EXHIBIT 10.20
DATED THE 3rd DAY OF FEBRUARY, 1999
BETWEEN
HONGGUAN TECHNOLOGIES (S) PTE LTD,
...of the one part
AND
PEMSTAR-HONGGUAN PTE LTD
...of the other part
SUB-LEASE AGREEMENT
BIH LI & XXX
Advocates & Solicitors
00 Xxxxxxxx Xxxx
#00-00 XXX Xxxxxxxx
Xxxxxxxxx 00000
THIS SUB-LEASE is made the 3rd day of February, 1999 BETWEEN
(1) HONGGUAN TECHNOLOGIES (S) PTE LTD, a company incorporated in Singapore
and having its registered address at 00 Xxx Xxxx Xxxxxx, Xxxxxxxxx
000000 (the "Landlord") and
(2) PEMSTAR-HONGGUAN PTE LTD, a company incorporated in Singapore and
having its registered address at 00 Xxx Xxxx Xxxxxx, Xxxxxxxxx 000000
(the "Tenant").
WHEREAS:
(A) By a Lease Agreement dated 24th day of May, 1995 (hereinafter called
"the Lease Agreement") made between Jurong Town Corporation (hereinafter
called "JTC") of the one part and the Landlord of the other part, JTC
agreed to lease and the Landlord agreed to take a lease of the premises
known as 00 Xxx Xxxx Xxxxxx, Xxxxxxxxx 000000 comprised in Xxx X00000 xx
Xxxxx 0 Xxxx (hereinafter called "the Factory") for a term of 30 years from
1 December 1994 upon the terms and subject to the conditions in the said
Lease Agreement.
(B) Subject always to the consent and terms and conditions which may from
time to time be laid down by JTC and all other relevant authorities with
regal s to the proposed use of and renovations to PART of the Factory
estimated to contain a total floor area of 4,000 square feet (372.00 square
metres) and shown for identification purposes only edged and marked in red
on the plans annexed hereto (hereinafter called "the Premises"), the
Landlord has agreed to let and the Tenant has agreed to take the Premises
on the terms and conditions herein contained.
NOW THIS SUB-LEASE WITNESSETH as follows:
1. THE DEMISE
1.1 In consideration of the rent and the covenants reserved by and
contained in this Sub-Lease, the Landlord HEREBY DEMISES to the Tenant
ALL the Premises TOGETHER WITH (but to the exclusion of all other
liberties easements rights or advantages and subject to the Landlord's
right to refuse access hereinafter contained):
(a) the right for the Tenant and others duly authorised by the Tenant
of ingress to and egress from the Premises in over and along all the
usual entrances, landings, lifts, lobbies and corridors leading
thereto in common with the Landlord and all others so authorised by
the Landlord and all other persons entitled thereto, such right being
only so far as is necessary and as the Landlord can lawfully grant;
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(b) the right for the Tenant and others duly authorised by the Tenant
to use all water, telephone and electric conduits, mains, pipes, wires
and cables or conducting media and all or any other services now or
hereafter provided for the Premises and made in, on or over the
Premises and the Factory for the passage of water and sewerage from and
water, electricity and other services to and from them; and
(c) the right for the Tenant and others duly authorised by the Tenant
to use such sufficient toilet facilities in the Factory as shall be
designated from time to time in writing by the Landlord but such user
shall be in common with the Landlord and all others so authorised by
the Landlord and all other persons entitled thereto.
EXCEPTING AND RESERVING unto the Landlord the free and uninterrupted
use of all gas water and other pipes electric telephone and other wires
conduits flues and drains in through or under the Premises TO HOLD the
Premises unto the Tenant for a term of one (1) year commencing on 1
November 1998 and expiring on 31 October 1999 (hereinafter referred to as
"the Term") YIELDING AND PAYING THEREFOR unto the Landlord the total
monthly rent of SINGAPORE DOLLARS FOUR THOUSAND AND SIX HUNDRED ONLY
(S$4,600.00) (hereinafter referred to as the "total monthly rent")
comprising:
(a) the monthly rent for the Premises of SINGAPORE DOLLARS FOUR
THOUSAND ONLY (S$4,000.00); and
(b) the monthly service of SINGAPORE DOLLARS SIX HUNDRED ONLY
(S$600.00) for the services stated in Clause 3.2 herein
(hereinafter referred to as "the service charge").
the total monthly rent to be payable monthly in advance clear of all
deductions on the first day of each month or proportionately for any part
of a month.
1.2 The floor area of the Premises is 4,000 square feet (372.00 square
metres)
2. TENANT'S COVENANTS
2.1 To pay the total monthly rent hereby reserved on the days and in the
manner aforesaid without any deduction set-off or demand whatsoever.
In the event of any increase in the costs to the Landlord of supplying
the services for which the service charge is payable, the Landlord
shall be entitled from time to time to notify the Tenant, with
satisfactory supporting evidence of such increase in the costs, and
the Tenant shall pay to the Landlord an additional monthly service
charge equal to so much of the extra costs as is attributable to the
Premises at the same times and in the same manner as hereinbefore
provided for payment of the monthly total rent.
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2.2 The total monthly rent and other sums expressed to be payable by the
Tenant under this Sub- Lease Agreement shall be exclusive of any
applicable Goods and Services Tax, imposition, duty and levy
(hereinafter collectively called "Taxes") which from time to time may
be imposed or charged by any government, statutory or tax authority on
or calculated by reference to the amount of rent any other sums
received or receivable by the Landlord under this Agreement and upon
receipt of the relevant tax invoice from the Landlord the Tenant shall
pay all such Taxes in the manner and within the period prescribed in
accordance with the applicable laws and regulations. For the avoidance
of doubt, taxes shall exclude only income tax payable by the Landlord.
2.3 At all times to xxx and occupy the Premises for office administration
and assembly of equipment in connection with the Tenant's trade and
not to effect any changes in the Tenant's use of the Premises without
obtaining the prior written approval of JTC and the Landlord and not
to do or permit to be done upon the Premises any thing which may or
may become a nuisance or annoyance to or cause damage or inconvenience
to the Landlord, the owners of licensees or occupiers of any adjoining
or neighbouring premises and not to use the same for any illegal or
immoral purpose.
2.4 Not to demise, assign, charge, create a trust or agency, mortgage,
let, sublet, grant a license or part with or share the possession or
occupation of the Premises or any part thereof or permit any other
party or person by way of a license or otherwise to occupy the
Premises or any part thereof at anytime during the term hereby
created.
2.5 To permit JTC and/or the Landlord or their respective servants or
agents with or without workmen, tools and equipment during the term
hereby created at all reasonable times by prior appointment to enter
upon the Premises and every part thereof to examine the state and
condition of the same and of defects decays and wants of reparation
and of all breaches of covenant there found.
2.6 Not to erect or put up any temporary sheds or structures at the
Premises or any part thereof.
2.7 Not to cause or do or suffer to be done any act or thing which may as
between the Landlord and JTC constitute or cause a breach by the
Landlord of any of the terms, covenants, conditions or stipulations on
the part of the Landlord to be observed or performed by virtue of the
Lease Agreement between the Landlord and JTC but shall do or permit to
be done any act or thing to comply with or to prevent a breach of any
of such terms, covenants, conditions or stipulations with no liability
on the part of JTC for any inconvenience, loss, damage, costs,
expenses or compensation whatsoever in the event that JTC, its
employees, servants or authorised agents with or without workmen,
tools and equipment should enter upon the Factory or the Premises to
do any act or thing which JTC is entitled to do by virtue of the Lease
Agreement or sublease or of any laws, by-laws, rules or regulations.
The Landlord shall for the
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purposes herein acquaint the Tenant in writing with the terms,
covenants, conditions and stipulations of the said Lease Agreement
between the Landlord and JTC and any variations or amendments thereto.
Provided Always that in the event of any inconsistency between the
terms of this lease and the lease between the Landlord and JTC, the
terms of this lease shall prevail.
2.8 To pay or reimburse the Landlord on demand all charges including any
taxes now or in the future imposed in respect of water, gas,
electricity, and any other services supplied and metered separately to
the Premises and charged by the relevant utilities company or other
appropriate authority or undertaking, and in the event of such water,
gas electricity and other services not being metered separately to the
Premises to pay to the Landlord a proportionate part of the charges
and taxes therefor, such amount to be calculated by the Landlord on
the basis of the proportion that the floor area of the Premises bears
in relation of the total floor area of the Factory, and notified to
the Tenant by a statement in writing and supported by the relevant
bills and invoices from the relevant utilities company or other
appropriate competent authority or undertaking which shall be
conclusive as to the amount thereof (save for manifest error).
2.9 To install at the Tenant's own costs and expenses all
telecommunication equipment (as the Tenant may require) in such a
manner that the wires shall not run across the floor or ceiling or
along the walls of the Premises so as to be visible in the Premises
but shall be concealed. All such works shall be carried out by workmen
of or engaged by a telecommunications company approved by the
Telecommunication Authority of Singapore or such other appropriate
authority or undertaking for such purpose, or in the absence of such
workmen, by a contractor nominated or approved by the Landlord.
2.10 Not to make or permit to be made any alterations or additions to the
Premises or any part thereof or the fixtures, fittings, decorations
and electrical or mechanical installations therein of the Landlord
without first having obtained the written consent of the Landlord and
in the event of such consent being given to carry out at the Tenant's
cost and expense such alterations or additions by a contractor
nominated or approved by the Landlord with such materials and in such
manner and at such times as shall be designated by the Landlord and to
obtain at the Tenant's costs and expense all planning and other
approvals which may be required to be obtained under any of the
prevailing laws applicable thereto and upon determination of the Term,
if requested by the Landlord at least two (2) months prior, to restore
the Premises to their original state and condition (fair wear and tear
and act of God excepted) at the cost and expense of the Tenant by a
contractor nominated or approved by the Landlord.
2.11 To keep the interior finishes of walls, ceilings and floors and the
fixtures and fittings therein including electrical installation, all
pipes, wires, drains and other conducting media solely servicing the
Premises and every part thereof and all additions thereto clean and in
good and tenantable repair (fair wear and tear and act of God
excepted) and to replace or repair any part
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of the interior finishes of the walls, ceilings and floors of the
Premises and the fixtures and fittings therein which shall be damaged
or broken due to the Tenants act or negligence.
2.12 To keep the Premises including the interior surfaces of the windows
thereof clean and not to employ or continue to employ in or about the
Premises any cleaners other than the cleaning contractor or
contractors authorised by the Landlord to carry out the cleaning works
in the Factory Provided Always that the Landlord shall not be liable
for any misconduct or negligent acts or defaults of the cleaning
contractor. Any cleaners so employed by the Tenant for the purpose of
cleaning the Premises shall be at the sole expense and responsibility
of the Tenant.
2.13 Not to affix, erect, paint, attach or otherwise exhibit or permit or
suffer so to be upon any part of the exterior or interior of the
Premises, the windows, the glass-panelled walls or shop-fronts thereof
any name, writing, drawing, sign-board, plate, placard, poster, sign
post, flag pole, television or wireless mast or advertisement
whatsoever without the prior written consent of JTC and the Landlord.
2.14 Not to load or permit or suffer to be loaded any part of the floors of
the Factory or the Premises to a weight greater than the weight per
square metre permitted by the Landlord as shown in Schedule "A"
attached and shall if required by the Landlord distribute the load on
any part of the floor of the Premises in accordance with the
directions and requests of the Landlord and in the interpretation and
application of the provisions of this Clause relating to the loading
requirements the decision of the surveyor or engineer or architect of
the Landlord shall be final and binding on the Tenant.
2.15 Not at any time during the Term to do or permit or suffer to be done
any act, matter or thing upon the Premises whereby any policies of
insurance in respect thereof may be violated or rendered void or
voidable or whereby the rate of premium on any insurance policy shall
be liable to be increased and to make good all damage suffered by the
Landlord and to pay to the Landlord all reasonable and necessary sums
paid by it by way of increased premium and all reasonable and
necessary expenses incurred by it in or about any renewal of such
policy or policies rendered necessary by a breach or non-observance of
this covenant.
2.16 At all times during the Term and during any period of holding over at
its sole cost and expense to keep in force the following insurance
policies with an insurance company or companies approved by the
Landlord which approval shall not be unreasonably withheld:
(a) an adequate insurance policy to be taken out in the joint names of
the Landlord and the Tenant on internal partitions and all goods
belonging to or held in trust by the Tenant in the Premises against
loss or damage by fire flood water damage or discharge from sprinkler
systems;
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(b) an adequate insurance policy which shall be taken out in the joint
names of the Landlord and the Tenant against loss as a result of
burglary on the Premises; and
(c) a comprehensive general liability insurance policy to be taken out
in the joint names of the Landlord and the Tenant against claims for
personal injury death or property damage or loss arising out of all
operations of the Tenant in or from the Premises of an amount not less
than S$500,000.
2.17 To indemnify and keep the Landlord indemnified from and against:
(a) all claims demand writs summonses actions suits proceedings
judgements orders decrees damages costs losses and expenses of any
nature whatsoever which the Landlord may suffer or incur in connection
with loss of life personal injury and/or damage to property arising
from or out of any occurrence in upon or at the Premises or use of the
Premises or any part thereof by the negligence or arising out of the
acts or defaults of the Tenant or any of the Tenant's employees
independent contractors agents invitees or licensees; and
(b) all losses and/or damage to the Premises and to all property
therein caused directly or indirectly by the negligence or acts of
default of the Tenant or the Tenant's employees independent
contractors agents invitees or licensees and in particular but without
limiting the generality of the foregoing caused directly or indirectly
by the use or misuse of waste or abuse of water gas or electricity or
faulty fittings or fixtures of the Tenant.
2.18 The Landlord shall not be under any liability whatsoever to the
Tenant, or to any person whomsoever, in respect of:
(a) any injury or damage to any property or sustained by the Tenant,
or such other persons as aforesaid or any consequential loss, caused
by, or through, or in any way owing to circumstances beyond the
control of the Landlord.
(b) any damage caused by or other tenants or person in the Factory or
other buildings or operations in the neighbourhood beyond the control
of the Landlord.
2.19 At the expiration or sooner determination of the term hereby created,
to yield up the Premises with the fixtures (other than the Tenant's
trade fixtures as shall belong to the Tenant) unless the Tenant has
received written notice from the Landlord two (2) months prior to the
expiry or sooner determination of the term requiring the same to be
renewed, in good and tenantable repair and condition (fair wear and
tear and act of God excepted) together with the keys to the Premises
and all doors therein and if so required by the Landlord two (2)
months prior to the expiry or sooner determination of the term to
remove all letterings internal partitions fixtures and installations
of the Tenant as are specified by the Landlord from the Premises and
to reinstate all
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electrical installations to their original state in accordance with
the layout, mechanical and electrical plans annexed (fair wear and
tear and act of God excepted). Such removal and/or reinstatement shall
be carried out by a reliable contractor appointed by the Tenant. All
damage done to the Premises by such removal shall be made good by the
Tenant on or prior to the expiration of the term hereby created and if
the Tenant fails to do so the Landlord may make good all such damage.
All reasonable and necessary costs incurred by the Landlord in such
removal or disposal or in making such good damage shall be paid by the
Tenant to the Landlord within fourteen (14) days of the Landlord
notifying the Tenant of the amount thereof.
3. LANDLORD'S COVENANTS
3.1 The Landlord hereby agrees with the Tenant that the Tenant paying the
rent and service charge hereby reserved and observing and performing
the several covenants and stipulations on the Tenant's part herein
contained shall peaceably and quietly hold and enjoy the Premises
during the term hereby created without any interruption by the
Landlord or any person rightfully claiming under or in trust for the
Landlord.
3.2 In consideration of the service charge payable by the Tenant, the
Landlord shall provide or procure the provision of the following
services to the Tenant:
(a) the use, repair, servicing and replacement of parts of the air
compressor and overhead cranes;
(b) the provision of security to the Factory daily on a twenty-four
(24)-hour basis;
(c) daily clearing of rubbish from the Premises;
(d) daily cleaning of the Premises and toilets; and
(e) to keep the common areas in the Factory including but not limited
to all toilets in the Factory well lit, clean and in good repair
at all times.
Provided that notwithstanding anything in this Sub-Lease Agreement
contained the Landlord shall not be liable to the Tenant nor shall the
Tenant have any claim against the Landlord in respect of:
(i) any interruption in any of the services hereinbefore
mentioned by reason of necessary repair or maintenance of any
installations or apparatus or damage thereto or destruction
thereof by fire, water, riot, act of God or other cause howsoever
caused including by reason of mechanical or other defect or
breakdown or other inclement conditions or shortage of manpower,
fuel, electricity or water or by reason of any lawful disputes;
or
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(ii) any damage, injury or loss arising out of the leakage or
defect in or of the piping, wiring and sprinkler system in the
Factory and/or defect in or of the Factory unless due directly or
indirectly to want of repair or maintenance or the act, omission,
default, misconduct of the Landlord or its employee, independent
contractor or agent.
3.3 To pay all taxes, rates and assessments imposed upon or in respect of
the Premises save and except those which the Tenant has agreed to pay.
3.4 To replace such damaged parts of, to service and repair within a
reasonable time the air- conditioning units within the Premises at the
Landlord's costs.
3.5 To obtain, maintain and renew all consents, approvals or permission
required from the relevant authorities, including but not limited to
JTC, for the lease of the Premises to the Tenant for use as office
premises and assembly of equipment in connection with the Tenant's
trade.
3.6 To repair and maintain the structural condition of the Premises,
including but not limited to the walls and ceiling of the Premises.
4. GENERAL AGREEMENT
It is expressly agreed as follows:
4.1 If the rent hereby reserved or any part thereof and/or the service
charge or any part thereof shall at any time be unpaid for twenty-one
(21) days after the same shall have become due (whether formally
demanded or not) or if the Landlord has given the Tenant written
notice of the Tenant's breach of a material agreement or stipulation
on the Tenant's part herein mentioned and the Tenant does not within
twenty-one (21) days of receipt of the said notice proceed to rectify
the said breach or if the Tenant being a company shall go into
liquidation whether voluntarily (save for the purpose of amalgamation
or reconstruction) or compulsorily or a receiver or a judicial manager
shall be appointed of its undertaking property or assets or if the
Tenant shall make any arrangement with creditors for liquidation of
its debts by composition or otherwise or if any execution of
attachment shall be levied upon or issued against any of the property
or assets of the Tenant and shall not be paid off or discharged within
seven (7) days thereof then and in any one of the said cases it shall
be lawful for the Landlord at any time thereafter to re-enter upon the
Premises or any part thereof in the name of the whole and thereupon
the term hereby created shall forthwith and absolutely cease and
determine but without prejudice to any right of action which has
accrued either party against the other under this Agreement.
4.2 In addition and without prejudice to any other right power or remedy
of the Landlord if the rent hereby reserved or any part thereof shall
at any time remain unpaid for twenty-one (21) days
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after the same shall have become due (whether any formal or legal
demand therefor shall have been made or not) then the Tenant shall pay
to the Landlord interest thereon at two per cent (2%) above the
current prime rate for advances for the time being prescribed by a
leading local bank in Singapore selected by the Landlord. The Landlord
shall be entitled to recover such interest from the Tenant as if such
interest were rent in arrears.
4.3 If the Premises or any part thereof shall be damaged or destroyed by
fire, act of God or other causes beyond the control of the Landlord so
as to render the Premises unfit of occupation and use (except where
such damage or destruction has been caused by the act or default of
the Tenant his servant independent contractor agent visitors invitees
or licensees) the rent and service charge hereby agreed to be paid or
a fair and just proportion thereof according to the nature and extent
of the damage sustained shall be suspended until the Premises shall
again be rendered fit for occupation and use and any dispute
concerning this clause shall be determined by a single arbitrator in
accordance with the Arbitration Act (Cap. 10) or any statutory
modification or re-enactment thereof for the time being in force.
Where however JTC continues to collect rental from the Landlord during
such period, and if the damage is not caused by the Landlord, the
Tenant shall continue to pay the rental herein to the Landlord.
Provided Always that in the event that the Premises are so badly
damaged as to necessitate rebuilding either party may within thirty
(30) days after such damage has been sustained give notice to the
other in writing to terminate this lease and thereupon this lease
shall terminate and the Tenant shall (if still in occupation) vacate
the Premises without compensation from the Landlord but without
prejudice to any rights and/or remedies which have accrued to either
party against the other under this Agreement.
4.4 In the event that JTC at any time before the expiry of the term hereby
created gives three (3) months' notice in writing requiring that this
Agreement be terminated or becomes entitled to and re-enters the
Premises or any part thereof in the name of the whole the said term
shall upon the expiry of the said notice or upon the said re-entry
absolutely determine without prejudice to any rights and/or remedies
which have accrued to either party against the other under this
Agreement and without JTC being liable for any inconvenience, loss,
damages, compensation, costs or expenses whatsoever. Provided Always
that the Landlord shall indemnify the Tenant against all damages costs
losses and expenses of any nature whatsoever not caused directly or
indirectly by any act, default or negligence of the Tenant which the
Tenant may suffer or incur due to the termination of this Agreement
pursuant to this Clause.
4.5 No condoning excusing overlooking or delay in taking action by the
Landlord of any default breach or non-observance or non-performance by
the Tenant at any time or times of any of the Tenant's obligations
herein contained shall operate as a waiver of the Landlord's rights
hereunder in respect of any continuing or subsequent default breach or
non-observance or non- performance or so as to defeat or affect in any
way the rights of the Landlord herein in respect of any such
continuing or subsequent default, breach or non-observance or
non-performance
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and no waiver the Landlord shall be inferred from or implied by
anything done or admitted by the Landlord unless expressed in writing
and signed by the Landlord. Any consent given by the Landlord shall
operate as a consent only for the particular matter to which it
relates and shall in no way operate 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
future unless expressly so extended.
4.6 The Landlord shall on the written request of the Tenant made three (3)
months before the expiration of the term hereby created and if there
shall not at the time of such request be any existing breach or
non-observance of any of the obligations undertakings and conditions
on the part of the Tenant herein contained, grant to the Tenant a
tenancy of the demised premises for an additional term of one (1) year
at a rate to be agreed between the Landlord and the Tenant and upon
the same terms and conditions with the exception of this clause for
renewal and at the then prevailing market rate. Provided Always in the
event that the then prevailing market rate is more than 110% of the
rent for the Premises for the Term, the rent for the additional Term
shall be 110% of the rent of the Premises for the Term. Provided that
the Landlord shall not be obliged to grant the further term above
stated unless and until JTC has granted its approval in writing to the
sub-letting by the Landlord for the further term, and on such terms,
if any, as may be acceptable to the Landlord. The Landlord shall
immediately upon receipt of the Tenant's said written request for a
tenancy of the Premises for an additional term, apply to JTC for its
approval to the sub-lease for the said additional term. The Landlord
will comply with all terms imposed by JTC as a condition for granting
its approval to the sub-lease for the said additional term including
but not limited to payment of any fees.
4.7 In the event that Joint Venture Agreement dated 25 September 1998
entered into between the Landlord and the Tenant is terminated for any
reason whatsoever, this Agreement shall forthwith determine absolutely
without prejudice to any right of the Tenant against the Landlord.
Provided Always that in the event that this Agreement is terminated
pursuant to this Clause, the Tenant will only be required to deliver
up the Premises in the state and condition as specified in Clause 2.19
herein within fourteen (14) days of the date of termination of this
Agreement.
4.8 Any notice served under or in connection with this Agreement shall be
sufficiently served on the Tenant if sent by registered post to the
Tenant marked to the attention of Assistant General manager on the
Premises or at the address specified above and shall be sufficiently
served on the Landlord if sent by registered post or delivered to the
Landlord at the abovementioned address.
4.9 Any provision in this Agreement referring to the consent or approval
of the Landlord shall be construed as implying that the Landlord shall
not unreasonably delay or refuse any such consent or approval nor
shall the Landlord impose any unreasonable conditions as part of its
consent.
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IN WITNESS WHEREOF the authorised representatives of the parties hereto
have hereunto set their hands.
The Landlord )
------------
)
SIGNED by / s / Teo Xxxx Xxxxxx )
---------------------
Teo Xxxx Xxxxxx )
)
for and on behalf of )
HONGGUAN TECHNOLOGIES (S) PTE LTD )
in the presence of: / s / Tan Citee Chow )
--------------------
Tan Citee Chow
The Tenant )
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)
SIGNED by / s / Pay Eng Hong )
------------------
Pay Eng Hong )
)
for and on behalf of )
PEMSTAR-HONGGUAN PTE LTD )
in the presence of: / s / Pang You Hin )
------------------
Pang You Hin
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