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DATED THE 22ND DAY OF JUNE 2006
  STATS CHIPPAC LTD.
  CHINA RESOURCES LOGIC LIMITED
  MICRO ASSEMBLY TECHNOLOGIES LIMITED
  WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED
 
 SUBSCRIPTION AGREEMENT
 
 WONG PARTNERSHIP          http://www.wongpartnership.com.sg




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TABLE OF CONTENTS
 CLAUSE
    
    HEADING
    
    PAGE1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    12.
    
    ISSUE AND SUBSCRIPTION OF NEW SHARES
    
    
    63.
    
    INTENTIONALLY OMITTED
    
    
    74.
    
    COMPLETION
    
    
    75.
    
    WARRANTIES
    
    
    96.
    
    COVENANTS AND UNDERTAKINGS
    
    
    127.
    
    INTENTIONALLY OMITTED
    
    
    138.
    
    INDEMNITY
    
    
    139.
    
    CONFIDENTIALITY
    
    
    1410.
    
    ANNOUNCEMENTS
    
    
    1511.
    
    COSTS
    
    
    1512.
    
    GENERAL
    
    
    1513.
    
    ILLEGALITY
    
    
    1614.
    
    NOTICES
    
    
    1615.
    
    REMEDIES AND WAIVERS
    
    
    1716.
    
    TIME OF ESSENCE
    
    
    1817.
    
    FORCE MAJEURE
    
    
    1818.
    
    COUNTERPARTS
    
    
    1819.
    
    GOVERNING LAW AND ARBITRATION
    
    
    18SCHEDULE 1PARTICULARS OF WUXI CRM
    
    
    20PARTICULARS OF MAT (PRIOR TO COMPLETION)
    
    
    21PARTICULARS OF ANST
    
    
    22SCHEDULE 2INFORMATION ON THE SHARE CAPITAL OF THE JV GROUP COMPANIES AT COMPLETION
    
    
    23




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CLAUSE
    
    HEADING
    
    PAGESCHEDULE 3CURRENT COMPANY STRUCTURE
    
    
    24SCHEDULE 4AMENDMENTS TO ARTICLES OF ASSOCIATION OF MAT
    
    
    25SCHEDULE 5DEED OF INDEMNITY
    
    
    26SCHEDULE 6DIRECTOR INDEMNITY LETTER
    
    
    33SCHEDULE 7JOINT VENTURE AGREEMENT
    
    
    35SCHEDULE 8REPRESENTATIONS AND WARRANTIES
    
    
    36SCHEDULE 9LIMITATIONS ON LIABILITY
    
    
    58SCHEDULE 10PROPERTIES
    
    
    60




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THIS SUBSCRIPTION AGREEMENT nd
 BETWEEN:
 (1)
    
    STATS CHIPPAC LTD. (Company Registration No. 199407932D) a company incorporated in Singapore
and having its corporate headquarters address at 10 Ang Mo Kio Street 65, Techpoint #05-17/20,
Singapore (SCL);(2)
    
    CHINA RESOURCES LOGIC LIMITED(Company Registration No. 19963), a company incorporated in
Bermuda and having its principal business address at Rooms 4003-06, China Resources Building,
26 Harbour Road, Wanchai, Hong Kong (CRL);(3)
    
    MICRO ASSEMBLY TECHNOLOGIES LIMITED(International Business Company Number 548365), an
International Business Company incorporated in British Virgin Islands and having its
registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands (MAT);
and(4)
    
    WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED(International Business Company
Number 510317), an International Business Company incorporated in British Virgin Islands and
having its registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands
(WUXI CRM),(collectively, the Parties and each a Party).
 WHEREAS :
 (A)
    
    MAT was incorporated in the British Virgin Islands on 17 June 2003 and has, at the date
hereof, an authorised share capital of US$4,000,000 consisting of 4,000,000 ordinary shares of
US$1.00 each, of which 1 ordinary share of US$1.00 is issued and paid-up, and registered in
the name of Wuxi CRM. As at the date hereof, MAT is the legal and beneficial owner of the
entire issued and paid up capital of Wuxi CR Micro-Assemb Tech. Ltd (ANST). The
particulars of Wuxi CRM, MAT and ANST are set out in Schedule 1.(B)
    
    CRL, Wuxi CRM and MAT (collectively, the Covenantors) have requested SCL to, and
SCL has agreed to invest in MAT by subscribing for the SCL New Shares (as defined below),
representing an aggregate of twenty-five per cent. (25%) of the Enlarged Issued Share Capital
(as defined below) as at Completion, on the terms and subject to the conditions in this
Agreement.
 NOW IT IS HEREBY AGREED
 
 1.
    
    DEFINITIONS AND INTERPRETATION
 1.1
    
    In this Agreement and in the Schedules unless the context requires otherwise:ANST has the meaning ascribed to it in Recital (A);Amendments means the amendments to the Articles in the form substantially set out
in Schedule 4;Articles means the articles of association, for the time being, of MAT or ANST (as
the context may require) and references to Article shall be construed accordingly;Assets Sale and Purchase Agreement means the sale and purchase agreement dated on
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or about the date of this Agreement entered into between CRL, ANST, SCL and SCC pursuant to
which SCC agrees to sell certain tools, equipment and spare parts to ANST;
 Audited Accounts means the consolidated audited accounts of MAT and its
Subsidiaries for the financial period ended the Balance Sheet Date as prepared by MATs
auditors on a consistent basis in accordance with Hong Kong Accounting Standards;Balance Sheet Date means 31 December 2005;borrowed money includes any indebtedness for or in respect of money borrowed or
raised (whether or not for a cash consideration), by whatever means (including acceptances,
deposits and leasing), or for the deferred purchase price of assets or services;Business Day means a day (other than a Saturday, Sunday or gazetted public
holiday) on which commercial banks are open for business in Hong Kong, Singapore, the BVI
and the PRC;BVI means the British Virgin Islands;BVI Registry means Registrar of Corporate Affairs in the BVI;Claim includes any notice, demand, assessment, letter or other document issued or
action taken by any revenue or taxing authority in the BVI or PRC or other statutory or
governmental authority, body or official whosoever (whether the BVI, PRC or elsewhere in the
world) whereby each JV Group Company is or may be placed or sought to be placed under a
liability to make a payment on any Taxes or deprived of any relief, allowance, credit or
repayment otherwise available;Companies Act means the International Business Companies Act of the BVI;Completion means completion of the subscription of the SCL New Shares and the Wuxi
New Shares pursuant to Clause 4;Completion Date means the date of this Agreement or such other date as the Parties
may agree in writing;Confidential Information means any information which is proprietary and
confidential to a Party including but not limited to the terms and conditions of this
Agreement, information concerning or relating in any way whatsoever to its distributorship,
franchise or other arrangements, principals, any of the trade secrets or confidential
operations, processes or inventions carried on or used by a Party, any information
concerning the organisation, business, finances, transactions or affairs of a Party,
dealings of a Party, secret or confidential information which relates to the business or
Party or any of its principals, clients or customers transactions or affairs, any Partys
technology, designs, documentation, manuals, budgets, financial statements or information,
accounts, dealers lists, customer lists, marketing studies, drawings, notes, memoranda and
the information contained therein, any information therein in respect of trade secrets,
technology and technical or other information relating to the development, manufacture,
clinical testing, analysis, marketing, sale or supply or proposed development, manufacture,
clinical testing, analysis, marketing, sale or supply of any products or services by a
Party, and plans for the development or marketing of such products or services and
information and material which is either marked confidential or is by its nature intended to
be exclusively for the knowledge of the recipient alone;Covenantors means CRL, Wuxi CRM and MAT and Covenantor means any one of
them;Debt means all or any indebtedness of a JV Group Company, including without
limitation (a) all obligations of the JV Group Company for borrowed moneys or evidenced by
bonds,
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debentures, notes, letters of credit or other instruments and securities, (b) all
obligations of the JV Group Company as lessee under capital leases, (c) all obligations of
the JV Group Company to pay the deferred purchase price of property or services, except
accounts payable, accrued expenses or course trade payables arising in the course of
business, and (d) all debt of other parties guaranteed by the JV Group Company, or secured
by a lien on any of the assets of the JV Group Company;
 Deed of Indemnity means a deed of indemnity to be entered into between SCL and the
Covenantors, substantially in the form set out in Schedule 5;Director means a director at any given time of MAT or ANST (as the context may
require);Director Indemnity Letter means the indemnity letter to be given by MAT and ANST
to the SCL Director in his capacity as a director of each of MAT and ANST respectively,
substantially in the form set out in Schedule 6;Encumbrance means any mortgage, assignment of receivables, debenture, lien,
charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or
other similar right, right of first refusal and any other encumbrance or condition
whatsoever;Enlarged Issued Share Capital means the issued share capital of MAT on a fully
diluted basis on the assumption that (a) all securities convertible into or exercisable for
shares of MAT are exercised and converted to the fullest extent of their terms; (b) all
securities issuable pursuant to contractual or other obligations of MAT existing at
Completion are issued; and (c) all shares of MAT reserved for issuance to employees,
consultants or directors of MAT are issued and exercised in full;Hong Kong means Hong Kong Special Administrative Region, PRC;Intellectual Property Rights means all trademarks, service marks, patents,
designs, copyright, know-how, proprietary information, trade secrets, licenses relating to
any of the above and all other similar industrial and intellectual property rights, title
and interests, whether registered, pending registration or unregistered;Joint Venture Agreement means the joint venture agreement dated on or about the
date of this Agreement entered into among the Covenantors, ANST and SCL substantially in the
form set out in Schedule 7;JV Group Companies means MAT and ANST, and JV Group Company means any
one of them;Management Accounts means the management accounts, together with the working
papers, of JV Group Companies prepared on a consolidated basis for the period from 1 January
2006 and ending on 31 May 2006 and consistent with the accounting policies as adopted in the
Audited Accounts;Manufacturers Representative Agreement means the manufacturers representative
agreement dated on or about the date of this Agreement entered into among CRL, ANST, SCL and
SCBL pursuant to which SCBL is appointed as a non-exclusive manufacturers representative of
ANST;Memorandum of Disclosure means the memorandum of disclosure in form and substance
satisfactory to SCL and to be delivered by the Covenantors to SCL on the date of this
Agreement, specifically disclosing information constituting exceptions to the Warranties
subject to the terms and conditions in the memorandum, which memorandum is to be dated no
earlier than the date of delivery of the same to SCL and includes all exhibits attached to
such memorandum;
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Net Asset Value means at any given time, the net asset value of MAT calculated in
accordance with the following formula:
 Net Asset Value = A - BWhereA is the aggregate amount of assets of MAT determined by reference to then latest
available audited consolidated accounts of MAT in respect of a financial year; andB is the aggregate amount of liabilities of MAT (excluding shareholders equity)
determined by reference to then latest available audited consolidated accounts of
MAT in respect of a financial year.
 Ordinary Shares means ordinary shares of US$1.00 each in the capital of MAT;Permitted Transferee shall have the meaning ascribed to it in the Joint Venture
Agreement;PRC means the Peoples Republic of China;Properties means the leasehold properties set out in Schedule 10;Registered Agent of MAT means Morgan & Morgan Trust Corporation Limited;Related Corporation means with reference to a corporation, a corporation which is
(a) the holding company of the first-mentioned corporation; (b) a Subsidiary of the
first-mentioned corporation; or (c) a Subsidiary of the holding company of the
first-mentioned corporation;SCBL means STATS ChipPAC (BVI) Limited, a company established in the BVI that is
an indirectly wholly-owned Subsidiary of SCL;SCC means STATS ChipPAC Shanghai Co., Ltd, a company established in the PRC that
is a wholly-owned Subsidiary of SCL;SCL Consideration Amount means the sum of US$10,000,000 payable by SCL in
immediately available funds on Completion for the SCL New Shares;SCL Director means a Director nominated by SCL;SCL New Shares means the 1,000,000 Ordinary Shares representing twenty-five per
cent. (25%) of the Enlarged Issued Share Capital as at Completion to be subscribed for by
SCL on the Completion Date pursuant to Clause 2;Shares means the Ordinary Shares and/or securities of any other type that are, or
may become, convertible or exchangeable into any equity of MAT or which can be reclassified
into equity of MAT;Shareholders means SCL and Wuxi CRM and Shareholder means any of them;Shareholding Proportion in relation to any Shareholder, means, at any given time,
the proportion in which the Shares for which that Shareholder is registered in MATs
register of members bears to the total number of Shares issued in the share capital of MAT;SIAC means the Singapore International Arbitration Centre;SIAC Rules means the SIAC Arbitration Rules in force at the date of this
Agreement;
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Subsidiary means any company in which a Party directly or indirectly owns more
than fifty percent (50%) of the capital and voting rights of such company;Taxes or Taxation means all forms of taxation whether of the BVI, PRC or
elsewhere including all state or local taxation, past, present and deferred (including,
without limitation, income tax (including net income and gross income), corporate, value
added, occupation, real and personal property, social security, gross receipts, sales, use,
ad valorem, franchise, profits, license, withholding, payroll, employment, excise,
severance, occupation, premium or windfall profit taxes, estate duty, stamp duty, customs
and other import or export duties, or charges of any kind whatsoever, estimated and other
taxes, together with any interest and levies and all penalties, charges, costs and additions
to tax, payable by or due from each JV Group Company, or any additional amounts imposed by
any government, governmental agency, statutory body or any revenue authority, upon each JV
Group Company;Transaction includes any transaction, act, event or omission of whatever nature;Transaction Agreements means, this Agreement, the Joint Venture Agreement, the
Assets Sale and Purchase Agreement, Manufacturers Representative Agreement and the Deed of
Indemnity, and all ancillary documents with respect thereto, and Transaction
Agreement means any one of them;Warranties means the representations and warranties made by the Covenantors
contained or referred to in Clause 5 and Schedule 8 of this Agreement;Wuxi Consideration Amount means US$11,792,529 payable by Wuxi CRM in immediately
available funds on Completion for the Wuxi New Shares;Wuxi CRM (PRC) means Wuxi China Resources Microelectronics Co., Ltd.;Wuxi New Shares means the 2,999,999 Ordinary Shares representing approximately
seventy-five per cent. (75%) of the Enlarged Issued Share Capital as at Completion to be
subscribed for by Wuxi CRM on the Completion Date pursuant to Clause 2; andUS$ or US Dollars means the lawful currency of the United States of
America.1.2
    
    Any reference in this Agreement or the Schedules to a statutory provision shall include that
provision and any regulations made in pursuance thereof as from time to time modified or
re-enacted, whether before or after the date of this Agreement, so far as such modification or
re-enactment applies or is capable of applying to any Transactions entered into prior to
Completion and (so far as liability thereunder may exist or can arise) shall include also any
past statutory provision or regulation (as from time to time modified or re-enacted) which
such provision or regulation has directly or indirectly replaced.1.3
    
    Any reference to accounts shall include the directors reports, relevant balance
sheets and profit and loss accounts together with all documents which are or would be required
by law to be annexed to the accounts of MAT to be laid before MAT in general meeting for the
accounting period in question prepared in accordance with the Hong Kong Accounting Standards.
 1.4
    
    (a)     The headings in this Agreement are inserted for convenience only and shall not affect the
construction of this Agreement.
 (b)
    
    Any reference in this Agreement to this Agreement includes all
amendments, additions, and variations thereto agreed between the Parties.(c)
    
    Unless the context otherwise requires, words importing the singular shall
include the
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plural and vice versa; words importing a specific gender shall include the other
genders (male, female or neuter), and person shall include an individual,
corporation, company, partnership, firm, trustee, trust, executor, administrator or
other legal personal representative, unincorporated association, joint venture,
syndicate or other business enterprise, any governmental, administrative or
regulatory authority or agency (notwithstanding that person may be
sometimes used herein in conjunction with some of such words), and their respective
successors, legal personal representatives and assigns, as the case may be, and
pronouns shall have a similarly extended meaning.
 (d)
    
    The expression financial year means a period in respect of which an
audited profit and loss account of MAT has or is to be prepared for the purpose of
laying before MAT at its annual general meeting, whether that period is a year or not.(e)
    
    A reference to a month is a reference to a period starting on one day
in a calendar month and ending on the numerically corresponding day in the next
succeeding calendar month.(f)
    
    The words written and in writing include any means of
visible reproduction. References to Recitals, Clauses, and
Schedules are to the recitals, clauses of, and the schedules to, this
Agreement (unless the context otherwise requires). Any reference to a
paragraph is to a reference to a paragraph of the Clause in which such
reference appears. The Schedules form part of this Agreement and have the same force
and effect as if expressly set out in the body of this Agreement.
 1.5
    
    Any thing or obligation to be done under this Agreement which requires or falls to be done on
a stipulated day, shall be done on the next succeeding Business Day, if the day upon which
that thing or obligation to be done falls on a day which is not a Business Day.1.6
    
    Unless otherwise specified, all warranties, representations, indemnities, covenants,
agreements and obligations given or entered into by more than one person are given or entered
into jointly and severally.
 
 2.
    
    ISSUE AND SUBSCRIPTION OF NEW SHARES
 2.1
    
    Subject to the terms and conditions of this Agreement, on the Completion Date, in accordance
with Clause 4:
 (a)
    
    SCL shall make an unconditional application in writing to MAT for the allotment
to SCL upon payment of the SCL Consideration Amount for the SCL New Shares and SCL
shall pay the SCL Consideration Amount to MAT; and(b)
    
    Wuxi CRM shall make an unconditional application in writing to MAT for the
allotment to Wuxi CRM upon payment of the Wuxi Consideration Amount for the Wuxi New
Shares and Wuxi CRM shall pay the Wuxi Consideration Amount to MAT.
 2.2
    
    The Parties agree that upon Completion, the Shareholding Proportion of each of the
Shareholders shall be as set out below:
 Name of Shareholder
    
    Number of Ordinary Shares
    
    Shareholding ProportionSCL
    
    1,000,000
    
    25%Wuxi CRM
    
    3,000,000
    
    75%4,000,000
    
    100%
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2.3
    
    The SCL New Shares and the Wuxi New Shares shall upon allotment and issue, rank pari passuin
all respects with each other and the existing Ordinary Shares of MAT.
 
 3.
    
    INTENTIONALLY OMITTED
 
 4.
    
    COMPLETION
 4.1
    
    Completion shall take place on the Completion Date at the offices of CRL at China Resources
Building, 26 Harbour Road, Wanchai, Hong Kong (or at such other place as the Parties may
agree) where all of the events described below shall occur.4.2
    
    On or prior to Completion, the Covenantors shall deliver or caused to be delivered:
 (a)
    
    to SCL and Wuxi CRM, certified true copies of the shareholders resolutions of
MAT approving:
 (i)
    
    authorising (or ratifying, where applicable) the execution and
delivery of this Agreement and each Transaction Agreement to which it is a
party and the execution thereof, where necessary, under the common seal of MAT;(ii)
    
    the increase in the authorised share capital of MAT to
US$4,000,000 divided into 4,000,000 Ordinary Shares;(iii)
    
    the adoption of the Amendments;(iv)
    
    the allotment and issue of the SCL New Shares to SCL; and(v)
    
    the allotment and issue of the Wuxi New Shares to Wuxi CRM.
 (b)
    
    to SCL and Wuxi CRM, confirmation from the Registered Agent of MAT that the
Amendments have been filed with the BVI Registry;(c)
    
    to SCL, the definitive share certificates in respect of the SCL New Shares;(d)
    
    to Wuxi CRM, the definitive share certificates in respect of the Wuxi New
Shares;(e)
    
    to SCL and Wuxi CRM, certified true copies of the resolutions passed by the
board of directors of MAT:
 (i)
    
    approving the allotment and issue of the SCL New Shares to SCL;(ii)
    
    approving the allotment and issue of the Wuxi New Shares to
Wuxi CRM;(iii)
    
    approving the entry into of the register of members of MAT,
the name of SCL as the holder of the SCL New Shares and the making of such
other entries into other corporate records of MAT as may be necessary;(iv)
    
    approving the entry into of the register of members of MAT, the
name of Wuxi CRM as the holder of the Wuxi New Shares and the making of such
other entries into other corporate records of MAT as may be necessary;(v)
    
    appointing Ng Chong Meng as or such other person nominated by
SCL as notified to MAT in writing as its Director, with effect from the
Completion Date and approving the entry into the Register of Directors of MAT,
the name of Ng
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Chong Meng as a new Director and the making of such other entries into other
corporate records of MAT as may be necessary; and
 (vi)
    
    authorising (or ratifying, where applicable) the execution and
delivery of this Agreement and each Transaction Agreement to which it is a
party and the execution thereof, where necessary, under the common seal of MAT;
 (f)
    
    to SCL and Wuxi CRM, certified true copies of resolutions passed by the board
of directors of ANST, and such other documents as may be required to effect the
following:
 (i)
    
    appointing Ng Chong Meng, or such other person nominated by SCL
as notified to ANST in writing as its Director; and(ii)
    
    authorising (or ratifying, where applicable) the execution and
delivery of each Transaction Agreement to which it is a party and the execution
thereof, where necessary, under the company stamp of ANST;
 (g)
    
    to SCL, certified true copies of the resolutions passed by the board of
directors of each Covenantor authorising (or ratifying, where applicable) the execution
and delivery by such Covenantor of each Transaction Agreement to which it is a party,
and all other documents and agreements ancillary or pursuant thereto or in connection
therewith, and the execution thereof (where necessary) under the common seal of each
Covenantor;(h)
    
    [intentionally omitted];(i)
    
    to SCL and Wuxi CRM, such waivers or consents as may be necessary to enable (i)
SCL to be registered in the register of members of MAT as holders of any and all of the
SCL New Shares; and (ii) Wuxi CRM to be registered in the register of members of MAT as
holders of any and all of the Wuxi CRM New Shares;(j)
    
    to SCL, the Deed of Indemnity, duly executed by each of the Covenantors;(k)
    
    to SCL, the Director Indemnity Letter, duly executed by MAT and ANST;(l)
    
    to SCL, the Joint Venture Agreement, duly executed by the Covenantors;(m)
    
    to SCL, the Asset Sale and Purchase Agreement, duly executed by ANST and CRL;
and(n)
    
    to SCL, the Manufacturers Representative Agreement, duly executed by ANST and
CRL.
 4.3
    
    On Completion and against compliance with the provisions of Clause 4.2:
 (a)
    
    each of SCL and Wuxi CRM shall respectively pay the SCL Consideration Amount
and the Wuxi Consideration Amount to MAT by telegraphic transfer of the amount payable
to an account designated by MAT (and notified to SCL and Wuxi CRM not later than two
(2) Business Days prior to the Completion Date) or a cashiers order or bankers draft
drawn on a bank licensed in Singapore and made out in favour of MAT, or in such other
manner as may be agreed between MAT, SCL and Wuxi CRM in writing; and(b)
    
    SCL shall deliver or caused to be delivered:
 (i)
    
    to the Covenantors, the Deed of Indemnity duly executed by SCL;
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(ii)
    
    to the Covenantors and ANST, the Joint Venture Agreement duly
executed by SCL;(iii)
    
    to ANST and CRL, the Asset Sale and Purchase Agreement duly
executed by SCC and SCL;(iv)
    
    to ANST and CRL, the Manufacturers Representative Agreement
duly executed by SCBL and SCL; and(v)
    
    to the Covenantors and ANST, certified true copies of the
resolutions passed by the board of directors of each of SCL, SCC and SCBL
authorising (or ratifying, where applicable) the execution and delivery by SCL,
SCC or SCBL of each Transaction Agreement to which it is a party, and all other
documents and agreements ancillary or pursuant thereto or in connection
therewith, and the execution thereof (where necessary) under the common seal of
each of SCL, SCC or SCBL.
 4.4
    
    No Party shall be obliged to perform any of its obligations under Clauses 4.2 and 4.3 unless
each of the other Parties performs its obligations under such Clauses.4.5
    
    Without prejudice to any other remedies available, if in any respect the provisions of this
Clause 4 are not complied with by any of the Parties on the Completion Date, the Party(ies)
not in default may (in addition to and without prejudice to all other rights or remedies or
remedies available to the terminating Party(ies) including the right to claim damages):
 (a)
    
    defer Completion to a date not more than twenty-eight (28) days after the
Completion Date (and so that the provisions of this Clause shall apply to Completion as
so deferred); or(b)
    
    effect Completion so far as practicable having regard to the defaults which
have occurred (without prejudice to their rights hereunder); or(c)
    
    rescind this Agreement.
 
 5.
    
    WARRANTIES
 5.1
    
    Each of the Covenantors hereby jointly and severally represents, warrants and undertakes to
and with SCL (with the intent that the provisions of this Clause 5.1 shall continue to have
full force and effect notwithstanding Completion) that:
 (a)
    
    all waivers or consents as may be necessary to enable (i) SCL to be registered
as holder of any and all of the SCL New Shares; (ii) Wuxi CRM to be registered as
holder of any and all of the Wuxi New Shares; and (iii) for the Transactions to be
undertaken as contemplated under this Agreement have been obtained;(b)
    
    all licences, authorisations, orders, grants, confirmations, permissions,
registrations, consents and other approvals required under any and all applicable laws
for:
 (i)
    
    the subscription by, and the allotment and issue of the SCL New
Shares to, SCL; and(ii)
    
    the subscription by, and the allotment and issue of the Wuxi
New Shares to, Wuxi CRM,
 and to give effect to the Transactions contemplated under this Agreement (including,
without limitation, such waivers as may be necessary of terms which would otherwise
constitute a default under any instrument, contract, document or agreement to which
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any JV Group Company is a party or by which any JV Group Company or its assets are
bound) have been obtained, and such licences, authorisations, orders, grants,
confirmations, permissions, registrations, consents and other approvals are in full
force and effect;
 (c)
    
    on Completion, the SCL New Shares shall have been authorised, allotted, validly
issued and fully paid-up and are free from Encumbrances, and shall represent,
twenty-five per cent. (25%) of the Enlarged Issued Share Capital as at Completion;(d)
    
    on Completion, MAT shall have Net Asset Value of not less than US$40,000,000;(e)
    
    the information on the share capital of the respective JV Group Companies as
set out in Schedule 2 will be implemented by Completion and will be true and accurate
in all respects at Completion;(f)
    
    the current shareholding structure of the JV Group Companies as set out in
Schedule 3 is true and accurate in all respects;(g)
    
    save as disclosed in paragraph 5.7 of the Memorandum of Disclosure as at
Completion Date, it has not directly or indirectly carried on (whether alone or in
partnership or joint venture with anyone else) or otherwise be concerned with or
interested in (whether as trustee, principal, agent, shareholder, unit holder or in any
other capacity) any business similar to or competitive with the business of ANST in any
countries where ANST currently carries on its business and/or sells its products;(h)
    
    it has full power and authority to execute and deliver this Agreement and the
Transaction Agreements to which it is a party, and to consummate the Transactions
contemplated under this Agreement and such Transaction Agreements and all such other
agreements and obligations entered into and undertaken in connection with the
Transactions contemplated hereby constitute its valid and legally binding obligations,
enforceable against it in accordance with their respective terms and the execution and
delivery of, and the performance by it of its obligations under, this Agreement shall
not:
 (i)
    
    result in a breach of its memorandum and articles of
association and do not infringe, or constitute a default under, any instrument,
contract, document or agreement to which it or any JV Group Company is a party
or by which it, any JV Group Company or their respective assets are bound;
and/or(ii)
    
    result in a breach of any material law, rule, regulation,
ordinance, order, judgment or decree of or undertaking to any court, government
body, statutory authority or regulatory, administrative or supervisory body
(including, without limitation, any relevant stock exchange or securities
council) to which it or any JV Group Company is a party or by which it, any JV
Group Company or their respective assets are bound, whether in the PRC, Hong
Kong, the BVI or elsewhere,
 (i)
    
    as at the Completion Date, none of the Covenantors, the JV Group Companies have
received notice of any injunction or other order, directive or notice restraining or
prohibiting the consummation of the Transactions contemplated by this Agreement and
there is no action seeking to restrain or prohibit the consummation thereof, or seeking
damages in connection therewith, which is pending or any such injunction, other order
or action which is threatened;(j)
    
    the information relating to the JV Group Companies as set out in Schedule 1 is
true and accurate in all respects as at the date of this Agreement and there is no
information the omission of which in Schedule 1 might make such information misleading
or inaccurate in any respect;
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(k)
    
    each JV Group Company is a company duly incorporated and validly existing under
the laws of its place of incorporation and has all requisite power and authority
(corporate and otherwise) to own its properties and assets and carry on its business as
now being conducted; and(l)
    
    each of the Warranties is true and accurate in all respects save as
specifically disclosed in the Memorandum of Disclosure as at Completion Date.
 5.2
    
    Each of the Covenantors hereby jointly and severally represents and warrants to SCL in the
terms set out in Schedule 8, subject only to:
 (a)
    
    any specific exceptions disclosed in the Memorandum of Disclosure as at
Completion Date with regard to the specific Warranty referenced therein; and(b)
    
    any matter or thing hereafter done or omitted to be done pursuant to this
Agreement or otherwise at the request in writing or with the approval in writing of
SCL.
 The provisions in Schedule 9 shall operate to limit the liability of the Covenantors under
and in respect of the Warranties, as appropriate. The Warranties shall accordingly have
effect subject to and as qualified by the terms of Schedule 9.5.3
    
    Each of the Covenantors jointly and severally further warrants and undertakes to and with SCL
(with the intent that the provisions of this Clause 5.3 shall continue to have full force and
effect notwithstanding Completion) that:
 (a)
    
    all Warranties contained herein will be fulfilled and will be true and correct
at Completion in all respects as if they had been given afresh at Completion;(b)
    
    in relation to any Warranty which refers to the knowledge, information or
belief of the Covenantors, that it has made due and proper enquiry into the subject
matter of that Warranty; and(c)
    
    for the avoidance of doubt, save as otherwise provided, all Warranties shall be
construed and determined without regard to any materiality or knowledge qualification.
 5.4
    
    Each of the Covenantors acknowledges that SCL has entered into this Agreement in full
reliance upon and on the basis of each of the Warranties contained herein.5.5
    
    Each of the Warranties shall be separate and independent and save as expressly provided shall
not be limited by reference to any other Clause or anything in this Agreement or any other
paragraph of Schedule 8.5.6
    
    Save for this Clause 5 and Schedule 8, none of the Parties makes any other representations or
warranties, express or implied, to the other Parties and each of the Parties acknowledges to
the other Parties that it has not relied on or been induced by any other warranties or
representations made by the other Parties or its or their respective agents or representatives
to enter into this Agreement.5.7
    
    The Warranties and all other provisions of this Agreement insofar as the same shall not have
been performed at Completion shall not in any respect be extinguished or affected by
Completion, or by any other event or matter whatsoever, except by a specific and duly
authorised written waiver or release by SCL.5.8
    
    SCL hereby represents, warrants and undertakes to and with each of the Covenantors (with the
intent that the provisions of this Clause 5.8 shall continue to have full force and effect
notwithstanding Completion) that:
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(a)
    
    it has full power and authority to execute and deliver this Agreement and the
Transaction Agreements to which it is a party, and to consummate the Transactions
contemplated under this Agreement and such Transaction Agreements and that this
Agreement and all such Transaction Agreements constitute its valid and legally binding
obligations, enforceable against it in accordance with their respective terms and the
execution and delivery of, and the performance by it of its obligations under, this
Agreement shall not:
 (i)
    
    result in a breach of its memorandum and articles of
association and do not infringe, or constitute a default under, any instrument,
contract, document or agreement to which it is a party or by which it or its
assets are bound; and/or(ii)
    
    result in a breach of any material law, rule, regulation,
ordinance, order, judgment or decree of or undertaking to any court, government
body, statutory authority or regulatory, administrative or supervisory body
(including, without limitation, any relevant stock exchange or securities
council) to which it is a party or by which it or its assets are bound in
Singapore or elsewhere.
 (b)
    
    as at the Completion Date, SCL has not received notice of any injunction or
other order, directive or notice restraining or prohibiting the consummation of the
Transactions contemplated by this Agreement and there is no action seeking to restrain
or prohibit the consummation thereof, or seeking damages in connection therewith, which
is pending or any such injunction, other order or action which is threatened.
 
 6.
    
    COVENANTS AND UNDERTAKINGS
 6.1
    
    Each of the Covenantors hereby jointly and severally undertakes to and covenants with SCL
(with the intent that the provisions of this Clause 6.1 shall continue to have full force and
effect notwithstanding Completion):
 (a)
    
    to execute and deliver, and procure the execution and delivery, of a lease
agreement, in form and content satisfactory to the Parties, between Wuxi CRM (PRC) and
ANST relating to the sole and exclusive rental, occupation and use of the Property (as
may be renovated, upgraded, expanded or otherwise improved from time to time) at market
rate for a term to be agreed by Wuxi CRM (PRC) and ANST, and this lease will provide
inter alia the obligations of Wuxi CRM (PRC) to ensure that the utilities are
available, and to comply and ensure compliance with such lease agreement at all times;(b)
    
    to renovate, upgrade, expand or otherwise improve the Property, at its sole
cost and expense, for the benefit and use of ANST as ANST may reasonably require from
time to time. All such renovations, upgrading, expansion and improvements shall be
undertaken by ANST at its expense and shall form part of ANSTs assets. Any
renovations, upgrading, expansion and improvements undertaken by CRL or any related
persons shall form part of their assets but shall be irrevocably and unconditionally
granted to ANST for its sole and exclusive use;(c)
    
    to procure ANST to take all commercially reasonable steps at all times and from
time to time to maintain the ISO9002 and ISO14000 certifications awarded by LRQA
(Lloyds Register Quality Assurance);(d)
    
    to procure that the proceeds from the SCL Consideration Amount and the Wuxi
Consideration Amount shall unless otherwise agreed to by the Parties in writing be
expended solely to increase the registered capital of ANST from RMB100,000,000 to the
RMB equivalent of US$40,000,000 and accordingly, the corresponding total investment
amount of ANST shall be increased from RMB238,000,000 to such
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minimum amount permitted under PRC law to enable the aforesaid increase in the
registered capital of ANST;
 (e)
    
    to procure that all licenses and permits of any JV Group Company that have
expired shall be renewed and obtained as soon as practicably possible but in any event
within six (6) months from the Completion Date and maintained thereafter; and(f)
    
    to cause the articles of association of ANST to be amended to make the articles
of association of ANST consistent with the provisions of the terms of the Joint Venture
Agreement as soon as practically possible but in any event within six (6) months from
the Completion Date.
 6.2
    
    Each of the Covenantors (other than Wuxi CRM) hereby jointly and severally undertakes to and
covenants with SCL (with the intent that the provisions of this Clause 6.2 shall continue to
have full force and effect notwithstanding Completion) that at any time after the date of this
Agreement, each JV Group Company and Wuxi CRM will not and will not cause or allow (i) the use
of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; (ii) make any direct or indirect unlawful payment to
any foreign or domestic government official or employee from corporate funds; and/or (iii)
make any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.6.3
    
    Each and every obligation under this Clause 6 is a separate and independent primary
obligation and shall survive and shall not be extinguished in any way by Completion. Each and
every obligation shall be severally enforceable.
 
 7.
    
    INTENTIONALLY OMITTED
 
 8.
    
    INDEMNITY
 8.1
    
    Each of the Covenantors jointly and severally and irrevocably undertakes to keep SCL and its
Subsidiaries, and their respective officers, directors, employees (the Indemnifed
Persons) fully and effectively indemnified against any and all losses, costs, damages,
claims, demands, actions, proceedings, liabilities and expenses whatsoever that any
Indemnified Person may incur or suffer in connection with or arising from:
 (a)
    
    any actual breach of any of the Warranties;(b)
    
    the conduct of the business of the JV Group Companies prior to Completion
(other than any breach of any Warranty under (a) above),
 Provided that:
 (i)
    
    the provisions in Schedule 9 shall operate to limit the liability of the
Covenantors under and in respect of this Clause 8.1 (save where certain provisions in
Schedule 9 are specified not to apply to certain claims); and(ii)
    
    no liability on the part of any Covenantor shall arise under Clause 8.1 in
respect of any losses, costs, damages, claims, demands, actions, proceedings,
liabilities and expenses that such Indemnified Person may incur or suffer in connection
with or arising from any matter which has been disclosed in the Memorandum of
Disclosure to the extent specifically referenced in the Memorandum of Disclosure.
 8.2
    
    In the event of default by a Party (or any of them) in the payment on demand of any sum due
under this Agreement determined by agreement or pursuant to an order of court or by SCLs
auditors hereunder, the liability of the Parties (or any of them) shall be increased to
include
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interest on such sum from the due date of payment of such sum by the Parties towards
satisfaction of any liability of such Party under or pursuant to this Agreement to the date
of actual payment by such Party (as well after as before judgment) at a rate per annum being
two per cent. (2%) above 6-month LIBOR rate for US$ quoted by The Hongkong and Shanghai
Banking Corporation Limited, Singapore (or any successor entity thereof) from time to time.
Interest determined in accordance with this Clause 8.2 shall be calculated on the basis of a
360-day year and on the actual number of days elapsed and shall accrue from day to day.
 8.3
    
    Where any Party is required by law to make any deductions or withholding from any sum payable
to any other Party(ies) under this Agreement, such Party required to make the deductions or
withholding shall forthwith pay to the other Party(ies) such additional amount or amounts so
as to ensure that the net amount received by the other Party(ies) shall be equal to the full
amount which it would have received had no such deduction or withholding been made or required
to be made.8.4
    
    Any liability to any Party hereunder may in whole or in part be released, compounded or
compromised, or time or indulgence may be given, by such Party in its absolute discretion
without in any way prejudicing or affecting its rights against the other Parties. Any release
or waiver or compromise shall be in writing and shall not be deemed to be a release, waiver or
compromise of similar conditions in the future.
 
 9.
    
    CONFIDENTIALITY
 9.1
    
    Each Party shall (and shall procure that its agents and where applicable its officers and
employees shall) at all times use all reasonable endeavours to keep confidential any
Confidential Information which it may acquire in relation to any other Party or in relation to
the clients, business or affairs of any other Party and shall not use or disclose such
information to any other person except with the prior written consent of that other Party or
in accordance with the order of a court of competent jurisdiction or of any governmental or
regulatory authority (whether in Singapore or elsewhere).9.2
    
    Notwithstanding Clause 9.1, the confidentiality obligation shall not apply to:
 (a)
    
    any information obtained from any Party which becomes generally known to the
public, other than by reason of any wilful or negligent act or omission of any Party or
any of their agents, advisers, directors, officers, employees or representatives;(b)
    
    any information which is required to be disclosed pursuant to any applicable
laws or to any competent governmental or statutory authority or pursuant to rules or
regulations of any relevant regulatory, administrative or supervisory body (including,
without limitation, the Hong Kong Stock Exchange or any other relevant stock exchange
or securities council);(c)
    
    any information disclosed by any of the Parties to their respective bankers,
financial advisers and consultants for the purpose of this Agreement; and(d)
    
    any information disclosed by a Party to the directors, officers, employees,
agents, advisors or investors of such Party on terms that such directors, officers,
employees, bankers, financial advisers and consultants undertake to comply with the
provisions of this Clause in respect of such information as if they were a party to
this Agreement,
 9.3
    
    The Covenantors shall procure that ANST shall and the officers, employees of ANST shall
observe a similar obligation of confidence in favour of the Parties.9.4
    
    The obligations contained in this Clause shall endure, notwithstanding the termination of
this Agreement, without limit in point of time except and until any Confidential Information
enters the
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public domain as set out above.
 
 10.
    
    ANNOUNCEMENTS
 Save as may be required to be disclosed pursuant to any applicable laws or to any
requirement of any competent governmental or statutory authority or rules or regulations of
any relevant regulatory, administrative or supervisory body (including, without limitation,
the Hong Kong Stock Exchange or any other relevant stock exchange or securities council),
none of the Parties shall make or authorise the making of any announcement concerning the
subject matter of this Agreement unless the other Parties shall have given their written
consent to such announcement (such consent not to be unreasonably withheld).
 
 11.
    
    COSTS
 Each Party shall bear its costs and expenses incurred in connection with the preparation,
negotiation and execution of this Agreement and the other Transaction Agreements (and all
other ancillary agreements and documents pursuant thereto) (including stamp fees (if any),
legal and accounting fees, due diligence fees, ancillary costs and expenses of the Parties
relating thereto).
 
 12.
    
    GENERAL
 12.1
    
    This Agreement shall be binding upon and enure for the benefit of the successors permitted
assignees and/or nominees of the Parties. Each of the Covenantors agrees that SCL shall be
entitled to assign the benefit of the Warranties and any covenants and undertakings herein and
any cause of action in connection therewith and all or part of its rights or transfer all or
part of its obligations under this Agreement to any Permitted Transferree holding shares in
MAT for the time being. Any such Permitted Transferee shall be entitled to the full benefit of
this Agreement to the same extent as if it were an original Party in respect of the rights or
obligations assigned or transferred to it. Any reference in this Agreement to SCL shall be
construed accordingly. The Covenantors may not assign or transfer all or part of its rights
and obligations under this Agreement to any party except that CRL may assign and transfer its
rights and obligations under this Agreement in the manner set out in Clause 12.2 below.12.2
    
    The Parties acknowledge that CRL may, but shall not be obliged to undertake an internal
corporate restructuring exercise involving CRL and its Related Corporations but not involving
any change of ultimate shareholding control of CRL (a Restructuring Exercise). The
Parties hereby agree that notwithstanding Clause 12.1, CRL may (but shall not be obliged to)
transfer or assign its rights and obligations under this Agreement to its successor entity
pursuant to the Restructuring Exercise (CRL Successor Entity) and no consent shall
be required from any Party in respect of such assignment or transfer of CRLs rights and
obligations Provided that (i) such CRL Successor Entitys net asset value (total assets minus
total liabilities (excluding shareholders equity)) at the time of such assignment or transfer
of CRLs rights and obligations shall not be less than CRLs net asset value (total assets
minus total liabilities (excluding shareholders equity)) as of the date of this Joint Venture
Agreement, based on CRLs audited accounts for the financial year ended 31 December 2005; and
(ii) not less than one (1) month prior to any such assignment or transfer, CRL has permitted
SCLs independent external auditors to, at the sole cost and expense of CRL, undertake a
limited review of the financial statements of CRL Successor Entity for the sole purpose of
determining its net asset value. The opinion of SCLs independent external auditors shall be
final, conclusive and binding on CRL and SCL.12.3
    
    The provisions of this Agreement including the Warranties herein contained (insofar as the
same shall not have been fully performed at Completion) shall remain in full force and effect
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notwithstanding Completion. Completion shall not prejudice any rights of any of the Parties
which may have accrued hereunder prior to Completion.
 12.4
    
    Each of the Covenantors shall do and execute or procure to be done and executed all such
further acts, deeds, things and documents as may be necessary to give effect to the terms of
this Agreement, and shall use reasonable endeavours and at the cost of SCL to provide such
assistance and records as SCL may reasonably request in connection with any tax return, tax
investigation or audit, judicial or administrative proceeding or other similar matter relating
to the JV Group Companies.12.5
    
    This Agreement, and the documents referred to in it, constitutes the entire agreement and
understanding between the Parties relating to the subject matter of this Agreement and none of
the Parties has entered into this Agreement in reliance upon any representation, warranty or
undertaking of any other Party which is not set out or referred to in this Agreement. The
Parties agree that no variations or modifications shall be made to this Agreement unless
agreed to by the Parties in writing. Nothing in this Clause 12.5 shall however operate to
limit or exclude liability for fraud.12.6
    
    Save as expressly provided herein, any right of termination conferred upon any Party shall be
in addition to and without prejudice to all other rights and remedies available to it and no
exercise or failure to exercise such a right of termination shall constitute a waiver of any
such other right or remedy.12.7
    
    As all Parties have participated in the drafting of this Agreement, the Parties agree that
any applicable rule requiring the construction of this Agreement or any provision hereof
against any Party drafting this Agreement shall not apply.12.8
    
    The Contract (Rights of Third Parties) Act, Chapter 53B of Singapore (the Act)
shall not under any circumstances apply to this Agreement and any person who is not a party to
this Agreement (whether or not such person shall be named, referred to, or otherwise
identified in, or form part of a class of persons so named, referred to or identified in, this
Agreement) shall have no right whatsoever under the Act to enforce this Agreement or any of
its terms, but this does not affect any right or remedy of a third party which exists or is
available apart from the Act.
 
 13.
    
    ILLEGALITY
 The illegality, invalidity or unenforceability of any provision of this Agreement under the
law of any jurisdiction shall not affect its legality, validity or enforceability under the
law of any other jurisdiction nor the legality, validity or enforceability of any other
provision.
 
 14.
    
    NOTICES
 Any notice required to be given by a Party to the other Parties shall be deemed validly
served by hand delivery or by telefax or by prepaid registered letter or by a recognised
courier service sent to its address or facsimile number given herein or such other address
or facsimile number as may from time to time be notified for this purpose. The initial
addresses and telefax numbers of the Parties are:
 SCL
    
    :
    
    STATS ChipPAC Ltd.Fax Number
    
    :
    
    + 65 6720 7829Address
    
    :
    
    10 Ang Mo Kio Street 65 Techpoint #05-17/20 Singapore 569059
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Attention
    
    :
    
    Mr. Choong, Chan Yong, Vice President, Corporate StrategyWith a copy to
    
    :
    
    Ms. Taylor, Janet, General CounselCRL
    
    
    
    China Resources Logic LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong KongAttention
    
    :
:
    
    Mr. Wang Guoping, Director and Chief Executive OfficerMAT
    
    :
    
    Micro Assembly Technologies LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong KongAttention
    
    :
    
    Mr. Wang Guoping, Director and Chief Executive OfficerWuxi CRM
    
    :
    
    Wuxi China Resources Microelectronics (Holdings) LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong KongAttention
    
    :
    
    Mr. Wang Guoping, Director and Chief Executive Officer
 Any such notice or communication shall be deemed to have been served:
 (a)
    
    if delivered by hand, at the time of delivery; or(b)
    
    if posted by prepaid ordinary mail, at the expiration of three (3) days after
the envelope containing the same shall have been put into the post; or(c)
    
    if sent by facsimile, upon the receipt by the sender of the transmission report
indicating that the notice or communication has been sent in full to the recipients
facsimile machine, or such other similar medium of receipt; or(d)
    
    if sent by courier, at the expiration of two (2) days after the package
containing the same shall have been received by the relevant courier company.
 In proving such service it shall be sufficient to prove that delivery by hand was made or
that the envelope containing such notice or document was properly addressed and posted as a
prepaid ordinary mail letter or that the facsimile confirmation note indicates the
transmission was successful, or, as the case may be, the package containing such notice or
document was properly addressed and sent to the relevant courier company.
 
 15.
    
    REMEDIES AND WAIVERS
 No failure on the part of any Party to exercise, and no delay on its part in exercising, any
right or remedy under this Agreement will operate as a waiver thereof, nor will any single
or partial exercise of any right or remedy preclude any other or further exercise thereof or
the exercise
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of any other right or remedy. The rights provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law.
 
 16.
    
    TIME OF ESSENCE
 Any date, time or period mentioned in any provision of this Agreement may be extended by
mutual agreement between the Parties but as regards any time, date or period originally
fixed and not extended or any time, date or period so extended as aforesaid time shall be of
the essence.
 
 17.
    
    FORCE MAJEURE
 Save as is otherwise specifically provided in this Agreement, the Parties shall not be
liable for failures or delays in performing their obligations hereunder arising from any
cause beyond their control, including but not limited to acts of God, acts of civil or
military authority, fires, strikes, lockouts or labour disputes, epidemics, governmental
restrictions, wars, riots, earthquakes, storms, typhoons, floods and breakdowns in
electronic and computer information and communications systems and in the event of any such
delay the time for any Partys performance shall be extended for a period equal to the time
lost by reason of the delay which shall be remedied with all due despatch in the
circumstances.
 
 18.
    
    COUNTERPARTS
 This Agreement may be signed in any number of counterparts, all of which taken together
shall constitute one and the same instrument. Any Party may enter into this Agreement by
signing any such counterpart and each counterpart may be signed and executed by the Parties
and transmitted by facsimile transmission and shall be as valid and effectual as if executed
as an original.
 
 19.
    
    GOVERNING LAW AND ARBITRATION
 19.1
    
    This Agreement shall be governed by, and construed in accordance with, the laws of
Singapore.19.2
    
    In case any dispute or difference shall arise between the Parties as to the construction of
this Agreement or as to any matter of whatsoever nature arising thereunder or in connection
therewith, including any question regarding its existence, validity or termination, such
dispute or difference shall be submitted to a single arbitrator to be appointed by the
Chairman for the time being of the SIAC. Such submission shall be a submission to arbitration
in accordance with the SIAC Rules by which the Parties agree to be so bound. The place of
arbitration shall be Singapore and the arbitration shall be conducted wholly in the English
language.
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IN WITNESS WHEREOF
 SCLSIGNED byTan Lay Koon
for and on behalf ofSTATS ChipPAC Ltd.
in the presence of:
    
    )
)
)
)
)
    
    /s/ Tan Lay KoonName: Tan Lay Koon
Title: President & CEOName: 
Title:CRLSIGNED byWang Guoping
for and on behalf ofChina Resources Logic Limited
in the presence of:
    
    )
)
)
)
)
    
    /s/ Wang GuopingName: Wang Guoping
Title: Director and Chief Executive OfficerName: 
Title:MATSIGNED byWang Guoping
for and on behalf ofMicro Assembly Technologies Limited
in the presence of:
    
    )
)
)
)
)
    
    /s/ Wang GuopingName: Wang Guoping
Title: Director and Chief Executive OfficerName: 
Title:Wuxi CRMSIGNED byWang Guoping
for and on behalf ofWuxi China Resources
Microelectronics (Holdings) Limited
in the presence of:
    
    )
)
)
)
    
    /s/ Wang GuopingName: Wang Guoping
Title: Director and Chief Executive OfficerName: 
Title:
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SCHEDULE 1
 
 PARTICULARS OF WUXI CRM
 (a)
    
    International Business
Company Number:
    
    510317(b)
    
    Registered Office:
    
    Pasea Estate, Road Town, Tortola, British Virgin Islands(c)
    
    Date and Place of Incorporation:
    
    23 August 2002, British Virgin Islands(d)
    
    Authorised Share Capital:
    
    US$50,000.00 divided into 50,000 shares(e)
    
    Issued Share Capital:
    
    US$4.00Fully Paid-up Share Capital:
    
    US$4.00(f)
    
    Par Value:
    
    US$1.00(g)
    
    Shareholders:Name
    
    Number of Shares
    
    Percentage of issued share heldChina Resources Microelectronics (Holdings) Limited
    
    4
    
    
    
    100%(h)
    
    Directors:
    
    Mr. ZHU JinkunMr. ONG Thiam KinMr. YU Yu(i)
    
    Registered Agent:
    
    Morgan & Morgan Trust Corporation Limited(j)
    
    Auditors:
    
    Deloitte & Touche(k)
    
    Financial Year:
    
    31 December
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PARTICULARS OF MAT (PRIOR TO COMPLETION)
 (a)
    
    International Business
Company Number:
    
    548365(b)
    
    Registered Office:
    
    Pasea Estate, Road Town, Tortola, British Virgin Islands(c)
    
    Date and Place of Incorporation:
    
    17 June 2003, British Virgin Islands(d)
    
    Authorised Share Capital:
    
    US$4,000,000 divided into 4,000,000 shares(e)
    
    Issued Share Capital:
    
    US$1.00Fully Paid-up Share Capital:
    
    US$1.00(f)
    
    Par Value:
    
    US$1.00(g)
    
    Shareholders:Name
    
    Number of Shares
    
    Percentage of issued share heldWuxi CRM
    
    1
    
    
    
    100%(h)
    
    Directors:
    
    Mr. YU YuMr. ONG Thiam KinMs. WANG Pei Hui(i)
    
    Registered Agent:
    
    Morgan & Morgan Trust
Corporation Limited(j)
    
    Auditors:
    
    Deloitte & Touche(k)
    
    Financial Year:
    
    31 December
 21




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PARTICULARS OF ANST
 (a)
    
    Registered Office:
    
    Building 2-1 C, Information Industry and
Technology Zone, No. 21 Changjiang Road, Wuxi
New District(CHINESE CHARACTERS)(b)
    
    Date and Place of Incorporation:
    
    23 December 2003; Wuxi, the PRC(c)
    
    Total Investment:
    
    RMB238,000,000(d)
    
    Registered Capital:
    
    RMB100,000,000Fully Contributed Registered
Capital:
    
    RMB100,000,000(e)
    
    Shareholders:
    
    Registered Capital
    
    Percentage of
registered capital
heldMAT
    
    RMB100,000,000
    
    
    100
    %(f)
    
    Directors:
    
    Wang Guoping (CHINESE CHARACTERS) (Chairman)Yu Yu (CHINESE CHARACTERS)Tang Li Qiang (CHINESE CHARACTERS)Wang Pei Hui (CHINESE CHARACTERS)Zhang Xiao Jian (CHINESE CHARACTERS)(g)
    
    Auditors:
    
    Jiangsu Gong Zheng Certified Public
Accountants Co., Ltd.
(CHINESE CHARACTERS)(h)
    
    Financial Year:
    
    31 December
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SCHEDULE 2
 
 INFORMATION ON THE SHARE CAPITAL OF THE JV GROUP COMPANIES AT COMPLETION
 MAT
 Ordinary Shares
    
    Percentage Share-holding (%)Wuxi CRM
    
    
    3,000,000
    
    
    
    75SCL
    
    
    1,000,000
    
    
    
    25Total
    
    
    4,000,000
    
    
    
    100
 ANST
 Registered Capital as at the date
    
    Percentage Shareholding (%)hereofMAT
    
    RMB100,000,000
    
    
    100Total
    
    RMB100,000,000
    
    
    100
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SCHEDULE 3
 
 Current Company Structure
 
 24




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SCHEDULE 4
 
 AMENDMENTS TO ARTICLES OF ASSOCIATION OF MAT
 25




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TERRITORY OF THE BRITISH VIRGIN ISLANDS
 THE INTERNATIONAL BUSINESS COMPANIES ACT
 AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
 of
 MICRO ASSEMBLY TECHNOLOGIES LIMITED
 l
 PRELIMINARY
 Intentionally omitted.
 
 WORDS
    
    
    
    
    
    MEANINGSthe Act
    
    
    ..
    
    
    The International Business Companies Act Cap. 291 of the laws of the BVI or from 1
January 2007, the Business Companies Act, 2004 of the British Virgin Islands which replaces the
International Business Companies Act, Cap. 291 of the laws of the BVI, including any statutory
modification, amendment or re-enactment thereof for the time being in force or any and every other act
for the time being in force concerning companies and affecting the Company and any reference to any
provision of the Act is to that provision as so modified, amended or re-enacted or contained in any
such subsequent legislation.ANST
    
    
    ..
    
    
    Wuxi CR Micro-Assemb Tech Ltd, a company incorporated in the PRC and having its registered
address at New District Science & Technology Park Ximei Road, B-27, Wuxi 214112, Jiangsu, the PRC, a
wholly-owned subsidiary of the Company.these Articles
    
    
    ..
    
    
    These Articles of Association or other regulations of the Company for the time being in force.Board
    
    
    ..
    
    
    the board of directors, for the time being, of the Company.BVI
    
    
    ..
    
    
    British Virgin Islands.the Company
    
    
    ..
    
    
    The abovenamed Company by whatever name from time to time called.Control
    
    
    ..
    
    
    the authority, whether exercised or not, to control a
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persons business and affairs,
which authority shall conclusively be presumed to exist upon possession of beneficial ownership or
power to direct the vote of more than fifty per cent. (50%) of the votes entitled to be cast or to
control the composition of the board of directors and references to is Controlled by and is under
the Control of shall be construed accordingly;CRL
    
    
    ..
    
    
    China Resources Logic Limited (Company Registration No. 19963), a company incorporated in
Bermuda and having its principal business address at Rooms 4003-06, China Resources Building, 26
Harbour Road, Wanchai, Hong Kong;CRM Shareholders
    
    
    ..
    
    
    CRL and its subsidiaries who are part of the shareholding structure of Wuxi CRM
which collectively directly and indirectly own and Control not less than fifty per cent. (50%) of the
issued share capital of Wuxi CRM.Defaulting Party
    
    
    ..
    
    
    A Member shall be a Defaulting Party for the purpose of any existing
shareholders agreement or these Articles if:(a) it shall commit any breach of any of its
obligations under any existing shareholders
agreement made between the Members and shall fail
to remedy such breach (if capable of remedy) within
sixty (60) days after being given notice by a
Member to do so; or(b) if it shall go into liquidation whether
compulsory or voluntary (except for the purposes of
a bona fide reconstruction or amalgamation with the
consent of the other Members(s), such consent not
to be unreasonably withheld) or if a petition shall
be presented or an order made from the appointment
of an administrator in relation to the it or if a
receiver, administrative receiver, judicial manager
or manager shall be appointed over any part of its
assets or undertaking and such appointment is not
revoked within thirty (30) days from the date of
such appointment or if any event analogous to any
of the foregoing shall occur in any jurisdiction;
or(c) if it shall make a general assignment or any
composition or arrangement with or for the benefit
of its creditors; or(d) if it shall sell, transfer, lease or otherwise
dispose of the whole or substantially the whole of
its assets, rights and undertaking other than
pursuant to an internal corporate restructuring
exercise that would not adversely affect the
business of ANST.Director
    
    
    ..
    
    
    means any person acting as a director of the
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Company and includes any person duly
appointed and acting for the time being as an Alternate Director.Dividend
    
    
    ..
    
    
    Includes bonus.Encumbrances
    
    
    ..
    
    
    Any mortgage, assignment of receivables, debenture, lien, charge, pledge, title
retention, right to acquire, security interest, options, rights of first refusal and any other
encumbrance or condition whatsoever.JV Group
    
    
    ..
    
    
    the Company and ANST, and JV Group Company means any one of them.Member
    
    
    ..
    
    
    A member of the Company.Month
    
    
    ..
    
    
    Calendar month.Net Asset Value
    
    
    ..
    
    
    in relation to any Share at any given time, the net asset value of such Share
calculated in accordance with the following formula:Net Asset Value = (A  B)/CWhereA is the aggregate amount of assets of the Company
determined by reference to then latest available
audited consolidated accounts of the Company in
respect of a financial year;B is the aggregate amount of liabilities of the
Company (excluding shareholders equity) determined
by reference to then latest available audited
consolidated accounts of the Company in respect of
a financial year; andC is the total number of issued Shares at such time.Office
    
    
    ..
    
    
    The Registered Office of the Company for the time being.Option Shares
    
    
    ..
    
    
    all such Shares beneficially owned by SCL (whether by way of subscription or
purchase or otherwise howsoever) as at the date of the Put Option Notice.Ordinary Resolution
    
    
    ..
    
    
    a Members resolution passed by a simple majority of such Members.Paid Up
    
    
    ..
    
    
    means shares credited as paid up.Permitted Transferee
    
    
    ..
    
    
    any company within the SCL or CRL group of companies (as the case may be)
whereby SCL or CRL, directly or indirectly, through one or more intermediaries, owns more than fifty
percent (50%) of such companys capital and equivalent voting rights.
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PRC
    
    
    ..
    
    
    Peoples Republic of China.Put Option Period
    
    
    ..
    
    
    the period commencing on 1 January 2011 and ending on the date falling five (5)
years thereafter, such five (5) years periods to be automatically renewed unless terminated in writing by SCL;Register
    
    
    ..
    
    
    The Register of Members.Related Corporation
    
    
    ..
    
    
    reference to a corporation, a corporation which is (a) the holding company of
the first-mentioned corporation; (b) a Subsidiary of the first-mentioned corporation; or (c) a
Subsidiary of the holding company of the first-mentioned corporation;SCL Director
    
    
    ..
    
    
    the Director nominated by SCL pursuant to the terms of any existing shareholders
agreement and/or these Articles.SCL
    
    
    ..
    
    
    STATS ChipPAC Ltd (Company Registration No. 199407932D), a company incorporated in Singapore
and having its corporate headquarters address at 10 Ang Mo Kio Street 65, Techpoint #05-17/20, Singapore.Seal
    
    
    ..
    
    
    The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.Secretary
    
    
    ..
    
    
    The Secretary or Secretaries appointed under these Articles and shall include any
person entitled to perform the duties of Secretary temporarily.Securities
    
    
    ..
    
    
    Shares and options which enable any person to take up unissued shares in the capital of the Company.Shares
    
    
    ..
    
    
    means ordinary shares of US$1 each in the capital of the Company;Shareholding 
Proportion
    
    
    ...
    
    
    In relation to any Member, means, at any given time, the proportion in which the Shares
in the Company for which that Member is registered in the Companys Register bears to the total number
of Shares issued in the capital of the Company.Special Resolution
    
    
    ..
    
    
    a Members resolution passed by a majority of not less than three-fourths of such Members.Subsidiary
    
    
    ..
    
    
    any company in which a person directly or indirectly owns more than fifty percent
(50%) of such companys capital and voting rights of such company.Transfer
    
    
    ..
    
    
    any voluntary or involuntary sale, assignment, conveyance, pledge, encumbrance,
hypothecation, gift, distribution or other disposition or transfer.
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Transfer Terms
    
    
    ..
    
    
    the entire legal and beneficial interest in all the Option Shares shall be sold
and purchased free from any Encumbrance and together with all rights attaching thereto as at the date
of exercise of the Put Option or at any time thereafter and the consideration for the Option Shares
shall be the Net Asset Value thereof.US$ or US Dollars
    
    
    ..
    
    
    the lawful currency of the United States of America.Writing and
Written
    
    
    ..
    
    
    Includes printing, lithography, typewriting and any other mode of
representing or reproducing words in a visible form.Wuxi CRM
    
    
    ..
    
    
    Wuxi China Resources Microelectronics (Holdings) Limited (International Business Company
Number 510317), an International Business Company incorporated in BVI and having its registered office
at Pasea Estate, Road Town, Tortola, BVI.Wuxi CRM Director
    
    
    ..
    
    
    the Director nominated by Wuxi CRM pursuant to the terms of any existing
shareholders agreement and/or these Articles.Year
    
    
    ..
    
    
    Calendar Year.
     5




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BUSINESS
 
 PRIVATE COMPANY
 
 (a)
    
    no invitation shall be issued to the public to subscribe for
any shares or debentures of the Company;(b)
    
    the number of the Members of the Company (not including persons
who are in the employment of the Company or of its Subsidiary and
persons who having been formerly in the employment of the Company
or of its Subsidiary were while in the employment and have
continued after the determination of that employment to be Members
of the Company) shall be limited to fifty Provided that for the
purposes of this provision where two or more persons hold one or
more shares in the Company jointly they shall be treated as a
single Member;(c)
    
    the right to transfer the shares of the Company shall be
restricted in the manner hereinafter appearing; and(d)
    
    any invitation to the public to deposit money with the Company
for fixed periods or payable at call whether bearing interest or
not bearing interest is prohibited.
 SHARES
 
 
 
  6




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Intentionally omitted.
 
 
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RESTRICTION ON TRANSFER OF SHARES
 
 8




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(a)
    
    such fee not exceeding US$2 or such other sum as the Directors
may from time to time require under the provisions of these
Articles, is paid to the Company in respect thereof; and(b)
    
    the instrument of transfer is deposited at the Office or at
such other place (if any) as the Directors may appoint accompanied
by the certificates of the shares to which it relates and such
other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer and, if the instrument
of transfer is executed by some other person on his behalf, the
authority of the person so to do.
 
 
 
 (a)
    
    with the prior written consent of all Members;(b)
    
    upon the exercise by a Non-Defaulting Party of the Default Put Option
or Default Call Option, as the case may be, on a Defaulting Party pursuant
to the provisions of Article 26F; or(c)
    
    to a Permitted Transferee pursuant to Article 26A(7).
 Transferring
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Member inter se Offer
   (a)
    
    to accept all the Shares declined by the other Members (the Remaining
Offer Shares) in proportion (as nearly as may be) to the number of Shares
held by them in the Company inter serespectively as at the date of the
Offer or in such proportion as they may agree amongst themselves; and/or(b)
    
    subject to the agreement of all Members and to Article 26A(8), to
nominate a third party or parties to purchase some or all of such Remaining
Offer Shares,
 so that all and not some only of the Shares comprised in the Offer shall be
fully taken up. For the avoidance of doubt, if all of the Shares comprised
in the Offer are not so accepted within fourteen (14) days following the
fourteen (14) day period mentioned in Article 26A(3), the Offer shall be
deemed to have been declined in whole by the other Members and Article
26A(5) shall apply.
   (a)
    
    the Transferring Member shall deliver to the purchaser(s):
 (i)
    
    a duly executed transfer form in favour of the purchaser(s) or as it or they may direct; and(ii)
    
    the share certificates in respect of the Shares to be sold;
 (b)
    
    the purchaser(s) shall deliver to the Transferring Member a cashiers
order or bankers draft drawn on a bank licensed in Hong Kong or Singapore
or telegraphic transmission to an account designated by the Transferring
Member or such other mode of payment agreed between the Transferring Member
and the purchaser(s) for the full amount of the
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consideration payable for the Shares to be purchased.
   (a)
    
    the transferee, if not already bound by the provisions of any existing
shareholders agreement made between the Members, executes a deed of
ratification and accession under which it agrees to be bound by and be
entitled to the benefit of such shareholders agreement as if it were an
original party hereto in place of the transferor; and(b)
    
    the Transferring Member shall remain liable and be responsible for the
due discharge, performance and observance of all its liabilities and
obligations whether actual or contingent arising out of or on or in respect
of or in connection with the terms of any existing shareholders agreement
made between the Members and in respect of the Shares at any time up to the
date of the Transfer, and subject to Article 26A(7) shall remain entitled
to all rights and benefits arising out of or in connection with the Shares
being Transferred at any time up to and including the date of Transfer.
 TRANSFER OF SHARES : CHANGE IN CONTROL
 mutatis mutandis
 TAG-ALONG RIGHTS
 Transferring Member Notice of Transfer 11
    Table of Contents  Notice of Participation
   mutatis
mutandis
  RESERVED MATTERS CALL OPTION
 12
    Table of Contents  Reserved Matters Call Option Reserved Matters Call Option Shares
   Reserved Matters Call Option Completion
   13
    Table of Contents  PUT OPTION
 Put Option Put Option Notice
  Put Option
Completion
   TRANSFER OF SHARES : CONSEQUENCES OF TERMINATION OF EXISTING
SHAREHOLDERS AGREEMENT
 Non-Defaulting Party
 14
    Table of Contents   (a)
    
    only in relation to Wuxi CRM if it is the
Non-Defaulting Party (and not in relation to any other
Members) a call option (the Default Call Option),
being the right of Wuxi CRM if it is the
Non-Defaulting Party to require SCL to sell to it free
from all Encumbrances and with all rights and benefits
attaching thereto, all (and not some only) of the
Shares held by SCL and/or any Permitted Transferee of
SCL on the terms and subject to the conditions
contained herein; and(b)
    
    only in relation to SCL if it is the Non-Defaulting Party (and
not in relation to any other Members) a put option (the Default
Put Option), being the right of SCL to require the Defaulting
Party to purchase from SCL free from all Encumbrances and with all
rights and benefits attaching thereto, all (and not some only) of
the Shares held by SCL and/or any Permitted Transferee of SCL on
the terms and subject to the conditions contained herein.
 Default Call Option Notice
  Default Put Option Notice
   (a)
    
    the Net Asset Value of the Default Call Option Shares; and(b)
    
    the aggregate of the amount of US$10,000.000 and all other amounts
 15




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contributed and injected by SCL into
the Company at any time up to the exercise of the
Default Call Option.
  (a)
    
    Net Asset Value of the Default Put Option Shares; and(b)
    
    the aggregate of the amount of US$10,000.000 and all other
amounts contributed and injected by SCL into the Company at any
time up to the exercise of the Default Put Option.
 Non-Defaulting Party Defaulting
Party
 Default Option Completion
    16




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TRANSMISSION OF SHARES
 
 
 17




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CALLS ON SHARES
 
 
 
 
 
 
 18




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FORFEITURE AND LIEN
 
 
 
 
 
 
 
 19




---



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ALTERATION OF CAPITAL
 
 
 Subscription Offer Subscription Offers
   20




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Declined Subscription Shares inter se
   
 Intentionally omitted.
 
     21




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STOCK
 
 
 
 
 RESERVED MATTERS
 
     22




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GENERAL MEETINGS
 
 
 
 23




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NOTICE OF GENERAL MEETINGS















(a)
    
    Declaring dividends;(b)
    
    Reading, considering and adopting the balance sheet, the
reports of the Directors and Auditors, and other accounts and
documents required to be annexed to the balance sheet;(c)
    
    Appointing Auditors and fixing the remuneration of Auditors or
determining the manner in which such remuneration is to be fixed;
and(d)
    
    Fixing the remuneration of the Directors proposed to be paid
under Article 87.


PROCEEDINGS AT GENERAL MEETINGS


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25




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VOTES OF MEMBERS
 
 
 
 
 
 26




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(a)
    
    in the case of an individual shall be signed by the appointor
or by his attorney; and(b)
    
    in the case of a corporation shall be either under the common
seal or signed by its attorney or by an officer on behalf of the
corporation.
  
 
 
  
  
 
  
 27




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DIRECTORS
 
 
 
 
 
 
 
 28




---



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APPOINTMENT AND REMOVAL OF DIRECTORS
   29




---



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MANAGING DIRECTORS
 
 
 
 
 VACATION OF OFFICE OF DIRECTOR
 30




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(a)
    
    if he becomes prohibited from being a Director by reason of any
order made under the Act;(b)
    
    if he ceases to be a Director by virtue of any of the
provisions of the Act or these Articles;(c)
    
    subject to provisions of the Act, if he resigns by writing
under his hand left at the Office;(d)
    
    if he has a receiving order made against him or suspend
payments or compound with his creditors generally;(e)
    
    if he be found lunatic or become of unsound mind; or(f)
    
    if he be absent from meetings of the Directors for a continuous
period of six months without leave from the Directors and the
Directors resolve that his office be vacated.
 ALTERNATE DIRECTORS
        31




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PROCEEDINGS OF DIRECTORS
 
  
 32




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33




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GENERAL POWERS OF THE DIRECTORS
 
 
 
 BORROWING POWERS
 
 SECRETARY
 
 SEAL
 34




---



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AUTHENTICATION OF DOCUMENTS
 
 
 DIVIDENDS AND RESERVES
 Available Profits
  35




---



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Intentionally omitted.
 Intentionally omitted.
 
 
 
 
 
 36
    Table of Contents   
 
 RESERVES
 
 CAPITALISATION OF PROFITS AND RESERVES
 
 
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##### Table of Contents



MINUTES AND BOOKS
 
 (a)
    
    of all appointments of officers made by the Directors;(b)
    
    of the names of the Directors present at each meeting of
Directors and of any committee of Directors; and(c)
    
    of all Resolutions and proceedings at all Meetings of the
Company and of any class of Members, of the Directors and of
committees of Directors.
 
 
 ACCOUNTS
 
 
 
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##### Table of Contents



AUDITORS
 
 
 
 NOTICES
 
 (i)
    
    by delivering the notice personally to him; or(ii)
    
    by sending it by prepaid mail to him at his
registered address in Singapore or where such address
is outside Singapore by prepaid air-mail; or(iii)
    
    by sending a cable or telex, or telefax
containing the text of the notice to him at his
registered address in Singapore or where such address
is outside Singapore to such address or to any other
address as might have been previously notified by the
Member concerned to the Company.
  39




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##### Table of Contents



(i)
    
    when it is delivered personally to the Member, at
the time when it is so delivered;(ii)
    
    when it is sent by prepaid mail to an address in
Singapore or by prepaid airmail to an address outside
Singapore, on the second day following that on which
the notice was put into the post; or(iii)
    
    when the notice is sent by cable or telex, or
telefax on the day it is so sent.
  
 
 
 40




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(i)
    
    every Member;(ii)
    
    every person entitled to a share in consequence
of the death or bankruptcy or otherwise of a Member
who but for the same would be entitled to receive
notice of the Meeting; and(iii)
    
    the Auditor for the time being of the Company.
  
 WINDING UP
 
 INDEMNITY
 
 41




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SCHEDULE 5
 
 DEED OF INDEMNITY
 DATED THE [] DAY OF []
  STATS CHIPPAC LTD.
  CHINA RESOURCES LOGIC LIMITED
  MICRO ASSEMBLY TECHNOLOGIES LIMITED
  WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED
 
 DEED OF INDEMNITY
 
 WONG PARTNERSHIP  *
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THIS DEED OF INDEMNITY
 BETWEEN:
 (1)
    
    STATS CHIPPAC LTD. (Company Registration No. 199407932D) a company incorporated in Singapore
and having its corporate headquarters address at 10 Ang Mo Kio Street 65, Techpoint #05-17/20,
Singapore (SCL);(2)
    
    CHINA RESOURCES LOGIC LIMITED(Company Registration No. 19963), a company incorporated in
Bermuda and having its principal business address at Rooms 4003-06, China Resources Building,
26 Harbour Road, Wanchai, Hong Kong (CRL);(3)
    
    MICRO ASSEMBLY TECHNOLOGIES LIMITED(International Business Company Number 548365), an
International Business Company incorporated in British Virgin Islands and having its
registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands (MAT);
and(4)
    
    WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED(International Business Company
Number 510317), an International Business Company incorporated in British Virgin Islands and
having its registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands
(Wuxi CRM),(collectively, the Parties and each a Party).
 WHEREAS Subscription Agreement
 NOW IT IS HEREBY AGREED
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    In this Deed:
 (a)
    
    all terms and references used in this Deed and which are defined or construed
in the Subscription Agreement but are not defined or construed in this Deed shall have
the same meaning and construction in this Deed. All references in this Deed to the
Agreement are to the Subscription Agreement as from time to time amended,
modified or supplemented;(b)
    
    where any person suffers a loss of or reduction in the amount of any relief,
allowance or credit or has a right to the repayment of Taxation nullified or cancelled
in whole or in part and such relief, allowance, credit or right to repayment related to
a Transaction effected on or before Completion or was granted by reference to any
income, profits or gains earned, accrued or received on or before Completion, then such
person shall be treated as having incurred a corresponding depletion in or reduction in
the value of its or his assets as a result of a Claim for Taxation made in the
circumstances falling within Clause 2.1;(c)
    
    references to income, profits or gains earned, accrued or received include
income, profits or gains deemed to have been or treated as earned, accrued or received
for Taxation purposes;
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(d)
    
    references to Clausesare to Clauses of this Deed unless the subject
or context otherwise requires; and
 (e)
    
    words and expressions defined for the purposes of any relevant taxing or other
legislation shall herein bear the same meaning.
 2.
    
    INDEMNITY2.1
    
    Subject as hereinafter provided, each of the Covenantors hereby jointly and severally agrees
with and undertakes to each of SCL, MAT and ANST to indemnify and keep indemnified each of
them as the case may be against any losses, liabilities and damages suffered by any of them or
any depletion in or reduction in value of their respective assets or increase in their
respective liabilities in relation to the JV Group Companies in connection with or arising
from or incident to or as a result or in consequence of any Claim for Taxation which has been
made or may hereafter be made:
 (a)
    
    in respect of or arising from any Transaction effected or deemed to have been
effected on or before Completion; or(b)
    
    by reference to any income, profits or gains earned, accrued or received on or
before Completion.
 The indemnity in this Clause 2.1 shall include all costs and expenses properly payable in
connection with any Claim or liability referred to herein.
 2.2
    
    The Covenantors shall not be liable under Clause 2:
 (a)
    
    to the extent that the liability would not have arisen, but for an act carried
out by the Covenantors prior to Completion at the written request of SCL; or(b)
    
    to the extent that recovery has been made in respect of the same subject matter
under the Subscription Agreement and any payment by the Covenantors under this Deed
shall reduce by that amount any claim in respect of the same subject matter by SCL or
any Group Company under the Subscription Agreement (and vice versa)
 2.3
    
    In the event of default by the Covenantors (or any of them) in the payment on demand of any
sum due under this Deed determined by agreement or pursuant to an order of a court or by SCLs
auditors, the liability of the Covenantors shall be increased to include interest on such sum
from the date of payment of such sum by MAT towards satisfaction of any Claim for Taxation
referred to in Clause 2.1 to the date of actual payment by the Covenantors (as well after as
before judgment) at a rate per annum being two per cent. (2%) above 6-month LIBOR rate for US$
quoted by The Hongkong and Shanghai Banking Corporation Limited, Singapore (or any successor
entity thereof) from time to time. Interest determined in accordance with this Clause 2.2
shall be calculated on the basis of a 360-day year and the actual number of days elapsed and
shall accrue from day to day.2.4
    
    Any liability to SCL, MAT and ANST hereunder may in whole or in part be released, compounded
or compromised, or time or indulgence may be given, by SCL in its absolute discretion without
in any way prejudicing or affecting its rights against the Covenantors (or any of them).
 3.
    
    NOTICEAny notice required to be given by any Party to any other Party shall be deemed validly
served
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by hand delivery or by telefax or by prepaid registered letter or by a recognised
courier service sent to its address or facsimile number given herein or such other address
or facsimile number as may
from time to time be notified for this purpose The initial addresses and telefax numbers of
the Parties are:
 SCL
    
    :
    
    STATS ChipPAC Ltd.Fax Number
    
    :
    
    + 65 6720 7829Address
    
    :
    
    10 Ang Mo Kio Street 65 Techpoint #05-17/20 Singapore 569059Attention
    
    :
    
    Mr. Choong, Chan Yong, Vice President, Corporate StrategyWith a copy to
    
    :
    
    Ms. Taylor, Janet, General CounselCRL
    
    
    
    China Resources Logic LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong KongAttention
    
    :
    
    Mr. Wang Guoping, Director and Chief Executive OfficerMAT
    
    :
    
    Micro Assembly Technologies LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26 Road, Wanchai, Hong KongAttention
    
    :
    
    Mr. Wang Guoping, Director and Chief Executive OfficerWuxi CRM
    
    :
    
    Wuxi China Resources Microelectronics (Holdings) LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26 Harbour Road, Wanchai, Hong KongAttention
    
    :
    
    Mr. Wang Guoping, Director and Chief Executive Officer
 Any such notice or communication shall be deemed to have been served:
 (a)
    
    if delivered by hand, at the time of delivery; or(b)
    
    if posted by prepaid ordinary mail, at the expiration of three (3) days after
the envelope containing the same shall have been put into the post; or(c)
    
    if sent by facsimile, upon the receipt by the sender of the confirmation note
indicating that the notice or communication has been sent in full to the recipients
facsimile machine, or such other similar medium of receipt; or(d)
    
    if sent by courier, at the expiration of two (2) days after the package
containing the same
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shall have been received by the relevant courier company.
 In proving such service it shall be sufficient to prove that delivery by hand was made or
that the envelope containing such notice or document was properly addressed and posted as a
prepaid ordinary mail letter or that the facsimile confirmation note indicates the
transmission was successful, or, as the case, the package may be containing such notice or
document was properly addressed and sent to the relevant courier company.4.
    
    GENERAL4.1
    
    This Deed shall come into force on the date stated at the beginning and shall continue in
force from such date.4.2
    
    This Deed shall be binding upon and enure for the benefit of the successors permitted
assignees and/or nominees of the Parties. Each of the Covenantors agrees that SCL shall be
entitled to assign the benefit of this Deed and any cause of action in connection therewith
and all or part of its rights or transfer all or part of its obligations under this Deed to
its to any Permitted Transferree holding shares in MAT for the time being. Any such Permitted
Transferee shall be entitled to the full benefit of this Deed to the same extent as if it were
an original Party in respect of the rights or obligations assigned or transferred to it. Any
reference in this Deed to SCL shall be construed accordingly.4.3
    
    Each of the Covenantors may not assign or transfer all or part of its rights and obligations
under this Deed to any party except that CRL may assign and transfer its rights and
obligations under this Deed in the manner set out in Clause 4.4 below.4.4
    
    The Parties acknowledge that CRL may, but shall not be obliged to undertake an internal
corporate restructuring exercise involving CRL and its Related Corporations but not involving
any change of ultimate shareholding control of CRL (a Restructuring Exercise). The
Parties hereby agree that notwithstanding Clause 4.3, CRL may (but shall not be obliged to)
transfer or assign its rights and obligations under this Deed to its successor entity pursuant
to the Restructuring Exercise (CRL Successor Entity) and no consent shall be
required from any Party in respect of such assignment or transfer of CRLs rights and
obligations Provided that (i) such CRL Successor Entitys net asset value (total assets minus
total liabilities (excluding shareholders equity)) at the time of such assignment or transfer
of CRLs rights and obligations shall not be less than CRLs net asset value (total assets
minus total liabilities (excluding shareholders equity)) as of the date of the Joint Venture
Agreement, based on CRLs audited accounts for the financial year ended 31 December 2005; and
(ii) not less than one (1) month prior to any such assignment or transfer, CRL has permitted
SCLs independent external auditors to, at the sole cost and expense of CRL, undertake a
limited review of the financial statements of CRL Successor Entity for the sole purpose of
determining its net asset value. The opinion of SCLs independent external auditors shall be
final, conclusive and binding on CRL and SCL.4.5
    
    The illegality, invalidity or unenforceability of any provision of this Deed under the law of
any jurisdiction shall not affect its legality, validity or enforceability under the law of
any other jurisdiction nor the legality, validity or enforceability of any other provision.4.6
    
    The Contract (Rights of Third Parties) Act Chapter 53B of Singapore (the Act) shall
not under any circumstances apply to this Deed and any person who is not a party to this Deed
(whether or not such person shall be named, referred to, or otherwise identified in, or form
part of a class of persons so named, referred to or identified in, this Deed) shall have no
right whatsoever under the Act to enforce this Deed or any of its terms, but this does not
affect any right or remedy of a third party which exists or is available apart from the Act.
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5.
    
    COUNTERPARTSThis Deed may be signed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. Any party may enter into this Deed by signing and
executing any such counterpart and each counterpart may be signed and executed by the
Parties and transmitted by facsimile transmission and shall be as valid and effectual as if
executed as an original.6.
    
    GOVERNING LAW6.1
    
    This Deed shall be governed by, and construed in accordance with, the laws of Singapore.6.2
    
    In case any dispute or difference shall arise between the Parties as to the construction of
this Deed or as to any matter of whatsoever nature arising thereunder or in connection
therewith, including any question regarding its existence, validity or termination, such
dispute or difference shall be submitted to a single arbitrator to be appointed by the
Chairman for the time being of the SIAC. Such submission shall be a submission to arbitration
in accordance with the SIAC Rules by which the Parties agree to be so bound. The place of
arbitration shall be Singapore and the arbitration shall be conducted wholly in the English
language.
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IN WITNESS WHEREOF
 SCL
 The Common Seal of
STATS ChipPAC Ltd.
has been affixed in the presence of:
    
    )
)
)DirectorDirector/Secretary
 CRL
 The Common Seal of
China Resources Logic Limited
has been affixed in the presence of:
    
    )
)
)DirectorDirector/Secretary
 MAT
 The Common Seal of
Micro Assembly Technologies Limited
has been affixed in the presence of:
    
    )
)
)DirectorDirector/Secretary
 Wuxi CRM
 The Common Seal of
Wuxi China Resources Microelectronics
(Holdings) Limited 
has been affixed in the presence of:
    
    }
}
)DirectorDirector/Secretary
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SCHEDULE 6
 
 DIRECTOR INDEMNITY LETTER
  MAT Director
  1.
    
    In consideration of the Director acting as a director of MAT at the request of MAT:
 (a)
    
    MAT hereby indemnifies the Director from and against any liability incurred by
him in his capacity as a director of MAT in defending any proceedings, whether civil or
criminal, in which judgement is given in his favour or in which he is acquitted or in
connection with any application in relation to any such proceeds in which relief is
granted to him by a court. This Director Indemnity Letter shall not extend to cover any
liability incurred by the Director in defending any criminal proceedings (whether in
his capacity as a director or otherwise) or charges brought against him otherwise than
in his capacity as a director of MAT; and(b)
    
    MAT hereby indemnifies the Director from and against all liabilities, damages,
actions, suits, proceedings, claims, costs, charges and expenses suffered or incurred
by or brought or made against the Director as a result of any act matter or thing done
or omitted to be done by him in good faith and for the interest or benefit of MAT in
the course of his being a director of MAT.
 2.
    
    In this Deed, words importing any gender include the other genders and words importing the
singular include the plural and vice versa.3.
    
    A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Deed.4.
    
    This Deed shall be governed by and construed in accordance with the laws of Singapore. In
case any dispute or difference shall arise between the Parties as to the construction of this
Deed or as to any matter of whatsoever nature arising thereunder or in connection therewith,
including any question regarding its existence, validity or termination, such dispute or
difference shall be submitted to a single arbitrator to be appointed by the Chairman for the
time being of the SIAC. Such submission shall be a submission to arbitration in accordance
with the SIAC Rules by which the Parties agree to be so bound. The place of arbitration shall
be Singapore and the arbitration shall be conducted wholly in the English language.
  The Common Seal of
Micro Assembly Technologies Limited 
was hereunto affixed in the presence of:
    
    )
     )
     )Director
    
    Director/Secretary
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ANST Director
  1.
    
    In consideration of the Director acting as a director of ANST at the request of ANST:
 (a)
    
    ANST hereby indemnifies the Director from and against any liability incurred by
him in his capacity as a director of ANST in defending any proceedings, whether civil
or criminal, in which judgement is given in his favour or in which he is acquitted or
in connection with any application in relation to any such proceeds in which relief is
granted to him by a court. This Director Indemnity Letter shall not extend to cover any
liability incurred by the Director in defending any criminal proceedings (whether in
his capacity as a director or otherwise) or charges brought against him otherwise than
in his capacity as a director of ANST; and(b)
    
    ANST hereby indemnifies the Director from and against all liabilities, damages,
actions, suits, proceedings, claims, costs, charges and expenses suffered or incurred
by or brought or made against the Director as a result of any act matter or thing done
or omitted to be done by him in good faith and for the interest or benefit of ANST in
the course of his being a director of ANST.
 2.
    
    In this Deed, words importing any gender include the other genders and words importing the
singular include the plural and vice versa.3.
    
    A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Deed.4.
    
    This Deed shall be governed by and construed in accordance with the laws of Singapore. In
case any dispute or difference shall arise between the Parties as to the construction of this
Deed or as to any matter of whatsoever nature arising thereunder or in connection therewith,
including any question regarding its existence, validity or termination, such dispute or
difference shall be submitted to a single arbitrator to be appointed by the Chairman for the
time being of the SIAC. Such submission shall be a submission to arbitration in accordance
with the SIAC Rules by which the Parties agree to be so bound. The place of arbitration shall
be Singapore and the arbitration shall be conducted wholly in the English language.
  Signed by
 
and company stamp of
Wuxi CR Micro-Assemb Tech. Ltd.
    
    
    
    )
     )
     )
     )Legal Representative
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SCHEDULE 7
 
 Joint Venture Agreement
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##### Table of Contents



Dated this 22nd day of June 2006
  STATS CHIPPAC LTD.
  CHINA RESOURCES LOGIC LIMITED
  WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED
  MICRO ASSEMBLY TECHNOLOGIES LIMITED
  WUXI CR MICRO-ASSEMB TECH. LTD.
 
 JOINT VENTURE AGREEMENT
 
 WONG PARTNERSHIP   




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TABLE OF CONTENTS
 CLAUSE
    
    HEADING
    
    PAGE1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    12.
    
    OBJECTIVES OF THE PARTIES
    
    
    63.
    
    CAPITAL STRUCTURE OF MAT
    
    
    64.
    
    EFFECTIVE DATE, WARRANTIES AND COVENANTS
    
    
    75.
    
    EXERCISE OF RIGHTS
    
    
    76.
    
    BOARD OF DIRECTORS
    
    
    77.
    
    SHAREHOLDERS MEETINGS
    
    
    108.
    
    REGISTERED OFFICE ETC.
    
    
    109.
    
    FINANCE FOR MAT
    
    
    1110.
    
    DIVIDEND POLICY
    
    
    1111.
    
    ADMINISTRATION
    
    
    1112.
    
    RESERVED MATTERS
    
    
    1313.
    
    INFORMATION RIGHTS
    
    
    1514.
    
    NON-SOLICITATION AND NON-COMPETITION
    
    
    1715.
    
    PREEMPTIVE RIGHTS : ISSUE OF NEW SHARES
    
    
    1816.
    
    TRANSFER OF SHARES
    
    
    1917.
    
    TRANSFER OF SHARES : CHANGE IN CONTROL
    
    
    2118.
    
    TAG-ALONG RIGHTS
    
    
    2119.
    
    PUT OPTION
    
    
    2220.
    
    TERMINATION
    
    
    2321.
    
    CONSEQUENCES OF TERMINATION
    
    
    2422.
    
    GUARANTEE AND INDEMNITY
    
    
    2723.
    
    PROVISIONS RELATING TO THIS JOINT VENTURE AGREEMENT
    
    
    2724.
    
    CONFIDENTIALITY
    
    
    2925.
    
    ANNOUNCEMENTS
    
    
    3026.
    
    SEVERAL OBLIGATIONS
    
    
    30




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CLAUSE
    
    HEADING
    
    PAGE27.
    
    WAIVER OF RIGHTS, ETC.
    
    
    3028.
    
    NO PARTNERSHIP
    
    
    3029.
    
    COSTS
    
    
    3130.
    
    NOTICES
    
    
    3131.
    
    SPIRIT OF AGREEMENT AND INTENTION
    
    
    3232.
    
    ENTIRE AGREEMENT
    
    
    3233.
    
    COUNTERPARTS
    
    
    3334.
    
    GOVERNING LAW AND ARBITRATION
    
    
    3335.
    
    THIRD PARTIES
    
    
    33SCHEDULE 1DEFAULT CALL OPTION NOTICE
    
    
    34SCHEDULE 2DEFAULT PUT OPTION NOTICE
    
    
    35SCHEDULE 3DEED OF RATIFICATION AND ACCESSION
    
    
    36SCHEDULE 4OFFICERS CERTIFICATES
    
    
    38SCHEDULE 5RESERVED MATTERS CALL OPTION NOTICE
    
    
    40SCHEDULE 6QFN BUSINESS AND QFN CUSTOMERS
    
    
    41




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THIS JOINT VENTURE AGREEMENT nd
 BETWEEN :
 (1)
    
    STATS CHIPPAC LTD.(Company Registration No. 199407932D), a company incorporated in Singapore
and having its corporate headquarters address at 10 Ang Mo Kio Street 65, Techpoint #05-17/20,
Singapore (SCL);(2)
    
    CHINA RESOURCES LOGIC LIMITED(Company Registration No. 19963), a company incorporated in
Bermuda and having its principal business address at Rooms 4003-06, China Resources Building,
26 Harbour Road, Wanchai, Hong Kong (CRL);(3)
    
    WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED(International Business Company
Number 510317), an International Business Company incorporated in British Virgin Islands and
having its registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands
(Wuxi CRM);(4)
    
    MICRO ASSEMBLY TECHNOLOGIES LIMITED(International Business Company Number 548365), an
International Business Company incorporated in British Virgin Islands and having its
registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands (MAT);
and(5)
    
    WUXI CR MICRO-ASSEMB TECH. LTD., a company incorporated in the Peoples Republic of China and
having its registered address at New District Science & Technology Park Ximei Road, B-27, Wuxi
214112, Jiangsu, Peoples Republic of China (ANST),(collectively the Parties and each a Party).
 WHEREAS
 (A)
    
    MAT has an authorised share capital of US$4,000,000 consisting of 4,000,000 Shares (as
defined below), of which 4,000,000 Shares, have been allotted and issued.(B)
    
    SCL has agreed to invest in the JV Group (as defined below) which is engaged in the
Businesses (as defined below).(C)
    
    Pursuant to the Subscription Agreement (as defined below), SCL has subscribed for a total of
1,000,000 Shares in MAT representing 25% of the Enlarged Issued Share Capital (as defined
below) and Wuxi CRM has subscribed for a total of 2,999,999 Shares and now holds 3,000,000
Shares representing 75% of the Enlarged Issued Share Capital as at the date of this Joint
Venture Agreement.(D)
    
    To regulate the relationship of the Shareholders (as defined below) inter seas shareholders
of MAT and in the conduct of the business and affairs of the JV Group in the spirit of mutual
confidence and co-operation, the Parties have agreed to enter into this Joint Venture
Agreement on the terms and conditions hereinafter set out.
 IT IS HEREBY AGREED
 
 1.
    
    DEFINITIONS AND INTERPRETATION
 1.1
    
    In this Joint Venture Agreement and in the Schedules unless the context requires otherwise:
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Approved Accounting Firm means any one of Deloitte & Touche, Ernst & Young, KPMG,
PricewaterhouseCoopers or any of their successor firms;Articles has the meaning ascribed to it in the Subscription Agreement;Assets shall have the meaning ascribed to it in the Assets Sale and Purchase
Agreement;Assets Sale and Purchase Agreement has the meaning ascribed to it in the
Subscription Agreement;Board means the board of directors, for the time being, of MAT;Businesses means the businesses of MAT as set out in Clause 2;BVI Registry means Registry of Corporate Affairs in the British Virgin Islands;Chairman means the chairman of the Board at any given time;Companies Act means the International Business Companies Act of the BVI;Completion Date has the meaning ascribed to it in the Subscription Agreement;Confidential Information means any information which is proprietary and
confidential to a party including but not limited to the terms and conditions of this Joint
Venture Agreement, information concerning or relating in any way whatsoever to its
distributorship, franchise or other arrangements, principals, any of the trade secrets or
confidential operations, processes or inventions carried on or used by a party, any
information concerning the organisation, business, finances, transactions or affairs of a
party, dealings of a party, secret or confidential information which relates to the
business or party or any of its principals, clients or customers transactions or affairs,
any partys technology, designs, documentation, manuals, budgets, financial statements or
information, accounts, dealers lists, customer lists, marketing studies, drawings, notes,
memoranda and the information contained therein, any information therein in respect of
trade secrets, technology and technical or other information relating to the development,
manufacture, clinical testing, analysis, marketing, sale or supply or proposed development,
manufacture, clinical testing, analysis, marketing, sale or supply of any products or
services by a party, and plans for the development or marketing of such products or
services and information and material which is either marked confidential or is by its
nature intended to be exclusively for the knowledge of the recipient alone;Control means the authority, whether exercised or not, to control a persons
business and affairs, which authority shall conclusively be presumed to exist upon
possession of beneficial ownership or power to direct the vote of more than fifty per cent.
(50%) of the votes entitled to be cast or to control the composition of the board of
directors and references to is Controlled by and is under the Control
of shall be construed accordingly;Declined Subscription Shares shall have the meaning ascribed to it in Clause
15.3;Deed of Ratification and Accession means the deed in the form and on the terms
set out in Schedule 3;Default Call Option shall have the meaning ascribed to it in Clause 21.1(a);Default Call Option Notice shall have the meaning ascribed to it in Clause 21.2;
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Default Call Option Shares means Shares held by SCL (in the event the Default
Call Option is exercised);Default Option Completion shall have the meaning ascribed to it in Clause 21.9;Defaulting Party shall have the meaning ascribed to it in Clause 20.2;Default Put Option shall have the meaning ascribed to it in Clause 21.1(b);Default Put Option Shares means Shares held by SCL in the event the Default Put
Option is exercised;Default Transferee means the Non-Defaulting Party (in the event the Default Call
Option is exercised) or the Defaulting Party (in the event the Default Put Option is
exercised);Default Transferor means the Defaulting Party (in the event the Default Call
Option is exercised) or the Non-Defaulting Party (in the event the Default Put Option is
exercised);Director means a director at any given time of MAT;Encumbrances means any mortgage, assignment of receivables, debenture, lien,
charge, pledge, title retention, right to acquire, security interest, options, rights of
first refusal and any other encumbrance or condition whatsoever;Enlarged Issued Share Capital shall have the meaning ascribed to it in the
Subscription Agreement;FY means financial year;Intellectual Property Rights means all trademarks, service marks, patents,
designs, copyright, know-how, proprietary information, trade secrets, licenses relating to
any of the above and all other similar industrial and intellectual property rights, title
and interests, whether registered, pending registration or unregistered;JV Group means MAT and ANST, and JV Group Company means any one of
them;Manufacturers Representative Agreement shall have the meaning ascribed to it in
the Subscription Agreement;Net Asset Value means, in relation to any Share at any given time, the net asset
value of such Share calculated in accordance with the following formula:
 Net Asset Value = (A  B)/CWhereA is the aggregate amount of assets of MAT determined by reference to then latest
available audited consolidated accounts of MAT in respect of a financial year;B is the aggregate amount of liabilities of MAT (excluding shareholders equity)
determined by reference to then latest available audited consolidated accounts of
MAT in respect of a financial year; andC is the total number of issued Shares at such time.
 Non-Defaulting Party shall have the meaning ascribed to it in Clause 21.1;
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Notice of Transfer shall have the meaning ascribed to it in Clause 18.1;Offer shall have the meaning ascribed to it in Clause 16.2;Option Shares means all such Shares beneficially owned by SCL (whether by way of
subscription or purchase or otherwise howsoever) as at the date of the Put Option Notice;Permitted Transferee means any company within the SCL or CRL group of companies
(as the case may be) whereby SCL or CRL, directly or indirectly, through one or more
intermediaries, owns more than fifty percent (50%) of such companys capital and voting
rights;Prescribed Period shall have the meaning ascribed to it in Clause 14.1;Put Option Completion Date means 11.00 a.m. on the date (being a Business Day)
falling fourteen (14) days from the date of service of a Put Option Notice under Clause
19.2;Put Option Period means the period commencing on 1 January 2011 and ending on the
date falling five (5) years thereafter, such five (5) years periods to be automatically
renewed unless terminated in writing by SCL;QFN Business means the business of SCL and SCC as described and diagrammatically
illustrated in Schedule 6, including the customers identified therein;QFN Customers means the customers identified in Schedule 6;Registered Agent of MAT means Morgan & Morgan Trust Corporation Limited;Related Corporation means with reference to a corporation, a corporation which is
(a) the holding company of the first-mentioned corporation; (b) a subsidiary of the
first-mentioned corporation; or (c) a subsidiary of the holding company of the
first-mentioned corporation;Remaining Offer Shares shall have the meaning ascribed to it in Clause 16.4(a);Reserved Matters Call Option shall have the meaning ascribed to it in Clause
12.3;Reserved Matters Call Option Completion shall have the meaning ascribed to it in
Clause 12.3;Reserved Matters Call Option Shares shall have the meaning ascribed to it in
Clause 12.3;SCBL shall have the meaning ascribed to it in the Subscription Agreement;SCC shall have the meaning ascribed to it in the Subscription Agreement;SCL Consideration Amount shall have the meaning ascribed to it in the
Subscription Agreement;SCL Director shall have the meaning ascribed to it in the Subscription Agreement;Shares means ordinary shares in the capital of MAT of US$1.00 each;
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Shareholders means Wuxi CRM and SCL and any other person holding shares in the
capital of MAT who shall have executed a Deed of Ratification and Accession pursuant to the
provisions of this Joint Venture Agreement;Shareholding Proportion, in relation to any Shareholder, means, at any given
time, the proportion in which the Shares for which that Shareholder is registered in MATs
register of members bears to the total number of Shares issued in the capital of MAT;Securities means Shares and options which enable any person to take up unissued
Shares;Subscription Agreement means the subscription agreement entered between SCL, CRL,
MAT and Wuxi CRM pursuant to which, inter alia, SCL agrees to subscribe for 25% of the
Enlarged Issued Share Capital as at the Completion Date;Subscription Offer shall have the meaning ascribed to it in Clause 15.1;Transfer means any voluntary or involuntary sale, assignment, conveyance, pledge,
encumbrance, hypothecation, gift, distribution or other disposition or transfer;Transfer Customers shall have the meaning ascribed to it in the Manufacturers
Representative Agreement;Transfer Customer Confidential Information shall have the meaning ascribed to it
in the Manufacturers Representative Agreement;Transferring Shareholder shall have the meaning ascribed to it in Clause 16.2;Transfer Terms means the entire legal and beneficial interest in all the Option
Shares shall be sold and purchased free from any Encumbrance and together with all rights
attaching thereto as at the date of exercise of the Put Option or at any time thereafter
and the consideration for the Option Shares shall be the Net Asset Value thereof;Wuxi Consideration Amount shall have the meaning ascribed to it in the
Subscription Agreement;Wuxi CRM Director means a director appointed by Wuxi CRM in accordance with
Clause 6; andUS$ or US Dollars means the lawful currency of the United States of
America.1.2
    
    Any reference in this Joint Venture Agreement or the Schedules to a statutory provision shall
include that provision and any regulations made in pursuance thereof as from time to time
modified or re-enacted, whether before or after the date of this Joint Venture Agreement.
 1.3
    (a)
    
    The headings in this Joint Venture Agreement are inserted for convenience only and shall
not affect the construction of this Joint Venture Agreement.(b)
    
    Any reference in this Joint Venture Agreement to this Joint Venture
Agreement includes all amendments, additions, and variations thereto agreed
between the Parties.(c)
    
    The expressions the Parties with its grammatical variations and
cognate expressions shall mean the Parties to this Joint Venture Agreement and any
other person who becomes a member of MAT and is bound by the terms of this Joint
Venture Agreement pursuant to the provisions of Clauses 15.5 and 16.
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(d)
    
    Unless the context otherwise requires, words importing the singular shall
include the plural and vice versa; words importing a specific gender shall include the
other genders (male, female or neuter), and person shall include an
individual, corporation, company, partnership, firm, trustee, trust, executor,
administrator or other legal personal representative, unincorporated association,
joint venture, syndicate or other business enterprise, any governmental,
administrative or regulatory authority or agency (notwithstanding that
person may be sometimes used herein in conjunction with some of such words),
and their respective successors, legal personal representatives and assigns, as the
case may be, and pronouns shall have a similarly extended meaning.(e)
    
    The expression financial year means a period in respect of which an
audited profit and loss account of MAT has or is to be prepared for the purpose of
laying before MAT at its annual general meeting, whether that period is a year or not.(f)
    
    A reference to a month is a reference to a period starting on one
day in a calendar month and ending on the numerically corresponding day in the next
succeeding calendar month.(g)
    
    The words written and in writing include any means of
visible reproduction. References to Recitals, Clauses, and
Schedules are to the recitals, clauses of, and the schedules to, this Joint
Venture Agreement (unless the context otherwise requires). Any reference to a
paragraph is to a reference to a paragraph of the Clause in which such
reference appears. The Schedules form part of this Joint Venture Agreement and have
the same force and effect as if expressly set out in the body of this Joint Venture
Agreement.(h)
    
    The expression subsidiary shall mean any company a Party directly
or indirectly owns more than fifty percent (50%) of the capital and voting rights of
such company.
 
 2.
    
    OBJECTIVES OF THE PARTIES
 The Businesses of MAT shall, unless and until the Shareholders otherwise agree, be confined
to be an investment holding company holding 100% equity interest in ANST, which is an
integrated circuit assembly and test foundry provider.
 
 3.
    
    CAPITAL STRUCTURE OF MAT
 3.1
    
    As at the date of this Joint Venture Agreement, SCL owns 1,000,000 Shares and Wuxi CRM owns
3,000,000 Shares representing 25% and 75%, respectively, of the Enlarged Issued Share Capital.3.2
    
    No Shareholder shall, without the prior written consent of the other Shareholder, create or
permit to subsist any Encumbrance of any nature whatsoever over its Shares or any part of its
interest in any Shares. Without prejudice to the generality of the foregoing, Wuxi CRM shall
not pledge all or any of its Shares to any party whatsoever without the prior written consent
of SCL, such consent not to be unreasonably withheld.
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4.
    
    EFFECTIVE DATE, WARRANTIES AND COVENANTS
 4.1
    
    This Joint Venture Agreement shall take effect on the Completion Date.4.2
    
    Each Party warrants to the other Parties that, at the time this Joint Venture Agreement comes
into effect,
 (a)
    
    all action will have been taken so that the execution, delivery and
performance of this Joint Venture Agreement will not (i) conflict with or result in a
violation of the memorandum and articles of association or other constitutive
documents of such Party; or (ii) result in a breach of or constitute a default under
any mortgage, agreement instrument or undertaking by which such Party is bound;(b)
    
    all relevant statutory, governmental or other approvals for the transactions
contemplated herein have been obtained; and(c)
    
    it has full legal right, power and authority to execute, deliver and perform
its obligations under this Joint Venture Agreement.
 
 5.
    
    EXERCISE OF RIGHTS
 5.1
    
    The Shareholders shall simultaneously with this Joint Venture Agreement cause the Articles to
be amended to make the Articles consistent with the provisions of this Joint Venture Agreement
and CRL, Wuxi CRM, MAT and ANST shall as soon as practicably possible but in any event within
six (6) months from the date hereof cause the articles of association of ANST to be amended to
make the articles of association of ANST consistent with the provisions of this Joint Venture
Agreement.5.2
    
    Each of the Shareholders shall exercise its rights as a shareholder in MAT in a manner
consistent with the provisions of this Joint Venture Agreement. Where to give effect to all or
any of the provisions of this Joint Venture Agreement a resolution of the members of MAT in
general meeting is required under the laws of the BVI or under the Articles of MAT, or any
resolution, registration, application, filing or other administrative step of ANST is required
under the laws of PRC or under the Articles of ANST, each of the Shareholders shall exercise
its voting rights for the time being in MAT and take all such actions, things and steps as lie
within its powers as are necessary to give effect thereto, including but not limited to
procure the Registered Agent of MAT to file the Amendments with the BVI Registry.
 
 6.
    
    BOARD OF DIRECTORS
 6.1
    
    Unless otherwise agreed by the Shareholders in writing, the number of Directors shall be four
(4).6.2
    
    Each Shareholder shall have the right to appoint one (1) Director at any time and from time
to time to the Board for every multiple of Shares held by such Shareholder constituting 25%
(such multiple to be rounded up to the nearest whole figure) of the total issued share capital
of MAT on a fully diluted basis. The right of appointment of Directors conferred on each
Shareholder under this Clause 6.2 shall include the right of such Shareholder to remove from
office at any time and from time to time such person(s) appointed by such Shareholder as a
Director and the right of such Shareholder at any time and from time to time to determine the
period during which such person shall hold the office of Director. In the event that SCL
shall not have exercised its rights of appointment, it shall be entitled to nominate a
representative to attend all meetings of the Board and such representative shall be provided
with the same information and notifications in respect of board meetings as is provided to the
Directors.
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6.3
    
    If a Shareholder shall cease to own such number of Shares which entitles it to appoint that
number of Director(s) it has appointed to the Board, such Shareholder shall remove, or procure
the resignation of, the relevant number of its nominees as Director(s) with effect from the
date when the transfer of its Shares is completed so as to ensure compliance with the
provisions of Clause 6.2 relating to the number of Directors it is entitled to appoint to the
Board. A Director shall be entitled to continue to serve as such until removed by the
Shareholder who had appointed him, or (regardless of whether such Director has tendered his
resignation as such to MAT) until that Shareholder ceases to hold the qualifying number of
Shares, or until such Director is disqualified in accordance with the Articles or the
Companies Act. Save as provided herein, no Director shall be removed by the Board.6.4
    
    Every request for the appointment or removal of a Director by a Shareholder shall be in
writing and signed by or on behalf of the Shareholder appointing or removing, as the case may
be, such Director and shall be delivered to the registered office for the time being of MAT.
Whenever for any reason a person appointed by a Shareholder ceases to be a Director, that
Shareholder shall be entitled to appoint forthwith another Director.6.5
    
    Chairman of the Board shall be appointed from amongst the Wuxi CRM Directors. The Chairman
shall not be entitled to a second or casting vote at any meeting of the Board or at any
general meeting of MAT.6.6
    
    Subject to Clause 12, all decisions of the Board shall be taken by a simple majority of the
Board.6.7
    
    The Board shall meet as required in Building 2-1 C, Information Industry and Technology Zone,
No. 21 Changjiang Road, Wuxi New District, the PRC (CHINESE CHARACTERS) or any other place
as the Board may decide for purposes of discussing reports and other matters (including
reviewing the Businesses) not less than every three (3) months.6.8
    
    Each Director shall be entitled at any time and from time to time to appoint any person to
act as his alternate and to terminate the appointment of such person and in that connection
the provisions of the Articles shall be complied with. Such alternate director shall be
entitled while holding such office as such to receive notices of all meetings of the Board and
to attend and vote as a Director at any such meetings at which the Director appointing him is
not present and generally to exercise all the powers, duties and authorities and to perform
all functions of the Director appointing him. A Director or any other person may act as an
alternate Director to represent more than one (1) Director and an alternate Director shall be
entitled at meetings of the Board to one (1) vote for every Director whom he represents in
addition to his own vote (if any) as a Director.6.9
    
    At least fourteen (14) days notice of meetings of the Board (including details of the agenda
and any relevant papers or documents to be discussed at such Board meeting shall be given to
each Director at such address as he shall from time to time notify to MAT for this purpose.
In the case of urgent business the right to receive notice may be waived by any Director by
facsimile or otherwise in writing. Each notice of meeting of the Board shall contain an
agenda of the business to be discussed at such meeting and unless agreed by all Directors
present, no Board meeting shall vote on or resolve any matter not specified or referred to in
the agenda.
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6.10
    
    Each Director present personally or by his alternate shall have one (1) vote at all meetings
of the Board. The quorum of all meetings of the Board shall be two (2) Directors, of whom one
(1) shall be an SCL Director and the other a Wuxi CRM Director. Provided that where no quorum
is present at any duly convened meeting, the meeting shall be adjourned to seven (7) days
thereafter at the same time and place and any two (2) Directors shall be the quorum.6.11
    
    The annual budget and operating plan of MAT for FY2007 shall be approved by the Board as soon
as reasonably practicable after the execution of this Joint Venture Agreement but in any event
no later than 1 December 2006.6.12
    
    A resolution in writing signed by all of the Directors for the time being or their alternates
shall be valid and effectual as if it had been passed at a meeting of the Board duly convened
and held. Any such resolution may consist of several documents in like form, each signed by
one (1) or more of the Directors. The expression in writing and signed
include approval by electronic mail or facsimile transmission.6.13
    
    Discussion at all meetings of the Board shall be duly recorded by such person as the Board
may direct and minutes of such meetings shall be drawn up and circulated to all the Directors
at least ten (10) days prior to the next meeting of the Board.6.14
    
    A Director shall not be prohibited from voting or being counted in a quorum at any meeting of
the Board in respect of any contract or arrangement in which he is or may be interested
provided he has disclosed the nature of his interest in accordance with the applicable laws
at the place of its incorporation.6.15
    
    The authorised signatories of all and any banking or credit facilities or accounts shall
include an SCL Director and the mandate for the operation of such banking or credit facilities
shall be as determined by the Board Provided That the signature of an SCL Director shall be
required in respect of any cheque or instruction to a financial institution issued by MAT for
payments (singly or aggregated in a series of related transactions) exceeding US$3,000,000 or
such other amount as may be agreed between the Shareholders from time to time.6.16
    
    The meetings of the Board may be conducted by means of telephone or audio-visual conferencing
or other methods of simultaneous communication by electronic, telegraphic or other means by
which all persons participating in the meeting are able to hear and be heard at all times by
all other participants without the need for a Director to be in the physical presence of the
other Directors and participation in the meeting in this manner shall be deemed to constitute
presence in person at such meeting. The Directors participating in any such meeting shall be
counted in the quorum for such meeting and subject to there being a requisite quorum at all
times during such meeting, all resolutions agreed by the Directors in such meeting shall be
deemed to be as effective as a resolution passed at a meeting in person of the Directors duly
convened and held. A Director may disconnect or cease to participate in the meeting if he
makes known to all other Directors participating that he is ceasing to participate in the
meeting and such Director shall, notwithstanding such disconnections, be counted in the quorum
for such part of the meeting. The minutes of such a meeting shall be circulated to all
Directors who attended such a meeting for comments not later than 30 days after the conclusion
of such meeting, and subject as aforesaid, the minutes of such meeting after incorporating the
comments (if any) from the Directors, signed by the Chairman shall be conclusive evidence of
any resolution of any meeting conducted in the manner as aforesaid. A meeting conducted by
the aforesaid means is deemed to be held at the place agreed upon by the Directors attending
the meeting, provided that at least one (1) of the Directors participating in the meeting was
at that place for the duration of the meeting.
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6.17
    
    The provisions of Clauses 6.1 to 6.16 shall apply mutatis mutandisto ANST, with the
consequence that references to MAT shall be construed as referring to
ANST, and the Shareholders shall procure that MAT exercises its rights as
shareholder in such subsidiaries to give effect to Clauses 6.1 to 6.16 as applied to such
subsidiaries. Without limitation to the generality of the foregoing, the Shareholders and MAT
agree that SCL shall be entitled to nominate one (1) person as a director of ANST and one (1)
person as the alternate director of such director nominated by SCL, and in connection
therewith, the other Shareholders shall procure that MAT exercises its rights as shareholder
in ANST to procure the appointment, election, re-election or removal as a director of ANST
such person as may be nominated or requested by SCL as notified to the other Shareholders in
writing at any time and from time to time. Every request for the appointment or removal of
such nominee as a director of ANST or alternate director of such director by SCL shall be in
writing and signed by or on behalf of SCL and shall be delivered to the registered office for
the time being of ANST.
 
 7.
    
    SHAREHOLDERS MEETINGS
 7.1
    
    The number of Shareholders necessary to form a quorum for the transaction of business at a
meeting of the Shareholders shall be two (2) Shareholders present personally or by
representative, attorney or proxy, and shall include each of SCL and Wuxi CRM, whether present
by representative, attorney or proxy. All matters raised at a meeting of the Shareholders
shall, unless otherwise required by the Companies Act or the Articles or Clause 12, be decided
by ordinary resolution of the Shareholders present at the meeting.7.2
    
    If within half an hour from the time appointed for holding the meeting a quorum is not
present, the meeting shall be adjourned to seven (7) days thereafter at the same time and
place and no notice need be given to the Shareholders in relation to such adjourned meeting.
If at such adjourned meeting a quorum is not present within half an hour from the time
appointed for holding the meeting, the member or members present at such adjourned meeting
shall be the quorum.7.3
    
    Unless longer notice is required by law, at least fourteen (14) days (or such period of
notice as may be agreed by the Shareholders) prior written notice of meetings of the
Shareholders shall be given to each Shareholder at such address as it shall from time to time
notify MAT for this purpose. Each notice of general meeting shall specify the date, time and
place of the meeting and the agenda of the business to be discussed at such meeting and shall
include such other documents as are necessary to prepare the Shareholders for any such
meeting.7.4
    
    Subject always to Clause 12, a resolution in writing executed by all the Shareholders for the
time being entitled to receive notice of a meeting of the Shareholders shall be as valid and
effectual as if it had been passed at a meeting of the Shareholders duly convened and held.
Any such resolution may consist of several documents in like form each executed by one (1) or
more Shareholders. The expression in writing and executed include approval
by electronic mail or facsimile transmission.
 
 8.
    
    REGISTERED OFFICE ETC.
 Unless and until the Board shall otherwise determine, the following particulars shall
remain unchanged:
 (a)
    
    the registered office of MAT and ANST shall be at Pasea Estate, Road Town,
Tortola, British Virgin Islands and Building 2-1 C, Information Industry and
Technology Zone, No. 21 Changjiang Road, Wuxi New District, the PRC (CHINESE
CHARACTERS) respectively;
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(b)
    
    the financial year of MAT and ANST shall end on 31 December in each year; and(c)
    
    the audited consolidated balance sheet and profit and loss statement of MAT
and the audited balance sheet and profit and loss statement of ANST shall be prepared
on a consistent basis and in accordance with Hong Kong Accounting Standards.
 
 9.
    
    FINANCE FOR MAT
 9.1
    
    The Parties shall procure that the Board shall determine from time to time the manner of
providing finance for the Businesses having regard to the intention of the Shareholders that
wherever possible the priority for the provision of financing for the Businesses shall be in
the following order: (a) loans and other credit facilities from MATs bankers and others
(External Financing) on such terms as the Board may agree and wherever possible, to
procure such financing without any additional security or guarantee or indemnity or other
security by the Shareholders; and (b) further allotment and issue of unissued Share capital in
MAT provided that any such new Shares shall rank pari passuin all respects with the existing
issued Shares as at the date hereof.9.2
    
    It is hereby agreed that none of the Shareholders shall be required to provide undertakings,
guarantees or any form of security or comfort in respect of any banking or credit facility
granted to any JV Group Company or in relation to it or its Businesses. In the event that
undertakings, guarantees or any other securities are provided by the Shareholders or any of
their respective Related Corporations to any third party or Parties in connection with any
credit or banking facilities to any JV Group Company, the Shareholders shall, unless otherwise
unanimously agreed, provide the same in proportion to their Shareholding Proportion (or in
such other proportion as may be agreed by all the Shareholders) and on a several basis.
 
 10.
    
    DIVIDEND POLICY
 10.1
    
    Subject to any applicable laws and regulations and the Articles, the Shareholders hereby
agree that the Available Profits in respect of each financial year of MAT shall be applied by
MAT in payment of dividends in accordance with the Articles within 90 days from the end of the
relevant financial year and shall be paid within 120 days from the end of that financial year.
For the purpose of this Clause 10, Available Profits in respect of any financial
year means all distributable profits after having sufficient tax franking credit and the
appropriation of prudent and proper reserves, taking into account the cash flow requirements
and expenditure requirements. In order to facilitate the payment of dividends by MAT, the
Shareholders agree that they shall exercise their voting rights as shareholders of MAT to
procure that ANST may declare a dividend in each financial year of an amount which is
reasonable after taking into account the tax franking credits of ANST and the appropriation of
prudent and proper reserves, taking into account the cash flow and expenditure requirements,
but in any event, not more than ten per cent. (10%) of the distributable profits of ANST,
unless otherwise agreed in writing by Wuxi CRM and SCL.
 
 11.
    
    ADMINISTRATION
 11.1
    
    The Board will be responsible for the management and supervision of the Businesses.11.2
    
    In accordance with the Articles, the Board may delegate such functions of the Board to such
committees as it deems appropriate provided that SCL shall be entitled to pro
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rata representation (rounded up to the nearest whole figure) on any such committee in accordance
with its Shareholding Proportion and to remove any such member.
 11.3
    
    Wuxi CRM will exercise its rights as a Shareholder in relation to MAT so as to ensure that:
 (a)
    
    the Businesses and affairs of the JV Group shall be properly and efficiently
managed and operated in accordance with sound commercial principles and in accordance
with all applicable laws and all rules and regulations of all governmental and
self-regulatory entities;(b)
    
    the accounting policies, practice or procedures adopted by the JV Group
shall comply with the requirements of all relevant laws and with all applicable
statements of standard accounting practices and generally accepted accounting
principles of the place of its incorporation;(c)
    
    MAT shall keep each Director fully informed as to all material developments
regarding the JV Groups financial and business affairs and will notify the Directors
forthwith in writing upon becoming aware of any material adverse event affecting or
likely to affect any JV Group Company;(d)
    
    MAT shall obtain and maintain insurance coverage in the form of Directors
and Officers Indemnity Insurance for its Directors as soon as practicably possible
and in any event within six (6) months from the date hereof and maintain such
insurance at all times in an amount specified by the Board and satisfactory to SCL and
Wuxi CRM;(e)
    
    all Intellectual Property Rights owned by JV Group or arising out of or in
connection with the Businesses shall vest in the JV Group Companies and shall be
adequately protected;(f)
    
    the proceeds from the SCL Consideration Amount and the Wuxi Consideration
Amount received pursuant to the Subscription Agreement shall unless otherwise agreed
to by the Shareholders in writing be expended solely to increase the registered
capital of ANST from RMB100,000,000 to the RMB equivalent of US$40,000,000;(g)
    
    all lease agreements entered into by JV Group in relation to the properties
occupied by any JV Group Company or otherwise used in connection with its businesses
are properly registered with the relevant government authority in accordance with the
applicable laws at the place where the properties are located;(h)
    
    all software used on or stored or resident in the said computers or computer
systems owned by each JV Group Company or used by or on behalf of each JV Group
Company (including software, peripherals, communications links and storage media) are
lawfully held and used and does not infringe the copyright or other Intellectual
Property Rights of any person and all copies held; and(i)
    
    each JV Group Company shall at all times comply with all environmental
legislation and other regulatory requirements in force relevant or applicable to each
JV Group Company, including but not limited the Pollution Discharge License (CHINESE
CHARACTERS) and Drainage License (CHINESE CHARACTERS) granted to ANST.
 11.4
    
    ANST shall:
 (a)
    
    within three (3) months from the date of this Joint Venture Agreement,
arrange and obtain product liability insurance coverage which it reasonably considers
to be adequate based on industry standards, and ensure that the
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contractual liability of ANST for the Transfer Customers referred to ANST pursuant to the Assets Sale and
Purchase Agreement and/or the Manufacturers Representative Agreement is limited to only value added services performed by ANST; and(b)
    
    obtain and maintain insurance coverage in the form of Directors and
Officers Indemnity Insurance for its directors as soon as practicably possible and in
any event within six (6) months from the date hereof and maintain such insurance at
all times in an amount specified by the board of directors of ANST and satisfactory to
SCL and Wuxi CRM.
 11.5
    
    Each of CRL and the JV Group Companies hereby jointly and severally agrees, acknowledges and
undertakes to SCL that (a) each JV Group Company and Wuxi CRM shall not (i) use any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) make any direct or indirect unlawful payment to any foreign or
domestic government official or employee from corporate funds; or (iii) make any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment, and (b) within three
(3) days after the expiry of every financial year of MAT and ANST, MAT and ANST will each
issue and deliver to SCL a certificate substantially in the form attached herewith as Schedule
4.
 
 12.
    
    RESERVED MATTERS
 12.1
    
    Where questions arise or resolutions are proposed at any general meeting of MAT or any
meeting of the Board or committee of the Board (as the case may be) in respect of the
following matters, the affirmative vote of SCL or its representatives, attorney or proxy at
such general meeting or the affirmative vote of an SCL Director at meetings of the Board or
committee of the Board (as the case may be) shall be required to decide on such questions or
pass any such resolutions (as the case may be):
 (a)
    
    any investment by the JV Group or establishment of any branch, representative
office or subsidiary of any JV Group Company or acquisition of any shares in any body
corporate or participation in any partnership or joint venture or co-operation
arrangement that is not in the ordinary course of business of the JV Group;(b)
    
    any initial public offering or public issue of shares of any JV Group Company
with a view to obtaining the listing of the JV Group Company on any stock exchange
including the filing of any forms or statements for a public offering of the JV Group
Companys interests;(c)
    
    any change in the authorised signatories of all and any banking or credit
facilities or accounts in respect of payments exceeding US$3,000,000;(d)
    
    any change in the number of Directors;(e)
    
    any appointments or change in the number or composition of the directors or
chairman of ANST;(f)
    
    sale, transfer or disposal of the whole or a substantial part of any JV Group
Companys undertaking, assets or property or purchase, sale, transfer, disposal, lease
or licence of any real property or any interest therein;(g)
    
    save as is otherwise provided herein, contracts other than in the ordinary
course of business;(h)
    
    amalgamation or reconstruction of any JV Group Company, or merger,
consolidation or amalgamation with any company, association, partnership or legal
entity;
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(i)
    
    any change in the nature and/or scope of the Businesses for the time being;(j)
    
    any amendment to the Memorandum and/or Articles or other constitutive
documents of any JV Group Company;(k)
    
    the declaration, recommendation, making and payment of any distribution
(whether in cash or in kind) other than in accordance with Clause 10;(l)
    
    establishment of and any change in the policy of distribution of dividends
from profits of the JV Group with respect to payments to Shareholders;(m)
    
    (i) increase, reduction or other alteration to the authorised or issued share
capital of any JV Group Company; or (ii) issue or grant of any option over the
unissued share capital of any JV Group Company; or (iii) the issue of any new class of
shares in the capital of any JV Group Company;(n)
    
    the redemption, purchase or cancellation of any shares or other dilution of
the interest of the Shareholders other than in accordance with this Joint Venture
Agreement, or variation of any rights attaching to any shares in the capital of any JV
Group Company or making of any call upon moneys unpaid in respect of any issued
shares; and(o)
    
    subject to the provisions of this Joint Venture Agreement, the winding up,
dissolution or liquidation of any JV Group Company unless it shall have become
insolvent.
 12.2
    
    For the avoidance of doubt, the provisions of Clause 12.1 shall apply mutatis mutandisto
ANST.
 12.3
    (a)
    
    On or after 1 January 2011, in the event that a resolution of the Directors for the
transaction of any business of the Directors in relation to any of the matters set out in
items (a) to (o) of Clause 12.1 (including any resolution of the board of directors of ANST)
that is proposed in good faith, is bona fide and objectively in the best interests of the JV
Group cannot be passed after two (2) successive attempts, SCL shall be deemed to have granted
to Wuxi CRM, each time such resolution cannot be passed after two (2) successive attempts, a
call option (Reserved Matters Call Option) to purchase from SCL all (and not some
only) of the Shares in MAT held by SCL and any Permitted Transferee of SCL (Reserved
Matters Call Option Shares).(b)
    
    Each Reserved Matters Call Option shall be exercisable by Wuxi CRM by serving
a notice in substantially the form set out in Schedule 5 on SCL within a period of 60
days from the date of the second attempt to pass the relevant resolution referred to
in Clause 12.3(a), failing which that particular Reserved Matters Call Option shall
lapse.(c)
    
    Upon receiving a Reserved Matters Call Option from Wuxi CRM, SCL shall sell
to Wuxi CRM and Wuxi CRM shall purchase or procure the purchase from SCL of the
Reserved Matters Call Option Shares.(d)
    
    The Reserved Matters Call Option Shares shall be sold free from all
Encumbrances and with all rights and benefits attaching thereto provided that all
relevant approvals, consents and permits have been obtained from the governmental,
regulatory, supervisory or administrative bodies or agencies (including without
limitation, any stock exchange and securities council, whether in British Virgin
Islands, Hong Kong, Singapore or elsewhere). SCL shall procure that all such
approvals, consents and permits required to be obtained by it from the governmental,
regulatory, supervisory or administrative bodies or agencies (including without
limitation, any stock
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exchange and securities council, in Singapore and the United
States of America) shall have been obtained and subject thereto, Wuxi CRM shall
procure that all other necessary approvals, consents and permits shall have been obtained.(e)
    
    The purchase price for the Reserved Matters Call Option Shares shall be the
higher of (i) Net Asset Value thereof and (ii) the aggregate of the amount of
US$10,000.000 and all other amounts contributed and injected by SCL into MAT at any
time up to the exercise of the Reserved Matters Call Option.(f)
    
    Completion of the sale and purchase of the Reserved Matters Call Option
Shares (Reserved Matters Call Option Completion) shall take place at the
corporate office of MAT in Hong Kong or such other location as agreed in writing among
the Parties on the date falling 14 days after the exercise of the Reserved Matters
Call Option or such other date as Wuxi CRM and SCL may agree in writing.(g)
    
    On the Reserved Matters Call Option Completion, against compliance by SCL of
its obligations set out in Clause 12.3(h), Wuxi CRM shall pay the purchase price for
the relevant number of Reserved Matters Call Option Shares to be purchased by it in US
Dollars by way of a cashiers order or bankers draft drawn on a bank licensed in Hong
Kong or Singapore or telegraphic transmission to an account designated by SCL or in
such other manner as agreed to by Wuxi CRM and SCL in writing.(h)
    
    On the Reserved Matters Call Option Completion and against compliance with
Clause 12.3(g) above, SCL shall deliver to Wuxi CRM:
 (i)
    
    a duly executed transfer form in favour of Wuxi CRM or as
it may direct;(ii)
    
    the share certificates in respect of the Reserved Matters
Call Option Shares; and(iii)
    
    any other document which may be required to enable Wuxi
CRM to obtain the effective transfer of the Reserved Matters Call Option
Shares to it and to be registered as the holder thereof; and
 SCL shall procure the resignations of the SCL Director and the director and
alternate director of ANST nominated by SCL, which said resignations shall take
effect on the date of the Reserved Matters Call Option Completion.(i)
    
    In the event that SCL fails to complete the sale and purchase of the Reserved
Matters Call Option Shares on the Reserved Matters Call Option Completion, any
Director shall be deemed to have been appointed attorney of SCL with full power to
execute, complete and deliver, in the name and on behalf of SCL, transfers of the
Reserved Matters Call Option Shares to Wuxi CRM and/or its nominees against payment of
the purchase price for the Reserved Matters Call Option Shares to SCL.(j)
    
    The stamp duty payable on the transfer of the Reserved Matters Call Option
Shares, if any, shall be borne wholly by MAT.
 
 13.
    
    INFORMATION RIGHTS
 13.1
    
    For so long as this Joint Venture Agreement is in effect, the Shareholders will exercise
their rights as Shareholders so as to ensure that MAT will deliver to each of the
Shareholders:
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(a)
    
    on or before 1 December in each year a detailed draft operating budget for
the JV Group (including estimated major items of revenue and capital expenditure) for
the following financial year, broken down on a monthly basis, and an accompanying
cash-flow forecast together with a balance sheet showing the projected position of
the JV Group Companies as at the end of the following calendar year;(b)
    
    within three (3) weeks after the end of each calendar month, unaudited
management accounts, such accounts to include a detailed profit and loss account,
balance sheet and cash-flow statement, an analysis of sales and other revenue, with
revenue and capital budgets for the corresponding month, and (if so required by the
Board) a statement of the source and application of funds for such month;(c)
    
    as soon as available, but in any event not later than sixty (60) days after
the end of each of the first three (3) fiscal quarters (or when furnished to the
Board, if earlier) the unaudited consolidated balance sheet of the JV Group Companies
as at the end of each such period and the related unaudited consolidated statements of
operations and cash flows of the JV Group Companies for such quarterly period and for
the elapsed period in such fiscal year, all in reasonable detail and stating in
comparative form the figures as at the end of and for the comparable periods of the
preceding fiscal year. All such financial statements shall be complete and correct in
all material respects and prepared in accordance with Hong Kong Accounting Standards
applied consistently throughout the periods reflected therein except as stated
therein;(d)
    
    as soon as available, but in any event within ninety (90) days after the end
of each fiscal year of MAT (or when furnished to the Board, if earlier) a copy of the
consolidated balance sheet of the JV Group Companies as at the end of each fiscal year
and the related consolidated statements of operations, shareholders equity and cash
flows of the JV Group Companies for each financial year, all in reasonable detail and
stating in comparative form the figures as at the end of and for the previous fiscal
year accompanied by an opinion of an Approved Accounting Firm or such other accounting
firm of recognised international standing selected by MAT, which opinion shall state
that such audit was conducted in accordance with generally accepted auditing standards
and which opinion shall not be subject to any qualifications resulting from a limit on
the scope of the examination of the financial statement or the underlying data or a
departure from generally accepted accounting principles. All such financial statements
shall be complete and correct in all material respects and prepared in reasonable
detail and in accordance with Hong Kong Accounting Standards applied consistently
throughout the period reflected therein except as stated therein; and(e)
    
    from time to time such additional information regarding results of the
business, affairs, operations, assets, financial condition or prospects of the JV
Group Companies, including annual budgets, cash flow analyses, projections and minutes
of any meetings of the Board, as any Shareholder may reasonably request in writing and
all reasonable costs properly incurred by MAT in providing such additional information
shall be borne by such Shareholder.
 13.2
    
    Upon reasonable notice, will permit any Shareholder to inspect and examine, during normal
business hours, any of the assets or properties, books or accounts, records and reports of the
JV Group Companies and to discuss the affairs, finances and accounts of the JV Group Companies
with the directors, executive officers, agents, accountants and attorneys of the JV Group
Companies up to two (2) times in every calendar year. All reasonable costs properly incurred
by the JV Group Companies in
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the exercise by any Shareholder of its rights hereunder shall be borne by such Shareholder.
 
 14.
    
    NON-SOLICITATION AND NON-COMPETITION
 14.1
    
    Subject to the provisions of Clause 14.2 below, each of the Shareholders jointly and
severally covenants with and undertakes to the other Shareholders that it shall not and shall
procure that its subsidiaries shall not, without the prior written consent of the other
Shareholders, during the Prescribed Period (as hereinafter defined):
 (a)
    
    directly or indirectly carry on (whether alone or in partnership or joint
venture with anyone else) or otherwise be concerned with or interested in (whether as
trustee, principal, agent, shareholder, unit holder or in any other capacity) any
business similar to or competitive with the Businesses in any countries where the JV
Group currently carries on the Businesses and/or sells its products;(b)
    
    solicit or persuade, or attempt to solicit or persuade, any person or
corporation which is a customer or client of the JV Group, or who was in the
twenty-four (24) month period before the commencement of the Prescribed Period (in
relation to such Shareholder) a customer or client of or in respect of the Businesses,
to cease doing business with the JV Group or reduce the amount of Businesses which
the customer or client would normally do;(c)
    
    accept from a customer or client referred to in Clause 14.1(b) above any
business of the kind ordinarily forming part of the Businesses;(d)
    
    at any time use or disclose to any third party any trade secrets, product
information or confidential information of the Businesses which is not generally known
or available in the market place or which but for a breach of this Clause 14 would not
be generally known or available in the market place; and(e)
    
    at any time induce or attempt to induce any person who is on the Completion
Date or who later becomes an employee of a JV Group Company in the
Businesses to terminate his or her employment with the JV Group Company.
 For the purposes of this Clause 14.1, the Prescribed Period shall be the period
during which a Shareholder shall hold any Shares and shall, in respect to each Shareholder,
terminate on the date such Shareholder ceases to hold any Shares.14.2
    
    The restrictions set out in Clause 14.1(a) above shall not apply to:
 (a)
    
    the wafer testing activities of Semicon Microelectronics (Shenzhen) Co. Ltd,
a subsidiary of CRL;(b)
    
    the wafer testing and final testing activities of Wuxi China Resources
Semico., Ltd., a subsidiary of CRL;(c)
    
    the two (2) product lines established by Wuxi China Resources Huajing
Microelectronics Co, Ltd, a subsidiary of Wuxi CRM; the first product line in respect
of encapsulation and testing of discrete devices and the other product line for the
encapsulation of integrated circuits; and(d)
    
    any business of SCC using the Assets, pending the full transfer of the Assets
pursuant to the terms of the Assets Sale and Purchase Agreement.
 14.3
    
    CRL covenants with and undertakes to SCL that it shall not, and shall procure that each of
its Subsidiaries shall not, during the QFN Prescribed Period, without the prior written
consent of SCL:
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(a)
    
    directly or indirectly carry on (whether alone or in partnership or joint
venture with anyone else) or be concerned with or interested in, as principal,
shareholder or unit holder, any business which is similar to or competitive with the
QFN Business of SCL and/or SCC with a QFN Customer. For the avoidance of doubt,
nothing in this Clause shall prevent CRL or any of its Subsidiaries from carrying on
at any time any business which is similar to or competitive with the QFN Business of
SCL and/or SCC with any person or corporation which is not a QFN Customer;(b)
    
    solicit or persuade, or attempt to solicit or persuade, any person or
corporation which is a QFN Customer to cease doing the QFN Business with SCL and/or
SCC or reduce the amount of QFN Business which such QFN Customer would normally do;(c)
    
    accept from a QFN Customer any business of the kind ordinarily forming part
of the QFN Business of SCL and/or SCC; and(d)
    
    at any time use or disclose to any third party any trade secrets, product
information or confidential information relating to the QFN Business of SCL and/or SCC
which is not generally known or available in the market place or which but for a
breach of this Clause 14.3 would not be generally known or available in the market
place.
 For the purposes of this Clause 14.3, the QFN Prescribed Period shall be the
period commencing on the date of this Joint Venture Agreement and ending on 30 June 2010.14.4
    
    Each of CRL, Wuxi CRM, MAT and ANST jointly and severally covenants with and undertakes to
SCL that it shall not, and shall procure that each of CRLs subsidiaries shall not, during the
Prescribed Period, without the prior written consent of SCL, at any time induce or attempt to
induce any person who is at the time of this Joint Venture Agreement or who later becomes an
employee of SCL or any of its Related Corporations in their businesses to terminate his or her
employment with SCL or Related Corporations (as the case may be).14.5
    
    Each and every obligation under this Clause 14 shall be treated as a separate obligation and
shall be severally enforceable as such and in the event of any obligation or obligations being
or becoming unenforceable in whole or in part such part or parts as are unenforceable shall be
deleted from this Clause and any such deletion shall not affect the enforceability of all such
parts of this Clause as remain not so deleted.14.6
    
    While the restrictions contained in this Clause 14 are considered by the Parties to be
reasonable in all the circumstances it is recognised that restrictions of the nature in
question may fail for technical reasons unforeseen and accordingly it is hereby agreed and
declared that if any of such restrictions shall be adjudged to be void as going beyond what is
reasonable in all the circumstances for the protection of the interests of JV Group but would
be valid if part of the wording thereof were deleted or the periods thereof reduced or the
range of activities or area dealt with thereby reduced in scope the said restriction shall
apply with such modifications as may be necessary to make it valid and effective.14.7
    
    This Clause 14 shall survive the termination of this Joint Venture Agreement in relation to
any of the Parties.
 
 15.
    
    PREEMPTIVE RIGHTS : ISSUE OF NEW SHARES
 15.1
    
    Any proposed issuance of new or additional Securities in the capital of MAT shall before
issue be offered or offered for subscription in the first instance to each of the Shareholders
in their respective Shareholding Proportions and in accordance with the
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Articles (each offer to a Shareholder being a Subscription Offer and all such offers being the
Subscription Offers).
 15.2
    
    Subject to Clause 15.3, a Subscription Offer may be accepted by the relevant Shareholder as
to all but not some only of the Securities comprised in such Subscription Offer within
fourteen (14) days from the date of the Subscription Offer and failing such acceptance shall
be deemed to be declined.15.3
    
    Where a Subscription Offer is declined or deemed to have been declined, the other
Shareholder(s) who have so accepted their respective Subscription Offers shall for a further
period of fourteen (14) days following the fourteen (14) day period mentioned in Clause 15.2
have the option but not the obligation to subscribe for all the Securities declined or deemed
to be declined by the other Shareholder(s) (the Declined Subscription Shares) in
their respective Shareholding Proportion inter seor in such proportion as they may agree
amongst themselves. For the avoidance of doubt, if all of the Declined Subscription Shares
comprised in a Subscription Offer are not so accepted within fourteen (14) days following the
fourteen (14) day period mentioned in Clause 15.2, that Subscription Offer(s) in respect of
the Declined Subscription Shares shall be deemed to have been declined and Clause 15.4 shall
apply.15.4
    
    Any Declined Subscription Shares not accepted for purchase under Clause 15.3 may be offered
for subscription to non-Shareholders on terms and conditions not more favourable than those
comprised in the Subscription Offer for a period not exceeding thirty (30) days from the date
when the Subscription Offer is declined or deemed to be declined, as the case may be.15.5
    
    The right of each Shareholder to subscribe for new Securities pursuant to this Clause 15 may
be assigned by such Shareholder to any Permitted Transferee thereof, provided that such
Permitted Transferee shall execute the Deed of Ratification and Accession pursuant to which
such Permitted Transferee agrees that the Securities it acquires are subject to the provisions
of this Joint Venture Agreement to the same extent as such provisions apply or applied to the
Shareholder assigning such rights and that such Permitted Transferee is bound hereby as if an
original party hereto. By purchasing the new Securities, such Permitted Transferee shall
become and shall be considered to come within the definition of Shareholder as used
in this Joint Venture Agreement.
 
 16.
    
    TRANSFER OF SHARES
 16.1
    
    Notwithstanding anything to the contrary in this Joint Venture Agreement but subject to
Clause 16.8, no Share in MAT shall be transferred to any person prior to 1 January 2011 save
and except for the following:
 (i)
    
    with the prior written consent of all Shareholders;(ii)
    
    upon the exercise by a Non-Defaulting Party of the Default Put Option or
Default Call Option, as the case may be, on a Defaulting Party pursuant to the
provisions of Clause 21; or(iii)
    
    to a Permitted Transferee pursuant to Clause 16.7.
 16.2
    
    Subject to Clause 16.1 and except as hereinafter provided, if a Shareholder (hereinafter
referred to as the Transferring Shareholder) wishes to Transfer any of his or its
Shares that Transferring Shareholder shall first offer in writing those Shares to be
transferred by the Transferring Shareholder to the other Shareholders in proportion (as nearly
as may be) to the number of Shares held by them inter serespectively at a price determined by
the Transferring Shareholder (the Offer) and on such terms and conditions as set out
in the Offer.
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16.3
    
    Subject to Clause 16.4, the Offer may be accepted by the other Shareholders as to all but not
some only of the Shares comprised in the Offer within fourteen (14) days from the date of the
Offer and failing such acceptance shall be deemed to be declined.16.4
    
    Where some but not all of the Shares comprised in the Offer have been accepted, the other
Shareholders who have so accepted the Offer shall for a further period of fourteen (14) days
following the fourteen (14) day period mentioned in Clause 16.3 have the option but not the
obligation:
 (a)
    
    to accept all the Shares declined by the other Shareholders (the
Remaining Offer Shares) in proportion (as nearly as may be) to the number of
Shares held by them inter serespectively as at the date of the Offer or in such
proportion as they may agree amongst themselves; and/or(b)
    
    subject to the agreement of all Shareholders and to Clause 16.8, to nominate
a third party or parties to purchase some or all of such Remaining Offer Shares,
 so that all and not some only of the Shares comprised in the Offer shall be fully taken up.
For the avoidance of doubt, if all of the Shares comprised in the Offer are not so accepted
within fourteen (14) days following the fourteen (14) day period mentioned in Clause 16.3,
the Offer shall be deemed to have been declined in whole by the other Shareholders and
Clause 16.5 shall apply.16.5
    
    Upon the Offer being declined, or being deemed to have been declined, all and not some only
of the Shares may be offered by the Transferring Shareholder for sale to non-Shareholders
during a period of not more than 90 days after the expiry of the fourteen (14) days following
the fourteen (14) day period mentioned in Clause 16.3 on terms and conditions not more
favourable than those comprised in the Offer.16.6
    
    Completion of the sale and purchase of any Shares under this Clause 16 shall take place on
the date falling no later than thirty (30) days from the date of acceptance in full of the
Offer. On completion:
 (a)
    
    the Transferring Shareholder shall deliver to the purchaser(s):
 (i)
    
    a duly executed transfer form in favour of the purchaser(s)
or as it or they may direct; and(ii)
    
    the share certificates in respect of the Shares to be sold;
and
 (b)
    
    the purchaser(s) shall deliver to the Transferring Shareholder a cashiers
order or bankers draft drawn on a bank licensed in Hong Kong or Singapore or
telegraphic transmission to an account designated by the Transferring Shareholder or
such other mode of payment agreed between the Transferring Shareholder and the
purchaser(s) for the full amount of the consideration payable for the Shares to be
purchased.
 16.7
    
    Any Shareholder (being a corporation) shall be entitled at any time to Transfer any Shares
registered in its name to a Permitted Transferee of that Shareholder but so that (a) that
Shareholder shall not be relieved of any of its obligations hereunder upon the registration of
the transfer and shall remain responsible for ensuring the due performance of all its
obligations hereunder, jointly and severally with the registered holder for the time being of
such Shares and (b) in the event that the other company ceases to be a Permitted Transferee of
that Shareholder, it shall and that party shall procure that it shall before such cessation
re-Transfer such Shares to that Shareholder or another Permitted Transferee.16.8
    
    It shall be a condition precedent to the right of any Shareholder to transfer Shares that:
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(a)
    
    the transferee, if not already bound by the provisions of this Joint Venture
Agreement, executes the Deed of Ratification and Accession under which it
agrees to be bound by and be entitled to the benefit of this Joint Venture
Agreement as if it were an original party hereto in place of the transferor; and(b)
    
    the Transferring Shareholder shall remain liable and be responsible for the
due discharge, performance and observance of all its liabilities and obligations
whether actual or contingent arising out of or on or in respect of or in connection
with this Joint Venture Agreement and in respect of the Shares at any time up to the
date of the Transfer, and subject to Clause 16.7 shall remain entitled to all rights
and benefits arising out of or in connection with the Shares being Transferred at any
time up to and including the date of Transfer.
 
 17.
    
    TRANSFER OF SHARES : CHANGE IN CONTROL
 CRL agrees with and undertakes to SCL that it shall at all times indirectly own and control
not less than fifty per cent. (50%) of the issued share capital of Wuxi CRM and shall
Control, and procure that its subsidiaries who are part of the shareholding structure of
Wuxi CRM (the CRM Shareholders) Control, Wuxi CRM and further that CRL shall not,
and shall procure that each CRM Shareholder shall not, mortgage, charge, pledge or
otherwise encumber any of their shares or interests in any company or enter into any
agreement or arrangement such as to effectively cede Control over Wuxi CRM, MAT and/or ANST
to any third party (other than pursuant to the provisions of this Joint Venture Agreement).
If CRL or any CRM Shareholder proposes to Transfer, in a single transaction or a series of
related transactions, any of the shares or interest therein held by it (including the
beneficial interest thereof) with the consequence that at least fifty per cent. (50%) of
the share capital of Wuxi CRM is owned or beneficially owned by a person or persons who
were not shareholders or ultimate shareholders of Wuxi CRM as at the date of this Joint
Venture Agreement or CRL ceases to have Control over Wuxi CRM, then, unless otherwise
waived by the other Shareholders, this shall amount to a default entitling SCL to, inter
alia, exercise its Default Put Option and the provisions of Clauses 21.4 to 21.16 shall
apply mutatis mutandis.
 
 18.
    
    TAG-ALONG RIGHTS
 18.1
    
    Subject always to Clause 16, if Wuxi CRM or any Shareholder other than SCL desires to
Transfer, in a single transaction or a series of related transaction, any of the Shares held
by it in a bona fide sale, then Wuxi CRM or such Shareholder (the Transferring
Shareholder) shall promptly give written notice (the Notice of Transfer)
simultaneously to MAT and to SCL. The Notice of Transfer shall describe in reasonable detail
the terms and conditions of the proposed Transfer including, without limitation, the number of
Shares to be transferred, the nature of such Transfer, the consideration to be paid, and the
name and address of each prospective purchaser or transferee.18.2
    
    SCL shall have the right, exercisable upon written notice (the Notice of
Participation) to MAT within thirty (30) days after the receipt of the Notice of
Transfer, to inform MAT in writing whether it elects to participate in the Transfer by the
Transferring Shareholder on the same terms and conditions as set forth in the Notice of
Transfer. The Notice of Participation shall indicate the number of Shares SCL elects to
Transfer pursuant to this Clause 18.2, up to that number of Shares equal to the product
obtained by multiplying (a) the aggregate number of Shares set forth in the Notice of Transfer
by (b) SCLs Shareholding Proportion at the time of the Transfer. SCL shall promptly deliver
to MAT for Transfer to the prospective purchaser one or more share transfer forms, properly
executed for Transfer, which represent the
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number of Shares which SCL elects to Transfer, together with the relevant share certificates. To the extent SCL exercises such right of
participation in accordance with the terms and conditions set forth above, the number of
Shares that the Transferring Shareholder may Transfer in the transaction shall be
correspondingly reduced.
 18.3
    
    To the extent SCL fails to elect to participate in the Transfer by the Transferring
Shareholder, SCL shall be deemed to have consented to the Transfer by the Transferring
Shareholder on the terms and conditions and to the proposed transferee set forth in the Notice
of Transfer. At the same time, MAT shall Transfer the number of Shares which SCL has elected
to Transfer to the proposed transferee on the terms set out in the Notice of Transfer. Any
proposed Transfer on terms and conditions materially more favourable than those described in
the Notice of Transfer or to a transferee not identified in such notice, as well as any
subsequent proposed Transfer of any of the Shares held by the Transferring Shareholder, shall
again be subject to the tag-along rights of SCL and shall require compliance by Transferring
Shareholder with the procedures described in this Clause 18. The exercise or non-exercise of
the rights of SCL hereunder to participate in one (1) or more sales by the Transferring
Shareholder shall not adversely affect SCLs rights to participate in subsequent sales of
Shares by any Transferring Shareholder pursuant to this Clause 18.18.4
    
    Upon consummation of the Transfer of the Shares pursuant to the terms and conditions
specified in the Notice of Transfer, the Transferring Shareholder or MAT, as the case maybe,
shall remit to SCL that portion of the proceeds to which SCL is entitled by reason of its
participation in such Transfer. To the extent that any prospective purchaser or purchasers
prohibits such assignment or otherwise refuses to purchase Shares from SCL exercising its
tag-along rights hereunder, the Transferring Shareholder shall not Transfer to such
prospective purchaser or purchasers any of its Shares unless and until, simultaneously with
such Transfer, the Transferring Shareholder shall purchase the Shares from SCL on the same
terms and conditions specified in the Notice of Transfer.18.5
    
    Notwithstanding the foregoing, tag-along rights shall not apply to any Transfer or Transfers
by Wuxi CRM to its Permitted Transferee or made pursuant to a bona fide loan transaction with
a financial institution that creates a mere security interest, and the provisions of Clauses
16.7 and 16.8 shall apply mutatis mutandis.18.6
    
    Any purported Transfer by the Transferring Shareholder in violation of this Joint Venture
Agreement shall be null and void and of no force and effect and the purported transferees
shall have no rights or privileges in or with respect to MAT or the Shares purported to have
been so transferred. MAT shall refuse to recognise any such Transfer and shall not reflect on
its records any change in ownership of such Shares purported to have been so transferred.
 
 19.
    
    PUT OPTION
 19.1
    
    In consideration of the sum of US$1.00 paid by SCL to Wuxi CRM (the receipt, sufficiency and
adequacy of which Wuxi CRM hereby acknowledges), Wuxi CRM hereby irrevocably grants to SCL an
option (the Put Option), at any time during the Put Option Period, to require Wuxi
CRM to purchase from SCL all (and not some only) of the Option Shares, on the terms and
subject to the conditions of this Clause 19.19.2
    
    The Put Option may be exercised by SCL in respect of all (and not some only) of the Option
Shares by serving notice in writing of such exercise on Wuxi CRM at any time during the Put
Option Period (the Put Option Notice) failing which the Put Option will lapse and
cease to have any further effect.19.3
    
    The Put Option Notice shall state:
 (a)
    
    the date of the Put Option Notice;
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(b)
    
    the number of Option Shares;(c)
    
    the purchase price; and(d)
    
    the Put Option Completion Date.
 19.4
    
    On the exercise of the Put Option, Wuxi CRM will become bound to purchase and SCL will become
bound to complete the sale of the Option Shares on the Transfer Terms. The purchase price per
Option Share shall be a sum equal to the Net Asset Value thereof Provided Always That if the
Net Asset Value is in the negative, the aggregate purchase price for all the Option Shares
shall be US$1.00.19.5
    
    Completion of the sale and purchase of the Option Shares (the Put Option
Completion) shall take place at the corporate office of MAT in Hong Kong (or at such
other place as SCL and Wuxi CRM may agree in writing) on the Put Option Completion Date.19.6
    
    On the Put Option Completion, Wuxi CRM shall pay the total consideration for the Option
Shares calculated in accordance with Clause 19.4 by cashiers order or bankers draft drawn on
a bank licensed in Hong Kong or Singapore or by telegraphic transmission to an account
designated by SCL against delivery of:
 (a)
    
    a duly executed transfer form in favour of Wuxi CRM or as it may direct; and(b)
    
    the share certificates in respect of the Option Shares.
 19.7
    
    The restrictions on Transfer of Shares contained in Clause 16 and in the Articles shall not
apply to the sale and Transfer of Shares under this Clause 19.
 
 20.
    
    TERMINATION
 20.1
    
    This Joint Venture Agreement shall continue in force without limit in point of time until
terminated in accordance with the provisions of this Clause 20 or by agreement of all
Shareholders in writing.20.2
    
    If any of the events set out in paragraphs (a) to (d) below shall occur in relation to one
(1) of the other Shareholders (the Defaulting Party), any of the Shareholders other
than the Defaulting Party shall be entitled to terminate this Joint Venture Agreement
forthwith by notice in writing to the other Shareholders upon the occurrence of any such event
and in the event of such termination this Joint Venture Agreement shall continue in full force
and effect between the remaining Shareholders (including either the Defaulting Party or the
party serving notice hereunder as provided in Clause 21.1 (in accordance with the provision of
this Clause 20)). The said events are:-
 (a)
    
    if the Defaulting Party shall commit any breach of any of its obligations
under this Joint Venture Agreement and shall fail to remedy such breach (if capable of
remedy) within sixty (60) days after being given notice by a Shareholder to do so; or(b)
    
    if the Defaulting Party shall go into liquidation whether compulsory or
voluntary (except for the purposes of a bona fide reconstruction or amalgamation with
the consent of the other Shareholder(s), such consent not to be unreasonably withheld)
or if a petition shall be presented or an order made for the appointment of an
administrator in relation to the Defaulting Party or if a receiver, administrative
receiver, judicial manager or manager shall be appointed over any part of the assets
or undertaking of the Defaulting Party and such appointment is not revoked within
thirty (30) days from the date of such appointment or if any event analogous to any of
the foregoing shall occur in any jurisdiction; or
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(c)
    
    if the Defaulting Party shall make a general assignment or any composition or
arrangement with or for the benefit of its creditors; or(d)
    
    if the Defaulting Party shall sell, transfer, lease or otherwise dispose of
the whole or substantially the whole of its assets, rights and undertaking other
than pursuant to an internal corporate restructuring exercise that would not
adversely affect the business of ANST.
 20.3
    
    Subject to Clause 16.7, this Joint Venture Agreement shall terminate in respect of any Party
if at any time as a result of a Transfer of Shares made in accordance with this Joint Venture
Agreement and the Articles, that Party ceases to hold, directly or through one (1) or more
intermediate companies, any Shares in the capital of MAT but without prejudice to any rights
which any other Party may have against that Party prior to such termination.20.4
    
    This Joint Venture Agreement shall terminate forthwith if MAT is put into liquidation,
whether voluntary or compulsory.20.5
    
    Upon any of the Shareholders ceasing to be a shareholder or a Party to this Joint Venture
Agreement for any reason, the provisions of this Joint Venture Agreement will cease to be
applicable to such Shareholder, save for Clauses 14, 16.7, 20.3 and 24 and save for such
rights, benefits and obligations as have accrued to it at the date of its ceasing to be a
Shareholder or a party to this Joint Venture Agreement and save further that the right of any
Shareholder to claim damages or any other remedies by reason of any breach of this Joint
Venture Agreement by any other Shareholder which has accrued prior to any Shareholder so
ceasing will not be affected.
 
 21.
    
    CONSEQUENCES OF TERMINATION
 21.1
    
    If a Shareholder shall serve a notice of termination under Clause 20.2, that Shareholder and
any other Shareholder other than the Defaulting Party (each a Non-Defaulting Party)
shall, without prejudice to any other rights and remedies which the Non-Defaulting Party(ies)
may have pursuant to law or otherwise, be entitled to:
 (a)
    
    only in relation to Wuxi CRM if it is the Non-Defaulting Party (and not in
relation to any other Shareholders) a call option (the Default Call Option),
being the right of Wuxi CRM if it is the Non-Defaulting Party to require SCL to sell
to it free from all Encumbrances and with all rights and benefits attaching thereto,
all (and not some only) of the Shares held by SCL and/or any Permitted Transferee of
SCL on the terms and subject to the conditions contained herein; and(b)
    
    only in relation to SCL if it is the Non-Defaulting Party (and not in
relation to any other Shareholders) a put option (the Default Put Option),
being the right of SCL to require the Defaulting Party to purchase from SCL free from
all Encumbrances and with all rights and benefits attaching thereto, all (and not some
only) of the Shares held by SCL and/or any Permitted Transferee of SCL on the terms
and subject to the conditions contained herein,
 21.2
    
    The Default Call Option may be exercised by a Non-Defaulting Party by serving a notice in
substantially the form set out in Schedule 1 (the Default Call Option Notice) on the
Defaulting Party within a period of sixty (60) days from the date of the notice specifying the
breach or default referred to in Clause 20.2, failing which it will lapse.21.3
    
    Upon receiving a Default Call Option Notice from Wuxi CRM if it is the Non-Defaulting Party,
SCL shall sell to Wuxi CRM, and Wuxi CRM shall purchase or procure the purchase of, all of the
Shares held by SCL.
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Such Shares held by SCL shall be sold free from all Encumbrances and with all rights and
benefits attaching thereto provided that all relevant approvals, consents and permits have
been obtained from the governmental, regulatory, supervisory or administrative bodies or
agencies (including without limitation, any stock exchange and securities council, whether
in British Virgin Islands, Hong Kong, Singapore or elsewhere). SCL shall procure that all
such approvals, consents and permits shall have been obtained and Wuxi CRM shall give reasonable assistance to SCL to procure any
approvals or consents SCL may require.21.4
    
    The Default Put Option may be exercised by SCL by serving a notice in substantially the form
set out in Schedule 2 (the Default Put Option Notice) on the Defaulting Party within
a period of sixty (60) days from the date of the notice specifying the breach or default
referred to in Clause 20.2, failing which it will lapse.21.5
    
    Upon receiving a Default Put Option Notice from SCL, the Defaulting Party shall purchase from
the SCL and SCL shall sell all of its Shares.The Shares held by SCL shall be sold free from all Encumbrances and with all rights and
benefits attaching thereto provided that all relevant approvals, consents and permits have
been obtained from the governmental, regulatory, supervisory or administrative bodies or
agencies (including without limitation, any stock exchange and securities council, whether
in British Virgin Islands, Hong Kong, Singapore or elsewhere). The Defaulting Party shall
procure that all such approvals, consents and permits shall have been obtained and SCL
shall give reasonable assistance to the Defaulting Party to procure any approvals or
consents the Defaulting Party may require.21.6
    
    The purchase price of each of the Default Call Option Shares shall be the lower of:
 (i)
    
    the Net Asset Value of the Default Call Option Shares; and(ii)
    
    the aggregate of the amount of US$10,000.000 and all other amounts
contributed and injected by SCL into MAT at any time up to the exercise of the Default
Call Option.
 21.7
    
    The purchase price of each of the Default Put Option Shares shall be the higher of:
 (i)
    
    the Net Asset Value of the Default Put Option Shares; and(ii)
    
    the aggregate of the amount of US$10,000.000 and all other amounts
contributed and injected by SCL into MAT at any time up to the exercise of the Default
Put Option.
 21.8
    
    In this Clause the expressions Non-Defaulting Party and Defaulting Party
include the Shareholders and the registered holders for the time being of the Shares
originally held by any of the Shareholders but subsequently transferred by them pursuant to
this Joint Venture Agreement to any Permitted Transferee.21.9
    
    Completion of the sale and purchase of the Default Call Option Shares or the Default Put
Option Shares (the Default Option Completion) shall take place at the corporate
office of MAT in Hong Kong or such other location as agreed among the Parties on the date
falling fourteen (14) days after the exercise of the Default Put Option or the Default Call
Option, as the case may be or such other date as the Defaulting Party and the Non-Defaulting
Party may agree. For the avoidance of doubt, the Default Call Option shall lapse upon the
exercise of the Default Put Option and vice versa.21.10
    
    On the Default Option Completion, the Default Transferor(s) shall deliver to the Default
Transferee(s):
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(a)
    
    a duly executed transfer form in favour of the relevant Default Transferee(s)
or as it/they may direct;(b)
    
    the share certificates in respect of the Default Call Option Shares or the
Default Put Option Shares, as the case may be; and(c)
    
    any other document which may be required to enable the Default Transferee to
obtain the effective transfer of the Default Call Option Shares or the Default Put
Option Shares, as the case may be, to it and to be registered as the holder thereof,
 and the Default Transferor(s) shall procure the resignations of the Directors which were
appointed pursuant to its nominations, which said resignations shall take effect on the
date of the Default Option Completion.21.11
    
    On the Default Option Completion and against compliance with Clause 21.10, the Default
Transferee(s) shall pay the purchase price for the relevant number of Default Call Option
Shares or the Default Put Option Shares, as the case may be, to be purchased by it in US
Dollars by way of a cashiers order, bankers draft or cheque drawn on a licensed bank in Hong
Kong or Singapore and made out in favour of the Default Transferor(s) or telegraphic
transmission to an account designated by the Default Transferor(s) in such other manner as
agreed to by the Default Transferor(s) and the Default Transferee in writing.21.12
    
    In the case of the Default Call Option, in the event that the Defaulting Party fails to
complete the sale and purchase of the Default Call Option Shares on the Default Option
Completion, any Director shall be deemed to have been appointed attorney of the Defaulting
Party with full power to execute, complete and deliver, in the name and on behalf of the
Defaulting Party, transfers of the Default Call Option Shares to the Non-Defaulting Party
and/or its nominees against payment of the purchase price for the Default Call Option Shares
to MAT.On payment of the purchase price to MAT, the Non-Defaulting Party shall be deemed to have
obtained a good quittance for such payment and MAT shall cancel the share certificate(s)
representing the Default Call Option Shares issued in favour of the Defaulting Party and
issue and deliver new share certificate(s) for the Default Call Option Shares to the
Non-Defaulting Party and/or its nominee(s). On execution and delivery of the transfer of
the Default Call Option Shares, the Non-Defaulting Party shall be entitled to require that
its name and/or its nominee(s) names be entered in MATs register of members as the holder
of the Default Call Option Shares and MAT shall so enter the name of the Non-Defaulting
Party and/or its nominee(s) as the holder of the Default Call Option Shares.The Non-Defaulting Party shall procure that MAT shall forthwith pay the purchase price into
a separate bank account in MATs name and shall hold such price in trust for the Defaulting
Party.21.13
    
    In the case of the Default Put Option, the Defaulting Party shall upon or immediately prior
to the Default Option Completion, procure the immediate release of all undertakings,
guarantees, indemnities, covenants, assurances, security, comfort or similar obligations (if
any) given by the Non-Defaulting Party and/or its Related Corporations for the benefit of any
JV Group Company or in relation to it or its Businesses as at the date of the Default Put
Option Notice and pending such release shall indemnify and keep the Non-Defaulting Party and
its Related Corporations fully and effectively indemnified from and against all claims arising
thereunder.21.14
    
    The stamp duty payable on the transfer of the Default Call Option Shares or the Default Put
Option Shares shall be borne wholly by the Defaulting Party. In the case of the Default Call
Option, the Defaulting Party shall on the Default Option Completion
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deliver to each of the Non-Defaulting Party(ies) the stamp duty payable on the transfer of the relevant Default Call
Option Shares in US Dollars by way of a cashiers order, bank draft or cheque drawn on a
licensed bank in Hong Kong or Singapore and made out in favour of the relevant Non-Defaulting
Party(ies) or telegraphic transmission to an account designated by the Non-Defaulting
Party(ies) or in such manner as agreed to by the Defaulting Party and the Non-Defaulting
Party(ies) in writing.21.15
    
    The restrictions on Transfer of Shares contained in Clauses 16 and the Articles shall not
apply to the sale and Transfer of the Default Call Option Shares pursuant to any exercise of a
Default Call Option or, as the case may be, Default Put Option Shares pursuant to any exercise
of a Default Put Option.21.16
    
    The Shareholders shall exercise all voting and other rights available to them to ensure the
implementation of this Clause 21 and the registration of any Transfer of any Shares pursuant
to this Clause 21.
 
 22.
    
    GUARANTEE AND INDEMNITY
 22.1
    
    In consideration of SCL agreeing, at the request of CRL to enter into this Joint Venture
Agreement, CRL hereby guarantees and undertakes to SCL the due and punctual performance by
Wuxi CRM of all the undertakings, covenants, agreements and obligations contained in this
Joint Venture Agreement on the part of Wuxi CRM and the due and punctual payment to SCL of all
sums which are payable to SCL under this Joint Venture Agreement.22.2
    
    This guarantee is a continuing guarantee and shall remain in full force and effect until all
the obligations of Wuxi CRM expressed or contemplated herein shall have been performed in full
or discharged and are in addition to and not in substitution for any other rights which SCL
may have under or by virtue of this Joint Venture Agreement. CRL shall not be exonerated or
discharged from liability under this guarantee by time being given to Wuxi CRM by SCL or by
any other indulgence or concession to any person granted by SCL, and any such time given to
Wuxi CRM by SCL or any other indulgence or concession granted by SCL to any person shall not
be construed as a waiver of any of the rights of SCL under this Joint Venture Agreement.22.3
    
    As a separate and independent obligation, each of CRL and Wuxi CRM hereby jointly and
severally undertakes to keep SCL fully and effectively indemnified against any and all losses,
costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever
(including but not limited to legal costs on an indemnity basis) that SCL may suffer or incur
in connection with or arising from any breach by CRL or Wuxi CRM of this Joint Venture
Agreement.22.4
    
    SCL hereby undertakes to keep each of CRL and Wuxi CRM fully and effectively indemnified
against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities
and expenses whatsoever (including but not limited to legal costs on an indemnity basis) that
CRL or Wuxi CRM may suffer or incur in connection with or arising from any breach of this
Joint Venture Agreement by SCL.
 
 23.
    
    PROVISIONS RELATING TO THIS JOINT VENTURE AGREEMENT
 23.1
    
    This Joint Venture Agreement shall be binding upon and inure for the benefit of the permitted
successors of the Parties.23.2
    
    Unless otherwise agreed in writing by the Shareholders, none of the Parties shall be entitled
to assign this Joint Venture Agreement or any of its rights and obligations hereunder except
that (i) a Shareholder may assign its rights to a Permitted Transferee of that Partys Shares
permitted by Clause 16.7 (but subject always to the
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provisions of Clause 16.8) which holds Shares in MAT; and (ii) CRL may assign and transfer its rights and obligations under this
Joint Venture Agreement in the manner set out in Clause 23.3 below.23.3
    
    The Parties acknowledge that CRL may, but shall not be obliged to undertake an internal
corporate restructuring exercise involving CRL and its Related Corporations but not involving
any change of ultimate shareholding control of CRL (a Restructuring Exercise). The
Parties hereby agree that notwithstanding Clause 23.2, CRL may (but shall not be obliged to) transfer or assign its rights and obligations
under this Joint Venture Agreement to its successor entity pursuant to the Restructuring
Exercise (CRL Successor Entity) and no consent shall be required from any Party
in respect of such assignment or transfer of CRLs rights and obligations Provided that (i)
such CRL Successor Entitys net asset value (total assets minus total liabilities
(excluding shareholders equity)) at the time of such assignment or transfer of CRLs
rights and obligations shall not be less than CRLs net asset value (total assets minus
total liabilities (excluding shareholders equity)) as of the date of this Joint Venture
Agreement, based on CRLs audited accounts for the financial year ended 31 December 2005;
and (ii) not less than one (1) month prior to any such assignment or transfer, CRL has
permitted SCLs independent external auditors to, at the sole cost and expense of CRL,
undertake a limited review of the financial statements of CRL Successor Entity for the sole
purpose of determining its net asset value. The opinion of SCLs independent external
auditors shall be final, conclusive and binding on CRL and SCL.23.4
    
    The illegality, invalidity or unenforceability of any provision of this Joint Venture
Agreement under the law of any jurisdiction shall not affect its legality, validity or
enforceability under the law of any other jurisdiction nor the legality, validity or
enforceability of any other provision.23.5
    
    Without prejudice to Clause 12, where this Joint Venture Agreement provides that any
particular transaction or matter requires the consent, approval or agreement of any Party:
 (a)
    
    such consent, approval or agreement may be given subject to such terms and
conditions as such Party may impose and any breach of such terms and conditions by any
person subject thereto shall ipso facto be deemed to be a breach of the terms of this
Joint Venture Agreement;(b)
    
    the consent, approval or agreement of the Directors appointed by such Party
to that transaction or matter (either in writing or given orally at a duly convened
meeting of the Board (provided the same is accurately minuted)) shall be deemed to be
the consent, approval or agreement of such Party for the purposes of this Joint
Venture Agreement; and(c)
    
    in the event that a consent is not to be unreasonably withheld, any terms and
conditions as a Party may impose on such consent shall not be unreasonable.
 23.6
    
    If the consent, approval or agreement of any Party is required under more than one (1)
provision of this Joint Venture Agreement for any one (1) transaction or matter then any
consent, approval or agreement given in relation to that transaction or matter by such party
shall be deemed to cover all consents, approvals or agreement required for that transaction or
matter unless otherwise specified by such Party.23.7
    
    In the event of any conflict between the provisions of this Joint Venture Agreement and the
Articles, the provisions of this Joint Venture Agreement shall prevail and the Shareholders
shall, where possible, forthwith cause such necessary alterations to be made to the Articles
as are required so as to remove such conflict.
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24.
    
    CONFIDENTIALITY
 24.1
    
    The Shareholders shall (and shall procure that its agents and where applicable its officers
and employees shall) at all times use all reasonable endeavours to keep confidential any
Confidential Information which it may acquire in relation to the JV Group Companies or in
relation to the clients, business or affairs of any other party or of the JV Group Companies
and shall not use or disclose such information to any other person except with the consent of
that other party or in accordance with the order of a court of competent jurisdiction or of
any governmental or regulatory authority (whether in Singapore or elsewhere), and in the case
of information relating to the JV Group, for the advancement of the Businesses or the business
of the relevant subsidiary.24.2
    
    Notwithstanding Clause 24.1, the confidentiality obligation shall not apply to:
 (a)
    
    any information obtained from any Party which becomes generally known to the
public, other than by reason of any wilful or negligent act or omission of any party
hereto or any of their agents, advisers, directors, officers, employees or
representatives;(b)
    
    any information which is required to be disclosed pursuant to any applicable
laws or to any competent governmental or statutory authority or pursuant to rules or
regulations of any relevant regulatory, administrative or supervisory body (including,
without limitation, any relevant stock exchange or securities council);(c)
    
    any information disclosed by any of the Parties to their respective bankers,
financial advisers, consultants and legal or other advisers for the purpose of this
Joint Venture Agreement; and(d)
    
    any information disclosed by the Parties to the directors, officers,
employees, agents, advisors or investors of the Party.
 24.3
    
    Without prejudice to the generality of the foregoing, ANST shall, and CRL shall procure that
ANST shall, save where the Transfer Customer agrees otherwise:
 (a)
    
    use Transfer Customer Confidential Information strictly for ANSTs businesses
and operations in outsource foundry assembly and testing; and(b)
    
    set up firewalls and implement other measures and processes to ensure that
no Transfer Customer Confidential Information will be leaked outside of ANST and such
measures shall include, without limitation, ensuring that the Transfer Customer
Confidential Information may only be disclosed to such of the directors, officers or
employees of ANST who are directly concerned with the business and operation of ANST
and whose knowledge of such information is required for such purpose and who (prior to
such disclosure) are bound by a confidentiality undertaking to the same extent as the
undertaking contained in this Clause 24.3.
 Each of CRL and ANST further acknowledges that SCL shall be entitled to equitable relief,
including injunction, in the event of any breach or threatened breach of the provisions of
the undertaking contained in this Clause 24.3.24.4
    
    Each of CRL and ANST shall jointly and severally hold harmless and indemnify SCL, its
directors, officers, employees and representatives for any costs, claims, demands, losses or
liabilities of whatsoever nature arising directly or indirectly out of a breach of Clause
24.3. The aggregate liability of CRL and ANST for any breach of Clause 24.3 of this Joint
Venture Agreement, Clause 14.3 of the Manufacturers Representative Agreement and Clause 13.3
of the Assets Sale and Purchase Agreement (the Confidentiality Obligations) and all
matters relating to or arising in connection with
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the subject matter of the Confidentiality Obligations, whether based on an action or claim
in contract, tort or otherwise, shall not exceed US$5,000,000.24.5
    
    While the restrictions contained in Clause 24.3 are considered by the Parties to be
reasonable in all circumstances, it is recognised that such restrictions may fail for
technical reasons unforeseen and accordingly, it is hereby agreed and declared that if any
such restrictions shall be adjudged to be void as going beyond what is reasonable in all the
circumstances for the protection of the interests of SCL and/or its subsidiaries but would be
valid if part of the wording thereof were deleted or the periods (if any) thereof were reduced
or the range of activities or areas dealt with thereby were reduced in scope, the said
restrictions shall apply with such modifications as may be necessary to make them valid and
effective.24.6
    
    CRL and ANST acknowledge that no right or license is granted by SCL in relation to any
Transfer Customer Confidential Information.24.7
    
    The obligations contained in this Clause shall endure, notwithstanding the termination of
this Joint Venture Agreement, without limit in point of time except and until any Confidential
Information enters the public domain as set out above.
 
 25.
    
    ANNOUNCEMENTS
 Save as may be required to be disclosed pursuant to any applicable laws or to any
requirement of any competent governmental or statutory authority or rules or regulations of
any relevant regulatory, administrative or supervisory body (including, without limitation,
any relevant stock exchange or securities council), none of the Parties hereto shall make
or authorise the making of any announcement concerning the subject matter of this Joint
Venture Agreement unless the other Parties hereto shall have given its consent to such
announcement (such consent not to be unreasonably withheld).
 
 26.
    
    SEVERAL OBLIGATIONS
 All covenants, undertakings and other obligations given or entered into by the Parties
hereto are given or entered into severally unless the context otherwise requires.
 
 27.
    
    WAIVER OF RIGHTS, ETC.
 27.1
    
    No failure on the part of any Party to this Joint Venture Agreement to exercise, and no delay
on its part in exercising, any right or remedy under this Joint Venture Agreement will operate
as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude
any other or further exercise thereof or the exercise of any other right or remedy. The rights
provided in this Joint Venture Agreement are cumulative and not exclusive of any rights or
remedies provided by law.27.2
    
    Any Party may release or compromise the liability hereunder of any other Party hereto or
grant to any such Party time or other indulgence without affecting the liability of any other
Party hereunder.
 
 28.
    
    NO PARTNERSHIP
 Nothing in this Joint Venture Agreement shall be deemed to constitute a partnership between
the Shareholders nor constitute any Party the agent of any other Party for any purpose.
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29.
    
    COSTS
 Each Party to this Joint Venture Agreement shall bear its own legal and other professional
costs and expenses in connection with the negotiation, preparation and implementation of
this Joint Venture Agreement.
 
 30.
    
    NOTICES
 Any notice required to be given by a Party hereto to the other Party shall be deemed
validly served by hand delivery or by telefax or by prepaid registered letter or by a
recognised courier service sent to its address or facsimile number given herein or such
other address or facsimile number as may from time to time be notified for this purpose.
The initial addresses and telefax numbers of the Parties are:
 SCL
    
    :
    
    STATS ChipPAC Ltd.Fax Number
    
    :
    
    + 65 6720 7829Address
    
    :
    
    10 Ang Mo Kio Street 65 Techpoint #05-17/20 Singapore 569059Attention
    
    :
    
    Mr. Choong, Chan Yong, Vice President, Corporate
StrategyWith a copy to
    
    :
    
    Ms. Taylor, Janet, General CounselWuxi CRM
    
    :
    
    Wuxi China Resources Microelectronics (Holdings) LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong KongAttention
    
    :
    
    Mr. Wang Guoping, Director and Chief Executive OfficerMAT
    
    
    
    Micro Assembly Technologies LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong KongAttention
    
    :
    
    Mr. Wang Guoping, Director and Chief Executive OfficerCRL
    
    
    
    China Resources Logic LimitedFax Number
    
    :
    
    +852 2299 9311Address
    
    :
    
    Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong KongAttention
    
    :
    
    Mr. Wang Guoping, Director and Chief Executive Officer
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ANST
    
    
    
    Wuxi CR Micro-Assemb Tech. Ltd.Fax Number
    
    :
    
    +86 510 5804647Address
    
    :
    
    14 Liangxi Road, Bin Hu District, Wuxi, Jiangsu Province, ChinaAttention
    
    :
    
    Mr. Zhang Xiao Jian, Director
 Any such notice or communication shall be deemed to have been served:
 (a)
    
    if delivered by hand, at the time of delivery; or(b)
    
    if posted by prepaid ordinary mail, at the expiration of three (3) days after
the envelope containing the same shall have been put into the post; or(c)
    
    if sent by facsimile, upon the receipt by the sender of the transmission
report indicating that the notice or communication has been sent in full to the
recipients facsimile machine, or such other similar medium of receipt; or(d)
    
    if sent by courier, at the expiration of two (2) days after the package
containing the same shall have been received by the relevant courier company.
 In proving such service it shall be sufficient to prove that delivery by hand was made or
that the envelope containing such notice or document was properly addressed and posted as a
prepaid ordinary mail letter or that the facsimile confirmation note indicates the
transmission was successful, or, as the case may be, the package containing such notice or
document was properly addressed and sent to the relevant courier company.
 
 31.
    
    SPIRIT OF AGREEMENT AND INTENTION
 In entering into this Joint Venture Agreement the Shareholders recognise that it is
impractical to make provision for every contingency that may arise in the course of the
observance or performance thereof. Accordingly, the Shareholders hereby declare it to be a
cardinal principle of this Joint Venture Agreement and it to be their common intention that
this Joint Venture Agreement shall operate between them with fairness and without detriment
to the interests of any of them and if in the course of the performance of this Joint
Venture Agreement unfairness to a party hereto is disclosed or anticipated then the
Shareholders shall use their best endeavours to agree upon such action as may be necessary
and equitable to remove the cause or causes of the same.
 
 32.
    
    ENTIRE AGREEMENT
 This Joint Venture Agreement, and the documents referred to in it, constitute the entire
agreement and understanding of the Parties relating to the subject matter of this Joint
Venture Agreement and none of the Parties has entered into this Joint Venture Agreement in
reliance upon any representation, warranty or undertaking of any other Party which is not
set out or referred to in this Joint Venture Agreement. The Parties hereto agree that no
variations or modifications shall be made to this Joint Venture Agreement unless agreed to
by the Parties hereto in writing. Nothing in this Clause 32 shall however operate to limit
or exclude any liability for fraud.
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33.
    
    COUNTERPARTS
 This Joint Venture Agreement may be signed in any number of counterparts, all of which
taken together shall constitute one and the same instrument. Any Party may enter into this
Joint Venture Agreement by signing any such counterpart and each counterpart may be signed
and executed by the Parties and transmitted by facsimile transmission and shall be valid
and effectual as if executed as an original.
 
 34.
    
    GOVERNING LAW AND ARBITRATION
 34.1
    
    This Joint Venture Agreement is governed by, and shall be construed in accordance with, the
laws of Singapore.34.2
    
    In case any dispute or difference shall arise between the Parties as to the construction of
this Joint Venture Agreement or as to any matter of whatsoever nature arising thereunder or in
connection therewith, including any question regarding its existence, validity or termination,
such dispute or difference shall be submitted to a single arbitrator to be appointed by the
Chairman for the time being of the SIAC. Such submission shall be a submission to arbitration
in accordance with the SIAC Rules by which the Parties agree to be so bound. The place of
arbitration shall be Singapore and the arbitration shall be conducted wholly in the English
language.
 
 35.
    
    THIRD PARTIES
 The Contract (Rights of Third Parties) Act, Chapter 53B of Singapore (the Act)
shall not under any circumstances apply to this Joint Venture Agreement and any person who
is not a party to this Joint Venture Agreement (whether or not such person shall be named,
referred to, or otherwise identified in, or form part of a class of persons so named,
referred to or identified in, this Joint Venture Agreement) shall have no right whatsoever
under the Act to enforce this Joint Venture Agreement or any of its terms, but this does
not affect any right or remedy of a third party which exists or is available apart from the
Act.
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SCHEDULE 1
 
 DEFAULT CALL OPTION NOTICE
 Date
    
    :
    
    [l]To
    
    :
    
    [insert name of the Defaulting Party]From
    
    :
    
    Wuxi China Resources Microelectronics (Holdings) Limited
 Joint Venture Agreement
   insert name of the Non-Defaulting Party
 By
    
    :Name
    
    :Designation
    
    :
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SCHEDULE 2
 
 DEFAULT PUT OPTION NOTICE
 Date
    
    :
    
    [l]To
    
    :
    
    [insert name of the Defaulting Party]From
    
    :
    
    STATS ChipPAC Ltd.
 Joint Venture Agreement
   insert name of the Non-Defaulting Shareholder
 By
    
    :Name
    
    :Designation
    
    :
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SCHEDULE 3
 
 DEED OF RATIFICATION AND ACCESSION
 THIS DEED OF RATIFICATION AND ACCESSION l
 BY [l] Transferee l l
 IN FAVOUR OF
 (1)
    
    the Parties to the joint venture agreement (the Joint Venture Agreement) dated 22
June 2006 made between (1) SCL (2) CRL (3) MAT, (4) Wuxi CRM and (5) ANST; and(2)
    
    all persons who are or subsequently become shareholders of MAT
 Relevant Parties
 WHEREAS
 (A)
    
    The Joint Venture Agreement sets out the terms and conditions under which the Parties shall
regulate their rights as Shareholders.(B)
    
    [The Transferee is the transferee of [state the number of shares] Shares (the
Transferred Shares") by virtue of the instrument(s) of transfer in respect thereof
executed by [state the name of the Transferor] (the Transferor).] / [The Transferee
is the subscriber of [state the number] Securities (the Securities and all Shares issued
pursuant to the exercise of the options therein (if any) collectively, the New
Shares).](C)
    
    [By the terms of the Joint Venture Agreement, it is a condition precedent to the registration
by MAT of the transfer to the Transferee of the Transferred Shares that the Transferee
executes this Deed.] / [By the terms of the Joint Venture Agreement, it is a condition to the
subscription of the New Shares by the Transferee that the Transferee executes this Deed.]
 NOW THIS DEED WITNESSES
 1.
    
    In this Deed:
 (a)
    
    all terms and references used in this Deed and which are defined or construed
in the Joint Venture Agreement but are not defined or construed in this Deed shall
have the same meaning and construction in this Deed; and(b)
    
    all reference to Joint Venture Agreement means the Joint Venture
Agreement referred to in sub-paragraph (a) above and includes all amendments,
additions and variations thereto agreed between the Parties thereto as contained or
evidenced by the following documents:[state the documents, if any]
 2.
    
    The Transferee hereby covenants and agrees with each of the Relevant Parties as follows:
 36




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(a)
    
    that in consideration of and upon the registration in MATs register of
members of the Transferee as the holder of the [Transferred Shares / New Shares], the
Transferee will as from the date of the registration of the Transferee as a holder of
the [Transferred Shares / New Shares] observe and discharge all the terms and
conditions of the Joint Venture Agreement which are applicable to it as a Shareholder
in all respects as if it had been a party thereto , and references to party
or Parties in the Joint Venture Agreement shall, where applicable, refer to
or include the Transferee, as the case may be;[(b)
    
    that the liability of the Transferee by virtue of this Deed to each of the
Relevant Parties shall be joint and several with the Transferor [ applicable only to
transfers to Permitted Transferees]; and(c)
    
    that this Deed is enforceable against the Transferee by any of the Relevant
Parties.
 4.
    
    For the purpose of Clause 30 of the Joint Venture Agreement, the address and facsimile number
of the Transferee is:
 Fax Number
    
    :
    
    [l]Address
    
    :
    
    [l]Attention
    
    :
    
    [l]
 5.
    
    Save as may be expressly provided in the Joint Venture Agreement, nothing in this Deed shall
operate to release or discharge the Transferor from any of the Transferors obligations and
liabilities under the Joint Venture Agreement.6.
    
    This Deed shall be governed by, and construed in accordance with, the laws of Singapore.
 IN WITNESS WHEREOF
 THE TRANSFEREEThe Common Seal of
    
    
    )[l]
    
    
    )has been affixed in the presence of:
    
    
    )DirectorDirector/Secretary
 37




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SCHEDULE 4
  
 Officers Certificate
 Company Joint Venture Agreement
   By:Name:Title:
    [Chief Executive Officer orChief Financial Officer] WitnessedBy:Name:Title: 38




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##### Table of Contents



Officers Certificate
 Company Joint Venture Agreement
   By:Name:Title:
    [Chief Executive Officer or LegalRepresentative] WitnessedBy:Name:Title: 39




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##### Table of Contents



SCHEDULE 5
 
 RESERVED MATTERS CALL OPTION NOTICE
 Date
    
    :
    
    [l]To
    
    :
    
    STATS ChipPAC Ltd.From
    
    :
    
    Wuxi China Resources Microelectronics (Holdings) Limited
 Joint Venture Agreement
   
 By
    
    :Name
    
    :Designation
    
    :
 40




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SCHEDULE 6
 
 QFN BUSINESS AND QFN CUSTOMERS
 41




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##### Table of Contents



QFN Definitions




---



##### Table of Contents



QFN Family Package Offering Reference
 Package
    
    Location
    
    Description
    
    Body Size
    
    RemarkQFNp
    
    SCS
    
    Punch QFN
    
    4×4 thru 10×10, and 12×12QFNp
    
    SCM
    
    Punch QFN
    
    4×4 thru 8×8QFNs
    
    SCM
    
    Sawn QFN
    
    2×2 thru 10×10BCC
    
    SCM
    
    Sawn BCC
    
    4×4 thru 9×9
    
    13.5×9mm underqualification




---



##### Table of Contents



QFN Customers List at 16th June 2006Abbreviations
    
    Full NameABOV SEMICONDUCTOR
    
    ABOV Semiconductor Co. LtdACTEL
    
    Actel CorporationActions
    
    Actions Semiconductor Co., Ltd.AD TECHNOLOGY
    
    AD Technology LtdADI
    
    Analog Devices, Inc.AELUROS
    
    Aeluros, Inc.Agere
    
    Agere Systems Inc.Agilent (Avago)
    
    Avago Technologies Ltd.AKM
    
    Asahi Kasei Microsystems Co., Ltd.ALLEGRO
    
    Allegro Microsystems IncALLIANCE SEMICONDUCTOR
    
    Alliance Semiconductor CorporationALPHA & OMEGA SEMICONDUCTOR LTD.
    
    ALPHA & OMEGA SEMICONDUCTOR LTD.ALPHACHIPS INC
    
    ALPHACHIPS INCAMD
    
    Advanced Micro Devices, Inc.AMI
    
    AMI Semiconductor IncAMIS
    
    AMIS Holdings, Inc.AMKOR
    
    Amkor Technology, Inc.AMLOGIC, INC
    
    AMLOGIC, INCAmple Communication
    
    Ample Communications, Inc.Anachip
    
    Anachip CorporationAnadigics
    
    Anadigics Inc.Analogix
    
    Analogix Semiconductor, Inc.AOSMD
    
    Alpha & Omega Semiconductors LtdAR PROVISION
    
    AR Provision IncARARION CO, LTD
    
    ARARION CO, LTDASILIANT
    
    Asiliant Technologies IncASMC CHINA
    
    Advanced Semiconductor Manufacturing CorporationAtheros
    
    Atheros Communciations, Inc.ATI
    
    ATI Technologies Inc.Atmel
    
    Atmel CorporationAUK
    
    AUK Co LtdAuleros
    
    Auleros Inc.AURA
    
    Aura Communications Technology, Inc.AVERNA CORP
    
    AVERNA CORPORATIONAvnera
    
    Avnera CorporationAVS TECHNOLOGIES
    
    AVS Technologies IncBEIJING WATCHDATA
    
    Beijing Watchdata Systems LtdBroadcom
    
    Broadcom CorporationCATALYST
    
    Catalyst Semiconductor IncCentillium
    
    Centillium Communciations, Inc.CHARTERED
    
    Chartered Semiconductor Manufacturing Ltd.CHENGDU SINO MICROELECTRONICS
    
    CHENGDU SINO MICROELECTRONICSChipcon
    
    Chipcon ASCHIPHOMER
    
    Chiphomer Technology LtdChrontel
    
    CHRONTEL INCCirrus Logic
    
    Cirrus Logic IncConexant
    
    Conexant System IncCORELOGIC
    
    CORELOGIC Co LtdCree
    
    CREE INCCSR
    
    CSRCypress
    
    Cypress Semiconductor CorporationDATANG MICROELECTRONICS
    
    Datang Microelectronics Technology Co., LTD.DELPHI
    
    Delphi CorporationDELPHI DELCO
    
    Delphi Delco Electronics SystemsELPIDA MEMORY
    
    Elpida Memory, Inc.ENE TECHNOLOGY
    
    ENE Technology IncEnpirion
    
    Enpirion, Inc.Entropic
    
    Entropic Communciations, Inc.ETRON TECHNOLOGY
    
    Etron Technology, Inc.Eudyna
    
    Eudyna Devices, Inc.Fairchild
    
    Fairchild Semiconductor CorporationFaraday
    
    Faraday Technology CorporationFreescale
    
    Freescale Semiconductor, Inc.Fujitsu
    
    Fujitsu LimitedGCT
    
    GCT Semiconductor, Inc




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##### Table of Contents



Abbreviations
    
    Full NameGENESIS
    
    Genesis Microchip Inc.GUC/Holtek
    
    Global UniChip Corporation/Holtek Semiconductor IncHYNIX
    
    Hynix Semiconductor Inc.IBM
    
    International Business Machines CorporationICERA INC
    
    Icera, Inc.IDT
    
    IDT CorporationIkanos
    
    Ikanos Communications, IncIM FLASH TECHNOLOGIES
    
    IM Flash Technologies, LLCInfineon
    
    Infineon Technologies AGINSILICA
    
    inSilica, Inc.INTEGRATED DEVICE
    
    Integrated Device Technology IncIntegrated Elec Semi, LTD
    
    Integrated Electronic Semiconductor LtdINTEGRATED ELECTRONIC SOLUTION
    
    Integrated Electronic Solution Pty LtdIntegrated Circuit Sys Inc
    
    Integrated Circuit Systems, IncIntegrated Circuit Sys PTE
    
    Integrated Circuit System Pte Ltd.Intel
    
    Intel CorporationIntersil
    
    Intersil CorporationINTL RECTIFIER
    
    International RectifierJaalaa
    
    Jaalaa, Inc.KEC
    
    Korean Electronics CorporationKEYEYE
    
    KeyEye CommunicationsKME
    
    Kyushu Matsushita Electric Co., LtdLATTICE
    
    Lattice Semiconductor CorporationLG ELECTRONICS
    
    LG ElectronicsLINEAR INTEGRATED
    
    Linear Integrated Systems IncLinear Technology
    
    Linear Technology CorporationLITTELFUSE
    
    LittelFuse IncLOVOLTECH
    
    Lovoltech, Inc.LSI
    
    LSI Logic CorporationMAGNACHIP
    
    Magnachip Semiconductor IncMarvell
    
    Marvell Technology Group LtdMaxim
    
    Maxim Integrated Products, Inc.MEDIA Q
    
    MediaQ, Inc. ?MEMORY & TEST INC
    
    MEMORY & TEST INCMemory 7 Testing
    
    Memory 7 Testing LtdMetalink
    
    Metalink CorporationMicrochip
    
    Microchip Technology Inc.MICRON TECHNOLOGY INC.
    
    MICRON TECHNOLOGY INC.MICRONAS
    
    MICRONASMicrosemi
    
    Microsemi CorporationMICROSOFT
    
    Microsoft CorporationMicrotune
    
    Microtune, Inc.MITSUBISHI
    
    Mitsubishi Elecytric CorporationMITSUMI
    
    Mitsumi Electric Co. LtdMontage
    
    Montage TechnologyMPS
    
    Monolithic Power Systems, IncMTEKVISION
    
    Mtekvision Co., Ltd.MXIC
    
    Macronix International Co., Ltd.NANJING ELECTRONIC
    
    Nanjing Electronic DevicesNEC
    
    NEC Electronics CorporationNEXUS CHIPS
    
    Nexus Chips Co., Ltd.NJR
    
    NJR CorporationNvidia
    
    NVIDIA CorporationOKI
    
    Oki SemiconductorON SEMICONDUCTOR
    
    On SemiconductorOPTICHRON
    
    Optichron, Inc.Oxford
    
    Oxford Semiconductor LtdPERICOM
    
    Pericom Technology Inc LimitedPhilips
    
    Philips Electronics N.V.Pixelworks
    
    Pixelworks, Inc.PLXTECH
    
    PLX Technology, Inc.PMC
    
    PMC-Sierra, Inc.Q LOGIC
    
    Qlogic CorporationQUAKE
    
    Quake Technologies, IncQualcomm
    
    Qualcomm, Inc.QUALCORE_LOGIC
    
    QualCore Logic, Inc.Renesas
    
    Renesas Technology Corp.RFMD
    
    RF Micro Devices, Inc.




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##### Table of Contents



Abbreviations
    
    Full NameROCHESTER ELECTRONICS INC.
    
    Rochester Electronics LlcSamsung
    
    Samsung Electronics Co. LtdSanDisk
    
    Sandisk CorporationSANGHWA MICRO
    
    Sanghwa Technology Inc.SEMTECH
    
    Semtech CorporationSemiconductor Mfg
    
    Semiconductor Manufacturing International CorporationSHANGHAI FUDAN
    
    Shanghai Fudan Microelectronics LtdSHANGHAI HUA HONG
    
    Shanghai Hua Hong NEC CorporationSHANGHAI SIM
    
    Shanghai SIM-BCD Semiconductor Manufacturing Co. LtdSHENZHEN JIEXIN
    
    Shenzhen Jiexin Science and Technology DevelopmentCo., Ltd,SIGE
    
    SiGe Semiconductor, Inc.SigmaTel
    
    SigmaTel, Inc.SILICON 7
    
    Silicon 7 IncSilicon Lab
    
    SILICON LABORATORIES INC.SILICON MFG
    
    Silicon Manufacturing Co LtdSILICON MOTION
    
    Silicon Motion, Inc.Silterra
    
    SilTerra Malaysia Sdn BhdSINO WEALTH
    
    Sino Wealth Electronics (Shanghai) LtdSIRF
    
    SiRF Technology, Inc.SiS
    
    Silicon Integrated Systems Corp.,Skyworks
    
    Skyworks Solutions, Inc.SMIC
    
    Semiconductor Manufacturing International CorporationSMSC
    
    Standard Microsystems CorporationSONY
    
    Sony CorporationSONY SUPPLY CHAIN
    
    Sony Supply Chain Solution (Thailand) LimitedSPANSION
    
    Spansion Corporation LLCSPEC TECH
    
    SPEC Technology Co LtdSSMC
    
    Systems on Silicon Manufacturing Co. Pte. Ltd.SST INTERNATIONAL
    
    SST INTERNATIONALST Micro
    
    ST Microelectronics CorporationSunplus
    
    Sunplus Technology Co., Ltd.SUNTEK ELECTRONIC
    
    Suntek Electronic Co LtdSUPERTEX
    
    Supertex Inc.SWITCHCORE
    
    SwitchCore ABSYCHIP
    
    Sychip, Inc.SyncMos
    
    SyncMOS Technologies, Inc.SYSTEMS SILICON
    
    Systems Silicon CorporationTDK
    
    TDK CorporationTEXAS INSTRUMENTS
    
    Texas Instruments IncTI
    
    Texas Instruments Inc.TIANJIN DRAGONSHARD
    
    TIANJIN DRAGONSHARDTimelab
    
    Timelab CorporationToshiba
    
    Toshiba America Electronic Components, Inc.TRANSWITCH
    
    TranSwitch CorporationTRIPATH
    
    Tripath Technology Inc.Triquint
    
    Triquint SemiconductorTSMC
    
    Taiwan Semiconductor Manufacturing Co.ULEAD TECHNOLOGY
    
    Ulead Technology, Inc.UMC
    
    United Microelectronics CorporationVimicro
    
    Vimicro CorporationVisEra
    
    VisEra Co LtdVISHAY
    
    Vishay Intertechnology, Inc.VIXS SYSTEMS
    
    VIXS SYSTEMSVLSI_SOL
    
    VLSI Solutions IncVolterra
    
    Volterra Semiconductor CorporationWatchdata
    
    Watchdata System Co LtdWiDeFi
    
    WiDeFi, Inc.WiQuest
    
    WiQuest Communications, Inc.WOLFSON
    
    Wolfson Micorelectronics PlcXICOR
    
    Xicor, Inc.Xilinx
    
    Xilinx, Inc.Zarlink
    
    Zarlink Semiconductor, Inc.ZILOG INTL LTD
    
    Zilog, Inc.ZMD
    
    ZMD AGZORAN
    
    Zoran CorporationZTEIC
    
    Shenzhen ZTEIC Design Co., Ltd




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##### Table of Contents



IN WITNESS WHEREOF
 SCLSIGNED by
    
    
    )Tan Lay Koon
    
    
    )for and on behalf of
    
    
    )STATS ChipPAC Ltd.
    
    
    )in the presence of:
    
    
    )Name:Title:Name:Title:CRLSIGNED by
    
    
    )Wang Guoping
    
    
    )for and on behalf of
    
    
    )China Resources Logic Limited
    
    
    )in the presence of:
    
    
    )Name:Title:Name:Title:MATSIGNED by
    
    
    )Wang Guoping
    
    
    )for and on behalf of
    
    
    )Micro Assembly Technologies
    
    
    )Limited
    
    
    )in the presence of:Name:Title:Name:Title:Wuxi CRMSIGNED by
    
    
    )Wang Guoping
    
    
    )for and on behalf of
    
    
    )Wuxi China Resources
    
    
    )Microelectronics (Holdings) Limited
    
    
    )in the presence of:Name:Title:Name:Title:
 42




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##### Table of Contents



ANSTSIGNED by
    
    
    )Wang Guoping
    
    
    )for and on behalf of
    
    
    )WUXI CR MICRO-ASSEMB TECH. LTD.
    
    
    )in the presence of:
    
    
    )Name:Title:Name:Title:
 43




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##### Table of Contents



SCHEDULE 8
 
 REPRESENTATIONS AND WARRANTIES
 1.
    
    Information
 (a)
    
    The Recitals are true and all information contained in any document or
communication (whether oral or written) which has been given by the Covenantors or
their respective advisers, agents, employees, officers or representatives to SCL or its
advisers, agents, employees, officers or representatives in the course of the
negotiations leading to this Agreement was when given true and accurate in all respects
and is not misleading whether because of any omission or ambiguity or for any other
reason and the copies of all contracts and other documents supplied to SCL or any of
its advisers, agents, employees, officers or representatives by or on behalf of the the
Covenantors or any of their respective advisers, agents, employees, officers or
representatives are true and complete and the contents of such copy contracts comprise
the entire agreement between the parties to them. After making due and careful
enquiries the Covenantors are not aware of any fact or matter not disclosed in writing
to SCL which renders any such information untrue, inaccurate or misleading or the
disclosure of which might affect the willingness of SCL to subscribe for the SCL New
Shares from MAT on the terms of this Agreement or the price at or terms upon which SCL
would be willing to subscribe for them.(b)
    
    The information contained in the Memorandum of Disclosure and the documents
annexed to or referred to in it is true and accurate in all respects and is not
misleading, whether because of any omission or ambiguity or for any other reason.
 2.
    
    Copies of Audited Accounts, Memorandum and Articles, etcThe copies of the Audited Accounts and the Management Accounts and of the memorandum and
articles of association (or the equivalent constitutive documents) of each JV Group Company
furnished to SCL are true and complete copies and in the case of the constitutive documents
of each JV Group Company contain full details of the rights and restrictions attached to the
share capital of each JV Group Company and have attached thereto copies of all such
resolutions and agreements (including without limitation, shareholders agreements, voting
agreements etc) as are required by law to be delivered to the Registrar of Companies (or
equivalent officer) in the BVI or the PRC or elsewhere for registration and all other
resolutions passed by each JV Group Company or any class of members or board of directors,
as the case may be, other than resolutions relating to ordinary business at any Annual
General Meeting and that there have been no amendments to such constitutive documents since
the date hereof.
 3.
    
    Audited Accounts
 (a)
    
    The Audited Accounts and/or the Management Accounts have been prepared in
accordance with all applicable laws and on a consistent basis in accordance with Hong
Kong Accounting Standards so as to give a true and fair view of the state of affairs of
each JV Group Company at the date of the Audited Accounts and/or the Management
Accounts and of the profits or losses for the period concerned and as at that date
make:
 (i)
    
    full provision for all actual liabilities;(ii)
    
    proper and adequate provision (or note in accordance with good
accountancy practice) for all contingent liabilities;
 36




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##### Table of Contents



(iii)
    
    provision reasonably regarded as adequate for all bad and
doubtful debts; and(iv)
    
    due provision for depreciation and amortisation and for any
obsolescence of assets.
 (b)
    
    The stock and work-in-progress are included in the Audited Accounts and the
Management Accounts at figures not exceeding the amounts which could in the
circumstances existing at the date of the Audited Accounts and Management Accounts
respectively reasonably be expected to be realised in the normal course of carrying on
the business of each JV Group Company.(c)
    
    Full provision or reserve has been made in the Audited Accounts and the
Management Accounts for all Taxation liable to be assessed on each JV Group Company or
for which it is or may become accountable in respect of:
 (i)
    
    profits, gains or income (as computed for Taxation purposes)
arising or accruing or deemed to arise or accrue on or before the date of the
Audited Accounts and Management Accounts respectively;(ii)
    
    any Transactions effected or deemed to be effected on or before
the date of the Audited Accounts and Management Accounts respectively or
provided for in the Audited Accounts and the Management Accounts; and(iii)
    
    distributions made on or before the date of the Audited
Accounts and Management Accounts respectively or provided for in the Audited
Accounts and the Management Accounts.
 (d)
    
    Proper provision or reserve for deferred Taxation has been made in the Audited
Accounts and the Management Accounts.(e)
    
    The profits and losses of each JV Group Company for the financial year ended on
the Balance Sheet Date as shown by the Audited Accounts, the audited accounts of each
JV Group Company for previous periods delivered to SCL and the Management Accounts and
the trend of profits thereby shown have not (except as therein disclosed) been affected
by inconsistencies of accounting practices, by the inclusion of non-recurring items of
income or expenditure, by Transactions entered into otherwise than on normal commercial
terms or by any other factors rendering such profits for all or any of such periods
exceptionally high or low (other than as disclosed in the relevant accounts).(f)
    
    Other than specifically disclosed in item 56 of the Memorandum of Disclosure,
neither JV Group Company has any outstanding loan capital, nor has either factored any
of its debts, or engaged in financing of a type which would not be required to be shown
or reflected in the Audited Accounts and the Management Accounts or borrowed any money
which it has not repaid.(g)
    
    There are no liabilities (including contingent liabilities) which are
outstanding on the part of any JV Group Companies, other than those liabilities
disclosed in the Audited Accounts and the Management Accounts or which have arisen in
the ordinary course of business since the date of the Audited Accounts and Management
Accounts respectively.(h)
    
    No Transaction of any importance to which any JV Group Company has been party
has taken place which, if it had taken place on or before the date of the Audited
Accounts or Management Accounts, would have been required to be disclosed or reflected
in the Audited Accounts and the Management Accounts.
 37




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(i)
    
    The Management Accounts have been prepared on a basis consistent with the
Audited Accounts and in accordance with Hong Kong Accounting Standards and there has
been no revaluation of any assets, fixed or otherwise, from the value of those assets
stated in the Audited Accounts.(j)
    
    Revenue costs of an occasional or seasonal nature (including any holiday pay,
closure and redundancy costs of fixed-term projects or contracts, bonuses, customer
rebates, excess use charges under leasing agreements and maintenance, repairs and
renewals) were accrued so as to match them as closely as possible to the related income
and provided in the Audited Accounts and the Management Accounts to the extent of the
accrual as at the date of the Audited Accounts and Management Accounts respectively.(k)
    
    No value was attributed in the Audited Accounts and the Management Accounts to
any asset which was not beneficially owned by each JV Group Company at the date of the
Audited Accounts or Management Accounts or which in the case of fixed assets, were not
in full and exclusive use for the purposes of business of each JV Group Company.
 4.
    
    Changes since the Balance Sheet DateSince the Balance Sheet Date as regards each JV Group Company:
 (i)
    
    its business has been lawfully carried on in the ordinary course and so as to
maintain the same as a going concern;(ii)
    
    it has not disposed of any assets or assumed or incurred any liabilities
(including contingent liabilities) otherwise than in the ordinary course of carrying on
its business;(iii)
    
    its business has not been adversely affected by the loss of any important
customer or source of supply or by any abnormal factor not affecting similar businesses
to a like extent or by any other cause and each of the Covenantors after making due and
careful enquiries is not aware of any facts which are likely to give rise to any such
effects;(iv)
    
    no dividend or other distribution has been declared, made or paid to its
members except as provided for in the Audited Accounts;(v)
    
    neither its turnover nor its trading position has deteriorated;(vi)
    
    no change has been made in the emoluments or other terms of employment of its
directors or any of its employees;(vii)
    
    it has not borrowed any money or issued any guarantee or created any charge or
Encumbrance over any asset other than as disclosed in the Audited Accounts;(viii)
    
    no share or loan capital has been allotted or issued or agreed to be issued save for
those issued pursuant to this Agreement;(ix)
    
    there has been no unusual increase or decrease in the level of its stock;(x)
    
    it has not entered into any unusual, long term or onerous commitments or
contracts;(xi)
    
    after making due and careful enquiries, it has not learnt of any circumstance
making bad or doubtful any of its book debts;(xii)
    
    there has been no adverse change in its business, operations, assets,
financial condition or prospects and no event, fact or matter has occurred or is likely
to occur which will or is likely to give rise to any such change;
 38




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##### Table of Contents



(xiii)
    
    it has not knowingly waived or released any proprietary rights howsoever arising;(xiv)
    
    it has not acquired or disposed of or granted any right or option or created
any other Encumbrance, save for those created pursuant to this Agreement;(xv)
    
    no resolutions have been passed and nothing has been done in the conduct or
management of its affairs which would be likely to reduce its net asset value; and(xvi)
    
    no change has been made to the accounting practices adopted and the accounting
practices adopted are consistent with those adopted in the Audited Accounts.
 5.
    
    Litigation
 (a)
    
    Since the Balance Sheet Date, no claim sounding in damages has been made
against each JV Group Company.(b)
    
    Each JV Group Company is not at present engaged whether as plaintiff or
defendant or otherwise in any legal action, proceeding or arbitration (other than as
plaintiff in the collection of debts arising in the ordinary course of its business) or
being prosecuted for any criminal offence.(c)
    
    There are no circumstances known to the Covenantors (or any of them) which are
likely to lead to any such claim or legal action, proceeding or arbitration (other than
as aforesaid) or prosecution.(d)
    
    There is not in force any court injunction, order or directive restraining or
restricting any JV Group Company from carrying on its business or any part thereof.(e)
    
    Each JV Group Company is not subject to any outstanding judgment, order or
decree of any court, tribunal or regulatory or government body or any undertaking to
any court, judicial authority or regulatory or government body or any outstanding
arbitration award; there are no civil, criminal, administrative or disciplinary or
arbitration proceedings in progress, pending or to the best of the knowledge,
information and belief of the Covenantors, threatened against the JV Group Company and
there are no facts likely to give rise to any such proceedings.(f)
    
    None of the JV Group Companies nor any person for whose acts or defaults it may
be liable has committed any criminal, illegal or other unlawful act or any breach of
contract or statutory duty or any tortious or other act or default which could lead to
a claim or proceedings against any JV Group Company or give rise to or increase the
liability or obligation of any JV Group Company or which could entitle any other person
to terminate any contract of material importance to which any JV Group Company is a
party.(g)
    
    There are no investigations, inquiries or disciplinary proceedings by or before
any regulatory, administrative, supervisory or government body concerning MAT, whether
on-going, pending or threatened upon its assets or business and to the best of the
knowledge, information and belief of the Covenantors, there are no facts likely to give
rise to any such investigation, inquiry or proceedings.(h)
    
    So far as each of the Covenantors is aware, none of the JV Group Companies nor
any of its advisers, officers, agents, employees or representatives has for the
purposes of securing any contract for any JV Group Company given or offered any bribe
or any corrupt, unlawful or immoral payment.
 Each JV Group Company has not been convicted of any offence, no officer, employee, agent or
 39




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former officer, agent or employee of any JV Group Company has been convicted of any offences
in relation to MAT, and no employee has, so far as each of the Covenantors is aware, been
convicted of any offence (save for any traffic offence) which reflects upon his suitability
to hold his position or upon the reputation of any JV Group Company.
 6.
    
    Taxation
 (a)
    
    All taxes payable by or Claims for Taxation which have been or may be asserted
against each JV Group Company have been paid and/or discharged in full and/or moneys
may have been set aside for the same (and all adequate provisions for deferred Taxation
have been made in the Audited Accounts). There is no liability on any JV Group Company
to Taxation in respect of which a Claim could be made and, to the best of the knowledge
information and belief of the Covenantors, there are no circumstances likely to give
rise to such a liability.(b)
    
    All income tax, goods and services and value-added tax, salaries tax and
property tax, stamp duties, and other taxes charges and levies assessed or imposed by
any government or governmental or statutory body which have been assessed upon each JV
Group Company and which are due and payable on or before Completion have been paid and
were paid on or before the relevant due date for payment.(c)
    
    In relation to stamp duty assessable or payable in the BVI, PRC or elsewhere in
the world, as at the date of this Agreement and as at the Completion Date, all
documents in the enforcement of which any JV Group Company may be interested have been
duly stamped and no document belonging to any JV Group Company now or at Completion
which is subject to ad valorem stamp duty is or will be unstamped or insufficiently
stamped; nor has any relief from such duty been improperly obtained, nor has any event
occurred as a result of which any such duty from which any JV Group Company has
obtained relief, has become payable; and all stamp duty payable upon any transfer of shares in any JV Group Company before Completion has been duly paid.(d)
    
    In relation to goods and services tax and/or value-added or other similar tax,
each JV Group Company:
 (i)
    
    has been duly registered and is a taxable person;(ii)
    
    has complied, in all material respects, with all statutory
requirements, orders, provisions, directions or conditions;(iii)
    
    maintains complete, correct and up to date records as is
required by the applicable legislation; and(iv)
    
    has not been required by the relevant authorities of customs
and excise to give security.
 (e)
    
    Each JV Group Company has not paid nor, since the Balance Sheet Date, become
liable to pay any penalty or interest under any Taxation statute.(f)
    
    None of the JV Group Companies has been the subject of an investigation,
discovery or access order by or involving any Taxation authority and, to the best of
the knowledge, information and belief of the Covenantors, there are no circumstances
existing which make it likely that an investigation, discovery or order will be made.
 7.
    
    Contributions
 (a)
    
    All deductions and payments required to be made by each of the JV Group
Companies
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in respect of contributions (including employers contributions) to any
relevant competent authority have been so made.
 (b)
    
    Proper records have been maintained in respect of all such deductions and
payments and all regulations applicable thereto have been complied with.
 8.
    
    Tax returnsEach JV Group Company has duly made all returns and given or delivered all notices, accounts
and information which on or before the date hereof ought to have been made, given or
delivered for the purposes of Taxation and all such returns, notices, accounts and
information (and all other information supplied to the Inland Revenue or the Customs and
Excise or other revenue, taxing or fiscal authority concerned for any such purpose) have
been complete and correct and made on a proper basis and none of such returns, notices,
accounts or information is disputed in any respect by the fiscal authority concerned and
there is no fact known to the Covenantors (or any of them) which might be the occasion of
any such dispute or of any Claim for Taxation in respect of any financial period down to and
including the Balance Sheet Date not provided for in the Audited Accounts.9.
    
    Employees
 (a)
    
    There are not in existence any contracts of service with directors or employees
of any JV Group Company, nor any consultancy agreements with any JV Group Company,
which cannot be terminated by three (3) months notice or less or (where not reduced to
writing) by reasonable notice without giving rise to any claim for damages or
compensation.(b)
    
    There are no amounts owing to any present or former directors or to employees
of any JV Group Company save for accrued benefits and remuneration due to present
directors and employees of MAT, full details of which have been set out in the Audited
Accounts and Management Accounts.(c)
    
    Save to the extent (if any) to which provision or allowance has been made in
the Audited Accounts and Management Accounts, each JV Group Company has not made nor
agreed to make any payment to or provided or agreed to provide any benefit for any
present or former director or employee which is not allowable as a deduction for the
purposes of Taxation.(d)
    
    Save to the extent (if any) to which provision or allowance has been made in
the Audited Accounts and/or Management Accounts:
 (i)
    
    no liability has been incurred by any JV Group Company for
breach of any contract of service or for services, for redundancy payments or
for compensation for wrongful dismissal or unfair dismissal or for failure to
comply with any order for the reinstatement or re-engagement of any employee;
and(ii)
    
    no gratuitous payment has been made or promised by any Group
Company in connection with the actual or proposed termination or suspension of
employment or variation of any contract of employment of any present or former
director or employee.
 (e)
    
    Each JV Group Company has in relation to each of its employees (and so far as
relevant to each of its former employees) complied in all respects with:
 (i)
    
    all obligations imposed on it by all statutes, regulations and
codes of conduct and practice relevant to the relations between it and its
employees or any trade union and has maintained current, adequate and suitable
records regarding the
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service of each of its employees;
 (ii)
    
    all collective agreements and customs and practices for the
time being dealing with such relations or the conditions of service of its
employees; and(iii)
    
    all relevant orders and awards made under any relevant
statute, regulation or code of conduct and practice affecting the conditions of
service of its employees.
 (f)
    
    Each JV Group Company is not involved in nor has it received notice of any
industrial or trade dispute or any dispute or negotiation with any trade union or
association of trade unions or organisation or body of employees.(g)
    
    Each JV Group Company does not have in existence, nor is proposing to introduce
any incentive scheme, share incentive scheme, share option scheme, profit sharing
scheme or other bonus commission or incentive scheme for all or any part of its
directors or employees.
 (h)
    (i)
    
    Each JV Group Company has not hired or committed to hire any employees or
independent contractors or promoted or committed to promote any employees into or
within the director, manager or officer levels;
 (ii)
    
    there are no terms and conditions of employment for any
employee of any JV Group Company;(iii)
    
    no employee of any JV Group Company receives or is entitled
(contingently or otherwise) to receive any bonus, commission, variable
remuneration, insurance benefit in kind, motor vehicle for private use or other
reward other than wages or salary at a fixed rate; and(iv)
    
    all employees who require one have an employment pass or other
required permit entitling such employee to work in the BVI, PRC or elsewhere in
the world; and true and complete particulars of each such employees current
remuneration, age, sex, date of commencement of continuous employment and
pension scheme membership appear in the Memorandum of Disclosure.
 (i)
    
    Each JV Group Company has not offered nor agreed to increase the remuneration
of or to alter any of the terms and conditions of employment of any of its employees.(j)
    
    There are no amounts owing to any present or former employee of any JV Group
Company other than remuneration accrued for the current wage or salary period or for
reimbursement of normal business expenses and no present or former employee of any JV
Group Company has any claim against the JV Group Company or right to be indemnified by
any JV Group Company arising out of an act or omission in the course of his office or
employment on or before the date hereof.(k)
    
    None of the employees of any JV Group Company has at the date hereof any
accrued rights to holiday pay or to pay in lieu of holidays which have not been
provided for in full in the Audited Accounts and/or Management Accounts.(l)
    
    Each JV Group Company does not have any agreement or other arrangement (whether
or not legally binding) with any trade union or other body representing employees of
any JV Group Company or any of them and each JV Group Company does not recognise any
trade union or other body representing employees of the JV Group Company.(m)
    
    There has been no strike, work to rule, work stoppage, work interference activity or
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industrial action (official or unofficial) by any employee of any JV Group
Company within the last five (5) years, threatened or otherwise.(n)
    
    No employee of any JV Group Company with an annual remuneration of US$50,000
has resigned or submitted a letter of resignation or threatened to resign or indicated
an intention to resign.(o)
    
    There is no agreement, arbitration or court decisions or governmental,
regulatory or supervisory orders which are binding on any JV Group Company which limit
or restrict in any way the JV Group Company from relocating or closing any of its
operations.(p)
    
    None of the employees of any JV Group Company has tendered to the JV Group
Company his or her resignation or has otherwise indicated to the JV Group Company his
or her intention to leave the employment of the JV Group Company.(q)
    
    None of the employees of any JV Group Company in managerial positions has
tendered to the JV Group Company his or her resignation or has otherwise indicated to
the JV Group Company his or her intention to leave the employment of the JV Group
Company.
 10.
    
    Pensions, Grants and Employment Schemes
 (a)
    
    There are not in existence nor has any proposal been announced to establish any
retirement, death or disability benefit schemes for directors or employees nor are
there any obligations to or in respect of present or former directors or employees with
regard to retirement, death or disability pursuant to which any JV Group Company is or
may become liable to make payments and no pension or retirement or sickness gratuity is
currently being paid or has been promised by any JV Group Company to or in respect of
any former director or former employee.(b)
    
    No grants subsidies or allowances have been applied for or received by any JV
Group Company from any government body and there are no grounds upon which any such
grant, subsidy or allowance or any part thereof could be liable to be repaid or
recovered whether by reason of completion of this Agreement or otherwise.(c)
    
    Each JV Group Company is not party to any scheme or programme relating to the
temporary or permanent engagement or training of employees under which it receives any
subsidy or other financial assistance from any government body.
 11.
    
    Debts to, contracts with, connected persons
 (a)
    
    There are:
 (i)
    
    (A) no loans made by any JV Group Company, and (B) no debts
(whether or not due for payment and including contingent liabilities) or
unfulfilled obligations (present or future, actual or contingent) owing to a
Covenantor or to any director, officer, employee or shareholder of any JV Group
Company;(ii)
    
    no debts owing by any JV Group Company other than debts which
have arisen in the ordinary course of business;(iii)
    
    no securities given by or to any JV Group Company (including
guarantees or indemnities) for any such loans or debts as aforesaid; and(iv)
    
    no claim or circumstance which may give rise to a claim against
any JV Group Company by the Covenantors (or any of them) or any director,
officer, employee or shareholder of MAT.
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(b)
    
    There are no existing contracts, arrangements, understandings or engagements to
which any JV Group Company is a party and in which the Covenantors (or any of them),
and/or any director, officer, employee or shareholder of any JV Group Company is directly
or indirectly interested.(c)
    
    There is no contract, arrangement or understanding to which any JV Group
Company is a party or by which it is bound which is not on entirely arms length terms.(d)
    
    The financial position of each JV Group Company and its results as appearing
from the Audited Accounts and the Management Accounts were not and have not since been
affected by any Transaction, contract or arrangement not on entirely arms length
terms.
 12.
    
    Capital commitments, unusual contracts, guaranteesEach JV Group Company:
 (i)
    
    does not have any capital commitment in excess of US$2,500,000;(ii)
    
    is not a party to any contract entered into otherwise than in the ordinary and
usual course of business or any non-competition contract or any contract of an onerous
or long-term nature;(iii)
    
    has not delegated any powers under a power of attorney which remains in
effect;(iv)
    
    has not by reason of any default by it in any of its obligations become bound
or liable to be called upon to repay prematurely any loan capital or borrowed moneys;(v)
    
    is not a party to any agreement which is or may become terminable or which
contain provisions which may operate adversely against it as a result of the entry into
or completion of this Agreement;(vi)
    
    has not entered into nor is bound by any guarantee or indemnity under which any
liability or contingent liability is outstanding;(vii)
    
    is not nor has agreed to become a member of any joint venture, consortium,
partnership or other unincorporated association; is not nor has agreed to become, a
party to any agreement or arrangement for participating with others in any business
sharing commissions or other income;(viii)
    
    is not a party to any agency, distributorship, marketing, purchasing, manufacturing
or licensing agreement or arrangement or any agreement or arrangement of any nature
whatsoever which restricts its freedom to carry on its business in any part of the
world in any manner; or(ix)
    
    has not nor will at any time prior to Completion have sold or otherwise
disposed of any shares or capital or assets in circumstances such that it is, or may
be, still subject to any liability (whether contingent or otherwise) under any
representation, warranty or indemnity given or agreed to be given on or in connection
with such sale or disposal.
 13.
    
    Book debts
 (i)
    
    Save as disclosed in the Audited Accounts and/or the Management Accounts, none
of the book debts which are included in the Audited Accounts or which have subsequently
arisen have been outstanding for more than three (3) months from their due dates for
payment and each such debt has realised or will realise in the normal course of
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collection its full value as included in the Audited Accounts or in the books of each
JV Group Company after taking into account any provision for such debt made in the
Audited Accounts.
 14.
    
    Insurance
 (a)
    
    All insurable risks of each JV Group Company have been duly and properly
insured in with adequate coverage and against such risks (including, without
limitation, fire, accident, burglary, third party errors and omissions) normally
insured against by companies carrying on similar businesses or owning property of a
similar nature.(b)
    
    In respect of all such insurances:
 (i)
    
    all premiums have been duly paid to date;(ii)
    
    all the policies are in force and are not voidable on account
of any act, omission or non-disclosure on the part of the insured party; and(iii)
    
    none of the insurance policies is subject to any special or
unusual terms or restrictions or to the payment of any premium in excess of the
usual rate.
 (c)
    
    No claims have been made by any JV Group Company on its insurers, nor have any
circumstances arisen which may give rise to any claim, which (in either case) could
have the effect of causing future premiums to be higher than would otherwise be the
case.
 15.
    
    Title to and condition of assets
 (a)
    
    All assets (including all intangible assets) owned, held or used by and all
debts due to each JV Group Company which are included in the Audited Accounts and the
Management Accounts or have otherwise been represented as being the property of and due
to each JV Group Company:
 (i)
    
    are legally and beneficially owned by it free from any
Encumbrance;(ii)
    
    are in its possession or under its exclusive control; and(iii)
    
    are situated in its country of incorporation.
 (b)
    
    There is no Encumbrance on, over or affecting the whole or any part of the
undertaking, assets or debts of any JV Group Company (including, where appropriate, its
investment in its Subsidiaries or associated companies) and there is no agreement or
commitment to give or create any Encumbrance and no claim has been made by any person
to be entitled to any Encumbrance and none of such undertaking, assets or debts are the
subject of any factoring arrangement, hire-purchase, conditional sale or credit sale
agreement.(c)
    
    Each JV Group Company able to prove title to all the assets owned by it.(d)
    
    Each JV Group Company has not received any sum, property or benefit the payment
or transfer of which is liable to be avoided, or which is liable to be recovered from
it, under any rule or law and does not hold any sum, property or right as trustee or
constructive trustee.(e)
    
    The assets owned by each JV Group Company comprise all the assets necessary to
enable each JV Group Company to carry on its business fully and effectively in the
ordinary course as carried on up to the present time and no such assets are used wholly
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or partly for any purpose other than its business.
 (f)
    
    All assets owned or used by each JV Group Company which are subject to a
requirement of licensing or registration of ownership possession or use are duly
licensed or registered in its sole name.(g)
    
    All assets owned or used by each JV Group Company of an insurable nature are,
and have at all material times been, insured in amounts representing their full
replacement or reinstatement value against fire and other risks normally insured
against by persons carrying on the same type of business as that carried on by each JV
Group Company.(h)
    
    Nothing has occurred or is likely to occur in relation to an asset held by each
JV Group Company, under a lease, whereby the rental payable has been, or is likely to
be, increased.(i)
    
    All vehicles owned or used by each JV Group Company (including without
limitation, company vehicles used by any of its employees) are registered in its sole
name and are duly licensed and insured for all purposes for which they are used, all
registration documents relating thereto are in its possession, and all necessary goods
vehicle operators licences are held by it.(j)
    
    The assets registers of each JV Group Company comprise a complete and accurate
record of all plant, machinery, equipment and vehicles owned, held or used by it and
are capable of being reconciled in respect of each item with the book values of such
assets in its accounting records.(k)
    
    All plant, machinery, equipment and vehicles owned or used by each JV Group
Company are in good and safe repair and condition having regard to their respective
age, have been regularly and properly maintained and is in working order, and none is
in a dangerous or (in the case of vehicles) unroadworthy condition or in need of
renewal or replacement.(l)
    
    Maintenance contracts are in full force and effect in respect of all assets of
each JV Group Company which it is normal or prudent to have maintained by independent
or specialist contractors and in respect of all assets which it is obliged to maintain
or repair under any hire purchase, leasing, rental, insurance or other agreement.
 16.
    
    Compliance with leases and other agreements
 (a)
    
    The terms of all leases, tenancies, licences, concessions, agencies, franchises
and agreements of whatsoever nature to which each JV Group Company is a party have been
duly complied with by it.(b)
    
    No such lease, tenancy, licence, concession, agency, franchise or agreement
will become subject to avoidance, revocation or be otherwise affected upon or in
consequence of the making or implementation of this Agreement.(c)
    
    True and complete copies of all such leases, tenancies, licences, concessions,
agencies, franchises and agreements have been delivered by the Covenantors to SCL.
 17.
    
    Statutory and other requirements, consents, licences and qualifications
 (a)
    
    Each JV Group Company has carried on its business in accordance with applicable
laws, regulations and bye-laws in its country of incorporation and in all other
jurisdictions, if any, where each carries on its business and so far as each of the
Covenantors is aware in any relevant country and there is no investigation or enquiry
by, or order, decree or
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judgment of, any court or any governmental agency or regulatory
body outstanding or anticipated against the JV Group Company or which may have an
adverse effect upon its assets or business.
 (b)
    
    All statutory and other requirements applicable to the carrying on of the
business of the JV Group Companies as now carried on, and all conditions applicable to
any licences and consents involved in the carrying on of such business, have been
complied with and each of the Covenantors is not aware of any breach thereof or of any
intended or contemplated refusal or revocation of any such licence or consent.(c)
    
    All statutory and other requirements applicable to the construction and
development of facilities on the Property have been complied with in all respects and
all licences, permits and approvals in connection therewith have been obtained and each
of the Covenantors is not aware of any breach thereof or of any intended or
contemplated revocation of any such licence, permit or approval.(d)
    
    ANST has been ISO9002 and ISO14000 certified by LRQA (Lloyds Register Quality
Assurance) since 26 December 2005 and 28 March 2006 respectively. ANST has at all times
taken all necessary steps to maintain the aforesaid certification status.
 18.
    
    Books and records
 (a)
    
    The statutory records, registers and books and the books of account of each JV
Group Company have been properly kept, are duly entered up and maintained in accordance
with all legal requirements applicable thereto and contain true, full and accurate
records of all matters required to be dealt with therein and all such books and all
records and documents (including documents of title and copies of all subsisting
agreements to which the JV Group Companies is a party) are its property, in its
possession or under its control. All accounts, documents and returns required to be
delivered or made to the Registrar of Companies (or equivalent officer) in its
jurisdiction of incorporation or elsewhere in the world have been duly and correctly
delivered or made.(b)
    
    Each JV Group Company has kept such books of record and accounts, in which full
and in all respects correct entries shall be made of all its financial Transactions and
its assets and business in accordance with the present practice of the JV Group and the
Hong Kong Accounting Standards.(c)
    
    Each JV Group Company has not received any notice of any application or
intended application under any applicable legislation for the rectification of its
statutory records, registers and/or books.(d)
    
    All charges in favour of each JV Group Company have (if appropriate) been
registered in accordance with the provisions of any applicable legislation.
 19.
    
    Share capital and Assets
 (a)
    
    No unissued shares or capital of any JV Group Company are under option or
agreed conditionally or unconditionally to be placed under option or created or issued.(b)
    
    There is no option, right to acquire, mortgage, charge, pledge, lien or other
form of security or Encumbrance on, over or affecting the shares or capital in, or any
of the assets or businesses of, any JV Group Company and there is no agreement or
commitment to give or create any of the foregoing.(c)
    
    Upon Completion , the Net Asset Value of MAT shall be at least US$40,000,000.
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20.
    
    Intellectual Property RightsTo the best of the knowledge, information and belief of the Covenantors:
 (a)
    
    all Intellectual Property Rights used or required by each JV Group Company in
connection with its business (including, without limitation, all and any products
manufactured, assembled and/or sold or leased or rented by it) are in full force and
effect and are vested in and beneficially owned by it.(b)
    
    each JV Group Company has copyright in all drawings and design rights in all
designs relating to its business and all such drawings and designs are in its
possession and it has not supplied copies of any such drawings or designs to any other
person.(c)
    
    each JV Group Company is the sole beneficial owner of its Intellectual Property
Rights (if any) listed in the Memorandum of Disclosure and (where registration is
possible) it has been and is registered as proprietor in the territories listed in the
Memorandum of Disclosure, and each of those Intellectual Property Rights is valid and
enforceable, and none of them is being used, claimed, opposed or attached by any other
person.(d)
    
    each JV Group Company has not (otherwise than in the ordinary and normal course
of business) disclosed or permitted to be disclosed or undertaken or arranged to
disclose to any person other than SCL any of its know-how, trade secrets, confidential
information, price lists or lists of customers or suppliers.(e)
    
    each JV Group Company is not subject to any secrecy agreement or agreement
which may restrict the use or disclosure of information.(f)
    
    nothing has been done or omitted by any JV Group Company which would enable any
licensee under a licence granted by it to be terminated or which in any way constitutes
a breach of the terms of any licence.
 21.
    
    Subsidiaries and Associated CompaniesSave for the one hundred per cent. (100%) equity interest in ANST held by MAT, MAT is not
the legal or beneficial owner or holder of any share or has any interest of any description
in any other corporation and does not have any associated company (that is to say, a company
which falls to be treated as such under the Hong Kong Accounting Standards).
 22.
    
    Property
 (a)
    
    Title:
 (i)
    
    The Property comprises all the properties occupied by each JV
Group Company or otherwise used in connection with their businesses.(ii)
    
    The Property which is occupied or otherwise used by each JV
Group Company in connection with its businesses is occupied or used by right of
ownership or under lease or licence, the terms of which permit the occupation
or use.(iii)
    
    The JV Group Company is the legal and beneficial owner of the
Property.(iv)
    
    The information provided to SCL as to the tenure of the
Property, the principal terms of the leases or licences held by the JV Group
Company, and the principal terms of the tenancies and licences subject to and
with the benefit of which the Property is held is accurate in all respects.
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(v)
    
    The JV Group Company has a good and marketable title to the
Property.(vi)
    
    There are no outstanding actions, disputes, claims or demands
between any JV Group Company and any third party relating to the Property or
any neighbouring property.
 (b)
    
    Encumbrances:
 (i)
    
    The Property is free from any Encumbrance securing the
repayment of monies or any other obligation or liability of each JV Group
Company, or any other party.(ii)
    
    The Property is not subject to any outgoings, other than those
arising in the ordinary course of business such as property tax, water rates
and insurance premiums (and, in the case of leasehold properties, rent and
service charges).(iii)
    
    The Property is not subject to any restrictive covenants,
stipulations, easements, profits a prendre,wayleaves, licences, grants,
restrictions, overriding interests or other similar rights vested in third
parties.(iv)
    
    Where any of the matters referred to in paragraphs 22(b)(i),
(ii) and (iii) have been disclosed in the Memorandum of Disclosure, the
obligations and liabilities imposed and arising under them have been fully
observed and performed, and any payments in respect of them due and payable
have been fully paid on or before the relevant due date.(v)
    
    The Property is not subject to any option, right of pre-emption
or right of first refusal.(vi)
    
    The Property is free from any land charge, caveat, inhibition
or notice, and no matter exists which is capable of registration against the
Property.
 (c)
    
    Planning Matters:
 (i)
    
    The use of the Property is the permitted use for the purposes
of any legislation relating to planning and use of real property.(ii)
    
    From the date of purchase of the Property by Wuxi CRM (PRC),
all requisite planning permission has been obtained for the development of the
Property and since such date, no such permission has been suspended or called
in and no application for planning permission is awaiting decision.(iii)
    
    From the date of purchase of the Property by Wuxi CRM (PRC),
building regulation consents have been obtained with respect to all development
alterations and improvements to the Property since such date.(iv)
    
    Wuxi CRM (PRC) has complied and is complying in all respects
with planning permissions, orders, and regulations issued under the relevant
legislation relating to planning and use of real property and building
regulation consents and bye-laws for the time being in force with respect to
the Property.(v)
    
    The Property is not listed as being of special historic or
architectural importance or located in a conservation area.
 (d)
    
    Statutory Obligations:
 (i)
    
    Wuxi CRM (PRC) and each JV Group Company has complied and is complying
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with all applicable statutory and bye-law requirements with respect
to the Property.
 (ii)
    
    There is no outstanding and unobserved and unperformed
obligation with respect to the Property necessary to comply with the requirements (whether formal or
informal) of any competent authority exercising statutory or delegated
powers.
 (e)
    
    Adverse Orders:
 (i)
    
    There are no compulsory notices, orders or resolutions
affecting the Property which have been received by Wuxi CRM (PRC) or any JV
Group Company, and there are no circumstances known to the Covenantors (or any
of them) which are likely to lead to any being made.(ii)
    
    There are no closing, demolition or clearance orders,
enforcement notices or stop notices affecting the Property which have been
received by Wuxi CRM (PRC) or any JV Group Company, and there are no
circumstances known to the Covenantors (or any of them) which is likely to lead
to any being made.
 (f)
    
    Conditions of the Property:
 (i)
    
    The buildings and other structures on the Property are in good
and substantial repair and fit for the purposes for which they are used.(ii)
    
    There are no disputes with any neighbouring owner with respect
to boundary walls and fences, or with respect to any easement or right over or
means of access to the Property.(iii)
    
    The principal means of access to the Property are over roads
which have been taken over by the local or other highway authority and which
are maintainable at the public expense, and no means of access to the Property
is shared with any other party nor subject to rights of determination by any
other party.(iv)
    
    The Property enjoys the main services of water, gas, sewerage,
drainage and electricity sufficient or desirable for the requirements of each
JV Group Company, including its expansion and development thereof.(v)
    
    The Property is not located in an area or subject to
circumstances particularly susceptible to flooding.
 (g)
    
    Insurance:
 (i)
    
    The Property is insured in accordance with the terms of the
insurance policies disclosed to SCL.(ii)
    
    All premiums payable in respect of insurance policies with
respect to the Property which have become due have been duly paid, and no
circumstances have arisen which would vitiate or permit the insurers to avoid
the policies.(iii)
    
    The information in the Memorandum of Disclosure with respect
to insurance policies is accurate in all respects.
 (h)
    
    Leasehold properties:
 (i)
    
    The JV Group Companies where applicable has paid the rent and observed and
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performed the covenants on the part of the tenant and the
conditions contained in any leases (which expression in this paragraph 22(h)
includes underleases) under which the Property is held and the last demand (or
receipts for rent if issued) were unqualified, and all the leases are valid and
in full force.
 (ii)
    
    All licences, consents and approvals required from the
landlords and any superior landlords under any leases of the Property have been
obtained, and the covenants on the part of the tenant contained in the
licences, consents and approvals have been duly performed and observed.(iii)
    
    There are no rent reviews under the leases of the Property
held by any JV Group Company in progress.(iv)
    
    No obligation necessary to comply with any notice or other
requirement given by the landlord under any leases of the Property is
outstanding and unobserved and unperformed.(v)
    
    There is no obligation to reinstate the Property by removing or
dismantling any alteration made to it by Wuxi CRM (PRC) or any JV Group Company
or any predecessor in title to Wuxi CRM (PRC) or JV Group Company.
 (i)
    
    Tenancies:
 (i)
    
    The Property is held subject to and with the benefit of the
tenancies (which expression in this paragraph 22(i) includes sub-tenancies) as
set out in the Memorandum of Disclosure and no others.(ii)
    
    With respect to the tenancies, there have been disclosed in the
Memorandum of Disclosure particulars of:
 (A)
    
    the rent and any rent reviews and, with respect
to rent reviews, the date for giving notice of exercise of the reviews
and the operative review date;(B)
    
    the term and any rights to break or renew the
term;(C)
    
    the obligations of the landlord and tenant in
respect of outgoings, repairs, insurance services and service charge;(D)
    
    any options, pre-emption or first refusal
rights, including in particular, the option of ANST to rent our
additional space measuring 7,200m2 from Wuxi CRM (PRC) on
terms to be agreed between ANST and Wuxi CRM (PRC);(E)
    
    the use required or permitted under the terms
of the tenancies;(F)
    
    any entitlement of a tenant of the whole or any
part of the Property to compensation on quitting the premises let to
him in respect of disturbance and improvements or otherwise; and(G)
    
    short particulars of any sub-tenancies derived
out of such tenancies.
 (iii)
    
    each of the Covenantors is not aware of any breaches of
covenant by a tenant of the Property including the covenants to pay rent.(iv)
    
    True, complete and correct copies of all tenancies have been
delivered by the Covenantors to SCL.
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23.
    
    Corporate Matters
 (a)
    
    Each JV Group Company has been duly incorporated and is validly existing under
the laws of its country of incorporation and is not in receivership or liquidation.
Each JV Group Company has not taken steps to enter into liquidation and each of the Covenantors is
not aware of any petition being presented for the winding up of any JV Group Company
and each of the Covenantors is not aware of any grounds on which a petition or
application could be based for the winding up or appointment of a receiver of MAT.(b)
    
    The SCL New Shares constitute in aggregate twenty-five per cent. (25%) of the
Enlarged Issued Share Capital as at Completion.(c)
    
    Each JV Group Company does not have and has never had any place of business or
branch or permanent establishment outside its jurisdiction of incorporation.(d)
    
    Each JV Group Company has not reduced, repaid or purchased any of its share
capital, and there are no options or other agreements outstanding which call for the
issue of or accord to any person the right to call for the issue of any shares in the
capital of the JV Group Company or the right to require the creation of any Encumbrance
over any shares in its share capital.(e)
    
    Each JV Group Company has complied with its memorandum and articles of
association (or equivalent constitutive documents) in all respects and none of the
activities, agreements, commitments or rights of the JV Group Company is ultra viresor
unauthorised.(f)
    
    All governmental approvals, licences and authorisations which were necessary or
desirable in connection with the incorporation of each JV Group Company, the allotment
or transfer of shares in each JV Group Company to the present and former holders
thereof and the activation of each JV Group Company (including the appointment of
directors) were duly obtained and such approvals, licences and authorisations (and of
all amendments and supplements thereto) have been disclosed to SCL.(g)
    
    Each JV Group Company shall be free of any debt or liability of any nature
whatsoever (whether actual, contingent or otherwise) other than those arising from
ordinary course of business as at the Completion Date.(h)
    
    As at the Completion Date, each JV Group Company has paid and discharged all
its debts and liabilities which have matured or become due or are expressed to be due.
 24.
    
    Fees, Commissions and Brokerage
 (a)
    
    No person is entitled to recover from any JV Group Company any finders fees,
brokerage or other commission in connection with the allotment and issue by any JV
Group Company, and/or the subscription by SCL, of the SCL New Shares (or any of them)
under this Agreement.(b)
    
    No claim or demand for payment of commission, legal or accountancy fees or
other payments has been or will be made against any JV Group Company by any person
directly or indirectly in connection with the negotiations leading to this Agreement.
 25.
    
    Computers and Computer Systems
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(a)
    
    All the computers and computer systems (including without limitation, computer
servers) owned by each JV Group Company or used by or on behalf of each JV Group
Company (including software, peripherals, communications links and storage media):
 (i)
    
    are in full operating order and are fulfilling the purposes for
which they were acquired or are established in an efficient manner without
material downtime or errors;(ii)
    
    have adequate capacity for its present needs;(iii)
    
    have adequate security, back-ups, duplication, hardware and
software support and maintenance (including emergency cover) and trained
personnel to ensure:
 (A)
    
    that breaches of security, errors and
breakdowns are kept to a minimum; and(B)
    
    that no disruption will be caused to its
business or any part thereof in the event of a breach of security,
error or breakdown;
 (iv)
    
    are properly documented by written technical descriptions and
manuals so as to enable them to be used and operated by any reasonably
qualified personnel; and(v)
    
    are under its sole control, are located in premises within the
BVI or PRC, owned or leased by it, are not shared with or used by or on behalf
of or accessible by any other person and (save for software licensed to it) are
owned or leased by it.
 (b)
    
    All software used on or stored or resident in the said computers or computer
systems:
 (i)
    
    perform efficiently in accordance with their respective
specification and does not contain any defect or feature which may adversely
affect their respective performance or the performance of any other software in
the future or in any future circumstances;(ii)
    
    are lawfully held and used and does not infringe the copyright
or other Intellectual Property Rights of any person and all copies held have
been lawfully made;(iii)
    
    as to the copyright therein:
 (A)
    
    in the case of software written or commissioned
by any of the JV Group Company, are owned exclusively by it, no other
person has rights therein or rights to use or copies of the software or
source codes, and complete written listings and written copies of the
source codes for the software are held by it;(B)
    
    in the case of standard package software
purchased outright, are licensed to it on an express or implied licence
which does not require it to make any further payments, are not
terminable without its consent and which imposes no restrictions (save
as to copying) on the use or transfer of the software; and(C)
    
    in the case of all other software, is licensed
to it on the terms of a written licence (a true and complete copy of
which is annexed to the Memorandum of Disclosure) which requires
payment by it of a fixed annual licence fee at a rate not exceeding
that paid in the financial year
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ended on the Balance Sheet Date but (save for reasonable fees for software support) requires it to make no
further or other payment, is not terminable (save for failure to pay
the licence fee) without its consent and imposes no restrictions (save
as to copying) on the use or transfer of the software.
 (c)
    
    No software owned by or licensed to any of the JV Group Company is used by or
licensed or sub-licensed by it to any other person.(d)
    
    All records and data stored by electronic means are capable of ready access
through the present computer systems of JV Group Companies.(e)
    
    No person is in a position, by virtue of his rights in, knowledge of or access
to any of the computer systems used by any of the JV Group Company or any part of them
(including software) or to demand any payment in excess of any current licence fee or
in excess of reasonable remuneration for services rendered, or to impose any onerous
condition, in order to preserve the proper and efficient functioning of the computer
systems in the future.(f)
    
    The appropriate employees are adequately trained to enable them to use and
operate the computer systems owned or used by each JV Group Company (including
software, peripherals and storage media) to the full extent of the capabilities of
those systems without assistance from any other person.(g)
    
    The computer systems (including without limitation, computer servers) owned by
each JV Group Company or used by or on behalf of each JV Group Company (including
software, peripherals, communications links and storage media) will be Date Compliant
on and from the Completion Date and without limiting the generality of the above:
 (i)
    
    such computer systems will continue to process data correctly
and consistently with reference to any and all dates, including without
limitation, any date in any century or leap year;(ii)
    
    the performance and functionality of such computer systems will
not be adversely affected by any date or any change of date used by or stored
within such computer systems, including without limitation, to any date or
change of date after the Completion Date; and(iii)
    
    all output from such computer systems including without
limitation, any output for any interface to other hardware, software or systems
will in relation to any date contained within such output explicitly and
unambiguously identify the date in full, including without limitation, the
century within which the date falls.
 For the purposes of this paragraph 25(g), Date Compliant means, in respect
of a computer system, that it can continue to process function and perform with
reference to any and all dates or change of date including without limitation, any
date in any century or leap year.
 26.
    
    Environmental Matters
 (a)
    
    Each JV Group Company has at all times complied with all environmental
legislation in force, relevant or applicable to each JV Group Company in the BVI or the
PRC or elsewhere (the Environmental Legislation) and there is nothing in, on,
over or under the Property the presence, existence or condition of which constitutes a
breach of such Environmental Legislation nor is there or has there been any
manufacturing, storage,
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generation, servicing, treatment, disposal or other process carried on at the Property in such a way as to amount to a breach of the same.
 (b)
    
    No written complaints have been received from any third party (including any
employee of the JV Group Companies or governmental, regulatory, supervisory or
administrative body) with regard to any breach of the Environmental Legislation in
connection with the Property and the development and construction thereon and, after
due and careful enquiry, each of the Covenantors is not aware of any events,
circumstances or matters which may lead to such complaint.(c)
    
    No toxic industrial waste or toxic substance (as defined in any Environmental
Legislation) or any other similar substance (howsoever termed) has been spilt,
released, discharged or disposed in the soil or water in, under, around or upon the
Property.(d)
    
    ANST is, and at all times has been, in compliance with the Pollution Discharge
License (CHINESE CHARACTERS) and Drainage License (CHINESE CHARACTERS). All activities undertaken and
currently undertaken by ANST, including but not limited to the following, are in
compliance with the Environmental Legislation and the Pollution Discharge License and
Drainage License: (1) the common acid waste water is discharged to Meicun Waste Water
Treatment Plant (CHINESE CHARACTERS) through a special pipe after it is treated by Wuxi CRM
(PRC); (2) the plating water waste containing TPb(CHINESE CHARACTERS) and TSn(CHINESE CHARACTERS) is discharged to
Meihua Bang (CHINESE CHARACTERS), a river near ANST, after it is treated by Wuxi CRM (PRC); (3)
domestic sewage or sanitary sewage waste water is discharged to Meicun Waste Water
Treatment Plant (CHINESE CHARACTERS) through a special pipe.
 27.
    
    Banking and Finance
 (a)
    
    Each JV Group Company does not have any bank, building society or other similar
account (whether in credit or overdrawn) other than its current account at the banks
disclosed or referred to in the Memorandum of Disclosure and details of that account,
including the overdraft limit thereon, and a copy of the relevant bank mandate is set
out in the Memorandum of Disclosure and there have been no payments out of or drawings
against the said account except for payment in the ordinary and proper course of
business, and the balance on that account is not now substantially different from the
balance stated in the Memorandum of Disclosure.(b)
    
    Each JV Group Company does not have any liabilities in the nature of borrowings
or in respect of debentures or negotiable instruments other than cheques drawn in the
ordinary course of business on the bank account referred to in paragraph 27(a) and each
JV Group Company is not a party to any loan agreement, facility letter or other
agreement for the provision of credit or financing facilities to it or any agreement
for the sale, factoring or discounting of debts.(c)
    
    No circumstances have arisen which could now (or which could with the giving of
notice or lapse of time or both) entitle a provider of finance to any JV Group Company
(other than on a normal overdraft facility) to call in the whole or any part of the
monies advanced or to enforce its security, and no provider of finance to it on
overdraft facility has demanded repayment or indicated that the existing facility will
be withdrawn or reduced or not renewed or that any terms thereof will be altered to its
disadvantage. None of the credit lines or facilities or any offers of any JV Group
Company in respect thereof shall be terminated, revoked or reviewed as a consequence of
the change in shareholdings upon Completion.(d)
    
    All of the borrowings of any JV Group Company may be repaid by it at any time
at no more than one months notice and without any premium or penalty (howsoever called) on
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repayment.
 (e)
    
    Other than as disclosed in item 56 of the Memorandum of Disclosure, neither JV
Group Company has engaged in any borrowing or financing Transaction or arrangement
which does not appear as borrowings in the Audited Accounts or Management Accounts.(f)
    
    None of the JV Group Companies or any other person has given or undertaken to
give any security or guarantee for any of its liability.(g)
    
    Each JV Group Company has not given or undertaken to give any security or
guarantee for any liability of any person.
 28.
    
    Contracts
 (a)
    
    None of the contracts or purported contracts of any JV Group Company is void,
voidable or unenforceable by it. Each JV Group Company is not in breach of any of its
contractual obligations and no other party to any contract to which the JV Group
Company is a party is in breach of that contract or is unlikely to be able or willing
to fulfil its contractual obligations.(b)
    
    No event or omission has occurred or been permitted to arise which would
entitle any third party to terminate prematurely any contract to which the JV Group
Company is a party or call in any money or enforce any obligation before the date on
which payment or performance would normally be due.(c)
    
    Each JV Group Company has complete and accurate records of the terms of all
contracts to which it is a party or by which it is bound.(d)
    
    The material contracts entered into by each JV Group Company are listed in the
Memorandum of Disclosure in relation to MAT.
 29.
    
    Customers and Suppliers
 (a)
    
    The loss of any single supplier to or customer of any JV Group Company would
not have a material effect on its business.(b)
    
    So far as each of the Covenantors is aware, there has been no express
communication by any customer, supplier and/or employee of any JV Group Company which
would indicate that the attitudes, actions or prices of such customer, supplier and/or
employee (with regard to the JV Group Company) will be prejudicially affected by the
execution or completion of this Agreement.
 30.
    
    Product Liabilities
 (a)
    
    Save for any condition or warranty implied by law, each JV Group Company has
not given any guarantee condition or warranty or made any representation in respect of
goods or services supplied or contracted to be supplied by it or accepted any
obligation which could give rise to any liability after any such goods or services have
been supplied by it.(b)
    
    Each JV Group Company has no reason to believe that any products or line of
goods currently in stock or in the course of production or any material proportion
thereof is not or will not prove to be of merchantable quality and fit for its purpose.(c)
    
    Each JV Group Company has not received notice of any claim which remains
outstanding alleging any defect in or lack of fitness for purpose of any goods supplied
by
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the JV Group Company, nor to the best of the knowledge, information and belief of
the Covenantors, are there any circumstances which could give rise to any such claim.
 (d)
    
    Each JV Group Company has not received notice of any claim which remains
outstanding alleging the failure to perform, either properly or at all, any services
performed or to be performed by the JV Group Company nor to the best of the knowledge,
information and belief of the Covenantors, are there any circumstances which could give
rise to any such claims.(e)
    
    Save for any condition or warranty implied by law, each JV Group Company has
not agreed to take back any defective goods or to effect repairs to any goods free of
charge or otherwise or to issue a credit note or to write off or reduce indebtedness
in respect of any goods or services supplied by it.
 31.
    
    Insolvency
 (a)
    
    No order has been made or petition presented or resolution passed for the
winding-up or administration of any JV Group Company, nor are there any grounds on
which any person would be entitled to have any JV Group Company wound-up or placed in
administration, nor has any person threatened to present such a petition or convened or
threatened to convene a meeting of any JV Group Company to consider a resolution to
wind up JV Group Company or any other resolutions, nor has any step been taken in
relation to any JV Group Company under the law relating to insolvency or the relief of
debtors in any part of the world.(b)
    
    No distress, execution or other process has been levied on any asset owned or
used by any JV Group Company, nor has any person threatened any such distress,
execution or other process.(c)
    
    No person has appointed or threatened to appoint or become entitled to appoint
a receiver or receiver and manager or other similar officer of any JV Group Companys
business or assets or any part of them.(d)
    
    The JV Group Companies has not ceased trading nor stopped payment to its
creditors and there are no grounds on which any of the JV Group Companies could be
found to be unable to pay its debts within the meaning of the laws of the BVI and PRC,
as the case may be.(e)
    
    No composition in satisfaction of the debts of MAT, or scheme of arrangement of
its affairs, or compromise or arrangement between it and its creditors and/or members
or any class of its creditors and/or members, has been proposed, sanctioned or
approved.(f)
    
    No event has occurred causing or which upon intervention or notice by any third
party may cause any floating charge created by any JV Group Company to crystallise or
any charge created by any JV Group Company to become enforceable, nor has any such
crystallisation occurred nor is such enforcement in process.(g)
    
    In relation to any property or assets held by each JV Group Company under any
hire purchase, conditional sale, chattel leasing or retention of title agreement or
otherwise belonging to a third party, no event has occurred which entitles, or which
upon intervention or notice by a third party may entitle, the third party to repossess
the property or assets concerned or terminate the agreement or any licence in respect
of the same.
 32.
    
    Illegal Payments
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None of the JV Group Companies or the director, officer, agent, employee or other person
associated with or acting on behalf of any JV Group Company has (i) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) made any direct or indirect unlawful payment to any foreign or
domestic government official or employee from corporate funds; or (iii) made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment.
 
 SCHEDULE 9
 
 LIMITATIONS ON LIABILITY
 1.
    
    Notwithstanding anything to the contrary in this Agreement, the provisions in this Schedule
shall operate to limit the liability of the Covenantors under and in respect of certain
Warranties and their liability under Clause 8.1(b) of this Agreement, the Covenantors shall
not be liable:
 (a)
    
    in respect of any claim for breach of Warranty or under Clause 8.1(b) of this
Agreement, unless the amount of the claim (together with the aggregate amount of any
previous claims) shall exceed a total sum of US$500,000 (the Minimum Sum)
(for the purposes of the aggregation, individual claims below US$100,000 shall not be
taken into consideration), and in that event, the Covenantors shall be jointly and
severally liable for the entire amount claimed (and not only for such amount in excess
of the Minimum Sum);(b)
    
    in respect of any claim for breach of Warranty or under Clause 8.1(b) of this
Agreement, for and to the extent of the amount that exceeds USD$5,000,000 such that the
aggregate amount of the liability of the Covenantors for all claims for breach of
Warranty and under Clause 8.1(b) of this Agreement shall not exceed US$5,000,000 except
that in the case of any claim in respect of a breach of any of the Warranties set out
in Paragraphs 5, 6, 26, 30 and 32 of Schedule 8 of this Agreement, the liability of the
Covenantors shall be without limitation;(c)
    
    in respect of any claim for breach of Warranty or under Clause 8.1(b) of this
Agreement unless notice of such claim is given in writing by SCL to the Covenantors
setting out full details of the specific matter in respect of which the claim is made
including an estimate of the amount of such claim, if practicable, within three (3)
years following Completion except that there shall be no time limit in relation to a
claim under Paragraphs 5, 6, 26, 30 and 32 of Schedule 8 of this Agreement; and any
such claim other than claims under Paragraphs 5, 6, 26, 30 and 32 of Schedule 8 shall
(if it has not been previously satisfied, settled or withdrawn) be deemed to be
withdrawn after 30 June 2010 unless legal proceedings in respect of it (i) have been
commenced by being both issued and served, and (ii) are being pursued with reasonable
diligence;(d)
    
    in respect of any liability which is contingent unless and until such
contingent liability becomes an actual liability and is due and payable; and(e)
    
    in respect of any claim for any losses suffered by SCL to the extent of any
corresponding savings by or net benefit to SCL or any subsidiary of SCL arising
therefrom.
 2.
    
    All Parties shall procure that all commercially reasonable steps shall be taken and all
commercially reasonable assistance shall be given to avoid or mitigate any losses which in the
absence of mitigation might give rise to a liability in respect of any claim under this
Agreement.3.
    
    Conduct of Claims:
 (a)
    
    NotificationIf SCL becomes aware of a claim against the Covenantors under this Agreement, notice
of that fact shall be given as soon as practicable to the Covenantors.(b)
    
    Investigation by the CovenantorsWithout prejudice to the validity of the claim or alleged claim in question, SCL
shall allow the Covenantors to investigate the matter or circumstance alleged to
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claim and for such purpose SCL shall give subject to its being paid all reasonable
costs and expenses, all such information and assistance as the Covenantors may
reasonably request.
 (c)
    
    Third Party Claim/LiabilityIf the claim in question is a result of, or in connection with, a claim by or
liability to a third party then:
 (i)
    
    no admission of liability shall be made by or on behalf of SCL
and the claim shall not be compromised, disposed of or settled without the
consent of the Covenantors;(ii)
    
    the Covenantors shall be entitled at their own expense and in
their absolute discretion to take such action as they shall deem necessary to
avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim
or liability (including, without limitation, making counterclaims or other
claims against third parties) and to have the conduct of any related
proceedings, negotiations or appeals; and(iii)
    
    SCL will give, subject to its being paid all reasonable costs
and expenses, all such information and reasonable assistance for the purpose of
avoiding, disputing, denying, defending, resisting, appealing, compromising or
contesting any such claim or liability as the Covenantors may reasonably
request.
 4.
    
    If, before the Covenantors pay an amount in discharge of any claim under this Agreement, SCL
recovers (whether by payment, discount, credit, relief or otherwise) from a third party a sum
which is the subject matter of the claim, SCL shall procure that any such actual recovery
(less any reasonable costs incurred in such recovery and less any taxation attributable to the
recovery after taking account of any tax relief available in respect of any matter giving rise
to the claim) shall pro tantoreduce or satisfy, as the case may be, such claim.5.
    
    If the Covenantors pay an amount in discharge of any claim under this Agreement and SCL
subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third
party, and is entitled to retain, a sum which is referable to the subject matter of the claim
and which would not otherwise have been received by SCL, SCL shall pay to the Covenantors an
amount equal to (i) the sum recovered from the third party less any reasonable costs and
expenses incurred in obtaining such recovery, or (ii) if less, the amount previously paid by
the Covenantors to SCL less any taxation attributable to it.6.
    
    SCL shall not be entitled to recover from the Covenantors under this Agreement more than once
in respect of the same loss suffered.7.
    
    In calculating the liability of the Covenantors for any breach of this Agreement, there shall
be taken into account the amount (if any) by which any taxation for which SCL would otherwise
have been accountable or liable to be assessed is actually reduced or extinguished as a result
of the matter giving rise to such liability or any repayment of taxation attributable to the
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SCHEDULE 10
 
 PROPERTIES
 No.
    
    Contract
    
    Property
    
    Landlord
    
    Tenant1
    
    Premises Leasing Agreement
    
    Building (22,468.35m2)
located at New Area
B-26A, B-27
    
    Wuxi CRM (PRC)
    
    ANST2
    
    Premises Leasing Agreement
    
    Building
(6,889.06m2) located at M3,
M4 and No.2
    
    Wuxi CRM (PRC)
    
    ANST3
    
    Premises Leasing Agreement
    
    Building (1,000m2) located at New Area Changjiang Road C2-1
    
    Management Centre
of Information
Industry and
Technology Park of
Wuxi New Area
    
    ANST