**Exhibit10.33**

 
|   | Agreement  No. : 53092100927201 |
|--------|--------------------------------------|

 

 

**Mortgage Agreement**

 

**Important** : This Agreement is enteredinto by and between the parties in accordance with relevant laws andregulations and based on equal and free negotiations, and all the provisions underthis Agreement represent true intention of both parties. In order to fullyprotect the legal rights of mortgagor, mortgagee specifically urges themortgagor to carefully read the provisions in bolded fonts of this Agreement,and consider the contents thereof thoroughly.

 

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**Mortgagee**: **Industrialand Commercial Bank of China Limited, Shanghai Pudong Development ZoneSub-Branch**(hereinafter “Party A”)

 

Principal : Yanfen Wu

 

Business Address : No. 1391, Jinqiao Road,Pudong New Area, Shanghai

 

Tel & Fax : 68455836   58992264

 

**Mortgagor**: **OmniVisionTechnologies (Shanghai) Co., Ltd.** (hereinafter “Party B”)

 

Legal Representative : HE XINPING

 

BusinessAddress or Domicile :  Room 402, No. 88,Lane 887, Zuchongzhi Road, Shanghai

 

Tel &Fax: 61055132 61055101

 

Tosecure the creditor’s rights of Party A, Party B is willing to provide amortgage guaranty (counter-guaranty) to Party A. For the purpose of specifyingboth parties’ respective rights and obligations, and in accordance with theContract Law, the Guarantee Law, the Property Law and other relevant laws andregulations, Party A and Party B hereby enter into this Agreement after equalconsultation.

 

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**Article I    The Master Creditor’s Right Guarantied**

 

**Article 1.1 **The mastercreditor’s right guaranteed by Party B shall be the creditor’s right that PartyA is entitled to under Item A below (hereinafter “Master Agreement”)entered into with **OmniVision Technologies (Shanghai)Co., Ltd.** (hereinafter the “Debtor”):

 

A.  Fixed Assets Loan Agreement (No.: 53092100927)

B.  Bank Acceptance Agreement (No.:           )

C.  Guarantee Issuance Agreement (No.:          )

D.  Letter of Credit Issuance Agreement(No.:          )

E.

 

**Article 1.2 **The amount andterm of the master creditor’s right shall be subject to the provisions of theMaster Agreement.

 

**Article II   The Scope of the Mortgage Guaranty**

 

**The scope of Party B’s mortgage guaranty shall include:the principal****of the mastercreditor’s right, its interests, penalty interests, compound interests,liquidated damages, compensatory payments**, **and all expenses incurred in connection with therealization of the mortgage claims (including but not limited to litigationcosts, attorney fees, appraisal fees, etc.).**

 

**Article III   The Mortgaged Properties**

 

**Article 3.1 **Details of themortgaged properties are set forth in the “List

 

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ofMortgaged Properties” attached hereto, which shall have the same legal force asthis Agreement.

 

**Article 3.2 **The effect ofParty A’s mortgage claims shall extend to the accessory items, accessoryrights, supplementary items, annexed items, and natural and legal proceeds ofthe mortgaged properties, subrogation of the mortgaged properties, and theinsurance proceeds, indemnification, or compensation derived as a result ofdamage, loss or expropriation of the mortgaged properties.

 

**Article 3.3 **If the Debtordefaults on debt payments, or if the mortgage is foreclosed under thisAgreement, and that the mortgaged properties are sequestered by the People’sCourt, then as of the date of sequestration, Party A shall be entitled tocollect the natural and legal proceeds derived from the mortgaged properties, andsuch collection shall first be used to offset the expenses of collecting thesame.

 

**Article 3.4 **Any provisionsabout the value of mortgaged properties in the “List of Mortgaged Properties”shall not be used as a basis for valuation by Party A in the disposition of themortgaged properties, nor shall those provisions constitute any restrictionsupon Party A in the exercise of its right to the mortgage.

 

**Article 3.5**  The ownership certificates of the mortgagedproperties and relevant materials shall be kept by Party A after confirmationby both Party A and Party B, unless otherwise stipulated by laws andregulations.

 

**Article 3.6**  During the period of mortgage, Party B shallkeep the mortgaged properties in good condition, and shall not use themortgaged properties in any unreasonable manner so as to cause the value todecrease. Party A shall have the right to inspect the usage and management ofthe mortgaged properties at any time.

 

**Article 3.7**  In the event the mortgaged properties aredamaged, lost or expropriated, Party B shall immediately inform Party A, andtimely

 

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provideto Party A the proof of damage, loss or expropriation issued by relevantcompetent authorities or authorized departments.

 

**Article 3.8 **In the event themortgaged properties are damaged, lost or expropriated, the insurance proceeds,indemnification or compensation received by Party B shall be used to pay inadvance the master creditor’s rights, or at the consent of Party A, to restorethe value of the mortgaged properties, or to be deposited into the bank accountdesignated by Party A, to guarantee the fulfillment of the debt under theMaster Agreement. The remaining portion of the mortgaged properties, whichvalue is not decreased, shall remain the guaranty for the master creditor’srights.

 

**Article 3.9 **In the eventParty B’s action is likely to decrease the value of the mortgaged properties,Party B shall immediately cease any such act. If the value of the mortgagedproperties has decreased, Party B shall restore the value of the mortgagedproperties, or provide additional guaranties equal to the amount of decrease.

 

**Article IV   Mortgage Registration**

 

Withinten days of execution of this Agreement, Party A and Party B shall register themortgage with relevant mortgage registration authorities. If there is anychange to the mortgage and amended registration is required by law, bothparties shall timely file the amendment registration.

 

**Article V   Insurance**

 

**Article 5.1**  Within fifteen days of execution of thisAgreement, as

 

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requestedby Party A, Party B shall have in place appropriate insurance coverage for themortgaged properties. If the mortgaged properties cannot be fully insuredimmediately due to the reasons of the insurance agency, Party B shall timelyapply for new insurance coverage to prevent any interruption of coverage duringthe term of this Agreement.

 

**Article 5.2 **Party B shalldesignate Party A as the first beneficiary of insured events in the insurancepolicy, and insurer shall pay the insurance proceeds directly to Party A. Theinsurance policy may not have any provision restricting Party A’s rights andinterests.

 

**Article 5.3**  During the term of this Agreement, Party Bshall not for any reason interrupt or cancel the insurance coverage; in case ofsuch interruption, Party A shall have the right to procure insurance on behalfof Party B, at Party B’s expenses.

 

**Article 5.4 **During the termof this Agreement, in case of occurrence of any insured event to the mortgagedproperties, the insurance proceeds shall be processed in accordance with Article 3.8hereof.

 

**Article VI   Chattel Mortgage**

 

**Article 6.1 **In the event thatParty B uses its current and future manufacturing equipment, raw materials,work-in-progress inventory, or finished goods as collateral, then suchcollateral shall be determined upon occurrence of any of the following events:

 

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# A.  Party A’s right as creditor is not realizedat the maturity of the debt;

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B.  Party B is declared bankrupt orits business is suspended;

 

C.  The mortgage is foreclosed pursuant toprovisions of Article 7.1;

 

D.  There occurs other situation that materiallyaffects realization of the rights of Party A as a creditor.

 

**Article 6.2 **In the event thatParty B uses the above-mentioned properties as collateral to provide guarantyto Party A, provisions of this and other Articles of this Agreement shallapply.

 

**Article VII   Foreclosure of the Mortgage**

 

**Article 7.1 **Party A isentitled to foreclose the mortgage in case of any of the followingcircumstances:

 

A.  The Debtor fails to pay off the debt uponmaturity of the master creditor’s right (including accelerated maturity);

 

B.  In case of the circumstances as set forth in Article 3.9,Party B fails to restore the value of the mortgaged properties, or toprovide additional guaranties equal to the amount of decrease;

 

C.  Party B or the Debtor ispetitioned for bankruptcy or closes the business, dissolves, liquidates, issuspended for restructuring, or when the business license is voided or revoked;

 

D.  Party B fails to comply with fair dealingprinciples in the course of its business, and disposes of the chattels thathave been put as

 

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collateral;

 

E.  Other circumstances as stipulated by laws andregulations where Party A may realize its right to the mortgage.

 

**Article 7.2**  In the event Party A forecloses the mortgage,it may, through negotiation with Party B, be paid out of the proceeds from theauction or sale of the mortgaged properties, or keep the mortgaged propertiesto offset the debt owed by the Debtor. If Party A and Party B fail to reach anagreement on the manner of mortgage settlement, Party A may directly petitionto the People’s Court to have the mortgaged properties auctioned off or sold.

 

**Article 7.3 **When the proceedsfrom the disposal of the mortgaged properties are in a different currency fromthat specified in the Master Agreement, such proceeds shall be converted intothe currency as denominated in the Master Agreement for repayment to Party A,using the applicable exchange rate as published by Party A.

 

**Article VIII   Representations and Warranties of Party B**

 

PartyB hereby makes the following representations and warranties to Party A:

 

**Article 8.1**  Party B is the owner or state-authorizedmanager of the mortgaged properties, and has full power and right to dispose ofthe mortgaged properties. The mortgaged properties are free and clear ofdisputes concerning the ownership, right of use or operation and managementrights. The mortgage guaranty to Party A has been duly authorized or approvedin accordance with relevant procedures and authorities under the corporate bylaws,and not against the laws and regulations and other relevant provisions.

 

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**Article 8.2**  If Party B is a listed company or asubsidiary of a listed company, it promises to fulfill its obligation to timelydisclose the information regarding the mortgage guaranty pursuant to theSecurities Law, the Stock Exchange Share Listing Rules and other relevantlaws, regulations and rules.

 

**Article 8.3 **Party B fullyunderstands the purposes of the loan under the Master Agreement, andvoluntarily provides the mortgage guaranty, and all representations made underthis Agreement are true and genuine.

 

**Article 8.4 **The mortgage ofthe properties under this Agreement is lawful and not subject to any otherrestrictions.

 

**Article 8.5 **Party B has fullydisclosed the defects of the mortgaged properties under this Agreement, andprovided reasonable explanations to Party A.

 

**Article 8.6 **The mortgagedproperties are not subject to any sequestration, seizure or held in custodyunder the law.

 

**Article 8.7 **If the mortgagedproperties are leased in part or in whole, Party B has informed the lessee ofthe mortgage, and informed Party A in writing of the relevant leasing status.

 

**Article 8.8 **There are no otherliens on the mortgaged properties for other creditors, or if such lien exists,Party B has informed Party A in writing.

 

**Article 8.9 **The mortgagedproperties are not jointly owned, or if jointly owned, Party B has obtainedwritten consent from the joint owner(s) for the mortgage.

 

**Article IX   Undertaking of Party B**

 

PartyB hereby makes the following undertakings to Party A:

 

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**Article 9.1 **In any of the followingsituations, Party B agrees to remain responsible for its guaranty obligationsunder this Agreement, with no need to obtain its consent:

 

A.  Party A agrees with the Debtor to amend theMaster Agreement, without increasing the burden or obligations on the Debtor;

 

B.  The amount of the master creditor’s right ischanged due to floating interest rate adopted by the Master Agreement, or dueto interest rate policy adjustment made by People’s Bank of China;

 

C.  Party A assigns the master creditor’s rightand the mortgage.

 

**Article 9.2 **Without Party A’s writtenconsent, Party B undertakes to not create further mortgage or pledge in anymanner on the mortgaged properties, nor to lease, transfer or give away themortgaged properties to any third party, and Party B shall protect themortgaged properties from any damage.

 

**Article 9.3 **Party B agrees to bear all theexpenses in connection with the execution and performance of this Agreement,including but not limited to insurance, authentication, appraisal, registrationand other relevant fees.

 

**Article 9.4 **In case Party A’s right to themortgage is harmed or likely to be harmed by any third party, Party B commitsto timely notify Party A and assist Party A in avoiding such harm.

 

**Article 9.5 **Party B agrees to activelycooperate with Party A in the mortgage foreclosure, and not create any obstaclefor Party A in its exercise of mortgage right.

 

**Article 9.6**Party B agrees to timely notify Party A in the event of any of thefollowing:

 

A.  changes to corporate bylaws, business scope,registered capital, legal representative or equity interest;

 

B.  business closure, dissolution, liquidation,closing down for

 

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restructuring, business licensebeing cancelled, being revoked, or filed for bankruptcy;

 

C.  involvement or possible involvement ofmaterial economic dispute, litigation, arbitration, or when its properties aresequestered, seized or held in custody accordingto laws;

 

D. where Party B is a natural person,changes to the place of domicile, working place, contact information, etc.

 

**Article 9.7 **Party B agrees to timely acceptthe written notice sent by Party A.

 

**Article 9.8 **Where there is (are) otherguaranty(ies) on Party A’s master creditor’s right, no matter whether suchguaranty is provided by the Debtor or a third party, Party A is entitled todetermine in its sole discretion the sequence of guaranty realization, andParty B undertakes to not dispute such determination. Waiver, modification orforfeiture of Party A’s rights and interests to the other guaranty(ies) underthe Master Agreement does not void or diminish Party B’s obligations of themortgage guaranty.

 

**Article X  Undertaking of Party A**

 

Party A hereby makes thefollowing undertakings to Party B:

 

**Article 10.1 **Party A agrees to maintain inconfidence the confidential information in the documents, financial and otherrelevant materials furnished by Party B in performing its obligations underthis Agreement, unless otherwise stipulated by laws, regulations and rules;

 

**Article 10.2 **If, after the debtscovered by the mortgage guaranty are paid off, there is still a balance of theproceeds from the disposition of the mortgaged properties, the balance will bereturned to Party B in a timely

 

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manner.

 

**Article XI   Default**

 

**Article 11.1**** **After the this Agreement iseffective, failure of either party to perform any of its obligations under thisAgreement, or breach of any representation, warranty and undertaking under thisAgreement, shall constitute a default. The defaulting party shall compensatethe other party for the damages caused thereto.

 

**Article 11.2**  Except as otherwise provided in thisAgreement, if either party is in default, the other party shall have the rightto take any measure afforded by laws, regulations and rules of the People’sRepublic of China.

 

**Article XII   Effect, Amendment and Cancellation**

 

**Article 12.1**  This Agreement shall take effect uponexecution, and terminate when the debts owed to Party A under the MasterAgreement are fully paid off.

 

**Article 12.2** Any amendment to this Agreementshall be made in writing upon consensus of both Party A and Party B. Theamended provisions or covenants shall constitute a part of this Agreement, andhave the same legal force as this Agreement. Except for the parts amended, theremaining parts of this Agreement shall continue to be effective, and theoriginal provisions of this Agreement shall remain valid until the amendedparts take effect.

 

**Article 12.3 **Invalidity or unenforceabilityof any provision of this

 

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Agreement shall not affect thevalidity and enforceability of other provisions of this Agreement, nor shallaffect the effectiveness of the entire agreement.

 

**Article 12.4 **The amendment and cancellationof this Agreement shall not affect each party’s right to claim for damages. Thecancellation of this Agreement shall not affect the validity of relevantdispute resolution provisions under this Agreement.

 

**Article XIII Dispute Resolution**

 

The execution, validity,interpretation, performance and dispute resolution of this Agreement shall begoverned by the laws of the People’s Republic of China. All disputes arisingout of or related to this Agreement shall be resolved through negotiationbetween the parties. Where the negotiation fails, such disputes shall besettled according to Item B below:

 

A.  Through arbitration, at the _______Arbitration Commission according to the arbitration rules of suchcommission effective at the time of the arbitration petition. The arbitrationshall be conducted at _______ (arbitration place), and the arbitration awardshall be final and binding upon the both parties.

 

B.  Through litigation at the People’s Courtwhere Party A is located.

 

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**Article XIV   Miscellaneous**

 

**Article 14.1 **Without Party A’s writtenconsent, Party B shall not transfer in whole or in part its rights orobligations under this Agreement.

 

**Article 14.2**Non-exercise, partial or tardy exercise by Party A of any right underthis Agreement shall not constitute its waiver or modification of such right orany other right, nor impair its ability to further exercise such right or anyother right.

 

**Article 14.3 **Party A shall have the right toprovide the information of this Agreement and other pertinent information inaccordance with the relevant laws and regulations or other regulatory documentsor as required by financial regulators to the credit information database atthe People’s Bank of China, or to other credit database legally set up, to beavailable for inquiries and uses by appropriately qualified agencies orindividuals. For the purpose of executing and performing this Agreement, PartyA shall also be entitled to check Party B’s relevant information via the creditinformation database at the People’s Bank of China and via other creditdatabase legally set up.

 

**Article 14.4 **This Agreement shall be made insix originals. Party A, Party B and other parties involved shallhold one copy each, all copies of which shall have the same legal force.

 

**Article XV   Other Matters Agreed by Both Parties**

 

**Article 15.1 **Both parties hereby confirm that the mortgagedproperties under this Agreement are the land use right and the project underconstruction, instead of chattel mortgage. Therefore, all the provisions under Article VI“Chattel Mortgage” and the provision regarding chattel mortgage in Article 7.1(D) under Article VII “Foreclosure of the Mortgage” are notapplicable to this Agreement. In addition, there is no

 

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other guaranty on the master creditor’s right underthis Agreement other than this mortgage, and therefore, Article 9.8 under Article IX“Undertaking of Party B” is not applicable to this Agreement.

 

**Article 15.2 **The parties agree that the Loan under the Master Agreement may only be usedfor the development and construction of the land located at Local 61/1,Xinsheng Village, Zhang Jiang Town (No. 88 Shang Ke Road, Zhang Jiang).

 

**Article 15.3 **The Bank (i.e., Party A of this Agreement) shall exercise control andmanagement over the use of the Loan.

 

**Article 15.4 **The costs of the Land that have been paid off (inclusive of payments forthe land-use right purchase, the relocation and municipal preliminaryinfrastructure development, and land compensation fees) are RMB 28,944,102.32 *Yuan*.

 

**Article 15.5 **The costs of the project are RMB 111,991,669 *Yuan*.

 

**Article 15.6 **The value of the MortgageProperty is at least 25% of the cost of the project under construction.

 

Appendix: List of Mortgaged Properties

 

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**Party A : ****Industrial and Commercial Bank of ChinaLimited, Shanghai Pudong Development Zone Sub-Branch** (Official Seal)

 

 

Authorized Representative : *Wu Yanfen (personal stamp)* (Signature/Seal)

 

*(Industrial and Commercial Bank of China Limited,Shanghai Pudong Development Zone Sub-Branch)**(Seal Affixed)*

 

**Party B : ****OmniVision Technologies (Shanghai)Co., Ltd.** (OfficialSeal)

 

 

Legal Representative (Authorized Agent) :  *HeXinping**(personal stamp)** *(Signature/Seal)

 

*(OmniVision Technologies (Shanghai) Co., Ltd.) (SealAffixed)*

 

 

Date: August 27, 2009

 

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Appendix to the MortgageAgreement numbered 53092100927201:

 

**List of Mortgaged Properties**

 
| Certificate |   | Hu Real Estate Pu  No. (2009) 049568                                                           |
|-------------|--------|-----------------------------------------------------------------------------------------------------|
| Location    |   | Local 61/1, Xinsheng Village,  Zhang Jiang (No. 88 Shang Ke Road, Zhang Jiang, Pudong New District) |

 
| **Building  Number**                       | ** ** | **Unit and Location** | ** ** | **Type**                                             | ** ** | **Structure**      | ** ** | **Floor** | ** ** | **Purpose** | ** ** | **Construction  Area (m****2****)** | ** ** | **Underground  Area** | ** ** | **Remarks**         |
|--------------------------------------------|------------|-----------------------|------------|------------------------------------------------------|------------|--------------------|------------|-----------|------------|-------------|------------|-------------------------------------|------------|-----------------------|------------|---------------------|
| #1                                         |       | Whole Building        |       | Industrial                                           |       | Reinforce Concrete |       | 8/1       |       | Factory     |       | 45681.61                            |       |                  |       | Building #1         |
| #2                                         |       | Whole Building        |       | Industrial                                           |       | Reinforce Concrete |       | 5         |       | Factory     |       | 5606.22                             |       |                  |       | Building #2         |
| #3                                         |       | Whole Building        |       | Industrial                                           |       | Reinforce Concrete |       | 1         |       | Factory     |       | 423.76                              |       |                  |       | Power facility room |
| Total Construction Area:  51711.59 m2 |       | Total Land Area:      |       | Value of the Real Property  Rights: 140 Million Yuan |

 
| Mortgagor:                                                                                                                                         | Mortgagee:                                                                                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|
| OmniVision Technologies  (Shanghai) Co., Ltd. (*seal added*)                                                                                       | Industrial and Commercial  Bank of China Ltd., Shanghai Pudong Development Zone Sub-Branch (*seal added*) |
|                                                                                                                                               |                                                                                                      |
| Principal: *He Xinping (personal stamp)*                                                                                                           | Principal: *Wu Yanfen (personal stamp)*                                                                   |
|                                                                                                                                               |                                                                                                      |
| Date:                           2009 |                                                                                                      |

 

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