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EXHIBIT 2.8
OFFICE PREMISES
DATED 21st FEBRUARY 1997.
WIDE HARVEST INVESTMENT LIMITED
and
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED
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TENANCY AGREEMENT
of
Suite Nos.6B, 7, 8 and 9 on the ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇,
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇.
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▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Solicitors
1401 ▇▇▇▇▇▇▇▇▇ House
Hong Kong
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AN AGREEMENT made the 21st day of February
One thousand nine hundred and ninety-seven
Parties BETWEEN WIDE HARVEST INVESTMENT LIMITED whose registered
office is situate at 11th-12th Floors, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (hereinafter called "the
Landlord which expression shall include its successors and
assigns") of the one part and the person, firm or company set
out in Part I of the First Schedule hereto (hereinafter called
"the Tenant") of the other part.
WHEREBY IT IS AGREED as follows:
Premises 1. In consideration of the rent hereinafter mentioned
and of the terms by the Tenant hereinafter contained the
Landlord hereby lets and the Tenant hereby takes ALL THAT
Portion of the building as set out in Part II of the First
Schedule hereto forming part of the Office Towers of CHINA
HONG KONG CITY, CHINA ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ (hereinafter referred to as "the said building")
(which said Portion for the purpose of identification only is
delineated and described on the Plan hereto annexed and
thereon coloured Pink and marked "P") (hereinafter called "the
said premises") standing on ALL THAT piece or parcel of ground
registered in the Land Registry as KOWLOON INLAND LOT NO.
10743 TOGETHER with the use and enjoyment in common with the
Landlord and/the other persons entitled thereto of the
entrances, staircases, landings, lavatories, corridors and
passages in the said building insofar as the same are
necessary for the proper use and enjoyment of the said
premises AND TOGETHER with the use in common with others
having the like right of the lifts escalators and central
air-conditioning services serving the said premises whenever
the same shall be operating for the term defined in Part III
of the First Schedule hereto ("the said term") YIELDING AND
PAYING therefor throughout the term such rent and other
charges as are from time to time payable in advance and in
accordance with the Provisions set out in the Second Schedule
and subject to the Tenant's use, occupation and enjoyment of
the said premises only for the purposes set out in Part IV of
the First Schedule hereto and not for any other purposes
whatsoever.
Rental deposit 2. The Tenant shall on the signing hereof deposit with
the Landlord the sum specified in Part V of the First Schedule
hereto (adjusted where necessary in the manner hereinafter
provided) as security for the due payment of the said rent and
the due observance and performance of the terms conditions and
stipulations herein contained and on the part of the Tenant to
be observed and performed and the said deposit shall be
retained by the Landlord throughout the said term free of any
interest to the Tenant with power for the Landlord without
prejudice to any other right or remedy hereunder to deduct
therefrom the amount of any rent. surcharge or other payments
that fall due under this Agreement and subject as aforesaid
the same or the balance thereof after satisfaction of the
amount of any costs, expenses, loss or damage sustained by the
Landlord as a result of any non-observance or non-performance
by the Tenant of any such agreement stipulation or condition
shall be returned to the Tenant without compensation or
interest within 45 days
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after the Tenant shall have delivered up vacant possession of
the said premises pursuant to Clause 5(j) hereof PROVIDED that
any sum already paid by way of part payment on account of the
deposit shall be automatically transferred as part payment of
the monies payable under this Clause and only the balance
shall then be payable at the time stipulated herein but
without prejudice to the Landlord's rights to claim any
further damages which the Landlord has sustained or may
sustain.
3. The Tenant to the intent that the obligations
hereunder shall continue throughout the said term of tenancy
hereby agrees with the Landlord as follows:
Rent and (a) (i) To pay the said rent (Provided that
surcharge the Tenant shall be entitled to
45-days rent-free period from the
commencement of the said term of
tenancy) and surcharge on the days
in manner aforesaid without any
deduction or set-off.
Computation of (ii) If the day on which the rent,
time of payment surcharge or other payments falls
due under this Agreement is a
public holiday, the relevant payment
of rent, surcharge or otherwise
shall be due and payable on the
preceding business day.
(iii) If payment is made by the Tenant by
cheque, such cheque must reach the
office of the Landlord before 3:30
o'clock in the afternoon if such
payment is made on any weekday
except Saturday, and before 12 noon
if such payment is made on a
Saturday otherwise the payment shall
be deemed to have been paid by the
Tenant on the following business day
and the Tenant shall be deemed to
have defaulted in making due
payment. For the avoidance of
doubt, business day means a day on
which banks are ordinarily open for
business in Hong Kong.
Adjustment of (iv) If at any time during the said term
charges the operating cost relative to the
supply of the said air-conditioning
and/or the costs and expenses of
management of the said building
shall have risen over costs
prevailing at the commencement
of the said term the Landlord
shall be entitled to serve one
month's notice in writing upon
the Tenant to increase the said
surcharges or any of them by
appropriate amount(s) and thereafter
such increased charges shall
prevail. Further increases shall be
made in the same manner in the event
of costs rising after an earlier
notice of increase shall have become
operative. The Landlord's
assessments of the appropriate
increase shall be conclusive and
binding on the Tenant.
Additional air- (v) If the Tenant shall require
conditioning air-conditioning outside the
charges hours set out in Clause 4(c) hereof,
the same can normally be charges
provided on not less than 48 hours
notice in writing
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stipulating at what time the Tenant
shall require additional
air-conditioning to the Landlord at
such adjusted rates as may be
charged by the Landlord from time to
time.
(vi) Should the surcharge be increased in
accordance with the provisions of
Clause 3(a)(iv) of this Agreement or
should there be any other increase
in the rent during the term, the
Tenant shall upon such increase
becoming applicable pay to the
Landlord by way of an increase in
the said deposit a sum proportional
thereto in order to restore the
ratio of deposit to the rent plus
the surcharge to that previously
subsisting and the payment of such
increase should be a condition
precedent to the continuation of
this tenancy.
Rates (b) (i) To pay and discharge punctually
during the said term all rates,
taxes, assessments, duties, charges,
impositions and outgoings of an
annual or recurring nature
whatsoever now or hereafter to be
assessed imposed or charged on the
said premises or upon the owner or
occupier in respect thereof by the
Hong Kong Government or other lawful
authority (Crown rent and Property
Tax and outgoings of a capital or
non-recurring nature only excepted).
(ii) In the event that an assessment to
rates in respect of the said
premises shall be raised directly
upon the Landlord the Landlord shall
during the month immediately
preceding any quarter in respect of
which such rates may fall due be at
liberty to debit the Tenant with the
amount thereof and the same shall
forthwith be paid by the Tenant to
the Landlord whereupon the Landlord
shall account for the same to the
Government of Hong Kong.
(iii) In the event that no valuation of
the said premises shall have been
made in accordance with the Rating
Ordinance (Cap. 116) or any
statutory amendment or modification
thereof for the time being in force
the Landlord shall be at liberty and
entitled to make an interim
valuation equivalent to 7.5 % of the
annual rents of the said premises
and to debit the Tenant with the
amount which would be payable upon
such interim valuation and the same
shall forthwith be paid by the
Tenant to the Landlord and any
over-payment or under-payment by the
Tenant on such interim valuation
shall be adjusted when a valuation
under the Rating Ordinance shall
have been made known.
(iv) The Landlord shall be entitled to
treat non-payment of any amount
debited to the Tenant in accordance
with the
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foregoing provisions of this Clause
or any part thereof in all respects
as non-payment of rent under this
Agreement.
Water, gas and (c) To pay and discharge punctually during the
electricity charges said term all charges (including all necessary
deposits) in respect of water, gas, electric
light, power and telephones as may be shown
by the separate meter or meters installed
upon the said premises or by accounts rendered
to the Tenant.
Cleaning charges (d) To keep the said premises in clean and
sanitary condition and to employ cleaning
contractors for the said premises which
cleaning contractors shall be only such
persons or such firm as may be nominated by
the Landlord. Such cleaning contractors shall
be employed at the sole expense of the Tenant
and at the rate agreed by the Landlord with
the contractors and on such terms and
conditions which shall have been previously
approved by the Landlord, all such payments to
be made by the Tenant to such contractors
direct. In case the Tenant shall have for
disposal wet garbage or any garbage of a
perishable nature including but not limited to
food or food remains, the Tenant shall use
plastic bags of such standards, size and
thickness as shall be prescribed by the
Landlord for the removal or disposal of such
garbage and shall direct and procure cleaning
contractors appointed as aforesaid to use such
plastic bags for such purposes at the sole
costs of the Tenant.
Interior Fitting out (e) To fit out the interior of the said premises
in accordance with the drawings approved by
the Landlord (which approval shall not be
unreasonably withheld or delayed). The Tenant
will not cause or permit to be made any
variation to the interior design or layout of
the said premises without the prior written
approval of the Landlord first having been
obtained (such approval shall not be
unreasonably withheld).
Fitting up (f) To fit up the said premises in a style and
manner appropriate to a first class office
building and so to maintain the same
throughout the said term in good condition and
repair to the satisfaction of the Landlord
(fair wear and tear, inherent defects, damages
caused by fire, whiteants (not attributable to
the act default or neglect of the Tenant),
storm, typhoon, earthquake, acts of God and
Force Majeure excepted).
Decoration works (g) To construct at the Tenant's own expense
by the Tenant within the said premises or furnish items to
the said premises as follows:-
(i) (a) A ceiling of non-combustible
material and electrical light
fittings. In case of
extension or relocation of
the sprinkler heads and/or
the smoke detectors and other
fire services equipment
installed by the Landlord is
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needed, the cost of such work
will be paid by the Tenant.
(b) Vertical window blinds,
tracks and fittings at
Tenant's expenses.
(ii) Paint and decorate the interior of the
said premises.
(iii) Furnish and install floor fill and
floor finishes. PVC tiles shall not
be used unless approved by the
Landlord (which approval shall not be
unreasonably withheld).
(iv) With the relevant plan showing all the
details including but not limiting to
the gauge of wire, etc. duly approved
in writing in advance by the Landlord
(which approval shall not be
unreasonably withheld or delayed),
complete all internal electrical and
mechanical installations (heating,
ventilation, air-conditioning,
plumbing, drainage and fire services)
of workmanships and materials of a
standard to the reasonable approval of
the Landlord.
(v) Furnish and install or arrange for the
installation of telephones as well as
other Tenant's requirements within the
said premises together with such
meters as are necessary to measure the
Tenant's consumption thereof.
(vi) Install, support and connect all
lighting fixtures, including lamps,
switches and wiring, save that in the
case of support involving cutting into
structure prior written approval of
the Landlord will be required (which
approval shall not be unreasonably
withheld or delayed).
(vii) Install such fire extinguishers or
other means of fire-fighting equipment
inside the said premises as may be
required from time to time by all
relevant Ordinances and regulations of
the Hong Kong Government.
Telephone System (h) To install at the Tenant's own expense empty
conduits for telephone service to the said
premises. Telephone service to the premises
shall only be installed by the Hong Kong
Telephone Company Limited and the Tenant shall
leave pull wire in all conduits and pay to the
Landlord the expenses incurred in the
installation of telephone jacks and conduits
to the said premises.
Electrical Testing (i) To test all circuits for shorts and ground and
to balance loads on all panels.
Pass for Service (j) The Tenant agrees that permanent utility lines
may pass through the
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ceiling cavity of the said premises to service
other premises and areas in the said building.
Building Service (k) To employ at the Tenant's expenses only such
& Builders' Work contractors as may be nominated by the
Landlord from time to time for the purpose of
designing and carrying out and installing all
the necessary building services and builder's
work as hereinafter defined in the said
premises in manner as prescribed by the
Landlord or its nominated contractors and in
particular to pay the Landlord vetting fees
consultancy fees and relating charges at the
pre-determined scales as set out by the
Landlord and notified to the Tenant. For the
purpose of this sub-clause, subject to
amendments/ alterations from time to time and
to such extent as the Landlord shall in its
discretion deem appropriate or necessary.
(a) The expression "building services"
shall mean all mechanical and
electrical engineering work and
arrangement related to the said
premises including but not confined to
electrical air-conditioning, plumbing,
building automation and fire fighting
installation.
(b) The expression "Builders' work" shall
mean all renovation work not specified
under "building service" including but
not confined to light track, light
trough and graphic panel.
Submission of (1) (i) All specifications, prints, copies and
Information drawing information or materials are
to be furnished by the Tenant as
required by the Landlord and shall be
delivered to the Landlord's office.
(ii) Prior to the commencement of
construction of Tenant's work, the
Tenant shall furnish the Landlord with
the following information and items:-
(1) The name and address of the
appointed designer/agent for
the said premises.
(2) The name(s) and address(es)
of the general contractor(s)
the Tenant intends to engage
in the construction of
Tenant's work.
(3) The name and address of the
Tenant's authorized
agent/representative, if any.
(4) The actual commencement date
of interior decoration and
the estimated date of
completion of decoration
work, fixturing work, and
date of projected opening.
(iii) The Tenant when notified by the
Landlord has to submit
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office layout drawing within 2 weeks
to the Landlord for its approval. The
Landlord shall within 2 weeks of the
Tenant's submission of the plans
notify the Tenant of its approval or
rejection of such plans. If the
Landlord shall reject such plans, the
Landlord shall in the same notice
specify the reasons for rejection and
the manner in which the Landlord
requires the Tenant to make to such
plans.
(iv) For the nominated mechanical and
electrical contractors to prepare the
corresponding designs and drawings,
the Tenant shall provide the Landlord
the followings:-
(1) Three copies of the reflected
ceiling plan with schedule on
voltage, type, wattage,
quantity and location of
outlets for all light
fittings and
air-conditioning.
(2) Three copies of the floor
plan with partitions.
(3) Three layout prints of all
case work including the
location of all sockets,
switches, fuse box, telephone
points, size, weight and
location of safe, if any.
(4) Three sets of elevations to
describe the space with all
electric outlets.
Statutes, Codes & (m) The Tenant shall have the sole responsibility
Ordinances to comply with all applicable statutes, codes,
ordinances and other regulations for all work
performed by or on behalf of the Tenant within
the said premises and the Landlord or the
Landlord's agents or representative's approval
of plans, specifications, calculations or of
the Tenant's work shall not constitute any
implication, representation or certification
by the Landlord that the said improvements are
in compliance with said statutes, codes,
ordinances, and other regulations.
Inspection by (n) All Tenant's work shall be subject to the
Landlord inspection of the Landlord, the Landlord's
Architect and Landlord's General Contractor
from time to time during the period in which
Tenant's work aforesaid is being performed.
Reimbursement to (o) The Landlord shall have the right to perform
on behalf of and for the account of the
Tenant, any of the Tenant's work which is the
responsibility,of the Tenant hereunder. Such
work shall be limited to work which the
Landlord deems necessary to be done on an
emergency basis, work caused by the Tenant's
fault, and work which pertains to structural
components, the general utility systems
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for the said Building and the erection of
temporary safety barricades and temporary
signs during construction.
Good repair of (p) To keep all the non-structural parts of the
interior interior of the said premises, the flooring
and interior plaster or other finishing
material or rendering to walls floors and
ceilings, and the Landlord's fixtures therein
and all addition thereto including doors,
window, electric wires and installations and
fittings for light and power in good clean,
tenantable and proper repair and condition and
properly preserved and painted as may be
appropriate when from time to time required
and to so maintain the same at the expense of
the Tenant and deliver up the same to the
Landlord at the expiration or sooner
determination of the term in such repair and
the like condition (fair wear and tear
inherent defects, damages caused by fire
whiteants (not attributable to the act default
or neglect of the Tenant), storm, typhoon
earthquake, acts of God and Force Majeure
excepted).
Replacement of (q) To reimburse to the Landlord the cost of
windows replacing all broken and damaged windows door
glass and fixtures within the said premises
whether the same be broken or damaged by the
negligence of the Tenant or owing to
circumstances beyond the control of the
Tenant.
Good repairs & (r) To keep all taps lavatories wash basins sinks
replacement of sanitary and water apparatus and other
sanitary apparatus internal pipes and all drains (if any) in or
& electrical belonging to the inside of the said premises
wiring clean and in good order and repair and to keep
in clean and good order and repair all other
pipes and all wires cables conduits fittings
and apparatus within or exclusively serving
the said premises and used for or in
connection with the services of water gas or
electricity in the said premises (fair wear
and tear inherent defects, damages caused
by fire whiteants (not attributable to the act
default or neglect of the Tenant), storm,
typhoon earthquake, acts of God and Force
Majeure save and excepted) and to repair or
replace the same (including burnt out
fluorescent tubes or light bulbs) at the
expenses of the Tenant if so required by the
Landlord or other competent authority. In the
event of the Tenant failing to proceed
diligently with the necessary repairs or
replacements so required within 21 days after
the Landlord has notified the Tenant in
writing then the Landlord may proceed with
such repairs or replacement and recover all
costs incurred thereby from the Tenant as a
debt.
Cleansing & (s) In the event of the pipes or drains of the
Clearing of Drains said building becoming choked or stopped up
owing to the careless use by the Tenant its
servants agents licensees invitees the Tenant
shall pay the costs incurred by the Landlord
in cleansing and clearing the same from
obstruction.
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Entry by Landlord (t) To permit the Landlord or its agents with or
without workmen or other persons authorised by
it and with or without appliances at all
reasonable times and upon prior appointment to
enter into and upon the said premises and to
examine the conditions thereof and thereupon
the Landlord may serve upon the Tenant notice
in writing specifying any repairs necessary to
be done and require the Tenant forthwith to
execute the same and if the Tenant shall not
within 21 days after the service of such
notice proceed diligently with the execution
of such repairs then to permit the Landlord to
enter upon the said premises and execute such
repairs and the costs thereof (the amount
thereof in case of difference to be determined
by the Landlord's agent) together with the
interest thereon at the rate of 2% per month
calculated from the date on which such costs
are incurred by the Landlord to be paid by the
Tenant shall be a debt due from the Tenant to
the Landlord and be forthwith recoverable by
action.
Entry by the (u) To permit the Landlord or its authorised,
Landlord to carry agents at all reasonable times and with prior
out repairs and appointment to enter the said premises for the
take inventories purpose of taking inventories of fixtures
therein and carrying out any repairs therein
provided that in the event of emergency the
Landlord or its authorised agents may without
notice enter the said premises forcibly and
the Tenant shall at its own expense reinstate
the entrance to the said premises to its
original position.
Entry by the (v) To keep all windows and doors of the said
Landlord to close premises closed and to permit the Landlord or
Windows and its servants and agents and others from time
doors to time during the said term to enter upon the
said premises for the purpose of closing any
doors or windows.
Notify Landlord (w) To notify the Landlord in writing of any
of damage accidents to or defects in the water pipes gas
pipes electrical wire or fittings fixtures or
other facilities provided by the Landlord in
the said premises whether or not the Tenant is
liable hereunder for the repair of the same
forthwith upon the Tenant becoming aware
whether actually or constructively of the same
arising.
To make good & (x) To make good and pay for all damage caused by
take care of all the Tenant his Servants or licensees to any
articles provided fixtures fittings and other articles in the
by Landlord said premises and provided by the Landlord and
shall take reasonable care of the same and
shall not remove any of them from the said
premises.
Repair of (y) To permit the Landlord and its duly authorised
neighbouring agents workmen and others appointed by it at
premises all reasonable times during the said term (but
by prior appointment save in case of
emergency) to enter into and upon the said
premises and to execute any works of renewal
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cleansing alteration or repair to any adjacent
or neighbouring premises or to the building of
which the said premises form part.
Combustible or (z) Not to store or bring upon the said premises
dangerous goods or any part thereof any unlicensed arms
ammunition gun-powder spirits saltpetre or
kerosene any articles of a specially
combustible inflammable or unlawful goods or
dangerous nature.
Storage of goods (aa) Not to use the said premises or any part
thereof for the storage of goods or
merchandise other than in small quantities
consistent with the nature of the Tenant's
business by way of samples and exhibits.
Insurance against (ab) To indemnify the Landlord against any
loss/damage from proceedings actions claims or demands
Interior Defects whatsoever by any person for loss and damage
suffered as a result of the want of repair of
the interior of the said premises the repair
of which the Tenant is responsible hereunder
or the spread of fire or the overflow of water
or the escape of any substance or anything
from the said premises due to the default or
negligence of the Tenant its servants agents
licensees or customers; and to effect and
maintain a policy or policies of insurance
which should include the Landlord's properties
and fixtures inside the said premises against
the risks hereinbefore mentioned in a
reputable insurance company to be approved by
the Landlord (which approval shall not be
unreasonably withheld) in such amount as the
Landlord may reasonably determine and to
produce to the Landlord the policy or policies
and the receipt on request provided always
that if the Tenant shall at any time fail to
keep such insurance on foot the Landlord may
do all things necessary to effect and maintain
such insurance and any monies expended by the
Landlord for that purpose shall be recoverable
from the Tenant on demand.
Breach of (ac) Not to do or permit to be done anything
Insurance Policy whereby the policy or policies of the
insurance of the said building against damage
by fire or other risks for the time being
subsisting may become void or voidable or
whereby the rate of premium thereon may be
increased and the premium and all expenses
incurred by the Landlord in or about any
renewal of such policy or policies rendered
necessary by breach of this term shall be
borne by the Tenant and shall be recoverable
from the Tenant by the Landlord on demand.
Illegal or immoral (ad) Not to use or permit or suffer to be used the
purposes said premises or any part thereof for any
illegal or immoral purposes.
Installation & (ae) (i) To fit out the interior of the said
Alteration premises in accordance with the
drawings approved by the Landlord and
not without the prior written consent
of the Landlord (which consent shall
not be unreasonably withheld) to make
any alteration or addition to the said
premises or any part thereof either
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internally or externally or to any
fixtures or fittings or electrical
wiring or electrical mechanical or
air-conditioning installations
therein or to any item therein
(whether or not of a structural
nature).
(ii) Not to place in or upon any part of
the said premises or the said building
any equipment apparatus machinery or
load likely to or which may cause
damage thereto and not to cause permit
or suffer any load to be placed in any
part of the said premises if the
weight of such load exceeds that
permitted from time to time by the
Landlord in using the said premises or
the said building or any lifts serving
the same or any other thing in or upon
the said premises or the said
building.
(iii) Not to install set up or affix or
permit to be installed set up affixed
in or upon the said premises or any
part thereof in any manner whatsoever
any engine or machinery or plant or
air-conditioning or heating system.
(iv) To observe and comply with all rules
regulations and instructions from time
to time prescribed by the Landlord or
its authorised representative or
officer in carrying out any
alterations additions or improvements
to the said premises.
(v) To observe and comply with all rules
regulations and instructions from time
to time prescribed by The China Light
& Power Company Limited or the
relevant authority relating to the
electrical wiring and installation in
the said premises.
(vi) Not to cut maim injure damage alter or
interfere with any of the walls
structural members pipes drains
appurtenances electrical cables wires
fixtures or fittings of or in the said
premises or any part thereof or suffer
or permit the same to be done.
(vii) Not to change or in any way to alter
the standard entrance doors provided
by the Landlord for access to and
egress from the said premises without
having first obtained the written
consent of the Landlord therefor
(which consent shall not be
unreasonably withheld or delayed).
(viii) Not to install additional locks bolts
or additional fittings to the entrance
doors of the said premises or in any
way to cut or alter the same without
having first obtained the written
consent of the Landlord therefor
(which consent shall not be
unreasonably withheld or delayed).
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(ix) To display and decorate the show
windows up to a first class standard
and in such manner as not to be
offensive to the Landlord who has the
right to require the removal of any
part of the display as in the
Landlord's absolute discretion
considers offensive.
Protection from (af) To take all necessary precautions to protect
typhoon the interior of the said premises against
damage by storm typhoon heavy rainfall or the
like and in particular to ensure all exterior
doors and windows are securely fastened upon
the threat of such adverse weather conditions.
Subletting (ag) Not to assign underlet or otherwise part with
Assigning the possession of the said premises or any
part thereof in any way whether by way of
subletting lending sharing or other means
whereby any organization company firm or
person or persons not a 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 sub-letting sharing
assignment or parting with the possession of
the said premises (whether for monetary
consideration or not) this Agreement shall
absolutely determine and the Tenant shall
forthwith vacate the said premises on notice
to that effect from 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 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 partner
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
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 liquidation (save for
the purpose of amalgamation).
(iv) The giving by the Tenant of a Power of
Attorney or similar authority whereby
the donee of the Power obtains the
right to use possess occupy or enjoy
the said premises or any part thereof
or does in fact use possess occupy or
enjoy the same.
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14
(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.
Provided That notwithstanding anything herein
contained the Tenant shall be entitled to
share the use of the said premises with its
subsidiaries or its holding company after
submission of satisfactory proof to the
Landlord.
Compliance with (ah) To carry out and comply with all ordinances
ordinance, Crown regulations by-laws and rules and all notices
Lease and Deed of and requirements of the appropriate government
Mutual Covenant authorities in connection with or in relation
to the said premises and not to do anything or
suffer or permit anything to be done in
contravention of the provisions of the
Conditions of Sale or Crown Lease and Deed of
Mutual Covenant under which the Landlord holds
the said premises and to indemnify the
Landlord against any breach of the terms of
this clause.
Noise (ai) Not to do or permit or suffer to be done upon
the said premises or any part thereof any
music noise (including sound produced by
broadcasting from Television, Radio and any
apparatus or instrument capable of producing
or reproducing music and sound) or other act
matter or thing whatsoever which may be or
tend to the nuisance annoyance damage or
disturbance of the Landlord or the owners
tenants lessees or occupiers of any adjoining
or neighbouring premises.
Responsible for (aj) To be wholly responsible for and to indemnify
acts of servants the Landlord against all damage loss or injury
agents and occasioned to the said premises or any part of
licensees the said building or any adjacent or
neighbouring premises to any person whether
directly or indirectly through the defective
or damaged conditions of any part of the
interior of the said premises or any fixtures
fittings wiring or piping therein for the
repair of which the Tenant is responsible
hereunder or through or in any way owing to
the spread of fire or smoke or the leakage or
overflow of water including storm or rain
water from the said premises or any part
thereof caused by the act default or neglect
of the Tenant or the servants agents licensees
or invitees of the Tenant.
Preparation of (ak) Not to prepare or permit or suffer to be
food prepared any food in the said premises.
Sleeping or (al) Not without the Landlord's prior permission in
domestic use writing, permit any person to remain in the
said premises overnight. Such permission
shall only be given to enable the Tenant to
post watchmen to look after the contents of
the said premises, which shall not be used as
sleeping quarters or as domestic premises
within the meaning of the
- 13 -
15
Landlord and Tenant (Consolidation) Ordinance
for the time being in force.
Installation in (am) Not to lay, install, affix or attach any
Common Area, wiring, cables or other article or thing
etc. whatsoever in or upon any areas or parts of
the Building in common use or in any place
which is not hereby exclusively let to the
Tenant.
Obstructions in (an) Not to encumber obstruct or permit to be
common area encumbered or obstructed with any boxes,
packaging, merchandise, rubbish or other
articles or obstructions of any kind or nature
at any of the entrances, exits, staircases,
landings, passages, lifts, escalators, lobbies
or other parts of the said building not
included in the said premises. In addition to
any other remedies which the Landlord may have
hereunder, the Landlord, its servants or
agents may without any prior notice to the
Tenant remove any such obstruction and dispose
of the same as they may think fit without
incurring any liability therefor and the
Tenant shall on demand pay to the Landlord all
costs and expenses incurred in such removal.
Signs (ao) Not to affix, erect, attach, exhibit, display
or permit or suffer so to be done upon any
part within or on the exterior of the said
premises or to or through any windows thereof
any writing sign, decoration, signboard notice
advertisement placard neon light or other
device whether illuminated or not which may be
visible from outside the said premises except
the display of name-plate or signboard of the
Tenant and their lawful subtenant or licensee
at the entrance to the said premises the size
and position of such name-plate or signboard
shall be subject to the approval of the
Landlord (which approval shall not be
unreasonably withheld). The Landlord or its
authorised agents shall have absolute
discretion in granting or refusing such
approval and any approval to be granted shall
be subject to such conditions as the Landlord
or its authorised agents may think fit. The
Landlord or its authorised agents shall have
the right to remove at the cost and expense of
the Tenant any unauthorised writing, sign,
decoration signboard notice advertisement
placard neon light or device affixed or put up
or displayed without the proper approval of
the Landlord or its agents.
Sale by auction or (ap) Not to permit or suffer to be held upon the
etc. said premises any sales by auction, fire,
bankruptcy, closing-down or sale of similar
nature or any discount-type of retail business
or any form of unethical business operation
Provided that this clause shall not preclude
genuine promotional, clearance or periodic
seasonal sales.
Movement of safe (aq) Not to move any safe heavy machinery equipment
and heavy and freight bulky and heavy matter or fixtures
machinery in and out of the said building during normal
office hours without first obtaining the
Landlord's written consent
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16
(which consent shall not be unreasonably
withheld). The Tenant shall keep the Landlord
indemnified against all damages sustained by
any person or property and for any damages or
monies paid out by the Landlord in settlement
of any claim or judgments as well as legal
costs incurred in connection therewith and all
costs incurred in repairing any damage to the
said building or its appurtenances resulting
from movement of any heavy machinery equipment
freight bulky matter or fixtures. The Tenant
requiring to move to and from the said
building such items undertakes at all times to
use the service lifts provided by Landlord for
such purposes and to notify Landlord and
arrange with the Landlord a suitable time for
such deliveries to be effected.
Adjacent (ar) If any excavation or other building works
excavation or shall be made or authorised in the vicinity of
shoring said building, the Tenant shall permit shoring
the Landlord his servants or agents to enter
the said premises to do such work as may be
deemed necessary to preserve the exterior wall
of the said building from injury or damage
without any claim for damages or indemnity
against the Landlord.
Floor loading (as) The Tenant shall not place any load upon any
floor of the said premises in excess of the
loading capacity for which the floor is
designed. The Landlord preserves the right to
prescribe the weight and position of all safes
and any heavy articles which must be placed so
as to distribute the weight. Business machines
and mechanical equipment authorised by the
Landlord shall be placed and maintained by the
Tenant at the Tenant's expense in settings
sufficient in the Landlord's judgment to
absorb and prevent vibration noise and
annoyance to occupiers of the other portions
of the said building.
Vermin (at) The Tenant shall take all due precautions to
ensure that the said premises do not become
infested with insects or vermin. In the event
of the premises becoming so infested the
Tenant shall pay the cost of extermination as
arranged or approved by the Landlord and the
selected exterminators shall be given full
access to the said premises for such purpose.
Rules and (au) To observe faithfully and comply strictly with
Regulations such reasonable Rules and Regulations as the
Landlord or the Landlord's agents from time to
time prescribe for the proper management and
maintenance of the said premises and the said
building. Notice of any additional Rules or
Regulations shall be given in such manner as
the Landlord may elect. The Rules and
Regulations set out in the Third Schedule
hereto and such additional Rules or
Regulations shall constitute the initial Rules
and Regulations binding upon the Tenant and
shall have the same force and effect as if set
out in the body of this agreement provided
that in case of any conflict between the Rules
and
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17
Regulations and the context of this Agreement,
the latter shall prevail.
Keep premises (av) To keep the said premises well and
well lighted sufficiently lighted throughout the business
hours of the Tenant.
No incense to be (aw) Not to burn or permit to be burnt incense in
burnt the said premises or in any part of the said
building.
Fire Risk (ax) Not to do or permit any act or thing to be
done which is likely to cause any fire risk or
other hazard in the said building.
Loading & (ay) To ensure that the Tenant's employees servants
Unloading Areas agents or visitors do not obstruct those areas
of the building allocated to temporary vehicle
parking or designated as loading/unloading
areas and at all times comply with the
directions of the Landlord staff and
accredited agents in exercising due control of
such areas and the delivery of goods
generally.
Toilet Facilities (az) To use in common with others the lavatories
and washing accommodations and facilities
provided by the Landlord in the said building
and not to permit or suffer the same to be
used in any improper manner or whereby the
soil or waste pipes may become impeded or
blocked and at all times to indemnify the
Landlord against liability for damage by the
escape of water caused by the negligence of
the Tenant to the properties or effects of the
tenants or occupiers of the other part of the
said building.
Parking (ba) Not to park in obstruct or otherwise use nor
permit any employee agent or licencee of the
Tenant to park in obstruct or otherwise use
these areas of the said building allocated to
the parking or movement of or access for
vehicles or designated as loading/unloading
areas otherwise than in accordance with the
regulations from time to time made by the
Landlord.
Use of building (bb) Not without the previous written consent of
name the Landlord to use or permit to be used the
name/logo or any part of the name/logo of the
Landlord or of the said building or any
picture representation or likeness of the
whole or any part of such name/logo or of the
said building or of the said premises in
connection with the business or operations of
the Tenant or for any purpose whatsoever other
than to indicate the address and place of
business of the Tenant.
4. The Landlord hereby, agrees with the Tenant
as follows: -
Quiet enjoyment (a) To permit the Tenant (duly paying the rent
surcharge and rates and observing and
performing the terms and conditions herein
contained) to have quiet possession and
enjoyment of the said premises during
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18
the said term without any interruption by the
Landlord or any person or persons lawfully
claiming through under or in trust for the
Landlord.
Roof and main (b) To amend and repair such defects in the roof,
structure main electricity supply cables, main drain
pipes, main walls and exterior windows frames
of the said building and the structural parts
of the said premises and the said building and
the lifts and the central air-conditioning
plant therein as the Landlord shall discover
or as the Tenant or other authorised person or
Authority shall by notice in writing bring to
the attention of the Landlord and to maintain
the same in a proper state of repair and
condition at the cost of the Landlord PROVIDED
that the Landlord shall be entitled to be
given a reasonable period of time wherein to
view any such defects and to amend and repair
the same.
Air-conditioning (c) To provide and maintain lifts, escalators
services air-conditioning service during the hours of
8:00 o'clock in the forenoon to 6:00 o'clock
in the afternoon on weekdays and during the
hours of 8:00 o'clock in the forenoon to 2:00
o'clock in the afternoon on Saturdays
(excluding Sundays and public holidays). The
supply of air-conditioning shall be controlled
and regulated by the Landlord at its sole
discretion, and also such electricity as is
attributable to lights of the entrances,
passages, corridors, staircases, landings and
lavatories PROVIDED however the Landlord shall
neither be liable to pay compensation to the
Tenant in respect of any period during which
due to circumstances beyond the control of the
Landlord the proper operation of the said
lifts or central air-conditioning plant shall
be interrupted as the result of defects,
mechanical failure or breakdown or need for
repair or overhaul, nor shall the Landlord be
liable thereby to grant any abatement of rent
and/or air-conditioning service charge in
respect of such interruption.
Crown Rent and (d) To pay the Crown Rent and Property Tax and
property Tax outgoings of a capital or non-recurring nature
for the time being payable in respect of the
said premises.
Maintenance of (e) (i) To be responsible for the maintenance
common parts lighting cleaning operating and
servicing of all the common parts of
the said building.
(ii) To carry out all necessary decoration
to the common parts of the said
building as and when the Landlord
shall in its absolute discretion
decide the same is necessary.
(iii) To keep the common parts toilets and
other parts of the said building for
common use clean and in proper
condition.
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19
(iv) To use its best endeavours to maintain
lifts escalators fire and security
services equipment air-conditioning
plant and other facilities of the said
building in proper working order.
Directory board (f) To provide and maintain at the main entrances
and in all other appropriate places suitable
directory boards indicating to all persons
entering the said building the whereabouts of
the said premises with the Tenant's name in
such uniform lettering or characters as shall
be designated by the Landlord. For the
avoidance of doubt, the expression "the
Tenant's name" herein contained shall mean the
name of the Tenant as set out in First
Schedule of this Agreement and if the Tenant
carries on business under a name other than
his own name such expression shall mean the
first of his business names as the Landlord
shall be notified by the Tenant. For any
subsequent change of the name of the Tenant or
his business name which necessitates the
replacement of the directory board or name
plates thereon, the costs for the new
directory boards and the new name plates shall
be borne solely by the Tenant.
5. It is hereby expressly provided as follows: -
Default (a) (i) If the rent or the surcharge reserved
or interest thereon, if any, or any part
thereof shall be unpaid (whether formally or
legally demanded or not) for fifteen days next
after any of the days on which the same ought
to have been paid or in the case of the breach
or non-performance of any of the stipulations
and agreements herein contained on the part of
the Tenant to be kept done or performed or if
the Tenant shall become bankrupt or go into
liquidation (save and except voluntary
liquidation for the purpose of amalgamation)
it shall be lawful for the Landlord at any
time thereafter to re-enter into and 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 the right of action of the
Landlord in respect of any breach by the
Tenant of the terms of this Agreement. All
costs and expenses incurred by the Landlord in
demanding the rent and the surcharge and other
charges (if the Landlord elects to demand)
shall be paid by the Tenant and shall be
recoverable from him as a debt.
(ii) Notwithstanding anything hereinbefore
contained in the event of default in
payment of rent and the surcharge on
the date on which the same falls due
for payment, 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 became due
for payment (as stipulated in Clause 1
hereof) until the date of payment as
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20
liquidated damages and not as penalty
provided that the demand and/or
receipt by the Landlord of interest
pursuant to this provision shall be
without prejudice to and shall not
affect the right of the Landlord to
exercise any other right or remedy
hereof (including the right of re-
entry) exercisable under the terms of
this Agreement.
(iii) Notwithstanding anything herein
contained in the event of default in
payment of the surcharge on the date
on which the same falls due for
payment or any interest thereon the
Landlord shall in addition to its
other rights under the terms of this
Agreement be entitled to disconnect
the supply of air-conditioning to the
said premises until the amount in
arrears shall have been fully paid by
the Tenant without incurring any
liability to the Tenant for any loss
or damages suffered by the Tenant as a
result thereof.
Distraint (iv) For the purpose of Part III of the
Landlord and Tenant (Consolidation)
Ordinance relating to distress for
rent or of these presents the rent
payable in respect of the said
premises shall be and be deemed to be
in arrear if not paid in advance at
the time and in manner hereinbefore
provided for payment therefor. All
costs and expenses for and incidental
to the distraint shall be paid by the
Tenant and shall be recoverable from
him as a debt.
Abatement (b) If the said premises or any part thereof are
rendered uninhabitable or inaccessible by fire
water storm wind typhoon defective
construction white ants earthquake subsidence
of the ground or any calamity beyond the
control of the Landlord and not attributable
to any failure by the Tenant to observe and
carry out the terms of this Agreement the rent
rates and surcharge or a part thereof
proportionate to the extent to which the said
premises shall have been so rendered
uninhabitable shall ▇▇▇▇▇ and cease to be
payable until the same shall have been again
rendered fit for occupation or accessible
Provided That the Landlord shall repay to the
Tenant any rent rates or surcharge which has
been paid in advance And Provided Further that
any dispute in relation to this clause shall
be determined by an arbitrator in accordance
with the Arbitration Ordinance Provided always
that the Landlord shall not be required to
reinstate the said premises 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. If the said premises
shall not be reinstated within two months from
the date of the event rendering the same to be
uninhabitable or inaccessible then the Tenant
shall be entitled to terminate the same by one
month's prior notice in writing to the
Landlord but without prejudice to either
party's antecedent claim against the other and
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21
without prejudice to the Tenant's right to the
refund of deposit paid hereunder.
Condemnation (c) If at any time during the continuance of this
tenancy the competent authorities shall
condemn the said building as a dangerous
structure and it shall be pulled down or shall
make a demolition order which shall become
operative in respect of the said premises or
any part thereof or a closure order in respect
of a part of the said premises under their
powers the tenancy hereby created shall cease
as from the commencement of the pulling down
of the said premises or from the time when
such demolition or closure order shall become
operative without prejudice to any antecedent
claims by the Landlord or the Tenant and
without prejudice to the Tenant's right to the
refund of the deposit paid hereunder.
Expression (d) The expression "the Tenant" shall (where the
of Tenant context permits) mean and include the party or
parties specifically named and shall not
include the executors and administrators of
any such party or where such party is a
corporation any liquidator thereof.
Acceptance of rent (e) The acceptance of rent by the Landlord hereby
stipulated shall not be deemed to operate as a
waiver by the Landlord of any right to proceed
against the Tenant in respect of a breach by
the Tenant of any of the Tenant's obligations
herein contained.
Fire and overflow (f) The Landlord shall not be under any liability
of water to the Tenant or to any other person
whomsoever in respect of any loss or damage to
person or property sustained by the Tenant or
any such other person caused by or through or
in any way owing to the overflow of water or
the escape of fumes, smoke, fire or any other
substance or thing from anywhere within the
said building unless the same is caused by the
act default or neglect of the Landlord. The
Tenant shall fully and effectually indemnify
the Landlord from and against all claims and
demands made against 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 caused by the
neglect or default of the Tenant his servants,
agents or licensees or to the defective or
damaged condition of the interior of the said
premises or any fixtures or fittings for the
repair of which the Tenant is responsible
hereunder and against all costs and expenses
incurred by the Landlord in respect of any
such claim or demand.
Injury to Tenant (g) The Landlord, shall not be liable for any
caused by lifts, injury to the Tenant his servants licensees or
escalators invitees caused by any defect in or by the
defective working of any lift or escalators
in the said building by the Landlord's
servants or otherwise unless the same is
caused by the act, default or neglect of the
Landlord.
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22
Accidents and (h) The Landlord shall not be responsible to the
Injury to Tenant's Tenant or the Tenant's licensees servants
chattel agents or other persons in the said premises
or calling upon the Tenant for any accident
happening or injury suffered or damage to or
loss of any chattel or property sustained on
the said premises or in the said building
unless the same is caused by the act, default
or neglect of the Landlord.
Re-Letting notices (i) During the three(3) months immediately
preceding the determination of the said term
of tenancy the Landlord shall be at liberty to
affix and retain without interference upon any
external part of the said premises a notice
for re-letting the same and the Tenant shall
permit persons with written authority from the
Landlord or its agents at reasonable hours of
the day and by prior appointment to view the
said premises or any part thereof.
Delivery of vacant (j) The Tenant shall deliver up vacant possession
possession of the said premises to the Landlord with all
the Landlord's fixtures fittings and additions
therein and thereto at the expiration or
sooner determination of this Agreement in good
clean and tenantable repair and condition in
accordance with the stipulations herein before
contained together with all keys giving access
to all parts of the said premises provided
that where the Tenant has made any alterations
or installed any fixtures fittings or
additions in or to the said premises and
notwithstanding that the Landlord's consent
for so doing may have been obtained, the
Landlord may at its sole discretion require
the Tenant at the Tenant's sole cost and
expense to reinstate or remove or do away with
all or any such alterations fixtures fittings
or additions or any part or portion thereof
and to make good and repair in a proper and
▇▇▇▇▇▇▇ like manner any damage to the said
premises and the Landlord's fixtures and
fittings therein as a result thereof before
delivering up the said premises to the
Landlord.
Landlord not (k) The Landlord shall not be bound by any oral
bound by oral representations or oral promises with respect
representation to the said building and its appurtenances or
in respect of the said premises except as
herein expressly set forth with the object and
intention that the whole of the agreement
between the Landlord and the Tenant shall be
set forth herein and in no way modified by any
oral discussions which may have preceded the
signing of this Agreement.
No waiver (l) No condoning excusing or overlooking by the
Landlord of any default breach or
non-observance or non-performance by the
Tenant at any time or times of any of the
Tenant's obligations 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 right of the Landlord herein in
respect of any such continuing or subsequent
default or breach and no waiver by the
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23
Landlord shall be inferred from or implied by
anything done or admitted by the Landlord
unless expressed in writing and signed by the
Landlord.
No excuse for (m) This Agreement and the obligation of the
non-payment of Tenant to pay rent and other sums due
rent hereunder and perform the Tenant's obligations
hereunder shall in no way be affected impaired
or excused because the Landlord is unable due
to circumstances beyond his control to fulfil
any of his obligations under this Agreement or
to supply any service expressly or impliedly
to be supplied or is unable to make any repair
additions alterations or decoration or is
unable to supply any equipment or fixtures if
the Landlord is prevented or delayed from so
doing by reason of strike labour troubles
shortage of materials or any outside cause
whatsoever or by reason of any order or
regulation of any department of Hong Kong
Government.
No actual eviction (n) The Landlord shall also have the right at any
in certain events time without constituting an actual or
constructive eviction of the Tenant and
without incurring any liability to the Tenant
therefor to install or erect at the entrances
passages passageways doorways corridors
landings staircases lobbies or other public
parts of the said building counters showcases
or light boxes or to change the arrangement
and/or location of entrances passageways doors
doorways corridors landings staircases lobbies
lifts escalators toilets or other public parts
of the said building or any service or
apparatus serving the said building and to
change the name number or designation by which
the said building is known.
Stamp Duty and (o) Each party shall pay its own legal costs for
legal costs the preparation and completion of this
Agreement but the stamp duty payable on this
Agreement shall be borne by the parties hereto
in equal shares and the land registration fee
(if any) shall be paid by the Tenant.
Service of notice (p) Any notice hereunder shall be in writing and
any notice to be served by one party on the
other party under the terms of this Agreement
shall be duly served if left at or despatched
by registered post to the last known address
of the other party in Hong Kong.
Approval of (q) No approval by the Landlord is valid unless it
Landlord is in writing and signed by the Landlord or
its authorised agents.
No premium or (r) The Tenant hereby expressly admits and
fine declares that no premium or fine or other
consideration or key money has been paid to
the Landlord by the Tenant for the creation of
this tenancy.
Sale and (s) If at any time during the tenancy hereby
redevelopment created the Landlord shall enter into a
contract for the sale of the said building or
of any part thereof which shall include the
said premises or if the Landlord
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24
shall resolve to redevelop the said building
or any part thereof whether wholly by
demolition and rebuilding or otherwise, or
partially by renovation, refurbishment or
otherwise (which intention so to redevelop
shall be sufficiently evidenced by a copy of a
Resolution of its Directors certified to be a
true and correct copy by its Secretary) then
in either of such events the Landlord shall be
entitled to give six clear calendar months'
notice in writing expiring at the end of any
calendar month during the tenancy hereby
created terminating this Agreement and
immediately upon the expiration of such notice
this Agreement and everything herein contained
shall cease and be void but without prejudice
to the rights and remedies of either party
against the other in respect of any antecedent
claim or breach of any of the agreements or
stipulations herein set out.
Reservation of (t) The Landlord reserves the right exercisable at
Rights any time or times:-
(i) To change the name or description of
the said building or any part thereof,
(ii) To make or cause to be made any
structural or non-structural
alteration or improvement in or
addition to entrances landings
staircases driveways passages lobbies
or any part of the said building in
common use, without incurring any
liability to make any payment to the
Tenant on any account whatsoever
provided that in the happening of case
(i) hereof the Landlord shall give to
the Tenant and the Postal and other
Government Authorities not less than
three months' notice in writing or any
such change.
(iii) The Landlord reserves the right from
time to time and by notice in writing
to the Tenant to make and introduce
and subsequently amend adapt or
abolish if necessary such regulations
as it may consider necessary for the
management and maintenance of the said
building as a first class commercial
Building.
(iv) Such regulations shall be
supplementary to the terms and
conditions contained in this Agreement
and shall not in any way derogate from
such terms and conditions. In the
event of conflict between such
regulations and the terms and
conditions of this Agreement the terms
and conditions of this Agreement shall
prevail.
Special Condition (u) The parties hereto hereby agree that the terms
or conditions or matters set out in the Fourth
Schedule hereto (if any) shall apply to this
Agreement and shall be incorporated as an
integral part of the Agreement.
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25
Joint and Several (v) In this Agreement where the context so
Liability permits or requires the words importing the
singular number shall include the plural
number and vice versa and word importing the
masculine gender shall include the feminine
gender and neuter gender and where there are
two or more persons included in the expression
"the Tenant" covenants expressed to be made by
the Tenant shall be deemed to be made by such
persons jointly and severally.
Marginal notes (w) The marginal notes are intended for guidance
only and do not form part of this Agreement
nor shall any of the provisions of this
Agreement be construed or interpreted by
reference thereto or in any way affected or
limited thereby.
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26
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED whose registered office is
situate at Unit 513-520, No. 1 Hung To Road, ▇▇▇▇ ▇▇▇▇, Kowloon, Hong Kong.
PART II - PREMISES
Suite Nos.6B, 7, 8 and 9 on the ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ Ferry Terminal, Canton Road, Kowloon which for the purposes of
identification only is shown on the Floor Plan annexed hereto and thereon
coloured Pink.
PART III - TERM
Two years eleven months and eighteen days commencing from the 14th day of
February 1997 to the 31st day of January 2000 (both days inclusive).
PART IV - USER
To use or occupy the said premises or any part thereof solely and exclusively
for the purpose of office which shall not be changed without the previous
written consent of the Landlord and in particular not to use or permit the same
to be used for domestic purpose or for shops or as sleeping quarters and not to
allow any person to remain in the said premises overnight (save and except a
watchman posted by the Tenant).
PART V - DEPOSIT
The deposit subject to increase in accordance with Clause 3(a)(vi) of this
Agreement shall be HK$479,514.00.
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27
THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
PARTICULARS OF RENT
(1) The rent for the period from 14th February 1997 to 13th February 1999
shall be HK$138,321.00 per calendar month.
(2) The rent for the period from 14th February 1999 to 31st January 2000
shall be at the then prevailing market rent to be agreed by the
parties hereto. Failing which it shall be decided by an independent
valuer who shall be a suitably qualified Surveyor and shall, in the
absence of agreement between the parties hereto, be appointed by the
President for the time being of the Hong Kong Institution of Surveyors
whose decision on the market rent shall be final and binding upon both
parties. The costs of the independent valuer shall be borne and paid
by the Tenant solely.
Rent is payable on the first day of each and every calendar month.
PART II
PARTICULARS OF SURCHARGES
The monthly surcharge to cover the costs of building management and
air-conditioning throughout the said term subject to increase in accordance
with clause 3(a)(iv) of this Agreement shall be HK$21,517.00 per calendar month
payable in advance on the first day of each and every calendar month.
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28
THE THIRD SCHEDULE ABOVE REFERRED TO
RULES AND REGULATIONS
1. Plumbing fixture shall be used only for the purposes for which they
were constructed. No sweepings rubbish rags or other alien substances
shall be deposited therein. All costs for making good damage
resulting from any misuse of the plumbing fixtures shall be borne by
the Tenant.
2. No Tenant shall drill into or in any way deface part of the said
premises or the said building. No drilling shall be permitted save
with prior written approval of the Landlord (which approval shall not
be unreasonably withheld or delayed) and as the Landlord may direct.
3. Save with prior written consent of the Landlord, which consent will
not normally be granted, no flagholes or aerials shall be erected, and
no flags shall be flown from windows or elsewhere in or upon the said
building.
4. Each Tenant must upon the termination of his tenancy restore to the
Landlord all keys of offices and toilet rooms used by the Tenant.
5. All removals or the carrying in or out of furniture or bulky matter of
any description must take place after office hours and during the
hours which the Landlord or his agent may reasonably determine from
time to time. The Landlord reserves the right to exclude goods from
the said building which violate any of these Rules and Regulations or
the Agreement of which these Rules and Regulations are a part.
6. No Tenant nor any of the Tenant's servants employees agents visitors
or licensees shall bring into any passenger lift in the said building
any goods effects chattels luggage bulky parcels food trays tiffin
carriers or other space-occupying items and the Tenant shall ensure
that such items are restricted to the designated lift.
7. No Tenant shall do or permit to be done in the said premises or any
part thereof any act which shall or might subject the Landlord to any
liability or responsibility for injury to any person or to property.
8. Windows shall remain closed or locked save in an emergency such as
fire or break-down of the air-conditioning system and the reasonable
extent necessary to enable the Tenant to clean the same.
9. Canvassing touting and peddling in the said building is prohibited and
each Tenant shall co-operate to prevent the same.
10. Save with the prior written consent of the Landlord, which consent
will not normally be granted, no cooking or preparation of food shall
be permitted by any
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29
Tenant in the said premises. No Tenant shall permit any unusual or
objectionable odours to be produced upon or to permeate from the said
premises.
11. Not to do or permit or suffer anything in the said premises or in the
said building which may be or go to be a nuisance or annoyance to the
Landlord or any other Tenants or occupiers thereof or of any adjoining
building or affect the reputation of the said building as a high class
office building.
12. The Tenant shall not install in the said premises any partitioning
other than that supplied or approved by the Landlord (which approval
shall not be unreasonably withheld or delayed).
13. Not to keep or permit or suffer to be kept upon any part of the said
premises any lives-stocks or animals and to carry out such pest
control for the said premises upon the request by the Landlord for the
said premises via nominated pest control companies at the Tenant's
expense.
14. All blinds and/or curtains used within the said premises shall conform
externally to standard colour and design and such blinds and/or
curtains shall be approved by the Landlord (which approval shall not
be unreasonably withheld or delayed) so as to preserve a uniform
external appearance.
15. The Tenant shall not carry on or permit or suffer to be carried on in
or upon the said premises or any part thereof any trade or business
which the Landlord shall in its absolute discretion regard as
dangerous noxious noisy or offensive.
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THE FOURTH SCHEDULE ABOVE REFERRED TO
SPECIAL CONDITION
1. The Landlord shall be responsible for the removal of the existing
fittings and partitioning in the said premises prior to the commencement of
this Agreement and shall provide new carpet and clean up/repair the fan coil
units within the said premises.
2. The Landlord shall provide the Tenant with ceiling tiles prior to the
commencement of this Agreement but the Tenant shall install the same at its own
costs and expenses.
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AS WITNESS the hands of the parties hereto the day and year first
above written.
SIGNED by )
)
▇▇▇▇▇▇ ▇▇▇▇ of Sino Real Estate )
Agency Limited, a company duly )
authorised by the Board of ) For and on behalf of
Directors of the Landlord ) SINO REAL ESTATE AGENCY LTD.
for and on behalf of the )
Landlord whose signature is ) [SIG]
verified by: - ) ------------------------
Agent for the landlord for
the sole purpose of
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ execution of this Agreement
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Solicitor, Hong Kong
SIGNED by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ) For and on behalf of
----------------------- ) NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
) [SIG]
for and on behalf of the Tenant ) ------------------------
in the presence of: - ) Authorized Signature
/s/ ▇▇▇ ▇▇▇ ▇▇▇ For and on behalf of
------------------------ SINO REAL ESTATE AGENCY LTD
▇▇▇ ▇▇▇ ▇▇▇
R E C E I V E D the day and year ) [SIG]
first above written of and from the ) ------------------------
Tenant the sum of HONG KONG DOLLARS ) Agent for the landlord for
FOUR HUNDRED SEVENTY NINE ) the sole purpose of
THOUSAND FIVE HUNDRED AND ) execution of this Agreement
FOURTEEN being the above mentioned deposit)
to be paid by the Tenant to the Landlord. ) HK$479,514.00
=============
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[ILLUSTRATION -- TOWER 1]
[ 9TH - 16TH TOWER FLOOR PLAN ]
