Exhibit
10.13


 


Xurui Guangdian Co., Ltd.


Capital Increase Agreement


 


 


March 26, 2010


 

















 


	
  Capital Increase Agreement

  	
  Executed
  Version

  



 


Capital Increase Agreement
of Xurui Guangdian Co., Ltd.


 


WHEREAS: Xurui Guangdian Co., Ltd.
(hereinafter referred to as the “Company”)
convened an extraordinary general meeting on [Month] [date], 2010 and adopted a
resolution to issue 92,170,000 ordinary shares (hereinafter referred to as the “Increased Shares”), with par value per
share of RMB 1 and the issue price of RMB 2.11 (the part of the issue price
exceeding the par value will be put into the capital reserve of the Company),
thus increasing the registered capital of the Company to RMB 204,830,000 from
RMB 112,660,000.


 


Through friendly consultation, all parties
hereby reach the following agreement in accordance with the stipulations of the
Company Law of the People’s Republic of China (hereinafter referred to as the “Company
Law”), the Regulations on Certain Issues Concerning the Establishment of
Foreign-Invested Joint Stock Company and the relevant laws and regulations of
China:


 


Chapter I. Parties to this Agreement


 


Article 1. The
Parties hereto (hereinafter referred to as the “Shareholders”) are as follows:


 


1.   The first
party hereto: SemiLEDs Corporation (hereinafter referred to as “SemiLEDs”)


Legal address: 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808 


Name of authorized
representative: Trung Doan


Nationality: American


Address: No. 2, Lane
38, Songcui Rd., Baoshan Shiang, Hsinchu County, Taiwan 


Position: Chairman of the
Board and Chief Executive Officer


 


2.   The
second party hereto: Foshan Nationstar Optoelectronics Co., Ltd.
(hereinafter referred to as “Nationstar
Optoelectronics”)


Legal address: No. 18
South Hua Bao Road, Chan Cheng District, Foshan, Guangdong


Name of legal
representative: Wang Yao Hao


Nationality: Chinese


Position: Chairman of the
Board


 


3.   The third
party hereto: Zhejiang Shenghui Lighting Co., Ltd. (hereinafter referred
to as “Shenghui Lighting”)


Legal address: South
Jiachuang Road, Xiuzhou Industrial Park, Jiaxing, Zhejiang 


Name of legal
representative: Shen Jin Xiang


Nationality: Chinese


Position: Chairman of the
Board


 


4.   The
fourth party hereto: Beijing Aieryidi Investment Co., Ltd. (hereinafter
referred to as “Aieryidi,” and together
with SemiLEDs, collectively referred to as the “Sponsor Shareholders”)


Legal address: No. 1
Tuan Quan, Tuan Quan Village, Jiuduhe Town, Huairou District, Beijing


Name of legal
representative: Zhang Bin Bin


Nationality: Chinese


Address: No. 7, 1st Zone
Middle, Longcheng Garden, Changping District, Beijing


 


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Position: Executive
Director


 


5.  The fifth
party hereto: Beijing Lampower Photoelectric Co., Ltd. (hereinafter
referred to as “Lampower”)


Legal address: A1
Research and Development Building, No. 28 Jinghai Er Road, Beijing
Economic and Technological Development Zone, Beijing


Name
of legal representative: Huang Li Bo


Nationality:
Chinese


Position: Chairman of the
Board


 


6.  The sixth
party hereto: Foshan Nanhai High-Tech Industry Investment Co., Ltd.
(hereinafter referred to as “Nanhai
Investment”):


Legal address: 8/F,
Building C, Nanhai Science Museum, No. 3 Tianyou San Road, Guicheng,
Naihai District, Foshan


Name
of legal representative: Li Zhi Bin


Nationality:
Chinese


Position: General Manager


 


Article 2. Each
Party hereby represents and warrants to the other Parties as follows:


 


1.  The said party is a duly established and
validly existing company.


 


2.  The said party has obtained all authorizations
and consents necessary for the execution, delivery and performance of this
Agreement (including the internal authorizations of the said party and the
consents and approvals of third parties, but excluding, on the signature date
hereof, the approvals of governmental departments for the Capital Increase (as
defined below)). This Agreement has been duly executed and delivered by the
said party and constitutes the lawful, valid and binding obligations of the
said party.


 


3.  The execution, delivery and performance of
this Agreement by the said party will not conflict with or contravene any of
the following or cause it to violate, go against or assume any debt burden: (1) any
contract, agreement, commitment or warranty to which the said party is a
contract party or by which the said party is bound; (2) any law applicable
to the said party; or (3) any provisions of the institutional documents of
the said party.


 


Article 3. Nanhai
Investment and Lampower represent and warrant to the other Parties that they
have obtained the approvals of the competent departments of state-owned assets
for subscribing for the Increased Shares of the Company at a premium of RMB
2.11 per share.


 


Chapter II. Capital Increase


 


Article 4.
Nationstar Optoelectronics, Shenghui Lighting, Lampower, Aieryidi and Nanhai
Investment (hereinafter referred to as the “Capital
Increase Shareholders”) agree to subscribe for the Increased Shares
in accordance with the terms and conditions set forth herein (hereinafter
referred to as the “Capital Increase”).


 


The Capital Increase
Shareholders subscribe for Increased Shares in cash. The number of Increased
Shares subscribed for by each Capital Increase Shareholder and the subscription
amount are as follows:


 


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  Capital Increase

  Shareholder

  	
   

  	
  Subscription

  Amount (RMB)

  	
   

  	
  Number of Shares

  	
   

  
	
  Nationstar Optoelectronics

  	
   

  	
  64,829,750

  	
   

  	
  30,725,000

  	
   

  
	
  Shenghui Lighting

  	
   

  	
  56,178,750

  	
   

  	
  26,625,000

  	
   

  
	
  Lampower

  	
   

  	
  30,257,400

  	
   

  	
  14,340,000

  	
   

  
	
  Aieryidi

  	
   

  	
  21,606,400

  	
   

  	
  10,240,000

  	
   

  
	
  Nanhai Investment

  	
   

  	
  21,606,400

  	
   

  	
  10,240,000

  	
   

  
	
  Total

  	
   

  	
  194,478,700

  	
   

  	
  92,170,000

  	
   

  



 


Article 5. The
Company shall, within two business days after the approval of the Capital
Increase by the relevant government organization of the commercial department
having jurisdiction over the Capital Increase (hereinafter referred to as the “Approval Authority”), deliver to each
Capital Increase Shareholder a written notice, which shall include: (1) the
date of approval of the Capital Increase by the Approval Authority and copies
of relevant approval documents; and (2) detailed information of the
account of the Company for receiving the subscription amount of the Increased
Shares.


 


Each Capital Increase
Shareholder shall, within ten business days after the receipt of the notice
mentioned above, remit in full the respective subscription amount provided
under Article 4 hereof into the account of the Company specified in the
notice.


 


Article 6. The
registered capital of the Company, after the Capital Increase, is RMB
204,830,000, with the contribution amount, the number of subscribed shares and
the shareholding ratio of each Shareholder as follows:


 


	
  Shareholder

  	
   

  	
  Contribution

  Amount (RMB)

  	
   

  	
  Number of

  Shares

  	
   

  	
  Ratio

  	
   

  	
  Price per Share

  (RMB)

  	
   

  
	
  SemiLEDs Corporation

  	
   

  	
  100,370,000

  	
   

  	
  100,370,000

  	
   

  	
  49

  	
  %

  	
  1.00

  	
   

  
	
  Nationstar Optoelectronics

  	
   

  	
  64,829,750

  	
   

  	
  30,725,000

  	
   

  	
  15

  	
  %

  	
  2.11

  	
   

  
	
  Shenghui Lighting

  	
   

  	
  56,178,750

  	
   

  	
  26,625,000

  	
   

  	
  13

  	
  %

  	
  2.11

  	
   

  
	
  Aieryidi

  	
   

  	
  33,896,400

  	
   

  	
  22,530,000

  	
   

  	
  11

  	
  %

  	
  1.00/2.11

  	
   

  
	
  Lampower

  	
   

  	
  30,257,400

  	
   

  	
  14,340,000

  	
   

  	
  7

  	
  %

  	
  2.11

  	
   

  
	
  Nanhai Investment 

  	
   

  	
  21,606,400

  	
   

  	
  10,240,000

  	
   

  	
  5

  	
  %

  	
  2.11

  	
   

  
	
  Total 

  	
   

  	
  307,138,700
  

  	
   

  	
  204,830,000

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


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Article 7. Where any
of Nationstar Optoelectronics, Shenghui Lighting, Aieryidi and Lampower fails
to perform in whole or in part the obligation to contribute any amount as may
be required to subscribe for the Increased Shares, Nanhai Investment agrees to
subscribe for such part of the Increased Shares not being subscribed for on its
own or together with other Chinese Shareholders. In case of the occurrence of
the above situation, each Party agrees to sign an amended agreement and other
necessary documents and to adopt other necessary actions.


 


Chapter III. Scale of Production


 


Article 8. The
production scale in phase one is 11 sets of MOCVD, producing 4-inch substrate
epitaxial wafers and high-power and high-brightness LED chips; the production
capacity is expected to be 20KK/month and the luminous efficiency to be larger
than 100Lm/W; and it is expected that factory construction will be completed and
design capacity will be attained by the end of 2010.


 


It is expected that in
phase two, an additional 10 sets of MOCVD will be produced for producing 4-inch
and 6-inch substrate epitaxial wafers and high-power and high-brightness LED
chips; the luminous efficiency will be 120Lm/W; and the production capacity
will reach 44KK/month at the beginning of 2012.


 


It is expected that in
phase three, an additional 10 sets of MOCVD will be produced for producing
6-inch substrate epitaxial wafers and high-power and high-brightness LED chips;
the luminous efficiency is to be larger than 135Lm/W; and the production
capacity will reach 84KK/month in the third quarter of 2013.


 


The investment allocation
and capital contribution methodology for the second and third phases will be
discussed and negotiated separately among the parties in the future, provided
that a Party is only obliged to make capital contribution in accordance with
the allocation and methodology to which it has agreed in writing.


 


Chapter IV. Issuance of New Shares and Transfer of Shares


 


Article 9.
Preemptive right: in the event that the Company issues any new shares in
accordance with the Articles of Association of the Company, the Company shall
deliver to each Shareholder a written notice, which lists the terms of the
issuance, the proposed issuance date, the consideration to be collected by the
Company and all other important terms related to such issuance. Each
Shareholder, within twenty (20) business days after the receipt of the notice,
is entitled (but not obliged) to subscribe for all or part of the shares
proposed to be issued, which the said Shareholder has the right to subscribe
for in proportion to its then shareholding ratio in the Company, by delivery of
written notice to the Company (if the said Shareholder fails to deliver such
written notice as provided above, such Party shall be deemed to have refused to
exercise its preemptive right). Where the Shareholder exercises its preemptive
right, the Company shall issue and sell shares to the said Shareholder and such
Shareholder shall subscribe for the shares it chooses to buy in accordance with
the price, terms and conditions set forth in the notice. If any Shareholder
refuses or is deemed to have


 


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refused to exercise all or part of its
preemptive right, other Shareholders are entitled (but not obliged) to buy any
or all shares the said Shareholder refuses to buy.


 


Article 10. Lockup
period: pursuant to the requirements of the applicable laws, the shares held by
the Sponsor Shareholders may not be transferred within one (1) year from
the date of establishment of the Company. Furthermore, each Party agrees that
any Shareholder shall not transfer the shares of the Company held by such
Shareholder to any person within one (1) year from the date of
establishment of the Company without the prior written consent of the other
Parties. After the lockup period, SemiLEDs is entitled to transfer the shares
held by it in the Company to any of its affiliates under its control.


 


Article 11. Right of
first refusal: at any time after the expiration of the lockup period mentioned
above, if any Party other than SemiLEDs (hereinafter referred to as the “Transferor”) proposes to transfer all or
part of the shares of the Company held by the Transferor, the Transferor shall,
prior to the transfer, deliver to the Company and all other Shareholders a
written notice, which shall describe the name and address of the transferee,
the number of shares to be transferred, the proposed date of transfer, the
proposed amount and form of consideration and other terms and conditions
related to such transfer. Other Shareholders are entitled (but not obliged) to
exercise right of first refusal in proportion to their respective shareholding ratios
in the Company to buy the shares to be transferred according to the price and
terms and conditions set forth in the transfer notice. The Shareholder enjoying
right of first refusal shall, within fifteen (15) days after the receipt of the
transfer notice, notify the Company and other Shareholders of whether it will
exercise the right of first refusal or not. If any Shareholder notifies the
Company and other Shareholders of its waiver of the right of first refusal or
fails to notify the Company and other Shareholders within fifteen (15) days,
SemiLEDs is entitled (but not obliged) to buy the part of shares against which
the right of first refusal is waived according to the price and terms and
conditions set forth in the transfer notice. After other Shareholders
(including SemiLEDs) have exercised their right of first refusal and SemiLEDs
has exercised its purchasing right of the shares against which the right of
first refusal is waived, the Transferor may transfer any remaining shares to be
transferred (if any) to the proposed transferee; provided, however, that the
transfer price shall not be lower than the price specified in the notice, and
other terms and conditions of transfer offered to the transferee shall not be
more favorable than the terms and conditions specified in the notice; in
addition, the transferee shall agree in writing to be one party hereto and be
subject to all provisions hereof. This Article will become invalid
automatically upon the listing of the Company.


 


Article 12. Shares
issued prior to the public issuance of shares by the Company may not be
transferred within one (1) year after the date on which the shares of the
Company are listed for trading on a stock exchange. All Shareholders agree and
undertake to abide by any other lockup period provided under any applicable
laws, regulations and policies.


 


Chapter V. Organizational Structure and Procedural Rules of
the Company


 


Article 13. General
meetings of Shareholders, the highest authority of the Company, shall exercise
their functions and powers subject to the Company Law and the Articles of
Association of the Company.


 


Article 14. The
Board of Directors hereby established is the standing body of the Company which
shall report to the general meetings of Shareholders. Directors are selected or
replaced by the general meeting of Shareholders by adopting the system of
cumulative


 


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voting. Each share holds the equal voting
right to the number of the candidate for directors during the selection and
replacement of directors. In addition, the voting right held by the
Shareholders can be utilized in a centralized manner.


 


Nine (9) directors
constitute the Board of Directors after the Capital Increase, where five (5)
directors are nominated by SemiLEDs and the other four (4) are respectively
nominated by Nationstar Optoelectronics, Shenghui Lighting, Aieryidi and
Lampower. The nomination held by the foregoing Parties will terminate
automatically upon the listing of the Company. Furthermore, where the number of
shares held by SemiLEDs and any subsidiary thereof of which SemiLEDs holds at
least 51% shares are in aggregate lower than 41% of the total number of shares
of the Company, the number of directors nominated by SemiLEDs shall be adjusted
so as to ensure the said number is in compliance with the shareholding ratio of
SemiLEDs; where the number of shares held by any one party of Nationstar
Optoelectronics, Shenghui Lighting, Aieryidi or Lampower is lower than 7%, the
nomination of such Party will become null and void immediately.


 


In case one or more
candidate(s) nominated by the above Party is/are not selected as directors by
the general meeting of Shareholders, the said Party is entitled to renominate
directors of corresponding number. All Shareholders hereby warrant that each
Shareholder shall vote for any candidate for director nominated by a Party as
long as such candidate for director complies with the requirements and
stipulations of the Company Law and other applicable laws and regulations. In
addition, where any director nominated by any Shareholder is discharged or
resigns prior to the expiration of the term, the Shareholder shall have the
exclusive right to nominate a substitute director.


 


The Board of Directors
shall have one (1) Chairman of the Board and one (1) Vice-Chairman of the
Board. The Chairman and Vice-Chairman are elected by affirmative votes of a
majority of the entire Board of Directors.


 


Article 15. The Company
shall establish a Board of Supervisors. After the Capital Increase, the Board
of Supervisors shall be established with six (6) supervisors, of which, two (2)
shall be worker representatives and four (4) shall be Shareholder
representatives; where two (2) Shareholder representatives shall be nominated
by SemiLEDs and the other two (2) shall be nominated by Nanhai Investment and
Aieryidi, respectively. The worker representatives are elected and replaced by
workers of the Company in a democratic manner while the Shareholder
representatives are elected and replaced by the general meeting of
Shareholders. If any candidate for supervisor nominated by any foregoing Party
is not elected as the supervisor by the general meeting of Shareholders, the
said Party is entitled to renominate one candidate. All Shareholders hereby
undertake that each Shareholder shall vote for any candidate for supervisor in
the general meeting of Shareholders for supervisor election as long as such
candidate for supervisor nominated by the Party with nomination right complies
with the requirements and stipulations of the Company Law and other applicable
laws and regulations. In addition, where a supervisor nominated by any
Shareholder is discharged or resigns prior to the expiration of the term, the
said Shareholder shall have the exclusive right to nominate a substitute
supervisor.


 


The Board of Supervisors
shall have one (1) Chairman of the Board and one (1) Vice-Chairman. The
Chairman and Vice-Chairman of the Board of Supervisors are elected by
affirmative votes of a majority of the entire Board of Supervisors.


 


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The Board of Directors
and the Board of Supervisors shall exercise their functions and powers in
accordance with the Company Law and the Articles of Association of the Company
and shall enjoy and assume the rights and obligations in line with the Company
Law, the Articles of Association of the Company and relevant laws and
regulations. It is agreed by all Parties that all directors and supervisors are
not paid and all the travel expenses of any director or supervisor shall be
borne by the corresponding nominating Shareholder.


 


Article 16. The Company
shall establish operation and management organizations. The establishment of
the operation and management organizations shall be subject to affirmative
votes of a majority of all directors.


 


Chapter VI. Intellectual Property Rights


 


Article 17. Research and
development of new technologies and new products will be carried out after the
incorporation and the development center will be set up at the appropriate
time. Ownership of patents and proprietary technologies and other new
intellectual property rights developed by the Company shall belong to the
Company.


 


Article 18. Where any
Party hereto other than SemiLEDs no longer holds the Company’s shares for any
reason, the said Party irrevocably consents not to hold any rights and
simultaneously waives any claim concerning the intellectual property rights
held by the Company and transferred by SemiLEDs or the intellectual property
rights licensed by SemiLEDs and enjoyed by the Company.


 


Article 19. Subject to
the applicable laws, in case of the dissolution and liquidation pursuant to the
Articles of Association of the Company, the liquidation committee shall assign
the intellectual property rights of the Company to SemiLEDs during the
formulation of the liquidation plan and the assignment of the remaining
property to the Shareholders.


 


Chapter VII. Non-Competition and Related Transactions


 


Article 20. In order to
avoid horizontal competition, SemiLEDs hereby undertakes and guarantees that:


 


1.   SemiLEDs and any affiliate thereof of which
SemiLEDs controls shall not invest in any manufacturing enterprises of LED
epitaxial wafers and chips within the territory of China (excluding Taiwan)
except the investment projects agreed herein in a manner of sole
proprietorship, joint venture, merger and acquisition and the like without
prior written consent of other Parties.


 


2.   Any third party to which SemiLEDs transfers
or licenses the technologies may not apply the technologies in the
manufacturing of LED epitaxial wafers and chips within Chinese territory.


 


3.   SemiLEDs may not engage in the production of
LED epitaxial wafers and chips in manner of OEM or outsourcing within Chinese
territory.


 


Article 21. For any
potential related transactions between the Company and Shareholders, the
Company shall conform to the fair market pricing principle and abide by
relevant laws and regulations and regulatory rules, and shall procure the
Company to carry out strictly the decision-making process concerning the
related transactions so as to ensure the fairness, equality, justness and
impartiality of related transactions.


 


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Chapter VIII. Liability for Breach of Agreement


 


Article 24. Where (1) any
representation or warranty made by any Party herein (hereinafter referred to as
the “Indemnifying Party”) is
inaccurate, or (2) the Indemnifying Party violates or fails to fully perform
any undertakings, obligations or agreements hereunder, thus directly or
indirectly causing the other Parties or the Company or their respective
successors, transferees, affiliated parties or representatives (collectively
referred to as the “Indemnified Party”)
to incur or suffer any loss, debt, liability, depreciation, expense (including
the expense for investigation and defense and reasonable attorney fees and
accountant fees), as well as any harm of any manner or nature (whether it
involves any claim by the third party) (collectively referred to as the “Losses”), the Indemnifying Party shall
accordingly indemnify and hold harmless the Indemnified Party from and against
such Losses. In case of breach of this Agreement by more than one Party, the
Parties shall assume corresponding liabilities for breach respectively based on
their respective faults.


 


Article 25.
Notwithstanding the provisions of Article 24, in case any Party fails to
contribute according to the time limit and amount agreed herein, the Party in
breach shall pay a default penalty of 0.1% of the amount of overdue
contribution or the shortfall on a daily basis to the performing Parties, and
such default penalty shall be allocated based on the actual contribution of the
performing Parties.


 


Article 26. The rights
and obligations of all Parties provided in Articles 24 and 25 herein shall
survive the termination of this Agreement.


 


Chapter IX. Force Majeure and Dispute Settlement


 


Article 27. A Party
shall, in case of force majeure which directly affects the fulfillment of this
Agreement based on the terms agreed upon, promptly notify all the other Parties
of the accident and shall, within 15 days, provide the details of the force
majeure, the reasons why the performance of this Agreement cannot be fulfilled
or fully fulfilled or needs to be delayed, and the valid certifying documents.
All other Parties shall, based on the extent of the impact of the force majeure
on the performance of this Agreement, negotiate and agree on the performance of
this Agreement and decide whether to release the Party involved in the force
majeure from the performance of this Agreement.


 


Article 28. This
Agreement is governed by the laws of the People’s Republic of China. In case of
any dispute arising from or concerning the performance of this Agreement, the
Parties to this Agreement shall settle the disagreement through friendly
consultation. In case the relevant dispute cannot be settled through
consultations within thirty (30) days as from the date on which a Party
delivers to all other Parties a written notice of the existence of the dispute,
any party is entitled to initiate arbitration with the South-China
Sub-Commission of China International Economic and Trade Arbitration Commission
for resolution. The arbitration decision is final and binding upon all Parties.


 


Chapter X. Confidentiality


 


Article 22. Any Party
shall bear the responsibility of maintaining the confidentiality of any secrets
relating to all other Parties or relating to the transaction under this
Agreement (the “Relevant Secrets”)
which has come to its knowledge due to the transaction hereunder. Any Party may
not, unless otherwise provided by the laws and regulations of China or with the
prior written consent of the disclosing Party, disclose the Relevant Secrets to
any third party.


 


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The confidentiality term shall commence on
the date when this Agreement comes into force and end on the date when the
Relevant Secrets become public information.


 


Article 23. All Parties
shall know and understand that they have the obligation and liability of
maintaining the confidentiality of all patents and proprietary technologies
about the production and research and development of the Company, which have
come to their knowledge whether during the process of the establishment of the
Company and Capital Increase or in future production and operational
activities. The Company and other Shareholders shall have the right to ask any
Party disclosing the technological secrets of the Company to any other
companies and persons outside of the Company to compensate the Company and
other Shareholders for all losses suffered as a result thereof, and to claim
compensation by legal means.


 


Chapter XI. Modification, Alteration and Termination of this
Agreement


 


Article 29. The
effectiveness of the modification or alteration hereof shall be subject to the
consent and written agreement signed by all Parties.


 


Article 30. This
Agreement can be terminated in the following situations:


 


1.  Any Party may terminate this Agreement by
written notice: in case the governmental authorities from which the approval of
Capital Increase is sought do not approve the Capital Increase of the Company
and the rejection is final and cannot be reconsidered; or any competent
governmental authority releases any decision, ban, order, judgment or
regulation that is final and cannot be reconsidered to prohibit, or adopts any
other action to prohibit or prohibits in any other manner the completion of the
transaction hereunder.


 


2.  Any Party may terminate this Agreement by
written notice: in case other Parties materially violate or fail to comply with
any representation, warranty, undertaking or covenant herein; or


 


3.  All Parties agree to terminate this Agreement.


 


In case of the above-mentioned termination,
this Agreement shall become invalid and all rights and obligations of the
Parties under this Agreement shall terminate. However, (1) in case the Company
carries out liquidation according to the Articles of Association of the Company
existing prior to the Capital Increase, all Parties hereto, except the Sponsor
Shareholders, shall share the expenditures and losses of the Sponsor
Shareholders caused by the establishment of the Company in proportion to the
shareholding ratio agreed herein; and (2) such termination shall not release
any Party from any liabilities arising from the violation of any
representation, warranty, undertaking, obligation or agreement contained
herein, and this Article, together with Chapter VIII, Chapter IX and Chapter X,
shall survive the termination of this Agreement.


 


Chapter XII. Effectiveness of this Agreement and
Miscellaneous


 


Article 31. This
Agreement shall become effective upon the signature and seal of the relevant
Parties and the approval of the Approval Authority. This Agreement may be
executed in any number of counterparts, and all counterparts signed by all
Parties separately shall together constitute one and the same valid instrument.


 


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Article 32. After the
completion of the Capital Increase and as of the date the Company obtains the
updated business license issued by the competent Administration for Industry
and Commerce, the Patent Assignment and License Agreement, Patent Cross-License
Agreement and Trademark Cross-License Agreement executed on the same date of
this Agreement shall come into effect automatically, and the Framework
Agreement of the Investors of XuruiOptoelectronics Co., Ltd. executed on
December 25, 2009 by all relevant Parties shall automatically become invalid.


 


Article 33. This
Agreement has ten (10) copies, with each party, the Approval Authority of
different levels, the Administration for Industry and Commerce and the Company
holding one copy, and all copies shall have the same legal effect.


 


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This Agreement has been signed by the
following Parties on March 26, 2010, in Nanhai District, Foshan City, Guangdong
Province, PRC:


 


 


SemiLEDs Corporation


 


Name: 


Position: [ ]


 


 


Foshan Nationstar
Optoelectronics Co., Ltd.


 


Name: 


Position: [ ]


 


 


Zhejiang Shenghui Lighting
Co., Ltd.


 


Name: 


Position: [ ]


 


Beijing Aieryidi Investment
Co., Ltd.


 


Name: 


Position: [ ]


 


Beijing Lampower
Photoelectric Co., Ltd.


 


Name: 


Position: [ ]


 


 


Foshan Nanhai High-tech
Industry Investment Co., Ltd.


 


Name: 


Position: [ ]


 


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