Exhibit 10.12


ENGLISH TRANSLATION


 


Certificate of Recording Compensation
Trade Agreement for

Processing and Assembling with Foreign Enterprises


 


(2002) No. 457 Dongguan Foreign Economic
and Trade Commission


 


According to the report
submitted by Dongguan Foreign Processing and Assembly Services Corporation (hereinafter referred to as “the Company”),
the Company cooperates with Dongguan Sun Line Processing Factory and Sun Line Industrial Limited to sign the Agreement for manufacturing
tools and molds, processing plastics& rubber hardware products and assembling electronic products (Agreement No.: (2002) No.
031 Dongguan Trade) and an attachment. After review, the Agreement and its attachment are consistent with the contents of Dongguan
Foreign Trade No. 14840 Certification of Approval issued on November 6, 2002. Therefore, we hereby grant the recordation. This
Agreement and its attachment can come into force since November 6, 2002.


 


Agree


(Signed)


(Seal of Dongguan Customs)


 


Dongguan Foreign Trade & Economic Cooperation
Bureau


(Signed)


(Seal of Dongguan Foreign Trade & Economic
Cooperation Bureau)


 


November 6, 2002


 




    	 



    	 



    

 


Agreement


 


(2002) No. 031 Dongguan Trade


Entered in Dongguan on November 5, 2002


 


In order to develop
amicable business relationship, Dongguan Foreign Processing and Assembly Services Corporation (hereinafter referred to as “Business
Agent”) cooperates with Dongguan Dalingshan Foreign Trade & Economic Development Corporation (hereinafter referred to
as “Party A”) and Sun Line Industrial Limited (hereinafter referred to as “Party B”) to fully discuss about
the business of manufacturing tools and molds, processing plastics& rubber hardware products and assembling electronic products
with supplied materials on the basis of equality and mutual benefit. The parties reach the agreement as follows in Dongguan on
November 5, 2002:


 


		Article 1	Responsibilities of Both Parties



		1.	Party B shall provide the equipment required in processing and production (for details, see the
list) without consideration. The equipment shall be delivered to the Party A’s factory by installments since November 2002.
The total value of equipment is HK$18,270,000. The property right of the equipment without consideration shall be owned by Party
B.



		2.	After the equipment be delivered to the Party A’s factory, Party B shall send technical personnel
to Party A’s factory for installation, commissioning and technical guidance. All charges incurred by Party B’s technical
personnel during this period shall be borne by Party B, such as salary, travel expense, telephone communication charge, power consumption
fee, boarding and lodging cost. Meanwhile, Party A shall try the best to provide convenience.



		3.	Party B shall provide all raw materials, auxiliary materials and packaging materials without consideration.
Party B shall employ labors force through labor authority. All processed products shall be exported and delivered to Party B.



		4.	Party A shall provide the appropriate factory or land, continuously improve the investment environment
and assist Party B in handling with the report and recordation formality in relevant authority and managing the routine affairs
in the engineering.



 


		Article 2	Calculation of Processing Fee



		1.	Processing fee incurred in the processing arrangement: In the principle of mutual benefit, the
parties determine the first contract is trial-production contract through friendly consultation. The period of trial production
shall be 3 months. The processing fee shall be calculated on the basis of number of person, which shall not less than HK$600/person
per month. After the expiration of trial production period, the processing fee shall be calculation on the basis of actual delivery
quantity and processing unit price specified in the agreement. The processing unit price of product shall be determined on the
processing requirement. On average, each worker shall work 8 hours per day and 24 working days per month. Therefore, the processing
fee shall not less than HK$800.



 




    	 



    	 



    

 


		2.	Party A shall provide the factory and site. The factory area reaches to 6,000m2. Factory
rental and fee for use of site shall be deducted from the processing fee paid by Party B. The factory rental tax shall be borne
by Party A.



 


		Article 3	Calculation of contract payment



Considering the compensation
to Party A for investing to continuously improve the investment environment in the process of fulfilling the agreement, based on
friendly consultation, the parties hereby agree that the parties’ interests shall be calculated in accordance with the contract
agreement.


 


		Article 4	Loss in Trial Production Period and Disposal of Defectives



The period of trial
production shall be three months since the agreement comes into force. The loss rate and defective rate occurring in trial production
period shall be reimbursed for actual expenses. The actual loss rate and defective rate after the expiration of trial production
period shall be otherwise agreed by the parties.


 


		Article 5	Supplied Materials and Delivery Period



Party B shall ensure
that the sufficient number of raw materials, auxiliary materials and packaging materials shall be provided every month by referring
to the amount of processing specified in the agreement. In order to make Party A’s factory in normal production, Party B
must transport all required raw materials and auxiliary materials to Party A’s factory before the production of each batch
of products. To ensure Party B can carry out normal business, Party A’s factory shall make delivery on schedule and in appropriate
quantity according to the specific delivery period agreed by the parties. The specific issues shall be stipulated in the specific
contract.


 


		Article 6	Terms of Payment



Term of paying processing
fee: the parties agree to adopt the method that delivery is firstly made and then payment is made every month. Party B shall remit
the payables to Party B by settlement of exchange through a bank in China specified by Party A. In case of any overdue payment,
Party B shall give the compensation to Party A by calculation based on the interest rate issued by the bank in Hong Kong on the
day. If necessary, Party A has the right to stop delivery and shipment.


 


		Article 7	Transportation



Raw materials, auxiliary
materials and finished products shall be imported and exported through the port specified by the state government. All freight
and miscellaneous charges incurred in double route for raw materials, auxiliary materials and finished products from the originating
point to Party A’s factory shall be borne by Party B. If Party B has required conditions and volume of transport, Party A
can assist Party B to handle with necessary formalities.


 




    	 



    	 



    

 


		Article 8	Insurances



		1.	Party B shall cover all-risks insurance for the imported raw materials, auxiliary materials and
packaging materials and exported finished products. In addition, Party B shall cover proper fire insurance for the production equipment
and raw materials, auxiliary materials, packaging materials, finished products and products stored in the factory. The above-mentioned
insurance premium shall be borne by Party B, who shall sign the specific insurance contract with the qualified insurance company.



		2.	Both parties agree that all employees shall participate in social labor insurance and pay the corresponding
insurance premium in the proportion of salary.



 


		Article 9	Tax Payment



Both parties
agree and guarantee to pay the tax in accordance with the laws.


 


		Article 10	Force Majeure



In the event that ant
party is prevented from fulfilling the agreement due to war, severe natural disasters or any other force majeure events agreed
by the parties, the affected party shall inform the other party about such event as soon as possible and discuss with the other
party about extending the deadline to fulfill the agreement. The other party shall not claim for compensation due to the losses
caused by such event.


 


		Article 11	Arbitration



Any dispute incurring
in the process of fulfilling the agreement shall be solved by the parties through friendly consultation. If the parties fail to
solve it, such dispute can be submitted to Shenzhen Branch of China Council for Promotion of International Trade (CCPIT) for arbitration.
The arbitration award shall be final and binding on the parties. Arbitration cost shall be borne by the losing party.


 


		Article 12	Terms of Agreement and Miscellaneous



The agreement shall
come into force after the approval by the relevant authority. The agreement is effective for ten years from the date of coming
into force. In case of extending or terminating the agreement upon the expiration, the parties shall reach the agreement through
friendly consultation with six months before its expiration.


		1.	Import and export business agent fee shall be borne by Party B as 5% of total processing fee.



		2.	Port construction fund shall be borne by Party B as 0.2% of total processing fee.



		3.	In case of recruiting workers, dividing work and arranging plant and equipment, enterprise must
comply with the provisions specified in the Regulation on Labor Safety and Health Management and Regulation on Fire Control
of the People’s Republic of China. Enterprise must protect the legitimate rights and interests of workers and provide
workers with the work place and living device meeting the requirement on labor safety and health, so as to protect the health of
workers.



 




    	 



    	 



    

 


Any issue unmentioned
in the agreement shall be modified and supplemented by the parties through consultation at any time. Such issue shall be approved
by the former authority. Such issue is invalid in case of failing to be discussed by the parties or approved by the former authority.


The agreement shall
be executed in four counterparts with same effect. Party A holds two, business agent holds one and Party B holds one, and with
several copies.


 


Party A: Dongguan Dalingshan Foreign Trade
& Economic Development Corporation


Legal Representative: XXX


Address: XXX


Telephone: XXX


(Seal of Dongguan Dalingshan Foreign Trade
& Economic Development Corporation)


 


Party A’s Factory: Dongguan Sun Line
Processing Factory


Person in Charge: XXX


Address: XXX


Telephone: XXX


 


Party B: Sun Line Industrial Limited


Legal Representative: (/s/Kin Fai Sze-To,
ex-director of Sun Line Industrial Limited)


Address: XXX


Telephone: XXX


(Seal of Sun Line Industrial Limited)


 


Business Agent: Dongguan Foreign Processing
and Assembly Services Corporation (Industry & Trade Department)


Representative: XXX


Address: XXX


Telephone: XXX


(Seal of Dongguan Foreign Processing and
Assembly Services Corporation)


 




    	 



    	 



    

  


Approval Notice for Change of Registration


 


(2012) No. 1200567057 yue guan change approval
notice foreign


 


Name: Dongguan Sun Line Processing Factory


 


Registration Number: XXXX


 


We approve the change of registration for the above foreign
processing and assembling on June 28, 2012. The approved change of registration is per below:


 


	Approval date before the change	:	September 6, 2007
	Approval date for the change	:	June 28, 2012
	Name of foreign party before the change	:	Sun Line Industrial Limited
	Name of foreign party after the change	:	Sun Line Precision Limited
	Signer of the foreign party before the change :	:	Kin Sun Sze-To
	Signer of the foreign party after the change	:	Chin Hien Tan


 


This notice is hereby given.


 


Seal of Dongguan City Administration for Industry and Commerce


June 28, 2012



 






    	 



    	 



    

 


Extension Agreement of Processing Arrangement


 


64 of (2002) No. 031 Dongguan Trade


Entered in Dongguan on August 21, 2012


 


Agreement (2002) No.
031 Dongguan Trade executed by Dongguan Sun Line Processing Factory and Sun Line Precision Limited will expire on November 6, 2012.
After consultation, the parties agree to continue to carry out the business of manufacturing tools and molds, processing plastics
& rubber hardware products and assembling electronic products under processing arrangement. The parties hereby agree that the
original agreement is renewed for one year until November 6, 2013. In addition, the parties agree to make the following modifications
and supplements to the original agreement:


		1.	After consultation, Party B is responsible for the operation of the factory.



		2.	To add equipment and expand production, Party B shall provide a batch of _______ equipment (for
details, please see the list). The total value of the equipment shall be HK$_______. The equipment shall be transported to the
Party A’s factory by installments since the date of approval.



		3.	After the renewal agreement comes into force, the processing fee for the first year shall be HK$2,800,000.
From the second year, the total value of processing fee shall be increased with the rate of 10%.



		4.	During the term of renewal agreement, the processing fee shall be calculated by the number of worker
in the factory. On average, each worker shall work 8 hours per day and 26 working days per month. Therefore, the processing fee
shall not less than HK$1300.



		5.	In case of employing external workers, the enterprise must pay the social infrastructure fee to
the local labor authority.



		6.	All employees shall participate in social labor insurance and pay the corresponding insurance premium
in the proportion of salary.



		7.	In case of recruiting workers, dividing work and arranging plant and equipment, enterprise must
comply with the provisions specified in the Regulation on Labor Safety and Health Management and Regulation on Fire Control of
the People’s Republic of China. Enterprise must protect the legitimate rights and interests of workers and provide workers
with the work place and living device meeting the requirement on labor safety and health, so as to protect the health of workers.



		8.	After the expiration of tax exemption, the parties shall guarantee to pay the taxes in accordance
with laws.



		9.	Import and export business agent fee shall be borne by Party B as 5% of total processing fee.



		10.	Port construction fund shall be borne by Party B as 0.2% of total processing fee.



 




    	 



    	 



    

 


		11.	In the event that ant party is prevented from fulfilling the agreement due to war, severe natural
disasters or any other force majeure events agreed by the parties, the affected party shall inform the other party about such event
as soon as possible and discuss with the other party about extending the deadline to fulfill the agreement. The other party shall
not claim for compensation due to the losses caused by such event.



		12.	Any dispute incurring in the process of fulfilling the agreement shall be solved by the parties
through friendly consultation. If the parties fail to solve it, such dispute can be submitted to Shenzhen Branch of China Council
for Promotion of International Trade (CCPIT) for arbitration. The arbitration award shall be final and binding on the parties.
Arbitration cost shall be borne by the losing party.



 


The Extension Agreement
is the supplementary part of the Agreement (2002) No. 031 Dongguan Trade. Other matters shall be executed in accordance with the
original Agreement.


The Extension Agreement
shall be executed in eight counterparts with same effect. Party A , factory, Party B, business agent, Dongguan Foreign Trade &
Economic Cooperation Bureau and Industry & Commerce Bureau respective holds one and Shenzhen Customs holds two, and with several
copies.


The Extension Agreement
shall come into force after the date of approval by the relevant authorities.


Other matters:


 


Party A: Dongguan Dalingshan Foreign Trade
& Economic Development Corporation


Address: XXX


Telephone: XXX


Representative: (Signed)


(Seal of Dongguan Dalingshan Foreign Trade
& Economic Development Corporation)


 


Factory: Dongguan Sun Line Processing Factory


Address: XXX


Telephone: XXX


Person in Charge: (Signed)


(Seal of Dongguan Sun Line Processing Factory)


 


Party B: Sun Line Precision Limited


Address: XXX


Telephone: XXX


	Representative:  	(/s/ Kin Sun Sze-To, Chief Executive Officer)
	 	(/s/ Chin Hien Tan, Chief Operating Officer)


(Seal of Sun Line Precision Limited)


 


Business Agent: Dongguan Foreign Processing
and Assembly Services Corporation


Address: XXX


Telephone: XXX


Representative: (Signed)


(Seal of Dongguan Foreign Processing and
Assembly Services Corporation)


 




    	 



    	 



    

 


Application for Extension Agreement of
Processing Arrangement


 


	Party A & Party B Code: 590417	(2012) No. 020 Dongguan Trade Document





	Applied by: Dongguan Foreign Processing and Assembly Services Corporation   	August 21, 2012


 


	Party A	Dongguan Dalingshan Foreign Trade & Economic Development Corporation
	Factory Name:	Dongguan Sun Line Processing Factory
	Party B (Investor):	Sun Line Precision Limited
	Agreement No.:	64 of (2002) No. 031 Dongguan Trade
	Processing Item:	Manufacturing tools and molds, processing plastics& rubber hardware products and assembling electronic products
	Annual Processing Fee	HK $ 2,800,000	Number of Factory Worker	1200
	Additional Equipment	 
	Term of Original Agreement: November 6, 2012	Renewal period is to November 6, 2013.
	Suggestions from business agent:
	The agreement can be renewed.
	 
	Agree to submit the application.
	 
	(Signed) (Seal of Dongguan Dalingshan Foreign Processing and Assembly Services Corporation (Industry & Trade Department)
	August 21, 2012
	Suggestions from approval authority:
	(2012) No. 1015 Dongguan Foreign Trade & Economic Document
	 
	Agree
	 
	August 28, 2012
	Submitted to Chang’an Office of Municipal Industry & Commerce Bureau and Foreign Trade Office of Dalingshan Town, Dongguan City  Reported to the Customs 


 




    	 



    	 



    

 


Form for Approval of Extension Agreement
of Processing Arrangement


 


	Applied by (seal): Dongguan Foreign Processing and Assembly Services Corporation	August 21, 2012 


 


	Party A: Dongguan Dalingshan Foreign Trade & Economic Development Corporation
	Party B (Investor): Sun Line Precision Limited
	Agreement No.: 64 of (2002) No. 031 Dongguan Trade
	Process Item: Manufacturing tools and molds, processing plastics& rubber hardware products and assembling electronic products
	Agreed Annual Processing Fee: HK$ 2,800,000	Actual Processing Fee of Last Year: HK$ 6,052,795
	Number of Employees Last Year: 1200	Number of Employees at the End of Period: 1200
	Value of Imported Equipment: HK$56,843,176.5	Value of Equipment Purchased in China:
	The term of the original agreement is from November 7, 2002 to November 6, 2012.
	The term of renewal is to November 6, 2013.
	Column for Approval	Suggestions from Neighborhood Committee (Signed by leader) (Seal):

We hereby agree that the agreement is renewed to November 6, 2013.

August 23, 2012	Suggestions from Town (District) Foreign Trade & Economic Cooperation Office: (Signed by leader) (Seal):

We hereby agree that the agreement is renewed.



August 28, 2012	Suggestions
    from Town Government (Signed by leader) (Seal):
 We hereby
    agree that the agreement is renewed.
 
 
 August 30,
    2012
	Suggestions from Foreign Investment Management Division of Municipal Foreign Trade & Economic Cooperation Bureau (Signed by leader):

Agree

September 28, 2012	Suggestions from Municipal Foreign Trade & Economic Cooperation Bureau (Signed by leader) (Seal):





Agree

September 28, 2012
	 	 	 	 	 	 





Note:


		1.	The form is executed in six counterparts. The application company, Town Foreign Trade & Economic
Cooperation Office, business agent, Foreign Investment Management Division of Municipal Foreign Trade & Economic Cooperation
Bureau, customs and Industry & Commerce Bureau respectively holds on.
		2.	The form is submitted and reported only until the each party’s signature on the Supplemental
Agreement is true and correct.