exv4w13



 





EXHIBIT 4.13




Cooperation Agreement

between

Administration Committee of Wuxi National High and New

Technology Industry Development District

and

Zastron Precision-Tech Limited




Project Name: Zastron Precision-Tech (Wuxi) Limited




Party A: Administration Committee of Wuxi National High and New Technology 
Industry Development District



Party B: Zastron Precision-Tech Limited



In accordance with the relevant laws including Law of the People’s Republic of China on
Foreign-Capital Enterprises as well as relevant stipulations set forth by Jiangsu Provincial and
Wuxi Municipal governments, Party B plans to invest in Wuxi New District (WND) with the project of
LCD modules, electronic modules, digital communication products and others (hereinafter called “the
Project”). Through friendly consultations, Party A and Party B has reached an agreement on the
following items and entered into this agreement.




1. Project Investment




     Both parties agree that No. B14-A plot of Wuxi National High and New Technology Industry
Development District (approx. 71.9 mu, i.e., 47,957 square meters) (hereinafter called “the Plot”)
be set up as the investment location of the project. The specific location is shown in the
appendices. On delivery for use, the plot should be leveled without attachments, and power
(excluding cable costs), water, gas, heating, drainage, sewage, communication and other pipelines
should be connected, as the responsibility of Party A, to near the red line of the plot.



     Party B shall establish on the plot above a new wholly foreign owned enterprise (WFOE) named
“Zastron Precision-Tech (Wuxi) Limited” (hereinafter called “the new company”), with a
registered capital of USD$21,000,000 and a total investment of USD$63,000,000.



     Party B shall, within one week after registration and establishment of the new company, sign
with Wuxi Municipal Bureau of State Land and Resources The Contract on Transfer of Use Rights of
State-owned Land, stipulating that the transfer fees are 120,000 RMB Yuan per mu, the land is for
industrial use, and the lifetime is 50 years. The new company shall pay in full, as per the land
price of 120,000 RMB Yuan per mu, the transfer fees and deed taxes to Wuxi Municipal Bureau of
State Land and Resources. The specific articles on payment to Wuxi Municipal Bureau of State Land
and Resources for purchase of the plot shall be governed by The Contract on Transfer of Use Rights
of State-owned Land signed by and between the new company and Wuxi Municipal Bureau of State Land
and Resources.



     For the purpose of stimulating Party B to conduct self research and development and
technological innovations, Party A shall grant Party B with subsidies on technological initiation,
i.e., within one month after Party B would have completed the project registration and paid in full
the land transfer fees and deed taxes, Party A shall grant Party B or the new company with one-off
subsidies amounting to approximately 2,700,000 RMB Yuan out of the funds on technological
initiation (Specific amount shall be determined by the applications from Party B or the new company
as per the relevant regulations).



     The initial implementation plan for the project is as follows: Party B shall, within four
months upon the delivery of land by Party A, start the construction of main structure, and



 









 







complete
and put into production all the projects within 18 months since the date of formal ground breaking
(except those impacted by force majeure). In case of special circumstances occurring to Party B,
which require the delay in work initiation or completion, the written application can be put forth.



     The project is planned for implementation in No. B14-A plot of Wuxi National High and New
Technology Industry Development District. The land planned to be newly expropriated is
approximately 70 mu, and the newly constructed area is approximately 50,200 square meters, wherein
the production plant and office occupy approximately 46,320 square meters and the power plants
occupy approximately 3,840 square meters. The company will gradually establish and perfect the
conditions for research and development.



2. Policy on taxation support




     The new company, if being awarded as “High and new tech enterprise in Jiangsu”, shall be
collected on enterprise income taxes by 15% with the approval from the taxation departments.



     If the new company has an operation period for over ten years, the preferential policy on
exempting enterprise income taxes for two years and halving those for three years (hereinafter
called “two-exemption and three-halving”) shall be provided.



     If the new company falls under those to be stimulated as stipulated in Directory on Guiding
Foreign Investment Industries, the tariffs on import and value-added taxes during import shall be
exempted when it imports self-use equipment and supporting technologies, fittings, spare parts
within its business scope, except those listed in Directory on Imported Commodities Not to Be
Exempt from Tax in Foreign-invested Projects.



     The new company shall be listed into the key power-guaranteed units in WND. Uninterrupted
power supply shall be guaranteed as a priority.



     With adjustments in the state’s laws and policies on finance and taxation, the supporting
policy on finance and taxation hereunder will be adjusted accordingly.



3. Miscellaneous




     Party A shall assist Party B in signing the contract on land transfer with the state land
departments and transacting the procedures on land transfer as soon as possible. When necessary,
Party B can sign with relevant departments Memorandum of Understanding on Agreement, as the
supplementary articles on the contract on land transfer. Party A promises to assist Party B in
successfully purchasing the plot within two months since the date when Party B receives the
business certificates. If Party B fails to purchase the plot within the period agreed above due to
the cause of Party A and the delay exceeds one month upon the expiration of the above period, Party
B shall be entitled to cancel the cooperation agreement without the responsibility to purchase the
plot as well as cancel the newly established company.



     Both parties shall cooperate with each other to make Party B prepare all data required for the
registration of the new company, ensuring the completion of registration of the new company before
October 31st, 2006. The business invitation personnel shall assist Party B in handling
the report and approval work of the project until the reception of the business certificate.



     Party A shall fully assist the new company of Party B in obtaining the certification on such
qualifications as high and new technology enterprises.



     The agreement shall be made in quadruplicate, each party holding two copies with equal
legal validity. In case of any discrepancy between the agreement and the duly signed Contract on
Use Rights of State-owned Lands, the agreement shall prevail.



 









 





     When Party B signs the agreement, the new company has not got the approval from the relevant
departments. Upon establishment, the new company shall bear the rights and obligations relating to
Party B stipulated hereunder.



Party A: Administration Committee of Wuxi National High and New Technology Industry Development
District (Seal)

Authorized representative:

Signature:




Party B: Zastron Precision-Tech Limited

Authorized representative:

Signature:




Dated October 26th, 2006

In Wuxi, China