**No.:**3101402009M100009700**Loan Contract****Important****     The borrower is advised to read carefully the entire text of this contract, especially thoseprovisions marked with **. Please do not hesitate to contact the creditor for explanation to anyquestion that arises.**Borrower:     STATS ChipPAC Shanghai Co.,Ltd.Legal Representative (Chief):     LEE YIK CHOONGLegal Address:     No.188 Huaxu Rd, Xujing Town, Qingpu District, ShanghaiCorrespondence Address:     As aboveCreditor:     ShanghaiQingpu Branch/Sub-Branch, Bank of Communications Co., Ltd.Chief:     Dong YibeiCorrespondence Address:     No.348 Gongyuan Rd, Qingpu DistrictWhereas,  The borrower has applied to the creditor for loan; and the borrower and the creditor havehereby formulated this Contract following their bilateral consultation, so as to clarify theirrespective rights and obligations.**Article I** **Loan** I. 1 Currency:     USD;  I. 2 Amount (in words):     Twelve million.  I. 3 The loan under this Contract is used only as:     Operating  I. 4 Term of Loan:     06 (mm)/30 (dd)/ 09 (yy) till 06 (mm)/ 25(dd)/ 10 (yy).**Article II** **Interest Rate and Calculation of Interest** II. 1 Interest Rate under this Contract: **—** Fixed RMB Interest Rate: The interest rate during the period of this Contractshall be executed on the basis of            <(            (month)           (year)>;
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 **—** Floating RMB Interest Rate: The interest rate shall be based on            baseinterest rate /            base interest rate            upward float/           base interest rate           downward float in            (time limit) upon the date of grant of the loan amount due bythe creditor. In case of an adjustment to the base interest rate by the People’s Bankover the said loan during the loan period, the creditor shall have the right to make acorresponding adjustment to the interest rate over the said loan, and the range ofupward (downward) float shall remain unchanged. The interest rate after the adjustmentshall be executed according to the following: (     ) Interest Rate to Be Decided Once Every Year:    The borrower shall implement according to the interest rate as agreed on inthis Contract for one year from the date the loan amount is granted. Upon theconclusion of the grant of loan for the year (on the basis of the date ofgrant of the first loan amount), the base interest rate is to be adjustedaccording to the base interest rate as announced by the People’s Bank for theday;  (     ) Interest Rate to Be Decided Once Every Six Months:    The borrower shall implement according to the interest rate as agreed on inthis Contract for six months from the date the loan amount is granted. Uponthe conclusion of the grant of loan for the six months (on the basis of thedate of grant of the first loan amount), the base interest rate is to beadjusted according to the base interest rate as announced by the People’s Bankfor the day;  (     ) Interest Rate to Be Decided Once Every Three Months:    The borrower shall implement according to the interest rate as agreed on inthis Contract for three months from the date the loan amount is granted. Uponthe conclusion of the grant of loan for the three months (on the basis of thedate of grant of the first loan amount), the base interest rate is to beadjusted according to the base interest rate as announced by the People’s Bankfor the day;  (     ) Interest Rate to Be Decided Once Every Month:    The borrower shall implement according to the interest rate as agreed on inthis Contract for one month from the date the loan amount is granted. Upon theconclusion of the grant of loan for the month (on the basis of the date ofgrant of the first loan amount), the base interest rate is to be adjustedaccording to the base interest rate as announced by the People’s Bank for the
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   day; (     ) Interest rate is to be adjusted on daily basis according to the baseinterest rate as announced by the People’s Bank for the day;   In case the base interest rate after an adjustment by the People’s Bank turns out tobe a floating interest rate or cancelled base interest rate, both parties shalldiscuss and consult with each other as to an adjustment to the interest rate underthis Contract. However, the interest rate after the adjustment shall not be lower thanthe then applicable interest rate. If the two parties concerned have failed to reachan agreement over the interest rate after adjustment in over                 month/months uponthe date of the adjustment by the People’s Bank, the creditor has the right toannounce that the loan amount under this Contract is prematurely due.     a USD           (foreign currency) Libor+0.5% II. 2 Daily Interest Rate = Monthly Interest Rate / 30; Monthly Interest Rate =Annual Interest Rate / 12.  II. 3 Calculation of Interest:  II. 3. 1 Normal Interest = Interest Rate under This Contract * Loan Amount Granted *Holding Days. Holding days are calculated commencing on the date of loan and concluding onthe date of obligation.  II. 3. 2 Penalty interest for overdue loan or appropriated loan is calculated on thebasis of the penalty interest rate for the overdue loan or the appropriated loan, and theactual days. The penalty interest rate for the overdue loan is 50% upward of the interestrate as specified in this Contract, and that for the appropriated loan is 100% upward ofthe interest rate as specified in this Contract, in case of a RMB loan; and the creditorhas the right to make a corresponding adjustment to the penalty interest rate under thisContract and execute the new penalty interest rate from the date of adjustment of theinterest rate by the People’s Bank, in case of an adjustment to the base interest rate bythe People’s Bank over the float-interest-rate-based overdue loan or appropriated loan.The penalty interest rate, in case of a foreign exchange loan, shall be calculated on thebasis of 50 % upward of the interest rate as specified in this Contract  II. 4 The interest for the loan under this Contract is settled according to the1. of the following two options, with the principal and interest to be cleared upin one operation when due. The date of settlement of the interest is the date of paymentof the interest: 1. Settlement of interest on 20th day of the last month ofeach quarter; or  2. Settlement of interest on 20th day of each month.
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 II. 5 Other Interest Rate Agreed On    Besides, the lender charges the borrower 1.3% of the loan amount as a commission.**Article III** **Grant and Repayment of Loan** III. 1 The borrower should undergo the relevant procedure in three banking days in advancebefore withdrawing the loan amount. In addition, the withdrawing should be conducted inaccordance with the following plan for loan grant.               Date of Grant Amount Granted  09 (mm)/ 24 (dd)/ 09 (yy); three million US dollars (in words)12 (mm)/ 24 (dd)/ 09 (yy); three million US dollars (in words)03 (mm)/ 24 (dd)/ 10 (yy); six million US dollars (in words)  (mm)/   (dd)/   (yy);   (in words) **III. 2 The creditor shall have the right to refuse to grant the loan amount before allof the following conditions are satisfied: 1. The borrower has accomplished all the legal formalities with regardto the relevant government permit, approval or registration as well as the otherformalities as required by the creditor. And the said formalities concerning thegovernment permit, approval or registration remain to be effective;  2. The Contract on Guarantee under this Contract (if applicable) hascome into effect and will continue to be effective. In case the Contract onGuarantee is the Contract on Mortgage and/or Contract on Hypothecation, the rightover the pledge shall be established and continue to be effective;  3. There has occurred no significant change so far that provesunfavorable to the business management and financial situation of the borrower;  4. The borrower has not violated this Contract. III. 3 The actual date of grant and the amount of loan granted shall be based on the dateand the amount recorded in the ‘Certificate of Loan’. III. 4 The borrower should pay back as scheduled the loan amount according to the due dateas specified in Clause I. 4 and the following plan. Should the due date registered in the‘Certificate of Loan’ be different from that as agreed on in this Contract, the formershall be the basis.
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             Due Date                     Repayment Amount 06 (mm)/ 25 (dd)/ 10 (yy); three million US dollars (in words)06 (mm)/ 25 (dd)/ 10 (yy); three million US dollars (in words)06 (mm)/ 25 (dd)/ 10 (yy); six million US dollars (in words)     (mm)/      (dd)/      (yy);                                        (in words) **III. 5 The loanee is not allowed to pay back the loan amounts prematurely without theloaner’s consent.****Article IV** **Statement and Pledge by the Borrower** IV. 1 The borrower is an independent civil entity legally established and legallyexisting with a full capacity to enjoy all the rights as entitled and a full ability toperform on his own all his obligations under this Contract and undertake for himself allhis civil responsibilities as due.  IV. 2 To sign and implement this Contract is the true expression of the borrower, withall the required consent, approval and authority and with no fault that can be foundlegally.  IV. 3 All the documents, materials and information provided by the borrower to thecreditor in the course of the signature and performance of this Contract are authentic,accurate, complete and valid, with no information hidden away that may possibly affect hisfinancial status and repayment ability.  IV. 4 At the time of signature of this Contract, the borrower is not a stockholder of theguarantor or the ‘actual controller’ as defined in the ‘Company Law’, nor does theborrower have any plan to be a stockholder of the guarantor or the ‘actual controller’.**Article V** **Rights and Obligations of the Creditor** V. 1 The creditor shall have the right to recover the loan principal and the interest(inclusive of the compound interest and the penalty interest for overdue and appropriatedloan), collect from the borrower the expense(s) payable, and exercise other rights asregulated by the relevant laws or specified in this Contract.  V. 2 The creditor shall keep confidential the business secret of the borrower acquiredin the course of the implementation of this Contract as well as the financial and businessmaterials and other information specified as ‘classified’ in writing by the borrower,unless otherwise regulated by law or specified in this Contract.**Article VI** **Obligations of the Borrower** VI. 1 The borrower should pay back the loan principal and pay the related interest under
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   this Contract in accordance with the schedule, amount, and currency as specifiedin this Contract. VI. 2 The borrower shall not use the loan under this Contract for any other purpose. **VI. 3 The borrower should undertake all the expenses under the Contract, including butnot limited to the notarization cost, evaluation fee, appraisal expense and registrationcharge.  **VI. 4 The borrower should comply with the relevant business system and operation asadopted by the creditor in the handling of loan operation, including but not limited tothe assistance to the creditor in the supervision and inspection over the use of the loanand the business operation of the borrower; provide promptly all the financial statementsand other data and information as requested by the creditor; and assure that thedocuments, materials and information provided are authentic, complete and accurate.  **VI. 5 The borrower should give the creditor at least a thirty-day written notice if anyof the following applies, and should not take the following actions before the former hascleared up the loan principal and interest due under this Contract, or provided a plan forrepayment of debt and a guarantee that are accepted by the creditor: 1. Sale, disposal as a gift, lease, loan, transfer, mortgage,hypothecation or disposal in some other manner of the major property, or all ofor most of the property;  2. Major change in the business system or the organizational form ofproperty right, including but not limited to contracting, leasing, joint businessoperation, corporate system reform, stock holding cooperation system reform,enterprise sale, merging (purchasing), joint venture (cooperation), branching,subsidiary formation, property right transfer, and capital reduction. **VI. 6 The borrower should give a written notice to the creditor in seven days upon thedate of the occurrence or possible occurrence of any of the following: 1. Amendment to the articles of association; change of items forindustrial and commercial registration such as business name, legalrepresentative, location, correspondence address or business scope of enterprise;or decision of great impact on financial affairs or human resources;  2. Scheduled application for bankruptcy, or possible application bythe borrower or guarantor for bankruptcy, or bankruptcy applied for by thecreditor;  3. Involvement in some major legal action, arbitration, administrativemeasure, or a compulsory measure, such as property preservation, taken on the
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   principal property or the guaranty object under this Contract; 4. Guarantee provided for a thirty party, resulting in majorunfavorable impact on the financial situation or the ability to perform thisContract;  5. Signature of a contract that is of a major impact on his businessoperation and financial status;  6. Suspension of production, going out of business, dissolution ofbusiness, suspension of business to bring up to standard, cancellation ofbusiness registration or cancellation of business license on the part of theborrower or the guarantor;  7. Illegal activity/activities found in the borrower, or the legalrepresentative (chief) or any of the major managerial personnel of the borrower,which are in violation of the relevant laws or the relevant applicabletransaction regulation;  8. Serious frustration in business, worsening of financial situationor an instance of negative impact upon the guarantor in the normal businessoperation, business situation or obligation ability;  9. Related business dealing resulted, the amount of which reaches orexceeds 10% of the net assets as recently appraised;  10. The borrower having become or being likely to be a stockholder ofthe guarantor or the ‘actual controller’ as defined in the ‘Company Law’. **VI. 7  In case the guarantee under this Contract is changing towards an unfavorabledirection for the creditor, the borrower should provide promptly some other guarantee thatthe creditor may accept.    ‘Change’ as named in this Clause includes but not limited to: merging, branching,suspension of production, going out of business, dissolution of business,suspension of business to bring up to standard, cancellation of businessregistration, cancellation of business license, application or being underapplication for bankruptcy on the part of the guarantor; major change in thebusiness operation or financial situation of the guarantor; involvement by theguarantor in some major legal action, arbitration, administrative measure orproperty preservation action or other compulsory measures over his principalproperty; deduction or possible deduction in value of the object guaranteed orcompulsory measure having been taken over the object guaranteed; breaching act orviolation against the applicable transaction regulations on the part of theguarantor or his legal representative (chief) or major managerial personnel;
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   guarantor being an individual, or being missing or dead (announced dead);breaching act against provisions under the contract on guarantee; disputeoccurring between the guarantor and the borrower; request by the guarantor fordissolution of the contract on guarantee; the contract on guarantee yet to beeffective, or found ineffective, or cancelled; the right to the object guaranteedbeing not established or invalid; or other incident affecting the security of thecreditor’s right of the creditor.**Article VII** **Other Items Agreed On**     Breach of contract:(1) asset-liability ratio is higher than 60% (asset-liability ratio =(total liabilities / total assets) * 100%); (2) interest coverage ratio is less than 6(interestcoverage ratio = (depreciation + interest Pre-tax profit) / interest); (3) bank transaction volumeweight ratio of our branch is less than 50% of total transaction volume, if found the ratio is lessthan 50% of total transaction volume, the borrower will be notified one month in advance by lenderfor critical action next month. If next month critical action is still failed, then the credit linewill be terminated by the lender.****Article VIII** **Pre-maturity of Loan**Should any of the following occur, the creditor shall have the right to suspend the grantof the unused loan amount to the borrower, announcing unilaterally partial or completepre-maturity of the loan for the borrower under this Contract and demanding that theborrower repay all the principal due and pay off the related interest without delay: 1. The statement and the pledge made in Article IV by the borrower arefound untruthful;  2. The borrower has violated this Contract;  3. Any one of the circumstances listed in Clause VI. 6 as items fornotice has actually occurred, which the creditor believes will affect thesecurity of his creditor’s right;  4. The borrower is found to have committed, in his performance ofother contracts signed with the creditor, a breaching act such as delay inimplementation, and has refused to rectify even though advised to do so by thecreditor.****Article IX** **Breach** IX. 1 The borrower, who has failed to repay in full the loan principal and pay theinterest, or to use the loan according to the purpose as specified in this Contract,should pay the interest calculated on the basis of the penalty interest rate for overdueloan or the penalty interest rate for appropriated loan. In addition, the borrower shouldundertake the compound interest for the interest that is to be paid and yet unpaid.
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 IX. 2 The borrower, who has failed to repay in full the loan principal and pay theinterest as due, should undertake the call expense, legal action charge (or arbitrationcharge), preservation fee, notice fee, execution fee, attorney fee, travel expense andother expenses which the creditor has paid for the realization of the creditor’s right.  IX. 3 The creditor, who believes that the borrower has avoided supervision, or hasdelayed in repayment of loan principal and interest, or has ill-intentionally dodged acreditor, shall have the right to report to the relevant authority on the said act andpublicize it in the mass media.****Article X** **Agreement on Deduction** X. 1 With the authorization by the borrower who is yet to repay the loan principal,interest, penalty interest or other expenses due, the creditor shall have the right todeduct from the balance in any of the deposit accounts of the borrower at the Bank ofCommunications the amount for repayment of the debt due.  X. 2 After the deduction, the creditor should inform the borrower of the account numberinvolved in the deduction, the number of the Contract, the number of the ‘Certificate ofLoan’, the amount deducted, and the balance of the debt involved.  X. 3 The deducted amount, which is found to be insufficient to pay back all the debtamount, should be used first to cover the amount due for the current installment. Shouldthe delay in repayment for the principal and interest extend in less than 90 days, thebalance after the deduction shall be used first to pay back the interest or the penaltyinterest or the compound interest payable before being employed to cover the principaldue. Should the delay in repayment for the principal or the interest exceed 90 days, thebalance after the deduction shall be used first to pay back the principal payable beforebeing employed to cover the interest or the penalty interest or the compound interest due.  X. 4 Should the currency of the amount deducted be different from that of the debt to bepaid back, the conversion rate for foreign exchange as announced by the Bank ofCommunications upon the date of the deduction shall be the basis.**Article XI** **Settlement of Dispute**Any dispute arising from this Contract should be settled by taking legal action with thecourt of judicial power over the area where the creditor is located. During the period ofdispute, the parties concerned should continue to implement the terms that are not involvedin the dispute.
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**Article XII** **Miscellaneous** XII. 1 The ‘Certificate of Loan’ under this Contract, and the relevant documentsand materials as affirmed by the two parties concerned form aninseparable part of this Contract.  XII. 2 This Contract comes into effect upon the signature (or seal) by the legalrepresentatives (chiefs) or authorized representatives of both parties involved, withtheir respective common seals affixed thereto.  XII. 3 This Contract is made in            copies to be held ONE copy/copies each byeither of the two parties concerned, and the guarantor. Statement: Should any discrepancy in meaning be found between the version above and that inChinese, the latter shall prevail.
**The borrower has read all the above provisions; the**