Plant and Facilities Lease Agreement
Exhibit
10.8
Lessor
(hereinafter referred to as Party A):Wuhan Hannstar Technology
Co.,Ltd
Lessee
(hereinafter referred to as Party B):Wuhan Diguang Electronics
Co.,Ltd
Party
A
and Party B have reached an agreement through friendly consultation to conclude
the following agreement. Party A will lease to Party B some of the plant and
facilities located at the Wuhan Economic and Technological Development Zone
for
the purpose of activities engaged by Party B for the manufacturing and sale
of
LCD related products.
Article
1. Leased Properties
| 1. |
The
Leased Properties is located at No. Te 9, Tunkon Unit, Wuhan Economic
and
Technological Development Zone (hereinafter referred to as Leased
Properties). Payment of rental is calculated on the basis of the
actual
facilities and use ratio.
|
| 2. |
The
site map and the list of facilities are attached hereto as Attachment
1 of
the Agreement.
|
Article
2. Use of the Leased Properties
| 1. |
The
Leased Properties shall be used for the manufacturing and sale of
LCD and
related products.
|
| 2. |
Party
B will not change the use of the Leased Properties without Party
A’s prior
written approval.
|
Article
3. Lease Term
The
Lease
Term will last for one year from January 1st
2008 to
December 31st 2008. Either Party A or Party B shall notify the other Party
in
written form two months prior to the expiry of the term if it does not intend
to
renew the lease.
Article
4. Rental
| 1. |
Rental
|
RMB
200,000 Yuan per month.
| 2. |
The
rental will reduce accordingly on the condition that Party B fails
to
receive orders from Party A during the Lease Term. The actual reduction
amount shall be agreed by both Party A and Party B otherwise. The
confirmation on such reduction amount shall be signed and chopped,
and
shall be attached to the Agreement as an attachment.
|
| 3. |
The
utilities and other expenses shall be paid by Party B to the owner
of the
plant and facilities, which is irrelevant to Party A.
|
Article5.
Lease payment term
| 1. |
The
rental shall by paid on a monthly basis. Payment for the rental of
the
next month shall be made by Party B to Party A through bank transfer
on
the 5th
day of each month.
|
| 2. |
Within
one month’s time upon the signing of this Agreement, Party B shall pay one
month’s rental by cheque as the deposit of the lease, together with one
month’s rental and the other lease expenses which shall be paid prior to
the execution of this Agreement. In the event that Party B is in
breach of
this Agreement and cause losses to Party A, Party A may deduct the
loss
from such deposit.
|
Article
6. Delivery of the Leased Properties
| 1. |
Upon
the execution of this Agreement and after the payment specified in
Article
5 is made, the Parties shall determine the delivery date of the Leased
Properties .
|
| 2. |
Upon
the expiry or termination of this Agreement, and if no renewal term
is
mutually agreed , except for the interior decoration and facilities
both
Parties agree to retain, Party B shall remove all its belongings
and
reinstate the properties before the expiry or termination of the
lease.
Otherwise, Party A has the right to dispose them at its discretion.
Party
A has the right to employ someone to demolish and dispose any objects
that
have not been demolished or relocated. The expenses incurred from
such
demolishment, disposal or the prolonged term shall be deducted from
the
deposit paid by Party B. If the deposit can not cover the expenses,
Party
B shall make up the balance within one month in accordance with the
quotation provided by Party A, and Party B shall not raise any objection.
|
Article
7. Maintenance
& safety management
| 1. |
The
daily maintenance to the building and original facilities shall be
arranged by Party A during the Lease
Term.
|
| 2. |
Party
B shall bear the maintenance fee and compensate for any damages of
the
Leased Properties and affiliated facilities caused by its improper
management and use.
|
| 3. |
During
the Lease Term, as to the issues of fire protection, general duties
,
public security etc., Party B shall comply with the rules and regulations
imposed by local authorities, take all the responsibilities and subject
to
the inspection and supervision of Party
A.
|
| 4. |
Party
A shall be responsible for the maintenance of the equipment resulted
from
natural aging or equipment quality problems in the normal
use.
|
| 5. |
Party
A shall, at any reasonable time, regularly or irregularly inspect
the use
and management of the Leased Properties, together with Party B, for
the
sake of public security and the avoidance of
disasters.
|
Article
8. Renewal
Party
B
will return the Leased Properties to Party A upon the expiry of this Agreement.
Party B will notify Party A in writing two months prior to the expiry of this
Agreement if Party B intends to extend the lease. Party A will reply to Party
B
in writing one month prior to the expiry of this Agreement. The Parties shall
enter into a separate agreement upon negotiation if they decide to renew the
Agreement.
Article
9. The use and limitation of the Leased Properties
| 1. |
Party
A will lease the Leased Properties to Party B in good conditions,
and
agree that Party B could change the partition structure of the Leased
Properties for the purpose of decoration without affecting the structure
safety of the Leased Properties, upon the approval of Party A and
in no
violation of the Construction Law and the fire prevention regulations
of
PRC. The change shall comply with the building public security inspection
standards. If it fails to meet such standards, Party B shall make
improvement within the time specified by the authorities. If the
Leased
Properties is fined due to the failure of improvement, Party B shall
pay
the fines and expenses until the improvement has been completed.
Upon the
expiry of the Agreement, Party B may remove the decoration provided
that
this will not damage the Leased Properties. Party B shall reinstate
the
Leased Properties. Any decorations that are not removed within the
period
specified by Party A shall be disposed of by Party A at its discretion,
to
which Party B shall raise no objection and Party B shall bear all
the
expenses.
|
| 2. |
Party
B shall obey relevant regulations of public security inspection on
buildings and rules of fire control declaration during the term of
the
lease. Party B shall correct immediately and bear related expenses
if it
violates the above rules.
|
| 3. |
Party
B shall not transfer, lend or sublease all or part of the Leased
Properties to any third party or for their use in any other way;
without
prior written approval of Party A, the affiliates of Party B shall
not use
the Leased Properties.
|
| 4. |
The
decoration, partition or wiring construction projects done by Party
B
shall comply with the relevant legal regulations and the environmental
rules stipulated by the local
legislation.
|
| 5. |
The
layout plan shall be examined and approved by Party A. Particularly
in the
high-risk use of chemicals, wiring welding, laboratory, restaurant
operation and maintenance , Party B could only enter the properties
upon
the examination and approval of Party A.
|
| 6. |
The
use of electrical equipment and dangerous and hazardous materials
should
meet the relevant legal requirement and the environmental rules stipulated
by the local legislation.
|
| 7. |
Except
for the regulation stipulated by Party A otherwise, the waste, waste
water, or waste gas produced by Party B should be disposed by Party
B in
accordance with the environment regulations of relevant
government.
|
| 8. |
Party
B should obey the covenants and regulations of the Leased Properties
which
constitute the integral part of this Agreement. For any inconsistency
between their content and this Agreement, this Agreement shall
prevail.
|
Article
10 Termination
of Agreement
Party
B
will be deemed as breach of the Agreement if one of the following event
occurs.
Pursuant
to the Article 13 of this Agreement, Party A can recover the penalties and
with
a fifteen-day written notice, Party A could terminate this Agreement and take
back the Leased Properties. Any damage to Party A thus incurred should be
compensated by Party B.
| 1. |
Sub-lease
the Leased Properties without consent
|
| 2. |
Assign,
transfer or exchange the Leased Properties without
consent.
|
| 3. |
Demolish
or modify the attached facilities or change the use purpose of the
Leased
Properties.
|
| 4. |
lease
rental overdue more than one month
|
| 5. |
Not
utilize the Leased Properties over two months without justifiable
reasons
|
| 6. |
Perform
illegal activities in the Leased
Properties.
|
| 7. |
Intentionally
damage the fixtures of the Leased Properties.
|
| 8. |
Terminate
the Agreement in advance.
|
| 9. |
Other
matters harmful to the legal rights of Party
A.
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Article
11 Modification
| 1. |
To
facilitate the use by Party B, all modification expenses, including
but
not limited to modification charges, construction costs and all related
expenses, shall be paid by Party B to Party
A.
|
| 2. |
The
modification of the Leased Properties made by Party B shall obtain
the
prior approval of Party A, and shall not change the structure and
nature
of the Leased Properties.
|
| 3. |
Upon
expiry of the Agreement and no renewal was made, Party B shall reinstate
the Leased Properties, and all expenses shall be borne by Party
B.
|
Article
12 Insurance
Party
B
is responsible for the insurance of the fire prevention. All furniture,
machineries, and other tangible assets and related belongs shall be insured
by
Party B and all the expenses incurred from such shall be borne by Party B and
Party A is not liable for any insurance.
Article
13 Liability
for breach of Agreement
| 1. |
Party
B shall comply with this Agreement and in case of any breach, Party
B
shall pay an amount equivalent to double monthly rental to Party
A as the
fine.
|
| 2. |
As
to any overdue rental, for each day overdue (overdue means later
than
every 20th day of each month), Party A has the right to receive a
fine
equivalent to 1% of the rental.
|
| 3. |
Any
loss to Party A caused by public safety accidents made by Party B
shall be
borne by Party B.
|
| 4. |
In
case of any earlier termination of the Agreement by Party A, it shall
notify Party B three months in advance and compensate for one month’s
rental and any expenses of Party B associated with that
event.
|
| 5. |
In
case of any breach of the articles to this Agreement by any one party,
another party shall notify that party to rectify within fifteen days
by
writing. If no remedial action was taken by that party, the other
party
shall notify to terminate the agreement by
writing.
|
Article
14 Force
Majeure
Any
events that are not caused by any one party, such as act of state, change in
law, strike, natural disasters, war, riots, civil war, flooding, fire, embargo,
widespread disease, epidemics announced officially or from the Health and
Hygiene organization by the legislation or other uncontrollable
factors(collectively named” Force Xxxxxxxx”), which shall result in the failure
or postpone of performing the Agreement, any party shall not bear any liability.
However, such party shall notify the other party and provide relevant
certificates within three days after such event occurs. Both Parties shall
solve
such events through friendly negotiation.
Article
15 Damage
of
the Leased Properties
| 1. |
Any
damage to the entire or part of the Leased Properties caused by
earthquakes, typhoon, flooding , war and other factors uncontrollable
which are not due to the faults of Party B, it shall notify Party
A in
writing and Party A shall immediately take remedial actions. Within
the
period that Party B cannot use the Leased Properties, Party B need
not pay
any rental. If Party A cannot finish the repairs within 30 days,
Party B
shall terminate the Agreement.
|
| 2. |
In
case that any intentional mistakes or errors are made by any users
or its
employees of Party B which results in the entire or partial damage
to the
Leased Properties, Party A shall notify Party B in writing to terminate
the Agreement and demand for
compensation.
|
Article
16 The
usage
of the utilities and interior fire protection area
|
1.
|
The
rental does not include electricity, water and gas expenses and all
utilities of Party B shall be installed by Party A. All the expenses
shall
be paid to the legal owner based on the actual usage and current
unit
prices. The above installation fee shall be borne by Party
B.
|
| 2. |
The
rental does not include any accessory expenses for the interior
decoration, that is the modification in decoration material and fire
protection facilities. Party B shall be liable for these
expenses.
|
| 3. |
The
rental does not include the maintenance fees for use of the electrical
equipments, escalators and the air-conditioning and all these shall
be
borne by Party B.
|
| 4. |
Without
the prior written consent of Party A , Party B shall not alter the
interior decoration, building infrastructure, the electrical and
mechanical system and facilities.
|
| 5. |
Without
the prior written consent of Party A , Party B shall not increase
equipment at will.
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Article
17 No-disclosure obligation
Party
B
and its employees
shall
keep confidential the information and trade secrets belonging to Party A known
to or possessed by Party B through performing this Agreement, and shall not
disclose to any third party. This provision shall survive the expiry or
termination of this Agreement. If Party B or its employees violates this
provision, Party B shall compensate Party A.
Article
18 Others
| 1. |
For
any other matters not covered by this Agreement, both Parties may
sign
supplementary agreement thorough negotiation. For any inconsistency
between this Agreement and the supplementary agreement, the supplementary
agreement shall prevail.
|
| 2. |
For
any other matters not covered by this Agreement and the supplementary
agreement, the relevant PRC laws, regulations and policies shall
be
adopted.
|
| 3. |
Failure
of either Party A or Party B to fulfill any of the provision or right
herein, shall not be deemed as the waiver of such provision or right.
|
| 4. |
This
Agreement constitutes the entire agreement between the parties, and
any
modification or revision to this Agreement shall become effective
only
after the execution of the representative of both Parties.
|
| 5. |
Either
Party A or Party B shall not transfer the rights and obligations
to any
third party without prior written approval of the other
party.
|
| 6. |
Upon
agreement of both parties, Party A will have the right to cancel
this
Agreement, and alter, modify and the Agreement without taking any
responsibility.
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Article
19 Dispute Resolution
Any
dispute arising from the execution of, or in connection with, theAgreement
will
be settled through friendly negotiation between both parties. In case the
agreement cannot be reached, any party may summit the dispute to Wuhan
arbitration committee for arbitration.
Article
20 Counterparts
| 1. |
This
Agreement is six pages and shall be executed in two copies. Each
Party
shall hold one and all the copies have the same legal force.
|
| 2. |
T
This Agreement will be effective after being signed by both
parties.
|
Attachments:
| 1. |
Site
map and the facilities list
|
| 2. |
Calculation
of Rental and other fees
|
(The
remainder of this page is intentionally left blank.)
Signature
page
Party
A:
Wuhan Hannstar Technology Co., Ltd
Address:
No.Te 9,Tunkon Unit, Wuhan economic and technical development zone
Legal
representative: (Name) Wu Shengxian
Authority
representative:
Date:
October 29, 2007 at Wuhan
Party
B:
Wuhan Diguang Electronics Co.,Ltd
Address:
No.Te 9,Tunkon Unit, Wuhan economic and technical development zone
Legal
representative: (Name)
Legal
representative (Name)
Authority
representative: Chop
Date:
October 29, 2007 at Wuhan
