**Exhibit10.32**

 
|   | Contract No.: 53092100927 |
|--------|---------------------------|

 

**Fixed Assets Loan Agreement**

 

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Borrower(Party A): OmniVision Technologies (Shanghai) Co., Ltd.

Address:Room 402, Lane 887 No. 88, Zu Chong Zhi Road, Zhang Jiang, Pudong,Shanghai

Legal Representative: HE XINPING

 

Lender (Party B): Industrial and Commercial Bank of ChinaLtd., Shanghai Pudong Development Zone Sub-Branch

Address: No. 1391 Jinqiao Road,Pudong New District, Shanghai

Legal representative (responsibleperson): WU YANFEN

 

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**Table of Contents**

 
| Article I Representations and  Warranties of Party A              | 1      |
|------------------------------------------------------------------------|--------|
|                                                                   |   |
| Article II Type of the Loan                                       | 1      |
|                                                                   |   |
| Article III Purpose of the Loan                                   | 1      |
|                                                                   |   |
| Article IV The Amount and Term  of the Loan                       | 2      |
|                                                                   |   |
| Article V The Interest Rate and  Calculation of Interest          | 2      |
|                                                                   |   |
| Article VI Conditions for  Withdrawal                             | 3      |
|                                                                   |   |
| Article VII Schedule of  Withdrawal                               | 4      |
|                                                                   |   |
| Article VIII Repayment Plan and  Sources of Fund                  | 5      |
|                                                                   |   |
| Article IX The Security                                           | 6      |
|                                                                   |   |
| Article X Rights and Obligations  of the Parties                  | 6      |
|                                                                   |   |
| Article XI Liabilities                                            | 8      |
|                                                                   |   |
| Article XII Formation, Amendment  and Termination of the Contract | 11     |
|                                                                   |   |
| Article XIII Dispute Resolution                                   | 12     |
|                                                                   |   |
| Article XIV Additional Covenants                                  | 12     |
|                                                                   |   |
| Article XV Miscellaneous                                          | 13     |

 

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For purposes stated in Article 3.1of this contract, Party A has applied to Party B for a loan.  Party B has agreed to provide the loan toParty A.  In order to set forth therespective rights and obligations, pursuant to the Contract Law, the GeneralProvisions of Lending and other relevant laws and regulations, both parties,after equal and friendly negotiation, have entered into this contract.

 

# **Article I**

# ** **

# **Representationsand Warranties of Party A**

# ** **

1.1 It is a duly established entity of legal personality (or in case of abranch, a duly authorized establishment by the legal entity), and has the full powerand capacity to perform this contract.

 

1.2 The proposed construction project to which the Loan is to be used underthis contract has been approved by relevant government authorities.

 

1.3 The financial statements and information submitted for the review,evaluation and management of the Loan are true, accurate, and complete.

 

# **Article II**

# ** **

# **Type ofthe Loan**

# ** **

2.1 The Loan under this contract is fixed assets loan.

 

# **Article III**

# ** **

# **Purpose ofthe Loan**

 

3.1 The purpose of the Loan under this contract shall be: for theconstruction project of the “OmniVision Technologies Research Center” at ParcelC-2-2 in the Central Block of Zhang Jiang.

 

3.2 Without written consent of Party B, Party A may not change the use ofthe proceeds of Loan provided in this contract.

 

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# **Article IV**

# **The Amountand Term of the Loan**

 

4.1 The amount of the Loan under this contract is (in words): One HundredForty Million RMB Yuan, or (in numbers), ¥140,000,000.00 (in case ofinconsistency between the text and numeric expressions of the amount, the textexpression shall prevail; the same below).

 

4.2 The Term of the Loan under the contract shall be 81 months, fromSeptember 8 , 2009 to June 30, 2016.

 

# **Article V**

# ** **

# **TheInterest Rate and Calculation of Interest**

 

5.1 The Interest of the Loan under this contract shall be calculated on thebasis of the actual number of days from the date of the actual withdrawal timesthe daily interest rate (the daily interest rate = annual interest rate ÷ 360),and paid quarterly.  The Interestshall be paid on the 20th day of the last month every quarter and ifsuch date is a non-working day of the bank, on the next bank working day.  At the maturity of the Loan, the interestsshall be paid off along with the principal.

 

5.2 The interest rate under thiscontract is determined in accordance with the method provided in the following 5.2.2:

 

5.2.1 The annual interest rate is fixedat _____% and will not be reset during the terms of the contract; or

 

5.2.2 The interest rate under thiscontract shall be the corresponding benchmark interest rate of the People’sBank of China, with adjustment downward 10% of that rate.  For each withdrawal/disbursement, theinterest rate will be determined separately and be reset once every period,which period shall be one-year. For each withdrawal/disbursement of Loan, the interest rate for thefirst period is decided by Party B based on the corresponding benchmarkinterest rate of the People’s Bank of China on the date of the withdrawal/disbursementand the adjustment agreed by both parties; the interest rate for the second and

 

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subsequent periods shall be reset byParty B in accordance with the corresponding benchmark interest rate of thePeople’s Bank of China on the corresponding days of the date ofwithdrawal/disbursement, taking into account the adjustment agreed by bothparties.  In the event a month in whichthe interest rate is reset does not have a date corresponding to the date ofwithdrawal/disbursement, then the last day of that month will be used insteadas the corresponding day.

 

The corresponding day of thewithdrawal/disbursement date means the day immediately after the end of eachperiod during which the specific loan amount is first actuallywithdrawn/disbursed.  For instance, ifthe loan is withdrawn/disbursed on May 9, then the corresponding day shallbe June 9 if the period is one month, August 9 if the period is aquarter, November 9 if the period is half year, or May 9 of the nextyear if the period is one year, and so on and so forth; or

 

5.2.3 Other ways: none.

 

5.3 In case the People’s Bank of China changes the interest rate or thepolicy for deciding the interest rate, the interest rate will be changed accordingto the relevant provisions of the People’s Bank of China. Party A will notprovide notice to Party B.

 

# **Article VI**

# ** **

# **Conditionsfor Withdrawal**

 

6.1 Prior to each withdrawal, Party A shall meet the following conditions:

 

6.1.1 the Mortgage Agreement is entered into and in full force and effect;

 

6.1.2 the capital or other necessary funding for the project has been receivedon schedule and in sufficient amount;

 

6.1.3 the project is within the budget or if it overruns, funding is secured;

 

6.1.4 the project is on schedule;

 

6.1.5 paperwork for the withdrawal has been filled out and submitted to PartyB pursuant to the terms of the contract;

 

6.1.6 there is no event of default under the contract;

 

6.1.7 other loan related materials are submitted as requested by Party B.

 

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# **Article VII**

# ** **

# **Scheduleof Withdrawal**

 

7.1 The Loan under this contract shall be drawn in accordance with themethod provided in Article 7.1.2 below : 

 

7.1.1 Party A shall withdraw the Loan amount in one time, and deposit the samein whole to the bank account maintained with Party B; or

 

7.1.2 Party A shall withdraw the Loan amount in 5 times, according tothe following schedule:

 

7.1.2.1 September 15, 2009,amount, in words, Forty Five Million RMB Yuan, or in numbers, ¥45,000,000;

 

7.1.2.2 November 15, 2009,amount, in words, Twenty Million RMB Yuan, or in numbers, ¥20,000,000;

 

7.1.2.3 January 5, 2010,amount, in words, Thirty Five Million RMB Yuan, or in numbers, ¥35,000,000;

 

7.1.2.4 March 1, 2010,amount, in words, Thirty Million RMB Yuan, or in numbers, ¥30,000,000;

 

7.1.2.5 December 1, 2011,amount, in words, Ten Million RMB Yuan, or in numbers, ¥10,000,000; or

 

7.1.3 Other withdrawal methods : 

 

None.

 

7.2 Party A shall withdraw the monies pursuant to provisions ofArticle 7.1 of the contract; and if there are any special circumstances,Party A shall submit written application to Party B, and after written consentof Party B, may advance or delay the drawings by 5 days.

 

7.3  If Party A needs to cancel the withdrawals ofany remaining Loan amount in whole or in part, Party A shall submit a writtenapplication to Party B 30 days in advance and may cancel only after obtainingwritten consent of Party B.

 

7.4 The withdrawal and repayment dates under this contract shall be thedates actually recorded on the specific drawing or payment receipts asacknowledged by both Party A and B. Such receipts or payment instruments shallbe an integral part of the contract, and other than the dates, in the event ofany inconsistency

 

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between items on the receipts orpayment instruments and the provisions of this contract, the provisions of thecontract shall prevail.

 

# **Article VIII**

# ** **

# **RepaymentPlan and Sources of Fund**

 

8.1 The funds used by Party A to repay the Loan principal and interestsunder the contract will come from, but not limited to:

 

8.1.1 Cash return of this project ;

 

8.1.2 Operating income and other legitimate cash incomes.

 

8.2 Notwithstanding any provisions to the contrary for the sources ofrepayment funding in other contracts to which Party A is a party, none of thoseprovision shall have any effect upon the repayment obligations of Party A underthis contract.  Under no circumstancesmay Party A be excused by virtue of Article 8.1 from its repaymentobligations under the contract.

 

8.3 Party A shall make interest payments on time and in full amountaccording to the provisions of this contract, and shall pay back the principal accordingto the following Article 8.3.2:

 

8.3.1 in one full installment, by ______; or

 

8.3.2 in several installments, the specific amounts and dates as follows:

 

8.3.2.1 December 20, 2010, amount, in words, Five Million RMBYuan, or in number, ¥5,000,000.00;

 

8.3.2.2 December 20, 2011, amount, in words, Five Million RMBYuan, or in number, ¥5,000,000.00;

 

8.3.2.3 December 20, 2012, amount, in words, Ten Million RMBYuan, or in number, ¥10,000,000.00;

 

8.3.2.4 December 20, 2013, amount, in words, Twenty MillionRMB Yuan, or in number, ¥20,000,000.00;

 

8.3.2.5 December 20, 2014, amount, in words, Twenty MillionRMB Yuan, or in number, ¥20,000,000.00;

 

8.3.2.6 December 20, 2015, amount, in words, Forty MillionRMB Yuan, or in number, ¥40,000,000.00;

 

8.3.2.7 June 30, 2016, amount, in words, Forty Million RMBYuan, or in number, ¥40,000,000.00; or

 

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8.3.3 in other ways:

 

None.

 

8.4 Party A shall submit written application to Party B 30 days in advance andobtain the written consent of Party B for the repayment ahead of schedule;

 

8.5 Prior to any advance payment by Party A of the Loan, Party A shallobtain consent of Party B, and such advance payments shall be not less than TenMillion Yuan (in words), and shall be in a whole number ofmultiple(s) of Ten Million Yuan (in words).

 

8.6 Advance payment by Party A of the Loan shall be applied to the returnof principals set forth in Article 8.3.2 in a reverse order.

 

8.7 Party A shall, prior to each of the interest or principal due dateprovided in the contract, deposit sufficient amount to the account maintainedat Party B for the principal or interest dues, and authorize Party B towithdraw from the account on the due date to pay for the interest or principaldues.

 

# **Article IX**

# ** **

# **TheSecurity**

 

9.1 The security provided for the Loan under this contract shall be: mortgage.

 

9.2 Party A is obliged to actively assist Party B and to secure Party B toenter into with the guarantor a guarantee contract No. 53092100927201.

 

9.3 If there is any change to the security adverse to interests of Party Bunder this contract, upon notice and request of Party B, Party A shall provideadditional security to the satisfaction of Party B.

 

# **Article X**

# ** **

# **Rights andObligations of the Parties**

# ** **

10.1 Rights and Obligations of Party A:

 

10.1.1 to borrow and use the Loan in accordance with the term and the purposeprovided for in this contract;

 

10.1.2 not to return the Loan in advance of schedule, without written consentof Party B;

 

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10.1.3 to submit to Party B for its examination, inquiry and supervision theuse of Loan proceeds under this contract;

 

10.1.4 to actively cooperate with Party B for its examination, inquiries andsupervision of the production and operation activities, the status of theproject construction and the financial situations, and to provide to Party Ball periodic profit and loss statements, balance sheets and other information;

 

10.1.5 to actively support Party B for the investigation of the Loan-relatedproject in connection with the project reviews (planning, budgeting andaccounting), the tendering and bidding procedures and the project completioninspection, as well as other related matters;

 

10.1.6 to pay the principal and interests of the Loan under this contract inaccordance with the provisions of this contract;

 

10.1.7 to pay for all relevant costs and expenses under this contract,including but not limited to the notary, appraisal, evaluation, registrationfees, etc.;

 

10.1.8 to receive and send back within 3 days a return receipt the collectionletter or documents sent or otherwise served by Party B;

 

10.1.9 to notify Party B 30 days in advance and obtain written consent fromParty B in the event that Party A is to undertake any contract leasing,transformation for joint-stock ownership, setup of joint venture, mergers oracquisitions, joint operations, spinoffs, reduction in capital funding, changesof ownership, transfer of substantial assets and other activities that mayaffect the realization of Party B’s interests;

 

10.1.10 to notify Party B within 7 days in the event of change of location,mailing address, business scope, legal representative, or other industrial andcommercial registration;

 

10.1.11 to notify Party B immediately upon occurrence of any event that threatsthe operations of Party B or seriously affect its ability to perform therepayment obligations under this contract, including but not limited to, majoreconomic dispute, bankruptcy or financial deterioration;

 

10.1.12 to notify Party B within 5 days in the event of closure, dissolution, orsuspension of business or revocation or cancellation of business license; andto ensure immediate payoff of all principals and interests of the Loan;

 

10.1.13 to pay for the attorney andother fees in connection with the collection of debts by Party B under thiscontract;

 

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10.1.14to disclose in time, in full and in accuracy the related-party relationship andany related-party transactions.  Forpurpose of this Article, the Related Party shall mean, pursuant to theAccounting Standards for Business Enterprises — Disclosure of Related PartyRelationship and Related Party Transactions:

 

10.1.14.1an enterprise that is directly or indirectly controlled by Party A, or directlyor indirectly controls Party A, or is under common control with Party A byanother enterprise;

 

10.1.14.2an equity joint venture of Party A;

 

10.1.14.3a cooperative joint venture of Party A;

 

10.1.14.4 any major individualinvestors, key management personnel or their close family members of Party A;

 

10.1.14.5 an enterprise that isdirectly controlled by the major individual investors, key management personnelor their close family members of Party A.

 

TermsnototherwisedefinedhereinshallhavethesamemeaningsasthoseintheAccountingStandardsforBusinessEnterprises–DisclosureofRelatedPartyRelationshipandRelatedPartyTransactions.

 

10.2 Rights and Obligations of Party B:

 

10.2.1 to request Party A to provide all the information relating to the Loan;

 

10.2.2 to withdraw from Party A’s accounts under the provisions of thiscontract or the laws to pay for the principals, interests, compound interests,penalty interests and all other dues and payables owed by Party A under thiscontract;

 

10.2.3 to impose credit sanctions in case Party A avoids Party B’ssupervision, is in default on the principal and interest of the Loan, or is inother material breach;

 

10.2.4 to provide the Loan to Party A in full amount and on schedule under thiscontract (unless the delay is caused by Party A);

 

10.2.5 to maintain the secrecy of the information or status concerning thedebt, finance, production, business etc. of Party A, except otherwise providedin this contract, or required by the laws and regulations.

 

# **Article XI**

# ** **

# **Liabilities**

#  

11.1 After this contract takes effect, both parties shall perform and discharge

 

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the obligations under the contract.Either party shall be liable to the other party in accordance with the law fornon-performance or incomplete performance of the contract obligations.

 

11.2  If Party A fails to withdraw the Loan pursuantto provisions of Article 7.1 of this contract, Party B is entitled to thepenalty interest based on the daily interest rate provided for in thiscontract;

 

11.3 If Party B fails to disburse the Loans pursuant to provisions of Article 7.1of this contract, Party A is entitled to the penalty interest based on thedaily interest rate provided for in this contract.

 

11.4 If, without written consent of Party B pursuant to Article 8.4of this contract,  Party A returns theLoan in advance of the schedule, Party B is entitled to the interests based onthe Terms of the Loan and interest rate provided for in this contract.

 

11.5 If Party A fails to pay the principal and interests of the Loan when dueunder the contract, Party B may request that it is paid off before a specifieddeadline; Party A agrees and hereby authorizes Party B to withdraw from anyaccounts Party A maintains with the Industrial and Commercial Bank of China andall its branches to pay for the overdue amounts under the contract.  In addition, the overdue loan amount will besubject to an additional penalty interest at a rate equal to 30% that ofthe contractual interest rate; and the overdue interests will be subject to anadditional compound interest at a rate equal to 30% that of thecontractual interest rate.

 

If the monies withdrawn from theaccounts are in foreign currencies, the foreign exchange rate shall be thepurchase price of such currencies as published Party B as of the date on whichthe withdrawal is made.

 

11.6 If Party A fails to use the loan proceeds pursuant to purpose specifiedin the contract, Party B is entitled to stop issuing the remaining Loan, torequest immediate repayment of the Loan in part or in whole, or to terminatethe contract.  In addition, Party B maycharge for the pertinent misused Loan amounts an additional penalty interest ata rate equal to 50% that of the contractual interest rate; and for theoverdue interests thereof an additional compound interest at a rate equal to 50%that of the contractual interest rate.

 

11.7 If during the terms of the Loan, Party A fails to pay the interest ontime, the pertinent interests shall be subject to a compound interest at a rateequal to

 

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the contractual interest rate, andafter the principal becomes overdue, equal to the compound interest rateaccording to Article 11.5 of the contract.

 

11.8 If Party A is in default as provided in both Article 11.5 and 11.6,Party B may choose to apply the more severe penalty of the two, but the two arenot cumulative.

 

11.9 Upon occurrence of one of the following, Party A shall correct within7 days after notice of Party B and take the remedial measures to thesatisfaction of Party B; otherwise, Party B shall have the right to stop orcancel the rest of the Loans or to accelerate the Loans in part or in whole;any amounts not paid shall be subject to the liquidated damages, according tothe daily interest rate:

 

11.9.1 The balance sheets, profit and loss statements and other financialinformation provided to Party B are false or miss material facts;

 

11.9.2 Party A is uncooperative to or refuses the supervision of Party Bconcerning the use of the Loans or on its production, business or financialactivities;

 

11.9.3 Without consent of Party B, transfers or disposes of, or threats totransfer or dispose of, its material assets;

 

11.9.4 All or substantially all of its assets are in possession of creditors,or are appointed trustees, receivers or similar custodians, or such propertiesare seized or frozen, which may cause significant losses to Party B;

 

11.9.5 Without consent of Party B, Party A undertakes contract leasing,transformation for joint-stock ownership, setup of joint venture, mergers oracquisitions, joint operations, spinoffs, reduction in capital funding, changesin ownership, transfer of substantial assets and other activities that mayaffect the Party B’s interests or threaten the realization of Party B’s creditrights;

 

11.9.6 There is a change of location, mailing address, business scope, legalrepresentative, or other industrial and commercial registration, or a majorinvestment, which may seriously affect or threaten the realization of Party B’scredit rights;

 

11.9.7 There is major economic dispute or financial deterioration thatseriously affects or threatens the realization of Party B’s credit rights;

 

11.9.8 Party A fails to discloseinformation or one of the following occurs to Party A and its related parties,which may have a negative impact on Party A to fulfill obligations under thiscontract:

 

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11.9.8.1 Financial deterioration ofParty A’s related parties;

 

11.9.8.2 Party A or its related partiesare subject to investigations or imposed penalties by the judicial authority orby the tax, industrial and commercial administrative or other administrativelaw enforcement agencies in accordance with the laws;

 

11.9.8.3 There is a change of controlin between Party A and its related parties;

 

11.9.8.4 Related parties of Party A areinvolved in or likely to be involved in significant economic disputes,litigation, arbitration;

 

11.9.8.5 The major individual investorsor key management personnel of Party A have abnormal changes in their personalbehavior, or become the suspects of criminal investigation by the judiciary inaccordance with the law, or are restricted personal freedom;

 

11.9.8.6 Other events of relatedparties that may cause negative impact on Party A;

 

11.9.9 Party A fails to pay the monies due and payable (including thoseaccelerated dues and payables), or is in breach or violation of otherobligations under any agreements or documents, which will impair its ability toperform its obligations under this contract;

 

11.9.10 Any other events that may threaten or cause serious losses to Party B’sLoans under this contract.

 

# **Article XII**

# ** **

# **Formation, Amendment and Termination of the Contract**

#  

12.1 This contract shall take effect upon the signatures or stamps by the legalrepresentatives (responsible persons) or their authorized agents of bothparties and affixation of the corporate official seals, and if there iscollateral, take effect after the collateral agreement is effective; thiscontract shall expire on the date when all the principals, interests, compoundinterests, penalties, liquidated damages and all other fees or payables arefully paid off.

 

12.2 Upon occurrence of one of the following circumstances, Party B shallhave the right to request Party A for immediate payment of the principal andinterest of the Loan and compensation for losses:

 

12.2.1 Party A is subject to closure, dissolution, business suspension,revocation 

 

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of business license, or winding up;

 

12.2.2 The collaterals are changed adversely affecting the credit rights ofParty B under this contract, and Party A fails to provide the necessaryadditional security as required by Party B;

 

12.2.3 Party A fails to repay the Loan on time or uses the Loan for purposesnot permitted in the contract, owes overdue interests, or has other materialbreaches of this contract.

 

12.3 If Party A requests a Loan extension, it shall submit a writtenapplication to Party B 30 days prior to the expiration of this contract, alongwith the written confirmation from the guarantor agreeing to continue toprovide the guarantee; the Loan may be extended after review and approval byParty B and the extension agreement is executed.  The loan contract shall continue to beperformed by both parties before the extension agreement is executed.

 

12.4 After this contract becomes effective, unless otherwise provided in thiscontract, neither party may change or terminate the contract unilaterally; andif the change or early termination is required, both parties shall consult witheach other and reach a written agreement. Prior to such written agreement, this contract shall continue to beperformed.

 

# **Article XIII**

# ** **

# **Dispute Resolution**

#  

13.1 Any dispute between the parties in connection with the contract shall beresolved first through consultation; and if such consultation fails, by meansas set forth in article 13.1.2 below:

 

13.1.1 through arbitration at ________; or

 

13.1.2 through litigation at the court where Party B is located.

 

# **Article XIV**

# ** **

# **Additional Covenants**

#  

14.1 Party A shall promptly notify Party B in case of any liability due toits violation of the food safety, production safety, environmental protectionor other

 

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related laws and regulations,regulatory requirements or industry standards, which liability has caused or islikely to cause material adverse effect upon the fulfillment of its obligationsunder the contract; depending on the degree of impact of such incidents onParty A’s credit conditions and ability to perform, Party B is entitled to takeone or more remedial actions as follows: to cancel the Loan not yet beendisbursed; to accelerate the Loan in part or in whole already disbursed; toterminate the contract; or to take other measures as Party B deems necessary;

 

14.2 If the project runs over thebudget, the funding for the overruns is secured by Party A;

 

14.3 Party A shall have theconstruction project insured, and designate Party B as the first beneficiary;

 

14.4 Party A shall have opened andmaintain special accounts with Party B, and submit to the supervision of theprofessional firm to be designated by Party B;

 

14.5 Without the consent of Party B,Party A may not obtain additional bank financing, or provide collaterals, underthe project;

 

14.6 If there is any sale under Party A’sproject, all the sales proceeds shall, after deduction of required taxes andfees, be applied on a priority to repay the Loan to Party B;

 

14.7 The proceeds of the Loan fromParty B to Party A may not be used for the investment, such as in the stockmarket or the futures market; Party A may not change the use of the Loan.

 

# **Article XV**

# ** **

# **Miscellaneous**

#  

15.1 Any appendix, if any, attached to this contract is an integral part ofthe contract, and shall have the same legal force and effect as with theprovisions of this contract; however, if there is any conflict with thecontract, the provisions of the contract shall prevail; and if there is anyconflict among the appendices, the one dated the latest shall prevail.

 

15.2 During the performance of the contract, if any date for withdrawal orrepayment is a non-working day of the bank, then such date shall be postponedto the next bank working day.

 

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15.3 The contract shall be executed in 5 original copies, one to beheld by each of Party A and B, and one to be submitted to the real estatemortgage registration office, and the other two to be held by the relevantparties; all such copies shall have the same legal force and effect.

 

 
| Party A (Company Seal) :   | Party B (Company Seal) :                        |
|----------------------------|-------------------------------------------------|
|                       |                                            |
|                       |                                            |
| Legal Representative :     | Legal Representative (or Responsible  Person) : |
| (or Authorized Person)     | (or Authorized Person)                          |
|                       |                                            |
|                       |                                            |
| Date: August 27, 2009 | Date: August 27, 2009                      |

 

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