EXHIBIT 10.69
Dated the 19 day of December 2002
MAN HING HONG LAND INVESTMENT
COMPANY LIMITED
[(CHINESE CHARACTERS)]
and
XXXX.XXX (HONG KONG) LIMITED
[(CHINESE CHARACTERS)]
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TENANCY AGREEMENT
of
Offices Nos.1003-1004 on 10th Floor of Man Xxx Building, Xx.00 Xxx Xxxxx Xxxx
Xxxxxxx, Xxxx Xxxx erected on The Remaining Portion of Marine Lot No.14.
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Xxxxxxx Xxxxxx & Master
Solicitors & Notaries,
00xx Xxxxx, Xxxxxx'x Xxxxxxxx,
00 Xxxxxx Xxxx, Xxxxxxx,
Xxxx Kong.
LSKL/6553008/7/LLF/jan
(121202)
I N D E X
SECTION I PARTICULARS
1.1 Parties
1.2 Premises, Term, Rent and User
SECTION II RENT AND OTHER CHARGES
2.1 Rent
2.2 Management and Air-Conditioning Charges
2.3 Rates
2.4 Utility Charges and Deposits
SECTION III OBLIGATIONS
3.1 Compliance with Ordinances
3.2 Fitting Out
3.3 Installation of Telephone Cables
3.4 Good Repair of Interior
3.5 Installation of Wires Cables and Services
3.6 Replacement of Windows
3.7 Repair of Electrical Installations
3.8 Good Repair of Toilets and Water Apparatus
3.9 Cleaning and Cleaning Contractors
3.10 Cleaning of Drains
3.11 To Permit Landlord to Enter and View
3.12 To Execute Repair on Receipt of Notice
3.13 Inform Landlord of Damage
3.14 Protection from Typhoon
3.15 Indemnification of Landlord
3.16 Insurances
(a) Third Party
(b) Glass
(c) Water Damage
(d) Tenant's Fittings and Stock
3.17 Air-conditioning of Premises
3.18 Refuse and Garbage Removal
3.19 Service Entrances
3.20 Common Areas
3.21 Contractors Employees Invitees and Licensees
3.22 Directory Boards
3.23 Outside Windows
3.24 Keep Premises Open
3.25 Conducting of Business
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3.26 Regulations
3.27 Security System
3.28 Yield Up Premises and Handover
3.29 Adjacent Excavation or Shoring
3.30 Re-decoration of Premises
3.31 Security Guards
3.32 Pipes, Conduits, Indoor Antenna and Drainage
SECTION IV OBLIGATIONS
4.1 Quiet Enjoyment
4.2 Government Rent and Property Tax
SECTION V RESTRICTIONS AND PROHIBITIONS
5.1 Installation and Alterations
5.2 Injury to Main Walls
5.3 Alteration to Exterior
5.4 Obstruction to Outside Windows
5.5 Noise
5.6 Signs and Advertisements
5.7 Auctions and Sales
5.8 Illegal Immoral or Improper Use
5.9 No Touting
5.10 Sleeping or Domestic Use
5.11 Manufacture and Storage of Merchandise
5.12 Obstructions in Passages
5.13 Parking and Loading Outside the Premises
5.14 Goods and Merchandise Outside the Premises
5.15 Preparation of Food and Prevention of Odours
5.16 Food by Serviceways
5.17 Animals, Pets and Infestation
5.18 Subletting, Assigning etc.
5.19 Breach of Government Grant, etc.
5.20 Breach of Insurance Policy
5.21 Locks
5.22 Aerials
5.23 No Gambling
5.24 Tenant's
5.25 Fire Shutters
5.26 Prohibited Names
5.27 Discharge of Effluent
5.28 Maximum Capacity of Lifts
5.29 Fabric or Decorative Features of Common Areas
5.30 Wiring, Cables or Other Articles Outside The Premises
5.31 Shrines or Religious Ceremonies
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SECTION VI EXCLUSIONS
6.1 Lifts, Air-conditioning, Utilities
6.2 Fire and Overflow of Water
6.3 Security
6.4 Causes Other Than Landlord's Wilful Default
SECTION VII ABATEMENT OF RENT
7.1 Suspension of Rent in Case of Fire Etc.
SECTION VIII DEFAULT
8.1 Default
8.2 Acceptance of Rent
8.3 Interest
8.4 Disconnection of Electricity Supply etc.
8.5 Acts of Employees Invitees and Licensees
8.6 Re-entry
8.7 Distraint
8.8 Expenses of Notice of Default
8.9 Arrear
SECTION IX DEPOSIT
9.1 Deposit
9.2 Increase in Deposit
9.3 Repayment of Deposit
9.4 Personal Guarantee
SECTION X REGULATIONS
10.1 Introduction of Regulations
10.2 Conflict
10.3 Not Liable for Loss
SECTION XI SUBMISSION AND APPROVAL OF PLANS
11.1 Submission of
11.2 Alteration to Building Services
11.3 Approval of Plans
11.4 Fitting Out Deposit
11.5 Miscellaneous
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SECTION XII INTERPRETATION AND MISCELLANEOUS
12.1 Name of Building
12.2 Landlord's Rights Regarding Common Areas and Common Facilities
12.3 Public System
12.4 Condonation Not a Waiver
12.5 Letting Notices and Entry
12.6 Service of Notice
12.7 Gender
12.8 Marginal Notes, Headings and Index
12.9 Stamp Duty and Costs
12.10 No Fine
12.11 Exclusion of Warranties
12.12 Joint and Several Liability
12.13 Building Manager
12.14 Special Conditions
FIRST SCHEDULE
Part I - Landlord and Tenant
Part II - Premises and Building and Lot
Part III - Term
Part IV - Deposit
Part V - User
Part VI - Legal Costs
SECOND SCHEDULE
Part I - Rent
Part II - Management and Air-Conditioning Charges
THIRD SCHEDULE
Part I - Normal Business Hours
Part II - Special Conditions
Execution Clause
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TENANCY AGREEMENT
SECTION I
PARTICULARS
Parties
1.1 An Agreement made this __________ day of __________ 200
BETWEEN the company detailed as the Landlord in Part I of the First
Schedule hereto (hereinafter called "the Landlord") of the one part and
the person firm or company detailed as the Tenant in Part I of the First
Schedule hereto (hereinafter called "the Tenant") of the other part.
WHEREBY IT IS AGREED AS FOLLOWS : -
PREMISES, TERM, RENT AND USER
1.2 The Landlord hereby lets to the Tenant ALL THOSE the premises (hereinafter
referred to as "the Premises") forming part of all that building
(hereinafter referred to as "the Building") which said premises and said
building are more particularly described and set out in Part II of the
First Schedule hereto together with the use in common with the Landlord
and all others having the like right of the entrances staircases landings
passages and toilets in the Building in so far as the same are necessary
for the proper use and enjoyment of the Premises and except in so far as
the Landlord may from time to time restrict such use And together with the
use in common as aforesaid of the lift service escalators air-conditioning
facilities in the Building (if any and whenever the same shall be
operating) for the term set forth in Part III of the First Schedule hereto
YIELDING AND PAYING therefor throughout such term rent and other charges
as are from time to time payable in accordance with the provisions set out
in Part I and Part II of the Second Schedule hereto which sums shall be
payable exclusive of rates clear of all deductions on the first day of
each calendar month the first and last of such payments to be apportioned
according to the number of days in the month included in the said term and
the Tenant agrees to use the Premises only for the purpose as set forth in
Part V of the First Schedule hereto and not for the sale or provision of
any other kind of goods service or other purpose whatsoever without the
express permission of the Landlord in writing.
SECTION II
RENT AND OTHER CHARGES
The Tenant covenants with the Landlord as follows : -
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RENT
2.1 To pay on the days and in the manner hereinbefore provided the said rent.
MANAGEMENT AND AIR-CONDITIONING CHARGES
2.2 To pay to the Landlord punctually throughout the said term contributions
towards the costs and expenses or charges for the maintenance and supply
of central air-conditioning (if any) and the provision of management
services to the Premises the current rate of which is set forth in Part II
of the Second Schedule hereto subject to the following : -
(a) Such contributions shall be paid by the Tenant to the Landlord in
advance on the first day of each and every calendar month without
deduction whatsoever.
(b) In the event of a deficiency occurring or seeming to the Landlord
likely to occur, the Landlord shall be entitled to demand collect
and recover from the Tenant such additional contributions or charges
as the Landlord may determine. The Landlord's and the amounts of
additional contributions or charges shall be conclusive and binding
on the Tenant.
(c) If the Tenant shall require air-conditioning outside the hours set
out in Part I of the Third Schedule hereto, the same may be provided
on not less than 48 hours' advance notice in writing to the Landlord
at such rate as the Landlord may from time to time charge for
providing the same. The Tenant shall pay the cost of the additional
air-conditioning in advance therefor which may be rendered weekly or
at such other intervals as the Landlord may decide.
(d) The Landlord shall be entitled from time to time to increase the
contributions or charges provided for in this clause if in the
opinion of the Landlord there is an increase in the costs including
overhead costs of the Landlord for the provision of air-conditioning
or management services. The Landlord shall give the Tenant one
month's notice of such increases and the Tenant shall pay for such
increases if such increases are payable by all occupiers of the
Building. The Landlord's assessment of the increases shall be
conclusive and binding on the Tenant.
RATES
2.3 To pay and discharge all rates taxes assessments duties impositions
charges and outgoings whatsoever now or hereafter to be imposed or levied
on the Premises or upon the owner or occupier in respect thereof by the
Government of the Hong Kong Special Administrative Region or other lawful
authority (property tax, Government rent and outgoings of a capital or
non-recurring nature alone excepted). Without prejudice to the generality
of this Clause the Tenant shall unless the Landlord otherwise directs pay
all rates imposed on the Premises in the first place to the Landlord who
shall settle the same with the Government of
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the Hong Kong Special Administrative Region and in the event of the
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 Government
of the Hong Kong Special Administrative Region on the basis of a notional
rateable value equal to twelve able by the Tenant on account of the
liability rent under this Clause which sum shall be payable on a monthly
basis in advance and any overpayment or underpayment by the Tenant shall
be adjusted when the Premises have been assessed to rates.
UTILITY CHARGES AND DEPOSITS
2.4 To pay and discharge all deposits and charges in respect of gas water
electricity air-conditioning and telephone as may be shown by or operated
from the own metered supply or by accounts rendered to the Tenant in
respect of all such utilities consumed on or in the Premises.
SECTION III
TENANT'S OBLIGATIONS
The Tenant further covenants with the Landlord : -
COMPLIANCE WITH ORDINANCES
3.1 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 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 and without prejudice to the
foregoing to obtain any licence approval or permit required by any
Governmental or other competent authority in connection with the Tenant's
use of the Premises prior to the commencement of the or 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 and to notify the Landlord forthwith in writing of any notice
received from any statutory or public authority concerning or in respect
of a possible breach of this Clause.
FITTING OUT
3.2 To accept the condition of the Premises as at the commencement of this
Agreement and to fit out the interior of the Premises by engaging a
contractor to be first approved by the Landlord in a good and proper
workmanlike manner using good quality materials approved by the Landlord
and in accordance with such plans and specifications as shall have been
first submitted to and approved in writing by the Landlord under Section
XI hereof and in accordance with such other requirements and provisions of
Section XI hereof and to maintain the same throughout the said term in
good condition and repair to the satisfaction of the Landlord. In carrying
out any approved work hereunder, the Tenant shall and
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shall cause its servants agents contractors and workmen to observe the
fitout rules to be issued by the Landlord from time to time and to be
signed by the Tenant prior to the commencement of the fitting out works
and to co-operate fully with the Landlord and all servants agents and
workmen of the Landlord and with other tenants or contractors carrying out
any work in the Building. The Tenant shall obey and cause its servants
agents contractors and workmen to obey and comply with all instructions
and directions which may be given by the Landlord's servants or agents or
other authorised representatives in connection with the carrying out of
such works.
INSTALLATION OF TELEPHONE CABLES
3.3 The Tenant shall make its own arrangements with such authorised and
licensed telecommunication supplier with regard to the installation of
telephones and other communication systems in the Premises, but the
installation of telephone lines and communication lines outside the
Premises must be in the common ducting (if any) provided for that purpose
and in all respects be in accordance with the Landlord's
GOOD REPAIR OF INTERIOR
3.4 Save and except for fair wear and tear to keep all the interior non
structural parts of the Premises including the flooring and interior
plaster or other finishing material or rendering to walls floors and
ceilings and the shopfront signs (interior and exterior) (if any) external
grilles or shutters to the Premises and the Landlord's fixtures and
fittings therein and all additions (whether of the Landlord or the Tenant)
thereto including (without limitation and wherever the same shall be
installed in or upon the Premises) all escalators doors windows electrical
installations and wiring light fittings suspended ceiling fire fighting
apparatus and air-conditioning plant and ducting exhaust ducts and carbon
filters and all pipes plumbing and drainage facilities and all painting
papering and decoration thereof in good clean tenantable substantial and
proper repair and condition and as may be appropriate from time to time
properly painted and decorated cleansed cleared or replaced and so to
maintain the same at the expense of the Tenant and to deliver up the same
and all fittings fixtures and additions therein and thereto other than
tures and fittings to the Landlord at the expiration or sooner
determination of the said term (fair wear and tear excepted) in like
condition and without prejudice to the generality of the foregoing and
during the last year of the said term if reasonably required by the
Landlord to repaint and decorate the interior of the Premises.
INSTALLATION OF WIRES CABLES AND SERVICES
3.5 To install all wires pipes and cables and other services serving the
Premises in and through the ducts trunkings and conduits in the Building
provided by the Landlord for such purposes and at all times in accordance
with the La directions and not to install any such wires pipes cables or
other services without first providing the Landlord with full particulars
and a fully detailed plan and
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diagram of such intended installation and obtaining the La regard thereto,
such consent shall not be unreasonably withheld.
The Tenant will be permitted (at its own expense) to connect the Premises
to a central antenna (if any) to be installed at the Building by the
Landlord for the purpose of receiving television and wireless signals and
transmissions. Connection to the central antenna (when the same is
installed and available for connection) may be made after consultation
with the Landlord at such point as the Landlord shall in its absolute
discretion consider to be the closest location to the Premises
facilitating connection.
REPLACEMENT OF WINDOWS
3.6 To pay to or reimburse the Landlord the cost of replacing all broken or
damaged windows or glass including the curtain wall glazing of the
Premises (or elsewhere if used exclusively by the Tenant) whether or not
the same be broken or damaged by the negligence of the Tenant or owing to
circumstances beyond the control of the Tenant.
REPAIR OF ELECTRICAL INSTALLATIONS
3.7 At the expense of the Tenant to repair or replace if so required by the
appropriate utility company or authority under the terms of the
Electricity Supply Ordinance or any statutory modification or re-enactment
thereof or any regulations made thereunder or if the same becomes
dangerous or unsafe all the electricity wiring installations and fittings
within the Premises and the wiring from the Xxxx s meter or meters to and
within the same and the Tenant shall permit the Landlord and its
authorised representatives to test the same at any time upon request being
made at the Tenant's
GOOD REPAIR OF TOILETS AND WATER APPARATUS
3.8 At the expense of the Tenant to maintain toilets and water apparatus as
are located within and connected to the Premises (or elsewhere if used
exclusively by the Tenant or its licensees) in good clean 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
of the Public Health or other Government authority concerned and not to
use or permit or suffer to be used any toilet facilities whether shared
with other tenants or occupiers of the Building or reserved exclusively
for the use of the Tenant for any purpose other than that for which they
are intended and not to throw or permit or suffer to be thrown into any
W.C. pan, urinal, basin sink or other toilet fitting any foreign or
deleterious substance of any kind and to pay to the Landlord on demand the
cost of any breakage, blockage or damage resulting from a breach of this
provision.
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CLEANING AND CLEANING CONTRACTORS
3.9 To keep the Premises at all times in a clean and sanitary state and
condition and for the better observance hereof the Tenant shall only
employ such cleaning contractors of the Premises as shall be nominated by
the Landlord to perform all cleaning, disposal, pest control and related
cleaning and hygiene works. Such cleaning contractors shall be employed at
the expense of the Tenant.
CLEANING OF DRAINS
3.10 To pay on demand to the Landlord the reasonable cost incurred by the
Landlord in cleansing and clearing any of the drains choked or stopped up
owing to routine improper or careless use by the Tenant or its employees
contractors invitees or licensees.
TO PERMIT LANDLORD TO ENTER AND VIEW
3.11 To permit the Landlord its agents and all persons authorised by it with or
without workmen or others and with or without appliances at all reasonable
times to enter upon the Premises to view the condition thereof or so as to
gain access to any common areas or common facilities whether or not
serving the Premises exclusively and upon prior notice to the Tenant to
take inventories of the fixtures fittings and common facilities therein
and to carry out any work or repair required to be done provided that in
the event of an emergency the Landlord its servants or agents may enter
without notice and forcibly if need be and provided also that the Landlord
will cause as little damage or disturbance as is possible in exercising
such rights.
TO EXECUTE REPAIR ON RECEIPT OF NOTICE
3.12 To make good all defects and wants of repair (fair wear and tear excepted)
to the Premises for which the Tenant may be responsible hereunder within
the space of one month or such shorter period as the Landlord may require
from the receipt of written notice from the Landlord to amend and make
good the same, and if the Tenant shall fail to execute such works or
repairs as aforementioned to permit the Landlord to enter upon the
Premises and execute the same and the cost thereof shall be a debt due
from the Tenant to the Landlord and be recoverable forthwith by action.
INFORM LANDLORD OF DAMAGE
3.13 In so far as possible, to promptly give notice to the Landlord or its
agent of any damage that may be suffered to the Premises and of any
accident to or defects in the water and gas pipes (if any) electrical
wiring or fittings, fixtures or other services or facilities within the
Premises.
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PROTECTION FROM TYPHOON
3.14 To take all reasonable precautions to protect the interior of the Premises
from storm or typhoon damage and in particular to ensure that all exterior
doors and windows are securely fastened upon the threat of such adverse
weather conditions.
INDEMNIFICATION OF LANDLORD
3.15 (a) To be wholly responsible for any loss damage or injury caused to any
person whomsoever or to any property whatsoever directly or
indirectly through the defective or damaged condition or operation
of any part of the interior of the Premises or any machinery or
plant or fixtures or fittings or wiring or piping therein for the
repair of which the Tenant is responsible hereunder or in any way
owing to the spread of fire or smoke or the leakage or the overflow
of liquid of whatsoever origin from the Premises or any part thereof
or through the act default or neglect of the Tenant its servants
agents contractors licensees partners or customers and to make good
the same by payment or otherwise and to indemnify the Landlord
against all costs claims demands actions and legal proceedings
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 in accordance with the provisions of Clause 3.16 hereof.
(b) To be responsible for any claim arising as a result of any accident
happening at the Premises or any injury suffered or damage to or
loss of any chattels or property sustained as a result of such
accident and the Tenant hereby covenants and agrees with the
Landlord to indemnify the Landlord against all costs claims demands
actions and legal proceedings whatsoever made upon the Landlord by
any person in respect of any such accident injury damage or loss as
aforesaid and all costs and expenses incidental thereto:
TENANT'S INSURANCES
3.16 To effect and maintain at all times during the currency of this tenancy
comprehensive insurance cover to the satisfaction of the Landlord in
respect of the Premises against damage by fire storm tempest earthquake
flood lightning subsidence heave landslip explosion aircraft (not being
hostile aircraft) and articles dropped therefrom riot civil commotion
malicious damage impact bursting or overflowing of pipes and such other
risks or perils including but not limited to theft robbery and burglary as
the Landlord shall from time to time reasonably think desirable and
liability for loss injury or damage to any person or property whatsoever
arising as a direct or indirect result of any act neglect default or
omission of the Tenant or the contractors servants agents licensees or
invitees of the Tenant with an insurance company of good repute and also
in respect of the following :-
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(a) THIRD PARTY
In respect of 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 3.15 hereof. The policy of insurance shall be
effected with a reputable insurance company approved by the Landlord
and shall be endorsed to show the Landlord as owner of the Premises
and shall be in an amount of not less than HK$5,000,000.00 (in the
case of the Premises being less than 2,000 square feet in area) or
not less than HK$10,000,000.00 (in the case of the Premises being
not less than 2,000 square feet in area) or in such other amount as
the Landlord may from time to time reasonably require 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 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 in all respects valid and subsisting. In the event that the
Tenant fails to produce such a policy and certificate and for the
better observance of the Tenant'sations under Clause 3.15 above to
permit the Landlord at the expense and in the name of the Tenant to
effect and maintain insurance cover to the satisfaction of the
Landlord with a reputable insurance company approved by the Landlord
the policy of insurance so effected to be endorsed to show the
interest of the Landlord therein and to be in such amount as may be
determined by the Landlord and to contain a provision that the
insurance cover thereby effected and the terms and conditions
thereof may not be altered modified restricted or cancelled without
the express prior written consent of the Landlord.
(b) GLASS
All glass including curtain wall glazing now or hereafter on or in
the Premises for their full replacement value.
(c) WATER DAMAGE
Against damage to stock fixtures decoration and fittings for the full
insurable value occurring in respect of the use or misuse
of the fire sprinkler system (if any) installed within the
Premises or the incursion of water therein.
(d) TENANT'S FITTINGS AND STOCK
The Tenant's fittings stock and equipment within the Premises against fire
and extraneous perils for their full replacement value.
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AIR-CONDITIONING OF PREMISES
3.17 Where any plant machinery or equipment for cooling ventilation or
circulating air including but not limited to air handling units, fan coil
units, variable air volume boxes, valves and accessories, ducting,
insulation, control units is installed in or about the Premises (whether
by the Landlord or the Tenant) the Tenant will to the extent of the Xxxx s
control over the same at all times use and regulate the same to ensure
that the air-conditioning plant is employed to the best advantage in the
conditions from time to time prevailing and without prejudice to the
generality of the foregoing will operate and maintain such
air-conditioning plant machinery and equipment in or about the Premises as
the Landlord may reasonably determine to ensure a reasonably uniform
standard of air cooling or ventilation throughout the Building.
REFUSE AND GARBAGE REMOVAL
3.18 To be responsible for the removal of refuse and garbage from the Premises
to such location as shall be specified by the Landlord from time to time
and to use only that type of refuse container as is specified by the
Landlord from time to time. In the event of the Landlord providing a
collection service 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.
If wet garbage is removed from the Premises, any extra costs charged by
the Urban or Regional Services Department or by any private service
company nominated by the Landlord for removal of the same shall be borne
by the Tenant.
SERVICE ENTRANCES
3.19 To load and unload goods only at such times and through such entrances and
by such service lift as shall be designated by the Landlord at its sole
discretion for this purpose from time to time.
COMMON AREAS
3.20 To pay to or reimburse to the Landlord the cost of any damage caused to
any part of the Building or the common areas and common services and
facilities of the Building occasioned by the Tenant its licensees
employees agents or contractors or any other person claiming through or
under the Tenant.
CONTRACTORS EMPLOYEES INVITEES AND LICENSEES
3.21 To be liable for any act default negligence or omission of the
contractors, employees, invitees, agents, partners, visitors, customers or
licensees as if it were the act default negligence or omission of the
Tenant and to indemnify the Landlord against all costs claims demands
expenses or liability to any third party in connection therewith.
DIRECTORY BOARDS
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3.22 To pay the Landlord immediately upon demand the cost of affixing repairing
or replacing as necessary the Tenant's to the directory boards (if any) at
the Building.
OUTSIDE WINDOWS
3.23 To keep all windows of the Premises closed at all times and not to open
any of the windows of the Premises save when the air-conditioning system
is not in operation.
KEEP PREMISES OPEN
3.24 To keep the Premises open for business at all times of the year (save and
except the public holidays) during the normal business hours for office
premises of the Building namely the hours set forth in Part I of the Third
Schedule and without prejudice to the generality of the foregoing any
suspension of the Xxxx s business for a period of more than three 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 Premises.
CONDUCTING OF BUSINESS
3.25 To conduct the business of the Tenant so as not to prejudice the goodwill
and reputation of the Building as a first class commercial and office
complex with shopping centre.
REGULATIONS
3.26 To observe and comply with such Regulations as may from time to time be
made or adopted by the Landlord in accordance with Section X hereof.
SECURITY SYSTEM
3.27 To ensure that its own security system within and at the entrance of the
Premises is at all times compatible with and linked up to the security
system for the Building (if any) provided and operated by the Landlord and
the Tenant shall employ competent and licensed security system
installation company to supply and install security system at the
Premises.
YIELD UP PREMISES AND HANDOVER
3.28 To yield up the Premises 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 together with all keys giving access to all
parts of the Premises Provided that where any alterations or fixtures or
additions (including but not limited to such works carried out under this
tenancy) to the Premises is made or installed by the Tenant or any other
parties including ex-tenants with or without
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the Landlor s written consent the Landlord may in its discretion require
the Tenant to reinstate remove or do away with such alterations fixtures
or additions or any part or portion thereof and make good and repair in a
proper and workmanlike manner any damage to the Premises and the La tures
and fittings therein as a result thereof before delivering up the Premises
to the Landlord (fair wear and tear excepted) and thus deliver the
Premises to the Landlord in a "bare-shell" condition with the
Landlord'stherein as set out in the Fourth Schedule hereto upon expiration
or sooner determination of this Agreement. For avoidance of doubt, the
Landlord shall not be required to pay any compensation or cost to the
Tenant for the retention or removal of all or such alterations fixtures
fittings or additions or any part or portion thereof and without prejudice
to the generality of the foregoing the Tenant shall permit the Landlord at
the Tenant's penses to remove all lettering and characters from the
directoryex boards at the Building and from all doors walls or windows of
the Premises and to make good any damage caused by such removal.
ADJACENT EXCAVATION OR SHORING
3.29 If any excavation or other building works shall be made or authorised in
the vicinity of the Building, the Tenant shall permit the Landlord its
servants or agents to enter the Premises to do such work as may be deemed
necessary to preserve the exterior walls or the Building from injury or
damage without any claim for damages or indemnity against the Landlord.
RE-DECORATION OF PREMISES
3.30 At the expiration of each period of three years during the said term of
this Agreement (if the said term exceeds three years) and also in the last
three months thereof whether determined by effluxion of time or otherwise
to paint, french polish or otherwise treat as the case may be all the
inside wood and metal work of the Premises in a workmanlike manner and
grain varnish and clean the parts of the Premises usually grained,
varnished and cleaned and to paint or paper with good quality materials in
a workmanlike manner all walls and ceilings of the Premises usually
painted or papered as the case may be, such decoration in the last three
months of the said term to be executed in such colours patterns and
materials as the Landlord may require.
SECURITY GUARDS
3.31 To employ as security guards of the Premises only such persons or such
firm as approved by the Landlord. Such security guards shall be employed
at the sole expense of the Tenant.
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PIPES, CONDUITS, INDOOR ANTENNA AND DRAINAGE
3.32 To permit the Landlord to erect use and maintain pipes conduits indoor
antenna and drainage in and through the Premises. The Landlord or its
agents shall have the right to enter the Premises at all reasonable times
to examine the same by prior notice given to the Tenant (except in
emergency). Provided that the permission to the Landlord to use such
pipes, conduits, indoor antenna and drainage shall extend to the use of
such pipes, conduits, indoor antenna and drainage by the
Landlord'sauthorised tenants and licensees, as the case may be. The Tenant
accepts that there may exist in the Premises ducts pipes indoor antenna
and drainage cables wires meters and facilities not serving the Premises
exclusively and no claim or objection thereto shall be made by the Tenant.
The Tenant shall at its sole cost and expense make provision for access
panels to enable the Landlord to maintain such pipes conduits indoor
antenna and drainage and hereby agrees not to affect the function of or
cover such pipes conduits indoor antenna and drainage by objects of any
kind during the said term.
SECTION IV
LANDLORD'S OBLIGATIONS
The Landlord covenants with the Tenant as follows : -
QUIET ENJOYMENT
4.1 To permit the Tenant (duly paying the rent, rates and other charges 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 terms
conditions covenants and obligations herein contained) to have quiet
possession and enjoyment of the Premises during the said term without any
interruption by the Landlord or any person lawfully claiming under or
through or in trust for the Landlord.
GOVERNMENT RENT AND PROPERTY TAX
4.2 To pay the Government rent property tax and all outgoings of a capital or
nonrecurring nature attributable to or payable in respect of the Premises
during the said term attributable to or payable in respect of the
Premises.
SECTION V
RESTRICTIONS AND PROHIBITIONS
The Tenant hereby covenants with the Landlord as follows : -
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INSTALLATION AND ALTERATIONS
5.1 (a) Not without the previous written consent of the Landlord, to erect
install or alter any fixture partitioning or other erection or
installation in the Premises or to make suffer or permit to be made
any disturbance alterations or additions to the mechanical or
electrical wiring installation air-conditioning ducting pipes and
conduits (if any) and lighting fixtures or any part thereof or which
may affect or be likely to affect the supply of water, electricity
or other utility or service to or in the Building nor without the
like consent to install or permit or suffer to be installed any
equipment apparatus or machinery including any safe which imposes a
weight on any part of the flooring in excess of that for which it
was designed or in excess of the loading of the electrical
installations in the Building. The Landlord shall be entitled to
prescribe the maximum loading of the electrical main or wiring and
the maximum weight and permitted location of safes and other heavy
equipment and to require that the same stand on supports of such
dimensions and material to distribute the weight as the Landlord may
deem necessary. All fees incurred by the Landlord in obtaining the
approval of its architects to the location of heavy objects shall be
borne by the Tenant and payment of such fees may be imposed on the
Tenant as a pre-requisite to the Tenant receiving such consent from
the Landlord.
(b) In carrying out any approved work hereunder the Tenant its servants
agents contractors and workmen shall obey and comply with all
reasonable instructions and directions which may be given by the
Landlord or its authorised representatives in connection with the
carrying out of such work. Insofar as the same is applicable, the
provisions in Section XI hereof shall apply to the approved work
hereunder.
(c) Any fees or expenses incurred by the Landlord (including but not
limited to vetting fee and administrative fee) in connection with
the giving of consent hereunder shall be borne by the Tenant.
INJURY TO MAIN WALLS
5.2 Not without the previous written consent of the Landlord to cut maim or
injure or permit or suffer to be cut maimed or injured any doors windows
walls beams structural members or other part of the fabric of the
Premises.
ALTERATION TO EXTERIOR
5.3 Not to affix anything or paint or make any alteration whatsoever to the
exterior of the Premises save as provided in Clause 5.6 hereof.
OBSTRUCTION TO OUTSIDE WINDOWS
5.4 Not to block up darken or obstruct or obscure any of the windows or lights
belonging to the Premises without having obtained the express written
consent of
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the Landlord which consent may be given subject to such conditions as the
Landlord may in its absolute discretion consider fit to impose.
NOISE
5.5 Not to cause or produce or suffer or permit to be produced on or in the
Premises any sound or noise (including sound produced by broadcasting from
television, radio and any apparatus or instrument capable of producing or
reproducing music and sound) or vibration or resonance or other form of
disturbance or other acts or things in or on the Premises which is or are
or may be a nuisance or annoyance to the tenants or occupiers of adjacent
or neighbouring premises or to users and customers of the same or to the
Landlord.
SIGNS AND ADVERTISEMENTS
5.6 Not without the written consent of the Landlord to exhibit or display on
or affix to the interior or exterior of the Premises which may be visible
from the outside any advertisements signage writing sign signboard or
other device whether illuminated or not nor to affix any advertisements
signage writing sign signboard or other device in at or above any common
area lobby landing or corridor of the Building Provided always that the
Tenant shall be entitled to have its name and business displayed in such
lettering and/or characters the standard of workmanship of which has to be
first approved by the Landlord and designated by the Landlord on a
directory board at the Building entrance(s) and on the Tenant's floor (if
any).
AUCTIONS AND SALES
5.7 Not to conduct or permit any auction fire bankruptcy close out or similar
sale of things or properties of any kind to take place on the Premises.
ILLEGAL IMMORAL OR IMPROPER USE
5.8 Not to use or cause permit or suffer to be used any part of the Premises
for gambling or for any illegal immoral or improper purposes or in any way
so as to cause nuisance annoyance inconvenience or damage or danger to the
Landlord or the tenants or occupiers of adjacent or neighbouring premises.
NO TOUTING
5.9 Not to permit any touting or soliciting for business or the distributing
of any pamphlets notice or advertising matter outside the Premises or
anywhere within the Building by any of the Tenant s agents or licensees.
SLEEPING OR DOMESTIC USE
5.10 Not to use the Premises or any part thereof as sleeping quarters or as
domestic premises within the meaning of any Ordinance for the time being
in force or to allow any person to remain on the Premises overnight unless
with the Landlord's
15
prior permission in writing. Such permission shall only be given to enable
the Tenant to post watchmen to look after the contents of the Premises and
the names of the watchmen shall first be registered with the Landlord
prior to the Landlord giving such permission.
MANUFACTURE AND STORAGE OF MERCHANDISE
5.11 Not to use the Premises for the manufacture of goods or merchandise or for
the storage of goods or merchandise other than stock or materials in small
quantities reasonably required in connection with and consistent with the
business carried on therein by way of samples and exhibits nor to keep or
store or cause or permit or suffer to be kept or stored any hazardous or
dangerous or prohibited goods within the meaning of the Dangerous Goods
Ordinance and the regulations thereunder or any statutory modification or
re-enactment thereof.
OBSTRUCTIONS IN PASSAGES
5.12 Not to place or leave or suffer or permit to be placed or left by any
agent contractor employee invitee or licensee of the Tenant any boxes
furniture articles or rubbish in the entrance or any of the staircases
passages or landings of the Building used in common with other tenants or
the Landlord or otherwise encumber the same.
PARKING AND LOADING OUTSIDE THE PREMISES
5.13 Not to park in obstruct or otherwise use nor permit to be parked in
obstructed or otherwise used by any employee agent contractor invitee or
licensee of the Tenant those areas (if any) of the Building allocated to
parking the movement of or access for vehicles or designated as
loading/unloading areas other than in accordance with the Regulations made
from time to time by the Landlord.
GOODS AND MERCHANDISE OUTSIDE THE PREMISES
5.14 Not to place expose or leave or permit to be placed exposed or left for
display sale or otherwise any goods or merchandise whatsoever upon or over
the ground outside the Premises without the prior permission of the
Landlord.
PREPARATION OF FOOD AND PREVENTION OF ODOURS
5.15 Not to xxxx or prepare or permit or suffer to be cooked or prepared any
food in the Premises or to cause or permit any offensive or unusual odours
to be produced upon or emanated from the Premises.
FOOD BY SERVICEWAYS
5.16 Not to permit or allow any food or food containers or furniture or other
large or heavy objects to be brought onto or removed from the Premises
except by way of service entrances service exits and (if any) service
lifts or otherwise as may be directed by the Landlord from time to time
and at such times as the Landlord shall
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direct and not to permit passenger or service or cargo lifts to be
overloaded by weight in excess of the weight which such passenger or
service or cargo lifts are designed or permitted to carry.
ANIMALS, PETS AND INFESTATION
5.17 Not to keep or permit or suffer to be kept any animals or livestock inside
the Premises and to take all such steps and precautions to the reasonable
satisfaction of the Landlord to prevent the Premises or any part thereof
from becoming infested by termites rats mice roaches or any other pests or
vermin and for the better observance hereof the Landlord may require the
Tenant to employ at the termination contractors as the Landlord may
nominatecost such and at such intervals as the Landlord may direct.
SUBLETTING, ASSIGNING ETC.
5.18 Not to assign underlet or otherwise part with the possession of the
Premises or any part thereof in any way whether by way of subletting
lending sharing or other means whereby any person or persons not named as
a party to this Agreement obtains the use or possession of the Premises or
any part thereof irrespective of whether any rental or other consideration
is given for such use or possession and in the event of any such transfer
sub-letting sharing assignment or parting with the possession of the
Premises (whether for monetary consideration or not) this Agreement shall
absolutely determine and the Tenant shall forthwith vacate the Premises on
notice to that effect from the Landlord. This tenancy shall be personal to
the Tenant named in the First Schedule to this Agreement 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 : -
(a) 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.
(b) In the case of a tenant who is an individual (including a sole
surviving partner of a partnership tenant) the death insanity or
disability of that individual to the intent that no right to use
possess occupy or enjoy the Premises or any part thereof shall vest
in the executors administrators personal representatives next of kin
trustee or committee of any such individual.
(c) In the case of a tenant which is a corporation any take-over
re-construction amalgamation merger voluntary liquidation or change
in the person or persons who owns or own a majority of its voting
shares or who otherwise has or have effective control thereof.
(d) 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
17
enjoy the Premises or any part thereof or does in fact use possess
occupy or enjoy the same.
(e) The change of the Tenant'swritten consent of the Landlord which
consent the Landlord may not unreasonably withhold.
BREACH OF GOVERNMENT GRANT, ET C.
5.19 Not to cause suffer or permit any contravention of the provisions of the
Government Grant or Conditions under which Landlord holds the Premises and
to indemnify the Landlord against any such breach.
BREACH OF INSURANCE POLICY
5.20 Not to cause or suffer or permit to be done any act or thing whereby the
policy or policies of insurance on the 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 premiums thereon may be
increased, and to repay to the Landlord on demand all sums paid by the
Landlord by way of increased premium or premiums 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.
LOCKS
5.21 Not, without the previous written consent of the Landlord, to alter the
existing locks bolts and fittings on the entrance doors to the Premises
nor to install any additional locks bolts or fittings thereon nor to alter
or erect or install any fixtures partitions doors gates metal grilles
shutters or other similar erection or installation whatsoever whether of a
temporary or permanent nature in the Premises or in or at the doorway or
entrance of the Premises or at any of the fire exits therefrom or carry
out any alteration erection or installation works that might in any way
contravene the regulations from time to time in force of the Fire Services
Department or other competent authority concerned, nor in any other
respect to contravene the said regulations.
AERIALS
5.22 Not to erect any aerial on the roof or walls of the Building nor the
ceiling or walls of the Premises.
NO GAMBLING
5.23 Not to permit gambling of any description whatsoever upon the Premises.
TENANT'S ASSOCIATION
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5.24 Not to form or organise or attempt or make any effort to form or organise
any xxxx s association or union jointly with any tenants of the Building
for whatever objects or purposes during the continuance of the tenancy.
FIRE SHUTTERS
5.25 Not at any time during the term of this Agreement to cause or permit or
suffer the area under the fire shutter if any or if any is to be installed
in the Premises to be obstructed in any way whatsoever and to ensure that
the design and layout of the Premises shall be in such manner so as not to
be in breach of this Clause.
PROHIBITED NAMES
5.26 Save and except to indicate the address of the Tenant not to name or
include in the name of the business or company controlled or operated by
the Tenant the word " Man Hing Hong " "[(CHINESE CHARACTERS)]", or the
name of the Building as may be designated by the Landlord from time to
time whether alone or in any combination thereof or in conjunction with
other word or symbol or any name similar thereto and not at any time to
change the name of the business or company of the Tenant to include any
such word as aforesaid.
DISCHARGE OF EFFLUENT
5.27 Not to discharge or permit or suffer to be discharged any dangerous,
poisonous, corrosive or unlawful effluent into any pipe or drain of the
Building.
MAXIMUM CAPACITY OF LIFTS
5.28 Not to overload or permit to be overloaded any lift in the Building (if
any) in excess of its maximum capacity and to be responsible for any
damage caused by any breach of this Clause by the Tenant, its employee,
agent, licensee, contractor or customer.
FABRIC OR DECORATIVE FEATURES OF COMMON AREAS
5.29 Not to damage injure or deface any part of the fabric or decorative
features of the common areas stairs lifts and escalators of the Building
including any trees plants and shrubs therein and thereabout.
WIRING, CABLES OR OTHER ARTICLES OUTSIDE THE PREMISES
5.30 Not to lay install affix or attach any wiring, cables or other article or
thing in or upon any of the entrances, staircases, landings, passages,
lobbies or other parts of the Building in common use.
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SHRINES OR RELIGIOUS CEREMONIES
5.31 Not to place or install any shrines or tablets and not to conduct any
religious ceremonies or permit any religious ceremonies to be conducted
inside or outside the Premises.
SECTION VI
EXCLUSIONS
Save and except the wilful default of the Landlord, the Landlord shall not in
any circumstances be liable to the Tenant or any other person whomsoever : -
LIFTS, AIR-CONDITIONING, UTILITIES
6.1 In respect of any loss of profit or of business or loss of life or loss or
damage or injury to person or property sustained by the Tenant or any
other person or any disruption or inconvenience suffered by the Tenant or
any other person caused by or through or in any way owing to any defect in
or breakdown or suspension of the lifts escalators and air-conditioning
system (if any) condenser water supply system (if any) electric power and
water supplies, or any other service provided in or serving the Building,
or
FIRE AND OVERFLOW OF WATER
6.2 In respect of any loss of profit or of business or loss of life or loss or
damage or injury to person or property sustained by the Tenant or any
other person or any disruption or inconvenience suffered by the Tenant or
any other person caused by or through or in any way owing to the escape of
fumes smoke fire odours or any other substance or thing or the overflow or
leakage of water from anywhere within the Building or the leakage or
overflow of water into the Building or any part thereof from anywhere
outside the Building (whether the overflow or leakage is from any pipes,
drains, water tanks, water apparatus, sprinkler system or other fire
prevention or control apparatus or due to fire storm tempest flood act of
God or other inevitable accident) or the decoration or fitting out of any
part of the Building carried out by the Landlord or any other tenants or
occupiers of the Building, or
SECURITY
6.3 For the security and safekeeping of the Premises or any contents therein
and in particular but without prejudice to the generality of the foregoing
the provision (if any) 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 Premises and the contents therein and the responsibility for the
safety of the Premises and the contents thereof shall at all times rest
with the Tenant, or
20
CAUSES OTHER THAN LANDLORD'S WILFUL DEFAULT
6.4 In respect of any loss of profit or of business or loss of life or loss or
damage or injury to person or property sustained by the Tenant or any
other person or any disruption or inconvenience suffered by the Tenant or
any other person unless the same is caused by the wilful default or gross
negligence of the Landlord and the Landlord is otherwise liable for the
same, 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.
SECTION VII
ABATEMENT OF RENT
SUSPENSION OF RENT IN CASE OF FIRE ETC.
7.1 If the Premises or the Building or any part thereof shall at any time
during the tenancy be destroyed or damaged or become unfit for occupation
not due to any default of the Tenant but owing to fire earthquake
subsidence of the ground landslide or Acts of God and the policy or
policies of insurance effected by the Landlord shall not have been
vitiated or payment of policy moneys 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 tenancy the Premises or the Building shall be
condemned as a dangerous structure or a demolition order or closing order
shall become operative in respect of the Premises or the Building then the
rent, rates, Management and Air-Conditioning Charges hereby reserved or a
fair proportion thereof according to the nature and extent of the damage
sustained or order made shall be suspended until the Premises or Building
shall again be rendered fit for occupation Provided that should the
Premises or the Building not have been reinstated in the meantime either
the Landlord or the Tenant may at any time after six months from the
occurrence of such damage or destruction or order give to the other of
them notice in writing to determine this present tenancy and thereupon the
same and everything herein contained shall cease and be void as from the
date of the occurrence of such destruction or damage or order or of the
Premises becoming inaccessible or unfit for commercial use but without
prejudice to the rights and remedies of either party against the other in
respect of any antecedent claim or breach of the agreements stipulations
covenants terms and conditions herein contained or of the Landlord in
respect of the rent payable hereunder prior to the coming into effect of
the suspension.
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SECTION VIII
DEFAULT
It is hereby expressly agreed and declared as follows : -
DEFAULT
8.1 If the rent and/or any charges payable hereunder or any part thereof shall
be in arrear for 15 days after the same shall have become payable (whether
formally demanded or not) or if there shall be any other breach or
non-performance of any of the stipulations conditions covenants or
agreements herein contained and on the part of the Tenant to be observed
or performed or if the Tenant shall become bankrupt or being a corporation
go into liquidation (save for the purposes of amalgamation or
reconstruction) or if the Tenant shall suffer execution to be levied upon
the Premises or otherwise on the Tenant'soods then and in any such case it
shall be lawful for the Landlord at any time thereafter to re-enter on and
upon the Premises or any part thereof in the name of the whole and
thereupon this Agreement shall absolutely determine but without prejudice
to any right of action by the Landlord in respect of any outstanding
breach or non-observance or nonperformance by the Tenant of any of the
terms of this Agreement. All costs and expenses incurred by the Landlord
in demanding payment of the rent and other charges aforesaid (if the
Landlord elects to demand) and in exercising its rights to do so or the
extent of any loss to the Landlord arising out of this Clause shall be
paid by the Tenant on a fully indemnity basis and shall be recoverable
from the Tenant as a debt or be deductible by the Landlord from any
deposit held by the Landlord hereunder.
ACCEPTANCE OF RENT
8.2 The acceptance of any rent by the Landlord hereunder shall not operate and
shall not be regarded by the Tenant 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 terms covenants and conditions herein contained and on the
part of the Tenant to be observed and performed.
INTEREST
8.3 Notwithstanding anything hereinbefore contained in the event of default in
payment of rent or other sums payable under this Agreement for a period of
15 days from the date on which the same falls due for payment (whether
formally or legally demanded or not), the Tenant shall further pay to the
Landlord on demand interest on the amount in arrears at the rate of 2% per
month calculated from the date on which the same becomes due for payment
until the date of payment as liquidated damages and not as penalty
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
22
hereof (including the right of re-entry) exercisable under the terms of
this Agreement.
DISCONNECTION OF ELECTRICITY SUPPLY ETC.
8.4 In addition and without prejudice to the Landlord'sht under Clauses 8.1
and 8.3 hereof, the Landlord may, and the Tenant hereby specifically
authorises the Landlord, in the event of a default by the Tenant under
this Agreement, to cut off the supply of water, electricity and
air-conditioning chilled water to the Premises and to suspend the use of
lifts and loading bays in the Building by the Tenant and to suspend and/or
restrict the Tenant ght of access to and from the Premises and in the
Building and to dispose of all objects including goods merchandise
equipment furniture and fixtures in or at the Premises in such manner as
the Landlord shall deem fit, and any expenses in connection therewith
shall be paid by the Tenant and shall be recoverable from it as a debt.
The Landlord shall not in any way be liable to the Tenant for any
nuisance, loss or damage whatsoever suffered and/or incurred by the Tenant
as a result of such disconnection suspension restriction or disposition.
ACTS OF EMPLOYEES INVITEES AND LICENSEES
8.5 For the purpose of this Agreement any act default neglect or omission of
any guest visitor servant contractor employee agent partner invitee
customer or licensee of the Tenant shall be deemed to be the act default
neglect or omission of the Tenant.
RE-ENTRY
8.6 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 herein contained shall be a full and sufficient
exercise of such power without actual entry on the part of the Landlord.
DISTRAINT
8.7 For the purposes of Part III of the Landlord and Tenant (Consolidation)
Ordinance (Chapter 7) and of this Agreement, the rent payable in respect
of the 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.
EXPENSES OF NOTICE OF DEFAULT
8.8 The Tenant shall pay all expenses (including surveyor'sfees and costs 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 (Cap.219) notwithstanding forfeiture is avoided
otherwise than by relief granted by the court.
23
ARREAR
8.9 Notwithstanding anything herinbefore contained if the Tenant shall fail to
pay the rent or any sums payable hereunder or any part thereof on the days
and in the manner hereinbefore stipulated, the Landlord shall be entitled
(but without prejudice to any other entitlement or right which the
Landlord may possess) to recover from the Tenant as a debt the following
expenses incurred by the Landlord in the course of recovering the said
rent or sums payable hereunder or any part thereof:-
(I) a sum of HK$500.00 (Hong Kong Dollars Five Hundred) being late
payment administration charges for additional work incurred by the
Landlord's ent;
(II) all solicitor'sand court fees incurred by the Landlord; and
(III) any other fees paid to debt-collectors appointed by the Landlord.
SECTION IX
DEPOSIT
DEPOSIT
9.1 The Tenant shall on the signing hereof and at such other times (if any)
during the term of tenancy hereby created as are specified in Part III of
the First Schedule hereto deposit with the Landlord the sum or sums
specified in Part IV of the First Schedule to secure the due observance
and performance by the Tenant of the agreements stipulations terms and
conditions herein contained and on the part of the Tenant to be observed
and performed which said deposit shall be held by the Landlord throughout
the currency of this Agreement free of any interest to the Tenant with the
right for the Landlord (without prejudice to any other right or remedy
hereunder) to deduct therefrom the amount of any rent rates and other
contributions or charges payable hereunder and any costs expenses loss or
damage sustained by the Landlord as the result of any non-observance or
nonperformance by the Tenant of any of the said agreements stipulations
obligations 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 equal to the amount so deducted and failure by the
Tenant so to do shall entitle the Landlord forthwith to re-enter upon the
Premises and to determine this Agreement as hereinbefore provided and if
the Landlord shall choose not to determine but to continue with this
Agreement, the Tenant shall pay to the Landlord in addition interest on
the further deposit at the same rate as set out in Clause 8.3 hereof and
shall indemnify the Landlord against such costs and expenses incurred by
the Landlord including those items set out in Clause 8.9 hereof.
24
INCREASE IN DEPOSIT
9.2 The amount of the said deposit shall be increased following each and any
review (if any) in rent to current open market rent provided for herein to
a sum equal to THREE ement and Air-Conditioning Charges at the rent,
highest ascertainable rates payable during the said term, and the Tenant
shall make payment to reflect such changes accordingly and the provisions
of this Section IX shall apply to such further deposits and the provisions
of Clauses 8.3 and 8.9 shall apply.
REPAYMENT OF DEPOSIT
9.3 Subject as aforesaid the said deposit shall be refunded to the Tenant by
the Landlord without interest within thirty days after the expiration or
sooner determination of this Agreement and delivery of vacant possession
to the Landlord and after settlement of the last outstanding claim by the
Landlord against the Tenant for any arrears of rent rates and other
charges including reinstatement expenses and for any breach non-observance
or non-performance of any of the agreements stipulations terms and
conditions herein contained and on the part of the Tenant to be observed
or performed whichever shall be the later.
SECTION X
REGULATIONS
INTRODUCTION OF REGULATIONS
10.1 The Landlord shall be entitled from time to time and by notice in writing
to the Tenant to make introduce and subsequently amend adopt or abolish if
necessary such Regulations as it may reasonably consider necessary for the
proper operation and maintenance or management of the Building or any part
thereof.
CONFLICT
10.2 Such Regulations 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 such Regulations
and the terms and conditions of this Agreement the terms and conditions of
this Agreement shall prevail.
NOT LIABLE FOR LOSS
10.3 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.
SECTION XI
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SUBMISSION AND APPROVAL OF PLANS
SUBMISSION OF TENANT'S PLANS
11.1 Prior to the commencement of decoration or fitting out works to the
Premises the Tenant shall at its own cost and expense prepare and submit
to the Landlord suitable drawings, plans and specifications of the works
to be carried out by the Tenant together with schematic sketches showing
intent as to the Xxxx s design and layout proposals and together with the
programme of work showing their duration and work progress (hereinafter
collectively called "the to enable the Premises to be fitted out and
completed for the purposes specified in this Agreement and in all respects
in a style and manner appropriate to first class commercial and office
buildings. The Tenant's Plans shall, without limitation: -
(a) Include detailed drawings, plans and specifications for all interior
layout, reflected ceiling plan, decorations, fittings, lightings,
installations, furnishings, partitionings, ceilings, openings,
entrances, structural escape routes and floor coverings;
(b) Include detailed drawings, 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 fire or other building services;
(d) Include connection and reticulation of all electrical wiring
including wiring to air conditioning plant and to light fittings
together with control switching etc. within the Premises;
(e) Include any alteration to the sprinkler system necessitated by the
layout of the Premises the same to be in all respects in accordance
with all permits and consents and in compliance with the
requirements of the Fire Services Department;
(f) Include any installation of air-conditioning ducting that may be
required by the Xxxx s internal layout of the Premises PROVIDED that
if the Tenant's out proposals should require the modification or
relocationfitting of any air handling equipment installed at the
Premises the Tenant shall pay all costs in connection with such
modification or relocation;
(g) Include all internal decoration, furnishings and specialised
equipment;
(h) Comply with all relevant Ordinances, regulations and by-laws from
time to time issued by the Government of Hong Kong;
(i) Include front elevation and external elevation, with colour
rendering;
26
(j) Include any other plan(s) or calculation as may be required by the
Landlord.
ALTERATION TO BUILDING SERVICES
11.2 In order to enable the building services of the Building to be effectively
coordinated and controlled the Tenant agrees that any and all work
involving any alteration to or modification of or in any way associated
with the sprinkler system, the security system and all electrical and
mechancial works and all works involving the design and installation of
the signages and entrance doors and all approved alterations to the
building services (including drainage, air-conditioning (including chilled
water piping and air-ducts), plumbing , security and fire services) in or
for the Premises shall be carried out at the Tenant expenses only by the
contractor as nominated by the Landlord. For the avoidance of doubt, the
Tenant shall at his own cost and expense be responsible for the
application and installation of all electricity meters, water meters and
telephone and other communication appliances and installations for the
Premises. The Tenant shall at the expiration or sooner determination of
this Agreement if so required by the Landlord at the Tenant'sown expense
reinstate the whole or any part of the Premises in accordance with the
Landl rements and the Landlord's ourth Schedule hereto.
APPROVAL OF PLANS
11.3 (a) The Landlord will consider the in its absolute discretion accept or
reject the Tenant'slans or any part of them as it thinks fit and the
Tenant shall under no circumstances commence any works or
alterations on the Premises until the full written approval of the
Landlord of the Tenant's
(b) The Tenant shall pay to the Landlord a vetting fee in such amount as
shall be determined by the Landlord at its sole discretion in
connection with the consideration and approval of the Tenant'sPlans
or any modifications or amendments thereof. The Tenant shall also
pay to the Landlord a facilitation fee in such amount as shall be
determined by the Landlord at its sole discretion for the cost
incurred by the Landlord in providing services including consumption
of temporary electricity or water to the Premises, removal of
construction debris from a central collection point and the
Landlord'sthe Landlord'snominated contractors'and any administration
fee incurred by the Landlord during the period of fitting out, all
such fees are to be payable by the Tenant in advance.
The Tenant shall engage at the Tenant'ssole cost and expense such
consultants or professionals as nominated by the Landlord in
connection with such architectural mechanical and electrical
engineering and structural engineering works which the Tenant may
carry out at or in or on the Premises.
27
(c) The Tenant shall (if applicable) apply for and obtain all relevant
government approval and consent at its own cost prior to the
commencement of the decoration or fitting out works at the Premises.
(d) If the Xxxx s Plans or any of the plans subsequently re-submitted
for approval be rejected or partly rejected by the Landlord, the
Tenant shall re-submit revised Xxxx s Plans to the Landlord for its
approval within 7 days from the date of the Landlord's notice to the
Tenant rejecting those plans previously submitted by the Tenant.
(e) The Tenant hereby expressly agrees that the Tenant shall complete
the fitting-out and decoration works of the Premises in accordance
with the Plans as approved by the Landlord or the La management
agent (as the case may be). If not, immediate reinstatement by the
Tenant is required.
(f) The Landlord and/or its agent shall not be liable for any delay
caused by nominated consultant and/or contractor and the nominated
and/or consultant's
FITTING-OUT DEPOSIT
11.4 To secure the due performance and observance of the provisions contained
in this Section XI, the Tenant shall pay to the Landlord a sum of
decoration deposit which the Landlord shall in its absolute discretion
determine upon execution of this Agreement. Without prejudice to any other
remedy that may be available to the Landlord, the Landlord may deduct from
the decoration deposit the amount of all losses and damages sustained or
incurred by the Landlord as a result of any breach or non-performance or
non-observance by the Tenant of any provision contained in this Section
XI. The decoration deposit or balance thereof if deduction is made upon
the provision hereinafter contained will be refunded to the Tenant without
any interest thereon after completion of the fitting out work if the
Tenant shall have observed all the provisions contained in this Section
XI.
MISCELLANEOUS
11.5 The Tenant shall not cause or permit to be caused or made any subsequent
variation to the approved Tenant'sand specifications or to the approved
interior design or layout of the Premises without the previous approval in
writing of the Landlord and in the event of such approval being requested
it shall be a condition precedent to the granting thereof that the Tenant
shall pay to the Landlord such vetting fee and administrative fee as shall
be determined by the Landlord in connection with the Landlord giving such
approval.
REINSTATEMENT DEPOSIT
11.6 The Landlord reserves the right to demand from the Tenant payment of a sum
of reinstatement deposit which the Landlord shall in its absolute
discretion
28
determine upon the execution of this Agreement. Without prejudice to any
other remedy that may be available to the Landlord, the Landlord may
deduct from the reinstatement deposit the amount of all losses and damages
sustained and/or incurred by the Landlord as a result of the failure of
the Tenant to reinstate (where the Landlord exercises its discretion
requiring the Tenant so to do) the Premises in accordance with Clause
3.28, Section III hereof upon the expiration or sooner determination of
this Agreement. The reinstatement deposit or balance thereof if deduction
is made upon the provision herein contained will be refunded to the Tenant
without any interest upon the expiration or sooner determination of this
Agreement.
SECTION XII
INTERPRETATION AND MISCELLANEOUS
NAME OF BUILDING
12.1 The Landlord reserves the right subject to any relevant provisions of the
Deed of Mutual Covenant (if any) and/or the Sub-Deed of Mutual Covenant
(if any) in respect of the Building to name the Building with any such
name or style 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 without the same constituting any actual or constructive eviction of
the Tenant and without incurring any liability to the Tenant therefor.
LANDLORD'S RIGHTS REGARDING COMMON AREAS AND COMMON FACILITIES
12.2 Notwithstanding anything herein contained and in particular Section IV
above, the Landlord shall have the right to remove, cancel, relocate or
otherwise change or carry out any alteration or addition or other works to
the common areas (including but not limited to entrances, passages,
corridors and staircases) and common facilities (including but not limited
to lifts, escalators and toilets) of the Building and such other part or
parts of the Building (other than the Premises) from time to time and in
such manner as the Landlord may in its absolute discretion deem fit
without the same constituting any actual or constructive eviction of the
Tenant and without incurring any liability whatsoever to the Tenant
therefor. In particular, the Landlord hereby expressly reserves the right
at any time at its sole discretion to renovate or refurbish the shopping
arcade of the Building of which the Premises form part and to change,
alter, amend, vary, add to and re-locate the layout of the shopping arcade
including but not limited to the external walls, entrance lobbies,
staircases, landings, passages, corridors, toilets, lifts and escalators
and to carry out works to effect such renovation, refurbishment, change,
alteration, amendment, variation, addition and re-location Provided that
the size of the Premises shall not be affected or reduced in any way And
Provided further that the Tenant shall not be entitled to object to the
renovation, refurbishment, change, alteration, amendment, variation,
addition, re-location or any works thereof and shall have no right of
action or claim for compensation whatsoever in connection with any matters
arising from this Clause.
29
PUBLIC ADDRESS SYSTEM
12.3 Notwithstanding anything herein contained or implied to the contrary the
Landlord may subject to any relevant provisions of the Deed of Mutual
Covenant (if any) and/or the Sub-Deed of Mutual Covenant (if any) in
respect of the Building 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 therein.
CONDONATION NOT A WAIVER
12.4 No condoning, excusing or overlooking by the Landlord of any default,
breach or non-observance or non-performance by the Tenant at any time or
times of any of the agreements stipulations terms covenants and conditions
herein contained shall operate or be regarded by the Tenant as a waiver of
the La rights hereunder in respect of any continuing or subsequent
default, breach or nonobservance 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 shall in no way be considered as
a waiver or release of any of the provisions hereof nor shall it be
construed as dispensing with the necessity of obtaining the specific
written consent of the Landlord in the future, unless expressly so
provided.
LETTING NOTICES AND ENTRY
12.5 During the three months immediately before 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 Premises and
every part thereof at all reasonable times Provided Further that the
Landlord shall be at liberty to affix and maintain without interference
upon any external part of the Premises a notice stating that the Premises
are to be let and such other information in connection therewith as the
Landlord shall reasonably require during the aforementioned period of
three months.
SERVICE OF NOTICE
12.6 Any notice required to be served on the Tenant shall be sufficiently
served if delivered to or despatched by registered post or post to or left
at the Premises or the last known address in Hong Kong of the Tenant. A
notice sent by registered post or post shall be deemed to be given at the
time and date of posting. A notice so left by hand shall be deemed to be
given at the time when the notice is being left at the Premises or the
last known address of the Tenant.
30
GENDER
12.7 In this Agreement if the context permits or requires words importing the
singular number shall include the plural number and vice versa and words
importing the masculine feminine or neuter gender shall include the others
of them and references to persons shall include bodies corporate or
unincorporate.
MARGINAL NOTES, HEADINGS AND INDEX
12.8 The Marginal Notes, Headings and Index (if any) are intended for guidance
only and do not form a part of this Agreement nor shall any of the
provisions of this Agreement be construed or interpreted by reference
thereto or in any way affected or limited thereby.
STAMP DUTY AND COSTS
12.9 The legal costs of the Landlord of and incidental to the preparation
execution and registration of this Agreement shall be borne in the manner
shown in Part VI of the First Schedule hereto. The stamp duty, reg
istration fees and other disbursements of the Landlord of and incidental
to this Agreement shall be borne by the Landlord and the Tenant in equal
shares.
NO FINE
12.10 The Tenant acknowledges that no fine premium key money or other
consideration has been paid by the Tenant to the Landlord for the grant of
this tenancy.
EXCLUSION OF WARRANTIES
12.11 This Agreement sets out the full agreement between the parties and
supersedes any other commitments, agreements, representations warranties
or understandings, written or verbal, that the parties may have had with
respect to the Building or the Premises.
JOINT AND SEVERAL LIABILITY
12.12 Where more than one person is included in the expression "the Tenant" all
such persons shall be jointly and severally liable for the performance and
observance of the terms conditions and agreements herein contained and on
the part of the Tenant to be performed and observed.
BUILDING MANAGER
12.13 Unless the context otherwise requires or provides, the expression "the
Landlord" shall include the Building Manager from time to time appointed
by the Landlord for the management of the Building.
SPECIAL CONDITIONS
31
12.14 The parties hereto further agree that they shall respectively be bound by
and entitled to the benefit of the Special Conditions set forth in Part II
of the Third Schedule hereto.
32
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
(Clause 1.1)
LANDLORD
MAN HING HONG LAND INVESTMENT COMPANY LIMITED [(CHINESE CHARACTERS)] whose
registered office is situate at 31st Floor, Man Xxx Building, Xx.00 Xxx Xxxxx
Xxxx Xxxxxxx, Xxxx Xxxx.
TENANT
XXXX.XXX (HONG KONG) LIMITED [(CHINESE CHARACTERS)] whose registered office is
situate at Room 0000-0, 00xx Xxxxx, Xxxxxxx Plaza, 000 Xxx Xxxxx Xxxx Xxxxxxx,
Xxxx Xxxx.
PART II
(Clause 1.2)
PREMISES
ALL THOSE OFFICES NOS.1003-1004 on 10TH FLOOR of MAN XXX BUILDING, XX.00 XXX
XXXXX XXXX XXXXXXX, XXXX XXXX erected on The Remaining Portion of Marine Xxx
Xx.00 ("xxx Xxx") which said Offices are for the purpose of identification only
shown on the plan attached hereto and thereon coloured Pink.
PART III
(Clause 1.2)
TERM
For the term of two (2) years commencing on the 16th day of December 2002 and
expiring on the 15th day of December 2004 (both days inclusive).
PART IV
(Clause 9.1)
33
DEPOSIT
HK$203,205.00 equivalent to the aggregate of three months'ement and
Air-Conditioning Charges and rates currently payable in respect of the Premises.
PART V
(Clause 1.2)
USER
Restricted to use for the purpose of offices only and for no other purpose
whatsoever provided that the Tenant shall obtain all necessary licences and
approvals required by any Government authority in connection with such use and
the Landlord does not warrant that the Premises are fit to be used for any
particular purpose.
PART VI
(Clause 12.9)
LEGAL COSTS
Each party shall bear its own legal costs of and incidental to the preparation
approval execution completion and registration of this Agreement.
34
THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
(Clause 1.2)
RENT
The monthly rental throughout the said term of two years shall be Hong Kong
Dollars Forty Five Thousand Six Hundred and Thirty Two (HK$45,632.00) exclusive
of rates, Management and Air-Conditioning Charges Provided that the Tenant shall
be granted three rent free periods totalling four months which shall be for the
following periods :-
(i) two months from 16th December 2002 to 15th February 2003 (both days
inclusive);
(ii) one month from 1st January 2004 to 31st January 2004 (both days
inclusive); and
(iii) one month from 16th November 2004 to 15th December 2004 (both days
inclusive)
but the rates, Management and Air-Conditioning Charges and other outgoings in
respect of the Premises during the said rent free periods shall be payable by
the Tenant.
PART II
(Clauses 1.2 and 2.2)
MANAGEMENT AND AIR-CONDITIONING CHARGES
HONG KONG DOLLARS NINETEEN THOUSAND EIGHT HUNDRED AND TWENTY ONE AND CENTS FORTY
(HK$19,821.40) per calendar month as Management and Air-Conditioning Charges
subject to review from time to time by the Landlord in accordance with the
provisions of this Agreement.
35
THE THIRD SCHEDULE ABOVE REFERRED TO
PART I
(Clause 3.24)
NORMAL BUSINESS HOURS
The normal business hours of the office premises of the Building mean the hours
other than on Sundays and Public Holidays between 8:00 a.m. and 8:00 p.m. on
each Monday to Friday which is not a Public Holiday and between 8:00 a.m. and
2:00 p.m. on each Saturday which is not a Public Holiday. The Landlord reserves
the right to alter or amend the said business hours from time to time and to
such extent as the Landlord shall in its discretion deem appropriate or
necessary.
PART II
(Clause 12.14)
SPECIAL CONDITIONS
I. Landlord's Provisions
The Premises shall be handed over to the Tenant on an "as-is" condition
and no alteration and/or addition works shall be carried out on the
Premises unless the prior approval in writing of the Landlord shall have
been obtained.
36
THE FOURTH SCHEDULE ABOVE REFERRED TO
LANDLOR PROVISION
1. Raised floor system to be provided.
2. Partition wall.
3. Columns with emulsion paint.
4. Metal false ceiling to be provided.
5. VAV Box(es) will be completed with grilles supply and return air.
6. Thermostat control for VAV Box(es) to be supplied by the Landlord.
7. Fresh air supply to the periphery of the Premises (5 litres/person under
10 square metres/person).
8. Fire services system in accordance with FSD'sandard.
9. Light troughs will be provided.
10. Meter board located at the Landlord's
11. Communal ceiling trunking from meter room to the periphery of the
Premises.
12. Common pantry will be provided for multiple tenants on the same floor.
13. Disable toilet.
14. TV signal available inside meter room to be connected by the Tenant.
15. A standard fire-rated wooden entrance door.
37
IN WITNESS whereof Landlord and the Tenanthave caused this the
Agreement to be duly executed the day and year first above written.
SIGNED by )
)
for and on behalf of the Landlord in the )
)
presence of/whose signature(s) is/are )
)
verified by :- )
SIGNED by )
)
for and on behalf of the Tenant in the )
)
presence of/whose signature(s) is/are )
)
verified by :- )
R E C E I V E D the day and year first above written of )
)
and from the Tenant the sum of HONG KONG DOLLARS )
)
TWO HUNDRED AND THREE THOUSAND TWO ) HK$203,205.00
) =============
HUNDRED AND FIVE being the deposit money above )
)
expressed to be paid by the Tenant to the Landlord. )
Witness/Signature(s) verified by :-
