Lease Contract of Factory Buildings Contract No.: 118 November 18, 2006 Wuhan, China
Exhibit
10.5
Lease
Contract of Factory Buildings
Contract
No.: 118
November
18, 2006
Wuhan,
China
Lessor:
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TPV
Technology (Wuhan) Limited
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(Hereinafter
referred to as Party A)
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Business
Certification No.:
Address:
Lessee:
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Wuhan Diguang
Electronics Co. Ltd.
|
|
(Hereinafter
referred to as Party B)
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Business
Certificate No.:
Address:
Party
A
and Party B agree that Party A leases part of factory buildings to Party
B which
is located at No. Te 8, Chunkou Community, Wuhan Economic and Technological
Development Zone of China, for the production, marketing and repairing of
components of LCD modules so that the mutual efforts will be made for promoting
the LCD industry chain to realize the long development and good cooperation.
After amicable consultation, both parties reached the agreement as follows:
01)
Leased Properties
a)
Leased
Properties are located at No. Te 8, Chunkou Community, Wuhan Economic and
Technology Development Zone of China (part of factory buildings of Party
A)
(hereinafter referred to the Leased Properties) and the actual building area
is
3,043M2.
b)
The
site map and specific area of the Leased Properties is indicated in the exhibit
including the equipment arrangement and decoration status.
02)
Use of the Leased Properties
a)
The
use of the Leased Properties is for the production, marketing and repairing
of
the components of LCD modules.
b)
Party
B cannot change the use of the Leased Properties without the prior written
approval of Party A.
03)
Lease Term and Renewal
a)
The
lease term will be two years, from December 1 2006 to November 30 2008.
b)
Upon
the expiry of this Contract, if Party B does not want to renew the lease,
the
written notice shall be given to Party A 60 days before the expiry.
c)
If
Party B intends to renew the lease, Party A shall give the priority of renewal
to Party B unless it is in Force Majeure.
04)
Rent
The
rent
of the Leased Properties is RMB 37, 431.00 (with tax).
If
the
rental price in the market fluctuates up to more than 5% (inclusive), both
parties have the right to request adjusting the rental price, on which a
supplemental agreement will be signed by both Parties.
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05)
Terms of Payment
a)
The
rent shall be paid by Party B to Party A in the form of a cheque for transfer,
to be settled once a month. Party B shall pay the monthly lease expenses
by the
end of every month.
b)
Party
B shall pay one month of rent to Party A as lease deposit in the form of
a
cheque for transfer as well as paying for the rent for the current month
and
previous one. If Party B is in breach of the contract and causes any damage
to
Party A, Party A will deduct it out of the deposit.
06)
Utilities and Other Expenses
a)
Party
A provides Party B with the energy resources such as water, steam and gas
power
etc, for the use in production and working. In respect of the above use,
Party A
cannot put Party B to a priority level and both parties shall enjoy equal
rights.
b)
If
Party B requests for the enlargement of power capacity, the expenses incurred
therefrom will be taken by Party A from Party B as rent.
c)
Party
A will charge the above water, power and gas fees in accordance with the
price
specified by the State, and shall not add other charges.
d)
Terms
of payment is on monthly base or to be made pursuant to the method agreed
by
Party A and the Power Supply Company. Party A will provide the list of energy
consumption, which will be confirmed within 3 days by Party B and the such
shall
be paid within 7 days by Party B after the invoices are provided from Party
A.
07)
Delivery of the Leased Properties
a)
The
delivery time of Leased Properties is before November 10 2006. Party A will
deliver the Leased Properties to Party B in good conditions. When making
the
delivery, both parties will confirm by signature on the takeover slip specifying
the infrastructure status, and photos can be attached.
b)
When
the contract expires, if Party A and Party B agree not to renew, Party B
shall
take away its properties and items of its own and recover the original form
and
return it to Party A within 30 days except for the internal facilities specified
in this Contract and other agreements to be retained in the Leased
Properties.
c)
The
premises that are delivered by Party A shall obtain the fire-prevention approval
issued from the local fire-prevention authorities.
08)
Maintenance and Safety Management
a)
In the
lease term, Party A shall be responsible for the daily maintenance and property
management of the buildings and the original facilities. In the lease term,
when
finding that the factory buildings and ancillary facilities are damaged or
in
failure, Party B shall inform Party A timely for repairing. Party A shall
undertake the repairing within 3 days of receiving such notice, otherwise
Party
B can do it instead, for which the expenses will be borne by Party A. Party
B
will be responsible for the repair of the modified part made by Party B.
b)
Party
B shall be obliged to bear the losses and maintenance expenses caused due
to the
improper management of Party B.
c)
In the
lease term, as to the issues of fire protection, general duties, public security
etc., Party B shall comply with the rules and regulations imposed by local
authorities, take all the responsibilities and subject to the inspection
and
supervision of Party A.
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09)
Renewal of the Lease and Assignment of the Leased Properties
Upon
the
expiry of the lease, the Contract will terminate and so Party B shall return
to
Party A the Leased Properties. If Party B wants to renew, it shall notify
Party
A in writing 60 days in advance,. Unless any event in the Force Majeure clause
happens, Party A shall give priority to Party B. In the lease term, if Party
A
assigns or leases part of or all the property rights of Leased Properties,
Party
A shall ensure that the transferee continues to perform the Contract. Under
the
same conditions, Party B will have the right of first refusal.
10)
Restriction and Use of the Leased Properties
a) |
Party
A warrants to have obtained the valid state land use right of the
Leased
Properties.
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b) |
Party
A lease the Leased Properties to Party B in its original form. Party
B
shall only change the Leased Properties or reshape the partition
rooms for
the purpose of decoration upon the written approval of Party A, and
shall
obtain the approval of relevant authorities with the assistance of
Party
A. Party B shall bear all the expenses incurred therefrom. When the
lease
term of the Contract expires and when the Leased Properties are returned,
besides the parts to be purchased by Party A as agreed by both Parties,
Party B shall take back the decoration without damaging the structure
of
Leased Properties.
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c) |
During
the use of the Leased Properties, Party B shall abide by the regulations
for the safety inspection and fire prevention equipment examination
and
repair declaration of public buildings.
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d) |
Party
B shall not sublease, lend or transfer all or part of the Leased
Properties to others or for the use by others in any form. If the
sublease
is necessary, it shall get the written approval of Party A.
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e) |
The
use of the electric equipment and the hazardous and harmful substances
by
Party B shall comply with the relevant laws and regulations of the
State.
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f) |
Party
B shall comply with Party A’s daily management and the waste water, gas
and remnant, etc. shall be in compliance with the relevant environmental
laws and regulations of state.
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g) |
Party
B shall observe the rules for managing the Leased Properties, which
constitutes one part of the Contract. For any inconsistency between
their
content and this Agreement, this Agreement shall prevail. The management
methods will be discussed and come to agreement by both Parties
separately.
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h) |
Party
A will assist Party B in managing the lease area and Party A cannot
enter
the lease area unless it gets express permission .
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11)
Termination of Contract
Party
B
will be deemed as breach of the Contract if one of the following events
occurs.
Pursuant
to the Article 13 of this Contract, Party A can recover the penalties and
with a
fifteen-day written notice, Party A could terminate this Contract and take
back
the Leased Properties. Any damage to Party A thus incurred shall be compensated
by Party B.
a)
sublease, transfer or lend the Leased Properties to others without consent;
change the use purpose of the Leased Properties without consent;
b)perform
illegal activities in the Leased Properties.
c)
Party
B is in breach of the Contract.
d)
Other
matters harmful to the legal rights of Party A.
Party
A
will be deemed as breach of the Contract if one of the following events
occurs.
3
Pursuant
to the Article 13 of this Contract, Party B can recover the penalties and
with a
fifteen-day written notice, Party B could terminate this Contract. Any damage
to
Party B thus incurred shall be compensated by Party A.
a)
fails
to repair timely, which makes Party B can not use the Properties any more.
b)
Party
A is in breach of the Contract.
c)
Other
matters harmful to the legal rights of Party B.
12)
Improvement of Leased Properties
For
working convenience, Party B will carry out the improvement of the properties
provided by Party A so as to build the dust free environment, which can not
affect the normal production operation of Party A. The reconstruction plan
will
be provided by Party B and Party A shall be responsible for applying for
the
required examination and approval formalities.
13)
Insurance
Party
A
shall be responsible for the insurance of the property in the Leased Properties
that belongs to Party A, and Party B shall be responsible for the insurance
ofthe added equipment and modified facility in Leased Properties that belong
to
Party B.
14)
Liabilities of Breach
a)
In the
lease term, both parties shall comply with the Contract. If one party breaches
the Contract, such party shall compensate for the loss caused to the other
party.
b)
If the
loss is caused to Party A by Party B, Party B will make the compensation
for the
damages and vice versa.
3)
If a
party breaches this Contract, the other party shall notify in writing such
party
to make the remedy within 15 days. If the remedy fails to be made in the
above
period, the other party shall give another notice of 15-day remedy period.
If
the remedy fails to be made again, the Contract can be terminated by the
non-breaching party in writing.
15)
Force Majeure (Stipulated by the Government)
If
the
obligations or stipulations under this Contract fail or postpone to be fulfilled
by both parties due to Force Majeure, both parties will not have the liability
and shall do their best to minimize the damages to the other party.
16)
Damage of Leased Properties
a)
If the
Leased Properties is damaged in part or completely in which Party B bears
no
fault, Party B shall give the written notice to Party A and Party A shall
repair
immediately.
b)
If the
Leased Properties is damaged in part or completely due to the faults of Party
B,
Party B shall be liable for the repair.
c)
If the
damages are made to one party due to the faults of the other party, such
party
shall be responsible for recover to the original and bear the compensation
accordingly.
17)
Use of Water, Power, Energy and Public Utilities
Party
A
shall provide the current drawings of Leased Properties when Party A delivers
the factory buildings.
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18)
Confidentiality
The
parties and their employees shall keep confidential the information and trade
secrets belonging to the other party known to or possessed through performing
this Contract, and shall not disclose to any third party. This provision
shall
survive the expiry or termination of this Contract. If one party or its
employees violates this provision, such party shall compensate the other
party.
19)
Contract Exhibits
The
following document is deemed as the valid part of the contract, having the
same
legal force with the Contract.
a)
The
Sitemap of Leased Properties and Lease Area
20)
Miscellaneous
1. |
For
any other matters not covered by this Contract, both Parties may
sign
supplementary agreement thorough negotiation. For any inconsistency
between this Contract and the supplementary agreement, the supplementary
agreement shall prevail.
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2. |
For
any other matters not covered by this Contract and the supplementary
agreement, the relevant PRC laws, regulations and policies shall
be
adopted.
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3. |
Failure
of either Party A or Party B to fulfill any of the provision or right
herein, shall not be deemed as the waiver of such provision or right.
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4. |
This
Contract constitutes the entire agreement between the parties, and
any
modification or revision to this Contract shall become effective
only
after the execution of the representative of both Parties. Upon the
expiry
of this Contract, if the parties do not have any intent to renew
it, the
Contract will terminate.
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5. |
Either
Party A or Party B shall not transfer the rights and obligations
to any
third party without prior written approval of the other
party.
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6. |
In
accordance with the regulations of the state and local governments,
the
stamp tax, the registration fee and other related taxes in connection
with
this Contract shall be borne by Party A, and Party A shall be responsible
for the registration formalities.
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21)
Notice
All
the
notices, correspondences, documents, notices and requests, etc. between the
parties shall be given in writing (through email, fax, letter).
22)
Dispute Resolution
Any
dispute arising from the execution of, or in connection with the Contract
will
be settled through friendly negotiation between both parties. In case the
agreement cannot be reached, any party may file the dispute with the local
people’s court.
23)
Counterparts
This
Agreement is six pages and shall be executed in two copies. Each Party shall
hold one and both copies have the same legal force.
(Signature
Page)
Party
A
(stamp): TPV
Technology (Wuhan) Limited
Authorized
representative (signature):
Located
at: Wuhan Economy and Technology Zone, Hubei, P.R.China
5
Party
B
(stamp): Wuhan Diguang Electronics Co. Ltd.
Authorized
representative (signature):
Located
at: Wuhan Economy and Technology Zone, Hubei, P.R.China
Date:
November 18, 2006 at Wuhan
Exhibit:
The
Sitemap of Leased Properties and Lease Area
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