exv10w6



 






Exhibit 10.6





Dated the                    day of                              2005,




WIDE HARVEST INVESTMENT LIMITED




and




EMAK HONG KONG LIMITED





 





TENANCY
AGREEMENT
 

of




Suite Nos. 1 ,2, 3 and 4 on the 18th Floor of Tower 6,

China Hong Kong City, China Ferry Terminal,

Canton Road, Kowloon.




 






BAKER & McKENZIE

Solicitors & Notaries

14th Floor

Hutchison House

Harcourt Road Central

Hong Kong




 









 





THIS
AGREEMENT is dated the                     day of                               2005



BETWEEN the parties described as the Landlord and the Tenant respectively in Part I of the First
Schedule



WHEREBY IT IS AGREED as follows :




SECTION I

INTERPRETATION AND AGREEMENT





	1.1	 	Interpretation






In this Agreement the expressions set out in the Schedules hereto shall where the
context so admits have the meanings respectively ascribed to them therein.




	1.2	 	Joint and several liability






In this Agreement where the context so permits or requires words importing the
singular number include the plural number and vice versa and words importing a gender
include all other genders and where there are two or more persons included in the
expression “the Tenant” covenants expressed to be made by the Tenant shall be deemed to be
made by such persons jointly and severally.




	13	 	  Headings and index






The headings and covering pages are intended for guidance only and do not form part
of this Agreement nor shall any of the provisions of this Agreement be construed or
interpreted by reference thereto or in any way affected or limited thereby.




	2	 	   Premises Term and Rent






The Landlord shall let and the Tenant shall take, in the state and condition as it
is, ALL THAT the premises more particularly described and set out in Part II of the First
Schedule (“Premises”) TOGETHER with the use in common with the Landlord and all others
having the like right of the entrances, staircases, landings, lavatories, corridors and
passages in the Building as defined in Part II of the First Schedule insofar as the same are
necessary for the proper use and enjoyment of the Premises AND TOGETHER with the use in
common with others having the like right of the lifts escalators and central
air-conditioning service serving the Premises whenever the same shall be operating for the
term set out in Part III of the First Schedule (“Term”) YIELDING AND PAYING therefor
throughout the Term such rent, Management Fee and Air-Conditioning Charge (which are unless
the context otherwise requires collectively included in the term “Rent”) and other charges
as are from time to time payable in advance and in accordance with the provisions set out in
the Second Schedule.



 









 





SECTION II

DEPOSIT




	1	 	Deposit






	 	 1.1	 	The Tenant shall on the signing hereof deposit with the Landlord the sum or sums
specified in Part V of the First Schedule to secure the due observance and performance
by the Tenant of the covenants, agreements, stipulations, terms and conditions herein
contained and on the part of the Tenant to be observed and performed.
	 
	 	 1.2	 	The deposit shall be retained by the Landlord throughout the Term (SUBJECT to the
Landlord’s right to forfeit the deposit under clause 1 of Section IX hereof) without
interest and the Tenant hereby specifically authorises the Landlord (but without
prejudice to any other right or remedy) to apply the deposit in payment of the amount of
any rent, rates, Government rent (if any), Management Fee and Air-Conditioning Charge
and other charges payable hereunder by the Tenant 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 covenants, agreements, stipulations, obligations or conditions.
	 
	 	 1.3	 	In the event of any deduction being made by the Landlord from the deposit the
Tenant shall, as a condition precedent to the continuation of the tenancy, forthwith on
demand by the Landlord make a further deposit (to be held by the Landlord in manner as
aforesaid) equal to the amount so deducted and failure by the Tenant so to do shall
entitle the Landlord to determine this Agreement and forthwith to re-enter upon the
Premises in which event the deposit shall be forfeited to the Landlord.






	2	 	Refund of deposit






Subject as aforesaid the deposit shall be refunded to the Tenant by the Landlord without
interest within forty five (45) days after the expiration or sooner determination of this
Agreement and delivery of vacant possession to the Landlord or after settlement of the last
outstanding claim by the Landlord against the Tenant for any arrears of rent, rates,
Government rent (if any), Management Fee and Air-Conditioning Charge and other charges and
for any breach non-observance or non-performance of any of the covenants agreements
stipulations terms and conditions herein contained and on the part of the Tenant to be
observed or performed whichever is the later.



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	3	 	Increase in deposit






If there shall for whatever reason be any increase in the rent and/or Management Fee and
Air-Conditioning Charge and/or rates and Government rent (if any) during the Term, the
Tenant shall upon such increase becoming applicable pay to the Landlord as a condition
precedent to the continuation of the tenancy by way of increase in the said deposit a sum
proportional to the said increase to restore the ratio of deposit to die rent and Management
Fee and Air-Conditioning Charge and rates and Government rent (if any) to that previously
subsisting.




	4	 	Transfer of deposit






In the event that the Premises and/or this Agreement shall be assigned by the Landlord to any
person(s), the Landlord shall be entitled as incidental to such assignment to transfer
directly the Deposit or the balance thereof to the assignee, after making any deduction in
manner aforesaid (whether with or without the consent of the Tenant) PROVIDED that the
assignee shall undertake with the Tenant to refund such deposit or balance thereof in
accordance with the provisions hereof, whereupon the Landlord shall be released from any and
all further obligations to the Tenant in respect of the said Deposit, and the Tenant shall
thereafter have no claim whatsoever against the Landlord in respect thereof. The Tenant shall
if required by the Landlord (but not at the cost of the Tenant) enter into, sign, and execute
such agreements, deeds or documents in such form and substance to the satisfaction of the
Landlord, to release the Landlord from its obligation in respect of the refund of the
deposit or balance thereof. In the event of there being a bank guarantee the Tenant will upon
request provide a substitute guarantee in favour of the assignee in exchange for that provided
to the Landlord.



SECTION III

TENANT’S OBLIGATIONS



The Tenant hereby agrees with the Landlord as follows:-





	1.	 	Rent and Management Fee, etc.






	 	1.1	 	To pay the rent as set out in Part I of the Second Schedule in advance in
respect of the Premises and 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 Term.
	 
	 	1.2	 	To pay and discharge at the same time and in the same manner as the rent is
payable the Management Fee and Air-Conditioning Charge and any other service and
maintenance charges payable by the owner or occupier of the Premises or (as the case
may be) the Landlord including (without limitation)





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	 	 	 	such charges as may be demanded from time to time by the Building Manager or
Management Committee or similar Management Body for the time being of the
Building (if any) and/or those charges payable in respect of the Premises pursuant
to or by virtue of the Deed of Mutual Covenant and Management Agreement relating
to the Building, and subject to revision in accordance with
Clause 1.5 of Section III, the Management Fee and Air-Conditioning-Charge
payable at the Commencement of the Term is set out in Part II of the Second
Schedule.
	 
	 	1.3	 	If the day on which the rent, the Management Fee and Air-Conditioning Charge or
additional outgoings or other payments fall due under this Agreement is a public
holiday, the relevant payment of rent, Management Fee and Air-Conditioning Charge
or additional outgoings or otherwise shall be due and payable on the preceding business
day. For the avoidance of doubt, “business day” means a day on which banks are
ordinarily open for business in Hong Kong.
	 
	 	1.4	 	If payment is made by the Tenant by cheque, such cheque must be good for payment
and reach the office of the Landlord before 3:3 0 p.m. in the afternoon if such payment
is made on any weekday except Saturday, and before 11:30 a.m. if such payment is made on
a Saturday, failing which the payment shall be deemed to have been paid by the Tenant on
the following business day, and the Tenant shall be deemed to have defaulted in making
due payment
	 
	 	1.5	 	If at any time and from time to time during the Term the operating cost relative
to the supply of the air-conditioning and/or the costs and expenses for the provision of
management services to the Building and/or the Premises shall have risen over the costs
prevailing at the commencement of the Term the Landlord shall be entitled to serve one
(1) month’s notice in writing upon the Tenant to increase the charges or any of them by
appropriate amount(s) and thereafter such increased charges shall prevail. The
Landlord’s assessments of the appropriate increase shall be conclusive and binding on
the Tenant.
	 
	 	1.6	 	If the Tenant should require air-conditioning outside the normal
air-conditioning supply hours set out in the Fifth Schedule, subject to the Tenant’s
giving to the Landlord not less than 24 hours prior notice in writing, additional
air-conditioning will normally be provided on condition mat the additional
air-conditioning shall be applied in units of one hour and at least two hours on each
occasion at such rate as may be charged by the Landlord from time to time.






	2	 	Rates and Government Rent (if any)





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	 	2.1	 	To pay and discharge punctually during the Term all rates, Government rent
(if any), taxes, assessments, duties, charges, impositions and outgoings of an
annual or recurring nature whatsoever now or hereafter to be assessed imposed or
charged on the Premises or upon the owner or occupier in respect of the Premises or
any part thereof by the Government of the Hong Kong Special Administrative Region
or other lawful authority (Property Tax alone excepted)
on the 1st day of the months of January, April, July and October.
	 
	 	2.2	 	Without prejudice to the generality of clause 2.1, the Tenant shall pay to the
Landlord all rates and Government rent (if any) imposed on the Premises by the
Government and as and when demanded by the Landlord, who shall settle the same with the
Government of the Hong Kong Special Administrative Region.
	 
	 	2.3	 	In the event of the Premises not yet having been assessed to rates and/or the
Government rent (if any), the Tenant shall pay to the Landlord a sum (which shall be
computed on the basis of the prevailing percentages of the rateable value of the
Premises for rates and/or the Government rent (if any) for the corresponding quarter)
as shall be required by the Landlord as a deposit by way of security for the due
payment of rates and/or Government rent (if any) subject to adjustment on actual rates
and/or the Government rent (if any) assessment being received by the Landlord from the
Government of Hong Kong Administrative Special Region.






	3	 	Water & electricity charges






To pay and discharge punctually during the Term all charges (including all deposits)
in respect of water, electric light, power and telephones as may be shown by the separate
meter or meters installed upon the Premises or by accounts rendered to the Tenant.




	4	 	User






To use the Premises only for the purposes set out in Part IV of the First Schedule hereto
and for no other purpose whatsoever.




	5	 	Entry by Landlord






	 	 5.1	 	To permit the Landlord and its agents with or without workmen and all persons
authorised by it and with or without appliances at all reasonable times upon prior
notice to enter upon the Premises and if necessary, to remain at the Premises:






	 	(a)	 	to take inventories of fixtures and fittings therein and to
carry out any maintenance works or repairs to the Landlord’s installations
inside the Premises which are in the opinion of the Landlord necessary and
proper





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 to be done;




	 	(b)	 	to examine the state and condition thereof and of the fixtures and fittings
therein, including but not limited to the central air-conditioning unit;
	 
	 	(c)	 	to execute any works of renewal cleaning alteration or repair
to any adjacent or neighbouring premises or to the Building without any claim
for damages or indemnity against the Landlord; and
	 
	 	(d)	 	to do such work as may be deemed necessary to preserve the exterior walls
or any part of the structure of the Building from injury or damage from any
excavation or other building works as may be made or authorised in the vicinity
of the Building






and the Tenant shall deposit with the Landlord a key or key(s) to the Premises to
enable the Landlord to enter into the Premises in the event of emergency, and
unless key(s) are so deposited with the Landlord, in the event of emergency the
Landlord or its agents may without notice enter upon the Premises forcibly, and
the Tenant shall at its own expense reinstate the entrance door to the Premises to
its original state and condition without any claim for damages or indemnity
against the Landlord.




	 	5.2	 	To permit the Landlord and all persons authorised by it at all reasonable times
to show the Premises to prospective tenants during the last three months of the Term or
to prospective purchasers at any time during the Term.






	6	 	Repairs






Upon receipt of notice from the Landlord to forthwith make good all defects and wants
of repair for which the Tenant is responsible hereunder and if the Tenant should not within
seven (7) days after the service of such notice proceed diligently with the making good of
all defects and the carrying out of such repair then to permit the Landlord to enter upon the
Premises and to make good the said defects and carry out such repair. The costs thereof shall
be paid by the Tenant and be a debt due from the Tenant to the Landlord and be forthwith
recoverable by action.




	7	 	Close windows






To keep all windows and doors of the Premises closed and to permit the Landlord or its
servants and agents and others from time to time during the Term to enter upon the Premises
for the purpose of closing any doors or windows.



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	8	 	Notify Landlord of damage






To notify the Landlord or its agent of any accidents to or defects in the water pipes
electrical wires or fittings fixtures or other facilities provided by the Landlord within the
Premises whether or not the Tenant is liable hereunder for the repair of the same forthwith
upon the Tenant’s becoming aware (whether actually or constructively) of the same arising.




	9	 	Interior fitting out






	 	9.1	 	To fit out the interior of the Premises at the Tenant’s expense in accordance
with the requirements and provisions set out in the Third Schedule.
	 
	 	9.2	 	Fitting out works in the Premises to be carried out by the Tenant shall be
carried out in accordance with plans drawings and specifications as that have been
first submitted under clause 10 below and have been approved in writing by the
Landlord. Such works shall be carried out in a good and proper workmanlike fashion with
good quality materials and with all necessary Government licences permits authorities
permissions and consents.
	 
	 	9.3	 	Upon completion of the fitting out work to the satisfaction of the Landlord,
the Tenant shall throughout the Term maintain the Premises in good repair and condition
to the satisfaction of the Landlord. The Tenant will not cause or permit to be made
any alteration variation or addition to the approved interior design or layout of the
Premises and may not commence any further fitting out works upon the Premises without
the prior written consent of the Landlord. Any fitting out of the Premises adjoining a
common area shall be of a style nature and standard as may be required by the Landlord
and the work shall be carried out at the cost of the Tenant. In carrying out any
approved work the Tenant shall obey and cause his servants agents contractors and
workmen to obey and comply with all instructions and directions prescribed by the
Landlord, the Landlord’s agent, or the Building Manager of the Building.
	 
	 	9.4	 	To employ at the Tenant’s expense only such contractors as are nominated by the
Landlord from time to time for the purpose of designing and carrying out and installing
all the necessary building services and builders’ work as hereinafter defined in the
Premises in manner as prescribed by the Landlord or its nominated contractors and in
particular to observe and comply with the conditions and requirements as stated in the
Tenant’s Fitting-Out Guide. The expression “building services” means all mechanical and
electrical engineering work and arrangements relating to the Premises including but not
confined to electrical, plumbing, building automation and fire fighting installations.
The expression “builders’ work” shall mean all renovation works not specified





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under “building services” including but not confined to light tracks, light
troughs and graphics panels.




	 	9.5	 	To pay a vetting charge to the Building Manager for its checking of the
fitting out plans and inspection of the fitting-out works, and pay the sum demanded by
the Building Manager as a refundable deposit as security for any damage to the Building
caused as a result of the Tenant’s works and the removal of any debris.






	10	 	Submission of information






	 	10.1	 	The Tenant shall furnish to the Landlord full details of all specifications,
prints, copies and drawings information or materials as and when required by the
Landlord and shall cause the same to be delivered to the Landlord’s office.
	 
	 	10.2	 	The Tenant shall provide the Landlord with the following:-






	 	(a)	 	Three sets of elevations to describe the space with all electric outlets.
	 
	 	(b)	 	Three copies of the reflected ceiling plan with a schedule
indicating the voltage, type, wattage, quantity and location of outlets for
all light fittings and air-conditioning.
	 
	 	(c)	 	Three copies of the floor plan with partitions.
	 
	 	(d)	 	Three copies of the office layout prints of all case work
including the location of all sockets, switches, fuse box, telephone points,
size, weight and location of the safe, if any.






	 	10.3	 	Prior to the commencement of any works, the Tenant shall furnish the Landlord
with the following information :-






	 	(a)	 	The names and address(es) of the appointed designer/agent for
the Premises, the general contractor(s) to be engaged in the construction of
the Tenant’s work and the Tenant’s authorised agent/representative.
	 
	 	(b)	 	The proposed commencement date of the interior decoration
works and the estimated date of completion thereof, and the projected date of
opening of the Premises for business.
	 
	 	(c)	 	Office layout drawings in triplicate for the Landlord’s written approval.





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	11	 	Inspection by Landlord






To permit the inspection of all Tenant’s work by the Landlord, the Landlord’s Architect and
Landlord’s General Contractor from time to time during the period in which Tenant’s work
aforesaid is being performed.




	12	 	Reimbursement to Landlord






The Landlord shall have the right to perform on behalf of and for the account of the Tenant,
subject to reimbursement by the Tenant, any of the Tenant’s work which the Landlord
determines shall be so performed. Such work shall be limited to work which the Landlord
deems necessary to be done on an emergency basis, work caused by the Tenant’s fault, and
work which pertains to structural components, the general utility systems for the Building
and the erection of temporary safety barricades and temporary signs during construction.




	13	 	Good repair of interior






To keep all the interior of the Premises, the flooring and interior plaster or other
finishing material or rendering to walls floors and ceilings, and the Landlord’s fixtures
and additions including the central air-conditioning unit, doors, window, fan coil units,
air ductings, electrical installation wiring piping and fittings for light, power and water
in good clean, tenantable and proper repair and condition and properly preserved and painted
as may be appropriate when from time to time required and to so maintain the same throughout
the Term at the expense of the Tenant and deliver up the same to the Landlord at the
expiration or sooner determination of the Term in such repair and the like condition (fair
wear and tear excepted) PROVIDED that the Tenant shall reimburse to the Landlord the cost of
repairing or replacing any air-conditioning units or other part of the air-conditioning
apparatus or installation within the Premises which is damaged or rendered defective due to
the act or neglect of the Tenant.




	14	 	Fire fighting and security system






To ensure at all times that all fire alarms, fire fighting equipment, roller shutters and
other equipment for security purposes provided by the Landlord are not disrupted,
interrupted, damaged or caused to be defective through the act, default or neglect of the
Tenant, his servants, agents, licensees or customers. The Tenant may not under any
circumstances cover up any hose-reel, break-glass unit or alarm bell.




	15	 	Electrical testing






To test all circuits for shorts and earthing and to balance loads on all panels.



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	16	 	Passage of wires pipes cables etc






The Tenant agrees that permanent utility lines may pass through the ceiling cavity of the
Premises to service other premises and areas in the Building.




	17	 	Emergency lighting






To provide battery operated type emergency lighting and exit signs in locations within the
Premises as required by any codes and regulations, and as deemed necessary by the Landlord.




	18	 	Earthing






To provide earthing within the Premises as required by any codes and regulations from time
to time in force.




	19	 	Statutes, codes & ordinances






To comply with all applicable statutes, codes, ordinances and other regulations for all work
performed by or on behalf of the Tenant within the Premises and the Landlord’s or the
Landlord’s agent’s approval of plans, specifications, calculations or otherwise of the
Tenant’s work shall not constitute any implication, representation or certification by the
Landlord that the works are in compliance with said statutes, codes, ordinances, and other
regulations.




	20	 	Rules and regulations made by the Building Manager






To observe faithfully and comply strictly with the Building rules and regulations as set
out in the Fourth Schedule hereto and such other rules and regulations as the Landlord or
the Landlord’s agents or the Building Manager of the Building may from time to time
prescribe for the proper management and maintenance of the Premises and the Building.
Notice of any additional rules or regulations shall be given in such manner as the Landlord
or the Building Manager may elect. Such rules and regulations shall be binding upon the
Tenant and shall have the same force and effect as if set out in the body of this
Agreement.




	21	 	First class office premises






To fit out, use, manage and otherwise maintain the Premises so as not to prejudice the
goodwill and reputation of the Building as first class office premises.



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	22	 	Protection from typhoon






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




	23	 	Third party insurance






To effect and maintain throughout the Term insurance cover in respect of the Tenant’s
obligations under Section V with a reputable insurance company to the satisfaction of the
Landlord and to produce to the Landlord, as and when so required by the Landlord, the policy
of such insurance together with the receipt for the last payment of premium and a
certificate from the relevant insurance company that the policy is fully paid up and in all
respects valid and subsisting, in default of which the Landlord shall be entitled (but not
obliged) at the Tenant’s expense to effect such insurance cover. The policy of such
insurance shall be in the name of the Tenant and endorsed to show the interest of the
Landlord in the Premises and the Building and shall be in such amount as the Landlord may
from time to time stipulate 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 written consent of the Landlord.




	24	 	Insurance of Contents






To be wholly responsible for any loss or damage to property within the Premises
including without limitation all furniture fixtures fittings goods chattels samples
personal effects contents and to effect with a reputable insurance company adequate
insurance cover for the same in their full replacement value against all risks including
without limitation those risks perils or under circumstances for which the Landlord’s
liability is expressly or impliedly excluded under this Agreement. The Tenant undertakes to
produce and make available to the Landlord as and when so required by the Landlord copies
of the policy of such insurance together with the receipt for the last payment of premium
and a certificate from the relevant insurance company that the policy is fully paid up and
in all respects valid and subsisting.




	25	 	Cleaning Service






To keep the Premises including all windows and lights at all times in a clean and
sanitary state and condition. No other cleaning contractors for the internal cleaning of
the Premises shall be employed by the Tenant without the Landlord’s or the Manager’s prior
written consent.




	26	 	Cleaning drains, etc.





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In the event of the pipes, drains, ducts, sanitary or plumbing apparatus of the Building
becoming choked or stopped up owing to the careless or improper use by the Tenant its
servants agents licensees invitees the Tenant shall pay to the Landlord the costs incurred in
cleaning and clearing the same from obstruction.




	27	 	Replacement of broken windows






To replace or to reimburse the Landlord for the cost of replacing any broken or damaged
windows and/or glass panels and fixtures within and/or encompassing the Premises whether the
same be broken or damaged by the negligence of the Tenant or owing to circumstances beyond
tine control of the Tenant.




	28	 	To make good damage






To take good care of the fixtures fittings including but not limited to the central
air-conditioning unit and other articles provided by the Landlord within the Premises and to
make good and pay for all damage caused by the Tenant its servants or licensees to any of
them. The Tenant may not remove any of them from the Premises and shall deliver up the same
to the Landlord at the expiration or sooner determination of the tenancy in good condition.




	29	 	Maintenance of sanitary and water apparatus






To keep the sanitary and water apparatus (if any) used exclusively by the Tenant and his
servants agents licensees workmen or visitors in good, clean and tenantable repair and
condition (fair wear and tear excepted) to the satisfaction of the Landlord and in
accordance with the Regulations or bye-laws of all Public Health and other Government
Authorities concerned or to use in common with others the lavatories and washing
accommodations and facilities provided by the Landlord in the Building and not to permit or
suffer the same to be used in any improper manner or whereby the soil or waste pipes may
become impeded or blocked and at all times to indemnify the Landlord against liability for
damage by the escape of water thereby caused to the properties or effects of the tenants or
occupiers of the other part of the Building.




	30	 	Vermin






To take all due precautions to prevent the Premises from becoming infested with insects or
vermin. The Tenant shall employ at its own expense such pest extermination contractors as
the Landlord may require and at such intervals as the Landlord may direct. Without
prejudice to the aforesaid, in the event of the Premises becoming so infested, the Tenant
shall pay for the cost of extermination or deinfestation as arranged or approved by the
Landlord and the selected exterminators shall be given full access to the Premises for




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such purpose.




SECTION IV

RESTRICTIONS AND PROHIBITIONS





	1	 	Breach of Government Lease
	 
	 	 	Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever
which constitutes a breach of any of the terms and conditions in the Government Lease or
Conditions under which the Premises are held or in contravention of any of ordinances
regulations by-laws rules notices requirements or restrictions or prohibitions imposed by any
appropriate government authority in connection with the Premises or any trade that is now or
may hereafter be declared an offensive trade by any government authority.
	 
	2	 	Breach of Deed of Mutual Covenant, etc.
	 
	 	 	Not to do or cause to be done or suffer or permit any act deed matter or thing
whatsoever which shall or may amount to a breach of the covenants terms and provisions of
the Deed of Mutual Covenant and Management Agreement (if any) relating to the Building so
far as they relate to the occupation and use of the Premises and to indemnify the Landlord
against all and any breach non-observance or non-performance thereof.
	 
	3	 	Breach of insurance policy
	 
	 	 	Not to do or permit or suffer to be done any act deed matter or thing whatsoever
whereby the insurance on the Building against loss or damage by fire and/or other insurable
perils and/or claims by third parties for the time being in force may be rendered void or
voidable or whereby the premium thereon may be increased Provided that if as the result of
any act deed matter or thing done permitted or suffered by the Tenant the premium on any
such policy of insurance shall be increased the Landlord shall be entitled without prejudice
to any other remedy hereunder to recover from the Tenant the amount of any such increase.
	 
	4	 	Subletting and assigning
	 
	 	 	Not to assign underlet transfer licence share or otherwise part with the possession of
the Premises or any part thereof either by way of subletting lending sharing or other means
whereby any organization company firm or person or persons not a party to this Agreement
obtains the use or possession of the Premises or any part thereof, irrespective of whether
any rental or other consideration is given therefor. This tenancy is personal to the Tenant
named in this Agreement and without in any way limiting the generality of the foregoing the
following acts and events shall, unless previously approved in writing by the Landlord, be
deemed to be breaches of this clause:-




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	 	4.1	 	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.
	 
	 	4.2	 	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.
	 
	 	4.3	 	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.
	 
	 	4.4	 	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.
	 
	 	4.5	 	The change of the Tenant’s business name without the previous written consent of
the Landlord and in connection with any application for consent under this provision,
the Landlord may require the Tenant to produce such evidence as the Landlord may think
fit to show that no breach of the provisions of this Clause 4 has taken place or is
about to take place.






	5	 	Sale by auction
	 
	 	 	Not to permit or suffer to be held upon the Premises any sale by auction or sale of a similar
nature upon the Premises.
	 
	6	 	Alterations, additions, etc.






	 	6.1	 	Not to make or permit any alterations or additions (whether or not of a
structural nature) to or in the Premises or any part thereof either internally or
externally or to any fixtures or fittings or electrical wiring or electrical/mechanical
installations or fire-prevention system or air-conditioning system or plumbing and
drainage system or building services system or to any item therein nor to pull down,
alter or remove any portions of the doors windows partitions or fittings of the Premises
without the prior written consent of the Landlord.
	 
	 	6.2	 	Not to change or in any way to alter the appearance of the standard entrance
doors provided by the Landlord for access to and egress from the Premises




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	 	 	 	without having first obtained the written consent of the Landlord therefor.






	 	6.3	 	Not to install additional locks bolts or additional fittings to the entrance doors
of the Premises or in any way to cut or alter the same without having first obtained the
written consent of the Landlord therefor.
	 
	 	6.4	 	Not to install set up or affix or permit to be installed set up affixed in or
upon the Premises or any part thereof in any manner whatsoever any engine machinery or
mechanical device or plant or air-conditioning or heating system.






	7	 	Disfigure structures, fixtures, etc.
	 
	 	 	Not to damage or disfigure any structures fixtures, canopies decorations, installations
outside the Premises including central air-conditioning unit, mail chutes, refuse chutes,
halls, passages, drainage walls, walls, partitions, ceilings, and to pay on demand to the
Landlord the costs and expenses incurred by the Landlord in repairing or making good such
damage or cleaning the same.
	 
	8	 	Installation in or damage to common areas
	 
	 	 	Not to lay, install, affix or attach any wiring, cables or other article or thing whatsoever
in or upon any areas or parts of the Building in common use or in any place which is not
hereby exclusively let to the Tenant nor to damage injure or deface any part of the fabric
or walls or roof of the Building or of the common areas stairs and lifts and other
facilities of the Building.
	 
	9	 	Signs






	 	9.1	 	Not to affix, erect, attach, exhibit, display or permit or suffer so to be done
upon any part within or on the exterior or at the show windows (if any) of the Premises
or to or through any windows thereof any writing sign decoration signboard notice
advertisement placard neon light or other device (whether illuminated or not) which may
be visible from outside the Premises except that the name of the Tenant (or any new name
of the Tenant as approved by the Landlord under Clause 4 of Section IV) and the nature
of the trade or business carried out thereon may be displayed on the Directory Boards
provided by the Landlord but only in such form and place and character as shall be first
approved by the Landlord, and the costs thereof shall be borne by the Tenant solely.
	 
	 	9.2	 	The Landlord or its authorised agents shall have the right and at the cost and
expense of the Tenant to remove, relocate and to improve the arrangement of any
unauthorised writing, sign, decoration signboard notice advertisement




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	 	 	 	placard neon light or device affixed or put up or displayed without the
proper approval of the Landlord or its agents.






	10	 	Floor loading capacity
	 
	 	 	Not to place any load upon any floor of the Premises in excess of the loading
capacity for which the floor is designed. The Landlord reserves the right to prescribe the
weight and position of all safes and any heavy articles which must be placed so as to
distribute the weight. Business machines and mechanical equipment authorised by the Landlord
shall be placed and maintained by the Tenant at the Tenant’s expense in settings sufficient
in the Landlord’s judgement to absorb and prevent vibration noise and annoyance to occupiers
of the other portions of the Building.
	 
	11	 	Freight lift carrying capacity
	 
	 	 	Not to place any heavy machinery goods raw materials or articles in any freight lift
in excess of the permitted carrying capacity for which the lift is designed.
	 
	12	 	Passenger lift
	 
	 	 	Not to use or permit to be used the passenger lifts of the Building for the purpose of
carrying any furniture or goods or heavy articles (the Landlord having provided freight lifts
for such purpose), and to observe the regulations affecting the use of all lifts as indicated
therein or intimated by the Landlord or the Building Manager of the Building or its agents
from time to time.
	 
	13	 	Nuisance
	 
	 	 	Not to do or permit to be done in or upon the Premises or any part thereof anything
which may be or become a nuisance or cause annoyance damage or disturbance to the Landlord
or to any of the tenants or occupiers of any other portion of the Building or of other
property in the neighbourhood or in any way affect the reputation of the Building or be
contrary to the laws or regulations of Hong Kong.
	 
	14	 	Noise
	 
	 	 	Not to do or permit or suffer to be done upon the Premises or any part thereof any
music noise (including sound produced by broadcasting from television, radio and any
apparatus or instrument capable of producing or reproducing music and sound) or other act
matter or thing whatsoever which may be or become a nuisance or annoyance, or cause damage
or disturbance to the Landlord or the owners tenants lessees or occupiers of any adjoining
or neighbouring premises.





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	15	 	Combustible or dangerous goods
	 
	 	 	Not to keep or store or permit to be kept or stored in or upon the Premises any arms,
ammunition, gun-powder, salt-petre, kerosene or other explosive or inflammable dangerous or
prohibited goods or materials (as defined in the Dangerous Goods Ordinance (Cap.2-95) or any
legislation replacing the same or any orders or regulations made thereunder).
	 
	16	 	Storage of goods
	 
	 	 	Not to use the Premises or any part thereof for the purposes of the manufacture of
goods and merchandise or for the storage of excessive amount of goods or merchandise other
than in quantities consistent with the nature and smooth running of the Tenant’s business.
	 
	17	 	Animals
	 
	 	 	Not to keep any birds or livestock of any description or any noxious goods or articles on
the Premises.
	 
	18	 	Illegal or immoral purposes
	 
	 	 	Not to use or permit or suffer the Premises to be used or any part thereof for the
purpose of gambling in contravention to the Gambling Ordinance or for any illegal or immoral
purpose.
	 
	19	 	Preparation of food
	 
	 	 	Not without the prior written consent of the Landlord to prepare or permit or suffer
to be prepared any food in the Premises and not to permit or suffer any unusual or
objectionable odours to be produced upon or to permeate from the Premises.
	 
	20	 	Sleeping or domestic use
	 
	 	 	Not without the Landlord’s prior permission in writing, permit any person to remain
in the Premises overnight. Such permission if given shall only be given in order to enable
the Tenant to post watchmen to look after the contents of the Premises, which shall not be
used as sleeping quarters or as domestic premises within the meaning of the Landlord and
Tenant (Consolidation) Ordinance for the time being in force.
	 
	21	 	Obstructions in common areas
	 
	 	 	Not to encumber obstruct or permit to be encumbered or obstructed with any boxes,




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	 	 	packaging, merchandise, rubbish or other articles or obstructions of any kind or nature
at any of the entrances, exits, staircases, landings, passages, lifts, escalators, lobbies or
other parts of the Building not included in the Premises. In addition to any other reanedies
which the Landlord may have hereunder, the Landlord, its servants or agents may without any
prior notice to the Tenant remove any such obstruction and dispose of the same as they
may think fit without incurring any liability therefor and the Tenant shall on demand pay to
the Landlord all costs and expenses incurred in such removal.






	22	 	Movement of heavy machinery
	 
	 	 	Not to move any safe heavy machinery equipment and freight bulky matter or fixtures in and
out of the Building without first obtaining the Landlord’s written consent. The Tenant shall
keep the Landlord indemnified against all damages sustained by any person or property and
for any damages or monies paid out by the Landlord in settlement of any claim or judgements
as well as legal costs incurred in connection therewith and all costs incurred in repairing
any damage to the Building or its appurtenances resulting from movement of any heavy
machinery equipment freight bulky matter or fixtures. Upon the Tenant requiring to move to
and from the Premises any such items, the Tenant hereby undertakes at all times to use the
service lifts provided by Landlord for such purposes and to notify Landlord and arrange with
the Landlord a suitable time for such deliveries or removals to be effected.
	 
	23	 	No incense to be burnt
	 
	 	 	Not to burn or permit to be burnt incense in the Premises or in any part of the
Building.
	 
	24	 	Fire risk
	 
	 	 	Not to do or permit any act or thing to be done which is likely to cause any fire risk or
other hazard in the Building.
	 
	25	 	No loading in parking area
	 
	 	 	Not to obstruct or otherwise use nor permit any employee agent or licencee of the Tenant to
obstruct or otherwise use these areas of the Building allocated to the parking or movement
of or access for vehicles or designated as loading/unloading areas otherwise than in
accordance with the regulations from time to time made by the Landlord.
	 
	26	 	Use of building name
	 
	 	 	Not without the previous written consent of the Landlord to use or permit to be used the
name/logo or any part of the name/logo of the Landlord or of the Building or any picture
representation or likeness of the whole or any part of such name/logo or of the Building




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	 	 	or of the Premises in connection with the business or operations of the Tenant or for any
purpose whatsoever other than to indicate the address and place of business of the Tenant.
	 
	27	 	Telephone service
	 
	 	 	Not without the Landlord’s prior written consent to use any telephone service provider other
than that designated or approved by the Landlord.





SECTION V

INDEMNITIES





	1	 	Indemnify Landlord
	 
	 	 	The Tenant shall indemnify the Landlord against all liabilities, claims, demands, actions,
proceedings, damages, losses, costs and expenses arising directly or indirectly from or
incidental to the use or occupation of the Premises, the execution of alterations, additions
or repairs to the Premises, any non-compliance by the Tenant with its obligations under this
Agreement, or any other act, default, neglect or omission by the Tenant, its employees,
contractors, servants, agents, licenses, visitors or invitees.
	 
	2	 	Indemnity against loss/damage from interior
	 
	 	 	Without prejudice to Clause 1 of Section V, the Tenant shall be wholly responsible for any
loss damage or injury caused to any person or property caused directly or indirectly through
the want of repair of the interior of the Premises or the defective or damaged condition of
any part of interior of the Premises or of any of the fixtures and fittings therein or in
any way owing to the spread of fire or smoke or the overflow of water from the Premises or
any part thereof.
	 
	3	 	Indemnity against Overflow of Water
	 
	 	 	To be wholly responsible for any loss or damage caused to any person or property caused by
or through or in any way owing to the escape or overflow of water from the Premises and to
make good the same by payment or otherwise and to indemnify the Landlord against all costs
claims demands actions and legal proceedings whatsoever made upon the Landlord by any person
in respect of such loss damage or injury and costs and expenses incidental thereto.





SECTION VI

LANDLORD’S OBLIGATIONS




The Landlord hereby agrees with the Tenant as follows:-




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	1	 	Quiet enjoyment
	 
	 	 	To permit the Tenant (duly paying the rent rates Government rent (if any) Management Fee
and Air-Conditioning Charge and observing and performing the terms and conditions herein
contained) to have quiet possession and enjoyment of the Premises during the Term without any
interruption by the Landlord or any person or persons lawfully claiming through, under or in
trust for the Landlord.
	 
	2	 	Roof and main structure, etc.
	 
	 	 	To use its best endeavours or arrange for the building manager to use its best
endeavours to amend and repair such defects in the roof, main electricity supply cables,
main drain pipes, main walls and exterior windows frames of the Building and the lifts and
the central air-conditioning system as the Landlord shall discover or as the Tenant or other
authorised person or Authority shall notify to the Landlord in writing and to maintain the
same in a proper state of repair and condition at the cost of the Landlord PROVIDED that the
Landlord shall be entitled to be given a reasonable period of time wherein to view any such
defects and to amend and repair the same.
	 
	3	 	Lifts, air-conditioning services, etc.
	 
	 	 	To use its best endeavours or arrange for the building manager to use its best
endeavours to maintain and keep the lifts, escalators., air-conditioning system and services
of the Building in a proper state of repair and condition.
	 
	4	 	Property tax
	 
	 	 	To pay the Property Tax for the time being payable in respect of the Premises.
	 
	5	 	Maintenance of common parts
	 
	 	 	To use its best endeavors or arrange for the building manager to use its best endeavors
to:






	 	5.1	 	Maintain, light, clean, operate and service all the common parts of the Building;
	 
	 	5.2	 	Keep the common parts toilets and other parts of the Building for common use
clean and in proper condition; and
	 
	 	5.3	 	Maintain lifts escalators fire and security services equipment air-conditioning
plant and other facilities of the Building in proper working order.






	6	 	Directory board




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	 	 	To maintain at the main entrances and in all other places as the Landlord shall deem
fit directory boards and to allot space thereon for Tenant’s name to be affixed in such
uniform lettering or characters as shall be designated by the Landlord.





SECTION VII

EXCLUSIONS OF LIABILITY





	1	 	The Landlord shall not be liable to the Tenant its servants licensees or invitees in
respect of any claim loss (including but not limited to loss of profits) damage or injury to
person or property sustained by the Tenant or any such other person caused by or through or
in any way owing to :-






	 	1.1	 	Lifts escalators and other services
	 
	 	 	 	any defect in or breakdown or suspension of the lifts escalators fire
fighting detection system water sprinkler equipment central air-conditioning
system or other facilities of the Building or any of them; or
	 
	 	12	 	Electricity supply
	 
	 	 	 	any failure malfunction explosion or suspension of the electricity supply
to the Building or the Premises; or
	 
	 	1.3	 	Fire overflow of water and vermin
	 
	 	 	 	fire or the overflow or leakage of water including rain, storm or sea water
from anywhere within the Building or the influx of water including rain, storm or
sea water into the Building or the Premises or the escape of fumes, smoke, fire or
to activity of termites pests rats or other vermin in the Building; or
	 
	 	1.4	 	Typhoon
	 
	 	 	 	in respect of loss or damage caused by through or in anywise owing to any
typhoon; or
	 
	 	1.5	 	Water sprinklers
	 
	 	 	 	any use of water sprinkler devices or their coming into operation whether
by intentional operation or as a result of mechanical failure or malfunction; or
	 
	 	1.6	 	Services




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	 	 	 	the adequacy or otherwise of any of the management services (including security)
rendered by the Landlord and/or the Building Manager or the Cleaning Services
rendered by Best Result Cleaning Services Limited or the failure to render the same
or the suspension or interruption thereof for whatever reason;






	 	 	nor shall the Rent or Management Fee and Air-Conditioning Charge or service charge or any
part thereof cease to be payable other than in the circumstances set out in Section VIII.





     SECTION
VIII 

ABATEMENT OF RENT







	1	 	Abatement






	 	1.1	 	If the Premises or the Building or any part thereof shall at any time during the
Term be destroyed or damaged or become unfit for occupation not due to any default of
the Tenant but owing to fire flooding storm typhoon defective construction white ants
earthquake subsidence of the ground or any calamity beyond the control of the Landlord
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 shall be condemned as a dangerous structure or a demolition order or a
closing order shall become operative in respect of the Premises the rent hereby reserved
or a proportionate part thereof according to the extent and duration of the damage
sustained shall be suspended until the Premises shall again be rendered fit for
occupation and use.
	 
	 	1.2	 	The Landlord shall be under no obligation to repair or to reinstate the Premises
if by reason of the condition of the same or any local Regulations or other
circumstances beyond the control of the Landlord it is not practicable or reasonable to
do so.
	 
	 	1.3	 	If the whole or substantially the whole of the Premises are not repaired or
reinstated within three months from the occurrence of such event or the order either the
Landlord or the Tenant shall have the right thereafter to determine this Agreement by
giving one month’s notice in writing to the other, whereupon everything herein contained
shall determine as from the date of the expiry of such notice but without prejudice to
the rights and remedies of either party against the other in respect of any antecedent
claim or breach of the agreements stipulations terms and conditions herein contained or
of the Landlord in respect of the rent payable hereunder prior to the coming into effect
of the cessation of the liability to pay rent.






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SECTION IX

DEFAULT




It is hereby further expressly agreed and declared as follows:-





	1	 	Default
	 
	 	 	If the Rent or other charges or additional outgoings with interest thereon (if any) hereby reserved
or any part thereof shall be in arrears at any time after the due date (whether formally demanded
or not) or if there shall be any other breach or non-performance of any of the covenants
stipulations conditions or agreements herein contained and on the part of the Tenant to be observed
or performed or if the Tenant shall become bankrupt or being a corporation go into liquidation
whether compulsory or voluntary (save for the purposes of amalgamation or reconstruction) or if a
receiver or a receiver and manager is being appointed against all or any of the asset or business
of the Tenant or if any petition shall be filed for the winding up of the Tenant or if the Tenant
shall otherwise become insolvent or enter into any arrangement or composition for the benefit of
the Tenant’s creditor(s) or shall suffer any distress or execution to be levied upon the Premises or
otherwise on the Tenant’s goods or effects or if the Tenant persistently fails to pay the Rent or
any payments hereby stipulated and when due, then and in any such case it shall be lawful for the
Landlord or any person duly authorised in that behalf at any time thereafter to re-enter into and
upon the Premises or any part thereof in the name of the whole whereupon this Agreement shall
absolutely determine and the deposit paid as hereinafter mentioned shall be absolutely forfeited to
the Landlord as and for liquidated damages and not as penalty 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 and the Landlord shall be entitled to recover from
the Tenant all loss and damage it sustains as a direct or indirect result of such early
determination.
	 
	2	 	Service of notice
	 
	 	 	A written notice served by the Landlord on the Tenant or left at the Premises, to the effect
that the Landlord thereby exercises the power of re-entry, shall be a full and sufficient exercise
of such power without actual entry on the part of the Landlord.
	 
	3	 	Acceptance of rent
	 
	 	 	The acceptance of any rent by the Landlord hereunder shall not be deemed to operate or be regarded
by the Tenant as a waiver by the Landlord of any right to proceed against the Tenant in respect of
any breach or non-observance or non-performance by the Tenant of any of the covenants agreements
stipulations terms and conditions herein contained and




- 23 -









 






	 	 	on the part of the Tenant to be observed and performed.






	4	 	Interest
	 
	 	 	Without prejudice to the right of the Landlord to exercise any other right or remedy
(including the right of re-entry) exercisable under the terms of this
Agreement, in the event of
default in payment of Rent and/or any charges payable hereunder or any part thereof on its due
date, the Tenant shall further pay to the Landlord on demand interest on the amount in arrears at
the rate of 1.5% per month calculated from the date on which the same became due for payment until
the date of payment as liquidated damages and not as penalty.
	 
	5	 	Act of employees, etc.
	 
	 	 	For the purpose of these presents any act default neglect or omission on the part of any guest
visitor servant contractor employee agent invitee or licensee of the Tenant shall be deemed to be
the act default neglect or omission of the Tenant.
	 
	6	 	Distraint
	 
	 	 	In addition to Rent any amounts falling due under this Agreement may be recovered by distress
as rent in arrears. For the purposes of Part III of the Landlord and Tenant (Consolidation)
Ordinance (Cap.7) and of these presents, the Rent payable in respect of the Premises and other
amounts recoverable by distress as rent in arrears shall be and be deemed to be in arrears if not
paid in advance at the times and in the manner hereinbefore provided for payment thereof. All costs
and expenses of and incidental to distraint shall be paid by the Tenant on a full indemnity basis
and shall be recoverable from it as a debt.
	 
	7	 	Recovery of Landlord’s expenses
	 
	 	 	The Tenant shall pay to the Landlord on an indemnity basis all costs fees charges disbursements and
expenses (including without prejudice to the generality of the foregoing those payable to counsels
solicitors (on a solicitor-and-own client basis) surveyors architects and bailiffs) incurred by the
Landlord in relation or incidental to or in respect of:






	 	(a)	 	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; and
	 
	 	(b)	 	the Tenant’s non-observance or non-performance of the terms of this Agreement and/or
the Landlord’s exercise of its rights and powers under this Agreement, including but not limited
to recovery of rent and the Landlord’s




- 24 -









 






	 	 	 	exercise of its right of re-entry.





SECTION X

GENERAL





	1	 	  Yield Up Premises And Handover






	 	1.1	 	(a)  The Tenant shall yield up the Premises with all keys giving access to all parts of
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.







	 	(b)	 	Where the Tenant has made any alterations or installed any fixtures or
additions to the Premises whether with or without the Landlord’s 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
thereafter 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.
	 
	 	(c)	 	If required by the Landlord, the Tenant shall at its own cost remove
or do away with all alterations fixtures or additions to the Premises whether the
same were made by the Tenant or not, and make good and repair in a proper and
workmanlike manner any damage to the Premises as a result thereof and deliver the
Premises to the Landlord in a bare-shell condition upon the expiration or sooner
determination of this Agreement.
	 
	 	(d)	 	Should the Tenant fail to remove any fixtures or additions and
reinstate the Premises as required by the Landlord as aforesaid, the Landlord shall
be entitled at its sole discretion to remove the said fixtures or additions and
reinstate the Premises at the sole expense of the Tenant and the cost thereof shall
be a debt due from the Tenant to the Landlord and be recoverable forthwith by
action.






	 	1.2	 	The Tenant hereby irrevocably appoints the Landlord as its agent with authority
to enter upon the Premises and to deal with at the Tenant’s risk and expense any of the
Tenant’s effects left on or about the Premises for more than five days after the expiry of
the Term or its determination (howsoever arising or occasioned) to the intent that the
Landlord may without liability to the Tenant dispose of or destroy or otherwise deal with
the same as the Landlord shall think fit. In the event that the Landlord is unable to gain
access to the Premises, the Tenant




- 25 -









 






	 	 	 	expressly confirms that the Landlord as its agent may use any means (including the use
of force) to effect entry upon the Premises.






	2	 	No excuse for non-payment of rent
	 
	 	 	This Agreement and the obligation of the Tenant to pay rent and other sums due hereunder and
to perform the Tenant’s obligations hereunder shall in no way be affected impaired or excused
because the Landlord is unable due to circumstances beyond its control to fulfil any of its
obligations under this Agreement or to supply or is delayed in supplying any service expressly or
implied to be supplied or is unable to make or is delayed in making any repair additions
alterations or decoration or is unable to supply or is delayed in supplying any equipment or
fixtures if the Landlord is prevented or delayed from so doing by reason of strike labour shortage
of materials or any outside cause whatsoever or by reason of any order or regulation of any
department of the Government of Hong Kong Special Administrative Region.
	 
	3	 	Condonation not a waiver






	 	3.1	 	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
covenants agreements stipulations terms 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 me Landlord.
	 
	 	3.2	 	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.






	4	 	Approval of Landlord
	 
	 	 	The Landlord and its authorised agents shall have absolute discretion in granting or
refusing any approval sought by the Tenant hereunder and any approval if granted may be subject to
such conditions as the Landlord or its agents think fit. No approval by the Landlord is valid
unless it is in writing and is signed and dated by the Landlord or its authorised agent.




- 26 -









 












	5	 	Re-letting notice
	 
	 	 	During the three (3) months immediately preceding the determination of the Term the Landlord
shall be at liberty to affix and retain without interference upon any external part of the Premises
a notice for re-letting the same.
	 
	6	 	Service of notices
	 
	 	 	Any notice required to be served hereunder shall be sufficiently served on the Tenant if delivered
to it by post or left addressed to it at the Premises or at its last known address in Hong Kong and
shall be sufficiently served on the Landlord if sent to it by post or delivered to it at the
address given herein or any other address which the Landlord may notify to the Tenant from time to
time. A notice sent by post shall be deemed to have been given at the time when in due course of
post it would be delivered at the address to which it is sent.
	 
	7	 	Legal costs
	 
	 	 	The Landlord’s solicitors’ legal cots (calculated at full scale), disbursements and other legal
expenses in connection with the preparation and signing of this Agreement and its counterpart shall
be borne by the Landlord and the Tenant in equal shares. Should the Tenant engage a separate firm
of solicitors to act on its behalf then each party shall pay its own solicitor’s costs.
	 
	8	 	Stamp duty
	 
	 	 	The stamp duty upon this Agreement and its counterpart, the Land Registry registration fees
(if any), the ratification fee (if any) and all other disbursements in connection with this
Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal shares.
	 
	9	 	No premium or fine
	 
	 	 	The Tenant hereby expressly admits and declares that no premium or fine or other consideration
or key money has been paid to me Landlord by the Tenant for the creation of this tenancy.
	 
	10	 	Exclusion of Warranty as to use
	 
	 	 	Nothing in this Agreement or in any consent granted by the Landlord under this Agreement shall
imply or warrant that the Premises may be used for the purpose authorised in this Agreement. In the
event that the Government or any competent




- 27 -









 






	 	 	authority serves notice prohibiting the use of the Premises in the manner permitted hereunder the
Tenant shall forthwith comply with the notice failing which the Landlord shall be entitled to
terminate this Agreement by one month’s notice or such shorter notice as may be required or as the
parties may agree. On the expiration of the Landlord’s notice, this Agreement shall terminate but
without prejudice to either party’s claim against the other in respect of any antecedent breach of
this Agreement.
	 
	11	 	Full Agreement
	 
	 	 	Subject to Clause 12 below, this Agreement sets out the full and only agreement reached between the
parties and supersedes any other representations, warranties, or understandings, written or verbal,
that the parties may have had with respect to the Premises and the Building.
	 
	12	 	Outstanding obligations
	 
	 	 	Any outstanding obligations on the part of the Tenant to be observed and performed under the Offer
Letter and/or the Agreement for Tenancy Agreement (if any) pursuant to which this Agreement is
entered into shall continue to be in force and shall not merge with this Agreement unless the
Landlord shall otherwise stipulate.
	 
	13	 	Sales and Redevelopment






	 	   13.1	 	Notwithstanding any provision to the contrary contained in this Agreement, if at
any time during the Term the Landlord shall decide to redevelop, renovate, refurbish or redesign
the Building or any part thereof (which decision shall be sufficiently evidenced by a certified
true copy of the relevant Board Resolution of the Landlord) or shall sell assign or enter into any
agreement for the sale or assignment of the whole or any part of the Building which includes the
Premises, the Landlord shall be entitled to give six (6) calendar months’ notice in writing to the
Tenant to determine this Agreement and at the expiry of such notice everything herein contained
shall cease and be void and the Tenant shall immediately deliver up vacant possession of the
Premises to the Landlord.
	 
	 	   13.2	 	The Tenant shall not be entitled to claim against the Landlord for any compensation
for the loss of goodwill or business, damages or any costs and expenses incurred by the Tenant
whatsoever but any such termination shall be without prejudice to the rights and remedies of either
party against the other in respect of any antecedent claim or breach of any terms or stipulations
herein-contained.
	 
	 	   13.3	 	The expression “Landlord” in this clause shall include the Landlord’s successors in
title and this clause shall ensure for the benefit of the Landlord’s




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	 	 	 	successors in title.
	 
	 	13.4	 	It is also agreed and declared notwithstanding any other provision herein and
notwithstanding any law to the contrary the Tenant’s option right(s) (if any) shall be extinguished
and determined upon the service of the said notice of termination whether such rights shall have
been exercised by the Tenant or not.
	 
	 	13.5	 	The Tenant shall not be entitled to any claim against the Landlord for any damages
or compensation or any relief against such extinguishment and determination of its option right(s).






	14	 	Consent for the release of information






	 	14.1	 	The Tenant acknowledges and agrees that from time to time, during and after the
expiry of this tenancy, it may be necessary for the Landlord to disclose, release, transfer or
otherwise make use of information relating to the Tenant collected, held or processed by the
Landlord.
	 
	 	14.2	 	The Tenant agrees and consents to the disclosure, release, transfer or other use of
such information by the Landlord for the purposes of, or in connection with, the tenancy hereby
created, or such other purposes as the Landlord may deem fit.






	15	 	Reservation of rights
	 
	 	 	The Landlord reserves the right, exercisable at any time or times: -






	 	15.1	 	To install or erect at the entrances passages passageways doorways corridors
landings staircases lobbies or other public parts of the Building, counters, showcases or light
boxes and to change the arrangement and/or location of entrances passageways doors doorways
corridors landings staircases lobbies lifts escalators toilets or other public parts of the
Building or any service or apparatus serving the Building.
	 
	 	15.2	 	To change the name or description of the Building or any part hereof PROVIDED that
in such event, the Landlord shall give to the Tenant and the Postal and other Government
Authorities not less than three months’ advance notice in writing of any such proposed change.
	 
	 	15.3	 	To change the user of any part of the Building for any other commercial purposes
(including but not limited to restaurant and/or retail purposes), renovate or refurbish the
shopping arcade (if any) or office area or any part or any area of the Building and to change,
alter, amend, vary, add to and re-locate




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	 	 	 	the layout of the shopping arcade (if any) or office area or any part or any area of the Building
including but not limited to the external walls, entrance lobbies, staircases, landings, passages,
corridors, toilets, lifts and escalators and to carry our works to effect such change of user,
renovation, refurbishment, change, alteration, amendment, variation, addition and re-location, and
the Tenant shall not be entitled to object to the change of user, renovation, refurbishment,
change, alteration, amendment, variation, addition, re-location or any works as aforesaid and shall
have no right of action or claim for compensation whatsoever in connection with any matters arising
from this Clause.
	 
	 	15.4	 	To make or cause to be made any structural or non-structural alteration or
improvement in or addition to entrances landings staircases driveways passages lobbies or any part
of the Building in common use, without incurring any liability to make any payment to the Tenant on
any account whatsoever.
	 
	 	15.5	 	To make introduce, amend, adopt or abolish regulations as it may consider necessary
for the management and maintenance of the Building as a first class commercial Building. 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.






	16	 	Meaning of “Tenant”
	 
	 	 	The expression “the Tenant” shall (where the context permits) mean and include the party or parties
specifically named and shall not include the executors and administrators of any such party or
where such party is a corporation any liquidator or receiver thereof.
	 
	17	 	Responsible for acts of servant, etc.
	 
	 	 	Any act default neglect or omissions of the agents contractors servants customers or visitors of
the Tenant shall be deemed to be the act default neglect or omission of the Tenant.
	 
	18	 	Special condition(s)
	 
	 	 	The parties hereto hereby agree that the terms or conditions or matters set out in the Sixth
Schedule hereto shall apply to this Agreement and shall be incorporated as an integral part of this
Agreement
	 
	19	 	Governing law




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	 	 	This Agreement shall be governed by and construed in all respects according to the laws of the Hong
Kong Special Administrative Region and the Tenant hereby irrevocably submits to the non-exclusive
jurisdiction of the courts of Hong Kong Special Administration Region. The submission to such
jurisdiction shall not limit the right of the Landlord to take proceedings in whatever jurisdiction
it may think fit, nor shall the
taking of proceedings in any jurisdiction preclude the taking of proceedings in any other
jurisdiction or jurisdictions, whether concurrently or not.




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THE FIRST SCHEDULE ABOVE REFERRED TO 




PART I




	 	 	 	 	 
	LANDLORD

	 	:
	 	WIDE HARVEST INVESTMENT LIMITED
whose registered office is situate at 12th
Floor, Tsim Sha Tsui Centre, Salisbury Road,
Tsim Sha Tsui, Kowloon, Hong Kong
(“Landlord” which expression shall include
its successors and assigns).
	 
	 	 	 	 
	TENANT

	 	:
	 	EMAK HONG KONG LIMITED whose
registered office is situate at Suite Nos.
1-4, 18th Floor, Tower 6, China Hong Kong
City, 33 Canton Road, Tsimshatsui, Kowloon,
Hong Kong (“Tenant”).
	 
	 	 	 	 
	PART II

	 
	 	 	 	 
	Premises

	 	:
	 	SUITE NOS. 1, 2, 3 AND 4 on the 18TH
FLOOR of TOWER 6 of CHINA HONG KONG CITY
(“the Building”) at No. 33 Canton Road,
Kowloon, Hong Kong (the said Suites for the
purpose of identification only are
delineated and coloured Pink on the Floor
Plan annexed hereto).
	 
	 	 	 	 
	PART III

	 
	 	 	 	 
	Term

	 	:
	 	For the term of three years
commencing on the 1st day of September 2005
and expiring on the 31st day of August 2008
(both days inclusive).
	 
	 	 	 	 
	PART IV

	 
	 	 	 	 
	User

	 	:
	 	Restricted to use by the Tenant as
office premises only and for no other
purpose whatsoever.
	 
	 	 	 	 
	PART V

	 
	 	 	 	 
	Deposit

	 	:
	 	The sum of HK$443,256.00 (equivalent
to three months’ rental deposit and three
months’ Management Fee and Air-Conditioning
Charge deposit and rates deposit) payable to
the Landlord on or before the signing of
this Agreement.






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\



THE SECOND SCHEDULE ABOVE REFERRED TO




PART I 




PARTICULARS OF RENT





	(1)	 	The rent payable during the Term shall be HK$112,384.00 each calendar month payable in
advance on the first day of each calendar month (without any deduction or set-off).
	 
	(2)	 	The rent is exclusive of rates, Government rent (if any), Management Fee and
Air-Conditioning Charge and other outgoings.
	 
	(3)	 	Subject to the Tenant’s due observance and performance of all the conditions contained in
this Agreement, the Tenant shall have the following rent free period(s):






	 	(i)	 	From 1st September 2005 to 30th September 2005 (both days inclusive); and
	 
	 	(ii)	 	From 1st September 2006 to 30th September 2006 (both days inclusive).
	 
	 	During any rent free period the Tenant shall continue to pay the Management Fee and
Air-Conditioning Charge and rates and Government rent (if any) and all other outgoings payable.





PART II 




PARTICULARS OF CHARGES




	 	 	 
	Management Fee and Air-Conditioning Charge:

	 	HK$31,468.00 per calendar month
(subject to revision pursuant to
Clause 1.5 of Section III).






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THE THIRD SCHEDULE ABOVE REFERRED TO




FITTING OUT REQUIREMENTS




The Tenant shall :-





	(a)	 	Provide electrical light fittings and a ceiling of non-combustible material approved by the
Landlord save that no combustible material will be permitted above the ceiling. If the Tenant
requires any extension or relocation of the sprinkler heads and/or the smoke detectors and other
fire services equipment installed by the Landlord, the cost of such
work will be paid by the Tenant.
	 
	(b)	 	Provide vertical window blinds, tracks and fittings at the Tenant’s expenses.
	 
	(c)	 	Paint and decorate the interior of the Premises to the
satisfaction of the Landlord.
	 
	(d)	 	Furnish and install floor fill and floor finishes. PVC tiles shall not be used unless
approved by the Landlord.
	 
	(e)	 	With the relevant plan showing all the details including but not limited to the gauge of
wire, etc. duly approved in writing in advance by the Landlord, apply for the electricity
water meters from the relevant authorities, complete all electrical and mechanical installations
(heating, lighting system, ventilation, air-conditioning, sub-main cable, wiring, plumbing,
drainage and fire services) for the purpose of providing electrical mechanical and drainage
services to and within the Premises PROVIDED that the reinstatement of the ceiling or any part of
the common area damaged by or removed during the connecting of electricity to the Premises shall be
carried out by the Landlord’s nominated contractor at the Tenant’s expense.
	 
	(f)	 	Furnish and install or arrange for the installation of telephones as well as other
Tenant’s requirements within the Premises together with such meters as are necessary to measure the
Tenant’s consumption thereof and to employ only the contractors nominated or approved by the
Landlord for such purposes.
	 
	(g)	 	Furnish, install, support and connect all lighting fixtures, including lamps, switches and
wiring, save that in the case of support involving cutting into structure prior written approval of
the Landlord will be required and in all instances only the contractor designated by the Landlord
shall be used.
	 
	(h)	 	Install such fire extinguishers or other means of fire-fighting equipment inside the Premises
as may be required from time to time by all relevant Ordinances and regulations of the Government
of the Hong Kong Special Administrative Region.




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THE FOURTH SCHEDULE ABOVE REFERRED TO 




BUILDING RULES AND REGULATIONS





	(a)	 	Plumbing fixtures shall be used only for the purposes for which they were constructed.
No sweeping rubbish rags or other alien substance shall be deposited therein. All costs for making
good damages resulting from any misuse of the plumbing fixtures shall be born by the Tenant.
	 
	(b)	 	Unless with the written consent of the Landlord, no tenant may drill into or in any way deface
any part of the Premises or the Building.
	 
	(c)	 	Unless with the written consent of the Landlord, and such consent will not be usually granted,
no flagpoles or aerials shall be erected, and no flags may be flown from windows or elsewhere in or
upon the Building.
	 
	(d)	 	The loading and unloading of goods shall be carried out in such manner and within such times
as from time to time are designated by the Landlord.
	 
	(e)	 	Canvassing and peddling in the Building is prohibited.
	 
	(f)	 	No tenant shall cause or permit any noise which is or may be a nuisance or annoyance to the
occupants of other portions of the Building.
	 
	(g)	 	No animals or pets may be kept in the Premises or the Building.
	 
	(h)	 	No security organization shall be employed by Tenant without the Landlord’s prior consent.
	 
	(i)	 	No film or movies shooting relating to the Building is permitted unless the prior written
consent from the Landlord is obtained.
	 
	(j)	 	No person is allowed to sit, loiter or sleep on public passages, staircases or shopfronts.
	 
	(k)	 	Save and except where the Premises are let for the express purpose of a Food or Beverage outlet
or restaurant, the preparation of food in the Premises is expressly prohibited save with the
Landlord’s prior permission in writing.
	 
	(l)	 	No person may place or leave any rubbish in the entrances or any of the staircases, corridors,
passages or landings of the Building used in common.
	 
	(m)	 	No person may permit or suffer any sale by auction to be held upon the Premises.




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THE FIFTH SCHEDULE ABOVE REFERRED TO 




NORMAL AIR-CONDITIONING SUPPLY HOURS




	 	 	 	 	 
	Monday to Friday (inclusive)

	 	:
	 	From 8:00 A.M. to 6:00 P.M

	 
	 	 	 	 
	Saturday

	 	:
	 	From 8:00 A.M. to 2:00 P.M.






- 36 -









 





THE SIXTH SCHEDULE ABOVE REFERRED TO




SPECIAL CONDITION(S)




NIL




- 37 -









 






     AS WITNESS the hands of the parties hereto the day and year first above written.



	 	 	 	 	 
	SIGNED by
	 	)	 	 
	Connie Kwong-Lin Hung
	 	)	 	 
	of Sino Real Estate
	 	)	 	 
	Agency Limited, a company duly
	 	)	 	For and on behalf of
	authorised by the Board of
	 	)	 	SINO REAL ESTATE AGENCY LTD.
	Directors or the Landlord
	 	)	 	 
	for and on behalf of Sino Real Estate
	 	)	 	 
	Agency Limited as agent for the
	 	)	 	/s/
Connie Kwong-Lin Hung             
	Landlord for the sole purpose of
	 	)	 	     Agent for the landlord for
	execution of this Agreement
	 	)	 	     the sole purpose of
	whose signature is verified by:-
	 	)	 	     execution of this Agreement
	 
	 	 	 	 
	/s/
Cheung Fong, Debbie
	 	 	 	 
	Cheung Fong, Debbie
	 	 	 	 
	Solicitor, Hong Kong SAR
	 	 	 	 
	Messrs.
Baker & McKenzie
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	For and on behalf of
	SIGNED by Mr. Lee Siu Kau
	 	)	 	EMAK HONG KONG LIMITED
	
	 	)	 	 
	for and on behalf of the Tenant
	 	)	 	/s/
Mr. Lee Siu Kau                             
	whose signature(s) is/are
	 	)	 	     Authorized Signatures
	verified by
	 	 	 	 
	 
	 	 	 	 
	/s/
Cynthia S.W.
Lee                    
	 	 	 	 
	Solicitor
	 	 	 	 
	Preston Gates & Ellis
	 	 	 	 
	Hong Kong SAR
	 	 	 	 






	 	 	 	 	 
	R E C E V E D the day and year first above
	 	)	 	 
	written of and from the Tenant the sum of
	 	)	 	     For and on behalf of
	HONG KONG DOLLARS FOUR HUNDRED
	 	)	 	     SINO REAL ESTATE AGENCY LTD.
	FORTY-THREE THOUSAND TWO
	 	)	 	 
	HUNDRED AND FIFTY-SIX ONLY
	 	)	 	     /s/
Connie Kwong-Lin Hung             
	(of which a sum of HK$368,340.00 shall be
	 	)	 	          Agent for the landlord for
	transferred from the Tenancy Agreement
	 	)	 	          the sole purpose of
	dated 25th May 2004 made between the
	 	)	 	          execution of this Agreement
	Landlord as landlord and Equity Marketing
	 	)	 	 
	Hong Kong, Ltd. as tenant of the Premises)
	 	)	 	 
	being the above mentioned deposit to be paid
	 	)	 	 
	by the Tenant to the Landlord.
	 	)	 	HK$443,256.00
	 
	 	 	 	 
	SIGNATURE VERIFIED BY:-
	 	 	 	 
	 
	 	 	 	 
	/s/
Cheung Fong, Debbie
	 	 	 	 
	Cheung Fong, Debbie
	 	 	 	 
	Solicitor, Hong Kong SAR
	 	 	 	 
	Messrs.
Baker & McKenzie
	 	 	 	 






- 38 -