Exhibit 4.8
EXECUTION COPY
LEASE CONTRACT
This CONTRACT is made on May 7, 2004
BETWEEN:
(1) Dongguan Changan County Changshi Development Company, having its registered
address at the 11th Floor, Changan Group Building, Changan County, Dongguan
City, Guangdong Province, the People's Republic of China and whose legal
representative is Xxx Xxxxx Hui (hereinafter referred to as "Party A");
(2) Xxxxxxxx Limited, a company having its registered address at the 14th
Floor, QPL Industrial Building, 138 Texaco Road, Tsuen Wan, New
Territories, Hong Kong and whose authorised representative is Xxxxxx Xxxxx
(hereinafter referred to as "Party B"); and
(3) Dongguan Changan Leyiwen Semin-Conductor Testing Factory, having its
registered address at Xxxxxx Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxxxxxx
Xxxx, Xxxxxxxxx Xxxxxxxx, the People's Republic of China ("PRC") and whose
representative is Cai Xxx Xxxxx (hereinafter referred to as "Factory").
WHEREAS:
(A) Factory is the holder of the land use rights to certain legally obtained
industrial-use land with a total area of 43,800 m2 in Dongguan (the
"Construction Land"). Party A as the parent of Factory intends to invest and
build on the Construction Land a plant, other associated building and
manufacturing facilities including dormitories and related annexes, power cable,
external water supply and drainage systems and other ancillary infrastructure
(collectively, the "Factory Facilities") all to be leased to Party B and, upon
the establishment of a wholly foreign-owned enterprise (the "WFOE") in Changan
County, Dongguan City by Party B's fellow subsidiary ASAT (Caymen) Limited. to
engage in the business of semiconductor assembly and testing, to the WFOE.
(B) Party A and Party B have entered into a Piling Contract on 15 July 2003
("Piling Contract") whereby Party A agreed to undertake and complete land
reclamation, piling system design and drilling works on the Construction Land.
(C) Party A and Party B will enter into a Management Services Agreement whereby
Party A will provide management services to Party B in respect of the Factory
Facilities ("Management Agreement").
(D) Factory has agreed to enter into this Contract to signify its consent to and
acknowledgment of the terms of this Contract.
Through friendly negotiations and in consideration of the mutual benefits, the
parties agree the terms and conditions as follows:
ARTICLE 1
1. LEASE OF PROPERTY
1.1 According to the approval from the Dongguan State-owned Land Administration
Bureau (Reference No. 344 of 2002) and the State Owned Land Use Right
Certificate (No. Dong Fu Xxx Xxxx (2003) Zi No. Te269), Factory is the
owner of the land use right of the Construction Land. Factory has obtained
Land Construction Planning Permit (Reference No. 2003-13-00035) from
Dongguan City Construction and Planning Bureau for the construction of the
Factory Facilities. With Factory's permission which is hereby given, Party
A will invest and construct the Factory Facilities on the Construction Land
according to design drawings agreed upon by the Parties and approved by the
department in charge of the construction and planning authorities. Party A
shall bear all the costs and expenses (relating to the design, the
construction and all other expenses and costs) so as to make the Factory
Facilities being fully available to Party B as contemplated in this
Contract. Details of the Factory Facilities are set out in Appendix I
hereto and the blueprint of the Factory Facilities is set out in Appendix
IA hereto. Any dispute arising out of or relating to the construction shall
be construed in accordance with the design drawings agreed upon by the
Parties and approved by the construction and planning authorities. Party A
agrees that upon the establishment of the WFOE, Party B may assign its
rights and obligations under this Contract to the WFOE and shall procure
the WFOE to assume all its rights and obligations hereunder and Party A
shall accept the WFOE as the lessee under this Contract in the place of
Party B. All references in this Contract to Party B shall unless provided
otherwise be references to the WFOE after the establishment of the WFOE.
After obtaining its business license, the WFOE shall issue a confirmation
letter to Party A to acknowledge and assume the place of Party B to this
Contract. On the date of the confirmation letter, all rights and
obligations of Party B hereunder shall be assumed by the WFOE effectively.
1.2 Party A shall construct the Factory Facilities from the date of this
Contract and shall complete the construction before 31 October 2004 (except
the ancillary infrastructure under 5(C) of Appendix I to this Contract
which should be completed by Handover Date) (the "Date of Completion").
During the construction period, Party B shall have the right to inspect the
construction site and suggest for alteration to the design or construction,
subject to the approval from the department in charge of the construction
and planning authorities. If Party A accepts the proposed changes from
Party B and the cost of construction increases as a result, the additional
costs shall be borne by Party B. The Date of Completion may be postponed
until such time as reasonably agreed upon by the Parties to the extent that
the delay is caused by amendments to design drawings and/or other
construction requirements proposed by Party B. Within three months of the
Date of Completion (or such other period as may be agreed by Party B in
writing) Party A shall apply to conduct completion acceptance inspection
for the Factory Facilities, obtain the Real Property Ownership Certificate
for Factory Facilities, arrange for leasehold-related registrations (the
"Registration Completion Date").
1.3 After the Registration Completion Date, Party A must use its best endeavors
to assist Party B's fellow subsidiary in obtaining all necessary approvals,
Certificate of Approval
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and Business License for the WFOE and other fire prevention, environmental
protection and legal approvals related to the semi-conductor industry, so
that after the completion of the construction of the Factory Facilities,
Party B can nominate its contractor to do renovation work for the
production of the WFOE.
1.4 After the Date of Completion, Party A shall allow Party B or the contractor
nominated by Party B to conduct renovation work on the Factory Facilities
according the designed standard of Party B ("Detailed Renovation"). The
Detailed Renovation period shall be 8 months commencing from the Date of
Completion ("Detailed Renovation Completion Date"). Within 30 days after
the Detailed Renovation Completion Date, Party A will assist Party B or the
contractor nominated by Party B in obtaining the completion acceptance
inspection certificate relating to the constructions quality, fire
prevention and environmental compliance for all installed interior and
exterior facilities and fixtures and all other governmental and relevant
departmental approvals, permits or consents and hand over the Factory
Facilities to Party B within 30 days after the Detailed Renovation
Completion Date ("Handover Date"). Party A agrees that Party B can conduct
machinery connections, installations, dry-runs, testing and other
preparation (the "Preparation") for a period of 1 month after the Handover
Date. During the period of Detailed Renovation by the contractor nominated
by Party B and Preparation, Party A shall not charge any rent. The
obligation of Party B to pay rent starts from the first day after the
Preparation ("Commencement Date").
1.5 If Party A fails to complete the construction of the Factory Facilities and
obtain the Certificate of Real Property Ownership or fulfill other
obligations in Articles 1.1 to 1.4 and 4.1 herein, then Party B shall have
the right to extend any of the Date of Completion, Registration Completion
Date or Handover Date, with the extension period not more than 2 months. If
after 2 months, Party A still fails to fulfill obligations in Articles 1.1
to 1.4 and 4.1 herein, then Party B shall have the right not to lease the
Factory Facilities, and demand repayment of the Deposit (see Article 1.6
herein) already paid to Party A and claim indemnity from Party A for
damages suffered by Party B from Party A's failure of fulfilling the
obligations under this Contract.
1.6 Party B, as a sign of sincerity, shall make the following payments as
rental deposit (the "Deposit") to Party A:
(1) HK$ 5,500,000 upon signing of this Contract;
(2) HK$5,500,000 upon completion of the 1st floor of the factory building
of the Factory Facilities;
(3) HK$4,000,000 upon completion of the 2nd floor of the factory building
of the Factory Facilities; and
(4) HK$4,000,000 upon completion of the 3rd floor of the factory building
of the Factory Facilities.
Each of the payments described at items (2) to (4) above is conditional
upon Party A obtaining a confirmation letter issued by one of the executive
directors of Party B,
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confirming the relevant completion in accordance with the design pre-agreed
by Party A and Party B and satisfaction to the quality of the construction.
The amount of Deposit so paid, together with the sum of HK$2,000,000 paid
by Party B to Party A on January 6, 2004 under the Piling Contract shall be
applied towards the rental payments as stated in Article 2.2 and the
management fee under Article 2.1 of the Management Contract entered into by
Party A and Party B on the same date as the date hereof commencing with the
first rental payment and management fee and shall continue until the
aggregate of the paid Deposit and the HK$2,000,000 is so fully applied.
Party A and Party B agree that the balance of the payment of HK$8,000,000
under the Piling Contract will be substituted by the above payments. Upon
the signing of this Contract, Party B shall be absolutely discharged of his
obligation to make any payment to Party A under the Piling Contract.
ARTICLE 2
2. LEASE TERM AND RENTAL PAYMENT
2.1 Except as otherwise provided in this Contract, Party B agrees to lease the
Factory Facilities and the land-use right to the Construction Land for a
term of 15 years commencing on the Commencement Date (the "Lease"). The
Lease may be extended pursuant to Article 2.3 of this Contract. Unless
otherwise indicated, the term "Lease Term" used in this Contract shall mean
the Lease and an extension thereof.
2.2 Party B agrees to lease the Factory Facilities and the land-use right and
pay rental payments calculated as follows:
First to Sixth rental years: HK$1,400,000 per month (exclusive of any tax,
due and management fee).
Seventh to Fifteen rental years: HK$700,000 (inclusive of the land use
right fee of HK$192,000, management fee for the WFOE's foreign employees of
HK$120,000 and rental tax of HK$50,000) per month
The first rental year means a period of 12 months beginning from the
Commencement Date. Each of the subsequent rental year means a period of 12
months beginning from the next day after the completion of last rental
year.
2.3 If Party B intends to renew the Lease, Party B shall notify Party A in
writing three months in advance of the expiry of the Lease. Under the same
terms and conditions, Party B has the priority to renew the Lease at the
then commercially reasonable rate. Rental payments for the renewal period
shall be negotiated and mutually agreed by the Parties.
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2.4 After deducting the full amount of the Deposit as stated in Article 1.6,
Party B shall pay the full monthly rental payment as specified in Article
2.2 above for the previous month within ten working days of the beginning
of each month to a bank account specified by Party A. Party A shall issue a
receipt for the same account paid. If Party B fails to pay the rental
payment on time and fails to cure the breach within 30 days of the receipt
of a written notice from Party A and in the absence of any breach by Party
A, Party B shall pay Party A a penalty in the amount of 0.1% of the unpaid
rent everyday from the date after the due date until the date of actual
payment. If Party B fails to pay rent for more than three months in the
absence of any breach by Party A, and has not cured the breach within 30
days of the receipt of a written notice by Party A, Party B shall be deemed
to have committed a fundamental breach under this Contract and Party A has
the right to terminate this Contract and claim for damages in accordance
with Article 7 of this Contract.
2.5 During the Lease Term, Party B shall have an option and a right of first
refusal to purchase (collectively, the "Right to Purchase") the Factory
Facilities and the land-use right of the Construction Land beginning from
31 October 2008, including related insurance proceeds, if applicable . If
Party B exercises the Right to Purchase before 31 July 2011, Party B shall
pay to Party A the purchase price on a specific exercise date as set forth
in Appendix II to this Contract. If Party B exercises the Right to Purchase
after 31 July 2011, the purchase price shall be determined by the Parties
based on the then fair market value of the Factory Facilities and the
land-use right of the Construction Land. If Party B exercises the Right to
Purchase on a date that is not an "Exercise Date" as specified in Appendix
II, then the monthly rent payable for the month which the Right to Purchase
is exercised shall be reduced pro rata.
2.6 Within the first 6 years of the Lease, Party A shall not transfer or
mortgage the Factory Facilities or the land-use right of the Construction
Land to any independent third party. Beginning from the seventh year of the
Lease Term Party A may transfer the Factory Facilities and the land-use
right to the Construction Land to a third party. However, Party A shall
notify Party B 30 days before Party A reaches a definitive Contract with
the third party. During this 30 days period, Party B shall have the right
to exercise its Right to Purchase pursuant to Article 2.5 herein. If Party
B does not respond to the notice in writing, it is deemed that Party B has
given up the Right to Purchase, Party A may transfer the Factory Facilities
and the land-use right to the Construction Land to a third party provided,
however, that Party A shall procure that the assignee shall assume in
writing all the obligations of Party A under this Contract.
2.7 Party A and Party B agree that beginning from the seventh year of the Lease
Term Party A may mortgage the Factory Facilities and the land-use right to
the Construction Land to a third party. However, Party A shall notify Party
B 30 days before Party A reaches a definitive Contract with the third
party. During this 30 days period, Party B shall have the right to exercise
its Right to Purchase pursuant to Article 2.5 herein. If Party B does not
respond to the notice in writing, it is deemed that Party B has given up
the Right to Purchase, Party A may mortgage the Factory Facilities and the
land-use right to the Construction Land to a third party. Party A has
agreed that when the third party decides to realize its right as a
mortgagee, Party A shall agree with the third party mortgagee to
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grant Party B the right of first refusal to purchase the Factory Facilities
and the land-use right of the Construction Land.
2.8 During the Lease Term, Party B or the WFOE shall have the right, with the
consent of Party A (which consent shall not be unreasonably withheld,
conditioned or delayed where the proposed transforee is capable to
undertake the obligations under this Contract), to sublet the Factory
Facilities and the land use right of the Construction Land or assign its
rights and delegate its obligations under this Contract to any of its
affiliates or third party. Party B shall procure that such affiliates or
the third party shall assume in writing all obligations of Party B under
this Contract.
2.9 Party A acknowledges and agrees that rental payments provided in this
Contract, which shall be paid by Party B, are inclusive of all charges,
fees, taxes, or similar items of whatever kind levied on or with respect to
the lease of Factory Facilities and the land use right of the Construction
Land.
ARTICLE 3
3. REPRESENTATIONS AND UNDERTAKINGS
3.1 Party A hereby represents and undertakes as follows:
(A) Party A is a company legally incorporated in Dongguan City, Guangdong
Province, the PRC. It has complete right and power to carry out its
business activities in accordance with its business registration
certificate, memorandum and articles of association or other
constitutional documents.
(B) Party A has complete corporate power to enter into this Contract and
perform the obligations under this Contract.
(C) The representative of Party A signing this Contract is authorized to
execute this Contract in accordance with the memorandum and articles
of association and/or other constitutional documents of Party A and
this Contract binds Party A.
(D) By entering this Contract, Party A has not violated any laws or
regulations or any obligations of Party A pursuant to any existing
contracts or Contracts to which Party A is a party or any other
obligations of Party A to any third party.
(E) Party A shall apply or assist Party B in applying for all governmental
approvals, permits or consents relating to the purchase of the
land-use right of the Construction Land, the construction of the
Factory Facilities (see Article 1.3 of this Contract) and the
leasehold contemplated in this Contract and shall maintain the
validity of all such approvals, permits or consents during the Lease
Term.
(F) On Party B' s paying the rental payments as provided herein, Party A
shall ensure Party B's peaceful and quiet enjoyment of the Factory
Facilities and the land-use
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right during the Lease Term as provided herein, without hindrance or
eviction by Party A, Party A's affiliates or any other person. Party A
covenants that it shall defend (at its sole cost and expense) any
adverse claims of title, right or infringement that may be asserted by
any person relating to the land use right of the Construction Land and
the Factory Facilities that interfere with Party B's right to peaceful
and quiet enjoyment thereof.
(G) Party A shall strictly implement the terms of, and perform its other
obligations, under this Contract.
(H) Party A shall procure Factory strictly implement the terms of, and
perform its other obligations, under this Contract.
3.2 Party B hereby undertakes and warrants as follows:
(A) Party B is a company incorporated in the Hong Kong Special
Administrative Region, the PRC. Party B has the right and power to
carry out its business in accordance with its business registration
certificate, its memorandum and articles of association or other
constitutional document.
(B) Party B has complete corporate power to enter into this Contract and
to perform its obligations under this Contract.
(C) The representative of Party B signing this Contract is authorized to
execute this Contract in accordance with the memorandum and articles
of association and/or other constitutional documents of Party B and
this Contract binds Party B.
(D) Party B shall strictly implement the terms of, and perform its other
obligations, under this Contract.
3.3 Factory hereby represents and undertakes as follows:
(A) Factory is a non-independent legal entity incorporated in Dongguan
City, Guangdong Province, the PRC. It has right and power to carry out
its business activities in accordance with its business registration
certificate.
(B) Factory has authorization to enter into this Contract and perform the
obligations under this Contract.
(C) The representative of Factory signing this Contract is authorized to
execute this Contract and this Contract binds Factory.
(D) By entering this Contract, Factory has not violated any laws or
regulations or any obligations of Factory pursuant to any existing
contracts or Contracts to which Factory is a party or any other
obligations of Factory to any third party.
(E) Factory shall procure Party A to apply or assist Party A in applying
for all governmental approvals, permits or consents relating to the
construction of the
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Factory Facilities (see Article 1.3 of this Contract) and the
leasehold contemplated in this Contract and shall maintain the
validity of all such approvals, permits or consents during the Lease
Term.
ARTICLE 4
4. REQUIREMENTS FOR FACTORY FACILITIES AND RENOVATION
4.1 Party A shall construct the Factory Facilities according to the design
drawings agreed by Party A and Party B approved by the relevant
construction and zoning authorities. If the Factory Facilities do not
conform to the requirements of the design drawings or fail to pass the
completion acceptance certificate, Party A shall be responsible for
remedial work at its own expense.
4.2 Party B shall nominate a contractor to do renovation works to the Factory
Facilities. If the Renovation fails to satisfy the engineering,
technological or environmental compliance-related requirements as certified
by an Executive Director of Party B, Party A shall assist in the for
remedial work at the contractor's expense.
4.3 During the Lease Term, if Party B intends to make any structural alteration
to the Factory Facilities to meet Party B's requirements of processing
production operations,. including modification, expansion or improvement of
the Factory Facilities, it shall notify Party A in writing of its plan. The
plan shall be agreed by Party A and approved by the relevant construction
and planning authorities. Upon such approval, Party A shall assist Party B
in obtaining and maintaining all necessary approvals, permits and consents
from relevant governmental or regulatory departments relating to such
structural alteration and assist Party B in seeking qualified contractors
in the design and construction of the structural alteration. The cost for
such alteration shall be borne by Party B.
4.4 Upon expiry of the Lease term, Party B shall not dismantle the fixtures
provided by Party A in the Factory Facilities. Manufacturing equipment or
movable fixed assets can be dismantled. Party B shall ensure that the
dismantling will not alter the basic structure of the Factory Facilities or
endanger the safety of the Factory Facilities.
ARTICLE 5
5. INSURANCE
5.1 Party A shall, after consultation with Party B, obtain and maintain at all
times for six years beginning from the Handover Date full and adequate
insurance for the Factory Facilities. Party A shall consult with Party B on
matters relating to the purchase and maintenance of such insurance and
provide Party B with certificates of insurance evidencing the insurance
from time to time requested by Party B. If Party A fails to procure or
maintain the insurance provided in this Article 5.1, Party B shall have the
right, but not the obligation, to procure such insurance at Party A's cost.
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5.2 Party B shall at its own cost obtain and maintain from the Date of
Completion full and adequate insurance for the renovation of the Factory
Facilities and all the machinery and equipment provided by Party B in the
Factory Facilities.
5.3 In the event that part or all of the Factory Facilities have been damaged,
Party A shall use the related insurance proceeds and additional funds (if
the proceeds are not sufficient) to repair the Factory Facilities to the
satisfaction of party B within a reasonable time frame to be agreed upon by
the parties. If Party A fails to repair the Factory Facilities within the
agreed time frame, Party B shall have the right to terminate this Contract
without any further liability to Party A; however, if the damages were
caused by the gross negligence or willful misconduct of Party B, then Party
A shall have the right to request that Party B reimburses it in an amount
equal to such additional funds expensed by Party A.
ARTICLE 6
6. MAINTENANCE
6.1 During the Lease Term, Party A shall assist Party B to keep the Factory
Facilities leased under this Contract in good repair, including ensuring
normal operation of all facilities and equipment relating to water supply
and sewerage, electricity supply and telecommunication within and
surrounding the Factory Facilities necessary for the Party B to conduct
commercial production. Party B shall be responsible at its own cost for the
maintenance of the Factory Facilities.
6.2 During the Lease Term, Party A shall assist Party B to maintain and repair
the Factory Facilities, machinery and equipment provided by Party B. The
cost shall be borne by Party B.
ARTICLE 7
7. LIABILITY IN EVENT OF BREACH
7.1 If either Party breaches the representations and undertakings set forth in
Article 3 of this Contract violates any other material terms of this
Contract and fails to cure the breach after written notice from the other
party, the breaching Party shall compensate the other Party for all losses
arising therefrom. If Party B breaches the terms of this Contract
fundamentally (see Article 2.4 of this Contract) or unilaterally decides
not to complete the 15 year Lease in the absence of Party A's fault, Party
B may, within 60 days of the receipt of a written notice from Party A,
procure a tenant for the Factory Facilities, which shall assume all rights
and obligations of Party B under this Contract, failing which, Party B
shall compensate Party A for all losses caused by Party B, including the
rental payments for the remainder of the 15-year Lease.
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ARTICLE 8
8. FORCE MAJEURE
8.1 "Force Majeure" shall mean events which are beyond the control of the
Parties and not attributable to the negligence or willful conduct of a
Party, and which are unforeseen, unavoidable or insurmountable, and which
arise after this Contract becomes effective, and which prevent total or
partial performance by either Party. Such events shall include earthquakes,
typhoons, flood, natural fire, war, epidemics or any other events which
cannot be foreseen, prevented or controlled, including events which are
accepted as force majeure in general international commercial practice.
The party who fails to perform all or any terms of this Contract due to
Force Majeure shall notify the other Party in writing immediately. Within
15 days of claiming a Force Majeure event, it shall give the details of
such Force Majeure event and its effect with supporting documentation. All
parties shall negotiate in good faith and reach a decision as to whether to
terminate this Contract waive part of the obligations under this Contract
to delay the performance of obligations under this Contract, depending on
the extent of effect caused by the Force Majeure event.
ARTICLE 9
9. AMENDMENTS AND TERMINATION
9.1 Upon occurrence of any of the following events, this Contract can be
amended or terminated:
(A) "Force Majeure" events, which render it impossible for all or any
terms of this Contract to be performed (see Article 8 of this
Contract) and the Parties agree in writing to terminate this Contract;
or
(B) When Party B exercises its Right to Purchase pursuant to Article 2.5
of this Contract.
9.2 Party A may terminate this Contract if:
(A) Party B breaches its representations and the Undertakings in Articles
3.2(A) to (D) of this Contract and has not cured the breach within 30
days of receiving a written notice from Party A; or
(B) Party B fails to pay rent for more than three months in the absence of
any fault of Party A and has not cured the breach within 30 days of
receiving a written notice from Party A.
9.3 Party B may terminate this Contract if:
(A) During the Lease Term Party A fails to maintain valid, all necessary
governmental and regulatory approvals, permits and consents as
provided in
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Articles 1.1 to 1.3 of this Contract and has not cured the breach
within 30 days of receiving a written notice from Party B; or
(B) Party A breaches any of the representations and undertakings of Party
A in Articles 3.1(A) to (H) or Party A's obligations herein and such
breach has not been cured within 30 days of receiving a written notice
by Party B.
9.4 For the avoidance of doubt, Party B shall be at all times have title to all
equipment, machinery, spare parts and any other fixtures, both immovable
and moveable, placed at or upon the Factory Facilities, products in stock,
raw materials and all related documents and files ("Party B's Properties").
Movable assets in Party B's Property shall be returned by Party A to Party
B upon the termination of this Contract except for Article 9.1(B).
ARTICLE 10
10. GOVERNING LAW AND ARBITRATION
10.1 The validity, interpretation and all disputes arising from this Contract
shall be governed by the laws of the PRC.
10.2 Any disputes in connection with this Contract shall be settled through
friendly negotiations. If within 60 days of the receipt of a written notice
to negotiate by one Party, no settlement is reached, either party may
submit the dispute to the Shenzhen Sub-Commission of China International
Economic and Trade Arbitration Commission ("CIETAC") for arbitration. The
arbitration shall be conducted in Chinese and in accordance with rules of
the procedures then in effect at CIETAC. An arbitration award by CIETAC
shall be final and binding upon all parties. During the course of
arbitration, all parties shall continue to perform those terms and
conditions of this Contact unaffected by the dispute.
ARTICLE 11
11. OTHER TERMS AND CONDITIONS
11.1 If any or part of the provisions of this Contract is illegal, invalid or
not enforceable, the legality, validity and enforceability of the remaining
provisions of this Contract shall not be affected in any way.
11.2 No rights or obligations can be transferred and no amendments can be made
to this Contract without all parties' written consent. This Contact binds
the parties' respective successors and assigns.
11.3 Party B shall have the right to set-off claims Party B may have over Party
A from time to time arising from Party A's obligations provided herein from
amounts otherwise payable to Party A.
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11.4 This Contract shall come into force on the day of signing by the authorized
representatives of Party A and Party B and Factory and the affixation of
the official chop of all Parties.
11.5 This Contact was drafted in Chinese and executed in six counterparts, with
Party A and Party B and Factory each holding two copies. These copies shall
have the same legal effect.
11.6 Appendices hereinafter form an integral part of this Contract and have
equal legal effect as the main body of this Contact. This Contract
constitutes the entire understanding between the parties regarding the
subject matter and supersedes all previous discussions, negotiations,
letters of intent, Contracts or any drafts of any other legal documents.
11.7 Any notice or written communication provided for in this Contact by either
Part to the others shall be made by facsimile or by courier services. All
notices and communications shall be sent to the addresses set forth at the
beginning of this Contact until the same is changed by notice given in
writing to the other parties.
11.8 If there is any conflict between the provisions of this Contract and those
of the Management Contract relating to the same subject matter, this
Contract shall prevail.
Party A:
Company Name DONGGUAN CHANGAN COUNTY
CHANGSHI DEVELOPMENT
COMPANY
By /s/ Xxx Xxxxx Hui
-------------------------
Name:
Title:
--------------------------------------
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Party B:
Company Name XXXXXXXX LIMITED
By /s/ Xxxxxx X. Xxxxx
-------------------------
Name:
Title:
--------------------------------------
13
Factory:
Company Name DONGGUAN CHANGAN
LEYIWEN SEMIN-CONDUCTOR
TESTING FACTORY
By /s/ Cai Xxx Xxxxx
-------------------------
Name:
Title:
--------------------------------------
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Appendix I
Particulars of the Factory Facilities
1. One block of factory building (including manufacturing plant, office tower
and energy center), consisting of 3 floors, with a total construction area of
49,356 square meters;
2. Two blocks of 6-story dormitory with a total construction area of 17,866
square meters, and the related annexes (including water storage tanks on roof,
sewage facilities and hot water system including diesel storage tank system);
3. A dedicated power supply lines with two feeders of 20,000 KVA directly to the
Factory Facilities
4. All external water supply and drainage systems
5. Ancillary infrastructure
(A) overhead bridge connecting Phase I and Phase II with a total
construction area of 417 square meters;
(B) fence wall for Phase II;
(C) road construction around the perimeters of Factory and Dormitory.
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Appendix IA
Blueprint of the Factory Facilities
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Appendix II
Exercise Date and Fair Market Value
--------------------------------------------------------------------------------
Exercise Date: 2008.10.31 2009.1.31 2009.4.30 2009.7.31
--------------------------------------------------------------------------------
Fair Market Value (HK$): 60,000,000 59,245,000 58,509,000 57,783,000
--------------------------------------------------------------------------------
Exercise Date: 2009.10.31 2010.1.31 2010.4.30 2010.7.31
--------------------------------------------------------------------------------
Fair Market Value (HK$): 57,066,000 56,368,000 55,642,000 55,009,000
--------------------------------------------------------------------------------
Exercise Date: 2010.10.31 2011.1.31 2011.4.30 2011.7.31
--------------------------------------------------------------------------------
Fair Market Value (HK$): 54,340,000 53,689,000 53,038,000 52,406,000
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Notes: (1) If the actual exercise date (the "Actual Exercise Date") does not
fall on an anticipated exercise date as set forth above (the "Anticipated
Exercise Date"), the exercise price on the Actual Exercise Date shall be the
Fair Market Value as set forth for the Anticipated Exercise Date, pro-rated by
taking into account the number of days that have elapsed between the Anticipated
Exercise and the Actual Exercise Date.
(2) If the Commencement Date begins after 1 September 2005, Party B shall pay
additional rent to Party A as calculated as follows:
Additional rent to be paid by Party B = rental payment payable between 1
September 2005 and the Actual Exercise Date - rental payment paid between the
Commencement Date and the Actual Exercise Date
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