EXHIBIT 99.1
I, Xxxxxx Xxxx, certify that set forth below is a fair and accurate summary
English translation of the required document included as an exhibit to this
Registration Statement.
By: /s/ Xxxxxx Xxxx
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Title: CFO/Director
Dated: April 30, 2003
CO-BUILDING AND SALE AGREEMENT (SUMMARY ENGLISH TRANSLATION)
Date: January 27, 2000
Parties:
ASE (Xxxxx-Xx) Inc. ("Party A")
and
Xxxx Xxxxx Development & Construction Co., Ltd. ("Party B")
Whereas, Party A will provide the land and Party B will fund and build a
factory/office building ("Building"). Both parties agree to enter into the
following Co-Building and Sale Agreement ("Agreement") and agree as follows:
1. Target of Co-Building and Sale
(1) Party A will provide three parcels of land located at Nos. 75, 1833
and 1834, Fushing Section, Xxxxx-Xx City, for the area of 46,790.67
square meters (actual area shall be subject to the land register,
hereinafter the "Land") (as Annex 1) and Party B will fund and build
an intellectual factory/office building ("Project").
(2) In the event the Project cannot be completed in whole or in part due
to governmental laws and regulations or causes not attributable to
both parties, both parties agree to dismiss this Agreement and not
liable for breach to each other. But Party A shall purchase from
Party B the build building based on reasonable costs.
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2. Responsibility of Construction and Expenses
(1) Party A shall retain an architect to design the Building who shall be
responsible for applying construction licenses and building
registrations. Party B shall carry out the construction in accordance
with the architect's design (as approved the regulator), be
responsible for all construction and expenses thereof and shall apply
for the approvals and licenses.
(2) The construction materials, facilities and blueprint shall be agreed
upon by Party A and Party B (as attachment), subject to any subsequent
change in the design mutually agreed by both parties.
(3) Any dispute during the period of the Project relating to the
construction shall be the sole responsibility of Party B and Party B
shall be responsible for the settlement.
3. Responsibility for Sale and Allocation
(1) Party B shall be responsible for the sale of the Building and the
portion of land. The sale price shall be mutually agreed upon by Party
A and Party B. Nevertheless, the sale price may be re-negotiated by
both parties if such sale price becomes unreasonable due to economy or
force majeure.
(2) 25% of the necessary costs incurred by Party B in sale activities
shall be borne by Party A and 75% by Party B.
(3) The allocation of sale process for the Project shall be as follows:
Party A shall be entitled to 25% of the total sales amount of the
Building (including the land) and Party B is entitled to the rest. For
portion of the Building (including the land) which is not sold during
the sale period as agreed upon by both parties, Party A shall be
entitled to 25% of the total sales amount of the Building (including
the land) and Party B in entitled to the rest. Nevertheless, the basis
for evaluation shall be determined based on reasonable and fair
evaluation procedures.
(4) Separate sale agreement with respect to portion of the Land sold by
Party A and the Building sold by Party B shall be entered into between
each party with the respective buyers. Nevertheless, Party A may
authorize Party B to
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execute the sale agreements.
(5) Party A agrees that Party B is fully authorized to collect the sales
proceeds of the Building (including the portion of land thereunder).
Nevertheless, Party B shall keep details of such collections for Party
A's inspection.
(6) Party A and its designated affiliates will have the right-of-first-refusal
to purchase the same if Party B intends to sell its allocated portions of
the Building. The actual portion and price shall be subject to
negotiations between both parties.
4. Time Limit for Completion
(1) Party B shall commence the construction after the construction license is
issued by the regulator, and shall complete the construction within the
valid period of the license, but the time limit shall not apply if agreed
up on by both parties, caused by change in the design, limitations under
applicable laws and regulations, force majeure or other causes
attributable to Party A.
(2) Party A and Party B shall at all times coordinate with each other and
shall not delay in handling affairs regarding construction license, usage
license, any amendment in accordance with laws and regulations, etc.
5. Transfer of Title of the Land
After Party B sells the Building and the land, Party A shall coordinate to
provide documents required by laws and regulations and appoint an agent for
handling transfer and register the title of the land to the buyer. Party A
agrees that it will submit documents or affix chops required by the agent
until the transfer is completed.
6. Tax
(1) Land tax and levy on public work benefits incurred before Party A
transfers and registers the portions of land to Party B (or persons
designated by Party B) shall be borne by Party A and the same incurred
after transfer and registration shall be borne by Party B (or persons
designated by Party B).
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(2) Deed tax and other related taxes resulted from change of constructor
shall be borne by the party requesting for such change.
(3) Land value incremental tax incurred from the transfer and registration
the portions of land to Party B (or persons designated by Party B)
shall be borne by Party A.
(4) Necessary fees, such as agency fees and governmental administration
fees shall be borne by Party A and Party B on a pro rata basis
pursuant to the ratio set forth in Article 3 of this Agreement.
7. Warranty of Title
Party A warrants the title of the Land is free and clear of encumbrances
and Party A shall be responsible for removing any mortgage, security,
encumbrance or third-party claim thereof. Party A shall compensate Party B
if Party B's interests are prejudiced for causes attributable to Party A.
8. Penalties
Party B shall pay to Party A 0.05% of the total proceeds stipulated in
Article 3 as penalties on a daily basis for each day for delay attributable
to Party B and if the delay lasts for more than 120 days, Party A may give
a notice and terminate the Agreement and forfeit the building built by
Party B. The above will not apply if there are events as stipulated in
Paragraph 1 of Article 4 of the Agreement.
9. Incompletion
In the event this Agreement is not complete, applicable laws and
regulations shall apply.
10. Jurisdiction
In the event any dispute arises in connection with this Agreement, Party A
and Party B agree that the Taiwan Kaohsiung Court shall be the court of
first instance.
11. Counterparts
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This Agreement will be executed in two counterparts and come into effect on
the date of signing.
Party A: ASE (Xxxxx-Xx) Inc. [Company chop]
Representative: Xxxxx Xxxxx [Chop]
Address: Xx. 000, Xxxxx-xxx Xx., Xxxxx-Xx Xxxx, Xxx-Xxxx Xxxxxx
Party B: Xxxx Xxxxx Development & Construction Co., Ltd. [Company chop]
Representative: Xxxx Xxxxx Xxxxx [Chop]
Address: 00X, Xx. 000, Xxxxxxx Xx., Xxx. 0, Xxxxxx
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