EXHIBIT
10.16


First
Amendment to the


AMENDED
AND RESTATED


SHAREHOLDERS’ AGREEMENT


This Amendment (the “Amendment”) to the Amended and Restated Shareholders’ Agreement
dated August 12th, 2005 (the “Amended Agreement”), is hereby made effective
this 1st day of January, 2007 (the “Amendment Effective Date”) by and amongst  Taiwan
Semiconductor Manufacturing Co., Ltd. a company incorporated
under the laws of Taiwan, Republic of China (“TSMC”), OmniVision International Holding Ltd., an
exempted company incorporated under the Companies Law of Cayman Islands (“OmniVision”),
VisEra Technologies Company, Ltd.,
a company incorporated under the laws of Taiwan, Republic of China (“VisEra Taiwan”), and VisEra Holding Company,
an exempted company incorporated under the Companies Law of the Cayman Islands
(“VisEra Cayman”).  OmniVision and TSMC
are each sometimes referred to herein as a “Shareholder” and collectively as the
“Shareholders”; OmniVision, TSMC, VisEra Taiwan and VisEra Cayman are each sometimes referred
to herein as a “Party” or collectively as the “Parties”.


WHEREAS, the Parties for their mutual benefit and in furtherance of the
Purpose of the Amended Agreement desire to make certain modifications to the
Amended Agreement to allow for the infusion of additional capital into the JV;


THEREFORE, in accordance with Section 16.8 of the Amended Agreement,
the Parties agree as follows:


1.               The
following provisions of the Amended Agreement are hereby amended as follows:


(a)          The
words “chip probing,” are hereby added before the words “IC packaging” at the
end of line three of Section 1.1.


(b)         The
word “shall” is hereby deleted and replaced with the word “may” on line three
of Section 3.2(f);


(c)          The
words “date of the Approval” is hereby deleted from Section 3.6(a) and replaced
by “Amendment Effective Date”;


(d)         The
words “in at least the amounts as set forth immediately below, at a par value
of US$1.00 and a purchase price of US$1.00” are hereby deleted from Section
3.6(c) and replaced with “in amounts and at an equitable purchase price as the
Parties shall mutually agree between them”.


(e)          The
word “JULY” on line three of the legend text in Section 3.9 is hereby deleted
and replaced with the word “AUGUST”.











2.               The
following sections are hereby added to the Amended Agreement:


3.6                                 Final JV Entity; Phase III Transaction;
Capitalization of Phase III.


(e)          In addition to contribution of capital
above, at a time mutually agreed to by TSMC and OmniVision, TSMC and
OmniVision shall each contribute the
amount set forth below to VisEra Cayman in exchange for the VisEra Cayman common shares set forth in (ii) below.


(i)                                     The
consideration for such shares shall be made in cash or in kind.  These shares issued by VisEra Cayman shall be legended as
described in Section 3.9 The shares issued upon said payment shall be issued as fully paid and
non-assessable.


(ii)                                  VisEra Cayman shall issue these common
shares at a purchase price of US$1.50 per share and at a par value of US$1.00
per share as set forth immediately below:


	
  Phase IIIb

  	
   

  	
  USD

  	
   

  	
  Common Shares

  	
   

  
	
  TSMC

  	
   

  	
  27,000,000

  	
   

  	
  18,000,000

  	
   

  
	
  OmniVision

  	
   

  	
  27,000,000

  	
   

  	
  18,000,000

  	
   

  



 


(f)            VisEra
Cayman shall take such other steps and obtain such other approvals from
Additional Investors as may be required by any written instruments executed
between such Additional Investors and VisEra Cayman and consistent with this
Amendment and the Amended Agreement.


3.               The
table in Section 3.8 is hereby deleted and replaced as follows:


	
  Cumulative

  	
   

  	
  Phase I

  	
   

  	
  Phase II

  	
   

  	
  Phase III

  	
   

  
	
  Capital and 

  Shareholding 

  	
   

  	
  Shareholding(shs)

  	
   

  	
  Shareholding

  (%)

  	
   

  	
  Shareholding

  (shs)

  	
   

  	
  Shareholding

  (%)

  	
   

  	
  Shareholding

  (shs)

  	
   

  	
  Shareholding

  (%)

  	
   

  
	
  TSMC

  	
   

  	
  1,931,325

  	
   

  	
  28.14

  	
  %

  	
  18,931,325

  	
   

  	
  46.33

  	
  %

  	
  43,000,000

  	
   

  	
  46.95

  	
  %

  
	
  OmniVision

  	
   

  	
  1,931,325

  	
   

  	
  28.14

  	
  %

  	
  18,931,325

  	
   

  	
  46.33

  	
  %

  	
  43,000,000

  	
   

  	
  46.95

  	
  %

  
	
  Additional
  Investment

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0.00

  	
  %

  	
  2,580,000

  	
  *

  	
  2.82

  	
  %

  
	
  Technical Stock**

  	
   

  	
  3,000,000

  	
   

  	
  43.72

  	
  %

  	
  3,000,000

  	
   

  	
  7.34

  	
  %

  	
  3,000,000

  	
   

  	
  3.28

  	
  %

  
	
  Total

  	
   

  	
  6,862,650

  	
   

  	
  100.00

  	
  %

  	
  40,862,650

  	
   

  	
  100.00

  	
  %

  	
  91,580,000

  	
   

  	
  100.00

  	
  %

  



 






(*assumes exercise
of pro-rata subscription rights by existing additional investors, but excludes
any amounts which may be obtained from any future additional investors;


**Technical Stock share values assume the transaction in 3.2(f) has
taken place at an exchange rate of 1:1; the actual exchange rate shall be
approved by TSMC and OmniVision, though in no event shall the amount cause the
aggregate holding of entities other than OmniVision and TSMC to exceed the
limits set forth in Section 3.5)











4.               In
the event of any conflict between this Amendment and the Amended Agreement, the
terms of this Amendment shall control. 
The capitalized terms used herein will have the same meaning as set
forth in the Amended Agreement, except as otherwise provided in this Amendment.  All other provisions of the Amended Agreement
shall remain in full force and effect.


IN WITNESS
WHEREOF, the parties, by their duly authorized representatives, hereby have
executed this contract as of the last date indicated below


	
  TAIWAN SEMICONDUCTOR   

  	
   

  	
  OMNIVISION INTERNATIONAL 

  
	
  MANUFACTURING CO.,
  LTD. 

  	
   

  	
  HOLDING LTD. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  	
  BY: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME:

  	
   

  	
  NAME:  

  
	
  TITLE:  

  	
   

  	
  TITLE:  

  
	
  DATE:

  	
   

  	
  DATE:

  
	
  VISERA
  TECHNOLOGIES COMPANY, 

  	
   

  	
  VISERA HOLDING COMPANY 

  
	
  LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY: 

  	
   

  	
   

  	
   

  	
  BY: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME:

  	
   

  	
  NAME:  

  
	
  TITLE:

  	
   

  	
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  DATE:

  	
   

  	
  DATE: