Ex-4.43 Joint Venture Agreement dated June 22,2006



 




Exhibit 4.43




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 • Notaries Public • 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
	 	 	3	 
	 
	 	 	 	 	 	 
	2.

	 	OBJECTIVES OF THE PARTIES
	 	 	8	 
	 
	 	 	 	 	 	 
	3.

	 	CAPITAL STRUCTURE OF MAT
	 	 	8	 
	 
	 	 	 	 	 	 
	4.

	 	EFFECTIVE DATE, WARRANTIES AND COVENANTS
	 	 	9	 
	 
	 	 	 	 	 	 
	5.

	 	EXERCISE OF RIGHTS
	 	 	9	 
	 
	 	 	 	 	 	 
	6.

	 	BOARD OF DIRECTORS
	 	 	9	 
	 
	 	 	 	 	 	 
	7.

	 	SHAREHOLDERS’ MEETINGS
	 	 	12	 
	 
	 	 	 	 	 	 
	8.

	 	REGISTERED OFFICE ETC.
	 	 	12	 
	 
	 	 	 	 	 	 
	9.

	 	FINANCE FOR MAT
	 	 	13	 
	 
	 	 	 	 	 	 
	10.

	 	DIVIDEND POLICY
	 	 	13	 
	 
	 	 	 	 	 	 
	11.

	 	ADMINISTRATION
	 	 	13	 
	 
	 	 	 	 	 	 
	12.

	 	RESERVED MATTERS
	 	 	15	 
	 
	 	 	 	 	 	 
	13.

	 	INFORMATION RIGHTS
	 	 	17	 
	 
	 	 	 	 	 	 
	14.

	 	NON-SOLICITATION AND NON-COMPETITION
	 	 	19	 
	 
	 	 	 	 	 	 
	15.

	 	PREEMPTIVE RIGHTS : ISSUE OF NEW SHARES
	 	 	20	 
	 
	 	 	 	 	 	 
	16.

	 	TRANSFER OF SHARES
	 	 	21	 
	 
	 	 	 	 	 	 
	17.

	 	TRANSFER OF SHARES : CHANGE IN CONTROL
	 	 	23	 
	 
	 	 	 	 	 	 
	18.

	 	TAG-ALONG RIGHTS
	 	 	23	 
	 
	 	 	 	 	 	 
	19.

	 	PUT OPTION
	 	 	24	 
	 
	 	 	 	 	 	 
	20.

	 	TERMINATION
	 	 	25	 
	 
	 	 	 	 	 	 
	21.

	 	CONSEQUENCES OF TERMINATION
	 	 	26	 
	 
	 	 	 	 	 	 
	22.

	 	GUARANTEE AND INDEMNITY
	 	 	29	 
	 
	 	 	 	 	 	 
	23.

	 	PROVISIONS RELATING TO THIS JOINT VENTURE AGREEMENT
	 	 	29	 
	 
	 	 	 	 	 	 
	24.

	 	CONFIDENTIALITY
	 	 	30	 
	 
	 	 	 	 	 	 
	25.

	 	ANNOUNCEMENTS
	 	 	32	 
	 
	 	 	 	 	 	 
	26.

	 	SEVERAL OBLIGATIONS
	 	 	32	 
	 
	 	 	 	 	 	 
	27.

	 	WAIVER OF RIGHTS, ETC.
	 	 	32	 
	 
	 	 	 	 	 	 
	28.

	 	NO PARTNERSHIP
	 	 	32	 
	 
	 	 	 	 	 	 
	29.

	 	COSTS
	 	 	32	 
	 
	 	 	 	 	 	 
	30.

	 	NOTICES
	 	 	32	 
	 
	 	 	 	 	 	 
	31.

	 	SPIRIT OF AGREEMENT AND INTENTION
	 	 	34	 
	 
	 	 	 	 	 	 
	32.

	 	ENTIRE AGREEMENT
	 	 	34	 
	 
	 	 	 	 	 	 
	33.

	 	COUNTERPARTS
	 	 	34	 
	 
	 	 	 	 	 	 
	34.

	 	GOVERNING LAW AND ARBITRATION
	 	 	34	 
	 
	 	 	 	 	 	 
	35.

	 	THIRD PARTIES
	 	 	35	 
	 
	 	 	 	 	 	 
	SCHEDULE 1	 	 	 	 
	 
	 	 	 	 	 	 
	DEFAULT CALL OPTION NOTICE	 	 	36	 
	 
	 	 	 	 	 	 
	SCHEDULE 2	 	 	 	 
	 
	 	 	 	 	 	 
	DEFAULT PUT OPTION NOTICE	 	 	37	 
	 
	 	 	 	 	 	 
	SCHEDULE 3	 	 	 	 
	 
	 	 	 	 	 	 
	DEED OF RATIFICATION AND ACCESSION	 	 	38	 
	 
	 	 	 	 	 	 
	SCHEDULE 4	 	 	 	 
	 
	 	 	 	 	 	 
	OFFICER’S CERTIFICATES	 	 	40	 
	 
	 	 	 	 	 	 
	SCHEDULE 5	 	 	 	 
	 
	 	 	 	 	 	 
	RESERVED MATTERS CALL OPTION NOTICE	 	 	42	 
	 
	 	 	 	 	 	 
	SCHEDULE 6	 	 	 	 
	 
	 	 	 	 	 	 
	QFN BUSINESS AND QFN CUSTOMERS	 	 	43	 






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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;




5









 












	 	 	“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;




6









 












	 	 	“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.




7









 












	 	(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.




8









 

















	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.




9









 












	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.




10









 












	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.




11









 











	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;




12









 












	 	(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 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.




13









 












	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 contractual liability
of ANST for the Transfer Customers referred to ANST pursuant to the Assets Sale and
Purchase Agreement and/or the




14









 












	 	 	 	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;
	 
	 	(i)	 	any change in the nature and/or scope of the Businesses for the time being;




15









 












	 	(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 exchange and securities council, in Singapore and the United
States of America) shall have been obtained and subject thereto, Wuxi CRM shall




16









 












	 	 	 	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:




17









 












	 	(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




18









 












	 	 	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 theJV 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:




19









 












	 	(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 Articles (each offer
to a Shareholder being a “Subscription Offer” and all such offers being the
“Subscription Offers”).




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	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.
	 
	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.




21









 












	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:






	 	(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




22









 












	 	(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 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.




23









 












	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;
	 
	 	(b)	 	the number of Option Shares;
	 
	 	(c)	 	the purchase price; and
	 
	 	(d)	 	the Put Option Completion Date.




24









 












	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
	 
	 	(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




25









 












	 	 	 	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.
	 
	 	 	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




26









 












	 	 	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):






	 	(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




27









 












	 	(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 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.




28









 












	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 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




29









 












	 	 	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.










	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




30









 












	 	 	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 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




31









 












	 	 	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.










	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




32









 












	 	 	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
	 
	 	 	 	 	 	 
	 

	 	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




33









 












	 	(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.










	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









 












	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.




35









 















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 

	 	:






36









 










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 

	 	:






37








 









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:




38









 












	 	(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	 	 






39









 










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:
	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:






40









 






[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:
	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:






41











 










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

	 	:	 	 






42









 










SCHEDULE 6








QFN BUSINESS AND QFN CUSTOMERS




43









 








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.









44









 








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






45









 







	 	 	 
	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






46









 






	 	 	 
	Abbreviations	 	Full Name
	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
	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.






47









 






	 	 	 
	Abbreviations	 	Full Name
	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.
	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.






48









 






	 	 	 
	Abbreviations	 	Full Name
	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






49









 





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:	 	 	 






50









 






	 	 	 	 
	ANST
	 
	SIGNED by	)
	Wang Guoping	)
	for and on behalf of	)	 	 
	WUXI CR MICRO-ASSEMB TECH.	)	 	 
	LTD	)	 	 
	in the presence of:	)	 	/s/ Wang Guoping

 

	 	 	 	Name: Wang Guoping
	 	 	 	Title: Director and Chief Executive Officer
	 

 
	 	 	 
	Name:	 	 	 
	Title:	 	 	 






51