Exhibit 10.1


 





LD-AG-001-NL


 


OFFICE
OFFER


 


QEEER
TO LEASE


 


	Print
    Date: 15 Sep 2015	To:	Sino
        Real Estate Agency Limited

        信和地產代理有限公司

        12/F.
        Tsim Sha Tsui Centre,

        Salisbury
        Road, Tsim Sha Tsui East,

        Kowloon

        (Agent
        for the Landlord - Ref.: N150700163)

        Contact
        Person : Timothy Ting/Tiffany Fong

        Tel
        No. : 2735 103.2/2735 1013

        Fax
No. : Nil



 


Dear Sirs,


 




I/We, the
intended tenant hereby offer to rent the premises described below from the Landlord, on the following principal terms and conditions:


 


	1.	(i)	Name
    of Landlord	Wide
        Harvest investment Limited

        廣滔投資有限公司

	 	 	 	 
	 	(ii)	Registercd
    office/principal place of business in Hong Kong of the Landlord	11-12/F.,
        Tsim Sha Tsui Centre.

        Salisbury
        Road,

        Tsim
        Sha Tsui,

        Kowloon

	 	 	 	 
	2.	(i)	Name
    of Tenant	MAN
        Loong BULLion COMPANY LIMITED

        萬隆金銀業有限公司

	 	 	 	 
	 	(ii)	Certificate
    of Incorporation No.	1186382

         

	 	 	 	 
	 	(iii)	Business
    Registration No. of the Tenant	386991.36
	 	 	 	 
	 	(iv)	Registered
    office/principal place of business in Hong Kong/address of the Tenant	8/F
        TOWER 5

        CHINA
        HONG KONG CITY

        33
        CANTON RD

        TSIM
SHA TSUI KLN. Hong Kong

	 	 	 	 
	 	(v)	e-Billing
    Email Address	Nil
	 	 	 	 
	 	(vi)	Contact
    Person	Mr.
    Francisco M Xavier
	 	 	 	 
	 	 	Tel
    No.	31874428
	 	 	 	 
	 	 	Fax
    No.	Nil
	 	 	 	 
	 	 	Email
    Address	franciscogmanloong.com
	 	 	 	 
	 	 	Correspondence
    Address	8/F
        TOWER 5

        CHINA
        HONG KONG CITY

        33
        CANTON RD

        TSIM
        SHA TSUI KLN, HONG KONG



 






    	 	 



     


    

 







	Address	:	25/F., Jardine House, 1 Connaught Place, Central, Hong Kong
	 	 	 
	Contact
    Person	:	Ms
    Yan Man	 
	 	 	 	 
	Contact
    Tel. No.	:	2847
    7824	 
	 	 	 	 
	Personal
    Guarantee Preparation and Administration Cost	:	N/A	 
	 	 	 	 
	User	:	For use only by the Tenant as office premises and for no other purpose whatsoever. The Landlord gives no warranty as to the suitability or fitness of the Premises for thesaid user.
	 	 	 
	Handover
    Condition	:	Bare
    shell	 
	 	 	 	 
	Rent
    Free Period(s)	:	Sixteen (16) days from 16 Oct 2015 To 31 Oct 2015 (both days inclusive)
	 	 	 
	 	 	Thirty (30) days from 01 Nov 2015 to 30 Nov 2015 (both days inclusive)
	 	 	 
	Payments
    upon commencement of the Tenancy Agreement or handover (whichever is the earlier)	:	Period
    	 
	 	 	 	 
	(i) Rent	:	01 Dec 2015. To
31 Dec 2015	HK$171,000.00
	 	 	 	 
	(ii)
    Management fee and air-conditioning charge (if any)	:	16
    Oct 2015 to 30 Nov 2015	HK$60,443.52
	 	 	 	 
	(iii)
    Cleaning Service Charges	:	 	N/A
	 	 	 	 
	(iv)
    Government Rates	:	16
    Oct 2015 to 31 Dec 2015	HK$18,705.98
	 	 	 	 
	(v)
    Government Rent	:	 	N/A
	 	 	 	 
	(vi)
    Balance of Deposit	:	 	HK$873,268.00
	 	 	 	 
	(vii)
    Temporary electricity charge (non-refundable)	:	 	HK$5,402.00
	 	 	 	 
	(viii)
    Vetting Charget non-refundable)	:	 	HK$8,103.00
	 	 	 	 
	(ix)
    The debris removal cost (non-refundable)	:	 	N/A
	 	 	 	 
	(x)
    Fitting out deposit (refundable subject to Clause 12 of Part II, Schedule I of this offer)	:	 	HK$5,402.00
	 	 	 	 
	(xi)
    Tenancy Preparation and Administration Cost	:	 	N/A
	 	 	 	 
	(xii)
    Stamp Duty	:	 	N/A
	 	 	Total:  	HK$1,142,324.50
	 	 	 	 
	 	:	As
    set out in Schedule I hereto	 
	 	:	As
    set out in Schedule II hereto	 


  





18.Standard
Terms & Conditions forming an


integral
part of this offer


 


19.Special
Conditions forming an integral


part of
this offer, if any


 


20.Landlord’s
Provision,if any


Remark :N/A


 



-------------------------------------------------------------------------------**********-----------------------------------------------------------------------------------


 






    	 	 



     


    

 


Together
with this offer,I/we enclose my/our initial deposit and advance payment in cheque. Subject as aforesaid,this sum shall be returned
to me/us in full,but without interest, if my/our offer is not accepted by the Landlord in the manner hereinafter appearing within
14 days from the date hereof.


 


	Yours
    faithfully,	 	Offer
    Accepted by :
	 	 	 
	 	 	 
	Duty
    authorized person for and on behalf of	 	Sino
    Real Estate Agency Linited
	MAN
    LOONG BULLION COMPANY LIMITED	 	信和地產代理有限公司
	萬隆金銀業有限公司	 	as
    agent for the Landlord





 


Name:


HKID Card
No. /Passport No. and place of its issuance : 






 






    


     

    




 


LD-AG-001-NL


 


SCHEDULE
I


 


PART
I


 


General
Terms & Conditions


  


1.         Rent


 


	(i)	The
    monthly rent shall be payable monthly in advance on the 1" day of each calendar month without any deduction, counterclaim
    or set off.




 


	(ii)	The
    rent is exclusive of rates and government rent, management fee and air-conditioning charge (if any), cleaning service charges
    (if any) and all Tenant's expenses and outgoings of a non-capital or recurring nature.




 


2.         Government
Rates


 


The
amount of Government Rates is subject to revision from time to time as advised by the Government and is payable by the Tenant
in advance on the first day of the months of January, April, July and October.


 


3.         Government
Rent


 


The
amount of Government Rent is subject to revision from time to time as advised by the Government and is payable by the Tenant in
advance on the first day of the months of January, April, July and October. 


 


4.         Deposit


 


	(i)	The
    amount of security deposit shall be equivalent to the specified multiple of monthly rent management fee and air-conditioning
    charge (if any), cleaning service charges (if any), and rates and government Rent . From time to time, the deposit may be
    adjusted by the Landlord to accord with any increase of the monthly rent, management fee and air-conditioning charge (if any),
    cleaning service charges (if any), or rates and government rent.




 


	(ii)	The
    deposit shall be retained by the Landlord throughout the Term without payment of interest to the Tenant and the Tenant hereby
    specifically authorises the Landlord (but without prejudice to any other Landlord' s right or remedy) to deduct and apply
    the deposit in payment of and/or call the bank guarantee (if any) in order to pay (i) the amount of any rent, rates, government
    rent, management fee and air-conditioning charge (if any) and cleaning service charges (if any) and other charges payable
    he reunder by the Tenant; and (ii) any costs, expenses, loss or damage sustained by the Landlord as the result of any of non-observance
    or non-performance by the Tenant of any of the covenants, agreements, stipulations, obligations or conditions he rein contained.




 


	(iii)	Subject
    as aforesaid the deposit shall be refunded to the Tenant by the Landlord without interest within forty five (45) days after
    (i) the expiration or Sooner determination of this Agreement and delivery of vacant possession to the Landlord and (ii) settlement
    of the last outstanding claim by the Landlord against the Tenant for any arrears of rent and other payments or charges payable
    hereunder and for breach of any terms and conditions here in contained by the Tenant.










 






    	 		 



     

    




 


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5.         Stamp
Duty


 


Stamp
duty and registration fees (if any) shall be borne by the parties here to in equal shares.


 


6.         User


 


The user
of the Premises is restricted to the purpose as office premises only and for no other purpose whatsoever.


 


The Landlord
gives no warranty as to the suitability or fitness of the Premises for the said user.


  


7.         Tenancy
Agreement


 


	(i)	While
    the Tenancy Agreement shall contain the terms herein, it shall otherwise be on the terms and conditions contained in the Landlord's
    standard form of Office Tenancy Agreement ("Tenancy Agreement").




 


	(ii)	The
    Tenant understands that prior to the signing of the Tenancy Agreement, the Tenant should seek independent legal advice to
    advise the Tenant thereon and satisfy himself as to the terms and conditions thereof.




 


	(iii)	If
    this offer is accepted, the Tenant shall execute the Tenancy Agreement in accordance with the terms of a notice in writing
    from the Landlord or the Landlord's solicitor.




 


	(iv)	In
    the event that the Landlord has furnished us with the Tenancy Agreement, the Tenant confirms and acknowledges that the Tenant
    fully and thoroughly understands the terms and conditions of the Tenancy Agreement and confirm that they form an integral
    part of this offer.




 


	(v)	The
    Tenant agrees, without prejudice to the Landlord's rights herein, that:




  





	 	(a)	The
    Premises including the keys will not be handed over to the Tenant unless and until the Tenancy Agreement has been duly signed
    or executed; and




 


	 	(b)	All
    the payments due and payable to the Landlord have been made; and




 


	 	(c)	The
    commencement date of the Term of the Tenancy Agreement shall nonetheless remain as set out in this offer.




  


	(vi)	Unless
    the Tenant shall have engaged a separate firm of solicitors to act on its behalf, the Tenant is required to attend either
    of the following offices (as the case maybe) for signing the Tenancy Agreement:






  


	 	(a)	office
    of the Landlord' s solicitors as specified herein; or




 


	 	(b)	office
    of Sino Real Estate Agency Limited (信和地產代理有限公司) if the
    name of the Landlord' s solicitors is not provided herein.




 









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-NL


 


 


8.         Entire
Offer


 


	(i)	This
    Offer together with the Guarantee (if any) supersedes any and all previous offers between the parties hereto, and constitutes
    the entire offer.




 


	(ii)	Any
    representation, warranty, statement or offer, whether oral or in writing, heretofore made relating to any of the matters referred
    to herein are hereby expressly denied, negated and excluded, unless agreed or confirmed by the parties in writing.




 


	(iii)	In
    the event of any inconsistency between the terms of this Offer and the terms of any document referred to herein (including
    Appendices attached hereto), the terms of this Offer shall prevail.




 


9.         Delivery
of the Premises


 


Subject
to the Tenant’ s duly signing or executing the Tenancy Agreement and the Tenant’ s making payment of all sums required,
the Landlord will deliver vacant possession of the Premises to the Tenant in such condition as set out herein.


 


10.       Rent
Free Period


 


The
granting of rent free period(s) sha)] be subject to the Tenant' s due observance and performance of all the conditions contained
herein and in the Tenancy Agreement. -


 


Notwihstanding
any rent free period granted to the Tenant, the Tenant acknowledges that the Tenant is still obliged to pay the management fee
and air-conditioning charge (if any), cleaning Service charges (if any), rates and government rent and all other Tenant’
s outgoings payable by he Tenant he hereunder.


 


11.       Payments


 


The
Tenant agrees that before the Tenant take possession of the Premises or the commencement date of the Tenancy Agreement (whichever
is earlier), The Tenant shall pay to the Landlord all he payments as set out herein.


 


12.       Personal
Guarantee





 


Where the Tenant is required
to provide personal guarantee as specified herein, this tenancy shall be conditional upon such specified person(s) having executed
a deed of guarantee and indemnity in a form to be prescribed by the Landlord to guarantee


 


	(i)	The
    due punctual and diligent performance of the Tenant of all its obligations under this tenancy and to indemnify the Landlord
    against any claim of any nature whatsoever arising out of the use and occupation by the Tenant of the Premises; and




 


	(ii)	Tenant's
    prompt delivery of vacant possession of the Premises upon the expiration or sooner determination of the tenancy in accordance
    with the terms of the Tenancy Agreement and to indemnify the Landlord for all loss and damage arising from the Tenant's breach.










 






    	 	3	 



     

    




 


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The Tenant
shall bear all costs and expenses (including legal costs of the Landlord’ s Solicitors and administrative costs of the Landlord)
for the preparation, approval and completion of the deed of guarantee.


 


13.       Validity
of Offer


 


In
consideration of the Landlord' s agreeing to consider this offer, the Tenant hereby warrants, confirms and undertakes to the Landlord
that:


 


	(i)	This
    offer is unconditional and shall remain open for acceptance by the Landlord in its current form for a period of 14 days from
    the date hereof.




 


	(ii)	Within
    this period, the Tenant will neither revoke, withdraw nor amend this offer.




 


	(iii)	If
    within this period, and for any reason whatever the Tenant purport S to revoke Withdraw or amend this offer, then the Tenant
    agrees and declares that the Landlord may retain for its own use absolutely the money the Tenant now enclose in respect of
    the initial deposit, as an agreed recompense for, and pre-estimate of, the loss or damage the Landlord would suffer as a result
    of the breach of my/our warranty and undertaking,




 


	(iv)	Should
    the Landlord not accept this offer within the said period, this offer shall be deemed to have been withdrawn and the Landlord
    shall return the initial deposit to the Tenant without interest and neither party shall have any claim against the other.




 


14.       Acceptance
of Offer


 


Notwithstanding anything to the contrary contained
herein or otherwise, the Tenant acknowledges and declares that


 


	(i)	There
    shall be no binding agreement for the grant of a tenancy between the parties unless and until, and within 14 days from the
    date hereof, the Landlord has signified its acceptance of this offer in writing, whereupon there shall be a binding agreement
    between the parties.




 


	(ii)	Such
    binding agreement shall continue in full force and effect until Superseded by the formal Tenancy Agreement.




 


	(iii)	Until
    the Landlord has accepted this offer in the prescribed manner, it shall be under no obligation whatsoever to enter into any
    form of agreement with the Tenant in relation to the Premises.




 


	(iv)	The
    Landlord' s acceptance of this offer shall be evidenced by its returning to the Tenant within 14 days from the date of its
    acceptance, a signed and dated copy of this offer.







 






    	 	4	 



     

    




 


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15.       Failure
to execute Tenancy Agreement


 


Following
the Landlord's acceptance of this offer, should the Tenant fail to execute the formal Tenancy Agreement in accordance with a notice
in writing from the Landlord or its solicitors, the Landlord may stamp this offer, thereby deeming the Tenancy Agreement to have
been signed and to be enforceable against the parties; and/or if the Tenant still fails to execute the formal Tenancy Agreement
within one month from the Term Commencement Date as specified he rein (whether formerly demanded by the Landlord or not), the
Landlord may terminate the agreement by giving not less than seven (7) days written notice to the Tenant.


 


Upon the
expiry of the period of notice specified in the aforementioned notice, the agreement shall immediately cease and be determined
whereupon the initial deposit shall be forfeited to the Landlord absolutely, as and for liquidated damages and not as a penalty,
but without prejudice to any other right or remedy, and the Landlord will be entitled to let the Premises on such terms as it
sees fit.


 


If the agreement
has been registered at the Land Registry, the Landlord may register a memorandum of termination, signed for and on its behalf
alone, which shall be conclusive evidence of the fact that the agreement has been terminated.


 












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LD-AG-001-NL


 


PART II
Other Terms & Conditions


 


	1.	The
    Tenant shall pay rent, management fee, air-conditioning charge (if any), cleaning Service charges (if any) on or before the
    first day of each and every calendar month.




 


	2.	The
    Tenant shall pay rates, government rent as assessed by the Government. Rates and government rent shall be paid quarterly in
    advance on the first day of the months of January, April, July and October.







 


	3.	Without
    prejudice to the right of the Landlord to exercise any other right or remedy (including the right of re-entry) under this
    Offer, 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.







 


	4.	(i)
    The Tenant shall keep the interior of the Premises and all the Landlord's fixtures and additions in good, clean, tenantable
    and proper repair condition and shall yield upthe same at the expiration or sooner determination of this tenancy in such repair
    and the like condition Provided That




 





	 	(a)	The
    Landlord may at its discretion require the Tenant and the Tenant shall, upon such request and at its own cost, remove or do
    away with all or any of the a} terations, fixtures or additions to the Premises or any part(s) thereof (irrespective of whether
    the same was made by the Tenant or not or whether with or without the Landlord s consent) and make good and repair in a proper
    and workmanlike manner any damage to the Premises as a result thereof before delivering up the Premises to the Landlord in
    accordance with the conditions and requirements as set out in the Landlord' s Reinstatement Guide/Guidelines (which may be
    amended from time to time) to the satisfaction of the Landlord. The Landlord has the right to waive or vary any of the conditions
    or requirements in the said Reinstatement Guide/Guidelines in writing.




 


	 	(b)	Notwithstanding
    anything to the contrary contained in other provisions of this offer and/or the subsequent Tenancy Agreement, the Tenant agrees
    and declares that upon yielding up the Premises to the Landlord according to the above provisions, the door at the entrance
    of the Premises shall be of a fire-rated type and firerated damper(s) for air ducts connecting to common corridor shall be
    installed in the Premises in compliance with the then applicable statutory fire safety requirements irrespective of whether
    such fire- rated entrance door and/or damper(s) were provided by the Landlord at the commencement of the Term. The Tenant
    shall, if so requested by the Landlord, produce to the Landlord at the time of yielding up the Premises a certificate and
    test report from the contractor confirming that the quality of the fire-rated door meets with the statutory requirements.




 


	 	(c)	Should
    the Tenant fail to comply with Sub-clauses (a) or (b) above, the Landlord shall be entitled to remove the said alterations,
    fixtures or additions and reinstate the Premises (and/or to replace the entrance door by fire-rated one and/or install the
    fire-rated damper(s)) at the sole expense of the Tenant and to recover such cost from the Tenant by action or by deduction
    from the deposit paid by the Tenant under this agreement.







 



    	 	6	 



     

    




  


LD-AG-001-NL


 


	 	(ii)	Immediately
    prior to delivery or redelivery to the Landlord of the fan coil units or similar indoor parts of the air-conditioning units
    within the Premises and all airconditioning units serving the Premises exclusively (whether they are of Split-type or window
    type, whether they are situated inside or outside the Premises and whether they belong to the Tenant or the Landlord or any
    other person or corporation, the Tenant shall employ at its own expenses a cleaning contractor approved by the Landlord to
    carry out a final cleaning (with the application of chemical) to such units and shall produce to the Landlord upon its request
    the receipt of the contractor' s charges for such cleaning. Should the Tenant fail to carry out the cleaning work, the Landlord
    shall be entitled to carry out the same at the expense of the Tenant and to recover such cost from the Tenant by action or
    by deduction from the deposit paid by the Tenant under this Agreement.
	 	 	 
	 	(iii)	For
    the avoidance of doubt, the Tenant shall not be entitled to any delay, extension or postponement of the delivery of possession
    of the Premises to the Landlord in case the day on which the expiration or termination falls on a Sunday or public holiday.










 


	5.	The
    Tenant shall permit the Landlord and its agents with or without workmen or others and with or without appliances at all reasonable
    time upon reasonable notice to enter upon the Premises to view the condition thereof and (i) to carry out necessary repair
    and maintenance work to the Landlord's fixtures and fittings therein; or (ii) to carry out Other work for compliance with
    any law, rule, regulation or any requirement or notice or order of any Government department or competent authority; or (iii)
    for any reasons whatsoever for which entry is considered necessary by the Landlord.




 


	6.	The
    Tenant shal not use the Premises for any purpose other than as specified herein.




 


	7.	The
    Tenant shall not transfer, assign, underlet, license, share or otherwise part with the possession of the Premises or any part
    thereof either by way of sub-letting, lending sharing or any other means whereby any person not a party to this offer and/or
    the subsequent Tenancy Agreement obtains the use or possession of the Premises or any part thereof.




 





	8.	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 (i) the fitting out, use or occupation of the Premises,
    (ii) the execution, existence or removal of alterations, additions or repairs to the Premises, (iii) any noncompliance by
    the Tenant with its obligations under this offer and/or the Subsequent Tenancy Agreement, or (iv) any other act, default,
    neglect or omission by the Tenant, its employees, contractors, servants, agents, licensees, visitors tors or invitees.




 


	9.	(i)	The
    Tenant shall design, fit out, lay out, decorate or furnish the Premises in a way not to diminish the function, increase the
    operative costs or in any way affect or tamper with the operation of any services, decorations or facilities of the Building.




 


	 	(ii)	Detailed
    plans for internal partitioning and/or decoration works, including but not limited to electrical and mechanical layouts shall
    be submitted to the Landlord for approval before commencement of any works. The Landlord or his authorized agents shall have
    the absolute discretion in granting or refusing such approval. The approval to be granted shall be subject to such condition
    as the Landlord or his authorized agent may think fit. The Landlord may use and provide to any subsequent user(s) or occupier(s)
    of the Premises or any other person(s) for use of the plans for the purposes of reinstatement, additions, decoration, repair
    or maintenance of the Premises or any parts thereof. The Tenant shall employ at the Tenant’ s expenses only Such contractors
    approved by the Landlord to examine all the electrical and mechanical Works in the Premises at least once a year or at such
    intervals as directed by the Landlord or the Building Manager and shall provide all relevant certificates and reports rendered
    by the approved contractors to the Landlord or the Building Manager as soon as the electrical and mechanical works are completed,
    renewed or examined. Electrical and mechanical works includes but not confined to electrical, plumbing, building automation,
    fire fighting installations, fuel gas system, ventilation System and hazardous gas/materials detectors.




 






    	 	7	 



     

    










 


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	 	(iii)	(a)	Should
    the Tenant require to install and/or replace any door(s), partition wall (s) or construction element(s) ( "Fire Rated
    Elements” ) of the Premises that require fire resistance rating under any applicable laws, rules and regulations, the
    Fire Rated Elements must be of fire-rated type and comply with such laws, rules and regulations and Landlord' s requirements.
    The Tenant shall within 14 days after completion of the installation and/or replacement work provide to the Landlord a certificate
    and test report from the contractor confirming that quality of the Fire Rated Elements meets with the statutory requirements
    at time of the installation/replacement.
	 	 	 	 
	 	 	(b)	If
    the Tenant fails to provide the certificate and test report from the contractor as required under sub-clause (iii) (a) above,
    the deposit for fitting out work shall not be returned to the Tenant until the failure has been rectified. Without prejudice
    to the aforesaid and any other rights or remedies that the Landlord may have, the Landlord, its servants, contractors or agents
    shall also be entitled and/or are hereby authorized or deemed to have been authorized by the Tenant, after the aforesaid failure
    of the Tenant, to demolish the Fire Rated Elements or any of them already installed and/or replaced by the Tenant or its contractor
    and to replace them or any of them by other door(s), wall (s) and/or construction element(s) (as the case may be) chosen by
    any of them at their own choice but at the costs of the Tenant and without incurring any liability to the Tenant. The Landlord
    shall be entitled to deduct all costs incurred by it for the demolishing and replacement of the Fire Rated Elements as provided
    before in this clause from the deposit for fitting out work. The Tenant shall pay to the Landlord immediately upon demand
    any deficiency of the costs, if any, after deduction of the deposit.






 




	 	(iv)	The
    Tenant shall take at its own expenses adequate and proper measures to avoid or prevent or minimize the risk of any loss or
    damage to property or injury or death to person in connection with operation of its business in the Premises ( "Preventive
    Measures" ). The Preventive Measures shall include but not limited to provision or installation of hazardous gas/materials
    detectors, ventilation system, fire fighting system and slip proof installations and equipments and such other measures as
    the Landlord or the Building Manager may in its absolute discretion think necessary for the avoidance, prevention or minimization
    as aforesaid.
	 	 	 
	 	(v)	The
    Tenant shall permit and accompany the Landlord, its agents or the Building Manager at all reasonable times to enter the Premises
    and view the state and condition of the electrical and mechanical works and the Preventive Measures. Should any defect or
    want of repair be found on the electrical and mechanical works or the Preventive Measures or any part thereof, the Tenant
    shall make arrangement to remedy the same forthwith upon request by the Landlord, its agents or the Building Manager. The
    Landlord, its agents or the Building Manager shall not by virtue of exercise of its right provided under this sub-clause incur
    any liability whatsoever over the electrical and mechanical works or the Preventive Measures and shall not be liable for any
    defect or irregularity thereof which shall be the sole responsibility of the Tenant.




 









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LD-AG-001-NL


  


	10.	The
    Tenant shall not make any alterations or additions to any fixtures or fittings or electrical wi ring or electrical/mechanical
    instal lations or fi re-prevention system or airconditioning system or plumbing and drainage system or building services system
    without the prior Written consent of the Landlord and to use the Landlord's approved contractor for carrying out and installing
    mechanical and electrical engineering work at the Tenant’ s sole costs and expenses.




 


	11.	The
    Tenant shall be responsible for the cost of the installation of sub-main cable to and all other alteration works at the Premises.




 


	12.	Prior
    to carrying out any fitting out or other works to the Premises, the Tenant shall take out adequate insurance to cover all
    risks for the fit out work and pay to the Building Manager a vetting charge for his checking and approving the fit out plans
    and inspection of the fit out works, and a refundable deposit as security for any damage to the Building caused as a result
    of the Tenant's fit out works and the removal of any debris and for compliance of all fitting out requirements whether under
    this Agreement or the Tenant’ s Fitting-Out Guide.




 


	13.	The
    Tenant shall remove at the Tenant's own expense all debris and rubbish resulting from such fitting out work to the location
    designated by the Landlord or the Building Manager or their authorised agents in an orderly and proper manner.




 


	14.	The
    Tenant shall pay temporary electricity charge and debris removal charges to the Building Manager as required.




 


	15.	The
    Tenant shall keep the Premises including all windows at all times in a clean and sanitary state and condition to the satisfaction
    of the Landlord. For the avoidance of doubt, the above obligation of the Tenant shall cover any toilet, open space, open seating
    area, garden, car parking space and any other kinds of spaces or areas within or included in the Premises or designated for
    the use of the Tenant and the fittings and installations the rein. If, in the opinion of the Landlord, the Tenant fails to
    keep the Premises in the aforesaid condition, the Landlord shall have the right (but not oblige) to enter the Premises and
    arrange cleaning or other work to be carried out to the Premises which the Landlord in its absolute discretion consider necessary
    to maintain the Premises in such condition and the Tenant shall pay to the Landlord all costs incurred therefor.




 


	16.	(i) Each party
    shall take every reasonable precaution to ensure that its agents, officers or employees and in addition, in case of the Tenant,
    its contractors, Solicitors and other professional advisers do not :-




 


	 	(a)	disclose any
    term of this offer and/or the Subsequent Tenancy Agreement ; or




 






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	 	(b)	disclose
    or use any information acquired in connection with this offer and/or the subsequent Tenancy Agreement or acquired in connection
    with the negotiations leading up to it save when necessary for the performance of that party' S obligations under this offer
    and/or the subsequent Tenancy Agreement or as the other party may first agree in writing.
	 	 	 
	 	(ii)	This
clause shall not operate so as to prevent a disclosure which is made: -



   


(a)
to a public authority under compulsion of law;


 


(b)
to a court of law in Hong Kong Special Administrative Region or elsewhere or otherwise in any legal proceeding;


 


(c)
to the auditors of , or any lawyer or professional person being under a duty of confidentiality in acting for that party, or when
advising a party as to the performance of its obligations under or in connection with this offer and/or the Subsequent Tenancy
Agreement; -


 


(d)
to banks and/or financial institutions for the purposes of the Landlord' s raising and/or arranging finance and/or refinancing,
whether in connection with the Premises, the development in which the Premises are situated or otherwise; -


 


(e)
in connection with the fulfillment of any rules, regulations or other requirements of any stock exchange or any relevant regulatory
authority for any purpose whatsoever;


 


(f)
in connection with any sale, assignment, transfer or other disposal of the Premises, the Building and/or development in which
the Premises are situated or any part thereof or any interest the rein and/or of the shares and/or business of the Landlord, or
the discussion or negotiation thereof;


 


(g)
for the purposes of rental collection and/or property management.


  


	17.	The
    Landlord reserves the right to change the user or trade-mix of any part of the Building for any other purposes (including
    but not limited to restaurant and/or retail purposes), renovate or refurbish the shopping arcade (if any) or office area (if
    any) or any part or any area of the Building, to change, alter, amend, vary, add to, re-construct, re-designate, re-partition
    or re-locate the layout of the shopping arcade (if any) or office area (if any) or any part or any area of the Building including
    but not limited to the external walls, advertising space(s), entrance, lobbies, staircases, landings, passages, corridors,
    toilets, lifts and escalators and/or to erect, affix, install, remove, maintain, renew or paint on or to such parts of the
    exterior of the Building and/or the Premises (including but not limited to the walls and windows) flags, poles, banners, posters,
    decorations, chimneys, sunshades, sculptures, signs, Stickers, signboards, advertisements (illuminated or otherwise), broadcasting
    device or structures (with Sound system or otherwise), marketing or promotional materials and to carry out Works and inspection
    in connection therewith. The Tenant shall not be entitled to object to the change or any works as aforesaid and shall have
    no right of action or claim for compensation whatsoever in connection therewith.
	 	 
	18.	Unless
    the context otherwise requires, words herein importing a gender shall include all other genders and words he rein in the singular
    shall include the plural and vice versa.






 















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	19.	(i)	Any
    notice required to be served hereunder shall be sufficiently served on the Tenant if delivered to it by post or facsimile
    or email or left addressed to it at the Premises or at its last known address in Hong Kong Special Administrative Region and
    shall be sufficiently served on the Landlord if sent to it by post or delivered to it at the address given here in 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 one (1) business day after the date of posting.




 


	 	(ii)	The
    Tenant agrees and confirms that the email address provided herein is for the purpose of receiving notices served under this
    offer and/or the Subsequent Tenancy Agreement by email.




 


		The
    Tenant understands and acknowledges that (i) the Landlord may, but is not obliged to and without limiting the kind of notices
    sent by the Landlord to the Tenant through email,Send notices or advices for payment of any rent, other charges and/or additional
    outgoings with interest thereon (if any) payable under this agreement or for other related purposes to the Tenant through
    the email address provided above or to the Landlord in writing from time to time; and (ii) irrespective of whether any such
    notice or advice for payment has been sent to the Tenant by the Landlord or not, payments shall be in arrears if not made
    on the date and in manner as provided in this offer and/or the subsequent Tenancy Agreement and the Landlord is not in any
    way liable to the Tenant or any other persons for any delay or failure in giving the aforesaid notice or advice.




 


	20.	The
    Tenant shall not employ any person or firm to provide security service to the Premises except person or firm approved by the
    Landlord or the Building Manager. Such security Service shall be obtained at the sole expense of the Tenant.




 


	21.	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.




 


	22.	In
    addition to rent, any amounts falling due under this Offer 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 this agreement, 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 (whether
    formally demand or not) 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.




 


	23.	If
    the Tenant has failed to observe or perform any covenants, agreements, Stipulations, terms or conditions of this Agreement,
    the Landlord and/or the Building Manager has the right to withhold the service or facility provided by the Landlord and/or
    the Building Manager under this Agreement without incurring any liability to the Tenant for any loss or damage suffered by
    the Tenant as a result thereof. The aforesaid right shall be exercisable by the Landlord and Building Manager notwithstanding
    anything to the contrary contained in this Agreement and without prejudice to any other rights and remedies that the Landlord
    and/or the Building Manager may have. 










 






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	24.	The
                                         Tenant shall not 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 or other
                                         device (whether illuminated or not) which may be visible from outside the Premises except
                                         with prior approval of the Landlord or the Building Manager. The Tenant shall remove
                                         any of the aforesaid displays notwithstanding that prior approval has been obtained from
                                         the Landlord and/or the Building Manager if, at any time during the Term, it is in the
                                         opinion of the Landlord that the aforesaid displays or any of them does not appear in
                                         a manner (whether of design, quality, type or otherwise) keeping with first class commercial
                                         premises then the Tenant shall, at his sole cost, replace the same with such appropriate
                                         displays approved by and to the satisfaction of the Landlord and/or the Building Manager.









  


	25.	(i)	The
    Tenant shall not install, affix, put up or display or permit or suffer to be installed, affixed, put up or displayed at, on
    or upon the Premises and/or any part of the Building, any artwork, exhibits, display, articles or materials ( "the Displays"
    ) any content of which has not been first approved by the Landlord or is or is considered in its absolute discretion by the
    Landlord (whose decision is final and conclusive) to be:
	 	 	 
	 	 	(a)
                                         illegal, immoral or prohibited by the Government of Hong Kong Special Administrative
                                         Region;


 


(b)
in breach of any applicable legislation or regulations from time to time in force in Hong Kong Special Administrative Region;


 


(c)
obscene, indecent, objectionable, defamatory, discriminatory or offensive to the general public or any person(s);


 


(d)
promoting or advertising the business of any direct competitors of the Landlord or Sing Group;


 


(e)
adversely affecting the image of reputation or prestige of the Landlord or Sino Group or the Building; or


 


(f)
otherwise inappropriate or considered by the Landlord to be inappropriate to be displayed at the Premi ses and for the Building.













 


	 	(ii)	The
    Tenant shall be wholly responsible for the contents of the Displays and shall indemnify the Landiord against any claim, liability,
    cost, expense, loss or damage arising from or in connection with the contents of the Displays or any part of them or any breach
    of the Tenant of this clause.




 


	 	(iii)	If
    the Landlord is of the opinion that the contents of the Displays or any part thereof is of any kind referred to in clause
    25(i) above, the Tenant must remove or demolish the same immediately at its sole cost. For the avoidance of doubt, the Landlord
    is entitled (but not obliged) to remove or demolish the Displays or such part thereof at any time without incurring any liability
    to the Tenant. All expenses for the removal and demolition shall be borne and paid by the Tenant and the Landlord shall not
    be liable to the Tenant or any other party whomsoever for any claim, loss or damage whatsoever caused to the Displays arising
    from such removal and demolition.




 









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SCHEDULE
II


 


Special
Conditions


 


1.
Management Fee and Air-Conditioning Charge


 


(i)If
the normal air-conditioning supply hours are specified hereinbefore, air-conditioning charge shall be payable by the Tenant. The
management fee and air-conditioning charge (if any) shall be subject to revision from time to time during the Term as determined
by the Building Manager and is payable monthly in advance on the first day of each calendar month. The normal air-conditioning
Supply hours are subject to revision from time to time by the Landlord or the Building Manager at its sole discretion by giving
to the Tenant not less than one month's prior notice in writing in that behalf.


 


(ii)If
the management fee and air-conditioning charge (if any) shall be in arrears for more than fifteen (15) days, without prejudice
to any right of action or any remedy of the Landlord for the recovery thereof, from the Tenant, the Landlord shall be thereafter
at its discretion entitled to Suspend or discontinue the provision of any management or air-conditioning supply services including
any cleaning service to the Premises if it is included in the management service until such default or breach has been rectified
and the Landlord shall not incur any liability to the Tenant for any loss, or damage suffered by the Tenant as a result thereof.





 


2.
Cleaning Service Charges


 


(i)
In the event that the Tes2nt is liable to pay monthly cleaning service charges hereunder,


 


(a)
the Tenant has agreed to engage Best Result Environmental Services Limited ("Best Result"), a cleaning contractor approved
by the Landlord, to provide internal cleaning services ("cleaning Services") to the Premises throughout the Term at
the Tenant's cost which is subject to adjustment to be made by Best Result and is payable is advaňce and in the same manner
as the management fee and air-conditioning charge (if any) are payable under this agreement. The scope of the cleaning services
will be available upon request be ng made to Best Result either directly or through the Landlord. The cleaning service charges
will be collected by the Landlord as agent for and on behalf of Best Result, in the same way and manner as the management fee
and air-conditioning charge (if any) are collected.


 


(b)
if the cleaning service charges shall be in arrears for more than fifteen (15) days, the Landlord shall notify Best Result who
may thereafter at its discretion suspend or discontinue the provision of cleaning services to the Premises until such default
or breach has been rectified. Without prejudice to any right to recover the outstanding sum(s) from the Tenant by the Landlord
or Best Result, the Landlord shall not incur any liability to the Tenant for any loss or damage suffered by the Tenant as a result
thereof.


 


(ii)
The Tenant shall not employ any person or firm (other than its own staff) to carry out internal cleaning of the Premises save
with prior approval of the Landlord or the Building Manager and the Tenant shall pay all charges there for.


 


3.
Legal Costs


 


The
Landlord's solicitors' legal costs (calculated at full scale), disbursements and other legal expenses in connection with the preparation
and signing of the Tenancy 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 solicitors' costs.


 


4.
Sales and Redevelopment


 


(i)
Notwithstanding any provision to the contrary contained in this offer and/or the subsequent Tenancy 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 not less than six (6) calendar months' notice in writing to the Tenant to determine this
offer and/or the subsequent Tenancy 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.


 






    


     

    




 


(ii)
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 contained
in this agreement. 


 


(iii)
The expression "Landlord" in this clause shall include the Landlord's successors in title and this clause shall enure
for the benefit of the Landlord's successors in title.


 


(iv)
It is also agreed and declared that notwithstanding any other provision(s) in this agreement 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,
irrespective of whether such rights shall have been exercised by the Tenant or not. 


 


(v)
The Tenant shall not be entitled to any claim against the Landlord for any damages of compensation or any relief against the extinguishment
and determination of its option right (S).


 


5.
Vacant Possession


 


(i)
The Tenant is fully aware of the fact that the Premises is at present let to an existing tenant,


 


(ii)
The Tenant agrees that if the landlord shall for whatever reason fail to obtain vacant possession of the Premises on or before
16 October 2015, the date of commencement of the said term and for the de very of vacant possess son of the Premises by the Landlord
to the Tenant shall be postponed.


 


(iii)
In such an event, the Tenant will not be compensated in anyway by the Landlord save that the Tenant's obligations to pay rent
and to perform and observe the other terms and conditions of this Agreement (save and except the payment of deposit) shall not
arise until vacant possession of the Premises is delivered to the Tenant.


 






    


     

    

 


ANNEXURE


 


Landlord’s
Provisions


 


Save the
items enlisted here below, the premises shall be handed over to the Tenant in a ‘bare shell’ condition.


 


1. Landlord
shall install ceiling tiles and ceiling grids at Landlord’ s standard in one-off basis after the lease commencement date.


 


2. Landlord
shall supply and deliver 130 nos. recessed light fixture (material only) at Landlord’ s standard in one-off basis for Tenant’
s own installation


 


3. Landlord
shall supply and deliver 260 nos. fluorescent tube (material only) at Landlord’ s standard in one-off basis for Tenant’
s own installation.


 


4. Landlord
shall install two numbers of single leaf fire rated wooden door at Landlord’ s standard.


 


5. Landlord
shall install a double leaf fire rated glass door at Landlord’ s standard.


 


Upon sonner
determination or expiration of the Lease, Landlord reserver the right to demand Tenant to demolish the premises to Landlord’
s bare shell standard, repair or reinstate wholly or partially of it.