**Exhibit 10.23**

 

 

**CHINA WLCSP LIMITED**

 

 

 

 

**INVESTMENT AGREEMENT**

** **

**April 6, 2007**

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**TABLEOF CONTENTS**
|                                                                         | ** ** | ** ** | ** ** | **Page**                                            |
|-------------------------------------------------------------------------|------------|------------|------------|-----------------------------------------------------|
| ** **                                                              | ** ** | ** ** | ** ** | ** **                                          |
| **SECTION 1 Purchase and Sale of Equity Interests**                     | ** ** | 2          |
| ** **                                                              | ** ** | ** ** |
|                                                                    |       | 1.1        |       | Purchase and Sale of Equity Interests               |   | 2 |
|                                                                    |       | 1.2        |       | Registration of the Equity Interests                |   | 2 |
|                                                                    |       | 1.3        |       | Closing                                             |   | 2 |
|                                                                    |       | 1.4        |       | Delivery                                            |   | 3 |
|                                                                    |       |       |       |                                                |   |   |
| **SECTION 2 Representations, Warranties and  Covenants of the Company** |       | 3          |
|                                                                    |       |       |       |                                                |   |   |
|                                                                    |       | 2.1        |       | Organization, Good Standing and Qualification       |   | 3 |
|                                                                    |       | 2.2        |       | Capitalization                                      |   | 5 |
|                                                                    |       | 2.3        |       | Authorization                                       |   | 5 |
|                                                                    |       | 2.4        |       | Governmental Consents                               |   | 5 |
|                                                                    |       | 2.5        |       | Financial Statements                                |   | 5 |
|                                                                    |       | 2.6        |       | Contracts                                           |   | 6 |
|                                                                    |       | 2.7        |       | Related-Party Transactions                          |   | 6 |
|                                                                    |       | 2.8        |       | Changes                                             |   | 7 |
|                                                                    |       | 2.9        |       | Title to Properties and Assets                      |   | 8 |
|                                                                    |       | 2.10       |       | Intellectual Property; Status of Proprietary Rights |   | 8 |
|                                                                    |       | 2.11       |       | Litigation                                          |   | 9 |
|                                                                    |       | 2.12       |       | Tax Returns                                         |   | 9 |
|                                                                    |       | 2.13       |       | Employees                                           |   | 9 |
|                                                                    |       | 2.14       |       | Compliance with Other Instruments                   |   | 10 |
|                                                                    |       | 2.15       |       | Environmental and Safety Laws                       |   | 11 |
|                                                                    |       | 2.16       |       | Obligations of Management                           |   | 11 |
|                                                                    |       | 2.17       |       | Use of Proceeds                                     |   | 11 |
|                                                                    |       | 2.18       |       | Minute Books                                        |   | 11 |
|                                                                    |       | 2.19       |       | Disclosure                                          |   | 11 |
|                                                                    |       |       |       |                                                |   |   |
| **SECTION 3 Representations and Warranties of the  Investor**           |       | 11         |
|                                                                    |       |       |       |                                                |   |   |
|                                                                    |       | 3.1        |       | Authorization                                       |   | 12 |
|                                                                    |       | 3.2        |       | Investment Purpose                                  |   | 12 |
|                                                                    |       | 3.3        |       | No Public Market                                    |   | 12 |
|                                                                    |       |       |       |                                                |   |   |
| **SECTION 4 Conditions to Investor’s Obligations  to Close**       |       | 12         |
|                                                                    |       |       |       |                                                |   |   |
|                                                                    |       | 4.1        |       | Representations and Warranties                      |   | 12 |
|                                                                         |            |            |            |                                                     |  |  |  |

 

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**TABLEOF CONTENTS**

**(continued)**

** **
|                                                                 |   |   |   |                                                        |   | **Page** |
|-----------------------------------------------------------------|--------|--------|--------|-------------------------------------------------------------|--------|----------|
|                                                            |   |   |   |                                                        |   |     |
|                                                            |   | 4.2    |   | Covenants                                                   |   | 12       |
|                                                            |   | 4.3    |   | No Material Adverse Effect                                  |   | 12       |
|                                                            |   | 4.4    |   | Transaction Documents                                       |   | 12       |
|                                                            |   | 4.5    |   | Regulatory Approval                                         |   | 13       |
|                                                            |   | 4.6    |   | Officer’s Certificate                                  |   | 13       |
|                                                            |   | 4.7    |   | Corporate Documents                                         |   | 13       |
|                                                            |   | 4.8    |   | Board of Directors                                          |   | 13       |
|                                                            |   | 4.9    |   | Indemnification Agreements                                  |   | 13       |
|                                                            |   | 4.10   |   | Employment Arrangements                                     |   | 13       |
|                                                            |   | 4.11   |   | Proprietary Information and Invention Assignment  Agreement |   | 13       |
|                                                            |   | 4.12   |   | Service Agreement                                           |   | 13       |
|                                                            |   | 4.13   |   | Legal Opinion                                               |   | 14       |
|                                                            |   |   |   |                                                        |   |     |
| **SECTION 5 Conditions to Company’s Obligation to  Close** |   | 14     |
|                                                            |   |   |   |                                                        |   |     |
|                                                            |   | 5.1    |   | Representations and Warranties                              |   | 14       |
|                                                            |   | 5.2    |   | Transaction Documents                                       |   | 14       |
|                                                            |   |   |   |                                                        |   |     |
| **SECTION 6 Miscellaneous**                                     |   | 14     |
|                                                            |   |   |   |                                                        |   |     |
|                                                            |   | 6.1    |   | Governing Law                                               |   | 14       |
|                                                            |   | 6.2    |   | Arbitration                                                 |   | 14       |
|                                                            |   | 6.3    |   | Attorney Fees                                               |   | 15       |
|                                                            |   | 6.4    |   | Survival                                                    |   | 15       |
|                                                            |   | 6.5    |   | Indemnification of Investor                                 |   | 15       |
|                                                            |   | 6.6    |   | Entire Agreement                                            |   | 15       |
|                                                            |   | 6.7    |   | Amendment                                                   |   | 16       |
|                                                            |   | 6.8    |   | Notices                                                     |   | 16       |
|                                                            |   | 6.9    |   | Severability                                                |   | 17       |
|                                                            |   | 6.10   |   | Expenses                                                    |   | 17       |
|                                                            |   | 6.11   |   | Counterparts                                                |   | 17       |
|                                                            |   | 6.12   |   | Telecopy Execution and Delivery                             |   | 18       |
|                                                            |   | 6.13   |   | Successors and Assigns                                      |   | 18       |
|                                                            |   | 6.14   |   | Delays or Omissions                                         |   | 18       |
|                                                            |   | 6.15   |   | Further Assurances                                          |   | 18       |
|                                                            |   | 6.16   |   | Obligation of Company                                       |   | 18       |
|                                                            |   | 6.17   |   | No Agency                                                   |   | 19       |
|                                                            |   | 6.18   |   | Confidentiality                                             |   | 19       |

 

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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

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**CHINAWLCSP LIMITED**

**INVESTMENT AGREEMENT**

This InvestmentAgreement (the “**Agreement**”) is made as of April 6,2007, by and between the following entities:

A.            CHINA WLCSP LIMITED, a Sino-foreignequity joint venture company established under the laws of the People’sRepublic of China (the “**PRC**”) whoseregistered address is [Suite 11C, Suchun Industrial Square, No. 428, XinlongRoad, Suzhou Industrial Park, Suzhou, Jiangsu, China  (the “**Company**”); and

B.            OMNIVISION TRADING (HONG KONG)COMPANY LIMITED, a Hong Kong corporation (the “**Investor**”or “**OmniVision**”).

Each of theseentities may be referred to hereafter as a “**Party**”and collectively as “**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 certain wafer levelCSP products and providing relevant services (the “**Business**”).

B.            WHEREAS, China-Singapore SuzhouIndustrial Park Ventures Co., Ltd (“**CSVC**”),Infinity-CSVC Venture Capital Enterprise (“**Infinity-CSVC**”)and Shellcase Ltd. (“**Shellcase**”) arecurrently the sole shareholders of the Company. Further, immediately prior tothe closing of this Agreement, Shellcase has converted its five-million-dollar($5,000,000) convertible loan into equity interests of the Company at apredetermined conversion price pursuant to that certain Convertible LoanAgreement, and CSVC contemplates to exercise that certain warrant to investthree-million-dollar ($3,000,000) in the Company.

C.            WHEREAS, the Company and OmniVisionhave or will have entered into a service agreement (the “**ServiceAgreement**”), pursuant to which the Company would provide certainservices to OmniVision.

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D.            WHEREAS, OmniVision wishes toacquire certain equity interests of the Company from Infinity-CSVC pursuant tothat certain Equity Interests Transfer Agreement to be executed immediatelyprior to or simultaneously with this Agreement by and between OmniVision andInfinity-CSVC (the “**Transfer Agreement**”).

E.             WHEREAS, OmniVision wishes toacquire certain equity interests of the Company from the Company pursuant tothe terms and conditions set forth in this Agreement.

**AGREEMENT**

NOW, THEREFORE, inconsideration of the mutual promises, covenants and conditions hereinafter setforth, the Parties hereto agree as follows:

# **SECTION 1Purchase and Sale of Equity Interests**

1.1           Purchase and Sale of EquityInterests.  Subject to the terms andconditions of this Agreement, the Investor agrees to purchase, and the Companyagrees to sell to the Investor, an aggregate 2,500,000 units (equal toapproximately 11.36% on a fully diluted basis, assuming all transactionscontemplated herein are consummated) of the equity interests of the Company asof the Closing (the “**Equity Interests**”)at a purchase price of $2.00 per unit. The Investor shall pay the Company incash or cash equivalent a total of five million dollars ($5,000,000) asconsideration for the Equity Interests.

1.2           Registration of the EquityInterests.  Immediately after theexecution hereof, the Company shall promptly take, all such lawful andnecessary actions in handling the formalities for examination and approval ofthe Equity Interests hereunder (including without limitation any necessaryfilings with the competent registration authority), including withoutlimitation, signing all necessary legal documents pertinent to the saidformalities as required by the competent government agencies.  Without limiting the generality of theforegoing, the Company shall cause effective as soon as practicable the Amendedand Restated Articles of Association in substantially the form attached heretoas Exhibit A (the “**Restated Articles**”),and the Amended and Restated Equity Joint Venture Agreement in substantiallythe form attached hereto as Exhibit B (the “**Restated JVAgreement**,” and together with this Agreement and the RestatedArticles, the “**Transaction Documents**”).

1.3           Closing.  The closing of the purchase and sale shalltake place at such place as the Parties shall agree or at the offices ofMorgan, Lewis & Bockius LLP, 2 Palo Alto Square, 3000 El Camino Real, Suite700, Palo Alto, California 94306, as soon as practicable following thesatisfaction (or waiver) of each of the conditions set forth in Sections 4 and5 (the “**Closing**”).

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1.4           Delivery.  At the Closing, the Investor will pay theCompany five million dollars ($5,000,000) by  wire transfer in accordance with the Company’sinstructions;******the Company will deliver tothe Investor one or more certificates registered in the Investor’s name representingthe amount of equity interests that the Investor is purchasing, and such otherdocuments in form and substance reasonably acceptable to the Investorevidencing that the Equity Interests has been duly registered with thecompetent registration authority of the Company and that all approvals relatingto the Company registration have been obtained.

# **SECTION 2Representations, Warranties and Covenants of the Company**

The Companyrepresents and warrants to the Investor that the statements in this Section 2,except as set forth in the Disclosure Schedules (the “**DisclosureSchedules**”) attached to this Agreement as Exhibit C (thecontents of which shall also be deemed to be representations and warrantieshereunder), are all true, correct and complete as of the date hereof and as ofthe Closing.  For purposes of thisSection 2, any reference to a party’s “**knowledge**”means such party’s best knowledge after due and diligent inquiries of officers,directors, and managerial personnel of such party***.***

## 2.1         Organization, Good Standing andQualification

Except asdisclosed in Disclosure Schedule 2.1:

### (a)           The Company is aSino-foreign equity joint venture company duly organized and existing under thelaws of the PRC, where failure to be so would have a material adverse effect onits financial condition, business, prospects, properties, assets, liabilitiesor operations as now conducted or proposed 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(a) 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.

### (b)           Except as provided in Disclosure Schedule2.1(b), neither is the Company nor any of its shareholders is astate-owned enterprise as defined in applicable law of the PRC.

### (c)           The Company has paid all suchgovernmental fees, taxes and stamp duty required to be paid by it underapplicable PRC and other laws prior to or upon Closing.

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### (d)           The Company does notmaintain any office or branch except for its offices at Suite 11C, SuchunIndustrial Square, No. 428, Xinlong Road, Suzhou Industrial Park, Suzhou,Jiangsu, China.

### (e)           The constitutionaldocuments of the Company are valid and have been duly approved or issued (asapplicable) by the appropriate PRC authorities and are in full force.

### (f)            All consents,approvals, orders, authorizations or registrations, qualifications,designations, declarations or filings with any governmental authority (the “**Governmental Authorizations**”), permits orlicenses required under PRC laws for the due and proper establishment andoperation of the Company as currently operated, or presently contemplated to beoperated, have been duly obtained from the appropriate PRC authorities and arein full force and effect.

### (g)           All filings andregistrations with the PRC authorities required in respect of the Company andits operations, including the registrations with the Ministry of Commerce, theState Administration of Industry and Commerce, the State Administration forForeign Exchange, Ministry of Information Industry, the tax bureau, the customsauthorities, the product registration authorities, the health regulatoryauthorities and the local counterpart of each of the aforementionedgovernmental authorities, as applicable, have been duly completed in accordancewith the relevant rules and regulations.

### (h)           The Company has notreceived any letter or notice from any relevant authority notifying it of therevocation of any Governmental Authorization, permit or license issued to it fornoncompliance or the need for compliance or remedial actions in respect of theactivities carried out directly or indirectly by the Company.

### (i)            The Company hasbeen conducting its business activities within the permitted scope of businessor is otherwise operating its business in full compliance with all relevantlegal requirements, including producing, processing and/or distributingproducts with all requisite licenses, permits and approvals granted bycompetent PRC authorities.

### (j)            There is no validreason to believe that any Governmental Authorization, license or permit requisitefor the conduct of any part of the Company’s business which is subject toperiodic renewal will not be granted or renewed by the relevant PRCauthorities.

### (k)           All applicable lawsand regulations with respect to the opening and operation of foreign exchangeaccounts and foreign exchange activities of the Company have been compliedwith, and all requisite approvals from the State Administration of ForeignExchange in relation thereto have been duly obtained.

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2.2           Capitalization.  The total registered capital of the Companyas of the Closing is twenty-two million five hundred twenty five thousanddollars ($22,525,000), with each dollar representative of one unit of equityinterest of the Company, all of which have been paid in full as certified byqualified public accountants or will be paid in accordance with thecontribution schedule set forth in the Restated Articles. Listed in DisclosureSchedule 2.2 are the names and ownership interests of each shareholder ofthe Company immediately after the Closing and consummation of all othertransactions contemplated herein.

Except the Company’sshareholders’ first refusal rights with regard to the transaction contemplatedin this Agreement, there are no options, warrants, conversion rights,preemptive rights, rights of first refusal or other rights or agreements (otherthan as provided under the law and the Restated Articles), orally or inwriting, to purchase or otherwise acquire any of the Company’s equity interestsor any securities convertible into or exchangeable for its equityinterests.  The Company has obtained thewaivers of the first refusal rights from its shareholders with regard to thetransaction contemplated in this Agreement.

2.3           Authorization.  All corporate action on the part of theCompany and their respective officers, directors and shareholders necessary forthe authorization, execution and delivery of each Transaction Document, theperformance of their respective obligations under each Transaction Document andall other agreements, instruments and documents executed and delivered inconnection with the transactions contemplated hereby, has been taken or will betaken prior to the Closing. The Transaction Documents are valid and bindingobligations of the Company, enforceable in accordance with their respectiveterms.

2.4           Governmental Consents.  AllGovernmental Authorizations on the part of the Company required in connectionwith the consummation of the transactions contemplated herein have beenobtained and are currently effective or will be obtained prior to the Closing.

2.5           Financial Statements.          Disclosure Schedule 2.5attaches (i) the consolidated audited balance sheets of the Company as ofDecember 31, 2006, and the consolidated audited 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.

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Specifically, butnot by way of limitation, the respective balance sheets included in theFinancial Statements disclose all of the Company’s debts, liabilities andobligations of any nature, whether due or to become due, as of their respectivedates (including absolute, accrued, and contingent liabilities) to the extentsuch debts, liabilities and obligations are required to be disclosed inaccordance with the IAS, PRC GAAP or U.S. GAAP, and the Company has good andmarketable unencumbered title to all assets set forth on the balance sheetsincluded in the respective Financial Statements, except for such assets as havebeen spent, sold or transferred in the ordinary course of business since theirrespective dates.

## 2.6         Contracts.

### (a)           Material Contracts and Obligations.  Allagreements, contracts, leases, licenses, instruments, commitments (oralor written), indebtedness, liabilities and other obligations to which theCompany is a party or by which it is bound that (i) would have a MaterialAdverse Effect on the conduct and operations of its business and properties;(ii) involve any of the officers, consultants, directors, employees orshareholders of the Company; (iii) obligate the Company to share, licenseor develop any product or technology; or (iv) would grant rights tomanufacture, produce, assemble, license, market or sell the Company’s productsor affect the Company’s exclusive right to develop, manufacture, assemble,distribute, market or sell its products (collectively, the “**Material Contracts**”) are listed in DisclosureSchedule 2.6(a) and the copies of which have been provided to the Investor.

### (b)           Validity andStatus.  All of the MaterialContracts are legally valid and binding, in full force and effect, andenforceable in accordance with their respective terms against the partiesthereto.  There is no existing default orbreach by any party thereto to the knowledge of Company and the Company hasreceived no notice or claim or allegation of default or breach thereof from anyparty thereto.  The Company does not haveany present intention to terminate any of the Material Contracts.

### (c)           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 or disposition of all or substantially all of the assetsof the Company or a transaction or series of related transactions in which morethan fifty percent (50%) of the equity interest of the Company would betransfered; or (iii) regarding any other form of liquidation, dissolutionor winding up of the Company.

2.7           Related-Party Transactions. No employee, officer, or director or shareholder of the Company (a “**Related Party**”) or member of such Related Party’s immediatefamily, or any

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corporation, partnership or other entity in which suchRelated Party is an officer, director or partner, or in which such RelatedParty has significant ownership interests or otherwise controls, is indebted tothe Company, nor is the Company indebted (or committed to make loans or extendor guarantee credit) to any of them. None of such persons has any direct or indirect ownership interest inany firm or corporation with which the Company is affiliated or with which theCompany has a business relationship, or any firm or corporation that competeswith the Company, except that employees, officers, or directors of the Companyand members of such Related Party’s immediate family may own stock in publiclytraded companies that may compete with the Company.  No Related Party or member of his or herimmediate family is directly or indirectly interested in any material contractwith the Company.

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

### (a)           Any event that hashad or could reasonably be expected to have a Material Adverse Effect on theCompany;

### (b)           Any resignation ortermination of any executive officer, key employee or group of employees of theCompany;

### (c)           Any damage,destruction or loss, whether or not covered by insurance, with respect to theproperties and assets of the Company;

### (d)           Any waiver orcompromise by the Company of a valuable right or of a material debt owed to it;

### (e)           Any loans made bythe Company to any stockholder, employee, executive officer or director of theCompany, other than advances made in the ordinary course of business;

### (f)            Any material changein any compensation arrangement or agreement with any employee, executiveofficer, director or stockholder;

### (g)           Any declaration orpayment of any dividend or other distribution of the assets of the Company;

### (h)           Any debt incurred,assumed or guaranteed by the Company, except those for immaterial amounts andfor current liabilities incurred in the ordinary course of business;

### (i)            Any sale, mortgage,pledge, transfer, lease or other assignment of any Intellectual Property (asdefined below) owned by the Company;

### (j)            Any material changein any Material Contract;

** **

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### (k)           Any sale, mortgage,pledge, transfer, lease or other assignment of any of its tangible assetsoutside of the ordinary course of business;

### (l)            Any capitalexpenditure in excess of $100,000; or

### (m)          Any arrangement orcommitment by the Company to do any of the acts described in subsection 2.8(a)through 2.8 (k) above.

## 2.9           Titleto Properties and Assets.  TheCompany has good and marketable title to all respective properties and assetsreflected on its account books, in each case subject to no mortgage, pledge,lien, encumbrance, security interest or charge of any kind.  With respect to the property and assets itleases, the Company and the lessor are in compliance with such leases and theCompany holds valid leasehold interests in such assets free of any liens,encumbrances, security interests or claims of any party other than the lessorsof such property and assets.

## 2.10         IntellectualProperty; Status of Proprietary Rights.

### (a)           The Company owns orpossesses sufficient 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 thebusiness of the Company as presently conducted, the lack of which couldreasonably be expected to have a Material Adverse Effect, without any conflictwith or infringement of the rights of others. Disclosure Schedule 2.10 contains a complete list of the Company’spatents, trademarks, copyrights and domain names and pending patent, trademarkand copyright applications.  Except foragreements with its own employees or consultants, standard end-userlicense agreements, support/maintenance agreements and agreements entered inthe ordinary course of the Company’s business, there are no outstandingoptions, licenses or agreements relating to the Intellectual Property, and theCompany is not bound by or a party to any options, licenses or agreements withrespect to the Intellectual Property of any other person or entity.  The Company has not received any writtencommunication alleging that the Company has violated or, by conducting itsbusiness as currently conducted, would violate any of the Intellectual Propertyof any other person or entity, nor is the Company aware of any basis therefor.  The Company is not obligated to make anypayments by way of royalties, fees or otherwise to any owner or licensor of orclaimant to any Intellectual Property with respect to the use thereof inconnection with the conduct of its business as presently conducted. * *Thereare no agreements, understandings, instruments, contracts, judgments, orders ordecrees to which the Company is a party or by which it is bound which involveindemnification by the Company with respect to infringements of IntellectualProperty.  The Company has obtainedexecuted employment and consulting agreements containing intellectual propertyrights assignment, noncompetition and confidentiality provisions in the formprovided to the Investor and its

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counsel and subject to final approval by the Investorin its sole discretion, from all current and former employees, consultants andcontactors of the Company.

### (b)           No Breach byEmployees.  The Company is not awarethat any of its employees is obligated under any contract or other agreement,or subject to any judgment, decree or order of any court or administrativeagency, that would materially interfere with the use of his or her efforts topromote the interests of the Company or that would conflict with the Company’sbusiness as presently conducted.  Neitherthe execution nor the delivery of this Agreement, nor the carrying on of theCompany’s business by the employees of the Company, nor the conduct of theCompany’s business as presently conducted, will, to the Company’s knowledge, conflictwith or result in a breach of the terms, conditions or provisions of, orconstitute a default under, any contract, covenant or instrument under whichany of such employees is now obligated. The Company does not believe it is or will be necessary to use anyinventions of any of their employees made prior to their employment by theCompany.

## 2.11         Litigation.  Thereis no action, suit, proceeding, claim, arbitration or investigation (“**Action**”) pending or, to the Company’sknowledge, currently threatened against the Company, the Company’s activities,properties or assets, or any officer, director or employee of the Company inconnection with such officer’s, director’s or employee’s relationship with, oractions taken on behalf of, the Company. There is no factual or legal basis for any such Action that mightresult, individually or in the aggregate, in any Material Adverse Effect on theCompany.  The Company is not a party toor subject to the provisions of any order, writ, injunction, judgment or decreeof any court or governmental agency or instrumentality and there is no Actionby the Company currently pending or which it intends to initiate.

## 2.12         TaxReturns.  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

### (a)           The Company does not maintainor contribute to any welfare funds, social benefits, medical benefits,insurance, retirement benefits, pensions or any similar plan or agreement (an “**Employee Benefit Plan**”) other than theEmployee Benefit Plans identified in Disclosure Schedules 2.13 (a). Tothe Company’s knowledge, there are no unfunded obligations of the Company underany welfare funds, social benefits, medical benefits, insurance, retirement

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benefits, pensions or similar program, and anyemployee contributions withheld from payroll have been timely and fullycontributed to the appropriate Employee benefit Plan as required under applicablelaw.

### (b)           Disclosure Schedule 2.13(b) sets forth a list of each contract, commitment, arrangement, orunderstanding, whether oral or written, relating to the employment of, or theperformance of services by, any employee, consultant, or independentcontractor. The Company is not delinquent in payments to any of its employeesfor any services performed for it to the date hereof or amounts required to bereimbursed to such employees.  To the Company’sknowledge, the Company has complied with all applicable PRC employment andlabor laws and regulations, including laws and regulations pertaining to termsand conditions of employment, and wages and hours.

### (c)           No employee of theCompany, nor any consultant with whom the Company has contracted, is in violationof any term of any employment contract, proprietary information agreement orany other agreement relating to the right of any such individual to be employedby, or to contract with, the Company because of the nature of the businessconducted by the Company; and to the Company’s knowledge, the continuedemployment by the Company of its present employees, and the performance of theCompany’s contracts with its independent contractors, will not result in anysuch violation. The Company has not received notice alleging that any suchviolation has occurred. No employee of the Company has been granted the rightto continued employment by the Company or to any material compensationfollowing termination of employment with the Company. To the Company’s knowledge,none of the officers or key employees, or any group of key employees, intendsto terminate his, her or their employment with the Company, nor does theCompany have a present intention to terminate the employment of any of theforegoing individuals.

## 2.14         Compliancewith Other Instruments.  The Company is not in,nor will the conduct of business of the Company as proposed to be conductedresult in, any violation, breach or default of any constitutional document ofthe Company, or in any material respect of any term or provision of anymortgage, indenture, contract, agreementor instrument to which the Company is a party or by which it may be bound, orof 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 which resultsin the creation of any lien, charge or encumbrance upon any asset of theCompany. Especially, the Company shall guarantee that the sale of the EquityInterests pursuant to this Agreement will not

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affect any of the Company’s Intellectual Property rightsor licenses with respect to CSP technology.

## 2.15         Environmentaland Safety Laws.  To the Company’s knowledge, theCompany is not in violation of any applicable statute, law, or regulationrelating to the environment or occupational health and safety, and to itsknowledge, no material expenditures are or will be required in order to complywith any such existing statute, law, or regulation.

## 2.16         Obligationsof Management.  Each employee and consultant of theCompany is currently devoting one hundred percent (100%) of his or her workingtime to the conduct of the business of the Company.  The Company is not aware that any suchemployee is planning to work less than fulltime at the Company in the future.  To the knowledge of the Company, no suchemployee is currently working for a competitive enterprise, whether or not suchperson is or will be compensated by such enterprise.

## 2.17         Useof Proceeds.  The Company will usethe proceeds of the sale of the Equity Interests for increase of its productioncapability and working capital. No proceeds will be used to pay off the Company’sdebts and liabilities outstanding prior to the Closing.

## 2.18         MinuteBooks.  The minute books of the Company madeavailable to the Investor contain a complete summary of all meetings andactions taken by directors and shareholders or owners of the Company since itstime of formation, and reflect all transactions referred to in such meetingsand actions accurately in all material respects.

## 2.19         Disclosure.  Norepresentation or warranty by the Company in this Agreement or in any writtenstatement or certificate furnished or to be furnished to the Investor pursuantto any Transaction Document contains or will contain any untrue statement offact or omits or will omit to state any fact required to be stated therein ornecessary in order to make the statements therein, in light of thecircumstances in which they are made, not misleading in any way.  The Company has fully provided the Investorwith all the information that the Investor has requested for the purpose ofdeciding whether to purchase the equity interests and all information thatcould reasonably be expected to enable the Investor to make such decision.

# **SECTION 3Representations and Warranties of the Investor**

The Investor hereby representsand warrants to the Company as follows:

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## 3.1           Authorization.  The Investor has all requisite power andauthority to execute and deliver the Transaction Documents, to purchase theEquity Interests hereunder and to carry out and perform its obligations underthe terms of the Transaction Documents. All action on the part of the Investor necessary for the authorization,execution, delivery and performance of the Transaction Documents, and theperformance of all of the Investor’s obligations under the TransactionDocuments, has been taken or will be taken prior to the Closing.

## 3.2           InvestmentPurpose.  The Investor representsthat the Equity Interests to be received by it will be acquired for investmentfor its own account, not as a nominee or agent, and not with a view to the saleor distribution of any part thereof, and that it has no present intention ofselling, granting any participation in or otherwise distributing the same.

## 3.3           NoPublic Market.  The Investorunderstands that no public market now exists for any of the Equity Interestsissued by the Company and that the Company has made no assurances that a publicmarket will ever exist for the Company’s securities.

# **SECTION 4Conditions to Investor’s Obligations to Close**

The Investor’s obligationto purchase the equity interests at the Closing is subject to the fulfillmenton or before the Closing of each of the following conditions unless waived inwriting by the Investor:

## 4.1           Representationsand Warranties.  The representationsand warranties made by the Company in Section 2 (as modified by thedisclosures on Disclosure Schedules) shall be true and correct as of the dateof such Closing.

## 4.2           Covenants.  All covenants, agreements and conditionscontained in this Agreement to be performed by the Company on or prior to theClosing shall have been performed or complied with.

## 4.3           NoMaterial Adverse Effect.  No event orevents shall have occurred, or could reasonably be expected to occur, which,individually or in the aggregate, have, or could reasonably be expected tohave, a Material Adverse Effect on the Company.

## 4.4           TransactionDocuments.  The Company and theInvestor shall have executed and delivered each of the Transaction Documents, *provided that* each such agreement shall bein a final form that is acceptable to the Investor in the Investor’s solediscretion.

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## 4.5           Regulatory Approval.  All authorization, approvals and permits ofany governmental authority or regulatory body that are required to be obtainedin connection with the sale of Equity Interests pursuant to this Agreement,including but not limited to, the Certificate of Approval for Establishment ofEnterprises with Foreign Investment in the People’s Republic of China and theBusiness License that approve and evidence the increased registered capital,shall have been duly obtained and shall be effective as of the Closing.

## 4.6           Officer’sCertificate  The Company shall havedelivered to the Investor an Officer’s Certificate, executed by the Presidentof the Company, dated the Closing Date, in substantially the form attachedhereto as Exhibit D, certifying the satisfaction of the conditions toclosing listed in this Section 4 and the true and correctness of (i) theRestated Articles as in effect at the time of the Closing, (ii) the Restated JVAgreement as in effect at the time of the Closing, (iii) resolutions approvedby the Board of Directors authorizing the transactions contemplated hereby; and(iv) resolutions approved by the shareholders of the Company authorizing thetransactions contemplated hereby and waiving certain rights.

## 4.7           CorporateDocuments  The Company shall havedelivered to the Investor or its counsel copies of all corporate documents ofthe Company as the Investor shall reasonably request.

## 4.8           Boardof Directors; Supervisors.  Effectiveupon the Closing, the Investor’s appointee,                 ,shall have been elected as the director to the Board of Directors of theCompany. As of the Closing, the Board shall consist of              ,             ,             ,             ,             and              .  In addition, Investor shall be entitled toappoint one of the two Supervisors, with the right of re-appointment.

## 4.9           IndemnificationAgreements.  The director elected bythe Investor shall have entered into an Indemnification Agreement with theCompany upon the Closing in a form that is satisfactory to the Investor.

## 4.10         EmploymentArrangements.  The employmentarrangements for each of the executives of the Company shall be satisfactory tothe Investor.

## 4.11         ProprietaryInformation and Invention Assignment Agreement.  Each of the management personnel of theCompany shall have entered into the Proprietary Information and InventionAssignment Agreement in such form that is satisfactory to the Investor.

## 4.12         ServiceAgreement  The Company shall haveentered into a Service Agreement with the Investor, with principle terms thatthe Company shall give to Investor loading priority in preference to all othercustomers, at the most favorable price.

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## 4.13         Legal Opinion.  TheInvestor shall have received opinions, dated as of the Closing, from FangdaPartners, the Company’s PRC counsel, in such forms as are acceptable to theInvestor in its sole discretion.

# **SECTION 5Conditions to Company’s Obligation to Close**

The Company’s obligationto sell its equity interests at the Closing is subject to the fulfillment on orbefore such Closing of the following conditions unless waived by the Company:

## 5.1           Representationsand Warranties.  The representationsand warranties made by the Investor at such Closing pursuant to Section 3shall be true and correct when made and shall be true and correct as of thedate of such Closing.

## 5.2           TransactionDocuments.  The Restated Articles and the RestatedJV Agreement shall have been duly authorized and shall be in full force andeffect as of the Closing.

# **SECTION 6Miscellaneous**

## 6.1           GoverningLaw.  This Agreement shall begoverned by the laws of State of New York, U.S.A., without regard to principlesof conflict of laws.

## 6.2           Arbitration. If the Parties should have a materialdispute arising out of or relating to this Agreement, or the Parties’respective rights and duties hereunder or as to the Investor of the Company(including any claims or assertions regarding breach of the fiduciary duties ofthe Company’s directors), then the Parties will refer the issue (to theexclusion of a court of law) to final and binding arbitration in Hong Kongunder the UNCITRAL Arbitration Rules in accordance with the Hong KongInternational Arbitration Centre Procedures for the Administration ofInternational Arbitration in force at the date of this Agreement, and judgmentupon the award rendered by the arbitrators may be entered in any court havingjurisdiction thereof.  In any arbitrationpursuant to this Agreement, the award or decision shall be rendered by amajority of the members of a Board of Arbitration (the “**Board of Arbitration**”) consisting of three(3) members, one (1) of whom shall be appointed by each party and the third ofwhom shall be the chairman of the panel and be appointed by mutual agreement ofsaid two (2) party-appointed arbitrators. In the event of failure of said two (2) arbitrators to agree withinthirty (30) days after the commencement of the arbitration proceeding upon theappointment of the third

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arbitrator to the Board of Arbitration, the thirdarbitrator shall be appointed by the Hong Long International ArbitrationCentre. Nothing set forth above shall be interpreted to prevent the Partiesfrom agreeing in writing to submit any dispute to a single arbitrator in lieuof a three (3) member Board of Arbitration. Upon the completion of the selection of the Board of Arbitration (or ifthe Parties agree otherwise in writing, a single arbitrator), an award ordecision shall be rendered within no more than forty-five (45) days.  Notwithstanding the foregoing, the request bythe Parties for preliminary or permanent injunctive relief, whether prohibitiveor mandatory, shall not be subject to arbitration and may be adjudicated onlyby the courts of proper jurisdiction.

## 6.3           AttorneyFees.  In the event that any suit oraction is instituted to enforce any provisions in this Agreement, theprevailing Party in such dispute shall be entitled to recover from the losingParty all fees, costs and expenses of enforcing any right of such prevailingParty under or with respect to this Agreement, including without limitation,such reasonable fees and expenses of attorneys and accountants, which shallinclude, without limitation, all fees, costs and expenses of appeals.

## 6.4           Survival.  The warranties, representations and covenantsof the Company and the Investor contained in this Agreement shall survive theexecution and delivery of this Agreement and the Closing, and shall in no waybe affected by any investigation of the subject matter thereof made by or onbehalf of the Investor or the Company.

## 6.5           Indemnificationof Investor.

### (a)           The Company herebyagrees to hold harmless and indemnify the Investor, the Investor’ direct andindirect subsidiaries, affiliated entities and corporations (collectively,referred to as the “**Investor Indemnitees**”)against any and all direct damages, liabilities, losses, reasonable costs andexpenses (including attorneys’ fees and expenses), whether or not arising outof third-party claims, attributable to (i) any material inaccuracy in, or any materialbreach by the Company of, anyrepresentation or warranty or other statement expresslycontained in this Agreement including the Disclosure Schedules, or (ii) any materialbreach of any covenant or agreement expressly contained in this Agreementincluding the Disclosure Schedules (collectively, the “**Indemnifiable Claims**”)***.***

### (b)           The rights toindemnification set forth in this Section 6.5 are in addition to, and not inlimitation of, all rights and remedies to which the Investor may be entitled.All remedies, either under this Agreement, the Restated Articles, the RestatedJoint Venture Agreement, by Law, or otherwise afforded to any party, shall becumulative and not alternative.

## 6.6           EntireAgreement.  This Agreement, including the exhibitsattached hereto, constitute the full and entire understanding and agreementbetween the Parties with regard to the

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subjects hereof and thereof.  Neither Party shall be liable or bound to theother Party in any manner with regard to the subjects hereof or thereof by anywarranties, representations or covenants except as specifically set forthherein or therein.

## 6.7           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 Company and the Investor.

## 6.8           Notices. All notices and other communicationsrequired or permitted hereunder shall be in writing and shall be mailed by registeredor certified mail, postage prepaid, sent by facsimile or electronic mail orotherwise delivered by hand or by messenger, addressed as follows:

|        | (a)    |   | if to the Investor, one copy shall be sent to                                                                                               |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                        |
|   |   |   | OmniVision Trading (Hong Kong) Co. Ltd.                                                                                                     |
|   |   |   |                                                                                                                                        |   |   |
|   |   |   |                                                                                                                                        |   |   |
|   |   |   | 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 Company, one copy should be sent to                                                                                               |
|   |   |   |                                                                                                                                        |   |   |   |   |
|   |   |   | China WLCSP Limited  Suite 11C, Suchuan Industrial Square                                                                                   |
|        |        |        |                                                                                                                                             |  |  |  |  |  |  |

 

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|        |   |   | No. 428, Xinlong Road  Suzhou Industrial Park  Suzhou, Jiangsu, China 215126                                                                                                                                                                                                                                             |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | Attn:                                                                                                                                                                                                                                                                                                                    |   | Chief Executive Officer |   |   |
|   |   |   | Facsimile:                                                                                                                                                                                                                                                                                                               |   |   |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                     |   |   |   |   |
|   |   |   | With a copy to:                                                                                                                                                                                                                                                                                                          |   |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   |   |                                                      | . |   |
|   |   |   |                                                      | . |   |
|        |        |        |                                                                                                                                                                                                                                                                                                                          |  |  |  |  |  |  |  |

 

Each such noticeor other communication shall for all purposes of this Agreement be treated aseffective or having been given when delivered if delivered personally, or, ifsent by mail, at the earlier of its receipt or 72 hours after the same has beendeposited in a regularly maintained receptacle for the deposit of the UnitedStates mail or the China mail or internationally recognized next-day deliveryservices courier, addressed and mailed as aforesaid or, if sent by facsimile,upon confirmation of facsimile transfer or, if sent by electronic mail, uponconfirmation of delivery when directed to the electronic mail address of therecipient.

## 6.9           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.

## 6.10         Expenses.  The Company and the Investor shall each paytheir own expenses, including but not limited to tax liabilities, auditing feesand governmental charges in connection with the transactions contemplated bythis Agreement.

## 6.11         Counterparts.  ThisAgreement may be executed in any number of counterparts, each of which shall beenforceable against the Parties actually executing such counterparts, and allof which together shall constitute one instrument.

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## 6.12         Telecopy Execution and Delivery.  A facsimile, telecopy or other reproductionof this Agreement may be executed by one or both Parties hereto and deliveredby such Party by facsimile or any similar electronic transmission devicepursuant to which the signature of or on behalf of such Party can be seen.  Such execution and delivery shall beconsidered valid, binding and effective for all purposes.  At the request of either Party hereto, bothParties hereto agree to execute and deliver an original of this Agreement aswell as any facsimile, telecopy or other reproduction hereof.

## 6.13         Successorsand Assigns.  This Agreement, and anyand all rights, duties and obligations hereunder, shall not be assigned,transferred, delegated or sublicensed by the Investor without the prior writtenconsent of the Company except in a transfer which does not breach an expressrestriction provided in any Transaction Document.  Any attempt by the Investor without suchpermission to assign, transfer, delegate or sublicense any rights, duties orobligations that arise under this Agreement shall be void.  Subject to the foregoing and except asotherwise provided herein, the provisions of this Agreement shall inure to thebenefit of, and be binding upon, the successors, assigns, heirs, executors andadministrators of the Parties hereto.

## 6.14         Delaysor Omissions.  Except as expresslyprovided herein, no delay or omission to exercise any right, power or remedyaccruing to either Party to this Agreement upon any breach or default of theother Party under this Agreement shall impair any such right, power or remedyof such non-defaulting party, nor shall it be construed to be a waiver ofany such breach or default, or an acquiescence therein, or of or in any similarbreach or default thereafter occurring, nor shall any waiver of any singlebreach or default be deemed a waiver of any other breach or default theretoforeor thereafter occurring.  Any waiver,permit, consent or approval of any kind or character on the part of eitherParty of any breach or default under this Agreement, or any waiver on the partof either Party of any provisions or conditions of this Agreement, must be inwriting and shall be effective only to the extent specifically set forth insuch writing.  All remedies, either underthis Agreement or by law or otherwise afforded to either Party to thisAgreement, shall be cumulative and not alternative.

## 6.15         FurtherAssurances.  Each Party hereto agrees to executeand deliver, 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.

## 6.16         Obligationof Company.  The Company agrees touse its reasonable efforts to enforce the terms of this Agreement, to informthe Investor of any breach hereof (to the extent the Company has knowledgethereof) and to assist the Investor in the exercise of its rights and the performanceof its obligations hereunder.

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## 6.17         No Agency.  This Agreement shall not constitute anappointment of any Party as the legal representative or agent of any otherparty, nor shall any party have any right or authority to assume, create orincur in any manner any obligation or other liability of any kind, express orimplied, against, in the name or on behalf of, any other party.  Nothing herein or in the transactionscontemplated by this Agreement shall be construed as, or deemed to be, theformation of a partnership by or among the parties.

## 6.18         Confidentiality.  The Parties agree that they shall notdisclosure, divulge or communicate to any other party, the existence andcontents of this Agreement, the Transaction Documents or the Service Agreement,or any correspondence, material, know-how, and other information acquired inconnection with the transaction contemplated herein, and shall take andmaintain such information under strict security precautions to prevent anydisclosure.  Neither party shall issueany public statement or press release concerning any such information, withoutthe other party’s prior written approval of the substance and form of any suchstatement or release, unless required by the applicable laws, regulations orstock exchange rules.  Notwithstandingthe above, the Parties shall be entitled to disclose such information (a) totheir interest-owners, shareholders, directors and officers and theirrespective professional advisers; (b) in connection with a merger, acquisitionor proposed merger or acquisition, and (c) as required by applicable law,including without limitation applicable securities laws and regulations of theUnited States and the PRC.

[The remainder of this page is left intentionally blank.]

** **

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the date setforth in the first paragraph hereof.
|        |   | **“COMPANY”**                             |   |                                                                            |
|--------|--------|-----------------------------------------------------|--------|---------------------------------------------------------------------------------|
|   |   |                                                |   |                                                                            |
|   |   | **China WLCSP Limited**                             |   |                                                                            |
|   |   |                                                |   |                                                                            |
|   |   |                                                |   |                                                                            |
|   |   | By:                                                 |   | /s/ Wei Wang                                                                    |
|   |   | Name:                                               |   | Wei Wang                                                                        |
|   |   | Title:                                              |   | Chief Executive Officer  and President                                          |
|   |   |                                                |   |                                                                            |
|   |   |                                                |   |                                                                            |
|   |   |                                                |   |                                                                            |
|   |   | **“INVESTOR”**                            |
|   |   |                                                |   |                                                                            |
|   |   | **OmniVision Trading (Hong Kong)  Company Limited** |
|   |   |                                                |   |                                                                            |
|   |   |                                                |   |                                                                            |
|   |   | By:                                                 |   | /s/ Shaw Hong                                                                   |
|   |   | Name:                                               |   | Shaw Hong                                                                       |
|   |   | Title:                                              |   | Chief Executive Officer,  President and Director  (Principal Executive Officer) |
|        |        |                                                     |        |                                                                                 |  |  |

 

(Signature Page toChina WLCSP Limited Investment 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**

**CHINAWLCSP LIMITED**

**OFFICER’S CERTIFICATE**

Pursuant toSection 4.6 of the Agreement, dated [             ],2007, by and between China WLCSP Limited, a Sino-foreign equity joint venturecompany established under the laws of the PRC, and OmniVision Trading (HongKong) Company Limited, a Hong Kong company (the****“**Agreement**”), the undersigned certifies on behalf of theCompany as follows:

1.             He is the President of the Company;

2.             The Company has performed or complied with allcovenants, agreements and conditions contained in the Agreement to be performedby the Company on or prior to the Closing; and except as set forth in ormodified by the Disclosure Schedules, the representations and warranties of theCompany set forth in Section 2 of the Agreement are true and correct as ofthe date hereof.

3.             Attached hereto as Appendix I is a true andcorrect copy of the Restated Articlesin effect as of the date hereof, and no action has been taken by the Company toeffect or authorize 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 trueand correct copy of certain resolutions duly adopted by the Board of Directorsof 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 andcorrect copy of certain resolutions duly adopted by the shareholders of theCompany 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 Limited** |
|--------|--------|--------------------------|
|   |   | ** **               |
|   |   | /s/ Wei Wang             |
|   |   | ** **               |
|   |   | President                |

** **

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