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EXHIBIT 10.15
(Shenzhen Huaxuan Dongshan Factory)
LEASE CONTRACT FOR PREMISES
Landlord (Party A): Yinzhika Electronics (Shenzhen) Limited Company
Registered Address: Shenzhen Baoan District, Gushu Road Junction
Legal Representative: Name: Ye Xiao Hong
Title: Director
Appointed Agent: Name: Xxx Xx Xing
Title: General Manager
AND
Sichuan Province, Leshan City, Jindi Real Estate Development Company
Legal Representative Name: Pen Yuan Qing
Title: General Manager
Tenant (Party B): Shenzhen Xxx Xxxx Printing Company Limited
Registered Address: Shenzhen City, Baoan District,
Xixiang Village, Gushu Industrial Area
Legal Representative Name: Hu Xxx Xxx
Title: Director
Appointed Agent Name: Zhao Xxxx Xxxx
Title: Manager
With reference to the relevant leasing regulations and policies of Guangdong
Province and Shenzhen City, this Contract is established by the unanimous
consultations of both Parties A and B, of which the contents are as follows:
Clause 1 Party A shall rent to Party B a six-story industrial factory
building built by the two companies identified as Party A
hereabove which was entrusted by the Gushu Economic
Development Company of Xinan Town, Baoan District, Shenzhen
City under the management of Party A, and the factory building
is situate at Gushu Village, Xinan Town, Baoan District,
Shenzhen
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City (the "Rented Factory Building") and a seven-story
dormitory (the "Rented Dormitory"). The Rented Factory
Building and the Rented Dormitory are collectively referred to
as the "Rented Premises".
Construction area of the Rented Factory Building is 7,993.5
m2; construction area of the Rented Dormitory is 5,596 m2.
Facilities inside (outside) the Rented Factory Building are:
(see Schedule I of this Contract for details of the List of
Facilities of the Rented Factory)
Relevant items in the Rented Premises: (see Schedule II of
this Contract for details of the List of items in the Rented
Premises).
Party B may use the above facilities during the valid term of
the lease without charge.
Clause 2 The duration of the lease of the Rented Premises (Rental
Period) of Party B shall be three years, i.e., from
______________ 1996 to ___________.
Clause 3 Party B shall use the Rented Premises for the following
purposes:
1. As a workshop for light industrial production;
2. As a warehouse for raw materials and finished
products, but limited to the lower floor; storage of
raw materials and finished products on floors higher
than the second floor shall not exceed the loading
capacity of the Factory Building as designed;
3. As a dormitory for the employees and facilities for
staff welfare;
4. For other purposes relevant to production and
management.
When using the Rented Premises for purposes other than those
stated above, Party B shall have the written consent of Party
A and these other purposes shall not be in violation of the
law, legal regulations and government regulations on leased
premises. The designed load capacities shall not be exceeded,
and sewage disposal shall conform with the requirements of the
local environmental department.
Clause 4 Party A guarantees that the rental purposes hereabove
mentioned conform with the requirements of law, legal
regulations and government regulations.
Clause 5 Rental of the Rented Premises shall be Eleven Yuan and Eighty
Cents Renminbi (RMB11.80) per square meter per month.
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Rental of the Rented Premises shall be calculated by reference
to the construction area.
Party B shall pay Party A rent in the sum of One Hundred Sixty
Thousand Three Hundred and Fifty-Six Renminbi Yuan
(RMB160,356.0) by the tenth day of each month.
Party B shall pay rent by cheque into the bank account of
Party A:
Name of Account: Yinzhika Electronics (Shenzhen)
Company Limited.
Bank: Construction Bank of China, Shennan
Xxxxx Xx Office
Account No.: 33-26135387
Clause 6 Calculation of rent shall commence the day when Party A has
completed setting up the "three basic infrastructure items" of
supplies of the utilities of water, electricity and roads.
(Transformer is 315 KVA, water is 150T).
Clause 7 Party B agrees to pay Party A a rental guarantee within the
first week of the actual date of commencement of rent
equivalent to two months' rental, i.e., Three Hundred and
Twenty Thousand Seven Hundred and Twelve Renminbi Yuan
(RMB320,712).
Party A shall issue a receipt to Party B when it receives the
rental guarantee. Party A shall return guarantee to Party B
when the lease expires.
Clause 8 Party B agrees to pay on behalf of Party A the expenditures
for the purchase and installation of equipment and engineering
work in connection with setting up the "three basic
infrastructure items" (supplies of water, electricity and
roads) from the execution date of this Contract till the
commencement date of the lease. Such payments shall be made
by Party B at any time directly to the suppliers of the
facilities and the relevant design and construction units
according to the actually incurred expenses . The amount of
such payments shall be limited to three months' rent, and
shall be used to offset the rental of the first three months
after the commencement of the lease. Where the actual payment
is less than three months' rent, Party B shall pay Party A the
remaining amount at the appropriate time according to the
relevant provisions on payment of rental in this Contract.
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Clause 9 From the date of execution of this Contract by the two parties
till the actual commencement of lease, Party B shall, according
to the actual situation of the Rented Premises and the actual
necessity of its production and business, use the Rented
Premises reasonably and appropriately (such as storing raw
materials and products and finished products). During this
period, Party A shall not receive any other rent, and the
relevant management fees shall be offset by the interest
payable on the payments made on behalf of Party A by Party B in
Clause 8. Further within this period, Party B shall, according
to the actual situation of the Rented Premises, proceed with
installing the relevant electrical appliances and facilities
and the necessary renovation work.
Clause 10 During the valid term of this Contract, the following expenses
relevant to the Rented Premises shall be paid by Party B:
(1) Water supply fees:
(2) Electricity fees;
(3) Sanitary fees;
(4) Other expenses incurred in the process of using the premises.
Clause 11 Party B shall use the Rented Premises and its interior
(exterior) facilities normally and reasonably.
Party B shall not do any of the following acts in the Rented
Premises:
(1) Conduct illegal activities;
(2) Alter the structure of the Rented Premises without the written
consent of Party A and the approval of the relevant government
departments;
Clause 12 Party A shall not disturb or obstruct the normal and
reasonable use of the Rented Premises in accordance with this
Contract by Party B.
Clause 13 Party A shall examine and maintain the Rented Premises and the
facilities interior (exterior) every two months and shall
guarantee that the premises and the facilities interior
(exterior) are safe and normal.
Party A shall be responsible for examination and maintenance
of the following:
(1) Leakage of the surface of the building;
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(2) Building structure;
(3) Conditions of the transformers and the lifts for delivery of
goods (including all problems for which the manufacturer or
the vendor of the lifts are responsible during the guaranteed
maintenance period).
Where any damages or breakdown occur for which Party A is
responsible or which affect safe and normal usage of the
Rented Premises and the facilities interior (exterior), Party
B shall notify Party A promptly and adopt effective actions to
prevent and mitigate the damages or the effects of such
breakdown. Upon receiving Party B's notice, Party A shall
proceed with the repair promptly; where Party A refuses to
repair and thereby affects normal use of the premises, Party B
shall repair on behalf of Party A.
Repair expenses under this Clause (including those incurred by
Party B on behalf of Party A) shall be borne by Party A.
Clause 14 Other than repairs stipulated in Clause 13 which are the
responsibility of Party A or those repairs incurred by the
improper or unreasonable use by Party B, the repair or
compensation of any damage and breakdowns of the Rented
Premises and the facilities interior (exterior) shall be borne
by Party B. Party B shall reimburse Party A for the expenses
incurred in connection with the repairs and maintenance
carried out by Party A on behalf of Party B.
Clause 15 During the valid term of the lease, Party A agrees that Party
B may proceed with renovations of the premises in accordance
with reasonable and normal use.
Clause 16 During the valid term of the lease, Party B may assign and
lease the Rental Premises to third parties with the written
consent of Party A. Both parties A and B shall enter into a
separate written agreement for this purpose.
Clause 17 During the valid term of the lease, Party A shall guarantee to
Party B that where the Rented Premises has to be assigned
according to the law, Party A shall have the priority right of
purchase under the same conditions; if the assignee of the
Rented Premises is a third party other than Party B, the new
assignee shall be bound by this Contract.
Clause 18 During the valid term of the lease, this Contract shall be
terminated if any one of the following events occurs:
(1) The occurrence of any force majeure or accident such that this
Contract cannot be performed;
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(2) When the government decides to requisition the land of the
Rented Premises and the Rented Premises has to be demolished;
(3) When Party A has not followed timely the relevant essential
procedures of property leasing with the relevant government
departments resulting in an arbitrary termination of this
Contract by the relevant government departments.
Clause 19 During the valid term of the lease, this Contract may be
terminated where Party B is dissolved or its property rights
are assigned, but the assignee of the property rights of Party
B shall continue to perform this Contract. Party A shall
continue to perform its responsibilities as stipulated in this
Contract, and shall not increase the stipulated rental of the
premises or reduce the stipulated Rental Period. Where the
assignee of the property rights of Party B does not continue
to perform this Contract, the rental guarantee paid by Party B
shall be used to compensate the losses of Party A.
Clause 20 During the valid term of the lease, this Contract may be
terminated upon the unanimous agreement between Parties A
and B.
Clause 21 Party A may terminate this Contract due to the occurrence of
any one of the following situations:
(1) Party B fails to pay rental for over three months;
(2) Party B uses the Rented Premises for purposes other than those
stipulated in Clause 3 without the consent of Party A and does
not cure such use;
(3) Party B is in breach of Clause 11 of this Contract and does
not make any rectification;
(4) Party B is in breach of Clause 14 of this Contract and does
not bear responsibility for the maintenance and repair nor pay
for the maintenance and repair expenses;
(5) Party B sublets the Rented Premises to other persons without
the consent of Party A;
(6) Other reasonable causes for terminating this Contract.
Party B shall compensate Party A for any losses of Party A due
to any of the above sub-clauses (1), (2), (3), (4), and (5);
Party A shall compensate Party B for any losses to Party B due
to the above sub-clause (6).
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Clause 22 Party B may terminate this Contract due to the occurrence of
any one of the following situations:
(1) Party A delays delivery of the Rented Premises for over one
month;
(2) Party A is in breach of Clause 4 of this Contract whereby
Party B is unable to use the Rented Premises according to its
purposes;
(3) Party A is in breach of Clause 12 of this Contract and does
not make any rectification;
(4) Party A is in breach of Clause 13 of this Contract and does
not bear responsibility for the maintenance and repair nor pay
for the maintenance and repair expenses;
(5) The Rented Premises cannot be used for the purposes as
stipulated in this Contract;
(6) Due to major changes in the organization of Party B's company
or its production and operational activities resulting in
Party B having to move out from the Rented Premises;
(7) Other reasonable causes of terminating this Contract.
Party A shall compensate Party B for any losses of Party B due
to any of the above sub-clauses (1), (2), (3), (4), and (5);
Party B shall compensate Party A for any losses to Party A due
to any of the above sub-clauses (6) and (7).
Clause 23 Upon the expiry of this Contract, and if Party B needs to
continue leasing the Rented Premises, Party B shall make its
request for a continuation of the lease to Party A three
months before expiry. Party A needs to continue leasing out
the Rented Premises and Party B shall have priority of right
of rental under the same conditions.
Where Parties A and B reach agreement in connection with the
continuation of lease, another Contract shall be made.
Clause 24 Upon the expiry of this Contract, where Parties A and B have
not reached agreement on the continuation of the lease, Party
B shall move out from the Rented Premises within fifteen days
after the expiry of lease, and deliver the premises to Party
A. If Party B does not move out from and return the Rented
Premises after expiry of lease, Party B shall pay to Party A
three times the rental.
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When Party B delivers the Rented Premises, Parties A and B
shall in accordance with the lists attached in Schedule I and
II, conduct examination and delivery of the Rented Premises;
if there are any damages, Party B shall be responsible for the
repair or compensation.
The main operating system of the lifts and its main parts
shall be intact when handing over the lifts for delivery of
goods.
Clause 25 If Party B delays in making rental payment, Party B shall
immediately pay Party A a penalty sum which is equivalent to
0.003% of the unpaid rental payment due for each day of delay.
Clause 26 Any actual losses caused by either Party A or Party B to the
other party by not performing this Contract shall be
compensated by the non-performing Party.
Clause 27 The appendices to this Contract contain other matters agreed
between both Party A and Party B, and the contents of the
appendices shall have the same legal effect as this Contract.
Clause 28 For matters not covered by this Contract, both Parties A and B
can conduct consultations for supplementary agreement, and the
supplementary agreements shall have the same legal effect as
this Contract.
Clause 29 Any dispute arising from performance of this Contract by both
Parties A and B shall be resolved by mediation; where
mediation fails, the dispute shall be submitted to the
Shenzhen Arbitration Committee for arbitration.
Clause 30 This Contract has six counterparts, Party A has four sets,
Party B and the witness each have one set.
Clause 31 This Contract shall take effect upon the execution by the
legal representatives/or the appointed agents of both parties
A and B.
Party A: (chop of Yinzhika Electronics (Shenzhen) Company Limited)
Yinzhika Electronics (Shenzhen) Company Limited
Appointed Agent: Xxx You Xing
(chop of Sichuan Leshan City Jindi Real Estate Development
Company)
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Sichuan Leshan City Jindi Real Estate Development Company
Legal Representative: Peng Yuan Qing
Party B: (chop of Shenzhen Huaxuan Printing Company Limited)
Shenzhen Huaxuan Printing Company Limited
Appointed Agent: Zhao Xxxx Xxxx
Witness: Jiang Run Shen
22 December 1995
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