EXHIBIT 10.3
DATED _____________, 2000
KOON WAH MIRROR HOLDINGS LIMITED
and
INTERNATIONAL SMC (HK) LIMITED
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TENANCY AGREEMENT
of
Units 2 and 3 on the Lower One Floor of Mirror
Tower, 61 Mody Road, Isimshatsui East, Kowloon
which is situated on Kowloon Inland Lot No.10587.
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BAKER & McKENZIE
14th Floor, Hutchison House
Hong Kong
AN AGREEMENT made this _______ day of August 2000
Parties BETWEEN KOON WAH MIRROR HOLDINGS LIMITED whose registered
office is situate at 4th Floor, Koon Wah Mirror Group
Building, 2 Yuen Shun Circuit, Yuen Chau Kok, Shatin, New
Territories, Hong Kong ("the Landlord") of the one part and
the person, firm or company detailed in Part I of the First
Schedule hereto (the "Tenant") of the other part.
AGREED AS FOLLOWS:
1. PREMISES, TERM AND RENT
Premises 1.1 The Landlord hereby lets unto the Tenant ALL THOSE the
premises particularized in Part II of the First Schedule
hereto ("the Premises") TOGETHER with a right for the Tenant
its servants and licensees (in common with the Landlord and
all other tenants and occupiers of Mirror Tower, 61 Mody
Road, Tsimshatsui East, Kowloon, a building situated on
Kowloon Inland Lot No. 10587 ("the Building") and their
respective servants and licensees and all others having the
like right) to pass and repass upon down over and along the
ramps staircases landings passages entrances and means of
access in the Building at all times by day and by night with
or without vehicles for the purpose of access to and from the
Premises from and to the entrance to the Building AND
TOGETHER with the right in common with other tenants and
occupiers of the Building for the Tenant its servants and
licensees to use the passenger lifts for the purpose of
carrying passengers to and from the Premises (during such
hours as the same shall be working) AND TOGETHER with the
exclusive right for the Tenant its servants and licensees to
use the water closets, lavatories and conveniences located
within the Premises or allocated for use by the Tenant (if
any).
Term 1.2 This Agreement shall be for the term ("the Term") set
forth in Part III of the First Schedule hereto.
Rent and Service
Charges 1.3 Throughout the Term the rent and Service Charges as are
set out in Part I & Part II of the Second Schedule be payable
to the Landlord monthly in advance without deduction. The
first payment of rent shall be made on the signing of this
Agreement and subsequent payments shall be made in advance on
the first day of each calendar month.
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2. TENANT'S OBLIGATIONS AND RESTRICTIONS
The Tenant agrees with the Landlord as follows:
2.1 Rent and Other Charges
Rent 2.1.1 To pay the rent as set out in Part I of the Second
Schedule at the times and in manner aforesaid without
deduction;
Service Charges 2.1.2 To pay to the Landlord by way of further or
additional payments for the provision by the Landlord of the
maintenance and management of the Premises and the Building
and for the supply of air-conditioning services to the
Premises the sum specified in Part II of the Second Schedule
hereto ("the Service Charges") such sum to be paid monthly in
advance throughout the Term and on the days and in the manner
as the payment of rent hereinbefore mentioned which shall be
subject to increase at any time during the continuance of the
Term upon the Landlord giving to the Tenant not less than one
calendar month's notice in writing of such increase and upon
the expiration of the said period of one month the Service
Charges shall be increased by the amount specified in the
Landlord's notice. There shall be no restriction on the
number of occasions upon which the Landlord may call for an
increase in the Service Charges and the Landlord's assessment
of the increase shall be conclusive and binding on the
Tenant. Additional air-conditioning services may be provided
upon request by the Tenant at such adjusted rates as may from
time to time be charged by the Landlord at its absolute
discretion;
Water 2.1.3 To pay all charges for water as may be shown by the
separate meter installed upon or in relation to the Premises
or by accounts rendered to the Tenant in respect of such
amount of water consumed in the Premises;
Electricity 2.1.4 To pay all charges for electricity and gas as
and gas may be shown by the separate meter installed upon or in
relation to the Premises or by accounts rendered to the
Tenant in respect of such amount of electricity and gas
consumed in the Premises;
Government Rent,
Rates, taxes etc, 2.1.5 To pay and discharge all Government Rent rates taxes
assessments duties charges impositions and outgoings
whatsoever now or hereafter to be imposed or charged by the
Government of Hong Kong or other lawful authority on the
Premises or upon the owner or occupier in respect thereof
(Property Tax alone excluded). Without
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prejudice to the generality of the sub-clause the Tenant
shall pay all Government Rent rates imposed on the Premises
in the first place to the Landlord who shall serve the same
with the Hong Kong Government. In the event that an
assessment to Government Rent rates in respect of the
Premises shall be raised directly upon the Landlord. The
Landlord shall during the month immediately preceding any
quarter in respect of which such Government Rent 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. The Landlord shall be
entitled to treat non-payment of any amount debited to the
Tenant in accordance with the foregoing provisions of this
Clause or any part thereof in all respects as non-payment of
rent under this Agreement;
Utility Deposits 2.1.6 To pay and discharge all deposits in respect
of electricity, gas, water and telephone in relation to the
Premises and to reimburse the Landlord for any sum paid by
the Landlord in respect of the same on behalf of the Tenant;
Directory Board 2.1.7 To pay to the Landlord on demand the costs of
affixing replacing or repairing the Tenant's name in
lettering to the directory boards within the Building;
2.2 Restrictions on Assignment, Subletting
Compliance with
Ordinances and
Regulations 2.2.1 To obey and comply with all Ordinances, regulations,
bylaws, rules and requirements of any Governmental or other
competent authority relating to the Premises the conduct and
carrying on of the Tenant's business on or in the Premises or
to any other act, deed, matter or thing done, permitted,
suffered or omitted therein or thereon by the Tenant or any
employee, agent of licensee of the Tenant and to notify the
Landlord forthwith in writing of any notice received from any
utility statutory or public authority concerning or in
respect of the Premises or any services supplied thereto and
in particular to observe at all times all statutory
regulations governing fire prevention within the Premises and
to observe perform and comply with all directions given by
the Fire Services Department Urban Council or other competent
authority in connection with the Premises or any part thereof
and the storage of goods therein and to indemnify the
Landlord against all actions costs claims and demands in
respect of any breach or non-observance of any of the
foregoing terms;
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Restrictions on
assignment,
subletting 2.2.2 Not to assign or transfer or sublet or share or part
with possession no the Premises or any part(s) thereof to or
with any person or persons or firm or body corporate whereby
any organization company firm or person not a party to this
Agreement obtains the use or possession of the Premises or
any part or parts thereof irrespective of whether any rental
or other consideration is given for such use or possession
and in the event of any such transfer subletting sharing
assignment or parting with the possession of the Premises or
any parts thereof (whether for monetary or other
consideration or not) this Agreement shall at the option of
the Landlord forthwith determine and the Tenant shall
forthwith surrender vacant possession of the Premises to the
Landlord. The tenancy shall be personal to the Tenant named
in this Agreement and without in any way limiting the
generality of the foregoing, the following acts and events
shall, unless approved in writing by the Landlord, be deemed
to be breaches of this clause:
(a) In the case of a Tenant which is a
partnership, taking in of one or
more new partners whether on the
death or retirement of an existing
partner or otherwise.
(b) In the cast of a Tenant who is an
individual (including a sole
surviving partner of a partnership
Tenant) the death, insanity or other
disability of that individual, to
the intent that no right to use,
possess, occupy or enjoy the
Premises or any part thereof shall
vest in the executors,
administrators, personal
representatives, next of kin,
trustee or committee of any such
individual.
(c) In the case of a Tenant which is a
corporation, any 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.
(d) The giving by the Tenant of a power
of attorney or similar authority
whereby the donee of the power
obtains the right to use, possess,
occupy or enjoy the Premises or any
part thereof or does in fact use,
possess, occupy or enjoy the same.
(e) The change of the Tenant's business
name without the previous written
consent of the Landlord.
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2.3 User and Other Restrictions
User 2.3.1 To use the Premises only for the purpose as set forth
in Part IV of the First Schedule hereto and for no other
purpose whatsoever;
Breach of
Government Lease 2.3.2 Not to cause suffer or permit any contravention
of the provisions of the Government Lease under which the
Landlord holds the Premises and to indemnify the Landlord
against any such breach.
Domestic use 2.3.3 Not to use the Premises or any part thereof as
sleeping quarters or as domestic premises within the meaning
of any ordinance for the time being in force or to allow any
person to remain on the Premises overnight unless with the
Landlord's prior permission in writing, Such permission shall
only be given to enable the Tenant to post watchmen to look
after the Premises provided that the names of the watchmen
are first registered with the Landlord prior to its giving
such permission;
Illegal or immoral
use 2.3.4 Not to cause permit or suffer any part of the Premises
to use be used for Sampling or for any illegal immoral or
improper purposes;
Offensive trade 2.3.5 Not to cause permit or suffer any part of the
Premises to be used for any trade or business which is now or
may hereafter be declared to be an offensive trade under the
Public Health and Urban Services Ordinance or any enactment
amending the same or substituting therefor:
Storage of
hazardous goods 2.3.6 Not to keep or store or cause to be kept or
stored upon the Premises any hazardous or extra hazardous or
dangerous goods falling within the meaning of the Dangerous
Goods Ordinance and the Regulations thereunder or any
statutory modification or re-enactment thereof (except such
limited quantities as may from time to time be permitted by
the Landlord in writing) AND to indemnify the Landlord
against all actions costs demands and claims in respect of
any breach or non observance of this sub-clause;
Obstruction of
Common area 2.3.7 Not to put or place any refuse bin, box, carton,
container, furniture, chattels or refuse or store any goods
or any other things on the common loading and unloading space
(if any) on the ground floor or in any of the common entrance
halls, staircases, landings, passages,
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corridors, Ere escape ways, lifts and other common parts of
and in the Building and not to fix any fixed gates or fences
Which may in any Way block or obstruct any of the said fire
escape ways AND the Landlord, its servants or agents may
without any prior notice to the Tenant and without incurring
any liability therefor remove any such obstruction and
dispose of or remove the same as they may think fit and the
Tenant shall on demand pay to the Landlord all costs and
expenses incurred by the Landlord in connection with such
disposal or removal AND the Tenant shall indemnify the
Landlord for any loss or damage arising from the breach of
this Clause;
Nuisance 2.3.8 Not to cause or permit or suffer any part of the
Premises to be used in any way so as to cause nuisance
annoyance inconvenience damage or danger to the Landlord of
the tenants or occupiers of adjacent or neighboring Premises;
Noise 2.3.9 Not to cause or produce or suffer of permit to be
produced on or in the Premises any sound or noise (including
sound produced by broadcasting from Television, radio and any
apparatus of instrument capable of producing or reproducing
music and sound) or other acts or things in or on the
Premises which is or are or may be a nuisance or Annoyance to
the tenants or occupiers of adjacent or neighboring premises:
Animals, pets &
infestation 2.3.10 Not to keep or permit or suffer to be kept any animals
or infestation pets in the Premises and to take all steps and
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 Tenant's cost such pest extermination
contractors as the Landlord may nominate and at such
intervals as the Landlord may direct,
Cooking and
prevention of
odors 2.3.11 Not to prepare or permit or suffer to be prepared any
prevention of food in the Premises or to cause or permit any
offensive odors or unusual odors to be produced upon or
emanate from the Premises;
Loading of lifts
and use of
passenger lifts 2.3.12 Not to load or permit or suffer to be loaded
into any lift in the Building any goods, persons or things
whatsoever lifts whereby the permitted capacity of the said
lift or lifts may be exceeded and not to
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use the passenger lift for the carriage of goods and to be
wholly responsible for any damage caused by any breach of
this sub-clause;
Floor loading 2.3.13 Not to store or place any goods machinery or
other things on or in any part of the Premises which exceed
the maximum floor loading of the Premises;
Removal of refuse 2.3.14 To be responsible for the removal of refuse
and garbage from the Premises to such location as shall be
specified by the Landlord from time to time and to use only
that type of refuse containers as is specified by the
Landlord from time to time aud to ensure that they are
properly scaled at all times. 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 bo at the sole cost of the Tenant. To
employ only cleaning contractor for the Premises as may be
nominated by the Landlord from time to time to the exclusion
of any other cleaning contractors;
Signs 2.3.15 Not to affix, erect, attach, exhibit, display or
permit or suffer so to do to be done upon any part within or
on the exterior of the 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
Premises except the display of nameplate or signboard of the
Tenant and their lawful subtenant or licensee at the entrance
to the Premises the size and position of such nameplate or
signboard shall be subject to the approval of the Landlord.
The Landlord or its authorized 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 authorized agents may think fit. The
Landlord or its authorized agents &W have the right to remove
at the cost and expense of the Tenant any unauthorized
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,
2.4. Additions and Alterations to Premises
Installation &
alterations 2.4.1 Without prejudice to any of the following sub-clauses,
before carrying out any internal decorations partitioning
alterations and fittings (including but not limited to
electrical mechanical wiring,
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installations) to submit within 3 days from the commencement
of the Term details and plans thereof to the Landlord for its
prior approval and to re-submit for the Landlord's further
prior approval such amendments to the said details and plans
as may be desired by the Tenant or required by the relevant
government authorities and any costs incurred by the Landlord
in connection with such approval including architect's fees
shall be for account of the Tenant. The Tenant shall only
carry out such internal decorations partitioning alterations
and fittings and any amendments thereto by contractor(s)
approved by the Landlord in its absolute discretion and in
accordance with such approved details and plans and such
other directions and conditions as may be given and imposed
by the Landlord relating thereto in accordance with such
ordinances and other government rules and regulations as
shall from time to time be in force during the Term. Such
approval from the Landlord shall not relieve the Tenant from
the responsibility of obtaining all necessary permits
licences and approval pertaining to the proposed decoration
partitioning alteration or fitting works and the Tenant shall
submit all applications required and shall comply with all
government ordinances rules and regulations and bylaws of any
public utility company or authority having jurisdiction over
the said works. The Tenant shall not commence any such
internal decorations partitioning alterations and fitting
works unless and until all necessary approvals licences or
permits relating thereto have been obtained from the relevant
government department or authorities and if the Tenant shall
for any reason put in hand any such works as aforesaid prior
to obtaining the necessary approvals licenses or permits from
the relevant government authorities the Tenant shall be
solely responsible for the consequences of such unauthorized
works including but not limited to the costs of demolition,
addition and alteration required to comply with government
requirements and shall indemnify and keep the Landlord fully
indemnified against all losses claims costs actions and
proceedings arising from the Tenant's breach of the
provisions of this sub-clause. The Tenant shall at its own
costs and expenses make, good any default in complying with
this sub-clause notwithstanding that its fitting out
partitioning and decoration proposals may have been submitted
by the Landlord or the Landlord's agent to the relevant
government authorities on behalf of the Tenant and the Tenant
shall solely bear the consequences of any rejections or any
amendments required by the relevant government authorities of
the Tenant's proposals and of any delay or losses resulting
from such rejections or amendments. To secure the performance
of the Tenant's obligations hereunder, the Tenant shall on
the signing hereof deposit with the Landlord a fitting out
deposit in such sum as may be
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determined by the Landlord from time to time. The Landlord
shall be entitled to deduct from such fitting out deposit all
losses claims, costs actions and proceedings suffered or
incurred by the Landlord as a result of the Tenant's breach
of this clause. Such fitting out deposit (or the balance
thereof, after deduction as aforesaid) shall be refunded to
the Tenant within 14 days of completion of the fitting out:
Building services
and builders'
work 2.4.2 To employ at the Tenant's expense only such 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 builders' work as hereinafter
defined in the Premises in manner as prescribed by the
Landlord or its nominated contractors and in particular to
pay the Landlord vetting and relating charges in accordance
with the Landlord's predetermined scales subject to
amendments/alterations from time to time and to such extent
as the Landlord shall in its absolute discretion deem
appropriate or necessary.
(i) The expression "building services"
shall mean all mechanical and
electrical engineering work and
arrangement related to the Premises
including but not limited to
electrical security, sprinkler
system, air-conditioning, plumbing,
drainage, building automation and
fire fighting installation.
(ii) The expression "builders' works"
shall mean all renovation work not
specified under "building services"
including but not limited to light
track, light trough and graphic
panel.
Work by
the Tenant 2.4.3 To construct at the Tenant's own expense within
the Premises or furnish items to the Premises as follows:
(i) a ceiling of non-combustible
material approved by the Landlord.
No combustible materials will be
permitted above the ceiling. Any
work relating to the extension or
relocation of the sprinkler heads
and/or the smoke detectors and other
fire fighting equipment installed by
the Landlord shall be carried out by
the Landlord's nominated contractors
but the costs thereof shall be borne
by the Tenant;
(ii) paint and decorate the interior of
the Premises;
(iii) furnish aud install floor fill and
floor finishes. PVC tiles shall
not be used unless approved by the
Landlord;
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(iv) subject to 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, complete all
electrical and mechanical
installations (heating, ventilation
and air- conditioning, plumbing and
drainage, fire fighting) for the
purposes of providing electrical and
mechanical services to the premises
provided that the reinstatement of
the ceiling or any part of the
common area damaged by or removed in
relation to the connection of
electricity to the Premises shall be
carried out by the Landlord's
nominated contractor. The
workmanship and materials shall be
of a standard to be approved by the
Landlord;
(v) furnish and install or arrange for
the installation of all utilities
such as gas and telephones as well
as other Tenant's requirements
within the Premises together with
such meters as are necessary to
measure the Tenant's consumption
thereof and to employ only the
contractors nominated or approved by
the Landlord for such purposes;
(vi) furnish, 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 and in
all instances only the contractor
designated by the Landlord will be
used;
(vii) furnish design of signs for the
approval of the Landlord but
acceptance of such design is at the
sole discretion of the Landlord; and
(viii) install such fire extinguishers or
other means of fire-fighting
equipment inside tho Premises as may
be required from time to time by all
relevant Ordinances and regulations
of the Honk Kong Government.
Submission of
information 2.4.4 (i) To furnish at the time of the
submission of the fitting out
details and plans, the Landlord with
the following information and items:
(a) the name and address of the
appointed designer/agent
for the Premises:
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(b) the name(s) and address(es)
of the contractor(s) the
Tenant intends to engage in
the construction of
Tenant's work Provided that
the Landlord shall have the
absolute discretion to
reject any such
contractor(s);
(c) the name and address of the
Tenant's authorized
agent/representative, if
any; and
(d) the actual commencement
date of interior decoration
and the estimated date of
completion of decoration
work, fixturing work, and
date of projected opening.
(ii) To provide the Landlord the
following plans to enable the
nominated mechanical and electrical
contractors to prepare the
corresponding designs and drawings:
(a) 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;
(b) three copies of the floor
plan with partitions;
(c) three shop layout prints of
all case work including the
location of all sockets,
switches, fuse boxes,
telephone points, size,
weight and location of
outlets for all light
fittings and
air-conditioning; and
(d) three sets of elevations to
describe the space with all
electric outlets and detail
of show case at shopfront.
(iii) To forward to the Landlord any
elevation of the leased space that
way affect the appearance of the
shopping center together with the
shop layout drawing submission for
approval prior to any construction
work. The Landlord shall have the
absolute right to demolish any
construction work by the Tenant
which in its opinion affects the
appearance of the shopping center
and the Tenant shall pay for all
costs therefor.
Inspection by
Landlord 2.4.5 All Tenant's work shall be subject to the inspection of
Landlord, the Landlord architect and Landlord's general
contractor from time to time during the period in which
Tenant's work aforesaid is being performed.
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Reimbursement to
Landlord 2.4.6 The Landlord shall have the right to perform on behalf
of and for the account of the Tenant, subject to the
reimbursement by the Tenant, any of the Tenant's 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 for the Building and the erection of temporary safety
barricades and temporary signs during construction.
Lighting Panel
Boards 2.4.7 To provide a lighting panel within the Premises which
panel will:
(i) include circuits to all receptacles
serving accent, case, valence
and other lightings; and
(ii) with boards of 28-220 volt and 220
volt of the circuit breaker type all
utilizing bolted on type breaker.
Emergency Lighting
and Exit Signs 2.4.8 To provide battery operated type emergency
lighting and exit signs in location within the Premises as
required by any law and regulations, and as deemed necessary
by the Landlord.
Earthing 2.4.9 To provide earthing within the Premises.
Telephone System 2.4.10 To install at the Tenant's own expense empty
conduits for telephone service to the Premises. Telephone
service to the Premises shall only be installed by the
licensed fixed Telecommunication Network Service Operators
and the Tenant shall leave pull wire in all conduits. The
Landlord will for facilitating construction purposes install
telephone jacks and conduits to the Premises at the Tenant's
expense.
Electrical
Testing 2.4.31 To test all circuits for shorts and ground and to
balance loads on all panels.
Exterior
fittings 2.4.12 Not to install any supports or erect any iron brackets
or install any wires, aerials, fittings, plant, equipment,
signs, advertisements or blinds on or protruding from the
windows or any part of the exterior walls or windows of the
Building or any exterior part of the Premises for any purpose
including the installation of air-conditioners;
Injury to main
walls 2.4.11 Not without the prior written consent of the Landlord
to cut main or injure or permit or suffer to be cut maimed or
injured any doors
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window walls beams structural members or other part of the
fabric of the Premises;
Fixtures
interior 2.4.14 Not to affix anything to the columns, floors, ceilings
or interior walls or windows of the Building that could maim
or interfere with the same or that might in any way affect
the structural stability of the Building or any part thereof
without the prior written consent of the Landlord;
Shelters 2.4.15 Not to erect any shelters or coverings on any part of
the flat roofs or roof of the Building;
Smoke-lobbies and
fire escape 2.4.16 Not to alter the position of any smoke lobby or
fire escape doors or to make any additions to or in any way
amend such doors without the prior written consent of the
Landlord;
Locks 2.4.17 Not without the written consent of the Landlord (such
consent not to be unreasonably withheld) to install
additional locks bolts security fitments or systems or other
fittings to the entrance doors of the Premises or to the
Premises or in any way to change or alter those already
installed;
2.5 Repair Obligation
Repair of interior
fixtures and
fittings 2.5.1 To keep all the interior of the Premises including the
flooring partitions and interior plaster or other finishing
materials or rendering to walls floors and ceilings and the
Tenant's and the Landlord's fixtures and fittings therein
including all doors, windows and fire fighting apparatus,
locks, security fittings and any additions made by the Tenant
to the Premises in a good clean tenantable substantial and
proper repair and condition and as may be appropriate from
time to time painted and decorated (damage or destruction due
to any of the causes mentioned in Clause 5 hereof excepted)
and so to maintain the same at the expense of the Tenant and
to pay or reimburse to the Landlord the cost of replacing all
broken and 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;
Repair of sprinkler
system electrical
installations 2.5.2 To repair or replace if so required by the appropriate
system Company or authority under the terms of the
Electricity Supply
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Regulations or any Statutory modification or re-enactment
thereof or any Orders in Council or Regulations made
thereunder by contractor(s) nominated by the Landlord all the
sprinkler system electrical wiring installations and fittings
including the wall ventilation fans within the Premises and
the wiring from the Tenant's meter or meters to and within
the same and to carry out any periodic testing of electrical
installations at the Premises required by regulations made
under the Electricity Ordinance (Cap.406);
Repair of toilets
andwater apparatus
and cleansing
drains 2.5.3 To maintain all such toilets and water apparatus
(located within the Premises or elsewhere if used exclusively
by the Tenant its employees invitees and licensees) in good
clean and tenantable state and in proper repair and condition
at all times during the Term to the satisfaction of the
Landlord and in accordance with the Regulations of the Public
Health or other Governmental Authority concerned and to pay
on demand to the Landlord the cost incurred by the Landlord
in cleansing and cleaning any of the drains choked or stopped
up owing to negligence or careless use by the Tenant or its
employees invitees or licensees;
Protection from
typhoon 2.5.4 To take all reasonable precautions to protect the
interior of the Premises from storm or typhoon damage;
Landlord's right
to enter and view 2.5.5 To permit the duly authorized agents or servants
of the Landlord and any other persons duly authorized by the
Landlord at any time to enter the Premises (and by force if
necessary) for the purposes of security, and/or fire fighting
and inspecting or carrying out routine and essential or
emergency repairs or alterations or additions to or
maintenance or renewal of the Building and the Landlord's
services and fixtures and fittings within the Building and
any other services or fixtures and fittings which may be
supplied or provided to or installed in the Building by third
parties including, without limitation to the generality of
the foregoing, telephone and other communication services and
fixtures and fittings installed in connection, therewith, and
of making good on behalf of the Tenant any defects or
effecting any repairs which the Tenant has failed to do under
the terms of this Agreement;
15
Obligation to
execute repairs
on receipt of
notice 2.5.6 To proceed to make good all defects and wants of repair
therein found for which the Tenant may be liable within
receipt of notice the space of one calendar month from the
receipt of written notice from the Landlord to amend and make
good the same and if the Tenant shall fail to proceed to
execute such works or repairs as aforementioned to permit the
Landlord to enter upon the Premises and execute the same and
the cost thereof shall be a debt due from the Tenant to the
Landlord and recoverable forthwith by action;
To inform
Landlord of
damage 2.5.7 To give notice to the Landlord or its agent of any
damage that may be suffered to the Premises and of any
accident to or defects in the water and gas pipes; electrical
wiring or fittings, fittings fixtures or other facilities
provided by the Landlord as shall be known or reasonably
ought to be known to the Tenant;
2.6 Insurance Liabilities and Indemnities
Indemnity against
Loss/Damage from
Interior 2.6.3 To be wholly responsible for any damage or injury
caused to any other person whomsoever directly or indirectly
through the defective or damaged condition of any part of
interior of the Premises or of any of the fixtures and
fittings therein or in any way owing to the spread of fire or
smoke or the overflow of water from the Premises or any part
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 keep the Premises
insured against third party liabilities and in particular the
matters aforesaid with a reputable insurance, office PROVIDED
ALWAYS that if the Tenant shall at any time fail to keep the
Premises insured as aforesaid the Landlord may do all things
necessary to effect aud maintain such insurance and any
monies expended by it for that purpose shall be repayable by
the Tenant on demand and be recoverable forthwith by action;
Breach of
insurance
policy 2.6.2 Not to cause or suffer or permit to be done any act or
thing whereby the policy or policies of insurance on the
Building or anything within the Building against damage by
fire or liability to third parties for the time being
subsisting may become void or voidable or whereby the
16
rate of premium or premia thereon may be increased, and to
repay to the Landlord on demand all sums paid by the Landlord
by way of increased premium or premia thereon and all
expenses incurred by the Landlord in and about any renewal of
such policy or policies arising from or tendered necessary by
a breach of this Sub-clause;
Indemnity against
overflow of water 2.6. To be wholly responsible for any loss or damage
caused to any, person or property caused by or through or in
any way owing to the escape or overflow of water front the
Premises 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 such loss damage or
injury and costs and expenses incidental thereto;
Liable for
employee's
negligence 2.6.4 To be liable for any act default or negligence of the
Tenant's contractors, employees, invitees, visitors or
licensees in respect of the use of the Premises and the
common areas and facilities of the Building and to indemnify
the Landlord against all costs claims demands expenses or
liability to any third party in connection therewith;
2.7 Yielding Up
Yield up
premises To yield up the Premises with all fixtures and fittings and
additions therein and thereto (save and except trade fixtures
and fittings) at the expiration or sooner determination of
this Agreement in good clean and tenantable repair and
condition (fair wear and tear and damage or destruction due
to any of the causes mentioned in Clause 5 hereof excepted)
Provided That where the Tenant has altered erected or
installed any fixtures fittings partitioning or additions in
or to the Premises with or without the Landlord's written
consent the Landlord may at its absolute discretion require
the Tenant to reinstate remove or do away with such
alterations 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 fittings therein as a result
thereof before delivering up the Premises to the Landlord
Provided further that in the event that the Tenant has prior
to the date of this Agreement whether pursuant to the terms
of any earlier Agreement or Lease or otherwise, made
alterations or additions to the Premises or if the Premises
shall not for any reason be handed over to the Tenant as a
"shell" at the commencement of the term hereby created the
Landlord
17
reserves the right to require the Tenant at the sole expense
of the Tenant to remove any or all of such alterations or
additions so made prior to the date of this Agreement or to
reinstate the premises as a "shell" as the case may be and to
make good any damage to the Premises caused thereby;
3. Landlord's Obligations
The Landlord agrees with the Tenant as follows:
Property Tax 3.1 To pay the Property Tax attributable to or in respect
of the Premises;
Exterior and
structure 3.2 To maintain the exterior and structure of the Premises in
structure good and substantial repair and condition
throughout the Term at the expense of the Landlord Provided
That the 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
within a reasonable time;
Quiet enjoyment 3.3 To permit the Tenant (duly paying the rent and Government
Rent and rates and Service Charges hereby agreed to be paid
on the days and in manner herein provided for payment of the
same and observing and performing the agreements stipulations
terms conditions and obligations herein contained) to have
quiet possession and enjoyment (subject to the provisions
hereof) of the Premises, during the Term without any
interruption by the Landlord of any person lawfully claiming
under or through or in trust for the Landlord.
Air-conditioning
Services 3.4 To provide and maintain lifts, escalators
air-conditioning service from 8.00 aan. to 6:00 p.m. on
weekdays and 8:00 a.m. to 2:00 p.m. 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
18
liable thereby to grant any abatement of rent and/or Service
Charges in respect of such interruption;
4. Exclusions Exceptions and Reservations
IT IS HEREBY FURTHER EXPRESSLY AGREED that the Landlord shall
not in any circumstances be liable to the Tenant or any other
person whatsoever;
Insurance 4.1 In respect of any loss or damage sustained by the Tenant
as a result of the letting or leasing of any part of the
Building to any person or company for any purpose whatsoever
permitted by the Government Lease and in particular, but
without limiting the generality of the foregoing, in respect
of any increase in premium under all or any insurance
policies taken out by the Tenant relating to the Premises or
any part thereof or the content therein and/or all premium
required to be paid by virtue of any insurance policies taken
out by the Tenant relating to the Premises or any part
thereof or the contents therein being avoided as a result of
the matters aforesaid or in respect of any loss damage or
injury sustained by the Tenant, its servants agents licensees
and contractors as a result of any accident in the Building;
Lifts
utilities, etc. 4.2 In respect of any loss or damage to person or
property sustained by the Tenant or any such person caused by
or through or in any way owing to any defect in or breakdown
of the lifts, electric power and water supplies, or any other
building service provided in the Building;
Fire and overflow 4.3 In respect of any loss or damage to person or property of
water sustained by the Tenant or any other person caused by
or through or 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.
5. Suspension of Rent and Other Charges
Suspension of
rent and other
charges If the Premises or any part thereof shall at any time during
the Term be destroyed or damaged or become inaccessible owing
to 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 due to the default
of the Tenant so as to render the Premises or any part
thereof unfit for use or inaccessible and the policy or
policies of insurance effected by the Landlord shall not have
been vitiated or Payment of the policy monies
19
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 the Term the Premises or any part thereof
shall be condemned as a dangerous structure or a demolition
order or closure order shall become operative in respect of
the Premises or any part thereof then the rent and other
charges hereby reserved or a fair proportion thereof (such
proportion to be determined by the Landlord whose decision
shall be final and binding) according to the nature and
extent of the damage sustained or order made shall from that
occurrence of such event be suspended until the Premises or
the part thereof affected shall again be rendered accessible
and fit for habitation and use Provided Always that the
Landlord shall be under no obligation to reinstate and repair
the Premises if in its opinion it is not economical or
practicable to do so and Provided that if the Premises or the
part thereof affected shall not have been reinstated or
rendered accessible or such closure order be uplifted in the
meantime either the Landlord or the Tenant may at any time
after three months from the occurrence of such damage or
destruction or order or inaccessibility give to the other of
them notice in writing to determine this Agreement and
thereupon the same and everything herein contained shall
cease and be void as from the date of the occurrence of such
destruction or drainage or order or inaccessibility of the
Premises or any part thereof but without prejudice to the
rights and remedies of either party against the other in
respect of any antecedent claim or breach of the covenants,
stipulations terms and condition herein contained or of the
Landlord in respect of the rent and other charges payable
hereunder prior to the coming into effect of the
determination of the Agreement;
6. Default in Payments
It is hereby expressly agreed and declared as follows:
Default 6.1 If the rent and/or the monthly Service Charges and any
other charges, payable hereunder 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 become, bankrupt or being a corporation go into
liquidation (save for the purposes of amalgamation or
reconstruction) or if the Tenant shall suffer execution to be
levied upon the Premises an 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
20
breach 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 sw
be recoverable from the Tenant as a debt or be deductible by
the Landlord from any deposit held by the Landlord hereunder.
Notwithstanding anything herein contained in the event of
default in payment of the Service Charges on the date an
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 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;
Overdue interest 6.2 Without prejudice to any other right or action by the
Landlord provided in this Agreement, if the rent and/or
Government Rent and/or rates and/or the Service Charges (if
any) and/or any other charges payable hereunder or any part
thereof shall be in arrears, it is hereby expressly agreed
and declared that the Landlord hereby reserves the right to
charge the Tenant overdue interest on the amount in arrears
at the rate of 2% per month for each month or part thereof
that the amount remains in arrears.
Acceptance of
rent 6.3 The acceptance of any rent and other charges by the
Landlord hereunder shall not be deemed to operate as a waiver
by the Landlord of any rights to proceed against the Tenant
in respect of any breach non-observance or non-performance by
the Tenant of any of the covenants stipulations terms and
conditions herein contained and on the part of the Tenant to
be observed and performed.
Acts of
employees 6.4 For the purpose of these presents any act default neglect
or invitees and omission of any guest visitor servant
contractor employee licensees agent invitee or license of the
Tenant shall be deemed to be the act default neglect or
omission of the Tenant.
Distraint 6.5 For the purposes of Part III of the Landlord and Tenant
(Consolidation) Ordinance (Chapter 7) and of these presents,
the rent payable in respect of the Premises shall be and be
deemed to be in arrears if not paid in advance at the time
and in the manner hereinbefore provided for Payment thereof.
21
7. Deposit
Deposit 7.1 The Tenant shall on the signing hereof deposit and at all
times during the said term maintain with the Landlord a total
sum of HK$104,792.00 consisting of a sum equivalent to 3
months' rental and Service Charges and 3 months' rates
payable in respect of the Premises, 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 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
Service Charges Government 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
the monthly rent and Service Charges being increased during
the Term and the renewal period (if any) the deposit shall
forthwith be increased in like proportion to the increase in
the monthly rent and Service Charges and the provisions of
this Clause shall apply to the deposit as so increased. In
the event of any deduction being made by the Landlord from
the said deposit in accordance herewith the Tenant shall
forthwith on demand by the Landlord make a further deposit
equal to the amount so dedicated and failure by the Tenant so
to do shall entitle the Landlord forthwith to re-enter upon
the Premises and to determine this Agreement.
Repayment of
deposit 7.2 Subject as aforesaid the said deposit shall be refunded
to the Tenant by the Landlord without interest within 14 days
after the expiration or sooner determination of this
Agreement and delivery of vacant possession of the Premises
to the Landlord in accordance with Clause 2.7 hereof and
after settlement of the list outstanding claim by the
Landlord against the Tenant for any arrears of rent. Service
Charges Government Rent rates and other charges and for any
breach non-observance, or nonperformance of any of the
agreements stipulations; obligations or conditions herein
contained and on the part of the Tenant to be observed or
performed whichever shall be the later.
22
8. Landlord's Regulations
Introduction of
Regulations 8.1 The Landlord reserves the right from time to time and by
regulations notice in writing to the Tenant to make introduce
and subsequently amend adopt or abolish if necessary such
Regulations as it may consider necessary for the proper
operation and maintenance of the Building.
Conflict 8.2 Such Regulations shall be supplementary to the terms and
conditions contained in this Agreement and shall not in any
way derogate from such text 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.
9. Interpretation and Miscellaneous
Marginal notes 9.1 The Marginal Notes are intended for guidance only and do
not form a part of this Agreement nor shall any of the
provisions of this Agreement be construed or interpreted by
reference thereto or in any way affected or limited thereby.
Landlord and
Tenant
legislation 9.2 The Tenant hereby expressly agrees to deprive itself of
any and all rights to protection against eviction provided by
any existing legislation or by any future 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 not
a waiver 9.3 No condoning, excusing of overlooking by the Landlord a
waiver of any default, breach or non-observance or non
performance by the Tenant at any time or times of any of the
agreements stipulations terms and conditions herein contained
shall operate as a waiver of the Landlord's rights hereunder
in respect of any continuing or subsequent default, breach or
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 only for the particular matter to which
it relates and in no way shall be considered as a waiver or
release of any of the provisions hereof nor
23
shall it be construed as dispensing with the necessity of
obtaining the specific written consent of the Landlord in the
future, unless expressly so provided.
Letting notices
and entry 9.4 During the Term the Landlord shall be at liberty to affix
and maintain without interference upon any external part of
the Premises a notice stating that the Premises are to be let
or sold and such other information in connection therewith as
the Landlord shall reasonably require and the Tenant shall
permit persons authorized by the Landlord to enter and view
the Premises at reasonable times by prior appointment with
the Tenant.
Service of
notice 9.5 Any notice required to be served on the Tenant shall be
sufficiently served if delivered to or dispatched 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.
Name of
Building 9.6 The Landlord reserves the right to rename the Building
with any such name or style as in its sole discretion may
determine and at any time and from time to time to change,
alter, substitute or abandon any such name and the Landlord
shall not be liable in damages to the Tenant or be made a
party to any other proceedings or for costs or expenses of
whatsoever nature incurred by the Tenant as a result of such
change.
Gender 9.7 In this Agreement if the context permits or requires
words importing the singular number shall include the plural
number and vice versa and words importing the masculine
feminine or neuter gender shall include the other of them.
Stamp duty and
legal costs 9.8 Each party shall pay its own solicitors' costs and legal
costs disbursements of and incidental to this Agreement. The
Stamp Duty payable on this Agreement and its counterpart
shall be borne by the Landlord and the Tenant in equal
shares. The Land Registry registration fees of this Agreement
shall be borne by the Tenant solely.
Definition of 9.9 Where more than one person is included under the Tenant
designation of the Tenant all such persons shall be jointly
and severally liable for the performance and observance of
the terms, agreements and obligations herein contained and on
the Tenant's part to be performed
24
and observed whether such persons hold as Tenants in Common,
Joint Tenants or otherwise.
Sale and
Redevelopment 9.10 If the Landlord resolves to sell, redevelop, rebuild or
refurbish the Premises of a substantial part thereof (which
intention shall be sufficiently evidenced by a copy of the
resolution of its Board of Directors certified by its
Secretary to be a true and correct copy) then in such event
the Landlord shall be entitled to give not less than 6 clear
calendar months' notice in writing to expire at any time to
terminate this Agreement, and immediately upon the expiration
of such notice this Agreement shall terminate 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 covenants restrictions stipulations or conditions
herein contained. Redevelopment and/or refurbishing for the
purpose of this Clause shall mean the demolition of the whole
Premises or a substantial part or parts (but not necessarily
a major part) thereof whether or not including any main walls
exterior walls or roof of the Premises and whether or not any
part thereof is to be rebuilt or reconstructed in the same or
any other manner.
Landlord's right
to carry out
renovation 9.11 The Tenant acknowledges that the Landlord will carry out
renovation works to the Building and for this purpose the
Landlord reserves the right for its servants agents
contractors and their respective employees to enter upon the
Premises and any part of the Building with all necessary
equipment plant and materials for the purpose of carrying out
such renovation works and under no circumstances whatsoever
shall the Tenant be entitled to claim any damages or
compensation from the Landlord for any inconvenience noise or
disturbance caused by such renovation works.
Exclusion of
warranties 9.12 The Landlord does not represent or warrant that the
Premises are suitable for the use or purposes specified in
Part IV of the First Schedule hereto and the Tenant shall
satisfy itself or shall be deemed to have satisfied itself
that the Premises are suitable for the purposes for which
they are to be used and the Tenant hereby agrees that it will
at its own expense apply for any requisite license or permit
from the Government or Public Authorities in respect of the
carrying on of the Tenant's business therein and shall comply
with all Ordinances, Regulations, Orders, Notices or Rules
made by the Government or Public Authorities in connection
with the conduct of such business by
25
the Tenant in the Premises and the Tenant shall indemnify the
Landlord in respect of any breach by the Tenant of this
Clause.
Landlord not
bound 9.13 The Landlord shall not be bound by any oral by oral
representation representations or oral promises with respect
to the Building and its appurtenances or in respect of the
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.
Approval of
Landlord 9.14 No approval by the Landlord is valid unless it is in
writing and signed by the Landlord or its authorized agents.
26
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
Tenant: INTERNATIONAL SMC (HK) LIMITED whose registered office is
situate at Unit 519, Vanta Industrial Centre, 21-33 Tai Lin
Pai Road, Kwai Chung, New Territories.
PART II
Premises: All Those Units 2 and 3 on the Lower One Floor or the
building known as MIRROR TOWER, 61 MODY ROAD, TSIMSHATUI
EAST, KOWLOON erected on All That piece or parcel of ground
registered in the Land Registry as KOWLOON INLAND LOT NO.
10587 (which Units are more particularly delineated and
coloured Pink on the plan annexed hereto).
PART III
Term: Two years commencing on 1st September 2000 and expiring on
31st August 2002 (both days inclusive).
PART IV
User: The Premises shall be used as an office only.
27
THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
RENT
Period Amount
From 1st September 2000 to 30th September 2000 Rent-free. The Tenant shall be
(both days inclusive) and responsible for payment of Government
From 1st September 2001 to 30th September 2001 Rent, rates and Service Charges and
(both days inclusive) other outgoings during the rent-free
periods.
From 1st October 2000 to 31st August 2001 HK$25,000.00 per month (exclusive
(both days inclusive) and of Government Rent, rates and Service
From 1st October 2001 to 31st August 2002 Charges).
(both days inclusive)
PART II
SERVICE CHARGES
HK$8,718.00 per calendar month subject to increase as provided in Clause 2.1.2.
28
AS WITNESS whereof the said parties have executed this Agreement the
day and year first above written.
SIGNED by )
)
for and on behalf of the Landlord )
whose signature is verified by: )
SIGNED by )
)
for and on behalf of the Tenant in )
the presence of: )
RECEIVED on or before the day )
and year first abovewritten of and from )
the Tenant the sum of HONGKONG DOLLARS )
ONE HUNDRED AND FOUR THOUSAND SEVEN ) HK$104,792.00
HUNDRED NINETY-TWO ONLY ) -------------
being the deposit. )
29