EXHIBIT 99.2
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 AGREEMENT (SUMMARY ENGLISH TRANSLATION)
Date: April 17, 2003
Parties:
Advanced Semiconductor Engineering Inc. ("Party A")
and
Xxxx Xxxxx Development & Construction Co., Ltd. ("Party B")
Whereas, Party A will provide the land and mandate Party B as the real estate
contractor to build an Intellectual Factory/Office Building ("Building"). Both
parties entered into a Honlai Factory Investment and Construction Contract
("Contract"). Pursuant to Article 3 of the Contract, both parties agree to enter
into this Co-Building Agreement ("Agreement") and agree as follows:
1. Target of Co-Building
Party A will provide a leased parcel of land (land register Nos. 669, 670,
671, 672, 673, 674 and 675, Sub-section 2, Hoping Section, Nantze Section),
with an area of 15,511 square meters and Party B will fund and build a
factory/office building with 10 stories above the ground and 1 story
beneath the ground and a parking building with 13 stories above the ground.
2. Responsibility of Construction
(1) Party B shall retain an architect to design the Building who shall be
responsible for applying construction licenses and building
registrations.
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Party B shall carry out the construction in accordance with the
architect's design (as approved by the regulator) and shall apply for
the approvals and licenses. Any change in the design requested by Part
A shall be made after a prior written notice to Part B, and the period
for amending construction licenses shall not be counted when
calculating the time limit for the completion of construction.
(2) Any dispute relating to construction of the Building shall be the sole
responsibility of Party B, but Party A shall provide necessary
assistances if needed.
3. Construction Costs and Expenses
(1) Unless otherwise stipulated in this Agreement, Party B shall be
responsible for the total construction costs and expenses, including
fees for retaining designer and construction management companies for
the planning, design, supervision, coordination and management,
construction costs, governmental administration fees, insurance
premium for the construction and premium for liability insurances.
(2) Any increase in the construction costs and expenses resulted from
Party A's request for change in the design shall be reimbursed by
Party A to Party B based on actual costs.
4. Allocation of Stories
(1) Party A will be allocated with the first and second story (including
public area) with an area of 21,809.67 square meters and Party B will
be allocated with the third to the tenth story (including public area)
with an area of 86,214.49 square meters. The details of allocation are
listed in the Annex 1 as attached.
(2) 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.
5. Time Limit for Completion
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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
upon by both parties, caused by change in the design, limitations under
applicable laws and regulations, force majeure or other causes attributable
to Party A.
6. Constructor
(1) The constructor as shown on the construction license shall be Party A
and Party B.
(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.
7. Tax and Expenses
Any taxes and expenses arising from the change of constructor shall be paid
by the obligor as required under the tax laws.
8. Annex
The following annexes shall be deemed as part of this Agreement and have
the same effect of this Agreement:
(1) Annex 1: list of construction materials and facilities.
(2) Annex 2: table of allocation of area.
9. Warranties
Party B shall warrant on the structure of the Building for fifteen years
starting from the delivery of the Building.
10. Penalties
In case of delay (attributably to Party B) in completing the construction
within
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the time limit, Party B shall pay to Party A 0.075% of the total construction
costs and expenses as penalties on a daily basis for each day during the period
of delay, except the delay is resulted from the following events:
(1) if Party A fails to coordinate with Party B for handling related
administrative procedures within a period mutually agreed by both parties;
(2) the change in the design requested by Party A; or
(3) force majeure, change of laws and regulations or other causes not
attributable to Party B.
11. Breach of Agreement
One party to this Agreement may, be giving a notice to the other party
which is in breach of this Agreement specifying therein a period for not
less than 30 days, request the breaching party to cure the breach and if
such party fails to do so, the former may claim for compensations for
related damages from the party in breach.
12. In the event any dispute arises in connection with this Agreement, Party A
and Party B agree that the Kaohsiung District Court shall be the court of
first instance.
13. In the event this Agreement is not complete, both parties shall handle in
good faith. Both parties may enter into separate written agreements if
necessary and such written agreements will be deemed as a part of this
Agreement.
14. This Agreement will be executed in two counterparts and come into effect
on the date of signing. Each of Party A and Party B will hold one
counterpart. In the event it is necessary to apply for approval from the
N.E.P.Z. administration, Party A and Party B shall make further copies of
this Agreement for such application purpose.
Party A: Advanced Semiconductor Engineering Inc. [Company chop]
Representative: Xxxx Xx [Signature and chop]
Address: 00, Xxxx 0xx Xx., X.X.X.X. Xxxxxx, Xxxxxxxxx
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Party B: Xxxx Xxxxx Development & Construction Co., Ltd. [Company chop]
Representative: Xxx Xx Xxxxx [Signature and chop]
Address: 00X, Xx. 000, Xxxxxxx Xx., Xxx. 0, Xxxxxx
[Annex 1 and Annex 2]
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