1
EXHIBIT 10.11
THIS AGREEMENT made the 18th day of Jan., one thousand nine
hundred and ninety-six
BETWEEN
ASTORIA INVESTMENT COMPANY LIMITED whose registered office is situate at Room
2703, Wing Xx Xxxxx, Xx. 00 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx (hereinafter
called "the "Landlord") of the one part and
ROAD CHAMPS LIMITED whose registered office is situate at Xxxx 000, Xxxxxxxxx
Xxxxxx Xxxxx, 00 Xxxx Xxxx, Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (hereinafter
called "the Tenant") of the other part.
WHEREBY IT IS AGREED by and between the parties hereto as follows:
1. The Landlord hereby lets to the Tenant and the Tenant takes from the Landlord
the premises known as Xxxx 0000-0 on 10th Floor, Peninsula Centre, No. 00 Xxxx
Xxxx, Xxxxxxx, Xxxx Xxxx (hereinafter called "the said premises") Together with
the right in common with the Landlord and others having the like right to use go
pass and xxxxxx up down over and upon the common parts including inter alia
entrance passages halls staircases and lifts so far as the same are necessary
for the proper enjoyment of the said premises subject to the term and conditions
hereinafter contained TO HOLD the same unto the Tenant for the term of TWO YEARS
commencing from the 15th day of March 1996 and expiring on the 14th day of March
1998 at a rent of HONG KONG DOLLARS SEVENTY THREE THOUSAND SIX HUNDRED AND
NINETY TWO ONLY (HK$73,692.00) Hong Kong Currency per calendar month payable in
advance on the 1st day of each and every calendar month without deduction
Provided that the rent payable by the Tenant for the period from the expiration
of the rent-free period mentioned in Clause 12 hereof to the end of the Calendar
month shall be apportioned (if appropriate) accordingly and the rent for the
last calendar month of the tenancy shall be apportioned (if appropriate) and be
payable in advance on the 1st day of the last calendar month, last of such
payment shall be made pro-rata according to the number of days then unexpired in
the month on which such payment is made.
2. It is hereby agreed and declared that the said premises are let for the use
of an office by the Tenant only.
3. The tenant hereby agrees with the Landlord as follows:
(a) To pay the said rent at the times and in the manner aforesaid.
(b) To pay and discharge all rates taxes assessments duties charges
impositions and other outgoings now or at any time hereafter to be
imposed or charged by the Government of Hong Kong or other lawful
authority in respect of the said premises upon the owner or occupier
in respect
1
2
thereof (Crown Rent, Property Tax and all other outgoings of a capital
or non-recurring nature excepted).
(c) To pay all charges for electricity, water and gas consumed by the
Tenant in the said premises and all service, maintenance charges and
management fees payable in respect of the said premises, including the
deposits for the meters therefor.
(d) To well and sufficiently paid maintain and keep in good repair and
condition the interior of the said premises, the repair and condition
the interior of the said premises, the furniture and filling (if any)
and all the Landlord's fixtures and additions thereto (fair wear and
tear excepted). In particular, the Tenant will at its own expense
replace any broken or damaged window panes, fan-coil, pipes, wires,
drains, taps, wash-basins and cisterns on the said premises save and
except damage caused by the agent or servant of the Landlord.
(e) To take all diligent precautions and due care to protect the interior
of the said premises against damage by fire storm typhoon or the like.
(f) To permit the Landlord and its agents with or without workmen or
others at all reasonable times and upon reasonable notice being given
to the Tenant to enter upon the said premises and to view the
condition thereof and upon notice being given by the Landlord
forthwith to repair in accordance therewith. Upon the Tenant failing
to comply with the said notice the Landlord or its agents shall be
entitled with or without workmen or others at all reasonable times and
upon reasonable notice being given to the Tenant to enter upon the
said premises to carry out any repair and the Tenant shall be liable
to pay the Landlord's costs of carrying out any such repair and
incidental charges provided that in the event of any emergency the
Landlord its servants or agents may enter without notice and forcibly
if necessary, provided that the Landlord shall keep the Tenant
indemnified for any loss and damages caused by the negligence of the
landlord or its agents in gaining such entry.
(g) Not without the previous written consent of the Landlord (which
consent shall not be unreasonably withheld or delayed) to erect
install or alter any fixtures partitioning or other erection or
installation in the said premises or any part thereof or without the
like consent to make or permit or suffer to be made alteration in or
additions to the electrical/gas wiring/piping and installations or to
install or permit or suffer to be installed any equipment apparatus or
machinery which imposes a weight on any part of the flooring in excess
of that for which it is designed or which requires any additional
electrical/gas main wiring/piping or which consumes electricity/gas
not metered through the Tenant's
2
3
separate meter. The Landlord shall be entitled to prescribe the
maximum weight and permitted locations 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.
(h) Not to transfer assign underlet or otherwise part with the possession
of the said premises or any part thereof either by way of subletting
lending sharing or other means whereby any person or persons not party
to this Agreement obtains the use or possession of the said premises
or any part thereof irrespective of whether any rental or other
consideration is given for such use or possession and in the event of
any such transfer subletting sharing assignment or parting with the
possession of the said premises (whether for monetary consideration or
not) this Agreement shall at the discretion of the Landlord determine
and the Tenant shall forthwith surrender the said premises to the
Landlord. The tenancy shall be personal to the Tenant named in this
Agreement and without in any way limiting the generality of the
foregoing, the following acts and events shall, unless previously
approved in writing by the Landlord (which approval the Landlord shall
not be unreasonably withheld) be deemed to be breaches of this
subclause:-
(1) in the case of the 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.
(2) in the case of a tenant who is an individual (including a sole
surviving partner of a partnership tenant) the death, insanity or
other disability of that individual to the intent that no right
to use, possess, occupy or enjoy the said premises or any part
thereof shall vest in the executors, administrators, personal
representatives, next of kin, trustee or committee of any such
individual.
(3) 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 its
voting shares or who otherwise has or have effective control
thereof.
(4) the giving by the Tenant of a Power of Attorney or similar
authority whereby the donee of the Power obtains the right to
use, possess, occupy or enjoy the said premises or any part
thereof or does in fact use, occupy or enjoy the same.
(5) the change of the Tenant's business name without the previous
consent of the Landlord which consent shall not be withheld or
delayed.
(i) Not to do or permit or suffer to be done in or upon the
3
4
said premises or any part thereof any act or thing which may be or
become or cause a nuisance annoyance damage or disturbance to the
Landlord or to any of the tenants or occupiers of the other parts of
the said building or of the neighbouring premises or which shall
amount to the breach or non-observance of any of the covenants and
conditions contained in the Crown Lease of the said premises, the
Occupation Permit and the Deed of Mutual Covenant of which shall be in
anywise against the laws of regulations of the said Colony of Hong
Kong.
(j) Not to keep or store or cause or permit or suffer to be kept or stored
any arms, ammunition, gunpowder, salt-xxxxx, or other explosives or
inflammable substance in the said premises.
(k) Not to use or permit or suffer to be used the said premises or any
part thereof for any illegal or immoral purposes.
(l) To observe and comply with all houserules and regulations made by the
appropriate management authorities relating to the use and management
of the common parts of the said building.
(m) Not to do or permit or suffer to be done anything in or upon the said
building and the said premises which may infringe any laws,
regulations, bye-lays and rules and all notices and requirements of
the Governmental Departments and other competent authorities in
connection with or in relation to the use and occupation of the said
premises and the said building.
(n) Not to do or cause or permit or suffer to be done anything whereby the
policy or policies of insurance on the said premises and/or the said
building against damage by fire or against other damage howsoever
caused 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 its acts or default.
(o) Not to obstruct or permit any employee or agent to obstruct any
passageway lift staircase entrance exit or other common parts of the
said building, and it is hereby expressly agreed that if any such
obstruction shall happen and the Tenant shall fail to remove the same
immediately upon request either to the Tenant or to the person then in
charge of the said premises on the Tenant's behalf, the Landlord shall
be entitled to dispose of the same in whatever manner the Landlord
shall deem fit including inter alia destroying and disposing of the
same as rubbish and selling the same on such terms and conditions as
the Landlord may deem fit.
(p) Not to use the verandah of the said premises for the purpose of drying
or hanging any clothing and not to exhibit or display anything on or
near the verandah of
4
5
the said premises or any part thereof in such a manner which will
affect the appearance of the said building.
(q) Not to erect or permit to be erected outside the said premises any
wireless or television aerial nor do to permit to be done anything to
the external walls of the said premises which will affect the
appearance of the said building.
(r) Not to place or allow to be placed any showboard name-xxxx placard
advertisement or notice of any description upon the external walls and
the window of the said premises.
(s) Not to keep in the said premises any animal or domestic pet without
the prior consent of the Landlord.
(t) To pay and make good to the Landlord all and every loss and damage
whatsoever incurred or sustained by the Landlord as a consequence of
every breach or non-observance of the Tenant's obligations and
stipulations herein contained and to indemnify the Landlord from and
against all actions claims liability costs and expenses thereby
arising.
(u) At the expiration or sooner determination of this Agreement to deliver
up to the Landlord the said premises in particular the furniture and
fittings (if any) in good clean and tenantable repair and condition
(fair wear and tear excepted) 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.
(v) To allow at all reasonable times by appointment within three calendar
months immediately preceding the expiration of the said term
prospective Tenants or occupiers to inspect the said premises.
4. The Landlord hereby agrees with the Tenant as follows: -
(a) That the Tenant paying the rent hereby reserved and performing and
observing the terms and conditions herein contained and on the part of
the Tenant to be performed and observed may peaceable 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.
(b) To pay Crown rent, property tax and all outgoings of a capital or
non-recurring nature which are now or may hereafter during the said
term be imposed by the Government upon the said premises.
(c) To use its best endeavour at the Landlord's expense to procure the
manager of the said building to maintain the main walls, main drains
and main pipes, main structures, roof, lifts, electricity cables and
all common areas and
5
6
facilities of the said building and/or the said premises in good and
substantial repair and condition throughout the said term.
5. PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED AND DECLARED as
follows: -
(a) If the rent reserved or any part thereof shall be unpaid for seven (7)
days after becoming payable (whether legally or formally demanded or
not) or if the Tenant shall fail or neglect to perform or observe any
term or condition herein contained and on the Tenant's part to be
performed or observed or if the Tenant shall become bankrupt or in the
case of a limited company shall go into liquidation or if a petition
for the Tenant's bankruptcy or winding up, as the case may be, shall
have been filed or if the Tenant shall enter into any composition or
arrangement with creditors or shall suffer the Tenant's goods or other
property to be levied on execution then and in any of the said cases
it shall be lawful for the Landlord at any time thereafter to
determine this Agreement and to re-enter the said premises or any part
thereof in the name of the whole but without prejudice to any right of
action of the Landlord in respect of any breach of the Tenant's terms
and conditions herein contained and the deposit paid hereunder shall
be forfeited to the Landlord but without prejudice to the Landlord's
rights to claim any further damages which the Landlord shall have
sustained or may sustain and a written notice served by the Landlord
on the Tenant to the effect that the Landlord thereby exercises the
power of re-entry and determination hereinbefore contained shall be a
full and sufficient exercise of such power.
(b) In the event of any breach of any term or condition on the part of the
Tenant herein contained, the Landlord shall not by acceptance of rent
or by any other act whatsoever or by any omission be deemed to have
waived any such breach of term or condition notwithstanding any rule
of law or equity to the contrary and that no consent to or waiver of
any breach shall be binding on the Landlord unless the same is in
writing of the Landlord.
(bb) Notwithstanding anything hereinbefore contained in the event of
default in payment by the Tenant in respect of any payments to be made
hereunder for a period of seven days from the date of which the same
falls due for payments, the Tenant shall further pay to the Landlord
on demand interest on the amount in arrears at the rate of 1.5% per
month calculated from the date on which the same 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
6
7
pursuant to this provision shall be without prejudice to and shall not
affect the right of the Landlord to exercise any other right or remedy
hereof (including the right of re-entry) exercisable under the terms
of this Agreement.
(c) For the purpose of this Agreement any act default neglect or omission
of any servant, agent, licensee, visitor and invitee of the Tenant
shall be deemed to be the act default neglect or omission of the
Tenant.
(d) In the event of the said premises or any part thereof at any time
during the said term being damaged or destroyed by acts of war fire
typhoon earthquake flood white ants or subsidence of the soil so as to
render the same unfit for occupation and use and the cause of which is
not attributable to the acts or omission of the Tenant then the rent
hereby reserved or a fair proportion thereof according to the nature
and extent of the damage sustained shall cease to be payable until the
said premises shall have been again rendered fit for occupation and
use PROVIDED ALWAYS that should the whole of the said premises or the
greater part thereof be so destroyed or damaged by the happening of
any of the above events as to be unfit for use and occupation the
Landlord shall not be required to rebuild or reinstate the said
premises or the said building if by reason of the condition of the
same or any local Regulations or other circumstances beyond the
control of the Landlord it is not practicable or reasonable to do so
Provided that if the Landlord shall fail to reinstate or cause to be
reinstated the said premises or the said building within one month of
receiving a written notice to reinstate the same from the Tenant or if
the said premises or the greater part thereof or the said building
remain uninhabitable or inaccessible for a period of one month the
Tenant may forthwith or within a reasonable time thereafter by a
written notice terminate this Agreement and thereupon the same and
everything herein contained shall be void as from the date of
occurrence of such damage or destruction and the Landlord shall
forthwith refund to the Tenant the said deposit or the balance thereof
but without prejudice to the rights and remedies of either party
against the other in respect of any antecedent claim or breach of
covenant.
(e) Any notice required to be served hereunder shall be sufficiently
served on the Tenant if delivered or sent by post or left addressed to
it at the said premises or at its registered office in Hong Kong and
any notice to the Landlord shall be sufficiently served if sent to the
Landlord by post at the Landlord's registered office in Hong Kong. A
notice sent by post shall be deemed to have been received at the time
when in due course of post it would be delivered at the address to
which it is sent.
7
8
(f) For the purpose of distress for rent in terms of Part III of the
Landlord and Tenant (Consolidation) Ordinance (Cap.7) and for the
purpose of this Agreement the rent in respect of the said premises
shall be deemed to be in arrears if not paid in advance at the time
and in the manner hereinbefore provided for payment thereof.
(g) The Tenant shall not be entitled to any compensation or abatement of
rent in respect of any failure howsoever caused in respect of the
lifts, electricity supply or other services provided to the said
building.
(h) The Landlord does not warrant that the light and air to the premises
would not be obstructed.
(i) The Landlord shall not be in any way liable to the Tenant or to any
person or persons claiming any right title or interest under the
Tenant or any person expressly or impliedly authorized by the Tenant
to enter leave or remain on the said building or any part thereof for
any damage to property or injury to person which may be sustained by
the Tenant or any such person or persons as aforesaid on account of
the defective or damaged condition of the said premises the said
building and the Landlord's fixtures or fittings therein and any part
thereof and in particular the person or persons as aforesaid for any
damage to property or injury to person caused by or through or in any
way owing to the overflow of water or water leakage from any floor
flat or premises or any part of the said building any typhoon electric
current water pipes electric wiring or cables situated upon under or
in any way connected with the said premises and/or the said building
or dropping of cigarette ends broken pieces of glass or other articles
from any floor flat premises or any part of the said building or
neighbourhood and the Tenant hereby agrees to indemnify the Landlord
against all claims demands actions costs expenses whatsoever made upon
the Landlord by any person or persons in respect of the matters
aforesaid and further the Tenant shall be responsible for any damage
which may be done to any part of the said premises or to the
Landlord's fixtures and fittings therein.
6. (a) The Tenant shall on or before the signing hereof deposit with the
Landlord the sum specified in the Schedule hereto to secure the due
observance and performance by the Tenant of the agreements
stipulations and conditions herein contained and on the Tenant's part
to be observed and performed. The said deposit shall be retained by
the Landlord throughout the said term free of any interest to the
Tenant and in the event of any breach or non- observance or
non-performance by the Tenant or any of the agreements stipulations or
conditions aforesaid the Landlord shall be entitled to terminate this
Agreement in which event the said deposit may be forfeited to the
8
9
Landlord without prejudice to the Landlord's right of action to claim
for any monetary loss or damage which the Landlord may sustain by
reasons of the aforesaid breach non-observance or non-performance.
Notwithstanding the foregoing the Landlord may in any such event at
its option elect not to terminate this Agreement but to deduct from
the deposit the amount of any monetary loss incurred by the Landlord
in consequence of the breach non-observance or non-performance by the
Tenant in which event the Tenant shall as a condition precedent to the
continuation of the tenancy deposit with the Landlord the amount so
deducted and if the Tenant shall fail so to do the Landlord shall
forthwith be entitled to re-enter on the said premises or any part
thereof in the name of the whole and to determine this Agreement in
which event the deposit may be forfeited to the Landlord as
hereinbefore provided.
(b) 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 against the Tenant for any arrears
of rent rates and other charges and for any breach non-observance or
non-performance of any of the covenants agreements stipulations terms
and conditions herein contained and on the part of the Tenant to be
observed or performed whichever shall be the later.
7. AND IT IS HEREBY AGREED that the Tenant paying the rent hereby reserved and
duly performing and observing the terms and conditions herein contained on the
part of the Tenant to be performed and observed shall upon giving at least six
calendar months' previous notice in writing to the Landlord prior to the
expiration of the said term hereby created have the option of renewing the
tenancy of the said premises for one further term of 1 YEAR at the new monthly
rental of fair market rent at the time of renewal which shall be agreed between
both parties and failing agreement three months before the expiry of the term
such rent shall be determined by a chartered surveyor as an expert appointed by
the then President of the Royal Institution of Chartered Surveyors (Hong Kong
Branch) whose determination shall be conclusive and binding on the parties (the
express for the said appointment shall be borne and paid by the Tenant and the
Landlord in equal shares) such new rent to be exclusive of rates and management
fees and upon and subject to the same terms and conditions herein save and
except that such renewed agreement shall not contain this clause of renewal and
subject to the payment of the balance of the new deposit under the renewed
agreement.
8. It is hereby expressly declared that no key or construction money or other
premium of a similar nature has been paid by the Tenant or any person or persons
for and on behalf of
9
10
the Tenant to the Landlord or any other person for the grant of this tenancy.
9. Where more than one person is a party hereto as Landlord or Tenant, the
expression "the Landlord" and "the Tenant" shall where the context admits
include all either or any of such persons and their liability contained or
implied herein shall be joint and several.
10. In this Agreement unless inconsistent with the context, words denoting
persons include corporations and firms; works denoting masculine gender include
feminine gender and neuter gender, and words denoting the singular number
include the plural number and vice versa.
11. Each party shall bear his own solicitors' costs charges and expenses of and
incidental to this Agreement and the stamp duty (including the counterpart) and
registration fee, if any, on this agreement shall be borne equally by the
parties hereto.
12. Notwithstanding anything herein contained, the Landlord hereby agrees to
grant a rent free period to the Tenant from 15th March 1996 to 1st May 1996 for
decoration purpose only. The management fee, government rates and all outgoings
payable in respect of the said premises for the said rent-free period shall be
borne and paid by the Tenant solely.
13. The Landlord hereby agrees to carry out and complete the following works
before handing over the said premises to the Tenant:-
(a) to provide the false ceiling and a standard entrance door (which
should be facing the lift lobby); and
(b) to build a brick wall in accordance with the prescription and standard
as agreed by the Landlord and the Tenant as partitioning wall between
Unit No. 1007-1008; and
(c) to demolish all the partitions of the said premises.
AS WITNESS the hands of the parties hereto the day and year first above
written.
THE SCHEDULE
------------
The deposits in the sum of HK$248,928.00 the breakdown of which are as
follows:-
(a) Rental deposits HK$221,076.00
(b) Air-conditioning charges and
Management fee deposit HK$ 27,852.00
-------------
10
11
HK$248,928.00
=============
SIGNED by Lauw Xxxxx Xxxxx )
)
for and on behalf of the Landlord )
)
whose signature is verified by:- ) ______________________
Authorized Signature
SIGNED by its director, Xx Xxx Sai )
)
Kit for and on behalf of the )
)
Tenant in the presence of:- ) _____________________
Authorized Signature
11
12
RECEIVED the day and year first )
)
above written of and from the Tenant HONG )
)
KONG DOLLARS TWO HUNDRED FORTY EIGHT )
)
THOUSAND NINE HUNDRED AND TWENTY EIGHT ONLY ) HK$248,928.00
)
being the rental deposits, management and )
)
air-conditioning charges deposit above )
)
expressed to be paid by the Tenants to the )
)
Landlord in respect of the said premises. )
--------------------
the Landlord
12
13
Dated the _____ day of ___________, 1996
ASTORIA INVESTMENT COMPANY LIMITED
AND
ROAD CHAMPS LIMITED
*****************************************
TENANCY AGREEMENT
*****************************************
XXXX, XXX & XXXXX,
SOLICITORS,
ROOMS 2706-8, WING ON HOUSE,
00 XXX XXXXX XXXX XXXXXXX,
XXXX XXXX.
13
