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EXHIBIT 10.13
CONFIDENTIAL TREATMENT
 AMENDED AND RESTATED
 SHAREHOLDERS AGREEMENT
 th Taiwan Semiconductor
Manufacturing Co., Ltd. OmniVision International Holding Ltd VisEra Technologies Company, Ltd. VisEra Holding
Company
 BACKGROUND
       ARTICLE 1. PURPOSES, STRUCTURE AND CAPITALIZATION.
 Purposes
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    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.




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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Structure
 Capitalization
 Ownership Ratio
 ARTICLE 2. FORMATION OF JV ENTITIES.
 Formation of VisEra Taiwan
 Name
 Formation of VisEra Cayman
 Name
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
 Succession of VisEra Cayman
 ARTICLE 3. SUBSCRIPTION FOR STOCK.
 Capitalization of Phase I; Funding of VisEra Taiwan
      Phase I
    
    USD
    
    NTD
    
    Common SharesTSMC
    
    1,500,000
    
    51,000,000
    
    
    5,100,000OmniVision
    
    1,500,000
    
    51,000,000
    
    
    5,100,000Technical Stock
    
    3,000,000
    
    102,000,000
    
    
    10,200,000
 (The historical figures above were based on the effective exchange rate in October 2003 of 34
NTD per one USD) Capitalization of Phase II; Funding of VisEra Cayman.
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    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
   Phase IIa
    
    USD
    
    Common SharesTSMC
    
    7,500,000
    
    7,500,000OmniVision
    
    7,500,000
    
    7,500,000
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    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
     Phase IIb
    
    USD
    
    Common SharesTSMC
    
    9,500,000
    
    
    9,500,000OmniVision
    
    9,500,000
    
    
    9,500,000
 Future subscriptions; Pre-emptive Rights
 No Issuance of Technical Stock
 The Phase II Closings for Subscription of Common Shares
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    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Final JV Entity; Phase III Transaction; Capitalization of Phase III
     Phase III
    
    USD
    
    Common StockTSMC
    
    6,500,000
    
    6,500,000OmniVision
    
    6,500,000
    
    6,500,000Additional Investment
    
    15,000,000
    
    N/A*
 (*Actual voting representation potentially subject to the restrictions of Section 3.5(c)) The Phase III Closing for Subscription of Common Shares
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    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
 Cumulative Shareholding
 CumulativeCapital and
    
    
    Phase I
    
    
    Phase II
    
    
    Phase IIIShareholding
    
    
    Contribution (USD)
    
    
    Shareholding (%)
    
    
    Contribution(USD)
    
    
    Shareholding (%)
    
    
    Contribution (USD)
    
    
    Shareholding (≈%)TSMC
    
    
    
    1,500,000
    
    
    
    
    25.00
    %
    
    
    
    18,500,000
    
    
    
    
    46.25
    %
    
    
    
    25,000,000
    
    
    
    
    >40.00
    %OmniVision
    
    
    
    1,500,000
    
    
    
    
    25.00
    %
    
    
    
    18,500,000
    
    
    
    
    46.25
    %
    
    
    
    25,000,000
    
    
    
    
    >40.00
    %Additional Investment
    
    
    
    0
    
    
    
    
    0
    
    
    
    
    0
    
    
    
    
    0.00
    %
    
    
    
    15,000,000
    
    
    
    
    N/ATsai, Kuo-Chih
    
    
    
    0
    
    
    
    
    0.00
    %
    
    
    
    1
    
    
    
    
    0.00
    %
    
    
    
    1
    
    
    
    
    0.00
    %Technical Stock*
    
    
    
    3,000,000
    
    
    
    
    50.00
    %
    
    
    
    3,000,000
    
    
    
    
    7.50
    %
    
    
    
    3,000,000
    
    
    
    
    4.41
    %Total
    
    
    
    6,000,000
    
    
    
    
    100.00
    %
    
    
    
    40,000,001
    
    
    
    
    100.00
    %
    
    
    
    68,000,001
    
    
    
    
    100.00
    %
 
 (Phase I values given at the then-existing Phase I exchange rate of NTD34:US$1)
(*Technical Stock share values assume the transactions described in 3.2(f) have taken
place) Stock Certificates
  Dilution
 ARTICLE 4. ARTICLES OF INCORPORATION.
 Articles of Incorporation
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
 rd
 Form of Articles of Incorporation and Conflict
 Ratification of Articles of Incorporation
 Covenant to Amend Articles of Incorporation
 Covenant to Retain Obligations of Replaced Entity
 ARTICLE 5. MANAGEMENT OF VISERA.
 Inaugural Meeting of the Promoters
 Board of Directors and Supervisors
 Board Members and Supervisors Nomination
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Meetings of the Board of Directors
 Special Rights
 Officers
 President
 Empowerment
 Authority
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Board Guidelines
        Board Responsibility
 Supermajority Actions
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
             Regular Meetings of the Board
 Quorum
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
 Deadlock
      Director Resignation or Removal
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Advisory Committees
    Structure and Operation of Advisory Committees
  General Structure
 Composition and Term of Advisory Committee
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
    ARTICLE 6. RIGHT OF FIRST OFFER.
    .
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
     Unsolicited Offer
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Limitation on Sale
   ARTICLE 7. OPTION TO PURCHASE.
 Option Grant
 Exercise of the Option
 Option Price
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    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Triggering Events
 Delivery
 Payment
 Nonperformance
 Rights Additional to the Right of First Offer
 Assumption
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Escrow
 ARTICLE 8. COVENANTS.
 OmniVisions Commitments
 Commitment to TSMC
 Commitment to VisEra
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
     TSMCs Commitments
 Commitment to OmniVision and Its Affiliates
  [***]
      Commitment to VisEra
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    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
   TSMCs Operation of [***] Business
    VISERAs Commitments
     ***
    
    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Technology and Patent Licenses
 Hua Wei Shanghai
 
        ***
    
    Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
   Governmental Approvals
   Maintenance of Shareholding
    Audit
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
      Shareholders Freedom to Conduct Business Without Restriction
 ARTICLE 9. CONFIDENTIALITY.
 Confidential Information
 Treatment of Extremely Confidential Information
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Disclosure
 ARTICLE 10. COVENANT NOT TO COMPETE.
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and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
   ARTICLE 11. MATERIAL BREACH AND REMEDIES.
 Definition of Breach and Material Breach" .
      Ramifications of a Material Breach by TSMC or OmniVision
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the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
     Material Breach by either of VisEra Cayman or VisEra Taiwan
   Material Breach by either of VisEra Cayman or VisEra Taiwan Caused by a Shareholder
  ***
    
    Confidential treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
   ARTICLE 12. REPRESENTATIONS AND WARRANTIES.
 Corporate Standing
   Investment Intention
  ARTICLE 13. TERM AND TERMINATION.
 Effective Date
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the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
 Term and Expiration
   Termination
       Termination for Material Breach
 Termination and Dissolution
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the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Winding Up either of VisEra Cayman or VisEra Taiwan
   Liquidation of either of VisEra Cayman or VisEra Taiwan
      ***
    
    Confidential treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
        ARTICLE 14. DISPUTE RESOLUTION
 Introduction
 Conciliation Process
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the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
   Composition, Term and Duty of Coordinating Committee
 Composition
 Term
 Duties
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the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
    Definition of Conciliation Process"
 Exhibits
 ARTICLE 15. SPECIAL REMEDIES FOR BREACH OCCURRING WITHIN
THREE YEARS OF INCORPORATION OF VISERA TAIWAN
  Reacquisition of the Facility of VisEra Taiwan
 Sale of VisEra Cayman Stock
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    Confidential treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
   ARTICLE 16. MISCELLANEOUS.
 Force Majeure
 Insurance
 Assignment
 Survival
 Notices
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
   
 
 
 
  Export Control
 Entire Agreement
 Modification
 Severability
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the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  Non-Waiver
 Applicable Laws
      
   No Agency
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    Confidential treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  No Third Party Beneficiaries
 Headings
 Publicity and Disclosure
 Governing Language
 Constructions and Reference
 Counterparts
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    Confidential treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  TAIWAN SEMICONDUCTOR
    
    OMNIVISION INTERNATIONALMANUFACTURING CO., LTD.
    
    HOLDING LTD.BY:
    
    
    
    BY:NAME:
    
    NAME:TITLE:
    
    TITLE:DATE:
    
    DATE:VISERA TECHNOLOGIES COMPANY, LTD.
    
    VISERA HOLDING COMPANYBY:
    
    
    
    BY:NAME:
    
    NAME:TITLE:
    
    TITLE:DATE:
    
    DATE:
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the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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CONFIDENTIAL TREATMENT  TSMC/OmniVision Confidential
  EXHIBIT A
    
    ARTICLES OF INCORPORATION OF VISERA HOLDING COMPANYEXHIBIT B
    
    ARTICLES OF INCORPORATION OF REPLACEMENT ENTITY(check here if attached: o)SCHEDULE 8.1(b)(ii) [***]
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the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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