Exhibit - 10.15 Supplementary Agreement to Lease Agreement dated on 28th June 2004
Exhibit
- 10.15
Supplementary
Agreement to Lease Agreement dated on 28th June 2004
This
Supplementary Agreement (hereinafter referred to as "the Supplementary
Agreement") is entered into on March 15, 2006, in the city of Shanghai, by
and
between Diodes Shanghai Company Limited (hereinafter referred to as "Party
A")
with
its
registered office at Xx.0, Xxxx 00, XxxXxxxxx Xxxx Xxxxxxxxx
xxxxxx xxxx Xxxxxxxx, Xxxxx
and
Shanghai Yuanhao Electronic Co., Ltd. (hereinafter referred to as "Party B")
with its registered office at Xx.0, Xxxx 00, XxxXxxxxx Xxxx Xxxxxxxxx
Export Processing Zone, Shanghai, China.
Party
A
and Party B are collectively referred to as the Parties and each as a
Party.
WHEREAS,
1.
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Party
A and Party B entered into the Lease Agreement (hereinafter referred
to as
“the Lease Agreement”) of the First Floor and Second Floor of the New
Building (located at Xx.0 Xxxx 00, XxxXxxxxx Xxxx Xxxxxxxxx Export
Processing Xxxx, Xxxxxxxx, Xxxxx that Party B representing ownership
and
having legal right for leasing) and relevant facilities, including
Distribution building, Power Building, Lobby (hereinafter referred
to as
“the Original Lease Areas”)
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2.
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Now
through amicable discussion, Party B agrees to lease out and Party
A
agrees to lease in the Third Floor of the New Building and relevant
facilities, including Power Building, Forming Gas Station and Lobby
(see
attachment) (hereinafter referred to as “the New Lease Areas”). The
Parties enter into the Supplementary Agreement as
below:
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1.
Gross Area of the New Lease Areas
1.1
The
gross area of the Third Floor of the New Building is
3,243.4 square
meters.
1.2
The
gross area of the Power Building for the Third Floor is 480
square
meters. Party B shall locate an empty land lot outside the New Building and
appoint a construction operator with relevant qualification to build the Power
Building and shall deliver the said Power Building to Party A for Party A’s use
subsequent to the completion of such construction.
1.3
The
gross area of the Forming Gas Station and safety zone around Forming Gas Station
is 350
square
meters. Party B shall locate an empty land lot outside the New Building and
appoint a construction operator with relevant qualification to build the
underground foundation and the blast wall and shall deliver the Forming Gas
Station to Party A for Party A’s use subsequent to the completion of such
construction.
1.4
The
gross area of the Lobby of the New Building is 128 square meters, and Party
A
will share 20% of which is 25.6
square
meters as a consequence of leasing the new area.
The
total
gross area of the lease area is 4,099
square
meters.
2.
Lease Term
For
the
above New Lease Areas, the initial lease term is hereby from the date of 1
January 2006 to the date of 30 June 2009. The lease term shall be automatically
renewed for successive 5
year
terms when the initial lease term expires unless Party A gives termination
notice not less than 30 days before the expiration of any Lease Term. In its
operating period, Party A has the priority to the New Lease Areas defined in
this Supplementary Agreement and Party B shall not terminate this Supplementary
Agreement without reasonable cause and Party A's consent in
writing.
In
the
period of renewal, the items relating to the rental stipulated in Section 3
of
the Supplementary Agreement shall be adjusted upon consultation on the basis
of
the market prices at that time.
3. Rental
and Other Fees
Party
A
agrees to pay Party B Rental, Building Management Fee and Ground Lease Fee
as
following:
3.1
Rental
The
Parties agree that the monthly Rental of the above New Lease Areas shall be
as
follows:
(1)
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The
gross area of the Third floor of the New Building is 3,243.4
square meters, monthly rental is US$3.15
per square meter and the monthly rental shall be US$10,216.71.
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(2)
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The
gross area of the Power Building of the New Building for the Third
Floor
is
480 square
meters, monthly rental is US$3.15 per square meter and the monthly
rental
shall be US$1,512.
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(3)
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The
gross area of the Forming Gas Station and safety zone around Forming
Gas
Station is 350
square
meters, monthly rental is US$1.25
per square meter and the monthly rental shall be US$437.50.
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(4)
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The
gross area of the Lobby of the New Building is 128 square meters,
and
Party A will share 20% of which is 25.6
square
meters as a consequence of leasing the new area, and the monthly
rental
shall be US$ 80.64.
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The
total
rental for the lease area shall be US$12,246.85
.
3.2
Building Management Fee
Party
A
agrees to pay Party B the Building Management Fee based on5%
of the
monthly rental (US$12,246.85)
referred in above section 3.1 term. The monthly Building Management Fee
is
US$612.34.
Party
B
shall provide Party A the management service as below:
(1)
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the
Guard service for the public area outside of the Original Lease Areas
and
the New Lease Areas.
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(2)
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the
maintenance and repairs of the buildings and facilities of the lease
area.
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(3)
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the
maintenance and repairs of the public facilities of the public factory
area and buildings.
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(4)
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the
cleanliness and sanitation of the lease area and public area.
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(5)
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the
landscaping of the lease area and public area, including the planting
and
maintenance.
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(6)
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washing
of building walls every month.
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(7)
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other
building management service to be provided by Party B.
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3.3
Ground Lease Fee
As
the
ground outside of the New Building is reduced to 6226.5
square
meters due to the construction of the Power Building and the Forming Gas Station
as set forth in the Sections 1.2 and 1.3 of this Supplementary Agreement, both
Parties agree to modify the Section 4.3 of the Lease Agreement regarding the
Ground Lease Fee upon the execution of this Supplementary Agreement into “Party
A agrees to pay Ground Lease Fee on the 60%
of the
gross area of 6226.5
square
meters as of 1 January 2006 (i.e. calculated at US$0.5
per
square meter, Party A shall pay monthly Ground Lease Fee of US$1,867.95,
for
Party A pays a monthly Ground Lease Fee of US$ 1,347.3
under
the
Lease Agreement dated 28 June 2004, so the incremental Ground Lease Fee is
US$
520.65).”
3.4
Subject to the above figures, Party A shall pay monthly US$13,379.84
to Party
B under this Supplementary Agreement.
3.5
Rental-free Period
3.5.1
In
consideration of Party A’s decoration projects for the Third Floor of the New
Building, Party B hereby grants Party A and Party A is entitled to a 60-days
rental-free period subsequent to Party B’s delivery of the Third Floor of the
New Building (i.e. from the date of 1 January 2006 to the date of 28 February
2006). During the above-said period, Party A shall not pay monthly Rental or
related Building Management Fee for the Third
Floor of the New Building to Party B.
In case
that Party B delays in delivery of the Third Floor of the New Building to Party
A, the above-said rental-free period shall be put off accordingly
3.5.2
Considering that it takes Party B certain time to build the Power Building
for
the Third Floor of the New Building and Party B shall inspect and accept the
work at its own expenses upon completion of construction before delivery to
Party A for inspection and acceptance. The two Parties agree that Party B should
deliver the Power Building to Party A for inspection and acceptance before
16
February 2006. Party A should complete those procedures and install equipments
before 26 February 2006 and pay monthly Rental or related Building Management
Fee for the Power Building to Party B commencing from 1 March 2006. In case
that
Party B delays in delivery of the Power Building to Party A, the above-mentioned
period shall be put off accordingly.
3.5.3
Considering that it takes Party B certain time to build the Forming Gas Station
and Party B shall inspect and accept the work at its own expenses upon
completion of construction before delivery to Party A for inspection and
acceptance. The two Parties agree that Party B should deliver the Forming Gas
Station to Party A for inspection and acceptance before 23 February 2006. Party
A should complete those procedures and install equipments before 28 February
2006 and pay monthly Rental or related Building Management Fee for the Forming
Gas Station to Party B commencing from 1 March 2006. In case that Party B delays
in delivery of the Forming Gas Station to Party A, the above-mentioned period
shall be put off accordingly.
4.
Method of Payment
Party
A
shall pay the Rental in RMB (Yuan) according to the Median Rate of Exchanges
published by the Bank of China on the day of payment to the RMB account as
prescribed by Party B before the first day of every month.
5.
Deposit
For
the
lease of the above lease area, Party A shall pay Party B a deposit amounting
to
US$13,379.84
within
10 days of the effective date of the Supplementary Agreement. Party A shall
pay
the Deposit in RMB (Yuan) according to the Median Rate of Exchanges published
by
the Bank of China on the day of payment to the RMB account as prescribed by
Party B.
6.
Guarantees
6.1
Party
B hereby guarantees that if part of or all of the New Building (including
Original Lease Areas and New Lease Areas) are sold to any third party in the
Rent Term or the period of renewal, Party B shall notify Party A in writing
12
months before such sales and Party A shall have the first right of refusal
for
such sales subject to the same terms and conditions. If Party A has received
such notice from Party B and Party A does not exercise its first right of
refusal within 30 days upon receipt of the notice and has so replied to Party
B,
Party B may sell part of or all of the New Building (including Original Lease
Areas and New Lease Areas) to the third party after 11 months of notification.
However, Party B shall guarantee that the third party will continue the
performance of the Lease Agreement and the Supplementary Agreement. In case
that
the third party fails to perform the Lease Agreement and the Supplementary
Agreement, Party B shall compensate Party A for all of its losses and damages.
Compensation should include but not limited to relocation fees and operation
losses.
6.2
In
case that Party B mortgages part of or all of the New Building (including
Original Lease Areas and New Lease Areas) to a third party, Party B shall notify
Party A 30 days in advance. Any loss suffered by Party A for such mortgage
shall
be indemnified by Party B. Compensation should include but not limited to
relocation fees and operation losses.
6.3
Party
B guarantees that before any part of the New Building beyond the Original Lease
Areas and the New Lease Areas is leased to any third party, Party B shall notify
Party A 30 days in advance and Party A shall have the first right of refusal
with respect to such lease subject to the same terms and conditions. If Party
A
has received such notice and does not exercise its first right of refusal within
30 days upon receipt of the notice and has so replied to Party B, Party B should
disclose related information about the third party and lease such part of the
New Building to the third party after getting Party A’s consent. If Party A does
not consent to such a lease, Party B may lease such part of the New Building
beyond the Original Lease Areas and New Lease Areas to the third party after
12
months of notification. However, Party B shall guarantee that such lease will
not affect Party A’ s proper use of the Original Lease Areas and New Lease
Areas. Party B shall indemnify Party A for any damages or losses caused by
such
lease. Compensation should include but not limited to relocation fees and
operation losses.
7.
The
Effective Date of the Supplementary Agreement
The
Supplementary Agreement shall become effective after the legal representatives
or authorized representatives of both Parties affix their signatures and company
seals on the Supplementary Agreement. The Supplementary Agreement forms an
integral part of the Lease Agreement. If there is any discrepancy between the
Lease Agreement and the Supplementary Agreement, this Supplementary Agreement
shall prevail.
By:
Party A
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By:
Party B
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Address:
Xx.0, Xxxx 00, XxxXxxxxx Xxxx Xxxxxxxxx
xxxxxx xxxx Xxxxxxxx, Xxxxx
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Address:
Xx.0, Xxxx 00, XxxXxxxxx Xxxx Xxxxxxxxx Export Processing Zone, Shanghai,
China.
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Attn.:
Xxxxxx Xxx
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Attn.:
Jian-Ya, Xing
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/:/
Xxxxxx Xxx
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/:/
Jian-Ya, Xing
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Date:
March 15, 2006
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Date:
March 15, 2006
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