**Exhibit 10.24**

**EQUITY INTERESTS TRANSFER AGREEMENT**

***by and among***

**CHINA WLCSP LIMITED**

***and***

**INFINITY-CSVC VENTURE CAPITAL ENTERPRISE**

***and***

**OMNIVISIONTRADING (HONG KONG) COMPANY LIMITED**

**APRIL, 6,2007**

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**TABLE OF CONTENTS**
|           |                                                 | **Page** |
|-----------|------------------------------------------------------|----------|
|      |                                                 |     |
|      |                                                 |     |
| SECTION 1 | SALE AND PURCHASE OF TRANSFERRED INTERESTS           | 2        |
|      |                                                 |     |
| 1.1       | Sale and Purchase of Transferred Interests           | 2        |
|      |                                                 |     |
| 1.2       | Closing                                              | 2        |
|      |                                                 |     |
| 1.3       | Registration of the Transfer                         | 2        |
|      |                                                 |     |
| 1.4       | Delivery                                             | 2        |
|      |                                                 |     |
| 1.5       | Further Action                                       | 2        |
|      |                                                 |     |
| SECTION 2 | REPRESENTATIONS AND WARRANTIES OF THE COMPANY        | 2        |
|      |                                                 |     |
| 2.1       | Organization, Good  Standing and Qualification       | 3        |
|      |                                                 |     |
| 2.2       | Capitalization                                       | 4        |
|      |                                                 |     |
| 2.3       | Authorization                                        | 4        |
|      |                                                 |     |
| 2.4       | Governmental Consents                                | 4        |
|      |                                                 |     |
| 2.5       | Financial Statements                                 | 5        |
|      |                                                 |     |
| 2.6       | Contracts                                            | 5        |
|      |                                                 |     |
| 2.7       | Related-Party  Transactions                          | 6        |
|      |                                                 |     |
| 2.8       | Changes                                              | 6        |
|      |                                                 |     |
| 2.9       | Title to Properties and  Assets                      | 7        |
|      |                                                 |     |
| 2.10      | Intellectual Property;  Status of Proprietary Rights | 7        |
|      |                                                 |     |
| 2.11      | Litigation                                           | 8        |
|      |                                                 |     |
| 2.12      | Tax Returns                                          | 8        |
|      |                                                 |     |
| 2.13      | Employees                                            | 8        |
|      |                                                 |     |
| 2.14      | Compliance with Other  Instruments                   | 9        |
|      |                                                 |     |
| 2.15      | Environmental and Safety Laws                        | 9        |
|      |                                                 |     |
| 2.16      | Obligations of Management                            | 9        |
|      |                                                 |     |
| 2.17      | Minute Books                                         | 9        |
|      |                                                 |     |
| 2.18      | Disclosure                                           | 10       |
|      |                                                 |     |
| SECTION 3 | REPRESENTATIONS AND WARRANTIES OF THE SELLER         | 10       |
|      |                                                 |     |
| 3.1       | Title                                                | 10       |
|      |                                                 |     |
| 3.2       | Authority                                            | 10       |
|      |                                                 |     |
| 3.3       | Proceedings                                          | 10       |
|      |                                                 |     |
| SECTION 4 | REPRESENTATIONS AND WARRANTIES OF THE BUYER          | 11       |

** **

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**TABLE OFCONTENTS**

(continued)
|           |                                                | **Page**   |
|-----------|-----------------------------------------------------|------------|
|      |                                                | ** ** |
|      |                                                | ** ** |
| 4.1       | Power and Authority                                 | 11         |   |
|      |                                                |       |   |
| 4.2       | Investment Purpose                                  | 11         |   |
|      |                                                |       |   |
| 4.3       | No Public Market                                    | 11         |   |
|      |                                                |       |   |
| SECTION 5 | CONDITIONS TO THE BUYER’S OBLIGATION TO CLOSE  | 11         |   |
|      |                                                |       |   |
| 5.1       | Representations and Warranties                      | 11         |   |
|      |                                                |       |   |
| 5.2       | Covenants                                           | 11         |   |
|      |                                                |       |   |
| 5.3       | No Material Adverse Effect                          | 11         |   |
|      |                                                |       |   |
| 5.4       | Transaction Documents                               | 11         |   |
|      |                                                |       |   |
| 5.5       | Regulatory Approval                                 | 11         |   |
|      |                                                |       |   |
| 5.6       | Officer’s Certificate from the Seller          | 12         |   |
|      |                                                |       |   |
| 5.7       | Officer’s Certificate from the Company         | 12         |   |
|      |                                                |       |   |
| 5.8       | Corporate Documents                                 | 12         |   |
|      |                                                |       |   |
| 5.9       | Legal Opinion                                       | 12         |   |
|      |                                                |       |   |
| SECTION 6 | CONDITIONS TO THE SELLER’S OBLIGATION TO CLOSE | 12         |   |
|      |                                                |       |   |
| 6.1       | Representations and Warranties                      | 12         |   |
|      |                                                |       |   |
| 6.2       | Transaction Documents                               | 12         |   |
|      |                                                |       |   |
| SECTION 7 | MISCELLANEOUS                                       | 13         |   |
|      |                                                |       |   |
| 7.1       | Governing Law                                       | 13         |   |
|      |                                                |       |   |
| 7.2       | Arbitration                                         | 13         |   |
|      |                                                |       |   |
| 7.3       | Attorney’s Fees                                | 13         |   |
|      |                                                |       |   |
| 7.4       | Survival                                            | 13         |   |
|      |                                                |       |   |
| 7.5       | Indemnification of Buyer                            | 13         |   |
|      |                                                |       |   |
| 7.6       | Entire Agreement                                    | 14         |   |
|      |                                                |       |   |
| 7.7       | Amendment                                           | 14         |   |
|      |                                                |       |   |
| 7.8       | Notices                                             | 14         |   |
|      |                                                |       |   |
| 7.9       | Severability                                        | 16         |   |
|      |                                                |       |   |
| 7.10      | Expenses                                            | 16         |   |
|      |                                                |       |   |
| 7.11      | Counterparts                                        | 16         |   |
|      |                                                |       |   |
| 7.12      | Telecopy Execution and Delivery                     | 16         |   |
|      |                                                |       |   |
| 7.13      | Delays or Omissions                                 | 16         |   |

 

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**TABLE OFCONTENTS**

(continued)
|        |               | **Page**   |
|--------|--------------------|------------|
|   |               | ** ** |
|   |               | ** ** |
| 7.14   | Further Assurances | 17         |   |
|   |               |       |   |
| 7.15   | No Agency          | 17         |   |
|   |               |       |   |
| 7.16   | Confidentiality    | 17         |   |

 

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**EXHIBITS**
| A.     | Amended and Restated Articles of Associations       |
|--------|-----------------------------------------------------|
|   |                                                |
| B.     | Amended and Restated Equity Joint Venture Agreement |
|   |                                                |
| C.     | Disclosure Schedules                                |
|   |                                                |
| D.     | Officer’s Certificate of the Seller            |
|   |                                                |
| E.     | Officer’s Certificate of the  Company          |

 

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**EQUITYINTERESTS TRANSFER AGREEMENT**

This Equity InterestsTransfer Agreement (this “**Agreement**”) ismade as of April 6, 2007 (the “**Effective Date**”),by and among the following entities:

A.            CHINA WLCSP LTD., a Sino-foreign equity joint venture company establishedunder the laws of the People’s Republic of China (the “**PRC**”)(the “**Company**”);

B.            INFINITY-CSVC VENTURE CAPITAL ENTERPRISE, a non-legal-person enterprise formed under thelaws of the PRC (the “**Infinity-CSVC**”or the “**Seller**”); and

C.            OMNIVISION TRADING (HONG KONG) COMPANY LIMITED, a HongKong company (the “**OmniVision**” orthe “**Buyer**”).

Eachof these entities may be referred to hereafter as a “**Party**”and collectively “**Parties**”. All dollars and dollar sign denominationsreferred to hereinafter shall mean US Dollars.

**RECITALS**

A.            WHEREAS,the Company is in thebusiness of designing, manufacturing, packaging and selling certainwafer level CSP products and providing relevant services (the “**Business**”).

B.            WHEREAS, the registered capital of the Company as of the Effective Date isseventeen million and five hundred thousand dollars ($17,500,000), the Seller holds22.86% of the equity interests of the Company.

C.            WHEREAS, Infinity-CSVC desires tosell to OmniVision, and OmniVision desires to purchase from the Seller, certainequity interests of the Company owned by the Seller, pursuant to the terms andconditions set forth in this Agreement (the “**Transfer**”).

D.            WHEREAS, contemporaneous with the Transfer, OmniVisionproposes to acquire additional equity interests of the Company, as itsregistered capital and equity interests shall be increased in accordance with theAmended and Restated Articles of Association (the “**RestatedArticles**”) and the Amended and Restated Joint Venture Agreement (“**Restated JV Agreement**”), from the Company pursuant to anInvestment Agreement by and between the Company and OmniVision (the “**Investment Agreement**” and together with this RestatedJV Agreement and the Restated Articles, the “**TransactionDocuments**”).

**AGREEMENT**

NOW, THEREFORE, in considerationof the mutual promises, covenants and conditions hereinafter set forth, theParties hereto hereby agree as follows:

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**SECTION1SALE AND PURCHASE OF TRANSFERRED INTERESTS**

1.1           Sale and Purchase of TransferredInterests.  Subject to the terms andconditions of this Agreement, the Seller agrees to sell to the Buyer, and theBuyer agrees to purchase from the Seller, as of the Closing, 2,000,000 units (which, as of the Effective Date,amount to approximately 11.43% of the equity interests of Company (the “**Transferred Interests**”), at a price of $2.00 perunit, for an aggregate purchase price of four million dollars($4,000,000) (the “**Purchase Price**”). Assuming the transactions contemplated bythe Investment Agreement are consummated, the Transferred Interests amounts to approximately8.88% of the total equity interests of the Company as of the Investment Closing(defined below) on a fully diluted basis.

1.2           Closing.  The closing of the purchase and sale shalltake place simultaneouswith or immediately prior to the closing of the Investment Agreement accordingto the terms and conditions provided therein (the “**InvestmentClosing**”), as soon as practicable following the satisfaction(or waiver) of each of the conditions set forth in Sections 5 and 6 (the “**Closing**”).

1.3           Registration of the Transfer.  Immediately after the execution hereof and tothe extent available prior to the Closing, Seller shall provide and administer,and to the extent necessary,cause the Company to provide and administer, and the Company hereby agrees toadminister, in a timely manner, all necessary assistance and cooperation inhandling the formalities for examination and approval of the Transfer (as thecase may be) and for change of registration of the Company as specified,including without limitation, signing all necessary legal documents pertinentto the said formalities as required by the competent government agencies.

1.4           Delivery.  At the Closing, the Buyer will pay the Sellerfour million dollars ($4,000,000) by  wiretransfer in accordance with the Seller’s instructions. The Seller will deliverto the Buyer such documents in forms and substances reasonably acceptable tothe Buyer evidencing that the Transfer has been duly registered with theCompany and all necessary government and corporate approvals relating to theTransfer have been obtained.

1.5           Further Action.  If any further action is necessary ordesirable to carry out the purposes of this Agreement, to vest in the Buyer thefull right and title of the Transferred Interests and to ensure that theCompany retains full right, title and possession to any and all assets,property, rights, privileges, powers and franchises of the Company, the Companyand the Seller agree to take all such lawful and necessary actions to attain suchresults.

**SECTION2REPRESENTATIONS AND WARRANTIES OF THE COMPANY**

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TheCompany hereby represents and warrants to the Buyer that the statements in thisSection 2, except as set forth in the Disclosure Schedules (the “**Disclosure Schedules**”) attached to this Agreement as Exhibit C(the contents of which shall also be deemed to be representations andwarranties hereunder), are all true, correct and complete as of the date hereofand as of the Closing.  For purposes ofthis Section 2 and Section 3 below, any reference to a party’s “**knowledge**” means such party’s best knowledge after due anddiligent inquiries of officers, directors, and managerial personnel of suchparty.

2.1          Organization, Good Standing andQualification.  Except as disclosedin Disclosure Schedule 2.1:

2.1.1        The Company is a Sino-foreign equity joint venture company dulyorganized and existing under the laws of the PRC, where failure to be so wouldhave a material adverse effect on its financial condition, business, prospects,properties, assets, liabilities or operations as now conducted orproposed to be conducted (a “**Material Adverse Effect**”). The registered capital of the Company is fullypaid as required in accordance with applicable PRC rules and regulations.  Except as provided in Disclosure Schedule2.1.1 hereof, there are no outstanding rights or commitments made by theCompany or any of its investors or joint venture partners and owners, to issue,purchase or sell any equity interest in the Company.

2.1.2        Except as provided in Disclosure Schedule2.1.2 hereof, neither is the Company, nor any of the Company’sshareholders is a state-owned enterprise as defined in applicable law of thePRC.

2.1.3        The Company has paid all such governmental fees, taxes and stamp dutyrequired to be paid by it under applicable PRC and other laws prior to or uponClosing.

2.1.4        The Company does not maintain any officeor branch except for its offices at Suite 11C, Suchun Industrial Square,No. 428, Xinlong Road, Suzhou Industrial Park, Suzhou, Jiangsu, China.

2.1.5        The constitutional documents of the Company are valid and have been dulyapproved or issued (as applicable) by the appropriate PRC authorities and arein full force.

2.1.6        All consents, approvals, orders, authorizations or registrations,qualifications, designations, declarations or filings with any governmentalauthority (the “**Governmental Authorizations**”),permits or licenses required under PRC laws for the due and properestablishment and operation of the Company as currently operated, or presentlycontemplated to be operated, have been duly obtained from the appropriate PRCauthorities and are in full force and effect.

2.1.7        All filings and registrations with the PRC authorities required inrespect of the Company and its operations, including the registrations with theMinistry of Commerce, the State Administration of Industry and Commerce, theState Administration for Foreign Exchange, Ministry of Information Industry, thetax bureau, the customs authorities, the product registration authorities, thehealth regulatory authorities and the local counterpart of each of the 

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aforementioned governmentalauthorities, as applicable, have been duly completed in accordance with therelevant rules and regulations.

2.1.8        The Company has not received any letter or notice from any relevantauthority notifying it of the revocation of any Governmental Authorization,permit or license issued to it for noncompliance or the need for compliance orremedial actions in respect of the activities carried out directly or indirectlyby the Company.

2.1.9        The Company has been conducting its business activities within thepermitted scope of business or is otherwise operating its business in fullcompliance with all relevant legal requirements, including producing,processing and/or distributing products with all requisite licenses, permitsand approvals granted by competent PRC authorities.

2.1.10      There is no valid reason to believe that any Governmental Authorization,license or permit requisite for the conduct of any part of the Company’sbusiness which is subject to periodic renewal will not be granted or renewed bythe relevant PRC authorities.

2.1.11      All applicable laws and regulations withrespect to the opening and operation of foreign exchange accounts and foreignexchange activities of the Company have been complied with, and all requisiteapprovals from the State Administration of Foreign Exchange in relation theretohave been duly obtained.

2.2          Capitalization.  The amount of total registered capital of thecompany as of the Closing is seventeen million and five hundred thousanddollars ($17,500,000), all of which have been paid in full as certified byqualified public accountants or will be paid in accordance with the contributionschedule set forth in the Restated Articles. Listed in Disclosure Schedule2.2 are the names and ownership interests of each shareholder of theCompany immediately after the Closing and consummation of all othertransactions contemplated by the Investment Agreement.

Exceptas provided in Disclosure Schedule 2.2 hereof, there are nooptions, warrants, conversion rights, preemptive rights, rights of firstrefusal or other rights or agreements (other than as provided under the law andthe Restated Articles), orally or in writing, to purchase or otherwise acquireany of the Company’s equity interests or any securities convertible into orexchangeable for its equity interests.  

2.3          Authorization.  All corporate action on the part of theCompany and its respective officers, directors and shareholders necessary forthe authorization, execution and delivery of each Transaction Document, the performance of their respectiveobligations under each Transaction Document and all other agreements,instruments and documents executed and delivered in connection with thetransactions contemplated hereby, has been taken or will be taken prior to theClosing. The Transaction Documents are valid and binding obligations of theCompany, enforceable in accordance with their respective terms.

2.4          Governmental Consents.  All Governmental Authorizations on the partof the Company required in connection with the consummation of the transactionscontemplated herein have been obtained and are currently effective or will beobtained prior to the Closing.

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2.5          Financial Statements. DisclosureSchedule 2.5 attaches (i) the consolidated balance sheets of the Company asof December 31, 2006, and the consolidated cash flow statements and incomestatements of the Company for the twelve (12) month period then ended and (ii)the consolidated unaudited financial statements of the Company (the balancesheets and income statements) as, at and for [the three (3) month]period ended March 31, 2007 (all such financial statements being collectivelyreferred to herein as the “**Financial Statements**”).  The Financial Statements (a) accord with thebooks and records of the Company, (b) are true, correct and complete andpresent fairly the financial condition and state of affairs of the Company atthe date or dates therein indicated and the results of operations for theperiod or periods therein specified, and (c) have been prepared in accordancewith IAS, PRC GAAP or U.S. GAAP applied on a consistent basis, except, as tothe unaudited financial statements, for the omission of notes thereto andnormal year-end audit adjustments.

### Specifically, but not by way of limitation, the respective balancesheets included in the Financial Statements disclose all of the Company’sdebts, liabilities and obligations of any nature, whether due or to become due,as of their respective dates (including absolute, accrued, and contingentliabilities) to the extent such debts, liabilities and obligations are requiredto be disclosed in accordance with the IAS, PRC GAAP or U.S. GAAP, and theCompany has good and marketable unencumbered title to all assets set forth onthe balance sheets included in the respective Financial Statements, except forsuch assets as have been spent, sold or transferred in the ordinary course ofbusiness since their respective dates.

2.6           Contracts.

2.6.1        Material Contracts and Obligations.  All agreements, contracts,leases, licenses, instruments, commitments (oral or written), indebtedness,liabilities and other obligations to which the Company is a party or by whichit is bound that (i) would have a Material Adverse Effect on the conductand operations of its business and properties; (ii) involve any of theofficers, consultants, directors, employees or shareholders of the Company;(iii) obligate the Company to share, license or develop any product or technology;or (iv) would grant rights to manufacture, produce, assemble, license,market or sell the Company’s products or affect the Company’s exclusive rightto develop, manufacture, assemble, distribute, market or sell its products (collectively, the “**MaterialContracts**”) are listed in Disclosure Schedule 2.6.1 and thecopies of which have been provided to the Buyer.

2.6.2        Validity and Status.  All of the Material Contracts are legallyvalid and binding, in full force and effect, and enforceable in accordance withtheir respective terms against the parties thereto.  There is no existing default or breach by anyparty thereto to the knowledge of Company, and the Company has received nonotice or claim or allegation of default or breach thereof from any partythereto.  The Company does not have anypresent intention to terminate any of the Material Contracts.

2.6.3        Letter of Intent.  The Company has not entered into any letterof intent, memorandum of understanding or other similar document since itsinception (i) with any representative of any corporation or corporationsregarding the merger of the Company with or into any such corporation orcorporations; (ii) with any representative of any corporation,partnership, association or other business entity or any individual regardingthe sale, conveyance 

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or disposition of all or substantially all of theassets of the Company or a transaction or series of related transactions inwhich more than fifty percent (50%) of the equity interest of the Company wouldbe transfered; or (iii) regarding any other form of liquidation,dissolution or winding up of the Company.

2.7          Related-Party Transactions.  No employee, officer, or director orshareholder of the Company (a “**Related Party**”)or member of such Related Party’s immediate family, or any corporation,partnership or other entity in which such Related Party is an officer, directoror partner, or in which such Related Party has significant ownership interestsor otherwise controls, is indebted to the Company, nor is the Company indebted(or committed to make loans or extend or guarantee credit) to any of them.  None of such persons has any direct orindirect ownership interest in any firm or corporation with which the Companyis affiliated or with which the Company has a business relationship, or anyfirm or corporation that competes with the Company, except that employees,officers, or directors of the Company and members of such Related Party’simmediate family may own stock in publicly traded companies that may competewith the Company.  No Related Party ormember of his or her immediate family is directly or indirectly interested inany material contract with the Company.

2.8          Changes.  Since January 1, 2007 there has not been:

2.8.1        Any event that has had or could reasonablybe expected to have a Material Adverse Effect on the Company;

2.8.2        Any resignation or termination of anyexecutive officer, key employee or group of employees of the Company;

2.8.3        Any damage, destruction or loss, whetheror not covered by insurance, with respect to the properties and assets of theCompany;

2.8.4        Any waiver or compromise by the Companyof a valuable right or of a material debt owed to it;

2.8.5        Any loans made by the Company to anystockholder, employee, executive officer or director of the Company, other thanadvances made in the ordinary course of business;

2.8.6        Any material change in any compensationarrangement or agreement with any employee, executive officer, director orstockholder;

2.8.7        Any declaration or payment of any dividendor other distribution of the assets of the Company;

2.8.8        Any debt incurred, assumed or guaranteedby the Company, except those for immaterial amounts and for current liabilitiesincurred in the ordinary course of business;

2.8.9        Any sale, mortgage, pledge, transfer,lease or other assignment of any Intellectual Property (as defined below) ownedby the Company;

2.8.10      Any material change in any MaterialContract;

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2.8.11      Any sale, mortgage, pledge, transfer,lease or other assignment of any of its tangible assets outside of the ordinarycourse of business;

2.8.12      Any capital expenditure in excess of$100,000; or

2.8.13      Any arrangement or commitment by theCompany to do any of the acts described in subsection 2.8.1 through 2.8.11above.

2.9          Title to Properties and Assets.  The Company has good and marketable title toall respective properties and assets reflected on its account books, in eachcase subject to no mortgage, pledge, lien, encumbrance, security interest orcharge of any kind.  With respect to theproperty and assets it leases, the Company and the lessor are in compliancewith such leases and the Company holds valid leasehold interests in such assetsfree of any liens, encumbrances, security interests or claims of any partyother than the lessors of such property and assets.

2.10         Intellectual Property; Status of ProprietaryRights.

2.10.1      The Company owns or possessessufficient legal rights to all patents, trademarks, service marks, trade names,copyrights, trade secrets, licenses (software or otherwise), information,processes and similar proprietary rights (“**Intellectual Property**”)necessary to the business of the Company as presently conducted, the lack ofwhich could reasonably be expected to have a Material Adverse Effect, withoutany conflict with or infringement of the rights of others.  Disclosure Schedule 2.10 contains acomplete list of the Company’s patents, trademarks, copyrights and domain namesand pending patent, trademark and copyright applications.  Except for agreements with its own employeesor consultants, standard end-user license agreements, support/maintenanceagreements and agreements entered in the ordinary course of the Company’sbusiness, there are no outstanding options, licenses or agreements relating tothe Intellectual Property, and the Company is not bound by or a party to anyoptions, licenses or agreements with respect to the Intellectual Property ofany other person or entity.  The Companyhas not received any written communication alleging that the Company has violatedor, by conducting its business as currently conducted, would violate any of theIntellectual Property of any other person or entity, nor is the Company awareof any basis therefor.  The Company isnot obligated to make any payments by way of royalties, fees or otherwise toany owner or licensor of or claimant to any Intellectual Property with respectto the use thereof in connection with the conduct of its business as presentlyconducted. * *There are no agreements,understandings, instruments, contracts, judgments, orders or decrees to whichthe Company is a party or by which it is bound which involve indemnification bythe Company with respect to infringements of Intellectual Property.  The Company has obtainedexecuted employment and consulting agreements containing intellectual propertyrights assignment, noncompetition and confidentiality provisions in the formprovided to the Buyer and its counsel and subject to final approval bythe Buyer in its sole discretion, fromall current and former employees, consultants and contactors of the Company.

2.10.2      No Breach by Employees.  The Company is not aware that any of itsemployees is obligated under any contract or other agreement, or subject to anyjudgment, decree or order of any court or administrative agency, that wouldmaterially interfere with the use of his or her efforts to promote theinterests of the Company or that would conflict with the Company’s 

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business as presently conducted.  Neither the execution nor the delivery ofthis Agreement, nor the carrying on of the Company’s business by the employeesof the Company, nor the conduct of the Company’s business as presentlyconducted, will, to the Company’s knowledge, conflict with or result in abreach of the terms, conditions or provisions of, or constitute a defaultunder, any contract, covenant or instrument under which any of such employeesis now obligated.  The Company does notbelieve it is or will be necessary to use any inventions of any of their employeesmade prior to their employment by the Company.

2.11        Litigation.  There is no action, suit, proceeding, claim,arbitration or investigation (“**Action**”)pending or, to the Company’s knowledge, currently threatened against theCompany, the Company’s activities, properties or assets, or any officer,director or employee of the Company in connection with such officer’s, director’sor employee’s relationship with, or actions taken on behalf of, theCompany.  There is no factual or legalbasis for any such Action that might result, individually or in the aggregate,in any Material Adverse Effect on the Company. The Company is not a party to or subject to the provisions of any order,writ, injunction, judgment or decree of any court or governmental agency or instrumentalityand there is no Action by the Company currently pending or which it intends toinitiate.

2.12        Tax Returns.  The Company has timely filed all taxreturns and reports required to be filed by it with appropriate national andlocal governmental agencies.  Thesereturns and reports are true and correct in all material respects.  All taxes shown to be due and payable on suchreturns and reports, any assessments imposed, and, to the Company’s knowledge,all other taxes due and payable by the Company on or before the Closing havebeen paid or will be paid prior to the time they become delinquent.  The Company has not been advised in writing(i) that any of its returns and reports have been or are being audited asof the date hereof, or (ii) of any deficiency in assessment or proposedjudgment with respect to its taxes.

2.13         Employees

2.13.1      The Company does not maintain or contributeto any welfare funds, social benefits, medical benefits, insurance, retirementbenefits, pensions or any similar plan or agreement (an “**EmployeeBenefit Plan**”) other than the Employee Benefit Plans identified in DisclosureSchedules 2.13.1. To the Company’s knowledge, there are no unfundedobligations of the Company under any welfare funds, social benefits, medicalbenefits, insurance, retirement benefits, pensions or similar program, and anyemployee contributions withheld from payroll have been timely and fullycontributed to the appropriate Employee benefit Plan as required underapplicable law.

2.13.2      Disclosure Schedule 2.13.2 sets forth a list of each contract,commitment, arrangement, or understanding, whether oral or written, relating tothe employment of, or the performance of services by, any employee, consultant,or independent contractor. The Company is not delinquent in payments to any ofits employees for any services performed for it to the date hereof or amountsrequired to be reimbursed to such employees. To the Company’s knowledge, the Company has complied with all applicablePRC employment and labor laws and regulations, including laws and regulationspertaining to terms and conditions of employment, and wages and hours.

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2.13.3      No employee of the Company, nor anyconsultant with whom the Company has contracted, is in violation of any term ofany employment contract, proprietary information agreement or any otheragreement relating to the right of any such individual to be employed by, or tocontract with, the Company because of the nature of the business conducted bythe Company; and to the Company’s knowledge, the continued employment by theCompany of its present employees, and the performance of the Company’scontracts with its independent contractors, will not result in any suchviolation. The Company has not received notice alleging that any such violationhas occurred. No employee of the Company has been granted the right tocontinued employment by the Company or to any material compensation followingtermination of employment with the Company. To the Company’s knowledge, none ofthe officers or key employees, or any group of key employees, intends toterminate his, her or their employment with the Company, nor does the Companyhave a present intention to terminate the employment of any of the foregoingindividuals.

2.14        Compliance with Other Instruments.  The Company is not in, nor will the conductof business of the Company as proposed to be conducted result in, anyviolation, breach or default of any constitutional document of the Company, orin any material respect of any term or provision of any mortgage, indenture,contract, agreement or instrument to which theCompany is a party or by which it may be bound, or of any provision of any judgment, decree, order, statute,rule or regulation applicable to or binding upon the Company.  The execution, delivery and performance ofand compliance with the Transaction Documents and the consummation of thetransactions contemplated hereby will not result in any such violation, breachor default, or be in conflict with or constitute, with or without the passageof time or the giving of notice or both, either a default under any suchconstitutional documents, any such contract, agreement or instrument or aviolation of any statutes, laws, regulations or orders, or an event whichresults in the creation of any lien, charge or encumbrance upon any asset of theCompany. Especially, the Company shall guarantee that the sale of theTransferred Interests pursuant to this Agreement will not affect any of theCompany’s Intellectual Property rights or licenses with respect to CSPtechnology.

2.15        Environmental and Safety Laws.  To the Company’s knowledge, the Company is not in violation ofany applicable statute, law, or regulation relating to the environment oroccupational health and safety, and to its knowledge, no material expendituresare or will be required in order to comply with any such existing statute, law,or regulation.

2.16        Obligations of Management.  Each employee and consultant of the Companyis currently devoting one hundred percent (100%) of his or her working time tothe conduct of the business of the Company. The Company is not aware that any such employee is planning to work lessthan fulltime at the Company in the future. To the knowledge of the Company, no such employee is currently workingfor a competitive enterprise, whether or not such person is or will becompensated by such enterprise.

2.17        Minute Books.  The minute books of the Company madeavailable to the Buyer contain a complete summary of all meetings and actionstaken by directors and shareholders or owners of the Company since its time offormation, and reflect all transactions referred to in such meetings andactions accurately in all material respects.

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2.18        Disclosure.  No representation or warranty by the Companyin this Agreement or in any written statement or certificate furnished or to befurnished to the Buyer pursuant to any Transaction Document contains or willcontain any untrue statement of fact or omits or will omit to state any factrequired to be stated therein or necessary in order to make the statementstherein, in light of the circumstances in which they are made, not misleadingin any way.  The Company has fullyprovided the Buyer with all the information that the Buyer has requested forthe purpose of deciding whether to purchase the Transferred Interests and allinformation that could reasonably be expected to enable the Buyer to make suchdecision.

**SECTION3REPRESENTATIONS AND WARRANTIES OF THE SELLER**

TheSeller hereby represents and warrants to the Buyer that the statements in thisSection 3 are all true, correct and complete as of the date hereof and asof the Closing.

3.1          Title.   The Seller has contributed fully theregistered capital of the Company allotted to it and has the legitimate, full,adequate and marketable title, ownership and power to the TransferredInterests. The Transferred Interests and all other equity interests of theCompany owned by the Seller are free and clear of any liens, pledges,encumbrances, security interests, restrictions on transfer, charges orclaims.  No other person or entity hasany legal or equitable claim to ownership of the Transferred Interests.  In respect of the Transfer, the Company, anyother equity owner of the Company and any person or entity that may hold such aright has waived its right of first refusal with regard to the transfer of theTransferred Interests, and there is no other person entitled to the rights offirst refusal or other preemptive rights of first refusal or other preemptiverights with regard to the Transferred Interests. The Seller is not a party toany option, warrant, purchase right, pledge, or other contract or commitmentthat could require the Seller to sell, transfer, or otherwise dispose of any ofthe Transferred Interests (other than this Agreement).

3.2          Authority.  TheSeller has all requisitelegal capacity to enter into this Agreement and to consummate the transactionscontemplated hereby.  All corporate action on the part of theCompany and its respective officers, directors and shareholders necessary forthe authorization, execution and delivery of each Transaction Document, the performance of their respectiveobligations under each Transaction Document and all other agreements,instruments and documents executed and delivered in connection with thetransactions contemplated hereby, has been taken or will be taken prior to theClosing. The Transaction Documents are valid and binding obligations of theCompany, enforceable in accordance with their respective terms.

3.3           Proceedings.

There are no actions, suits, proceedings or investigations (the “**Proceeding**”) pending, and no person has threatened tocommence any Proceeding, that may have an adverse effect on the ability of theSeller to consummate the Transfer or to perform the covenants or obligationsunder the Agreement. No event has occurred, and no claim, dispute or othercondition or circumstances 

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exists, that likely would directly or indirectly give rise to serve asa basis for the commencement of any such Proceeding.

**SECTION4REPRESENTATIONS AND WARRANTIES OF THE BUYER**

TheBuyer hereby represents and warrants to the Seller as follows:

4.1           Power and Authority.  The Buyer has all requisite power andauthority to execute and deliver the Transaction Documents, to purchase theTransferred Interests and to carry out and perform its obligations under theterms of the Transaction Documents.  Allaction on the part of the Buyer necessary for the authorization, execution,delivery and performance of the Transaction Documents, and the performance ofall of the Buyer’s obligations under the Transaction Documents, has been takenor will be taken prior to the Closing.

4.2           Investment Purpose.  The Buyer represents that the Equity Interests to be received by itwill be acquired for investment for its own account, not as a nominee or agent,and not with a view to the sale or distribution of any part thereof, and thatit has no present intention of selling, granting any participation in orotherwise distributing the same.

4.3           No Public Market.  The Buyer understands that no public market now exists for any of theEquity Interests issued by the Company and that neither the Company northe Seller has made no assurances that a public market will ever existfor the Company’s securities.

**SECTION5CONDITIONS TO THE BUYER’S OBLIGATION TO CLOSE**

TheBuyer’s obligation to purchase the Transferred Interests at a Closing issubject to the fulfillment on or before the Closing of each of the followingconditions unless waived in writing by the Buyer:

5.1           Representations and Warranties.  The representations and warranties made bythe Company and the Seller in Section 2 and Section 3 (as modified by the disclosures on the DisclosureSchedules) shall be true and correct as of the date of such Closing.

5.2           Covenants.  All covenants, agreements and conditionscontained in this Agreement to be performed by the Company and the Seller on orprior to the Closing shall have been performed or complied with.

5.3           No Material Adverse Effect.  No event or events shall have occurredwhich, individually or in the aggregate, have a Material Adverse Effect on theCompany.

5.4           Transaction Documents.  The Company, the Seller and the Buyer shallhave executed and delivered each of the Transaction Documents.

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5.5           Regulatory Approval.  All authorization, approvals and permits ofany governmental authority or regulatory body that are required to be obtainedin connection with the sale of Transferred Interests pursuant to this Agreementshall have been duly obtained and shall be effective as of the Closing.

5.6           Officer’s Certificate from theSeller.  The Seller shall havedelivered to the Buyer an Officer’s Certificate, executed by the [President] of the Seller, dated theClosing Date, in substantially the form attached hereto as Exhibit B, certifying the resolutions approved by the Board ofDirectors of the Seller authorizing the transactions contemplatedhereby.

5.7           Officer’s Certificate from theCompany.  The Company shall havedelivered to the Buyer an Officer’s Certificate, executed by the President ofthe Company, dated the Closing  Date, insubstantially the form attached hereto as Exhibit E, certifying the satisfaction ofthe conditions to closing listed in this Section 5 and the true and correctness of (i) the Restated Articles as ineffect at the time of the Closing , (ii) the Restated JV Agreement as in effectat the time of the Closing , (iii) resolutions approved by the Board ofDirectors of the Company authorizing the transactions contemplated hereby; and(iv) resolutions approved by the shareholders of the Company authorizing thetransactions contemplated hereby and waiving certain rights.

5.8           Corporate Documents  The Company shall have delivered to the Buyer or its counsel copies of allcorporate documents of the Company as the Buyer shall reasonably request.

5.9           Legal Opinion.  The Buyer shall have received opinions, datedas of the Closing, from Fangda Partners, the Seller’s PRC counsel, in suchforms as are acceptable to the Buyer in its sole discretion.

**SECTION6CONDITIONS TO THE SELLER’S OBLIGATION TO CLOSE**

The Seller’s obligationto sell the Transferred Interests at the Closing is subject to the fulfillmenton or before such Closing of the following conditions unless waived by theSeller:

6.1           Representations and Warranties.  The representations and warranties made bythe Buyer in such Closing in Section 4 shall be true and correct when made and shall be true andcorrect as of the date of such Closing.

6.2           Transaction Documents.  The Company, the Seller and the Buyer shallhave executed and delivered each of the Transaction Document.

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**SECTION7MISCELLANEOUS**

7.1           Governing Law.  This Agreement shall be governed by the lawsof the State of New York, U.S.A., without regard to principlesof conflict of laws.

7.2            Arbitration.  If the Parties should have a material disputearising out of or relating to this Agreement,then the Parties will refer the issue (to the exclusion of a court of law) tofinal and binding arbitration in Hong Kong under the UNCITRAL Arbitration Rulesin accordance with the Hong Kong International Arbitration Centre Proceduresfor the Administration of International Arbitration in force at the date ofthis Agreement, and judgment upon the award rendered by the arbitrators may beentered in any court having jurisdiction thereof.  In any arbitration pursuant to thisAgreement, the award or decision shall be rendered by a majority of the membersof a Board of Arbitration (the “**Board of Arbitration**”)consisting of three (3) members, one (1) of whom shall be appointed by eachparty and the third of whom shall be the chairman of the panel and be appointedby mutual agreement of said two (2) party-appointed arbitrators.  In the event of failure of said two (2)arbitrators to agree within thirty (30) days after the commencement of thearbitration proceeding upon the appointment of the third arbitrator to theBoard of Arbitration, the third arbitrator shall be appointed by the Hong LongInternational Arbitration Centre. Nothing set forth above shall be interpretedto prevent the parties from agreeing in writing to submit any dispute to asingle arbitrator in lieu of a three (3) member Board of Arbitration.  Upon the completion of the selection of theBoard of Arbitration (or if the parties agree otherwise in writing, a singlearbitrator), an award or decision shall be rendered within no more thanforty-five (45) days.  Notwithstandingthe foregoing, the request by the parties for preliminary or permanent injunctiverelief, whether prohibitive or mandatory, shall not be subject to arbitrationand may be adjudicated only by the courts of proper jurisdiction.

7.3            Attorney’s Fees.  In the event that any suit or action isinstituted to enforce any provisions in this Agreement, the prevailing Party insuch dispute shall be entitled to recover from the losing Party all fees, costsand expenses of enforcing any right of such prevailing Party under or withrespect to this Agreement, including without limitation, such reasonable feesand expenses of attorneys and accountants, which shall include, withoutlimitation, all fees, costs and expenses of appeals.

7.4            Survival.  The warranties, representations and covenantsof the Company, the Seller and the Buyer contained in this Agreement shallsurvive the execution and delivery of this Agreement and the Closing, and shallin no way be affected by any investigation of the subject matter thereof madeby or on behalf of the Buyer or the Seller.

7.5           Indemnification of Buyer.

7.5.1        The Company hereby agrees to hold harmless and indemnify theBuyer, the Buyer’ direct and indirect subsidiaries, affiliated entities andcorporations (collectively, referred to as the “**BuyerIndemnitees**”) against any and all direct damages, liabilities, losses, reasonable costs and expenses (including attorneys’ fees andexpenses), whether or not arising out of third-party claims, attributable to (i) any material inaccuracy in, or any material breach by 

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the Company of, any representation or warranty or otherstatement expressly containedin this Agreement including theDisclosure Schedules regarding theCompany, or (ii) any material breachof any covenant or agreement expresslycontained in this Agreementincluding the Disclosure Schedules hereto regarding the Company (collectively, the “**IndemnifiableClaims****Against Company**”);*provided*, however, that the Company’s liability to theIndemnifiable Claims Against Company shallnot exceed the Purchase Price.

7.5.2        The Seller hereby agrees to hold harmless and indemnify theBuyer Indemnitees against anyand all direct damages,liabilities, losses, reasonable costsand expenses (including attorneys’ fees and expenses), whether or not arisingout of third-party claims, attributableto (i) any material inaccuracyin, or any material breach bythe Seller of, anyrepresentation or warranty or other statement expressly contained in this Agreement including the Disclosure Schedules regarding the Seller, or (ii) any material breach of any covenant or agreement expressly contained in this Agreement including the Disclosure Scheduleshereto regarding the Seller (collectively,the “**Indemnifiable Claims****Against Seller**”); *provided*, however, that the Seller’s liability to the Indemnifiable Claims Against Seller shall not exceed thePurchase Price.

7.5.3        ******The rights to indemnification setforth in this Section 7.5 are in addition to, and not in limitation of, allrights and remedies to which the Buyer may be entitled. All remedies, eitherunder this Agreement, the Restated Articles, the Restated Joint VentureAgreement, by Law, or otherwise afforded to any party, shall be cumulative andnot alternative.

7.5.4        Notwithstanding the foregoing, thereshall be no liability for any Indemnifiable Claims unless the claim thereforhas been asserted pursuant to Section 7.5 within thirty six (36) months after the Closing.

7.6           Entire Agreement.  This Agreement, including the exhibitsattached hereto, constitute the full and entire understanding and agreementamong the Parties with regard to the subjects hereof and thereof.  No Party shall be liable or bound to anotherParty in any manner with regard to the subjects hereof or thereof by anywarranties, representations or covenants except as specifically set forthherein or therein.

7.7           Amendment.  Except as expressly provided herein, neitherthis Agreement nor any term hereof may be amended, waived, discharged orterminated other than by a written instrument referencing this Agreement andsigned by the Buyer, the Seller and the Company.

7.8           Notices.  All notices and other communications requiredor permitted hereunder shall be in writing and shall be mailed by registered orcertified mail, postage prepaid, sent by facsimile or electronic mail orotherwise delivered by hand or by messenger, addressed as follows:
|        | (a)                                     | if to the Buyer, one copy shall be sent to |
|--------|-----------------------------------------|--------------------------------------------|
|   |                                    |                                       |
|   | OmniVision Trading (Hong Kong) Co. Ltd. |
|   |                                    |                                       |
|   |                                    |                                       |

 

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|        |   | Attn:                                         |   |   |
|--------|--------|-----------------------------------------------|--------|--------|
|   |   | Facsimile:                                    |
|   |   |                                          |
|   |   | With a copy to:                               |
|   |   |                                          |
|   |   | OmniVision  Technologies, Inc.                |
|   |   | 1341 Orleans  Drive                           |
|   |   | Sunnyvale, CA  94089                          |
|   |   | Attn: General  Counsel                        |
|   |   | Facsimile: (408)  542-3006                    |
|   |   |                                          |
|   |   | With a copy to:                               |
|   |   |                                          |
|   |   | Morgan, Lewis  & Bockius, LLP             |
|   |   | 3000 El Camino  Real, Suite 700               |
|   |   | Palo Alto,  California 94306                  |
|   |   | Attn: Lucas  Chang                            |
|   |   | Facsimile: (650)  843-4001                    |
|   |   |                                          |
|   | (b)    | if to the Seller, one copy should be sent to  |
|   |   |                                          |
|   |   | Infinity-CVSC  Venture Capital Enterprise     |
|   |   |                                          |   |
|   |   |                                          |   |
|   |   |                                          |   |
|   |   | Attn:                                         |   |   |
|   |   | Facsimile:                                    |
|   |   |                                          |
|   |   | With a copy to                                |
|   |   |                                          |
|   |   |                                          | .      |
|   |   |                                          |
|   | (c)    | if to the Company, one copy should be sent to |
|   |   |                                          |
|   |   | China WLCSP  Limited                          |
|   |   | Suite 11C,  Suchuan Industrial Square         |
|   |   | No. 428, Xinlong  Road                        |
|   |   | Suzhou  Industrial Park                       |
|   |   | Suzhou, Jiangsu, China 215126                 |
|   |   | Attn: Chief  Executive Officer                |
|   |   | Facsimile:                                    |
|        |        |                                               |        |        |  |  |  |

 

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|        |   | With a copy to |
|--------|--------|----------------|
|   |   |           |
|   |   |           | . |

 

Each such notice or other communication shall for allpurposes of this Agreement be treated as effective or having been given whendelivered if delivered personally, or, if sent by mail, at the earlier of itsreceipt or 72 hours after the same has been deposited in a regularly maintainedreceptacle for the deposit of the United States mail or the China mail orinternationally recognized next-day delivery services courier, addressedand mailed as aforesaid or, if sent by facsimile, upon confirmation offacsimile transfer or, if sent by electronic mail, upon confirmation ofdelivery when directed to the electronic mail address of the recipient.

7.9           Severability.  If any provision of this Agreement becomes oris declared by a court of competent jurisdiction to be illegal, unenforceableor void, portions of such provision, or such provision in its entirety, to theextent necessary, shall be severed from this Agreement, and such court willreplace such illegal, void or unenforceable provision of this Agreement with avalid and enforceable provision that will achieve, to the extent possible, thesame economic, business and other purposes of the illegal, void orunenforceable provision.  The balance ofthis Agreement shall be enforceable in accordance with its terms.

7.10         Expenses.  The Buyer, the Seller and the Company shalleach pay their own expenses in connection with the transactions contemplated bythis Agreement.   

7.11         Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be enforceable against the partiesactually executing such counterparts, and all of which together shallconstitute one instrument.

7.12         Telecopy Execution and Delivery.  A facsimile, telecopy or other reproductionof this Agreement may be executed by one or all Parties hereto and delivered bysuch Party by facsimile or any similar electronic transmission device pursuantto which the signature of or on behalf of such Party can be seen.  Such execution and delivery shall be consideredvalid, binding and effective for all purposes. At the request of anyParty hereto, all Partieshereto agree to execute and deliver an original of this Agreement as well asany facsimile, telecopy or other reproduction hereof.

7.13         Delays or Omissions.  Except as expressly provided herein, no delayor omission to exercise any right, power or remedy accruing to any Party tothis Agreement upon any breach or default of another Party under this Agreementshall impair any such right, power or remedy of such non-defaultingParty, nor shall it be construed to be a waiver of any such breach or default,or an acquiescence therein, or of or in any similar breach or defaultthereafter occurring, nor shall any waiver of any single breach or default bedeemed a waiver of any other breach or default theretofore or thereafteroccurring.  Any waiver, permit, consentor approval of any kind or character on the part of any Party of any breach or default under this Agreement, or anywaiver on the part of any Partyof any provisions or conditions of this Agreement, must be in writing and shallbe effective only to the extent specifically set forth in such writing.  All 

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remedies, either under this Agreement or by law orotherwise afforded to anyParty to this Agreement, shall be cumulative and not alternative.

7.14         Further Assurances.  Each Party hereto agrees to execute anddeliver, by the proper exercise of its corporate or other powers, all suchother and additional instruments and documents and do all such other acts andthings as may be necessary to more fully effectuate this Agreement.

7.15         No Agency.  ThisAgreement shall not constitute an appointment of any Party as the legalrepresentative or agent of any other party, nor shall any party have any rightor authority to assume, create or incur in any manner any obligation or otherliability of any kind, express or implied, against, in the name or on behalfof, any other party.  Nothing herein orin the transactions contemplated by this Agreement shall be construed as, ordeemed to be, the formation of a partnership by or among the parties.

7.16         Confidentiality.  The Parties agree that they shall notdisclosure, divulge or communicate to any other party, the existence andcontents of this Agreement, the Investment Agreement, or any correspondence, material, know-how,and other information acquired in connection with the transaction contemplatedherein, and shall take and maintain such information under strict securityprecautions to prevent any disclosure. Neither party shall issue any public statement or release concerning anysuch information, without the other party’s prior written approval of thesubstance and form of any such statement or release, unless required by the applicable laws, regulations or stock exchange rules.  Notwithstanding the above, the Parties shallbe entitled to disclose such information (a) to their interest-owners,shareholders, directors and officers and their respective professionaladvisers; (b) in connection with a merger, acquisition or proposed merger oracquisition, and (c) as required by applicable law, including withoutlimitation applicable securities laws and regulations of the United States andthe PRC.

[THE REMAINDER OFTHIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the date setforth in the first paragraph hereof.
|            | **“SELLER”**                       |
|------------|----------------------------------------------|
| ** ** | ** **                                   |
| ** ** | **Infinity-CSVC Venture Capital Enterprise** |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
|       | By:                                          | /s/ Xianghong Lin /s/Amir Gal-or |
|       | Name:                                        | Xianghong Lin, Amir Gal-or |
|       | Title:                                       | President |
|       |                                         |
|       |                                         |
|       |                                         |
|       |                                         |
| ** ** | **“COMPANY”**                      |
| ** ** | ** **                                   |
| ** ** | **China  WLCSP L****td**                     |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
|       | By:                                          | /s/ Wei Wang |
|       | Name:                                        | Wei Wang |
|       | Title:                                       | Chief Executive  Officer  and President |
|       |                                         |
|       |                                         |
|       |                                         |
|       |                                         |
| ** ** | **“BUYER”**                        |
| ** ** | ** **                                   |
| ** ** | **OmniVision Trading (Hong Kong)**           |
| ** ** | **Company Ltd.**                             |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
|       | By:                                          | /s/ Shaw Hong |
|       | Name:                                        | Shaw Hong |
|       | Title:                                       | Chief Executive  Officer,  President and Director  (Principal Executive Officer) |
|            |                                              |  |  |  |

 

**(Signature Page to Equity Interests Transfer Agreement)**

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**EXHIBIT A**

**AMENDEDAND RESTATED ARTICLES OF ASSOCIATION**

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**EXHIBIT B**

**AMENDEDAND RESTATED EQUITY JOINT VENTURE AGREEMENT**

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**EXHIBIT C**

**DISCLOSURESCHEDULES**

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**EXHIBIT D**

**INFINITY-CSVCVENTURE CAPITAL ENTERPRISE**

**OFFICER’S CERTIFICATE**

Pursuant to Section 5.6 of the Agreement, dated [             ],2007, by and among China WLCSP Limited, Infinity-CSVC Venture CapitalEnterprise and OmniVision Trading (Hong Kong) Company Limited, (the****“**Agreement**”),the undersigned certifies on behalf of the Seller as follows:

1.             He is the [President] of the Seller.

2.             The Seller hasperformed or complied with all covenants, agreements and conditions containedin the Agreement to be performed by the Seller on or prior to the Closing; andexcept as set forth in or modified by the Disclosure Schedules, therepresentations and warranties of the Seller set forth in Section 3 of the Agreement are true andcorrect as of the date hereof.

3.             Attached hereto as Annex I is a true and correctcopy of certain resolutions duly adopted by the [Board of Directors] ofthe Seller on [             ],2007 authorizing the transactions contemplated by the Agreement.  Such resolutionshave not been amended, modified or rescinded since their adoption and remain infull force and effect as of the date hereof.

Capitalized terms usedbut not defined herein have the meanings ascribed to them in the Agreement.

IN WITNESS WHEREOF, theundersigned has executed this certificate as of [             ],2007.
| ** ** | **Infinity-CSVC Venture Capital  Enterprise**              |
|------------|------------------------------------------------------------|
|       |                                                       |
|       |                                                       |
|       |                                                       |
|       | /s/Xianghong Lin       /s/ Amir Gal-or |
|       | [President]                                                |

 

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**EXHIBIT **E

**CHINAWLCSP LIMITED**

**OFFICER’S CERTIFICATE**

Pursuant to Section 5.7 of the Agreement, dated [             ],2007, by and among China WLCSP Limited, Infinity-CSVC Venture CapitalEnterprise and OmniVision Trading (Hong Kong) Company Limited (the****“**Agreement**”),the undersigned certifies on behalf of the Company as follows:

1.             He is the President and Chief Executive Officer of theCompany;

2.             The Company hasperformed or complied with all covenants, agreements and conditions containedin the Agreement to be performed by the Company on or prior to the Closing; andexcept as set forth in or modified by the Disclosure Schedules, therepresentations and warranties of the Company set forth in Section 2 ofthe Agreement are true and correct as of the date hereof.

3.             Attached hereto as Appendix I is a true and correct copy ofthe Restated Articles in effectas of the date hereof, and no action has been taken by the Company to effect orauthorize any amendment or other modification to such Articles.

4.             Attached hereto as Appendix II is a true and correct copy ofthe Restated JV Agreement ineffect as of the date hereof, and no action has been taken by the Company toeffect or authorize any amendment or other modification to such Agreement.

5.             Attached hereto as Appendix III is a true and correct copy ofcertain resolutions duly adopted by the Board of Directors of the Company on [             ],2007 authorizing the transactions contemplated by the Agreement.  Such resolutions have not been amended,modified or rescinded since their adoption and remain in full force and effectas of the date hereof.

6.             Attached hereto as Appendix IV is a true and correct copy ofcertain resolutions duly adopted by the shareholders of the Company on [             ],2007 authorizing the transactions contemplated by the Agreement and waivingcertain rights.  Such resolutions havenot been amended, modified or rescinded since their adoption and remain in fullforce and effect as of the date hereof.

Capitalized terms usedbut not defined herein have the meanings ascribed to them in the Agreement.

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IN WITNESS WHEREOF, theundersigned has executed this certificate as of [             ],2007.
|        | **China WLCSP L****td** |
|--------|-------------------------|
|   |                    |
|   | /s/ Wei Wang            |
|   |                    |
|   | President and CEO       |

 

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