EX-4.2 6 dp17787_ex0402.htm EXHIBIT 4.2
 
Exhibit 4.2

Plant Facility Service Agreement
[Translation]

This Agreement is made by and between Chimei Innolux Corporation (hereinafter “Party A”) and Himax Display, Inc. (hereinafter “Party B”) on April 22, 2010.  The parties agree to the following terms and conditions with respect to the use by Party B of a plant facility located in Tainan Science and Industrial Park and owned by Party A and the services to be provided by Party A to Party B.

Article 1
Location of the Premises
 
1.1 
Party A agrees to provide a certain area of a plant facility located at 12 Nanke 8th Road, Tainan Science and Industrial Park, for Party B to research, develop, design, experiment, and establish a clean room for the production of Liquid Crystal on Silicon (L-COS).
 
1.2 
The square measure provided by Party A to Party B is 2980 squaremeters.

Article 2
Administrative Management
 
2.1
Personnel of Party B shall obey and act in compliance with all the administrative, management and operational regulations and processing directives of the plant.
 
2.2
Party B shall pay a management fee of NT$708,000 (tax excluded) to Party A monthly, as prescribed in Appendix I.
 
2.3
Party B shall buy all necessary insurances, liability insurances, or arrange necessary risk management measures for the benefit of the properties located and personnel worked in the premises.
 
2.4
Party B represents and warrants that business operations and production activities engaged within the premises will not disturb Party A as a result of an argument and/or dispute between a third person and Party B or its personnel. In the event where Party A, its representative, or personnel suffers, Party B shall be liable for the damages. If the damage is substantial, Party A is entitled to terminate this Agreement immediately.
 
2.5
With respect to payments of management fee, the following, without limitation, shall be taken into account:
 
 
1.
cost of land used;
 
 
 
1

 
 
 
 
2.
cost of plant construction;
 
 
3.
cost of monthly water and electricity supply; and
 
 
4.
cost of special gas and high-pressure electricity.
 
2.6
The management fee mentioned above may be adjusted reasonably and fairly upon the agreement of the parties based on the actual usage and costs of the premises.
 
2.7
When Party B moves to another office, it shall compensate Party A for the expenses in connection with remaining interior design, physical facilities and damages.

Article 3
Clean Room
 
 
Area to be used by Party B: Party A agrees to provide an area prescribed in Appendix II for Party B.

Article 4
Supply and Management of Energy
 
4.1
Party A shall provide power and energy for Party B’s L-COS production. Party B shall collaborate with Party A, providing Party A necessary assistance (such as planning on water and power usage), so that Party A may provide Party B all the necessary power and utility.
 
4.2
Party B shall, depending on the actual volume of its usage, pay Party A every month a fee of energy supply and management. Computation of such fee is prescribed in Appendix III.

Article 5
Confidentiality
 
5.1 
During the term of this Agreement, the parties shall treat thisAgreement, the information provided by the counter party, and/or any and all information of the counter party which may be known or accessed due to this Agreement confidential and shall not disclose to the third parties for any usage for the benefits of itself or others; the confidentiality obligation set herein shall survive even if this Agreement is expired or terminated.
 
5.2 
The parties shall enter non-disclose agreement including the sameconfidentiality obligations as set forth above with their employees to ensure their employees shall not disclose the other party’s trade secrets. If there is any breach of the confidentiality obligations set herein, the breaching party shall indemnify the damages incurred to the other party.

Article 6
Work Safety
 
 
 
2

 
 
 
6.1
Hazard Prevention Center and emergency response: Party B shall share the costs of supporting the Hazard Prevent Center in accordance with the area of its lease, which is prescribed in Appendix IV. Party B shall establish an emergency response team, which shall collaborate with Party A in emergencies in accordance with the emergency response procedures of Party A.
 
6.2
Fire control examination: Party B shall conduct maintenance and repair of fire control facilities within the premises, and share the costs prescribed in Appendix IV.
 
6.3
Public safety and hygiene management: Party B shall be responsible for providing safety and hygiene within the premises in accordance with the applicable laws and regulations, conduct public safety examinations in collaboration with Party A, and share relevant costs in proportion to the area it used.
 
6.4
Management of Party B’s contractors: Party B and its contractors shall comply with the contractors’ management rules promulgated by Party A, as prescribed in Appendix V.
 
6.5
Waste disposal: Party B shall, in accordance with applicable laws and regulations, dispose wastes generated in the course of producing L-COS.
 
6.6
Party B shall not store any illicit or illegal goods at Party A’s plant.
 
6.7 
Party B shall comply with the standard of applicable laws when releasing the waste gas and sewage; if Party B is seized by the governing authorities, environmental protection bureau, or Party A of any illegal emission which is attributable to Party B, Party B shall pay the fine to the authorities and Party A may issue a penalty statement to Party B and claim the penalty in accordance with item 9.4 of Contract Safety and Sanitation Penalty Clauses attached hereto; the penalty amount shall be then upon further agreement by the parties.
 
6.8 
If Party B breaches Section 6.7 set above, Party A may increase the waste gas or sewage process fee based on the breach and the price shall be then upon further agreement by the parties; however, if Party B repeatedly fails to meet applicable environmental protection regulation standard, and does not improve upon Party A’s notice, Party A may have Party B cease emission, and Party B shall handle the waste gas and sewage incurred thereof properly in compliance with applicable environmental protection regulations.
 
 
 
3

 
 
 
Article 7
Changes of Fees
 
7.1
In the event where Party B increases its staff or expands its area usage, it shall pay Party A additional fees regarding the area, water and power utilities and other fees.
 
7.2
In the event where extra fees are incurred due to Party B’s requirement regarding equipment (such as telephones) or its maintenance, such amounts shall become payable in the first month of the following year.

Article 8
Payments
 
Party A shall provide the figure due and issue invoices to Party B within three business days after the 30th day of every month (or similar time). Party B shall, within 30 business days after receipt of Party A’s provision of figure notification and invoices, remit the amount payable to a designated bank account of Party A; such remittance shall be done no later than the 15th day of every month.

Article 9
Maintenance
 
9.1
With respect to the usage and entry of the premises specified in this Agreement, Party B shall exercise due care as a faithful manager to safekeep, maintain, and repair relevant facilities, and shall comply with the management rules promulgated by Party A. With respect to facilities out of Party B’s reach (such as air conditioning and fire control system), Party B may engage Party A to provide assistance.
 
9.2
Party B shall not alter or add structures and exterior of the premises and the internal office facilities without Party A’ consent.

Article 10
Representations and Warranties
 
10.1
The parties represent and warrant that this Agreement is executed by their duly authorized representatives.
 
10.2
The parties represent and warrant that execution of this Agreement will not breach another contract, agreement, or obligation in any form having been made by either party with a third party.

Article 11
Breach and Remedies
 
If there is any breach of this Agreement by Party B, Party B shall not only cease such breach immediately, but also indemnify the damages incurred to Party A (including but not limited to the attorney’s fee). Party B agrees that Party A may file petition of temporary distrait,
 
 
 
4

 
 
 
temporary action, or other seizure procedure to protect its benefits or terminate this Agreement thereof if Party B’s breach of this Agreement causes any damages to Party A.

Article 12
Term and Termination
 
12.1
This Agreement shall become effective on January 1, 2010 and expire on December 31, 2010.
 
12.2
The term of this Agreement shall automatically extend by a period of one year unless with a written notice to terminate this Agreement within 60 days prior to its expiration.
 
12.3
This Agreement may be terminated if either party commits a breach or is financially exhausted, provided that the other party shall give such party a 60-days’ prior written notice.
 
12.4
This Agreement may be terminated at any time upon the written consent of both parties.
 
12.5
This Agreement shall terminate immediately in the event of liquidation, reorganization, or bankruptcy of either party.
 
12.6 
The detailed items of maintenances and maintenance fee may be amended annually upon the consent of both parties.

Article 13
Restoration
 
Upon the expiration or termination of this Agreement, Party B shall restore the premises at its own expense to its original condition. Fixtures and other property remaining on the premises shall be disposed of by Party A at Party B’s cost and expense.

Article 14
Amendment and Assignment
 
14.1
Amendment of this Agreement shall be done by duly authorized representatives of the parties.
 
14.2
Without prior written consent of the parties, this Agreement may not be assigned to any third person; provided, however, that in the event that Party B desires to terminate this Agreement as a result of a change in its business or an internal restructure, Party B shall notify Party A of such event immediately in writing. In the event of termination by the foregoing, Party B shall cause the new business affiliate to enter into an agreement with the same terms and conditions of this Agreement.  Until the new business affiliate enters into the aforementioned agreement with Party A, the termination of this Agreement pursuant to
 
 
 
5

 
 
this Article 13.2 shall not be effective.
 
14.3
Party B shall not permit any third person to use the premises without consent of Party A.

Article 15
Governing Law and Jurisdiction
 
The Parties agree that any and all disputes arising out of this Agreement shall be brought to Tainan District Court, Taiwan, as the governing court. The governing law shall be the laws of the Republic of China.

Article 16
Partial invalidation
 
16.1 
The non-affected part shall continue valid and effective when any clause of this Agreement is determined invalid.
 
16.2
Any addition, deletion and amendments to this Agreement shall be done in writing by the parties.
 
16.3 
The heading of each article and item in this Agreement is for the parties’ conveniences of references and reading and shall not be used to explain, restrict, or affect the meaning that each article and item shall refer.

Article 17
Integration
 
17.1 
The content of this Agreement and the appendices attached hereto evidence the complete agreement between the parties. The parties shall not be restricted by any mutual agreement or commitment made prior to this Agreement, if it is not stated in this Agreement or the appendices attached hereto.
 
17.2 
This Agreement and the appendices attached hereto are in the same effectiveness; however, if there is any conflict, this Agreement shall prevail.

Article 18
Assignment and Transfer
 
Unless with Party A’s written consent, Party B shall not assign and transfer its rights and obligations under this Agreement, in whole or in part, to third parties.

Article 19
Copies of Agreement
 
This Agreement is executed in two copies, with Party A keeping one copy and Party B keeping the other for records.
 
 
 
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Entered into by
 
/Seals/
 
Chimei Innolux Corporation
Representative: Liao Jin-xiang
Unified Code: 16130303
Address: 3 Section 1 Huan Xi Rd., Tainan Science and Industrial Park, Tainan County
Telephone: 06-505-1888
 
/Seals/
 
Himax Display Inc.
Representative: Wu Bing-sheng
Unified Code: 13111296
Address: 12 Nanke 8th Rd., Tainan Science and Industrial Park, Tainan County
Telephone: 06-505-6888

Dated this 22nd day of April, 2010
 
 
 
7

 
 
 
Appendix I - Management Fee for Himax Display Inc.

Category
Item
CHI MEI PLANT
Remarks
Cost
Depreciation
Unit Price (Depreciated)
Amount
Unit
Cost
Maintenance Cost
Total Cost
Location
Office Area 55%
   
151
410
n2
61,910
 
61,910
$500 per ping
Office Area Public Amenities 45%
   
151
335
n2
50,585
 
50,585
Clean Room 55%
   
151
1,047
n2
158,097
 
158,097
Clean Room Public Amenities 45%
   
151
857
n2
129,407
 
129,407
 
Outdoor Dock and Sewage Tank 55%
   
20
182
n2
3,636
 
3,636
 
 
Outdoor Dock and Sewage Tank 45%
   
20
149
n2
2,975
 
2,975
 
 
Sub-total
     
2,980
n2
   
406,610
 
 
 
 
 
8

 
 
 
Interior Decoration
Office Desk/ Chair/ Partition
-
6
-
1
Set
0
0
0
Already paid
Major Interior Decoration
1,300,178
26
4,167
1
Month
4,167
0
0
Total 59 month (January 2010 – November 2014): 1,300,178 – 4,167*59 = 1,054,325
Light Partition
1,950,000
26
6,250
1
Month
6,250
0
6,250
 
Ceiling
620,000
26
1,987
1
Month
1,987
0
1,987
 
Seamless Flooring
400,000
26
1,282
1
Month
1,282
0
1,282
 
Conference room Whiteboard/ Notice Board
-
6
-
0
Item
0
0
0
Already paid
Shoe Cabinet
-
6
-
0
Item
0
0
0
Already paid
Facility
Network Equipment
-
4
-
1
Month
0
0
0
 
Telephone System
-
6
-
1
Month
0
0
0
 
Air Conditioning
2,305,148
Equipment cost maintenance fee (effective from January, 2010)
 
21,344
1
Month
21,344
46,103
67,447
 
Electrical Equipment
853,400
7,902
1
Month
7,902
17,068
24,970
 
Firefighting Equipment
500,000
4,630
1
Month
4,630
10,000
14,630
 
Kitchen Equipment
433,609
6,022
1
Month
6,022
8,672
14,694
NT.15,740,000 per 1815 uses * 50 people
ID Card System
234,250
3,253
1
Month
3,253
4,685
7,938
NT.9,370,000 per 200 sets * 5 sets
Surveillance System
409,655
5,690
1
Month
5,690
8,193
13,883
NT.19,800,000 per 145 sets * 3 sets
Projector Screen
-
6
-
1
Month
0
0
0
Already paid
 
Sub-total
9,006,240
       
62,527
94,721
153,081
 
 
 
 
9

 
 
 
Electricity & Water
Water Cost
   
27
65
Person
1,755
0
1,755
Excludes clean room
Lighting/Operational Equipment Electricity Cost
   
148.3
410
m2
60,803
0
60,803
Excludes clean room
Air Conditioning Electricity Cost
   
108.8
410
m2
44,608
0
44,608
Excludes clean room
Fees
MIS Service Fee
     
1
Month
0
0
0
 
Office Cleaning
   
25,000
0.0
Man hour
0
0
0
 
Public Area Cleaning
   
112
65
Person
7,280
0
7,280
 
Green Belt Plants
   
41
65
Person
2,665
0
2,665
 
Lobby Reception
   
19
0
Person
0
0
0
 
Administration Service Fee
   
35,000
0
Person
0
0
0
 
Garbage Cleaning and Disposal
40Kg/person * 2.65
 
106
65
Person
6,890
0
6,890
NT.2,605/ton
Security
   
315
65
Person
20,475
0
20,475
 
Medical
   
50
65
Person
3,250
0
3,250
 
Washroom Supplies (e.g. toilet paper)
   
17
65
Person
1,105
0
1,105
 
Parking Space (13 basic parking spots)
           
0
0
For each space over 13, additional charge of NT.2300 per month
Fire Inspection
           
0
0
 
 
Sub-total
             
148,831
 
Total
Rent (excludes tax)
             
708,552
 
 
 
 
10

 
 
Appendix II - Engineering schematic

[omitted]
 
 
 
 
 
11

 
 
 
Appendix III

C.M.O.
LCM Plant Himax Display Opto-Electronics Project
Compressed Dry Air (CDA) Cost Calculation Table
Fixed Cost
(1) Investment Cost
Name
Total Investment Amount
Monthly Cost (amortized over 5 years)
Remarks
Screw Air Compressor
NT.13345716
NT.185358
 
Air Dryer
NT.8555144
NT.118822
 
Pipeline
NT.39484094
NT.548390
 
Sub-Total
NT.61384954
NT.852570 per month
 
(2) Land and Infrastructure Investment Cost
Amortized Monthly Total
(852570)/0.7*0.3
NT.365387 per month
 
(3) Equipment, Land and one-time Power Supply Work Total Investment Cost Monthly Interest
((1) + (2)) * 0.5% (annual interest rate 6%)
NT.6090 per month
  
Sub-Total: (1) + (2) +(3) = 852570 + 365387 +6090
= NT.1224047 per month
Fixed Cost:    1224047/8752 CMH = NT.140/CMH–month) = NT.0.194 CMH-HR)
Note: 8752 CMH: (2188 CMH/SET * 4 SETS = 8752 CMH)
 
 
 
12

 
 
 
Operating Cost
(1) Electricity Cost
Equipment Name
Monthly Power Consumption per Set
Number of Sets
Total Monthly Power Consumption
Total Monthly Electricity Cost
Screw Air Compressor
246KWH*24*30
4
4*246*24*30
NT.1204416
Air Dryer
51KWH*24*30
3
3*51*24*30
NT.187272
Sub-total:    NT.160/month-CMH
(2) Maintenance Cost
 
Equipment Name
 
Monthly Cost per Set
 
Number of Sets
 
Total Monthly Cost
 
Remarks
 
Screw Air Compressor
 
2043
 
4
 
8172
 
 
Air Dryer
 
19165
 
3
 
57495
 
Sub-total:     NT.7.5/month-CMH
Notes
1.The screw air compressor costs NT.2043/month for replacement of air filter, oil filter and lubricant.
2.The air dryer costs NT.19165/month for replacement of front filter, rear filter, final filter and activated carbon filter.
Sub-total: (1) + (2) = NT.167,5/month-CMH
Operating Cost:   NT.167.5/month-CMH/30/24=NT.0.23 CMH-HR
Total
Cost
Fixed Cost + Operating Cost
= NT.0.194 CMH-HR + NT.0.23 CMH-HR
Remarks:
The total capacity of the four screw air compressors:  8752CMH
(Each compressor rated at 2188CMH)
 
 
 
13

 
 
 

C.M.O.
LCM Plant Himax Display Opto-Electronics Project
DCC System Cost Calculation Table
Fixed Cost
(1) Investment Cost
Equipment Name
Total Investment Amount
Monthly Cost (amortized over 5 years)
Remarks
Pump (includes engineering)
NT.19000000
NT.263889
 
Pipeline work
NT.39000000
NT.541667
 
Sub-total
NT.58000000
NT.805556
per month
 
(2) Land and Infrastructure Investment Cost
Amortized Monthly Total
(805556)/0.7*0.3
NT.345238 per month
(3) Equipment, Land and one-time Power Supply Work Total Investment Cost Monthly Interest
((1) + (2)) * 0.5%
 NT.5753/month
Sub-total: (1) + (2) + (3) = 805556 + 345238 + 5753
= NT.1156547 per month
Fixed Cost:   1156547/2410RT = NT.479/RT-month
Note:
2410RT: (heat exchanger 2430000Kcal/HR*3 SETS
= 7290000Kcal/HR/3024
= 2410RT)
 
 
 
14

 
 
 
Operating Cost
(1) Electricity Cost
Equipment Name
Monthly Power Consumption per Set
Number of Sets
Total Monthly Power Consumption
Total Monthly Electricity Cost
DCC refrigerated water pump
75kwh*24*30
3
75kwh*24*30*3
NT.91800
Sub-total:    NT.91800 per month
(2) Maintenance Cost
Equipment Name
Monthly Cost per Set
Number of Sets
Total Monthly Cost
Remarks
DCC refrigerated water pump
1666
3
4998
 
Sub-total:    NT.4998 per month
Note: Pump maintenance (bearing lubrication, axel maintenance and calibration) is approximately NT.1666 per month.
Sub-total: (1) + (2) = 91800 + 4998 = 96798 per month
Operating Cost: 96798/2415RT/30/24 = NT.0.056/RT-HR
Total
Cost
Fixed Cost + Operating Cost = NT.479/RT-month + NT.0.056/RT-HR
 
 
 
15

 
 
 
C.M.O.
LCM Plant Himax Display Opto-Electronics Project
Nitrogen Gas Cost Calculation Table
Fixed Cost
(1) Investment Cost
Equipment Name
Total Investment Amount
Monthly Cost (amortized over 5 years)
Remarks
Pipeline
NT.3000000
NT.41667
 
       
       
Sub-total
NT.3000000
NT.41667 per month
 
(2) Land and Infrastructure Investment Cost
Amortized Monthly Total
(41667)/0.7*0.3
NT.17857 per month
(3) Equipment, Land and one-time Power Supply Work Total Investment Cost Monthly Interest
((1) + (2)) * 0.5% (Annual interest at 6%)
 NT.298 per month
Sub-total: (1) + (2) + (3) = 41667+ 17857 + 298
= NT.59822 per month
Fixed Cost:   NT.59822 per month
Operating Cost
1KG LN2 = 0.8M3GN2
 
Expended Cost
= (Actual cumulative nitrogen gas usage / 0.8) * NT.3.1/KG-LN2
Operating Cost:
(Actual cumulative nitrogen gas usage / 0.8) * NT.3.1/KG-LN2
Total
Cost
Fixed Cost + Operating Cost = NT.59822/month + (actual cumulative nitrogen gas usage/0.8)*NT.3.1/KG-LN2
Remarks:
 
 
 
16

 
 
 
C.M.O.
LCM Plant Himax Display Opto-Electronics Project
Refrigerated Water System Cost Calculation Table
Fixed Cost
(1) Investment Cost
Equipment Name
Total Investment Amount
Monthly Cost (amortized over 5 years)
Remarks
Refrigeration unit including engineering
NT.64254860
NT.892429
 
Pump including engineering
NT.24270000
NT.337083
 
Water Cooling Tower including engineering
NT.28607105
NT.397321
 
Pipeline work
NT.67500000
NT.937500
 
Sub-total
NT.184631965
NT.2564333
per month
 
(2) Land and Infrastructure Investment Cost
Amortized Monthly Total
(2564333)/0.7*0.3
NT.1099000 per month
(3) Equipment, Land and one-time Power Supply Work Total Investment Cost Monthly Interest
((1) + (2)) * 0.5%
NT. 18317 per month
Sub-total: (1) + (2) + (3) = 2564333 + 1099000 +18317
= NT.3681650/RT-HR
Fixed Cost: 3681650/8880RT = NT.434.8/RT-month
= NT. 0.604 RT-HR
Note: 8880RT: (Heat recovery 460RT * 3 SETS + 1250RT * 6 SETS
=8880RT)
 
 
 
17

 
 
 
Operating Cost
(1) Electricity Cost
Equipment Name
Monthly Power Consumption per Set
Number of Sets
Total Monthly Power Consumption
Total Monthly Electricity Cost
1250RT refrigeration unit
812KWH*24*30
6
812KWH*24*30*6
NT.3507840
460RT refrigeration unit
360KWH*24*30
3
360KWH*24*30*3
NT.777600
Secondary refrigerated water pump
150KWH*24*30
4
150KWH*24*30*4
NT.432000
Cooling water pump
75KWH*24*30
6
75KWH*24*30*6
NT.324000
Cooling water pump
5 KWH*24*30
3
6 KWH*24*30*3
NT.120960
Refrigerated water pump
30KWH*24*30
6
30KWH*24*30*6
NT.129600
Refrigerated water pump
23KWH*24*30
3
23KWH*24*30*3
NT.49680
Water cooling tower fan
45KWH*24*30
6
45KWH*24*30*6
NT.194400
Sub-total:    NT.5536080 per month
(2) Maintenance Cost
Equipment Name
Monthly Cost per Set
Number of Sets
Total Monthly Cost
Remarks
1250RT refrigeration unit
12500
6
7500
 
460RT refrigeration unit
1250
3
37500
 
Secondary refrigerated water pump
1666
4
6664
 
Cooling water pump
1666
6
9996
 
Cooling water pump
1666
3
4998
 
Refrigerated water pump
1666
6
9996
 
Refrigerated water pump
1666
3
4998
 
Water cooling tower fan
5000
6
30000
 
Sub-total:   NT.179152 per month
Sub-total: (1) + (2) = 5536080 + 179152 = NT.5715232 per month.
Note:
 
1.     Maintenance for main refrigeration water unit (cleaning condenser, replace oil filter, clean distillation unit, replace refrigeration oil) costs approximately NT.150000 a year, or an average of NT.12500 per unit each month.
 
2.     Maintenance for the water cooling tower (cleaning basin, maintenance of speed reduction gear, replacement of speed reduction gear oil( costs approximately NT.60000 a year, or an average of NT.5000 per unit each month
 
3.     Maintenance for pumps (bearing lubrication, maintenance of axels and calibration) costs approximately NT.20000 a year, or NT.1666 per unit each month.
Operating Cost:  5715232/8880RT/30/24 = NT.0.893/RT-HR
Total
Cost
Fixed Cost + Operating Cost = NT.0.604/RT-HR + NT.0.893/RT-HR
= NT.1.497/RT-HR
 
 
18

 
 
C.M.O.
LCM Plant Electricity System Cost Calculation

(1) A total of 26 high and low voltage distributors are related to Himax Display

1.
Share in for one-fifth of the burden for the following distributors

3002-ESG-001~ 3002-ESG-005
3002-ESG-T01
3002-GT-001 ~ 005
3002-GR-001 ~ 3002-GR-005

Total: NT.3433800
One fifth is therefore NT.686760

2.
Share in one half of the burden for the following distributors

2002-SB-250
2002-SB-T50
2002-SB-150
2002-SB-242F
2002-SB-131H”
2002-ESB-T81
2002-ESB-191D”
2002-ESB-291d”
2002-ESB-281D
2002-ESB-T91”

Total: NT.3898099
One half is therefore NT.1949050

3.
Emergency Power Supply

Total construction cost is NT.50 million, with Himax Display Opto-Electronics’s share being:


50000000/5*0.4 = NT.4000000
 
 
 
19

 
 
 
(2)   From the above, if amortized over five years by LI-CHING Opto-Electronics, the fixed cost are:

4000000/6/12 = 55556
+
7457398.5/6/12 = 36609

NT. 92165

(3)   The above are the fixed costs, while the variable cost is calculated using the following equation:

LI-CHING Opto-Electronics’ monthly power consumption
* Taipower’s listed hourly rate
* 1.2
 
 
 
20

 

 
C.M.O.
LCM Plant Himax Display Opto-Electronics Project
Hot Water System Cost Calculation Table
Fixed Cost
(1) Investment Cost
Equipment Name
Total Investment Amount
Monthly Cost (amortized over 5 years)
Remarks
Heater (1000KW, 217RT)
NT.2593800
NT.36025
 
Heater Pump
NT.105090
NT.1460
 
Primary Hot Water Pump
NT.229163
NT.3182
 
Secondary Hot Water Pump
NT.394755
NT.5483
 
Pipeline
NT.3312709
NT.46009
 
Sub-total
NT.6635517
NT.92159
per month
 
(2) Land and Infrastructure Investment Cost
Amortized Monthly Total
(92159)/0.7*0.3
NT.39497 per month
(3) Equipment, Land and one-time Power Supply Work Total Investment Cost Monthly Interest
((1) + (2)) * 0.5% (Annual interest at 6%)
NT.658 per month
Sub-total: (1) + (2) + (3) = 92159 + 39497 +658
= NT.132314 per month
Fixed Cost: 132314/434RT = NT.305/RT-month = NT.0.424/RT-HR
Note:
434RT: (one heater hot water RT index
= (290 gallon * 3.785 liter) * 10 temperature difference * 1 specific heat capacity * 60 minute / 3025 Calorie-hour = 217RT) * 2 SETS
= 434RT
 
 
 
21

 
 
 
Operating Cost
(1) Electricity Cost
Equipment Name
Monthly Power Consumption per Set
Number of Sets
Total Monthly Power Consumption
Total Monthly Electricity Cost
Heater
1000KW*0.8*24*30
2
2*1000KW
*0.8*24*30
NT.1958400
Heater Pump
2.2KW*0.8*24*30
2
2*2.2KW
*0.8*24*30
NT.18957
Primary Hot Water Pump
5.5KW*0.8*24*30
3
3*5.5KW*0.8
*24*30
NT.16157
Secondary Hot Water Pump
22KW*0.8*24*30
3
3*22KW
*0.8*24*30
NT.6463
Sub-total:   NT.1999977 per month
(2) Maintenance Cost
Equipment Name
Monthly Cost per Set
Number of Sets
Total Monthly Cost
Remarks
Heater
1000
2
2000
 
Heater Pump
1666
2
3332
 
Primary Hot Water Pump
1666
3
3332
 
Secondary Hot Water Pump
1666
3
3332
 
Sub-total:  NT.11996 per month
Note:
Maintenance for pumps (bearing lubrication, maintenance of axels and calibration) is approximately NT.1666 per set each month.
Maintenance for heater and cleaning of electric heater is approximately NT.12000 a year, or around NT.1000 per set each month.
4. Sub-total: (1) + (2) = 1999977 + 11996 = NT. 2011973 per month
Operating Cost:  2011973/434RT/30/24 = NT6.4RT-HR
Total
Cost
Fixed Cost + Operating Cost = NT.0.424/RT-HR + NT6.4/RT-HR
Remarks
The total for two heaters: 434RT (217RT per set)
 
 
 
22

 
 
 
Himax Display Opto-Eletronics Hyperpure Water Charges

 
Year 2003
     
Year 2004
 
Month
September
October
November
December
January
February
Hyperpure Water Usage (M3)
100
         
Monthly Sewage Charge
0
         
Cumulative Flow Rate at Start of Month
100
         
Cumulative Flow Rate at End of Month
200
         
Hyperpure Water Charge =
Monthly Volume (M3) * unit price
Unit price
Monthly Sewage Charge * 1.3
Monthly Sewage Charge
   
 
100
40
1.3
5200
   

 
 
23

 
 

 
C.M.O.
LCM Plant Himax Display Opto-Electronics Project
Sewage Treatment Charges Calculation Table
Fixed Cost
(1) Investment Cost
Equipment Name
Total Investment Amount
Monthly Cost (amortized over 5 years)
Remarks
Flow meter
NT.50000
NT.695
 
       
Sub-total
NT.50000
NT.695 per month
 
(2) Land and Infrastructure Investment Cost
Amortized Monthly Total
NT.695/0.7*0.3 = 298
NT.298 per month
(3) Equipment, Land and one-time Power Supply Work Total Investment Cost Monthly Interest
((1) + (2)) * 0.5% (Annual interest at 6%)
NT.5 per month
Sub-total: (1) + (2) + (3) = 695 + 298 +5 = NT.998 per month
Fixed Cost:  NT.850 per month
Operating Cost
(1) Electricity Cost
Equipment Name
Monthly Power Consumption per Set
Number of Sets
Total Monthly Power Consumption
Total Monthly Electricity Cost
Sewage Pump
7.5KWH*24*30
2
10800kw.hr
NT.19440
         
Sub-total:    NT.19440 per month
(2) Sewage Treatment Cost
Equipment Name
Monthly Cost per Set
Number of Sets
Total Monthly Cost
Remarks
Sewage 1 ton
NT.18/month
1
 
Calculated by volume
         
 
 
Operating Cost: NT.19440 per month
Total
Cost
Fixed Cost + Operating Cost + Pipeline Charge
= NT.998/month + NT.19440/month
= 20438 + Pipeline Charge * 1.3
Pipeline Charge is calculated using actual sewage volume.
Remarks:
 
 
24

 
 
Appendix IV

I. Himax Display Opto-Electronics Fire and Maintenance Fees


Total Annual Cost
Floor Square Measure M2
Price/M2/Year
Rental M2
Rental Cost/Year
Interest 5%/Year
Monthly Cost
Average Cost/M2/Month
Average Unit Cost/Ping/Month
1,512,000
206,569
7.32
2,980
21,812
1,091
1,909
0.6
2.1
Remark I: Square measure of building A is the references for calculating unit cost.
Remark II: The main purpose of this cost is for fire control examination and maintenance.


II. Emergency Services Center

Full-time-indirect personnel labor cost NT495/hr
Basic working hours 8.5hrs/day, 20days/month, 12 months/year, 2040hrs/year (240days/year)
Precaution labor cost per month 495*24*365/12=4336200/12=361350
 
Total Annual Cost
Floor Square MeasureM2
RentalM2
Unit Cost/M2/Month
Unit Cost/Ping/Month
361,350
206,569
2,980
1.7
6
 
 
 
25

 
 

 
Appendix V

CHI MEI ELECTRONICS CORP.

Contractor Safety and Sanitation Penalty Clauses

Category
Item
Violation
Disposal
Penalty Amount
(NT)
Work Permit
1-1
Did not return daily work permit on time (including emergency maintenance sheet, special operation checklist).
Review and Improvement
1,000 each
1-2
Work permit or Inter Link by-pass application not displayed at work site (ready for examination in case of display difficulty).
Improvement and then return to work
1,000 each
1-3
Use of equipment not verified for use by this company. (Such as arc welders); or alteration after verification without re-verification
No use of such equipment
5,000 each
1-4
Did not apply for work permit or a permit for special operations. (such as elevation, sealed space , use of naked flame, combination and allocation of construction frame, electricity transmission, disassembly/ dig of dangerous pipe, suspension, Inter Lock by-pass, open line operation…and etc.)
Suspension of work
5,000 each
1-5
Use of dangerous equipment regulated by applicable laws not performed by qualified certificate (including personnel involved in work)
Suspension of work
above10,000
1-6
Did not attend the work safty meeting held by the outsourcing contractor; or did not notify the personnel or subcontractors involved in work with the resolutions and meeting minutes made by such meeting.
Suspension of work
above10,000
1-7
Contractor did not hold workbox meeting prior to that day (or tomorrow’s) operations; did not hold a co-operation meeting to appoint a co-operation supervisor; did not pan and implement the auto check and keep records for examination.
Improvement and then return to work
3,000 each
 
 
 
26

 
 
 
 
Plant Maintenance and Security
2-1
Photographed or videotaped without permission (traditional camera-->confiscate film; digital camera-->delete memory).
Expel from the fab
3,000 each
2-2
Unauthorized removal or use of items such as the company’s electrical equipment and warning signs etc.
Improvement and then return to work
3,000 each
2-3
If causing equipment damages, the contractor is responsible for immediately arranging for its repair.  (including other contractors’ equipment)
Immediate repair
3,000 each
2-4
Personnels negligence that may result in the companys asset or personnel damages and losses (Indemnification shall be made subject to the real price of damages and losses which may occur.)
Review meeting
3,000 each
2-5
Unauthorized use of electrical (must use authorized electrical distribution board), water or gas sources.
Improvement and then return to work
10,000 each
2-6
Operation without appropriate isolation or protection measures that activates the alarm system
Suspension of work
above 10,000
2-7
No appropriate protection measures taken against events with potential risks.
Suspension of work
above 10,000
Command and Control Operations
3-1
Personnel involved in work did not dress appropriately, wear badge on obvious place, or comply with the working rules to rest or dine in the rest area.
Improvement and then return to work
500 each
3-2
Did not wear safety hamlet when riding motorcycle on site (wearing working hamlet would be deemed as no wearing of safety hamlet.)
Expel from the fab
500 each
3-3
Personnel Management:
Personnel operated without working permit or wearing identification badge (such as working on site wearing a guest badge), or carried or drank alcoholic beverages. (such as Whisbih type drinks), betel nuts and other contraband goods.
Review and improvement
3,000 each
3-4
Vehicle Management:
Vehicle did not have identification badge, did not parked as directed, or blocked traffic;
drove a vehicle at a speed which caused risks of danger (exceeding the speed limit of each site; if there was no specific speed limit, the speed limit should be 20Km/hr).
Expel such personnel and vehicle from the fab
3,000 each
3-5
Contractor’s site supervisor and safety/sanitation personnel did not attend safety and sanitation related meeting held by this company without causes.
Review meeting
3,000 each
3-6
No personnel on site to command and coordinate when discharging of cargo.
Improvement and then return to work
3,000 each
3-7
Safety/Sanitation supervision personnel not appointed at site or such personnel did not wear identification vest/armband.
Improvement and then return to work
3,000 each
3-8
Personnel involved in work did not complete the safety and sanitation training course before starting work inside plant.
Expel from the fab
5,000 each
3-9
Special operations with less than two personnel in co-operation (such as elevation, sealed space , use of naked flame, combination and allocation of construction frame, electricity transmission, disassembly/ dig of dangerous pipe, suspension, Inter Lock by-pass, open line operation…and etc.)
Improvement and then return to work
5,000 each
3-10
Using other personnel’s identification badge to enter the site; personnel or vehicle entering or leaving the plant without the permission of the security staff.
Expel from the fab
10,000 each
3-11
Special operations, no commander/ supervisor or relevant operation manager appointed on site (such as elevation, sealed space , use of naked flame, combination and allocation of construction frame,…and etc.)
Suspension of work
10,000 each
3-12
Did not comply with relevant signed recycling field regulations (such as covering protection mask when carrying and delivery flakily waste, leaving fab records, …and etc.)
Review meeting
5,000 each
 
 
 
27

 
 
 
 
Work Safety
4-1
Personnel did not wear or use safety equipment properly (e.g. helmet, harness, mask etc.) or used inadequate safety equipment;  personnel crossed or entered the restricted area not for operation purposes or otherwise without permission.
Improvement and then return to work
3,000 each
4-2
Improper lighting that may cause risks of danger during operation.
Improvement and then return to work
3,000 each
4-3
Did not retrieve the blind flange after operations on it, or did not put alarm device (triangular pyramid connecting rod warning tape fence) if not retrievable
Improvement and then return to work
5,000 each
4-4
Did not apply to remove safety equipment, or did not restore safety equipment immediately.
Improvement and then return to work
5,000 each
4-5
Open surface: no appropriate safety measure in digging operations; no warning signs; no sufficient safety protection to open surface.
Improvement and then return to work
5,000 each
4-6
Hazardous work sites that should regulate the movement of personnel not involved in the work (suspension, arc welding, cutting etc.) not displaying warning signs and area not properly closed off. (e.g. warning tape)
Improvement and then return to work
5,000 each
4-7
Elevated Operations:
Used movable stairs without co-operation; stood on the top of movable stairs to conduct construction; moved the construction frame(stairs) with personnel on it; did not use safety harness or vertical safety lines, vertical safety materials made from steel rope, nylon rope, synthetic fiber, or such materials permitted by applicable regulations; did not install safety nets, edge guard ropes or other similar safety facilities; used non-approved personnel transportation equipment; or did not take other safety measures required by applicable regulations.
Improvement and then return to work
5,000 each
4-8
Construction shelf:
Construction shelf without protection fence or armrests, or footrest overlaps without full coverage, scabbard, wall draw bar, cross link shaft or slanting support; construction with non-safety ladders (including dangerous slope); operation without constructing or fixing the safety shelf; no crosspiece at the end; did not completely fix the construction shelf brake; did not construct or use external extension shelf; or did not take other safety measures required by applicable regulations.
Forbidden use of such equipment
 
5,000 each
4-9
Crane Operations:
Crane or reel not fitted with safety latch; did not install/use reel over-speed device; wire rope broken, deformed or rope end not properly treated; iron holding rope (belt) with broken strand, erosion damages or other safety concerns; improper transportation of personnel; did not use appropriate framework to secure steel cylinders in place when hoisting them; hoisting materials without using appropriate framework to secure them in place with the potential of falling; did not take other safety measures required by applicable regulations; or equipments with safety latch which was out of order or fell off.
Forbidden use of such crane
Improvement and then return to work
5,000 each
4-10
Safety and Sanitation personnel appointed by the vendor did not supervise to implement each self examination and safety protections measures. .
Review
5,000 each
4-11
When conducting construction in limited, thin oxygen, closed space, did not take relevant safety protection measures as required by applicable regulations (such as, danger evaluation before construction, concentration of oxygen, danger materials, hazardous materials determination, ventilation implementation, …etc.)
Suspension of work
10,000 each
4-12
High altitude work cart and power lifter:
Must mark on safety belt when conducting ascending and descending framework; climbed the protection fence; did not descend to the lowest site before any movement; did not turn on arrester or supporting shelf before ascending; or improper usage causing safety concern.
Improvement or forbidden use
3,000 each
 
 
 
28

 
 
 
Fire Prevention
5-1
Chemicals brought into the fab were not approved by relevant regulations or no mark of danger was attached to the obvious part of such containers.
Bring out of the fab immediately
1,000 each
5-2
1. Oxygen, acetylene and other steel cylinders not secured vertically or appropriately labeled.
2. Gas cylinders in use not placed on trolley.
3. Gas pipe lying across road.
Immediate improvement
1,500 each
5-3
Unauthorized use or damage of firefighting equipment in the absence of an emergency. (Such as using fire hose to hoist equipment, get water or displacement of firefighting equipment)
Immediate reinstatement and indemnity
3,000 each
5-4
No smoking in non-smoking areas.
Notice the supervisor and control
3,000 each
5-5
Insufficient protective measures in flammable and combustible liquid work area
Return to work after improvement
3,000 each
5-6
1. During open flame operations at least two fire extinguishers must be supplied by contractor within a five meter radius. (each at least 10 pounds, with CO2 extinguishers to be used in clean room)
2. Fire extinguisher pressure indicator should be normal, and still within the expiry date.
Return to work after
3,000 each
5-7
1. Electric arc welder casing not grounded.
2. Electric arc welder not fitted with an automatic electric shock prevention device; or
3. Other safety measures required by applicable regulations
Improvement or forbidden use
5,000 each
5-8
Oxygen, acetylene and other steel cylinders were not secured with pressure adjustment, pressure meter, anti-temper devices, or such devices were out of order, balata tube was broken, or joint was not constricted with special band or clip.
Improvement or forbidden use
5,000 each
5-9
1. Failed to remove all flammable materials in work area or cover them fully with a fire blanket.
2. Safety/Sanitation supervision personnel not present during use of open flame.
3. Cutting and welding tools in poor condition, with inadequate protective measures.
Improvement and return to work
5,000 each
Safe Electricity Use
6-1
1. Electrical wiring placed on wet surface.
2. Use of electrical wiring with broken sheath or poor insulation.
3. Naked wires plugged into power socket.
4. Did not correctly install fuse or circuit breaker.
5. Did not elevate crossover wires
6. Violation of the facility power usage, socket (including extension wires) usage or other power usage rules of the company.
Improvement or forbidden use
3,000 each
6-2
Electrical wiring not properly secured or placed in such a manner as to adversely affect personnel or operation safety.
Improvement and return to work
3,000 each
6-3
Generator: No sunshade device to cover outdoor fuel cans, no fire distinguisher, or no grounding device.
Improvement or forbidden use
3,000 each
6-4
Electricity divider tray did not use electric leakage broken circuit switch; no grounding device; power cord did not use wiring terminal; electric wire did no pierce through the box bottom to connect electricity; or electricity tray did not lock up.
Improvement or forbidden use
3,000 each
 
 
 
29

 
 
 
 
Environment Protection
7-1
1. Free blowing dust (did not spray water or take other effective dust suppression measures)
2. Build up of waste.
3. Other situations which cause environmental pollution.
4. Work site not cleaned up after completion of work.
Review Meeting
3,000 each
7-2
Tools and materials
1. Not placed in the designated storage area
2. Did not apply for temporary storage
3. Physically exceeded the designated storage area or exceeded the allowed time.
4. Stored in a disorganized manner.
5. Interfered with passage way or fire prevention facilities.
Improvement and return to work
3,000 each
7-3
Did not follow the park management office’s directives for contractors’ and their staff.
Punishment upon the situation
5,000 each
Regulatory Issues
8-1
Did not report occupational injury that occurred at work site (cumulative punishment upon situation).
Suspension of work
5,000 each
8-2
Hiring illegal labors; hiring female labors, child labors to conduct dangerous operation.
Suspension of work
10,000 each
8-3
Penalized by the examination authorities or environmental protection agency for labor safety and sanitation laws or environmental protection law violation.
Suspension of work
10,000 each
8-4
Fake or copy the companys relevant execution or application documents (civil indemnity and criminal litigation would be claimed additionally).
Punishment upon situation
20,000 each
8-5
Other violations of relevant labors safety and sanitation regulations.
Punishment upon situation
5,000 each
Audit of Rectification
9-1
After being notified of a minor flaw to rectify, but later found to not have resolved the issue on time.
Review meeting
3,000 each
9-2
After being issued a financial penalty, did not pay the penalty or submit an appeal within 20 days.
Review and improvement
Withhold payment
9-3
Obstruct or did not follow the company’s personnel or delegate audit to process audit, or threat or harm such auditor (civil and criminal actions may be pursued additionally).
Suspension of work
20,000 each
9-4
Should there is any material damage and loss incurred to the company due to contractors negligence, the company will hold a meeting to decide the indemnity measures (the maximum indemnity amount is subject to the calculation of the company).
Punishment dependent on the circumstances
30,000 each
 
 
 
30

 
 
 
Others
10-1
Did not use vacuum cleaner when using electric drill, electric saw or conducting any other operations that may produce dust in the clean room.
Improvement and return to work
5,000~10,000
10-2
Operated in the clean room without application; entered the clean room without wearing the identification badge (or using others identification badge); left the clean room wearing the clean room dress; used the safety exit without authorization (did not use the entrance/exit gate as regulated).
Expel from the fab
5,000~10,000
10-3
Took clean room elevator without permission.
Notice supervisor and control
500~1,000
10-4
Lost clean room identification badge; did not attach back badge to or did not wash the clean room dress periodically as regulated.
Improvement and return to work
500~1,000
10-5
Brought non-clean room items into clean room (copy paper, cotton paper, drinks, food, cigarette, betel nuts, etc.).
Forfeiture or custody
1,000~10,000
10-6
Did not provide dust-proof or protection measures for the materials in the clean room (no PVC coating on the floor).
Improvement and return to work
5,000~10,000
10-7
Brought mobile phone with camera function and made phone call using the work phone in the clean room in accordance with each fabs regulation; brought computer without anti-virus tag or portable storage device without permission; turned off the air conditioner without permission.
Immediate removal from the clean room/ Immediate improvement
1,000~10,000
10-8
Did not wear the clean room dress in accordance with the regulations (make-up/ pulling down the mask, take off the gloves/ clean room shoes); sat on the floor; did not rest on the chair; or did not wash the dirty clean room dress or did not change the clean room dress which had been torn out.
Improvement and return to work
1,000~5,000
10-9
Used or brought cutter, electric drill or electric tool with no mark or label without permission in the clean room.
Immediate removal
1,000~5,000
10-10
Took the companys articles (tool/spare parts/ materials/ component) or equipments vendors articles (tool) or construction vendors articles (components/ materials) without permission.
Immediate reinstatement
1,000~3,000
10-11
Did not enter/exit in accordance with regulations (did not turn around when taking air shower/ did not wash hands/ did not wear net hat and mask).
Expel from the fab and improvement
1,000~5,000
10-12
Did not put clean room dress and shoes neatly in the locker room or put personal belonging (backpack/ tissues/ boxes…etc.)
Immediate improvement
1,000~5,000
10-13
Must return the alcohol cleaner bottle or vacuum cleaner on time if borrowing; must clean up the acid-alkali vacuum cleaner before returning; if there is any damage or loss, the borrower has to make indemnity to the company with full price.
Immediate reinstatement/ indemnity with full price
1,000~5,000
10-14
Fought, quarreled, defecated or urinated on the floor in the framework place.
Expel from the fab
15,000~30,000
10-15
Did not move in articles in accordance with regulations (did not wipe dry and without examination) or materials with permission to the clean room.
Improvement and return to work
1,000~5,000
10-16
Stood or walked on the equipment, pipe, or net.
Notice supervisor and control
1,500~5,000
10-17
Brought non-qualified pipe materials (rusty or too dirty without cleaning) into the clean room.
Immediate removal
5,000~10,000
10-18
Contractor did not save electricity during working hours (holidays and the nights of weekend) in accordance with regulations.
Review and improvement
500~1.000
10-19
Destroying airtight surrounding seal protection.
Reinstatement and indemnity
3,000~5,000
10-20
Took emergency clean room dress in the clean room toilet or rested or slept in the clean room toilet.
Notice supervisor and control
3,000~5,000
10-21
Violated regulations under the agreements of company’s other units.
Each unit shall dispose in accordance with penalty clauses under such agreements
Each unit shall dispose in accordance with penalty clauses under such agreements
 
 
 
31

 
 

 
Remarks:
 
1.
These penalty clauses are applicable to all those who have a direct or indirect contractor relationship with this company.
 
2.
Rights of audit and report may be exercised by CMOs each unit . “Contractors penalty / penalty amount sheet (FMU316)”
 
3.
Each incident of violation is in principle limited to one penalty per day, with the exception of special or severe violations upon notice.
 
4.
The penalty for involved personnel or equipment is to be based upon the actual number of violations.
 
5.
Unless otherwise specified, all rectification of faults should all be completed before the next work period.  If faults are not rectified, work may not resume.
 
6.
Depending on the severity of the situation, the labor safety department may call for a meeting to decide how repeat offenders (multiple occurrences of the same violation or having been repeatedly penalized) will be dealt with.  Measures include doubling of penalties, dismissal of offending personnel, contractor’s signing of guarantee, offending personnel barred from working in the plant, termination of contractor status, and notification to relevant units that the contractor is prohibited from tendering.
 
7.
Unless plead conditions are satisfied, the basic penalty amount shall not be adjusted.

NO: FM-U0206-Ver.05


32