Hong Kong-Tsuen Wan-611/619 Castle Peak Road Lease - Hing Seng Plastic Factory Ltd. and ISE Labs (HK) Ltd.
ISE Labs Hong Kong Limited
February 9, 2001
Ng Yue Hung
Unit E, 8 Floor,
Southeast Industrial Building,
611-619 Castle Peak Road
Tsuen Wan
N.T.
Dear Mr. Ng,
Renew the Tenancy for the Further Term of three (3) years,
Unit C, 22 Floor, Southeast Industrial Building
(Memorial #7743671)
This is to inform you that we would like to continue the tenancy for further
term of three (3) years following the tenancy agreement.
The agreement was registered in the land registry by memorial no.7743671 on
April 30, 1999.
Please sign and return the duplicate copy to us.
Yours faithfully, Accepted by Landlord:
/s/ Rabbi-ul Islam /s/ Ng Yue Hung
------------------------------------ ----------------------------
Md. Rabbi-ul Islam Ng Yue Hung
General Manager
Date: 12-2-2001
<PAGE>
Dated 1st day of April 1999
HING SENG PLASTIC FACTORY LIMITED
and
ISE LABS (HK) LIMITED
-----------------------------------------------------
TENANCY AGREEMENT
of
United C, 22nd Floor, Southeast Industrial
Building, Nos. 611-619 Castle Peak Road,
Tsuen Wan, New Territories
-----------------------------------------------------
REGISTERED in the Land Registry
by Memorial No. 7743671
on 30 April 1999
(signature)
for Land Registrar
-----------------------------------------------------
<PAGE>
AN AGREEMENT made this 1st day of April One thousand nine hundred and
ninety-nine
PARTIES
BETWEEN the parties described in Part 1 of the Schedule.
WHEREBY IT IS AGREED as follows:-
LETTING
1. The Landlord lets and the Tenant takes ALL THOSE the premises described in
Part 2 of the Schedule (hereinafter referred to as "the said premises")
which premises form part of the development described in Part 2 of the
Schedule (hereinafter referred to as "the said development") which
development is erected on the land described in Part 2 of the Schedule
(hereinafter referred to as "the said land") Together with the Landlord's
fixtures and fittings (including those described in Part 4 of the
Schedule) in the said premises (hereinafter referred to as "the said
fixtures") and together with the use in common with the Landlord and all
others having the like right of the common areas and of the equipment
serving the said premises or intended for the common use of the owners or
occupiers of the said building or the said land for the term (hereinafter
referred to as "the said term") and at the rent (hereinafter referred to
as "the said rent") described in Part 3 of the Schedule.
TENANT'S AGREEMENTS
2. The Tenant to the intent that the obligation shall continue throughout the
said term hereby agrees with the Landlord as follows:-
(a) Rent management charge and rates
(i) To pay the said rent as provided in Part 3 of the Schedule.
(ii) To pay the monthly management charge payable in respect of the
said premises by the Landlord in its capacity as owner of the
said premises under the Deed of Mutual Covenant but excluding
any part or element of such charge with represents payment of or
a contribution to payment of costs expenses or other outgoings
of a capital or non-recurring nature or which represents a
contribution to a sinking fund or a contingency fund.
(iii) To pay the rates and all other outgoings and impositions of an
annual or recurring and non- capital nature assessed in respect
of the said premises by the government of Hong Kong.
(b) Utilities
To pay and discharge all charges for telephone services, gas,
electricity and water consumed by the Tenant in the said premises.
(c) Repair
To keep all the interior of the said premises including the floor
coverings and the finishes to interior walls, ceilings, windows and
doors in the said premises and, if an to the extent the same are
damaged by the act or neglect of the Tenant, the said fixtures in
good, clean and tenantable repair and condition (fair wear and tear,
any damage or destruction of the sort referred to in sub-clause 4(i),
any damage, defect or want of repair which subsists at the
commencement of the said term or which is of a latent, inherent or
structural nature all excepted) and to deliver up the same to the
Landlord at the ending of the said term in such repair and condition.
<PAGE>
(d) Installations
Not without the previous written consent of the Landlord to erect or
install any wall, partitioning or other such erection in the said
premises.
(e) Injury to premises
Not to cut or deface any door, window, structural wall, beam or
structural member of the said premises nor any of the plumbing or
sanitary apparatus or installations installed therein Provided that
without breach of this Sub-Clause or any other provision of this
Agreement the Tenant may after consultation with the Landlord carry
out such works to the said premises and the fixtures and fittings
therein as the Tenant reasonably considers necessary for the purpose
of fitting-out the said premises to the standard required by the
Tenant.
(f) Drains
To pay the Landlord on demand all reasonable costs properly incurred
by the Landlord in cleansing or clearing any of the drains or water
pipes in the said premises choked or stopped up owing to the improper
use of the same by the Tenant.
(g) Protection of interior
To take reasonable precautions to protect the interior of the said
premises against damage by storm, typhoon or other adverse weather
condition.
(h) Nuisance
Not to do in the said premises any act which constitutes a nuisance
to the Landlord or to the owners of other premises in the said
development or in buildings in the neighbourhood of the said
development.
(i) Government Lease and insurance
Not to do in the said premises any act which is not expressly or by
implication permitted or contemplated by this Agreement and which
constitutes a breach of any of the negative or restrictive terms and
conditions of the Government grant under which the said land is held
from the Government nor to do in the said premises any act which is
not expressly or by implication permitted or contemplated by this
Agreement whereby any insurance effected by the Landlord on the said
premises against loss or damage by fire for the time being in force
is rendered void or voidable or whereby the premium thereon is
increased Provided that the Tenant shall have no liability under this
Sub-Clause unless prior to the commission of any breach by the Tenant
of the provisions of this Sub- Clause the Landlord has supplied the
Tenant a copy of the fire policy or policies in force at the time of
the breach.
(j) Combustible or hazardous goods
Not to keep or store or permit or suffer to be kept or stored in the
said premises any arms ammunition gunpowder saltpetra kerosene or
other explosive or combustible or hazardous goods in contravention of
the Dangerous Goods Ordinance Cap.295.
(k) Use
(i) To use the Premises as provided in Part 4 of the Schedule
hereto; and in the event of the permitted user as stated in Part
4 of the Schedule being non-domestic, at the Tenant's expense
<PAGE>
to obtain all licences or permits necessary for carrying on the
Tenant's business on the Premises and which under any Ordinance
the Tenant as lessee has the obligation to obtain.
(ii) Not to use the said premises or any part thereof or permit or
suffer the same to be used for any illegal or immoral purpose
nor to carry on or permit or suffer to be carried on therein or
on any part thereof any offensive, noisome, noxious, noisy or
dangerous trade, business manufacture or occupation whatsoever.
(iii) Not to permit any person other than staff of the Tenant who
occasionally have to do overtime work in relation to the
Tenant's business to remain in the said premises overnight
without the written permission of the Landlord which permission
only to be given to enable the Tenant to post watchmen to look
after the contents of the said premises which shall not be used
as sleeping quarters or as domestic premises within the meaning
of any landlord and Tenant (Consolidation) Ordinance or any
amendments thereto or substitution therefor for the time being
in force.
(l) Signs
Not to affix or display or permit or suffer to be affixed or
displayed on the exterior of the said premises any signboard, sign,
poster, picture or other such thing whether illuminated or not;
(m) Common areas
Not to encumber or obstruct or permit to be encumbered or obstructed
with any of the Tenant's boxes, packaging or other things any of the
common areas and not to leave any of the Tenant's rubbish in the
common areas except those parts of the common areas designated for
such purpose.
(n) Ordinances and Deed of Mutual Covenant
Not to do in the said premises any act which is not expressly or by
implication permitted or contemplated by this Agreement and which
constitutes a breach of any ordinance relating to the use of the said
premises by the Tenant nor to do in the said premises any act which
is not expressly or by implication permitted or contemplated by this
Agreement which constitutes a breach of the restrictive or negative
covenants which affect the said premises in the Deed of Mutual
Covenant.
(o) Alienation
Not to assign, sub-let, underlet, mortgage or charge the said
premises.
(p) Entry
To permit the Landlord and all persons bearing the written authority
of the Landlord at all reasonable times and upon prior appointment
having been made with the Tenant to enter and view the state of the
said premises and, during the last three months immediately preceding
the expiration of the said term to show the said premises to
prospective tenants or purchasers of the said premises to prospective
tenants or purchasers of the said premises provided that in
exercising its rights under this Sub-Clause the Landlord shall cause
and shall ensure that all persons entering the said premises pursuant
to this Sub-Clause cause the least possible inconvenience to the
occupier of the said premises and shall forthwith make good any
damage, injury or loss caused by or as a consequence of entry on to
the said premises, to the Tenant, the occupier of the said premises,
the said premises or any thing in or affixed to the said premises.
(q) Yield up
<PAGE>
At the ending of the said term quietly to yield up the said premises
in a condition consistent with performance by the Tenant of its
obligations under Sub-Clause [2(e)].
LANDLORD'S AGREEMENTS
3. The Landlord hereby agrees with the Tenant as follows:-
(a) Payments
To promptly pay the Crown Rent, Property Tax and all expenses of a
capital or non-recurring nature attributable to or payable in respect
of the said premises.
(b) Quiet enjoyment
That the Tenant paying the rent hereby reserved and observing and
performing its obligations under this Agreement shall peaceable hold
and enjoy the said premises the said fixtures and the rights granted
in Clause 1 without any interruption by the Landlord or any person
claiming under or in trust for the Landlord or by virtue of title
paramount.
(c) Deed of Mutual Covenant
To exercise and enforce its rights under the Deed of Mutual Covenant
against each and every other person who is bound by such Deed of
Mutual Covenant.
(d) Repair
To the extent that the same is not the obligation of the Tenant under
Sub-Clause [2(e)] to keep the said premises and the said fixtures and
the equipment serving the said premises in good, clean and tenantable
repair and condition.
(e) Building
To use its reasonable endeavours keep or procure that there is kept
in good, clean and tenantable repair and condition the equipment, the
said development and the common areas.
FURTHER PROVISIONS
4. IT IS HEREBY FURTHER AGREED that the parties will be obliged and bound by,
and will have rights and powers in accordance with the following
provisions:-
(a) Re-entry
If the said rent or any part thereof shall be unpaid for 15 days
after service of a written notice calling upon the Tenant to make
payment of the same or if the Tenant shall fail to observe and
perform any of its obligations under this Agreement or if the Tenant
shall become bankrupt or shall go into insolvent liquidation or make
any composition with its creditors or shall suffer any successful
prosecution in respect of the non-payment of any money due from it to
the Hong Kong Government in respect of the said premises then and in
any such case it shall be lawful for the Landlord at any time
thereafter to re-enter on the said premises or any part thereof in
the name of the whole whereupon this Agreement shall determine but
without prejudice to any right or claim of either party in respect of
any antecedent breach of this Agreement or to the right of the Tenant
to the return of the said deposit in accordance with clause 6.
(b) Notice sufficient
<PAGE>
A notice served by the Landlord on the Tenant in manner hereinafter
mentioned to the effect that the Landlord thereby exercises the power
of re-entry herein contained shall be a full and sufficient exercise
of such power without actual physical re-entry on the part of the
Landlord.
(c) No waiver
Acceptance of the said rent by the Landlord shall not be deemed to
operate as a waiver by the Landlord of any right to proceed against
the Tenant in respect of any consistent breach of the Tenant's
obligations under this Agreement.
(d) Indemnity
The Tenant shall indemnify the Landlord from and against all
proceedings taken against the Landlord by any person in respect of
any damage or injury caused to such person by the overflow from the
said premises of water the origin of which is in the said premises or
the escape from the said premises of fumes, smoke, fire or other
substance or thing the origin of which is in the said premises owing
in any case to the negligence of the Tenant.
(e) Premises
The Landlord warrants to the Tenant that the said premises are
authorised for use and occupation as provided for under this
Agreement.
(f) Acts of servants
For the purpose of this Agreement any act, default, negligence or
omission of any visitor, servant or agent of the Tenant or of the
Landlord shall be deemed to be the act, default, negligence or
omission of the Tenant or (as the case may be) the Landlord.
(g) Distraint
For the purposes of Part III of the Landlord and Tenant
(Consolidation) Ordinance, (Chapter 7) and of this Agreement, the
said rent shall be and be deemed to be in arrear if not paid in
advance at the times provided for payment thereof.
(h) Notices
Any notice required to be served under this Agreement shall be in
writing and shall, if to be served on the Tenant, be sufficiently
served if addressed to the Tenant and sent by prepaid registered post
to or delivered at the Tenant's registered office in Hong Kong and,
if to be served on the Landlord shall be sufficiently served if
addressed to the Landlord and sent by prepaid registered post to or
delivered at the Landlord's registered office in Hong Kong.
(i) Rent cesser
If at any time or times the said premises or any part thereof are
inaccessible, or if at any time or times the said premises or any
part thereof are destroyed or damaged owing to fire water storm wind
typhoon defective construction white ants earthquake subsidence of
the ground or any other cause whatsoever so as to render the said
premises or any part thereof unfit for habitation or use, or if at
any time or times any order is made or served under the Buildings
Ordinance in respect of the said premises or any part thereof, or if
at any time or times the said premises or any part thereof are for
any reason unfit, unsuitable or unsafe for habitation or use (which
events are hereinafter referred to as "the calamity") then the rent
hereby reserved and all other sums payable by the Tenant under this
Agreement shall immediately be suspended and cease to be payable
until (as the circumstances may
<PAGE>
require) the said premises and every part thereof (or is) are
rendered accessible, or are reinstated so as to be fit for habitation
and use, or are fit, suitable and safe for habitation and use or are
free of any such order Provided that should the said premises and
every part thereof not (as the circumstances may require) have been
rendered accessible, reinstated so as to be fit for habitation and
use, become fit suitable and safe for habitation and use or free of
any such order in the meantime either the Landlord or the Tenant may
at any time after one month from the calamity give to the other of
them notice in writing to determine this Agreement and thereupon the
same and everything herein contained shall determine as from the date
of the calamity but without prejudice to the rights and remedies of
either party against the other in respect of any antecedent claim or
breach of this Agreement or of the Tenant in respect of its right to
the return of its deposit in accordance with Clause 6 hereof.
(j) Stamp duty and costs
All legal costs and disbursements and other expenses of or incidental
to the preparation and completion of this Agreement and the stamp
duty on this Agreement and its duplicate shall be borne by the
parties hereto in equal shares.
KEY MONEY
5. The Tenant declares that for the grant of the said term no key money or
premium or other such consideration other than the consideration referred
to in this Agreement has been paid or will be payable by the Tenant to the
Landlord or to any person.
TENANT'S DEPOSIT
6. (a) The Tenant shall on the signing of this Agreement deposit
with the Landlord the sum specified in Part 3 of the Schedule (in
this Agreement referred to as "the said deposit"). The said deposit
shall be held by the Landlord free of interest to the Tenant with
power for the Landlord to deduct from the said deposit the amount of
any monetary loss the Landlord suffers because of any breach by the
Tenant of its obligations under this Agreement but subject to this
the said deposit shall be returned to the Tenant within fourteen days
after the ending of the said term and the delivery of vacant
possession of the said premises.
(b) In the event of any transfer of the Landlord's interest in the said
premises, the Landlord shall at its own cost obtain upon such
transfer from the person to whom such transfer is made a legally
binding undertaking in favour of the Tenant to observe and perform
the obligations of the Landlord under this Agreement including the
obligations of the Landlord under this Clause 6 and upon such
undertaking being obtained and supplied to the Tenant the Landlord
shall transfer the said deposit to the person giving the undertaking.
(c) The Landlord hereby acknowledges receipt from the Tenant of the said
deposit.
DELIVERY OF VACANT POSSESSION/REINSTATEMENT BY THE TENANT
7. It is hereby expressly agreed that at the expiration of the said term
or at any time when the Tenant shall deliver up vacant possession of the
said premises to the Landlord the Tenant shall at the same time if so
required by the Landlord forthwith remove all fixtures, additions,
fittings and improvements affixed, installed or made by the Tenant at or
to the said premises and make good any damage caused to the said premises
by such removal.
OPTION TO RENEW
8. (a) Option
<PAGE>
If the Tenant shall be desirous of renewing the tenancy created by
this Agreement for a further term of three (3) years from the
expiration of the said term and shall not less than three months
before the expiration of the said term give to the Landlord notice in
writing of such desire then the Landlord will let the said premises
to the Tenant for a further term of three (3) years from the day
immediately following the expiry of the said term at the same rent as
provided in Part 3 of the Schedule and subject to this and save and
except for this provision for renewal on the same terms and
conditions as this Agreement.
INTERPRETATION DEFINITIONS
9. In this Agreement unless otherwise specified:-
(a) any reference to a Clause, Sub-Clause or Schedule is a reference to a
clause, sub-clause or schedule of or to this Agreement;
(b) headings have been inserted for ease of reference only and shall not
affect construction or interpretation;
(c) words importing the singular include the plural and vice versa and
words of one gender include all the other genders;
(d) "the ending of the said term" means the coming to an end of the said
term in any way including expiration, termination, surrender and
forfeiture;
(e) "the Landlord" means the person named in this Agreement as the
Landlord and the person for the time being entitled to the reversion
immediately expectant on the ending of the said term;
(f) "the common areas" means those parts of the said development and the
said land intended for the common use of the owners or occupiers of
the said development or the said land;
(g) "the Deed of Mutual Covenant" means the Deed of Mutual Covenant
registered in the Land Registry by Memorial No.3037693 and includes
such Deed as amended, modified or extended and includes any
instrument including any sub-deed of mutual covenant or management
agreement (including the Sub-Deed of Mutual Covenant registered in
the Land Registry by Memorial No.5461236) made under or pursuant to
it;
(h) "the equipment" means the plant, machinery, apparatus, lifts,
systems, services, facilities, conduits and conductive media of or
benefitting the said development or the said land;
(i) a reference to a specific ordinance includes such ordinance as
amended, modified, consolidated, extended or re-enacted and includes
any subsidiary legislation, regulations, orders and instruments for
the time being made under or pursuant it or deriving validity from
it;
(j) where a party consists of two or more persons the obligations of such
persons shall be joint and several.
AS WITNESS the hands of the parties hereto the day and year first above
written.
<PAGE>
THE SCHEDULE
Part 1
(PARTIES)
LANDLORD: Hing Seng Plastic Factory Limited whose
registered office is situate at Unit E, 8th
Floor, Southeast Industrial Building, Castle Peak
Road, Tsuen Wan, New Territories ("the
Landlord").
TENANT: ISE LABS (HK) Limited of Unit C, 22nd Floor,
Southeast Industrial Building, Castle Peak Road,
Tsuen Wan, New Territories ("the Tenant").
Part 2
(PREMISES, BUILDING, LAND)
THE SAID PREMISES: Unit C, 22nd Floor, Southeast Industrial
Building, Nos. 611-619 Castle Peak Road, Tsuen
Wan, New Territories.
THE SAID DEVELOPMENT: Southeast Industrial Building, Nos. 611-619
Castle Peak Road, Tsuen Wan, New Territories.
THE SAID LAND: Section A of Tsun Wan Inland Lot No. 17 and the
Extension thereto; Section A of Tsun Wan Marine
Lot No. 7.
Part 3
(TERM, RENT, DEPOSIT)
THE SAID TERM: For the term of two (2) years commencing on 1st
April 1999 and expiring on 31st March 2001.
THE SAID RENT: HK$20,000.00 per month payable monthly (and so in
proportion for any period less than a month) in
advance on the 1st day of each month during the
said term.
THE SAID DEPOSIT: HK$40,000.00
<PAGE>
Part 4
(PERMITTED USE)
The Tenant shall have the right to use the said premises for non-domestic
purposes.
SIGNED BY Ng Yue Hing, )
its director )
for and on behalf of the Landlord )
in the presence of:- ) /s/ Ng Yue Hing
/s/ Kenneth Yeung
Solicitor & Notary Public
Messrs. Poon, Yeung & Li
Solicitor & Notaries
SIGNED BY Md. Rabbi-ul Islam )
General Manager )
for and on behalf of the Tenant )
whose signature is verified by: ) /s/ Md. Rabbi-ul Islam
/s/ Kenneth Yeung
Solicitor & Notary Public
Messrs. Poon, Yeung & Li
Solicitor & Notaries