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EXHIBIT 4.23
TRANSLATION
Date: July 18, 2000
To: DongGuan Houjie Town Huangguan Industrial Estate Committee
Wan Xxx Xxxx Secretary
From: Jetcrown Industrial (DongGuan)Limited
Construction Works - General Manager: Xx. Xx Xxxx Xxxxx
C.C.: Board of Directors - Jetcrown Industrial Limited
SUPPLEMENTARY AGREEMENT
At the end of last year, through the recommendation of XxxxXxxx Xxxxxx
Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxx Committee, our Company purchases a land, which
is formerly known as "Xxx Xxxx Po Garden" with an area of 117,966 square meters.
The related party of the Village agrees to assist to apply for a land use
permit. However, the application is not yet successful after several months.
Recently, Wan Xxx Xxxx, the Secretary, gave a reply to the manager of
our company, Xx. Xxx, that the land use permit should be ready before August,
2000.
In order to complete the construction work earlier, our Company had
already invested a certain sum in the area of leveling the land.
With an authorization from the board of directors of our Company,
together with the negotiations between Wan, the Secretary and Xx. Xxx, we agree
that if the related party of the Village cannot complete the land use permit
application within a reasonable time, the DongGuan Houjie Town Huangguan
Industrial Estate Committee shall compensate our Company a sum including the
deposit paid by our Company and our investment on the construction work. We set
out August 31, 2000 shall be the time limit of a reasonable time. This
supplementary agreement will become a valid legal document after signed by the
representatives of both parties.
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TRANSLATION
"RIGHT OF LAND USE" TRANSFER AGREEMENT
Party A : XxxxXxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxx Committee
Party B : Jetcrown Industrial (DongGuan) Limited
Through the sufficient negotiation of Party A and Party B and according
to the principles of fairness and mutual benefit, the Parties agree to sign the
following terms and conditions, to lay out the responsibilities of both parties
regarding the sale of land to Party B as an industrial land. Both parties will
comply with this agreement.
1. Location, time and consideration
Party A will sell the land which situates at the formerly known as Xxx
Xxxx Po Garden of Huangguan Industrial Estate Committee to Party B so as
to treat as the factory premise. Construction area is 117,978 sq.m. (The
exact area and location will be according to that of the formerly Xxx
Xxxx Po Garden of Houjie Real Property Company and Xxx Xxxx Po Company).
The period is 50 years (according to the time limit of the Land Permit),
roughly from January 1, 2000 to December 31, 2049. The consideration
involved is DOLLARS ONE HUNDRED THIRTY FIVE RENMINBI (RMB 135.00) per
square meter, the total consideration is DOLLARS FIFTEEN MILLION NINE
HUNDRED TWENTY SEVEN THOUSAND AND THIRTY RENMINBI (RMB 15,927,030.00).
2. The collection method of management fee
The management fee for industrial used land is at CENTS EIGHTY RENMINBI
(RENMINBI 0.80) per square meter. The payment will be made at once per
quarter, in other words, the Party B should pay the management fee for
the previous quarter on or before 10th of the first month of each
quarter. If Party B pay the fee after the deadline, Party A reserves the
right to charge a penalty which equals to 0.5% on the total overdue
amount. The management fee will be increased by 7% for every 5 years.
3. Responsibilities of both parties
(1) Party B will be responsible to the property on the industrial
land. Other than that, Party B will be responsible to install
the water and electricity facilities. Regarding this area, Party
A will be responsible to provide assistance and cooperation so
as-to achieve the "San Tone Yat Ping".
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(2) During running the business, Party B should ensure safe
production, running its business in a civilize manner, and he
should obey the relevant rules, regulations and policies of the
country, city and town. He should also pay the relevant tax of
the department. In addition, he should purchase insurance policy
for the factory workers. He should take the initiative to take
part of the local welfare activities.
(3) On signing the contract, Party B should pay 10% of the total
consideration, ie. DOLLARS ONE MILLION FIVE HUNDRED NINETY TWO
THOUSAND SEVEN HUNDRED AND THREE RENMINBI (RMB 1,592,703.00) to
Party A as the deposit Then Party A should arrange the sale of
the Land Permit. Party B should pay 15% of the total
consideration within 3 weeks after the sale of the Land Permit,
that is DOLLARS TWO MILLION THREE HUNDRED EIGHTY NINE THOUSAND
FIFTY FOUR AND CENTS FIFTY RENMINBI (RMB 2,389,054.50) to Party
A. The balance payment should be paid within the forthcoming
five weeks. If Party B cannot pay up the total consideration
before the due date, Party A will treat it as the termination of
contract automatically and he will repossess the land. The
amount paid by Party B before will be treated as loss
compensation and Party A will not refund it then. If Party A
cannot arrange the transfer of Land Permit, the total deposit
will be refunded to Party B. Regarding the handling charge of
transfer the Land Permit, Party B will be held fully
responsible. The related charges of the Country Land Department
will be paid by Party B directly.
(4) Within 24 months from signing the contract, Party A will not
charge management fee as this period will be treated as
construction period. The pathway along the riverside having 900
meters length and 15 meters breadth will be designed by Party A
and Party B will be responsible to pay the charges on
construction of roads, pedestrians and drainage. From January 1,
2002 to December 31, 2002, Party A will charge a yearly
management fee DOLLARS SIX HUNDRED THOUSAND RENMINBI
(RMB 600,000.00). The yearly management fee for 2003 and 2004
will be DOLLARS SIX HUNDRED SEVENTY THOUSAND RENMINBI
(RMB 670,000.00). From 2005 onwards, the management fee will be
DOLLARS ONE MILLION ONE HUNDRED FIFTY THOUSAND RENMINBI
(RMB 1,150,000.00) per year. The management fee will be
increased by 10% for every five years.
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(5) During the contract period, if Party B requires to transfer the
property right to third party, he should then inform Party A.
Party B should also sign a contract with third party which
requires third party to comply with the terms and conditions of
the original contract. They should complete all the related
procedures on transfer of contract.
(6) Upon the expiry of the contract, the relevant buildings and the
water and electricity facilities and other immovable properties
belong to Party A unconditionally.
(7) Party B can run one or more than one enterprises on the land.
Party A should help out to set up the enterprise. Party A will
delegate staff to act as the plant manager, declaration officer,
accountant and cashier etc. of each enterprise so as to assist
the enterprise to carry out the factory management. The salaries
and wages of the staff will be paid by Party B. During the
tenure period, Party B reserves the right to request Party A to
replace the staff if he finds that they are unsuitable to the
posts.
4. Others
(1) During the contract period, if the superior department wants to
take requisition of this land because of the establishment
planning needs, then the compensation for the building on the
land belongs to Party B. In addition, the compensation for the
land belongs to Party B. On the other hand, the compensation for
the "San Tone Yat Ping" etc. foundation facilities, land
management fee and the land subsidy compensation to peasants
paid by country belongs to Party A.
(2) Upon one year before the expiry of the contract, if Party B
wants to use the land continuously, he can negotiate with Party
A and apply with the Superior Country Land Department to
complete the procedures on defer the use of the land. Regarding
the charge on management fee etc, it will be determined by both
parties according to the situations at that time.
(3) During the contract period, if there is economic problem arise
due to the change in Country or Superior's policies, both
parties can solve the problems through negotiation.
(4) If there shall be anything not provided in the agreement or any
other special situations, both parties can negotiate a
supplementary at any time.
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5. This contract is made in 6 copies, it takes effect after signed by the
representatives of both parties and certified by notarization bureau.
Party A : XxxxXxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxx Committee
Representative:
Party B : Jetcrown Industrial (DongGuan) Limited
Representative:
Additional Conditions: 1. Party A should provide an authorization letter signed
and chopped from "Xxxx Xxxx Houjie Town Real Property Co." to Party B. The
letter should clearly stated the details including the location, surface area
and the consideration of the captioned industrial land and the Company
authorized Party A the right to deal with the sale of the captioned land and to
collect the consideration for the deal. Such request makes this contract more
sound in the legal aspect
Party A : XxxxXxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxx Committee
Representative : (Signed)
Party B : Jetcrown Industrial (DongGuan) Limited
Representative : (Signed)
January 3, 2000
