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Dated the 18th day of November 1995
Exhibit 10.3
XXX XXXXX PROPERTY
MANAGEMENT LIMITED
and
EURO TECH (FAR EAST) LIMITED
&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
TENANCY AGREEMENT
of
All Those Factories A, B, C & D on the 18th Floor - of Xxx Xxxxx Hong
Centre, Xx.00 Xxx Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxx Xxxx
&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
Term: 2 years
Commencement on: 01/11/95
Termination on: 31/10/97
Rent: HK$ 125,000.00
Service charges: HK$ 14,000.00
Monthly payment on: 1st day of each month
Rent deposit: HK$ 375,000.00
==============================
XXXX XXXXX XXXXX & TO,
SOLICITORS,
21st Floor Ka Wah Bank Centre,
Xx.000 Xxx Xxxxx Xxxx Xxxxxxx,
XXXX XXXX.
==============================
REF: PT/13755/CON/cc/ic
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THIS AGREEMENT is made the 18th day of November
One thousand nine hundred and ninety-five
BETWEEN XXX XXXXX PROPERTY MANAGEMENT LIMITED whose registered office is
situate at 7th Floor, Tung Hip Commercial Building, Xx.000 Xxx Xxxxx Xxxx
Xxxxxxx, Xxxx Xxxx as agent for the registered owner, ASSOCIATED DEVELOPMENT
COMPANY LIMITED, (hereinafter called "the Landlord") of the one part and EURO
TECH (FAR EAST) LIMITED (FOREIGN LANGUAGE CHARACTERS) whose registered office
is situate at 18th Floor of Xxx Xxxxx Hong Centre, Xx.00 Xxxx Xxxx Xxxx Xxxx,
Xxxxxxxx, Xxxx Xxxx ---------------------------------(hereinafter called
"the Tenant") of the other part
NOW IT IS AGREED as follows:-
1. The Landlord shall let and the Tenant shall take ALL THOSE FACTORIES A,
B, C and D on the EIGHTEENTH FLOOR ------------------------------------------
(hereinafter referred to as "the said premises") of the building known as XXX
XXXXX XXXX CENTRE, Xx.00 Xxxx Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxx Xxxx which said
Building is erected on ALL THAT piece or parcel of ground registered in the
Land Registry as ABERDEEN INLAND LOT NO.390 and is hereinafter referred to as
"the said building" TOGETHER with a right of way for the Tenant his servants
and agents (in common with the Landlord and all others having the like right)
from time to time to pass and xxxxxx over and along the staircases and landings
erected in the said building and the right (in common with the Landlord and all
others having the like right) to use the lifts installed in the said building
during such time as the same are in operation for the purpose of access to and
egress from the said premises FOR THE TERM of TWO (2) YEARS ------------------
from the 1st day of November 1995 to the 31st day of October 1997 YIELDING AND
PAYING therefor during the said term monthly and every calendar month the rent
of DOLLARS ONE HUNDRED AND TWENTY FIVE THOUSAND ($125,000.00) ONLY -----------
inclusive of rates and monthly service charges in the sum of $14,000.00 -----
both payable in Hong Kong Currency in advance on the 1st day of each and every
calendar month.
2. The Tenant agrees with the Landlord as follows:-
(1) To pay the said rent at the times and in manner aforesaid.
(2) To pay the Landlord or the person or the corporation for the
time being appointed in writing by the Landlord to undertake the general
management of the said building on the 1st day of each and every
calendar month during the continuance of this tenancy the said sum of
HK$ 14,000.00 ------- per month (hereinafter called "the service
charges") as contribution towards the expenses of the management of and
provision of general services to the said premises as set out in
subclauses 3(4) to (8)
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(inclusive) hereof. The management and general services to be undertaken
or to be performed by the Landlord do not include the disposal of
industrial waste or refuse or rubbish of the Tenant.
(3) To pay the electricity gas and water charges in respect of the
said premises and to make all necessary deposits and increase in
deposits for the supply of electricity gas and water to the said
premises.
(4) To constantly maintain and keep the whole of the interior of the
said premises and every part thereof in proper and tenantable repair and
condition including all fixtures and fittings therein and to meet and
comply with all requirements and notices that may be issued by the
Urban Services Department, the Fire Services Department or any other
Government Departments and to constantly maintain and keep all windows
and window panes in good repair and condition.
(5) To permit the Landlord and all persons authorised by it at all
reasonable times to enter into the said premises to view the condition
thereof and to give or leave notice in writing upon the said premises
for the Tenant of all defects or want of repair there found and the
Tenant shall within one month after the date of every such notice well
and sufficiently repair and make good such defects and/or want of repair
whereof such notice shall have been so given or left and the Landlord
shall in no way be responsible for any inconvenience or damage caused by
the person or persons so authorised.
(6) Not to make any alterations in or additions to the said premises
without the previous consent in writing of the Landlord. In the event of
any permitted alterations or additions being made by the Tenant to the
said premises during the said term the Tenant shall if required by the
Landlord reinstate the said premises at his own cost and expense prior
to delivering up possession thereof to the Landlord.
(7) Not to assign underlet sublet or otherwise part with the possession of
the said premises or any part thereof or let or to sublet lend share
or by any other means whereby any person or persons not a party to this
Agreement obtain the use or possession of the said premises or any part
thereof irrespective of whether any rental or other consideration is
given for such use or possession. The tenancy shall be personal to the
Tenant specifically named in this Agreement and without in any way
limiting the generality of the foregoing, the following acts and
events shall, unless previously approved in writing by the Landlord
(which approval the Landlord may give or withhold at its sole discretion
without assigning any reason therefor) be deemed to be breaches of this
subclause -
(i) in the case of a Tenant which is a partnership, the taking in of
one or more new partners whether on the death or retirement of
an existing partner or otherwise;
(ii) In the case of a Tenant who is an individual (including a sole
surviving
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partner of a partnership tenant) the death, insanity or
other disability of that individual to the intent that
no right to use, possess, occupy or enjoy the said
premises or any part thereof shall vest in the
executors, administrators, personal representatives,
next-of-kin, trustee or committee of any such
individual;
(iii) in the case of a Tenant which is a corporation any
take-over, reconstruction, amalgamation, merger,
voluntary liquidation or change in the person or persons
who owns or own a majority of voting shares of such
corporation or who otherwise has or have effective
control thereof;
(iv) the giving by the Tenant of a Power of Attorney or
similar authority whereby the donee of the Power or
authority obtains the right to use, possess, occupy or
enjoy the said premises or any part thereof or does in
fact use, possess, occupy or enjoy the same;
(v) The change of the Tenant's business name without the
previous written consent of the Landlord.
(8) Not to do or cause or permit or suffer to be done anything in or
upon the said premises or any part thereof which may at any time
be or become a nuisance or annoyance to the Landlord or the
tenants or occupiers of the other portions of the said building
or of the neighbouring premises or which may produce an
offensive odour and to take all such precautions as the Landlord
shall reasonably from time to time require to prevent or
minimise damage to the said premises from the Tenant's
operations.
(9) Not to store or cause or permit or suffer to be stored any
unlawful or dangerous or hazardous goods or any explosive or
combustible substance on or in any part of the said premises.
(10) Not to use the said premises or any part thereof for any illegal
or immoral purpose.
(11) Not to prepare or permit or cause or suffer to be prepared any
food in the said premises.
(12) Not to do or cause or permit or suffer to be done anything
whereby the policy or policies of insurance of the said premises
or of the said building against fire may be rendered void or
voidable or whereby the premium for such insurance may be liable
to be increased and the Tenant shall indemnify the Landlord
against such increased or additional premium as shall have been
brought about or caused by any act or default of the Tenant or
his servants or licensees.
(13) To use the said premises for industrial purposes only and not to
carry on any trade or business thereon which is now or may
hereafter be declared to be an offensive trade under the Public
Health and Municipal Services Ordinances or any enactment
amending the same or substituted therefor.
(14) To cushion all the machineries placed or affixed to the said
premises and to restrict
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the number of workers working or staying in the said premises in
accordance with all Government regulations for the time being in force
in Hong Kong.
(15) Not to store or place or cause or permit or suffer to be stored or
placed any goods or machinery or other things on or in any part of the
said premises which impose a loading exceeding 733 kilograms per
square metre (150 lbs. per square foot).
(16) Not to overload or cause or permit or suffer to be overloaded any of the
lifts in the said building in excess of their maximum capacity and to be
responsible for any damage caused thereby.
(17) Not to install any furnace, boiler or other plant or equipment in any
part of the said premises or use any fuel that might in any circumstance
produce smoke without the previous consent in writing of the
Commissioner for Labour and the Landlord first had and obtained.
(18) Not to install or use on the said premises or any part thereof any
machinery, furnace, boiler or other plant or equipment or use any fuel
or method or process of manufacture or treatment which might in any
circumstances result in the discharge or emission, whether aerial or
otherwise, on or from the said building or any part thereof of any
noxious, harmful or corrosive matter, whether it be in the form of gas,
smoke, liquid or solids or otherwise, or which shall in the opinion of
the Commissioner for Labour be excessive in or unnecessary for the
proper use and enjoyment of the said building for the purpose for which
the Land is granted.
(19) Not to place or store or cause or permit or suffer to be placed or
stored any goods or chattels or any things on the parking or loading
area or the driveway or in the common entrance-hall, staircases,
landings, passages or any other common parts of and in the said
building and to indemnify the Landlord against all actions, suits,
costs, expenses, losses and claims which may be incurred or sustained
by the Landlord by reason of or relating to the non-compliance of this
sub-clause by the Tenant its servants or agents.
(20) Not to hang any flags or display any posters or things of a similar
nature on any part of the exterior walls of the said premises or the
said building such as notices for employment of workers or any kind of
advertisements or by any other cause whatsoever.
(21) Not to paint affix erect or display any sign board, neon sign or
advertisement on any part of the exterior walls or on any of the
windows of the said building but the Tenant shall be at liberty to
exhibit his firm name as contained in this Agreement in the spaces
provided by the Landlord at the main entrances of the said building
and in such size as the Landlord shall designate and approve.
(22) Not to carry on or cause or permit or suffer to be carried on any trade
or business in the nature of an oil refinery, paint spraying, dyeing or
bleaching, metal ware bearing, electrical plating, rubber shoes
manufacturing, paper carton making, paper storage,
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printing or laundry or furniture or rattan factory, foam rubber
manufacturing, weaving or knitting factory, electroplating
factory or plastic factory or any other similar kind of trade
or business.
(23) Not to install any support or erect any iron bracket on any
part of the exterior walls of the said building for the
installation of air-conditioners or ventilators without the
prior written consent of the Landlord. If the Tenant wishes to
install any air-conditioners or ventilators he shall ensure
that such air-conditioners or ventilators are safely installed
through the windows of the said premises without damaging and
without protruding beyond any part of the exterior walls of
the said building.
(24) Not to paint the window glass panes with paints and to
constantly keep such glass panes in a clean and tidy condition
and to undertake to replace any broken panes that may occur.
(25) Not to injure or interfere with or allow or permit or suffer
anyone to injure or interfere with or alter or test or reset or
repair or replace the "Fire Alarm" or "Sprinkler System" as the
case may be or any of the fire fighting equipments installed
in the said premises and building without the prior written
approval of the Landlord first had and obtained.
(26) Not to fix or erect or cause or permit or suffer to be fixed or
erected any chimneys or venetian blinds or sun blinds or
canopies, pipes or wires of any description to or on any part of
the exterior walls of the said building and not to fix or erect
any chimneys in any part of the said premises.
(27) Not to make any openings or damage any part of the exterior
walls of the said building.
(28) Not to erect or cause or permit or suffer to be erected any
shelters or coverings on any part of the canopy or the
flat-roof or roof of the said building.
(29) Not to remove or alter the position of any of the Smoke Lobby
doors or to make any alterations in or additions to any of such
doors whatsoever.
(30) Not to allow or cause any aerial wiring or rods to protrude
outside the exterior walls of the said building.
(31) Not to break any part of the exterior walls of the said
building for the conveyance of goods, machineries or any other
things or for any other purpose whatsoever.
(32) Not to use or allow or permit the use of any of the common
electricity supply for his own purpose whether temporary or
otherwise and not to interfere with any of the common
electricity wirings as installed in the said building.
(33) To observe and perform all regulations and conditions imposed
and notices and orders served by any Government Department or
competent authority in relation to or in respect of the
carrying on of a factory or the trade or business of the
Tenant on the said premises and to observe and perform all the
terms and conditions contained in the relevant Conditions of
Sale under which the said Lot is held and the House
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Rules relating to the upkeep and maintenance of the said
building (if any) and that the Tenant shall indemnify the
Landlord against all liability claims loss or damages costs and
expenses as a result of the non-observance or non-performance
thereof.
(34) At the expiration or sooner determination of this Agreement to
deliver up to the Landlord vacant possession of the said
premises in such good repair and condition as aforesaid together
with any additional erections alterations or improvements which
the Tenant may with the consent of the Landlord as aforesaid
have made upon or in the said premises without payment of any
compensation for such additional erections alterations or
improvements.
3. The Landlord agrees with the Tenant as follows:-
(1) That the Tenant paying the rent hereby reserved and performing
and observing the terms and conditions hereinbefore contained
and on the part of the Tenant to be performed or observed may
peaceably hold and enjoy the said premises during the said term
without any interruption by the Landlord or any person lawfully
claiming through or under it.
(2) To pay the Crown rent rates (except any increase in rates) and
property tax which are now or may hereafter during the said term
be imposed by Government upon the said premises throughout the
said term.
(3) To maintain and keep the main structure and roof of the said
building and every part of such main structure and roof in
proper and tenantable repair and condition.
(4) To engage and pay one or more caretakers for the said building.
(5) To keep the said lifts in reasonably good repair and in working
condition in accordance with the maintenance terms and
conditions of the lift contractors.
(6) To maintain the electric pumps (if any) for supplying flushing
water to the said building in good condition and to provide salt
water for flushing purposes whenever the same is made available
by the Government.
(7) To keep the staircases and landings and other common portions
of the said building in a clean and sanitary condition.
(8) To pay all charges in respect of electricity consumed by the
said lifts, the electric pumps and lighting in the staircases
and landings and other common portions of the said building.
Provided always that the Landlord shall not in any circumstances
be responsible for failure of the said lifts, the electric pumps
and/or lighting for any reason whatsoever including negligent or
wrongful acts or omissions by independent contractors for any
damage whatsoever caused thereby.
4. PROVIDED ALWAYS AND IT IS MUTUALLY AGREED as follows:-
(1) That if and whenever any part of the rent hereby reserved shall
be in arrear for three (3) days (whether the same shall have
been lawfully demanded or not) or if the Tenant shall fail to
pay the monthly service charges within three (3) days of due
date or if and whenever there shall be a breach by the Tenant of
any of the terms or
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conditions hereinbefore contained and to be performed or observed by the
Tenant or if the Tenant shall become bankrupt or in the case of a limited
company shall be wound up whether voluntarily or compulsorily or shall
enter into composition or arrangement with the Tenant's creditors or shall
suffer execution to be levied upon any of the Tenant's goods or effects
the Landlord shall upon the happening of any such event be entitled to
re-enter upon the said premises or any part thereof in the name of the
whole and thereupon this Agreement shall absolutely determine but without
prejudice to any rights which may have accrued to the Landlord by reason
of any antecedent breach of any of the obligations on the part of the
Tenant hereinbefore contained.
(2) The lifts as installed in the said building shall be permitted for use by
the Tenant under instructions imposed by the Landlord at all reasonable
times only. Should the Tenant fail to observe the instructions as imposed
by the Landlord, he shall not be allowed to use any of the said lifts. The
Tenant shall indemnify the Landlord for all damage done to any of the
said lifts due to the mis-use of the said lifts by the Tenant, his
servants, agents, visitors or customers.
(3) All fire fighting equipments as installed in the said premises and the
said building shall be and remain the property of the Landlord and the
Tenant shall take due care thereof and in particular the Tenant shall not
allow or cause any of such equipments to be interfered with or moved to
any other position. The Tenant shall further pay the annual recharge fees
for all the fire-extinguishers as installed in the said premises.
(4) In the event of the said premises at any time during the said term being
damaged or destroyed by fire or by any other cause (not attributable to
the act default or negligence of the Tenant) so as to be completely unfit
for use this Agreement shall automatically terminate whereupon the Tenant
shall forthwith deliver up vacant possession of the entire premises to the
Landlord and neither party shall have any claim against the other except
for antecedent breaches, if any.
(5) If for any reason whatsoever the rateable value of the said premises is
increased to a figure in excess of the rateable value as at the date
hereof or if the Rates payable in respect of the said premises shall be
increased then and in any such case the Tenant shall during the
continuance of the term of this Agreement bear such increase in Rates.
(6) If for any reason whatsoever the Rates of the said premises are increased
to a figure in excess of the Rates at the date hereof by reason of any
decoration alteration or other works or improvements carried out by the
Tenant on the said premises then and in any such case the Tenant shall
during the continuance of the term of this Agreement bear the increase in
Rates and the amount of such increase or increases shall form part of the
rent and be paid by and be recoverable from the Tenant accordingly.
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(7) The Landlord shall not be under any liability whatsoever to the Tenant or
to any other person whomsoever in respect of any loss or damage to person
or property sustained by the Tenant or to any other person caused by or
through or in any way owing to the overflow of water, bursting or leakage
of any water pipes, waste water pipes, drains of any description, overflow
of water-closet cistern or leakage of water-taps or sprinklers or the
escape of fumes smoke fire or any other substance or thing from anywhere
within the said building or breakage or want of repair of any part of the
fixtures or other plant or equipment including "fire alarm" or "sprinkler"
or other fire service installations and the Tenant shall fully and
effectually indemnify the Landlord from and against all claims and demands
actions and legal proceedings whatsoever made upon the Landlord by any
person in respect of any loss, damage or injury caused by or through or in
any way owing to the overflow of water or the escape of fumes smoke fire
or any other substance or thing from the said premises owing to the
neglect or default of the Tenant, his servants, visitors, agents or
licensees or to the defective or damaged condition of the interior of the
said premises for which the Tenant is responsible hereunder and against
all costs and expenses incurred by the Landlord in respect of any such
claim or demand.
(8) The Landlord shall not be in any way responsible to the Tenant for any
damage to the said premises or the contents thereof or to the Tenant's
business including structural defects of the said building or damage
caused directly or indirectly by the malfunction or failure of any of
the lifts or the water pumps or of the electrical equipment wiring or
apparatus or by water seepage from the upper floors or windows of the
said building or by floods from the hills, landslide, typhoon, storms,
lightning or rain or by any other unforeseen calamities.
(9) The Tenant hereby expressly declares that he waives any claim for or
entitlement to any compensation or awards, under the provisions of the
Demolished Buildings (Redevelopment of Sites) Ordinance or any amending or
substituting legislations in respect thereof and that the Tenant shall
indemnify the Landlord for any claims actions demands arising from the
non-observance or non-compliance of the terms contained in this
sub-clause.
(10) The Tenant hereby expressly declares that he has paid no premium,
construction fee, key money or other sums of money of a similar nature for
securing the tenancy and that at the expiration or sooner determination of
this Agreement the Tenant will not invoke or seek to avail himself of any
protection which may or shall hereafter be afforded by any ordinance or
regulation of Hong Kong protecting tenants or lessees from eviction but
will promptly and punctually quit and deliver up vacant possession of the
entirety of the said premises at the expiration of this Agreement or
sooner determination as aforesaid.
(11) To secure the due performance and observance of the stipulations or
conditions
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herein contained the Tenant shall on the signing of this Agreement pay
to the Landlord by way of deposit the sum of $375,000.00 the receipt
whereof the Landlord hereby acknowledges. At the expiration or sooner
determination of this Agreement and provided that the said rent and
other sums of money hereby stipulated shall have been duly paid on due
dates and all other terms and conditions hereinbefore contained duly
performed and observed by the Tenant then within the period of seven
days after the Tenant shall have duly delivered up vacant possession of
the entire said premises to the Landlord, the Landlord shall return to
the Tenant the said deposit money but without any interest. The said
deposit money shall be absolutely forfeited to the Landlord if the
Tenant shall fail to perform or observe any of the terms or conditions
herein contained, without prejudice to the Landlord's right to claim for
damages or breach of contract.
(12) Any notice under this Agreement shall be in writing and any notice
to the Tenant shall be sufficiently served if left addressed to him at
the said premises or any part thereof or sent to him by registered post
or left at his last known address in Hong Kong and any notice to the
Landlord shall be sufficiently served if sent to it by registered post
or left at its last known address in Hong Kong.
(13) For the purpose of these presents any act default or omission of the
agents, licensees, workmen, servants, visitors or customers of the
Tenant shall be deemed to be the act default or omission of the Tenant.
(14) For the purpose of the Landlord and Tenant (Consolidation) Ordinance,
Cap. 7 and for the purpose of these presents the rent in respect of
the said premises shall be deemed to be in arrear if not paid in
advance as stipulated by Clause 1 hereof.
5. It is hereby further declared and acknowledged by the parties hereto
that Associated Development Co. Ltd. (hereinafter called "the said Company")
is the registered owner of the premises and that Xxx Xxxxx Property Management
Limited is the lawful attorney and agent of the said Company; the term
"Landlord" wherever appears in this Agreement shall include the said Company.
6. All costs and expenses of and incidental to the preparation completion
stamping and registration (if any) of this Agreement shall be borne and paid
by the Tenant absolutely. Where the tenancy is one to which Part V of the
Landlord & Tenant (Consolidation) Ordinance applies, the Tenant shall also bear
the costs of Messrs. Xxxx, Xxxxx, Xxxxx & To in the posting of notices in
compliance with the said Ordinance.
7. It is hereby declared that in these presents if the context permits or
requires words importing the singular number shall include the plural number
and words importing the masculine gender shall include the feminine gender and
the neuter gender.
8. The Tenant shall be at liberty to terminate this Agreement after the
expiration of ONE YEAR from the date of commencement of the tenancy created
herein by giving to the Landlord at least one calendar month's previous notice
in writing of its intention so to do (such notice only to expire on the last of
any calendar month).
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AS WITNESS the respective hands of the parties hereto the day and year
first above written.
SIGNED by XXXXX XXXX XXX Director ) FOR AND ON BEHALF OF
for and on behalf of the Landlord whose ) XXX XXXXX PROPERTY MANAGEMENT LIMITED
signature is verified by:- )
/s/ XXXXXXX X.X TO
Solicitor,
Hong Kong
SIGNED by Xxxx Mo Xxx ----- ) (illegible)
------ for and on behalf of )
the Tenant in the presence of:-)
/s/ XXXXXXX X.X TO
Solicitor,
Hong Kong
INTERPRETED by:
/s/ Xxxxx Xxxx Xxxx
Clerk to Messrs. Xxxx, Xxxxx, Xxxxx & Xx,
Solicitors, Hong Kong
RECEIVED on the day and year first above written of)
and from the Tenant the above-mentioned deposit of )
DOLLARS THREE HUNDRED SEVENTY FIVE ) HK$375,000.00
THOUSAND ONLY Hong Kong Currency. ) =============
WITNESS:-
FOR AND ON BEHALF OF
/s/ XXXXXXX X.X TO XXX XXXXX PROPERTY MANAGEMENT LIMITED
Solicitor,
Hong Kong
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