EXHIBIT 3.1
Dated the 25 day of April 2001
A.S. XXXXXX & COMPANY, LIMITED
as LANDLORD
and
DISPOSABLE SOFT GOODS LIMITED
as TENANT
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SUB-TENANCY AGREEMENT
of
UNIT C and UNIT D on FIFTEENTH FLOOR
and
ALL THAT Portion on SIXTEENTH FLOOR and SEVENTEENTH FLOOR
of XXXXXX CENTRE,
00-00 XXXX XXX XXXXXX, XXXX XXXXX,
XXX XXXXXXXXXXX, XXXX XXXX erected on
XXXX XXXXX, TOWN LOT NO.258.
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Term : Two years fixed commencing from 1st July 2001 to 30th
June 2003.
Rent-Free Periods : One month from 1st June 2002 to 31st June 2002 &
One month from 1st June 2003 to 30th June 2003.
Rent : HK$283,592.00 per month, exclusive
Management Fee : HK$54,212.00 per month, subject to review.
Deposit : HK$675,608.00 (equivalent to two months' rent and
management fee)
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A.S. XXXXXX & CO., LIMITED.
Property Development Department
SECTION I
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AGREEMENT
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Parties AN AGREEMENT made this 25 day of April TWO THOUSAND AND ONE
between the person or company detailed as the Landlord in Part I
of the Schedule hereto (hereinafter called "the Landlord") of the
one part and the person or company detailed as the Tenant in Part
I of the Schedule hereto (hereinafter called "the Tenant") of the
other part.
WHEREAS:-
Head Lease By a Lease made on the 31st day of May 1996 between LYNNORE LTD.
as Landlord of the one part and the Landlord as Tenant of the
other part (the "Head Lease") ALL THAT Building erected at 00-00
Xxxx Xxx Xxxxxx registered at the Land Registry as Lot No.258
(the "Property") was let by the said Lynnore Ltd. to the Landlord
for a term of six years commencing from 1st June 1996 subject to
the covenants and conditions therein mentioned.
The Landlord is desirous of entering into a sub-tenancy agreement
with the Tenant over a portion of the Property the particulars of
which are set out in the schedule hereto in manner hereinafter
appearing.
WHEREBY IT IS AGREED as follows:-
Premises The Landlord as principal tenant shall let and the Tenant as
sub-tenant shall take ALL THOSE the premises (hereinafter
referred to as "the PREMISES") forming part of all that building
("hereinafter referred to as "the Building") and more
particularly described and set out in Part II of the Schedule
attached 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 right in common with
others having the like right to use the lift service in the
building (whenever the same shall be operating) for the term set
forth in Part III of the Schedule hereto YIELDING AND PAYING
therefor throughout the said term the rent as are set out in Part
Term IV of the Schedule hereto which sums shall be payable exclusive
of other charges payable under Section II in advance without any
deductions on the first day of each calendar month of first and
Rent last of such payments to be apportioned according to the number
of days in the month included in the said term.
------------------- ------------------------
[GRAPHIC] DUPLICATE or COUNTERPART
HONG KONG
[SEAL] Original Stamped with
005,00
STAMP DUTY PAID $ 15598
------------------- ------------------------
1
User Subject as hereinafter mentioned the Tenant agrees not to use the
Premises for any purpose other than for godown, workshop and
ancillary office purpose only.
Subletting The Tenant acknowledges that this Agreement is made subject to
the Head Lease and hereby undertakes with the Landlord that the
Tenant will duly observe and perform all the covenants terms and
conditions in the Head Lease and all the obligations of the
Landlord therein referred to as "the Tenant" so far as they
relate to the Premises and are not hereby expressly assured by
the Landlord, and will give to the Landlord a full and sufficient
indemnity in respect of any claim made against the Landlord
arising from the Tenant's failure or non-performance or
non-observance of the covenants terms and provisions thereof.
The subletting is subject to the observance and performance by
the Tenant herein of all such obligations and restrictions on the
part of the Landlord as are contained in the Head Lease (other
than the payment of rent therein mentioned) in so far as the same
are applicable to the Premises hereby sublet.
2
SECTION II
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RENT AND OTHER CHARGES
----------------------
The Tenant agrees with the Landlord as follows :-
Rent 1.(a) To pay on the days and in the manner hereinbefore
provided :-
(i) the said rent as set forth in Part IV of the Schedule.
Maintenance (ii) the maintenance charges (if any),
Charges
Cleaning (iii) the cleaning charges (if any),
Charges
Management 1.(b) To pay on the days and in manner hereinbefore provided the
Fees management fees as set forth in Part V of the Schedule
hereto ("the management fees") provided always that if at
any time during the said term the cost and expenses to the
Landlord of providing the services the subject of the
management fees shall have risen the Landlord shall be
entitled from time to time to serve a notice in writing upon
the Tenant (accompanied by an explanatory memorandum setting
out details of such increased cost) increasing the
management fees at the relevant time payable as set out in
Part V of the Schedule hereto by an amount equivalent to the
increased cost to the Landlord of providing such services
and thereafter such increased charge provided for herein and
in the Schedule. The management fees shall not include any
sums expended in the repair or decoration of the exterior or
structure of the Building or the main pipes drains and
cables therein. Rates
Rates 2. 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 Hong Kong or other lawful authority (Government Rent and
Property Tax alone excepted). Without prejudice to the
generality of this Clause the Tenant shall pay all rates
imposed on the Premises in the first place to the Landlord
who shall settle the same with the Hong Kong Government 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 Hong Kong Government
on the basis of a rateable value equal to twelve months'
rent payable by the Tenant on account of the Tenant's
liability under this clause.
3
Utilities 3. To pay and discharge all deposits and charges in respect of
gas water deposits electricity air conditioning and
telephone as may be shown by or operated from the Tenant's
own metered supplies or by accounts rendered to the Tenant
in respect of all such utilities consumed on or in the
Premises.
4
SECTION III
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TENANT'S OBLIGATIONS
--------------------
Compliance l. To obey observe and comply with and to indemnify the
with Landlord against the breach of all ordinances regulations
Ordinances bye-laws rules and requirements of any Governmental or other
competent authority relating to the use and occupation of
the Premises or any other act deed matter or thing done
permitted suffered or omitted therein or thereon by the
Tenant of any employee agent or licensee of the Tenant and
without prejudice to the foregoing to obtain any approval
licence or permit required by any Governmental or other
competent authority in connection with the Tenant's use and
occupation of the Premises prior to the commencement of the
Tenant's business and to indemnify the Landlord against the
consequences of a breach of this provision.
Fitting out 2. To fit out the interior of the Premises in accordance with
such plans and specifications as shall have been first
submitted to and approved by the Landlord in writing in a
good and proper workmanlike fashion and safety and in all
respects in a style and manner appropriate to a first class
industrial building and so to maintain the same throughout
the said term in good condition and repair to the
satisfaction of Landlord.
Good Repair 3. To keep all the interior of the Premises including the
of Interior flooring and interior plaster or other finishing material or
rendering to the walls floors and ceilings and the
Landlord's fixtures and fittings therein including all doors
windows electrical installations and wiring light fittings
suspended ceilings fire fighting apparatus and ducting in
good clean tenantable substantial and proper repair and
condition and as may be appropriate from time to time
maintain the same at the expenses of the Tenant and to
deliver up the same to the Landlord at the expiration or
sooner determination of the said term in like condition.
Replacement 4. To pay to or reimburse the Landlord cost of replacing any
of Windows reflective film (if any) which is damaged and all broken or
damaged windows whether the same be broken or damaged by the
negligence of the Tenant or owing to circumstances beyond
the control of the Tenant.
5
Repair of 5. To repair or replace if so required by the appropriate
Electrical company or authority by duly authorised contractor statutory
Installation undertake or authority as the case may be under the terms of
the Electricity Supply Ordinance (Cap. 8) or any statutory
modification or re-enactment thereof or any Orders in
Council or regulations made thereunder all the electrical
wiring installations and fittings within the Premises and
the wiring from the Tenant's meter or meters to and within
the same.
Good Repair 6. At the expense of the Tenant to maintain all toilets and
of Toilets water apparatus as are located within the Premises (or
and Water elsewhere if used exclusively by the Tenant its employees
Apparatus invitees and 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.
Cleaning of 7. To pay on demand to the Landlord the cost incurred by the
Drains Landlord in cleaning and clearing any of the drains choked
or stopped up owing to the improper or careless use by the
Tenant or its employees invitees or licensees.
Indemnify 8. To be wholly responsible for any damage or injury caused to
against any person whomsoever directly or indirectly through the
Loss/ Damage defective or damaged condition of any part of the interior
from of the Premises or in any way owing to the spread of fire or
Interior smoke or the overflow of water from the Premises or any part
Defects thereof or through the act default or neglect of the Tenant
its servants agents licensees or contractors 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 with such company
as the Landlord may at its sole discretion nominate.
The Tenant hereby further undertakes to produce to the
Landlord as and when required by the Landlord such policy of
insurance together with a receipt for the last payment of
premium and a certificate from the insurance company that
the policy is fully paid up and in all respects valid and
subsisting.
6
Protection 9. To take all reasonable precautions to protect the interior
from Typhoon of the Premises from storm or typhoon damage.
To permit 10. To permit the Landlord its agents and all persons authorised
Landlord to by it with or without workmen or others and with or without
enter and appliances at all reasonable times to enter upon the
view Premises to view the condition thereof and upon prior notice
to the Tenant to take inventories of the fixtures and
fittings 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.
To execute 11. To make good all defects and wants of repair to the Premises
repairs on for which the Tenant may be liable within the period of one
receipt of month from the receipt of written notice from the Landlord
notice 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 in such case the cost thereof shall be a debt due from
the Tenant to the Landlord and be recoverable forthwith by
action.
Inform 12. To give notice to the Landlord or its agent of any damage
Landlord of that may be suffered to the Premises and of accident to or
Damage defects in the water and gas pipes electrical wiring or
fittings fixtures or other facilities provided by the
Landlord.
Refuse and 13. To be responsible for the removal of refuse and garbage from
Garbage the Premises to such location as shall be specified by the
Removal 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.
[SEAL]
Installation 14. The Tenant shall make its own arrangements with the
of Telecommunications companies in Hong Kong with regard to the
Telephone/ installation of telephones in the Premises but the
Cables installation of telephone lines outside the Premises must be
in accordance with the Landlord's directions.
Observe and 15. To be bound by and to be observed and perform all the terms
Perform conditions stipulations and covenants contained in the Crown
Covenant in Lease and the Deed of Mutual Covenant relating to the
the Crown Building. To obey and comply with such Building Rules and
Lease and House Rules as may from time to time be made or adopted by
Deed of the Landlord or the Manager of the Building in accordance
Mutual with any Deed of Mutual Covenant and/or by the Management
Covenant Committee of the Incorporated Owners of the Building and/or
any Management Agreement is relation to the management of
the Building.
7
Contractors 16. To be liable for any act default negligence or omission of
Employees the Tenant's contractor employees invitees or licensees as
Invitees and if it were the act default negligence or omission of the
Licensees Tenant and to indemnify the Landlord against all costs
claims demands expenses or liability to any third party in
connection therewith.
Yield up 17. To yield up the Premises with all fixtures fittings and
Premises additions therein and thereto at the expiration or sooner
and Handover determination of this Agreement in good clean and tenantable
repair and condition in accordance with the stipulations
hereinbefore contained provided that where the Tenant has
made any alterations installation fixtures fittings
partitioning or additions to the Premises with or without
the Landlord's written consent the Landlord may at its
discretion require the Tenant to reinstate remove dismantle
or do away with such alterations installation fixtures
fittings partitioning 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 Landlord's
fixtures and fitting therein as a result thereof before
delivering up the Premises to the Landlord.
User 18. Not to use the Premises for any purpose other than that set
Restriction out in Section I.
8
SECTION IV
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LANDLORD'S OBLIGATIONS
----------------------
The Landlord agrees with the Tenant as follows :-
Quiet 1. To permit the Tenant (duly paying the rent and other charges
Enjoyment payable under Section II 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 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.
Roof and 2. To maintain and keep main drains water pipes main walls and
Main exterior window frames of the Building (except in so far as
Structure the same are within the responsibility of the Tenant
hereunder) in a proper state of repair and condition
provided that Landlord shall not be liable for breach of
this clause (so far as it relates to the Premises) unless
and until written notice of any defect or want of repair has
been given to the Landlord by the Tenant and the Landlord
has failed to take reasonable steps to repair or remedy the
same.
9
SECTION V
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RESTRICTIONS AND PROHIBITIONS
-----------------------------
The Tenant hereby agrees with the Landlord as follows :-
Installation 1(a) Not to make or permit or suffer to be made any alterations
and in or additions to the Premises or to the electrical wiring
Alterations installation air-conditioning ducting (if any) lighting
fixtures or other Landlord's fixtures or to install any
plant apparatus or machinery therein without first having
obtained the written consent of the Landlord therefor.
(b) Not to place on any part of the Premises object of any kind
of the weight of which is in excess of the floor loading of
the Premises.
(c) Not to erect install or alter any partitioning of any kind
in the Premises or any part thereof without having obtained
the Landlord's prior written approval. Any such partitioning
or alteration thereof approved by the Landlord shall be
constructed or made at such position and with such material
and in accordance with such other requirement (if any) as
shall be directed or approved by the Landlord. All fees and
expenses incurred by the Landlord in obtaining the approval
of the Landlord's architects or consultants on the location
of such partitioning or alteration shall be borne by the
Tenant including the costs and expenses of the removal or
alteration of the fixtures and fittings of the Landlord as
may be required by the Landlord and payment therefor to the
Landlord as may be imposed as a pre-requisite of the Tenant
receiving such permission.
Injury to 2. Not to cut maim or injure or permit or suffer to be cut
Main Walls maimed or injured any doors windows walls beams structural
members or other part of the fabric of the Premises.
Alteration 3. Save as provided in Clause 7 of Section V hereof not to
to Exterior affix anything or paint or make any alteration whatsoever to
the exterior of the Premises.
10
Obstructions 4. Subject to Clause 6 of Section III hereof not to block up
to Outside darken or obstruct or obscure any of the windows or lights
Windows belonging to Premises without having obtained the previous
written consent of the Landlord. The Landlord may in giving
such consent impose such condition as it shall consider fit
for the purpose of maintaining the desired appearance of the
building's facade.
Noise 5. Not to cause or produce or suffer or permit to be produced
on or in the Premises any sound or noise which is or are or
may be a nuisance or annoyance to the tenants or occupiers
of adjacent or neighbouring premises.
Signs 6. Not without the prior written approval of the Landlord to
exhibit or display within or on the exterior of the Premises
any writing sign signboards or other device whether
illuminated or not which may be visible from outside the
Premises nor to affix any writing signs signboards or other
device in at or above any common area lobby landing or
corridor of the Building.
Auction 7. Not to conduct or permit to be taken place any auction fire
& Sale bankruptcy close out or similar sales of things or
properties of any kind on the Premises.
Illegal or 8. Not to use or cause permit or suffer to be used any part of
Immoral Use 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.
Sleeping or 9. Not to use the Premises or any part thereof as sleeping
Domestic Use 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 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 its giving such permission.
Obstructions 10. Not to place or leave or suffer or permit to be placed or
in Passages left by any contractor employee invitee or licensee of the
Tenant any boxes furniture articles or rubbish in the
entrance or any of the staircases car park area loading bay
passages or landings of the Building used in common with
other tenants or the Landlord or otherwise encumber the
same.
11
Preparation 1l. Not to prepare or permit or suffer to be prepared any food
of food and in the Premises or to cause or permit any offensive or
Prevention of unusual odours to be produced upon or emanate from the
Odours Premises.
Animals 12. Not to keep or permit or suffer to be kept any animals or
Pets and pets inside the Premises and to take all such steps and
Infestation precautions to the 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 Tenants cost such pest
examination contractors as the Landlord may nominate and at
such intervals as the Landlord may direct.
Subletting, 13. Not to assign sublet or otherwise part with the possession
and Assigning of the Premises or any part thereof in any way whether by
way of sub-letting lending sharing or other means whereby
any person or persons not 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. The 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 :-
(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 partners or
otherwise.
(ii) 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.
(iii)In the case of a tenant which is a corporation any
takeover 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.
12
(iv) The giving by the Tenant of a Power of Attorney or
similar authority whereby the donee of the Power
obtains the right to use possess occupy or enjoy the
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 which consent
the Landlord may give or withhold at its discretion.
Breach of 14. Not to cause or suffer or permit to be done any act or thing
Insurance whereby the policy or policies of insurance on the Premises
Policy against damage by fire or liability to third parties for the
time being subsisting may become void or voidable or whereby
the rate or 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.
13
SECTION VI
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EXCLUSIONS
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IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED that the
Landlord shall not in any circumstances be liable to the Tenant
or any other person whomsoever:-
Lift, Air- 1. In respect of any loss or damage to person or property
conditioning, sustained by the Tenant or any other person caused by or
Utilities through or in any way owing to any defect in or breakdown of
the lifts air-conditioning system electric power or any
other building service provided in Building, or
Fire and 2. In respect of any loss or damage to person or property
overflow sustained by the Tenant or any other person caused by or
through in any way owing to the escape of fumes smoke fire
or any other substance or thing or the overflow of water
from anywhere within the Building, or
Security 3. For the security of safekeeping of the Premises or any
contents therein and in particular but without prejudice to
the generality of the foregoing the provision by the
landlord of watchmen and caretakers shall not create any
obligation on the part of the Landlord as to the security of
the Premises or any contents therein and the responsibility
for the safety of the Premises and the contents thereof
shall at all times rest with the Tenants, 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.
14
SECTION VII
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ABATEMENT OF RENT
-----------------
Suspension If the Premises or the Building or any part thereof shall at any
of rent in time during the tenancy be destroyed or damaged or become
case of inaccessible owing to fire water storm typhoon defective
fire, etc. construction white ants earthquake subsidence of the ground or
any calamity beyond the control of the Landlord so as to render
the Premises unfit for industrial use or inaccessible and the
policy or policies of insurance effected by the landlord shall
not have been vitiated or payment of the 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 hereby reserved or a fair proportion thereof according to
the nature and extent of the damage sustained or order made shall
after the expiration of the then current month be suspended until
the Premises or Building shall again be rendered accessible and
fit for industrial use 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 industrial 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 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.
15
SECTION VIII
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DEFAULT
-------
It is hereby expressly agreed and declared as follows :-
Default 1. If the rent and other moneys (if any) payable under Section
II or any part thereof shall be in arrears for fifteen (15)
days after the same shall have become payable (whether
formally demanded or not) or if there shall be any breach or
non-performance of any of the stipulations conditions or
agreements herein contained and on the part of the Tenant to
be observed or performed or if the Tenant shall suffer
execution to be levied upon the Premises or otherwise on the
Tenant's goods 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 non-performance 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) arising
out of this Clause shall be paid by the Tenant 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 2. The acceptance of any rent by the Landlord hereunder shall
of Rent not be deemed to operate as a waiver by the Landlord of any
right to proceed against the Tenant in respect of any breach
non-observance or non-performance by the Tenant of any of
the agreements stipulations terms and conditions herein
contained and on the part of the Tenant to be observed and
performed.
Acts of 3. For the purpose of these presents any act default neglect or
Employees omission of any guest visitor servant contractor employee
Invitees and agentinvitee or licensee of the Tenant shall be deemed to be
Licensees the act default neglect or omission of the Tenant.
Distraint 4. For the purpose of Part III of the Landlord and Tenant
{Consolidation) Ordinance (Cap.7) and of these presents the
rent payable in respect of the Premises shall be deemed to
be in arrears if not paid in advance at the times and in the
manner hereinbefore provided for payment thereof.
16
Interest, 5. Notwithstanding anything hereinbefore contained if the
etc. Tenant shall fail to pay the rent and/or other moneys
payable under this Agreement or any part thereof on due date
the Landlord shall be entitled to recover from the Tenant as
a debt the following expenses incurred by the Landlord in
the course of recovering the rental in arrears and/or other
moneys aforesaid unpaid or any part thereof :-
(i) a collection charge of such sum as the Landlord shall
determine from time to time for the additional work
incurred by the Landlord's staff in collecting the rent
and/or other moneys aforesaid unpaid or any part
thereof from the Tenant;
(ii) all Solicitors' and/or Counsels' fees (on a solicitors
and own client basis) and court fees incurred by the
Landlord for the purpose of recovering the rent and/or
other moneys aforesaid unpaid or any part thereof from
the Tenant;
(iii)any other fees paid to debt-collectors appointed by the
Landlord for the purpose of collecting the rent and/or
other moneys aforesaid unpaid or any part thereof from
the Tenant;
(iv) interest calculated at the rate of 2% per month or 3%
over the Prime Rate of Hong Kong & Shanghai Banking
Corporation whichever is the higher on the rent/or
other moneys aforesaid unpaid or any part thereof from
the date due for payment to the date of actual payment.
17
SECTION IX
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DEPOSIT
-------
Deposit 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 IV of the Scheduled hereto deposit
with the Landlord the sum or sums specified in Part VI of
the 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 charges payable hereunder and any costs expenses
loss or damage sustained by the Landlord as the result of
any non-observance or non-performance by the Tenant of any
of the said agreements stipulations terms or conditions. In
the event of any deduction being made by the Landlord from
the said deposit in accordance herewith during the currency
of this Agreement the Tenant shall forthwith on demand by
the Landlord make a further deposit 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.
Repayment 2. Subject as aforesaid the said deposit shall be refunded to
of Deposit 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 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.
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SECTION X
---------
INTERPRETATION AND MISCELLANEOUS
--------------------------------
Marginal 1. The Marginal Notes, Headings and Index are intended for
Notes, guidance only and do not form part of this Agreement nor
Headings and shall any of the provisions of this Agreement be construed
Index or interpreted by reference thereto or in any way affected
or limited thereby.
Landlord and 2. The Tenant hereby expressly agrees to deprive itself of
Tenant any and all rights to protection against eviction provided
Legislation by any existing legislation or by any further enactment in
substitution or amendment thereof or addition thereto to
the intent that the Tenant shall deliver up vacant
possession of the Premises to the Landlord at the
expiration or sooner determination of the tenancy hereby
created.
Condonation 3. No condoning, excusing or overlooking by the Landlord of
Not a Waiver any default breach or non-observance or non-performance by
the Tenant at any time or times of any of the agreements
stipulations terms and conditions herein contained shall
operate as a waiver of the Landlord's rights hereunder in
respect of any continuing or subsequent default, breach of
non-observance or non-performance or so as to defeat or
affect in any way the rights and remedies of the Landlord
hereunder in respect of any such continuing or subsequent
default or breach and no waiver by the Landlord shall be
inferred from or implied by anything done or omitted by
the Landlord unless expressed in writing and signed by the
Landlord. Any consent given by the Landlord shall operate
as a consent only for the particular matter to which it
relates and shall in no way be considered as 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 future
unless expressly so provided.
Letting 4. During the three months immediately before the expiration
Notice or sooner determination of the term of this Agreement the
and Entry 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.
19
Service of 5. Any notice required to be served on the Tenant shall be
Notice sufficiently served if delivered to or despatched by
registered post or left at the Premises or at the last
known address of the Tenant. A notice sent by registered
post shall be deemed to be given at the time and date of
posting.
Gender 6. 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 other of them,
Stamp Duty 7. The Stamp Duty on this Agreement and its counterpart shall
and Costs be borne by the Landlord and the Tenant in equal shares.
Each party shall pay its own solicitors costs for the
preparation or approval of this Agreement.
Re- 8. It is hereby agreed and declared that if the owner of the
development Building of which the Premises form part shall enter into
a contract for the sale of the Building or if the owner
shall resolve to demolish and rebuild the Building or
redevelop the lot on which the Building has been erected
whether alone or in conjunction with the owners of any
adjoining lot or lots (which intention to demolish and
rebuild or redevelop shall be sufficiently evidenced by a
copy of the resolution of its Directors certified to be a
true and correct copy of its Secretary) then in any such
event the Landlord shall be entitled to give six clear
months' notice in writing at any time during the tenancy
hereby created terminating this Agreement and immediately
upon the expiration of such notice this Agreement and
everything herein contained shall cease and be void and be
of no effect but without prejudice to the rights and
remedies of either party against the other in respect of
any antecedent claim or breach of any of the agreements or
stipulations herein set out and the Tenant shall forthwith
vacate the Premises.
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THE SCHEDULE ABOVE REFERRED TO
------------------------------
PART I
------
LANDLORD A.S. XXXXXX & COMPANY, LIMITED whose registered office is situate
at 00xx Xxxxx, Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxx, Xxxx Xxxx.
TENANT DISPOSABLE SOFT GOODS LIMITED whose registered office is situate
at 17th Floor, Xxxxxx Centre, 16-22 Kung Yip Street, Xxxx Xxxxx,
N.T., Hong Kong.
PART II
-------
PREMISES UNIT C and UNIT D an FIFTEENTH FLOOR and ALL THAT Portion on
SIXTEENTH FLOOR and SEVENTEENTH FLOOR of XXXXXX CENTRE, 00-00
Xxxx Xxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxxxxxxxxx erected on XXXX
XXXXX TOWN LOT NO.258.
PART III
--------
TERM Two (2) Years fixed commencing from 1st July 2001 to 30th June
2003.
21
PART IV
-------
PARTICULARS OF RENT
RENT HONG KONG DOLLARS TWO HUNDRED EIGHTY THREE THOUSAND FIVE HUNDRED
AND NINETY TWO ONLY (HK$283,592.00) per calendar month (exclusive
of government rates and management fee) to be paid on the first
day of each and every calendar month without any deduction
whatsoever.
RENT-FREE The Tenant shall be entitled to two rent-free periods of one
PERIODS (1) months each from 1st June 2002 to 31st June 2002 and
1st June 2003 to 30th June 2003. The Tenant is required to pay
Government Rates, management fee and all other outgoings during
the said two periods.
PART V
------
MANAGEMENT Subject always to Section II Clause 1(b), the management fee
FEES shall be at the following rates:
HK$54,212.00 per calendar month to be paid on the first day of
each and every calendar month without any deduction whatsoever.
PART VI
-------
DEPOSIT A total of HONG KONG DOLLARS SIX HUNDRED SEVENTY FIVE THOUSAND
SIX HUNDRED AND EIGHT ONLY (HK$675,608.00) being two months' rent
and management fee.
PART VII
--------
GOVERNMENT Government Rates shall be solely borne by the Tenant.
RATES
22
As WITNESS the hands of the parties hereto the day and year first above written.
SIGNED BY ) A. S. Xxxxxx & Co., Limited
)
for and on behalf of the Landlord )
) /s/ Illegible
) ------------------------------
in the presence of:- )
For and on behalf of
A. S. Xxxxxx & Co., Limited
/s/ Xxxxxx Xx
--------------------
Xxxxxx Xx (MRS.)
Manager
Property Development
SIGNED BY ) For and on behalf of
) DISPOSABLE SOFT GOODS LTD.
for and on behalf of the Tenant in the )
)
) /s/ Illegible
) ------------------------------
) Director
presence of:- )
/s/ Xxxxx Xxxx Wan
----------------------
Xxxxx Xxxx Wan
Manager
Administration
RECEIVED on or before the day )
and year first above written of and )
from the Tenant the deposit of HONG )
KONG DOLLARS SIX HUNDRED )
SEVENTY FIVE THOUSAND SIX ) HK$675,608.00
HUNDRED AND EIGHT ONLY ) =============
For and on behalf of
A. S. Xxxxxx & Co.,Limited
/s/ Xxxxxx Xx
--------------------
Xxxxxx Xx (MRS.)
Manager
Property Development
23
