exv10w19






Exhibit 10.19




Lease Agreement




Party A (Landlord): Qingdao Jijia Electronics Co., Ltd



Address:
Middle of Konggang Road, Yuhuan Ling Industrial Park, Changyang District, Qingdao.




Legal
Representative: Zhao, Jiakuai




Party B
(Lessee): Qingdao Viasystems Telecommunications Technologies Co., Ltd




Address:


Legal
Representative: Daniel J. Weber




Whereas:





	a.	 	Party A needs lease a plant and relating facility for operations and sales of products
(hereinafter “Operations”) in China.
	 
	b.	 	Party A owns the plant and facility which is the subject of this lease and agree and has
obtained necessary permit to lease this plant and facility to Party A for use for Operations and
place of Operations. After mutual consultation, two Parties hereby agree the terms and conditions
as follows:





1. Term of the Lease





	1.1	 	The Term of Lease is three years from January 1, 2009 (“Commencement Date”) and will terminate
on Dec. 31, 2011 (“Expiration Date”). The Term may be modified by a separate supplement agreement
upon mutual consultation.
	 
	1.2	 	During the Term of the Lease, Party B must obtain Party A’s assent if Party B sublease the
Plant and facility to any third party.
	 
	1.3	 	Upon expiration of the Term or expiration of any extending term, as long as Party offers to
continue to lease this plant, Party A agrees to extend the Lease according to the rental
condition set forth in Section 3.2.




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	1.4	 	Upon execution of this Lease, Party A is responsible for registration of the Lease in local
administration authority with Party B’s assistance. Each party shall bear the cost and expense
respectively according to laws and provision of this Lease.





2. Address, Square, Function and Usage of the Property





	2.1	 	The address of the plant and relating facility (“Property”) lent by Party B is in Middle of
Konggang Road, Yuhuan Ling Industrial Park, Changyang District, Qingdao, China. the build-up
square measure are 6941.82 m2 (two stories plant) plus1661.58 m2
(Canteen), surrounding corridors, passageway for Party A’s free usage. Party A warrants the
Property is suitable for usage for the function of manufacture operation.
	 
	2.2	 	Party B may freely use the empty land/grass land to the east of the property
8000m2 Within 18 months from Commencement Date provided that Party B is responsible
for daily maintenance and cleaning up; In case Party B shall not have plan to expand the Plant
or operation facility after 18 months from Commencement Date, Party B shall not reserve the
land for Party B. In case Party B has plan to expand Plant and operation facility on the empty
land, Party A warrants it shall invest to build plant according to Party A’s requirements and
complete the construction of the plant and complement facilities within the time period agreed
by both Parties. Party A is entitled to lease the newly built Plant in the unit price set
forth in Section 3.2 of this Lease in the Term of the Lease and any extending term. Both
Parties shall enter into supplement agreement on the Lease of the newly built plant.
	 
	2.3	 	In case Party A need to rent part or all dormitory rooms operated by Party A, Party A warrants
it shall provide available dormitory rooms within three months after Party B raises lease request
and will ensure that Party B can rent the rooms with most preferable price and priority.
	 
	2.4	 	Party A shall construct commercial buildings on the land approximately 1,750 m2 in
front of and to the east of the Property. In case Party B needs to rent part or all of the newly
constructed commercial buildings, Party A shall lease the commercial building in unit price set
forth in Section 3.2 of this Lease with priority. Party A warrants it shall reserve the building
for




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	 	 	Party B till the expiration date of this Lease.





3. Security Deposit and Rental Rate





	3.1	 	The Lease Security Deposit is RMB 200,000 and will be credited to Party A within 10 days from
the date of execution of this Lease. Party A shall refund the Lease Security Deposit within 5 days
upon expiration of this Lease and upon Party B return the leased Property to Party A.
	 
	3.2	 	The rate of rental is RMB 10 per sqm monthly. Party A grant Party B free lease for the first
floor of the plant approximately 3470.91 m2 for in the first three months. (Party B
shall not pay the rental for this part from Jan. 1, 2009 to March 31, 2009). The monthly rental are
RMB51,325 per month from Jan. 1, 2009 to March 31. 2009 and are RMB 86,034 per month from April 1,
2009 to Dec, 31, 2011, all rental for the empty land and taxes are included. all expenses for
supply of water, electricity, telecommunication incurred in the Lease Term shall be paid by Party B
directly to the relating departments according to the governmental rules. Party A shall assist in
going through the procedure. Party A shall not charge any extra fees in addition to the fee rate
set forth by the local government. The rental remains unchanged during the three years Lease Term.
In case any extension of the Lease Term upon expiration of the Lease Term, the rental rate
increased in the second 3 years lease term shall not be no more than 3% compared with the prior 3
years Lease Term. Party B shall pay Party B the rental by installment twice a year, on Feb. 1 and
July 1 of each year. In case any delay of payment more than 10 days, a 0.5% daily rate shall be
applied to the due payment except for the delay involving dispute in payment of rental,
maintenance fee between Party A and Party B or caused by breach of responsibility by Party A.
	 
	3.3	 	Party A shall issue formal invoice to Party B five days prior collection of rental from Party
B.
	 
	3.4	 	Party B shall pay the rental by check.





4. Delivery of the Property





	4.1	 	Party A shall deliver the passion of the Property to Party B by and before Jan. 1, 2009. In
case of any delay of delivery by Party A the Commencement Date shall be subsequently postponed but
the postpone shall not be more than 30 days except for time agreed by both




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	 	 	Parties. The free lease period for Party B set forth in Section 3.2 shall also be postponed
accordingly. In case Party A fails delivery of possession of the Property to Party B more than 30
days from the Commencement Date, Jan. 1, 2009, Party B is entitled to terminate the Lease and Party
A shall refund the Lease Security Deposit paid by Party B and compensate loss and damages suffered
by Party B.
	 
	4.2	 	The Property shall be satisfy the purpose of Party B to rent the Property and is in normal
usable status, the facilities of water, electricity, firefighting, and environmental protection are
in good operating conditions for normal usage and comply with the standards required by regulations
on water, electricity, firefighting and environmental protection of Qingdao City. In case Party B
needs increase capacity or renovate the facilities, Party A shall ensure the existing facilities
can meet the capacity modification and renovation and be responsible for going through all
necessary procedure for increasing capacity and renovation. Party B shall ensure that the projects
including construction of commercial building, plant or adding electricity transformer or waste
water disposal plant or other operating facilities are in compliance with planning requirements by
local government.
	 
	4.3	 	In addition to existing transformers or electricity facilities, Party A shall furnish Party B
and install a new and unused transformer with capacity 315KVA free of charge to Party B. The power
cables shall be installed to designated positions in workshops. Party B shall be responsible for
the interior power cables in workshops. Party A shall complete installation of the transformer by
and before Jan. 1, 2009 and ensure it is in good operating condition and immediately usable status
at the time of delivery of possession of the Property to Party B. Party B shall procure at least
two years quality warranty and maintenance services from the supplier of the transformer. Party B
shall be responsible for routine maintenance of the transformer after expiration of quality
warranty period. Meanwhile, Party A shall reserve a space for installing an additional transformer
with capacity 315KVA and provide reasonable design. Party A shall be responsible for going through
approval procedure for usage of electricity in case Party B needs adding an additional transformer
with capacity 315KVA and Party B shall be responsible for reasonable expenses.




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	4.4	 	Party shall provide an new cargo elevator in the plant part of the Property, the elevator
capacity is 3 tons. Party A shall be routine maintenance and repair. Party A shall ensure the
elevator enjoys at least one year quality warranty period and on year free repair and maintenance
services by the elevator supplier from the date of Commencement Date. Party B shall be responsible
for maintenance of elevator after expiration of quality period.
	 
	4.5	 	Party A has installed two meters high enclosures wall to separate the area of dormitory from
area of plant.





5. Taxes





	5.1	 	Party A shall be responsible for all taxes relating to lease of the Property including but not
limited to property tax, operation tax, income tax, land use tax (expense) and any possible tax
levied on the Property and lease act of Party A. Other tax including stamp duty, registration fee,
and other relating tax and expenses shall be allocated between Party A as landlord and Party B as
Lessee according to applicable laws and regulations. Party B shall be responsible for all
registration procedures required.





6. Maintenance, repair and insurance of the plant building, special facilities, land space





	6.1	 	Party B enjoys exclusive right to use the Property, its special facilities and surrounding
empty land during the Lease Term.




Party B shall properly manage and use the Property and special facilities. Party A shall be
responsible for maintenance, repair, annual inspection of special facilities except for facilities
added by Party B to ensure the Property and special facilities are in reliable operating conditions
during the Leas Term. Party A warrants it will repair within three days upon request to any normal
wear and tear, quality problem of the plant and all damages not caused by Party B. In case Party A
fails to repair within such period or in any event that it requires Party A undertake immediate
maintenance or eliminate any risks occurred but Party A is unable to conduct promptly, Party B is
entitled to repair by it own or employ third party to repair or eliminate the risks and Party A
shall bear all repair expense incurred therefrom. Party B is entitled to deduct repair expenses
from the rental due in the next payment term or request Party A to pay the repair expenses within a
specific period of time. Party B is also entitled to




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	 	 	deduct the pro rata rental in the delayed period. Party A shall be responsible for all bodily
injury, property losses incurred in the repair or delay or negligence of repair by Party A and all
relating economic and civil liability.
	 
	6.2	 	Party B shall properly manage and use the Property and maintain its normal condition in
addition to normal wear and tear. In case any loss or damage incurred to the Property, the
responsible party shall bear the liability. Party A shall be responsible for loss and damages
caused by force majeure.
	 
	6.3	 	Party A reserves right to access to place of the Property for purpose of performing repair
responsibility provided it gives reasonable prior notice. Its repair activity shall not interrupt
or affect Party B’s normal usage and operations. Party A or its designated maintenance personnel
shall comply with Party B’s administration rules. Party A shall reasonably assist Party B in
properly managing and using the Property.
	 
	6.4	 	Party A shall purchase and maintain insurances for the Property and its special facilities
including liability insurances during the Lease Term and any extending term thereafter. Party B
shall purchase necessary insurances for its properties in the Property. In case any party fails to
purchase any insurance required by this Lease, the party shall be responsible for all damages and
losses incurred respectively.





7. Alteration of the Property





	7.1	 	Party B shall not alter the main structure or fundamental structure of the Property without
Party A’s written consent. During the Lease Term, in case Party B conduct any decoration,
renovation, modification, adding facilities and equipments without alter any main structure or
fundamental structure of the Property to meet the needs of Operations, Party A shall provide
consent in time and shall provide the original design/drawings of the plant and be responsible for
obtaining all necessary approvals and permits. In case any decoration, renovation, modification,
adding facilities and equipments to the Property may affect the main structure and fundamental
structure, Party B must conduct with Party A’s written consent. Party A shall be responsible for
obtaining all necessary approvals and permits. In case Party B conducts any




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	 	 	decoration, renovation, modification, adding facilities and equipments to the Property with Party
A’s written consent, upon expiration of the Lease Term or early termination of the Lease, Party B
is entitled to remove and move away the facilities and equipments decorated or installed by Party
B. Party A shall compensate Party B in reasonable price for those can not be removed or are
difficult to be removed or the removal likely damage Party A’s original facilities or equipments or
structure.






	7.2	 	In case Party B needs set up advertising boards on or surrounding the Property Party A shall
assist Party B go through all necessary approval process. Party B shall bear expenses.





8. Transfer of Ownership





	8.1	 	In case Party A transfers part or all ownership of the Property to third party, this Lease
shall bind the transferee. Party A shall ensure the transferee continue to perform this Lease.
Party A shall give three-moth prior written notice to Party B of any intended transfer of party or
all of the Property and Party B reserves right to continue the Lease or early terminate the Lease
with written notice. Party A shall reserve the first right of refusal to purchase the Property in
equivalent conditions. In case Party A fails to give prior notice or the transfer causes Party B
unable to use the Property in normal way, Party A compensate Party B six month rental as liquidated
damages and compensate losses suffered by Party B. In case Party B opts to early terminate the
Lease, Party A shall give Party B at least two months for Party B’s movement (“moving period”) and
refund all Lease Security Deposit and rental has paid by Party B for unused lease term to Party B.
The moving period is from the date of notice on termination. Party B is entitled free lease in the
moving period.





9. Warranty and Waiver





	9.1	 	Party A warrants on the Property on the following:
	 
	a.	 	meets the needs of Party B in manufacturing and selling Products;
	 
	b.	 	does not infringe property ownership of any third party;
	 
	c.	 	no any dispute on ownership of the Property;
	 
	d.	 	the building and facility of the Property are legal and safe and comply with requirements of
regulations on national environment and firefighting;




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	e.	 	no any other defects on the Property;
	 
	f.	 	warrants normal supply of water, electricity, telecommunication and other utilities for Party
B’s normal production and living on the Property;
	 
	g.	 	in case any creditor or security party of the Party A claim for realization of debt or security
interest, Party A shall give written notice to Party B within one working day upon receipt of
notice of creditor or security party, court judgment or arbitration award. In case any realization
of such debt or security interest limits Party B free enjoy the usage of and lease of the Property
under this Lease, it deems breach of the Lease by Party A, therefore Party A shall compensate Party
B with amount equivalent to six month rental as liquidated damages and compensate Party B all
losses incurred therefrom.
	 
	9.2	 	Party B shall be responsible for damages or other losses to the Property caused by its
negligence in mistaken and abusing use of the Property.





10 Terminations and Expiration of the Lease





	10.1	 	Party A is entitled to terminate this Lease with written notice in case Party B fails to pay
rental due more than 60 days and fails to cure within 30 days upon notice by Party A except for the
non payment caused by the dispute on rental, management fee or repair expenses or breach by Party A
to its responsibilities under this Lease.
	 
	10.2	 	Party B is entitled to terminate this Lease with written notice to Party A and require Party A
compensate losses suffered by Party B in case the normal supply of water, electricity and other
utilities were broken more than three days.
	 
	10.3	 	Except for the situations agreed upon to terminate this Lease, a Party is entitled to
terminate this Lease and claim liquidated damages equivalent to 30% of annual rental against the
breaching party and other damages in case the breaching party commits the followings:
	 
	a.	 	fails to perform the responsibilities set forth in this Lease and fails to cure or
reluctantly to cure after 30 days upon receipt of written notice from the counterparty;
	 
	b.	 	was announced bankruptcy or the Property was frozen, enforced or was transferred to a third
party according to legal process.
	 
	 	 	In case Party B terminate the Lease for above reason from Party B, Party A shall refund full




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	 	 	amount of Lease Security Deposit and the rental paid by Party B for the lease term that Party B
does not use the Property.






	10.4	 	Except for the situation set forth above and those set forth otherwise in this Lease, neither
Party may early terminate this Lease during the Lease Term and any extending lease term.
Otherwise, any Party which terminate this Lease without consent of the other Party, and the
actual lease term or the actual lease term after extension of the Lease is less than three
years, the Party which early terminates this Lease shall compensate the other party the rental
of the remaining lease term up to one year rental amount as liquidated damages.
	 
	10.5	 	In case Party B fails to return the Property to Party A in reason period of time upon
termination or expiration of this Lease (up to two months), Party A is entitled to move the
personal properties of Party B from the Property to a proper place for storage and Party B
shall bear all expenses and losses but Party A will not have any right to such personal
properties.
	 
	10.6	 	In case any severe earthquake or other natural disaster or war or any other unforeseeable and
unavoidable force majeure happens and causes any party unable to perform this Lease, the party
encounters the force majeure shall notify the other party in mail or facsimile and shall
provide details of such force majeure within 30 days and certificate that the Lease can not be
perform in whole or in part or the performance needs to delay. Such certificate shall be
issued by a notary public located in the place where the force majeure occurs, or it is
impossible to obtain such certificate, other competent evidence is allowed. The Party
experiencing the force majeure is waived from any liability.





11. Damages





	11.1	 	In case any Party willfully or negligently cause the damages to the Property the responsible
Party shall notify the other party of the damages and compensate the damages and losses suffered by
the other party due to the damages of the Property.




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12. Sublease





	12.1	 	Party B shall not sublease any part or whole of the Property without written consent of Party
A. Party A shall agree Party B sublease part of the Property provided that Party B in necessary
needs to reduce usage of part of the Property for purpose to adjust its operation scope.





13. Delivery





	13.1	 	Party B shall return possession of the Property to Party A within reasonable period in case
the parties do not extend the Lease upon expiration of the Lease and Party B shall deliver the
possession of the Property in situation after normal usage except for the followings:
	 
	a.	 	any repair, reconstruction, maintenance, modification and addition according to provisions of
this Lease;
	 
	b.	 	any losses, harms and damages to the Property and its special facilities cause by reasons other
than Party B’s failure;
	 
	c.	 	any harms or damages caused by Party A or its agent or visitors to Party A.





14. Confidentiality





	14.1	 	Any information now matter currently obtained by one party from the other party or intended to
provide including but not limited to the product design, production, financial status, engineering,
material, equipments, research, and trade secrets in relation to manufacturing and technology
information are all confidential information. Both parties shall keep confidential on the
confidential information. The party disclosing the confidential information to a third party
without consent of other party shall be responsible for all losses suffered by the other party.
	 
	14.2	 	Party B’s employees shall not approach other building or facilities except for the Property.
Party A’s employees shall not approach the Property and special facilities except for any other
needs for repair or management or usage of the Property with prior notice and consent of Party B.





15. Notices





	15.1	 	The notices in performance of this Lease by hand delivery, facsimile, prepaid registered mails
or certified mails was sent to the following address are deemed proper notices.




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Party A:




Address:




Telephone:




Facsimile:




Party B




Address:




Telephone:




Facsimile:





	15.2	 	In case any change of address, the changing party shall notify the other party according to
the provisions above, otherwise the address is deemed unchanged.





16. Governing law





	16.1	 	The construction and performance of his Lease shall be governed by PRC laws.





17. Dispute resolution





	17.1	 	Any dispute arising from this Lease or relating to this Lease shall be resolved through
amicable negotiation. In case amicable negotiation fails, the parties shall bring the dispute to
the district court where the Property is located.





18. Validity of the Lease and miscellaneous





	18.1	 	This Lease Agreement shall take effects from the date of signature of authorized
representative of both Parties and with company seals on.
	 
	18.2	 	This Lease Agreement constitutes entire agreement between the two parties on the subject
matters of this Lease and supersedes all prior agreement no matter in oral or written.
	 
	18.3	 	Any modification to this Lease Agreement to be effective must be concluded through the
signatures of authorized representatives together with company seals.
	 
	18.4	 	All appendices if any concluded according to this Lease Agreement and constitute part of




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	 	 	this Lease Agreement and have same legal effect to this Lease Agreement. In case any conflict
between the appendices and the Lease Agreement, the provisions of the Lease Agreement prevail.






	18.5	 	Any act delay or failure in exercising its rights hereunder by either Party does shall not be
deemed to constitute a waiver of rights and interest hereunder or permit or recognition of any
breach of the Contract. Nor shall it restrict, prevent or interfere with the continuous
exercise of such right at a later time or any other right, nor shall the foregoing cause the
breaching party to be liable in any way to the other party.
	 
	18.6	 	The headlines in this Lease Agreement are only for the reference and are not a part of this
Lease and affect the construction of this Lease Agreement.
	 
	18.7	 	This Lease Agreement is made in Chinese with four originals with same legal effect. Each Party
may hold two originals.





	 	 	 
	Party A

	 	Party B
	 
	 	 
	Authorized representative

	 	Authorized Representative
	 
	 	 
	Legal Representative

	 	Legal Representative
	 
	 	 
	Oct 18 2008

	 	Oct 18 2008







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