Tenant of all
defects and wants of repair there found for
which the Tenant is responsible hereunder and
within one month after every such notice well
and sufficiently to repair and make good such
defects and wants of repair whereof notice
shall have been so given or left.
To execute repair (n) If any defects or want of repair shall be
on receipt of found and if the Landlord shall give or
notice leave a notice in writing at the said
premises or at the business address of the
Tenant requiring him to amend the same and if
the Tenant shall not within 14 days after the
service of such notice proceed diligently
with the execution of such repairs then to
permit the Landlord or his authorised person
to enter upon the said premises and execute
such repairs and the cost thereof (the amount
thereof in case of difference to be
determined by the Landlord's agent) shall be
a debt due from the Tenant to the Landlord
and be forthwith recoverable by action.
To permit Landlord (o) To permit the Landlord and his agent with
execute repair all necessary workmen and appliances at
all reasonable times upon prior notice to the
Tenant to enter upon the said premises to
execute repairs or alterations on any
adjoining premises now or hereafter belonging
to the Landlord who shall make good all
damages occasioned to the Tenant by such
entry.
-9-
Not to breach (p) Not to do or cause or permit or suffer to
Government be done any act deed matter or thing
Lease etc. whatsoever in contravention of the
negative or restrictive covenants terms or
conditions of the Conditions of Sale or
Government Lease under which the said
premises are held from the Government or of
the relevant Deed of Mutual Covenant of the
Building, in particular, but not limited to,
the provisions set out in the Fourth Schedule
hereto.
No sale by auction (q) Not to permit or suffer any sale by
auction to take place on the said premises.
Not to store fire (r) Not to keep or store or cause or permit
or arms or suffer to be kept or stored any arms,
ammunition ammunition. unlawful goods, gun powder,
saltpetre, kerosene or other explosive or
combustible substance on or in any part of
the said premises.
No illegal or (s) Not to use the said premises or any part
immoral use thereof for any illegal or immoral purpose.
User (t) Not to use the said premises for any
purpose other than for the following purposes
only:
(i) industrial godown or both;
(ii) offices ancillary and
directly related to an industrial
operation; or
(iii) any combination of
subclause (i) or (ii) of this Clause.
In particular but without affecting the
generality of this Clause not to use the said
premises for any of the users mentioned in
Clause 23 and Clause 28 of the Fourth
Schedule hereto.
No warranty (u) The Landlord does not represent or warrant
as to user that the premises or the said Building
are suitable for the purpose for which the
Tenant proposes to use the same and upon
taking over of possession of the said
premises from the Landlord the Tenant shall
satisfy itself or shall be deemed to have
satisfied itself that it is suitable for the
purpose for which the Tenant proposes to use
it and the Tenant hereby agrees that it will
at its own expense apply for any requisite
licence or licences permit or permits from
all Government or Public Authorities in
respect of the carrying on of the Tenant's
business therein and shall execute and comply
with all Ordinances Regulations Orders
Notices or Rules made by all competent
Government or Public Authorities in
connection with the conduct of the business
to be carried on by the Tenant in the said
premises AND the Tenant hereby further agrees
to indemnify the Landlord in respect of any
breach by the Tenant of this clause.
-10-
Not to exhibit (v) Not to exhibit or display within or on the
sign exterior of the said premises any
writing sign or other device whether
illuminated or not which may be visible from
outside the said premises except the display
of name-plates or signboards of the Tenant
the size and position of which shall be
subject to the Landlord's approval. The
Landlord or his authorised agents shall have
the right to remove at the cost and expense
of the Tenant any signboard, sign,
decoration, or device which shall be affixed
or put up or displayed without the prior
approval of the Landlord or his agents.
Not to permit (w) Not to permit any person to remain in the
person to stay said premises overnight, except for the
overnight purpose of posting watchmen to look
after the contents of the said premises which
shall not be used as sleeping quarters or as
domestic premises within the meaning of any
Landlord and Tenant (Consolidation) Ordinance
for the time being in force.
Loading capacity (x) Not to put or install or permit to be
put or installed any machinery or thing
whatsoever the load of which exceeds the
loading capacity of the said premises.
Not to allow (y) Not to do anything on the said premises
excessive noise or whereby excessive noise vibration or
vibration resonance or other form of disturbance
is created to the detriment of the Building
or other manufacturing processes or other
persons in or outside the said premises
Provided that the determination of the
Landlord or its agents as to whether any such
noise vibration or resonance or other form of
disturbance is excessive shall be conclusive;
and Provided further that in the event of a
breach hereof by the Tenant the Tenant shall
make good any damage caused thereby to the
said premises or any other part of the
Building or to the manufacturing processes
therein or to the occupants thereof or any
fixtures and fittings therein.
-11-
To yield up (Z) At the expiration or sooner determination
at the end of of this Agreement to deliver up to the
term Landlord the said premises including the
Landlord's fixtures and fittings therein in
good clean tenantable and proper repair and
condition as aforesaid (fair wear and tear
excepted) 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 and which the Landlord in
his absolute discretion may be willing to
retain without payment of any compensation
for such additional erections alterations or
improvements. The Tenant shall be entitled to
remove its own trade fixtures and fittings
subject to making good all damages including
damage to the Landlords decoration within the
said premises and within the Building caused
by such removal to the satisfaction of the
Landlord. The Landlord shall have the right
to require the Tenant to reinstate to its
original state any part of the said premises
in respect of which the Tenant may have
carried out alterations with the consent of
the Landlord.
Loading (aa) To use the loading space only for the
purpose of loading and discharging goods
merchandise and raw materials and not to
permit or suffer its servants or licensees to
park in any part thereof or otherwise
obstruct the use of such loading space.
To observe fire (bb) To observe and comply with all directions
regulation etc. and orders of the Fire Services
Department and if such directions and orders
shall require the Tenant to take fire
precautions or install fire fighting
equipment (additional to that installed by
the Landlord) the Tenant shall at its own
expense procure and install the same.
To observe (cc) To observe and comply with all ordinances,
ordinances rules regulations, by-laws and rules and all
and regulations notices orders and requirements of the
etc. appropriate Government Authorities and
utility companies in connection with or in
relation to the Tenant's business carried on
in the said premises.
-12-
Not to exceed (dd) Not to place in any freight lift any heavy
capacity of lift machinery goods raw materials which may
cause the permitted carrying capacity of that
lift to be exceeded.
Freight lift (ee) At its own expense to make good any
damage caused to any freight lifts through
careless loading or discharging of machinery
goods raw materials or articles into or from
such lifts or through over-loading the same
beyond the permitted carrying capacity
thereof.
Passenger lift (ff) Not to use or permit to be used the
passenger lifts of the Building for the
purpose of carrying any furniture or goods or
heavy articles, and to observe the
regulations affecting the use of all lifts as
indicated therein or notified by the Landlord
or the Building Manager or its agents from
time to time.
No queue up (gg) Not to allow any visitor, licensee or
outside premises invitee of the Tenant to stand or queue
up outside the said premises thereby causing
obstruction to the entrances stairways
corridors passages used in common with the
other tenants and occupiers of the Building.
Trade refuse (hh) To be responsible for the satisfactory
removal of all trade and other refuse from
the said premises to the refuse disposal area
of the Building.
Building Manager's (ii) To observe and to comply with regulations
regulations or requirements stated in notices or
announcements from time to time made or
issued by the Building Manager or its agents
or the Landlord for the maintenance and
management of the Building including the time
and arrangement for operating the equipment,
lifts, lighting and the use of entrance and
passage ways.
Landlord's 3. THE LANDLORD COVENANTS AND AGREES WITH
THE covenants TENANT as follows:
Allow quiet (a) To permit the Tenant, paying the rent
enjoyment hereby reserved and all charges payable
hereunder and performing and observing the
agreements hereinbefore contained, to
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 or in trust for
him.
-13-
Property Tax (b) To pay the Property Tax which are now or
may hereafter during the said term be imposed
by the Government upon the said premises.
Maintain (c) To maintain and keep or cause to be
structure maintained or kept the main structure of
the said premises and every part of such main
structure the main drains and pipes in proper
and tenantable repair and condition Provided
that the Landlord's liability hereunder shall
not be deemed to have arisen unless and until
written notice of any want of repair of the
same shall have been previously given by the
Tenant to the Landlord and the Landlord shall
have failed to take step to repair the same
after the lapse of a reasonable time.
Mutual 4. PROVIDED ALWAYS AND IT IS MUTUALLY AGREED
Agreements as follows:
Default
(a)(i) That if and whenever any part of
the rent hereby reserved or any other
payments payable by the Tenant hereunder
shall be in arrear (whether the same shall
have been formally demanded or not) or if
and whenever there shall be a breach of any
of the agreements by the Tenant hereinbefore
contained or if the Tenant (being an
individual or sole proprietor or partnership)
shall commit an act of bankruptcy or shall
have its business registration cancelled or
(being a corporation) shall go into
liquidation (either voluntary or otherwise)
or shall have any order made or resolution
passed for winding up or if the Tenant shall
enter into any composition or arrangements
with his creditors or shall suffer execution
to be levied upon any of Landlord's his
Landlord's goods or effects in the said premises
right of the Landlord shall right of upon the
re-entry 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
-14-
by reason of any antecedent breach of
any of the obligations on the part of the
Tenant hereinbefore contained AND the deposit
paid hereunder shall be forfeited to the
Landlord as and for liquidated damages and
not as penalty but without prejudice to the
Landlord's right to claim any further damages
which the Landlord shall have sustained or
may sustain AND a written notice served by
the Landlord on the Tenant or left at the
said premises to the effect that the Landlord
thereby exercises the power of re-entry shall
be a full and sufficient exercise of such
power without actual entry on the part of the
Landlord.
(ii) Notwithstanding the foregoing, the
Landlord may in any such event at its option
elect not to terminate this Agreement but to
deduct from the deposit the amount of any
monetary loss incurred by the Landlord in
consequence of the breach, non-observance or
non-performance by the Tenant in which event
the Tenant shall, as a condition precedent to
the continuation of the tenancy, deposit with
the Landlord the amount so deducted and, if
the Tenant shall fail so to do, the Landlord
shall forthwith be entitled to re-enter on
the said premises and to determine this
Agreement in which event the deposit may be
forfeited to the Landlord as hereinbefore
provided.
Default Interest (iii) Notwithstanding anything
hereinbefore contained in the event of
default in payment of rent or additional
outgoings on the date on which the same falls
due for payment, the Tenant shall farther pay
to the Landlord on demand interest on the
amount in arrears at the rate of 1.5% per
month calculated from the date on which the
same became due for payment (as stipulated in
Clause I hereof) until the date of payment
and Provided That the demand and/or receipt
by the Landlord of interest pursuant to this
provision shall be without prejudice to and
shall not affect the right of the Landlord to
exercise any other right or remedy hereof
(including the right of re-entry) exercisable
under the covenants and conditions of this
Agreement.
-15-
(iv) If the day on which the rent or
additional outgoings or other payments fall
due under this Agreement is a public holiday,
relevant payment of rent or additional
outgoings or otherwise shall be due and
payable on the preceding business day.
(v) The Landlord is not obliged to accept
payment of amounts payable hereunder in any
form other than banknotes and if payment is
made by the Tenant by cheque, such cheque
must reach the office of the Landlord before
3:30 p.m. afternoon if such payment is made
on any weekday except Saturday, if payment is
made on Saturday, such payments shall be made
before 12:00 noon otherwise the payment shall
be deemed to have been paid by the Tenant on
the following day. The Tenant shall be deemed
to have defaulted in making due payment for
the purpose of 4(a)(ii) of this Agreement if
the payment is not made before the aforesaid
times on the due date.
(vi) The Tenant shall be responsible for and
indemnify the Landlord from all expenses
(including surveyor's fees and solicitor's
cost on a solicitor and own client basis)
incurred by the Landlord incidental to the
preparation and service of a notice under
Section 58 of the Conveyancing and Property
Ordinance notwithstanding forfeiture is
avoided otherwise than by relief granted by
the Court.
-16-
Abatement of rent (b) In the event of the said premises or any
part thereof at any time during the said term
being damaged or destroyed by fire or by any
other cause (not attributable to the act or
default of the Tenant) so as to be unfit for
occupation and use or become subject to a
closure order or become totally inaccessible
to the Tenant then the rent hereby reserved
or a fair proportion thereof according to the
nature and extent of the damage sustained
shall be suspended until the said premises
shall again be rendered fit for occupation
and use or until the said premises cease to
be subject to a closure order or cease to be
totally inaccessible and any dispute
concerning this clause shall be determined by
arbitration in accordance with the
Arbitration Ordinance Cap.341 of the Laws of
Hong Kong or any statutory enactment in that
behalf for the time being in force Provided
Always that the Landlord shall not be
required to reinstate the said premises if by
reason of their condition or any local
regulations or other circumstances beyond the
control of the Landlord it is in the opinion
of the Landlord not economical or practicable
or reasonable so to do. If the said premises
or the Building shall not be reinstated as
aforesaid after six months of the occurrence
of such damage or destructions either party
may terminate this Agreement by serving to
the other notice in writing whereupon this
Agreement shall then become null and void and
neither party shall have any claim against
the other save and except any claim for
antecedent breaches.
Not implied (c)(i) 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 stipulations and
conditions herein contained arid on the
Tenant's part to be observed and performed.
-17-
No condoning be (ii) No condoning, excusing or overlooking
waiver by the Landlord of any default, breach
or non-observance or non-performance by the
Tenant at any time or times of any of the
covenants agreements stipulations terms and
conditions herein shall operate or be
regarded as a waiver of the Landlord's right
hereunder in respect of any continuing or
subsequent default, breach or non-observance
or non-performance or so as to defeat or
affect in any way the rights and remedies of
the Landlord hereunder in respect of any
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 otherwise expressed in
writing.
Act or default (d) For the purpose of these presents any act
Tenant's agents default or omission of the agents servants
servants etc. visitors customers and workmen of the
Tenant shall be deemed to be the act default
or omission of the Tenant.
(e) To the extent that the Tenant can
lawfully do so the Tenant hereby expressly
declares 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
by any ordinance or regulation of Hong Kong
protecting tenants or lessees from eviction
but will promptly and punctually quit and
deliver up possession of the said premises at
the expiration of this Agreement or sooner
determination as aforesaid.
Deposit (f)(i) The Tenant shall on the signing of
this Agreement pay to the Landlord the sum as
set out in Part IV of the Second Schedule
hereto by way of deposit for the due
performance and observance of the agreements
on the part of the Tenant herein contained.
At the expiration or sooner determination of
this Agreement subject to prior forfeiture in
accordance with Clause 4(a) hereof if the
Tenant shall have paid all rent due hereunder
and if there shall be no breach of any of the
agreements on the Tenant's part to be
observed and performed the Landlord will
repay to the Tenant the said deposit but
without interest within 45 days after
delivery of vacant possession of the said
premises to the Landlord and after full
settlement of all outstanding payments in
respect of the said premises payable by the
Tenant.
(ii) In the event that the Premises and/or
this Agreement shall be assigned by the
Landlord to any person(s), the Landlord shall
be entitled (incidental to such assignment)
to transfer directly the said deposit or the
balance thereof after making any deduction in
manner aforesaid (whether with or without the
consent of the Tenant) to such assignee(s)
provided that such assignee(s) shall
undertake with the Tenant to refund such
deposit or balance thereof in accordance with
the provisions hereof and the Tenant shall at
the request of the Landlord enter into sign
and execute such agreements, deeds or
documents in such form and substance to the
satisfaction of the Landlord to release the
Landlord's obligation in respect of the
refund of the said deposit or balance thereof
and to give effect to the transfer pursuant
to this Sub-clause.
-18-
No premium or (g) The Tenant hereby expressly declares that
key money etc. he has paid no premium construction fee,
key money or other sum of money of a similar
nature to the Landlord or other person or
persons authorised by him for the possession
of the said premises or for the granting of
this Agreement.
Exclusion of (h) The Landlord shall not be under any
liability liability 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 any such other person caused by or
through or in any way owing to:
(i) any typhoon overflow of water or escape
of fumes smoke fire or any other substance or
thing originating from anywhere within the
Building. The Tenant shall fully and
effectually indemnify the Landlord from and
against all actions proceedings costs
expenses liabilities claims and demands made
against the Landlord by the Tenant or 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 originating from the said premises or
to the act omission negligence 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 or
demand
-19-
(ii) any defect in or breakdown of or
suspension of service of the lifts escalator
air-conditioning system electric power water
supply or any other building service whether
due to accident repair overhaul or otherwise
in the Building.
(iii) the failure or malfunction of the
computer systems used in the operation and
management of the said Building, whether the
same is operated controlled or owned by the
Landlord, the manager of the said Building or
otherwise due to the same not being Year 2000
compliant or otherwise, the Tenant shall not
be entitled to claim any abatement or
reduction of rent for early termination of
the tenancy on the aforesaid ground.
No liability in (j) The Landlord shall not be under any
security or safe liability to the Tenant or to any other
keeping person whomsoever for the security or
safekeeping of the said premises or anything
therein, in particular but without prejudice
to the generality of the foregoing, the
provision by the Landlord of any watchman
caretaker or any mechanical or electrical
security system shall not be construed to
create any obligation or liability on the
part of the Landlord in respect of any
negligence default defect or failure of the
same.
No liability in (j) The Landlord or his agents accepts no
respect of defect responsibility for any accident or damage
in building which maybe caused to the Tenant or any
facility occupier of the said premises or their
or his or her servants or customers arising
from any defect in or operation of any lift
escalator or facilities in the Building.
Distraint of rent (k) For the purpose of Part III of the
Landlord and Tenant (Consolidation) Ordinance
Chapter 7 and of these presents the rent
payable in respect of the said premises shall
be and be deemed to be in arrear if not paid
in advance at the times and in the manner
hereinbefore provided for payment thereof.
All costs of and incidental to the demand for
rent distraint or any legal action for the
recovery of rent and any other sums due
hereunder shall be recoverable from the
Tenant as a debt.
-20-
Re-letting notice (l) During the three months immediately
preceding the expiration of the term hereby
created the Landlord shall be at liberty to
affix and maintain without interference upon
any external part of the said premises a
notice for re-letting the said premises and
the Tenant shall permit persons authorised by
the Landlord or its agents at all reasonable
times of the day to view the said premises or
any part thereof.
Expression of (m) The expression "the Tenant" shall (where
"Tenant" the context permits) mean and include
the party or parties specifically named and
shall not include the executors and
administrators of any such party or where
such party is a corporation any liquidator
thereof.
Non-payment of (n) The Landlord shall be entitled to treat
rates and non-payment of rates (if any) and
management fee management fee and of any amount payable
by the Tenant -hereunder or any part thereof
in all respects as non-payment of rent under
this Agreement.
Service of Notices (o) Any notice under this Agreement shall be
in writing and any notice to the Tenant shall
be sufficiently served if addressed to him
and sent by prepaid post to or delivered at
the said premises or any part thereof or his
last known business address in Hong Kong or
its registered office as recorded in the
Company Registry and any notice to the
Landlord shall be sufficiently served if
addressed to him and sent by prepaid post or
delivered to its last known address in Hong
Kong or its registered office as recorded in
the Company Registry. Any notice sent by
prepaid post shall be deemed to have been
received by the Tenant at the time when in
due course of post it would be delivered at
the address to which it is sent.
Break open (p) In the event of fire, typhoon or other
case of contingencies which in the opinion of the
emergency Landlord may cause or threaten to cause
damage or injury to the said premises or the
Building, the Landlord shall have power m the
absence of the Tenant to break open any outer
door or windows of the said premises and to
do such other things as may be necessary to
prevent the said premises and/or the Building
from being damaged or injured or further
damaged or injured and in such event the
Landlord shall not be liable to the Tenant
for any loss or damage which the Tenant may
sustain thereby.
-21-
Redevelopment (q) Notwithstanding any provisions to the
Clause contrary contained in this Agreement, if
at any time during the currency of the term
hereby granted the Landlord shall resolve to
demolish and rebuild the Building (which
intention to demolish and rebuild shall be
sufficiently evidenced by a copy of a
resolution of its directors certified to be
true and correct by its secretary) or shall
sell or assign or enter into any agreement
for the sale or assignment of the whole or
any part of the Building of which the said
premises form part then in such event the
Landlord shall be entitled to give six
months' notice in writing expiring at the end
of any calendar month during the tenancy
hereby created terminating this Agreement and
immediately upon the expiration of such
notice this Agreement and everything herein
contained shall cease and be void but without
prejudice to the rights and remedies of
either party against the other in respect of
any antecedent claim or breach of any of the
agreements and stipulation herein set out.
Legal costs and (r) All costs of and incidental to the
stamp duty preparation completion and stamping of
this Agreement shall be borne and paid by the
parties hereto in equal shares Provided That
if the Tenant engages another firm of
Solicitors to act for him the Tenant shall
pay half of the Landlord's Solicitor's charge
for preparation and completion of this
Agreement plus half share of stamp duty and
disbursements on this Agreement and its
duplicate.
No liability on 5. Bangkok Bank Public Company Limited, the
Mortgagee to Mortgagee of the said premises ("the
refund deposit Mortgagee") or its successors and assigns,
etc. including any purchaser of the said
premises from the Mortgagee or any person
deriving title from the Mortgagee shall not
be under any liability to return the deposit,
premium, or other moneys whatsoever paid or
is payable under this Agreement by the Tenant
to the Landlord, whether to the Tenant or its
successors or permitted assigns or any other
person entitled thereto at the expiration or
sooner determination of the tenancy and the
Tenant and his successors shall (as against
the Mortgagee and its successors) have no
right of and shall not seek to set off the
deposit, premium or other moneys whatsoever
as aforesaid against any monies payable by
the Tenant and his successor under this
Agreement.
-22-
Tenant consent to 6. The Tenant acknowledge and agrees that from
release of time to time during and after the expiry of this
information tenancy, it way be necessary for the
Landlord to disclose, release, transfer or
otherwise make use of all or any personal
information relating to the Tenant collected,
held or processed by the Landlord
("Information") to any third parties in Hong
Kong or overseas ("other third parties"). The
Tenant agrees and consents to the disclosure,
release, transfer to other bird parties or
otherwise use of any Information by the
Landlord for the purpose of or in connection
with the tenancy hereby created, the said
premises or the Landlord's business.
Special Conditions 7. This Agreement is also subject to the
special conditions set out in the Fifth
Schedule hereto (if any).
No representation 8. This Agreement set out the full
agreement between the parties and supersedes
all previous representations, warranties or
understanding, written or verbal, that the
parties may have made in respect of the said
premises or the Building.
Jurisdiction 9. This Agreement shall be governed by the
laws of Hong Kong and the parties shall
submit to the non-exclusive jurisdiction of
the courts of Hong Kong.
10. It is hereby declared that all reference
to Hong Kong shall mean the Hong Kong Special
Administrative Region and the Government
shall mean the Government of the Hong Kong
Special Administrative Region and (if the
context permits or requires) the singular
number shall include the plural and the
masculine gender shall include the feminine
and the neuter.
AS WITNESS the hands of the parties hereto the day and year first
above written.
-23-
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
THE TENANT
INTAC INTERNATIONAL HOLDINGS LIMITED whose registered office is
situate at Room 9, 18th Floor, Modem Warehouse, 6 Xxxxx Xxx
Street, Xxxx Xxxx, Kowloon, Hong Kong.
PART II
THE SAID PREMISES
ALL THOSE UNIT NOS.3-5 on the SEVENTEENTH FLOOR of XXXXXXXX
CENTRE.
PART III
THE SAID TERM
TWO (2) YEARS commencing from 20th day of March 2002 and expiring
on the 19th day of March 2004 (both days inclusive).
THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
Monthly Rent: HK$18,330.00 per month exclusive of government
rent, rates and management charges.
PART II
Government Rent: HK$1,649.70 per quarter subject to the
government periodic review
Government Rates: HK$2,749.50 per quarter subject to the
government periodic review
PART III
Management Fee: HK$3,391.00 per month subject to revision
PART IV
Rental Deposit: HK$ 54,990.00
Management Fee Deposit: HK$ 10,173.00
-------------
Total Deposit: HK$ 65,163.00
=============
-24-
THE THIRD SCHEDULE ABOVE REFERRED TO
Landlord's Reservations
The Landlord reserves the following rights and privileges
1. Subject to the terms of the Government Grant, the right to
use install affix, or to grant or assign or license the
right to do so, through any part of the said premises
(a) Lines, pipes, conduits, chimneys, plant, machinery and
other apparatus;
(b) signs, placards, posters and other advertising
structures whatsoever (whether illuminated or not) on
the exterior
(c) antennae system, transmitter system, transponder
system, cable system, cable television system,
satellite television system, master antennae, aerial,
broadcast distribution system, microwave distribution
system, cable and wireless communication system and
transmission and transponder system; and
(d) other fixture, installations and equipment as the
Landlord shall think fit
2. The tight at all times to build and operate in such part or
parts of the land and the. Building including but not
limited to common areas and/or common facilities and/or the
external wall of the Building or part thereof for any
purposes as the Landlord or the Building Manager sees fit
Provided that such building and operation works shall not
contravene the terms and conditions of the Government Grant
or adversely or materially affect the exclusive right of the
Tenant to use occupy and enjoy the said premises. The
Landlord shall not incur any liability to the Tenant or any
person having an interest in the land in respect of any
inconvenience, disturbance, damage or loss that may be
caused by or arise from such building work or operation
work.
3. The fill and exclusive right, at any time and from time to
time, to alter and re-alter the facade and any or all of the
external walls and the external appearance of the Building
in such manner as the Landlord may at its absolute
discretion thinks fit
4. The right at all times to relocate any of the Building's
common facilities to any part of the Building as the
Landlord shall deem fit Provided that such relocation shall
not adversely or materially affect the right of the Tenant
to use occupy and enjoy the said premises. Such tight shall
extend equally to all necessary contractors agents workers
and other persons authorised by the Landlord.
5. The exclusive and unrestricted right and privilege to change
the name of the Building or any part thereof as the Landlord
shall in its absolute discretion think fit and shall not be
liable to the Tenant for any damages, claims, costs or
expenses resulting therefrom or in connection therewith.
6. The right to designate or re-designate the floor numbering
and to sub-divide or re-subdivide any floor or part of the
Building and re-designate the numbering of the said
premises.
-25-
AND the Landlord may at any time assign any or all of its rights
hereinbefore mentioned in this Clause wholly or in part and in
any manner to another person(s) or company(ies) in its absolute
discretion without reference to the Tenant.
THE FOURTH SCHEDULE ABOVE REFERRED TO
Further Covenants and Restrictions
The Tenant shall observe and comply with the following
covenants and restrictions:
1. Not to make any structural or other alterations to any part
of the said premises which may damage or interfere with the
use and enjoyment of any other part of the Building nor cut,
injure, damage, alter or interfere with any other parts of
the Building or the common facilities.
2. Not to permit sewage or refuse water to flow from the said
premises onto any adjoining or nearby land or allow any
decaying, noxious, excrementitious or other refuse matter to
be deposited on any portion of the land on which the
Building is erected.
3 To comply with and observe all Ordinances, bye-laws,
regulations and rules for the time being in force in Hong
Kong and governing the control of any form of pollution
(including noise and water pollution), whether aerial or
otherwise, and the protection of the environment.
4 Not to install or use on the said premises or any part
thereof or in any part of the Building any machinery,
furnace, boiler or other plant or equipment or any fuel or
method or process or treatment which might in any
circumstances result in the discharge or emission, whether
aerial or otherwise, on or from the land or any part thereof
or from any building or buildings erected thereon of any
noxious, harmful or corrosive matter, whether it be in the
form of gas, smoke, liquid or solids and which shall in the
opinion of the Manager be excessive unnecessary for the
proper use and enjoyment of the land and the Building of
which it forms part.
5. To comply with all lawful requirements of the Director of
Fire Services made under the Dangerous Goods Ordinance, any
regulations made thereunder and any amendments thereto.
6. To be responsible for and shall indemnify the Building
Manager and all other owners and occupiers of the Building
against any actions, proceedings, claims and demands
whatsoever arising out of or in respect of any loss or
damage to any person or property canoed by or as a result of
the act or negligence of the Tenant or any person using such
part or parts of the said premises with his consent
expressed or implied or by or through or in any way owing to
the overflow of water therefrom.
7. To be liable to the Manager and all other owners for the
acts, omissions or default of
-26-
water without the poor written consent of the Director of
Environmental Protection and the Building Manager, who may
as a condition of granting his consent require the Tenant to
provide, operate and maintain at the Tenant's own expense on
the land or in the Building or otherwise and to the
satisfaction of the Director of Environmental Protection and
the Building Manager suitable works for the treatment and
disposal of such trade effluent or foul or contaminate or
cooling or hot water PROVIDED that any such works,
installations, erections, constructions for the treatment
and disposal of such trade effluent or foul or contaminate
or cooling or hot water shall be provided within the said
premises and shall not adversely affect the structure of the
Building nor exceed the designed floor loading.
31. Not to carry out alteration of electricity supply to the
said premises without the written consent of the Building
Manager and the Building Manager may impose various
conditions for such consent including submission of an
interest-free deposit by the Tenant.
32. Not to erect affix install attach or permit or suffer to be
erected affixed installed or attached in or on or at the
door or doors or entrance or entrances of the said premises
any metal grille or shutter or gate which shall in anyway
contravene the regulations of the Fire Services Department
or other competent authority concerned from time to time in
force and such metal grille or shutter or gate shall be of
such design end material as shall be approved by the
Building Manager.
33. Not to place on any pert of the floors of the Building any
machinery goods or merchandise which may cause the maximum
floor loading bracing capacity thereof (as specified on such
floor) to be exceeded and in the event of breach of this
covenant the Tenant shall at his own cost appoint a
Registered Structural Engineer and shall make good any
damage caused thereby to that part of the Building or any
fixtures and fittings therein in accordance with the
direction and to the satisfaction of the Registered
Structural Engineer. Provided That the making good of such
damage to aforesaid shall be without prejudice to any
further right available to the landlord and the Building
Manager by virtue of such breach nor shall it be construed
as any waiver or forbearance of such breach.
34. To take all such necessary measures as may be required by
and to the satisfaction of the Director of Environmental
Protection to ensure that the operation of all plant sad
equipment installed or used on the said premises or any part
thereof will not cause any noise which disturbs or annoys
the residents or occupiers of any adjoining or neighhouring
lot or lots or premises, or causes disturbance to the
general public. The decision of the Director of
Environmental Protection as to whether any such plant and
equipment are causing disturbance or annoyance as aforesaid
shall be final and binding on the Tenant. In the event of a
breach hereof, the Tenant shall make good any damage caused
thereby to the said premises and the Building or any part or
parts thereof or to the occupants thereof; and provided
further that the making good of such damage as aforesaid
shall be without prejudice to any further right available to
the Landlord and the Building Manager by virtue of such
breach nor shall it be construed as any waiver or
forbearance of such breach.
-27-
THE FIFTH SCHEDULE ABOVE REFERRED TO
This Agreement is also subject to the following special
conditions which shall have the same effect as if incorporated
therein:
1. The Tenant shall be entitled to a rent free period of forty-
five (45) days from 20th March 2002 to 3rd May 2002 (both
days inclusive) Provided that the Tenant shall be required
to pay Government Rent, rates, management fee and all other
outgoings during the said rent free period.
2. The said premises shall be handed over to the Tenant in its
"as is" state and condition.
3. The Tenant further agrees to the Landlord that upon the
expiration or sooner determination of this Agreement, the
Tenant shall reinstate the said premises and deliver up
vacant possession of the said premises in a state of good
repair and tenantable condition (including demolishing the
existing decoration or additional decoration or fitting and
removal of all rubbish and sundries within the said
premises) to the satisfaction of the Landlord.
-28-
SIGNED by )
)
)
for and on behalf of the Agent for the )
)
Landlord whose signature is verified by:- )
Solicitor, Hong Kong SAR.
Woo, Xxxx, Xxx & Lo.
SIGNED by )
)
)
)
for and on behalf of the Tenant in the )
)
presence of: )
XXXXX, XXXX XXX LING
Clerk to Messrs. Woo, Xxxx, Xxx & Lo
Solicitors &c., Hong Kong SAR.
I hereby verify the signature of
XXXXX, XXXX XXX LING
XXXXXX XXX XXX XXXXXX
Solicitor, Hong Kong SAR.
WOO, XXXX, XXX & LO.
-29-
RECEIVED the day and year first above written of and )
)
from the Tenant the sum of HONG KONG DOLLARS SIXTY )
)
FIVE THOUSAND ONE HUNDRED SIXTY-THREE ONLY )
)
being the deposit money above mentioned to be paid by )
the Tenant )HK$65,163.00
to the Landlord. )
VERIFICATION of the signature(s):-
Solicitor, Hong Kong SAR
Woo, Xxxx, Xxx & Lo.
-30-
