Exhibit






Exhibit 10.2 


Third Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (“Joint Venture”)


This supplemental agreement (“Agreement”) is entered into by and among the following parties in Chongqing and becomes effective on December 19, 2018 (“Date of Effectiveness”): 


		
	1.
	Alpha and Omega Semiconductor Limited (“AOS”), a company duly incorporated under the laws of Bermuda;


		
	2.
	Alpha & Omega Semiconductor (Shanghai) Ltd. (“AOS SH”), a company duly incorporated in Shanghai, China under the laws of the People’s Republic of China (“China”);


		
	3.
	Agape Package Manufacturing (Shanghai) Ltd. (“APM SH”), a company duly incorporated in Shanghai, China under the laws of China;


		
	4.
	Chongqing Strategic Emerging Industry Equity Investment Fund Partnership (LP) (“Strategic Industry Fund”), a partnership duly organized in Chongqing under the laws of China; and


		
	5.
	Chongqing Liangjiang New Area Strategic Emerging Industry Equity Investment Fund Partnership (LP) (“Liangjiang Strategic Fund”), a partnership duly organized in Chongqing under the laws of China.


The parties are hereinafter collectively referred to as the “Parties” and individually as a “Party”. 


 
Whereas,


		
	1.
	The Parties have executed the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (“Joint Venture”) (“Joint Venture Contract”) and the Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (“Joint Venture”) and Second Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited  (“Joint Venture”) (“Supplemental Agreements”); they also signed the Articles of Association of the Joint Venture (“Articles of Association”), which is now in effect, on July 11, 2018; and




		
	2.
	In order to successfully establish the Joint Venture and put it to operation, the Parties intend to increase the investment in the Joint Venture upon consensus through negotiation.




 
For confirmation of the matters relating to investment increase in the Joint Venture, the Parties reach the following agreement upon consensus through negotiation:




1







		
	1.
	The registered capital of the Joint Venture will increase to USD 379 million, and the additional contribution of USD 24 million will be subscribed by the following Parties:


	
				
	S/N
	Contributors
	Subscribed Capital Contribution (USD)
	Forms of Capital Contribution

	1
	 
Strategic Industry Fund
	16 million
	 
In Cash

	2
	 
Liangjiang Strategic Fund
	8 million
	 
In Cash

	Total
	24 million
	——




		
	2.
	After the increase of the investments in the Joint Venture by the said Parties, the ownership structure and ratio of contributions of the Joint Venture will be as follows:


	
					
	S/N
	Contributors
	Subscribed Capital Contribution (USD)
	Forms of Capital Contribution
	Ratio of Contribution (%)

	1
	Chongqing Strategic Emerging Industry Equity Investment Fund Partnership
	124 million
	In Cash
	32.7

	2
	Chongqing Liangjiang New Area Strategic Emerging Industry Equity Investment Fund Partnership
	62 million
	In Cash
	16.4

	3
	Alpha & Omega Semiconductor (Shanghai) Ltd.
	31 million
	Packaging equipment
	8.2

	4
	Agape Package Manufacturing (Shanghai) Ltd.
	43 million
	Packaging equipment
	11.3

	5
	Alpha and Omega Semiconductor Limited
	119 million
	Patents and know-hows (USD 84 million); and in cash (USD 35 million)
	31.4

	Total
	379 million
	----
	100




		
	3.
	Strategic Industry Fund and Liangjiang Strategic Fund shall pay their subscribed registered capital in full to the account of the Joint Venture by December 29, 2018 after the Date of Effectiveness. Each Party shall be obligated to procure the directors of the Joint Venture appointed thereby to attend in person, or through a proxy authorized thereby, the board meeting to deliberate the capital increase plan hereunder, and to approve the plan at the meeting or sign related written resolution of the board meeting to approve the plan.


		
	4.
	The Joint Venture shall amend the part of Articles of Association relating to the amount and ratio of capital contribution after this Agreement is executed.




2







		
	5.
	This Agreement shall constitute an integral part of the Joint Venture Contract. Where there is any inconsistency between this Agreement and the Joint Venture Contract, this Agreement shall prevail; for matters not covered herein, relevant provisions of the Joint Venture Contract shall apply.


		
	6.
	This Agreement shall become effective on the Date of Effectiveness after it is executed by the Parties.


		
	7.
	This Agreement shall be executed in ten (10) counterparts, with each Party holding one (1) counterpart and the Joint Venture holding five (5) counterparts.














 
[Signature page follows]


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(Signature page of the Third Supplemental Agreement to the Joint Venture Contract for Chongqing Alpha and Omega Semiconductor Limited (“Joint Venture”))


 
This Agreement has been signed by the duly authorized representatives of the Parties in ten (10) counterparts in Chongqing, China.


Chongqing Strategic Emerging Industry Equity Investment Fund Partnership (LP)


By: /s/ Zhou Yibo 
Name: Zhou Yibo
Title: Authorized representative of the Managing Partner
(Partnership seal)




Chongqing Liangjiang New Area Strategic Emerging Industry Equity Investment Fund Partnership (LP) 


By: /s/ Zhu Jun 
Name: Zhu Jun
Title: Representative of the Managing Partner
(Partnership seal)


 
Alpha and Omega Semiconductor Limited
By: /s/ Mike Fushing Chang 
Name: Mike Fushing Chang
Title: Chairman of the Board




Alpha & Omega Semiconductor (Shanghai) Ltd. 
By: /s/ Du Zhen 
Name: Du Zhen
Title: Legal Representative
(Company seal)


Agape Package Manufacturing (Shanghai) Ltd.
By: /s/ Xue Bing 
Name: Xue Bing
Title: Legal Representative
(Company seal)


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