Ex-4.41 Subscription Agreement dated June 22, 2006



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Exhibit 4.41




DATED THE 22ND DAY OF JUNE 2006




Between




STATS CHIPPAC LTD.




And




CHINA RESOURCES LOGIC LIMITED




And




MICRO ASSEMBLY TECHNOLOGIES LIMITED




And




WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED




 





SUBSCRIPTION AGREEMENT




 





WONG PARTNERSHIP

Advocates & Solicitors • Notaries Public • Commissioners for Oaths

Agents for Trade Marks & Patents

One George Street

#20-01

Singapore 049145

Telephone: 6416 8000

Facsimile: 6532 5711

Email: wonglaw@singnet.com.sg

Website: http://www.wongpartnership.com.sg




 









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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	HEADING	 	PAGE	 
	 
	 	 	 	 	 	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	ISSUE AND SUBSCRIPTION OF NEW SHARES	 	 	6	 
	 
	 	 	 	 	 	 
	3.
	 	INTENTIONALLY OMITTED	 	 	7	 
	 
	 	 	 	 	 	 
	4.
	 	COMPLETION	 	 	7	 
	 
	 	 	 	 	 	 
	5.
	 	WARRANTIES	 	 	9	 
	 
	 	 	 	 	 	 
	6.
	 	COVENANTS AND UNDERTAKINGS	 	 	12	 
	 
	 	 	 	 	 	 
	7.
	 	INTENTIONALLY OMITTED	 	 	13	 
	 
	 	 	 	 	 	 
	8.
	 	INDEMNITY	 	 	13	 
	 
	 	 	 	 	 	 
	9.
	 	CONFIDENTIALITY	 	 	14	 
	 
	 	 	 	 	 	 
	10.
	 	ANNOUNCEMENTS	 	 	15	 
	 
	 	 	 	 	 	 
	11.
	 	COSTS	 	 	15	 
	 
	 	 	 	 	 	 
	12.
	 	GENERAL	 	 	15	 
	 
	 	 	 	 	 	 
	13.
	 	ILLEGALITY	 	 	16	 
	 
	 	 	 	 	 	 
	14.
	 	NOTICES	 	 	16	 
	 
	 	 	 	 	 	 
	15.
	 	REMEDIES AND WAIVERS	 	 	17	 
	 
	 	 	 	 	 	 
	16.
	 	TIME OF ESSENCE	 	 	18	 
	 
	 	 	 	 	 	 
	17.
	 	FORCE MAJEURE	 	 	18	 
	 
	 	 	 	 	 	 
	18.
	 	COUNTERPARTS	 	 	18	 
	 
	 	 	 	 	 	 
	19.
	 	GOVERNING LAW AND ARBITRATION	 	 	18	 
	 
	 	 	 	 	 	 
	SCHEDULE 1	 	 	 	 
	 
	 	 	 	 	 	 
	PARTICULARS OF WUXI CRM	 	 	20	 
	 
	 	 	 	 	 	 
	PARTICULARS OF MAT (PRIOR TO COMPLETION)	 	 	21	 
	 
	 	 	 	 	 	 
	PARTICULARS OF ANST	 	 	22	 
	 
	 	 	 	 	 	 
	SCHEDULE 2	 	 	 	 
	 
	 	 	 	 	 	 
	INFORMATION ON THE SHARE CAPITAL OF THE JV GROUP COMPANIES AT COMPLETION	 	 	23	 






 









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











 









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THIS SUBSCRIPTION AGREEMENT is made on the 22nd day of June 2006



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 as follows:








	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 - B
	 
	 	 	 	Where
	 
	 	 	 	A 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; and
	 
	 	 	 	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.






	 	 	“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 Proportion
	 
	 	 	 	 
	SCL
	 	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 passu in
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 7829
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	10 Ang Mo Kio Street 65 Techpoint #05-17/20 Singapore 569059






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	 	Attention
	 	:
	 	Mr. Choong, Chan Yong, Vice President, Corporate Strategy
	 
	 	 	 	 	 	 
	 

	 	With a copy to
	 	:
	 	Ms. Taylor, Janet, General Counsel
	 
	 	 	 	 	 	 
	 

	 	CRL
	 	 	 	China Resources Logic Limited
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:

:
	 	Mr. Wang Guoping, Director and Chief Executive Officer
	 

	 	MAT
	 	:
	 	Micro Assembly Technologies Limited
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	Mr. Wang Guoping, Director and Chief Executive Officer
	 
	 	 	 	 	 	 
	 

	 	Wuxi CRM
	 	:
	 	Wuxi China Resources Microelectronics (Holdings) Limited
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	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 the Parties have hereunto set their hands.




	 	 	 	 	 
	SCL
	 	 	 	 
	 
	 	 	 	 
	SIGNED by

Tan Lay Koon

for and on behalf of

STATS ChipPAC Ltd.

in the presence of:

	 	)

)

)

)

)
	 	/s/ Tan Lay Koon
	 

	 	 	 	 
	

	 	 	 	Name: Tan Lay Koon

Title: President & CEO
	 

	 	 	 	 
	Name: 

Title:

	 	 	 	
	 
	 	 	 	 
	CRL
	 	 	 	 
	 
	 	 	 	 
	SIGNED by

Wang Guoping

for and on behalf of

China Resources Logic Limited

in the presence of:

	 	)

)

)

)

)
	 	/s/ Wang Guoping
	 

	 	 	 	 
	

	 	 	 	Name: Wang Guoping

Title: Director and Chief Executive Officer
	 

	 	 	 	 
	Name: 

Title:

	 	 	 	
	 
	 	 	 	 
	MAT
	 	 	 	 
	 
	 	 	 	 
	SIGNED by

Wang Guoping

for and on behalf of

Micro Assembly Technologies Limited

in the presence of:

	 	)

)

)

)

)
	 	/s/ Wang Guoping
	 

	 	 	 	 
	

	 	 	 	Name: Wang Guoping

Title: Director and Chief Executive Officer
	 

	 	 	 	 
	Name: 

Title:

	 	 	 	
	 
	 	 	 	 
	Wuxi CRM
	 	 	 	 
	 
	 	 	 	 
	SIGNED by

Wang Guoping

for and on behalf of

Wuxi China Resources

Microelectronics (Holdings) Limited

in the presence of:

	 	)

)

)

)
	 	/s/ Wang Guoping
	 

	 	 	 	 
	

	 	 	 	Name: Wang Guoping

Title: Director and Chief Executive Officer
	 

	 	 	 	 
	Name: 

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$4.00
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Fully Paid-up Share Capital:	 	US$4.00
	 
	 	 	 	 	 	 	 	 	 	 
	(f)	 	Par Value:	 	US$1.00
	 
	 	 	 	 	 	 	 	 	 	 
	(g)

	 	Shareholders:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name
	 	Number of Shares
	 	Percentage of issued share held

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	China Resources Microelectronics (Holdings) Limited
	 	4 		 	 	100% 		
	 
	 	 	 	 	 	 	 	 	 	 
	(h)

	 	Directors:
	 	Mr. ZHU Jinkun
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Mr. ONG Thiam Kin
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Mr. 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$1.00
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Fully Paid-up Share Capital:	 	US$1.00
	 
	 	 	 	 	 	 	 	 	 	 
	(f)	 	Par Value:	 	US$1.00
	 
	 	 	 	 	 	 	 	 	 	 
	(g)

	 	Shareholders:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name
	 	Number of Shares
	 	 Percentage of issued share held

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Wuxi CRM
	 	1 		 	 	100% 		
	 
	 	 	 	 	 	 	 	 	 	 
	(h)

	 	Directors:
	 	Mr. YU Yu
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Mr. ONG Thiam Kin
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Ms. WANG Pei Hui
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(i)

	 	Registered Agent:
	 	Morgan & Morgan Trust
Corporation Limited
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(j)

	 	Auditors:
	 	Deloitte & Touche
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(k)

	 	Financial Year:
	 	31 December
	 	 	 	 







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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:	 	RMB100,000,000
	 
	 	 	 	 	 	 	 	 
	 	 	Fully Contributed Registered

Capital:	 	RMB100,000,000
	 
	 	 	 	 	 	 	 	 
	(e)

	 	Shareholders:
	 	Registered Capital
	 	Percentage of
registered capital
held

	 
	 	 	 	 	 	 	 	 
	 

	 	MAT
	 	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	 	 	 	75	 
	SCL
	 	 	1,000,000	 	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	 	4,000,000	 	 	 	100	 






ANST




	 	 	 	 	 	 	 	 	 
	 	 	Registered Capital as at the date	 	Percentage Shareholding (%)
	 	 	hereof	 	 
	MAT
	 	RMB100,000,000	 	 	100	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	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

Cap. 291 of the laws of the British Virgin Islands




AMENDED AND RESTATED

ARTICLES OF ASSOCIATION




of




MICRO ASSEMBLY TECHNOLOGIES LIMITED




(Adopted by Member’s Resolution dated [l] 2006)




PRELIMINARY



1. Intentionally omitted.



Interpretation

2. In these Articles, if not inconsistent with the subject or context, the
words standing in the first column of the Table next hereinafter contained
shall bear the meanings set opposite to them respectively in the second column
thereof —




	 	 	 	 	 	 	 
	WORDS	 	 	 	 	 	MEANINGS
	 
	 	 	 	 	 	 
	the “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)/C
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Where
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	A 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; and
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	C 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.






     Words denoting the singular number only shall include the plural and vice versa.



     Words denoting the masculine gender only shall include the feminine gender.



     Words denoting persons shall include corporations.



     The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these Articles.



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BUSINESS



Business of the Company.

3. Subject to the provisions of the Act and Article 55A, the business of the
Company shall unless and until the Members otherwise agree be confined to being
an investment holding company holding 100% equity interest in ANST, which is an
integrated circuit assembly and test foundry provider.




PRIVATE COMPANY



Limited number of members, no public subscription, and restrictions on the transfer of shares.

4. The Company is a private company, and accordingly:





	 	(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



Authorised Share Capital.

5. The authorised share capital of the Company is US$4,000,000 divided into
4,000,000 Shares.



Prohibition of dealing in its own shares.

6. Except as is otherwise expressly permitted by the Act, the Company shall not
give, whether directly or indirectly and whether by means of the making of a
loan, the giving of a guarantee, the provision of security, the release of an
obligation or the release of a debt or otherwise, any financial assistance for
the purpose of, or in connection with, the acquisition or proposed acquisition
of shares or units of shares in the Company or its holding company.



Issue of Shares.

7. Save as provided by the Act and Article 55A, no shares may be issued by the
Directors without the prior approval of the Company in general meeting but
subject thereto and to the provisions of these Articles, the Directors may
allot or grant options over or otherwise dispose of the same to such persons on
such terms and conditions and either at a premium or at par and (subject to the
provisions of the Act) at a discount and at such time as the Company in general
meeting may approve.



7A. Subject to Article 55A and other restrictions in these Articles, shares in
the Company may be issued for such amount of consideration as the Directors may
from time to time by resolution of Directors determine, except that in the case
of shares with par value, the amount shall not be less than the par value and
in the absence of fraud


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the decision of the Directors as to the value of the
consideration received by the Company in respect of the issue is conclusive
unless a question of law is involved. The consideration in respect of the
shares constitutes capital to the extent of the par value and the excess
constitutes surplus.



Special Rights.

8. The rights attached to shares issued upon special conditions shall be
clearly defined in the Memorandum of Association or these Articles. Subject to
the Act and these Articles (including, without limitation, Article 55A), shares
in the Company may be issued by the Directors and any such shares may be issued
with such preferred, deferred, or other special rights or such restrictions,
whether in regard to dividend, voting, return of capital or otherwise as the
Directors determine.



Variation of rights.

9. If at any time the share capital is divided into different classes, the
rights attached to any class (unless otherwise provided by the terms of issue
of the shares of that class) may subject to the provisions of the Act and
Article 55A, whether or not the Company is being wound up, be varied or
abrogated with the sanction of a Special Resolution passed at a separate
general meeting of the holders of shares of the class and to every such Special
Resolution the provisions of the Act shall with such adaptations as are
necessary apply. To every such separate general meeting the provisions of
these Articles relating to general meetings shall mutatis mutandis apply.



9A. Subject to Article 55A, the Company may purchase, redeem or otherwise
acquire and hold its own shares but no purchase, redemption or other
acquisition which shall constitute a reduction in capital shall be made except
in compliance with Articles 51A and 51B.



Creation or issue of further shares with special rights.

10. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall, unless otherwise expressly provided by
the terms of issue of the shares of that class or by these Articles as are in
force at the time of such issue, be deemed to be varied by the creation or
issue of further shares ranking equally therewith.



Power to pay commission and brokerage.

11. The Company may exercise the powers of paying commission conferred by the
Act, provided that the rate per cent or the amount of the commission paid or
agreed to be paid shall be disclosed in the manner required by the Act and the
commission shall not exceed the rate of ten per cent (10%) of the price at
which the shares in respect whereof the same is paid are issued or an amount
equal to ten per cent of that price (as the case may be). Such commission may
be satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in one way and partly in the other. The Company may also on
any issue of shares pay such brokerage as may be lawful.



12. Intentionally omitted.



Exclusion of equities.

13. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust and the Company shall not be bound by or
compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any interest
in any fractional part of a share or (except only as by these Articles or by
law otherwise provided) any other rights in respect of any share, except an
absolute right to the entirety thereof in the registered holder.



Joint holders.

14. If two or more persons are registered as joint holders of any share any one
of such persons may give effectual receipts for any dividend payable in respect
of such share and the joint holders of a share shall, subject to the provisions
of the Act, be severally as well as jointly liable for the payment of all
instalments and calls and interest due in respect of such shares. Such joint
holders shall be deemed to be one Member


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and the delivery of a certificate for
a share to one of several joint holders shall be sufficient delivery to all
such holders.



Fractional part of a share.

15. No person shall be recognised by the Company as having title to a
fractional part of a share or otherwise than as the sole or a joint holder of
the entirety of such share.



Payment of instalments.

16. If by the conditions of allotment of any shares the whole or any part of
the amount of the issue price thereof shall be payable by instalments every
such instalment shall, when due, be paid to the Company by the person who for
the time being shall be the registered holder of the share or his personal
representatives, but this provision shall not affect the liability of any
allottee who may have agreed to pay the same.



Share certificates.

17. The certificate of title to shares in the capital of the Company shall be
issued under the Seal in such form as the Directors shall from time to time
prescribe and shall bear the autographic or facsimile signatures of at least
one Director and the Secretary or some other person appointed by the Directors,
and shall specify the number and class of shares to which it relates and the
amounts paid thereon. The facsimile signatures may be reproduced by mechanical
or other means provided the method or system of reproducing signatures has
first been approved by the Auditors of the Company.



Entitlement to certificates.

18. Every person whose name is entered as a Member in the Register shall be
entitled within two months after allotment or within one month after the
lodgment of any transfer to one certificate for all his shares of any one class
or to several certificates in reasonable denominations each for a part of the
shares so allotted or transferred. Where a Member transfers part only of the
shares comprised in a certificate or where a Member requires the Company to
cancel any certificate or certificates and issue new certificates for the
purpose of subdividing his holding in a different manner the old certificate or
certificates shall be cancelled and a new certificate or certificates for the
balance of such shares issued in lieu thereof and the Member shall pay a fee
not exceeding US$2 for each such new certificate as the Directors may
determine.



New certificates may be issued.

19. If any certificate or other document of title to shares or debentures be
worn out or defaced, then upon production thereof to the Directors, they may
order the same to be cancelled and may issue a new certificate in lieu thereof.
For every certificate so issued there shall be paid to the Company the amount
of the proper duty, if any, with which such certificate is chargeable under any
law for the time being in force relating to stamps together with a further fee
not exceeding US$2 as the Directors may determine. Subject to the provisions of
the Act and the requirements of the Directors thereunder, if any certificate or
document be lost or destroyed or stolen, then upon proof thereof to the
satisfaction of the Directors and on such indemnity as the Directors deem
adequate being given, and on the payment of the amount of the proper duty with
which such certificate or document is chargeable under any law for the time
being in force relating to stamps together with a further fee not exceeding
US$2 as the Directors may determine, a new certificate or document in lieu
thereof shall be given to the person entitled to such lost or destroyed or
stolen certificate or document.




RESTRICTION ON TRANSFER OF SHARES



Form of Transfer.

20. Subject to the restrictions of these Articles, any Member may transfer all
or any of his shares, but every transfer must be in writing and in the usual
common form, or in any other form which the Directors may approve. The
instrument of transfer of a share shall be signed both by the transferor and by
the transferee, and by the witness or witnesses thereto and the transferor
shall be deemed to remain the holder of the share


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until the name of the
transferee is entered in the Register in respect thereof. Shares of different
classes shall not be comprised in the same instrument of transfer.



Retention of Transfers.

21. All instruments of transfer which shall be registered shall be retained by
the Company, but any instrument of transfer which the Directors may refuse to
register shall (except in any case of fraud) be returned to the party
presenting the same.



Infant, bankrupt or unsound mind.

22. No share shall in any circumstances be transferred to any infant or
bankrupt or person of unsound mind.



Directors’ power to decline to register.

23. The Directors may, in their absolute discretion, decline to register any
transfer of shares on which the Company has a lien or to a person of whom they
do not approve or if such transfer is not made in accordance with these
Articles but shall in such event, within one month after the date on which the
transfer was lodged with the Company, send to the transferor and transferee
notice of the refusal. If the Directors refuse to register a transfer they
shall within one month of the date of application for the transfer by notice in
writing to the applicant state the facts which are considered to justify the
refusal to register the transfer.



Instrument of transfer.

24. The Directors may decline to register any instrument of transfer unless:





	 	(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.




Register of Transfers.

25. The Company shall provide a book to be called “Register of Transfers” which
shall be kept under the control of the Directors, and in which shall be entered
the particulars of every transfer of shares.



Closure of Register.

26. The Register may be closed at such times and for such periods as the Directors may from time to
time determine not exceeding in the whole thirty days in any year.



Pre-emption Rights on Transfer of Shares.

26A. (1) Notwithstanding anything to the contrary in these Articles but subject to
Article 26A(8), no Share in the Company shall be transferred to any person prior to 1
January 2011 save and except for the following:





	 	(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).





     (2) Subject to Article 26A(1) and except in respect of any transfer of
Shares in accordance with the provisions of any existing shareholders
agreement made between the Members, wherein the terms of such shareholders
agreement shall apply to such transfers, if a Member (hereinafter referred
to as the “Transferring



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Member”) wishes to Transfer any of his or its
Shares in the Company that Transferring Member shall first offer in writing
those Shares to be transferred by the Transferring Member to the other
Members in proportion (as nearly as may be) to the number of Shares held by
them inter se respectively at a price determined by the Transferring Member
(the “Offer”) and on such terms and conditions as set out in the Offer.



     (3) Subject to Article 26A(4), the Offer may be accepted by the other
Members 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.



     (4) Where some but not all of the Shares comprised in the Offer have been
accepted, the other Members who have so accepted the Offer shall for a
further period of fourteen (14) days following the fourteen (14) day period
mentioned in Article 26A(3) have the option but not the obligation:




	 	(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 se respectively 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.






     (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
Member for sale to non-Members 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 Article 26A(3) on terms and conditions not more
favourable than those comprised in the Offer.



     (6) Completion of the sale and purchase of any Shares under this Article
26A 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 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.





     (7) Any Member (being a corporation) shall be entitled at any time to
Transfer any Shares registered in his or its name to a Permitted Transferee
of that Member but so that (a) that Member 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 Member, it shall and that party shall
procure that it shall before such cessation re-Transfer such Shares to that
Member.



     (8) It shall be a condition precedent to the right of any Member to
transfer Shares that:




	 	(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



Change in Control of a Member triggering Pre-emption Rights on Transfer of Shares.

26B. 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 22 June 2006 or CRL ceases to have Control over
Wuxi CRM, then, unless otherwise waived by the other Members, this shall amount
to a default by Wuxi CRM entitling SCL to, inter alia, exercise its Default Put
Option pursuant to Article 26F and the provisions of Articles 26F(4) to (16)
shall apply mutatis mutandis.




TAG-ALONG RIGHTS



Tag-Along Rights.

26C. (1) Subject always to Article 26A, if Wuxi CRM or any Member 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 Member (the “Transferring Member”) shall promptly give written notice (the
“Notice of Transfer”) simultaneously to the Company 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.

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     (2) SCL shall have the right, exercisable upon written notice (the
“Notice of Participation”) to the Company within thirty (30) days
after the receipt of the Notice of Transfer, to inform the Company
in writing whether it elects to participate in the Transfer by the
Transferring Member 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 Article 26C(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 the Company for Transfer to the prospective purchaser one or
more share transfer forms, properly executed for Transfer, which
represent the 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 Member may Transfer in the transaction shall be
correspondingly reduced.



     (3) To the extent SCL fails to elect to participate in the Transfer
by the Transferring Member, SCL shall be deemed to have consented
to the Transfer by the Transferring Member on the terms and
conditions and to the proposed transferee set forth in the Notice
of Transfer. At the same time, the Company 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
Member, shall again be subject to the tag-along rights of SCL and
shall require compliance by the Transferring Member with the
procedures described in this Article 26C. The exercise or
non-exercise of the rights of SCL hereunder to participate in one
or more sales by the Transferring Member shall not adversely affect
SCL’s rights to participate in subsequent sales of Shares by any
Transferring Member pursuant to this Article 26C.



     (4) Upon consummation of the Transfer of the Shares pursuant to the
terms and conditions specified in the Notice of Transfer, the
Transferring Member or the Company, 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 Member shall not
Transfer to such prospective purchaser or purchasers any of its
Shares unless and until, simultaneously with such Transfer, the
Transferring Member shall purchase the Shares from SCL on the same
terms and conditions specified in the Notice of Transfer.



     (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 Articles 26A(6) and 26A(7) shall apply mutatis
mutandis.



     (6) Any purported Transfer by the Transferring Member in violation
of this Article 26C 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
the Company or the Shares purported to have been so transferred. The Company
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.



RESERVED MATTERS CALL OPTION




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26D (1) 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 Article 55A (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 the Company held by SCL and
any Permitted Transferee of SCL (“Reserved Matters Call Option Shares”). Each
Reserved Matters Call Option shall be exercisable by Wuxi CRM by serving a
notice on SCL within a period of 60 days from the date of the second attempt to
pass the relevant resolution referred to in Article 26D(1), failing which that
particular Reserved Matters Call Option shall lapse.




     (2) 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.
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 the BVI, 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 exchange and
securities council, in Singapore and the United States) shall have
been obtained and subject thereto, Wuxi CRM shall procure that all
other necessary approvals, consents and permits shall have been
obtained.



     (3) 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 the Company at any time up to
the exercise of the Reserved Matters Call Option.



     (4) 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 the Company in Hong
Kong (or at such other place as SCL and Wuxi CRM may agree in
writing) on the date falling 14 days after the exercise of the
Reserved Matters Call Option or such other date as the Wuxi CRM and
SCL may agree in writing.



     (5) On the Reserved Matters Call Option Completion, against
compliance by SCL of its obligations set out in Article 26D(6),
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.



     (6) On the Reserved Matters Call Option Completion and against
compliance with Article 26D(5) above, SCL shall deliver to Wuxi CRM
(a) a duly executed transfer form in favour of Wuxi CRM or as it
may direct; (b) the share certificates in respect of the Reserved
Matters Call Option Shares; and (c) 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, which said



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resignation shall take effect on the date of the Reserved Matters Call Option Completion.



     (7) 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 the Wuxi CRM and/or its
nominees against payment of the purchase price for the Reserved
Matters Call Option Shares to SCL.



     (8) The stamp duty payable on the transfer of the Reserved Matters
Call Option Shares, if any, shall be borne wholly by the Company.



PUT OPTION



26E (1) At any time during the Put Option Period, SCL shall have an option (the
“Put Option”) 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
Article 26E. 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.
The Put Option Notice shall state (a) the date of the Put Option Notice; (b)
the number of Option Shares; (c) the purchase price; and (d) the Put Option
Completion Date.



(2) 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.



(3) Completion of the sale and purchase of the Option Shares (the “Put Option
Completion”) shall take place at the corporate office of the Company in Hong
Kong (or at such other place as SCL and Wuxi CRM may agree in writing) on the
Put Option Completion Date.


(4) On the Put Option Completion, Wuxi CRM shall pay the total consideration
for the Option Shares calculated in accordance with Article 26E(2) 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.



(5) The restrictions on Transfer of Shares contained in Article 26A shall not
apply to the sale and transfer of Shares under this Article 26E.




TRANSFER OF SHARES : CONSEQUENCES OF TERMINATION OF EXISTING

SHAREHOLDERS AGREEMENT



26F (1) If a Member and any other Member other than the Defaulting Party (each
a “Non-Defaulting Party”) shall serve a notice of termination to terminate the
existing shareholders agreement made between the Members pursuant to the terms
thereof, each of the 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:


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	 	(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.




(2) The Default Call Option may be exercised by a Non-Defaulting Party by
serving a notice in writing (the “Default Call Option Notice”) on the
Defaulting Party within a period of 60 days from the date of the notice
specifying the breach or default pursuant to the terms of the existing
shareholders agreement made between the Members, failing which it will lapse.



(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. 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 the BVI, 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.



(4) The Default Put Option may be exercised by SCL by serving a notice in
writing (the “Default Put Option Notice”) on the Defaulting Party within a
period of 60 days from the date of the notice specifying the breach or default
pursuant to the terms of the existing shareholders agreement made between the
Members, failing which it will lapse.



(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 the BVI, 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.



(6) The purchase price of each of the Default Call Option Shares shall be the
lower of:





	 	(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




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	 	 	 	contributed and injected by SCL into
the Company at any time up to the exercise of the
Default Call Option.




(7) The purchase price of each of the Default Put Option Shares shall be the
higher of:





	 	(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.




(8) In this Article 26F the expressions “Non-Defaulting Party” and “Defaulting
Party” include the Members and the registered holders for the time being of the
Shares originally held by any of the Members but subsequently transferred by
them pursuant to the terms of the existing shareholders agreement made between
the Members to any Permitted Transferee.



(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 the Company in Hong Kong or such other
location as agreed between Wuxi CRM and SCL on the date falling 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.



(10) On the Default Option Completion, the Default Transferor(s) shall deliver
to the Default Transferee(s) (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.



(11) On the Default Option Completion and against compliance with Article
26F(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.



(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 the
Company. On payment of the purchase price to the Company, the Non-Defaulting
Party shall be deemed to have obtained a good quittance for such payment and
the Company shall cancel the share


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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
the Register as the holder of the Default Call Option Shares and the Company
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 the Company shall forthwith pay the purchase price into a separate
bank account in the Company’s name and shall hold such price in trust for the
Defaulting Party which shall be released at the written direction of the
Defaulting Party.



(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.



(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 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.



(15) The restrictions on Transfer of Shares contained in Articles 26A 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.



(16) The Members shall exercise all voting and other rights available to them
to ensure the implementation of this Article 26F and the registration of any
Transfer of any Shares pursuant to this Article 26F.




TRANSMISSION OF SHARES



Transmission on death.

27. In case of the death of a Member, the survivor or survivors, where the
deceased was a joint holder, and the executors or administrators of the
deceased, where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in the
shares, but nothing herein shall release the estate of a deceased Member
(whether sole or joint) from any liability in respect of any share held by him.



Persons becoming entitled on death or bankruptcy of Member may be registered.

28. Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may, upon producing such evidence of title as the
Directors shall require, be registered himself as holder of the share upon
giving to the Company notice in writing of such his desire or transfer such
share to some other person. If the person so becoming entitled shall elect to
be registered himself, he shall deliver or send


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to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have
another person registered he shall testify his election by executing to that
person a transfer of the share. All the limitations, restrictions and
provisions of these Articles relating to the right to transfer and the
registration of transfers shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the Member had not occurred and the
notice or transfer were a transfer executed by such Member.



Rights of unregistered executors and trustees.

29. Save as otherwise provided by or in accordance with these Articles a person
becoming entitled to a share in consequence of the death or bankruptcy of a
Member shall be entitled to the same dividends and other advantages to which he
would be entitled if he were the registered holder of the share except that he
shall not be entitled in respect thereof to exercise any right conferred by
membership in relation to Meetings of the Company until he shall have been
registered as a Member in respect of the share.



Fee for registration of probate etc.

30. There shall be paid to the Company in respect of the registration of any
probate, letters of administration, certificate of marriage or death, power of
attorney or other document relating to or affecting the title to any shares,
such fee not exceeding US$2 as the Directors may from time to time require or
prescribe.




CALLS ON SHARES



Calls on shares.

31. Subject to Article 55A the Directors may from time to time make such calls
as they think fit upon the Members in respect of any moneys unpaid on their
shares (whether on account of the nominal value of the shares or by way of
premium) and not by the terms of the issue thereof made payable at fixed times,
and each Member shall (subject to receiving at least fourteen days’ notice
specifying the time or times and place of payment) pay to the Company at the
time or times and place so specified the amount called on his shares. A call
may be revoked or postponed as the Directors may determine.



Time when made.

32. A call shall be deemed to have been made at the time when the resolution of
the Directors authorising the call was passed and may be made payable by
instalments.



Interest on calls.

33. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum due from the day appointed for payment thereof to the time
of actual payment at such rate not exceeding ten per cent per annum as the
Directors determine, but the Directors shall be at liberty to waive payment of
such interest wholly or in part.



Sum due on allotment.

34. Any sum (whether on account of the nominal value of the share or by way of
premium) which by the terms of issue of a share becomes payable upon allotment
or at any fixed date, shall for all purposes of these Articles be deemed to be
a call duly made and payable on the date, on which, by the terms of issue, the
same becomes payable, and in case of non-payment all the relevant provisions of
the Articles as to payment of interest and expenses, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly made and
notified.



Power to differentiate.

35. The Directors may on the issue of shares differentiate between the holders
as to the amount of calls to be paid and the times of payments.



Payment in advance on calls.

36. The Directors may, if they think fit, receive from any Member willing to
advance the same all or any part of the moneys (whether on account of the
nominal value of the shares or by way of premium) uncalled and unpaid upon the
shares held by him and such payments in advance of calls shall extinguish, so
far as the same shall extend, the


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liability upon the shares in respect of which it is made, and upon the moneys so received or so much thereof as from time to
time exceeds the amount of the calls then made upon the shares concerned the
Company may pay interest at such rate not exceeding ten per cent per annum as
the Member paying such sum and the Directors agree upon.




FORFEITURE AND LIEN



Notice requiring payment of calls.

37. If any Member fails to pay in full any call or instalment of a call on the
day appointed for payment thereof, the Directors may at any time thereafter
serve a notice on such Member requiring payment of so much of the call or
instalment as is unpaid together with any interest and expenses which may have
accrued.



Notice to state time and place.

38. The notice shall name a further day (not being less than fourteen days from
the date of service of the notice) on or before which and the place where the
payment required by the notice is to be made, and shall state that in the event
of non-payment in accordance therewith the shares on which the call was made
will be liable to be forfeited.



Forfeiture on non-compliance with notice.

39. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls and interest and expenses due in
respect thereof be forfeited by a resolution of the Directors to that effect.
Such forfeiture shall include all dividends declared in respect of the
forfeited share and not actually paid before the forfeiture. The Directors may
accept a surrender of any share liable to be forfeited hereunder.



Sale of shares forfeited.

40. A share so forfeited or surrendered shall become the property of the
Company and may be sold, re-allotted or otherwise disposed of either to the
person who was before such forfeiture or surrender the holder thereof or
entitled thereto, or to any other person, upon such terms and in such manner as
the Directors shall think fit, and at any time before a sale, re-allotment or
disposition the forfeiture or surrender may be cancelled on such terms as the
Directors think fit. To give effect to any such sale, the Directors may, if
necessary, authorise some person to transfer a forfeited or surrendered share
to any such person as aforesaid.



Rights and liabilities of Members whose shares have been forfeited or surrendered.

41. A Member whose shares have been forfeited or surrendered shall cease to be a
Member in respect of the shares, but shall notwithstanding the forfeiture or
surrender remain liable to pay to the Company all moneys which at the date of
forfeiture or surrender were payable by him to the Company in respect of the
shares with interest thereon at ten per cent per annum (or such lower rate as the
Directors may approve) from the date of forfeiture or surrender until payment,
but such liability shall cease if and when the Company receives payment in full
of all such money in respect of the shares and the Directors may waive payment of
such interest either wholly or in part.



Company’s lien.

42. The Company shall have a first and paramount lien and charge on every share
(not being a fully paid share) registered in the name of each Member (whether
solely or jointly with others) and on the dividends declared or payable in
respect thereof for all calls and instalments due on any such share and
interest and expenses thereon but such lien shall only be upon the specific
shares in respect of which such calls or instalments are due and unpaid and on
all dividends from time to time declared in respect of the shares. The
Directors may resolve that any share shall for some specified period be exempt
from the provisions of this Article.



Sale of shares subject to lien.

43. The Company may sell in such manner as the Directors think fit any share on
which the Company has a lien, but no sale shall be made unless some sum in
respect


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of which the lien exists is presently payable nor until the expiration
of 14 days after notice in writing stating and demanding payment of the sum
payable and giving notice of intention to sell in default, shall have been
given to the registered holder for the time being of the share or the person
entitled thereto by reason of his death or bankruptcy. To give effect to any
such sale, the Directors may authorise some person to transfer the shares sold
to the purchaser thereof.



Application of proceeds of such sales

44. The proceeds of the sale shall be received by the Company and
applied in payment of such part of the amount in respect of which the
lien exists as is presently payable and the residue, if any, shall
(subject to a like lien for sums not presently payable as existed upon
the shares before the sale) be paid to the person entitled to the
shares at the date of the sale. .



Title to shares forfeited or surrendered or sold to satisfy a lien.

45. A statutory declaration in writing that the declarant is a Director of the
Company and that a share has been duly forfeited or surrendered or sold to
satisfy a lien of the Company on a date stated in the declaration shall be
conclusive evidence of the facts stated therein as against all persons claiming
to be entitled to the share, and such declaration and the receipt of the
Company for the consideration (if any) given for the share on the sale,
re-allotment or disposal thereof together with the certificate of
proprietorship of the share under Seal delivered to a purchaser or allottee
thereof shall (subject to the execution of a transfer if the same be required)
constitute a good title to the share and the person to whom the share is sold,
re-allotted or disposed of shall be registered as the holder of the share and
shall not be bound to see to the application of the purchase money (if any) nor
shall his title to the share be affected by any irregularity or invalidity in
the proceedings in reference to the forfeiture, surrender, sale, re-allotment
or disposal of the share.




ALTERATION OF CAPITAL



Power to increase capital.

46. Subject to Article 55A, the Company in general meeting may from time to
time by Ordinary Resolution, whether all the shares for the time being
authorised shall have been issued or all the shares for the time being issued
shall have been fully called up or not, increase its capital by the creation of
new shares of such amount as may be deemed expedient.



Rights and privileges of new shares.

47. Subject to any special rights for the time being attached to any existing
class of shares and to Article 55A, the new shares shall be issued upon such
terms and conditions and with such rights and privileges annexed thereto as the
general meeting resolving upon the creation thereof shall direct and if no
direction be given as the Directors shall determine subject to the provisions
of these Articles and in particular (but without prejudice to the generality of
the foregoing) such shares may be issued with a preferential or qualified right
to dividends and in the distribution of assets of the Company or otherwise.



Issue of new Securities to Members.

48. (a) Any proposed issuance of new or additional Securities in the capital of
the Company shall before issue be offered for subscription in the first
instance to each of the Members in their respective Shareholding Proportions
and in accordance with these Articles (each offer to a Member being a
“Subscription Offer” and all such offers being the “Subscription Offers”).



     (b) Subject to Article 48(c), a Subscription Offer may be accepted
by the relevant Member 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.



     (c) Where a Subscription Offer is declined or deemed to have been


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 declined, the other Member(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 Article
48(b) have the option but not the obligation to subscribe for all
the Securities declined or deemed to be declined by the other
Member(s) (the “Declined Subscription Shares”) in their respective
Shareholding Proportion inter se or 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 Article 48(b), that Subscription
Offer(s) in respect of the Declined Subscription Shares shall be
deemed to have been declined and Article 48(d) shall apply.



     (d) Any Declined Subscription Shares not accepted for purchase
under Article 48(c) may be offered for subscription to non-Members 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.



     (e) The right of each Member to subscribe for new Securities
pursuant to this Article 48 may be assigned by such Member to any
Permitted Transferee thereof, provided that such Permitted
Transferee shall execute a deed of ratification and accession
pursuant to which such Permitted Transferee agrees that the
Securities it acquires are subject to the provisions of any
existing shareholders agreement made between the Members to the
same extent as such provisions apply or applied to the Member
assigning such rights and that such Permitted Transferee is bound
hereby as if an original party hereto.



New shares otherwise subject to provisions of Articles.

49. Except so far as otherwise provided by the conditions of issue or by these
Articles all new shares shall be subject to the provisions of these Articles
with reference to allotments, payment of calls, lien, transfer, transmission,
forfeiture and otherwise.



50. Intentionally omitted.



Power to reduce capital.

51. Subject to Article 55A, the Company may by Special Resolution reduce its
share capital subject to compliance with the applicable law and Articles 51A to
51C.



51A. No reduction of the capital shall be effected that reduces the capital of
the Company to an amount that immediately after the reduction is less than the
aggregate par value of all outstanding shares with par value and all shares with
par value held by the Company as treasury shares and the aggregate of the amounts
designated as capital of all outstanding shares without par value and all shares
without par value held by the Company as treasury shares that are entitled to a
preference, if any, in the assets of the Company upon liquidation of the Company.



51B. No reduction of capital shall be effected unless the Members or Directors
determine that immediately after the reduction the Company will be able to
satisfy its liabilities as they become due in the ordinary course of its business
and that the realisable value of the assets of the Company will not be less than
its total liabilities, other than deferred taxes, as shown in the books of the
Company and its remaining capital, and, in the absence of fraud, the decision of
the Directors as to the realisable value of the assets of the Company is
conclusive, unless a question of law is involved.



51C. Where the Company reduces its capital the Company may:



     (a) return to its Members any amount received by the Company upon the


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 issue of any of its shares;



     (b) purchase, redeem or otherwise acquire its shares out of capital; or



     (c) cancel any capital that is lost or not represented by assets
having a realisable value.




STOCK



Power to convert into stock.

52. Subject to Article 55A, the Company may by Ordinary Resolution convert any
paid up Share into stock and may from time to time by like resolution reconvert
any stock into paid up Share.



Transfer of stock.

53. The holders of stock may transfer the same or any part thereof in the same
manner and subject to the same Articles as and subject to which the Shares from
which the stock arose might previously to conversion have been transferred or
as near thereto as circumstances admit but no stock shall be transferable
except in such units as the Directors may from time to time determine, provided
that such units shall not be greater than the nominal amount of the Shares from
which the stock arose.



Rights of stockholders.

54. The holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividend, return of
capital, voting and other matters, as if they held the Shares from which the
stock arose; but no such privilege or advantage (except as regards dividend and
return of capital and the assets on winding up) shall be conferred by any such
aliquot part of stock which would not if existing in Shares have conferred that
privilege or advantage; and no such conversion shall affect or prejudice any
preference or other special privileges attached to the Shares so converted.



Interpretation

55. All such of the provisions of these Articles as are applicable to paid up
Shares shall apply to stock and the words “Share” or “Member” and “shareholder”
or similar expressions herein shall include “stock” or “stockholder”.




RESERVED MATTERS



Reserved Matters

55A. Where questions arise or resolutions are proposed at any general meeting
of the Company 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 company 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;


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     (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;



     (i) any change in the nature and/or scope of the businesses of the
JV Group Company for the time being;



     (j) any amendment to the memorandum and/or the articles of
association 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 Article 118;



     (l) establishment of and any change in the policy of distribution
of dividends from profits of the JV Group with respect to payments
to Members;



     (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 Members other than in accordance
with the terms of any existing shareholders agreement made between
the Members or these Articles, 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 the provisions of any existing
shareholders agreement made between the Members, the winding up,
dissolution or liquidation of any JV Group Company unless it shall
have become insolvent.




GENERAL MEETINGS



Annual General Meeting.

56. (a) Subject to the provisions of the Act the Company shall in each year
hold a general meeting as its Annual General Meeting in addition to any other
meetings in that year and not more than fifteen months shall elapse between the
date of one Annual General Meeting of the Company and that of the next.
Provided that so long as the Company holds its First Annual General Meeting
within eighteen months of its incorporation, it need not hold it in the year of
its incorporation or in the following year.



Extra-ordinary General Meetings.

     (b) All general meetings other than Annual General Meetings shall
be called Extraordinary General Meetings.



Time and place.

     (c) The time and place of any general meeting shall be determined
by the Directors.


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Calling Extraordinary General Meetings.

57. The Directors may, whenever they think fit, convene an Extraordinary
General Meeting and Extraordinary General Meetings shall also be convened on
such requisition or, in default, may be convened by such requisitionists, as
provided by the provisions of the Act. If at any time there are not within the
PRC sufficient Directors capable of acting to form a quorum at a meeting of
Directors, any Director may convene an Extraordinary General Meeting in the
same manner as nearly as possible as that in which meetings may be convened by
the Directors.




NOTICE OF GENERAL MEETINGS



Notice of Meetings.

58. Subject to the applicable law and the provisions of the Act as to Special
Resolutions and special notice, at least fourteen days’ notice in writing
(exclusive both of the day on which the notice is served or deemed to be served
and of the day for which the notice is given) of every General Meeting shall be
given in the manner hereinafter mentioned to such persons (including the
Auditors) as are under the provisions herein contained entitled to receive
notice from the Company at such address as it shall from time to time notify
the Company for this purpose. Provided that a General Meeting notwithstanding
that it has been called by a shorter notice than that specified above shall be
deemed to have been duly called if it is so agreed by all the Members entitled
to attend and vote thereat.



Contents of notice.

59. (a) Every notice calling a General Meeting shall specify the place and the
day and hour of the Meeting, the agenda of the business to be discussed at such
meeting and there shall appear with reasonable prominence in every such notice
a statement that a Member entitled to attend and vote is entitled to appoint a
proxy to attend and to vote instead of him and that a proxy need not be a
Member of the Company, and shall include such other documents as are necessary
to prepare the Members for any such meeting.



     (b) In the case of an Annual General Meeting, the notice shall also
specify the Meeting as such.



     (c) In the case of any General Meeting at which business other than
routine business is to be transacted, the notice shall specify the
general nature of the business; and if any resolution is to be
proposed as a Special Resolution or as requiring special notice,
the notice shall contain a statement to that effect.



Routine Business.

60. Routine business shall mean and include only business transacted at an
Annual General Meeting of the following classes, that is to say:





	 	(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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Quorum.

61. No business shall be transacted at any General Meeting unless a quorum is
present. Save as herein otherwise provided, two (2) Members, and shall include
each of SCL and Wuxi CRM, whether present personally or by representative,
attorney or proxy shall form a quorum. For the purpose of this Article,
“Member” includes a person attending by proxy or by attorney or as representing
a corporation which is a Member.



Adjournment if quorum not present.

62. If within half an hour from the time appointed for the Meeting a quorum is
not present, the Meeting if convened on the requisition of Members shall be
dissolved. In any other case it shall stand adjourned to seven (7) days
thereafter at the same time and place, and 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. No notice of any such adjournment as aforesaid shall be required
to be given to the Members.



Ordinary Resolutions.

62A. All matters raised at a General Meeting shall, unless otherwise required
by the provisions of the Act or these Articles (including, without limitation,
Article 55A), be decided by Ordinary Resolution of the Members present at the
General Meeting.



Resolution in writing.

63. Subject to the provisions of the Act and to Article 55A, a resolution in
writing signed by all the Members entitled to receive notice of a General
Meeting or being a corporation by its duly authorised representative shall have
the same effect and validity as if it had been passed at a General Meeting duly
convened, held and constituted. Any such resolution may consist of several
documents in the like form, each executed by one or more of such Members. The
expression “in writing” and “executed” include approval by electronic mail or
facsimile transmission.



Chairman.

64. The Chairman of the Board shall preside as Chairman at every General
Meeting. If there be no such Chairman or if at any Meeting he be not present
within fifteen minutes after the time appointed for holding the Meeting or be
unwilling to act, the Members present shall choose some Director to be Chairman
of the Meeting or, if no Director be present or if all the Directors present
decline to take the Chair, one of their number present, to be Chairman.



Adjournment.

65. The Chairman may, with the consent of any Meeting at which a quorum is
present (and shall if so directed by the Meeting) adjourn the Meeting from time
to time and from place to place, but no business shall be transacted at any
adjourned Meeting except business which might lawfully have been transacted at
the Meeting from which the adjournment took place. When a Meeting is adjourned
for thirty days or more, notice of the adjourned Meeting shall be given as in
the case of the original Meeting. Save as aforesaid, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned Meeting.



Method of voting.

66. At any General Meeting a resolution put to the vote of the Meeting shall be
decided on a show of hands unless a poll be (before or on the declaration of
the result of the show of hands) demanded by at least one Member present in
person or by proxy or by attorney or in the case of a corporation by a
representative and entitled to vote thereat Provided always that no poll shall
be demanded on the election of a Chairman or on a question of adjournment.
Unless a poll be so demanded (and the demand be not withdrawn) a declaration by
the Chairman that a resolution has been carried or carried unanimously or by a
particular majority or lost and an entry to that effect in the minute book
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against the resolution. A
demand for a poll may be withdrawn.



Taking a poll.

67. If a poll be duly demanded (and the demand be not withdrawn) it shall be
taken in such manner (including the use of ballot or voting papers or tickets)
as the Chairman


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may direct and the result of a poll shall be deemed to be the
resolution of the Meeting at which the poll was demanded. The Chairman may,
and if so requested shall, appoint scrutineers and may adjourn the Meeting to
some place and time fixed by him for the purpose of declaring the result of the
poll.



Votes counted in error.

68. If any votes be counted which ought not to have been counted or might have
been rejected, the error shall not vitiate the result of the voting unless it
be pointed out at the same Meeting or at any adjournment thereof and not in any
case unless it shall in the opinion of the Chairman be of sufficient magnitude.



Chairman’s casting vote.

69. In the case of equality of votes, whether on a show of hands or on a poll,
the Chairman of the Meeting at which the show of hands takes place or at which
the poll is demanded shall not be entitled to a casting vote.



Time for taking a poll.

70. A poll demanded on any question shall be taken either immediately or at
such subsequent time (not being more than thirty days from the date of the
Meeting) and place as the Chairman may direct. No notice need be given of a
poll not taken immediately.



71. The demand for a poll shall not prevent the continuance of a Meeting for
the transaction of any business, other than the question on which the poll has
been demanded.




VOTES OF MEMBERS



Voting rights of Members.

72. Subject to these Articles and to any special rights or restrictions as to
voting attached to any class of shares hereinafter issued on a show of hands
every Member who is present in person or by proxy or attorney or in the case of
a corporation by a representative shall have one vote and on a poll every such
Member shall have one vote for every share of which he is the holder.



Voting rights of joint holders.

73. Where there are joint registered holders of any share any one of such
persons may vote and be reckoned in a quorum at any Meeting either personally
or by proxy or by attorney or in the case of a corporation by a representative
as if he were solely entitled thereto and if more than one of such joint
holders be so present at any Meeting that one of such persons so present whose
name stands first in the Register in respect of such share shall alone be
entitled to vote in respect thereof. Several executors or administrators of a
deceased Member in whose name any share stands shall for the purpose of this
Article be deemed joint holders thereof.



Voting rights of Members of unsound mind.

74. A Member of unsound mind or whose person or estate is liable to be dealt
with in any way under the law relating to mental disorders may vote whether on
a show of hands or on a poll by his committee, curator bonis or such other
person as properly has the management of his estate and any such committee,
curator bonis or other person may vote by proxy or attorney, provided that such
evidence as the Directors may require of the authority of the person claiming
to vote shall have been deposited at the Office or the place appointed for the
meeting before the time appointed for holding the Meeting.



Right to vote.

75. Subject to the provisions of these Articles every Member shall be entitled
to be present and to vote at any General Meeting either personally or by proxy
or by attorney or in the case of a corporation by a representative and to be
reckoned in a quorum in respect of shares fully paid and in respect of partly
paid shares where calls are not due and unpaid.



Objections.

76. No objection shall be raised to the qualification of any voter except at
the Meeting or adjourned Meeting at which the vote objected to is given or
tendered and


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every vote not disallowed at such Meeting shall be valid for all
purposes. Any such objection made in due time shall be referred to the
Chairman of the Meeting whose decision shall be final and conclusive.



Votes on a poll.

77. On a poll votes may be given either personally or by proxy or by attorney
or in the case of a corporation by its representative and a person entitled to
more than one vote need not use all his votes or cast all the votes he uses in
the same way.



Appointment of proxies.

78. An instrument appointing a proxy shall be in writing and:





	 	(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.





     The Directors may, but shall not be bound to, require evidence of
the authority of any such attorney or officer.


Proxy need not be a Member.

79. A proxy need not be a Member of the Company.



Deposit of proxies.

80. An instrument appointing a proxy or the power of attorney or other
authority, if any, must be left at such place as is specified for the purpose
in the notice convening the Meeting or adjourned Meeting (or in the case of a
poll before the time appointed for the taking of the poll) at which it is to be
used and in default shall not be treated as valid unless the Directors
otherwise determine.



Form of proxies.

81. An instrument appointing a proxy shall be in the following form with such variations if any as
circumstances may require or in such other form as the Directors may accept and shall be deemed to include
the right to demand or join in demanding a poll:




(Name of Company)



I/We
                         
                        
                       
                      
                      
                          
                      
                       
                       
                       
                           
being a member of the above Company with                      
      
         shares,
HEREBY APPOINT                 
        
                           
                         
                                                  
                         
of                         
                     
               
 or failing him / her                         
                    
                          
      of

                   
                                       
  to be my/our proxy to vote for me/us at the meeting of members to be held on the                               
                             day of  
                             
                             
                               
         
             ,             
                              
          or any adjournment thereof.



(Any restrictions on voting to be inserted here)




Signed this              
        day of                 
                
        
,



      
               
                
             
              
                
Member        
                 
              


An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any
adjournment of the Meeting as for the Meeting to which it relates and need not be witnessed.



Intervening death or insanity of principal not to revoke proxy.

82. A vote given in accordance with the terms of an instrument of proxy (which
for


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the purposes of these Articles shall also include a power of attorney)
shall be valid notwithstanding the previous death or insanity of the principal
or revocation of the proxy, or of the authority under which the proxy was
executed or the transfer of the share in respect of which the proxy is given,
provided that no intimation in writing of such death, insanity, revocation or
transfer shall have been received by the Company at the place appointed for the
meeting (or such other place as may be specified for the deposit of instruments
appointing proxies) before the commencement of the Meeting or adjourned Meeting
(or in the case of a poll before the time appointed for the taking of the poll)
at which the proxy is used.



Corporations acting by representatives.

83. Any corporation which is a Member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit to act
as its representative at any Meeting of the Company or of any class of Members
of the Company and the person so authorised shall be entitled to exercise the
same powers on behalf of the corporation as the corporation could exercise if
it were an individual Member of the Company.




DIRECTORS



Number of Directors.

84. Subject to the provisions of the Act and Articles 55A, 91A, 91B and 91C,
and unless otherwise agreed by the Members, the number of the Directors all of
whom shall be natural persons shall be four (4).



First Directors.

85. The first directors of the Company shall be elected by the subscribers to
the Memorandum; and thereafter, the directors shall be elected by the members
for such terms as the members determine.



Qualification.

86. A Director need not be a Member and shall not be required to hold any share
qualification unless and until otherwise determined by the Company in General
Meeting but shall be entitled to attend and speak at General Meetings.



Remuneration of Directors.

87. Subject to the provisions of the Act, the remuneration of the Directors
shall be determined from time to time by the Company in General Meeting, and
shall be divisible among the Directors in such proportions and manner as they
may agree and in default of agreement equally, except that in the latter event
any Director who shall hold office for part only of the period in respect of
which such remuneration is payable shall be entitled only to rank in such
division for the proportion of remuneration related to the period during which
he has held office.



Travelling expenses.

88. The Directors shall be entitled to be repaid all travelling or such
reasonable expenses as may be incurred in attending and returning from meetings
of the Directors or of any committee of the Directors or General Meetings or
otherwise howsoever in or about the business of the Company in the course of
the performance of their duties as Directors.



Extra Remuneration.

89. Any Director who is appointed to any executive office or serves on any
committee or who otherwise performs or renders services, which in the opinion
of the Directors are outside his ordinary duties as a Director, may, subject to
the provisions of the Act, be paid such extra remuneration as the Directors may
determine.



Power of Directors to hold office of profit and to contract with Company.

90. (a) Other than the office of Auditor, a Director may hold any other office
or place of profit under the Company and he or any firm of which he is a member
may act in a professional capacity for the Company in conjunction with his
office of Director for such period and on such terms (as to remuneration and
otherwise) as the Directors may


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determine. Subject to the Act and Article 55A,
no Director or intending Director shall be disqualified by his office from
contracting or entering into any arrangement with the Company either as vendor,
purchaser or otherwise nor shall such contract or arrangement or any contract
or arrangement entered into by or on behalf of the Company in which any
Director shall be in any way interested be avoided nor shall any Director so
contracting or being so interested be liable to account to the Company for any
profit realised by any such contract or arrangement by reason only of such
Director holding that office or of the fiduciary relation thereby established.



Directors to observe provisions of the Act.

     (b) Every Director shall observe the provisions of the provisions
of the Act and the applicable laws relating to the disclosure of
the interests of the Directors in contracts or proposed contracts
with the Company or of any office or property held by a Director
which might create duties or interests in conflict with his duties
or interests as a Director. Subject to such disclosure, a Director
shall be entitled to vote in respect of any contract or arrangement
in which he is interested and he shall be taken into account in
ascertaining whether a quorum is present.



Holding of office in other companies.

91. (a) A Director may be or become a director of or hold any office or place
of profit (other than as Auditor) or be otherwise interested in any company in
which the Company may be interested as vendor, purchaser, shareholder or
otherwise and unless otherwise agreed shall not be accountable for any fees,
remuneration or other benefits received by him as a director or officer of or
by virtue of his interest in such other company.



Directors may exercise voting power conferred by Company’s shares in another
company.

     (b) Subject to Article 55A, the Directors may exercise the voting
power conferred by the shares in any company held or owned by the
Company in such manner and in all respects as the Directors think
fit in the interests of the Company (including the exercise thereof
in favour of any resolution appointing the Directors or any of them
to be directors of such company or voting or providing for the
payment of remuneration to the directors of such company) and any
such Director of the Company may vote in favour of the exercise of
such voting powers in the manner aforesaid notwithstanding that he
may be or be about to be appointed a director of such other
company.




APPOINTMENT AND REMOVAL OF DIRECTORS



91A. Each Member 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
Member constituting 25% (such multiple to be rounded up to the nearest whole
figure) of the total issued share capital of the Company on a fully diluted
basis. The right of appointment of Directors conferred on each Member under
this Article 91A shall include the right of such Member to remove from office
at any time and from time to time such person(s) appointed by such Member as a
Director and the right of such Member 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.



91B. If a Member shall cease to own such number of Shares in the capital of the
Company which entitles it to appoint that number of Director(s) it has
appointed to the Board, such Member 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 in the Company is completed so as to
ensure compliance with Article 91A 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 Member who had appointed him, or


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(regardless of whether such Director has tendered his resignation as such to the Company)
until that Member ceases to hold the qualifying number of Shares, or until such
Director is disqualified in accordance with the Articles or the Act. Save as
provided herein, no Director shall be removed by the Board.



91C. Every request for the appointment or removal of a Director by a Member
shall be in writing and signed by or on behalf of the Member appointing or
removing, as the case may be, such Director and shall be delivered to the
corporate office of the Company in Hong Kong. Whenever for any reason a person
appointed by a Member ceases to be a Director, that Member shall be entitled to
appoint forthwith another Director. The Members shall pass all such resolutions
as may be required to approve the appointment of such Director(s) as appointed
by the relevant Member in accordance with these Articles.



Directors’ power to fill casual vacancies and to appoint additional Director.

92. The Directors shall have power at any time and from time to time to appoint
any person to be a Director either to fill a casual vacancy or as an additional
Director but so that the total number of Directors shall not at any time exceed
the maximum number, if any, fixed by or in accordance with these Articles.



Removal of Directors.

93. The Company may by Ordinary Resolution remove any Director other than the
SCL Director appointed pursuant to Article 91A, before the expiration of his
period of office, notwithstanding anything in these Articles or in any
agreement between the Company and such Director.



Appointment in place of Director removed.

94. The Company may by Ordinary Resolution appoint another person in place of a
Director removed from office under Article 93.




MANAGING DIRECTORS



Appointment of Managing Directors.

95. The Directors may from time to time appoint one or more of their body to be
Managing Director or Managing Directors of the Company and may from time to
time (subject to the provisions of any contract between him or them and the
Company) remove or dismiss him or them from office and appoint another or
others in his or their places.



Resignation and removal of Managing Director.

96. A Managing Director shall subject to the provisions of any contract between
him and the Company be subject to the same provisions as to resignation and
removal as the other Directors of the Company and if he ceases to hold the
office of Director from any cause he shall ipso facto and immediately cease to
be a Managing Director.



Remuneration of Managing Director.

97. Subject to provisions of the Act, the remuneration of a Managing Director
shall from time to time be fixed by the Directors and may subject to these
Articles be by way of salary or commission or participation in profits or by
any or all of these modes.



Powers of Managing Director.

98. The Directors may from time to time entrust to and confer upon a Managing
Director for the time being such of the powers exercisable under these Articles
by the Directors as they may think fit and may confer such powers for such time
and to be exercised on such terms and conditions and with such restrictions as
they think expedient and they may confer such powers either collaterally with
or to the exclusion of and in substitution for all or any of the powers of the
Directors in that behalf and may from time to time revoke withdraw alter or
vary all or any of such powers.



VACATION OF OFFICE OF DIRECTOR


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Vacation of office of Director.




99. The office of a Director shall be vacated in any one of the following
events, namely -





	 	(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


Appointment of Alternate Directors.


100. (a) Any Director may at any time by writing under his hand and deposited
at the Office or by telefax sent to the Secretary appoint any person to be his
Alternate Director and may in like manner at any time terminate such
appointment. Any appointment or removal by telefax, telex or cable shall be
confirmed as soon as possible by letter, but may be acted upon by the Company
meanwhile.




     (b) A Director or any other person may act as an Alternate Director
to represent more than one Director and such Alternate Director
shall be entitled at Directors’ meetings to one vote for every
Director whom he represents in addition to his own vote if he is a
Director.



     (c) The appointment of an Alternate Director shall ipso facto
determine on the happening of any event which if he were a Director
would render his office as a Director to be vacated and his
appointment shall also determine ipso facto if his appointor ceases
for any reason to be a Director.



     (d) An Alternate Director shall be entitled to receive notices of
meetings of the Board and to attend and vote as a Director at any
such meeting at which the Director appointing him is not personally
present and generally, if his appointor is absent from Singapore or
is otherwise unable to act as such Director, to perform all
functions of his appointment as a Director (except the power to
appoint an Alternate Director) and to sign any resolution in
accordance with the provisions of Article 106.



     (e) An Alternate Director shall not be taken into account in
reckoning the minimum or maximum number of Directors allowed for
the time being under these Articles but he shall be counted for the
purpose of reckoning whether a quorum is present at any meeting of
the Directors attended by him at which he is entitled to vote
Provided that he shall not constitute a quorum under Article 103 if
he is the only person present at the meeting notwithstanding that
he may be an Alternate to more than one Director.



     (f) An Alternate Director may be repaid by the Company such
expenses as might properly be repaid to him if he were a Director
and he shall be entitled to



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receive from the Company such proportion (if any) of the remuneration otherwise payable to his
appointor as such appointor may by notice in writing to the Company
from time to time direct, but save as aforesaid he shall not in
respect of such appointment be entitled to receive any remuneration
from the Company.



     (g) An Alternate Director shall not be required to hold any share
qualification.



PROCEEDINGS OF DIRECTORS



Meetings of Directors.

101. (a) 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 the purposes of discussing reports and other matters (including
reviewing the investments of the Company) not less than every three (3) months.
Subject as aforesaid, the Directors may meet together for the despatch of
business, adjourn or otherwise regulate their meetings as they think fit.
Subject to the provisions of these Articles (including, without limitation,
Article 55A), questions arising at any meeting shall be determined by a
majority of votes and in case of an equality of votes the Chairman of the
meeting shall not have a second or casting vote.




     (b) 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.


Convening meetings of Directors.

102. A Director may and the Secretary on the requisition of a Director shall at
any time summon a meeting of the Directors. At least fourteen (14) days’
notice in writing (exclusive of the day on which the notice is served or is
deemed to be served) of every meeting of the Directors shall be given to every
Director. Every such notice shall specify the place, the day and the hour of
the meeting and the general nature of the business to be transacted (including
details of the agenda and any relevant papers or documents to be discussed at
such Board 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 Provided that the requirement for notice may be waived or shorter notice
may be accepted if it is so agreed in writing by all the Directors entitled to
attend and vote thereat.


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Quorum.

103. Each Director present personally or by his alternate shall have one (1)
vote at all meetings of the Board. The quorum necessary for the transaction of
the business of the Directors shall be two (2), of whom one 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 seven (7)
days thereafter at the same time and place and any two (2) Directors shall be
the quorum. A meeting of the Directors at which a quorum is present shall be
competent to exercise all the powers and discretions for the time being
exercisable by the Directors. 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 in
the BVI.



Proceedings in case of vacancies.

104. Subject to the restrictions of these Articles, the continuing Directors
may act notwithstanding any vacancies in their body but if and so long as the
number of Directors is reduced below the minimum number fixed by or in
accordance with these Articles the continuing Directors or Director may act for
the purpose of filling up such vacancies or of summoning General Meetings of
the Company but not for any other purpose. If there be no Directors or
Director able or willing to act, then Wuxi CRM and SCL may summon a General
Meeting for the purpose of appointing Directors.



Chairman

105. The Chairman shall be appointed from amongst the Wuxi CRM Directors and
shall be elected by the Board. Such right of appointment shall include the
right of Wuxi CRM to remove at any time from such office the Wuxi CRM Director
as chairman and the right of Wuxi CRM at any time and from time to time to
determine the period during which he shall hold the office of chairman. The
Chairman shall preside at the meetings of the Directors.



Resolutions in writing.

106. A resolution in writing signed by all of Directors (or their alternates)
shall be as effective as a resolution passed at a meeting of the Directors duly
convened and held, and may consist of several documents in the like form each
signed by one or more of the Directors. The expressions “in writing” and
“signed” include approval by electronic mail or facsimile transmission by any
such Director.



Minutes of Directors’ meetings.

106A. 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.



Power to appoint committees.

107. The Board may, to the extent permissible under applicable laws, delegate
such functions of the Board in relation to management and supervision of the
business of the Company to such committees consisting as it deems appropriate
provided that SCL shall be entitled to pro 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. Any committee so formed
shall in the exercise of the powers so delegated conform to any regulations
that may be imposed on them by the Board.



Proceedings at committee meetings.

108. The meetings and proceedings of any such committee consisting of two or
more members shall be governed by the provisions of these Articles regulating
the meetings and proceedings of the Directors, so far as the same are
applicable and are not superseded by any regulations made by the Directors
under the last preceding Article.



Validity of acts of Directors in spite of some formal defect.

109. All acts done by any meeting of Directors or of a committee of Directors
or by any person acting as Director shall as regards all persons dealing in
good faith with the Company, notwithstanding that there was some defect in the
appointment of any such Director or person acting as aforesaid or that they or
any of them were disqualified or had vacated office or were not entitled to
vote be as valid as if every such person had



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been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.




GENERAL POWERS OF THE DIRECTORS



General powers of Directors to manage Company’s business.

110. The management and supervision of the business of the Company shall be
vested in the Board.



Power to appoint attorneys.

111. The Directors may from time to time by power of attorney appoint any
company, firm or person or any fluctuating body of persons whether nominated
directly or indirectly by the Directors to be the attorney or attorneys of the
Company for such purposes and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the Directors under these
Articles) and for such period and subject to such conditions as they may think
fit, and any such power of attorney may contain such provisions for the
protection and convenience of persons dealing with such attorney as the
Directors may think fit and may also authorise any such attorney to subdelegate
all or any of the powers, authorities and discretions vested in him.



Signature of cheques and bills.

112. The authorised signatories of all and any banking or credit facilities or
accounts shall include a 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 the Company 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 Members from
time to time. Save as aforesaid, all cheques, promissory notes, drafts, bills
of exchange, and other negotiable or transferable instruments and all receipts
for moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the Directors shall
from time to time by Resolution determine.




BORROWING POWERS



Directors’ borrowing powers.

113. Subject to Article 55A, the Directors may borrow or raise money from time
to time for the purpose of the Company or secure the payment of such sums as
they think fit and may secure the repayment or payment of such sums by mortgage
or charge upon all or any of the property or assets of the Company or by the
issue of debentures (whether at par or at discount or premium) or otherwise as
they may think fit.




SECRETARY



Secretary.

114. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or
Secretaries may be appointed by the Directors for such term, at such
remuneration and upon such conditions as they may think fit, and any Secretary,
Deputy or Assistant Secretary so appointed may be removed by them, but without
prejudice to any claim he may have for damages for breach of any contract of
service between him and the Company. The appointment and duties of the
Secretary or Secretaries shall not conflict with the provisions of the Act.




SEAL




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Seal.

115. (a) The Directors shall provide for the safe custody of the Seal, which
shall only be used by the authority of the Directors or a committee of
Directors authorised by the Directors in that behalf, and every instrument to
which the Seal shall be affixed shall (subject to the provisions of these
Articles as to certificates for shares) be signed by a Director and shall be
countersigned by the Secretary or by a second Director or by some other person
appointed by the Directors in place of the Secretary for the purpose.



Official Seal.

     (b) The Company may exercise the powers conferred by the Act with
regard to having an Official Seal for use abroad, and such powers
shall be vested in the Directors.



Share Seal.

     (c) The Company may have a duplicate Common Seal which shall be a
facsimile of the Common Seal with the addition on its face of the
words “Share Seal”.




AUTHENTICATION OF DOCUMENTS



Power to authenticate documents.

116. Any Director or the Secretary or any person appointed by the Directors for
the purpose shall have power to authenticate any documents affecting the
constitution of the Company and any resolutions passed by the Company or the
Directors, and any books, records, documents and accounts relating to the
business of the Company, and to certify copies thereof or extracts therefrom as
true copies or extracts; and where any books, records, documents or accounts
are elsewhere than at the Office, the local manager and other officer of the
Company having the custody thereof shall be deemed to be a person appointed by
the Directors as aforesaid.



Certified copies of resolution of the Directors.

117. A document purporting to be a copy of a resolution of the Directors or an
extract from the minutes of a meeting of Directors which is certified as such
in accordance with the provisions of the last preceding Article shall be
conclusive evidence in favour of all persons dealing with the Company upon the
faith thereof that such resolution has been duly passed or, as the case may be,
that such extract is a true and accurate record of a duly constituted meeting
of the Directors.




DIVIDENDS AND RESERVES



Payment of dividends.

118. (a) Subject to any applicable laws and regulations and these Articles, the
Available Profits in respect of each financial year of the Company shall be
applied by the Company in payment of dividends in accordance with these
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 Article 118(a), “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 provided that no dividend shall be
declared and paid unless the Directors determine that immediately after the
payment of the dividend the Company will be able to satisfy its liabilities as
they become due in the ordinary course of its business and the realisable value
of the assets of the Company will not be less than the sum of its total
liabilities, other than deferred taxes, as shown in its books of account, and
its capital. In the absence of fraud, the decision of the directors as to the
realisable value of the assets of the Company is conclusive, unless a question
of law is involved.




     (b) Each Member shall exercise its voting rights as member of the
Company to procure that ANST may declare dividend in each financial
year of an amount which is reasonable after taking into account the
tax franking credits of ANST



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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.


Apportionment of dividends.

119. Subject to the rights of holders of shares with special rights as to
dividend (if any), all dividends shall be declared and paid according to the
amounts paid on the shares in respect whereof the dividend is paid, but (for
the purposes of this Article only) no amount paid on a share in advance of
calls shall be treated as paid on the share. All dividends shall be apportioned
and paid pro rata according to the amount paid on the shares during any portion
or portions of the period in respect of which the dividend is paid, but if any
share is issued on terms providing that it shall rank for dividend as from a
particular date such share shall rank for dividend accordingly.



120. Intentionally omitted.



121. Intentionally omitted.



Dividends not to bear interest.

122. No dividend or other moneys payable on or in respect of a share shall bear
interest against the Company.



Deduction of debts due to Company.

123. The Directors may deduct from any dividend or other moneys payable to any
Member on or in respect of a share all sums of money (if any) presently payable
by him to the Company on account of calls or in connection therewith.



Retention of dividends on shares subject to lien.

124. The Directors may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien and may apply the same in or
towards satisfaction of the debts, liabilities or engagements in respect of
which the lien exists.



Retention of dividends on shares pending transmission.

125. The Directors may retain the dividends payable on shares in respect of
which any person is under the provisions as to the transmission of shares
hereinbefore contained entitled to become a Member or which any person under
those provisions is entitled to transfer until such person shall become a
Member in respect of such shares or shall duly transfer the same.



Unclaimed dividends.

126. The payment by the Directors of any unclaimed dividends or other moneys
payable on or in respect of a share into a separate account shall not
constitute the Company a trustee in respect thereof. All dividends unclaimed
after being declared may be invested or otherwise made use of by the Directors
for the benefit of the Company and any dividend unclaimed after a period of six
years from the date of declaration of such dividend may be forfeited and if so
shall revert to the Company but the Directors may at any time thereafter at
their absolute discretion annul any such forfeiture and pay the dividend so
forfeited to the person entitled thereto prior to the forfeiture.



Payment of dividend in specie.

127. The Company may, upon the recommendation of the Directors, by Ordinary
Resolution direct payment of a dividend in whole or in part by the distribution
of specific assets and in particular of paid up shares or debentures of any
other company or in any one or more of such ways; and the Directors shall give
effect to such Resolution and where any difficulty arises in regard to such
distribution, the Directors may settle the same as they think expedient and in
particular may fix the value for distribution of such specific assets or any
part thereof and may determine that cash payments shall be made to any Members
upon the footing of the value so fixed in order to adjust the rights of all
parties and may vest any such specific assets in trustees as may seem expedient
to the Directors.

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Dividends payable by cheque.

128. Any dividend or other moneys payable in cash on or in respect of a share
may be paid by cheque or warrant sent through the post to the registered
address of the Member or person entitled thereto, or, if several persons are
registered as joint holders of the share or are entitled thereto in consequence
of the death or bankruptcy of the holder to any one of such persons or to such
persons and such address as such persons may by writing direct. Every such
cheque or warrant shall be made payable to the order of the person to whom it
is sent or to such person as the holder or joint holders or person or persons
entitled to the share in consequence of the death or bankruptcy of the holder
may direct and payment of the cheque if purporting to be endorsed or the
receipt of any such person shall be a good discharge to the Company. Every
such cheque or warrant shall be sent at the risk of the person entitled to the
money represented thereby.



Effect of transfer.

129. A transfer of shares shall not pass the right to any dividend declared on
such shares before the registration of the transfer.




RESERVES



Power to carry profit to reserve.

130. The Directors may from time to time set aside out of the profits of the
Company and carry to reserve such sums as they think proper which, at the
discretion of the Directors, shall be applicable for meeting contingencies or
for the gradual liquidation of any debt or liability of the Company or for
repairing or maintaining the works, plant and machinery of the Company or for
special dividends or bonuses or for equalising dividends or for any other
purpose to which the profits of the Company may properly be applied and pending
such application may either be employed in the business of the Company or be
invested. The Directors may divide the reserve into such special funds as they
think fit and may consolidate into one fund any special funds or any parts of
any special funds into which the reserve may have been divided. The Directors
may also without placing the same to reserve carry forward any profits which
they may think it not prudent to divide.




CAPITALISATION OF PROFITS AND RESERVES



Power to capitalise profits.

131. Subject to Articles 55A and 118, the Company may, upon the recommendation
of the Directors, by Ordinary Resolution resolve that it is desirable to
capitalise any sum for the time being standing to the credit of any of the
Company’s reserve accounts or any sum standing to the credit of the profit and
loss account or otherwise available for distribution, provided that such sum be
not required for paying the dividends on any shares carrying a fixed cumulative
preferential dividend and accordingly that the Directors be authorised and
directed to appropriate the sum resolved to be capitalised to the Members
holding shares in the Company in the proportions in which such sum would have
been divisible amongst them had the same been applied or been applicable in
paying dividends and to apply such sum on their behalf either in or towards
paying up the amounts (if any) for the time being unpaid on any shares held by
such Members respectively, or in paying up in full unissued shares or
debentures of the Company of a nominal amount equal to such sum, such shares or
debentures to be allotted and distributed and credited as fully paid up to and
amongst such Members in the proportion aforesaid or partly in one way and
partly in the other.



Implementation of resolution to capitalise profits.

132. Whenever such a resolution as aforesaid shall have been passed, the
Directors shall make all appropriations and applications of the sum resolved to
be capitalised thereby and all allotments and issues of fully paid shares or
debentures (if any) and generally shall do all acts and things required to give
effect thereto with full power to the


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Directors to make such provision by payment in cash or otherwise as they think fit for the case of shares or
debentures becoming distributable in fractions and also to authorise any person
to enter on behalf of all the Members interested into an agreement with the
Company providing for the allotment to them respectively, credited as fully
paid up, of any further shares to which they may be entitled upon such
capitalisation or (as the case may require) for the payment up by the Company
on their behalf, by the application thereto of their respective proportions of
the sum resolved to be capitalised, of the amounts or any part of the amounts
remaining unpaid on their existing shares and any agreement made under such
authority shall be effective and binding on all such Members.



MINUTES AND BOOKS



Minutes.

133. The Directors shall cause minutes to be made in books to be provided for
the purpose -




	 	(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.





Keeping of Registers, etc.

134. The Directors shall duly comply with the provisions of the Act and in
particular the provisions in regard to registration of charges created by or
affecting property of the Company, in regard to keeping a Register of
Directors, Managers, Secretaries and Auditors, the Register, a Register of
Mortgages and Charges and a Register of Directors’ Share and Debenture Holdings
and in regard to the production and furnishing of copies of such Registers and
of any Register of Holders of Debentures of the Company.



Form of registers, etc.

135. Any register, index, minute book, book of accounts or other book required
by these Articles or by the Act to be kept by or on behalf of the Company may
be kept either by making entries in bound books or by recording them in any
other manner. In any case in which bound books are not used, the Directors
shall take adequate precautions for guarding against falsification and for
facilitating discovery.




ACCOUNTS



Directors to keep proper accounts.

136. The Directors shall cause to be kept such accounting and other records as
are necessary to comply with the provisions of the Act and shall cause those
records to be kept in such manner as to enable them to be conveniently and
properly audited.



Location and inspection.

137. Subject to the provisions of the Act, the books of accounts shall be kept
at the Office or at such other place or places as the Directors think fit
within Singapore. No Member (other than a Director) shall have any right of
inspecting any account or book or document or other recording of the Company
except as is conferred by law or authorised by the Directors or by an Ordinary
Resolution of the Company.



Presentation of accounts.

138. In accordance with the provisions of the Act the Directors shall cause to
be prepared and to be laid before the Company in General Meeting such profit
and loss accounts, balance sheets, group accounts (if any) and reports as may
be necessary.




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Copies of accounts.

139. A copy of every balance sheet and profit and loss account which is to be
laid before a General Meeting of the Company (including every document required
by the Act to be annexed thereto) together with a copy of every report of the
Auditors relating thereto and of the Directors’ report shall not less than
fourteen days before the date of the Meeting be sent to every Member of, and
every holder of debentures (if any) of, the Company and to every other person
who is entitled to receive notices from the Company under the provisions of the
Act or of these Articles: provided that this Article shall not require a copy
of these documents to be sent to any person of whose address the Company is not
aware or to more than one of the joint holders of a share in the Company or the
several persons entitled thereto in consequence of the death or bankruptcy of
the holder or otherwise but any Member to whom a copy of these documents has
not been sent shall be entitled to receive a copy free of charge on application
at the Office.




AUDITORS



Appointment of Auditors.

140. Auditors shall be appointed and their duties regulated in accordance with
the provisions of the Act. Every Auditor of the Company shall have a right of
access at all times to the accounting and other records of the Company and
shall make his report as required by the Act.



Validity of acts of Auditors in spite of some formal defect.

141. Subject to the provisions of the Act all acts done by any person acting as
an Auditor shall, as regards all persons dealing in good faith with the
Company, be valid, notwithstanding that there was some defect in his
appointment or that he was at the time of his appointment not qualified for
appointment.



Auditors’ right to receive notices of and attend at General Meetings.

142. The Auditors shall be entitled to attend any General Meeting and to
receive all notices of and other communications relating to any General Meeting
to which any Member is entitled and to be heard at any General Meeting on any
part of the business of the Meeting which concerns them as Auditors.




NOTICES



Service of notice.

143. (a) Any notice may be given by the Company to any Member in any of the
following ways:





	 	(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.





     (b) Any notice or other communication served under any of the
provisions of these Articles on or by the Company or any officer of
the Company may be tested or verified by telex or telefax or
telephone or such other manner as may be convenient in the
circumstances but the Company and its officers are under no
obligation so to test or


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verify any such notice or communication.


Service of notices in respect of joint holders.

144. All notices and documents (including a share certificate) with respect to
any shares to which persons are jointly entitled shall be given to whichever of
such persons is named first on the Register and notice so given shall be
sufficient notice to all the holders of such shares.



Members shall be served at registered address.

145. Any Member with a registered address shall be entitled to have served upon
him at such address any notice to which he is entitled under these Articles.



Service of notices after death etc. of a Member.

146. A person entitled to a share in consequence of the death or bankruptcy of
a Member or otherwise upon supplying to the Company such evidence as the
Directors may reasonably require to show his title to the share, and upon
supplying also an address for the service of notice, shall be entitled to have
served upon him at such address any notice or document to which the Member but
for his death or bankruptcy or otherwise would be entitled and such service
shall for all purposes be deemed a sufficient service of such notice or
document on all persons interested (whether jointly with or as claiming through
or under him) in the share. Save as aforesaid any notice or document delivered
or sent by post to or left at the registered address of any Member in pursuance
of these Articles shall (notwithstanding that such Member be then dead or
bankrupt or otherwise not entitled to such share and whether or not the Company
have notice of the same) be deemed to have been duly served in respect of any
share registered in the name of such Member as sole or joint holder.



When service effected.

147. (a) Any notice given in conformity with Article 143 shall be deemed to
have been given at any of the following times as may be appropriate:





	 	(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.





     (b) In proving such service or sending, it shall be sufficient to
prove that the letter containing the notice or document was
properly addressed and put into the post office as a prepaid letter
or airmail letter as the case may be or that a telex or telefax was
properly addressed and transmitted or that a cable was properly
addressed and handed to the relevant authority for despatch.


Signature on notice.

148. Any notice on behalf of the Company or of the Directors shall be deemed
effectual if it purports to bear the signature of the Secretary or other duly
authorised officer of the Company, whether such signature is printed or
written.



Day of service not counted.

149. When a given number of days’ notice or notice extending over any other
period is required to be given the day of service shall, unless it is otherwise
provided or required by these Articles or by the Act, be not counted in such
number of days or period.



Notice of General Meeting.

150. (a) Notice of every General Meeting shall be given in the manner
hereinbefore authorised to -


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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.





     (b) No other person shall be entitled to receive notices of General
Meetings.


Notice of meetings of Directors or any committee of Directors.

151. The provisions of Articles 143, 147, 148 and 149 shall apply mutatis
mutandis to notices of meetings of Directors or any committee of Directors.




WINDING UP



Distribution of assets in specie.

152. If the Company is wound up (whether the liquidation is voluntary, under
supervision, or by the Court) the Liquidator may, with the authority of a
Special Resolution, divide among the Members in specie or kind the whole or any
part of the assets of the Company and whether or not the assets shall consist
of property of one kind or shall consist of properties of different kinds and
may for such purpose set such value as he deems fair upon any one or more class
or classes of property to be divided as aforesaid and may determine how such
division shall be carried out as between the Members or different classes of
Members. The Liquidator may, with the like authority, vest the whole or any
part of the assets in trustees upon such trusts for the benefit of Members as
the Liquidator with the like authority thinks fit and the liquidation of the
Company may be closed and the Company dissolved but so that no Member shall be
compelled to accept any shares or other securities in respect of which there is
a liability.




INDEMNITY



Indemnity of Directors and officers.

153. Subject to the provisions of the Act, every Director, Auditor, Secretary
or other officer of the Company shall be entitled to be indemnified by the
Company against all costs, charges, losses, expenses and liabilities incurred
by him in the execution and discharge of his duties or in relation thereto and
in particular and without prejudice to the generality of the foregoing no
Director, Manager, Secretary or other officer of the Company shall be liable
for the acts, receipts, neglects or defaults of any other Director or officer
or for joining in any receipt or other act for conformity or for any loss or
expense happening to the Company through the insufficiency or deficiency of
title to any property acquired by order of the Directors for or on behalf of
the Company or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Company shall be invested or for any loss or
damage arising from the bankruptcy, insolvency or tortious act of any person
with whom any moneys, securities or effects shall be deposited or left or for
any other loss, damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto unless the same
happen through his own negligence, wilful default, breach of duty or breach of
trust.





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SCHEDULE 5








DEED OF INDEMNITY




DATED THE [•] DAY OF [•]




Between




STATS CHIPPAC LTD.




And




CHINA RESOURCES LOGIC LIMITED




And




MICRO ASSEMBLY TECHNOLOGIES LIMITED




And




WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED




 






DEED OF INDEMNITY




 






WONG PARTNERSHIP

Advocates & Solicitors * Notary Public

Commissioners for Oaths Agents for Trade Marks & Patents

One George Street #20-01

Singapore 049145

Telephone: 6416 8000

Facsimile: 6532 5711

Email: wonglaw@singnet.com.sg

Website: http://www.wongpartnership.com.sg




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THIS DEED OF INDEMNITY is made on




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 this Deed is entered into pursuant to the provisions of a subscription agreement
dated 22 June 2006 (the “Subscription Agreement”) and made between (1) SCL and (2) the
Covenantors, relating to the subscription by SCL and Wuxi CRM of the SCL New Shares and the Wuxi
New Shares respectively.




NOW IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	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.	 	INDEMNITY
	 
	2.1	 	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.	 	NOTICE
	 
	 	 	Any 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 7829
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	10 Ang Mo Kio Street 65 Techpoint #05-17/20 Singapore 569059
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	Mr. Choong, Chan Yong, Vice President, Corporate Strategy
	 
	 	 	 	 	 	 
	 

	 	With a copy to
	 	:
	 	Ms. Taylor, Janet, General Counsel
	 
	 	 	 	 	 	 
	 

	 	CRL
	 	 	 	China Resources Logic Limited
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	Mr. Wang Guoping, Director and Chief Executive Officer
	 
	 	 	 	 	 	 
	 

	 	MAT
	 	:
	 	Micro Assembly Technologies Limited
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26 Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	Mr. Wang Guoping, Director and Chief Executive Officer
	 
	 	 	 	 	 	 
	 

	 	Wuxi CRM
	 	:
	 	Wuxi China Resources Microelectronics (Holdings) Limited
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	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.	 	GENERAL
	 
	4.1	 	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.	 	COUNTERPARTS
	 
	 	 	This 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 LAW
	 
	6.1	 	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 this Deed has been entered into by the Parties.



SCL




	 	 	 	 	 
	The Common Seal of

STATS ChipPAC Ltd.

has been affixed in the presence of:

	 	)

)

)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Director

	 	                                                            	 	 
	 
	 	 	 	 
	Director/Secretary

	 	                                                            	 	 





CRL




	 	 	 	 	 
	The Common Seal of

China Resources Logic Limited

has been affixed in the presence of:

	 	)

)

)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Director

	 	                                                            	 	 
	 
	 	 	 	 
	Director/Secretary

	 	                                                            	 	 






MAT




	 	 	 	 	 
	The Common Seal of

Micro Assembly Technologies Limited

has been affixed in the presence of:

	 	)

)

)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Director

	 	                                                            	 	 
	 
	 	 	 	 
	Director/Secretary

	 	                                                            	 	 






Wuxi CRM




	 	 	 	 	 
	The Common Seal of

Wuxi China Resources Microelectronics

(Holdings) Limited 

has been affixed in the presence of:

	 	}

}

)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Director

	 	                                                            	 	 
	 
	 	 	 	 
	Director/Secretary

	 	                                                            	 	 






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SCHEDULE 6








DIRECTOR INDEMNITY LETTER




[Letterhead of MAT]



THIS DEED is made on the [•] day of [•] by Micro Assembly Technologies Limited
(“MAT”) in favour of [•name] (the “Director”).



NOW THIS DEED WITNESSES as follows:





	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.




IN WITNESS WHEREOF this Deed has been signed, sealed and delivered the day and year first
hereinbefore mentioned.




	 	 	 	 	 	 	 
	The Common Seal of

Micro Assembly Technologies Limited 

was hereunto affixed in the presence of:

	 	     )

     )

     )
	 
	 
	 
	Director	 	Director/Secretary






33









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[Letterhead of Wuxi CR Micro-Assemb Tech. Ltd.]



THIS DEED is made on the [•] day of [•] by Wuxi CR Micro-Assemb Tech. Ltd.
(“ANST”) in favour of [•name] (the “Director”).



NOW THIS DEED WITNESSES as follows:





	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.




IN WITNESS WHEREOF this Deed has been signed, sealed and delivered the day and year first
hereinbefore mentioned.




	 	 	 	 	 
	Signed by

 

and company stamp of

Wuxi CR Micro-Assemb Tech. Ltd.

	 	 	 	     )

     )

     )

     )
	 
	 
	 

	 	 	 	                                                            
Legal Representative






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SCHEDULE 7








Joint Venture Agreement





35










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Dated this 22nd day of June 2006




Between




STATS CHIPPAC LTD.




And




CHINA RESOURCES LOGIC LIMITED




And




WUXI CHINA RESOURCES MICROELECTRONICS (HOLDINGS) LIMITED




And




MICRO ASSEMBLY TECHNOLOGIES LIMITED




And




WUXI CR MICRO-ASSEMB TECH. LTD.




 






JOINT VENTURE AGREEMENT




 






WONG PARTNERSHIP

Advocates & Solicitors Ÿ Notaries Public Ÿ Commissioners for Oaths

Agents for Trade Marks & Patents

One George Street #20-01

Singapore 049145

Telephone: 6416 8000

Facsimile: 6532 5711/6532 5722

Email: wonglaw@singnet.com.sg

Website: http://www.wongpartnership.com.sg




 









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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	HEADING	 	PAGE
	 	 	 	 	 
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	OBJECTIVES OF THE PARTIES
	 	 	6	 
	 
	 	 	 	 	 	 
	3.

	 	CAPITAL STRUCTURE OF MAT
	 	 	6	 
	 
	 	 	 	 	 	 
	4.

	 	EFFECTIVE DATE, WARRANTIES AND COVENANTS
	 	 	7	 
	 
	 	 	 	 	 	 
	5.

	 	EXERCISE OF RIGHTS
	 	 	7	 
	 
	 	 	 	 	 	 
	6.

	 	BOARD OF DIRECTORS
	 	 	7	 
	 
	 	 	 	 	 	 
	7.

	 	SHAREHOLDERS’ MEETINGS
	 	 	10	 
	 
	 	 	 	 	 	 
	8.

	 	REGISTERED OFFICE ETC.
	 	 	10	 
	 
	 	 	 	 	 	 
	9.

	 	FINANCE FOR MAT
	 	 	11	 
	 
	 	 	 	 	 	 
	10.

	 	DIVIDEND POLICY
	 	 	11	 
	 
	 	 	 	 	 	 
	11.

	 	ADMINISTRATION
	 	 	11	 
	 
	 	 	 	 	 	 
	12.

	 	RESERVED MATTERS
	 	 	13	 
	 
	 	 	 	 	 	 
	13.

	 	INFORMATION RIGHTS
	 	 	15	 
	 
	 	 	 	 	 	 
	14.

	 	NON-SOLICITATION AND NON-COMPETITION
	 	 	17	 
	 
	 	 	 	 	 	 
	15.

	 	PREEMPTIVE RIGHTS : ISSUE OF NEW SHARES
	 	 	18	 
	 
	 	 	 	 	 	 
	16.

	 	TRANSFER OF SHARES
	 	 	19	 
	 
	 	 	 	 	 	 
	17.

	 	TRANSFER OF SHARES : CHANGE IN CONTROL
	 	 	21	 
	 
	 	 	 	 	 	 
	18.

	 	TAG-ALONG RIGHTS
	 	 	21	 
	 
	 	 	 	 	 	 
	19.

	 	PUT OPTION
	 	 	22	 
	 
	 	 	 	 	 	 
	20.

	 	TERMINATION
	 	 	23	 
	 
	 	 	 	 	 	 
	21.

	 	CONSEQUENCES OF TERMINATION
	 	 	24	 
	 
	 	 	 	 	 	 
	22.

	 	GUARANTEE AND INDEMNITY
	 	 	27	 
	 
	 	 	 	 	 	 
	23.

	 	PROVISIONS RELATING TO THIS JOINT VENTURE AGREEMENT
	 	 	27	 
	 
	 	 	 	 	 	 
	24.

	 	CONFIDENTIALITY
	 	 	29	 
	 
	 	 	 	 	 	 
	25.

	 	ANNOUNCEMENTS
	 	 	30	 
	 
	 	 	 	 	 	 
	26.

	 	SEVERAL OBLIGATIONS
	 	 	30	 






 









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	CLAUSE	 	 HEADING	 	PAGE	 
	 	 	 	 	 
	27.

	 	WAIVER OF RIGHTS, ETC.
	 	 	30	 
	 
	 	 	 	 	 	 
	28.

	 	NO PARTNERSHIP
	 	 	30	 
	 
	 	 	 	 	 	 
	29.

	 	COSTS
	 	 	31	 
	 
	 	 	 	 	 	 
	30.

	 	NOTICES
	 	 	31	 
	 
	 	 	 	 	 	 
	31.

	 	SPIRIT OF AGREEMENT AND INTENTION
	 	 	32	 
	 
	 	 	 	 	 	 
	32.

	 	ENTIRE AGREEMENT
	 	 	32	 
	 
	 	 	 	 	 	 
	33.

	 	COUNTERPARTS
	 	 	33	 
	 
	 	 	 	 	 	 
	34.

	 	GOVERNING LAW AND ARBITRATION
	 	 	33	 
	 
	 	 	 	 	 	 
	35.

	 	THIRD PARTIES
	 	 	33	 
	 
	 	 	 	 	 	 
	SCHEDULE 1
	 
	 	 	 	 	 	 
	DEFAULT CALL OPTION NOTICE	 	 	34	 
	 
	 	 	 	 	 	 
	SCHEDULE 2
	 
	 	 	 	 	 	 
	DEFAULT PUT OPTION NOTICE	 	 	35	 
	 
	 	 	 	 	 	 
	SCHEDULE 3
	 
	 	 	 	 	 	 
	DEED OF RATIFICATION AND ACCESSION	 	 	36	 
	 
	 	 	 	 	 	 
	SCHEDULE 4
	 
	 	 	 	 	 	 
	OFFICER’S CERTIFICATES	 	 	38	 
	 
	 	 	 	 	 	 
	SCHEDULE 5
	 
	 	 	 	 	 	 
	RESERVED MATTERS CALL OPTION NOTICE	 	 	40	 
	 
	 	 	 	 	 	 
	SCHEDULE 6
	 
	 	 	 	 	 	 
	QFN BUSINESS AND QFN CUSTOMERS	 	 	41	 






 









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THIS JOINT VENTURE AGREEMENT is made on the 22nd day of June 2006




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 se as 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 as follows:









	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)/C
	 
	 	 
	 

	 	Where
	 
	 	 
	 

	 	A 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; and
	 
	 	 
	 

	 	C 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 mutandis to 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 passu in 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 mutandis to
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 se or 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 se respectively 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 se respectively 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 7829
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	10 Ang Mo Kio Street 65 Techpoint #05-17/20 Singapore 569059
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	Mr. Choong, Chan Yong, Vice President, Corporate
Strategy
	 
	 	 	 	 	 	 
	 

	 	With a copy to
	 	:
	 	Ms. Taylor, Janet, General Counsel
	 
	 	 	 	 	 	 
	 

	 	Wuxi CRM
	 	:
	 	Wuxi China Resources Microelectronics (Holdings) Limited
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	Mr. Wang Guoping, Director and Chief Executive Officer
	 
	 	 	 	 	 	 
	 

	 	MAT
	 	 	 	Micro Assembly Technologies Limited
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	Mr. Wang Guoping, Director and Chief Executive Officer
	 
	 	 	 	 	 	 
	 

	 	CRL
	 	 	 	China Resources Logic Limited
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+852 2299 9311
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	Rooms 4003-6, 40/F., China Resources Building, 26
Harbour Road, Wanchai, Hong Kong
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	Mr. Wang Guoping, Director and Chief Executive Officer






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	 	ANST
	 	 	 	Wuxi CR Micro-Assemb Tech. Ltd.
	 
	 	 	 	 	 	 
	 

	 	Fax Number
	 	:
	 	+86 510 5804647
	 
	 	 	 	 	 	 
	 

	 	Address
	 	:
	 	14 Liangxi Road, Bin Hu District, Wuxi, Jiangsu Province, China
	 
	 	 	 	 	 	 
	 

	 	Attention
	 	:
	 	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





We refer to the joint venture agreement (the “Joint Venture Agreement”) dated 22 June 2006
made between (1) SCL (2) CRL (3) Wuxi CRM, (4) MAT and (5) ANST, in relation to MAT.



Terms defined in the Joint Venture Agreement have the same meaning herein.



We hereby give you notice that we require you to sell to us in accordance with the terms and
conditions of the Default Call Option, all the Shares for the time being held by you, such sale to
be completed on the date specified in Clause 21 of the Joint Venture Agreement.




Yours faithfully

for and on behalf of

[insert name of the Non-Defaulting Party]




	 	 	 
	By

	 	:
	 
	 	 
	Name

	 	:
	 
	 	 
	Designation

	 	:






34









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SCHEDULE 2








DEFAULT PUT OPTION NOTICE




	 	 	 	 	 
	Date

	 	:
	 	[l]
	 
	 	 	 	 
	To

	 	:
	 	[insert name of the Defaulting Party]
	 
	 	 	 	 
	From

	 	:
	 	STATS ChipPAC Ltd.





We refer to the joint venture agreement (the “Joint Venture Agreement”) dated 22 June 2006
made between (1) SCL (2) CRL (3) Wuxi CRM, (4) MAT and (5) ANST, in relation to MAT.



Terms defined in the Joint Venture Agreement have the same meaning herein.



We hereby give you notice that we require you to purchase from us in accordance with the terms and
conditions of the Default Put Option, all the Shares for the time being held by us, such sale to be
completed on the date specified in Clause 21 of the Joint Venture Agreement.




Yours faithfully

for and on behalf of

[insert name of the Non-Defaulting Shareholder]




	 	 	 
	By

	 	:
	 
	 	 
	Name

	 	:
	 
	 	 
	Designation

	 	:






35









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SCHEDULE 3








DEED OF RATIFICATION AND ACCESSION



THIS DEED OF RATIFICATION AND ACCESSION is made and issued on [l]



BY [l] (the “Transferee”), a company incorporated in [l] with its
registered office at [l]



IN FAVOUR OF and for the benefit of each and all of the following (other than the
Transferor (as herein defined)):





	(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




(collectively, the “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 as follows:-





	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:




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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 this Deed has been entered into by the Parties.




	 	 	 	 	 	 	 	 	 
	THE TRANSFEREE
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The Common Seal of

	 	 	)	 	 	 	 	 
	[l]

	 	 	)	 	 	 	 	 
	has been affixed in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Director
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Director/Secretary
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





37









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SCHEDULE 4




[Bearing the letterhead of Micro Assembly Technologies Limited]








Officer’s Certificate




     The undersigned, [ Name ], [ Chief Executive Officer or Chief Financial Officer] of Micro
Assembly Technologies Limited, a corporation incorporated in the British Virgin Islands and having
its registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands and its unique
IBC number is 548365 (the “Company”), do hereby certify as follows, with each capitalized
term used having the same meaning ascribed thereto in the Joint Venture Agreement dated 22 June
2006 between STATS ChipPAC Ltd., China Resources Logic Limited, Wuxi China Resources
Microelectronics (Holdings) Limited, the Company and Wuxi CR Micro-Assemb Tech. Ltd. (the
“Joint Venture Agreement”):



     Pursuant to Clause 11.5 of the Joint Venture Agreement, the Company has not (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.


IN WITNESS WHEREOF, I have hereunto signed my name this [ Date].




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	
 	 
	 	Title:  	[Chief Executive Officer or

	 
	 	Chief Financial Officer]
	 



	 	 	 	 	 
	 	 	 
	 	Witnessed	 
	 	  	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



38









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[Bearing the letterhead of Wuxi CR Micro-Assemb Tech. Ltd.]




Officer’s Certificate





     The undersigned, [ Name ], [ Chief Executive Officer or Legal Representative] of Wuxi CR
Micro-Assemb Tech. Ltd., a corporation incorporated in China and having its principal business
address at Building 2-1 C, Information Industry and Technology Zone, No.21 Changjiang Road, Wuxi
New District (CHINESE CHARACTERS) (the “Company”), do hereby certify as follows, with
each capitalized term used having the same meaning ascribed thereto in the Joint Venture Agreement
dated 22 June 2006 between STATS ChipPAC Ltd., China Resources Logic Limited, Wuxi China Resources
Microelectronics (Holdings) Limited, Micro Assembly Technologies Limited and the Company (the
“Joint Venture Agreement”):



     Pursuant to Clause 11.5 of the Joint Venture Agreement, the Company has not (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.



     IN WITNESS WHEREOF, I have hereunto signed my name this [ Date].



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	
 	 
	 	Title:  	[Chief Executive Officer or Legal	 
	 	Representative]
	 



	 	 	 	 	 
	 	 	 
	 	Witnessed	 
	 	  	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



39









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SCHEDULE 5








RESERVED MATTERS CALL OPTION NOTICE




	 	 	 	 	 
	Date

	 	:
	 	[l]
	 
	 	 	 	 
	To

	 	:
	 	STATS ChipPAC Ltd.
	 
	 	 	 	 
	From

	 	:
	 	Wuxi China Resources Microelectronics (Holdings) Limited





We refer to the joint venture agreement (the “Joint Venture Agreement”) dated 22 June 2006
made between (1) SCL (2) CRL (3) Wuxi CRM, (4) MAT and (5) ANST, in relation to MAT.



Terms defined in the Joint Venture Agreement have the same meaning herein.



We hereby give you notice that we require you to sell to us in accordance with the terms and
conditions of the Reserved Matters Call Option Notice, all the Shares for the time being held by
you and/or any Permitted Transferee to which you may have transferred any Shares, such sale to be
completed on the date specified in Clause 12.3 of the Joint Venture Agreement.




Yours faithfully

for and on behalf of

Wuxi China Resources Microelectronics (Holdings) Limited




	 	 	 
	By

	 	:
	 
	 	 
	Name

	 	:
	 
	 	 
	Designation

	 	:






40









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SCHEDULE 6








QFN BUSINESS AND QFN CUSTOMERS





41









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QFN Definitions



QFN stands for “Quad Flat No-lead” (QFN) packaging portfolio with technology advancements in
both single mold cavity format and molded array format for applications requiring a higher number
of input/output (I/O) terminal pads and lower package profile and weight.



QFN is a leadframe based, plastic encapsulated, chip scale package in either single mold cavity
format (punch singulated) or molded array format (saw singulated). An exposed die pad combined with
extremely low RLC (resistance, inductance, and capacitance) The saw singulated version, or QFNs, is
a leadframe based molded package in land grid array format with square or rectangular body sizes.
The QFNs is available in 0.40mm, 0.50mm, 0.65mm and 0.80mm lead pitch, with standard package
profile heights of nominal 0.75mm or 0.90mm.









 









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QFN Family Package Offering Reference




	 	 	 	 	 	 	 	 	 
	 
	Package	 	Location	 	Description	 	Body Size	 	Remark
	QFNp	 	SCS
	 	Punch QFN
	 	4×4 thru 10×10, and 12×12	 	 
	QFNp

	 	SCM
	 	Punch QFN
	 	4×4 thru 8×8	 	 
	QFNs

	 	SCM
	 	Sawn QFN
	 	2×2 thru 10×10	 	 
	BCC

	 	SCM
	 	Sawn BCC
	 	4×4 thru 9×9
	 	13.5×9mm under
qualification






 









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	QFN Customers’ List at 16th June 2006
	Abbreviations	 	Full Name
	ABOV SEMICONDUCTOR

	 	ABOV Semiconductor Co. Ltd
	ACTEL

	 	Actel Corporation
	Actions

	 	Actions Semiconductor Co., Ltd.
	AD TECHNOLOGY

	 	AD Technology Ltd
	ADI

	 	Analog Devices, Inc.
	AELUROS

	 	Aeluros, Inc.
	Agere

	 	Agere Systems Inc.
	Agilent (Avago)

	 	Avago Technologies Ltd.
	AKM

	 	Asahi Kasei Microsystems Co., Ltd.
	ALLEGRO

	 	Allegro Microsystems Inc
	ALLIANCE SEMICONDUCTOR

	 	Alliance Semiconductor Corporation
	ALPHA & OMEGA SEMICONDUCTOR LTD.

	 	ALPHA & OMEGA SEMICONDUCTOR LTD.
	ALPHACHIPS INC

	 	ALPHACHIPS INC
	AMD

	 	Advanced Micro Devices, Inc.
	AMI

	 	AMI Semiconductor Inc
	AMIS

	 	AMIS Holdings, Inc.
	AMKOR

	 	Amkor Technology, Inc.
	AMLOGIC, INC

	 	AMLOGIC, INC
	Ample Communication

	 	Ample Communications, Inc.
	Anachip

	 	Anachip Corporation
	Anadigics

	 	Anadigics Inc.
	Analogix

	 	Analogix Semiconductor, Inc.
	AOSMD

	 	Alpha & Omega Semiconductors Ltd
	AR PROVISION

	 	AR Provision Inc
	ARARION CO, LTD

	 	ARARION CO, LTD
	ASILIANT

	 	Asiliant Technologies Inc
	ASMC CHINA

	 	Advanced Semiconductor Manufacturing Corporation
	Atheros

	 	Atheros Communciations, Inc.
	ATI

	 	ATI Technologies Inc.
	Atmel

	 	Atmel Corporation
	AUK

	 	AUK Co Ltd
	Auleros

	 	Auleros Inc.
	AURA

	 	Aura Communications Technology, Inc.
	AVERNA CORP

	 	AVERNA CORPORATION
	Avnera

	 	Avnera Corporation
	AVS TECHNOLOGIES

	 	AVS Technologies Inc
	BEIJING WATCHDATA

	 	Beijing Watchdata Systems Ltd
	Broadcom

	 	Broadcom Corporation
	CATALYST

	 	Catalyst Semiconductor Inc
	Centillium

	 	Centillium Communciations, Inc.
	CHARTERED

	 	Chartered Semiconductor Manufacturing Ltd.
	CHENGDU SINO MICROELECTRONICS

	 	CHENGDU SINO MICROELECTRONICS
	Chipcon

	 	Chipcon AS
	CHIPHOMER

	 	Chiphomer Technology Ltd
	Chrontel

	 	CHRONTEL INC
	Cirrus Logic

	 	Cirrus Logic Inc
	Conexant

	 	Conexant System Inc
	CORELOGIC

	 	CORELOGIC Co Ltd
	Cree

	 	CREE INC
	CSR

	 	CSR
	Cypress

	 	Cypress Semiconductor Corporation
	DATANG MICROELECTRONICS

	 	Datang Microelectronics Technology Co., LTD.
	DELPHI

	 	Delphi Corporation
	DELPHI DELCO

	 	Delphi Delco Electronics Systems
	ELPIDA MEMORY

	 	Elpida Memory, Inc.
	ENE TECHNOLOGY

	 	ENE Technology Inc
	Enpirion

	 	Enpirion, Inc.
	Entropic

	 	Entropic Communciations, Inc.
	ETRON TECHNOLOGY

	 	Etron Technology, Inc.
	Eudyna

	 	Eudyna Devices, Inc.
	Fairchild

	 	Fairchild Semiconductor Corporation
	Faraday

	 	Faraday Technology Corporation
	Freescale

	 	Freescale Semiconductor, Inc.
	Fujitsu

	 	Fujitsu Limited
	GCT

	 	GCT Semiconductor, Inc






 









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	Abbreviations	 	Full Name
	GENESIS

	 	Genesis Microchip Inc.
	GUC/Holtek

	 	Global UniChip Corporation/Holtek Semiconductor Inc
	HYNIX

	 	Hynix Semiconductor Inc.
	IBM

	 	International Business Machines Corporation
	ICERA INC

	 	Icera, Inc.
	IDT

	 	IDT Corporation
	Ikanos

	 	Ikanos Communications, Inc
	IM FLASH TECHNOLOGIES

	 	IM Flash Technologies, LLC
	Infineon

	 	Infineon Technologies AG
	INSILICA

	 	inSilica, Inc.
	INTEGRATED DEVICE

	 	Integrated Device Technology Inc
	Integrated Elec Semi, LTD

	 	Integrated Electronic Semiconductor Ltd
	INTEGRATED ELECTRONIC SOLUTION

	 	Integrated Electronic Solution Pty Ltd
	Integrated Circuit Sys Inc

	 	Integrated Circuit Systems, Inc
	Integrated Circuit Sys PTE

	 	Integrated Circuit System Pte Ltd.
	Intel

	 	Intel Corporation
	Intersil

	 	Intersil Corporation
	INT’L RECTIFIER

	 	International Rectifier
	Jaalaa

	 	Jaalaa, Inc.
	KEC

	 	Korean Electronics Corporation
	KEYEYE

	 	KeyEye Communications
	KME

	 	Kyushu Matsushita Electric Co., Ltd
	LATTICE

	 	Lattice Semiconductor Corporation
	LG ELECTRONICS

	 	LG Electronics
	LINEAR INTEGRATED

	 	Linear Integrated Systems Inc
	Linear Technology

	 	Linear Technology Corporation
	LITTELFUSE

	 	LittelFuse Inc
	LOVOLTECH

	 	Lovoltech, Inc.
	LSI

	 	LSI Logic Corporation
	MAGNACHIP

	 	Magnachip Semiconductor Inc
	Marvell

	 	Marvell Technology Group Ltd
	Maxim

	 	Maxim Integrated Products, Inc.
	MEDIA Q

	 	MediaQ, Inc. ?
	MEMORY & TEST INC

	 	MEMORY & TEST INC
	Memory 7 Testing

	 	Memory 7 Testing Ltd
	Metalink

	 	Metalink Corporation
	Microchip

	 	Microchip Technology Inc.
	MICRON TECHNOLOGY INC.

	 	MICRON TECHNOLOGY INC.
	MICRONAS

	 	MICRONAS
	Microsemi

	 	Microsemi Corporation
	MICROSOFT

	 	Microsoft Corporation
	Microtune

	 	Microtune, Inc.
	MITSUBISHI

	 	Mitsubishi Elecytric Corporation
	MITSUMI

	 	Mitsumi Electric Co. Ltd
	Montage

	 	Montage Technology
	MPS

	 	Monolithic Power Systems, Inc
	MTEKVISION

	 	Mtekvision Co., Ltd.
	MXIC

	 	Macronix International Co., Ltd.
	NANJING ELECTRONIC

	 	Nanjing Electronic Devices
	NEC

	 	NEC Electronics Corporation
	NEXUS CHIPS

	 	Nexus Chips Co., Ltd.
	NJR

	 	NJR Corporation
	Nvidia

	 	NVIDIA Corporation
	OKI

	 	Oki Semiconductor
	ON SEMICONDUCTOR

	 	On Semiconductor
	OPTICHRON

	 	Optichron, Inc.
	Oxford

	 	Oxford Semiconductor Ltd
	PERICOM

	 	Pericom Technology Inc Limited
	Philips

	 	Philips Electronics N.V.
	Pixelworks

	 	Pixelworks, Inc.
	PLXTECH

	 	PLX Technology, Inc.
	PMC

	 	PMC-Sierra, Inc.
	Q LOGIC

	 	Qlogic Corporation
	QUAKE

	 	Quake Technologies, Inc
	Qualcomm

	 	Qualcomm, Inc.
	QUALCORE_LOGIC

	 	QualCore Logic, Inc.
	Renesas

	 	Renesas Technology Corp.
	RFMD

	 	RF Micro Devices, Inc.






 









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	Abbreviations	 	Full Name
	ROCHESTER ELECTRONICS INC.

	 	Rochester Electronics Llc
	Samsung

	 	Samsung Electronics Co. Ltd
	SanDisk

	 	Sandisk Corporation
	SANGHWA MICRO

	 	Sanghwa Technology Inc.
	SEMTECH

	 	Semtech Corporation
	Semiconductor Mfg

	 	Semiconductor Manufacturing International Corporation
	SHANGHAI FUDAN

	 	Shanghai Fudan Microelectronics Ltd
	SHANGHAI HUA HONG

	 	Shanghai Hua Hong NEC Corporation
	SHANGHAI SIM

	 	Shanghai SIM-BCD Semiconductor Manufacturing Co. Ltd
	SHENZHEN JIEXIN

	 	Shenzhen Jiexin Science and Technology Development
Co., Ltd,
	SIGE

	 	SiGe Semiconductor, Inc.
	SigmaTel

	 	SigmaTel, Inc.
	SILICON 7

	 	Silicon 7 Inc
	Silicon Lab

	 	SILICON LABORATORIES INC.
	SILICON MFG

	 	Silicon Manufacturing Co Ltd
	SILICON MOTION

	 	Silicon Motion, Inc.
	Silterra

	 	SilTerra Malaysia Sdn Bhd
	SINO WEALTH

	 	Sino Wealth Electronics (Shanghai) Ltd
	SIRF

	 	SiRF Technology, Inc.
	SiS

	 	Silicon Integrated Systems Corp.,
	Skyworks

	 	Skyworks Solutions, Inc.
	SMIC

	 	Semiconductor Manufacturing International Corporation
	SMSC

	 	Standard Microsystems Corporation
	SONY

	 	Sony Corporation
	SONY SUPPLY CHAIN

	 	Sony Supply Chain Solution (Thailand) Limited
	SPANSION

	 	Spansion Corporation LLC
	SPEC TECH

	 	SPEC Technology Co Ltd
	SSMC

	 	Systems on Silicon Manufacturing Co. Pte. Ltd.
	SST INTERNATIONAL

	 	SST INTERNATIONAL
	ST Micro

	 	ST Microelectronics Corporation
	Sunplus

	 	Sunplus Technology Co., Ltd.
	SUNTEK ELECTRONIC

	 	Suntek Electronic Co Ltd
	SUPERTEX

	 	Supertex Inc.
	SWITCHCORE

	 	SwitchCore AB
	SYCHIP

	 	Sychip, Inc.
	SyncMos

	 	SyncMOS Technologies, Inc.
	SYSTEMS SILICON

	 	Systems Silicon Corporation
	TDK

	 	TDK Corporation
	TEXAS INSTRUMENTS

	 	Texas Instruments Inc
	TI

	 	Texas Instruments Inc.
	TIANJIN DRAGONSHARD

	 	TIANJIN DRAGONSHARD
	Timelab

	 	Timelab Corporation
	Toshiba

	 	Toshiba America Electronic Components, Inc.
	TRANSWITCH

	 	TranSwitch Corporation
	TRIPATH

	 	Tripath Technology Inc.
	Triquint

	 	Triquint Semiconductor
	TSMC

	 	Taiwan Semiconductor Manufacturing Co.
	ULEAD TECHNOLOGY

	 	Ulead Technology, Inc.
	UMC

	 	United Microelectronics Corporation
	Vimicro

	 	Vimicro Corporation
	VisEra

	 	VisEra Co Ltd
	VISHAY

	 	Vishay Intertechnology, Inc.
	VIXS SYSTEMS

	 	VIXS SYSTEMS
	VLSI_SOL

	 	VLSI Solutions Inc
	Volterra

	 	Volterra Semiconductor Corporation
	Watchdata

	 	Watchdata System Co Ltd
	WiDeFi

	 	WiDeFi, Inc.
	WiQuest

	 	WiQuest Communications, Inc.
	WOLFSON

	 	Wolfson Micorelectronics Plc
	XICOR

	 	Xicor, Inc.
	Xilinx

	 	Xilinx, Inc.
	Zarlink

	 	Zarlink Semiconductor, Inc.
	ZILOG INTL LTD

	 	Zilog, Inc.
	ZMD

	 	ZMD AG
	ZORAN

	 	Zoran Corporation
	ZTEIC

	 	Shenzhen ZTEIC Design Co., Ltd







 









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IN WITNESS WHEREOF the Parties have hereunto set their hands.




	 	 	 	 	 	 	 
	SCL
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Tan Lay Koon

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	STATS ChipPAC Ltd.

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 
	 	 	 	 	 	Title:
	Name:
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	CRL
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Wang Guoping

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	China Resources Logic Limited

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 
	 	 	 	 	 	Title:
	Name:
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	MAT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Wang Guoping

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	Micro Assembly Technologies

	 	 	)	 	 	 
	Limited

	 	 	)	 	 	 
	in the presence of:

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 
	 	 	 	 	 	Title:
	Name:
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Wuxi CRM
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Wang Guoping

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	Wuxi China Resources

	 	 	)	 	 	 
	Microelectronics (Holdings) Limited

	 	 	)	 	 	 
	in the presence of:

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 
	 	 	 	 	 	Title:
	Name:
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 





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	ANST
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Wang Guoping

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	WUXI CR MICRO-ASSEMB TECH. LTD.

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 
	 	 	 	 	 	Title:
	Name:
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 







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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, etc
	 
	 	 	The 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;





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	 	(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.





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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 Date
	 
	 	 	Since 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;





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	 	(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




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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 returns
	 
	 	 	Each 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, guarantees
	 
	 	 	Each 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 Rights
	 
	 	 	To 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 Companies
	 
	 	 	Save 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 vires or
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)	 	Notification
	 
	 	 	 	If 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 Covenantors
	 
	 	 	 	Without 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
give rise to such




 









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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/Liability
	 
	 	 	 	If 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 tanto reduce 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
matter giving rise to such liability.




 









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SCHEDULE 10








PROPERTIES




	 	 	 	 	 	 	 	 	 
	No.	 	Contract	 	Property	 	Landlord	 	Tenant
	1

	 	Premises Leasing Agreement
	 	Building (22,468.35m2)
located at New Area
B-26A, B-27
	 	Wuxi CRM (PRC)
	 	ANST
	2

	 	Premises Leasing Agreement
	 	Building
(6,889.06m2) located at M3,
M4 and No.2
	 	Wuxi CRM (PRC)
	 	ANST
	3

	 	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