EXHIBIT 4.9
Dated the 30th day of October, 2003
SHK SHEUNG SHUI LANDMARK
INVESTMENT LIMITED
and
NISSIN PRECISION METAL
MANUFACTURING LIMITED
_______________________________
TENANCY AGREEMENT
of
Office No. 10 on Level 8 of "Landmark North," No. 39
Lung Sum Avenue, Shek Wu Hui, Sheung Shui, New
Territories, Hong Kong erected on Fanling Sheung Shui
Town Lot No. 94.
_______________________________
JOHNSON STOKES & MASTER,
SOLICITORS & C.
HONK KONG
SPCC/6545461/0/log
pc/jfd44488.w (310702)
TENANCY AGREEMENT
SECTION I
PARTICULARS
1.1 PARTIES
An Agreement made this 30th day of October, 2003:
BETWEEN the company detailed as the Landlord in Part I of the First
Schedule hereto (hereinafter called "the Landlord") of the one part and the
person firm or company detailed as the Tenant in Part I of the First Schedule
hereto (hereinafter called "the Tenant") of the other part.
WHEREBY:
1.2 PREMISES, TERM, RENT & USER
The Landlord hereby lets to the Tenant ALL THOSE the premises (hereinafter
referred to as "the Premises") forming part of all that building (hereinafter
referred to as "the Building") which said premises and said building are more
particularly described and set out in Part II of the First Schedule hereto
together with the use in common with the Landlord and all others having the like
right of the entrances staircases landings passages and toilets in the said
building in so far as the same are necessary for the proper use and enjoyment of
the Premises and except in so far as the Landlord may from time to time restrict
such use And together with the use in common as aforesaid of the lift service
escalators in the Building (if any and whenever the same shall be operating) for
the term set forth in Part III of the First Schedule hereto YIELDING AND PAYING
therefor throughout such term rent and other charges as are from time to time
payable in accordance with the provisions set out in Part I and Part II of the
Second Schedule hereto which sums shall be payable exclusive of rates clear of
all deductions on the first day of each calendar month the first and last of
such payments to be apportioned according to the number of days in the month
included in the said term and the Tenant agrees to use the Premises only for the
purpose as set forth in Part V of the First Schedule hereto and not for the sale
or provision of any other kind of goods service or other purpose whatsoever
without the express permission of the Landlord in writing.
1.3 DEMOLITION OR REFURBISHMENT
If the Landlord shall at any time. enter into a contract for the sale of
the Premises or the Building or any part thereof which include the Premises or
shall at any time resolve to demolish, re-build or refurbish the Building or any
part thereof which include the Premises (which resolution and the intention so
to do shall be conclusively evidenced by a copy of a resolution of its board of
directors certified by any one of its directors or its secretary to be a true
copy) then in such event the Landlord shall be entitled to give not less than 6
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 hut 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 restrictions stipulations or conditions herein contained. "Demolish"
and/or "rebuild" for the purposes of this Clause shall mean the demolition
and/or rebuilding of the whole of the Building or a part or parts 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 re-built or reconstructed in the
same or any other manner. "Refurbish" may or may not include demolition of the
Building or any part thereof.
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SECTION II
RENT AND OTHER CHARGES
The Tenant covenants with the Landlord as follows:
2.1 RENT
To pay on the days and in the manner hereinbefore provided the said rent.
2.2 MANAGEMENT CHARGES AND AIR-CONDITIONING
To pay to the Landlord punctually throughout the said term contributions
towards the costs and expenses or charges for the maintenance and supply of
central air-conditioning (if any) and the provision of management services to
the Premises the current rate of which is set forth in Part II of the Second
Schedule hereto subject to the following
(a) Such contributions shall be paid by the Tenant to the Landlord
in advance on the first day of each and every calendar month without deduction
whatsoever,
(b) In the event of a deficiency occurring or seeming to the
Landlord likely to occur, the Landlord shall he entitled to demand collect and
recover from the Tenant such additional contributions or charges as the Landlord
may determine. The Landlord's assessment of the amount of deficiency and the
amounts of additional contributions or charges shall be conclusive and binding
on the Tenant.
(c) If the Tenant shall require air-conditioning outside the hours
set out in Part I of the Third Schedule hereof, the same may be provided on
reasonable advance notice to the Landlord at such rate as the Landlord may from
time to time charge for providing the same. The Tenant shall pay the cost of the
additional air-conditioning on receipt of the demand note therefor which may be
rendered weekly or at such other intervals as the Landlord may decide.
(d) The Landlord shall be entitled from time to time to increase the
contributions or charges provided for in this Clause if in the opinion of the
Landlord there is or is likely to be an increase in the costs including overhead
costs of the Landlord for the provision of air-conditioning or management
services. If the increased contributions or charges exceed the last applicable
contributions or charges. by more than ten per cent, the Landlord may give the
Tenant a brief explanatory memorandum of such increases but in any event the
Landlord's assessment of the increases shall be conclusive and binding on the
Tenant.
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2.3 RATES
To pay and discharge all rates taxes assessments duties impositions
charges and outgoings whatsoever now or hereafter to be imposed or levied on the
Premises or upon the owner or occupier in respect thereof by the Government of
the Hong Kong Special Administrative Region of the People's Republic of China or
Other lawful authority (Property Tax alone excepted). Without prejudice to the
generality of this Clause the Tenant shall unless the Landlord otherwise directs
pay all rates imposed on the Premises in the first place to the Landlord who
shall settle the same with the Government of the Hong Kong Special
Administrative Region of the People's Republic of China and in the event of the
Premises not yet having been assessed to rates the Tenant shall pay to the
Landlord a sum equal to the rates which would be charged by the Government of
the Hong Kong Special Administrative Region of the People's Republic of China on
the basis of a notional rateable value equal to twelve months' rent payable by
the Tenant on account of the Tenant's liability under this Clause which sum
shall be payable on a quarterly basis in advance and any overpayment or
underpayment by the Tenant shall be adjusted when the Premises have been
assessed to rates.
2.4 UTILITY CHARGES AND DEPOSITS
To pay and discharge all deposits and charges in respect of gas water
electricity air-conditioning and telephone as may be shown by or operated from
the Tenant's own metered supply or by accounts rendered to the Tenant in respect
of all such utilities consumed on or in the Premises.
SECTION III
TENANT'S OBLIGATIONS
The Tenant further covenants with the Landlord:
3.1 COMPLIANCE WITH ORDINANCES
To obey and comply with and to indemnify the Landlord against the breach
of all Ordinances, regulations, bye-laws, rules and requirements of any
Governmental or other competent authority relating to the use and occupation of
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 or
licensee of the Tenant and without prejudice to the foregoing to obtain any
licence approval or permit required by any Governmental or other competent
authority in connection with the Tenant's use or occupation of the Premises
prior to the commencement of. the Tenant's business and to maintain the same in
force during the currency of this tenancy and to indemnify the Landlord against
the consequences of a breach of this provision and to notify the Landlord
forthwith in writing of any notice received from any statutory or public
authority concerning or in respect of a possible breach of this Clause.
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3.2 FITTING OUT
To accept the condition of the Premises as at the commencement of this
Agreement and to fit out the interior of the Premises in a good and proper
workmanlike fashion using good quality materials and in accordance with the
requirements and provisions of Section XI hereof and to maintain the same
throughout the said term in good condition and repair to the satisfaction of the
Landlord. In carrying out any approved work hereunder, the Tenant shall, and
shall cause his servants agents contractors and workmen to co-operate fully with
the Landlord and all servants agents and workmen of the Landlord and with other
tenants or contractors carrying out any work in the Building. The Tenant shall
obey and cause his servants agents contractors and workmen to obey and comply
with all instructions and directions which may be given by the Landlord's
servants or agents or other authorised representatives in connection with the
carrying out of such work.,
3.3 INSTALLATION OF TELEPHONE CABLES
The Tenant shall make his own arrangements with the relevant
telecommunications companies with regard to the installation of telephones and
other communication systems in the Premises, but the installation of telephone
lines and communication lines outside the Premises must be in accordance with
the Landlord's directions.
3.4 GOOD REPAIR OF INTERIOR
To keep all the interior of the Premises including the flooring and
interior plaster or other finishing material or rendering to walls floors and
ceilings and the Landlord's fixtures and fittings therein and all additions
(whether of the Landlord or the Tenant) thereto including all doors windows
electrical installations and wiring light fittings suspended ceilings fire
fighting apparatus and air-conditioning plant and ducting in good clean
tenantable substantial and proper repair and condition and as may be appropriate
from time to time properly painted and decorated and so to maintain the same at
the expense of the Tenant, and to deliver up the same to the Landlord at the
expiration or sooner determination of the said term in like condition and
without prejudice to the generality of the foregoing during the last year of the
term hereby reserved to repaint and decorate the interior of the Premises.
3.5 REPLACEMENT OF WINDOWS
To pay to or reimburse the Landlord the cost of replacing all broken or
damaged windows or glass of the premises (or elsewhere if used exclusively by
the Tenant) whether the same be broken or damaged by the negligence of the
Tenant or owing to circumstances beyond the control of the Tenant.
3.6 REPAIR OF ELECTRICAL INSTALLATIONS
To repair or replace if so required by the appropriate Company or
authority under the terms of the Electricity Supply Ordinance or any statutory
modification or re-enactment thereof or any Regulations made thereunder or if
the same becomes dangerous or unsafe all the electricity wiring installations
and fittings within the Premises and the wiring from the Tenant's meter or
meters to and within the same and the Tenant shall permit the Landlord and its
authorised representatives to test the same at any time upon request being made.
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3.7 GOOD REPAIR OF TOILETS AND WATER APPARATUS
At the expense of the Tenant to maintain toilets and water apparatus as
are located within the Premises (or elsewhere if used exclusively by the Tenant
or its licensees) in good clean and tenantable state and in proper repair and
condition at all times during the said term to the satisfaction of the Landlord
and in accordance with the Regulations of the Public Health or other Government
Authority concerned and not to use or permit or suffer to be used any toilet
facilities whether shared with other tenants or occupiers of the Building or
reserved exclusively for the use of the Tenant for any purpose other than that
for which they are intended and not to throw or permit or suffer to be thrown
into any W.C. pan, urinal, basin sink or other toilet fitting any foreign or
deleterious substance of any kind and to pay to the Landlord on demand the cost
of any breakage, blockage or damage resulting from a breach of this provision.
3.8 CLEANING AND CLEANING CONTRACTORS
To keep the Premises. including all external windows lights at all times
in a clean and sanitary state, and condition and for the better observance
hereof the Tenant shall only employ as cleaners of the Premises such persons or
firms as may be approved by the Landlord. Such cleaners shall be employed at the
expense of the Tenant,
3.9 CLEANING OF DRAINS
To pay on demand to the Landlord the cost incurred by the Landlord in
cleansing and clearing any of the drains choked or stopped up owing to improper
or careless use by the Tenant or his employees invitees or licensees.
3.10 TO PERMIT LANDLORD TO ENTER
To permit the Landlord its agents and all persons authorised by it with or
without workmen or others and with or without appliances at all reasonable times
to enter upon the Premises to view the condition thereof or so as to gain access
to any common areas or common facilities whether or not serving the Premises
exclusively and upon prior notice to the Tenant to take inventories of the
fixtures fittings and common facilities therein and to carry out any work or
repair required to be done. In the event of an emergency, the Landlord its
servants or agents will enter the Premises without notice and forcibly provided
that the Tenant cannot be reached by the Landlord.
3.11 TO EXECUTE REPAIR ON RECEIPT OF NOTICE
To make good all defects and wants of repair to the Premises for which the
Tenant may be responsible hereunder within the space of one month from the
receipt of written notice from the Landlord to amend and make good the same, and
if the Tenant shall fail to execute such works or repairs as aforementioned to
permit the Landlord to enter upon the Premises and execute the same and the cost
thereof shall be a debt from the Tenant to the Landlord and be recoverable
forthwith by action.
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3.12 INFORM LANDLORD OF DAMAGE
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 (if any) electrical wiring or fittings, fixtures or Other services or
facilities within the Premises.
3.13 PROTECTION FROM TYPHOON
To take all reasonable precautions to protect the interior of the Premises
from storm or typhoon damage.
3.14 INDEMNIFICATION OF LANDLORD
To be wholly responsible for any damage or injury caused to any person
whomsoever directly or indirectly through the defective or damaged condition of
any part of the interior of the Premises or any machinery or plant or fixtures
or fittings or wiring or piping therein for the repair of which the Tenant is
responsible hereunder 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 his servants agents contractors licensees
partners or customers and to make good the same by payment or otherwise and to
indemnify the Landlord against all costs claims demands actions and legal
proceedings whatsoever made upon the Landlord by any person in respect of any
such loss damage or injury and all costs and expenses incidental thereto, and to
effect adequate insurance cover in respect of such risks in accordance with the
provisions of Clause 3.15 hereof.
3.15 TENANT'S INSURANCES
To effect and maintain during the currency of this tenancy insurance
,cover in respect of the following:
(a) THIRD PARTY
In respect of liability for loss injury or damage to any person or
property whatsoever caused through or by any act default or neglect of the
Tenant which might give rise to a claim for indemnity pursuant to Clause 3.14
hereof. The policy of insurance shall be effected with a reputable insurance
company and shall be endorsed to show the Landlord as owner of the Premises and
shall be in an amount of not less than HK$1,000,000.00 (in the case of the
Premises being less than 5,000 square feet in area) or not less than
HK$2,500,000.00 (in the case of the Premises being not less than 5,000 square
feet in area) or in such Other amount as the Landlord may from time to time ,
reasonably require. The Tenant hereby further undertakes to produce to the
Landlord as and when required by the Landlord such policy of insurance together
with a receipt for the last payment of premium and a certificate from the
insurance company that the policy is in all respects valid and subsisting.
(b) GLASS
All glass now or hereafter on or in the Premises for its full replacement
value.
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(c) WATER DAMAGE
Against damage to stock fixtures and fittings for the full insurable value
occurring in respect of the use or misuse of. the fire .sprinkler system
installed within the Premises or the incursion of water therein.
(d) TENANT'S FITTINGS STOCK
The Tenant's fittings stock and equipment within the Premises against fire
and extraneous perils for their full replacement value.
3.16 AIR-CONDITIONING OF PREMISES
Where any plant machinery or equipment for cooling ventilation or
circulating air is installed in or about the Premises (whether by: the Landlord
or the Tenant) the Tenant will to the extent of the Tenant's control over the
same at all times use and regulate the same to ensure that the air-conditioning
plant is employed to best advantage in the conditions from time to time
prevailing and without prejudice to the generality of the foregoing will operate
and maintain such air-conditioning plant machinery and equipment within the
Premises as the Landlord may reasonably determine to ensure a reasonably uniform
standard of air cooling or ventilation throughout the Building.
3.17 REFUSE AND GARBAGE REMOVAL
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 container as is specified by the Landlord from time
to time. In the event of the Landlord providing a collection service for refuse
and garbage the same shall be used by the Tenant to the exclusion of any other
similar service and the use of such service provided by the Landlord shall be at
the sole cost of the Tenant. If wet garbage is removed from the Premises, any
extra costs charged by the" relevant governmental department for removal of the
same shall be borne by the Tenant.
3.18 SERVICE ENTRANCES
To load and unload goods only at such times and through such entrances and
by such service lifts (if any) as shall he designated by the Landlord for this
purpose from time to time.
3.19 COMMON AREAS
To pay to or reimburse to the Landlord the cost of any damage caused to
any part of the common areas and common services and facilities of the Building
occasioned by the Tenant his licensees employees agents or contractors or any
other person claiming through or under the Tenant.
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3.20 CONTRACTORS EMPLOYEES INVITEES AND LICENSEES
To be liable for any act default negligence or omission of the Tenant's
contractors, employees, invitees, agents, partners, customers or licensees as if
it were the act, default negligence or omission of the Tenant and to indemnify
the Landlord against all costs claims demands expenses or liability to any third
party in connection therewith.
3.21 DIRECTORY BOARDS
To pay the Landlord immediately upon demand the cost of affixing repairing
or replacing as necessary the Tenant's name in lettering to the directory boards
(if any) at the Building.
3.22 OUTSIDE WINDOWS
To keep all windows of the Premises closed at all tunes and not to open
any of the windows of the Premises save when the air-conditioning system is not
in operation.
3.23 KEEP PREMISES OPEN
To keep the Premises open for business at all times of the year during the
normal business hours for office premises of the Building namely the hours set
forth in Part I of the Third Schedule and without prejudice to the generality of
the foregoing any suspension of the Tenant's business for a period of more than
fourteen days without the prior consent of the Landlord shall constitute a
material breach of this provision entitling the Landlord to determine this
Agreement and to regain possession of the Premises,
3.24 CONDUCTING OF BUSINESS
To conduct the business of the Tenant so as not to prejudice the goodwill
and reputation of the Building as a first class commercial and office complex
with shopping centre.
3.25 REGULATIONS
To obey and comply with such Regulations as may from time to time be made
or adopted by the Landlord in accordance with Section X hereof.
3.26 SECURITY SYSTEM
To ensure that its own security system within and at the entrance of the
Premises is at all times compatible with and linked up to the security system
for the Building (if any) provided and operated by the Landlord..
3.27 YIELD UP PREMISES AND HANDOVER
To yield up the Premises with all 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 contained Provided That where the Tenant has made any alterations or
installed any fixtures or additions to the Premises with or without the
Landlord's written consent the Landlord may at its discretion require the Tenant
to reinstate remove or do away with such alterations fixtures 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.
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3.28 ADJACENT EXCAVATION OR SHORING
If any excavation or other building works shall be made or authorised in
the vicinity of the Building, the Tenant shall permit the Landlord its servants
or agents to enter the Premises UPON prior notice to the Tenant to do such work
as may be deemed necessary to preserve the exterior walls of the Building from
injury or damage without any claim for damages or indemnity against the
Landlord.
3.29 RE-DECORATION OF PREMISES
At the expiration of each period of three years during the said term of
this Agreement (if the said term exceeds three years) and also in the last three
months thereof whether determined by effluxion of time or otherwise to paint,
french polish or otherwise treat as the case may be all the inside wood and
metal work of the Premises in a workmanlike manner and grain varnish and clean
the parts of the Premises usually grained, varnished and cleaned and to paint or
paper with good quality materials in a workmanlike manner all walls and ceilings
of the Premises usually painted or papered as the case may be, such decoration
in the last three months of the said term to be executed in such colours
patterns and materials as the Landlord may require.
3.30 SECURITY GUARDS
To employ as security guards of the Premises only such persons or such
firm as may be approved by the Landlord. Such security guards shall be employed
at the sole expense of the Tenant.
3.31 PIPES AND CONDUITS
To permit the Landlord to erect use and maintain pipes and conduits in and
through the Premises. The Landlord or its agents shall have the right to enter
the Premises at all reasonable times to examine the same upon the prior notice
to the Tenant. Provided that the permission to the Landlord to use such pipes
and conduits shall extend to the use of such pipes and conduits by the
Landlord's authorised tenants and licensees, as the case may be. The Tenant
accepts that there may exist in the Premises ducts pipes cables wires meters and
facilities not serving the Premises exclusively and no claim or objection
thereto shall be made by the Tenant.
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SECTION IV
LANDLORD'S OBLIGATIONS
The Landlord covenants with the Tenant as follows:
4.1 QUIET ENJOYMENT
To permit the Tenant (duly paying the rent and other charges hereby agreed
to be paid on the days and in manner herein provided for payment of the same and
rates and observing and performing the agreements stipulations terms conditions
covenants and obligations herein contained) to have quiet possession and
enjoyment of the Premises during the said term without any interruption by the
Landlord or any person lawfully claiming under or through or in trust for the
Landlord.
4.2 PROPERTY TAX
To pay the Properly Tax attributable to or payable in respect of the
Premises.
SECTION V
RESTRICTIONS AND PROHIBITIONS
The Tenant hereby covenants with the Landlord as follows:
5.1 INSTALLATION AND ALTERATIONS
(a) Not without the previous written consent of the Landlord, to.
erect install or alter any fixtures partitioning or other erection or
installation in the Premises or to make suffer or permit to be made any
disturbance alterations or additions to the mechanical or electrical wiring
installation air-conditioning ducting pipes and conduits (if any) and lighting
fixtures or any part thereof or which may affect or be likely to affect the
supply of water, electricity or other utility or service to or in the Building
nor without the like consent to install or permit or suffer to be installed any
equipment apparatus or machinery including any safe which imposes a weight on
any part of the flooring in excess of that for which it was designed or in
excess of the loading of the electrical installations in the Building. The
Landlord shall be entitled to prescribe the maximum loading of the electrical
main or wiring and the maximum weight and permitted location of safes and other
heavy equipment and to require that the same stand on supports of such
dimensions and material to distribute the weight as the Landlord may deem
necessary.
(b) In carrying out any approved work hereunder the Tenant its
servants agents contractors and workmen shall obey and comply with all
instructions and directions which may be given by the Landlord or its authorised
representatives in connection with tile carrying out of such work.
(c) Any fees or expenses incurred by the Landlord in connection with
the giving of consents hereunder shall be borne by the Tenant.
5.2 INJURY TO MAIN WALLS
Not without the previous written consent of the Landlord to cut maim or
injure or permit or suffer to be cut maimed or injured any doors windows walls
beams structural members or other part of the fabric of the Premises.
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5.3 ALTERATION TO EXTERIOR
Not to affix anything or paint or make any alteration whatsoever to the
exterior of the Premises save as provided in Clause 5.6 hereof.
5.4 OBSTRUCTION TO OUTSIDE WINDOWS
Not to block up darken or obstruct or obscure any of the windows or lights
belonging to the Premises without having obtained the express written consent of
the Landlord which consent may be given subject to such conditions as the
Landlord may in its absolute discretion consider fit to impose.
5.5 NOISE
Not to cause or produce or suffer or permit to be produced on or in the
Premises any sound or noise (including sound produced by broadcasting from
television, radio and any apparatus or 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 neighbouring premises or to users and customers of the same or to
the Landlord.
5.6 SIGNS
Not without the written consent of the Landlord to exhibit or display on
or affix to the exterior of the Premises any writing sign signboard or other
device whether illuminated or not nor to affix any writing sign signboard or
other device in at or above any common area lobby landing or corridor of the
Building. Provided always that the Tenant shall be entitled to have its name and
business displayed in lettering and/or characters to a design and standard of
workmanship approved by the Landlord on a signboard upon the front of the
Premises. If the Tenant carries on business under a name other than its own name
he shall be entitled to have that name displayed as aforesaid but the Tenant
shall not be entitled to change the business name without previous written
consent of the Landlord and without prejudice to the foregoing the Landlord may
in connection with any application for consent under this Clause require the
Tenant to produce such evidence as it may think fit to show that no breach of
Clause 5.18 has taken place or is about to take place.
5.7 AUCTIONS AND SALES
Not to conduct or permit any auction fire bankruptcy close out or similar
sale of things or properties of any kind to take place on the Premises.
5.8 ILLEGAL IMMORAL OR IMPROPER USE
Not to use or cause permit or suffer to be used any part of the Premises
for gambling or for any, illegal immoral or improper purposes or in any way so
as to cause nuisance annoyance inconvenience or damage or danger to the Landlord
or the tenants or occupiers of adjacent or neighbouring premises.
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5.9 NO TOUTING
Not to permit any touting or soliciting for business or the distributing
of any pamphlets notice or advertising matter outside the Premises or anywhere
within the Building by any of the Tenant's servants agents or licensees,
5.10 SLEEPING OR DOMESTIC USE
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 contents of the Premises
and the names of the watchmen shall first be registered with the Landlord prior
to its giving such permission.
5.11 MANUFACTURE AND STORAGE OF MERCHANDISE
Not to use the Premises for the manufacture of goods or merchandise or for
the storage of goods or merchandise other than stock or materials in small
quantities reasonably required in connection with and consistent with the
Tenant's trade or business carried on therein by way of samples and exhibits nor
to keep or store or cause or permit or suffer to he kept or stored any extra
hazardous or dangerous goods within the meaning of the Dangerous Goods Ordinance
and the regulations thereunder or any statutory modification or re-enactment
thereof.
5.12 OBSTRUCTIONS IN PASSAGES
Not to place or leave or suffer or permit to be placed or left by any
agent contractor employee invitee or licensee of the Tenant any boxes furniture
articles or rubbish in the entrance or any of the staircases passages or
landings of the Building used in common with other tenants or the Landlord or
otherwise encumber the same.
5.13 PARKING AND LOADING OUTSIDE PREMISES
Not to park in obstruct or otherwise use nor permit to be parked in
obstructed or otherwise used by any employee agent contractor invitee or
licensee of the Tenant those areas (if any) of the Building allocated to parking
the movement of or access for vehicles or designated as loading/unloading areas
other than in accordance with the Regulations made from time to time by the
Landlord.
5.14 GOODS AND MERCHANDISE OUTSIDE THE PREMISES
Not to place expose or leave or permit to be placed exposed or left for
display sale or otherwise any goods or merchandise whatsoever upon or over the
ground outside the Premises without the prior permission of the Landlord.
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5.15 PREPARATION OF FOOD AND PREVENTION OF ODOURS
Not to cook or prepare or permit or suffer to be cooked or prepared any
food in the Premises or to cause or permit any offensive or unusual odours to be
produced upon or emanated from the Premises.
5.16 FOOD BY SERVICEWAYS
Not to permit or allow any, food or food containers or furniture or other
large or heavy objects to be brought onto or removed from the Premises except by
way of service entrances service exits and (if any) service lifts or otherwise
as may be directed by the Landlord from time to time and at such times as the
Landlord shall direct and not to permit passenger or service or cargo lifts to
be overloaded by weight in excess of the weight which such passenger or service
or cargo lifts are designed or permitted to carry.
5.17 ANIMALS, PETS AND INFESTATION
Not to keep or permit or suffer to be kept any animals or pets inside the
Premises and to take all such 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.
5.18 SUBLETTING, ASSIGNING
Not to assign underlet or otherwise part with the possession of the
Premises or any part thereof in any way whether by way of subletting lending
sharing or other means whereby any person or persons not named as a party to
this Agreement obtains the use or possession of the Premises or any part thereof
irrespective of whether any rental or other consideration is given for such use
or possession and in the event of any such transfer sub-letting sharing
assignment or parting with the possession of the Premises (whether for monetary
consideration or not) this Agreement shall absolutely determine and the Tenant
shall forthwith vacate the Premises on notice to that effect from the Landlord.
The Tenancy shall be personal to the Tenant named in the First Schedule to this
Agreement and without in any way limiting the generality of the foregoing the
following acts and events shall, unless approved in writing by the Landlord, be
deemed to be breaches of this Clause:-
(a) 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.
(b) In the case of a tenant who is an individual (including a sole
surviving partner of a partnership tenant) the death insanity or disability of
that individual to the intent that no right to use possess occupy or enjoy the
Premises or any part thereof shall vest in the executors administrators personal
representatives next of kin trustee or committee of any such individual.
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(c) In the case of a tenant which is a corporation any take-over
reconstruction amalgamation merger voluntary liquidation or change in the person
or persons who owns or own a majority of its voting shares or who otherwise has
or have effective control thereof.
(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 which consent the Landlord may give or withhold
at its discretion.
5.19 BREACH OF GOVERNMENT AGREEMENT, DEED OF MUTUAL CONVENANT, ETC.
Not to cause suffer or permit any contravention of the provisions of the
Government Agreement or Conditions under which Landlord holds the Premises, the
Deed of Mutual Covenant (if any) and any Sub-Deed of Mutual Covenant in respect
of the Building, and to indemnify the Landlord against any such breach.
5.20 BREACH OF INSURANCE POLICY
Not to cause or suffer or permit to. be done any act or thing whereby the
policy or policies of insurance on the Premises against damage by fire or
liability to third parties for the time being subsisting may become void or
voidable or whereby the rate of premium or premiums thereon may be increased,
and to repay to the Landlord on demand all sums paid by the Landlord by way of
increased premium or premiums thereon: and all expenses incurred by the Landlord
in and about any renewal of such policy or policies arising from or rendered
necessary by a breach of this Clause.
5.21 LOCKS
Not, without the previous written consent of the Landlord, to alter the
existing locks bolts and fittings on the entrance doors to the Premises nor to
install any additional hocks bolts or fittings thereon nor to alter or erect or
install any fixtures partitions doors gates metal grilles shutters, or other
similar erection or installation whatsoever whether of a temporary or permanent
nature in the Premises or in or at the doorway or entrance of the Premises or at
any of the fire exits therefrom or carry out any alteration erection or
installation works that might in any way contravene the regulations from time to
time in force of the Fire Services Department or other competent authority
concerned, nor in any other respect to contravene the said regulations.
5.22 AERIALS
Not to erect any aerial on the roof or walls of the Building nor the
ceiling or walls of the Premises.
5.23 NO GAMBLING
Not to permit gambling of any description whatsoever upon the Premises.
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5.24 TENANT'S ASSOCIATION
Not to form or organise or attempt or make any effort to form or organise
any tenant's association or union jointly with any tenants of the Building for
whatever objects or purposes during the continuance of the tenancy.
5.25 FIRE SHUTTERS
Not at any time during the term of this Agreement cause or permit or
suffer the area under the fire shutter if any or any is to be installed in the
Premises to be obstructed in any way whatsoever and to ensure that the design
and layout of the Premises shall be in such manner so as not to be in breach of
this Clause.
SECTION VI
EXCLUSIONS
The Landlord shall not in any circumstances be liable to the Tenant or any
other person whomsoever:
6.1 LIFTS, AIR-CONDITIONING, UTILITIES
In respect of any toss of profit or of business or boss of life or loss or
damage or injury to person or property sustained by the Tenant or any other
person. or any disruption or inconvenience suffered by the Tenant or any other
person caused by or through or in any way owing to any defect in or breakdown of
the lifts escalators and air-conditioning system (if any) condenser water supply
system (if any) electric power and water supplies, or any other service provided
in the Building, or
6.2 FIRE AND OVERFLOW OF WATER
In respect of any loss of profit or of business or loss of life or loss or
damage or injury to person or property sustained by the Tenant or any other
person or any disruption or inconvenience suffered by the Tenant or any other
person caused by or through or in any way owing to the escape of fumes smoke
fire odours or any other substance or thing or the overflow or leakage of water
from anywhere within the Building or the leakage or overflow of water into the
Building or any part thereof from anywhere outside the Building (whether the
overflow or leakage is from any pipes, drains, water tanks, water apparatus,
sprinkler system or other fire prevention or control apparatus) or the
decoration or fitting out of any part of the Building carried out by the
Landlord or any other tenants or occupiers of the Building, or
6.3 SECURITY
For the security and safekeeping of the Premises or any contents therein
and in particular but without prejudice to the generality of the foregoing the
provision (if any) by the Landlord of watchmen and caretakers or any mechanical
or electrical systems of alarm of whatever nature shall not create any
obligation on the part of the Landlord as to the security of the Premises or any
contents therein and the responsibility for the safety of the Premises and the
contents thereof shall at all times rest with the Tenant, or
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6.4 CAUSES OTHER THAN LANDLORD'S WILFUL DEFAULT
In respect of any loss of profit or of business or loss of life or loss or
damage or injury to person or property sustained by the Tenant or any other
person or any disruption or inconvenience suffered by the Tenant or any other
person unless. the same is caused by the wilful default or gross negligence of
the Landlord and the Landlord is otherwise liable for the same,
nor shall the rent and other charges hereinbefore mentioned or any part thereof
abate or cease to be payable on account of any of the foregoing.
SECTION VII
ABATEMENT OF RENT
7.1 SUSPENSION OF RENT IN CASE OF FIRE ETC.
If the Premises or the Building or any part thereof shall at anytime
during the tenancy be destroyed or damaged or become unfit for occupation not
due to any default of the Tenant but owing to fire earthquake subsidence of the
ground or Acts of God and the policy or policies of insurance effected by the
Landlord shall not have been vitiated or payment of policy moneys refused in
whole or in part. in consequence of any act or default of the Tenant or if at
any time during the continuance of this Tenancy the Premises or the Building
shall be condemned as a dangerous structure or a demolition order or closing
order shall become operative in respect of the Premises or the Building then the
rent hereby reserved or a fair proportion thereof according to the nature and
extent of the damage sustained or order made shall after the expiration of the
then current month be suspended until the Premises or Building shall again be
rendered fit for occupation provided that should the Premises or the Building
not have been reinstated in the meantime either the Landlord or the Tenant may
at any time after six months from the occurrence of such damage or destruction
or order give to the other of them notice in writing to determine this present
tenancy and thereupon the same and everything herein contained shall cease and
be void as from the date of the occurrence of such destruction or damage or
order or of the Premises becoming unfit for occupation but without prejudice to
the rights and remedies of either party against the other in respect of any
antecedent claim or breach of the agreements stipulations covenants terms and
conditions herein contained or of the Landlord in respect of the rent payable
hereunder prior to the coming into effect of the suspension.
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SECTION VIII
DEFAULT
It is hereby expressly agreed and declared as follows:
8.1 DEFAULT
If the rent and/or any charges payable hereunder or any part thereof shall
be in arrear for 15 days after the same shall have become payable (whether
formally demanded or not) or if there shall be any other breach or
non-performance of any of the stipulations conditions covenants 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 or otherwise on the Tenant's
goods then and in any such case it shall be lawful for the Landlord at any time
thereafter to re-enter on and upon the Premises or any part thereof in the name
of the whole and thereupon this Agreement shall absolutely determine but without
prejudice to any right of action by the Landlord in respect of any outstanding
breach or non-observance or non-performance by the Tenant of any of the terms of
this Agreement. All costs and expenses incurred by the Landlord in demanding
payment of the rent and other charges aforesaid (if the Landlord elects to
demand) or the extent of any loss to the Landlord arising out of this Clause
shall. be paid by the Tenant on a full indemnity basis and shall be recoverable
from the Tenant as a debt or be deductible by the Landlord from any deposit held
by the Landlord hereunder.
8.2 ACCEPTANCE OF RENT
The acceptance of any rent by the Landlord hereunder shall not operate and
shall not be regarded by the Tenant as a waiver by the Landlord of any right to
proceed against the Tenant in respect of any breach non-observance or
non-performance by the Tenant of any of the agreements stipulations terms
covenants and conditions herein contained and on the part of the Tenant to be
observed and performed.
8.3 INTEREST
Notwithstanding anything hereinbefore contained in the event of default in
payment of rent or other sums payable under this Agreement for a period of 15
days from 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 1.25% per month calculated from the date on which the same becomes due
for payment until the date of payment as liquidated damages and not as penalty
provided that the demand and/or receipt by the Landlord of interest 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.
8.4 DISCONNECTION OF ELECTRICITY SUPPLY
In addition and without prejudice to the Landlord's right under Clauses
8.1 and 8.3 hereof, the Landlord may, and the Tenant hereby specifically
authorises the Landlord, in the event of a default by the Tenant under this
Agreement, to cut off the supply of water, electricity and air-conditioning
chilled water to the Premises and to dispose of all objects including goods
merchandise equipment furniture and fixtures in or at the Premises in such
manner as the Landlord shall deem fit, and any expenses in connection therewith
shall be paid by the Tenant and shall he recoverable from it as a debt.
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8.5 ACTS OF EMPLOYEES INVITEES AND LICENSEES
For the purpose Of this Agreement any act default neglect or omission of
any guest visitor servant contractor employee agent partner invitee customer or
licensee of the Tenant shall be deemed to be the act default neglect or omission
of the Tenant.
8.6 RE-ENTRY
A written notice served by the Landlord on the Tenant in manner
hereinafter mentioned to the effect that the Landlord thereby exercises the
power of re-entry herein contained shall be a full and sufficient exercise of
such power without actual entry on the part of the Landlord.
8.7 DISTRAINT
For the purposes of Part III of the Landlord and Tenant (Consolidation)
Ordinance (Chapter 7) and of this Agreement, the rent payable in respect of the
Premises shall be and be deemed to be in arrear if not paid in advance at the
times and in the manner hereinbefore provided for payment thereof.
8.8 EXPENSES OF NOTICE OF DEFAULT
The Tenant shall pay all expenses (including surveyor's fees and
Solicitor's costs on a solicitor and own client basis) incurred by the Landlord
incidental to the preparation and service of a notice under Section 58 of the
Conveyancing and Property Ordinance (Cap.219) notwithstanding forfeiture is
avoided otherwise than by relief granted by the court.
SECTION IX
DEPOSIT
9.1 DEPOSIT
The Tenant shall on the signing hereof and at such other times (if any)
during the term of tenancy hereby created as are specified in Part III of the
First Schedule hereto deposit with the Landlord the sum or sums specified in
Part IV of the First Schedule to secure the due observance and performance by
the Tenant of the agreements stipulations terms and conditions herein contained
and on the part of the Tenant to be observed and performed which said deposit
shall be held by the Landlord throughout the currency of this Agreement free of
any interest to the Tenant with the right for the Landlord (without prejudice to
any other right or remedy hereunder) to deduct .therefrom the amount of ally
rent rates and other contributions or 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 obligations or conditions in the event of any deduction being made
by the Landlord from the said deposit in accordance herewith during the currency
of this Agreement the Tenant shall forthwith on demand by the Landlord make a
further deposit equal to the amount so deducted and failure by the Tenant so to
do shall entitle the Landlord forthwith to re-enter upon the Premises and to
determine this Agreement as hereinbefore provided.
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9.2 REPAYMENT OF DEPOSIT
Subject as aforesaid the said deposit shall be refunded to the Tenant by
the Landlord without interest within reasonable time after the expiration or
sooner determination of this Agreement and delivery of vacant possession to the
Landlord and after settlement of the last outstanding claim by the Landlord
against the Tenant for any arrears of rent rates and other charges and for any
breach non-observance or non-performance of any of the agreements stipulations
terms and conditions herein contained and on the part of the Tenant to he
observed or performed whichever shall be the later.
SECTION X
REGULATIONS
10.1 INTRODUCTION OF REGULATIONS
The Landlord shall be entitled from time to time and by 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 or management of the Building or any part thereof.
10.2 CONFLICT
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.
10.3 NOT LIABLE FOR LOSS
The Landlord shall not he liable for any loss or damage however caused
arising from any non-enforcement of the Regulations or non-observance thereof by
any third party.
SECTION XI
SUBMISSION AND APPROVAL OF PLANS
11.1 SUBMISSION OF TENANTS PLANS
Prior to the commencement of decoration or fitting out works to the
Premises the Tenant shall at its own cost prepare and submit to the Landlord
suitable drawings, plans and specifications of the works to be carried out by
the Tenant together with schematic sketches showing intent as to the Tenant's
design and layout proposals and together with the programme of work showing
their duration and work progress (hereinafter collectively called "the Tenant's
Plans") to enable the Premises to be fitted out and completed for the purposes
specified in this Agreement and in all respects in a style and manner
appropriate to first class commercial and office buildings. The Tenant s Plans
shall, without limitation:
20
(a) Include detailed drawings, plans and specifications for all
interior layout, decorations, fittings, installations, partitionings and floor
coverings;
(b) Include detailed drawings, plans and specifications of all
electrical installations which shall be connected to the electrical systems
installed by the Landlord;
(c) Include details of any proposed amendments, additions or
alterations to any electrical mechanical or other building services;
(d) Comply with all relevant Ordinances, regulations and bye-laws
from time to time issued by the Government of the Hong Kong Special
Administrative Region of the Peoples Republic of China.
11.2 ALTERATION TO BUILDING SERVICES
In order to enable the building services of the Building to be effectively
co-ordinated and controlled the Tenant agrees that all approved alterations to
the building services - (including drainage, air-conditioning, plumbing,
security and fire services) in or for the Premises shall be carried out at the
Tenant's expense only by the Landlord's contractor. For the avoidance of doubt,
the Tenant shall at his own cost and expenses be responsible for the application
and installation of all electricity meters, water meters and telephone and other
communication appliances and installations for the Premises. The Tenant shall at
the expiration or sooner determination of this Agreement if so required by the
Landlord at the Tenant's own expense reinstate the whole or any part of the
Premises in accordance with the Landlord's requirements.
11.3 APPROVAL OF PLANS
The Landlord will consider the Tenant's Plans and may in its absolute
discretion accept or reject the Tenant's Plans or any part of them as it thinks
fit within 7 days after submission.
SECTION XII
INTERPRETATION AND MISCELLANEOUS
12.1 NAME OF BUILDING
The Landlord reserves the right subject to any relevant provisions of the
Deed of Mutual Covenant (if any) and/or the Sub-Deed of Mutual Covenant in
respect of the Building to name the Building with any such name or style as it
in its sole discretion may determine and at any time and from time to time to
change, alter, substitute or abandon any such name without the same constituting
an actual or constructive eviction of the Tenant and without incurring any
liability to the Tenant therefor.
21
12.2 LANDLORD'S RIGHTS REGARDING COMMON AREAS AND COMMON FACILITIES
(a) Notwithstanding anything herein contained and in particular
Section IV above, the Landlord shall have the right to remove, cancel, relocate
or otherwise change or carry out any alteration or addition or other works to
the common areas (including but not limited to entrances, passages, corridors
and staircases) and common facilities (including but not limited to lifts,
escalators and toilets) of the Building and such other part or parts of the
Building (other than the Premises) from time to time and in such manner as the
Landlord may in its absolute discretion deem fit without the same constituting
an actual or constructive eviction of the Tenant and without incurring any
liability whatsoever to the Tenant therefor. In particular, the Landlord hereby
expressly reserves the right at any time at its sole discretion to renovate or
refurbish the shopping arcade of the Building of which the Premises form part
and to change, alter, amend, vary, add, to and re-locate the layout of the
shopping arcade including but not limited to the external walls, entrance
lobbies, staircases, landings, passages, corridors, toilets, lifts and
escalators and to carry out works to effect such renovation, refurbishment,
change, alteration, amendment, variation, addition and re-location Provided that
the size of the Premises shall not be affected or reduced in any way And
Provided further that the Tenant shall not be entitled to object to the
renovation, refurbishment, change, alteration, amendment, variation, addition,
re-location or any works thereof and shall have no right of action or claim for
compensation whatsoever in connection with any matters arising from this Clause.
(b) The Landlord reserves its right of free and uninterrupted
passage egress from and ingress to the common service of the Building in or
under above or through the Premises. In particular, but without affecting the
generality of the aforesaid, the Landlord shall have the right to install,
affix, erect or permit to be installed, affixed or erected any aerial,
transmitter or other telecommunication cable wiring or equipment on or above the
false ceiling or otherwise over or tinder the Premises and the Tenant shall
permit the Landlord or its authorized agent or contractor to enter the Premises
to install affix erect maintain or repair such aerial transmitter cable wiring
or equipment at all reasonable time upon prior appointment and shall not remove
alter or otherwise cause damage to such aerial transmitter cable wiring or
equipment at the Premises and shall indemnify the Landlord against all claims
demands actions proceeding loss or damages costs- and expenses arising from the
breach of this provision by the Tenant.
12.3 PUBLIC ADDRESS SYSTEM
Notwithstanding anything herein contained or implied to the contrary the
Landlord may subject to any relevant provisions of the Deed of Mutual Covenant
(if any) and/or the Sub-Deed of Mutual Covenant in respect of the Building
provide and install a public address system throughout the common areas and may
play relay or broadcast or permit any other person to play relay or broadcast
recorded music or public announcement therein.
12.4 CONDONATION NOT A WAIVER
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 agreements stipulations terms covenants and conditions herein
contained shall operate or be regarded by the Tenant 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.
22
Any consent given by the Landlord shall operate as a consent only for the
particular matter to which it relates and shall in no way be considered as a
waiver or release of any of the provisions hereof nor shall it be construed as
dispensing with the necessity of obtaining the specific written consent of the
Landlord in the future, unless expressly so provided.
12.5 LETTING NOTICES AND ENTRY
During the three months immediately before the expiration or sooner
determination of the said term of tenancy the Tenant shall permit all persons
having written authority from the Landlord to enter and view the Premises and
every part thereof at all reasonable times upon the prior notice to the Tenant
Provided Further that 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 and such other information in connection
therewith as the Landlord shall reasonably require during the aforementioned
period of three months.
12.6 SERVICE OF NOTICE
Any notice required to be served on the Tenant shall be sufficiently
served if delivered to or despatched by registered post or post or left at the.
Premises or at the last known address of the Tenant. A notice sent by registered
post or post shall be deemed to be given at the time and date of posting.
12.7 GENDER
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 others of
them.
12.8 MARGINAL NOTES, HEADINGS AND INDEX
The Marginal Notes, Headings and Index (if any) 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.
12.9 STAMP DUTY AND COSTS
The legal costs of the Landlord of and incidental to the preparation
execution and registration of this Agreement shall be borne in the manner shown
in Part VI of the First Schedule hereto. The stamp duty and registration fees of
and incidental to this Agreement shall be borne by the Landlord and the Tenant
in equal shares.
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12.10 NO FINE
The Tenant acknowledges that no fine premium key money or other
consideration has been paid by the Tenant to the Landlord for the grant of this
tenancy.
12.11 EXCLUSION OF WARRANTIES
This Agreement sets out the full agreement between the parties and
supersedes any other commitments, agreements, representations, warranties or
understandings, written or verbal, that the parties may have had with respect to
the Building or the Premises.
12.12 JOINT AND SEVERAL LIABILITY
Where more than one person is included in the expressions "the Tenant" all
such persons shall be jointly: and severally liable for the performance and
observance of the terms conditions and agreements herein contained and on the
part of the Tenant to be performed and observed.
12.13 SPECIAL CONDITIONS
The parties hereto further agree that they shall respectively be bound by
and entitled to the benefit of the Special Conditions (if any) set out in Part
II of the Third Schedule hereto.
24
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
(Clause 1.1)
LANDLORD
SHK SHEUNG SHUI LANDMARK INVESTMENT LIMITED whose registered office is
situate at 45th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong.
TENANT
NISSIN PRECISION METAL MANUFACTURING LIMITED
(_____________________________________) whose registered office is situate at
Room M & N, 6th Floor, Camelpaint Building, Block 111, 60 Hoi Yuen Road, Kwun
Tong, Kowloon, Hong Kong.
PART II
(Clause 1.2)
PREMISES
All That OFFICE NO.10 on LEVEL 8 of "LANDMARK NORTH", No.39 Lung Sum
Avenue, Shek Wu Hui, Sheung Shui, New Territories, Hong Kong ("the Building")
erected on FANLING SHEUNG SHIJI TOWN LOT NO.94 ("the Lot") which said Office is
for the purpose of identification only more particularly shown on the plan
attached hereto and thereon delineated and coloured Pink.
PART III
(Clause 1.2)
TERM
For the term of two (2) years commencing on the 1st day of August 2002.
PART IV
(Clause 9.1)
DEPOSIT
HK$73,134.00 equivalent to the aggregate of three months' rent and three
months' air-conditioning and management charges currently payable in respect of
the Premises.
25
PART V
(Clause 1.2)
USER
Restricted to use for the purpose of offices only and for no other purpose
whatsoever provided that the Tenant shall obtain all necessary licences and
approvals required by any Government authority in connection with such use and
the Landlord does not warrant that the Premises are fit to be used for such
purpose or any particular purpose.
PART VI
(Clause 12.9)
LEGAL COSTS
Each party shall pay its own legal costs of and incidental to the
preparation execution and registration of this Agreement.
26
THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
(Clause 1.2)
RENT
The monthly rental throughout the said term of two years shall be Hong
Kong Dollars Seventeen Thousand Two Hundred and Eight (HK$17,208.00) exclusive
of rates, air-conditioning and management charges Provided that the rent shall
not commence to be payable until after thirty one (31) days from the
commencement of the said term.
PART II
(Clause 2.2)
AIR-CONDITIONING AND MANAGEMENT CHARGES
HK$7,170.00 per calendar month subject to review in accordance with the
provisions of this Agreement.
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THE THIRD SCHEDULE ABOVE REFERRED TO
PART I
(Clause 2.2 and 3.23)
NORMAL BUSINESS HOURS
The normal business hours of the office premises of the Building means the
hours other than on Sundays and Public Holidays between 8:00 a.m. and 7:00 p.m.
on each Monday to Friday which is not a Public Holiday and between 8:00 a.m. and
2:00 p.m.. on each Saturday which is not a Public Holiday. The Landlord reserves
the right to alter or amend the said business hours from time to time and to
such extent as the Landlord shall in its discretion deem appropriate or
necessary.
PART II
(Clause 12.13)
SPECIAL CONDITIONS
1. HANDOVER CONDITION
The Premises will be handed over to the Tenant in its "bare shell"
condition at the date of handover (i.e. the Landlord will not be required to do
any decoration work save and except any structural defects within the Premises).
2. OTHER SPECIAL CONDITIONS
(a) The Tenant hereby acknowledges that the Landlord shall have the
absolute right at all times to designate or re-designate any toilets, lifts or
common facilities located on any floor(s) to be used by any particular tenant(s)
or occupier(s) of the Building.
(b) The Tenant hereby further acknowledges that the Landlord shall
have the right to carry out renovation and/or alteration and/or addition works
within, outside and/or above the Building which may result in the making of
noise and vibration and emission of dust and other substances and other forms of
disturbance and that fitting out works will be carried out by the Landlord
and/or other tenants (including but not limited to alteration works and M/E
works) which may cause inconvenience to the Tenant and that the Tenant hereby
agrees that the Tenant shall not make any complaint and shall not be entitled to
any abatement of rent or any claims/compensation of whatever nature against the
Landlord or its agent, Sun Hung Kai Real Estate Agency Limited, or the manager
of the Building in relation to the said works.
28
IN WITNESS whereof the Landlord and the Tenant have caused this
Agreement to be duly executed the day and year first above written.
SIGNED by K.M. Chan ) For and on behalf of
) SHK Sheung Shui
) Landmark Investment
) Limited
)
)
) /S/_______________________
for and on behalf of the Landlord ) Authorised Signature(s)
whose signature is verified by: )
/S/____________________________
Yeda Tin Yee Hong
Johnson Stokes & Master
Solicitor, Hong Kong SAR
SIGNED by Mr. Roland Kohl ) For and on behalf of
) NISSIN PRECISION
) METAL MFG. LTD.
)
) /S/ _____________________
for and on behalf of the Tenant in ) Director
the presence of: )
Mr. Saito Satoru HKID# XD568682(8)
29
RECEIVED the day and year first above )
written of and from the ) HK$73,134.00
Tenant the sum of HONG KONG DOLLARS ) ============
SEVENTY THREE THOUSAND ONE HUNDRED AND )
THIRTY FOUR ONLY being the deposit money ) For and on behalf of
above expressed to be paid by the ) SHK Sheung Shui Landmark
Tenant to the Landlord. ) Investment Limited
)
Signature verified by: ) /S/_________________________
) Authorised Signature(s)
)
/S/ ___________________________
Yeda Tin Yee Hong
Johnson Stokes & Master
Solicitor, Hong Kong SAR
30
February 23, 2004
Nissin Precision Metal Manufacturing Ltd.
Suite No. 810, Level 8 Landmark North
39 Lung Sum Avenue
Sheung Shui
New Territories
Re: Tenancy Renewal
SUITE NO. 810, LEVEL 8, LANDMARK NORTH
Dear Madam:
Further to our recent discussion with our Mr. Samuel Kan regarding
renewal of the tenancy in respect of the captioned premises, we would like to
confirm below the basic terms and conditions which the Landlord offers:
Landlord: SHK Sheung Shui Landmark Investment
Limited
Landlord's Agent: Sun Hung Kai Real Estate Agency Ltd
Room 2028, 20/F, Sun Hung Kai
Centre
30 Harbour Road
Wanchai
Hong Kong
Tenant: Nissin Precision Metal
Manufacturing Ltd
Premises: Suite No 810, Level 8, Landmark
North
39 Lung Sum Avenue
Sheung Shui
New Territories
Gross Area: Approx. 1,912 sf(G)
Term: Two (2) years to be commencing on 1
August 2004
Nissin Precision Metal Manufacturing Ltd.
Page 2
Rent: Yr 1-2 HK$19,120.00 [i.e. approx.
HK$10.00 psf (G)] per month.
Payable monthly in advance,
exclusive of air-conditioning and
management charges, rates and other
outgoings.
Air-conditioning and
Management Charges: Currently estimated at HK$6,500.80
per month, subject to revision.
Payable monthly in advance
including provision of
management service and
standard hours
air-conditioning supply.
Deposit: Three months' rent and
air-conditioning and management
charges at HK$76,862.40. The
existing deposit of HK$73,134.00 to
be transferred and be applied to
pay the deposit payable under the
new Tenancy Agreement and the
balance of deposit of HK$3,728.40
to be paid by the Tenant upon
signing this offer letter ("the
initial deposit"). No interest is
payable on the initial deposit.
Tenancy Agreement: It is a condition of the agreement
constituted by your confirming the
offer made herein that the new
Tenancy Agreement shall be signed
on or before 17 March 2004. if the
new Agreement is not signed by you
and refunded to us on or before the
said date, the proposed Tenancy
will he automatically cancelled and
(if any) the initial deposit paid
will be forfeited as liquidated
damage, but not penalty, to
compensate the loss sustained by
the Landlord in keeping the
captioned premises available to
you, but without prejudice to the
Landlord's right to make claim
against you for damages not being
set off or covered by (if any) any
deposit forfeited.
Legal Cost, Stamp
Duty & Disbursement: Each party shall pay its own legal
costs but stamp duty and
disbursements in connection with
this Agreement shall be
shared equally between the parties.
Nissin Precision Metal Manufacturing Ltd.
Page 3
User: For Office use only.
Rent-free Period: There will be no rent-free period
during the term of the tenancy.
Save as aforesaid and the rent-free period, other terms and conditions
will remain the same as the existing Tenancy Agreement.
Trusting the above terms and conditions are acceptable to you, we shall he
glad if you could confirm by signing and returning the duplicate of this letter
to us together with (if applicable) your cheque payable to "Sun Hung Kai Real
Estate Agency Ltd" for the balance of deposit (i.e. HK$3,728.40) on or before
______________________, after then this offer will lapse automatically. We
stress that time shall he of the essence hereof
Yours faithfully
For and on behalf of
SUN HUNG KAI REAL ESTATE AGENCY LTD
Samson Chu
General Manager - Leasing