Ex-4.45






Exhibit 4.45



No.:3101402009M100009700




5703B




Loan Contract




Bank of Communications Co., Ltd.




 









 







No.: 3101402009M100009700




Loan Contract




Important




     The borrower is advised to read carefully the entire text of this contract, especially those
provisions marked with **. Please do not hesitate to contact the creditor for explanation to any
question that arises.



Borrower:     STATS ChipPAC Shanghai Co.,Ltd.



Legal Representative (Chief):     LEE YIK CHOONG



Legal Address:     No.188 Huaxu Rd, Xujing Town, Qingpu District, Shanghai



Correspondence Address:     As above



Creditor:     Shanghai
Qingpu Branch/Sub-Branch, Bank of Communications Co., Ltd.



Chief:     Dong Yibei



Correspondence Address:     No.348 Gongyuan Rd, Qingpu District




Whereas,





	 	 	The borrower has applied to the creditor for loan; and the borrower and the creditor have
hereby formulated this Contract following their bilateral consultation, so as to clarify their
respective rights and obligations.






			
	Article I	 	Loan






	 	I. 1	 	Currency:     USD;
	 
	 	I. 2	 	Amount (in words):     Twelve million.
	 
	 	I. 3	 	The loan under this Contract is used only as:     Operating
	 
	 	I. 4	 	Term of Loan:     06 (mm)/
30 (dd)/ 09 (yy) till 06 (mm)/ 25
(dd)/ 10 (yy).






			
	Article II	 	Interest Rate and Calculation of Interest






	 	II. 1	 	Interest Rate under this Contract:






	 	—	 	Fixed RMB Interest Rate: The interest rate during the period of this Contract
shall be executed on the basis of            <(            (month)
           (year)>;




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	 	—	 	Floating RMB Interest Rate: The interest rate shall be based on            base
interest rate /            base interest rate            upward float/
           base interest rate           
downward float in            (time limit) upon the date of grant of the loan amount due by
the creditor. In case of an adjustment to the base interest rate by the People’s Bank
over the said loan during the loan period, the creditor shall have the right to make a
corresponding adjustment to the interest rate over the said loan, and the range of
upward (downward) float shall remain unchanged. The interest rate after the adjustment
shall be executed according to the following:






	 	(     )	 	Interest Rate to Be Decided Once Every Year:
	 
	 	 	 	The borrower shall implement according to the interest rate as agreed on in
this Contract for one year from the date the loan amount is granted. Upon the
conclusion of the grant of loan for the year (on the basis of the date of
grant of the first loan amount), the base interest rate is to be adjusted
according to the base interest rate as announced by the People’s Bank for the
day;
	 
	 	(     )	 	Interest Rate to Be Decided Once Every Six Months:
	 
	 	 	 	The borrower shall implement according to the interest rate as agreed on in
this Contract for six months from the date the loan amount is granted. Upon
the conclusion of the grant of loan for the six months (on the basis of the
date of grant of the first loan amount), the base interest rate is to be
adjusted according to the base interest rate as announced by the People’s Bank
for the day;
	 
	 	(     )	 	Interest Rate to Be Decided Once Every Three Months:
	 
	 	 	 	The borrower shall implement according to the interest rate as agreed on in
this Contract for three months from the date the loan amount is granted. Upon
the conclusion of the grant of loan for the three months (on the basis of the
date of grant of the first loan amount), the base interest rate is to be
adjusted according to the base interest rate as announced by the People’s Bank
for the day;
	 
	 	(     )	 	Interest Rate to Be Decided Once Every Month:
	 
	 	 	 	The borrower shall implement according to the interest rate as agreed on in
this Contract for one month from the date the loan amount is granted. Upon the
conclusion of the grant of loan for the month (on the basis of the date of
grant of the first loan amount), the base interest rate is to be adjusted
according to the base interest rate as announced by the People’s Bank for the




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	 	 	 	day;






	 	(     )	 	Interest rate is to be adjusted on daily basis according to the base
interest rate as announced by the People’s Bank for the day;






	 	 	 	In case the base interest rate after an adjustment by the People’s Bank turns out to
be a floating interest rate or cancelled base interest rate, both parties shall
discuss and consult with each other as to an adjustment to the interest rate under
this Contract. However, the interest rate after the adjustment shall not be lower than
the then applicable interest rate. If the two parties concerned have failed to reach
an agreement over the interest rate after adjustment in over                 month/months upon
the date of the adjustment by the People’s Bank, the creditor has the right to
announce that the loan amount under this Contract is prematurely due.
	 
	 	 	 	 a  USD           (foreign currency) Libor+0.5%







	 	II. 2	 	Daily Interest Rate = Monthly Interest Rate / 30; Monthly Interest Rate =
Annual Interest Rate / 12.
	 
	 	II. 3	 	Calculation of Interest:
	 
	 	II. 3. 1	 	Normal Interest = Interest Rate under This Contract * Loan Amount Granted *
Holding Days. Holding days are calculated commencing on the date of loan and concluding on
the date of obligation.
	 
	 	II. 3. 2	 	Penalty interest for overdue loan or appropriated loan is calculated on the
basis of the penalty interest rate for the overdue loan or the appropriated loan, and the
actual days. The penalty interest rate for the overdue loan is 50% upward of the interest
rate as specified in this Contract, and that for the appropriated loan is 100% upward of
the interest rate as specified in this Contract, in case of a RMB loan; and the creditor
has the right to make a corresponding adjustment to the penalty interest rate under this
Contract and execute the new penalty interest rate from the date of adjustment of the
interest rate by the People’s Bank, in case of an adjustment to the base interest rate by
the People’s Bank over the float-interest-rate-based overdue loan or appropriated loan.
The penalty interest rate, in case of a foreign exchange loan, shall be calculated on the
basis of 50 % upward of the interest rate as specified in this Contract
	 
	 	II. 4	 	The interest for the loan under this Contract is settled according to the
1. of the following two options, with the principal and interest to be cleared up
in one operation when due. The date of settlement of the interest is the date of payment
of the interest:






	 	1.	 	Settlement of interest on 20th day of the last month of
each quarter; or
	 
	 	2.	 	Settlement of interest on 20th day of each month.




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	 	II. 5	 	Other Interest Rate Agreed On
	 
	 	 	 	Besides, the lender charges the borrower 1.3% of the loan amount as a commission.






			
	Article III	 	Grant and Repayment of Loan






	 	III. 1	 	The borrower should undergo the relevant procedure in three banking days in advance
before withdrawing the loan amount. In addition, the withdrawing should be conducted in
accordance with the following plan for loan grant.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Grant	 	Amount Granted	 
	 
	09
	 	(mm)/	 	24	 	(dd)/	 	09	 	(yy);	 	three million US dollars	 	(in words)
	12
	 	(mm)/	 	24	 	(dd)/	 	09	 	(yy);	 	three million US dollars	 	(in words)
	03
	 	(mm)/	 	24	 	(dd)/	 	10	 	(yy);	 	six million US dollars	 	(in words)
	 
	 	(mm)/	 	 	 	(dd)/	 	 	 	(yy);	 	 	 	(in words)







	 **	III. 2	 	The creditor shall have the right to refuse to grant the loan amount before all
of the following conditions are satisfied:






	 	1.	 	The borrower has accomplished all the legal formalities with regard
to the relevant government permit, approval or registration as well as the other
formalities as required by the creditor. And the said formalities concerning the
government permit, approval or registration remain to be effective;
	 
	 	2.	 	The Contract on Guarantee under this Contract (if applicable) has
come into effect and will continue to be effective. In case the Contract on
Guarantee is the Contract on Mortgage and/or Contract on Hypothecation, the right
over the pledge shall be established and continue to be effective;
	 
	 	3.	 	There has occurred no significant change so far that proves
unfavorable to the business management and financial situation of the borrower;
	 
	 	4.	 	The borrower has not violated this Contract.






	 	III. 3	 	The actual date of grant and the amount of loan granted shall be based on the date
and the amount recorded in the ‘Certificate of Loan’.






	 	III. 4	 	The borrower should pay back as scheduled the loan amount according to the due date
as specified in Clause I. 4 and the following plan. Should the due date registered in the
‘Certificate of Loan’ be different from that as agreed on in this Contract, the former
shall be the basis.




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	Due Date	 	          
          Repayment Amount
	 
	06

	 	(mm)/
	 	25
	 	(dd)/
	 	10
	 	(yy);
	 	three million US dollars (in words)
	06

	 	(mm)/
	 	25
	 	(dd)/
	 	10
	 	(yy);
	 	three million US dollars (in words)
	06
	 	(mm)/	 	25	 	(dd)/	 	10	 	(yy);	 	six million US dollars (in words)
	    
	 	(mm)/	 	    	 	(dd)/	 	    	 	(yy);	 	                  
                     (in words)







	 	**III. 5	 	The loanee is not allowed to pay back the loan amounts prematurely without the
loaner’s consent.






			
	**Article IV	 	Statement and Pledge by the Borrower






	 	IV. 1	 	The borrower is an independent civil entity legally established and legally
existing with a full capacity to enjoy all the rights as entitled and a full ability to
perform on his own all his obligations under this Contract and undertake for himself all
his civil responsibilities as due.
	 
	 	IV. 2	 	To sign and implement this Contract is the true expression of the borrower, with
all the required consent, approval and authority and with no fault that can be found
legally.
	 
	 	IV. 3	 	All the documents, materials and information provided by the borrower to the
creditor in the course of the signature and performance of this Contract are authentic,
accurate, complete and valid, with no information hidden away that may possibly affect his
financial status and repayment ability.
	 
	 	IV. 4	 	At the time of signature of this Contract, the borrower is not a stockholder of the
guarantor or the ‘actual controller’ as defined in the ‘Company Law’, nor does the
borrower have any plan to be a stockholder of the guarantor or the ‘actual controller’.






			
	Article V	 	Rights and Obligations of the Creditor






	 	V. 1	 	The creditor shall have the right to recover the loan principal and the interest
(inclusive of the compound interest and the penalty interest for overdue and appropriated
loan), collect from the borrower the expense(s) payable, and exercise other rights as
regulated by the relevant laws or specified in this Contract.
	 
	 	V. 2	 	The creditor shall keep confidential the business secret of the borrower acquired
in the course of the implementation of this Contract as well as the financial and business
materials and other information specified as ‘classified’ in writing by the borrower,
unless otherwise regulated by law or specified in this Contract.






			
	Article VI	 	Obligations of the Borrower






	 	VI. 1	 	The borrower should pay back the loan principal and pay the related interest under




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	 	 	 	this Contract in accordance with the schedule, amount, and currency as specified
in this Contract.






	 	VI. 2	 	The borrower shall not use the loan under this Contract for any other purpose.






	 	**VI. 3	 	The borrower should undertake all the expenses under the Contract, including but
not limited to the notarization cost, evaluation fee, appraisal expense and registration
charge.
	 
	 	**VI. 4	 	The borrower should comply with the relevant business system and operation as
adopted by the creditor in the handling of loan operation, including but not limited to
the assistance to the creditor in the supervision and inspection over the use of the loan
and the business operation of the borrower; provide promptly all the financial statements
and other data and information as requested by the creditor; and assure that the
documents, materials and information provided are authentic, complete and accurate.
	 
	 	**VI. 5	 	The borrower should give the creditor at least a thirty-day written notice if any
of the following applies, and should not take the following actions before the former has
cleared up the loan principal and interest due under this Contract, or provided a plan for
repayment of debt and a guarantee that are accepted by the creditor:






	 	1.	 	Sale, disposal as a gift, lease, loan, transfer, mortgage,
hypothecation or disposal in some other manner of the major property, or all of
or most of the property;
	 
	 	2.	 	Major change in the business system or the organizational form of
property right, including but not limited to contracting, leasing, joint business
operation, corporate system reform, stock holding cooperation system reform,
enterprise sale, merging (purchasing), joint venture (cooperation), branching,
subsidiary formation, property right transfer, and capital reduction.






	 	**VI. 6	 	The borrower should give a written notice to the creditor in seven days upon the
date of the occurrence or possible occurrence of any of the following:






	 	1.	 	Amendment to the articles of association; change of items for
industrial and commercial registration such as business name, legal
representative, location, correspondence address or business scope of enterprise;
or decision of great impact on financial affairs or human resources;
	 
	 	2.	 	Scheduled application for bankruptcy, or possible application by
the borrower or guarantor for bankruptcy, or bankruptcy applied for by the
creditor;
	 
	 	3.	 	Involvement in some major legal action, arbitration, administrative
measure, or a compulsory measure, such as property preservation, taken on the




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	 	 	 	principal property or the guaranty object under this Contract;






	 	4.	 	Guarantee provided for a thirty party, resulting in major
unfavorable impact on the financial situation or the ability to perform this
Contract;
	 
	 	5.	 	Signature of a contract that is of a major impact on his business
operation and financial status;
	 
	 	6.	 	Suspension of production, going out of business, dissolution of
business, suspension of business to bring up to standard, cancellation of
business registration or cancellation of business license on the part of the
borrower or the guarantor;
	 
	 	7.	 	Illegal activity/activities found in the borrower, or the legal
representative (chief) or any of the major managerial personnel of the borrower,
which are in violation of the relevant laws or the relevant applicable
transaction regulation;
	 
	 	8.	 	Serious frustration in business, worsening of financial situation
or an instance of negative impact upon the guarantor in the normal business
operation, business situation or obligation ability;
	 
	 	9.	 	Related business dealing resulted, the amount of which reaches or
exceeds 10% of the net assets as recently appraised;
	 
	 	10.	 	The borrower having become or being likely to be a stockholder of
the guarantor or the ‘actual controller’ as defined in the ‘Company Law’.






	 	**VI. 7	 	 In case the guarantee under this Contract is changing towards an unfavorable
direction for the creditor, the borrower should provide promptly some other guarantee that
the creditor may accept.
	 
	 	 	 	‘Change’ as named in this Clause includes but not limited to: merging, branching,
suspension of production, going out of business, dissolution of business,
suspension of business to bring up to standard, cancellation of business
registration, cancellation of business license, application or being under
application for bankruptcy on the part of the guarantor; major change in the
business operation or financial situation of the guarantor; involvement by the
guarantor in some major legal action, arbitration, administrative measure or
property preservation action or other compulsory measures over his principal
property; deduction or possible deduction in value of the object guaranteed or
compulsory measure having been taken over the object guaranteed; breaching act or
violation against the applicable transaction regulations on the part of the
guarantor or his legal representative (chief) or major managerial personnel;




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	 	 	 	guarantor being an individual, or being missing or dead (announced dead);
breaching act against provisions under the contract on guarantee; dispute
occurring between the guarantor and the borrower; request by the guarantor for
dissolution of the contract on guarantee; the contract on guarantee yet to be
effective, or found ineffective, or cancelled; the right to the object guaranteed
being not established or invalid; or other incident affecting the security of the
creditor’s right of the creditor.






			
	Article VII	 	Other Items Agreed On





     Breach of contract:(1) asset-liability ratio is higher than 60% (asset-liability ratio =
(total liabilities / total assets) * 100%); (2) interest coverage ratio is less than 6(interest
coverage ratio = (depreciation + interest Pre-tax profit) / interest); (3) bank transaction volume
weight ratio of our branch is less than 50% of total transaction volume, if found the ratio is less
than 50% of total transaction volume, the borrower will be notified one month in advance by lender
for critical action next month. If next month critical action is still failed, then the credit line
will be terminated by the lender.




			
	**Article VIII	 	Pre-maturity of Loan






Should any of the following occur, the creditor shall have the right to suspend the grant
of the unused loan amount to the borrower, announcing unilaterally partial or complete
pre-maturity of the loan for the borrower under this Contract and demanding that the
borrower repay all the principal due and pay off the related interest without delay:




	 	1.	 	The statement and the pledge made in Article IV by the borrower are
found untruthful;
	 
	 	2.	 	The borrower has violated this Contract;
	 
	 	3.	 	Any one of the circumstances listed in Clause VI. 6 as items for
notice has actually occurred, which the creditor believes will affect the
security of his creditor’s right;
	 
	 	4.	 	The borrower is found to have committed, in his performance of
other contracts signed with the creditor, a breaching act such as delay in
implementation, and has refused to rectify even though advised to do so by the
creditor.






			
	**Article IX	 	Breach






	 	IX. 1	 	The borrower, who has failed to repay in full the loan principal and pay the
interest, or to use the loan according to the purpose as specified in this Contract,
should pay the interest calculated on the basis of the penalty interest rate for overdue
loan or the penalty interest rate for appropriated loan. In addition, the borrower should
undertake the compound interest for the interest that is to be paid and yet unpaid.




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	 	IX. 2	 	The borrower, who has failed to repay in full the loan principal and pay the
interest as due, should undertake the call expense, legal action charge (or arbitration
charge), preservation fee, notice fee, execution fee, attorney fee, travel expense and
other expenses which the creditor has paid for the realization of the creditor’s right.
	 
	 	IX. 3	 	The creditor, who believes that the borrower has avoided supervision, or has
delayed in repayment of loan principal and interest, or has ill-intentionally dodged a
creditor, shall have the right to report to the relevant authority on the said act and
publicize it in the mass media.






			
	**Article X	 	Agreement on Deduction






	 	X. 1	 	With the authorization by the borrower who is yet to repay the loan principal,
interest, penalty interest or other expenses due, the creditor shall have the right to
deduct from the balance in any of the deposit accounts of the borrower at the Bank of
Communications the amount for repayment of the debt due.
	 
	 	X. 2	 	After the deduction, the creditor should inform the borrower of the account number
involved in the deduction, the number of the Contract, the number of the ‘Certificate of
Loan’, the amount deducted, and the balance of the debt involved.
	 
	 	X. 3	 	The deducted amount, which is found to be insufficient to pay back all the debt
amount, should be used first to cover the amount due for the current installment. Should
the delay in repayment for the principal and interest extend in less than 90 days, the
balance after the deduction shall be used first to pay back the interest or the penalty
interest or the compound interest payable before being employed to cover the principal
due. Should the delay in repayment for the principal or the interest exceed 90 days, the
balance after the deduction shall be used first to pay back the principal payable before
being employed to cover the interest or the penalty interest or the compound interest due.
	 
	 	X. 4	 	Should the currency of the amount deducted be different from that of the debt to be
paid back, the conversion rate for foreign exchange as announced by the Bank of
Communications upon the date of the deduction shall be the basis.






			
	Article XI	 	Settlement of Dispute






Any dispute arising from this Contract should be settled by taking legal action with the
court of judicial power over the area where the creditor is located. During the period of
dispute, the parties concerned should continue to implement the terms that are not involved
in the dispute.



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	Article XII	 	Miscellaneous






	 	XII. 1	 	The ‘Certificate of Loan’ under this Contract, and the relevant documents
and materials as affirmed by the two parties concerned form an
inseparable part of this Contract.
	 
	 	XII. 2	 	This Contract comes into effect upon the signature (or seal) by the legal
representatives (chiefs) or authorized representatives of both parties involved, with
their respective common seals affixed thereto.
	 
	 	XII. 3	 	This Contract is made in            copies to be held ONE copy/copies each by
either of the two parties concerned, and the guarantor.
	 
	Statement:	 	Should any discrepancy in meaning be found between the version above and that in
Chinese, the latter shall prevail.









The borrower has read all the above provisions; the

creditor has made the corresponding explanations in

response to the request by the borrower; and the borrower

has no objection to all the particulars.







	 	 	 
	Borrower (Common Seal):
	 	Creditor (Common Seal):
	 
	[Common Seal of STATS ChipPAC 

Shanghai Co., Ltd.]

	 	[Common Seal of Bank of 

Communications Co., Ltd.]
	 
	Legal Representative (Chief) or 

Authorized Representative

(Signature or Seal):

	 	Legal Representative (Chief) or

Authorized Representative

(Signature or Seal):
	 
	/s/ Lee Yik Choong

	 	/s/ Ling Haiqiang
	 
	 
	Date Signed:

	 	Date Signed:
	06 (mm)/ 30 (dd)/ 09 (yy)

	 	06 (mm)/ 30 (dd)/ 09 (yy)







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