EX-10.I.O



 







Exhibit 10(i)(O)







Qimonda AG

Confidential Materials Omitted and Filed Separately with the

Securities and Exchange Commission.

Confidential Portions denoted by [***].





Cooperative Joint Venture Contract



for the establishment of



Infineon Technologies Suzbou Co., Ltd.



by and between



Infineon Technologies China Co., Ltd.



and




China-Singapore Suzhou Industrial Park Ventures Co., Ltd.




 









 








TABLE
OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	Preliminary Statement	 	 	1	 
	Article 1

	 	Definitions
	 	 	1	 
	Article 2

	 	Parties to Cooperative Company
	 	 	2	 
	Article 3

	 	Establishment of Cooperative Company
	 	 	4	 
	Article 4

	 	Purpose and Scope of Business of Cooperative Company
	 	 	5	 
	Article 5

	 	Total Amount of Investment and Registered Capital
	 	 	6	 
	Article 6

	 	Transfer of Equity
	 	 	8	 
	Article 7

	 	Responsibilities of Parties
	 	 	9	 
	Article 8

	 	Return
	 	 	11	 
	Article 9

	 	License and Service
	 	 	12	 
	Article 10

	 	Board of Directors
	 	 	12	 
	Article 11

	 	Management Organization
	 	 	15	 
	Article 12

	 	Labor Management
	 	 	17	 
	Article 13

	 	Trade Union
	 	 	18	 
	Article 14

	 	Finances, Taxes, Audit and Distribution of Profits
	 	 	18	 
	Article 15

	 	Bank Accounts and Foreign Exchange
	 	 	19	 
	Article 16

	 	Joint Venture Term
	 	 	20	 
	Article 17

	 	Liabilities for Breach of Contract
	 	 	20	 
	Article 18

	 	Termination, Dissolution and Liquidation
	 	 	20	 
	Article 19

	 	Confidentiality
	 	 	23	 
	Article 20

	 	Force Majeure
	 	 	24	 
	Article 21

	 	Applicable Law
	 	 	25	 
	Article 22

	 	Dispute Resolution
	 	 	25	 
	Article 23

	 	Miscellaneous
	 	 	26	 






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Preliminary Statement



THIS COOPERATIVE JOINT VENTURE CONTRACT (this “Contract”) is entered into this 28th day
of July, 2003 in accordance with the “Law on Sino-foreign Cooperative Joint Ventures of the
People’s Republic of China” and other applicable Chinese laws and regulations by and between
Infineon Technologies China Co., Ltd. (“Party A”), a holding company with limited liability formed
in PRC whose principal office is located at No. 7, Lane 647 Song Tao Road, Zhangjiang Hi-tech
Park, Pudong New District, Shanghai, PRC, and China-Singapore Suzhou Industrial Park Ventures Co.,
Ltd. (“Party B”), a limited liability company duly organized and validly existing under the laws
of China whose principal office is located at 11th Floor International Building, #2 Suhua Road
Suzhou Industrial Park, Jiangsu, PRC.



The Parties hereby agree jointly to establish a sino-foreign cooperative Company (as hereinafter
defined) in Suzhou Industrial Park, Suzhou, Jiangsu Province, the People’s Republic of China on
the terms and conditions set forth below.




Article 1 Definitions



Unless the terms or the context of this Contract otherwise provide, the following terms shall have
the meanings set forth below:





	1.1	 	“Affiliate” of a Party means any corporation, partnership, joint venture or other entity
controlling, controlled by, or under common control with, such Party, excluding the Company.
	 
	1.2	 	“Approval Authority” shall mean the Suzhou Industrial Park Administrative Committee
and any other governmental agencies whose approval may be required by Laws and Regulations
with respect to matters referred to herein.
	 
	1.3	 	“Articles of Association” shall mean the Articles of Association of the Company as
executed by the Parties of even date of this Contract and amended thereby from time to time.
	 
	1.4	 	“Board” or “Board of Directors” shall mean the Board of Directors of the Company.
	 
	1.5	 	“Business License” shall mean the business license to be issued to the Company by the
PRC State Administration for Industry and Commerce through the Suzhou Industrial Park Industry
and Commerce Administration Bureau.
	 
	1.6	 	“Business Registration Authority” shall mean the Suzhou Industrial Park Industry and
Commerce Administration Bureau or its successor in charge of the matters of which it is
currently in charge as referred to herein.
	 
	1.7	 	“Call Option” shall mean the option exercisable by Party A to require Party B to sell all or
part of its equity contribution to the Company to Party A at the same amount invested by Party
B together with any unpaid accrued Return as defined in Article 8, as more particularly
described in Article 6.1.





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	1.8	 	“China” or the “PRC” shall mean the People’s Republic of China.
	 
	1.9	 	“Company” shall mean the cooperative company formed by the Parties pursuant to the
applicable Laws and Regulations of the PRC, as well as this Contract and the Articles of Association.
	 
	1.10	 	“Directors” shall mean the members of the Board of Directors of the Company.
	 
	1.11	 	“Event of Force Majeure” shall mean any unforeseeable and unavoidable event or
circumstance beyond the control of a Party occurring after the execution of this Contract
including, without limitation, epidemic, fire, storm, typhoon, flood, earthquake, explosion,
war and serious strikes or work stoppages, acts of governments and other internationally
recognized events of force majeure which prevents the performance, in whole or in part, of
this Contract by any Party or the Company.
	 
	1.12	 	“Germany” shall mean the Federal Republic of Germany.
	 
	1.13	 	“Joint Venture Term” shall mean the duration of the Company as provided for in
Article 16 hereof.
	 
	1.14	 	“Laws and Regulations” shall mean the officially-published and publicly available
laws, regulations and rules of the PRC, insofar as they apply to Cooperative Joint Ventures
that use investments of the PRC and/or foreign investment.
	 
	1.15	 	“Parties” shall mean Party A and Party B hereto, collectively, and “Party” shall
mean any of the Parties hereto, individually.
	 
	1.16	 	“Renminbi” or “RMB” shall mean the lawful currency of the PRC. “US dollars”
or “USD” shall mean the lawful currency of the United States of America.
	 
	1.17	 	“Subsidiary’’ shall mean any corporation in which any of the Parties and/or their
parent companies, owns or controls 50% (Fifty Percent) or more of the
total voting stocks.





Article 2 Parties to Cooperative Company





	2.1	 	The Parties to this Contract are:





	 	 	 	 	 	 
	 	Party A:
	 	Infineon Technologies China Co., Ltd.
	 	     Place of Registration:	 	No. 7, Lane 647
Song Tao Road, Zhangjiang
	 	 	 	Hi-tech Park, Pudong New District, Shanghai,

PRC
	 	     Legal Address:	 	No. 7, Lane 647 Song Tao Road, Zhangjiang
	 	 	 	Hi-tech Park, Pudong
New District, Shanghai, 

PRC
	 	     Legal Representative:

	 	Name:
	 	LOH Kin Wah
	 	 

	 	Position:
	 	Chairman
	 	 

	 	Nationality:
	 	Malaysian






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	 	Party B:
	 	China-Singapore Suzhou
Industrial Park Ventures Co., Ltd.
	 	     Place of Registration:	 	11th
Floor International Building, #2 Suhua
	 	 	 	Road Suzhou Industrial
Park, Jiangsu, PRC
	 	     Legal Address:	 	11th Floor International Building, #2 Suhua
	 	 	 	Road Suzhou Industrial
Park, Jiangsu, PRC
	 	     Legal Representative:

	 	Name:
	 	WANG Jinghua
	 	 

	 	Position:
	 	Chairman of the Board







	2.2	 	Representations and Warranties






	 	(a)	 	Each Party hereby represents and warrants to the other Party
that:






	 	(i)	 	in the case of Party A, it is a holding company with limited
liability duly established and validly existing as a legal person under the
Laws and Regulations, and in the case of Party B, it is a limited liability
company duly organized and validly existing under the Laws and
Regulations;
	 
	 	(ii)	 	it has full legal right, power and authority to execute this
Contract, the Articles of Association, and any agreements and documents
referred to in this Contract to which it is a Party and to observe and perform
its obligations hereunder and thereunder;
	 
	 	(iii)	 	its legal representative named above is duly authorized and
empowered to sign, execute and give effect to on its behalf this Contract, the
Articles of Association, and any agreements and documents referred to in this
Contract to which it is a Party;
	 
	 	(iv)	 	it has taken all appropriate and necessary corporate actions
to authorize the execution of this Contract including the Articles of
Association and all of the agreements and documents referred to in this
Contract to which it is a Party and to authorize the performance and
observance of the terms and conditions hereof and thereof; and
	 
	 	(v)	 	its execution, delivery and performance of this Contract, the
Articles of Association and any other agreements and documents contemplated
hereunder will not violate any of its constitution documents, any other
agreement or obligation of such Party, or any currently effective law,
regulation or decree of its jurisdiction of organization or incorporation that
may be applicable to any aspect of the transactions contemplated
hereunder.




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Article 3 Establishment of Cooperative Company





	3.1	 	Establishment of Company
	 
	 	 	In accordance with the Laws and Regulations and based upon the provisions of this Contract,
the Parties have agreed to establish the Company, which shall be managed and operated by
Party A.
	 
	 	 	The Parties have also agreed to draw up and sign the Articles of Association of the
Company. This Contract and the Articles of Association shall be signed by the legal
representatives or duly authorized representatives of the Parties and submitted to the
competent authorities for examination and approval.
	 
	 	 	In case of any inconsistency or conflict between the provisions of this Contract and the
Articles of Association, the provisions of this Contract shall prevail, and the Parties
shall undertake to amend the Articles of Association so as to conform with the provisions
of this Contract.
	 
	3.2	 	 Limited Liability Company
	 
	 	 	The Company shall be a limited liability company with the status of enterprise legal person
under the Laws and Regulations. The liabilities of the Parties to the Company’s creditors
are limited to the amount of the registered capital of the Company and the assets of the
Company shall be the only source available to the Company’s creditors for satisfaction of
their justified claims. No Party shall bear any liability whatsoever for the debts or
obligations of the Company, other than its respective share of liability as specified in
this Contract within the limitation of the registered capital of the Company.
	 
	 	 	In case of losses, neither Party shall be obliged to make funds available to the Company in
excess of its proportion of the registered capital of the Company.
	 
	3.3	 	Name and Address of Company
	 
	 	 	The name of the Company shall be
 in Chinese and Infineon Technologies
Suzhou Co., Ltd. in English. The use of the corporate name “Infineon” shall be subject to
the Contract on the Use of Name “Infineon”, to be concluded between Infineon Technologies AG
and the Company where the Company shall cease to use the word “Infineon” as part of its name
if directed by Party A in the event that Party A is no longer the single largest shareholder
in the Company. The legal address of the Company shall be Fangzhou Road, Suzhou Industrial
Park, Jiangsu, PRC.
	 
	3.4	 	 Date of Establishment
	 
	 	 	The date of the establishment of the Company shall be the date on which the Company is
issued its Business License.




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	3.5	 	Change of Law or Policy






	 	(a)	 	If, after the date of the execution of this Contract, the PRC government,
whether
at the national level or local level, adopts any new law, regulation,
rule or policy, amends or repeals any provision of any existing law, regulation, rule or policy, or
adopts any different interpretation or method of implementation of
any law,
regulation, rule or policy which results in more favorable treatment available to
the Company or any Party (without resulting in less favorable treatment to any
other Party) than the terms of this Contract, the Company and the Party concerned
shall promptly apply to receive the benefits of such more favorable treatment and
the other Party shall use diligent efforts to facilitate such
application.
	 
	 	(b)	 	If, after the date of the execution of this Contract, the PRC government
whether at
the national level or local level, adopts any new law, regulation, rule or policy,
amends or repeals any provision of any law, regulation, rule or policy, or adopts
any different interpretation or method of implementation of any law, regulation,
rule or policy which materially and adversely affects any Party’s economic
benefits under this Contract, then upon written notice thereof from the affected
Party to the other Parties, the Parties shall promptly consult with each other and
determine whether (i) to continue to implement this Contract in
accordance with
the original provisions thereof; or (ii) to effectuate necessary adjustments in
order
to preserve each Party’s economic benefits under this Contract on a basis no less
favorable than the economic benefit it would otherwise receive had such law,
regulation, rule or policy not been promulgated, amended, repealed or so
interpreted or implemented.
	 
	 	(c)	 	If any prior approval is required for the operation of this Contract, either
Party
shall not be deemed to have carried out any obligations under the same unless
such approval shall have been obtained.






	3.6	 	Branches
	 
	 	 	The Company may establish branch offices and subsidiaries anywhere in the PRC and abroad
upon the approval of the Board of Directors and the Approval
Authority (if required).





Article 4 Purpose and Scope of Business of Cooperative Company





	4.1	 	Purpose
	 
	 	 	The purpose of the Company shall be to provide an efficient backend operation for the Memory
Products Group of Infineon Technologies AG with its attendant benefits to the semiconductor
industry in China, as well as to achieve the satisfactory economic returns for the Parties
hereto.




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	4.2	 	Business Scope
	 
	 	 	The business scope of the Company shall be to research & develop, manufacture, assemble &
test IC memory products, sell its products and provide related services.
	 
	4.3	 	Business Scale
	 
	 	 	The scale of business of the Company is intended to provide backend to the memory products
of Infineon Technologies AG with the long-term production volume estimated at l,000,000,000
(in words: One Billion) pieces per year.





Article 5 Total Amount of Investment and Registered Capital





	5.1	 	Total Amount of Investment
	 
	 	 	The total amount of investment of the Company shall be US dollars 1,000,000,000 (in words:
One Billion US dollars).
	 
	5.2	 	Registered Capital
	 
	 	 	The registered capital of the Company shall be US dollars 333,000,000 (in words: Three
Hundred Thirty Three Million US dollars). For the avoidance of doubt, the liability of both
Party A and Party B to contribute to the registered capital of the
Company shall be limited
to US dollars 333,000,000 (in words: Three Hundred Thirty Three Million US dollars) as per
the distribution stated in Articles 5.3 and 5.4.
	 
	5.3	 	 Contribution of Party A to Registered Capital
	 
	 	 	Party A’s contribution to the registered capital of the Company shall be made in US dollars
in an amount of US dollars 241,425,000 (in words: Two Hundred Forty One Million Four
Hundred Twenty Five Thousand US dollars) in cash, which shall represent 72.5% (in words:
Seventy Two Point Five Percent) of the total registered capital of the Company.
	 
	5.4	 	Contribution of Party B to Registered Capital
	 
	 	 	Party B’s contribution to the registered capital of the Company shall be made in RMB in an
amount that equals to US dollars 91,575,000 (in words: Ninety One Million Five Hundred
Seventy Five Thousand US dollars) in cash at the official middle
exchange rate on the date
of payment, which shall represent 27.5% (in words: Twenty Seven Point Five Percent) of the
total registered capital of the Company.
	 
	5.5	 	Contribution Schedule
	 
	 	 	The Parties’ registered capital contribution shall be made in accordance with the following
schedule:





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	 	(a)	 	Within 90 (Ninety) days from the issuance of the Business License, Party A
shall
contribute US dollars 16,650,000 (in words: Sixteen Million Six Hundred Fifty
Thousand US dollars), which shall represent 5% (Five Percent) of the total
registered capital of the Company; Party B shall contribute an amount in RMB
that is equivalent to US dollars 33,300,000 (in words: Thirty Three Million Three
Hundred Thousand US dollars), which shall represent 10% (Ten Percent) of the
total registered capital of the Company.
	 
	 	(b)	 	By the end of June, 2004, Party A shall contribute an additional US dollars
58,275,000 (in words: Fifty Eight Thousand Two Hundred Seventy Five
Thousand US dollars), which cumulatively shall represent 22.5% (Twenty Two
Point Five Percent) of the total registered capital of the Company; Party B shall
contribute an additional amount in RMB that is equivalent to US
dollars 58,275,000 (in words: Fifty Eight Million Two Hundred Seventy Five Thousand
US dollars), which cumulatively shall represent 27.5% (in words: Twenty Seven
Point Five Percent) of the total registered capital of the Company.
	 
	 	(c)	 	Party A shall contribute the outstanding balance of its cash contribution, i.e.
US
dollars 166,500,000 (in words: One Hundred Sixty Six Million Five Hundred
Thousand US dollars), which shall represent 50% (Fifty Percent) of the total
registered capital of the Company within 5 (Five) years as of the date of the
establishment of the Company.






	5.6	 	Investment Certificates
	 
	 	 	The Company shall retain at its expense an international certified public accountant
registered in China and acceptable to the Parties to verify the capital contributions by the
Parties and issue a capital verification report. The Company shall then issue investment
certificates to each Party evidencing the contributions by each Party on the basis of such
report in the following items:






	 	(a)	 	name of the Company;
	 
	 	(b)	 	date of establishment of the Company;
	 
	 	(c)	 	name of the Parties;
	 
	 	(d)	 	contents of the investments;
	 
	 	(e)	 	date of each Party’s contribution;
	 
	 	(f)	 	date of issuance of the certificate of investment.






	5.7	 	Difference between Total Amount of Investment and Registered Capital
	 
	 	 	The balance between the total amount of investment and registered capital of the Company
may, pursuant to the decision of the Board in accordance with the business





7









 






	 	 	needs of the Company, be raised by the Company through loans from domestic and/or foreign
financial institutions.
	 
	5.8	 	Increase of Registered Capital and Total Amount of Investment






	 	(a)	 	Any increase in the registered capital and/or total amount of investment of the
Company shall be approved by a unanimous vote of all of the Directors of the
Board present in person by duly organized and functional telephone or video
conference or by proxy at a duly convened meeting of the Board and submitted, if
required by Laws and Regulations, to the Approval Authority for
approval. Upon
receipt of such approval, the Company shall register the increase in the registered
capital and/or total amount of investment with the Business
Registration
Authority, if required by Laws and Regulations.
	 
	 	(b)	 	Unless otherwise agreed to by the Parties and approved by the Board, any
increase in the registered capital shall be made by the Parties in the same
proportions as their originally subscribed ratio of the registered capital. The
Parties may agree between themselves to adjust their proportional
ratio of the
Company’s existing registered capital subject to any required approval of the
Approval Authority. If any agreement is reached between the Parties to adjust
their registered capital, Party B shall endeavour to facilitate approval by the
Approval Authority.





Article 6 Transfer of Equity





	6.1	 	Transfer of Equity
	 
	 	 	The Parties agree that neither of them shall be entitled to sell, assign or otherwise
dispose of all or part of its interests in the registered capital of the Company to any
third party (except to its Subsidiary or its Affiliate where no prior consent is required
other than written notification) unless with the prior written
consent of the other Party. However, Party B hereby agrees that no consent is required other than written notification
if Party A sell, assign or otherwise dispose of all or part of its interests in the
registered capital of the Company to any third party under the following conditions:






	 	(a)	 	The transferee shall covenant in writing to abide by all the obligations of
Party A
under this Contract to the extent of the transferred amount of registered capital;
or
	 
	 	(b)	 	Party A shall remain as the single largest shareholder in the
Company, and is principally managing the operations of the Company.






Notwithstanding that Party B agrees that no consent is required for disposals to transfer
to a Subsidiary or Affiliate of Party A or under those conditions (a) and (b) stated
earlier:




	 	(1)	 	Party B shall still be obligated to execute all necessary
documents as may be
required by Approval Authority to validate the transfer of equity contemplated by
Party A.




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	 	(2)	 	If Party A intends to transfer such part of its interest in the registered
capital resulting in Party A ceasing to be the single largest shareholder of the
Company or not principally managing the operations of the Company, the prior
consent of Party B shall be obtained. In the event that no such consent is obtained
after 60 (Sixty) days, Party A may elect to exercise the Call Option whereupon
Party A may proceed with the transfer on completion of the exercise of the Call
Option. If Party A does not elect to exercise the Call Option, then the act of the
initial transfer shall terminate.






	 	 	The Parties agree that:
	 
	 	 	At any time after the
3rd
anniversary of the establishment of the Company, Party
A shall be entitled to exercise its Call Option to buy out all or part of Party B’s equity
interest in the Company. Party B shall comply with the Call Option, and do all such deeds
and actions required to transfer the equity interest to Party A or its designated assignee,
including the procure that the Approval Authority shall grant consent for the transfer.
This Call Option shall be exercisable more than once by Party A (at not less than USD10
million at each exercise) until the entire equity interest of Party B in the Company had
been depicted. The pricing of the transfer shall be pursuant to Article 1.7 of this
Contract and Party B shall be paid in Renminbi on the date of completion of the exercise of
the Call Option (unless there is a delay due to the Approval Authority, completion shall
take place no later than 90 (Ninety) days after the date of exercise of the Call Option by
Party A).
	 
	 	 	The Parties agree, further, that Party B may compel Party A to exercise the Call Option to
buy out all of Party B’s equity interest in the Company if Party B has obtained reasonable
evidence that Party A had transferred substantial portions of the total assets of the
Company other than in good faith, for bona fide reasons or in the ordinary course of
business, and not based on the arm’s length principle.
	 
	6.2	 	Approvals
	 
	 	 	All equity transfers shall be submitted to the Approval Authority for approval if required
by the Laws and Regulations. Upon receipt of the approval, the Company shall register the
change in equity with the Business Registration Authority.





Article 7 Responsibilities of Parties





	7.1	 	Responsibilities of Party A:
	 
	 	 	Party A shall be responsible for the following matters during
the Joint Venture Term:






	 	(a)	 	making its contributions to the registered capital of the Company in accordance
with the terms and conditions of this Contract;
	 
	 	(b)	 	acting and causing its Directors to act at all times in good faith with respect
to all
matters relating to the Company and this Contract;




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	 	(c)	 	taking the whole responsibility of management of the Company
which is set forth in this Contract;
	 
	 	(d)	 	assisting the Company in selecting and purchasing outside the PRC at
competitive
prices materials, machinery and equipment needed by the Company and in
shipping such items to the designated Chinese ports, subject to the Framework
Purchase Contract to be concluded between Infineon Technologies AG and the
Company;
	 
	 	(e)	 	assisting the Company to grasp the technology and adopt those technology into
production as quickly as possible subject to payment of the licence fees and other
terms and conditions as set forth in the Technology Licence Contract to be
concluded between Infineon Technologies AG and the Company;
	 
	 	(f)	 	assisting the Company in training its PRC staff and workers;
	 
	 	(g)	 	dispatching qualified and experienced expatriate employees to the Company as
needed by the Company subject to the Secondment Contract to be concluded between
Infineon Technologies AG and the Company and assisting in the recruiting of other
managerial, technical and operational personnel of the Company; and
	 
	 	(h)	 	handling other matters set forth in this Contract and as may be entrusted to
the Company from time to time.






	7.2	 	Responsibility of Party B:
	 
	 	 	Besides other responsibilities as stipulated in other articles hereof, Party B shall be
responsible for the following matters during the Joint Venture Term:






	 	(a)	 	making its contribution to the registered capital of the Company in accordance
with the terms and conditions of this Contract;
	 
	 	(b)	 	acting and causing its Directors to act at all times in good faith with respect
to all
matters relating to the business of the Company and this Contract and any other
contracts and agreements pursuant to this Contract;
	 
	 	(c)	 	assisting the Company in obtaining all necessary approvals, registrations,
permits
and licenses from the relevant PRC authorities for the establishment and operation
of the business hereunder of the Company;
	 
	 	(d)	 	assisting the Company in applying for and obtaining the most preferential tax
reductions and exemptions and other investment incentives available under Laws
and Regulations and policies applicable to the Company;
	 
	 	(e)	 	assisting the Company in liaising with the relevant authorities to effectively
procure water supply, power supply, transportation, telecommunications, and such other
things as required for the Company’s operations;




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	 	(f)	 	assisting the expatriate employees of the Company in obtaining all necessary
entry visas and work permits and helping them in arranging for lodging, medical
care and travel formalities in China;
	 
	 	(g)	 	assisting the Company in opening Renminbi and foreign currency bank accounts
and in obtaining all necessary Renminbi loans from local banks;
	 
	 	(h)	 	assisting the Company in carrying out all import and customs declaration
formalities with respect to equipment and office appliances imported by the Company;
	 
	 	(i)	 	assisting the Company in recruiting various types of qualified Chinese
personnel in accordance with the needs and criteria of the Company;
	 
	 	(j)	 	assisting the Company in purchasing within China at reasonable cost all
necessary equipment, office and telecommunications equipment;
	 
	 	(k)	 	assisting in keeping the Company up-to-date of Laws and Regulations and
policies of the PRC government at national or local levels applicable to any aspect of
the operation of the Company and assist the Company in complying with such Laws and
Regulations;
	 
	 	(l)	 	handling other matters set forth in this Contract and as may be entrusted to
the Company from time to time.






	7.3	 	Except as otherwise expressly provided for in this Contract, expenses incurred by each Party
in fulfilling the aforesaid responsibilities may be borne by the Company only upon the approval by the Board.





Article 8 Return





	8.1	 	The Parties agree that:
	 
	 	 	Party B shall be entitled to enjoy its contribution return (hereinafter referred to as:
“Return”) paid in RMB annually by the Company based on all of its contribution made to the
registered capital of the Company. The amount of the Return shall be the amount of Party
B’s contribution made to the Company multiplied by the Return rate. The Return rate shall
be calculated [***].
	 
	 	 	[***].
	 
	 	 	For the avoidance of doubt, Party B shall not be entitled to any dividend or other forms of
remuneration so long as the Return is duly paid out to Party B by the Company. All dividends
shall belong to Party A and Party B shall undertake all actions and execute all deeds to
effect all dividend payments to Party A only.




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	8.2	 	The above-mentioned Return shall be calculated from the date of Party B’s first capital
contribution to the Company, and shall be paid annually by the Company to Party B in full
within 30 (Thirty) days after December 31st. The first Return shall be payable
on or before
January 30th, 2004 calculated on a daily basis (360 days for a
year) from the date of Party B’s disbursement to the Company according to Article 5.5 of
this Contract.
	 
	 	 	As for the year of share transfer from Party B to Party A defined in Article 6 of this
Contract, the Return payable to Party B shall be calculated at day-to-day basis, starting
from January 1st of that year to date of execution of share transfer.





Article 9 License and Service





	9.1	 	The Parties agree that they shall, upon establishment of the Company, cause their
representatives on the Board of the Company to vote for the entry into:






	 	1)	 	the Contract on the Use of the Name “Infineon”;
	 
	 	2)	 	the Framework Purchase Contract; and
	 
	 	3)	 	the Technology License Contract; and
	 
	 	4)	 	the Secondment Contract.






	9.2	 	The Parties undertake to sign the contracts, agreements or documents as provided for in
this Contract for the purpose of providing necessary assistance to the Company in
running the Company’s businesses.





Article 10 Board of Directors





	10.1	 	 Formation of Board






	 	(a)	 	The date of issuance of the Company’s Business License shall be deemed to be
the date of the establishment of the Board of Directors.
	 
	 	(b)	 	The Board of Directors shall be composed of 7 (Seven) Directors of whom 6
(Six) shall be appointed by Party A, 1 (One) by Party B. During the Term, the chairman
of the Board shall be appointed by Party A. However, if Party B holds less than 10%
(Ten Percent) of the registered capital of the Company, after payment-in had been duly
effected as per Article 5, Party B shall not be entitled to appoint any director,
whereupon Party A shall have the right to appoint an additional director. Party A shall
on its own deal with any request for board representation from transferees who have
acquired certain portions of the registered capital of the Company from Party A.
	 
	 	 	 	The Director appointed by Party B shall be a qualified professional acceptable to
both Parties and Party B agrees to take all acts and do all deeds necessary to
effect Article 10.1(b) to cause the expeditious removal of its appointed Director,
if the conditions in that Sub-Article are satisfied.




12









 






	 	 	 	The member of the Board shall each have a term of 3 (Three) years, and shall be
eligible for consecutive terms upon reappointment made by the original appointing
Party.
	 
	 	 	 	Any vacancy created in the Board of Directors shall be immediately filled by the
Party who originally appointed the absent Director.
	 
	 	 	 	Any Party may at any time remove with or without cause any Director appointed by
such Party by written notice to the Company and appoint in lieu thereof any other
person to serve the remainder of the removed Director’s term.
	 
	 	(c)	 	The chairman of the Board shall be the legal representative of the Company and
shall have the power to represent and act on behalf of the Company. Whenever the
chairman is unable or fails to discharge his duties, he shall authorize another
Director to represent the Company and perform the chairman’s duties.






	10.2	 	Powers of Board






	 	(a)	 	The Board of Directors shall be the highest authority of the Company and shall
have the right to make decisions on all major and important matters of the Company.
	 
	 	(b)	 	Resolutions involving the following matters shall be adopted only by the
unanimous affirmative vote of all Directors present in person, by proxy at a
duly convened Board meeting:






	 	(i)	 	amendment of the Articles of Association;
	 
	 	(ii)	 	increment or reduction of registered
capital;
	 
	 	(iii)	 	merger and spin-off of the Company and change in the
form of the organization;
	 
	 	(iv)	 	dissolution of the Company;
	 
	 	(v)	 	mortgage of the assets of the Company;
	 
	 	(vi)	 	getting listed on a stock exchange.






	 	(c)	 	Resolutions involving the following matters shall be subject to and adopted by
more than half affirmative vote of all Directors present in person or by proxy at a
duly convened Board meeting:






	 	(i)	 	addition of items to or change of the scope of business of the Company;
	 
	 	(ii)	 	establishment of branch offices and/or subsidiaries;
	 
	 	(iii)	 	
distribution and payment of the Company’s profits;




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	 	(iv)	 	licensing of technology or know-how to or from any third Party;
	 
	 	(v)	 	contribution, use or expenditure of the general reserve fund,
the bonus and welfare fund and the enterprise expansion fund to be established
under the Laws and Regulations;
	 
	 	(vi)	 	engagement and dismissal of any independent auditor,
accounting, financial or legal advisors of the Company;
	 
	 	(vii)	 	approval of the accounting and financial system of the Company;
	 
	 	(viii)	 	approval of the annual business plan and annual budget of the Company;
	 
	 	(ix)	 	approval of the annual auditing report of the Company; and
	 
	 	(x)	 	other matters the Board considers subject to the approval of a
majority vote of the Directors.






	10.3	 	Meetings






	 	(a)	 	The first Board meeting shall be held within 90 (Ninety) days from the date of
the
issuance of the Business License.
	 
	 	(b)	 	The Board shall meet at least once a year. Board meetings shall be held at the
legal address of the Company unless otherwise determined by the Board of
Directors. Board meetings can also be held by duly organized and functioned
telephone or video conference. 2/3 (Two Thirds) of all of the Directors (including
proxies) shall constitute a quorum for any Board meeting. If at any properly
convened meeting, no quorum is present, then the Board shall reconvene at the
same time and place 1 (One) week later unless otherwise notified by the
chairman.
	 
	 	(c)	 	The chairman of the Board shall set the agenda of Board meetings and shall be
responsible for convening and presiding over such meetings.
	 
	 	(d)	 	The chairman of the Board shall call an interim meeting of the Board under a
request therefore from no fewer than 1/3 (One Third) of all Directors specifying
the matters to be discussed, and shall notify all Directors in writing the agenda
and subject of the meeting.
	 
	 	(e)	 	The chairman of the Board shall send written notice to all Directors at least
14 (Fourteen) days prior to any regular, 7 (Seven) days in the case of an interim
meeting to be held, stating the agenda, time and place of the meeting. Such notice
may, however, be waived by the unanimous consent of all Directors prior, after or at
the meeting in person, by telephone or by proxy. A Board meeting shall be convened no
less than 14 (Fourteen) days and no more than 28 (Twenty Eight) days from the date of
the issuance of the notice in the case of a regular meeting.




14









 






	 	 	 	and no less than 7 (Seven) days and no more than 14 (Fourteen) days in case of an
interim meeting.
	 
	 	(f)	 	Should a Director be unable to attend a Board meeting for any reason, he must
appoint a proxy in writing by mail or facsimile or hand-delivery to be present and to
vote at the meeting on his behalf. A proxy may represent one or more Directors. A
proxy shall have the same rights and powers as the Director who appointed him.
	 
	 	(g)	 	Board resolutions may also be passed through a written circular vote via mail
or facsimile exchange. Such written resolutions shall be filed with the minutes of the
Board and shall have the same force and effect as a vote taken by the Directors
physically present at a meeting.
	 
	 	(h)	 	Unless otherwise decided by the Board, Directors shall serve as Directors
without remuneration unless otherwise approved by the Board. All reasonable costs,
including round-trip airplane tickets and reasonable accommodation incurred by any
Director or his proxy for attending a Board meeting and for performance of duties
assigned by the Board, shall be borne by the Company. Remuneration and other expenses
of each Director unrelated to Company business shall not be borne by the Company. If a
Director also assumes a position as a manager or staff employee in the Company, he shall
be compensated by the Company according to that position.
	 
	 	(i)	 	Each Director shall have 1 (One) vote.
	 
	 	(j)	 	The general manager of the Company shall be entitled to attend all Board
meetings in a consultative capacity but shall not be entitled to vote at the meetings
(unless he is a Director).






	10.4	 	Minutes of Board meetings shall be signed by all Directors present at the meetings in person
or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in
the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint
a secretary for the purpose of any Board meeting. The duties of the secretary shall include
taking minutes of the meeting, translating or arranging for the translation of documents, and
delivering documents relating to the meeting to the Directors. Minutes of Board meetings shall
be kept in English and translated into Chinese, and be placed on file at the Company’s head
office. Copies of the minutes shall be sent to each Party.





Article 11 Management Organization





	11.1	 	 Management Organization






	 	(a)	 	The Board of Directors of the Company shall establish a management team, which
shall be responsible to and under the leadership of the Board and in charge of the
day-to-day operation and management of the Company. Unless otherwise




15









 






	 	 	 	decided by the Board, the operation and management organization shall be made of 2
or 3 officers (for example, general manager and chief financial officer)
(collectively, the “Senior Corporate Officers”).
	 
	 	(b)	 	The chairman of the Board of and any other Director may concurrently serve as
a Senior Corporate Officer, as well as any other officer of the Company.






	11.2	 	 Responsibilities and Powers of Senior Corporate Officers
	 
	 	 	The Board of Directors shall have the power to determine, qualify, and change in any way
the power, responsibility and authority of the Senior Corporate Officers. The Senior
Corporate Officers shall implement the decisions of the Board of Directors without any
condition.
	 
	11.3	 	Non-competition






	 	(a)	 	All the Senior Corporate Officers of the Company shall be forbidden from
concurrently serving for or working at any other individual, company, unit, entity or
organization as well as directly or indirectly taking part in any activities related to the above-mentioned individual, company, unit, entity or organization which may
be competitive and conflictive to the interest and business of the
Company,
whatsoever unless authorized and approved by the Board.
	 
	 	(b)	 	All other management personnel of the Company shall be forbidden from
concurrently serving for or working at any other company, unit, entity or organization
whatsoever unless authorized by the general manager and approved or ratified by the
Board. Any personnel in violation of such prohibition shall be subject to immediate
dismissal by the general manager, unless the Board shall decide and general manager
decided otherwise.






	11.4	 	Dismissal
	 
	 	 	Any Senior Corporate Officer who misuses or abuses his position for personal ends, engages
in graft or bribery in connection with the Company’s business, acts in violation of any
Board decisions or laws, acts in any way in competition with the Company as prohibited
hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks
without due cause shall be dismissed by the Board of Directors without any compensation.
Upon such dismissal, the Board shall immediately appoint a replacement. Any other management
personnel who engage in such improper activities shall be immediately dismissed by the
general manager.




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Article 12 Labor Management





	12.1	 	Governing Principle
	 
	 	 	The Company shall be entitled to full enterprise autonomy granted to foreign investment
enterprises and shall have complete authority over the hiring and dismissal of its
employees. The recruitment, employment, discipline, dismissal and resignation of the
employees of the Company and their wages, salaries, insurance, welfare benefits and other
matters shall be handled in accordance with the Laws and Regulations.
	 
	12.2	 	Labor Contract
	 
	 	 	The Company may conclude individual employment contracts with staff and workers directly.
The Company shall file such contracts with the local labor department for the record.
	 
	12.3	 	Labor Plan
	 
	 	 	The labor plan including staff number and relative position explanations shall be
determined by the general manager and deputy general manager and approved by the Board of
the Company. All staff should respect to the regulations of the Company. The staff the
Company employed shall be limited to the number required for its management. Increasing or
decreasing the total number of staff because of extension or reduction of Business Scale;
raising or lowering of working efficiency, should be approved by the Board.
	 
	12.4	 	Labor and Personnel Policies






	 	(a)	 	Matters such as employment, dismissal, resignation, wages, insurance, welfare
benefits, reward and discipline of staff and workers of the Company as well as
title to and the right to apply for copyright protection, patent protection and
other
rights regarding inventions and works of authorship in the course of employment
shall be stipulated in the labor and personnel policies of the Company and the
labor contracts between the Company and the employees.
	 
	 	(b)	 	The general manager shall implement hiring policies whereby all PRC employees
of the Company shall be selected on the basis of examination and shall have the
most competitive merits and qualifications. In this regard, upon the receipt of
necessary approvals, the Company may hire qualified personnel from anywhere
within China and, if necessary, from foreign countries.
	 
	 	(c)	 	The Company shall use reasonable endeavors to sign non-competition and
confidentiality agreements with its employees in accordance with the principles
herein.




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	 	12.5	 	Training
	 
	 	 	 	The Parties recognize that the Company will incur significant expenses in training
management personnel and other employees. No Party shall cause any staff and worker who
received training with pay from the Company or any third parties entrusted by the Company,
including training abroad, to resign or otherwise leave the Company during the term of such
staff or worker’s labor contract. Each employee so trained may be required to sign a
training bond with the Company such that the employee shall be bound to work for the
Company during the period of bond (failing which compensation shall be payable forthwith by
the relevant employee) and the bonded period shall commensurate with the amount of training
expenses incurred.
	 
	 	12.6	 	Power of General Manager
	 
	 	 	 	Subject to any limitations the Board may set, the general manager shall have the power to,
according to the degree of seriousness of the case, give warnings, record demerits, deduct
wages, dismiss or otherwise remove any staff member or worker appointed by him who has
violated the terms of the labor contract, the rules, regulations or labor discipline of the
Company or applicable Laws and Regulations.
	 
	 	 	 	For the avoidance of doubt, the day-to-day management of the Company and the appointment of
key officers of the Company shall be left to the general manager and such other officers
appointed.





Article 13 Trade Union





	13.1	 	A trade union may be established in the Company in accordance with the Laws and Regulations.
Activities of the trade union shall be conducted after normal working hours, shall not
interfere with the normal operations of the Company. If a trade union is established by the
staff and workers of the Company, the Company shall be charged with the expenditure into the
Company’s trade union fund for such trade union’s use in accordance with the Laws and
Regulations.





Article 14 Finances, Taxes, Audit and Distribution of Profits





	14.1	 	Taxes






	 	(a)	 	The Company shall pay taxes in accordance with relevant Laws and Regulations.
	 
	 	(b)	 	The Company shall apply for all preferential tax and customs treatment
available
under the Laws and Regulations and policies, and Party B shall facilitate and
provide quality advice on the same.




18









 












	14.2	 	Finances






	 	(a)	 	The fiscal year of the Company shall start on January 1st of each
calendar year and
end on December 31st of the same year. The first fiscal year of the
Company shall
commence on the date of the issuance of the Company’s Business License and
end on December 31st of the same year. The last fiscal year of the
Company shall
start on January lst of the year of termination or expiration and end on
the date of
termination or expiration of the Joint Venture Term of the Company.
	 
	 	(b)	 	The Company shall adopt the internationally recognized accrual basis and debit
and credit accounting system. All accounting records, vouchers, books and
statements of the Company shall be prepared and kept both in Chinese and
English. The Company shall use Renminbi as the base bookkeeping currencies for
its financial statements. The annual, quarterly and monthly reports shall be
prepared and kept in both Chinese and English. The chief financial officer shall be
responsible for formulating the accounting and administrative measures regarding
the Company’s financial affairs, which shall be submitted to the Board for
approval.






	14.3	 	Audit
	 
	 	 	The Company shall engage an international accounting/auditing firm registered in China (the
choice of which shall be as directed by Party A) as its auditor to examine and verify the
accounts and books of the Company within three (3) months following the end of each fiscal
year. The annual audit report issued by such firm shall be submitted to the Board. Any Party
shall also have the right, but not the duty, to appoint another accounting/auditing firm
registered in China or abroad to audit the accounts and books of the Company at such Party’s
own cost. The Company shall make available all of its accounting books and records to such
auditor and provide convenience for the auditing.
	 
	14.4	 	Allocation to Three Funds
	 
	 	 	After the payment of corporate income tax and other applicable taxes by the Company each
year, the Board shall determine the amount from the after-tax net profits to be allocated
into the Company’s reserve fund, enterprise expansion fund, and the employee bonus and
welfare fund to be set up in accordance with the relevant Laws and Regulations. The annual
allocations to and prescription of any limit for the aforesaid funds to be paid out of the
after-tax net profits shall be determined by the Board in light of the business and
financial conditions of the Company.





Article 15 Bank Accounts and Foreign Exchange





	15.1	 	Accounts
	 
	 	 	The Company shall open Renminbi accounts and foreign exchange accounts with financial
institutions in China.




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	15.2	 	Foreign Exchange
	 
	 	 	The Company shall handle its foreign exchange matters in accordance with the Laws and
Regulations. If required by the Company, Party B shall make its best efforts to assist the
Company in handling such matters.





Article 16 Joint Venture Term





	16.1	 	Joint Venture Term
	 
	 	 	The duration of the Company shall commence on the date of the issuance of the Company’s
Business License and continue for a period of 50 (Fifty) years, unless, earlier terminated
or further extended as provided herein.
	 
	16.2	 	Extension
	 
	 	 	The Parties shall commence negotiations on whether and for how long to extend the Joint
Venture Term no less than 2 (Two) years prior to the expiration of the Joint Venture Term
(or any extension thereof). A written application for the extension of duration, proposed
by one Party and agreed to by all Parties, shall be filed to the Approval Authority 6 (Six)
months prior to the expiration date of the Joint Venture Term of the Company.





Article 17 Liabilities for Breach of Contract





	17.1	 	Should all or part of the Contract be unable to be fulfilled as a result of act or
omission of one Party, the Party in default shall bear the liabilities thereof. Should it be
the fault of both the Parties, they shall bear respective liabilities according to the actual
situation.
	 
	17.2	 	Should Party A breach Article 6.1 or the Company fail to pay the Return as per Article 8.1,
therefore, Party B should have the right to consult with Party A to agree (Party A shall not
unreasonably withhold such consent) to a disposal of any assets of the Company up to the
amount equivalent to the registered capital paid by Party B together with the unpaid accrued
Return receivable by Party B pursuant to Article 8.1 of this Contract.





Article 18 Termination, Dissolution and Liquidation





	18.1	 	Any Party not in breach of this Contract may terminate (the “Terminating Party”) this
Contract with immediate effect by written notice to the Company and the other Party if any of
the following events occurs:






	 	(a)	 	A Party breaches any substantial provision of this Contract, and
	 
	 		 	- the breach threatens to render the Company incapable
of continuing its operations; or




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	 	 	 	- the breach infringes upon a significant right of the complaining Party;
	 
	 	 	 	and the breaching Party fails to make good such breach within 120 (One Hundred and Twenty)
days of receiving written notice of the breach from the complaining Party;
	 
	 	(b)	 	A Party is permanently or for an unforeseeable period of time prevented from fulfilling its
obligations under this Contract;
	 
	 	(c)	 	A Party undergoes bankruptcy, liquidation or reorganization proceedings or any other
insolvency proceedings filed or commenced against it in a court of law or by a public
authority, or has voluntarily filed for bankruptcy or has had involuntarily filed against it
a bankruptcy petition, which is not dismissed within 60 (Sixty) days;
	 
	 	(d)	 	A Party has become insolvent or faces a substantial deterioration in the actual or imminent
value of its assets;
	 
	 	(e)	 	A Party has an order entered against it either appointing a receiver or trustee for, or
issuing a levy attachment against, a substantial portion of its assets, and without such
order being vacated, set aside or stayed within 60 (Sixty) days;
	 
	 	(f)	 	A Party has its equity in the Company seized by a creditor or assigns its equity for the benefit of its creditors;
	 
	 	(g)	 	A Party is dissolved;
	 
	 	(h)	 	The accumulated losses of the Company exceed half of the registered capital;
	 
	 	(i)	 	The Parties decide to terminate this Contract as stipulated in Article 20 of this Contract.
	 
	 	 	 	If this Contract is terminated due to the acts or omissions of a Party (the “Default
Party”), pursuant to (a), (b), (c), (d), (e), (f) and (g), the Party not in default
(“Terminating Party”) shall have the following choices:






	 	(1)	 	If so requested by the Terminating Party in writing, the
Default Party shall sell all of its interest in the registered
capital of the Company to the Terminating Party within 90 (Ninety)
days of the written request.
	 
	 	 	 	Should the Default Party refuse to confirm agreement to sell all of its interest in the
registered capital of the Company to the Terminating Party within 28 (Twenty Eight)
days after written request, the Terminating Party shall be entitled to either:




21









 






	 	a.	 	commence proceedings to compel the Default Party to sell
all of its interest in the registered capital of the Company
to
the Terminating Party; or
	 
	 	b.	 	issue an alternative written notice to
compel the Default
Party to purchase all of the interest of the Terminating
Party in the registered capital of the Company. If an
alternative written notice is issued, it shall
become
irrevocable.






The request for sale of equity shall be exercised in writing together with the
notice of termination.




The Terminating Party and the Default Party shall appoint, within a period of 2
(Two) weeks from the date of receipt of the termination notice, an independent
international auditor who shall determine the fair market purchase price for the
portion of the registered capital in the Company. If the Parties fail to appoint
the auditor within the 2(Two)-week period, the Terminating Party shall have the
right to submit the matter to the President of the Singapore International
Arbitration Center, who shall in turn appoint an auditor within a period of 30
(Thirty) days.




The purchase price determined by the auditor shall be final and binding upon the
Parties. No Party shall call upon a court of law or any other authority in an
attempt to invalidate, amend or review the auditor’s determined purchase price.




The Default Party shall pay the costs of the auditor’s opinion.




	 	(2)	 	If the reason for termination is due to Party
A’s serious material breach of this Contract, and Party A fails
to remedy the breach within 60 days after written notification
by Party B, then Party B has the right to compel Party A and
Party A shall exercise the Call Option under Article 6.1.






	18.2	 	Liquidation






	 	(a)	 	Upon the scheduled expiration of the Joint Venture Term (including
any
extension thereof) or the earlier termination of the Company, the Board of
Directors shall immediately adopt a unanimous resolution to liquidate
the
Company, formulate liquidation procedures, establish a liquidation committee and
notify the Approval Authority of the liquidation of the Company.
	 
	 	(b)	 	The liquidation of the Company shall be handled in accordance with applicable
Laws and Regulations. The liquidation committee shall be composed of 3 (Three)
persons. 1 (One) shall be appointed by Party A with the obligations of leading the
liquidation committee, 1 (One) shall be appointed by Party B, and the third shall
be a person agreed upon by the first 2 (Two) people appointed and shall be an
accountant or lawyer registered in China. In case any member of the liquidation
committee so appointed cannot serve, a replacement shall be appointed within 10




22









 






	 	 	 	(Ten) days. If the first 2 (Two) members fail to agree as to the third member within
15 (Fifteen) days, the third member shall be appointed by the Company’s regular
external auditors and shall be an accountant or lawyer registered in China. The
Board of Directors shall thereupon submit the list of the 3 (Three) members of the
liquidation committee to the Approval Authority for record.
	 
	 	(c)	 	The liquidation committee shall be fully responsible for the work set forth in
the
Laws and Regulations.
	 
	 	(d)	 	The Board of Directors shall within 15 (Fifteen) days of receipt of the report
of
the liquidation committee, make decisions on the liquidation plan of
the
liquidation committee. If the Board fails to decide the liquidation plan of the
liquidation committee due to disputes between the Parties, then the matter shall be
handled pursuant to Article 22 hereof.
	 
	 	(e)	 	Any money and assets received by the Company from liquidation shall be applied
in the following order, if required by the applicable Laws and Regulations:






	 	(i)	 	to the payment of liquidation expenses and remuneration
of the members of the Liquidation Committee;
	 
	 	(ii)	 	to the payment of outstanding wages and benefits of the
staff of the Company;
	 
	 	(iii)	 	 to the payment of outstanding State taxes;
	 
	 	(iv)	 	to the payment of other debts;






	 	 	 	The remaining proceeds of liquidation (if any) shall be paid firstly to the Party B
up to the sum of Party B’s RMB contribution made to the Company and its due accrued
Return receivable pursuant to Article 8.1;
	 
	 	 	 	The other remaining proceeds (if any) shall be paid to Party A.
	 
	 	(f)	 	Upon completion of liquidation of the Company, the liquidation committee shall
submit a liquidation proceedings wind-up report to the Board of Directors for approval
and submission to the Approval Authority for the record and carry out the necessary
procedures to cancel the Company’s tax registration, cancel its business registration
and return its Business License, and register with the customs authorities.





Article 19 Confidentiality





	19.1	 	Confidentiality





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	 	(a)	 	Each of the Parties acknowledges and agrees that the discharge of its
obligations
under this Contract will involve the disclosure of confidential information
(“Confidential Information”).
	 
	 	(b)	 	Each of the Parties, its Affiliates, and the Company shall use Confidential
Information only for the purposes specified in this Contract, and shall not disclose
any Confidential Information to any third Parties without the prior written consent
of the Party providing such Confidential Information, except the information
already known to the receiving Party or Parties at the time of receipt, made
publicly available by the supplying Party and coming into the public domain
otherwise than through the default of the receiving Party or Parties. No entity
other than the Company shall be permitted to use, practice or exploit any
Confidential Information provided by any Party or its Affiliates in any manner
without the prior written consent of such Party or such Affiliates.
	 
	 	(c)	 	The Party receiving Confidential Information shall cause its personnel with
access
thereto, and the Company shall cause all of its personnel, to
execute a
confidentiality agreement with respect thereto in form and substance satisfactory
to the providing Party. The receiving Party, its Affiliates and the Company shall
make Confidential Information available only to those of their
personnel whose
duties necessitate access to or familiarity with such Confidential Information. In
addition, the receiving Party shall store Confidential Information in the same
manner as it would for its own confidential information and where not less than
reasonable care and diligence shall be applied.
	 
	 	(d)	 	The confidentiality obligations of the Parties set forth in this Article 19
shall he
maintained during the term of this Contract and for an additional period of seven
(7) years after the expiration or termination of the Company.
	 
	 	(e)	 	Notwithstanding this Article 19, each Party may disclose
Confidential
Information:






	 	(i)	 	to its legal and financial advisers requiring the
information for the purposes of this Contract; and
	 
	 	(ii)	 	to the extent required by the Laws and Regulations or a
stock exchange.





Article 20 Force Majeure





	20.1	 	If any Party is prevented from performing any of its obligations under this Contract due to
an Event of Force Majeure, the prevented Party shall within 10 (Ten) business days of the
occurrence of such Event of Force Majeure notify the other Parties of the occurrence of any
Event of Force Majeure by cable, telex, facsimile or courier. Within 15 (Fifteen) days of the
occurrence of such Event of Force Majeure, the prevented Party shall provide the other Parties
a detailed description of the Event of Force Majeure. The prevented Party shall use
commercially reasonable endeavors to mitigate and circumvent the Event of Force Majeure.






24









 








	20.2	 	According to the effects of Force Majeure on the performance
of the Contract, the
Parties shall consult each other to decide whether to terminate the contract or to exempt one
Party of the Parties from implementing part of its/their obligations pursuant to the
Contract, or to delay the performance of the Contract.
	 
	20.3	 	Should the delay caused by any Event of Force Majeure continue for more than 90 (Ninety)
consecutive days from the date of such notice, any of the other Parties may choose to either
continue to perform this Contract or terminate this Contract.





Article 21 Applicable Law





	21.1	 	The validity, interpretation and implementation of this Contract shall be governed by the
Laws and Regulations, but in the event that there are no Laws and Regulations governing a
particular matter relating to this Contract, reference shall be made to general international
commercial practices.





Article 22 Dispute Resolution





	22.1	 	Amicable Settlement
	 
	 	 	In the event that a dispute arises out of or in connection with this Contract
among the Parties, the Parties shall endeavor in good faith to reach an amicable settlement
of the dispute through friendly negotiations or referral to an independent mediator.






	22.2	 	Arbitration






	 	(a)	 	If no mutually acceptable settlement of the dispute is made within the 60
(Sixty) days from the commencement of the settlement negotiation or from the date of
referral to an independent mediator or if any Party refuses to engage in any settlement
negotiation or if the Parties fail to agree on the selection of the independent
mediator, any Party may submit the dispute to Singapore International
Arbitration Centre (SIAC) by three arbitrators for binding arbitration of the dispute
in accordance with its applicable rules of SIAC. Party A and Party B shall each
nominate one arbitrator and the third arbitrator shall be nominated by the two
aforesaid arbitrators jointly.
	 
	 
	 	(b)	 	The venue of arbitration shall be Singapore. The procedural law of this place
shall apply where the rules of SIAC are silent. The arbitral award shall be final and
binding upon the Parties hereto. No Party shall call upon a court of
law or any other
authority in an attempt to invalidate, amend or review the arbitral award.
	 
	 	(c)	 	The language of any arbitration proceedings shall be in the English language.




25









 










Article 23 Miscellaneous





	23.1	 	This Contract is written in the English language in 7 (Seven) originals, 1 (One) for each
Party and the Company and 4 (Four) for the Approval Authority, and in the Chinese language in
7 (Seven) originals, 1 (One) for each Party and the Company and 4
(Four) for the Approval
Authority. Both the Chinese language and the English language versions shall be equally
authentic.
	 
	23.2	 	Any annexure of this Contract shall form an integral part of the Contract and has the same
legal effectiveness.
	 
	23.3	 	This Contract hereto constitutes the entire agreement among the Parties with respect to the
subject matter of this Contract and supersedes all prior discussions, notes,
memoranda, negotiations, understandings and documents and agreements between them thereon. All
agreements, contracts and other documents executed by the Parties on the subject matter
before the execution of this Contract shall become null and void automatically when
this Contract enters into effect.
	 
	23.4	 	This Contract may only be amended by written agreement executed by the duly authorized
representatives of each Party hereto. Such amendments shall become
effective upon the approval
of the Approval Authority, if required by the Laws and Regulations.
	 
	23.5	 	The rights and obligations of the Parties established by and under this Contract shall
continue to exist throughout the Joint Venture Term (and any extension thereof) and shall not
be prejudiced by the establishment of the Company or the adoption of the Articles of
Association. In the event of any conflict or inconsistency between this Contract on the one
hand and the Articles of Association on the other, this Contract shall prevail. Articles 17,
19 and 22 of this Contract shall survive the termination of this Contract.
	 
	 	 	All notices given by one Party to the other Parties or by the Company to any Party shall be
made in English by personal delivery, facsimile or registered airmail letter to the address
indicated below or such other address notified in lieu thereof and all notices given by any
Party to the Company shall be sent to legal address of the Company.
	 
	 	 	Party A: Infineon Technologies China Co., Ltd.
	 
	 	 	Address: No. 7, Lane 647 Song Tao Road, Zhangjiang Hi-tech Park, Pudong New District,
Shanghai, 201203 PRC
	 
	 	 	Attention: Managing Director
	 
	 	 	Telephone: 86-21-3895 3708
	 
	 	 	Facsimile: 86-21-5080 6204
	 
	 	 	Party B: China-Singapore Suzhou Industrial Park Ventures Co., Ltd.




26









 












	 	 	Address: Room A311, 328 Airport Road, Suzhou Industrial Park, Jiangsu 215021, PRC
	 
	 	 	Attention: General Manager
	 
	 	 	Telephone: 86-512-62882698
	 
	 	 	Facsimile: 86-512-62882598
	 
	 	 	Unless otherwise specifically provided, the date of receipt of a notice or communication
hereunder shall be deemed to be the date of receipt if delivered
personally, 10 (Ten) days
after its postmark in the case of a registered airmail letter and 1 (One) working day after
dispatch in the case of a facsimile (provided that the sending Party can show proof of
confirmation of sending generated by the facsimile machine), whichever shall first occur.
Any Party may change its address for the purpose hereunder by written notice to the other
Parties.
	 
	23.6	 	Failure or delay on the part of any Party to exercise any right or privilege under this
Contract shall not operate as a waiver nor shall any partial exercise of any right or
privilege preclude any further exercise thereof. Any waiver by a Party at any time of a breach
of any term or provision of this Contract shall not be constructed as a waiver by such Party
of any subsequent breach, its rights under such term or provision, or any of its other rights
hereunder.
	 
	23.7	 	If any one or more of the provisions contained in this Contract or any document executed in
connection herewith shall be invalid, illegal or unenforceable in any respect under any
applicable law, (i) the validity, legality and enforceability of the remaining provisions
contained herein or therein shall not in any way be affected or impaired and shall remain in
full force and effect; and (ii) the Parties shall consult together to replace the invalid,
illegal or unenforceable provision immediately with a term or provision that is valid, legal
and enforceable and that comes closest to expressing the original intention of the Parties.
	 
	23.8	 	The headings contained in this Contract are for reference only and shall not be deemed to be
a part of this Contract or to affect the meaning or interpretation hereof.
	 
	23.9	 	Each Party thereto shall bear its own costs and expenses incurred and to be incurred in
connection with the preparation of this Contract and the transactions contemplated by this Contract.
	 
	23.10	 	Without limiting Article 23.7, if any provision of this
Contract is held to be invalid,
including but not limited to the provisions on Return or schedule of capital contribution,
Party B shall indemnify Party A from all damages or disadvantages suffered. In addition, the
parent entity or committee of Party B shall grant additional benefits to Party A to put Party
A in the same position as though the provisions are of full effect.
	 
	23.11 	 	The export of the products processed or manufactured by the Company shall be subject to the
Board of Directors approval on a case-by-case basis.




27









 





	23.12	 	This Contract shall become effective on the date on which this Contract is
approved, in writing by the Parties, and by the Approval Authority.




IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed as of the date
first above written by their duly authorized representatives.




Infineon Technologies China Co., Ltd.




	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/  Harald Eggers	 	 
	 	By:	 	/s/  Tien Tee Pow	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





China-Singapore Suzhou Industrial Park Ventures Co., Ltd.




	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/  Wang Jinhua	 	 
	 	By:	 	/s/  Yang Jiangzhong	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





Date: July 28, 2003





28










 







First Amendment to



Cooperative Joint Venture Contract dated 28 July 2003



on the Establishment of



Infineon Technologies Suzhou Co., Ltd.



by and between



Infineon Technologies China Co., Ltd.



and



China-Singapore Suzhou Industrial Park Ventures Co., Ltd.




Dated this 24 September 2004




 









 









Table
of Contents




	 	 	 
	Preliminary Statement
	Article 1.

	 	Definitions
	Article 2.

	 	Parties
	Article 3.

	 	Changes to the Name and Address
of the Company
	Article 4.

	 	Changes to the Composition of
the Board of Directors
	Article 5.

	 	Applicable Law
	Article 6.

	 	Miscellaneous






1









 






Preliminary Statement to this First Amendment



THIS FIRST AMENDMENT TO COOPERATIVE JOINT VENTURE CONTRACT
(this “First Amendment”) dated 28th day of July, 2003 (hereinafter “CJV”)) is
entered into on 24 September 2004 in accordance with the Law on Sino-foreign Cooperative
Joint Ventures of the People’s Republic of China and other applicable Chinese laws and
regulations by and between Infineon Technologies China Co., Ltd. (“Party A”), a holding
company with limited liability formed in PRC whose principal office is located at No. 7, Lane
647 Song Tao Road, Zhangjiang Hi-tech Park, Pudong New District, Shanghai, PRC, and
China-Singapore Suzhou Industrial Park Ventures Co., Ltd (“Party B”), a limited liability
company duly organized and validly existing under the laws of China whose principal office is
located at 11th Floor International Building, #2 Suhua Road Suzhou
Industrial Park, Jiangsu, PRC.



The Parties hereby agree to amend the CJV to effect a change in the address of Infineon
Technologies Suzhou Co., Ltd. (“Company”) and a change in the composition of the board of
directors of the Company established on 28 July 2003, on the terms and conditions set forth
below.




Article 1 Definitions



Unless the terms or the context of this Contract otherwise provide, all capitalized terms shall
have the same meaning as defined in the CJV.




Article 2 Parties




	 	 	 	 	 	 	 	 	 
	2.1	 	The Parties to this First Amendment are:  
	 	 	 
	 	 	 	 	 	 
	 	 	Party A:
	 	Infineon Technologies China Co., Ltd.	 	 	 	 
	 	 	Place of Registration:
	 	No. 7, Lane 647 Song Tao Road, Zhangjiang	 	 	 	 
	 	 	 
	 	Hi-tech    Park,     Pudong     New District,	 	 	 	 
	 	 	 
	 	Shanghai, PRC	 	 	 	 
	 	 	Legal Address:
	 	No. 7, Lane 647 Song Tao Road, Zhangjiang	 	 	 	 
	 	 	 
	 	Hi-tech     Park,     Pudong     New District,	 	 	 	 
	 	 	 
	 	Shanghai, PRC	 	 	 	 
	 	 	Legal Representative:
	 	Name:                   LOH Kin Wah	 	 	 	 
	 	 	 
	 	Position:             Chairman	 	 	 	 






2









 






	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Nationality:           Malaysian	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	Party B:
	 	China-Singapore   Suzhou   Industrial Park	 	 	 	 
	 	 	 
	 	Ventures Co., Ltd.	 	 	 	 
	 	 	Place of Registration:
	 	11th Floor International Building, #2 Suhua	 	 	 	 
	 	 	 
	 	Road Suzhou Industrial Park, Jiangsu, PRC	 	 	 	 
	 	 	Legal Address:
	 	11th Floor International Building,  #2 Suhua	 	 	 	 
	 	 	 
	 	Road Suzhou Industrial Park, Jiangsu. PRC	 	 	 	 
	 	 	Legal Representative:
	 	Name:                    WANG Jinghua	 	 	 	 
	 	 	 
	 	Position:                   Chairman	 	 	 	 







	2.2	 	Representations and Warranties






	 	(a)	 	Each Party hereby represents and warrants to the other Party
that:






	 	(a)	 	it has the full right, power and authority to execute this
First Amendment; and
	 
	 	(b)	 	its legal representative named above is duly authorized and
empowered to sign, execute and give effect to the First Amendment.






	2.3	 	The Parties shall further execute on the First Amendment to the Articles of
Association of the Company and to take such steps as well as to cause the Company to take
such steps as may be necessary to give effect to the amendment intended by Articles 3 and
4 herein.





Article 3 Name and Address of the Company





The last sentence of Article 3.3 of the CJV shall be amended as follows:




“The legal address of the Company shall be No. 133, Changyang Street, Suzhou
Industrial Park, Suzhou, Jiangsu, PRC.”



Article 4 Composition of the Board of Directors





The first sentence of Article 10.1(b) of the CJV shall be amended as follows:


3









 







“The Board of Directors shall be composed of eight (8) Directors of which seven (7)
Directors shall be appointed by Party A, one (1) Director by Party B.”



Article 5 Applicable Law





The validity, interpretation and implementation of this First Amendment shall be governed by
the Laws and Regulations, but in the event that there are no Laws and Regulations governing a
particular matter relating to this First Amendment, reference shall be made to general
international commercial practices.



Article 6 Miscellaneous





This First Amendment is written in the English language in seven (7) originals, one (1) for
each Party and the Company and four (4) for the Approval Authority and in the Chinese language in
seven (7) originals, one (1) for each Party and the Company and four (4) for the Approval
Authority. Both the Chinese language and the English language versions shall be equally authentic.



4









 




IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed as of the
date first above written by their duly authorized representatives.




	 	 	 	 	 
	Infineon Technologies China Co., Ltd.	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	By:

	 	[ILLEGIBLE]	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	China-Singapore Suzhou Industrial Park Ventures Co., Ltd.	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	By:

	 	[ILLEGIBLE]	 	 
	 

	 	 	 	 





5









 











 









 
















2









 














3









 














4









 














5









 








Second Amendment to



Cooperative Joint Venture Contract dated 28 July 2003



on the Establishment of



Infineon Technologies Suzhou Co., Ltd.



by and between



Infineon Technologies China Co., Ltd.



and



China-Singapore Suzhou Industrial Park Ventures Co., Ltd,




Dated this March 15, 2005




 









 








Table
of Contents




	 	 	 
	Preliminary
Statement
	Article 1.

	 	Definitions
	Article 2.

	 	Parties
	Article 3.

	 	Composition of the Board of
Directors
	Article 4.

	 	Applicable Law
	Article 5.

	 	Miscellaneous






1









 







Preliminary Statement to this Second Amendment



THIS SECOND AMENDMENT TO COOPERATIVE JOINT VENTURE CONTRACT
(this “Second Amendment”) dated 28th day of July, 2003 (hereinafter “CJV”) is
entered into on         March 2005 in accordance with the Law on Sino-foreign
Cooperative Joint Ventures of the People’s Republic of China and other applicable Chinese laws and
regulations by and between Infineon Technologies China Co., Ltd. (“Party A”), a holding company
with limited liability formed in PRC whose principal office is located at No. 7, Lane 647 Song Tao
Road, Zhangjiang Hi-tech Park, Pudong New District, Shanghai, PRC, and China-Singapore Suzhou
Industrial Park Ventures Co., Ltd. (“Party B”), a limited liability company duly organized and
validly existing under the laws of China whose principal office is located at 11th
Floor International Building, #2 Suhua Road Suzhou Industrial Park, Jiangsu, PRC.



The Parties hereby agree to amend the CJV to effect a change in the composition of the board of
directors of the Company established on 28 July 2003, on the terms and conditions set forth below.




Article 1 Definitions



Unless the terms or the context of this Contract otherwise provide, all capitalized terms shall
have the same meaning as defined in the CJV.




Article 2 Parties




	 	 	 	 	 	 	 	 	 
	2.1	 	The Parties to this Second Amendment are:  
	 	 	 
	 	 	 	 	 	 
	 	 	Party A:
	 	Infineon Technologies China Co., Ltd	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	Place of Registration:
	 	No. 7, Lane 647 Song Tao Road,
Zhangjiang	 	 	 	 
	 	 	 
	 	Hi-tech    Park,     Pudong     New    District,	 	 	 	 
	 	 	 
	 	Shanghai, PRC	 	 	 	 
	 	 	Legal Address:
	 	No. 7, Lane 647 Song Tao Road,
Zhangjiang	 	 	 	 
	 	 	 
	 	Hi-tech Park, Pudong New District,	 	 	 	 
	 	 	 
	 	Shanghai, PRC	 	 	 	 
	 	 	Legal Representative:
	 	Name:                LOH Kin Wah	 	 	 	 
	 	 	 
	 	Position:                Chairman	 	 	 	 
	 	 	 
	 	Nationality:             Malaysian	 	 	 	 






2









 






	 	 	 	 	 	 	 	 	 
	 	 	Party B:
	 	China-Singapore   Suzhou   Industrial Park	 	 	 	 
	 	 	 
	 	Ventures Co., Ltd,	 	 	 	 
	 	 	Place of Registration:
	 	11th Floor International Building, #2 Suhua	 	 	 	 
	 	 	 
	 	Road Suzhou Industrial Park, Jiangsu, PRC	 	 	 	 
	 	 	Legal Address:
	 	11th Floor International Building, #2 Suhua	 	 	 	 
	 	 	 
	 	Road Suzhou Industrial Park, Jiangsu, PRC	 	 	 	 
	 	 	Legal Representative:
	 	Name:                WANG Jinghua	 	 	 	 
	 	 	 
	 	Position:                 Chairman	 	 	 	 







	2.2	 	Representations and Warranties






	 	(a)	 	Each Party hereby represents and warrants to the other Party
that:






	 	(i)	 	it has the full right, power and authority to execute this
Second Amendment; and
	 
	 	(ii)	 	its legal representative named above is duly authorized
and empowered to sign, execute and give effect to the Second Amendment.






	2.3	 	The Parties shall further execute the Second Amendment to the Articles of Association of
the Company and to take such steps as well as to cause the Company to take such steps as
may be necessary to give effect to the amendment intended by Article 3 herein.





Article 3 Composition of the Board of Directors





The first sentence of Article 10.1(b) of the CJV shall be amended as follows:




“The Board of Directors shall be composed of six (6) Directors of which five (5) Directors
shall be appointed by Party A, one (1) Director by Party B.”



Article 4 Applicable Law





The validity, interpretation and implementation of this Second Amendment shall be
governed by the Laws and Regulations, but in the event that there



3









 






are no Laws and Regulations governing a particular matter relating to this Second Amendment,
reference shall be made to general international commercial practices.



Article 5 Miscellaneous





This Second Amendment is written in the English language in seven (7) originals, one (1) for
each Party and the Company and four (4) for the Approval Authority, and in the Chinese language in
seven (7) originals, one (1) for each Party and the Company and four (4) for the Approval
Authority. Both the Chinese language and the English language versions shall be equally authentic.



4









 




IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed as of the
date first above written by their duly authorized representatives.




	 	 	 	 	 
	Infineon Technologies China Co., Ltd,	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	By:

	 	[ILLEGIBLE]	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	China-Singapore Suzhou Industrial Park Ventures Co., Ltd.	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	By:

	 	[ILLEGIBLE]	 	 
	 

	 	 	 	 





5









 












 









 














2









 














3









 














4










 







Third Amendment to




Cooperative Joint Venture Contract Dated 28 July 2003




On the Establishment of




Infineon Technologies (Suzhou) Co., Ltd.

(hereinafter referred to as the “Company”)




by and between




Infineon Technologies Central B.V.




AND




China-Singapore Suzhou Industrial Park Venture Co., Ltd.




Dated 13th March 2006




 









 








Table of Contents




Preliminary Statement




	 	 	 
	Article 1.

	 	Definitions
	Article 2.

	 	Parties
	Article 3.

	 	Assignment
	Article 4.

	 	Applicable Law
	Article 5.

	 	Miscellaneous






 









 





Preliminary Statement to this Third Amendment




     This Third Amendment to Cooperative Joint Venture Contract (this “Third Amendment”) dated
28th day of July, 2003 (hereinafter “CJV”) is entered into on 13th March 2006, in
accordance with the “Law of the Cooperative Joint Venture of the People’s Republic of China, by and
between (1) Party A, Infineon Technologies China Co., Ltd, a holding company with limited liability
formed in China, whose principal office is located at No. 7, Lane 647, Song Tao Road, Zhang Jiang
Hi-Tech Park, Pudong Shanghai, (2) Party B, China-Singapore Suzhou Industrial Park Ventures Co.,
Ltd, PRC, a limited liability company duly organized and validly existing under the laws of China
whose principal office is located at
9th Floor Zhi Ye Plaza, 158# Wangdun Road, Suzhou
Industrial Park, Jiangsu, PRC and (3)Party C, Infineon Technologies Central B.V., Netherlands, a
holding company with limited liability formed in Netherlands, whose principal office is located at
Westblaak 32, NL-3012 KM Rotterdam, The Netherlands, and



     The Parties hereby agree to amend the CJV by assigning the CJV from Party A to Party C, concerning
Infineon Technologies (Suzhou) Co., Ltd. (hereinafter the
“COMPANY”), established on 28 July 2003,
on the terms and conditions set forth below.



Article 1 Definitions




     Unless the terms or the context of this Third Amendment otherwise provide, all capitalized terms
shall have the same meaning as defined in the CJV.



Article 2 Parties




2.1 The Parties to this Third Amendment are:




     Party A: Infineon Technologies China Co. Ltd. (hereinafter IFCN)



     Place of Registration: No. 7, Lane 647, Song Tao Road, Zhang Jiang Hi-Tech Park,




     Pudong




     Legal Representative: Mr. Pow Tien Tee



     Party B: China-Singapore Suzhou Industrial Park Ventures Co., Ltd.


Place of Registration: 9th Floor Zhi Ye Plaza, 158# Wangdun Road,



Suzhou Industrial Park,

Jiangsu, PRC




 









 





Legal Address: 9th Floor Zhi Ye Plaza, 158# Wangdun Road,



Suzhou Industrial Park,

Jiangsu, PRC




     Legal Representatives:  Name: LIN Xianghong


Profession: Chairman of the Board of Directors

Nationality: Chinese




     Party C: Infineon Technologies Central B.V. (hereinafter IFCBV)




     Place of Registration: Westblaak 32



NL-3012 KM Rotterdam

The Netherlands




     Legal Address: Westblaak 32


NL-3012 KM Rotterdam

The Netherlands




     Legal Representatives:




	 	1.	 	Name: Robert Hawliczek

Profession: Company Executive

Nationality: German
	 
	 	2.	 	Name: Marlies Schneider

Profession: Company Executive

Nationality: German




2.2 Representative and Warranties





	 	(a)	 	Each Party hereby represents and warrants to the other Parties that:






	 	(i)	 	it has the full right, power and authority to execute this Third Amendment; and
	 
	 	(ii)	 	its legal representative named above is duly authorized and empowered to sign, execute
and give effect to the Third Amendment.




2.3 The Parties shall further execute on this Third Amendment to the Articles of Association of the
Company.



2.4 The abbreviation of IFCBV shall replace IFCN throughout the CJV of the COMPANY.




Article 3 Assignment




     With effect from 1st April 2006, the Parties agree that the CJV shall be assigned



 









 







from Party A to Party C and all the terms and conditions of the CJV shall apply to Party C, in
place of Party A, provided that the original approval authority has granted approval on the share
transfer between Party A and Party C. Party B agrees that it shall look to Party C as its contract
partner for the CJV from
1st
April 2006.



Article 4 Applicable Law




     The validity, interpretation and implementation of this Third Amendment shall be governed by the
Laws and Regulations, but in the event that there are no Laws and Regulations governing a
particular matter relating to this Third Amendment, reference shall be made to general
international commercial practices.



Article 5 Miscellaneous



5.1 This Third Amendment is written in the English language in seven (7) originals, one (1) for
each Party and the Company and four (4) for the Approval Authority, and in the Chinese language in
seven (7) originals, one (1) for each Party and the Company and four (4) for the Approval
Authority. Both the Chinese language and the English language versions shall be equally authentic.



5.2 This Third Amendment shall become effective upon the approval by the original approval
authority.




     In WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be executed as of the
date first above written by their duly authorized
representatives.



 









 





[execution page]





Infineon Technologies Central B.V.




	 	 	 	 	 
	By
	 	/s/ [ILLEGIBLE]
 

	 	 






China-Singapore Suzhou Industrial Park Ventures Co., Ltd




 

[SEAL]




	 	 	 	 	 
	By

	 	/s/ [ILLEGIBLE]
 

	 	 






Witnessed by

Infineon Technologies China Co., Ltd




	 	 	 	 	 
	[SEAL]
	 	 
	 
	By

	 	 

	 	 






 









 





Fourth Amendment to




Cooperative Joint Ventures Contract Dated 28 July 2003




On the Establishment of




Infineon Technologies (Suzhou) Co., Ltd.

(hereinafter referred to as the “Company”)




by and between




Infineon Technologies Central B. V.




AND




China-Singapore Suzhou Industrial Park Ventures Co., Ltd.




Dated April 18 2006




 









 








Table of Contents




Preamble




	 	 	 
	Article 1.

	 	Definitions
	Article 2.

	 	Parties
	Article 3.

	 	Change of Name
	Article 4.

	 	Applicable Law
	Article 5.

	 	Miscellaneous






 









 





Preamble




     This Fourth Amendment to Cooperative Joint Ventures Contract (this “Fourth Amendment”) dated
28th day of July, 2003 (hereinafter “CJV”) is entered into on April 18 2006, in
accordance with the “Law of the Cooperative Joint Ventures of
the People’s Republic of China,” by
and between (1) Party A, Infineon Technologies Central B. V., Netherlands, a holding company with
limited liability formed in Netherlands, whose principal office is located at Westblaak 32,
NL-3012 KM Rotterdam, The Netherlands, and (2) Party B, China-Singapore Suzhou Industrial Park
Ventures Co., Ltd, PRC, a limited liability company duly organized
and validly existing under the laws of China whose principal office
is located at 9th Floor Zhi Ye Plaza, 158# Wangdun
Road Suzhou Industrial Park, Jiangsu, PRC.



Article 1
Definitions




     Unless
the terms or the context of this Fourth Amendment otherwise provide, all capitalized
terms shall have the same meaning as defined in the CJV.



Article 2 Parties



2.1 The Parties to this Fourth Amendment are:




     Party A: Infineon Technologies Central B. V.



     Place of Registration: Westblaak 32



NL-3012 KM Rotterdam

The Netherlands




     Legal Address: Westblaak 32


NL-3012
KM Rotterdam

The Netherlands




     Legal Representatives:




	 	1.	 	Name: Robert Hawliczek

Profession: Company Executive

Nationality: German
	 
	 	2.	 	Name: Marlies Schneider

Profession: Company Executive

Nationality: German





     Party B: China-Singapore Suzhou Industrial Park Ventures Co., Ltd.

Place of Registration: 9th Floor Zhi Ye Plaza, 158# Wangdun Road



 









 




Suzhou Industrial Park

Jiangsu, PRC




     Legal Address: 9th Floor Zhi Ye Plaza, 158# Wangdun Road


Suzhou Industrial Park,

Jiangsu, PRC




     Legal Representatives:  Name: LIN Xianghong


Profession: Chairman of the Board of Directors

Nationality: Chinese



2.2 Representative and Warranties





	 	(a)	 	Each Party hereby represents and warrants to the other Party that:






	 	(i)	 	it has the full right, power and authority to execute this
Fourth Amendment; and
	 
	 	(ii)	 	its legal representative named above is duly authorized and
empowered to sign, execute and give effect to the Fourth Amendment.




2.3 The Parties shall further execute the Fourth Amendment to the Articles of Association of the
Company.




Article 3 Change of Name




     With effect from the issuance of the new Business License, the Parties agree that the name of the
Company shall be changed from “Infineon Technologies Suzhou Co., Ltd.” to “Qimonda Technologies
(Suzhou) Co., Ltd.”. “Qimonda Technologies (Suzhou) Co., Ltd.” will replace “Infineon Technologies
(Suzhou) Co., Ltd.”
throughout the CJV.



Article 4 Applicable Law




     The validity, interpretation and implementation of this Fourth Amendment shall be governed by the
Laws and Regulations, but in the event that there are no Laws and Regulations governing a
particular matter relating to this Fourth Amendment, reference shall be made to general
international commercial practices.



Article 5 Miscellaneous



5.1 This Fourth Amendment is written in the English language in six (6) originals, one (1) for each
Party and the Company and four (4) for the Approval Authority, and in the Chinese language in six
(6) originals, one (1) for each Party and the Company and four (4) the Approval Authority. Both the
Chinese language and the English




 









 







language versions shall be equally authentic.





	5.2.	 	This Fourth Amendment shall become effective upon the approval by the original approval
authority.





          In WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment to be executed as of
the date first above written by their duly authorized representatives.



[NO CONTENTS BELOW]



 









 





[EXECUTION PAGE]




Shareholder;

Infineon Technologies Central B.V.




	 	 	 	 	 
	By

	 	/s/ Mr Qian Ziyan
 

Name: Mr Qian Ziyan

(Under Power of Attorney)
	 	 






China-Singapore Suzhou Industrial Park Ventures Co., Ltd



[SEAL]


	 	 	 	 	 
	By

	 	/s/ Mr. Lin Xianghong
 

Name: Mr. Lin Xianghong