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Exhibit 10.48    
    


 
 

AGREEMENT    
    
    ON    
    
    CAPITAL INCREASE AND ADMISSION OF NEW JOINT VENTURER    
    
    OF    
    
    SHANGHAI HUA HONG NEC ELECTRONICS COMPANY, LIMITED    
    


SHANGHAI, CHINA  





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 






   TABLE OF CONTENTS  



	WITNESSETH	 	3
	
ARTICLE 1 DEFINITIONS	
 	
4
	
ARTICLE 2 CAPITAL INCREASE AND ADMISSION OF NEW JOINT VENTURER	
 	
4
	 	
 2.1    Capital Increase	
 	

4
	 	2.2    Subscription of Increased Capital	 	4
	 	2.3    Contribution Schedule	 	5
	 	2.4    Increased Capital Contribution Verification	 	5
	 	2.5    Share Structure after Capital Increase	 	5
	
ARTICLE 3 REPRESENTATIONS AND WARRANTIES	
 	
5
	 	
 3.1    Representations and Warranties by Party A	
 	

5
	 	3.2    Representations and Warranties by Party B1 and Party B2	 	6
	 	3.3    Representations and Warranties by Party C	 	8
	 	3.4    Representations and Warranties by Party D	 	9
	 	3.5    Representations and Warranties by Party E	 	9
	 	3.6    Survival of Representations and Warranties	 	11
	
ARTICLE 4 RESPONSIBILITIES OF THE PARTIES TO PARTY E	
 	
11
	
ARTICLE 5 AMENDMENT TO 1997 JV CONTRACT AND 1997 AOA, APPROVAL AND REGISTRATION	
 	
11
	 	
 5.1    Amendment to 1997 JV Contract and 1997 AOA	
 	

11
	 	5.2    Approval and Registration	 	11
	
ARTICLE 6 INDEMNIFICATION	
 	
11
	

[...***...]	
 	
12
	
ARTICLE 8 MISCELLANEOUS	
 	
12
	 	
 8.1    Headings	
 	

12
	 	8.2    Governing Law	 	12
	 	8.3    Effectiveness and Benefits	 	12
	 	8.4    Entire Agreement	 	12
	 	8.5    Counterparts	 	12
	 	8.6    Other Matters	 	13
	 	8.7    Taxes	 	13
	 	8.8    Effectiveness	 	13







Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality
request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


2







   
        This AGREEMENT ON CAPITAL INCREASE AND ADMISSION OF NEW JOINT VENTURER OF SHANGHAI HUA HONG NEC ELECTRONICS COMPANY, LIMITED (hereinafter referred to as this
"Agreement") is made and entered into as of August 29th, 2003, in Shanghai, the People's Republic of China (hereinafter referred to
as "China") among and by: 



        Shanghai Hua Hong (Group) Co., Ltd. (hereinafter referred to as "Party A"), a
company with limited liability duly organized and existing under the laws of China, having its registered address at Land Lot No. 46, Pudong Jinqiao Development Zone, Shanghai, China under the
registration number of 150411800; its Legal Representative is Mr. Zhang Wenyi; 


        NEC CORPORATION (hereinafter referred to as "Party B1"), a company with limited liability
duly organized and existing under the laws of Japan, having its registered address at 7-1, Shiba 5-chome, Minato-ku Tokyo, Japan; its Legal Representative is
Mr. Akinobu Kanasugi; 


        NEC (China) Co., Ltd. (hereinafter referred to as "Party B2"), a company with
limited liability duly organized and existing under the laws of China, having its registered address at 19F Full Link Plaza No. 18 Chaoyangmenwai Ave., Beijing, China under the registration
number of 000718; its Legal Representative is Mr. Iwao Shinohara; 


        Shanghai Hua Hong International Inc. (hereinafter referred to as "Party
C"), a company with limited liability duly organized and existing under the laws of British Cayman Island, having its registered
address at British Cayman Island, its authorized representative is Mr. Gu Xiaochun. 


        Newport Fab, LLC d/b/a Jazz Semiconductor (hereinafter referred to as "Party D"), a
company with limited liability duly organized and existing under the laws of Delaware, the United Sates of America, having its offices at 4321 Jamboree Road, Newport Beach, CA 92660-3095;
its authorized representative is Mr. Shu Li; 


        And


        Shanghai Hua Hong NEC Electronics Company, Limited (hereinafter referred to as "Party E"),
a company with limited liability duly organized and existing under the laws of China, having its registered address at No. 1188 Chuan Qiao Road, Pudong New Area, Shanghai, China, its legal
representative is Mr. Zhang Wenyi. 


        Party
B1 and Party B2 are sometimes referred to collectively as "Party B", and a duty, obligation or right of Party B under this Contract
shall be deemed to be a joint and several duty, obligation or right of both Party B1 and Party B2. Party A, Party B1, Party B2, Party C, Party D and Party E are sometimes referred to collectively as
the "Parties" or individually as a "Party". 


WITNESSETH  


        1.     Party
A and Party B entered into and executed the Joint Venture Contract on the Establishment and Operation of Party E (hereinafter referred to as the
"1997 JV Contract") and the Articles of Association of Shanghai Hua Hong NEC Electronics Company Limited (hereinafter referred to as the
"1997 AOA") on May, 1997 to establish and operate Party E with its registered capital of USD [...***...] which is now engaged in
the design, development, manufacturing (wafer fabrication) and sale of large scale integrated circuits; 


        The
share structure of Party E before entering into this Agreement is as follows: 


[...***...]






Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


3





 

        2.     The
Parties intend to evaluate the potential investment into Party E, to enhance the Parties' wafer foundry services to manufacture semiconductor products and to further
realize the strategic cooperation with regard to semiconductor products manufacturing and advanced technology. Based on such intention, Party A (also on behalf of, and authorized by Party
E) and Party D have executed and entered into a Memorandum of Understanding (hereinafter referred to as the "MOU") as of
July 16th, 2003 in Shanghai, China in order to collaborate together and create competitive foundry services to manufacture semiconductor products; 


        3.     Party
A, Party B and Party C agree to allow Party D to invest in, and Party D agrees to invest in Party E by increasing the registered capital of Party E subject to the
terms and conditions contemplated in this Agreement, the joint venture contract and the articles of association to be entered into between the Parties (hereinafter referred to as, respectively, the
"New JV Contract" and the "New AOA") and based on the mutual understandings that Party D shall be
granted with the equity representing 11.32%, diluting to no less than 10% post the contemplated Shanghai Belling Co., Ltd. investment of the registered capital of Party E if Party D fulfils its
obligation to license and transfer all the technologies as contemplated in the MOU to Party E and the current value of Party E before investment by Party D shall not be less than USD
[...***...] as of the Effective Date (as defined below); 


        NOW,
THEREFORE, in consideration of the premises and the mutual promises, representations, warranties and covenants hereinafter set forth, the Parties hereto agree as follows: 


ARTICLE 1  


 DEFINITIONS  


        In this Agreement, unless the context requires otherwise, the following terms used in this Agreement shall have the meanings set forth below: 


        1.1   "Affiliates" shall mean in relation to a company, any other company or partnership which, through ownership of voting
stock or otherwise, directly or indirectly, is controlled by, under common control with, or in control of that company. The term "control" means ownership of more than fifty percent (50%) of the
voting stock of a company, or the power to appoint or elect a majority of the directors of a company. 



        1.2   "Effective Date" shall mean the date on which this Agreement shall become effective pursuant to Article 8.8 of
this Agreement. 


        1.3   "Joint Stock Company" shall mean the company limited by shares under the Company Law of China and other applicable laws
of China. 


        1.4   "USD" or "US Dollar(s)" shall mean the lawful currency of the United States of America. 


ARTICLE 2  


 CAPITAL INCREASE AND ADMISSION OF NEW JOINT VENTURER  


        2.1   Capital Increase


        On
the Effective Date provided in this Agreement and subject to the terms and conditions set forth hereinafter, the Parties hereby agree to increase the registered capital of Party E
from [...***...] to [...***...] (hereinafter referred to as "New Registered Capital") and the difference
between the current registered capital of [...***...] and the New Registered Capital of [...***...] (hereinafter referred to as the
"Increased Capital") shall be contributed through the investment made by Party D in accordance with Article 2.2 herein. Accordingly the total
investment of Party E shall be simultaneously adjusted from the current [...***...] to [...***...] on the Effective Date provided in this Agreement. 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


4





 

        2.2   Subscription of Increased Capital


        On
the Effective Date provided in this Agreement and subject to the terms and conditions set forth hereinafter, Party D shall subscribe the Increased Capital, which accounts for Eleven
Point Three Two Percent (11.32%) of the New Registered Capital of Party E. The subscribed contributions of Party D to the New Registered Capital shall be made in technologies and cash and in US
Dollars as follows: 



	(i)
	Cash:
Ten Million US Dollars (USD 10,000,000);



	(ii)
	[...***...]
in the form of technologies solely for the purposes of aiding and assisting the entry of Party D, under the laws of the PRC, into
the Party E. 




        2.3   Contribution Schedule


        The
specific amount to be paid or contributed, time and schedule for making such payments or contributions by Party D shall be subject to the New JV Contract and the Technology License
and Transfer Agreement entered into by and between Party D and Party E and in accordance with the contribution schedule specially stipulated in Exhibit 1 attached hereto. 


        2.4   Increased Capital Contribution Verification


        The
Increased Capital contribution verification shall be conducted in accordance with Article 6-06 (2) in the New JV Contract. 


        2.5   Share Structure after Capital Increase


        On
the Effective Date, the share structure of Party E shall be as follows: 


[...***...]



ARTICLE 3  


 REPRESENTATIONS AND WARRANTIES  


        3.1   Representations and Warranties by Party A


        Party
A hereby represents and warrants to the other Parties, as of the Effective Date, the following: 



        (1)   Organization
and Standing 



        Party
A is a company with limited liability duly organized, validly existing and in good standing under the laws of China. 


        (2)   Corporate
Authority 


        Party
A has full corporate power and authority to enter into this Agreement and all other agreements, instruments or certificates contemplated herein to which it is party, and to
consummate the transactions contemplated herein. The execution, delivery and performance by Party A of this Agreement and all other agreements instruments or certificates contemplated herein to which
it is party have been duly authorized by all requisite corporate actions. This Agreement and all other agreements, instruments or certificates contemplated herein have been duly executed and delivered
by Party A. This Agreement and all other agreements, instruments or certificates contemplated herein constitute a valid and binding obligation of Party A, enforceable in accordance with its terms,
except where such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, and/or similar laws affecting creditor's rights generally. 






Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


5





 

        (3)   No
Violation 


        Party
A is not in violation of or in default in any material respect under any term of its organizational documents, any term or provision of any mortgage, indenture, contract,
agreement, instrument, judgment or decree. The execution, delivery and performance of this Agreement and all other agreement, instruments or certificates have not resulted in and will not result in
any such violation of or conflict with, or constitute a default under any of the foregoing. 


        (4)   Compliance
with Law 


        Party
A is in compliance with all laws and regulations of China to which it is subject, the violation of which, either individually or in aggregate, would have a material adverse effect.
The execution, delivery or performance of this Agreement and all other agreements, instruments and certificates contemplated herein and the consummation of the transactions contemplated herein will
not cause Party A to be in violation of any laws and regulations of China. 


        (5)   Paid-Up
Contributions 


        Party
A has fully paid up its contributions representing [...***...] in the New Registered Capital of Party E evidenced by the capital verification report that
has been issued by a qualified Chinese accountant and attached hereto as Exhibit 2. 




        3.2   Representations and Warranties by Party B1 and Party B2


        Party
B1 hereby represents and warrants to the other Parties, as of the Effective Date, the following: 



        (1)   Organization
and Standing 


        Party
B1 is a company with limited liability duly organized, validly existing and in good standing under the laws of Japan. 


        (2)   Corporate
Authority 


        Party
B1 has full corporate power and authority to enter into this Agreement and all other agreements, instruments or certificates contemplated herein to which it is party and to
consummate the transactions contemplated herein. The execution, delivery and performance by Party B1 of this Agreement and all other agreements instruments or certificates contemplated herein to which
it is party have been duly authorized by all requisite corporate actions, except that B1 will need an approval by its Board of Directors. This Agreement and all other agreements, instruments or
certificates contemplated herein have been duly executed and delivered by Party B1. This Agreement and all other agreements, instruments or certificates contemplated herein constitute a valid and
binding obligation of Party B1, enforceable in accordance with its terms, except where such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, and/or similar
laws affecting creditor's rights generally. 


        (3)   No
Violation 


        Party
B1 is not in violation of or in default in any material respect under any term of its organizational documents, any term or provision of any mortgage, indenture, contract,
agreement, instrument, judgment or decree. The execution, delivery and performance of this Agreement and all other agreements, instruments or certificates have not resulted in and will not result in
any such violation of or conflict with, or constitute a default under any of the foregoing. 






Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


6





 

        (4)   Compliance
with Law 


        Party
B1 is in compliance with all laws and regulations of Japan to which it is subject, the violation of which, either individually or in aggregate, would have a material adverse
effect. The execution, delivery or performance of this Agreement and all other agreements, instruments and certificates contemplated herein and the consummation of the transactions contemplated herein
will not cause Party B1 to be in violation of any laws and regulations of Japan. 


        (5)   Paid-Up
Contributions 


        Party
B1 has fully paid up its contributions representing [...***...] in the New Registered Capital of Party E evidenced by the capital verification report that
has been issued by a qualified Chinese accountant and attached hereto as Exhibit 3-1. 




        Party
B2 hereby represents and warrants to the other Parties, as of the Effective Date, the following: 



        (1)   Organization
and Standing 


        Party
B2 is a company with limited liability duly organized, validly existing and in good standing under the laws of China. 


        (2)   Corporate
Authority 


        Party
B2 has full corporate power and authority to enter into this Agreement and all other agreements, instruments or certificates contemplated herein to which it is party and to
consummate the transactions contemplated herein. The execution, delivery and performance by Party B2 of this Agreement and all other agreements instruments or certificates contemplated herein to which
it is party have been duly authorized by all requisite corporate actions, except that B2 will need an approval by its Board of Directors. This Agreement and all other agreements, instruments or
certificates contemplated herein have been duly executed and delivered by Party B2. This Agreement and all other agreements, instruments or certificates contemplated herein constitute a valid and
binding obligation of Party B2, enforceable in accordance with its terms, except where such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, and/or similar
laws affecting creditor's rights generally. 


        (3)   No
Violation 


        Party
B2 is not in violation of or in default in any material respect under any term of its organizational documents, any term or provision of any mortgage, indenture, contract,
agreement, instrument, judgment or decree. The execution, delivery and performance of this Agreement and all other agreements, instruments or certificates have not resulted in and will not result in
any such violation of or conflict with, or constitute a default under any of the foregoing. 


        (4)   Compliance
with Law 


        Party
B2 is in compliance with all laws and regulations of China to which it is subject, the violation of which, either individually or in aggregate, would have a material adverse
effect. The execution, delivery or performance of this Agreement and all other agreements, instruments and certificates contemplated herein and the consummation of the transactions contemplated herein
will not cause Party B2 to be in violation of any laws and regulations of China. 






Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


7







  



        (5)   Paid-Up
Contributions 


        Party
B2 has fully paid up its contributions representing [...***...] in the New Registered Capital of Party E evidenced by the capital verification report that
has been issued by a qualified Chinese accountant and attached hereto as Exhibit 3-2. 




        3.3   Representations and Warranties by Party C


        Party
C hereby represents and warrants to the other Parties, as of the Effective Date, the following: 



        (1)   Organization
and Standing 


        Party
C is a company with limited liability duly organized, validly existing and in good standing under the laws of British Cayman Island. 


        (2)   Corporate
Authority 


        Party
C has full corporate power and authority to enter into this Agreement and all other agreements, instruments or certificates contemplated herein to which it is party and to
consummate the transactions contemplated herein. The execution, delivery and performance by Party C of this Agreement and all other agreements instruments or certificates contemplated herein to which
it is party have been duly authorized by all requisite corporate actions. This Agreement and all other agreements, instruments or certificates contemplated herein have been duly executed and delivered
by Party C. This Agreement and all other agreements, instruments or certificates contemplated herein constitute a valid and binding obligation of Party C, enforceable in accordance with its terms,
except where such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, or similar laws affecting creditor's rights generally. 


        (3)   No
Violation 


        Party
C is not in violation of or in default in any material respect under any term of its organizational documents, any term or provision of any mortgage, indenture, contract,
agreement, instrument, judgment or decree. The execution, delivery and performance of this Agreement and all other agreement, instruments or certificates have not resulted in and will not result in
any such violation of or conflict with, or constitute a default under any of the foregoing. 


        (4)   Compliance
with Law 


        Party
C is in compliance with all laws and regulations of British Cayman Island to which it is subject, the violation of which, either individually or in aggregate, would have a material
adverse effect. The execution, delivery or performance of this Agreement and all other agreements, instruments and certificates contemplated herein and the consummation of the transactions
contemplated herein will not cause Party C to be in violation of any laws and regulations of British Cayman Island. 


        (5)   No
Infringement by Party C's Contribution 


        Party
C hereby represents and warrants that the contribution made by Party C into Party E shall be legally owned by Party C free and clear of any liabilities, charges, liens, pledges,
mortgages, restrictions, adverse claims, security interests, rights of others, and encumbrances of any kind. Party C further represents and warrants that Party C has full right to make such
contribution and there is no claim, action, proceeding or other litigation pending or, to the knowledge of the Party C, threatened with respect to such contribution or which, if adversely determined,
would restrict or interfere in any negative respect with the contribution. 






Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


8





 

        3.4   Representations and Warranties by Party D


        Party
D hereby represents and warrants to the other Parties, as of the Effective Date, the following: 



        (1)   Organization
and Standing 


        Party
D is a company with limited liability duly organized, validly existing and in good standing under the laws of Delaware, the United States of America (the Legal Opinion Regarding
Party D attached hereto as Exhibit 4). 


        (2)   Corporate
Authority 


        Party
D has full corporate power and authority to enter into this Agreement and all other agreements, instruments or certificates contemplated herein to which it is party and to
consummate the transactions contemplated herein. The execution, delivery and performance by Party D of this Agreement and all other agreements instruments or certificates contemplated herein to which
it is party have been duly authorized by all requisite corporate actions. This Agreement and all other agreements, instruments or certificates contemplated herein have been duly executed and delivered
by Party D. This Agreement and all other agreements, instruments or certificates contemplated herein constitute a valid and binding obligation of Party D, enforceable in accordance with its terms,
except where such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, or similar laws affecting creditor's rights generally. 


        (3)   No
Violation 


        Party
D is not in violation of or in default in any material respect under any term of its organizational documents, any term or provision of any mortgage, indenture, contract,
agreement, instrument, judgment or decree. The execution, delivery and performance of this Agreement and all other agreement, instruments or certificates have not resulted in and will not result in
any such violation of or conflict with, or constitute a default under any of the foregoing. 


        (4)   Compliance
with Law 


        Party
D is in compliance with all laws and regulations of the United States of America to which it is subject, the violation of which, either individually or in aggregate, would have a
material adverse effect. The execution, delivery or performance of this Agreement and all other agreements, instruments and certificates contemplated herein and the consummation of the transactions
contemplated herein will not cause Party D to be in violation of any laws and regulations of the United States of America. 


        (5)   No
Infringement by Party D's Technology 


        Party
D hereby represents and warrants that the contribution in technologies (as defined in the Technology License and Transfer Agreement "Party D Process") to Party E is owned,
developed by Party D, or has been licensed to Party D, and to Party D's actual knowledge, does not infringe any intellectual property right of any third party. 




        3.5   Representations and Warranties by Party E


        Party
E hereby represents and warrants to the other Parties, as of the Effective Date, the following: 



        (1)   Organization
and Standing 


        Party
E is a company with limited liability duly organized, validly existing and in good standing under the laws of China. 



9





 




        (2)   Corporate
Authority 


        Party
E has full corporate power and authority to enter into this Agreement and all other agreements, instruments or certificates contemplated herein to which it is party, and to
consummate the transactions contemplated herein. The execution, delivery and performance by Party E of this Agreement and all other agreements instruments or certificates contemplated herein to which
it is party have been duly authorized by all requisite corporate actions. This Agreement and all other agreements, instruments or certificates contemplated herein have been duly executed and delivered
by Party E. This Agreement and all other agreements, instruments or certificates contemplated herein constitute a valid and binding obligation of Party E, enforceable in accordance with its terms,
except where such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, and/or similar laws affecting creditor's rights generally. 


        (3)   No
Violation 


        Party
E is not in violation of or in default in any material respect under any term of its organizational documents, any term or provision of any mortgage, indenture, contract,
agreement, instrument, judgment or decree. The execution, delivery and performance of this Agreement and all other agreement, instruments or certificates have not resulted in and will not result in
any such violation of or conflict with, or constitute a default under any of the foregoing. 


        (4)   Compliance
with Law 


        Party
E is in compliance with all laws and regulations of China to which it is subject, the violation of which, either individually or in aggregate, would have a material adverse effect.
The execution, delivery or performance of this Agreement and all other agreements, instruments and certificates contemplated herein and the consummation of the transactions contemplated herein will
not cause Party E to be in violation of any laws and regulations of China. 


        (5)   Paid-Up
Contributions 


        Party
E herby represents and warrants that the registered capital of Party E before entering into this Agreement has been fully paid up by Party A, Party B and Party C evidenced by the
capital verification report that has been issued by a qualified Chinese accountant and attached hereto as Exhibit 5. 


        (6)   Corporate
Procedures and Resolution 



        The
Board of Directors of Party E shall have passed a resolution approving the capital increase and admission of new joint venturer of Party D contemplated in this Agreement in
accordance with the applicable laws and regulations of China. 


        (7)   Disclosure
of Party E Information 


        Party
E hereby represents and warrants that it has fully and accurately disclosed in writing and/or in any other appropriate ways to the other Parties, especially to Party D, all
information with regard to the operation and finance of Party E including but not limited to financial statements, assets (tangible or intangible), land, employee matters, intellectual properties, tax
matters, subsidiaries, liabilities, disputes, litigations, claims, capitalization, environmental matters and any other contingent matters Party E is aware of or should be aware of as of the Effective
Date. Party E further represents and warrants that there are no material facts, liabilities or matters with regard to Party E not disclosed to the other Parties, especially to Party D which might
reasonably affect the willingness of Party D to subscribe the Increased Capital of HHNEC subject to the terms and conditions contained herein or that might be expected to adversely affect the rights
and interests of the other Parties, especially Party D. 



10





 




        (8)   Full
Performance of Obligations 


        Party
E hereby represents and warrants that Party A, Party B and Party C have fully performed and are now performing the obligations set forth in the 1997 JV Contract and 1997 AOA and
their respective amendments. 


        (9)   No
Infringement by Party E's Technology 


        Party
E hereby represents and warrants that to the actual knowledge of Party E, any and all technologies currently owned, developed and used by Party E including but not limited to the
technologies contributed, transferred or licensed by Party A, Party B or Party C (if any) to Party E does not infringe any intellectual property right of any third party. 




        3.6   Survival of Representations and Warranties



        The
Parties acknowledge and agree that all the above representations and warranties made or to be performed by the Parties shall survive the execution and delivery of this Agreement and
the Effective Date. 


ARTICLE 4  


 RESPONSIBILITIES OF THE PARTIES TO PARTY E  


        The Parties excluding Party E hereby agree to fully comply with their respective responsibilities to Party E specified in Article 5 of the New JV Contract,
and further undertake that when either Party performs such responsibilities specified in Article 5 of the New JV Contract to Party E, it shall keep any and all the information disclosed by any
other Parties it may have access to confidential in accordance with Article 29 of the New JV Contract. 


ARTICLE 5  


 AMENDMENT TO 1997 JV CONTRACT AND 1997 AOA, APPROVAL AND REGISTRATION  


        5.1   Amendment to 1997 JV Contract and 1997 AOA


        The
Parties agree that the 1997 JV Contract and 1997 AOA as well as their respective amendments shall be superseded by the New JV Contract and New AOA and accordingly the obligations of
Party A and Party B as set forth in 1997 JV Contract and 1997 AOA and their respective amendments shall be replaced. The New JV Contract and New AOA shall become effective from the Effective Date. 


        5.2   Approval and Registration


        Party
E shall, at its own cost and expense and with the reasonable assistance of the other Parties, be responsible for applying for the approval of this Agreement and any other related
documents by any competent examination and approval authority and registration of the transaction contemplated herein and all the related documents with any administration for industry and commerce
within ten (10) business days after the execution of this Agreement by the Parties. 


ARTICLE 6  


 INDEMNIFICATION  


        Subject to Article 7 below, each Party hereby agrees to defend, indemnify and hold harmless the other Parties and their respective successors, assignees,
and Affiliates from and against any and all actual out of pocket losses, deficiencies, liabilities, damages, assessments, judgments, administrative penalties, awards, reasonable third party costs and
expenses, including but not limited to attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and 


11





 



those
incurred in connection with the enforcement of this provision), caused by, resulting from or arising out of: 



	(i)
	a
breach of any representation or warranty of such Party contained in or made pursuant to this Agreement;



	(ii)
	any
non-fulfillment of any obligation or agreement contained in or made pursuant to this Agreement. 



ARTICLE 7  


 LIMITATION OF LIABILITY  


        EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTIES FOR LOST PROFITS OR FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF, OR CONTRIBUTIONS MADE PURSUANT TO THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM, EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 


ARTICLE 8  


 MISCELLANEOUS  


        8.1   Headings


        The
titles and headings of this Agreement are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of
any provision herein. 


        8.2   Governing Law


        The
formation, validity, interpretation, performance, enforcement, amendment and termination of this Agreement shall be protected and governed by the laws and regulations of China. When
the laws and regulations of China do not regulate a certain matter, the Parties shall consider applying prevailing international legal principles and practices. 


        8.3   Effectiveness and Benefits


        This
Agreement shall become effective commencing from the Effective Date. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective
successors and assignees. 


        8.4   Entire Agreement


        This
Agreement including its Exhibits attached hereto and the New JV Contract, the New AOA and all other agreements, instruments and certificates executed by the Parties, embody the
entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein and shall, upon taking effect, supersede any and all prior agreements, commitments, and
understandings, oral or written, among the Parties with respect to this subject matter. 


        8.5   Counterparts


        This
Agreement may be executed in both Chinese and English simultaneously in sixteen (16) counterparts, each of which shall be deemed as original but all of which together shall
constitute one and the same instrument. Both Chinese and English versions of this Agreement shall be equally authentic and effective. 


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        8.6   Other Matters


        Any
other matters not covered in this Agreement shall be subject to the New JV Contract and New AOA and all other agreements, instruments and certificates executed by the Parties, and
mutual consultations among the Parties. 


        8.7   Taxes


        Party
E will cooperate with Party D in causing the Party E make an Entity Classification Election for United States Income tax purposes only to be treated as a US partnership by filing a
Form 8832 with the Internal Revenue Service of the United States and following the appropriate steps to insure a valid election, provided that this support shall not create any obligation or
liabilities for Party E except for the support itself, nor shall it conflict with any applicable laws and regulations of China. 


        8.8   Effectiveness


        This
Contract/Agreement shall become effective upon the effectiveness of the JOINT VENTURE CONTRACT ON THE ESTABLISHMENT AND OPERATION OF SHANGHAI HUA HONG NEC ELECTRONICS COMPANY,
LIMITED Dated August 30, 2003. 


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        [SIGNING PAGE] 


        IN
WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written. 



Shanghai Hua Hong (Group) Co., Ltd.


By:
/s/  ZHANG WENYI    

Name: Zhang Wenyi

Title: Legal Representative


NEC CORPORATION


By:
/s/  AKINOBU KANASUGI     

Name: Akinobu Kanasugi

Title: Legal Representative



NEC (China) Co., Ltd.


By:
/s/  IWAO SHINOHARA    

Name: Iwao Sinohara

Title: Legal Representative


Shanghai Hua Hong International Inc.


By:
/s/  GU XIAOCHUN     

Name: Gu Xiaochun

Title: Authorized Representative



Newport Fab, LLC d/b/a Jazz Semiconductor


By:
/s/  SHU LI    

Name: Shu Li

Title: President and CEO


Shanghai Hua Hong NEC Electronics Company, Limited


By:
/s/  K. SHIMAKURA     

Name: K. Shimakura

Title: 


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   EXHIBIT 1

CONTRIBUTION SCHEDULE  


1.     Cash Contribution by Party D  



	(1)
	Party
D shall pay up an amount equivalent to fifteen percent (15%) of their respective subscribed cash contributions to the New Registered Capital, within three (3) months
after the issuing date of renewed business license of Party E.



	(2)
	Party
D shall pay up the remaining portion of cash eighty five percent (85%) in installments within two (2) years after the issuing date of renewed business license of Party E. 




2.     Technology Contribution by Party D  


[...***...] 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


15






   EXHIBIT 2

PARTY A'S CAPITAL VERIFICATION REPORT  


        [...***...] 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


16





 
EXHIBIT 3-1

PARTY B1'S CAPITAL VERIFICATION REPORT  


        [...***...] 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


17





 
EXHIBIT 3-2

PARTY B2'S CAPITAL VERIFICATION REPORT  


        [...***...] 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


18





 
EXHIBIT 4

LEGAL OPINION REGARDING PARTY D  


        [...***...] 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


19





 
EXHIBIT 5

PARTY E'S CAPITAL VERIFICATION REPORT  


        [...***...] 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


20









QuickLinks



Exhibit 10.48


AGREEMENT ON CAPITAL INCREASE AND ADMISSION OF NEW JOINT VENTURER OF SHANGHAI HUA HONG NEC ELECTRONICS COMPANY, LIMITED