exv10w6w27






EXHIBIT 10.6.27




	 	 	 
	AN AGREEMENT

	 	made this 28th day of May
	 
	 	 
	 

	 	Two thousand and Seven






	 	 	 	 	 	 	 
	 	 	BETWEEN the Company detailed as the Landlord in Part I of the First Schedule hereto (hereinafter called
“the Landlord” which expression shall where the context admits include its successors and assigns) of the
one part and the person firm or company detailed as the Tenant in Part I of the First Schedule hereto
(hereinafter called “the Tenant”) of the other part.
	 
	 	 	 	 	 	 
	Premises	 	WHEREBY IT IS AGREED as follows:
	 
	 	 	 	 	 	 
	 	 	(1)	 	The Landlord shall let and the Tenant shall take ALL THOSE premises (hereinafter referred to as
“the said premises”) forming part of all that building (hereinafter referred to as “the said
Building”) which said premises and Building are more particularly described and set out in Part II
of the First Schedule hereto TOGETHER with the use in common with the Landlord and all others
having the like right of all entrances, staircases, landings, corridors, passages and lavatories
and all the lifts, escalators and central air-conditioning services in the said Building (if and
whenever the same shall be operating) in so far as the same are necessary for the proper use and
enjoyment of the said premises and except in so far as the Landlord may from time to time restrict
such use for the term set out in Part III of the First Schedule hereto (hereinafter referred to as
“the said term”) Yielding and Paying therefore throughout the said term the rent and other charges
as are from time to time payable in accordance with the provisions set out in Part I, Part II and
Part III of the Second Schedule hereto.
	 
	 	 	 	 	 	 
	 	 	(2)	 	The Tenant to the intent that the obligations hereunder shall continue throughout the said term
hereby agrees with the Landlord as follows:
	 
	 	 	 	 	 	 
	Rent

	 	2.01
	 	 	 	To pay the rent on the days and in the manner set out in Part I of the Second Schedule
hereto by auto-pay into a bank account designated by the Landlord or by other means as
the Landlord may from time to time direct.
	 
	 	 	 	 	 	 
	Air-conditioning
changes and
management fees

	 	2.02
	 	 	 	To pay the air-conditioning and management charges on the days
and in the manner set out in Part II of the Second Schedule
hereto by auto-pay into a bank account designated by the Landlord or by other means as
the Landlord may from time to time direct Provided that the Landlord shall be entitled at
any time and from time to time during the said term to serve a notice upon the Tenant
increasing the air-conditioning and management charges by an amount or amounts which the
Landlord shall deem appropriate and thereafter such increased charges shall be payable in
lieu of the charges provided for in Part II of the Second Schedule.






 









 






	 	 	 	 	 	 	 
	Rates and
Government Rent

	 	2.03
	 	 	 	To pay and discharge all rates, government rent (if any), taxes,
assessments, charges, duties, impositions, and outgoings whatsoever now or hereafter to
be levied or imposed upon the said premises or upon the owner or occupier thereof by the
Government of the Hong Kong Special Administrative Region (“the Hong Kong Government”) or
other lawful authorities (Property Tax only excepted). Without prejudice to the
generality of this Clause the Tenant shall pay all rates and government rent imposed on
the said premises in manner set out in Part III of the Second Schedule hereto in the
first place to the Landlord who shall settle the same with the Hong Kong Government and
in the event of the said premises not having been assessed to rates or government rent by
the Hong Kong Government the Tenant shall pay to the Landlord such sums as shall be
required by the Landlord as a deposit by way of security for the due payment of rates and
government rent subject to adjustment on the actual assessment of rates and/or government
rent being received from the Hong Kong Government.
	 
	 	 	 	 	 	 
	Utility charges
and Deposits

	 	2.04
	 	 	 	To pay and discharge all deposits and charges in respect of water
electricity telephone and other utilities as may be shown by or operated from the
Tenant’s own metered supply or by accounts rendered to the Tenant in respect of all such
utilities consumed on or in the said premises.
	 
	 	 	 	 	 	 
	Interior Fitting Out

	 	2.05.01
	 	 	 	To fit out the interior of the said premises in accordance with the plans drawings and
specifications as shall have been first submitted to and approved by the Landlord or (if
required) the manager of the said Building (“the Manager”) in writing in good proper and
workmanlike manner using good quality materials and in all respects in a style and manner
appropriate to a first class office building/shopping centre. Without limitation to the
generality of the foregoing, the Tenant shall at its own expense:
	 
	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	construct furnish or install within the said premises the following items:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)  a ceiling of non-combustible material;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  such fire extinguishers or other fire-fighting equipment as may be required from
time to time by the laws of the Hong Kong Special Administrative Region
(hereinafter referred to as “Hong Kong”) including the provisions of sprinkler
heads and/or smoke detectors;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)  vertical window blinds, tracks and fittings;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(d)  floor tiles and floor finishes (PVC tiles shall not be used unless approved by
the Landlord);

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(e)  all utilities such as gas and telephone as well as other requirements of the
Tenant together with such meters as are necessary to measure the Tenant’s
consumption thereof;






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	 	 	 	 	 	(f)  all lighting fixtures including lamps, switches and wiring;

	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	paint and decorate the interior of the said premises;
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	complete all electrical and mechanical installations (including heating, ventilation,
air-conditioning, plumbing, drainage and fire services and wiring from the said premises
to the meter room and connection of the ventilation and air-conditioning system and the
fire services system installed in the said premises to the Landlord’s main system
including the installation of fan coil units and sprinkler heads distribution thereto).
	 
	 	 	 	 	 	 
	Tenant’s Plans

	 	2.05.02
	 	(i)
	 	Prior to the commencement of the fitting out work referred to in Clause 2.05.01 above
(“the Fitting Out Work”) the Tenant shall at its own costs and expense prepare and submit
to the Landlord for approval plans, drawings and specifications in such details as the
Landlord may require in respect of the Fitting Out Work (“the Tenant’s Plans”) which
shall include, without limitation, the following:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)  5 sets of ceiling plan showing partition that penetrate into the ceiling void
and details of works inside the ceiling void, exact location of light fittings
and thermostat control units and proposed relocation, proposed modification to
main ceiling trunking system together with schedule on voltage, type, wattage
and quantity;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  5 sets of floor plan showing details of partitions, area of raised flooring and
location of heavy equipment;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)  5 sets of electrical layout plan for all case work including the location of all
sockets, switches, fuse box and telephone points;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(d)  5 sets of elevation plan showing design of shopfront/showcase or if an office,
its main entrance with details of electric outlets;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(e)  5 sets of fire services layout plan showing location of existing sprinkler heads
and any proposed relocation of addition, location and arrangement of smoke
detective system and BTM system if any;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(f)  5 sets of air-conditioning layout plan showing changes to existing
installations, location of thermostats and access panels with schedule of fan
coils units and tee-off valves etc.;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(g)  5 sets of plumbing and drainage plan.






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	 	 	 	(ii)
	 	The Tenant’s Plans shall be submitted to the Landlord for approval in any event within 14
days of the signing of this Agreement. The Landlord may accept reject or modify the
Tenant’s Plans or any part thereof and shall notify the Tenant of the same within 14 days
after submission of such plans by the Tenant. For the avoidance of doubt, it is hereby
expressly agreed that rent shall be payable from the expiry of the rent-free period set
out in Part I of the Second Schedule notwithstanding that the Tenant’s plans have not yet
been submitted to, or have not yet been approved by the Landlord.
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	The Tenant shall commence the Fitting Out Work within 30 days of the notice from the
Landlord accepting or modifying the Tenant’s Plans (as the case may be) which work shall
be completed within the time specified by the Landlord in the said notice.
	 
	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	All mechanical and electrical engineering work relating to the said premises and all
decoration work within the said premises shall be carried out and performed by
contractors or sub-contractors approved by the Landlord and all other works and
arrangements related to the said premises including but not confined to plumbing and
fire-fighting installation shall be carried out by contractors or sub-contractors
nominated by the Landlord all at the Tenant’s costs and expense and at such time and hour
as may be specified by the Landlord.
	 
	 	 	 	 	 	 
	Vetting Fee

	 	2.05.03
	 	 	 	The Tenant shall pay to the Landlord a vetting fee in the sum as set out in Part IV of
the Second Schedule hereto in respect of the costs charged by the Landlord’s consultant
for approving the Tenant’s Plans and any modifications or amendments thereto and for
supervising the Fitting Out Work.
	 
	 	 	 	 	 	 
	Inspection by
Landlord

	 	2.05.04
	 	(i)
	 	The Fitting Out Work shall be subject to the inspection and
supervision of the Landlord, the Landlord’s Architect and the Landlord’s General
Contractor from time to time during the period in which the said work is being performed.
	 
	 	 	 	 	 	 
	Reimbursement
to Landlord

	 	 	 	(ii)
	 	The Landlord shall have the right to perform on behalf of and for
the account of the Tenant any of the Fitting Out Work which the Landlord determines shall
be so performed. Such work shall be limited to work caused by the Tenant’s fault, and
work which pertains to structural components, the general utility systems for the said
Building and the erection of temporary safety barricades and temporary signs during
construction.
	 
	 	 	 	 	 	 
	Sundry expenses during
fitting out period

	 	2.05.05
	 	(i)
	 	The Tenant shall pay to the Landlord such charges in respect of
supply of temporary electricity to the said premises as the Landlord may decide together
with the installation costs for such supply and other sundry expenses incurred by the
Landlord by reason of the Tenant’s Fitting Out Work being carried out on the said
premises and the Landlord may deduct such sums from the deposits mentioned in Clause
2.05.05(ii) below.






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	 	 	 	(ii)
	 	The Tenant shall at the signing of this Agreement deposit with the Landlord (a) a sum as
set out in Part V of the Second Schedule hereto to secure the due performance and
observance of the Tenant’s obligations under this Clause 2.05 and (b) a further sum as
set out in Part VI of the Second Schedule hereto to defray the aforesaid sundry expenses
and temporary electricity charges which sums shall, subject to any deduction that the
Landlord is entitled to make under this Agreement, be refunded to the Tenant without
interest within 30 working days after the completion of the Fitting Out Work.
	 
	 	 	 	 	 	 
	Statutes, Codes &
Ordinance	 	2.06	 	The Tenant shall have the sole responsibility to comply with all
applicable statutes, codes, ordinances and regulations for all works performed by or on behalf
of the Tenant within the said premises and approval by the Landlord or the Landlord’s agent of
plans, specifications, calculations or otherwise of any works shall not constitute any
implication, representation or certification by the Landlord that such works are in compliance
with any statutes, codes, ordinances or regulations.
	 
	 	 	 	 	 	 
	Contractors’
Insurance	 	2.07	 	The Tenant shall procure that any contractors engaged by the Tenant to
carry out any works relating to the said premises effect third party liability insurance in such
sum as the Landlord may require and that the relevant insurance policy be produced to the
Landlord as and when so required by the Landlord. The Landlord will not otherwise permit any
works to be carried out by such contractors.
	 
	 	 	 	 	 	 
	Telephone
System	 	2.08	 	To install at the Tenant’s own expense empty conduits for telephone
service to the said premises. Telephone service to said premises shall only be installed by
PCCW-HKT Limited or other licensed telephone company and the Tenant shall pay to the Landlord
the expenses incurred in the installation of telephone jacks and conduits to the said premises.
	 
	 	 	 	 	 	 
	Pass for Services	 	2.09	 	To permit permanent utility lines including but not limited to drains, gas and water pipes and
electricity and other wires to pass through the said premises to service other premises and
areas in the said Building and to permit the Landlord and all persons authorised by it to enter
the said premises to carry out any works repairs or maintenance which require to be done.
	 
	 	 	 	 	 	 
	Design Loads

	 	2.10
	 	(i)
	 	Loading imposed by any of the Tenant’s work on a temporary or permanent basis shall not
exceed the designed live load.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	The Landlord shall be entitled to prescribe the maximum weight and permitted location of
safes and other heavy equipment and to require that the same shall stand on supports of
such dimensions and materials to distribute the weight as the Landlord may deem necessary.






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	 	 	 	(iii)
	 	Except for suspended ceilings and duct work, the Tenant shall not support any equipment,
partitions or other work on or from the Landlord’s walls, structure or roof deck without
the Landlord’s prior approval in writing.
	 
	 	 	 	 	 	 
	Floor Load

	 	 	 	(iv)
	 	The Tenant shall not put or permit to be put any equipment, goods, stocks or things
whatsoever on the said premises the load of which exceeds the designed live load of the
premises under the Building Ordinance.
	 
	 	 	 	 	 	 
	Installation &
Alteration

	 	2.11
	 	(i)
	 	Not without prior written consent of the Landlord to make or
permit any alteration or addition to the said premises or any part thereof either
internally or externally or to any fixtures or fittings or electrical wiring or
electrical mechanical or ventilation and air-conditioning installations or fire services
systems or any other system or facilities therein or to any item therein or any other
equipment machinery appliances or anything whatsoever (whether or not of a structural
nature). Upon determination of this Agreement the Tenant shall at his own expense remove
all decoration or partitions so erected or installed by the Tenant and restore the said
premises to its original state upon being required so to do by the Landlord.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	The Tenant shall employ at his own costs and expense the Landlord’s nominated contractor
or consultant for the purpose of carrying out any of the permitted alterations additions
or improvements (except for mechanical and electrical work and decoration work within the
said premises which may be carried out by contractors approved by the Landlord.)
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	To observe and comply with all rules and regulations and instructions from time to time
prescribed by the Landlord or its authorised representative or officer in carrying out
any permitted alterations additions or improvements to the said premises.
	 
	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	The Tenant shall have the sole responsibility to observe and comply with all applicable
statutes, codes, ordinances and regulations for all works performed or to be performed by
or on behalf of the Tenant and approval by the Landlord of any plans or specifications or
otherwise shall not constitute or be deemed to constitute any implication representation
or warranty that the said works are in compliance with any statutes, codes, ordinances or
regulations.
	 
	 	 	 	 	 	 
	 

	 	 	 	(v)
	 	To observe and comply with all rules regulations and instructions from time to time by
The Hongkong Electric Company Limited or the relevant authority relating to the
electrical wiring and installation in the said premises.






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	 	 	 	(vi)
	 	All fees and expenses incurred by the Landlord in connection with the giving of consents
under this Clause shall be borne by the Tenant.
	 
	 	 	 	 	 	 
	Injury to main
walls ceilings,
floors, doors and
windows	 	2.12	 	Not to cut maim injure damage alter or interfere with any of the doors
windows walls structural members pipes drains appurtenances
electrical cables wires fixtures or fittings of or in the said premises or
any part thereof or suffer or permit the same to be done.
	 
	 	 	 	 	 	 
	Compliance with
Ordinances	 	2.13	 	To comply with all ordinances regulations by-laws, and all notices and
requirements of the appropriate Government or other competent authorities or the Manager in
connection with or in relation to the use of the said premises and to keep the Landlord
indemnified against all proceedings actions claims demands and liabilities in respect thereof
and all costs and expenses incurred by the Landlord thereon and upon receipt of any such notice
concerning or in respect of the said premises as aforesaid forthwith to deliver to the Landlord
a copy of such notice.
	 
	 	 	 	 	 	 
	Good repair of
interior

	 	2.14
	 	(i)
	 	To keep all the interior and/or non-structural parts of the said
premises including the flooring and interior plaster or other finishing material or
rendering to walls and all ceilings and the Landlord’s fixtures therein and all additions
thereto and the doors, windows, ventilation and air-conditioning system, fire-fighting
equipment, electrical installations, wiring, fan coil units, thermostat control and
sprinkler heads thereof (whether or not the same is installed by the Tenant) in good,
clean and tenantable repair and condition and as may be appropriate from time to time
properly painted and decorated so as to maintain the same at the sole expense of the
Tenant throughout the said term and to yield up the same in such repair and condition at
the end or sooner determination of the said term.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	To observe and comply with all rules and regulations and instructions from time to time
prescribed by the electricity supply company and/or the relevant authority relating to
the electrical wiring and installation in the said premises and to repair or replace all
electrical wiring installations and fittings within the said premises and the wiring from
the Tenant’s meter(s) to and within the same whenever required by the supply company,
statutory undertake or other competent authority.
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	To indemnify the Landlord against all costs, claims, demands, actions, liabilities and
legal proceedings whatsoever made upon the Landlord by any person in respect of any
breach of this covenant.
	 
	 	 	 	 	 	 
	Grease Trap
(if applicable)	 	2.15	 	To install its own grease trap(s) in order to comply with the relevant
Government regulations for the operation of a restaurant and to keep any grease trap serving the
said premises in good clean and proper repair and condition at all times during the said term to
the satisfaction of the Landlord and in accordance with the regulations of the Government
authorities concerned.






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	Good repairs &
replacement of
sanitary apparatus

	 	2.16
	 	(i)
	 	To keep all taps lavatories wash basins sinks sanitary and
water apparatus and other pipes and all drains (if any) located
within the said premises (and such lavatories and water apparatus as are located
elsewhere in the said Building and used exclusively by the Tenant and/or its servants
agents and licensees) in clean and tenantable state and in proper repair and condition at
all times during the said term to the satisfaction of the Landlord and in accordance with
the regulations of the Government Authority concerned.
	 
	 	 	 	 	 	 
	Toilet Facilities

	 	 	 	(ii)
	 	To use in common with others the lavatories and washing accommodations and facilities
provided by the Landlord in the said 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 loss damage or
injury by the escape of water caused to the property or the tenants or occupiers of any
other part(s) of the said Building.
	 
	 	 	 	 	 	 
	Replacement of
Doors & Window
Glass	 	2.17	 	To replace at the Tenant’s expense all broken or damaged windows
doors glass and fixtures whether the same shall have been broken or
damaged by the negligence of the Tenant or owing to circumstances beyond the control of the
Tenant.
	 
	 	 	 	 	 	 
	Cleansing &
Clearing of Drains	 	2.18	 	In the event of the pipes or drains of the said Building becoming
choked or stopped up owing to the careless use by the Tenant its servants agents licensees
invitees the Tenant shall pay the costs incurred by the Landlord in cleansing and clearing the
same.
	 
	 	 	 	 	 	 
	Indemnity against
loss/damage from
Interior Defects	 	2.19	 	To be responsible for and to fully and effectually indemnify the
Landlord from and against any proceedings actions claims and
demands whatsoever by any person for any loss damage or injury caused to or suffered by any
person whomsoever or any property whatsoever including any loss of business or profit as a
result of or otherwise arising from the want of repair of the said premises or any fixtures or
fittings therein the repair of which the Tenant is responsible hereunder or the spread of fire
or smoke or the overflow of water or the escape of any substance or anything from the said
premises and against all costs and expenses of the Landlord incurred in respect of any such
proceedings actions claim or demand.
	 
	 	 	 	 	 	 
	Insurance

	 	2.20
	 	(i)
	 	To effect and maintain during the said term insurance cover in respect of the risks
mentioned in Clause 2.19 above and such other risks as the Landlord may deem appropriate.
The policy of insurance shall be effected with an insurance company approved by the
Landlord for a coverage of not less than HK$5,000,000.00 for any one claim or in such
amount as the Landlord may determine and which policy shall be endorsed to show the






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	 	 	 	 	 	Landlord as the registered owner of the said premises 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 prior written consent of the
Landlord. The Tenant undertakes to produce to the Landlord as and when required by the
Landlord such policy of insurance together with a receipt for the last payment of premium
and a certificate from the relevant insurance company that the policy is fully paid up
and in all respects valid and subsisting on request Provided always that if the Tenant
shall at any time fail to keep such insurance in force the Landlord may do all things
necessary to effect and maintain in force such insurance and any monies expended by the
Landlord for that purpose shall be recoverable from the Tenant on demand.
	 
	 	 	 	 	 	 
	Insurance Policy

	 	 	 	(ii)
	 	Not to do or permit to be done anything whereby the policy or policies of insurance of
the said Building against damage by fire or other perils for the time being subsisting
may become void or voidable or whereby the rate of premium thereon may be increased and
without prejudice to any other rights and/or remedies the Landlord may have hereunder all
expenses incurred by the Landlord in or about any renewal of such policy or policies or
any increased premium rendered necessary or payable by a breach of this term shall be
home by the Tenant and shall be recoverable from the Tenant by the Landlord on demand.
	 
	 	 	 	 	 	 
	Protection against
storm or typhoon	 	2.21	 	To take all necessary precautions to protect the said premises against
damage by storm or typhoon heavy rainfall or the like.
	 
	 	 	 	 	 	 
	Entry by the
Landlord to view
the premises	 	2.22	 	To allow and permit the Landlord and/or the Manager and/or their
respective authorised agents to enter upon the said premises at all
reasonable times to see and inspect that no alteration has been made to the said premises or the
fixtures or fittings therein and that all work is carried out in accordance with the plans
approved by the Landlord and that the interior of the said premises is properly required and
maintained.
	 
	 	 	 	 	 	 
	Entry by the
Landlord to carry
out repairs and
take inventories	 	2.23	 	To permit the Landlord and/or the Manager and/or their respective
authorised agents at all reasonable times to enter the said premises for
the purposes of taking inventories of the Landlord’s fixtures therein
and carrying out any works repairs or maintenance which require to be done provided that in the
event of emergency the Landlord or its authorised agents may without notice enter the said
premises forcibly and the Tenant shall at its own expense reinstate the entrance to the said
premises to its original state.
	 
	 	 	 	 	 	 
	Carry out repairs
or receipt of
notice to effect
the same	 	2.24	 	On receipt of any notice from the Landlord or its authorised
representatives specifying any works or repairs which require to be
done and which are the responsibility of the Tenant hereunder,
forthwith to put in hand and execute the same with all possible despatch and without any delay.
If the Tenant fails to do so the






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	 	 	 	 	Landlord or its servants or agents shall be entitled, without
prejudice to the Landlord’s right of re-entry under the provisions hereinafter contained, to
enter upon the said premises and forcibly if need be to carry out any such works or repairs at
the sole expense of the Tenant.
	 
	 	 	 	 	 	 
	Entry by the
Landlord to close
windows and doors	 	2.25	 	To keep all windows and doors of the said premises closed and to
permit the Landlord or its servants and agents and others from time to
time during the said term to enter upon the said premises for the purpose of closing any doors
or windows.
	 
	 	 	 	 	 	 
	Notify Landlord
of damage	 	2.26	 	To notify the Landlord in writing or by other reasonable means of any
accidents or damage to or defects in the water pipes gas pipes electrical wire or fittings
fixtures or other facilities provided by the Landlord in the said premises whether or not the
Tenant is liable hereunder for the repair of the same forthwith upon the same arising and to
indemnify the Landlord against any claim made against the Landlord by any third party and any
loss suffered by the Landlord either directly or indirectly as a result of any breach by the
Tenant of this provision.
	 
	 	 	 	 	 	 
	To make good &
take care of all
articles provided
by Landlord	 	2.27	 	To make good and pay for all damage caused by the Tenant its servants
or licensees to any fixtures, fittings (including the ventilation and air-conditioning system and fire services system) and other articles in the
said premises and provided by the Landlord and shall take reasonable care of the same and shall
not remove any of them from the said premises.
	 
	 	 	 	 	 	 
	Cleaning Contractors	 	2.28	 	To employ at the expense of the Tenant only such cleaners as may be nominated by the Landlord
for the cleaning of the said premises.
	 
	 	 	 	 	 	 
	Removal of
garbage

	 	2.29
	 	(i)
	 	To be responsible (at its own expense) for the removal of
garbage and refuse the said premises to such location as shall be specified by the
Landlord or its agents from time to time and to use only that type of refuse container as
is specified by the Landlord or its agents from time to time.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	In the event of the Landlord providing a collection service for refuse and garbage the
same shall be used by the Tenant to the exclusion of any other similar service and the
use of such service provided by the Landlord shall be at the sole cost of the Tenant.
	 
	 	 	 	 	 	 
	Re-letting Notice	 	2.30	 	To permit the Landlord during the three (3) months immediately preceding the termination of the
said term to affix and retain without interference on any part of the said premises a notice for
re-letting the same and during such period to permit persons with written authority of the
Landlord or its agents at reasonable times of the day to view the said premises.
	 
	 	 	 	 	 	 
	Lifts &
Escalators	 	2.31	 	Not to place or take in the passenger lifts or escalators any bulky
baggage parcels sacks bags equipments or other goods.






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	Animals, Pets &
Pest Control	 	2.32	 	Not to keep or permit or suffer to be kept upon any part of the said
premises any livestock or animals and to carry out such pest control for the said premises upon
request of the Landlord by pest control companies nominated by the Landlord at the Tenant’s
expense.
	 
	 	 	 	 	 	 
	Preparation of
food	 	2.33	 	Not to prepare or permit or suffer to be prepared any food in the said
premises nor to cause or permit any offensive or unusual odours to be produced upon, permeate
through or emanate from the said premises.
	 
	 	 	 	 	 	 
	Offensive Trades	 	2.34	 	Not to carry on or to permit or suffer to be carried on in or upon the said premises or any part
thereof any trade or business which the Landlord shall in its absolute discretion regards as
dangerous noxious noisy or offensive.
	 
	 	 	 	 	 	 
	Sale by Auction
or others	 	2.35	 	Not to carry on or to permit or suffer any sale to the public by auction
or any other means to take place upon the said premises.
	 
	 	 	 	 	 	 
	Nuisance or
Annoyance	 	2.36	 	Not to do or permit or suffer anything in the said premises or in the
said Building which is or may be a nuisance or annoyance to the Landlord or any other tenants or
occupiers of the said Building or of any adjoining building or affect the reputation of the said
Building as a high class commercial building/shopping centre.
	 
	 	 	 	 	 	 
	Noise	 	2.37	 	Not to produce or permit or suffer to be produced any music or noise (including sound produced
by broadcasting or any apparatus or equipment capable of producing, reproducing, receiving or
recording sound) so as to be audible outside the said premises which may be a nuisance or
annoyance to the tenants or occupiers of other premises in the said Building.
	 
	 	 	 	 	 	 
	Sign and
Advertisement

	 	2.38
	 	(i)
	 	Not to affix erect attach exhibit or permit or suffer so to do or to
be done upon any part of the said Building or of the exterior of the said premises or to
or through any windows thereof any sign signboard notice advertisement placard neon light
or other device of any kind whether illuminated or not (hereinafter referred to as “the
signboard”) without the prior written approval of the Landlord and the approval of all
appropriate government authorities.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	To maintain any signboard approved under Clause 2.38(i) above at all times in good repair
and condition and to meet all the requirements that may from time to time be imposed by
any Government authorities and to dismantle and remove the signboard on the termination
of this Agreement or if so required by any Government or competent authority or the
Manager and to make good any damage done and to indemnify the Landlord against all loss,
damages and liability that may be suffered, paid or incurred by the Landlord and any
proceedings actions claims and demands against the Landlord by any person whatsoever and
any costs and expenses incurred by the Landlord in respect of any such proceedings action
claim or demand as a result of or otherwise arising from the installation or any defects
in the signboard.






11









 






	 	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	Notwithstanding Clause 2.38(i) above, the Tenant may at its own expense display its name
and the nature of its trade or business on the Directory Boards provided by the Landlord
on the maindoor of the said premises but only in such form and character as shall be
determined or approved in writing by the Landlord in its absolute discretion.
	 
	 	 	 	 	 	 
	Directory Board

	 	2.39
	 	(i)
	 	The Tenant’s name to appear on the Directory Board and the signboard shall strictly be in
accordance with that appearing in Part IV of the First Schedule hereto unless prior
written approval to name otherwise has first been obtained from the Landlord.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	The Tenant shall if so required by the Landlord sign or execute such agreements or
documents as the Landlord may deem appropriate in respect of any change of the Tenant’s
name under Clause 2.39(i) above and the Tenant shall be responsible for all costs and
expenses incurred thereby including any registration fee payable.
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	To pay the Landlord or its agents immediately upon demand the costs of affixing,
repairing, altering or replacing as necessary the Tenant’s name on the Directory Board
(if any) provided by the Landlord.
	 
	 	 	 	 	 	 
	User	 	2.40	 	Not to use or permit or suffer the said premises or any part thereof to be used for any purpose
other than as set out in Part VI of the First Schedule hereto and without prejudice to the
foregoing to obtain any licence approval or permit required by any Government or other competent
authority in connection with the Tenant’s business or its use or occupation of the said premises
prior to the commencement of the Tenant’s business and to maintain and keep in force such
licence approval or permit during the currency of this tenancy and to indemnify the Landlord
against the consequences of a breach of this provision and in particular not to use or permit
the same to be used for domestic purpose or as sleeping quarters and not to allow any person to
remain in the said premises overnight. For the avoidance of doubt, the Landlord does not
warrant whether the said premises can be used for any purpose other than that stated in the
Occupation Permit of the said Building or whether the said premises are suitable or may be used
for the Tenant’s intended purpose.
	 
	 	 	 	 	 	 
	Business Name	 	2.41	 	The name under which the business in the said premises shall be carried on is as set out in Part
IV of the First Schedule hereto.
	 
	 	 	 	 	 	 
	Illegal or
Immoral use	 	2.42	 	Not to use or permit or suffer the said premises to be used for the
purpose of gambling or for any illegal immoral or improper purpose.






12









 






	 	 	 	 	 	 	 
	Combustible
Dangerous Goods	 	2.43	 	Not to keep store use or bring into the said premises or any part thereof
any unlicensed arms ammunition or unlawful goods gun-powder spirits or saltpetre kerosene or
other explosive or combustible substances or any dangerous goods within the meaning of the
Dangerous Goods Ordinance and then only in compliance with all relevant legislation and
Government regulations.
	 
	 	 	 	 	 	 
	Obstructions in
Common Area	 	2.44	 	Not to place or leave in the entrances landing staircases driveways
passages lobbies or any parts of the said Building in common use any box or any thing or things
rubbish or otherwise which may incumber or obstruct the same. Without prejudice to the
Landlord’s rights and remedies hereunder, the Landlord and the Manager shall be entitled without
notice and at the Tenant’s expense to remove and dispose of any such material aforesaid as it
sees fit and the Landlord and the Manager shall not thereby incur any liability to the Tenant or
any other person whosoever and the Tenant shall indemnify the Landlord against all losses
damages expenses or liabilities that may be suffered, paid or incurred by and any claims
proceedings actions and demands made against the Landlord in respect thereof.
	 
	 	 	 	 	 	 
	Bulky Deliveries	 	2.45	 	Not to take or allow delivery of furniture fixtures or bulky items of goods in and out of the
said Building except with the prior written approval of the Landlord and at such times and
through such entrances as shall be designated by the Landlord from time to time and to use only
the service lifts provided by the Landlord for such purposes.
	 
	 	 	 	 	 	 
	Breach of
Government Lease	 	2.46	 	Not to do or suffer any act to be done which shall amount to a breach
or non-observance of any covenants and conditions in the Government Lease or Conditions under
which the Land (as defined in Part II of the First Schedule hereto) is held from the Government
and to indemnify the Landlord against any breach thereof.
	 
	 	 	 	 	 	 
	Assignment &
underletting	 	2.47	 	Not to assign underlet or otherwise part with the possession of the said
premises or any part thereof in any way whether by way of subletting lending sharing or other
means whereby any person or persons not a party to this Agreement obtains the use or possession
of the said premises or any part thereof irrespective of whether any rental or other
consideration is given for such use or possession and in the event of any such transfer
sub-letting sharing assignment or parting with the possession of the said premises (whether for
monetary consideration or not) this Agreement shall at the option of the Landlord absolutely
determine and the Tenant shall forthwith surrender and vacate the said premises on notice to the
effect from the Landlord. The Tenancy shall be personal to the Tenant and without in any way
limiting the generality of the foregoing the following acts and events shall, unless approved in
writing by the Landlord, be deemed to be breaches of this Clause:
	 
	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	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.






13









 






	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	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 said premises or any part thereof shall
vest in the executors administrators personal representatives next of kin trustee or
committee of any such individual.
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	In the case of a Tenant which is a corporation any liquidation.
	 
	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	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 said premises or any part
thereof or does in fact use possess occupy or enjoy the same.
	 
	 	 	 	 	 	 
	 

	 	 	 	(v)
	 	The change of the Tenant’s business name without the previous written consent of the
Landlord.
	 
	 	 	 	 	 	 
	 	 	Provided that if there is any take-over reconstruction amalgamation merger 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, the Tenant shall provide at least 14 days prior written notice together with full particulars
thereof to the Landlord and the Landlord shall have the right to require the Tenant to procure a director
of the Tenant acceptable to the Landlord to execute a personal guarantee to secure the due observance and
performance by the Tenant of the terms and conditions of this Agreement in the form and substance and
within such time period as the Landlord may deem appropriate.
	 
	 	 	 	 	 	 
	Aerials	 	2.48	 	Not to affix to the said Building or any part thereof any aerial or similar apparatus without
the consent of the Landlord in writing and not to remove dismantle or alter those common aerials
(if any) provided by the Landlord.
	 
	 	 	 	 	 	 
	Fire

	 	2.49
	 	(i)
	 	Compliance with Codes and Regulations for additional fire protection system apart from
those provided by the Landlord whether or not induced by the business of the Tenant shall
be the responsibility of the Tenant, and the costs so incurred shall be borne by the
Tenant.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	To ensure at all times that all fire alarms, fire-fighting equipment, roller shutters (if
any) and other equipment for security purpose (if any) provided by the Landlord shall not
be disrupted, interrupted, damaged or caused to be defective through the act, default or
neglect of the Tenant, its servants, agents, licensees or customers.
	 
	 	 	 	 	 	 
	Yield up	 	2.50	 	To quietly yield up the said premises together with all fixtures, fittings (other than the
Tenant’s own furniture) 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






14









 






	 	 	 	 	 	 	 
	 	 	 	 	provisions herein contained notwithstanding any rule of law or equity to the contrary
Provided That (i) where the Tenant has made any alteration or improvement or installed any
fixtures fittings or additions to the said premises (including the ventilation and
air-conditioning system and fire services system therein), whether with or without the
Landlord’s consent, the Landlord may in its absolute discretion retain such fixtures, fittings,
additions or improvements as the Landlord may wish to retain without any payment to the Tenant
whether by way of compensation or otherwise and (ii) if the Landlord shall require the said
premises to be delivered up in a bare shell condition or the removal of any additions,
alterations, fittings or fixtures, then the Tenant shall at its own cost and expense remove all
or such of the additions alterations, fittings, or fixtures as so required by the Landlord,
whether the same be made or installed by the Tenant, and make good and repair in a good and
workmanlike manner all damage caused by such removal to the satisfaction of the Landlord. The
Tenant shall further procure a chemical cleaning of all fan coil units in the said premises to
the satisfaction of the Landlord upon expiration or sooner determination of this Agreement and
thereupon shall surrender to the Landlord all keys giving access to all parts of the said
premises and remove at the Tenant’s expense all lettering and characters from all the doors,
walls, or windows of the said premises and make good all damage caused by such removal.
	 
	 	 	 	 	 	 
	Keeping the said
Premises open for
Business	 	2.51	 	To keep the said premises open for business at all times of the year
during the normal business hours of the said Building namely the hours
set forth in Part I of the Third Schedule hereto and without prejudice to the generality of the
foregoing any suspension of the Tenant’s business for a period of more than 7 days without the
prior written consent of the Landlord shall constitute a material breach of this provision
entitling the Landlord to determine this Agreement and to regain possession of the said premises.
	 
	 	 	 	 	 	 
	Tenant liable for
acts and
omissions of others	 	2.52	 	To be answerable and responsible to the Landlord for the acts, neglects
and defaults or omission of all contractors, servants, agents, invitees
and licensees of the Tenant as if they were the acts, neglects and default or omission of the
Tenant itself and to indemnify the Landlord against all costs claims demands expenses or
liability to any third party in connection therewith and for the purposes of this Agreement
“licensee” shall include any person present in, using or visiting the said premises with the
consent of the Tenant express or implied.
	 
	 	 	 	 	 	 
	Obey Building
Rules	 	2.53	 	To obey and comply strictly with the rules and regulations from time to
time adopted by the Landlord or the Manager whether relating to the management and security of
the Building or otherwise, to furnish first class service to customers and to conduct the
business of the Tenant so as not to prejudice the goodwill and reputation of the said Building
as a first class commercial building/shopping centre.







15











 





	 	 	 	 	 	 	 
	Observance to the
Deed of Mutual
Covenant and
Management
Agreement

	 	 	2.54	 	 	To observe and comply with and not to permit or suffer anything to be
done which may amount to a breach or non-observance by the
Landlord or any terms and provisions in the Deed of Mutual Covenant
relating to the said Building (“the said Deed of Mutual Covenant”)
and/or Management Agreement (if and when the same shall come into operation) and to indemnify
the Landlord against the breach non-observance or non-performance thereof. It is also expressly
agreed and declared that the Landlord shall have the full right and liberty at any time
hereafter to enter into such form of Deed of Mutual Covenant and/or Management Agreement with
the owners of the said Building or such other parties as the Landlord shall think fit to define
their respective rights and obligations of and in the Land and the said Building and to make
provision for the management of the said Building.
	 
	 	 	 	 	 	 
	No wiring etc. in
common areas

	 	 	2.55	 	 	Not to install affix or attach any wiring, cables or other article or thing
in or upon any of the entrances, staircases, landings, passageways, lobbies or public areas of
the said Building.
	 
	 	 	 	 	 	 
	No touting

	 	 	2.56	 	 	Not to permit any touting or soliciting for business or distributing of any pamphlets, notices
or advertising matter to be conducted outside or near the said premises or in any part of the
said Building by any of the Tenant’s servants, agents or licensees.
	 
	 	 	 	 	 	 
	Not to drive nails etc.

	 	 	2.57	 	 	Not without the consent of the Landlord to drive or insert or permit or suffer to be driven or
inserted any nails, screws, hooks, brackets or similar articles into the ceilings, doors, walls,
window beams or floor of the said premises.
	 
	 	 	 	 	 	 
	 

	 	 	2.58	 	 	Not to name or include in the name of the business at the said premises the name of the said
Building and/or the words “Lai Sun” whether in English or Chinese Characters or any name which
the Landlord regards as similar thereto.
	 
	 	 	 	 	 	 
	Maintain displays

(if applicable)

	 	 	2.59	 	 	To install and at all times maintain displays of merchandise goods or
services in any shopfront windows or showcases contained within the entrance ways to the said
premises to the satisfaction of the Landlord and to a standard and composition appropriate in
the opinion of the Landlord to the reputation and standing of the said Building, and to alter
any window or other display of goods or merchandise in or at the said premises immediately upon
notice by the Landlord that such displays will in the opinion of the Landlord prejudice the
reputation or standing of the said Building.
	 
	 	 	 	 	 	 
	Keep shopfronts lit
(if applicable)

	 	 	2.60	 	 	The Tenant shall at its own expenses keep lit any shopfront windows
and showcase together with the shop signs of the said premises during such normal business hours
as are specified in paragraph (a) of Part I of the Third Schedule hereto. For the purpose of
this Clause shopfront windows shall include those parts of the interior of the said premises
used for the display of merchandise goods or services immediately fronting onto the common areas
of the said Building.






16









 






	 	 	 	 	 	 	 
	Not to obstruct
shopfront window

(if applicable)

	 	 	2.61	 	 	Not to block or darken or obstruct or obscure the shopfront window or
any other window or lights belonging to the said premises without
having obtained the written consent of the Landlord which consent may be given subject to such
conditions as the Landlord may in its absolute discretion consider fit to impose.
	 
	 	 	 	 	 	 
	 

	 	 	(3)		 	THE LANDLORD HEREBY AGREES WITH THE TENANT AS FOLLOWS:
	 
	 	 	 	 	 	 
	Quiet Enjoyment

	 	 	3.01	 	 	Subject to the Tenant paying the rent and other charges set forth in Clause 2 hereof and any
other charges which may become payable by the Tenant under this Agreement and the Tenant
observing and performing the terms and covenants contained in this Agreement to permit the
Tenant to have quiet possession and enjoyment of the said premises during the said term without
any interruption by the Landlord or any one lawfully claiming under or through or in trust for
the Landlord.
	 
	 	 	 	 	 	 
	Property Tax

	 	 	3.02	 	 	To pay all Property Tax on the said premises during the said term.
	 
	 	 	 	 	 	 
	Roof and Main
Structure

	 	 	3.03	 	 	To keep in good condition and proper repair the roof the main structure
and external walls of the said Building and the main pipes drains and cables and to do all
structural repair required to be done at any time Provided that the Landlord’s liability under
this Clause 3.03 shall not arise unless and until written notice of any defect or want of repair
has been given by the Tenant to the Landlord and the Landlord shall have failed to take
reasonable steps to repair or remedy the same after the lapse of a reasonable time from the date
of service of such notice.
	 
	 	 	 	 	 	 
	 

	 	 	(4)		 	PROVIDED always and it is hereby expressly agreed and declared by the parties as follows:
	 
	 	 	 	 	 	 
	Default

	 	 	4.01	 	 	If and whenever the rent hereby reserved or any part thereof shall be in arrear for 15 days
whether the same shall have been legally demanded or not or if any term, condition or
stipulation on the Tenant’s part herein contained shall not be performed or observed or if the
Tenant for the time being shall become bankrupt or enter into any composition or arrangement
with the Tenant’s creditors or suffer any distress or execution to be levied on the Tenant’s
goods or if the Tenant shall suffer any prosecution in respect of the non-payment of money due
to the Hong Kong Government or if the Tenant for the time being is a company and shall enter
into liquidation whether compulsory or voluntary (save for the purpose of reconstruction or
amalgamation) or if any petition shall be presented for the winding up of the Tenant then and in
any of the said cases it shall be lawful for the Landlord at any time thereafter to re-enter
upon the said premises or any part thereof in the name of the whole and forfeit the Deposit (as
defined in Clause 4.10 hereof) or such part thereof held by the Landlord and thereupon the
tenancy hereby created shall absolutely determine but without prejudice to the right of the
Landlord in respect of any breach by the Tenant of any terms, conditions or stipulations herein
contained or to






17









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	the Landlord’s right to deduct all loss and damage thereby incurred from the
Deposit and in particular the Landlord shall have the right to terminate or disconnect the
supply of air-conditioning water electricity and other facilities to the said premises upon the
occurrence of any of the above event of default.
	 
	 	 	 	 	 	 
	Exercise of Right

	 	 	4.02	 	 	A written notice served by the Landlord on the Tenant in manner hereinafter provided to the
effect that the Landlord thereby exercises the power of re-entry herein contained shall be a
full and sufficient exercise of such power without actual entry on the part of the Landlord.
	 
	 	 	 	 	 	 
	Acceptance of Rent

	 	 	4.03	 	 	In the event of any breach of any term stipulations and conditions on the part of the Tenant
herein contained the Landlord shall not by acceptance of rent or by any other act whatsoever or
by any omission be deemed to have waived any such breach notwithstanding any rule of law or
equity to the contrary and that no consent to or waiver of any breach shall be binding on the
Landlord unless the same is in writing under the hand of the Landlord.
	 
	 	 	 	 	 	 
	Abatement of Rent

	 	 	4.04	 	 	If the said premises or the said Building or any part thereof shall be destroyed or so damaged
by fire, typhoon, Act of God, force majeure or other cause beyond the control of the Landlord
and not attributable to any act or default or negligence of the Tenant as to render the said
premises unfit for commercial use 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 or negligence of the Tenant or if at any time during the
continuance of this Agreement the said premises or the said Building shall be condemned as a
dangerous structure or a demolition or closing order shall become operative in respect of the
said premises or the said Building then the rent hereby agreed to be paid or a part thereof
proportionate to the damage sustained or order made shall cease to be payable until the said
premises or the said Building or part thereof shall have been restored or reinstated or the
order removed Provided Always that the Landlord shall be under no obligation to reinstate the
said premises or the said Building or part thereof And Provided further that should the said
premises or the said Building or part thereof not have been reinstated or the order removed in
the meantime either the Landlord or the Tenant may after six months of the occurrence of the
destruction or damage or order give to the other of them notice in writing to terminate this
Agreement 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 such
notice.
	 
	 	 	 	 	 	 
	Liability &
Indemnity

	 	 	4.05	 	 	The Landlord shall not be under liability whatsoever to the Tenant or
to any persons whomsoever in respect of any damage sustained by the Tenant or such other person
aforesaid caused by or through or in any way owing to the spread of fire or smoke or the
overflow of water or






18









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	the escape of any substance or anything from any premises situate in the
said Building or caused by the act default or negligence or any tenant or occupier of such
premises. The Tenant shall fully indemnify the Landlord against all claims demands actions and
legal proceedings whatsoever made upon the Landlord in respect of any damage to any person
whomsoever caused by the negligence of the Tenant or by or through or in anywise owing to the
spread of fire or smoke or the overflow of water or the escape of any substance or anything from
the said premises.
	 
	 	 	 	 	 	 
	Acts of Servants,
agents etc.

	 	 	4.06	 	 	For the purpose of this Agreement any act default omission or
negligence of the contractors servants agents licensees or invitees of the Tenant shall be
deemed to be the act default omission or negligence of the Tenant.
	 
	 	 	 	 	 	 
	Accidents

	 	 	4.07	 	 	The Landlord shall not be responsible to the Tenant or the Tenant’s licensees servants agents or
other persons in the said premises for any accident happening or injury suffered or damage to or
loss of any chattel or property sustained on the said premises or in the said Building.
	 
	 	 	 	 	 	 
	Security

	 	 	4.08	 	 	The Landlord shall not be liable in any circumstances to the Tenant or any other person
whomsoever for the security or safekeeping of the said premises or any persons or contents
therein.
	 
	 	 	 	 	 	 
	Distraint

	 	 	4.09	 	 	For the purpose of Part III of the Landlord and Tenant (Consolidation) Ordinance relating to
distress for rent or of these presents the rent payable in respect of the said premises shall be
and be deemed to be in arrear if not paid in advance at the time and in manner hereinbefore
provided for payment thereof. All costs and expenses for and incidental to the distraint shall
be paid by the Tenant and shall be recoverable from it as a debt.
	 
	 	 	 	 	 	 
	Deposit

	 	 	4.10	 	 	(i)   The Tenant shall on the signing of this Agreement pay to the Landlord the sum as set out
in Part V of the First Schedule hereto (“the Deposit”) to secure the due observance and
performance by the Tenant of agreements stipulations terms and conditions herein
contained and on the Tenant’s part to be observed and performed. The Deposit shall be
retained by the Landlord throughout the said term free of any interest to the Tenant and
if the Tenant shall commit or suffer to be committed a breach of any of the terms and
conditions herein the Landlord shall be entitled to terminate this Agreement in which
event the Deposit shall be forfeited to the Landlord but without prejudice to any right
of the Landlord in respect of any antecedent breach by the Tenant of the terms and
conditions herein contained. Notwithstanding the foregoing the Landlord may in any such
event at its option elect not to terminate this Agreement but to deduct from the Deposit
the amount of any monetary loss incurred by the Landlord in consequence of the breach
non-observance or non-performance by the Tenant in which event the







19









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	      Tenant shall as a
condition precedent to the continuation of this tenancy deposit with the Landlord the
amount so deducted and if the Tenant shall fail so to do the Landlord shall forthwith be
entitled to re-enter the said premises or any part thereof in the name of the whole and
to determine this Agreement in which event the Deposit may be forfeited to the Landlord
as hereinbefore provided. Subject as aforesaid, the Deposit shall be refunded to the
Tenant by the Landlord without interest within thirty working days after the expiration
or sooner determination of this Agreement and the delivery of vacant possession to the
Landlord or within thirty working days of the settlement of the last outstanding claim by
the Landlord against the Tenant in respect of any breach, non-observance or
non-performance of any of the terms and conditions herein contained and on the part of
the Tenant to be observed and performed whichever is the later. 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)  During the said term the Tenant shall maintain the Deposit at the sum equal to three
month’s rent, air-conditioning and management charges and one quarter’s rates and
government rent and if the rent or the air-conditioning and management charges, rates and
government rent shall be increased the Tenant shall forthwith on demand pay to the
Landlord the additional amount to make up such deposit. 

	 
	 	 	 	 	 	 
	Service of Notice

	 	 	4.11	 	 	Any notice hereunder shall be in writing and any notice to the Tenant shall be sufficiently
served if left addressed to the Tenant on the said premises or sent to the Tenant by post or
left at the Tenant’s last known address in Hong Kong and any notice to the Landlord shall be
sufficiently served if delivered to the Landlord personally or sent to the Landlord by
registered post at the Landlord’s registered office in Hong Kong.
	 
	 	 	 	 	 	 
	Approval of the
Landlord

	 	 	4.12	 	 	No approval by the Landlord is valid unless it is in writing and signed
by the Landlord or by its authorised agents and any approval or consent given by the Landlord
shall operate as a consent for the particular matter to which it relates only 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.
	 
	 	 	 	 	 	 
	No premium

	 	 	4.13	 	 	The Tenant hereby expressly declares that at the grant of the said term no premium key money or
other consideration has been paid to the Landlord or to any person.
	 
	 	 	 	 	 	 
	Interest on arrears
of rent and
other charges

	 	 	4.14	 	 	Without prejudice to the Landlord’s rights under Clause 4.01 hereof,
the Tenant shall pay interest on all arrears of rent and other charges at a
rate of 2.5% per month from the due date to the date of payment together with all legal costs
and disbursements on a solicitor and client basis incurred for demanding and enforcing payment
of the said arrears or outstanding sum in Court or otherwise on demand and until payment they
shall be deemed to be a debt due by the Tenant to the Landlord.






20









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name of the
Building

	 	 	4.15	 	 	The Landlord reserves the right exercisable at any time or times to
change the name or description of the said Building or any part thereof without incurring any
liability to the Tenant on any account whatsoever provided that the Landlord shall give to the
Tenant not less than three months’ notice in writing of any such proposed change.
	 
	 	 	 	 	 	 
	Renovation

	 	 	4.16	 	 	The Tenant hereby expressly acknowledges that the Landlord may from time to time carry out any
building, construction, renovation, refurbishment and other works in such part or parts of the
Land and/or the said Building as the Landlord may deem fit and that the Landlord, its
contractors agents workers and other persons authorized by the Landlord may enter into and upon
any part of the Land and/or the said Building with necessary plant equipment and material for
such purpose. It is hereby expressly agreed that the Tenant shall have no right to claim
against the Landlord for breach of any of the terms conditions or stipulations herein contained
and on the Landlord’s part to be observed and performed and the Landlord shall not incur any
liability to the Tenant and/or any person whatsoever in respect of any loss, damage, claim, cost
or expense (including but not limited to loss of business and/or profit) that may be caused by
or otherwise arising from or in connection with such works whether on the ground of
inconvenience disturbance interruption of services noise dirt or otherwise.
	 
	 	 	 	 	 	 
	Sale and
Redevelopment

	 	 	4.17	 	 	If the Landlord shall at any time resolve to demolish, re-build or
refurbish the said Building or any part thereof (which intention shall be sufficiently evidenced
by a copy of the Resolution of its Board of Directors certified by its Secretary or a Director
to be a true and correct copy) or shall have entered into any agreement for sale and purchase of
the said Building or any part thereof which include the said premises, then in any of such event
the Landlord shall be entitled to give not less than 6 calendar months’ notice in writing to
expire at any time to terminate this Agreement, and immediately upon the expiration of such
notice this Agreement shall terminate but without prejudice to the right and remedies of either
party against the other in respect of any antecedent claim or breach of any of the covenants
restrictions stipulations or conditions herein contained. The Tenant acknowledges that in the
vent of this Agreement being terminated pursuant to this Clause, the Tenant shall have no claim
against the Landlord for such early termination. “Demolish” and/or “rebuild” for the purposes of
this Clause shall mean the demolition and/or rebuilding of the whole of the said Building or a
substantial part or parts (but not necessarily a major part) thereof whether or not including
any main walls exterior walls or roof of the said premises and whether or not any part thereof
is to be re-built or reconstructed in the same or any other manner. “Refurbish” may or may not
include demolition of the said Building or any part thereof.






21









 






	 	 	 	 	 	 	 
	Landlord not liable 

for systems breakdowns

	 	 	4.18	 	 	The Landlord shall not in any circumstances be liable to the Tenant for
any defect in or breakdown of the lifts escalators or air-conditioning system condenser water
supply system (if any) electric power and water supplies nor shall the rent or air-conditioning
and management charges abate or cease to be payable on account thereof.
	 
	 	 	 	 	 	 
	Common Area

	 	 	4.19	 	 	The Landlord shall have the full right and liberty to partition and/or let to any person any
part or parts of the said Building at any time intended for common use and to adjust or redefine
the same as the Landlord may in its sole discretion decide without incurring any liability to
the Tenant on any account whatsoever so long as all acts or works of the Landlord done or
performed pursuant to its rights under this clause comply with all laws and regulations for the
time being in force in Hong Kong.
	 
	 	 	 	 	 	 
	Sale by Landlord

	 	 	4.20	 	 	If the Landlord shall at any time assign the said premises to a purchaser of the Landlord, then
the Deposit held by the Landlord hereunder (less any sum which the Landlord is entitled to
deduct pursuant to the terms hereof) shall automatically be transferred to the purchaser The
Tenant hereby agrees that upon such transfer the Landlord shall be absolutely discharged from
its obligations hereunder to refund the Deposit or any part thereof to the Tenant and the Tenant
hereby further agrees to waive all the Tenant’s rights and claims hereunder against the Landlord
in respect of the Deposit or any part thereof upon such transfer being made as aforesaid.
	 
	 	 	 	 	 	 
	Handover Condition

	 	 	4.21	 	 	(a)  The Tenant hereby declares and confirms that it has duly
inspected the said premises and is satisfied with the current state and condition of the
said premises and the provisions, fixtures, fittings, finishes, installations and
appliances therein (including without limitation, the ventilation and air-conditioning
system, the fire service system and its sprinkler heads distribution water and drainage
systems (if any) and electrical and wiring system installed therein). The parties hereto
agree that the said premises will be let to the Tenant by the Landlord on an “as-is”
basis and in the state and condition as at the date of the handover of the said premises
to the Tenant and no warranty or representation is made by the Landlord or its agents
regarding: 








	 	(i)	 	the furniture, fixtures, fittings and finishes or the installations and appliances
in the said premises and/or the said Building; 
	 
	 	(ii)	 	the state and condition of the said premises or the Building and the user thereof;
and     
	 
	 	(iii)	 	the composition of the said Building.





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  For the avoidance of doubt, the Landlord does not warrant that the ventilation and
air-conditioning system (including the fan coil units), the fire services system
(including the sprinkler heads







22









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	distribution), the water and drainage systems (if any),
and the electrical and wiring system installed in the said premises will comply with all
or any applicable statutes, codes, ordinances, regulations or requirements of the
relevant Government or other competent authorities or whether the same are suitable or
sufficient for the Tenant’s intended purpose. Without prejudice to the provisions of
Clauses 2.05.01, 2.05.02, and 2.06 hereof, if the Tenant shall require any alteration,
additions or improvement to the said systems, any such alteration, additions and
improvement shall be made at the Tenant’s own costs and expenses and subject to the
Landlord’s prior written consent. 
 
	 
	 	 	 	 	 	 
	Bank Consent

	 	 	4.22	 	 	This agreement shall be subject to the obtaining by the Landlord from the bank(s) to which the
said premises are presently mortgaged to, the bank’s consent for the entering into this
Agreement by the parties hereto. If the Landlord should fail or be unable for whatever reason
to obtain the bank’s consent as aforesaid, this Agreement shall terminate upon expiration of
fourteen (14) days from the day of a notice sent by the Landlord to the Tenant informing the
Tenant of the Landlord’s failure to obtain the said consent. In the event of this Agreement
being terminated pursuant to this provision, the Tenant shall deliver up vacant possession of
the said premises to the Landlord upon expiration of fourteen (14) days from the date of the
said notice and the Landlord shall upon the Tenant yielding up the said premises return the
Deposit to the Tenant without compensation costs or interest and without prejudice to the
Landlord’s right to deduct from the amount of the Deposit and to claim from the Tenant any
damages the Landlord have suffered or will suffer as a result of any antecedent breach of this
Agreement by the Tenant including but not limited to any failure of the Tenant to pay any sum(s)
due under this Agreement prior and up to the date of termination of this Agreement. The Tenant
acknowledges that in the event of this Agreement being terminated by reason of the failure of
the Landlord to obtain the relevant consent from the bank, the Tenant shall have no claim
against the Landlord for such earlier termination.
	 
	 	 	 	 	 	 
	Stamp Duty

	 	 	4.23	 	 	All stamp duty and registration fee (if any) payable on this Agreement and other disbursements
of and incidental to the preparation and execution of this Agreement shall be borne by the
parties hereto in equal shares.
	 
	 	 	 	 	 	 
	Costs

	 	 	4.24	 	 	If both the Landlord and the Tenant engage the Landlord’s solicitors, legal costs of and
incidental to the preparation and execution of this Agreement shall be borne by the parties
hereto in equal shares. If the Tenant instructs its own solicitors, each party shall bear its
own legal costs.
	 
	 	 	 	 	 	 
	Interpretation

	 	 	4.25	 	 	(i)   Unless the context otherwise requires, words herein importing the masculine gender shall
include the feminine and neuter gender and words herein in the singular shall include the
plural and vice versa.







23









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)  References to Clauses, Sub-clauses and Schedules are to Clauses Sub-clauses of and
Schedules to this Agreement. Marginal notes and the index (if any) are inserted for
convenience of reference only and shall not affect the interpretation of this Agreement. 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 (iii)  The expression “the Tenant” shall (where the context permits) mean and include the party
or parties specifically named and its or their successors in title and permitted assigns. 

	 
	 	 	 	 	 	 
	Joint and several
liability

	 	 	4.26	 	 	If the Tenant consists of two or more persons, each covenant or
agreement on the part of the Tenant herein shall be deemed to have been given by them jointly
and severally.
	 
	 	 	 	 	 	 
	Entire Agreement

	 	 	4.27	 	 	This Agreement sets forth the entire agreement between the parties and supersedes any prior
discussions, agreements or arrangements, written or verbal, between the parties relating to the
letting of the said premises.






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





24











 





THE FIRST SCHEDULE ABOVE REFERRED TO




PART I




	 	 	 	 	 
	LANDLORD

	 	:
	 	GILROY COMPANY LIMITED whose registered office is
situate at 11th Floor, Lai Sun Commercial
Centre, No. 680 Cheung Sha Wan Road, Shamshuipo,
Kowloon, Hong Kong.
	 
	 	 	 	 
	TENANT

	 	:
	 	MARKETSHARE LIMITED whose registered office is situate
at Room 1101, 11th Floor, Beautiful Group
Tower, 77 Connaught Road Central, Hong Kong.


(Company No. 954680)


(Business Registration No. 35402855-000-03-07A)






PART II




(the said premises)



ALL THOSE UNITS NO. 1803 AND 1804 on the EIGHTEENTH FLOOR of CAUSEWAY BAY PLAZA 2, No. 463-483
Lockhart Road, Hong Kong erected on All Those pieces or parcels of ground registered in the Land
Registry as The Remaining Portion of Section D of Inland Lot No. 2833, The Remaining Portion of
Section E of Inland No. 2833, Section J of Inland Lot No. 2833, The Remaining Portion of Section K
of Inland Lot No. 2833, The Remaining Portion of Section L of Inland Lot No. 2833, The Remaining
Portion of Section M of Inland Lot No. 2833, The Remaining Portion of Section O of Inland Lot No.
2833, The Remaining Portion of Section G of Inland Lot No. 2833, The Remaining Portion of Section H
of Inland Lot No. 2833, Sub-Section 4 of Section H of Inland Lot No. 2833 and The Remaining Portion
of Inland Lot No. 2833 (“the Land”) which said Units are for the purpose of identification only
shown and coloured Pink on the floor plan annexed hereto.




PART III





			
	TERM:	 	For the term of THREE YEARS commencing from the 1st day of March 2007 (“the
Commencement Date”) and expiring on the 28th day of February 2010 (both days
inclusive).





PART IV




Business Name in the said premises





			
	BUSINESS NAME:	 	Marketshare Limited





PART V




Amount of Deposit





			
	Deposit:	 	HONG KONG DOLLARS TWO HUNDRED TWENTY ONE THOUSAND EIGHT HUNDRED AND FIFTEEN AND CENTS FITY
ONLY (HK$221,815.50)





25









 








ART VI




User





			
	User:	 	For the Tenant’s lawful business as an office only.





THE SECOND SCHEDULE ABOVE REFERRED TO




PART I




Particulars of Rent





			
	Rent:	(I)	 The rent for the said term shall be HONG KONG DOLLARS FIFTY NINE THOUSAND AND SEVENTY
ONLY (HK$59,070.00) per calendar month exclusive of rates, government rent, air-conditioning
and management charges and other outgoings and payable in advance without any deductions on
the first day of each and every calendar month the first of such payment to be made on the
signing hereof.






			
	 	(II)	 Rent Free Period: No rent will be charged for two (2) months
commencing from the Commencement Date and expiring on 30th April
2007. During the Rent Free Period, the Tenant shall pay the rates, government
rent (if any), air-conditioning and management charges and all other outgoings
in respect of the said premises.





PART II




Particulars of Air-Conditioning and Management Fee





	 	1.	Air-Conditioning and Management Charges: HK$12,969.00 per calendar month
payable monthly in advance without any deductions on the first day of each and every
calendar month the first of such payment to be made on the signing hereof.
	 
	 	2.	(a)	 The Landlord shall, where the said premises are to be used as a shop only
provide and maintain air-conditioning at all times during the normal business hours
specified in paragraph (a) of Part II of the Third Schedule hereto and, where the said
premises are to be used as an office only during the normal business hours specified in
paragraph (b) of Part II of the Third Schedule hereto and, where the said premises are
to be used as a restaurant only, during the normal business hours specified in
paragraph (c) of Part II of the Third Schedule hereto and without prejudice to the
provisions of Clause 4.18 the Landlord shall not be liable to the Tenant nor shall the
Tenant have any claim against the Landlord in respect of any interruption in any of the
services hereinbefore mentioned by reason of the necessary repair or maintenance of any
installations or apparatus or damage thereto or destruction thereof by fire water act
of God or other cause beyond the Landlord’s control or by reason of mechanical or other
defect or breakdown or faults or other inclement conditions or unavoidable shortage of
fuel material water or labour or any act omission or negligence of any attendants
watchmen or other servants of the Landlord in or about the performance or purported




26









 






	 	 	performance of any duty relating to the provision of the said service by any
of them or by reason of the cessation of the Tenant’s business.
Furthermore, no air-conditioning will be provided if the No. 8 typhoon
signal or above is hoisted but the air-conditioning and management charges
shall not be abated by reason thereof.
 
	 
	 	 	(b) 	If the Tenant shall require additional air-conditioning
services outside the normal business hours mentioned above, the Tenant shall
give to the Landlord not less than 7 days’ notice in writing stipulating at
what times the Tenant shall require additional air-conditioning. All costs and
expenses so incurred shall be on Tenant’s account payable at such rate as may
be determined by the Landlord and subject to variation from time to time at the
Landlord’s discretion Provided that a minimum of two hours’ charges shall be
paid by the Tenant each time the said premises shall receive such additional
air-conditioning services.





PART III




Particulars of Rates and Government Rent





			
	Rates:	 	HK $5,698.50 (or such amount as assessed by the Government) per quarter payable quarterly in
advance without any deductions on the first day of the months of January, April, July and
October.





PART IV




Amount of Vetting Fee





			
	Vetting Fee:	 	HK$2,686.50





PART V




Amount of Sundry Expenses Deposit during Fitting Out Work





			
	Sundry Expenses Deposit:	 	HK$2,000.00





PART VI




Amount to defray the Sundry Expenses during Fitting Out Work





			
	Amount to defray Sundry Expenses:	 	HK$3,000.00





27









 








THE THIRD SCHEDULE ABOVE REFERRED TO




PART I



The normal business hours of the said Building are:





	(a)	 	where the said premises are to be used as a shop only, between the hours of 10:00 a.m. and
10:00 p.m. everyday.






	(b)	 	where the said premises are to be used as an office only, between the hours of 09:00 a.m. and
06:00 p.m. every weekday (Monday — Friday) and between the hours of 09:00 a.m. and 01:00 p.m.
every Saturday.






	(c)	 	where the said premises are to be used as a restaurant only, between the hours of 10:00 a.m.
and 12:00 mid-night everyday.




The Landlord reserves the right to alter or amend the said business hours from time to time and to
such extent as the Landlord shall in its discretion deem appropriate or necessary.




PART II



The normal hours when air-conditioning services will be supplied are:





	(a)	 	where the said premises are to be used as a shop only, between the hours of 10:00 a.m. and
10:00 p.m. everyday.






	(b)	 	where the said premises are to be used as an office only, between the hours of 09:00 a.m. and
06:00 p.m. every weekday (Monday — Friday) and between the hours of 09:00 a.m. and 01:00 p.m.
every Saturday.






	(c)	 	where the said premises are to be used as a restaurant only, between the hours of 10:00 a.m.
and 12:00 mid-night everyday.




The Landlord reserves the right to alter or amend the said supply hours from time to time and to
such extent as the Landlord shall in its discretion deem appropriate or necessary.




28









 








	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	SIGNED by Mr. Lau Shu Yan, Julius 

and Mr. Tam Kin Man, Kraven

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	For and on behalf of	 	 
	for and on behalf of the Landlord

	 	 	)	 	 	GILROY COMPANY LIMITED	 	 
	 

	 	 	)	 	 	 	 	 
	whose signature(s) is/are verified by:-

	 	 	)	 	 	/s/ Lau Shu Yan, Julius             Tam Kin Man, Kraven	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Signature(s)	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Yeung Chi Keung
	 	 	 	 	 	 	 	 
	 

Yeung Chi Keung

	 	 	 	 	 	 	 	 
	Solicitor, Hong Kong SAR
	 	 	 	 	 	 	 	 
	Vincent T.K. Cheung, Yap & Co.
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	SIGNED by Mr. Anthony Peter Venus

	 	 	)	 	 	For and on behalf of	 	 
	 

	 	 	)	 	 	 	 	 
	for and on behalf of the Tenant in

	 	 	)	 	 	Marketshare Limited	 	 
	 

	 	 	)	 	 	 	 	 
	the presence of:-

	 	 	)	 	 	/s/ Anthony Peter Venus	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Signature(s)	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [Illegible]
	 	 	 	 	 	 	 	 
	 

Signature of Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	     [Illegible]
	 	 	 	 	 	 	 	 
	 

Name of Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	94, BLK 7, [Illegible] Lai Chi Kok
	 	 	 	 	 	 	 	 
	 

Address of Witness

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	       Manager
	 	 	 	 	 	 	 	 
	 

Occupation of Witness

	 	 	 	 	 	 	 	 






     RECEIVED on or prior to the day and year first above written of and from the Tenant the sum of
HONG KONG DOLLARS TWO HUNDRED TWENTY ONE THOUSAND EIGHT HUNDRED AND FIFTEEN AND CENTS FIFTY ONLY
(HK$221,815.50) being the deposit money above mentioned to be paid by the Tenant to the Landlord.



29









 





	 	 	 	 	 
	 	For and on behalf of

GILROY COMPANY LIMITED

 	 
	 	/s/ Lau Shu Yan, Julius                Tam Kin [Illegible]
 	 
	 	Authorized Signature(s) 
 	 
	 	The Landlord 
 	 



30









 






	 	 	 	 	 



[18th FLOOR PLAN REDACTED]





31









 







      






Dated the 28th day of May 2007




GILROY COMPANY LIMITED




and




MARKETSHARE LIMITED




*************************************




TENANCY AGREEMENT




of




All Those Units Nos. 1803 and 1804 on the 18th

FLOOR of CAUSEWAY BAY PLAZA 2, No.

463-483 Lockhart Road, Hong Kong




************************************




VINCENT T.K. CHEUNG, YAP & CO.

SOLICITORS & NOTARIES

15/F., ALEXANDRA HOUSE

18 CHATER ROAD

HONG KONG SAR.




CAB-TA(8/18/2001)(office)




Ref: VC/FL/NY/YMC/07000375