TENANCY AGREEMENT

CWB-TA(8/8/2001)(office)

LS-CSB.ta

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.

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:

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.

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.

2.03

To pay and discharge all rates, government rent, 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.

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.

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:

 (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 installed in the said premises to the Landlord’s main system including the installation of fan coil units and sprinkler heads distribution thereto).

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 or 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;

(v)

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.

(vi)

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.

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.

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.

(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.

2.05.05  

(i)

The Tenant shall pay to the Landlord such charges in respect of the 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.

(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.

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.

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.

2.08

To install at the Tenant’s own expense empty conduits for telephone service to the said premises. Telephone service to the 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.

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.

2.10

(i)

(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.

(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.

(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.

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 system 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 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 prescribed by The Hongkong Electric Company Limited or the relevant authority relating to the electrical wiring and installation in the said premises.

(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.

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.

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.

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 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 undertaker 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.

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.

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.

(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.

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.

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.

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 action claim or demand.

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 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 the 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 the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting 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.

   (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 borne by the Tenant and shall be recoverable from the Tenant by the Landlord on demand.

2.21

To take all necessary precautions to protect the said premises against damage by storm or typhoon rainfall or the like.

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 repaired and maintained.

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.

2.24

On receipt of any notice from the Landlord or its authorized 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 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.

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.

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.

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.

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.

2.29

(i)

To be responsible (at its own expense) for the removal of garbage and refuse from 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.

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.

2.31

Not to place or take in the passenger lifts or escalators any bulky baggage parcels sacks bags equipments or other goods.

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.

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.

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.

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.

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 comm