Ex-4.10 Instruction Booklet for ADS Rights Cert.







    Exhibit 4.10



 




    INSTRUCTIONS BOOKLET
    FOR ADS RIGHTS CERTIFICATES REPRESENTING ADS RIGHTS OF CHARTERED
    SEMICONDUCTOR MANUFACTURING LTD.



 



    Your ADS rights certificate contains sections related to the
    choices available to you regarding rights to subscribe for new
    ADSs (referred to herein as “primary ADS
    rights”) and rights to apply to subscribe for
    additional new ordinary shares in the form of ADSs (the
    “excess ADS rights” and, together with the
    primary ADS rights, the “ADS rights”). The
    terms of the ADS rights are fully described in the Prospectus
    Supplement, dated March 11, 2009, to the Prospectus, dated
    March 9, 2009 (collectively, the
    “Prospectus”), enclosed herewith. The following
    instructions are intended solely to assist you in completing
    your ADS rights certificate. None of the terms hereof are
    intended to contradict or supersede the terms of the Prospectus.
    In the event of any inconsistency between the terms of the
    Prospectus or the terms hereof, the terms of the Prospectus
    shall govern. Any terms used but not defined herein shall have
    the meaning given to such terms in the Prospectus.



 



    If you have special instructions for Citibank, N.A., as ADS
    rights agent, which cannot be included in the ADS rights
    certificate, you should send a letter setting forth such
    instructions to the ADS rights agent with your ADS rights
    certificate. In all cases you should include your daytime
    telephone number in the space provided in the ADS rights
    certificate (in case the ADS rights agent needs to contact you
    for further information), and you should complete the
    Form W-9
    enclosed with the ADS rights certificate.



 




    ADS
    RIGHTS



 



    You may exercise your ADS rights only upon the terms described
    in the Prospectus. Please refer to the Prospectus for a
    description of the offering and your ADS rights. The number of
    primary ADS rights distributed to you is imprinted on your ADS
    rights certificate. One (1) primary ADS right will entitle
    you to subscribe for one (1) new ADS. The exercise of
    ADS rights is irrevocable and may not be cancelled or
    modified.



 



    In the event that any new ordinary shares are not subscribed for
    pursuant to the exercise of rights and if you have exercised all
    of your primary ADS rights, you will have the opportunity to
    apply to subscribe for additional new ordinary shares in the
    form of ADSs by specifying an additional number of new ADSs you
    would like to be allocated in the appropriate place on the ADS
    rights certificate. If the aggregate number of additional new
    ordinary shares available for subscription pursuant to the
    excess ADS rights and excess ordinary share rights equals or
    exceeds the aggregate number of additional new ordinary shares
    applied to be subscribed for pursuant to the exercise of excess
    ADS rights and excess ordinary share rights, you will receive
    the number of additional new ordinary shares in the form of ADSs
    indicated in your application. If the aggregate number of
    additional new ordinary shares available for subscription is
    less than the aggregate number of additional new ordinary shares
    applied to be subscribed for pursuant to the exercise of excess
    rights and you have applied to subscribe for new ordinary shares
    pursuant to the exercise of excess ADS rights, you will be
    allocated additional new ordinary shares in the form of ADSs.
    Such allocation will be made at Chartered’s discretion
    primarily based on each applicant’s relative shareholding
    in Chartered as of the ordinary share books closure date and the
    ADS record date, respectively, provided that no applicant for
    excess rights shares shall be allocated more excess rights
    shares than the number for which they have applied. Priority
    will be given to the rounding of odd lots for holders of
    ordinary share rights but otherwise, no distinction will be made
    among directors, substantial shareholders, other shareholders of
    Chartered and other applicants for excess rights shares.



 



    If you wish to exercise your excess ADS rights, you must
    indicate the number of additional new ADSs you wish to apply to
    subscribe for on a properly completed ADS rights certificate and
    make full payment for each additional ADS for which you are
    applying to subscribe in accordance with the payment provisions
    described in “To Exercise ADS Rights” below. In the
    event that you are allocated less than the number of additional
    new ADSs that you have applied to subscribe for, the ADS rights
    agent will return any excess funds not applied to the
    subscription of additional new ADSs as soon as practicable after
    such allocation, net of amounts otherwise owed to the ADS rights
    agent in connection with the exercise of ADS rights, including
    the applicable issuance fee, without interest. A subscription
    for additional new ordinary shares in the form of ADSs is
    irrevocable and may not be cancelled or modified.




    

    1








 







    TO
    EXERCISE ADS RIGHTS



 



    To validly subscribe for new ADSs, you will need to tender to
    the ADS rights agent US$0.53 for each new ADS you wish to
    subscribe for, which is 117.78% of the U.S. dollar
    equivalent of the ordinary share subscription price of S$0.07,
    multiplied by ten (10), based on the prevailing exchange rate
    between the U.S. dollar and the Singapore dollar (as
    reported by Bloomberg L.P.) on March 6, 2009, being the
    business day before the date of announcement of the offering on
    March 9, 2009, in order to account for possible exchange
    rate fluctuation and, in the event of an excess balance
    following the exchange rate application, to compensate the
    depositary for the issuance of new ADSs you have subscribed for
    (up to US$0.05 per new ADS issued). The definitive ADS
    subscription price will be the U.S. dollar equivalent of
    the ordinary share subscription price of S$0.07, multiplied by
    ten (10), based on the prevailing exchange rate between the
    U.S. dollar and the Singapore dollar (as reported by
    Bloomberg L.P.) on April 6, 2009 (the “definitive
    ADS subscription price”). If the amount you pay to
    subscribe for each new ADS is more than the definitive ADS
    subscription price and the corresponding new ADS issuance fee,
    the ADS rights agent will refund to you such aggregate excess in
    U.S. dollars without interest. If the amount you pay to
    subscribe for each ADS is less than the definitive ADS
    subscription price and the corresponding new ADS issuance fee,
    the ADS rights agent will pay the amount of the shortfall of the
    definitive ADS subscription price to Chartered on your behalf,
    which you will need to reimburse to the ADS rights agent, in
    addition to paying the corresponding new ADS issuance fee owed,
    prior to your receiving any new ADSs. Please refer to the
    Prospectus for a description of the actions to be taken if the
    amount you pay to subscribe for each ADS is insufficient to
    cover, or exceeds, the definitive ADS subscription price.



 



    If you wish to exercise your ADS rights, you should:



 


			
	 	    1.   
	
    complete and sign the enclosed ADS rights certificate,
    indicating in the appropriate places the number of primary ADS
    rights you wish to exercise and, if you exercise all of your
    primary ADS rights and wish to apply to subscribe for additional
    new ordinary shares in the form of ADSs, the number of
    additional new ADSs you wish to apply to subscribe for;

	 
	 	    2.   
	
    obtain a U.S. dollar check drawn on a U.S. bank or
    bank draft made payable to the order of “Citibank,
    N.A.— Chartered ADS Rights Offering” for the full
    amount payable for all new ADSs you are subscribing for and, if
    applicable, additional new ordinary shares in the form of new
    ADSs, you are applying to subscribe for, upon the exercise of
    your primary and excess ADS rights (in each case being US$0.53
    for each new ADS); and

	 
	 	    3.   
	
    deliver the completed and signed ADS rights certificate and
    proper payment for the full amount payable for the total number
    of new ADSs subscribed for, including any additional new
    ordinary shares in the form of ADSs applied to be subscribed for
    pursuant to the exercise of the excess ADS rights, to the ADS
    rights agent at one of the addresses set forth below under the
    heading “Contact and Mailing Information.”




 



    All documents and full payment must be received by the ADS
    rights agent before the expiration of the ADS subscription
    period at one of the addresses set forth below under the heading
    “Contact and Mailing Information”. Any exercise of ADS
    rights is effective only when received by the ADS rights agent.
    Your exercise of ADS rights is irrevocable and may not be
    cancelled or modified. Deposits in the mail will not constitute
    delivery to the ADS rights agent.



 



    You may elect the method for delivery of the completed ADS
    rights certificate and payment to the ADS rights agent of the
    amount payable for the new ADSs for which you subscribe for and,
    if applicable, the additional new ordinary shares in the form of
    ADSs for which you apply to subscribe, and you will bear any
    risk associated therewith. If you send ADS rights certificates
    or payments by mail, you should use registered mail, properly
    insured, with return receipt requested, and allow sufficient
    time to ensure delivery to the ADS rights agent before the
    expiration of the ADS subscription period. In order to ensure
    timely delivery to the ADS rights agent, you may wish to
    consider the use of an overnight courier.



 



    If you exercise less than all of the ADS rights evidenced by
    your ADS rights certificate by so indicating thereon, the ADS
    rights agent will either (i) if you so indicate on your ADS
    rights certificate, issue to you a new ADS rights certificate
    evidencing all unexercised ADS rights, (ii) if you so
    indicate on your ADS rights certificate,




    

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    attempt to sell such unexercised ADS rights for you prior to the
    expiration of the ADS subscription period, or (iii) if
    issue a new ADS rights certificate evidencing ADS rights to a
    designated transferee. If no such indication is made, your
    unexercised ADS rights will become void upon the expiration of
    the ADS subscription period and will have no further value. If
    you choose to have a new ADS rights certificate sent to a
    designated transferee, please note that any such ADS rights
    certificate may not be received in sufficient time to permit a
    designated transferee to instruct the sale or exercise of the
    ADS rights evidenced thereby. New ADS rights certificates will
    not be issued after April 3, 2009. The ADS rights agent
    will charge an ADS holder customary fees, taxes and expenses,
    including depositary fees (up to U$0.02 per ADS right sold), for
    selling ADS rights. Unexercised ADS rights will become void and
    will have no further value upon expiration of the ADS
    subscription period.



 



    If you do not indicate the number of new ADSs to be subscribed
    for on the ADS rights certificate, or if you indicate a number
    of new ADSs that does not agree with the amount of proper
    payment you delivered, you will be deemed to have subscribed for
    the maximum number of whole ADSs that may be subscribed for by
    the payment you delivered. The ADS rights certificate only
    evidences ADS rights and does not grant any rights or impose any
    obligations not granted or imposed pursuant to the express terms
    of the ADS rights offering described in the Prospectus.



 




    EXCHANGE
    OF ADS RIGHTS FOR ORDINARY SHARE RIGHTS



 



    ADS rights may be converted only into ordinary share rights and
    not excess ordinary share rights. Upon exchange of your ADS
    rights into ordinary share rights, the corresponding excess ADS
    rights will lapse. For assistance in effecting a conversion, you
    should contact a bank, broker or other professional advisor. A
    holder of ADS rights who wishes to convert
    his/her ADS
    rights into ordinary share rights will be charged a conversion
    fee of up to US$0.02 per ADS right converted by the ADS rights
    agent. Conversions may take up to three (3) business days to
    complete. If you intend to effect a conversion, you should
    initiate the conversion process in ample time to ensure that the
    conversion is completed before the expiration of the ordinary
    share rights trading period, the ADS subscription period or the
    ordinary share subscription period, as applicable.



 



    In order to convert an ADS right into an ordinary share right
    prior to the expiration of trading of the ordinary share rights
    on the Singapore Exchange Securities Trading Limited (the
    “SGX-ST”), the ADS rights agent must receive
    your request for conversion by 5:00 p.m. (New York City
    time) on March 25, 2009. The trading of ordinary share
    rights on the SGX-ST ends at 5:00 p.m. (Singapore time) on
    March 31, 2009. In order to convert an ADS right into an
    ordinary share right prior to the expiration of the ordinary
    share subscription period, the ADS rights agent must receive
    your request for conversion by 5:00 p.m. (New York City
    time) on March 31, 2009. The ordinary share subscription
    period expires at 5:00 p.m. (9:30 p.m. for electronic
    applications) (Singapore time) on April 6, 2009. The
    transaction costs, if any, incurred in effecting conversions are
    your responsibility.



 




    EXERCISE
    THROUGH DTC



 



    ADS rights received through The Depository Trust Company
    (“DTC”) can only be exercised through the
    applicable DTC system. Payment for new ADSs subscribed for
    (including any additional new ADSs for which an application to
    subscribe is made pursuant to excess ADS rights) must be
    received by the ADS rights agent via DTC prior to the expiration
    of the ADS subscription period. Any exercise of primary ADS
    rights or application to subscribe for additional new ADSs
    pursuant to excess ADS rights is irrevocable and may not be
    cancelled or modified.




    

    3








 







    TO
    SELL ADS RIGHTS



 



    If you wish to instruct the ADS rights agent to attempt to sell
    some or all of your ADS rights you should:



 


			
	 	    1.   
	
    complete and sign the enclosed ADS rights certificate,
    indicating in the appropriate place, the number of ADS rights
    you wish to sell; and

	 
	 	    2.   
	
    deliver the completed and signed ADS rights certificate to the
    ADS rights agent at one of the addresses set forth below under
    the heading “Contact and Mailing Information.”




 



    If you wish to instruct a sale of ADS rights, your duly
    completed ADS rights certificate must be delivered to the ADS
    rights agent no later than 5:00 p.m. (New York City time)
    on March 27, 2009 so as to enable the ADS rights agent to
    execute the sale order prior to 5:00 p.m. (New York City
    time) on March 27, 2009. The ADS rights agent will charge
    an ADS holder customary fees, taxes and expenses, including
    depositary fees (up to US$0.02 per ADS right sold), for selling
    ADS rights. A check representing the proceeds of any ADS rights
    sold (after deduction of applicable depositary fees (up to
    US$0.02 for ADS right sold), taxes and expenses) will be sent to
    the holder of such ADS rights after the expiration of the ADS
    rights subscription period. The net sale proceeds that you are
    entitled to for your ADS rights sold will be calculated on the
    basis of the number of ADS rights sold and the net weighted
    average per ADS rights price of all sales of ADS rights by the
    ADS rights agent during the ADS subscription period. The
    execution of sale orders will be subject to the terms and
    conditions described in the Prospectus.



 




    TO
    TRANSFER YOUR ADS RIGHTS CERTIFICATE



 



    If you wish to transfer all or a portion of the ADS rights
    represented by your ADS rights certificate, you should:



 


			
	 	    1.   
	
    complete and sign the enclosed ADS rights certificate indicating
    in the appropriate places the number of ADS rights you wish to
    transfer;

	 
	 	    2.   
	
    arrange for your signature to be guaranteed by a commercial
    bank, trust company, securities broker/dealer, credit union, or
    savings association participating in a Medallion Program
    approved by the Securities Transfer Association, Inc. (each of
    the foregoing being an “eligible institution”);
    and

	 
	 	    3.   
	
    deliver the completed, signed and guaranteed ADS rights
    certificate to the ADS rights agent at one of the addresses set
    forth below under the heading “Contact and Mailing
    Information.”




 



    If you wish to transfer your ADS rights certificate, the duly
    completed, signed and guaranteed ADS rights certificate must be
    delivered to the ADS rights agent with sufficient time to
    execute the requested transfer prior to 5:00 p.m. (New York
    City time) on March 27, 2009.



 



    If your ADS rights certificate has been properly endorsed for
    transfer, the transferee will be able to exercise the ADS rights
    evidenced by the ADS rights certificate. As the result of delays
    in the mail, the necessary processing time and other factors,
    you or your transferee may not receive the new ADS rights
    certificates in time to enable the holder of the ADS rights to
    complete a sale or exercise by the expiration of the ADS
    subscription period. Neither Chartered nor the ADS rights agent
    will be liable to either a transferor or transferee for any such
    delays.



 




    UNEXERCISED
    ADS RIGHTS



 



    ADS rights which are not exercised prior to the expiration of
    the ADS subscription period shall become void and will have no
    further value. Because the expiration of the ADS subscription
    period extends beyond the trading period of the ordinary share
    rights, and is only one (1) business day prior to the
    expiration of the ordinary share subscription period, it would
    not be practicable for the ADS rights agent to sell any
    unexercised ADS rights on your behalf. Accordingly, you will not
    receive any value or proceeds with respect to unexercised rights.




    

    4








 







    SIGNATURE
    REQUIREMENTS



 



    All signatures on any ADS rights certificate, if by the
    registered owner, must correspond exactly with the name
    appearing on the ADS rights certificate in every respect,
    without alteration or any change whatsoever, or if on behalf of
    the registered owner by an attorney, executor, administrator,
    guardian or other fiduciary or by a duly authorized officer of a
    corporation, must be accompanied by proper evidence of the
    signatory’s authority to act in such capacity.



 



    In all cases your daytime telephone number should be included
    in the space indicated on your ADS rights certificate so that,
    if necessary, the ADS rights agent may call you for further
    instructions.



 



    Your signature must be guaranteed by an eligible institution in
    the space provided on the ADS rights certificate if you wish to
    transfer any of your ADS rights.



 




    TAXPAYER
    IDENTIFICATION NUMBER AND
    FORM W-9



 



    If you decide to (i) subscribe for all or a portion of the
    ADS rights evidenced by your ADS rights certificate,
    (ii) sell all or a portion of the ADS rights evidenced by
    your ADS rights certificate, or (iii) transfer a portion of
    or all of the ADS rights evidenced by your ADS rights
    certificate, you should provide the ADS rights agent with your
    correct Taxpayer Identification Number (which is your Social
    Security number if you are not a corporation, partnership or
    other entity) on the
    Form W-9
    enclosed with the ADS rights certificate. Failure to provide a
    duly completed
    Form W-9
    may subject you to the applicable rate of
    back-up
    U.S. federal income tax withholding with respect to funds
    to be remitted to you in respect of ADS rights sold or
    distributions made in respect of the new ADSs.



 




    TAX
    CONSEQUENCES



 



    See the description set forth in the Prospectus under the
    heading “Taxation” for information concerning tax
    consequences pertaining to the above transactions.



 




    METHOD
    OF DELIVERY



 



    THE METHOD OF DELIVERY OF ADS RIGHTS CERTIFICATES AND PROPER
    PAYMENT FOR ANY NEW ADSs THAT YOU SUBSCRIBE FOR OR APPLY TO
    SUBSCRIBE FOR TO THE ADS RIGHTS AGENT WILL BE AT YOUR ELECTION
    AND RISK. IF SENDING BY MAIL, YOU ARE URGED TO SEND ADS RIGHTS
    CERTIFICATES AND PAYMENTS BY REGISTERED MAIL, PROPERLY INSURED,
    WITH RETURN RECEIPT REQUESTED, AND ARE URGED TO ALLOW A
    SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO THE ADS RIGHTS
    AGENT BY 5:00 P.M. (NEW YORK CITY TIME) ON APRIL 3,
    2009 (FOR SUBSCRIPTIONS, AND SUCH OTHER DATES AND TIMES REFERRED
    TO ABOVE FOR OTHER PURPOSES). DEPOSIT IN THE MAIL WILL NOT
    CONSTITUTE DELIVERY TO THE ADS RIGHTS AGENT. YOU MAY WANT TO
    MAKE USE OF AN OVERNIGHT COURIER TO ENSURE TIMELY DELIVERY TO
    THE ADS RIGHTS AGENT.



 




    IRREGULARITIES



 



    All questions concerning the timeliness, validity, form and
    eligibility of any exercise of ADS rights will be determined by
    Chartered, whose determinations will be final and binding.
    Chartered, in its sole discretion, may waive any defect or
    irregularity, or permit a defect or irregularity to be corrected
    within such time as it may determine, or reject the purported
    exercise of any ADS right. ADS rights certificates will not be
    deemed to have been received or accepted until all
    irregularities have been waived or cured within such time as
    Chartered determines, in its sole discretion. Neither Chartered
    nor the ADS rights agent will be under any duty to give
    notification of any defect or irregularity in connection with
    the submission of ADS rights certificates or incur any liability
    for failure to give such notification.




    

    5








 







    CONTACT
    AND MAILING INFORMATION



 



    Any questions you may have should be addressed as promptly as
    possible to your bank, broker or other advisor or to the ADS
    holder helpline, toll-free telephone
    +1 (800) 308 7887 (Monday to Friday
    9:00 a.m. to 5:00 p.m., New York City time).



 



    The address of the ADS rights agent is as follows:



 


	 	 	 
	
    By Courier:

    CITIBANK, N.A.

    Corporate Actions

    250 Royall Street

    Suite V

    Canton, MA 02021
	
 
	
    By Mail:

    CITIBANK, N.A.

    Corporate Actions

    P.O. Box 43034

    Providence, RI 02940-3034









 



    DELIVERY OF THE ADS RIGHTS CERTIFICATE OR ANY OTHER DOCUMENT
    OR PAYMENT TO AN ADDRESS OTHER THAN ONE OF THE ADDRESSES SET
    FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.




    

    6