exv10w50



 







EXHIBIT 10.50




Dated the
11th day of 2004




MAN HING HONG LAND INVESTMENT COMPANY LIMITED







and




SINA.COM (HONG KONG) LIMITED














TENANCY AGREEMENT




of




	 	 	 	 	 
	 

	 	Offices Nos. 1003-1004 on 10th Floor of Man
Yee Building, No. 68 Des Voeux Road Central, Central, Hong
Kong erected on The Remaining Portion of Marine Lot No. 14.
	 	 












Our Ref. No.: MY-O-04045

11th November 2004

BC/AL/al







 









 









  1




TENANCY AGREEMENT




SECTION I




PARTICULARS 




Parties 





	1.1  	An Agreement made this November 11th, 2004






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 IT IS AGREED AS FOLLOWS : -




Premises, Term, Rent and User





	1.2  	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 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 air-conditioning facilities 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.




 









 











  2




SECTION II




RENT AND OTHER CHARGES





The Tenant covenants with the Landlord as follows : -




Rent





	2.1  	To pay on the days and in the manner hereinbefore provided the said rent.





Management Fee and Air-Conditioning Charge





	2.2  	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 be 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 hereto, the same may be provided on not less
than 48 hours’ advance
notice in writing 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 in advance 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 an increase
in the costs including overhead costs of the Landlord for the provision of
air-conditioning or management services. The Landlord shall give the
Tenant one month’s
notice of such increases and the Tenant shall pay for such increases if such increases are
payable by all occupiers of the Building. The Landlord’s assessment of the increases
shall be conclusive and binding on the Tenant.




 









 











  3




Rates and Government Rent





	2.3  	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 or other lawful authority (property tax and Government Rent and
outgoings of a capita l or non-recurring nature 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 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 on the basis of a notional rateable value equal
to twelve month’s
rent payable by the Tenant on account of the Tenant’s liability under this Clause which
sum shall be payable on a monthly basis in advance and any overpayment or underpayment by
the Tenant shall be adjusted when the Premises have been assessed to rates.





Utility Charges and Deposits





	2.4  	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 : -




Compliance With Ordinances





	3.1  	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.




 









 











  4




Fitting Out





	3.2  	To accept the condition of the Premises as at the commencement of this Agreement and
to fit out the interior of the Premises by engaging a contractor to be first approved by
the Landlord in a good and proper workmanlike manner using good quality materials approved
by the Landlord and in accordance with such plans and specifications as shall have been
first submitted to and approved in writing by the Landlord under Section XI hereof and in
accordance with such other 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 its servants agents contractors and workmen to observe the fitout
rules to be issued by the Landlord from time to time and to be signed by the Tenant prior
to the commencement of the fitting out works and 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 its 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 works.





Installation of Telephone Cables





	3.3  	The Tenant shall make its own arrangements with such authorised and licensed
telecommunication supplier 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 the common ducting (if any) provided
for that purpose and in all respects be in accordance with the
Landlord’s directions.




 









 











  5




Good Repair of Interior





	3.4  	Save and except for fair wear and tear to keep all the interior non-structural parts
of the Premises including the flooring and interior plaster or other finishing material
or rendering to walls floors and ceilings and the shopfront signs (interior and exterior)
(if any) external grilles or shutters to the Premises and the
Landlord’s fixtures and
fittings therein and all additions (whether of the Landlord or the Tenant) thereto
including (without limitation and wherever the same shall be installed in or upon the
Premises) all escalators doors windows electrical installations and wiring light fittings
suspended ceiling fire fighting apparatus and air-conditioning plant and ducting exhaust
ducts and carbon filters and all pipes plumbing and drainage facilities and all painting
papering and decoration thereof in good clean tenantable substantial and proper repair
and condition and as may be appropriate from time to time properly painted and decorated
cleansed cleared or replaced and so to maintain the same at the expense of the Tenant and
to deliver up the same and all fittings fixtures and additions therein and thereto other
than tenant’s fixtures and fittings to the Landlord at the expiration or sooner
determination of the said term (fair wear and tear excepted) in like condition and without
prejudice to the generality of the foregoing and during the last year of the said term if
reasonably required by the Landlord to repaint and decorate the interior of the Premises.





Installation of Wires Cables and Services





	3.5  	To install all wires pipes and cables and other services serving the Premises in and
through the ducts trunkings and conduits in the Building provided by the Landlord for such
purposes and at all times in accordance with the Landlord’s directions and not to install
any such wires pipes cables or other services without first providing the Landlord with
full particulars and a fully detailed plan and diagram of such intended installation and
obtaining the Landlord’s consent in regard thereto. 



The Tenant will be permitted (at its own expense) to connect the Premises to a
central antenna (if any) to be installed at the Building by the Landlord for the purpose
of receiving television and wireless signals and transmissions. Connection to the central
antenna (when the same is installed and available for connection) may be made after
consultation with the Landlord at such point as the Landlord shall in its absolute
discretion consider to be the closest location to the Premises facilitating connection.





Replacement of Windows





	3.6  	To pay to or reimburse the Landlord the cost of replacing all broken or damaged
windows or glass including the curtain wall glazing of the Premises (or elsewhere if used
exclusively by the Tenant) whether or not the same be broken or damaged by the negligence
of the Tenant or owing to circumstances beyond the control of the Tenant.




 









 











  6




Repair of Electrical Installations





	3.7  	At the expense of the Tenant to repair or replace if so required by the appropriate
utility 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 at the Tenant’s cost.





Good Repair of Toilets and Water Apparatus





	3.8  	At the expense of the Tenant to maintain toilets and water apparatus as are located
within and connected to 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.





Cleaning and Cleaning Contractors





	3.9  	To keep the Premises at all times in a clean and sanitary state and condition and for
the better observance hereof the Tenant shall only employ such cleaning contractors of
the Premises as shall be nominated by the Landlord to perform all cleaning, disposal,
pest control and related cleaning and hygiene works. Such cleaning contractors shall be
employed at the expense of the Tenant.





Cleaning of Drains 





	3.10  	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 routine improper or careless use
by the Tenant or its employees contractors invitees or licensees.




 









 











  7




To Permit Landlord to Enter and View





	3.11  	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 provided that in the event of an emergency the Landlord its servants or agents may enter
without notice and forcibly if need be and provided also that the Landlord will cause as
little damage or disturbance as is possible in exercising such rights.





To Execute Repair on Receipt of Notice





	3.12  	To make good all defects and wants of repair (fair wear and tear excepted) to the
Premises for which the Tenant may be responsible hereunder within the space of one month
or such shorter period as the Landlord may require 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 due from the Tenant
to the Landlord and be recoverable forthwith by action.





Inform Landlord of Damage





	3.13  	In so far as possible, to promptly 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.





Protection from Typhoon





	3.14  	To take all reasonable precautions to protect the interior of the Premises from
storm or typhoon damage and in particular to ensure that all exterior doors and windows
are securely fastened upon the threat of such adverse weather conditions.




 









 











  8




Indemnification of Landlord




	 	 	 	 	 
	3.15

	 	(a)
	 	To be wholly responsible for any loss damage or injury caused to any person
whomsoever or to any property whatsoever directly or indirectly through the defective or
damaged condition or operation 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 leakage or the overflow of liquid of whatsoever origin from the Premises
or any part thereof or through the act default or neglect of the Tenant its 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 3.16 hereof.
	 
	 	 	 	 
	

	 	(b)
	 	To be responsible for any claim arising as a result of any accident happening at
the Premises or any injury suffered or damage to or loss of any chattels or property
sustained as a result of such accident and the Tenant hereby covenants and agrees with the
Landlord 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 accident injury damage or loss as aforesaid and all costs
and expenses incidental thereto.






Tenant’s Insurances





	3.16  	To effect and maintain at all times during the currency of this tenancy
comprehensive insurance cover to the satisfaction of the Landlord in respect of the
Premises against damage by fire storm tempest earthquake flood lightning subsidence heave
landslip explosion aircraft (not being hostile aircraft) and articles dropped therefrom
riot civil commotion malicious damage impact bursting or overflowing of pipes and such
other risks or perils including but not limited to theft robbery and burglary as the
Landlord shall from time to time reasonably think desirable and liability for loss injury
or damage to any person or property whatsoever arising as a direct or indirect result of
any act neglect default or omission of the Tenant or the contractors servants agents
licensees or invitees of the Tenant with an insurance company of good repute and also in
respect of the following :-




 









 











  9





	(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 3.15 hereof. The policy
of insurance shall be effected with a reputable insurance company approved by the
Landlord and shall be endorsed to show the Landlord as owner of the Premises and
shall be in an amount of not less than HK$5,000,000.00 (in the case of the Premises
being less than 2,000 square feet in area) or not less than HK$10,000,000.00 (in
the case of the Premises being not less than 2,000 square feet in area) or in such
other amount as the Landlord may from time to time reasonably require and shall
contain a clause to the effect that the insurance cover thereby effected and the
terms and conditions thereof shall not be cancelled modified or restricted without
the prior consent of the Landlord. The Tenant hereby further undertakes to produce
to 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. In the event that the Tenant fails to
produce such a policy and certificate and for the better observance
of the Tenant’s
obligations under Clause 3.15 above to permit the Landlord at the
Tenant’s expense
and in the name of the Tenant to effect and maintain insurance cover to the
satisfaction of the Landlord with a reputable insurance company approved by the
Landlord the policy of insurance so effected to be endorsed to show the interest of
the Landlord therein and to be in such amount as may be determined by the Landlord
and to contain a provision that the insurance cover thereby effected and the terms
and conditions thereof may not be altered modified restricted or cancelled without
the express prior written consent of the Landlord.




	(b)  	Glass






All glass including curtain wall glazing now or hereafter on or in the
Premises for their full replacement value.




	(c)  	Water Damage






Against damage to stock fixtures decoration and fittings for the full
insurable value occurring in respect of the use or misuse of the fire sprinkler
system (if any) installed within the Premises or the incursion of water therein.




	(d)  	Tenant’s Fittings and Stock






The
Tenant’s fittings stock and equipment within the Premises against fire and
extraneous perils for their full replacement value.



 









 





  10




Air-Conditioning of Premises





	3.17  	Where any plant machinery or equipment for cooling ventilation or circulating air
including but not limited to air handling units, fan coil units, variable air volume
boxes, valves and accessories, ducting, insulation, control units 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 the 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 in or about the
Premises as the Landlord may reasonably determine to ensure a reasonably uniform standard
of air cooling or ventilation throughout the Building.





Refuse and Garbage Removal





	3.18  	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 Food & Environmental
Hygiene Department or by any private service company nominated by the Landlord for
removal of the same shall be borne by the Tenant.





Service Entrances





	3.19  	To load and unload goods only at such times and through such entrances and by such
service lift as shall be designated by the Landlord at its sole discretion for this
purpose from time to time.





Common Areas





	3.20  	To pay to or reimburse to the Landlord the cost of any damage caused to any part of
the Building or the common areas and common services and facilities of the Building occasioned by the Tenant its licensees employees agents or contractors or any
other person claiming through or under the Tenant.





Contractors Employees Invitees and Licensees





	3.21  	To be liable for any act default negligence or omission of
the Tenant’s contractors,
employees, invitees, agents, partners, visitors, 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.




 









 











  11




Directory Boards





	3.22  	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.





Outside Windows





	3.23  	To keep all windows of the Premises closed at all times and not to open any of the
windows of the Premises save when the air-conditioning system is not in operation.





Keep Premises Open





	3.24  	To keep the Premises open for business at all times of the year (save and except the
public holidays) 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 three 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.





Conducting of Business





	3.25  	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.





Regulations





	3.26  	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.





Security System





	3.27  	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 and the Tenant shall employ competent and licensed security system installation company to supply and install
security system at the Premises.




 









 











  12




Yield Up Premises and Handover





	3.28  	To yield up the Premises in a “bare-shell”
condition together with the Landlord’s
Provisions as set out in the Fourth Schedule hereto at the expiration or sooner
determination of this Agreement in good clean and tenantable repair and condition at the
costs and expenses of the Tenant in accordance with the stipulations herein contained
together with all keys giving access to all parts of the Premises Provided that where any
alterations or fixtures or additions (including but not limited to such works carried out
under this tenancy) to the Premises is made or installed by the Landlord, the Tenant or
any other parties including ex-tenants with or without the
Landlord’s written consent the
Landlord may in its discretion require the Tenant to reinstate remove or do away with such
alterations fixtures or additions or any part or portion thereof in compliance with the
latest requirements of the government or relevant authorities 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 at the sole costs and expenses of the Tenant before
delivering up the Premises to the Landlord (fair wear and tear excepted). For avoidance
of doubt, the Landlord shall not be required to pay any compensation or cost to the Tenant
for the retention or removal of all or such alterations fixtures fittings or additions or
any part or portion thereof and without prejudice to the generality of the foregoing the
Tenant shall permit the Landlord at the Tenant’s expenses to remove all lettering and
characters from the directory boards at the Building and from all doors walls or windows
of the Premises and to make good any damage caused by such removal.





Adjacent Excavation or Shoring





	3.29  	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 to do such work as may be deemed necessary to preserve the exterior
walls or the Building from injury or damage without any claim for damages or indemnity
against the Landlord.





Re-decoration of Premises





	3.30  	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.




 









 











  13




Security Guards





	3.31  	To employ as security guards of the Premises only such persons or such firm as
approved by the Landlord. Such security guards shall be employed at the sole expense of
the Tenant.





Pipes, Conduits, Indoor Antenna and Drainage





	3.32  	To permit the Landlord to erect use and maintain pipes conduits indoor antenna and
drainage 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 by prior notice given to
the Tenant (except in emergency). Provided that the permission to the Landlord to use
such pipes, conduits, indoor antenna and drainage shall extend to the use of such pipes,
conduits, indoor antenna and drainage 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
indoor antenna and drainage cables wires meters and facilities not serving the Premises
exclusively and no claim or objection thereto shall be made by the Tenant. The Tenant
shall at its sole cost and expense make provision for access panels to enable the Landlord
to maintain such pipes conduits indoor antenna and drainage and hereby agrees not to
affect the function of or cover such pipes conduits indoor antenna and drainage by objects
of any kind during the said term.





SECTION IV




LANDLORD’S OBLIGATIONS




The Landlord covenants with the Tenant as follows : -




Quiet Enjoyment





	4.1  	To permit the Tenant (duly paying the rent, rates and other 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 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.





Government Rent and Property Tax





	4.2  	To pay the Government rent (if any) property tax and all outgoings of a capital or
non-recurring nature attributable to or payable in respect of the Premises during the
said term attributable to or payable in respect of the Premises.




 









 











  14




SECTION V




RESTRICTIONS AND PROHIBITIONS




The Tenant hereby covenants with the Landlord as follows : -




Installation and Alterations




	 	 	 	 	 
	5.1

	 	(a)
	 	Not without the previous written consent of the Landlord, to erect install or
alter any fixture 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. All fees incurred by the Landlord in obtaining the approval of its
architects to the location of heavy objects shall be borne by the Tenant and payment of
such fees may be imposed on the Tenant as a pre-requisite to the Tenant receiving such
consent from the Landlord.
	 
	

	 	(b)
	 	In carrying out any approved work hereunder the Tenant its servants agents
contractors and workmen shall obey and comply with all reasonable instructions and
directions which may be given by the Landlord or its authorised representatives in
connection with the carrying out of such work. Insofar as the same is applicable, the
provisions in Section XI hereof shall apply to the approved work hereunder.
	 
	

	 	(c)
	 	Any fees or expenses incurred by the Landlord (including but not limited to
vetting fee and administrative fee) in connection with the giving of consent hereunder
shall be borne by the Tenant.






Injury to Main Walls





	5.2  	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.





Alteration to Exterior





	5.3  	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.




 









 











  15




Obstruction to Outside Windows





	5.4  	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.





Noise





	5.5  	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 vibration
or resonance or other form of disturbance 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.





Signs and Advertisements





	5.6  	Not without the written consent of the Landlord to exhibit or display on or affix to
the interior or exterior of the Premises which may be visible from the outside any
advertisements signage writing sign signboard or other device whether illuminated or not
nor to affix any advertisements signage 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 such lettering and/or
characters the standard of workmanship of which has to be first approved by the Landlord
and designated by the Landlord on a directory board at the Building entrance(s) and on the
Tenant’s floor (if any).





Auctions and Sales





	5.7  	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.





Illegal Immoral or Improper Use





	5.8  	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.





No Touting





	5.9  	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.




 









 











  16




Sleeping or Domestic Use





	5.10  	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 the Landlord giving such
permission.





Manufacture and Storage of Merchandise





	5.11  	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 Tenants trade or business
carried on therein by way of samples and exhibits nor to keep or store or cause or permit
or suffer to be kept or stored any hazardous or dangerous or prohibited goods within the
meaning of the Dangerous Goods Ordinance and the regulations thereunder or any statutory
modification or re-enactment thereof.





Obstructions in Passages





	5.12  	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.





Parking and Loading Outside the Premises





	5.13  	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.






Goods and Merchandise Outside the Premises





	5.14  	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.





Preparation of Food and Prevention of Odours





	5.15  	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.




 









 












  17




Food by Serviceways





	5.16  	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.





Animals, Pets and Infestation





	5.17  	Not to keep or permit or suffer to be kept any animals or livestock inside the
Premises and to take all such steps and precautions to the reasonable 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.





Subletting, Assigning etc.





	5.18  	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. This 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.




 









 











  18





	 	(c)  	In the case of a tenant which is a corporation any take-over re-construction
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.





Breach of Government Grant, etc.





	5.19  	Not to cause suffer or permit any contravention of the provisions of the Government
Grant or Conditions under which Landlord holds the Premises and to indemnify the Landlord
against any such breach.





Breach of Insurance Policy





	5.20  	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.





Locks





	5.21  	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 locks 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.





Aerials





	5.22  	Not to erect any aerial on the roof or walls of the Building nor the ceiling or
walls of the Premises.




 









 











  19




No Gambling





	5.23  	Not to permit gambling of any description whatsoever upon the Premises.





Tenant’s Association





	5.24  	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.





Fire Shutters





	5.25  	Not at any time during the term of this Agreement to cause or permit or suffer the
area under the fire shutter if any or if 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.





Prohibited Names





	5.26  	Save and except to indicate the address of the Tenant not to name or include in the
name of the business or company controlled or operated by the Tenant the word
“Man Hing Hong” “(CHINESE CHARACTERS)”, or the name of the Building as may be designated by the Landlord from
time to time whether alone or in any combination thereof or in conjunction with other
word or symbol or any name similar thereto and not at any time to change the name of the
business or company of the Tenant to include any such word as aforesaid.





Discharge of Effluent





	5.27  	Not to discharge or permit or suffer to be discharged any dangerous, poisonous,
corrosive or unlawful effluent into any pipe or drain of the Building.





Maximum Capacity of Lifts





	5.28  	Not to overload or permit to be overloaded any lift in the Building (if any) in
excess of its maximum capacity and to be responsible for any damage caused by any breach
of this Clause by the Tenant, its employee, agent, licensee, contractor or customer.





Fabric or Decorative Features of Common Areas





	5.29  	Not to damage injure or deface any part of the fabric or decorative features of the
common areas stairs lifts and escalators of the Building including any trees plants and
shrubs therein and thereabout.




 









 











  20




Wiring, Cables or Other Articles Outside the Premises





	5.30  	Not to lay install affix or attach any wiring, cables or other article or thing in
or upon any of the entrances, staircases, landings, passages, lobbies or other parts of
the Building in common use.





Shrines or Religious Ceremonies





	5.31  	Not to place or install any shrines or tablets and not to conduct any religious
ceremonies or permit any religious ceremonies to be conducted inside or outside the
Premises





SECTION VI




EXCLUSIONS




Save and except the wilful default of the Landlord, the Landlord shall not in any
circumstances be liable to the Tenant or any other person whomsoever : -




Lifts, Air-conditioning, Utilities





	6.1  	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 any defect in or breakdown or suspension 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 or serving the
Building, or





Fire and Overflow of Water





	6.2  	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 due to fire storm
tempest flood act of God or other inevitable accident) 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




 









 











  21




Security





	6.3  	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 and the contents therein and the responsibility for the
safety of the Premises and the contents thereof shall at all times rest with the Tenant,
or





Causes Other Than
Landlord’s Wilful Default





	6.4  	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.




 









 











  22




SECTION VII




ABATEMENT OF RENT




 Suspension of Rent in Case of Fire Etc.





	7.1  	If the Premises or the Building or any part thereof shall at any time 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 landslide 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, rates, management fee and air-conditioning charge
hereby reserved or a fair proportion thereof according to the nature and extent of the
damage sustained or order made shall 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 inaccessible or unfit
for commercial use but without prejudice to the rights and remedies of either party
against the other in respect of any antecedent claim or breach of the agreements
stipulations 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.




 









 











  23




SECTION VIII 




DEFAULT




It is hereby expressly agreed and declared as follows : -




Default





	8.1  	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 belevied 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) and in exercising its rights
to do so or the extent of any loss to the Landlord arising out of this Clause shall be
paid by the Tenant on a fully 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.





Acceptance of Rent





	8.2  	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.




 









 











  24




Interest





	8.3  	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 (whether formally or legally demanded or not), the
Tenant shall further pay to the Landlord on demand interest on the amount in arrears at
the rate of 2% 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.





Disconnection of Electricity Supply etc.





	8.4  	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 suspend the use of
lifts and loading bays in the Building by the Tenant and to suspend and/or restrict the
Tenant’s right of access to and from the Premises and in the Building 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 be recoverable from it as a debt. The
Landlord shall not in any way be liable to the Tenant for any nuisance, loss or damage
whatsoever suffered and/or incurred by the Tenant as a result of such disconnection
suspension restriction or disposition.





Acts of Employees Invitees and Licensees





	8.5  	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.





Re-entry





	8.6  	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.




 









 











  25




Distraint





	8.7  	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.





Expenses of Notice of Default





	8.8  	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.





Arrear





	8.9  	Notwithstanding anything hereinbefore contained if the Tenant shall fail to pay the
rent or any sums payable hereunder or any part thereof on the days and in the manner
hereinbefore stipulated, the Landlord shall be entitled (but without prejudice to any
other entitlement or right which the Landlord may possess) to recover from the Tenant as
a debt the following expenses incurred by the Landlord in the course of recovering the
said rent or sums payable hereunder or any part thereof:-






	 	(I)  	a sum of HK$500.00 (Hong Kong Dollars Five Hundred) being late payment
administration charges for additional work incurred by the
Landlord’s staff or agent;
	 
	 	(II)  	all solicitor’s and counsel’s fee (on a solicitor and own client basis) and
court fees incurred by the Landlord; and
	 
	 	(III)  	any other fees paid to debt-collectors appointed by the Landlord.




 









 











  26




SECTION IX 




DEPOSIT




Deposit





	9.1  	The Tenant shall on the signing hereof and at such other times (if any) during the term of tenancy hereby created as are specified in Part 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 any
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 and if the Landlord shall choose not to determine but to continue with this Agreement, the
Tenant shall pay to the Landlord in addition interest on the further deposit at the same
rate as set out in Clause 8.3 hereof and shall indemnify the Landlord against such costs
and expenses incurred by the Landlord including those items set out in Clause 8.9 hereof.





Increase in Deposit





	9.2  	The amount of the said deposit shall be increased following each and any review (if
any) in rent to current open market rent provided for herein to a sum equal to THREE
months, rent, rates, management fee and air-conditioning charge at the highest
ascertainable rates payable during the said term, and the Tenant shall make payment to
reflect such changes accordingly and the provisions of this Section IX shall apply to
such further deposits and the provisions of Clauses 8.3 and 8.9 shall apply.




 









 











  27




Repayment of Deposit





	9.3  	Subject as aforesaid the said deposit shall be refunded to the Tenant by the Landlord
without interest within thirty days after the expiration or sooner determination of this
Agreement and delivery of vacant possession to the Landlord and after settlement of the
last outstanding claim by the Landlord against the Tenant for any arrears of rent rates
and other charges including reinstatement expenses and for any breach non-observance or
non-performance of any of the agreements stipulations terms and conditions herein
contained and on the part of the Tenant to be observed or performed whichever shall be
the later.





SECTION X 




REGULATIONS




Introduction of Regulations





	10.1  	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 reasonably consider necessary for the proper operation and
maintenance or management of the Building or any part thereof.





Conflict





	10.2  	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.





Not Liable for Loss





	10.3  	The Landlord shall not be liable for any loss or damage however caused arising from
any non-enforcement of the Regulations or non-observance thereof by any third party.




 









 











  28




SECTION XI




SUBMISSION AND APPROVAL OF PLANS




Submission of Tenant’s Plans





	11.1  	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 : -






	 	(a)  	Include detailed drawings, plans and specifications for all interior layout,
reflected ceiling plan, decorations, fittings, lightings, installations, furnishings,
partitionings, ceilings, openings, entrances, structural escape routes 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 fire or other building services;
	 
	 	(d)  	Include connection and reticulation of all electrical wiring including wiring to
air conditioning plant and to light fittings together with control switching etc. within
the Premises;
	 
	 	(e)  	Include any alteration to the sprinkler system necessitated
by the Tenant’s
layout of the Premises the same to be in all respects in accordance with all permits and
consents and in compliance with the requirements of the Fire Services Department;
	 
	 	(f)  	Include any installation of air-conditioning ducting that may be required by the
Tenant’s internal layout of the Premises PROVIDED that if the
Tenant’s fitting out
proposals should require the modification or relocation of any air handling equipment
installed at the Premises the Tenant shall pay all costs in connection with such
modification or relocation;
	 
	 	(g)  	Include all internal decoration, furnishings and specialised
Tenant’s equipment;
	 
	 	(h)  	Comply with all relevant Ordinances, regulations and by-laws from time to time
issued by the Government of Hong Kong;




 









 











  29





	 	(i)  	Include front elevation and external elevation, with colour rendering;
	 
	 	(j)  	Include any other plan(s) or calculation as may be required by the Landlord.
	 
	 	The Tenant shall submit at its own cost to the Landlord and/or the Building Manager
within one month of completion of decoration and fitting out works to the Premises
one set of Form WR1 and FS251 which to be prepared and produced by the Tenant’s
electrical and fire services contractor respectively.





Alteration to Building Services





	11.2  	In order to enable the building services of the Building to be effectively
co-ordinated and controlled the Tenant agrees that all work involving any alteration to or
modification of or in any way associated with the sprinkler system, the security system
and all electrical and mechanical works and all works involving the design and
installation of the signages and the entrance doors and all approved installations,
alterations to and modifications of the building services [including drainage,
air-conditioning (including chilled water piping and air-ducts), plumbing, security and
fire services]in or for the Premises shall be carried out atthe
Tenant’s expenses only by
the contractor as nominated by the Landlord. For the avoidance of doubt, the Tenant shall
at his own cost and expense 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 and the Landlord’s Provisions as set out in the Fourth Schedule hereto.





Approval of Plans




	 	 	 	 	 
	11.3

	 	(a)
	 	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 and the Tenant
shall under no circumstances commence any works or alterations on the Premises until the
full written approval of the Landlord of the Tenant’s Plans shall have been obtained.
	 
	 	 	 	 
	

	 	(b)
	 	The Tenant shall pay to the Landlord a vetting fee in such amount as shall be
determined by the Landlord at its sole discretion in connection with the consideration and
approval of the Tenant’s Plans or any modifications or amendments thereof. The Tenant
shall also pay to the Landlord a facilitation fee in such amount as shall be determined by
the Landlord at its sole discretion for the cost incurred by the Landlord in providing
services including consumption of temporary electricity or water to the Premises and
Landlord’s nominated consultants’ and Landlord’s
nominated contractors’ attendance and any
administration fee incurred by the Landlord during the period of fitting out, all such
fees are to be payable by the Tenant in advance.






 









 






  30




	 	 	 	 	 
	 

	 	 	 	The Tenant shall engage at the
Tenant’s sole cost and expense such
consultants or professionals as nominated by the Landlord in connection with
such architectural mechanical and electrical engineering and structural
engineering works which the Tenant may carry out at or in or on the Premises.
	 
	 	 	 	 
	

	 	(c)
	 	The Tenant shall (if applicable) apply for and obtain all relevant government
approval and consent at its own cost prior to the commencement of the decoration
or fitting out works at the Premises.
	 
	 	 	 	 
	

	 	(d)
	 	If the Tenant’s Plans or any
of the plans subsequently re-submitted for
approval be rejected or partly rejected by the Landlord, the Tenant shall
re-submit revised Tenant’s Plans to the Landlord for its approval within 7 days
from the date of the Landlord’s notice to the Tenant rejecting those plans
previously submitted by the Tenant.
	 
	 	 	 	 
	

	 	(e)
	 	The Tenant hereby expressly agrees that the Tenant shall complete the
fitting-out and decoration works of the Premises in accordance with
the Tenant’s
Plans as approved by the Landlord or the Landlord’s authorised management agent
(as the case may be). If not, immediate reinstatement by the Tenant is required.
	 
	 	 	 	 
	

	 	(f)
	 	The Landlord and/or its agent shall not be liable for any delay caused by
nominated consultant and/or contractor and the nominated
consultant’s and/or
consultants performance.






Fitting-Out Deposit





	11.4  	To secure the due performance and observance of the provisions contained in this
Section XI, the Tenant shall pay to the Landlord a sum of decoration deposit which
the Landlord shall in its absolute discretion determine upon execution of this
Agreement. Without prejudice to any other remedy that may be available to the
Landlord, the Landlord may deduct from the decoration deposit the amount of all
losses and damages sustained or incurred by the Landlord as a result of any breach or
non-performance or non-observance by the Tenant of any provision contained in this
Section XI. The decoration deposit or balance thereof if deduction is made upon the
provision hereinafter contained will be refunded to the Tenant without any interest
thereon after completion of the Tenant’s fitting out work if the Tenant shall have
observed all the provisions contained in this Section XI.




 









 











  31




Miscellaneous





	11.5  	The Tenant shall not cause or permit to be caused or made any subsequent variation
to the approved Tenant’s Plans and specifications or to the approved interior design or
layout of the Premises without the previous approval in writing of the Landlord and in
the event of such approval being requested it shall be a condition precedent to the
granting thereof that the Tenant shall pay to the Landlord such vetting fee and
administrative fee as shall be determined by the Landlord in connection with the Landlord
giving such approval.





Reinstatement Deposit





	11.6  	The Landlord reserves the right to demand from the Tenant payment of a sum of
reinstatement deposit which the Landlord shall in its absolute discretion determine upon
the execution of this Agreement. Without prejudice to any other remedy that may be
available to the Landlord, the Landlord may deduct from the reinstatement deposit the
amount of all losses and damages sustained and/or incurred by the Landlord as a result of
the failure of the Tenant to reinstate (where the Landlord exercises its discretion
requiring the Tenant so to do) the Premises in accordance with Clause 3.28, Section III
hereof upon the expiration or sooner determination of this Agreement. The reinstatement
deposit or balance thereof if deduction is made upon the provision herein contained will
be refunded to the Tenant without any interest upon the expiration or sooner determination
of this Agreement.





SECTION XII




INTERPRETATION AND MISCELLANEOUS




Name of Building





	12.1  	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 (if any) 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 any actual or constructive eviction of
the Tenant and without incurring any l i ability to the Tenant therefor.




 









 











  32




Landlord’s Rights Regarding Common Areas and Common Facilities





	12.2  	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 any 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.





Public Address System





	12.3  	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 (if any) 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.





Condonation Not a Waiver





	12.4  	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.




 









 











  33





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.



Letting Notices and Entry





	12.5  	During the three months immediately before the expiration or sooner determination of
the said term 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
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.





Service of Notice





	12.6  	Any notice required to be served on the Tenant shall be sufficiently served if
delivered to or despatched by registered post or post to or left at the Premises or the
last known address in Hong Kong of the Tenant. A notice sent by registered post or post
shall be deemed to be given at the time and date of posting. A notice so left by hand shall be deemed to be given at the time when the notice is being left at the
Premises or the last known address of the Tenant.





Gender





	12.7  	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 others of them and references to persons
shall include bodies corporate or unincorporate.





Marginal Notes, Headings and Index





	12.8  	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.





Stamp Duty and Costs





	12.9  	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, registration fees and other disbursements of the
Landlord of and incidental to this Agreement shall be borne by the Landlord and the Tenant
in equal shares.




 









 











  34




No Fine





	12.10  	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.





Exclusion of Warranties





	12.11  	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.





Joint and Several Liability





	12.12  	Where more than one person is included in the expression
“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.





Building Manager





	12.13  	Unless the context otherwise requires or provides, the
expression “ the Landlord”
shall include the Building Manager from time to time appointed by the Landlord for the
management of the Building.





Special Conditions





	12.14  	The parties hereto further agree that they shall respectively be bound by and
entitled to the benefit of the Special Conditions set forth in Part II of the Third
Schedule hereto.




 









 









35


THE FIRST SCHEDULE ABOVE REFERRED TO




PART I 




(Clause 1.1)




LANDLORD




Man Hing Hong Land Investment
Company Limited (CHINESE CHARACTERS) whose registered office is situate at
31st Floor, Man Yee Building, No. 68 Des Voeux Road Central, Central, Hong
Kong.




TENANT




SINA.COM (HONG KONG) LIMITED
(CHINESE CHARACTERS) whose registered office is situate at Offices Nos.
1003-1004, 10th Floor, Man Yee Building, No.68 Des Voeux Road Central,
Central, Hong Kong.




PART II




(Clause 1.2)




PREMISES




ALL Those OFFICES NOS. 1003-1004 on 10th FLOOR of MAN YEE BUILDING, NO. 68 DES
VOEUX ROAD CENTRAL, CENTRAL, HONG KONG erected on The Remaining Portion of Marine Lot No.
14 (“ the Lot” ) which said Office(s) is/are for the purpose of identification only shown
on the plan attached hereto and thereon coloured Pink.




PART III




(Clause 1.2)




TERM




For the term of TWO (2) years commencing on the 16th day of December 2004 and
expiring on the 15th day of December 2006 (both days inclusive).




 









 








  36




PART IV




(Clause 9.1)




DEPOSIT




HK$213,016.20 equivalent to the aggregate of three months’ rent, management fee and
air-conditioning charge and rates currently payable in respect of the Premises.




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 any particular purpose.




PART VI 




(Clause 12.9)




LEGAL COSTS




Each party shall bear its own legal costs of and incidental to the preparation approval
execution completion and registration of this Agreement.




 









 








  37




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
FORTY-EIGHT THOUSAND FOUR HUNDRED AND EIGHTY-FOUR ONLY (HK$48,484.00) exclusive of rates,
management fee and air-conditioning charge.




PART II




(Clauses 1.2 and 2.2)




MANAGEMENT FEE AND AIR-CONDITIONING CHARGE




HONG KONG DOLLARS NINETEEN THOUSAND EIGHT HUNDRED TWENTY-ONE AND CENTS FORTY ONLY
(HK$19,821.40) per calendar month as management fee and air-conditioning charge subject
to review from time to time by the Landlord in accordance with the provisions of this
Agreement.




THE THIRD SCHEDULE ABOVE REFERRED TO




PART I




(Clause 3.24)




NORMAL BUSINESS HOURS




The normal business hours of the office premises of the Building mean the hours other
than on Sundays and Public Holidays between 8:00 a.m. and 8:00 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.





 









 








  38




PART II 




(Clause 12.14)




SPECIAL CONDITIONS





	I.  	Landlord’s Provisions






The Premises
will be handed over to the Tenant with the Landlord’s Provisions as set
out in the Fourth Schedule hereto.




	II.  	Confidentiality






The Tenant undertakes not to disclose any of the terms and conditions herein to any
party whomsoever without the prior written consent of the Landlord
which may be given or withheld at the Landlord’s absolute discretion.




	III.  	No Warranty on Fitness of Existing Fixtures and Fittings






At the
request of the Tenant, the Premises will be handed over to the Tenant
in an “as-is” condition. The Tenant fully understands that the Landlord shall not be
responsible for any matter in relation to the operation, performance or maintenance of the
existing building services, finishes, fixtures, fittings and furniture of the Premises
(hereinafter collectively called “ the existing
fixtures and fittings” ) and the Tenant
shall hold the Landlord fully indemnified against any loss and damage caused by or in
relation to the use or operation of the existing fixtures and fittings or the leaving of
the existing fixtures and fittings at the Premises.



 









 





  39




THE FOURTH SCHEDULE ABOVE REFERRED TO




LANDLORD’S PROVISIONS





	1.  	Raised floor system.
	 
	2.  	Partition wall.
	 
	3.  	Columns with emulsion paint.
	 
	4.  	Metal false ceiling.
	 
	5.  	VAV box(es) with supply and return air grilles.
	 
	6.  	Thermostat control for VAV box(es).
	 
	7.  	Fresh air supply to the periphery of the Premises.
	 
	8.  	Sprinkler system in accordance with FSD’s standard.
	 
	9.  	Light troughs.
	 
	10.  	Meter board located at the Landlord’s meter room.
	 
	11.  	Communal ceiling trunking from meter room to the periphery of the Premises.
	 
	12.  	TV signal from CABD & SMATV inside meter room to be connected by the Tenant.
	 
	13.  	Emergency power supply at the Landlord’s meter room to be connected by the Tenant.
	 
	14.  	A standard fire rated single leaf timber entrance door in
accordance with the Landlord’s design.




 









 











  40




          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

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	Lo, Raymond Cham Cheung(Director)

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	for and on behalf of the Landlord

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	in the presence of : -

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	for and on behalf of the Tenant

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	in the presence of : -

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	R E C E I V E D the day and year

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	first above written of and from the

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	Tenant the sum of HONG KONG

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	DOLLARS TWO HUNDRED AND

	 	 	)	 	 	HK$213,016.20	 	 
	

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	THIRTEEN THOUSAND SIXTEEN

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	AND CENTS TWENTY ONLY being

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	the deposit money above be paid by

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	the Tenant to the Landlord (part of the

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	said sum is transferred from the

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	deposit paid for the previous tenancy

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 
	agreement dated 19th December 2002)

	 	 	)