EXHIBIT 4.12
TRANSLATION
TENANCY AGREEMENT
Lessor (Party A) : Shekou District ▇▇ ▇▇▇ Shareholding Co. Ltd.
Address : ▇-▇/▇., ▇▇. ▇▇ ▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
"Leased Property Permit": Certificate of Lease of Property of Shenzhen
No. D10754
Representative :
Address :
Lessee (Party B) : Jetcrown Industrial (Shenzhen) Limited
Address :
Business Registration No. or Identity Card No. :
According to "Shenzhen Special Economic Zone Leased Property
Ordinance" and its executing regulations, and through the sufficient
negotiation of Party A and Party B, they signed this contract.
The contents of the contract are as follows:
1. Party A owns and leases the property situate at 1/F-5/F., of
Block F, Wing Village Industrial Estate, ▇▇▇ ▇▇▇▇ District,
Shenzhen (five floors in total) to Party B. The construction
area is 5,442.00 square meters in total.
2. The rental period for the said property is five years,
starting from 1 January 2003 to 31 December 2007.
3. Party B can use the property for industrial purpose. In case
Party B use the property for the other purpose, the approval
of Party A should be sought. And Party B should complete all
the reporting and approval procedures in respect of the change
of property use according to the relevant legal regulations.
And such change should be comply with the relevant fire
prevention and security regulations of the country.
4. Party A should make sure the usage of the property as
mentioned in Term 3 above complies with the relevant rules and
regulations. On the other hand, Party B should make sure the
property usage complies with the rules as well during the
rental period.
5. The rental for the property is calculated at HONG KONG DOLLARS
TWENTY (HKD20.00) per square meter of construction area per
month. Total monthly rental is HONG KONG DOLLARS ONE HUNDRED
AND EIGHT THOUSAND EIGHT HUNDRED AND FORTY (HKD108,840.00).
Rentals shall be paid on or before the 15th day of each month.
6. Party A should hand over the property for Party B use. If the
hand over date is later than that of the aforementioned, Party
B is entitled to request to defer the effective date of the
agreement, both parties should provide this term in writing.
7. During the rental period, Party A shall be responsible to pay
for the property tax, landuse fees and the rental housing
management fees of the property. Party B shall be responsible
for the water, electricity, cleaning and management charges
and related charges.
8. For the first month, Party A pay on behalf of Party B for
those expenses should be borne by Party B. Party B should
repay the said sum within ten days after the first month of
usage. After that, Party B should prepay the said expenses.
The amount to be prepaid equals to the actual sum for the
previous month. The prepayment will be settled in next month.
Party A should provide relevant documents to support the
amount he collected. If Party B does not prepay the expenses
for a month, Party A has the right to request Party B to do
so. If Party B doesn't pay for a month, Party A is entitled to
stop the provision of the relevant facilities for Party B's
use. In case both parties provided otherwise, it will follow
their agreement.
9. This agreement sets out to provide the deposit guarantee. When
Party A hand over the property, he is entitled to collect a
guarantee sum. After receiving the guarantee sum from Party B,
Party A should provide receipt to Party B. Both parties should
take the initiative to comply with all the terms set out in
this agreement. If either party breaks the contract, then he
should bear the legal responsibilities arising from this
break.
10. Party A should ensure the security of the property and its
internal facilities complies to the relevant provisions of
rules and regulations. Party B should use the property in
normal way and protect the internal facilities of the property
and prevent any abnormal damage. Upon the expiry of the
agreement, Party B should hand over the property on time and
ensure the property and its facilities are in good conditions
(except normal depreciation), and should settle all those
expenses borne by Party B.
11. During the rental period, if there is an occurrence of damage
or out of order of the property and its facilities which will
prevent its safe and normal use, Party B should inform Party A
in time and carry out effective measures; Party A after
receiving Party B's notice should carry out repairs and
maintenance works within fifteen days; if Party B cannot reach
Party A or Party A refuses to repair, Party B can repair it
instead after getting the certification of the agreement
registration authority. Party A should bear the expenses
arising from any maintenance (including those paid by Party B
on behalf) under this term.
12. If there is an occurrence of damage or out of order of the
property and its facilities which arising from Party B's
improper or unreasonable use, Party B should bear this
responsibilities and repair or provide compensation in time.
If Party B refuses to repair or compensate, Party A can repair
it on behalf of Party B after getting the certification of the
agreement registration authority. The repairs and maintenance
charges should be borne by Party B.
13. During the tenancy period, if Party A wants to alter, expand
or renovate the property because of needs, with the agreement
of Party B and approval of the relevant government department,
improvement works can be carried out then. Both parties should
sign a separate written agreement on this area. Similarly,
Party B can renovate the property with the agreement of Party
A and the approval of the relevant government department.
Regarding this area, a separate written agreement is required
as well.
14. Without the written agreement of Party A, Party B is not
allowed to sublet the property to third party either partly or
wholly. With Party A's agreement to sublet the property, Party
B should complete the registration procedures with the Leasing
Property Department. But the period of sublet should not be
longer than that of the original tenancy agreement made
between Party A and B. Party B should also make sure the third
party will not re-sublet the property to the fourth party.
15. During the tenancy period, Party A wants to sell the property
either wholly or partly, he should give one month notice to
Party B. Party B has the first priority to purchase the
property under the same conditions offered by the third party.
If the property right has been transferred to a third party,
Party A should make sure the new owner completed the contract
as if the property right hasn't change.
16. During the tenancy period, the contract will be terminated
automatically under either one of the following conditions:
(1) an occurrence of natural disasters or accident, and
as a result the contract cannot be completed;
(2) the government decides to make a requisition of the
land on which the aforesaid property builds and the
property has to torn down as a result;
(3) the "Leased Property Permit" of Party A becomes
void.
If termination of contract is due to (3) above, Party A should
indemnify Party B for any loss incurred.
17. Party A reserves the right to terminate the contract because
of either one of the following conditions. Party B should
indemnify Party A for any loss incurred by the latter because
of the termination of the contract.
(1) Party B doesn't pay the rental for more than two
months;
(2) The miscellaneous expenses should be paid by B
becomes overdue;
(3) Without the permission of Party A and the relevant
government department, Party B change the use of the
property;
(4) Party B in breach of the provision set out in Item
(12), in other words, he refused to bear the
responsibility of repair and maintenance or paid the
related expenses and as a result, the property
becomes serious damaged;
(5) Without the written permission of Party A and the
relevant government department, Party B renovate the
property;
(6) Without the permission of Party A, Party B sublet the
property to third party.
Party A terminates the contract based on the aforesaid
situations, he should order Party B to move out and take
possession of the property by giving a written notice. Any
remaining balance of the prepaid amount made by Party B should
be returned to Party B. But Party B has no right to request
the refund of rental deposit.
18. Party B reserves the right to terminate the contract because
of the following conditions. Party A should compensate Party B
for any loss incurred arising from the termination.
(1) Party A delayed the handover of the property for more
than two months;
(2) Party A in breach of the contract term (4), as a
result, the property cannot be used for the purpose
as stated before;
(3) Party A in breach of the contract term (11), in other
words, he refused to bear the responsibility of
repair and maintenance or paid the related expenses,
and as a result, the property cannot be used for the
purpose as stated before;
(4) Without the agreement of Party B and the approval of
the relevant government department, Party A carries
out the alteration, expansion, or renovation works.
Party B terminates the contract because of the aforesaid
conditions, he should give a written notice to Party A and he
should move out at once. In this situation, Party B has the
right to request Party A to compensate two times of the rental
deposit, and refund the excess amount of the prepayment.
19. Upon the expiry of the tenancy agreement, if Party B wants to
renew the contract, he should inform Party A one month before
the expiry. If Party A continues to rent out the property,
Party B should be given a first priority to be the lessee
under the same conditions as offered by third party. If both
parties can reach an agreement on renewal, they should sign a
new contract, which should be re-registered with the Contract
Registration Registry.
20. Upon the expiry of the contract, Party B should move out
within thirty days of the expiry and then hand over the same
to Party A. Party B doesn't move out and hand over the
property, Party A can ▇▇▇ Party B through Court of People.
21. If Party B doesn't pay the rental, he should pay a delay
charge to Party A The delay charge should be number of days
times 3% of the monthly rental.
22. If Party B sublet wholly or partly of the property to third
party without getting the permission of Party A, he is then
required to pay an indemnity.
23. If either party do not comply with the terms of the contract,
and any loss of the other party arises from this, the party
who break the contract should indemnify the actual loss and
expected income of the victim party.
24. If both parties want to insert or delete terms, it can be made
in the Supplementary Clause. The provisions of Supplementary
Clause and the main contract are of equal validity. If there
shall be anything that is not provided for by this agreement,
the parties can make any supplement after negotiation, and the
supplement will of equal validity with the main contract only
after the certification of the Contract Registration Registry.
25. If there shall be any dispute arising through fulfillment, it
should be solved by the discussions and negotiations of the
parties. If there shall be no agreement made in negotiation,
mediation can be made through the Contract Registration
Registry or (1) request arbitration from the Shenzhen
Arbitrating Committee (2) raise a prosecution in People's
Court. ( Both parties should choose either one of the above
two ways and tick as appropriate on the contract).
26. This contract is written in Chinese.
27. This contract is made in four copies, Party A gets two copy
and Party B gets one copy and the remaining will be kept in
the Contract Registration Registry.
28. This contract takes effect after signed by two parties.
Party A (Signature & Chop): < Signed >
Authorized Representative:
Contact Telephone No.:
Bank Account No.:
Authorized Agent (Signature & Chop):
Party B (Signature & Chop): < Signed >
Authorized Representative:
Contact Telephone No.:
Bank Account No.:
Authorized Agent (Signature & Chop):
December 31, 2002
Register (Signature & Chop): < Signed >
January 2, 2003
Contract Registration Registry (Signature & Chop): < Signed >
January 2, 2003