exv4w57







Exhibit
4.57



Volume I

(Nine Volumes in Total)




Supplemental Agreement (I)




Zastron Wuxi Flexible Printed Circuit (FPC) Factory




Main Contract




Wuxi New District, China




July, 2008




Zastron Precision-Flex (Wuxi) Co., Ltd.

Employer




Parsons Brinckerhoff Engineering Technology (China) Co., Ltd. (Shanghai Branch)

Project Manager




The Eleventh Design & Research Institute of IT, Co., Ltd. 
Local
Designer




Levett & Bailey Charted Quantity Surveyors Ltd

Quantity Surveyor




Yixing Building Engineering & Installation Co., Ltd.

Main Contractor




 









 






Contents




Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Volume I
	 	 	 	 	 	 
	Supplemental Agreement (I)	 	 	1-5	 
	 
	 	 	 	 	 	 
	Appendix I:

	 	Form of Tender
	 	 	6	 
	 
	 	 	 	 	 	 
	Volume II to V
	 	 	 	 	 	 
	Appendix II:

	 	Correspondence delivered during
negotiation tendering for Mechanical and Electrical
Engineering (Details in Form of Tender)
	 	Stapled
separately
	Volume VI to IX

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Appendix III:

	 	Tendering and Bidding Documents for
Mechanical and Electrical Engineering
	 	Stapled separately
	 
	Appendix IV:

	 	Drawings Content
	 	Stapled separately






Wuxi New District, China

Zastron Flexible Printed Circuit (FPC) Factory 

Main Contract Project

Supplemental Agreement (I)

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Supplementary Agreement (I)




Zastron Wuxi Flexible Printed Circuit (FPC) Factory




Supplemental Agreement (I) of




Main Contract




The Supplemental Agreement is made and entered into




by and between



Zastron Precision-Flex (Wuxi) Co., Ltd. (hereinafter referred to as “Employer”) which registered
office is located at Site A64-2, Meicun Industrial Zone, Wuxi New District, China.




and



Yixing Building Engineering & Installation Co., Ltd. (hereinafter referred to as “Main Contractor”)
which registered office is located at Room 1802, Zhongyin Huilong Building, Suhua Road., Industrial
Park, Suzhou.




Whereas,





	(I)	 	The Supplemental Agreement is affixed to the Main Contract entered into by and between the
Employer and the Main Contractor on 22nd January, 2008.






	(II)	 	In respect of the Mechanical and Electrical Engineering of the Project which has been subject
to tendering and bidding, the Main Contractor has provided a unit price list for supply of
materials and a unit price list for installation (hereinafter referred to as “Bills of
Quantities”) to the Employer.






	(III)	 	The Employer now intends to assign the Main Contractor to implement and complete the
Mechanical and Electrical Engineering (hereinafter referred to as “Supplemental Agreement
Work”).





Wuxi New District, China

Zastron Flexible Printed Circuit (FPC) Factory

Main Contract Project

Supplemental Agreement (I)

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Supplementary Agreement (I)



Both parties hereof, upon mutual consultation, jointly consent to enter into the Supplemental
Agreement under the terms and conditions set forth below as the Supplemental Agreement of Main
Contract:





	(1)	 	Total Price of Supplemental Agreement






The Employer shall pay RMB Eighty Million Six Hundred and Sixty Thousand Only
(RMB80,660,000.00) (hereinafter referred to as “Total Price of Supplemental Agreement) to
the Main Contractor, or the amount payable stipulated in the Supplemental Agreement as the
consideration of the Main Contractor undertaking the Supplemental Agreement Work. The Total
Price of Supplemental Agreement comprises the following:



	 	 	 	 	 
	 	 	 	RMB
	 	Party A: Supply of materials
	 	 	72,338,000.00
	 	Party B: Mechanical and electrical installation
	 	 	8, 322,000.00
	 	 	 	 
	 	 	 	 	 	 
	 	Total
Price of Supplemental Agreement

	 	RMB80,660,000.00







The Total Price of Supplemental Agreement shall be an integral part of the Contract Price in
the Main Contract. The Contract Price therein shall increase correspondently and the
increased amount shall be the Total Price of Supplemental Agreement.




	(2)	 	Scope of Works under the Supplemental Agreement Work






The Scope of works under the Supplemental Agreement Work shall be executed and completed in
accordance with the Drawings covered in the Quantity Specification and Drawing List (See
Appendix (IV)) of the Tendering and Bidding Document for Mechanical and Electrical
Engineering (See Appendix (III)). The Supplemental Agreement Work shall be an integral part
of the Project under the Main Contract.




	(3)	 	Construction Period






The Main Contractor shall follow the construction schedule of the Main Contract, and execute
and complete the Main Contract (including but not limited to the Supplemental Agreement
Work) within the period specified in the Main Contract.




	(4)	 	Insurance






The “Contract Price” mentioned in Article 19 and Article 20 (3) (b) in the Main Contract
shall be increased in accordance with the provisions of Article (1) in the Supplemental
Agreement, and the sum-insured of all risks in the relevant project shall also be increased.
The increased amount shall be the Total Price of the Supplemental Agreement. The Main
Contractor shall be responsible for covering the insurance at its own expenses in accordance
with the adjusted Sum-insured.



Wuxi New District, China

Zastron Flexible Printed Circuit (FPC) Factory

Main Contract Project

Supplemental Agreement (I)

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Supplementary Agreement (I)





	(5)	 	Performance Bond






In respect of the performance bond under Article 31 in the Main Contract, the “Contract
Price” mentioned in “Amount of the Performance Bond” listed in the Appendices of the Main
Contract shall be increased correspondently in accordance with Article (1) in the
Supplemental Agreement, with an increasing amount equivalent to the Total Price of the
Supplemental Agreement; the amount of the Performance Bond shall also be increased
correspondently, with an increasing amount equivalent to ten percent (10%) of the Total
Price of the Supplemental Agreement, namely, RMB Eight Million Sixty-Six Thousand Only
(RMB8,066,000.00). The Main Contractor shall acquire the performance bond in accordance with
the adjusted amount of the performance bond and the relevant expenses shall be on the Main
Contractor’s own account.




	(6)	 	Compensation on Delay of the Construction Period






In respect of the compensation on delay of the construction period under Article 22 in the
Main Contract, the “compensation rate on delay” listed in the Appendices of the Main Contract
shall be increased in accordance with the increase of the Total Price of the Agreement
stipulated in Article (1) in the Supplemental Agreement, with an increasing amount of RMB One
Hundred Thousand Only (RMB 100,000.00) every day, wherein, the delaying time which is less
than one day shall be deemed as one full day. The Main Contractor shall be responsible on the
compensation on delay of the construction period to the Employer with the increased
compensation rate on delay.




	(7)	 	Warranty Fund and Warranty Fund Limit






In respect of the warranty fund and warranty fund limit under Article 30 (3) in the Main
Contract, owing to that the Total Price of the Main Contract shall be increased in
accordance with the regulations of Article (1) in the Supplemental Agreement, the warranty
fund and warranty fund limit mentioned in the Appendices of the Main Contract shall be
increased correspondently.




	(8)	 	Interpretation






Unless expressly stipulated in the Supplemental Agreement, the obligations, duties and
responsibilities undertaken by the Employer and the Main Contractor in accordance with the
Main Contract shall remain unchanged and shall be applicable to the execution of the
Supplemental Agreement. Where any variances or contradictions between the Supplemental
Agreement and the contents of the Main Contract exist, the true meanings of the Agreement
shall be interpreted preferentially in accordance with the express provisions of the
Supplemental Contract.




	(9)	 	Arbitration






Any disputes incurred by or related to the Supplemental Agreement shall be submitted to
China International Economic and Trade Arbitration Commission Shanghai Sub-Commission, and
shall be arbitrated in Shanghai in accordance with the existing and valid arbitration rules
of the Commission. The arbitration decision shall be the final judgment and binding on both
parties.



Wuxi New District, China

Zastron Flexible Printed Circuit (FPC) Factory

Main Contract Project

Supplemental Agreement (I)

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Supplementary Agreement (I)





	(10)	 	Appendices






The Supplemental Agreement comprises the following appendices, which herewith constitute a
part of the Supplemental Agreement:



	 	 	 	 	 
	 

	 	Appendix (I):
	 	“Form of Tender”
	 
	 	 	 	 
	 

	 	Appendix (II):
	 	“Correspondence delivered during negotiation tendering for
Mechanical and Electrical Engineering (Details in Form of Tender)”
	 
	 	 	 	 
	 

	 	Appendix (III):
	 	“Tendering and Bidding Documents for Mechanical and Electrical
Engineering”
	 
	 	 	 	 
	 

	 	Appendix (IV):
	 	“Drawings Content”






Wuxi New District, China

Zastron Flexible Printed Circuit (FPC) Factory

Main Contract Project

Supplemental Agreement (I)

H:/5784.2



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Supplementary Agreement (I)



(The remainder of this page intentionally left blank, only for signatures.)



Both parties sign and affix seals in the presence of witness:




	 	 	 	 	 
	Employer:

	 	Zastron Precision Flex (Wuxi) Co., Ltd.	 	 
	By Statutory

	 	 	 	Seal:
	Representative

	 	(Signature)
	 	 
	or Authorized
	 	 	 	 
	Representative

	 	Date: 10th July, 2008	 	 
	 

	 	 	 	(Seal of
	By the Witness
	 	 	 	Zastron Precision Flex (Wuxi)
Co., Ltd.)
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Date:               , 2008	 	 
	 
	Main Contractor:	 	Yixing Building Engineering & Installation Co., Ltd.
	By Statutory

	 	 	 	Seal:
	Representative

	 	(Signature)
	 	 
	or Authorized
	 	 	 	 
	Representative

	 	Date: 10th July, 2008	 	 
	 

	 	 	 	(Seal of
	By the Witness

	 	 	 	Yixing Building Engineering &
	 

	 	(Signature)

	 	Installation Co., Ltd.)
	 
	 	 	 	 
	 

	 	Date: 10th July, 2008	 	 






Wuxi New District, China

Zastron Flexible Printed Circuit (FPC) Factory

Main Contract Project

Supplemental Agreement (I)

H:/5784.2




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