Ex-4.46 Manufacturer's Representative Agreement



Table of Contents




Exhibit 4.46




Dated this 22nd day of June 2006




Between




WUXI CR MICRO-ASSEMBLY TECH. LTD.

as the manufacturer




And




CHINA RESOURCES LOGIC LIMITED




And




STATS CHIPPAC (BVI) LIMITED

as the manufacturer’s representative




And




STATS CHIPPAC LTD.





 




MANUFACTURER’S REPRESENTATIVE AGREEMENT




 




 









Table of Contents
















TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	HEADING	 	PAGE	 
	 
	 	 	 	 	 	 
	1.
	 	DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 
	2.
	 	APPOINTMENT OF SCBL	 	 	4	 
	 
	 	 	 	 	 	 
	3.
	 	DURATION	 	 	4	 
	 
	 	 	 	 	 	 
	4.
	 	THE SERVICES	 	 	5	 
	 
	 	 	 	 	 	 
	5.
	 	ANST’S OBLIGATIONS	 	 	5	 
	 
	 	 	 	 	 	 
	6.
	 	FEES, COMMISSION AND EXPENSES	 	 	5	 
	 
	 	 	 	 	 	 
	7.
	 	GUARANTEE	 	 	6	 
	 
	 	 	 	 	 	 
	8.
	 	NON-SOLICITATION	 	 	7	 
	 
	 	 	 	 	 	 
	9.
	 	INDEPENDENT CONTRACTOR	 	 	7	 
	 
	 	 	 	 	 	 
	10.
	 	PERFORMANCE OF SERVICES	 	 	7	 
	 
	 	 	 	 	 	 
	11.
	 	INDEMNITY	 	 	7	 
	 
	 	 	 	 	 	 
	12.
	 	TERMINATION	 	 	7	 
	 
	 	 	 	 	 	 
	13.
	 	ASSIGNMENT	 	 	8	 
	 
	 	 	 	 	 	 
	14.
	 	CONFIDENTIALITY	 	 	8	 
	 
	 	 	 	 	 	 
	15.
	 	COMMUNICATIONS	 	 	10	 
	 
	 	 	 	 	 	 
	16.
	 	COSTS AND EXPENSES	 	 	11	 
	 
	 	 	 	 	 	 
	17.
	 	ENTIRE AGREEMENT	 	 	11	 
	 
	 	 	 	 	 	 
	18.
	 	SEVERABILITY	 	 	11	 
	 
	 	 	 	 	 	 
	19.
	 	WAIVER	 	 	11	 
	 
	 	 	 	 	 	 
	20.
	 	FORCE MAJEURE	 	 	11	 
	 
	 	 	 	 	 	 
	21.
	 	GOVERNING LAW AND ARBITRATION	 	 	12	 
	 
	 	 	 	 	 	 
	22.
	 	MISCELLANEOUS	 	 	12	 
	 
	 	 	 	 	 	 
	SCHEDULE	 	 	 	 
	 
	 	 	 	 	 	 
	DEFINITION OF “COMMERCIALLY REASONABLE EFFORTS” BY SCBL
FOR THE PURPOSES OF CLAUSE 4.1(b) OF THIS AGREEMENT	 	 	
14	 






1









Table of Contents










THIS MANUFACTURER’S REPRESENTATIVE AGREEMENT is made on the 22nd day
of June 2006



BETWEEN:





	(1)	 	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”);
	 
	(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)	 	STATS CHIPPAC (BVI) LIMITED, a British Virgin Islands corporation having its principal place
of business at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
(“SCBL”); and
	 
	(4)	 	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”),
	 
	 	 	(collectively, the “Parties” and each a “Party”).





WHEREAS:





	(A)	 	SCBL has agreed to enter into this manufacturer’s representative agreement pursuant to which
SCBL shall perform the Services (as defined below) for the benefit of ANST for the
consideration and upon the terms and conditions set out in this Agreement.
	 
	(B)	 	CRL has entered into this Agreement to guarantee to and covenant with SCBL the due and
punctual performance by ANST of its payment obligations under this Agreement.
	 
	(C)	 	SCL has entered into this Agreement to undertake to procure the due and punctual performance
by SCBL of its covenants and obligations under this Agreement.





IT IS AGREED as follows:









	1.	 	DEFINITIONS






	1.1	 	In this Agreement, unless the context otherwise requires, the following expressions shall
have the following meanings:
	 
	 	 	“Accepted Order” shall have the meaning ascribed to it in Clause 4.2;
	 
	 	 	“Assets Sale and Purchase Agreement” shall have the meaning ascribed to it in the
Subscription Agreement;
	 
	 	 	“Commissionable Revenues” in relation to a period of time means the aggregate
revenues of ANST for assembly and testing services provided by ANST arising from Accepted
Orders pursuant to the performance of the Services by SCBL, based on the total amounts
invoiced by ANST to the Transfer Customers for such orders during that period (excluding
taxes and the value of wafer and chips);
	 
	 	 	“Commencement Date” means 1 January 2007;




2









Table of Contents












	 	 	“commercially reasonable efforts” for the purposes of the discharge of SCBL’s
obligations under Clause 4.1(b), shall mean such steps to be taken by SCBL as set out in
the Schedule;
	 
	 	 	“Confidential Information” means any information which is proprietary and
confidential to a Party including but not limited to the terms and conditions of this
Agreement, information concerning or relating in any way whatsoever to its distributorship,
franchise or other arrangements, principals, any of the trade secrets or confidential
operations, processes or inventions carried on or used by a Party, any information
concerning the organisation, business, finances, transactions or affairs of a Party,
dealings of a Party, secret or confidential information which relates to the business or
Party or any of its principals’, clients or customers’ transactions or affairs, any Party’s
technology, designs, documentation, manuals, budgets, financial statements or information,
accounts, dealers’ lists, customer lists, marketing studies, drawings, notes, memoranda and
the information contained therein, any information therein in respect of trade secrets,
technology and technical or other information relating to the development, manufacture,
clinical testing, analysis, marketing, sale or supply or proposed development, manufacture,
clinical testing, analysis, marketing, sale or supply of any products or services by a
Party, and plans for the development or marketing of such products or services and
information and material which is either marked confidential or is by its nature intended
to be exclusively for the knowledge of the recipient alone;
	 
	 	 	“Fees” means the fees and commission to be paid by ANST to SCBL for the
Services to be calculated and paid in accordance with Clause 6 of this Agreement;
	 
	 	 	“Joint Venture Agreement” shall have the meaning ascribed to it in the Subscription
Agreement;
	 
	 	 	“MAT” means Micro Assembly Technologies Limited, a company established in the BVI
with its registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands;
	 
	 	 	“PRC” means the People’s Republic of China;
	 
	 	 	“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;
	 
	 	 	“Services” shall have the meaning ascribed to it in Clause 4.1;
	 
	 	 	“SIAC” means the Singapore International Arbitration Centre;
	 
	 	 	“SIAC Rules” means the SIAC Arbitration Rules in force at the date of this
Agreement;
	 
	 	 	“Subscription Agreement” means the subscription agreement entered or to be entered
into between SCL, CRL, MAT and Wuxi CRM pursuant to which, inter alia, SCL agrees to
subscribe for a 25% stake in the enlarged share capital of MAT;
	 
	 	 	“Transfer Customers” means the existing and future customers referred to ANST by
SCL and/or its subsidiaries including without limitation, fabless IC companies, fabless
ASIC companies, wafer foundries and test and assembly houses;
	 
	 	 	“Transfer Customer Confidential Information” means any Confidential Information of
or relating to any Transfer Customer;




3









Table of Contents












	 	 	“Transferred Products” means the PDIP, SOIC, PLCC, TSSOP, MSOP and SSOP product
ranges;
	 
	 	 	“US$” or “US Dollars” means the lawful currency of the United States of
America;
	 
	 	 	“Wuxi CRM” means Wuxi China Resources Microelectronics (Holdings) Limited, a
company established in the BVI with its registered office at Pasea Estate, Road Town,
Tortola, British Virgin Islands; and
	 
	 	 	“Year” means a calendar year commencing on 1 January and ending on 31 December.
	 
	1.2	 	Unless the context or the provisions of this Agreement otherwise requires:






	 	(a)	 	words importing the singular number include the plural number, and vice
versa;
	 
	 	(b)	 	the words “hereof”, “herein”, “hereinafter”,
“hereon” and “hereunder” and words of similar import, when used in
this Agreement, refer to this Agreement as a whole and not to any particular provision
of this Agreement;
	 
	 	(c)	 	references to Clauses and the Schedule are references to the Clauses of and
the Schedule to this Agreement;
	 
	 	(d)	 	the headings to the Clauses hereof shall not be deemed to be a part thereof
or be taken in consideration in the interpretation or construction thereof or of this
Agreement;
	 
	 	(e)	 	references to documents include, amendments, variations, modifications and
replacements thereof and supplements thereto;
	 
	 	(f)	 	references to a Party include its permitted assigns and transferee and its
successors in title;
	 
	 	(g)	 	references to times of day shall (unless otherwise stated) be references to
the PRC time;
	 
	 	(h)	 	references to a day, month or year shall be construed by reference to the
Gregorian calendar;
	 
	 	(i)	 	reference to “this Agreement” shall be deemed to be references to
this Manufacturer’s Representative Agreement; and
	 
	 	(j)	 	the expression “subsidiary” shall mean any company in which a Party
directly or indirectly owns more than fifty percent (50%) of such company’s capital
and voting rights of such company.










	2.	 	APPOINTMENT OF SCBL






	 	 	ANST hereby appoints SCBL as its non-exclusive manufacturer’s representative to provide the
Services subject to the terms and conditions of this Agreement and SCBL hereby accepts such
appointment.










	3.	 	DURATION






	 	 	This Agreement shall be for a term starting from the Commencement Date and expiring on 31
December 2009 unless terminated earlier in accordance with the terms of this Agreement.




4









Table of Contents
















	4.	 	THE SERVICES






	4.1	 	As a manufacturer’s representative, SCBL shall during the term of this Agreement:






	 	(a)	 	solicit orders from Transfer Customers to be placed directly with ANST; and
	 
	 	(b)	 	use commercially reasonable efforts to assist ANST in relation to promotional
activities and events as set out in the Schedule to this Agreement,






	 	 	collectively, the “Services”.
	 
	4.2	 	Orders from Transfer Customers shall be placed directly with ANST who shall use commercially
reasonable efforts to confirm such orders (each such confirmed order an “Accepted
Order”) and issue invoices promptly to the Transfer Customers, with copies extended to
SCBL.
	 
	4.3	 	For avoidance of doubt, SCBL’s obligations shall be limited strictly to the performance of
the Services and SCBL shall under no circumstances be responsible to ANST, any Transfer
Customers or any other party for:






	 	(a)	 	procuring payment of any invoices by Transfer Customers;
	 
	 	(b)	 	satisfying any orders from Transfer Customers; or
	 
	 	(c)	 	for any products or services sold or provided to Transfer Customers.










	5.	 	ANST’S OBLIGATIONS






	 	 	ANST agrees and undertakes that it shall use commercially reasonable efforts to:






	 	(a)	 	promptly accept and confirm orders from Transfer Customers and issue invoices
to Transfer Customers for such orders;
	 
	 	(b)	 	provide such assistance as SCBL may reasonably require to facilitate the
performance by SCBL of the Services, including without limitation, promptly providing
SCBL with complete, accurate and updated copies of price lists, delivery schedules and
standard terms and conditions of sale and such other information in connection with
ANST’s products and services;
	 
	 	(c)	 	prepare and furnish to SCBL within three (3) days of the end of each quarter,
a quarterly report setting out sufficient details of the aggregate Commissionable
Revenues for that quarter, in form and substance satisfactory to SCBL; and
	 
	 	(d)	 	provide SCBL and its officers, employees, representatives and agents
(collectively, the “Representatives”) access to all its financial and
operating data, books and records as SCBL and/or the Representatives may from time to
time require, in connection with verifying the quarterly reports referred to in
sub-paragraph (c) above.










	6.	 	FEES, COMMISSION AND EXPENSES






	6.1	 	In consideration of the performance of the Services by SCBL, ANST shall pay the Fees to SCBL
on a quarterly basis. The Fees payable each quarter shall be an amount equal to:




5









Table of Contents












	 	(a)	 	in Year 2007, 4% of the aggregate Commissionable Revenues for that quarter;
	 
	 	(b)	 	in Year 2008, 4% of the aggregate Commissionable Revenues for that quarter;
and
	 
	 	(c)	 	in Year 2009, 2% of the aggregate Commissionable Revenues for that quarter.






	6.2	 	Without prejudice to Clause 6.1, ANST shall reimburse SCBL for any out-of-pocket costs and
expenses incurred by SCBL or its Related Corporation(s) (as the case may be) in the course of
performing the Services in relation to which the prior approval in writing of ANST has been
obtained.
	 
	6.3	 	All payments due and payable to SCBL pursuant to Clauses 6.1 and 6.2 shall be made in US
Dollars without any set-off or counterclaim and free and clear of and without any deduction
(save as permitted under Clause 6.4) within five (5) days of the end of each quarter by cheque
or such other means as directed by SCBL. Where such payments are disputed, ANST shall continue
to pay any disputed amount. If such disputed amount is resolved by agreement between ANST and
SCBL, or by an order of court or an arbitral award, in ANST’s favour, SCBL shall repay to ANST
such amount agreed between ANST and SCBL or, as the case may be, set out in the order of court
or arbitral award.
	 
	6.4	 	If any payments made by ANST to SCBL under this Agreement are subject to withholding tax
levied by a governmental authority, ANST may withhold the applicable withholding tax from the
relevant payment and remit the balance to SCBL. For the avoidance of doubt, ANST shall be
entitled to withhold such withholding tax notwithstanding any disputes in relation to such
withholding tax.










	7.	 	GUARANTEE






	7.1	 	In consideration of SCBL agreeing, at the request of CRL and ANST, to enter into this
Agreement, CRL hereby guarantees and undertakes to SCBL the due and punctual payment by ANST
to SCBL and/or its nominee(s) of all sums which are payable to SCBL and/or its nominee(s)
under Clauses 6.1 and 6.2 (the “CRL Guarantee”) and accordingly, in the event that ANST is
unable to perform any of its payment obligations under Clauses 6.1 and 6.2 within 60 days
after the due date in relation to such payment obligation, CRL shall forthwith perform such
obligation to pay.
	 
	7.2	 	The CRL Guarantee is a continuing guarantee and shall remain in full force and effect until
all the payment obligations of ANST under Clauses 6.1 and 6.2 shall have been performed in
full or discharged and are in addition to and not in substitution for any other rights which
SCBL may have under or by virtue of this Agreement. CRL shall not be exonerated or discharged
from liability under this guarantee by time being given to ANST by SCBL or by any other
indulgence or concession to any person granted by SCBL and time given to ANST by SCBL or any
other indulgence or concession granted by SCBL to any person shall not be construed as a
waiver of any of the rights of SCBL under this Agreement.
	 
	7.3	 	In consideration of CRL agreeing, at the request of SCL and SCBL, to enter into this
Agreement, SCL hereby undertakes to ANST to procure the due and punctual performance by SCBL
of its covenants and obligations under Clause 4.1 (the “SCL Undertaking”). The SCL
Undertaking is a continuing undertaking and shall remain in full force and effect until all
the obligations of SCBL under Clause 4.1 shall have been performed in full or discharged.




6









Table of Contents
















	8.	 	NON-SOLICITATION 






	 	 	Each of CRL and ANST jointly and severally covenants with and undertakes to SCBL that it
shall not, and shall procure that each of CRL’s subsidiaries shall not, without the prior
written consent of SCBL, at any time induce or attempt to induce any person who is at the
time of this 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 its Related
Corporations (as the case may be).










	9.	 	INDEPENDENT CONTRACTOR






	9.1	 	In performing the Services and carrying out its obligations under this Agreement, SCBL shall
act as an independent contractor and not the agent of ANST, and neither SCBL nor any of its
directors, employees or agents shall have any authority to negotiate or enter into contracts
on behalf of or otherwise to bind ANST (except where authorised expressly in writing by ANST).
	 
	9.2	 	Nothing in this Agreement shall be deemed to constitute a partnership between the Parties nor
constitute SCBL the agent of ANST or otherwise entitle SCBL to have authority to bind ANST for
any purpose.










	10.	 	PERFORMANCE OF SERVICES






	 	 	ANST hereby agrees that SCBL shall be entitled in its discretion to perform its obligations
hereunder through one or more of its Related Corporations and such performance shall
constitute full discharge by SCBL of such obligations Provided always that SCBL shall
remain liable to ANST for the performance of any obligations of SCBL under this Agreement.










	11.	 	INDEMNITY






	 	 	ANST hereby irrevocably and unconditionally undertakes to fully and effectively indemnify
SCBL, its directors, officers and employees, on demand from and against any expense
(including, without limitation, legal fees on an indemnity basis), loss, damage, claim or
liability whatsoever which SCBL, its directors, officers or employees may incur in
connection with loss or damage or injury to persons or property or business arising out of
or in connection with any product liability or similar claim arising or resulting from the
products or services rendered under or in relation to the Accepted Orders by ANST (save
where such loss, damage or injury is attributable to the gross negligence of SCBL or its
employees).










	12.	 	TERMINATION






	12.1	 	This Agreement may be terminated at any time by the mutual agreement of ANST and SCBL.
	 
	12.2	 	The termination of this Agreement shall not affect the accrued rights, obligations and
liabilities of the respective Parties in respect of or arising out of or in connection with
this Agreement as at the date of termination and in particular but without limitation the
right by any Party to recover losses, damages, costs and expenses against the other Party.
	 
	12.3	 	In the event of termination or cessation of this Agreement for any reason whatsoever ANST
shall pay to SCBL within thirty (30) days of such termination all sums due and payable to SCBL
under this Agreement.




7









Table of Contents
















	13.	 	ASSIGNMENT






	13.1	 	This Agreement shall be binding upon and enure for the benefit of the permitted successors of
the Parties.
	 
	13.2	 	Unless otherwise agreed in writing by the Parties, none of the Parties shall be entitled to
assign this Agreement or any of its rights and obligations hereunder except that CRL may
assign and transfer its rights and obligations under this Agreement in the manner set out in
Clause 13.3 below.
	 
	13.3	 	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 13.2, CRL may (but shall not be obliged to)
transfer or assign its rights and obligations under this Agreement to its successor entity
pursuant to the Restructuring Exercise (“CRL Successor Entity”) and no consent shall
be required from any Party in respect of such assignment or transfer of CRL’s rights and
obligations Provided that (i) such CRL Successor Entity’s net asset value (total assets minus
total liabilities (excluding shareholders’ equity)) at the time of such assignment or transfer
of CRL’s rights and obligations shall not be less than CRL’s net asset value (total assets
minus total liabilities (excluding shareholders’ equity)) as of the date of this 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 SCBL’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 SCBL’s independent external auditors shall be final,
conclusive and binding on CRL and SCBL.










	14.	 	CONFIDENTIALITY






	14.1	 	The Parties shall (and shall procure that its agents and where applicable its officers and
employees shall) at all times use all reasonable endeavours to keep confidential any
Confidential Information which it may acquire in relation to any other Party or in relation to
the clients, business or affairs of any other Party and shall not use or disclose such
information to any other person except with the consent of that other party or in accordance
with the order of a court of competent jurisdiction or of any governmental or regulatory
authority (whether in Singapore or elsewhere).
	 
	14.2	 	Notwithstanding Clause 14.1, the confidentiality obligation shall not apply to:






	 	(a)	 	any information obtained from any Party which becomes generally known to the
public, other than by reason of any wilful or negligent act or omission of any Party
or any of its 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);




8









Table of Contents












	 	(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
Agreement;
	 
	 	(d)	 	any information disclosed by a Party to the directors, officers, employees,
agents, advisors or the investors of the Party and/or other subsidiaries of the Party;
and
	 
	 	(e)	 	any information which is Transfer Customer Confidential Information which is
subject to confidentiality undertakings entered into between ANST and each such
Transfer Customer.






	14.3	 	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 14.3.






	 	 	Each of CRL and ANST further acknowledges that SCBL 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 14.3.
	 
	14.4	 	Each of CRL and ANST shall jointly and severally hold harmless and indemnify SCBL, 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
14.3. The aggregate liability of CRL and ANST for any breach of Clause 14.3 of this Agreement,
Clause 24.3 of the Joint Venture 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.
	 
	14.5	 	While the restrictions contained in Clause 14.3 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 Related Corporations but
would be valid if part of the wording thereof were deleted or the periods (if any) thereof
were reduced or the range of activities or areas dealt with thereby were reduced in scope, the
said restrictions shall apply with such modifications as may be necessary to make them valid
and effective.
	 
	14.6	 	CRL and ANST acknowledge that no right or licence is granted by SCBL in relation to any
Transfer Customer Confidential Information.
	 
	14.7	 	The obligations contained in this Clause shall endure, notwithstanding the termination of
this Agreement, without limit in point of time except and until any Confidential Information
enters the public domain as set out above.




9









Table of Contents
















	15.	 	COMMUNICATIONS






	15.1	 	Any notice required to be given by a Party to the other Parties shall be deemed validly
served by hand delivery or by telefax or by prepaid registered letter or by a recognised
courier service sent to its address or facsimile number given herein or such other address or
facsimile number as may from time to time be notified for this purpose. The initial addresses
and telefax numbers of the Parties are:





	 	 	 	 	 	 
	 	ANST

	 	:
	 	Wuxi CR Micro-Assemb Tech. Ltd.
	 	 
	 	 	 	 
	 	Fax Number

	 	:
	 	+86 510 5804647
	 	 
	 	 	 	 
	 	Address

	 	:
	 	14 Liangxi Road, Bin Hu District, Wuxi, Jiangsu Province, PRC
	 	 
	 	 	 	 
	 	Attention

	 	:
	 	Mr. Zhang Xiao Jian, Director
	 	 
	 	 	 	 
	 	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
	 	 
	 	 	 	 
	 	SCBL

	 	:
	 	STATS ChipPAC (BVI) Limited
	 	 
	 	 	 	 
	 	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
	 	 
	 	 	 	 
	 	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







	15.2	 	Any such notice or communication shall be deemed to have been served:






	 	(a)	 	if delivered by hand, at the time of delivery; or
	 
	 	(b)	 	if posted by prepaid ordinary mail, at the expiration of three (3) days after
the envelope containing the same shall have been put into the post; or
	 
	 	(c)	 	if sent by facsimile, upon the receipt by the sender of the transmission
report indicating that the notice or communication has been sent in full to the
recipient’s facsimile machine, or such other similar medium of receipt; or




10









Table of Contents












	 	(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.






	15.3	 	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.










	16.	 	COSTS AND EXPENSES






	 	 	The Parties agree that each shall bear its own costs and expenses in connection with the
drafting, preparation and implementation of this Agreement provided that all taxes payable
by SCBL arising from the payments received under Clauses 6.1 and 6.2 of this Agreement
shall be borne by SCBL.










	17.	 	ENTIRE AGREEMENT






	17.1	 	This Agreement supersedes any other agreement, letter, correspondence (oral or written or
expressed or implied) entered into prior to this Agreement in respect of the matters dealt
with in this Agreement.
	 
	17.2	 	No amendment of, or addition to, the provisions of this Agreement shall be binding or
effective unless it is in writing and signed by the Parties.










	18.	 	SEVERABILITY






	 	 	Any term, condition, stipulation, provision, covenant or undertaking in this Agreement
which is or may become illegal, void, prohibited or unenforceable in any respect under any
law shall be ineffective to the extent of such illegality, voidness, prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such
illegality, voidness, prohibition or unenforceability shall not invalidate or render
illegal, void or unenforceable any other term, condition, stipulation, provision, covenant
or undertaking herein contained.










	19.	 	WAIVER






	 	 	Knowledge or acquiescence by any Party of or in any breach of any of the terms, conditions
or covenants herein contained shall not operate as or be deemed to be a waiver of such
terms, conditions or covenants or any of them and notwithstanding such knowledge or
acquiescence, each Party shall be entitled to exercise its respective rights under this
Agreement and to require strict performance by the other Parties of the terms, conditions
and covenants herein.










	20.	 	FORCE MAJEURE






	 	 	None of the Parties shall be liable for any delay or default in the performance of its
obligations under this Agreement caused by circumstances beyond the control and without the
fault or negligence of such Party, including but not restricted to acts of God, acts of the
public enemy, perils of navigation, fire, hostilities, war (declared or undeclared),
blockade, labour disturbances, strikes, riots, insurrections, civil commotion, earthquakes,
accidents or other cause(s) electronically or otherwise beyond the Party’s control. In any
of the events mentioned above, the relevant Party




11









Table of Contents












	 	 	shall, for the duration of such event, be relieved of any such obligation under this
Agreement as is affected by said event.
	 
	 	 	PROVIDED that the provisions of this Agreement shall remain in force with regard to all
other obligations under this Agreement which are not affected by such event.
	 
	 	 	AND PROVIDED further that all Parties shall resume their full obligations under this
Agreement upon the cessation of such event.










	21.	 	GOVERNING LAW AND ARBITRATION






	21.1	 	This Agreement shall be governed by and construed in accordance with the laws of Singapore.
	 
	21.2	 	The Parties shall use their best efforts promptly and adequately to resolve any dispute or
difference which may arise between the Parties touching any matter or thing herein contained
or the operation or construction thereof or any matter or thing in any way connected with this
Agreement or the rights, duties or liabilities of any Party under or in connection with this
Agreement, through amicable consultations, conciliations, mediations or other agreed upon
means.
	 
	21.3	 	In case any dispute or difference shall arise between the Parties as to the construction of
this Agreement or as to any matter of whatsoever nature arising thereunder or in connection
therewith, including any question regarding its existence, validity or termination, such
dispute or difference shall be submitted to a single arbitrator to be appointed by the
Chairman for the time being of the SIAC. Such submission shall be a submission to arbitration
in accordance with the SIAC Rules by which the Parties agree to be so bound. The place of
arbitration shall be Singapore and the arbitration shall be conducted wholly in the English
language.
	 
	21.4	 	The Parties acknowledge that monetary damages might not be an adequate remedy for the breach
by any Party of this Agreement and that in any proceedings brought in accordance with this
Clause, any Party may apply for specific performance or injunctive relief or other form of
relief including damages in respect of interest and/ or loss of profit that may be granted by
the arbitrator or court before which such proceedings are taking place.
	 
	21.5	 	Judgement upon the arbitral award may be rendered by any court of competent jurisdiction and
application may be made to any court of competent jurisdiction for a judicial acceptance of
the award and an order of enforcement. Insofar as permissible under the applicable laws, the
Parties hereby waive all rights to object to any action for judgement or execution on grounds
of lack of jurisdiction or on the merits of the claim or on any other ground available which
may be brought before the relevant court on an arbitration award or a judgment rendered
thereon.










	22.	 	MISCELLANEOUS






	22.1	 	This Agreement may be executed in any number of counterparts or duplicates each of which
shall be an original, but such counterparts or duplicates shall together constitute but one
and the same agreement.
	 
	22.2	 	This Agreement is made out in six (6) originals in Chinese and four (4) originals in English.
Both language versions shall have equal legal force provided that if there is a conflict
between them the English version shall take precedence.
	 
	22.3	 	Time wherever mentioned shall be of the essence of this Agreement, both as regards the dates
and periods specifically mentioned and as to any dates and periods which may by agreement in
writing between the Parties be substituted for them.




12









Table of Contents












	22.4	 	Each of the Parties shall do and execute or procure to be done and executed all such further
acts deeds things and documents as may be necessary to give effect the terms of this
Agreement.
	 
	22.5	 	The Contract (Rights of Third Parties) Act, Chapter 53B of Singapore (the “Act”)
shall not under any circumstances apply to this Agreement and any person who is not a party to
this Agreement (whether or not such person shall be named, referred to, or otherwise
identified in, or form part of a class of persons so named, referred to or identified in, this
Agreement) shall have no right whatsoever under the Act to enforce this Agreement or any of
its terms, but this does not affect any right or remedy of a third party which exists or is
available apart from the Act.




13









Table of Contents















SCHEDULE








DEFINITION OF “COMMERCIALLY REASONABLE EFFORTS” BY SCBL FOR THE

PURPOSES OF CLAUSE 4.1(b) OF THIS AGREEMENT 




Devote adequate time and effort to promote the services provided by ANST in respect of the
Transferred Products through the following activities:




	1.	 	Provide assistance to ANST in promotional activities such as sales calls, trade shows,
product presentations and other activities of ANST with respect to the services provided by
ANST in respect of the Transferred Products.
	 
	2.	 	Provide liaison & support to Transfer Customers as are reasonable to promote the goodwill of
ANST.
	 
	3.	 	Provide a 6 monthly rolling sales forecast to ANST, on a monthly basis.
	 
	4.	 	Assist ANST in the resolution of complaints from Transfer Customers and issue resolution
regarding the services provided by ANST in respect of the Transferred Products or ANST’s
performance.




14









Table of Contents











IN WITNESS WHEREOF the Parties have hereunto set their hands.



	 	 	 	 	 
	CRL
	 	 	 	 
	 
	 	 	 	 
	SIGNED by

Wang Guoping

for and on behalf of

CHINA RESOURCES LOGIC LIMITED

in the presence of:


	 	)

)

)

)

)
	 	/s/ Wang Guoping
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:
 
	Name:

Title:
	 	 	 	 
	 
	 	 	 	 
	ANST
	 	 	 	 
	 
	 	 	 	 
	SIGNED by

Wang Guoping

for and on behalf of

WUXI CR MICRO-ASSEMB TECH. LTD.

in the presence of:


	 	)

)

)

)

)
	 	/s/ Wang Guoping
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:
 
	Name:

Title:
	 	 	 	 
	 
	 	 	 	 
	SCBL
	 	 	 	 
	 
	 	 	 	 
	SIGNED by

Tan Lay Koon

for and on behalf of

STATS CHIPPAC (BVI) LIMITED

in the presence of:


	 	)

)

)

)

)
	 	/s/ Tan Lay Koon
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:
 
	Name:

Title:
	 	 	 	 
	 
	 	 	 	 
	SCL
	 	 	 	 
	 
	 	 	 	 
	SIGNED by

Tan Lay Koon

for and on behalf of

STATS CHIPPAC LTD.

in the presence of:


	 	)

)

)

)

)
	 	/s/ Tan Lay Koon
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	Name:

Title:
	 	 	 	 






15