Land Lease Contract for the Science and Industry Park Administration
Exhibit 10.25
Liance Contract No.: CR1029
Land Lease Contract for the Science and Industry Park Administration
| Parties to this Contract: |
Lessor: Science and Industry Park Administration | (hereinafter Party A) | ||
| Lessee: UTAC (Taiwan) Corporation | (hereinafter Party B) A0283 | |||
Whereas Party B is a public institution, research institute, incubation development center, or branch of the authorities in compliance with Article IV or Article VIII of Regulations for the Management of the Science and Industry Park, it is hereby agreed that Party A shall lease land in the Science and Industry Park, as specified in Article 1 (hereinafter the Contracted Land), to Party B, under the following terms and conditions:
| Article 1 | Subject of the Contract and Rent Amount |
| Details of the Contracted Land | ||||||||||||||||||||||
| County/City |
Township | Section | Land No. | Area (sqm) | Rent (TWD, sqm\month) | Rent per Month (TWD) | Remarks | |||||||||||||||
| Hsinchu City |
Science & Technology Section |
No. 139 | 12985.11 | 50.63 | 657,436 | |||||||||||||||||
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| Total |
12985.11 | 50.63 | 657,436 | |||||||||||||||||||
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| Article 2 | The lease term of the Contract is September 1, 1995 to August 31, 2015. | |
| The lease term of the Contract cannot exceed twenty years. | ||
| At the expiration of the lease, both Parties shall sign a new Contract; otherwise the Contract will be terminated. Party B cannot propose lease continuance or an irregular lease for any reason whatsoever. | ||
| Article 3 | The purpose of the Contracted Land is limited to the construction of workshops, warehouses, laboratories, or worksites for storage and transportation, loading and unloading, packaging, repair, or assembly as required for Party B’s business. | |
| Article 4 | Party B must be a public institution, research institute, incubation development center, or branch of the authorities in compliance with Article IV or Article VIII of Regulations for the Management of the Science and Industry Park; otherwise, the Contract is invalid. | |
| Article 5 | Party B shall not sublease or lend the Contracted Land, in full or in part, to any other party, change the purpose of the Contracted Land, or use it for illegal purposes. | |
| Article 6 | When the Contract comes into effect, Party B shall pay rent to Party A on a monthly basis in the amount specified in Article 1 and according to the payment procedures specified by Party A. Business taxes incurred shall be paid separately. | |
| If Party B has started to use the Contracted Land with the consent of Party A before signing the Contract, the above rent shall be calculated from the date of use. | ||
| Article 7 | Party A may periodically adjust the rent on the Contracted Land in accordance with relevant regulations. | |
| If the rent on the Contracted Land is adjusted for reasons such as changes to the announced land price or rental rate of state-owned land determined by the Executive Council, the rent on the Contracted Land shall be automatically and proportionally adjusted from the month after the confirmation of the adjustment. Collecting or refunding rent already paid is also required during this period. | ||
| Article 8 | If Party B fails to pay rent according to the agreed term, punitive compensation shall be claimed according to the following standards: | |
| I. If payment is overdue for less than one month, additional compensation equaling to 2% of the total amount shall be paid. | ||
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| II. If payment is overdue for less than two months, additional compensation equaling to 5% of the total amount shall be paid. | ||
| III. If payment is overdue for less than three months, additional compensation equaling to 10% of the total amount shall be paid. | ||
| IV. If payment if overdue for more than three months, additional compensation equaling to 15% of the total amount shall be paid. | ||
| Article 9 | Before the construction of any building or the termination or suspension of business, Party B shall take necessary preventative and protective measures against any potential adverse impact on the environment (such as odor, noise, radiation, contamination, glare, and intense vibration) based on its business and raw chemical materials (if any). Party B must provide Party A with testing information on soil and underground water contamination for the Contracted Land, in compliance with the Law on Waste Clearing, Law on the Prevention and Control of Air Pollution, Law on the Prevention and Control of Water Pollution, Law on the Treatment of Soil and Underground Water Pollution, and other regulations on pollution prevention and control. Party B shall assume responsibility for preserving the environment on the Contracted Land. | |
| Party B shall maintain the buildings constructed by Party B on the Contracted Land and the environment in the surrounding area. | ||
| Article 10 | If Party B desires to draw underground water, Party B shall submit an application to Party A, and Party A shall report to the relevant authority on water conservancy for approval under The Water Conservancy Law. | |
| Article 11 | Party B shall perform one-time building construction in accordance with the construction plan proposed upon its application to Party A for land allocation, unless Party A has agreed to another plan in advance. | |
| If Party A agrees to phased construction under Party B’s plan, Party A may designate the location of buildings constructed in the initial phase. | ||
| Article 12 | Within three months of signing the Contract, Party B shall apply for a construction license according to The Construction Law, other relevant regulations, and the construction plan proposed upon its application for land allocation. Party B must construct the buildings according to the schedule stated in the construction plan. If, for good reason, construction cannot be completed on schedule, Party B shall apply to Party A for an extension in advance, with a limited term of six months. | |
| The buildings constructed by Party B on the Contracted Land must conform to the land use regulations for the Park. | ||
| Article 13 | For the purpose of greenery or sidewalks, the buildings constructed by Party B on the Contracted Land shall be at least ten meters from the external side of the sidewalk if the Contracted Land is adjacent to a road over thirty meters. The buildings shall be constructed at least eight meters from the external side of the sidewalk if the Contracted Land is adjacent to a road over twenty meters. The buildings shall be constructed at least six meters from the external side of sidewalk if the Contracted Land is adjacent to a road over ten meters. The buildings shall be constructed at least four meters from the land boundary if the rear and sides of the Contracted Land are not adjacent to the road. | |
| Article 14 | The buildings constructed by Party B on the Contracted Land must consist of fire-proof materials and structures, and air defense shelters shall be built according to technical construction codes. Party A will designate the placement of access roads to the construction site. Before site excavation, underground pipeline drawings shall be obtained in advance from the Administration’s construction division, and these drawings shall be attached. | |
| Article 15 | If Party B needs to excavate roads, water drainage (supply) pipelines, or other public facilities in the Park for the purpose of building construction on the Contracted Land, Party B shall apply for advance approval from Party A, pay a facilities recovery guarantee, and assume responsibility for returning the site to its original state after construction is completed. If Party B fails, Party A is entitled to retain the guarantee paid by Party B. | |
| If Party B requires the modification or addition of above-ground or underground public facilities on the Contracted Land, Party B shall apply for Party A’s approval in advance and adhere to Party A’s decision. All cost incurred will be borne by Party B. | ||
| Article 16 | Party B must properly maintain above-ground or underground public facilities on the Contracted Land; in case of any damage, Party B is responsible for repairs and compensating Party A for the damage. | |
| Article 17 | Buildings constructed by Party B on the Contracted Land shall be limited to those built for its business needs and approved purposes. Party B shall construct buildings only for its own use, not for subleasing or other purposes. | |
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| Article 18 | If Party B proposes to sublease, lend, or transfer its buildings constructed on the Contracted Land to others, Party B must request consent from Party A in advance. The transferee can only be a business approved for operation within the Park. | |
| When lending or transferring according to these regulations, the rental rate and price of transfer must be approved by Party A. Upon transfer, Party A shall be granted purchasing priority under equal conditions in accordance with Article 104 of The Land Law. | ||
| Article 19 | Party A may terminate the Contract at any time after giving notice to Party B, and withdraw the Contracted Land without refunding the rent in any of the following conditions: | |
| I. Party B is no longer certified for operation or service provision in the Park, or is ordered to move out of the Park by Party A under relevant laws. | ||
| II. Party B violates Articles 3, 9, 11, 13, 14, 15, or 16, and fails to rectify the violation within the time limit specified by Party A in a written notice. | ||
| III. Party B has delayed the payment of rent, with payments more than two years overdue. | ||
| IV. Party B fails to apply for a construction license within three months of signing the Contract, fails to supplement the application within the limit specified by Party A in writing, or fails to meet the application requirements and correct the application within the limit specified by Party A. | ||
| V. Party B fails to complete construction according to the schedule under Article 12, or fails to complete construction within the extended term approved by Party A. | ||
| VI. Party B violates Article 17 or Article 18. | ||
| Article 20 | Party B is responsible for returning the land to its original state and the Contract is invalid if any construction in progress or landform conditions changed the Contracted Land. If changes resulting from on-going construction or landform changes have no impact on others, Party B may be relieved of this responsibility with Party A’s consent. | |
| Party B shall transfer the buildings on the Contracted Land under the Article 18 within six months of the end of the lease term or the termination of the Contract. Prior to the transfer, Party B shall pay monthly compensation to Party A in the amount of the originally-agreed rent. | ||
| Party B is responsible for compensating Party A for any losses due to late transfers, and it shall not reject Party A’s acquisition of the buildings on the Contracted Land according to Measures for the Acquisition of Plants and Relevant Buildings within the Science and Industry Park. | ||
| Article 21 | This Contract will come into effect once it is signed by both parties. If Party B has started to use the Contracted Land before signing the Contract with Party A’s approval, the Contract will have come into effect from the date of use. | |
| Article 22 | If the Contract is involved in any lawsuit, the law of the Republic of China shall apply. The local court in Hsinchu City, Taiwan, is the primary court of jurisdiction. | |
| Article 23 | This Contract is made in duplicate, and one copy each is held by Party A and Party B. | |
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| Parties to the Contract: | ||||||||
| Party A: Science and Industry Park Administration | ||||||||
| Representative: | /s/ ▇▇▇▇▇ Derui | [seal affixed] | ||||||
| Address: ▇▇. ▇ ▇▇▇’▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ | ||||||||
| Party B: UTAC (Taiwan) Corporation | ||||||||
| Representative: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | [seal affixed] | ||||||
| Address: No. 2 Lixing Third Road, Hsinchu City | ||||||||
| Joint Guarantor for Party B: Cai Zongzhe | ||||||||
| Joint Guarantor ID Number: D100252688 | ||||||||
Modified: March 22, 2007
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