exv4w15



 





EXHIBIT 4.15




Contract on the Transfer of Use Rights of State-owned Land in Wuxi




Xi Xin Guo Tu Zi Jian chu He (2006) No. 120




Chapter I General Provisions




Article 1. Both parties hereto:

Assigner: Wuxi Municipal Bureau of State Land and Resources;


    Assignee: Zastron Precision-Tech (Wuxi) Limited;


In accordance with The Land Administration Law of the People’s Republic of China, The Law of
the People’s Republic of China on Urban Real Estate Administration, The Contract Law of the
People’s Republic of China, other laws and regulations, as well as relevant provincial and
municipal regulations, parties hereto enter into the contract with the principle of equality,
free will, compensation, faith and credit.



Article 2. The assigner shall assign the land use rights according to the legal authorization, with
the proprietorship of the assigned land belonging to the People’s Republic of China. The
country possesses the right of jurisdiction, executive power awarded by the Constitution and
the laws, other powers executed by the country as per the regulations of the laws of the
People’s Republic of China as well as rights required by the social public interests. The
underground resources, hidden properties as well as municipal and public utilities do not fall
under the scope of the transfer of land use rights.



Chapter II Delivery of Assigned Land and Payment of Assignment Fees




Article 3. The plot assigned by the assigner to the assignee is No. B14-A
Plot located in Wuxi National High and New Technology Industry
Development District. The area assigned is 47,883 square
meters. Details on four boundaries of a piece of land and
boundary point coordinates are shown in the attached chart to
the contract, which shall be confirmed by the parties hereto
with signature.



Article 4. The plot assigned hereunder is for industrial use.



Article 5. The plot assigned by the assigner shall be assigned to the
assignee with the current land conditions.



Article 6. The land use rights assignment hereunder shall have a period
for 50 years, i.e., from Dec. 25th, 2006 to Dec.
24th, 2056.



Article 7. The assignment fees for land use rights hereunder shall be 180
RMB Yuan per square meter, with the total amount of 8,618,940
RMB Yuan. The fees for assignment referred to hereunder shall
not include municipal infrastructure supporting fees and other
construction fees.



Article 8. Within 30 days after the parties hereto sign the contract, the
assignee must pay to the assigner 20% of the total amount of
assignment fees for land use
rights, namely 1,723,790 RMB Yuan as the earnest money for fulfilling the
contract. The earnest money shall be offset as the assignment fees
for land use rights.


 









 









Article 9. The assignee agrees to pay, within 60 days after the
signature of the contract by the parties hereto, the
assigner due fees for assignment of land use rights
amounting to 8,618,940 RMB Yuan.


The assignee agrees to remit the fees for assignment of land use rights required for payment
hereunder according to the stipulations above into the assigner’s opening bank: the Agricultural
Bank of China, Wuxi New District (WND) Branch, with the account name: Wuxi Municipal State Land and
Resources Bureau WMD Branch, and account No.: 635001040009707.




Chapter III Land Development, Construction & Utilization




Article 10. Before signature of the contract, the parties hereto have
conducted a field survey and validated boundary posts on all
boundary points according to coordinates indicated in the
attached Assigned Piece of Land Boundary Location Map. The
assignee shall properly protect the land boundary posts
without unauthorized changes. When the boundary posts are
damaged or moved, the assignee shall immediately submit to the
assigner the written report, applying for the duplicate
boundary measurement and resumption of boundary posts.



Article 11. When the assignee constructs the buildings within the land
piece hereunder, the following requirements must be complied
with:




	(1)	 	The nature of the building shall be to construct the project for industrial use;
	 
	(2)	 	The building floor area ratio (FAR): > 1.05;
	 
	(3)	 	The building density: > 49.7%;
	 
	(4)	 	The greening ratio: < 23.42%;
	 
	(5)	 	The building energy conservation shall be implemented as per the stipulations set forth in
Notice from Wuxi Municipal Construction Bureau on Implementation Opinions Concerning Further
Strengthening Newly Built Civil Construction Energy Conservation Management Work in Wuxi
Forwarded by Wuxi Municipal People’s Government Office [Xi Zheng Ban Fa (2005) No. 127].
	 
	(6)	 	Other planning requirements shall be implemented as per the stipulations set forth in
Regulations on Urban Planning and Administration Technologies in Jiangsu Province and Wuxi
City.




The assignee agrees that the total investment amount for the assigned piece of land hereunder
shall not be below 63 million USD. The assignee agrees that the investment amount for
project-fixed assets the assigned piece of land shall not be below 38 million USD, which has been
approved or registered on record. The investment intensity for the unit land area shall not be
below 6.84 million RMB per mu. Among them, the project fixed asset investment includes the
buildings, structures, equipment investments and land prices, etc..
    

The assignee agrees that the portion used for in-house administration, office and living service
facilities among the assigned piece of land shall not exceed 7% of the area of the assigned piece
of land, i.e., 3352 square meters. The assignee shall not
build non-production facilities, including full set of residences, expert residences, hotels,
guesthouses and training centers.




 









 








Article 12. The assignee agrees to start construction before April 8th, 2007, complete a
construction engineering work load with the construction area being no less than 25% of the
total construction area which can be built before Sept. 8th, 2007, and complete the
project construction as well as apply for completion check and acceptance before Sept.
8th, 2008. In case of failure to start construction as scheduled, the assignee
agrees that the state land administration department in WND readjusts the use of the plot
assigned to the assignee according to the requirements of WND. After the assignee finalizes
the clear date for start of construction, the state land administration department in WND
shall then provide the appropriate plot to the assignee according to the circumstances at the
time.
    

In case of delay in completion, the assignee shall submit the application with
full reason for delay to the consigner 30 days prior to the expiration of
construction term. When the consigner agrees on the delay in construction, the
dates for project completion and application for completion check and
acceptance can be postpones accordingly as per the time agreed on delay in
construction, provided that the delay period shall not exceed 3 months.



Article 13. When conducting construction within the assigned
piece of land, the assignee shall handle water,
electricity, sewage and other condition facilities
with the main pipelines outside the piece of land,
interfaces of power utilization and transformer
substations as well as the introduction engineering
according to relevant regulations. In respect of
urban construction management such as greening,
sanitation, environmental protection, firefighting
safety, traffic management, design and construction,
the assignee shall comply with the relevant
regulations of the state, Jiangsu Province and Wuxi
City.
    

The assignee agrees that the all kinds of conduits and pipelines laid by the
government for the needs of public utilities enter, exit, pass through and
cross the assigned piece of land; it shall guarantee that the governmental
administration, public security, firefighting, rescue workers together with
their emergency apparatuses and vehicles, etc. can smoothly enter the assigned
piece of land during conducting emergency relief or implementing public
services.



Article 14. Within 30 days since the date of paying off the fees
for assignment on land use rights according to the
stipulations set forth hereunder, the assignee shall
apply to the assigner for handling of land
registration according to the regulations with the
contract and the payment voucher on fees for
assignment on land use rights, receive State-owned
Land Use Certificate, as well as obtain use rights of
the assigned land.
    

The assigner shall, within 30 days since the date of receiving the application
for land registration, handle the registration of use rights of the assigned
land as well as issue State-owned Land Use Certificate to the assignee
according to the laws.



Article 15. The assignee must reasonably utilize the land
according to the laws. All its activities on the
assigned piece of land shall not damage or destroy
the
ambient environment or facilities, and the assignee shall be responsible for
compensating on losses incurred upon the state or others.


 









 






The assignee or its entrusted engineering construction units shall timely
repair or repeatedly lay damaged open trenches, water channels, cables and
other pipeline facilities and buildings, etc. within the neighboring sections
as a result of construction, and bear corresponding expenses. Within the term
of land use rights, the assignee shall properly protect the municipal
facilities within the piece of land without damage upon it, or it shall bear
all expenses required by the repair work.



Article 16. Within the assignment term, the assignee must utilize
the land as per the land utilization conditions
including land use, building floor area ratio,
building density and green land percentage as
stipulated hereunder. In case of needs in changes on
the land utilization conditions including land use,
building floor area ratio, building density and green
land percentage as stipulated hereunder, the relevant
approval procedures must be handled according to the
laws. Furthermore, the application must be submitted
to the assigner, and the approval from the assigner
must be obtained. The agreement on changing land use
right assignment contract shall be signed, or the
land use right assignment contract shall be resigned.
The fees for assignment of land use rights shall be
adjusted accordingly, and the land change
registration shall be processed.



Article 17. The government shall reserve the urban planning
adjustment rights on the piece of land hereunder. In
case of changes made to the original land utilization
plan, the existing buildings on the piece of land
will not be influenced. However, when the
alternation, renovation and rebuilding of buildings
and attachments on the piece of land within the use
term are made or the renewal is applied for upon the
expiration, the effective plan at the time must be
followed.



Article 18. The assigner shall not take back the land use rights,
obtained by the assignee according to the laws, prior
to the expiration of use lifetime stipulated
hereunder; in case that the land use rights must be
taken back in advance according to the needs of
social public interests under special case, the
assigner should submit a report for approval
according to the legal procedure, and grant the
assignee with the corresponding compensation based on
the values of aboveground buildings and other
attachments during the recovery plus the land use
right price of the remaining years.



Chapter IV Transfer, Rent and Mortgage of Land Use Rights




Article 19. After having paid all the fees for assignment of
land use rights as required by the stipulations
hereto, received of State-owned Land Use
Certificate, as well as obtaining the use rights of
the assigned land, the assignee shall be entitled to
transfer, rent and mortgage all or part of land use
rights hereunder. However, when it’s the first time
that the land use rights of the remaining years are
transferred (sold, exchanged or presented), the
assigner shall determine that it complies with the
conditions that the investment and development is
conducted as per the stipulations set forth
hereunder, and over 25% of the total development
and investment amount shall be completed.



Article 20. When the land use rights are transferred or
mortgaged, the transferring


 









 






and mortgaging parties
must sign written contracts on transfer and
mortgage; if the renting period of land use rights
exceeds six months, the lessor and lessee shall sign
written contract on renting.
    

The contract of transfer, mortgage and renting of land use rights shall not
violate the state’s laws, regulations and stipulations set forth hereunder.



Article 21. Along with the transfer of land use rights, the
rights and obligations clearly defined in the
contract and registration documents shall be
transferred. After transfer, the years for its land
use rights shall be the use life stipulated hereunder
less the remaining years after the years already
used. After all or part of land use rights hereunder
are rent, the rights and obligations clearly defined
in the contract and the registration document shall
be still borne by the assignee.



Article 22. Along with the land use rights being transferred,
leased or mortgaged, the aboveground structures and
other attachments will also be transferred, leased or
mortgaged. Along with aboveground structures and
other attachments being transferred, leased or
mortgaged, the land use rights will also be
transferred, leased or mortgaged.



Article 23. When the land use rights are transferred, leased or
mortgaged, the transferring, leasing or mortgaging
parties hereto shall, within 30 days since the date
of signing the corresponding contract, go to the land
administration department with the contract, relevant
contracts on transfer, lease or mortgage, as well as
State-owned Land Use Certificate for application and
handling of land registration.



Chapter V Term Expiration




Article 24. If the use years stipulated hereunder expire and the land user needs continued use of
piece of land hereunder, the land user shall submit renewal application to the assigner 360
days prior to the expiration. Except when it’s required by the social public interests to take
back the land hereunder, the assigner shall approve the application.
    

When the assigner agrees on the renewal, the assignee shall handle the
procedure of compensated use of land according to the laws, resign the contract
on compensated use of land with the assigner, as well as pay the fees of land
use with compensation.



Article 25. When the term of land assignment expires and the
assignee has not submitted the application for
renewal, or has not got approval according the
stipulations set forth in Article 24 hereunder
although applying for renewal, the assignee shall
return the State-owned Land Use Certificate, and the
assigner shall represent the state in taking back the
land use rights and handle the registration of
writing off state-owned land use rights.



Article 26. When the term of land assignment expires and the
assignee fails to apply for renewal, the land use
rights hereunder and aboveground structures and other
attachments shall be taken back without compensation
by the assigner on
behalf of the state, and the assignee should maintain the normal use functions
of aboveground buildings and other attachments without manmade damages. If the


 









 






aboveground buildings and other attachments lose their normal use functions,
the assigner can ask the assignee to move or remove aboveground buildings and
other attachments as well as resume the site leveling.



Article 27. When the land assignment term expires and the
assignee puts forth application for renewal while the
assigner doesn’t approve the renewal according to the
stipulations in Article 24 hereunder, the land use
rights shall be taken back by the assigner on behalf
of the state. However, regarding the aboveground
buildings and other attachments, the assigner should
provide the assignee with relevant compensations
based on the residual values of aboveground buildings
and other attachments during recovery.



Chapter VI Force Majeure




Article 28. Neither party hereto shall be responsible for part or all
non-performance thereof due to force majeure, but should take
all necessary corrective measures under the allowable
conditions so as to reduce losses resulting from force
majeure. Either party delaying in performance leading to force
majeure shall not be exempted from the responsibility.



Article 29. Either party encountering force majeure shall notify the other
party, in such written forms as letters, telegraphs, telefaxes
and faxes, the conditions of the event within 48 hours, and,
within 3 days after the occurrence of the event, submit to the
other party one report on reasons for non-performance of the
contract or part hereof, or needs for delay in performance.



Chapter VII Obligations for Breach of Contract




Article 30. The assignee must pay the fees for assignment of land use
rights in accordance with the stipulations set forth
hereunder. If the assignee fails to pay the fees for
assignment of land use rights due, he shall pay a penalty by
2‰ of the delayed payments per day since the date of delay in
payment to the assigner. If the assignee fails to pay off the
amounts due beyond 30 days, the assigner shall be entitled to
cancel the contract after notifying the assignee and take back
the land use rights. The assignee shall not be entitled to ask
for return of earnest money, and shall pay the compensation to
the assigner by 20% of all the fees for assignment of land.
The assigner shall deduct the earnest money, compensation and
penalty from the collected fees for assignment on land use
rights, and then return the balance to the assignee. The total
amount of penalty shall not exceed that of fees for assignment
of land use rights by 20%.



Article 31. When the assignee pays the fees for assignment on land use
rights as stipulated hereunder, the assigner must offer the
assigned land on time according to the agreement hereunder. If
the assigner fails to offer the assigned land on time
resulting in the assignee is delayed in occupying the piece of
land hereunder, the assigner shall pay a penalty to the
assignee by 2‰ of the already-paid fees for assignment on land
use rights of the unpaid land part for every delayed day. If
the assigner delays in delivering the land beyond 30 days, the assignee shall
be entitled to cancel the contract on land of unpaid part, and the assigner
shall return 


 









 






double earnest money for the land of unpaid part, and return the
other part of already-paid fees for assignment on land use rights for the
unpaid part of land. The assignee can ask the assigner to compensate on other
losses resulting from breach of contract on the unpaid part of land. The total
amount of penalty shall not exceed that for land use rights of unpaid part by
20%.



Article 32. The assignee shall conduct development and
construction according to the stipulation set forth
hereunder. In case that no construction and
development is not started beyond one year exceeding
the date for construction and development as
stipulated hereunder, the assigner can collect land
inactivity fees from the assignee; if no
construction and development is initiated beyond two
years, the assigner can take back the land use rights
without any compensation, except the delay in
construction and development resulting from the force
majeure, acts of the government and relevant
governmental departments or the initial-phase work
required by the construction and development.
    

When the assignee starts construction according to the date as stipulated in
Article 12 hereunder, but the already-developed and constructed area occupies
no more than one-third of the total construction area, or the already-invested
amount occupied no more than 25% of the total investment amount, and the
development and construction has been suspended for a full year without
approval, it’s also seen as land inactivity, and the assigner shall be entitled
to collected the fees on land inactivity to the assignee.
    

Both the assigner and the assignee agree that the fees for land inactivity as
stipulated in this article shall be collected by 15% of the total amount of
fees form assignment of land.



Article 33. If the assignee terminates the project investment and
construction due to its own reason and proposes to
the assigner to terminate the performance of the
contract and applies for return of land, the assigner
shall report it to the municipal people’s government
for approval, after which, it shall return all or
part of fees for assignment of land use rights
(excluding the interest rates) except the earnest
money as stipulated in Article 8 hereunder by
differentiating conditions and according to the
following stipulations, and take back the land use
rights. However, the as-built buildings and
structures within the piece of land shall not be
compensated. The assigner can also require the
assignee to remove all as-built buildings and
structures as well as resume the site leveling.
    

(1) When the assignee applies to the assigner in no less than 60 days prior to the expiration
of construction initiation date as stipulated hereunder, the assigner shall return the
already-paid fees for assignment on land use rights to the assignee after deduction of the
earnest money;
    

(2) When the assignee applies to the assigner in no less than 60 days prior to the expiration
of two years (more than one year but less than two years) from the construction initiation
date as stipulated hereunder, the assigner shall return the remaining already-paid fees for
assignment on land use rights to the assignee after
deduction of the earnest money as stipulated in Article 8 hereunder and
collection of the land inactivity fees as per the stipulations set forth in the
article.



 









 








Article 34. When the assignee reduces the project investment
scope due to its own reason resulting in the
inactivity of part of the construction-use land,
which possesses the conditions for division and can
be reused for development and construction, the
assignee must put forth application for returning
corresponding area of construction-use land 90 days
prior to the completion of project construction.
After getting approval from the municipal people’s
government, the assigner and the assignee shall enter
into the agreement on changing contract on assignment
of land use rights, whereby the assigner shall take
back the land use rights of the corresponding part,
and return the fees for assignment of land relating
to the recovered land to the assignee after the
deduction of corresponding percentage of earnest
money.



Article 35. If the assignee fails to compete the project
construction and apply for completion check and
acceptance as per the date stipulated in Article 12.1
hereunder or the otherwise agreed date approved for
delayed construction in Article 12.2, it shall pay to
the assigner a penalty by 0.5‰ of the total amount of
fees for assignment of land use rights for every
delayed day.
    

Within 60 days after the check and acceptance of project completion, the
assignee shall provide the assigner with the data on project completion, check
and acceptance as well as data relating to final cost and audit reports on
project completion, the assigner shall re-check the actual investment intensity
and land utilization intensity of the piece of land as per the investment
amount, investment density, land utilization density and other indexes as
stipulated in Article 11 hereunder. If the actual investment intensity and land
utilization intensity of the assignee fails to meet the indexes as agreed by
the parties hereto, the breach of contract exists, whereas the assigner shall
be entitled to charge a penalty and can ask the assignee to continue fulfilling
the contract.
    

If the total project investment amount, amount on fixed assets investment and
investment intensity of unit land area fails to reach the standard as
stipulated in Article 11 hereunder, the assigner can ask the assignee to pay a
penalty equal to the same-percentage fees for assignment of land use rights as
per the percentage of actual balance part among the agreed total investment
amount and investment intensity index.
    

If any index, either project building floor area ratio or building density,
fails to reach the standard as stipulated in Article 11 hereunder, the assigner
can ask the assignee to pay a penalty equal to the same-percentage fees for
assignment of land use rights as per the percentage of actual balance part
among the agreed standard.
    

If any index, either the greening percentage or the percentage of in-house
administration, office and residential service, exceeds the standard as
stipulated in Article 11 hereunder, the assignee should pay to the assigner a
penalty amounting to 10% of the total amount equal to fees for assignment of
land use rights, as well as remove the corresponding greening and building
facilities by
itself.



Article 36. If the land delivered by the assigner fails to reach
the conditions as


 









 






stipulated hereunder, it shall be
deemed as breach of contract. The assignee shall be
entitled to ask the assigner to fulfill the
obligations as per the stipulated conditions, as well
as compensate on the direct losses incurring upon the
assignee due to the delay in performance.



Chapter VIII Notice and Explanation




Article 37. The notices required or allowed by the contract shall become
effective upon delivery to the residence marked in the
contract.



Article 38. Either party making changes to notice, communication address
or opening bank and bank account shall notify the other party
the new address or opening bank and bank account to the other
party within 15 days after the change. The losses resulting
from delay in notice by either party shall be the
responsibility of the failing party.



Article 39. The parties hereto confirm that the assigner has fulfilled its
obligations of making full explanations and the assignee has a
full understanding of the relevant issued hereunder.



Chapter IX Applicable Laws and Dispute Resolution




Article 40. The signing, validity, interpretation, fulfillment and dispute
resolution of the contract shall be governed by the laws of
the People’s Republic of China.



Article 41. All disputes during execution or in connection with the
contract shall be settled through the consultations by the
disputing parties hereto. In case that no agreement in
reached, the parties hereto agree to submit it to Wuxi
Arbitration Council for arbitration.



Chapter X Supplementary provisions




Article 42. The plan for assignment of piece of land hereunder shall be
approved by Wuxi Municipal People’s Government, and the
contract shall become effective since the date of signature by
the parties hereto.



Article 43. The contract shall be made in sextuplicate possessing equal
legal validity, with the assigner and the assignee each
holding three copies.



Article 44. The contract includes 10 pages in total, and is formally
written in Chinese.



Article 45. The amount, area and other items hereunder shall be indicated
in both Chinese numerical and small letters, both of which
should be identical. In case of any discrepancy, the Chinese
numerical indication shall prevail.



Article 46.
The contract is entered into on
                    (Date) of 200 ___ in Wuxi,
Jiangsu, PRC.



 









 













(SEAL)

    
Piece of Land (Boundary Location) Map




Ximei Road

Meijingbang

Zastron Precision-Tech (Wuxi) Limited

Planned Xinyun S. Rd.

Clear Space

Wuxi 3-D Mapping Tech. Co., Ltd.

Mapped by: Li Xinzhuang           Checked by: Zhu Xiaojuan            April 28th, 2006




Lei Lai Fong




 









 





Article 47. Any matters not mentioned hereunder shall be taken as the attachment hereof after the
agreement by both parties, which shall possess the equal legal validity to the contract.



	 	 	 
	Assigner: Wuxi Municipal Bureau of State

Land and Resources (Seal)

	 	Assignee: Zastron Precision-Tech
(Wuxi) 

Limited (Seal)
	Legal Representative (Authorized Agent):

	 	Legal Representative (Authorized Agent):
	(Signature)

	 	(Signature) Lei Lai Fong
	Tel: 82756873

	 	Tel:
	Add: 77, Chongning Road, Wuxi City

	 	Add: No. A Plant, Plot B14,
Wuxi National High and New
Technology Industry
Development District
	Fax: 82756873

	 	Fax:
	Post Code: 214001

	 	Post Code: