exhibit_4-12.htm











Exhibit 4.12




 


**CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR 


CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND 


EXCHANGE COMMISSION (THE “COMMISSION”).**







ASSET PURCHASE AGREEMENT







ASSET PURCHASE AGREEMENT, dated as of December 22nd, 2009 (the “APA”), by and among Millennium Card ́s Technology Limited ("MCT"), a Hong Kong corporation and On Track Innovations Ltd., as Israeli corporation ("OTI") on the one hand (where MCT and OTI shall be referred hereto as the "Seller"), and SMARTRAC Singapore Trading PTE, a Singapore corporation ("Buyer") on the other hand.



 





WHEREAS,







 



	
(1)

	
MCT with business located at and incorporated in Hong Kong, a 100% subsidiary of OTI, is engaged in the business of transponders and smart card machines manufacturing and is the holder of 99.5% shares of Millennium Card ́s Technology (SZ) Limited.







 



	
(2)

	
SMARTRAC N.V. (“SMARTRAC”) is a worldwide leading transponder manufacturer and OTI is a worldwide leader in development of smart-card based products and solutions.







 



	
(3)

	
Buyer is a private limited company incorporated in Singapore. Buyer is a 100 % subsidiary of SMARTRAC Brazil B.V. which is a 100 % subsidiary of SMARTRAC N.V.







 



	
(4)

	
“SMARTRAC Group” means SMARTRAC and any and all companies in which SMARTRAC directly or indirectly holds or has the right to acquire 50 % or more of the shares and/or voting rights and/or comparable kind of participation.







 



	
(5)

	
“OTI Group” means OTI and any and all companies in which OTI directly or indirectly holds or has the right to acquire 50 % or more of the shares and/or voting rights and/or comparable kind of participation.







 



	
(6)

	
“Machinery” means (i) those machines used by MCT subsidiary and OTI exclusively or primarily for the Business (as defined in Section 2.1), as specified in Attachment 2.2.1; and (ii) those machines produced by MCT subsidiary for the sale to third parties with respect to the Business, as specified in Attachment 5.1.







 



	
(7)

	
“Signing Date” is the date of signing of this Asset Purchase Agreement.







 



	
(8)

	
“Closing Date” is defined in Section 9.1.







 



	
(9)

	
“Sold Assets” means all assets as defined in Article. 2.







 



	
(10)

	
“Working Day” means a working days excluding public excluding Saturdays, Sundays and holidays in the state of Delaware USA.







 




  





  











  






 



	
(11)

	
“Delivery Date” is the respective delivery date of the Sold Assets.







 



	
(12)

	
Buyer and Seller collectively the “Parties” and each a “Party”.










 





Article 1 Scope of this Agreement





 



	
1.1.

	
SMARTRAC, OTI and MCT entered into an agreement dated September 15, 2009 (“Agreement”) with respect to the acquisition of certain assets of MCT subsidiary, some additional assets from OTI, the shutdown of MCT subsidiary and a non competition obligation, supply agreement and further issues. Further on SMARTRAC, OTI and MCT entered into a First Amendment to the Agreement, as of November 5, 2009 ("First Amendment"). The subject matter of this Asset Purchase Agreement (“APA”) is to cover the sale and purchase of assets of Seller by Buyer as specified herein.







 



	
1.2.

	
The Sold Assets which are owned by MCT as the date hereof ("MCT Sold Assets"), were owned by MCT subsidiary immediately prior to the Closing Date. On request of OTI, Buyer agrees to buy MCT Sold Assets not from MCT subsidiary but from MCT who is the owner thereof as the date hereof. Therefore immediately prior to the Closing Date, MCT shall be the sole owner of all the MCT Sold Assets and respective assumed liabilities including without limitation all rights of whatsoever nature relating to such assets, and also including such obligations, but only such obligations, as are specially provided for in this APA to be assumed by Buyer, said acquisition to be accomplished by MCT in order that it will be able to comply with this APA at any time. MCT confirms that it does not hold any other assets related to the Business as of the Closing Date.







 



	
1.3.

	
Buyer does not buy any assets from MCT which MCT did not purchased from MCT subsidiary in connection with the assumption of the Business immediately prior to the Closing Date, provided that MCT has no relation to the Business apart from the conclusion of the said assignment and assumption as of the Closing Date. MCT did not and does not own assets and is not party to material contracts and agreements with respect to the Business before transfer from MCT subsidiary as of the Closing Date.










 





Article 2 Sold Assets and Assumed Liabilities










	
2.1.

	
On the terms and subject to the conditions set forth in this APA, at the Closing, Buyer shall, in consideration for the Purchase Price, purchase, acquire and accept from Seller and Seller shall sell, transfer, assign, convey and deliver to Buyer all of Seller's rights, title and interest in, to and under Sold Assets (as defined below) which were used in the production of transponder using wire embedded technology, module packaging and the production of Machinery used to produce transponder products contact cards and testing equipments by MCT subsidiary immediately prior to the Closing Date (collectively, the “Business”).  For the avoidance of doubt, assets not included herein and/or not related to the Business are excluded from the scope of this APA.







 




  





2











  






 



	
2.2.

	
"Sold Assets" shall mean all of the following assets which were used for the Business by MCT subsidiary and OTI immediately prior to the Closing Date as listed below (in Sections 2.2.1 through 2.2.6):













	
2.2.1.

	
The tangible assets, including technical and R&D equipment, machineries, office and other equipment and assets under construction which are located in the main factory or in any other plants, offices or other premises, as specified in Attachment 2.2.1.













	
2.2.2.

	
The intangible assets relating exclusively or primarily to the Business set forth in (i) and (ii) of this Subsection 2.2.2. (i) All patents, utility patents, design patents, marks, trade names, domain names, copyrights, computer software programs, licences and other (registered or unregistered) intellectual property rights (and any applications therefore) relating exclusively or primarily to the Business, as listed in Attachment 2.2.2(i); and (ii) the inventions, technology, process descriptions specifications, drawings, software, research and development data, formula or other know-how, trade and business secrets relating exclusively or primarily to the Business as listed in Attachment 2.2.2(ii) (collectively, the “Intellectual Property Rights”).







 


For clarification, the foregoing includes documents, specifications, drawings and software for Machinery manufacturing, production, process and products sold or used by MCT subsidiary prior to the Closing Date, to the extent owned by MCT subsidiary and not subject to confidentiality agreement with third parties.








	
2.2.3.

	
The raw materials, supplies, work in progress, finished goods and other inventories collectively (“Inventories”) relating exclusively or primarily to the Business as listed in Attachment 2.2.3. Seller and MCT subsidiary shall have the right to consume the Inventories until the closing of MCT subsidiary according to Article 7, without any payment to the Buyer.













	
2.2.4.

	
All rights relating exclusively or primarily to the Sold Assets and all claims against third parties relating to the Sold Assets (to the extent they exist at the closing date or later), including rights under manufacturers and vendors warranties.













	
2.2.5.

	
Technical books and records of the Business and other technical documents and data (whether in hard copy or electronic format) used or available in the Business, as listed in Attachment 2.2.5, including technical drawings, technical manuals, sales and promotional material, lists of (present or former) customers and suppliers (“Books and Records”), except for those financial Books and Records and except further to Books and Records which are required to be retained by Seller and MCT subsidiary under any applicable law, regulation, directive, binding guideline or rule, or decree, order or decision of any court or governmental authority (as in effect at any time and applicable in any jurisdiction) or agreement or which cannot be technically separated from  any other file or data.







 




  





3











  






 



	
2.2.6.

	
Agreements (“Assumed Agreements”) in effect as of the Closing Date including contracts and arrangements, relating exclusively or primarily to the Business to which Seller or MCT subsidiary is a party as listed in Attachment 2.2.6.













	
2.3.

	
For the avoidance of doubt, the following assets related to the Business of MCT subsidiary and Seller shall be excluded from the sale and transfer to Buyer pursuant to this APA ("Excluded Assets"):













	
  

	
2.3.1.

	
Cash on hands, trade receivables, cheques, deposits with banks, financial receivables or other cash equivalents, shares and interest in any companies and partnerships or securities.













	
  

	
2.3.2.

	
Any claims for the refund of any taxes, social security contributions or other public charges (together with any penalties, fines, interests or addition thereto), taxes relating to any tax assessment period ending on the Closing Date.













	
  

	
2.3.3.

	
Any accounting documentation.













	
  

	
2.3.4.

	
All purchase price consideration to be paid by Buyer to Seller pursuant to the terms of this APA, and all of Seller's contractual rights in and to this APA and the ancillary agreements.













	
  

	
2.3.5.

	
All amounts paid to MCT subsidiary and/or Seller from customers in accordance with Section 7.2 below.













	
  

	
2.3.6.

	
All assets not covered by the Sold Assets.













	
2.4.

	


On the terms and subject to the conditions set forth in this APA, at the Closing, Buyer shall assume and acquire effective as of the Closing Date, (collectively the “Assumed Liabilities”) liabilities under the Sold Assets Intellectual Property Rights pursuant to Attachment 2.2.2, and liabilities under the Assumed Agreements pursuant to Section 2.2.6, that arise from facts or circumstances occurring after the Closing Date or that under their terms are required to be performed after the Closing Date, provided that the respective assets were transferred on the Closing Date.











 



Liabilities which arise between the Closing Date and the Delivery Date and which are not in connection with Gemalto as set forth in Section 7.12 below shall be borne by Seller and MCT subsidiary.




 



	
2.5.

	
With respect to Assumed Liabilities pursuant to the sold Intellectual Property Rights, Buyer assumes liabilities, e.g. to pay open fees at the patent and trade mark offices, but Buyer does not assume any license agreements (except for those implied with respect to  products sold by MCT subsidiary), or any other contracts in connection with the Intellectual Property and/or reserves the right, which is in Buyer ́s sole discretion, to enter into litigation or similar proceedings, if any, with respect to the sold Intellectual Property Rights.







 




  





4











  






 



	
2.6.

	
Buyer will not assume or be liable for any Excluded Liabilities. “Excluded Liabilities”  shall mean the following liabilities in connection with the Business:













	
  

	
2.6.1.

	
Any liability or obligation relating to an Excluded Asset;













	
  

	
2.6.2.

	
Any liabilities with respect of any and all (i) products sold by MCT subsidiary and/or OTI before the Closing Date; (ii) services performed by MCT subsidiary and/or OTI before the Closing Date or the Delivery Date respectively, except to the extent necessary to perform support, maintenance, warranty and similar obligations as referred to in Section 5.2 below following the Closing Date;













	
  

	
2.6.3.

	
All and any of MCT subsidiary and OTI liabilities to any of their employees or consultants for a period through the Closing Date;













	
  

	
2.6.4.

	
Any liabilities from MCT which MCT did not assumed from MCT subsidiary in connection with the assumption of the Business, provided that MCT has no relation to the Business apart from the conclusion of this transaction. For clarification: MCT does not own assets and is not party to any material contracts and agreements with respect to the Business before the Closing Date (except in those cases, that for convenience purposes, MCT made sales and bought raw materials for MCT subsidiary, provided that in no event MCT held or currently holds any such raw materials); and







 



	
  

	
2.6.5.

	
All liabilities which are not expressly assumed by Buyer.







 


Article 3 Purchase Price and Timing of Payment








	
3.1 

	
The purchase price for the Sold Assets (“Purchase Price”) is Euro 8.5 million, Euro 5 million are already paid. The reminder amount of Euro 3.5 million shall be paid in eight equal end-quarterly instalments (end of March, June, September and December of the applicable year) of Euro 437,500 each in cash, beginning on March 31st, 2010













	
3.2

	
All payments shall be made to the below listed account of OTI:







 




	 	
Account holder:   

	
On Track Innovations Ltd.









	 	
Name of the Bank:

	
Bank Leumi Le Israel BM









                              


**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**


                                 






  





5











  






 



	
3.3

	
Each Party shall bear its own tax due (if any) in connection with the transaction.







 


Article 4 Indemnification







Seller shall indemnify and hold harmless Buyer, its stockholders, successors, assigns, officers, directors, employees, agents and representatives (“Indemnitees”) from and against any and all liabilities and obligations of any nature whatsoever (including without limitation reasonable attorneys’ fees) (collectively, “Losses”) incurred by any one or more of the Indemnitees to the extent that such Losses relate to, arise out of, or are based upon (a) Excluded Liabilities, (b) failure of any of Seller's representations, warranties and guarantees (which guarantees are specified in Article 6, Section 7.6, second paragraph in Section 7.12 and Section 7.14) to have been true and correct when made, (c) failure of Seller to comply with any covenant or agreement in this APA, (d) taxes which are payable by Seller or MCT subsidiary as a result of the sale of the Sold Assets or the assumption of the Assumed Liabilities, (e) the ownership, use or conduct of the Business prior to the Closing Date, and (f) the ownership and use of the Sold Assets prior to the date on which the respective Sold Assets were delivered to Buyer (whether asserted prior to, at, or after that final delivery of the Sold Assets).







Buyer shall not be obliged and its rights under this APA are not dependent on any inspection duties and notification obligation in connection with Seller indemnification obligation above.


 


Article 5 Machine Sale Agreements








	
5.1.

	
Attachment 5.1. contains a list of all sale agreements for the Machinery sold by MCT (“Machine Sale Agreements”) for which Buyer will provide (or cause other entity within SMARTRAC Group to provide) services according to Section 5.2 below.








	
  

	 






	
5.2.

	
Notwithstanding Section 2.4 above with respect to Machine Sale Agreements Buyer assumes liabilities for products shipped prior to the Closing Date in accordance with the Machine Sale Agreements ("Covered Machinery"), provided, however, that Buyer assumed liability referred to in this Article shall be limited to the provision of services and for warranties (including spare parts and consumables) for Covered Machinery to third parties raised after the Closing Date, in the amount of cumulated Euro 200,000, including spare parts and consumables.







 


In case that further warranty or guarantee claims exceed a cumulative amount of Euro 200,000 raised against Seller or Buyer, Buyer shall be obliged to handle such claims, if and to the extent that Buyer gets reimbursed for all cost and expenditures (including spare parts and consumables) by Seller.


 




  





6











  












Buyer shall charge MCT for such expenses based on direct cost of labour plus 35% gross margin, where spare parts and consumables shall be charged at cost.







Article 6  Representations and Warranties of Seller







Seller (jointly and severally) hereby guarantees and represents to Buyer that the statements set forth hereinafter are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date)) or as of any other date explicitly referred to below:








	
6.1.

	
The purchase contract between MCT and MCT subsidiary in order to conclude the transaction contemplated by this APA is complete, valid, enforceable and sufficient to enable MCT to fulfil its obligation under this APA in every aspect.













	
6.2.

	
Seller is the sole and unrestricted legal and beneficial owner of the Sold Assets and has the unrestricted right to dispose all of such Sold Assets sold in accordance with this APA.













	
6.3.

	
The statements in the “Whereas” No 1 of this APA in relation to OTI, MCT and MCT subsidiary are true, complete and accurate in every respect.













	
6.4.

	
The Sold Assets to be transferred to Buyer will be free and clear of all liens, security interest and encumbrances of any nature whatsoever at the time of transfer.













	
6.5.

	
Except for the implied license provided to the purchasers of the Machineries, the Intellectual Property Rights are free of third party rights; Seller has not granted a licence on the Intellectual Property Rights to a third party, except of the right to use goods and products sold by Seller. Seller is under no obligation to grant such rights.













	
6.6.

	
There exists no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire any of the Sold Assets or assume any of the Assumed Agreements.













	
6.7.

	
To the Seller's knowledge the validity of the sold Intellectual Property Rights has not been challenged by any third party in writing and Seller is not aware of any circumstances which would give rise to such challenge, other than references cited in official Patent Office examination. None of the Intellectual Property Rights is subject to any pending judgment, injunction, order or decree issued against OTI Group entity restricting the use thereof by it or restricting the licensing thereof by it to any third party.













	
6.8.

	
Except as previously alleged by SMARTRAC Group, to the best knowledge of Seller there has not been any claim in writing that the products based on Intellectual Property Rights infringe upon any intellectual property right of any third party.













	
6.9.

	
The Sold Assets and the Assumed Liabilities constitute materially all of the assets (whether tangible or intangible, including information, technology and know-how) used or held for use in the Business and are sufficient and adequate to carry on the Business as a whole in substantially manner and scope it has been conducted in the last year period prior to August 2009. No Material Adverse Effect has occurred since August 2009 until the Closing Date of this APA.  For the purpose of this Section, a "Material Adverse Effect" means any event, change, effect, condition or circumstance that, when taken individually or together with all other adverse events, changes or effects, is (a) to be materially adverse to the Sold Assets, as a whole; or (b) to be materially adverse to the Business as a whole; other than any change, effect, event, occurrence, condition, development or state of facts arising from or relating to changes or conditions generally affecting the industries or markets related to the Business.







 




  





7











  






 



	
6.10.

	
Seller has not sold or transferred assets which belong or should belong to the Business between August 23, 2009 and the Closing Date (“Period”) outside the course of ordinary Business. The Machinery and any manufacturing equipment which were sold during the Period are completely listed in Attachment 6.10.













	
6.11.

	
All tangible assets specified in Section 2.2 are located at MCT subsidiary production site in subsidiary, except to the extent that the transfer of these assets to MCT has begun, in which case such transferred assets are at MCT ́s facility in Hong Kong or in transit thereto.













	
6.12.

	
No Person has acted, directly or indirectly, as a broker, finder or financial advisor for OTI Group in connection with the transactions contemplated by this Agreement that would result in the obligation of Buyer or SMATRAC Group to pay any finder’s fee, brokerage fee, commission or similar payment in connection with the transactions contemplated hereby,













	
6.13.

	
To the best of Seller's knowledge, all written information made available to the Buyer or its advisors by Seller and MCT subsidiary prior to signing of this APA and in connection thereto is complete, accurate and not misleading in all material respect. None of such information is misleading or contains any material omissions regarding the Sold Assets, the Business, the Assumed Liabilities or the Assumed Agreements.







 


Article 7 Shut Down of MCT subsidiary,


Sale of Products and Delivery of Sold Assets








	
7.1.

	
Seller undertakes to cause MCT subsidiary to shut down its business and operations in accordance with the terms and provisions set forth on Attachment 7.1 attached hereto (“Shut-Down Concept”), including a time schedule for termination of operation of MCT subsidiary, and a change of its name to a name that does not include “MCT” or “Millennium” or “Millennium Card” or any variations on those words. Seller will cause MCT subsidiary to fully comply with all of the provisions of this Article. MCT shall not file for bankruptcy or insolvency protection or any similar protection from creditors for the period ending five years after the date on which all of the Sold Assets have been transferred to Buyer.







 




  





8











  






 



	
7.2.

	
Sale of Products:














	
7.2.1.

	
With effect as of Closing Date but not later than December 22nd, 2009, Seller shall cause MCT subsidiary not to qualify and not to sell any products or provide services to additional customers apart from (i) services and products in the framework of the existing supply contracts with Gemalto and Oberthur Card System until assigned to SMARTRAC Group, or (ii) as permitted (and to the extent permitted) pursuant to Section 7.2.2 below. Notwithstanding the foregoing, it is hereby clarified that MCT subsidiary shall be entitled to complete all work in progress through the end of February 2010. If MCT subsidiary does not complete said work in progress by the end of February 2010, SMARTRAC, Seller and MCT subsidiary will use their best efforts to find an amicable solution for the production of the products not produced by end of February 2010.















	
7.2.2.

	
Following December 22nd, 2009, MCT subsidiary shall have the right to qualify and manufacture only those products ordered by OTI that SMARTRAC Group is not ready to manufacture until such time that SMARTRAC Group acknowledges in writing to MCT subsidiary and OTI that it is ready to manufacture these products in its premises. Any order received by MCT subsidiary after December 22nd, 2009, from OTI, MCT subsidiary shall therefore be sent to Buyer as a copy. Following receipt of such copy Buyer shall have a maximum of 48 hours to notify MCT subsidiary whether it is ready to perform said order. If Buyer has notified MCT subsidiary within the said 48 hours that SMARTRAC Group is ready to perform, the order shall be performed solely by SMARTRAC Group. If Buyer fails to notify MCT subsidiary that SMARTRAC Group is ready to perform said order or notifies that SMARTRAC Group is not yet ready to perform said order within said 48 hours (where no response shall also be deemed as failure), the fulfilment of the said order shall be with Seller and/or MCT subsidiary solely.








 


Notwithstanding the provision of Section 16.4, all notices pursuant to this Section 7.2.2 shall be sent by email to the following addresses and shall be deemed to have been duly received at the time sent by the sending party.




 


SMARTRAC Group email: **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**


 


OTI Group emails: **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**










  





9











  






 





	
7.2.3.

	
During such time and until Buyer is ready to perform orders according to Section 7.2.2., Seller and MCT subsidiary shall have the right to make use of the Sold Assets in their premises free of charge (including the intangible assets, Section 2.2.2.) in order to fulfil said orders.













	
7.2.4.

	
The Parties shall use their utmost efforts to transfer the manufacturing capabilities to Buyer as soon as practicable, pursuant to the terms herein.







 



	
7.3.

	
MCT subsidiary shall cease the production for Oberthur Card System until end of April 2010.













	
7.4.

	
Starting April 2010, Buyer shall have the right to appoint one representative having access (but not authority) to all decisions relating to the business development of MCT subsidiary in order to supervise the proper shut down of MCT subsidiary.













	
7.5.

	
Any employment offer to MCT subsidiary employees by Buyer shall be subject to a prior coordination and agreed communication by the Parties.













	
7.6.

	
Seller, MCT subsidiary and Buyer have specified and reviewed the Sold Assets during the specification process according to the First Amendment ("Specification Process"). During the Specification Process, Buyer reviewed whether the Sold Assets are complete, in proper workable condition, fully functional and fit for their intended use. Seller guarantees that all Sold Asset which have been defined and marked as “A” (“A-Assets”), as specified in Attachment 7.6, will be transferred outside of PRC.













	
7.7.

	
During the Specification Process and according to Article 4 subs. K of the “First Amendment", Seller, MCT subsidiary and Buyer prepared an asset status list (“Asset Status”). The Asset Status list is attached as Attachment 7.7. The Asset Status contains the present "as-is" condition of all other Sold Assets other than the A-Assets as documented in the Specification Process.













	
7.8.

	
For the A-Assets contained in the Asset Status, Seller undertakes to repair defective assets and/or substitute missing A-Assets until the Delivery Date as specified in the Asset Status. In case Seller fails to comply with this obligation with regard to A-Assets, Buyer shall be entitled to reduce the purchase price according to book value of the relevant A-Asset in the Financial Statements of MCT subsidiary or OTI, as the case may be (“Book Value”).







 




  





10











  






 


Furthermore, the Asset Status contains the allocation of the Sold Assets in three Groups as outlined below. Seller undertakes to deliver the Sold Assets according to the below outlined delivery schedule. It is understood that the transfer of the following assets shall be subject to the approval by the respective Chinese authorities and that the dates set forth below do not take into consideration the time period, which is unknown, necessary to obtain such approvals:








	
  

	
·

	
Group 1 = includes all Sold Assets which shall be packaged and to which transfer process to Buyer shall begin immediately following the Closing Date of this APA, but not later than the end of February 2010.








	
  

	
·

	
Group 2 = includes all Sold Assets, listed in Attachment 7.8., which facilitate the obligations of the existing agreement with Gemalto and Oberthur Card System (in accordance with Section 7.3 above) with whom Seller and/or MCT subsidiary have a binding supply agreement which is not assignable without the consent of Gemalto.








	
  

	
·

	
Group 3 = includes all Sold Assets, listed in Attachment 7.8., the transferral of which is subject to additional approval by Chinese authorities (“Additional Approval”).








 





	
7.9.

	
Seller and MCT subsidiary shall make commercially utmost efforts (with its then existing personnel) in gaining all necessary approvals from the respective Chinese authorities in order to enable the transfer of the Sold Assets specified in Group 1 to 3, as outlined in the Shut-Down Concept but (with no guarantee except for A-Assets) at the latest until the end of the shut down period of MCT subsidiary (“Shut-Down Period”). All costs and expenses in connection with this approval shall be borne by Seller.













	
  

	
In case and to the extent that MCT is not able to gain the Additional Approval for the assets included in Group 3 until the end of the Shut-Down Period, Seller shall store these assets in a warehouse named by Buyer at Buyer's expense.













	
7.10.

	
Seller shall start the transfer the Sold Assets included in Group 2 without undue delay to Buyer at the latest of (i) Gemalto has agreed to assign the supply agreement to Buyer, or agreed to subcontract it or to enter into another agreement to release Seller and/or MCT subsidiary from their obligations towards Gemalto, or (ii) such time that Buyer is ready to perform OTI orders as set forth in Section 7.2 above.













	
7.11.

	
In case Gemalto denies the assignment of its supply agreement with MCT subsidiary and Seller to Buyer prior to the expiration date of such agreement (until March 18, 2011), the Sold Assets included in Group 2 shall be transferred to Buyer immediately following March 18, 2011, provided that Seller or MCT subsidiary has obtained approval of the Chinese authorities for such transfer (the term between April 1st, 2010 and March 18th, 2011 shall be referred hereto as the “Transition Phase”)







 




  





11











  






 



	
7.12.

	
During the Transition Phase, MCT subsidiary and Seller shall be entitled to perform the supply agreement with Gemalto by using their best effort but in good faith towards Gemalto to reduce business with Gemalto. If at all MCT subsidiary and Seller have to perform the supply agreement with Gemalto during the Transition Phase, the reasonable costs incurred during such period (after deducting the applicable revenues) as reflected in MCT subsidiary and Seller financial statements (“Financial Statements”) (where such costs do not serve any other customer and intercompany charges, but including necessary overhead) shall be borne equally between MCT subsidiary and Seller on one hand and Buyer on the other hand and paid by Buyer following the receipt of a cost report of the respective month provided by Seller; however with a cost limitation amounting and cumulated to Euro 500,000 for Buyer. The proceeds deriving from the supply agreement with Gemalto shall be entered into the Financial Statements of MCT subsidiary and Seller and shall reduce the cost for performing the services for Gemalto.


 



Nevertheless, during the Transition Phase, MCT subsidiary may serve not only Gemalto supply agreement, but also other customers (if permitted pursuant to Section 7.2 above), in which case MCT subsidiary and Seller shall bear all costs and shall have the rights to all revenues in connection with such other customers.







In case that Buyer assumes the supply agreement with Gemalto and Gemalto has agreed to the assumption, Seller guarantees that all products to be supplied under this supply agreement have a gross profit margin. Further on the Parties have to agree in coordination with Gemalto on the date to which the assumption shall be effected, but in any case not before the Closing Date.







Buyer does not assume warranty and guarantee liabilities for products shipped prior to the date the assumption becomes effective.







 





	
7.13. 

	
All title (free of third party rights) of all Sold Assets including the Sold Assets of Group 1, and 3 shall be transferred (free of third party rights) to Buyer on the Closing Date automatically. The title of the Sold Assets of Group 2 shall pass to Buyer after approval of Gemalto and/or Oberthur Card System (subject to Section 7.3 above), but in any case by the end of March 2011 at the latest.











 




  





12











  






 



	
7.14.

	
Seller guarantees additionally:













	
  

	
7.14.1

	
To deliver and ship the A-Assets in the technical and functional state as documented and evaluated during the Specification Process in the Asset Status subject to sub-section 7.8 above, and subject to ordinary wear and tear. If this is not the case for the said assets, Seller shall be obliged to repair such defective assets and/or substitute such missing assets before delivery to Buyer to return it to be in the same condition as documented in the Asset Status subject to ordinary wear and tear. If Seller fails to comply with this obligation with regard to A-Assets, Buyer shall be entitled to reduce the purchase price according to respective Book Value;













	
  

	
7.14.2

	
To deliver and ship all other assets (not A-Assets) in the same "as-is" condition as documented in the Asset Status, subject to normal wear and tear. If this is not the case for the said assets, Seller shall be obliged to repair such defective assets and/or substitute such missing assets before delivery to Buyer to return it to be in the same condition as documented in the Asset Status. In case Seller fails to comply with this obligation with regard to said assets, Buyer shall be entitled to reduce the purchase price according to Book Value.













	
7.15.

	
For the avoidance of doubt, Buyer shall not be entitled to receive any rent, license or other fee with regards to the Sold Assets (Group 1, Group 2 and Group 3) still in possession of MCT subsidiary or Seller during the Transition Phase.













	
7.16.

	
Seller's obligations hereunder regarding pack and ship of the Sold Assets shall be to a production location named by Buyer. Buyer reserves the right to alter or amend its direction between Closing Date and shipping date at any time. The packing costs shall be borne by Seller solely. The shipping cost shall be shared 50/50 between Seller and Buyer until final destination.













	
7.17.

	
The Parties shall schedule the transfer of the Sold Assets as soon as practicable due to the time schedule outlined in this Article 7 in order to minimize the business impact on both Parties.







 




  





13











  






 


Article 8 Representation and Warranties of Buyer


 



	
8.1

	
Buyer will have prior to the Closing Date sufficient funds to enable it to consummate the transactions contemplated herein and comply with its financial undertakings.







 



	
8.2

	
No Person has acted, directly or indirectly, as a broker, finder or financial advisor for the Buyer or to Buyer's knowledge to SMARTRAC Group in connection with the transactions contemplated by this Agreement that would result in the obligation of Seller to pay any finder’s fee, brokerage fee, commission or similar payment in connection with the transactions contemplated hereby.







 


Article 9 Closing Date








	
9.1.

	
“Closing Date” shall be the date on signing of this APA.













	
9.2

	
The Parties confirm that no closing conditions are required.







 


Article 10 Covenants








	
10.1.

	
From the Closing Date on, Seller shall cause MCT subsidiary to conduct and shut down the Business according to the Shut-Down Concept with due care of a prudent businessman and in the ordinary course, consistent with past practice, and use its best efforts to protect the Sold Assets from any damage or casualty loss, preserve intact the business organization of the Business and its relationships with third parties subject to MCT Shenzhen’s ability to do so under the circumstances of  its expected shut-down.













	
10.2.

	
From the Closing Date until the earlier of (i) designation of Buyer’s representative according to Section 7.4 above, or (ii) the shut-down of MCT subsidiary, Seller and MCT subsidiary shall promptly inform Buyer of all events or circumstances which, if existing or known on the Closing Date, would have been reasonably required to be disclosed to Buyer pursuant to Section 6.13 above.













	
10.3.

	
Seller shall comply and shall cause MCT subsidiary to comply with all necessary additional requirements and sign all additional documents, if necessary; e.g. to transfer of patents and trademarks immediately after the Closing Date and at any time upon request of Buyer and comply with all governmental and other regulations in order to effect the proper transfer of all Sold Assets including the Intellectual Property Rights pursuant to Section 2.2.2. and effect the registration of Buyer at the respective Patents and Trade Mark organizations. Buyer shall bear all costs and expenses relating to the transfer of Intellectual Property Rights.














  





14











  











Article 11 Non-Compete








	
11.1.

	
For a period of five years after the Closing Date, Seller shall not in any part of the world directly or indirectly, engage or invest in, own, manage, operate, finance or control, or participate in the ownership, management, operation, finance of, be employed by, associated with or in any manner connected with any business, group, entity and enterprise engaging in (i) the production of transponder using wire embedded technology, and/or (ii) wire embedded dual interface technology, and/or (iii) the production of Machinery as produced by MCT subsidiary prior to the date hereof (hereinafter “Special Business”), and/or (iv) render services or advice relating to the Special Business to any entity. However, the following activities shall be exempted from the covenant not to compete:













	
  

	
a)

	
The acquisition of a non-controlling interest in an entity engaged in the Special Business, not exceeding five percent of the capital and votes; or













	
  

	
b)

	
The acquisition of any business or any interest in an entity or group (exceeding 5% of the capital and votes) provided that the turnover of the Special Business in the total turnover of such entity or business in the fiscal year preceding the acquisition did not exceed 25% of the aggregate turnover of the acquired business, entity or group.












In case of an engagement of Seller in the Special Business, (i) Buyer does not waive rights in pursuing its license rights, and/or any exclusivity arrangements in place with Seller and, (ii) no implied license right and/or exclusivity arrangement is being granted to such Special Business as a result of such engagement. Any failure to act by Buyer does equally not imply the grant of a right derived from its intellectual property or the waiver of any exclusivity arrangements.








	
11.2.

	
Seller acknowledges that the restrictions contained in this Article 11 are fair and reasonable. If, at the time of enforcement of any provision of this Article 11, a court or other tribunal shall hold that the restrictions therein are unreasonable or unenforceable under circumstances then existing, the Parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area.













	
11.3.

	
In the event of any breach by Seller of any of the provisions of this Article 11, money damages may be inadequate and Buyer would have no adequate remedy at law. Accordingly, notwithstanding anything to the contrary contained in this APA, the Parties agree that Buyer shall have the rights, in addition to any other rights and the obligations under this Article 11, to seek an adequate remedy for such breach, in any court having jurisdiction over the matter, not only by an action for damages but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Article 11.














  





15











  












	
Article 12 Limitation Period












The indemnification obligation by Seller pursuant to Article 4 expires five years after the Closing Date.







All other claims of SMARTRAC Group and/or Buyer arising under this APA shall become time-barred upon expiration of a period of 1 year after final installment according to Section 3.2., except as set forth in Article 11 (subject to the limitation therein).


 



Article 13 Undertaking





 



	
13.1.

	
Seller shall not directly or indirectly challenge all and any worldwide wire embedding related intellectual property rights related to inlay production of SMARTRAC Group existing as of the Closing Date, unless in response to a claim made by a member of the SMARTRAC Group.







 



	
13.2.

	
The Parties confirm that they already withdrew finally and irrevocably “with prejudice” all legal proceedings pursuant to Section 2.1 until 2.7 of the Agreement dated September 15th, 2009. The Parties, on behalf of themselves and their affiliates, predecessors, successors, assigns, executors, administrators, and each of their past, present and future officers, directors, employees, parents, subsidiaries, divisions, representatives, shareholders, trustees and agents, hereby release, waive, relinquish, renounce, and discharge each Party, and all of their affiliates, predecessors, successors, assigns, executors, administrators, and each of their past, present and future officers, directors, employees, parents, subsidiaries, divisions, representatives, shareholders, trustees and agents, and direct or indirect customers and vendors to the extent that claims arise from their use or resale of Parties products the use thereof from any and all claims, whether known or unknown, actions, suits, causes of action, liabilities, or controversies, that arise out of or are related to past-patent infringement claims prior to the Closing Date or resulting from activities agreed between the Parties until the shut-down of MCT subsidiary.









 



	
13.3. 

	

Notwithstanding Section 13.2 above, SMARTRAC Group will tolerate and will cause any other entity within SMARTRAC Group not to take any legal proceeding against any member of OTI Group with regard to the use of the existing wire embedded machines sold by OTI Group to the **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** ("JV OTI/ **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** ") during the period commencing January 1, 2005 through December 31, 2006 based on following conditions:










 






	 	
· 

	
The machines are owned by the JV OTI/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. These machines must not be sold to third parties within or outside of China;









 




	 	
· 

	
The machines are being used for the production of Chinese government products These products must not be sold or transferred outside of China;









 




	 	
· 

	
SMARTRAC thus is giving no licence to the OTI/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** JV and there will be no public acknowledgement concerning any tolerance as specified above;









 




	 	
· 

	
SMARTRAC reserves the right to challenge the use of the machines if one of the aforementioned conditions is not fulfilled;









 




	 	
· 

	
SMARTRAC shall provide remunerated services to the machines owned by the JV OTI/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**, if requested so;









 




	 	
· 

	
OTI and MCT shall have the right to continue its activity within the framework of the JV OTI/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** and OTI and MCT activity in the framework of the JV OTI/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** shall not be deemed a breach of its non competition obligation under this Agreement.









 







	
Article 14 Law and Jurisdiction










 



	
14.1.

	
Each Party to this APA hereby agrees and specifies that this APA shall be governed by and construed under the laws of the State of Delaware in the United States of America, without regard to principles of conflicts of laws and further agrees and specifies that such Party shall be subject to the jurisdiction of the courts of Delaware.







 



	
14.2.

	
Buyer may be served with legal process c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904 Delaware or at such Party’s address set forth above or if different, at the principal office of the Party wherever that office may be in the world at the time such service is made or attempted to be made, or at whatever address is permitted by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial Matters.







 




  





16











  






 



	
14.3.

	
Seller may be served with legal process c/o OTI America, Inc. 111 Wood Ave. South, Suite 105, Iselin, New Jersey 08830 or at such Party’s address set forth above or if different, at the principal office of the Party wherever that office may be in the world at the time such service is made or attempted to be made, or at whatever address is permitted by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial Matters.







 



	
14.4.

	
Each of the Parties commits to maintain the appointment of said agent of process for at least ten years from the Closing Date.










 





Article 15 Contradiction





 


This APA shall govern the subject matter thereof and supersedes the Agreement and the First Amendment in all respects and on the Closing Date the Agreement and the First Amendment shall be null and void with no further force and effect (except for the reference made herein).





 





Article 16 Miscellaneous





 



	
16.1.

	
Any changes or amendments to this agreement including any changes or amendments to this provision shall be in written form in order to be valid and binding.










 



	
16.2.

	
Any publication with regard to this APA and the Supply Agreement not yet made shall be mutually agreed and coordinated by the Parties.







 



	
16.3.

	
If a provision of this agreement is or becomes wholly or partially invalid, the validity of the remaining provisions of this agreement shall not be affected. The invalid provision shall be deemed to be replaced by a statute tolerable feasible provision which economically most closely reflects the purpose of the invalid provision. The same applies in the event that the agreement contains any omissions.







 



	
16.4

	
All notices and other communications under this APA (except for those required pursuant to Section 7.2.2 above) shall be in writing and shall be given or made by delivery in person (and shall be deemed to have been duly given upon such delivery), by overnight courier service (and shall be deemed to have been duly given two Working Days after delivery to the courier service), by facsimile (and shall be deemed to have been duly given after transmission in full with electronic confirmation of transmission if delivered during recipient’s business hours, or on the next Working Day if delivered after recipient’s business hours), or by registered or certified mail (postage prepaid, return receipt requested) (and shall be deemed to have been duly given five Working Days after delivery to the mail service) to the respective parties at the following addresses (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

















  





17











  






 


If to Seller:


 


On Track Innovations Ltd.


 


Z.H.R. Industrial Zone, Rosh Pina 12000, ISRAEL


 


Tel: +972-4-686-8000


 


Fax: +972-4-693-8887


 


Attn.: Oded Bashan, Chairman and CEO


 


With a copy to:





 


Zysman, Aharoni, Gayer & Ady Kaplan & Co. Law offices





 


Beit Zion, 41-45 Rothchild Blvd., Tel Aviv 65784, Israel





 


Tel: +972-3-7955555





 


Fax: +972-3-7955550





 


Attn.: Eran Ben Dor, Attorney at Law





 





If to Buyer or SMARTRAC Group, to:




 


SMARTRAC N.V.


 


Strawinskylaan 851


 


1077 XX Amsterdam


 


The Netherlands


 


Phone: +31 20 30 50 150


 


Fax: +31 20 30 50 155


 


Attn.: Dr. Christian Fischer (CEO), Manfred Rietzler (CTO)










  





18











  






 


With a copy to:





 


Legal Department of SMARTRAC Group


 


c/o SMARTRAC Technology GmbH, Albstrasse 14, 70597 Stuttgart, Germany


 


Tel: +49 (711) 656926176


 


Fax: +49 (711) 65692611


 


Attn.: Ruediger von Knebel, General Counsel




 



This Agreement may be executed in multiple counterparts, each of which when executed and delivered, shall be deemed an original, but all of which shall constitute one and the same instrument.









IN WITNESS WHEREOF, the Parties have caused this APA to be executed by their respective officers thereunto duly authorized, as of the date first written above.


 



	 	SMARTRAC Singapore Trading PTE. 

 



By: /s/ Christian Uhl




 



Printed Name: Christian Uhl




 



Printed Title: CFO


 




MILENNIUM CARD ́s TECHNOLOGY LIMITED,








By:  /s/ Guy Shafran




 



Printed Name: Guy Shafran





 


Printed Title: President


 






ON TRACK INNOVATIONS LTD.






 



By: /s/ Oded Bashan





 


Printed Name: Oded Bashan






 


Printed Title: CEO


 



By: /s/ Tanir Horn


 


Printed Name: Tanir Horn


 


Printed Title: CFO













 




  





19











  






 


SMARTRAC GUARENTEE


 


In reference to a certain Asset Purchase Agreement, dated as of December 22nd, 2009, (the “APA”), by and between Millennium Card ́s Technology Limited, a Hong Kong corporation and On Track Innovations Ltd. on the one hand, and SMARTRAC Singapore Trading PTE, a Singapore corporation on the other hand, SMARTRAC N.V. hereby guarantees the fulfillment of the obligations, covenants and warranties of entities within SMARTRAC Group (as such term is defined in the APA) pursuant to the APA.


 



	 	SMARTRAC N.V. 







By:  /s/ Dr. Christian Fischer





 


Printed Name: Dr. Christian Fischer


 


Printed Title: CEO


 



By:  /s/ Manfred Rietzler


 


Printed Name: Manfred Rietzler


 


Printed Title: CTO











 




  





20











  






 


Attachment 2.2.1                                           List of tangible assets


 




	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  
	
3

	
A

	
Other equipment

	
Fully Operational

	
Server

	
MCT-10125

	
MCTSZCO010

	
06/04/25-15

	
1

	  
	
3

	
A

	
Other equipment

	
Fully Operational

	
Small Power Generator

	
MCT-10126

	
MCTSZOF243

	
06/03/31-22

	
1

	  
	
3

	
A

	
Other equipment

	
Fully Operational

	
UPS - Spare power source

	
MCT-10124

	
MCTSZOF025

	
06/03/31-23

	
1

	  
	
3

	
A

	
Other equipment

	
Fully Operational

	
Air Compressing machine

	
MCT-10122

	
MCTSZOF244

	
06/03/31-24

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Long Oven-Dryer

	
MCT-10244

	
MCTSZOF494

	
06/11/30-40

	
1

	  
	
3

	
A

	
Machinery

	
Fully Operational

	
Special Punching machine -Old

	
MCT-10127

	
MCTSZOF675

	
07/08/30-52

	
1

	  
	
3

	
A

	
Other equipmen(OTC)

	
Fully Operational

	
UPS - Spare power source

	
MCT-10130

	
MCTSZOF651

	
07/06/30-47

	
1

	  
	
3

	
A

	
Other equipmen(OTC)

	
Fully Operational

	
Air Compressing machine

	  	
MCTSZOF652

	
07/06/30-51

	
1

	  
	
3

	
A

	
Other equipmen(OTC)

	
Fully Operational

	
Nitrogenous Generator

	
MCT-10131

	
MCTSZOF681

	
07/07/31-33

	
1

	  
	
3

	
A

	
Other equipmen(OTC)

	
Fully Operational

	
UPS - Spare power source

	
MCT-10129

	
MCTSZOF729

	
07/12/31-51

	
1

	  
	
3

	
A

	
Other equipment

	
Fully Operational

	
Big Power Generator

	
MCT-10121

	
MCTSZOF730

	
07/12/31-52

	
1

	  
	
3

	
A

	
Other equipmen(OTC)

	
Fully Operational

	
Refrigerator room

	
MCT-10128

	
MCTSZOF618

	
07/05/26-32

	
1

	  
	
3

	
C

	
Other equipment

	
Fully Operational

	
Air Compressing machine

	
MCT-10123

	  	  	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO001

	
06/03/31-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO002

	
06/03/31-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO003

	
06/03/31-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO004

	
06/03/31-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO005

	
06/03/31-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO005

	
06/03/31-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO006

	
06/03/31-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	
MCTSZCO008

	
06/03/31-27

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
IBM-computer

	  	
MCTSZCO009

	
06/04/25-15

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO011

	
06/04/30-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO012

	
06/04/30-29

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO013

	
06/04/30-30

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO014

	
06/04/30-31

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO015

	
06/04/30-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO016

	
06/04/30-33

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO017

	
06/04/30-34

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO018

	
06/04/30-35

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO019

	
06/04/30-36

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO020

	
06/04/30-37

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO056R

	
06/05/19-6

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO042R

	
06/05/19-7

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO021

	
06/05/26-14

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
1/12







 




  





  











  




 





	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO022

	
06/05/26-14

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO023

	
06/05/26-14

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO024

	
06/05/26-14

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO025

	
06/05/26-14

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO026

	
06/05/26-14

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO027

	
06/05/26-14

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO028

	
06/05/26-14

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO029

	
06/05/26-14

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO030

	
06/05/26-14

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO031

	
06/06/28-35

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO032

	
06/06/28-35

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO033

	
06/06/28-35

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO034

	
06/06/28-35

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO035

	
06/06/28-35

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO036

	
06/06/28-35

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO037

	
06/06/28-35

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO038

	
06/06/28-35

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO039

	
06/06/28-35

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO040

	
06/06/28-35

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO057

	
06/07/31-49

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	
MCTSZCO058

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO059

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO060

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO063

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO064

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO065

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO066

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO061

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO062

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO068

	
06/10/24-6

	
1

	  
	
3

	
B

	
Office

	
Broken and cannot be fixed

	
computer

	  	
MCTSZCO069

	
06/11/27-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO070

	
06/12/31-40

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO071

	
06/12/31-40

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO072

	
07/04/30-43

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	
MCTSZCO073

	
07/04/30-43

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
2/12







 




  





  











  




 





	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO074

	
07/04/30-43

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO075

	
07/04/30-43

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO076

	
07/04/30-43

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO077

	
07/05/31-41

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO078

	
07/05/31-41

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	  	
MCTSZCO079

	
07/05/31-41

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO080

	
07/05/31-41

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO103

	
07/08/30-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO104

	
07/08/30-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO105

	
07/08/30-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO106

	
07/09/30-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO107

	
07/09/30-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO108

	
07/10/31-30

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO109

	
07/10/31-30

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO110

	
07/11/30-57

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO111

	
08/09/30-36

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO112

	
08/09/30-36

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
computer

	  	  	
MCTSZCO113

	
08/09/30-36

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO114

	
08/10/31-43

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO115

	
08/10/31-43

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO116

	
08/11/30-33

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO081

	
07/05/26-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO082

	
07/05/26-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO083

	
07/05/26-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO084

	
07/05/26-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO085

	
07/05/26-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO086

	
07/05/26-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO087

	
07/05/26-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO088

	
07/05/26-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO089

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO090

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO091

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO092

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO093

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO094

	
07/08/20-13

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
3/12







 




  





  











  




 





	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO095

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO096

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO097

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO098

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO099

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
display

	  	  	
MCTSZCO100

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
display

	  	  	
MCTSZCO101

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
computer

	  	  	
MCTSZCO102

	
07/08/20-13

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
electrograph

	  	  	
MCTSZOF179R

	
06/03/24-7

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
tv

	  	  	
MCTSZOF181

	
06/03/24-7

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
cold store

	  	  	
MCTSZOF209

	
06/04/30-27

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
washing machine

	  	  	
MCTSZOF210

	
06/04/30-27

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
electrograph

	  	  	
MCTSZOF180

	
06/05/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	  	
MCTSZOF177

	
06/05/31-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	  	
MCTSZOF205

	
06/05/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	  	
MCTSZOF207

	
06/05/31-34

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
car

	  	  	
MCTSZOF248R

	
06/06/21-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
car

	  	  	
MCTSZOF249R

	
06/06/21-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
car

	  	  	
MCTSZOF250R

	
06/06/21-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
car

	  	  	
MCTSZOF251R

	
06/06/21-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
tangent

	  	  	
MCTSZOF254R

	
06/06/21-20

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
copying machine

	  	  	
MCTSZOF342

	
06/06/27-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF296

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF297

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF299

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF300

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF308

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF309

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF310

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF311

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF312

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF313

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF314

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF315

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF316

	
06/06/27-32

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
4/12







 




  





  











  






 



	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF317

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF318

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF319

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF320

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF321

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF322

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF323

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF324

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF334

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF326

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF327

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF328

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF329

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF331

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF332

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
book shelf

	  	  	
MCTSZOF333

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
sofa

	  	  	
MCTSZOF303

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
sofa

	  	  	
MCTSZOF304

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting desk

	  	  	
MCTSZOF292

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting desk

	  	  	
MCTSZOF293

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting desk

	  	  	
MCTSZOF294

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting desk

	  	  	
MCTSZOF295

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
tv

	  	  	
MCTSZOF340

	
06/06/28-40

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
tv

	  	  	
MCTSZOF341

	
06/06/28-40

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
water heater

	  	  	
MCTSZOF360R

	
06/07/20-35

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
water heater

	  	  	
MCTSZOF364R

	
06/07/31-46

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF365R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF366R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF367R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF368R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF369R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF370R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF371R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF372R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF373R

	
06/07/31-47

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
5/12







 




  





  











  








 



	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 






	
Group

	
Imp.

	
MCT Category

	
Machine status

	NAME	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	Qty.
	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF374R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF375R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF376R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF377R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF378R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF379R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF380R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF381R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF382R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF383R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF384R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF385R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF386R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF387R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF388R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF389R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF390R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF391R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF392R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF393R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF394R

	
06/07/31-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Switch

	  	  	
MCTSZOF395R

	
06/07/31-49

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	  	
MCTSZOF447

	
06/09/13-9

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	  	
MCTSZOF448

	
06/09/13-9

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
water machine

	  	  	
MCTSZOF469

	
06/10/27-22

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
high shelf

	  	  	
MCTSZOF485

	
06/11/23-15

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
high shelf

	  	  	
MCTSZOF486

	
06/11/23-15

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
high shelf

	  	  	
MCTSZOF487

	
06/11/23-15

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF488

	
06/11/23-15

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Cleaner

	  	  	
MCTSZOF489

	
06/11/30-36

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	  	
MCTSZOF491

	
06/11/30-39

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Air conditioner

	  	  	
MCTSZOF682

	
07/07/31-40

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Air conditioner

	  	  	
MCTSZOF683

	
07/07/31-40

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Air conditioner

	  	  	
MCTSZOF684

	
07/07/31-40

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	  	
MCTSZOF491

	
07/04/30-38

	
1

	  








 



	
Attach.2.2.1 Other Equipm(MCT)

	
6/12







 




 





 











 








 



	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 





	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Switch

	  	  	
MCTSZOF616

	
07/05/14-17

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Switch

	  	  	
MCTSZOF617

	
07/05/14-17

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
copying machine

	  	  	
MCTSZOF625

	
07/06/30-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
printer

	  	  	
MCTSZOF626

	
07/06/30-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Switch

	  	  	
MCTSZOF627

	
07/06/30-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Cleaner

	  	  	
MCTSZOF628

	
07/06/30-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Cleaner

	  	  	
MCTSZOF629

	
07/06/30-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
cold store

	  	  	
MCTSZOF630

	
07/06/30-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Carbinet

	  	  	
MCTSZOF631

	
07/06/30-29

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Carbinet

	  	  	
MCTSZOF632

	
07/06/30-29

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
clothes stand

	  	  	
MCTSZOF633

	
07/06/30-29

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
clothes stand

	  	  	
MCTSZOF634

	
07/06/30-29

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
refrigeratory

	  	  	
MCTSZOF638

	
07/06/30-47

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF709

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF710

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF711

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF712

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF713

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF714

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF715

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF716

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF717

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF718

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF719

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
skin chair

	  	  	
MCTSZOF720

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting chair

	  	  	
MCTSZOF722

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting chair

	  	  	
MCTSZOF723

	
07/11/30-56

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Desk

	  	  	
MCTSZOF724

	
07/11/30-56

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Steel Workbench

	  	  	
MCTSZOF120R

	
06/03/09-1

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
product line

	  	  	
MCTSZOF121R

	
06/03/09-1

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF136R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF137R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF138R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF139R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF140R

	
06/03/31-19

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
7/12







 




  





  











  






 



	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF141R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF142R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF143R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF144R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF145R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF146R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF147R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF148R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF149R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF150R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF151R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF152R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF153R

	
06/03/31-19

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Switch

	  	  	
MCTSZOF242

	
06/03/31-21

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cleaner

	  	  	
MCTSZOF027

	
06/04/10-2

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cooling machine

	  	  	
MCTSZOF028R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cutting machine

	  	  	
MCTSZOF029R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Dripping machine

	  	  	
MCTSZOF030R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF130R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF131R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF132R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF133R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF134R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF135R

	
06/04/30-22

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Product line component

	  	  	
MCTSZOF121R

	
06/05/31-16

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cooling machine

	  	  	
MCTSZOF040R

	
06/05/31-17

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Oven

	  	  	
MCTSZOF240

	
06/05/31-30

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF298

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF301

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF325

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF330

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF302

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF289

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF290

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF291

	
06/06/27-32

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
8/12







 




  





  











  






 



	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF305

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Cabinet

	  	  	
MCTSZOF306

	
06/06/27-32

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Cabinet

	  	  	
MCTSZOF307

	
06/06/27-32

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Stress machine

	  	  	
MCTSZOF261R

	
06/06/28-34

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF353R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF354R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF355R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF356R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF348R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF349R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF350R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF351R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF352R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF358R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF359R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cutting machine

	  	  	
MCTSZOF434

	
06/09/30-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF470

	
06/10/31-27

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF471

	
06/10/31-27

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF472

	
06/10/31-27

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
shelf

	  	  	
MCTSZOF473

	
06/10/31-27

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF483

	
06/11/23-15

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF484

	
06/11/23-15

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Packing machine

	  	  	
MCTSZOF490

	
06/11/30-36

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Coarseness instrument

	  	  	
MCTSZOF611

	
07/5/31-32

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Balance

	  	  	
MCTSZOF613

	
07/6/30-25

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Save

	  	  	
MCTSZOF739

	
08/07/31-24

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Packing Bench

	  	  	
MCTSZOF740

	
08/08/31-30

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Scrapping machine

	  	  	
MCTSZOF741

	
08/10/31-24

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Punching moudle

	  	  	
MCTSZOF228R

	
06/05/19-6

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Shelf

	  	  	
MCTSZOF229R

	
06/05/19-6

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Smooth machine

	  	  	
MCTSZOF241

	
06/05/31-28

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Smooth machine

	  	  	
MCTSZOF256

	
06/06/15-5

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cutting machine

	  	  	
MCTSZOF257

	
06/06/15-5

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Smooth machine

	  	  	
MCTSZOF246R

	
06/06/21-20

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Smooth machine

	  	  	
MCTSZOF247R

	
06/06/21-20

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
9/12







 




  





  











  






 



	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Smooth machine

	  	  	
MCTSZOF252R

	
06/06/21-20

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cleaner

	  	  	
MCTSZOF343R

	
06/06/28-34.

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cutting machine

	  	  	
MCTSZOF218

	
06/06/28-36

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cutting machine

	  	  	
MCTSZOF219

	
06/06/28-37

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Hygroscopic machine

	  	  	
MCTSZOF357R

	
06/07/20-42

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF501R

	
06/12/31-36

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF502R

	
06/12/31-36

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF503R

	
06/12/31-36

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
aiguille

	  	  	
MCTSZOF547

	
07/01/31-28

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Balance

	  	  	
MCTSZOF612

	
07/06/30-25

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Jaw cart

	  	  	
MCTSZOF731

	
07/12/31-70

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cover

	  	  	
MCTSZOF619

	
07/06/30-18

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cover

	  	  	
MCTSZOF620

	
07/06/30-18

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Hygroscopic machine

	  	  	
MCTSZOF621

	
07/06/30-26

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Hygroscopic machine

	  	  	
MCTSZOF622

	
07/06/30-26

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Hygroscopic machine

	  	  	
MCTSZOF623

	
07/06/30-26

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Cleaner

	  	  	
MCTSZOF624

	
07/06/30-26

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
nitrogenous carbinet

	  	  	
MCTSZOF635

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
nitrogenous carbinet

	  	  	
MCTSZOF636

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
nitrogenous carbinet

	  	  	
MCTSZOF637

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
Cooling machine

	  	  	
MCTSZOF639

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF640

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF641

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF642

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF643

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF644

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF645

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF646

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF647

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF648

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF649

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Transformer

	  	  	
MCTSZOF650

	
07/06/30-47

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
nitrogenous carbinet

	  	  	
MCTSZOF653

	
07/06/30-51

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF654

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF655

	
07/07/31-28

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
10/12







 




  





  











  






 



	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF656

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF657

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF658

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF659

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF660

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF661

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF662

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF663

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF664

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF665

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF666

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF667

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF668

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF669

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF670

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF671

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF672

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF673

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF674

	
07/07/31-28

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (cold store)

	  	  	
MCTSZOF676

	
07/07/31-28

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (cold store)

	  	  	
MCTSZOF677

	
07/07/31-28

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF678

	
07/07/31-28

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF679

	
07/07/31-28

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
garbage bin

	  	  	
MCTSZOF680

	
07/07/31-28

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (cold store)

	  	  	
MCTSZOF690

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (cold store)

	  	  	
MCTSZOF691

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (cold store)

	  	  	
MCTSZOF692

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (cold store)

	  	  	
MCTSZOF693

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (cold store)

	  	  	
MCTSZOF694

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (cold store)

	  	  	
MCTSZOF695

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF696

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF697

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF698

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF699

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF700

	
07/09/30-44

	
1

	  





 



	
Attach.2.2.1 Other Equipm(MCT)

	
11/12







 




  





  











  






 



	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Other Equipment MCT


	
between MCT, OTI and SMARTRAC

	  





 



	
Group

	
Imp.

	
MCT Category

	
Machine status

	
NAME

	
STM Asset No.

	
MCT Asset No.

	
Ser. No/Ident.No.

	
Qty.


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF701

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF702

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
shelf (store)

	  	  	
MCTSZOF703

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
desk

	  	  	
MCTSZOF704

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
desk

	  	  	
MCTSZOF705

	
07/09/30-44

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Ultrasonic cleaning machine

	  	  	
MCTSZOF707

	
07/11/30-43

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF708

	
07/11/30-43

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Desk

	  	  	
MCTSZOF721

	
07/11/30-56

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting chair

	  	  	
MCTSZOF732

	
07/12/31-66

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting chair

	  	  	
MCTSZOF733

	
07/12/31-66

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
meeting chair

	  	  	
MCTSZOF734

	
07/12/31-66

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
chair

	  	  	
MCTSZOF735

	
07/12/31-66

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
desk

	  	  	
MCTSZOF736

	
07/12/31-66

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
nitrogenous carbinet

	  	  	
MCTSZOF726

	
07/12/31-66

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
nitrogenous carbinet

	  	  	
MCTSZOF727

	
07/12/31-66

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
nitrogenous carbinet

	  	  	
MCTSZOF728

	
07/12/31-66

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
vacuum pump

	  	  	
MCTSZOF737

	
08/01/31-14

	
1

	  
	
3

	
B

	
Other equipment

	
Fully Operational

	
electrical machine

	  	
MCT-10121

	
MCTSZOF738

	
08/01/31-15

	
1

	  
	
3

	
B

	
Other equipmen(OTC)

	
Fully Operational

	
Spectrum machine

	  	  	
MCTSZEL001

	
06/04/30-26

	
1

	  
	
3

	
B

	
Office

	
Fully Operational

	
Hygroscopic machine

	  	  	
MCTSZOF339R

	
06/06/28-37

	
1

	  
	
3

	
B

	
all removable fixtures

	
Fully Operational

	
located at SZ site

	  	  	  	  	
1

	  






 



	
Attach.2.2.1 Other Equipm(MCT)

	
12/12







 






  





  











  




 






	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Module Line OTI


	
between MCT, OTI and SMARTRAC

	  







 




	  	  	  	
MCT Asset

	  	  	  	  	
New Asset


	
Group

	
Imp.

	
Category

	
No./location

	
Machine status

	
Name

	
Type

	
Qty.

	
Number


	  	  	  	 	  	  	  	  	
 


	
1

	
A

	
Machinery (OTC)

	
OTISZME029

	
Fully Operational

	
Scienscope View-X X-Ray Imagine & Inspection System

	  	
1

	
MCT-10081


	
1

	
A

	
Machinery (OTC)

	
OTISZME032

	
Fully Operational

	
NIKON MM-800 Measuring Microscope

	  	
1

	
MCT-10082


	
1

	
A

	
Machinery (OTC)

	
OTISZME039

	
Fully Operational

	
SFT9200 Fluorescent X-Ray Coating Thickness Gauge

	  	
1

	
MCT-10083


	
1

	
A

	
Machinery (OTC)

	
OTISZME040

	
Fully Operational

	
DageSeries-4000 Bondtester

	  	
1

	
MCT-10087


	
1

	
A

	
Machinery (OTC)

	
OTISZME034

	
Fully Operational

	
Thermal Shock Chamber

	  	
1

	
MCT-10117


	
1

	
A

	
Machinery (OTC)

	
OTISZME035

	
Fully Operational

	
Programmable Temperature/Humidity Camber

	  	
1

	
MCT-10116


	
1

	
A

	
Machinery (OTC)

	
OTISZME036

	
Fully Operational

	
Salt Sprat Tester

	  	
1

	
MCT-10115


	
1

	
A

	
Machinery (OTC)

	
OTISZME041

	
Fully Operational

	
Pressure Cook Tester

	  	
1

	
MCT-10114


	
1

	
A

	
Machinery (OTC)

	
OTISZME038

	
Fully Operational

	
Port View 300CNC

	  	
1

	
MCT-10084


	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Muhlbauer Service & Parts (*1)

	  	
1

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME033

	
Fully Operational

	
Precticle counter

	  	
1

	
MCT-10085


	
1

	
A

	
Machinery (OTC)

	
OTISZME037

	
Fully Operational

	
Anti static machines

	  	
1

	
MCT-10281


	
1

	
A

	
Machinery (OTC)

	
OTISZME042

	
Fully Operational

	
NIKON SMZ645

	  	
1

	
MCT-10086


	
1

	
A

	
Machinery (OTC)

	
OTISZME031

	
Fully Operational

	
NIKON Microscope

	  	
1

	
MCT-10088


	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Board exchange (**2)

	  	
1

	  
	
1

	
A

	
Machinery (OTC)

	
0071

	
Only parts or frame

	  	
PCB (RAM Board)

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
’0034

	
Only parts or frame

	  	
SOLENOID V/V(Ejector)

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME013

	
Fully Operational

	
Die Bonder 2008

	
Die Bonding M/C

	
1

	
MCT-10091


	
1

	
A

	
Machinery (OTC)

	
0052-1

	
Only parts or frame

	  	
Force Control Bond Head Belt

	
10

	  
	
1

	
A

	
Machinery (OTC)

	
0052-2

	
Only parts or frame

	  	
5-PHASE MOTOR

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
0054

	
Only parts or frame

	  	
EXPANSION MOTOR DIGT ENC

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
0053

	
Only parts or frame

	  	
PCB SENSOR LOGK

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
0057

	
Only parts or frame

	  	
EXPANSION PART(CAPA’)

	
7

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
(Disense Nozzle)

	
17

	  
	
1

	
A

	
Machinery (OTC)

	
F3D-02-01

	
Only parts or frame

	  	
FIBER CABLE

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
F3D-02-01

	
Only parts or frame

	  	
TOGLE SWITCH(BUFFER)

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
’0071

	
Only parts or frame

	  	
PCB W COMP VCPUOODE 16MHZ

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
’0065

	
Only parts or frame

	  	
BELT TOOTHED 10T 2.5/285

	
5

	  
	
1

	
A

	
Machinery (OTC)

	
’0068

	
Only parts or frame

	  	
BELT TOOTHED

	
5

	  
	
1

	
A

	
Machinery (OTC)

	
’0063

	
Only parts or frame

	  	
Z-BELT 10T/2.5/177.5

	
4

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME014

	
Fully Operational

	
Part of Die Bonder

	
Curing System M/C

	
1

	
MCT-10092


	
1

	
A

	
Machinery (OTC)

	
OTISZME017

	
Fully Operational

	
Wire Bonder

	
Wire Bonding M/C

	
1

	
MCT-10093


	
1

	
A

	
Machinery (OTC)

	
OTISZME015

	
Fully Operational

	
Wire Bonder

	
Wire Bonding M/C

	
1

	
MCT-10094


	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
EFO

	
9

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
Heater Block

	
11

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME016

	
Fully Operational

	
Wire Bonder

	
Wire Bonding M/C

	
1

	
MCT-10095


	
1

	
A

	
Machinery (OTC)

	
’0072

	
Only parts or frame

	
Spare Part

	
PCB DRIVER INDEX CLAMPS

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME018

	
Only parts or frame

	
Part of Encapsulation M/C

	
Curing System M/C

	
1

	
MCT-10096


	
1

	
A

	
Machinery (OTC)

	
OTISZME018

	
Only parts or frame

	
Encapsulation

	
Automatic Chip Encapsulation M/C

	
1/2

	
MCT-10097


	
1

	
A

	
Machinery (OTC)

	
OTISZME018

	
Only parts or frame

	
Part of_Encapsulation M/C

	
Spool

	
1

	
MCT-10098


	
1

	
A

	
Machinery (OTC)

	
OTISZME018

	
Only parts or frame

	
Spare Parts

	
MEASURE THICKNESS PAD

	
1

	
MCT-10100


	
1

	
A

	
Machinery (OTC)

	
0034

	
Only parts or frame

	  	
SOLENOID V/V

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
PISTON

	
12

	  
	
1

	
A

	
Machinery (OTC)

	
0036

	
Only parts or frame

	  	
DEEPGROOVE BALL BEARING

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
F3D-02-01

	
Only parts or frame

	  	
HEAD SLIDE BLOCK

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
U.V SOCKET

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
HEATER

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
0040

	
Only parts or frame

	  	
BRAKE SHOE

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
0041

	
Only parts or frame

	  	
BUSH

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
0042

	
Only parts or frame

	  	
PLAIN BEARING BUSH

	
4

	  
	
1

	
A

	
Machinery (OTC)

	
0044

	
Only parts or frame

	  	
LSULATING BUSING

	
6

	  
	
1

	
A

	
Machinery (OTC)

	
0045

	
Only parts or frame

	  	
CONNECTOR-CLIP

	
3

	  
	
1

	
A

	
Machinery (OTC)

	
0046

	
Only parts or frame

	  	
PAD

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
0047

	
Only parts or frame

	  	
HOSE CONNECTION FOR DISTRIBOLT

	
27

	  
	
1

	
A

	
Machinery (OTC)

	
0048

	
Only parts or frame

	  	
SHAFT

	
9

	  
	
1

	
A

	
Machinery (OTC)

	
0049

	
Only parts or frame

	  	
NOZZLE

	
16

	  
	
1

	
A

	
Machinery (OTC)

	
0050

	
Only parts or frame

	  	
NOZZLE

	
6

	  
	
1

	
A

	
Machinery (OTC)

	
’0012

	
Only parts or frame

	  	
SHAFT AIR CYLINDER

	
13

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
PISTON O-RING

	
100

	  
	
1

	
A

	
Machinery (OTC)

	
’0014

	
Only parts or frame

	
Spare Parts

	
HEATER CONTROLLER

	
5

	  
	
1

	
A

	
Machinery (OTC)

	
’0015

	
Only parts or frame

	  	
HEATER CONTROLLER SOCKET

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
’0016

	
Only parts or frame

	  	
THEROMO SWITCH

	
6

	  
	
1

	
A

	
Machinery (OTC)

	
’0017

	
Only parts or frame

	  	
CONNECTOR

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
F3D-02-01

	
Only parts or frame

	  	
U.V LAMP

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
’0019

	
Only parts or frame

	  	
RELAY

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
’0022

	
Only parts or frame

	  	
TOOTHED VELT

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
’0023

	
Only parts or frame

	  	
DIODE PLUG SQUARE

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
’0030

	
Only parts or frame

	  	
TAPE SENSOR BOAD

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
’0026

	
Only parts or frame

	  	
DOOR LOCKING BOLT

	
6

	  
	
1

	
A

	
Machinery (OTC)

	
0027

	
Only parts or frame

	  	
SETPING MOTOR

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
0028

	
Only parts or frame

	  	
SERVO MOTOR

	
2

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
TAPE SENSOR BOARD LIGHT EMITTING

	
3

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
TAPE SENSOR BOARD LIGHT RECEIVING

	
6

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
OPTICAL POSITION BOARD LIGHT EMITTING

	
7

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
OPTICAL POSITION BOARD LIGHT RECEIVING

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
F3D-02-01

	
Only parts or frame

	  	
DOSING DRIVE SENSOR BOARD

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
F3D-02-01

	
Only parts or frame

	  	
PAPER TRANSFER SENSOR

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
0008

	
Only parts or frame

	  	
CONTROL CABLE

	
2

	  
	
1

	
A

	
Machinery (OTC)

	
0009

	
Only parts or frame

	  	
IN PUT O-RING

	
190

	  
	
1

	
A

	
Machinery (OTC)

	
0010

	
Only parts or frame

	  	
SEAL-JET RING

	
4

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME018

	
Fully Operational

	
Part of Encapsulation M/C

	
Automatic Chip Encapsulation M/C

	
2/2

	
MCT-10099


	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Encapsulation M/C

	
Epoxy Tank/Nozzle

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME018

	
Fully Operational

	
Part of Encapsulation M/C

	
Thickness Gauge

	
1

	
MCT-10100


	
1

	
A

	
Machinery (OTC)

	
OTISZME019

	
InFully Operational

	
Mold

	
Molding M/C - QUIN

	
1

	
MCT-10102


	
1

	
A

	
Machinery (OTC)

	
OTISZME020

	
Fully Operational

	
Mold

	
Molding M/C - ASM

	
1

	
MCT-10103


	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Part of Mold M/C

	
Loading & Unloading parts

	
2

	  
	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Part of Mold M/C

	
Chase Lift

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Part of Mold M/C

	
Work Table

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Part of Mold M/C

	
TOP MOLD CHASE

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Part of Mold M/C

	
BOTTOM MOLD CHASE

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Part of Mold M/C

	
ATTACHMENT PART

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Part of Mold M/C

	
MIDDLE PLATE

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME022

	
Fully Operational

	
Trim

	
Trim M/C

	
1

	
MCT-10104


	
1

	
A

	
Machinery (OTC)

	
0003

	
Only parts or frame

	
Spare Part

	
CUTTING BTM MOLD

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME023

	
Fully Operational

	
Trim

	
Trim M/C

	
1

	
MCT-10105


	
1

	
A

	
Machinery (OTC)

	  	
Fully Operational

	
Part of Trim M/C

	
Dust Collector

	
1

	
MCT-10106


	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
TRIM PUNCH “A”

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
DETECTOR PUNCH “A”

	
8

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
DETECTOR PUNCH “B”

	
8

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME024

	
Fully Operational

	
Test

	
Test M/C

	
1

	
MCT-10107









 




	
Attach 2.2.1 Module Line (OTI)

	
1/2









 




  





  











  







 




	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Module Line OTI


	
between MCT, OTI and SMARTRAC

	  







 






	  	  	  	
MCT Asset

	  	  	  	  	
New Asset


	
Group

	
Imp.

	
Category

	
No./location

	
Machine status

	
Name

	
Type

	
Qty.

	
Number


	  	  	  	 	  	  	  	  	 
	
1

	
A

	
Machinery (OTC)

	
0004

	  	
Spare Part

	
TEST PIN BOARD

	
4

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME025

	
Fully Operational

	
Test

	
Test M/C

	
1

	
MCT-10108


	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Part of Test M/C

	
Spool

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Part of Test M/C

	
Spool

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Part of Test M/C

	
Dust Collector

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
MCTSZME023

	
InFully Operational

	
Test

	
Test M/C

	
1

	
MCT-10109


	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Part of Test M/C

	
Spool

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Part of Test M/C

	
Spool

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Part of Test M/C

	
Dust Collector

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
CIRCUIT PUNCH TOP

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
CIRCUIT PUNCH BTM

	
2

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
CIRCUIT PUNCH SET

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME028

	
Fully Operational

	
V/I

	
Visual Inspection M/C

	
1

	
MCT-10110


	
1

	
A

	
Machinery (OTC)

	
OTISZME027

	
Fully Operational

	
V/I

	
Visual Inspection M/C

	
1

	
MCT-10120


	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Spare Parts

	
REJECT PUNCH TOP MOLD

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
TAPE CUTTING BLADE

	
2

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
SPROCKET HOLE BTM

	
1

	  
	
1

	
A

	
Machinery (OTC)

	
OTISZME026

	
Fully Operational

	
V/I

	
Visual Inspection M/C

	
1

	
MCT-10119


	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	
Spare Parts

	
TAPE CUTTING TOP DIE

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
TAPE CUTTING BTM DIE

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
SPROCKET HOLE TOP DIE

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
SPROCKET HOLE BTM DIE

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	
Only parts or frame

	  	
TAPE CUTTING BLADE

	
2

	  
	
1

	
A

	
Machinery (OTC)

	  	  	
Shelf

	
Shelf#1~#3

	
3

	  
	
1

	
A

	
Machinery (OTC)

	  	  	
Shelf

	
Shelf#4,#5

	
2

	  
	
1

	
A

	
Machinery (OTC)

	  	  	
Shelf

	
Shelf#6

	
1

	  
	
1

	
A

	
Machinery (OTC)

	  	  	
Table

	
Shelf#6

	
4

	  
	  	  	  	  	  	
Barun production line

	
Total

	  	  
	
3

	
C

	
Machinery (OTC)

	  	
Fully Operational

	
Weight scale

	  	
1

	
MCT-10272


	  	  	
Machinery (OTC)

	  	
Fully Operational

	
Lead Frame tooling for OT88202RF (BR53) module type

	
OT88202RF (BR53) module type

	
1

	  
	  	  	
Machinery (OTC)

	  	
Fully Operational

	
Lead Frame tooling for OT88214RF module type

	
OT88214RF module type

	
1

	  
	  	  	
Machinery (OTC)

	  	
Fully Operational

	
Lead Frame tooling for OT88215RF module type

	
OT88215RF module type

	
1

	  







 




	
Attach 2.2.1 Module Line (OTI)

	
2/2









 




  





  











  






 





	
Attachement to the

	
Attachement 2.2.1


	
Asset Purchase Agreement

	
Machinery MCT


	
between MCT, OTI and SMARTRAC

	  









 




	
Group

	
Imp.

	
Category

	
Machine status

	
Initial Name

	
STM Asset No.

	
MCT Asset No.

	
Type

	
Ser.No./Ident.No.

	
Qty


	  	  	  	  	  	  	  	  	  	  	  
	
1

	
A

	
Technical and R&D equipment

	
Broken and will be fixed before shipment

	
Passport Pocess Machine 3010

	
MCT-10170

	
MCTSZME048R

	
OT-IP3010

	
06/03/31-25

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Welding Machine

	
MCT-10072

	
MCTSZME011R

	
Bondpro2000

	
06/03/31-25

	
1

	  
	
2

	
B

	
Machinery

	
Fully Operational

	
Manual Milling Machine

	
MCT-10224

	
MCTSZME009R

	
DICP

	
06/03/31-25

	
1

	  
	
1

	
B

	
Machinery

	
Partly Operational - Slight technical rework required

	
Epoxy Filler Machine

	
MCT-10298

	
MCTSZME023R

	
ADM

	
06/03/31-25

	
1

	  
	
1

	
A

	
Machinery

	
Fully Operational

	
Punching Machine

	
MCT-10320

	
MCTSZME003R

	
Punchpro2000

	
06/03/31-25

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Punching Machine

	
MCT-10165

	
MCTSZME038R

	
GDM-6K

	
06/03/31-25

	
1

	  
	
1

	
A

	
Machinery

	
Fully Operational

	
punch machine

	
MCT-10318

	
MCTSZME002R

	
Guidepro2000

	
06/03/31-25

	
1

	  
	
1

	
A

	
Machinery

	
Fully Operational

	
punch machine

	
MCT-10319

	
MCTSZME001R

	
Guidepro2000

	
06/03/31-25

	
1

	  
	
1

	
A

	
Machinery

	
Fully Operational

	
Welding machine

	
MCT-10112

	
MCTSZME007R

	
ICHS

	
06/03/31-25

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10058

	
MCTSZME013R

	
WirePro

	
06/04/30-20

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Welding Machine

	
MCT-10078

	
MCTSZME014R

	
WirePro (Bonder)

	
06/04/30-20

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Welding Machine

	
MCT-10075

	
MCTSZME015R

	
Bondpro2000

	
06/04/30-20

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Punching Machine

	
MCT-10062

	
MCTSZME016R

	
Punchpro2000

	
06/04/30-20

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Welding Machine

	
MCT-10111

	
MCTSZME018R

	
MTSW

	
06/04/30-20

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Guiding holes punch machine

	
MCT-10067

	
MCTSZME017R

	
Guidepro2000

	
06/04/30-20

	
1

	  
	
3

	
B

	
Machinery

	
Partly Operational - Slight technical rework required

	
Cover’s polish machine

	
NO NUMBER

	
MCTSZME065R

	  	
06/05/19-6

	
1

	  
	
3

	
B

	
Machinery

	
Partly Operational - Slight technical rework required

	
Old R&D E-Cover mchine- solvent base

	
MCT-10214

	
MCTSZME063R

	  	
06/05/19-6

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
Part of 8010W

	
MCT-10213

	
MCTSZME064R

	  	
06/05/19-6

	
1

	  
	
3

	
B

	
Machinery

	
Fully Operational

	
Sheet Guillotine auto

	
MCT-10263

	
MCTSZME062R

	  	
06/05/19-6

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Manual glue machine

	
NO NUMBER

	
MCTSZME066R

	  	
06/05/19-6

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Lathe

	
MCT-10211

	
MCTSZME050R

	  	
06/05/19-7

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10047

	
MCTSZME028R

	  	
06/05/19-8

	
1

	  
	
3

	
B

	
Machinery

	
Fully Operational

	
Silk Screen Printer

	
MCT-10243

	
MCTSZME035R

	  	
06/05/19-8

	
1

	  
	
3

	
A

	
Machinery

	
Fully Operational

	
Pressing Machine

	
MCT-10080

	
MCTSZME041R

	  	
06/05/31-17

	
1

	  
	
3

	
A

	
Machinery

	
Fully Operational

	
Pressing Machine

	
MCT-10161

	
MCTSZME042R

	  	
06/05/31-17

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Pressing Machine

	
MCT-10164

	
MCTSZME046

	
HS-LF500

	
06/05/31-18

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Sheet Punching Machine

	
MCT-10169

	
MCTSZME049

	
SW1-45

	
06/05/31-18

	
1

	  
	
3

	
A

	
Machinery

	
Fully Operational

	
Pressing Machine

	
MCT-10163

	
MCTSZME045

	
HS-LF500

	
06/05/31-33

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10056

	
MCTSZME020R

	  	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10055

	
MCTSZME024R

	  	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10059

	
MCTSZME037R

	
WirePro

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10054

	
MCTSZME021R

	  	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10044

	
MCTSZME026R

	
WirePro2000

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10053

	
MCTSZME034R

	
WirePro

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10051

	
MCTSZME055R

	
WirePro2000

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10048

	
MCTSZME052R

	
WirePro2000

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10029

	
MCTSZME043R

	
WirePro2001

	
06/05/31-48

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10045

	
MCTSZME044R

	
WirePro2000

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10046

	
MCTSZME056R

	
WirePro2000

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10049

	
MCTSZME054R

	
WirePro2000

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Wire Embedding Machine

	
MCT-10050

	
MCTSZME053R

	
WirePro2000

	
06/05/31-47

	
1

	  







 




	
Attach. 2.2.1 Machinery (MCT)

	
09.12.2009/09:59

	
1/3









 




  





  











  







 





	
Attachement to the

	
Attachement 2.2.1


	
Asset Purchase Agreement

	
Machinery MCT


	
between MCT, OTI and SMARTRAC

	  









 






	
Group

	
Imp.

	
Category

	
Machine status

	
Initial Name

	
STM Asset No.

	
MCT Asset No.

	
Type

	
Ser.No./Ident.No.

	
Qty


	  	  	  	  	  	  	  	  	  	  	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Welding Machine

	
MCT-10073

	
MCTSZME010R

	
Bondpro2000

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Punching Machine

	
MCT-10063

	
MCTSZME039R

	
Punchpro2000

	
06/05/31-47

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Punching Machine

	
MCT-10061

	
MCTSZME025R

	
Punchpro2000

	
06/05/31-47

	
1

	  
	
3

	
B

	
Machinery

	
Fully Operational

	
Part of 8010W

	
MCT-10213

	
MCTSZME067R

	
1440*1300*152

	
06/06/28-34

	
1

	  
	
3

	
B

	
Machinery

	
Fully Operational

	
Module Implanting Machine

	
MCT-10230

	
MCTSZME075R

	
MTP

	
06/08/28-18

	
1

	  
	
3

	
B

	
Machinery

	
Partly Operational - Slight technical rework required

	
Epoxy Filler Machine

	
MCT-10299

	
MCTSZME027R

	
CTL

	
06/08/28-18

	
1

	  
	
1

	
B

	
Machinery

	
Fully Operational

	
Module Implanting Machine

	
MCT-10229

	
MCTSZME070R

	
MES

	
06/09/19-15

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Punching Machine

	
MCT-10071

	
MCTSZME069R

	
GSM

	
06/09/19-15

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Sheet Punching Machine

	
MCT-10167

	
MCTSZME076

	
SN1-45

	
06/09/30-73

	
1

	  
	
2

	
A

	
Machinery

	
Fully Operational

	
Sheet Punching Machine

	
MCT-10168

	
MCTSZME077

	
SN1-45

	
06/09/30-73

	
1

	  
	
3

	
A

	
Machinery

	
Fully Operational

	
Welding Machine

	
MCT-10074

	
MCTSZME078R

	  	
06/10/27-22

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Broken and will be fixed before shipment

	
Part of 3010

	
MCT-10170

	
MCTSZME082R

	  	
06/11/30-32

	
1

	  
	
1

	
B

	
Machinery

	
Partly Operational - Slight technical rework required

	
Implanting machine

	
MCT-10309

	
no MCT assets code

	
APHL-3

	
06/11/30-47

	
1

	  
	
2

	
B

	
Machinery

	
Fully Operational

	
Milling Machine

	
MCT-10226

	
MCTSZOF399R

	
AICP-3

	
06/11/30-47

	
1

	  
	
1

	
B

	
Machinery

	
Partly Operational - Slight technical rework required

	
Card Tester Round Dask CTS

	
MCT-10303

	
MCTSZME081R

	
CTS

	
06/11/30-47

	
1

	  
	
1

	
A

	
Technical and R&D equipment

	
Broken and will be fixed before shipment

	
Passport Process Machine 3010

	
MCT-10172

	
MCTSZME090

	
OT-IP PR03010

	
06/12/58-58

	
1

	  
	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
Passport Process Machine 4010

	
MCT-10020

	
MCTSZME088

	
OT-SP PR04010

	
06/12/58-58

	
1

	  
	
2

	
A

	
Technical and R&D equipment

	
Fully Operational

	
Passport Process Machine 6010

	
MCT-10171

	
MCTSZME089

	
OT-CP PR06010

	
06/12/58-58

	
1

	  
	
3

	
A

	
Machinery

	
Fully Operational

	
Pressing Machine

	
MCT-10162

	
MCTSZME092R

	  	
07/03/31-34

	
1

	  
	
3

	
B

	
Machinery

	
Fully Operational

	
Manual Milling Machine

	
MCT-10227

	
MCTSZME091R

	  	
07/03/31-44

	
1

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
Drilling machine

	
MCT-10205

	
MCTSZOF706

	  	
07/09/30-36

	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Silk Screen Printer

	
MCT-10242

	
MCTSZOF439R

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Miscroscope

	
MCT-10238

	
ME031251

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Specturm Analyer

	
MCT-10234

	  	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Big Oven

	
MCT-10231

	
MCTSZOF240

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Big Oven

	
MCT-10232

	
MCTSZOF441R

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Pad printer

	
MCT-10241

	
OTI property

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Pad copper punch

	
MCT-10245

	
MCTSZOF228R

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Laser Printer (on PVC)

	
MCT-10247

	
MCTSZME036R

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10253

	
MCTSZJF0328

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10254

	
MCTSZJF0332

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10255

	
MCTSZJF0333

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10256

	  	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10257

	  	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10258

	
MCTSZJF029R

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10259

	
MCTSZOF435R

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10260

	
MCTSZJF0334

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine

	
MCT-10265

	  	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine With Camera

	
MCT-20261

	
MCTSZOF039R

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Manual Goillotine With Camera

	
MCT-20262

	
MCTSZOF434

	  	  	
1

	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Semi automated hot stamp

	
MCT-10264

	  	  	  	
1

	  








 




	
Attach. 2.2.1 Machinery (MCT)

	
09.12.2009/09:59

	
2/3









 






  





  











  








 





	
Attachement to the

	
Attachement 2.2.1


	
Asset Purchase Agreement

	
Machinery MCT


	
between MCT, OTI and SMARTRAC

	  









 








	
Group

	
Imp.

	
Category

	
Machine status

	
Initial Name

	
STM Asset No.

	
MCT Asset No.

	
Type

	
Ser.No./Ident.No.

	
Qty


	  	  	  	  	  	  	  	  	  	  	  
	
3

	
C

	
Machinery

	
Fully Operational

	
Press machine

	
MCT-10269

	
MCTSZOF551R

	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Oven

	
MCT-10293

	  	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Fully Operational

	
Microscope

	
MCT-10270

	
MCTSZOF398R

	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Fully Operational

	
Milling machine

	
MCT-10207

	
MCTSZME084R

	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Fully Operational

	
Drilling machine

	
MCT-10208

	
MCTSZOF547

	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Fully Operational

	
Polish bench

	
MCT-10209

	  	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Fully Operational

	
Polish equipment

	
MCT-10210

	  	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Turning lathe

	
MCT-10211

	
MCTSZME050R

	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Fully Operational

	
Roll laminator 3 units

	
no number

	  	  	  	
1

	  
	
3

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Press unit hydraulic

	
MCT-10222

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Sppl-A

	
MCT-10283

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
CPL – 1000 Machine (for cards)

	
MCT-10288

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Manual Inkjet Printer

	
MCT-10289

	
OTIME010

	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Sppl-B

	
MCT-10290

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Sppl-A

	
MCT-10291

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
E-passport QC

	
MCT-10304

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Supercom ultrasonic machine

	
MCT-10305

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Supercom laser mark

	
MCT-10306

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Ecover press

	
MCT-10307

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
Glue Spreading Machine

	
MCT-10308

	  	  	  	
1

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - Slight technical rework required

	
SPPL - A , with glue unit

	
MCT-10221

	
OTISZME002

	  	  	
1

	  









 




	
Attach. 2.2.1 Machinery (MCT)

	
09.12.2009/09:59

	
3/3









 




  





  











  




 










	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Machinery WIP (MCT)


	
between MCT, OTI and SMARTRAC

	  







 





	
Group

	
Imp.

	
Category

	
Machine status

	
Inventory Item Code

	
Item Description

	
STM Asset No.

	
MCT Asset No.

	
SMT Type


	  	  	  	  	  	  	  	  	  	  
	
1

	
B

	
Machinery

	
Partly Operational - slight technical rework required

	
FG-AICP-2

	
Card Milling

	  	
MCT-10317

	  	
Card Milling


	
2

	
B

	
Technical and R&D equipment

	
Fully Operational

	
FG-AICP5000

	
AICP 5000 Milling Machine - New Demo

	  	
MCT-10200

	  	
Card Milling


	
1

	
B

	
Technical and R&D equipment

	
Fully Operational

	
FG-APHL5000

	
APHL5000 Implanting Machine - New Demo

	  	
MCT-10201

	  	
Card Embedding


	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-AS02

	
Abrasion stress

	  	
MCT-10001

	  	
Stress Tester


	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-BBS02

	
Pull Sterngh Tester

	  	
MCT-10006

	  	
Stress Tester


	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-DBS02

	
Dynamic bend stress

	  	
MCT-10004

	  	
Stress Tester


	
1

	
B

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	
FG-GSM3600

	
GSM3600

	  	
MCT-10295

	  	
Sim Card Punch


	
1

	
B

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	
FG-GSM5000

	
GSM-5000

	  	
MCT-10202/ /10296/10297

	  	
Sim Card Punch


	
1

	
B

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	
FG-ICTP-8

	
Module tester

	  	
MCT-10310/11/12/14

	  	
Chip Module Tester


	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-IS02

	
Impact stress

	  	
MCT-10009

	  	
Stress Tester


	
1

	
B

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	
FG-MDC

	
Module punch

	  	
MCT-10313

	  	
Chip Module Punch


	
2

	
B

	
Machinery

	
Fully Operational

	
FG-MES-2

	
Module implanting macgine

	  	
MCT-10233

	
MCTSZ0247

	
Combi Module Embedding


	
2

	
B

	
Technical and R&D equipment

	
Fully Operational

	
FG-MHS-D-4

	
Wire embedding machine

	  	
MCT-10060

	  	
Dual Interface Embedder


	
2

	
B

	
Machinery

	
Fully Operational

	
FG-MPS-2

	
Tin-Dispensing machine (for combi)

	  	
MCT-10228

	
MCTSZOF499

	
Automated Combi Card Machine


	
1

	
A

	
Machinery

	
Partly Operational - slight technical rework required

	
FG-OT-GP1010

	
Guide holes punch machine

	  	
MCT-10113

	  	  
	
2

	
A

	
Machinery

	
Partly Operational - slight technical rework required

	
FG-OT-PP2010

	
Auto Punchine Machine

	  	
MCT-10028 /10070

	
MCTSZJF0302 /MCTSZJF0300

	
Top sheet machine


	
2

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-PPS02

	
Pull Sterngth Tester

	  	
MCT-10008/10246

	  	
Stress Tester


	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-PS02

	
Pen stress

	  	
MCT-10002

	  	
Pen Tester


	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-PTS02

	
Page Turning stress

	  	
MCT-10007

	  	
Page Turning Stress


	
2

	
A

	
Machinery

	
Fully Operational

	
FG-PUNCHPRO2000

	
Sheet punch machine

	  	
MCT-10026

	  	  
	
1

	
B

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	
FG-SAU04

	
SAU -Sticker Attached Unit

	  	
MCT-10287

	  	  
	
2

	
A

	
Machinery

	
Fully Operational

	
FG-TBM

	
Welding Machine

	  	
MCT-10038

	  	
Bonder


	
2

	
A

	
Machinery

	
Fully Operational

	
FG-TBN

	
Welding Machine

	  	
MCT-10039

	  	
Bonder


	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-TS02

	
Torsion stress

	  	
MCT-10003

	  	
Torsion Stress


	
2

	
A

	
Technical and R&D equipment

	
Fully Operational

	
FG-UPH3000

	
New Combi Main Machine

	  	
MCT-10021

	  	
Hera machine, Combi Card Machine


	
2

	
A

	
Machinery

	
Partly Operational - slight technical rework required

	
FG-WBFT

	  	  	
MCT-10040

	  	
Force Tester, Pull test


	
2

	
A

	
Machinery

	
Fully Operational

	
FG-Wirepool 2000

	
Welding Machine

	  	
MCT-10057

	
MCTSZME056R

	  
	
1

	
A

	
Machinery

	
Fully Operational

	
FR005

	
High Speed cards punching

	  	
MCT-10041

	  	
Tester


	
1

	
B

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	
FR030

	
Module tester

	  	
MCT-10315

	  	
Tester


	
1

	
B

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	
FR033

	
Module tester

	  	
MCT-10316

	  	
Tester


	
2

	
B

	
Machinery

	
Fully Operational

	
FR034

	
Welding machine

	  	
MCT-10079

	
MCTSZJF0292R

	
Sim Card embedder


	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
YF0005

	
Page Pull Stess testing Machine

	  	
MCT-10005

	  	
Stress Tester


	
2

	
A

	
Technical and R&D equipment

	
Fully Operational

	
YF0011

	
Glue Machine 8010 W

	  	
MCT-10213

	  	
ePassport inlay machine


	
1

	
A

	
Technical and R&D equipment

	
Only parts or frame

	
YF0013RD

	
Combi machine frame

	  	
MCT-10015/10017

	  	
Combi Auto Line HERA machine


	
2

	
A

	
Technical and R&D equipment

	
Broken and will be fixed before shipment

	
YF0013TW

	
Old Combi Laser Bonding

	  	
MCT-10010

	  	
Combi Auto Line HERA machine (old Hara)


	
1

	
A

	
Technical and R&D equipment

	
Only parts or frame

	
YF0014RD

	
Combi machine Frame

	  	
MCT-10016

	  	
Laser (for the HERA)


	
2

	
A

	
Technical and R&D equipment

	
Broken and will be fixed before shipment

	
YF0014TW

	
Combi Laser Bonding Machine

	  	
MCT-10011

	  	
Laser (for the HERA) old Hara


	
1

	
A

	
Technical and R&D equipment

	
Only parts or frame

	
YF0016RD

	
Combi machine Frame

	  	
MCT-10018

	  	
Combi connecting wire (part of HERA)


	
2

	
A

	
Technical and R&D equipment

	
Broken and will be fixed before shipment

	
YF0016TW

	
Old Combi Connecting Wire Machine

	  	
MCT-10012

	  	
Combi connecting wire (part of HERA) (old Hara)


	
2

	
A

	
Technical and R&D equipment

	
Broken and will be fixed before shipment

	  	
Old Combi Connecting Wire Machine

	  	
MCT-10013

	  	  
	
2

	
A

	
Technical and R&D equipment

	
Fully Operational

	
YF0017

	
Combi Real Prep Machine

	  	
MCT-10022

	  	
part of HERA


	
2

	
A

	
Technical and R&D equipment

	
Fully Operational

	  	
Combi Real Prep Machine

	  	
MCT-10023

	  	  
	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
YF0021

	
IC Montioring Machie

	  	
MCT-10025

	  	
Vision system (Test system)


	
2

	
A

	
Technical and R&D equipment

	
Broken and will be fixed before shipment

	
YF0023

	
New Combi Card Autoline Experimental Plan

	  	
MCT-10024

	  	
Combi Line Test


	
1

	
A

	
Machinery (OTC)

	
Fully Operational

	
YF0025

	
V/I tester for Modules

	  	
MCT-10118

	  	
Vision system


	
2

	
A

	
Machinery

	
Fully Operational

	
YF0029

	
Welding Machine New

	  	
MCT-10030

	
not label

	
Embedding New 1


	
2

	
A

	
Machinery

	
Fully Operational

	  	
Welding Machine New

	  	
MCT-10031

	
not label

	
Embedding New 2


	
2

	
A

	
Machinery

	
Fully Operational

	  	
Welding Machine New

	  	
MCT-10032

	
not label

	
Embedding New 3


	
2

	
A

	
Machinery

	
Fully Operational

	  	
Welding Machine New

	  	
MCT-10033

	
not label

	
Embedding New 4


	
2

	
A

	
Machinery

	
Fully Operational

	  	
Welding Machine New

	  	
MCT-10034

	
not label

	
Embedding New 5


	
2

	
A

	
Machinery

	
Fully Operational

	  	
Welding Machine New

	  	
MCT-10035

	
not label

	
Embedding New 6


	
2

	
A

	
Machinery

	
Fully Operational

	  	
Welding Machine New

	  	
MCT-10036

	
not label

	
Embedding New 7


	
2

	
B

	
Machinery

	
Only parts or frame

	
YF0029-1

	  	  	
MCT-10202

	  	  
	
2

	
A

	
Assets under construction

	
Fully Operational

	
YF0032

	
Ecover Machine ,Sovent based 8010S

	  	
MCT-10014

	  	
ePassport Cold Lam Machine


	
1

	
B

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	
YF0035

	
GSM-5000

	  	
MCT-10294

	  	  
	
2

	
A

	
Machinery

	
Fully Operational

	
YF0037

	
Laser Cutting Machine

	  	
MCT-10027

	
MCTSZJF0290

	
Laser sheet cutting


	
2

	
A

	
Machinery

	
Fully Operational

	
YF0041

	
Testing Machine

	  	
MCT-10037

	
MCTSZJF397R

	
5 Machines QA 0338 QA0340 QA0337 QA0339


	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
YF0044

	
Milling Machine

	  	
MCT-10205

	
MCTSZOF706

	  
	
3

	
B

	
Technical and R&D equipment

	
Fully Operational

	
YF0045

	
Milling Machine

	  	
MCT-10206

	
MCTSZME083R

	  
	
1

	
A

	
Technical and R&D equipment

	
Fully Operational

	
YF0046

	
Manual Combi Machine

	  	
MCT-10019

	  	
Only head, no generator


	
2

	
C

	
Assets under construction

	
Fully Operational

	  	
e-Cover machine, Solvent based , 8010s

	  	
MCT-10212

	  	  









 




	
Attach. 2.2.1 Mach WIP (MCT)

	
1/2









 




  





  











  






 





	
Attachment to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Machinery WIP (MCT)


	
between MCT, OTI and SMARTRAC

	  





 




	
Group

	
Imp.

	
Category

	
Machine status

	
Inventory Item Code

	
Item Description

	
STM Asset No.

	
MCT Asset No.

	
SMT Type


	  	  	  	  	  	  	  	  	  	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	  	
Press tower 33PCS

	  	
MCT-10215

	  	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	  	
eCover machine, Sovent based, 8010

	  	
MCT-10216

	  	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	  	
eCover machine, Sovent based, 8010

	  	
MCT-10217

	  	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	  	
eCover machine, Sovent based, 8010

	  	
MCT-10218

	  	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	  	
eCover machine, Sovent based, 8010

	  	
MCT-10219

	  	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	
FG-OT-CP6010

	
ETD inlay cutting machine

	  	
MCT-10249

	
MCTSZOF0337

	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	
FG-OT-CP6010

	
ETD inlay cutting machine

	  	
MCT-10250

	
MCTSZOF0338

	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	
FG-OT-CP6010

	
ETD inlay cutting machine

	  	
MCT-10251

	
MCTSZOF0336

	  
	
2

	
C

	
Assets under construction

	
Fully Operational

	
FG-OT-CP6010

	
ETD inlay cutting machine

	  	
MCT-10252

	
MCTSZOF0335

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Card punching machine

	  	
MCT-10166

	
MCTSZOF442R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Sheet Punching Machine

	  	
MCT-10068

	
MCTSZME019R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Sheet Punch machine

	  	
MCT-10070

	
MCTSZJF0300

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Welding Machine

	  	
MCT-10076

	
MCTOF558R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Welding Machine

	  	
MCT-10077

	
MCTSZME040R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Manual Milling Machine

	  	
MCT-10225

	
MCTSZME091R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Desk top manual impleter unit

	  	
MCT-10240

	
MCTSZOF553R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Attaching glue to modules unit

	  	
MCT-10239

	
MCTSZOF396R

	  
	
1

	
C

	
Machinery

	
Fully Operational

	  	
Desk top manual impleter unit

	  	
MCT-10235

	
MCTSZME004R

	  
	
1

	
C

	
Machinery

	
Fully Operational

	  	
Desk top manual impleter unit

	  	
MCT-10236

	
MCTSZOF544R

	  
	
1

	
C

	
Machinery

	
Fully Operational

	  	
Desk top manual impleter unit

	  	
MCT-10237

	
MCTSZOF555R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Pull Tester

	  	
MCT-10246

	  	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Manual Punch Machine

	  	
MCT-10248

	
MCTSZME072R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Manual sheets stacking machine

	  	
MCT-10266

	
MCTSZME086R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Manual sheets stacking machine

	  	
MCT-10267

	
MCTSZME051R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Manual sheets stacking machine

	  	
MCT-10268

	
MCTSZME0022R

	  
	
1

	
C

	
Machinery

	
Partly Operational - slight technical rework required

	  	
Manual Hot Stamping Machine

	  	
MCT-10284

	  	  
	
1

	
C

	
Machinery

	
Partly Operational - slight technical rework required

	  	
Manual Hot Stamping Machine

	  	
MCT-10285

	  	  
	
1

	
C

	
Machinery

	
Partly Operational - slight technical rework required

	  	
Manual Hot Stamping Machine

	  	
MCT-10286

	  	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	  	
Milling MCTAICP5000

	  	
MCT-10292

	  	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	  	
AICP-5000

	  	
MCT-10300

	  	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	  	
Card Tester Round Dask CTS

	  	
MCT-10301

	
MCTSZME085R

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	  	
Semi auto Soldering MTS

	  	
MCT-10302

	
MCTSZME087R

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	  	
Card Tester Round Dask CTS

	  	
MCT-10303

	  	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Small punch Desk top

	  	
MCT-10064

	
no MCT assets code

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Guiding holes punch machine

	  	
MCT-10065

	
MCTSZOF548R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Guiding holes punch machine

	  	
MCT-10066

	
MCTSZME012R

	  
	
2

	
C

	
Machinery

	
Fully Operational

	  	
Wire Embedding Machine

	  	
MCT-10052

	
MCTSZJF0287

	  
	
1

	
C

	
Technical and R&D equipment

	
Partly Operational - slight technical rework required

	  	
Laser cutting Machine (not working) Laser including

	  	
MCT-10203

	  	  
	
1

	
C

	
Technical and R&D equipment

	
Fully Operational

	  	
Laser cutting Machine (not working) Laser including

	  	
MCT-10204

	  	  
	
1

	
C

	
Technical and R&D equipment

	
Only parts or frame

	  	
Auto Inlay Machine

	  	
MCT-10220

	  	  
	
2

	
C

	
Technical and R&D equipment

	
Fully Operational

	  	
Press Units manual 46pcs

	  	
MCT-10223

	  	  







 




	
Attach. 2.2.1 Mach WIP (MCT)

	
2/2













 




  





  











  






 




	
Attachement to the

	
Attachment 2.2.1


	
Asset Purchase Agreement

	
Lead Frame


	
between MCT, OTI and SMARTRAC

	  







 




	
Group

	
Imp.

	
Category


	  	  	  
	
1

	
A

	
Lead Frame Development









 




	
Attach. 2.2.1 Lead Frame (OTI)

	
1/1









 




  





  











  






 




	
Attachment to the

	
Attachement 2.2.1


	
Asset Purchase Agreement

	
Transportation Equipment MCT


	
between MCT, OTI and SMARTRAC

	  







 




	
MCT

	  	  	  	  	  	  	  	  	  	  
	
Group

	
Imp.

	
Class.

	
Machine status

	
MCT groups

	
Descr.

	
Name

	
Type

	
Ser.No./Ident.No.

	Qty
	 	  	  	  	  	  	  	  	  	  	  
	
3

	
B

	
Transport. Equipment

	
Fully Operational

	
Other equipment

	
Vehicle

	
truck

	
06/06/15-11

	
ZN1031U2G

	
1

	 







 




	
Attach. 2.2.1 Transp. (MCT)

	
1/1









 






  





  











  







 




	

Attachment 2.2.2 (i) and (ii) List of specific Intellectual Property Rights




Attachement to the


First Amendment to


Agreement as of September 15th, 2009


between SMARTRAC, OTI and MCT

	
EXHIBIT 1


List of Trademarks


“A-Assets”









 






	
Country

	
Description

	
Type

	
Status

	 	
Patent Nr.

	
Application Nr.

	
Comments


	  	  	  	  	  	  	  	  
	
HK

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Pat. Sh. Term

	
Grant.

	
Nat.

	
HK1109708

	
07104374-1

	  
	  	  	  	  	  	  	  	  
	
PC

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent

	
Pend.

	
P.C.T.

	  	
'PCT/IL2007/001378

	  
	  	  	  	  	  	  	  	  
	
EP

	
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE  INLAYS

	
Patent

	
Pend.

	
P.C.T.

	  	
06705558-2

	  
	  	  	  	  	  	  	  	  
	
CN

	
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS

	
Patent

	
Pend.

	
P.C.T.

	  	
200680053641-7

	  
	  	  	  	  	  	  	  	  
	
IN

	
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS

	
Patent

	
Pend.

	
P.C.T.

	  	
1599/MUMNP/2008

	  
	  	  	  	  	  	  	  	  
	
KR

	
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS

	
Patent

	
Pend.

	
P.C.T.

	  	
10-2008-7020450

	  
	  	  	  	  	  	  	  	  
	
US

	
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS

	
Patent

	
Pend.

	
P.C.T.

	  	
12/162252

	  
	  	  	  	  	  	  	  	  
	
ID

	
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS

	
Patent

	
Pend.

	
P.C.T.

	  	
W-200802455

	  
	  	  	  	  	  	  	  	  
	
US

	
ELECTRONIC INLAY STRUCTURE AND METHOD OF MANUFACTURE THEROF

	
Patent

	
Pend.

	
Nat.

	  	
11/985534

	  
	  	  	  	  	  	  	  	  
	
TW

	
ELECTRONIC INLAY STRUCTURE AND METHOD OF MANUFACTURE THEROF

	
Patent

	
Pend.

	
Nat.

	  	
97144246

	  
	  	  	  	  	  	  	  	  
	
PC

	
ELECTRONIC INLAY STRUCTURE AND METHOD OF MANUFACTURE THEROF

	
Patent

	
Pend.

	
P.C.T.

	  	
PCT/IL2008/001485

	  
	  	  	  	  	  	  	  	  
	
TH

	
ELECTRONIC INLAY STRUCTURE AND METHOD OF MANUFACTURE THEROF

	
Patent

	
Pend.

	
Nat.

	  	
0801005822

	  
	  	  	  	  	  	  	  	  
	
CL

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent

	
Pend.

	
Nat.

	  	
113-2008

	  
	  	  	  	  	  	  	  	  
	
TW

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent

	
Pend.

	
Nat.

	  	
96142616

	  
	  	  	  	  	  	  	  	  
	
TH

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent

	
Pend.

	
Nat.

	  	
0801000192

	  
	  	  	  	  	  	  	  	  
	
AR

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent

	
Pend.

	
Nat.

	  	
P080101717

	  
	  	  	  	  	  	  	  	  
	
PC

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent

	
Pend.

	
P.C.T.

	  	
PCT/IL2008/001397

	  
	  	  	  	  	  	  	  	  
	
TW

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME (COMBI OLD)

	
Patent

	
Pend.

	
Nat.

	  	
97114420

	  





 




  





  











  










 




	
Country

	
Description

	
Type

	
Status

	  	
Patent Nr.

	
Application Nr.

	
Comments


	  	  	  	  	  	  	  	  
	
TH   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING THE SAME

	
Patent   

	
Pend.   

	
Nat.   

	
       

	
801005520   

	
       


	  	  	  	  	  	  	  	  
	
PC   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING THE SAME (COMBI IMPROVEMENT)

	
Patent   

	
Pend.   

	
P.C.T.   

	
       

	
PCT/IL2008/000538   

	
       


	  	  	  	  	  	  	  	  
	
TW   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING THE SAME (COMBI IMPROVEMENT)

	
Patent   

	
Pend.   

	
Nat.   

	
       

	
97141043   

	
       


	  	  	  	  	  	  	  	  
	
PC

	
MANUFACTURE OF A SMART CARD INLAY

	
Patent

	
Pend.

	
P.C.T.

	
   

	
PCT/IL2009/000095

	
   


	  	  	  	  	  	  	  	  
	
US

	
Method of forming a dual-interface IC card and a card formed of

such a method

	
Patent

	
Grant.

	
Nat.

	
6881605

	
10/044958

	
     


	  	  	  	  	  	  	  	  
	
TW

	
METHOD OF MANUFACTURING OF WIRED IMBEDDED INLAY

	
Patent

	
Pend.

	
Nat.

	
     

	
97144243

	
     


	  	  	  	  	  	  	  	  
	
US

	
METHOD OF MANUFACTURING OF WIRED IMBEDDED INLAY

	
Patent

	
Pend.

	
Nat.

	
   

	
11/985529

	
   


	  	  	  	  	  	  	  	  
	
PC

	
METHOD OF MANUFACTURING OF WIRED IMBEDDED INLAY

	
Patent

	
Pend.

	
P.C.T.

	
   

	
PCT/IL2008/001484

	
   


	  	  	  	  	  	  	  	  
	
TH

	
METHOD OF MANUFACTURING OF WIRED IMBEDDED INLAY

	
Patent

	
Pend.

	
Nat.

	
   

	
0801005821

	
   


	  	  	  	  	  	  	  	  
	
US   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
Pend.   

	
'P.C.T   

	
       

	
'12/569,893   

	
       


	  	  	  	  	  	  	  	  
	
EP   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
7827351.3   

	
       


	  	  	  	  	  	  	  	  
	
INDIA   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
7433/DELNP/2009   

	
       


	  	  	  	  	  	  	  	  
	
CN   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
TO BE FILED BY DECEMBER 24, 2009   

	
Translation is in preparation   


	  	  	  	  	  	  	  	  
	
KR   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
10-2009-7024350   

	
       


	  	  	  	  	  	  	  	  
	
BR   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
NOT YET KNOWN   

	
       


	  	  	  	  	  	  	  	  
	
KR   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
10-2009-7024341   

	
       


	  	  	  	  	  	  	  	  
	
BR   

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
NOT YET KNOWN   

	
       


	  	  	  	  	  	  	  	  
	
INDIA

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
7434/DELNP/2009   

	
Translation is in preparation   


	  	  	  	  	  	  	  	  
	
CHINA

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
TO BE FILED BY DECEMBER 24, 2009

	
       


	  	  	  	  	  	  	  	  
	
INDONESIA

	
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME

	
Patent   

	
'Pend.   

	
'P.C.T   

	
       

	
W-00 2009 02973   

	
      









 




  








  




  









  








 






TRADEMARKS


 



	HERA (Dual Interface Line)
	 
	
Country

	 	
App. No.

	 	
Filed

	 	
Trademark No.

	 	 	
Class

	 	
Date of Grant

	 	
Next Renewal

	 	
Status/Next action


	
Israel

	 	 	205540	 	
12/11/2007

	 	 	205540	 	 	 	07	 	  	 	  	 	
Registered


	
Israel

	 	 	205541	 	
12/11/2007

	 	 	205541	 	 	 	09	 	  	 	  	 	
Registered


	
China

	 	 	6379204	 	
14/11/2007

	 	 	 	 	 	 	07	 	  	 	  	 	
In Examination


	
China

	 	 	6379204	 	
14/11/2007

	 	 	 	 	 	 	09	 	  	 	  	 	
In Examination


	
Community 


Trademark

	 	 	6427991	 	
21/11/2007

	 	 	 	 	 	 	07, 09	 	  	 	  	 	
Opposed, under settlement discussions


	
Republic of Korea

	 	 	40-2007-58522	 	
14/11/2007

	 	 	 	 	 	 	07, 09	 	  	 	  	 	
Refused by the examiner, appeal was not filed


	
Taiwan

	 	 	96054538	 	
19/11/2007

	 	 	 	 	 	 	07, 09	 	  	 	  	 	
In Examination


	
U. S. A.

	 	 	77/339,019	 	
28/11/2007

	 	 	 	 	 	 	07, 09	 	  	 	  	 	
In Examination







 



	
MCT


	 
	
Country

	 	
App. No.

	 	
Filed

	 	
Trademark No.

	 	 	
Class

	 	
Date of Grant

	 	
Next Renewal

	 	
Status/Next action


	
Hong Kong

	 	 	300941346	 	
25/08/2007

	 	 	300941346	 	 	 	07, 09, 42	 	
4/3/2008

	 	
24/08/2017

	 	
In renewal







 




  





  











  






 




	
Attachement to the


Asset Purchase Agreement


between OTI and SMARTRAC

	
Attachment 2.3


Trademarks









 



	
ZEUS (Passport Production Line)


	 
	
Country

	 	
App. No.

	 	
Filed

	 	
Trademark No.

	 	 	
Class

	 	
Date of Grant

	 	
Next Renewal

	 	
Status/Next action


	
Israel

	 	 	205542	 	
12/11/2007

	 	 	205542	 	 	 	07	 	  	 	  	 	
Registered


	
Israel

	 	 	205543	 	
12/11/2007

	 	 	205543	 	 	 	09	 	  	 	  	 	
Registered


	
China

	 	 	6379204	 	
21/11/2007

	 	 	 	 	 	 	07	 	  	 	  	 	
In Examination


	
China

	 	 	6379203	 	
21/11/2007

	 	 	 	 	 	 	09	 	  	 	  	 	
In Examination


	
Community Trademark

	 	 	006447817	 	
19/11/2007

	 	 	006447817	 	 	 	07, 09	 	  	 	  	 	
Registered


	
Republic of Korea

	 	 	40-2007-60045	 	
22/11/2007

	 	 	 	 	 	 	07, 09	 	  	 	  	 	
Allowed


	
Taiwan

	 	 	96055403	 	
23/11/2007

	 	 	 	 	 	 	07, 09	 	  	 	  	 	
In Examination


	
U. S. A.

	 	 	77/333790	 	
20/11/2007

	 	 	 	 	 	 	07, 09	 	  	 	  	 	
In Examination


	
Malaysia

	 	 	07024613	 	
13/12/2007

	 	 	 	 	 	 	09	 	  	 	  	 	
Published


	
Malaysia

	 	 	07024614	 	
13/12/2007

	 	 	 	 	 	 	09	 	  	 	  	 	
Published







 




  





  











  






 








Attachment 2.2.3                                Inventories


 


[an actual overview shall be provided at the Closing Date]


 









  





  











  






 


Attachment 2.2.5                                Technical Books and Records


 





 


Please refer to CD-ROM attached to the Agreement





 




  





  











  






 


Attachment 2.2.6                                Assumed Agreements


 




The Assumption of the following agreements is subject to additional terms under this Agreement:


 







PURCHASE AGREEMENT







This Purchase Agreement (the “Agreement”) is made by and between


 


***







Hereinafter referred to as *** “Buyer”;  and    







ON TRACK INNOVATIONS Ltd (OTI), a company incorporated under the laws of ISRAEL at the Companies House of Z.H.R. Industrial Zone, Rosh Pina, Israel under the No 52-004286-2, represented by Mr. Oded Bashan as Chief Executive Officer.







Hereinafter referred to as the “Supplier” or “OTI”.







Collectively referred to as the “Parties” or individually to as the “Party”.







Whereas, the Parties agree to have their relationship which shall consist of the delivery by Supplier of antennae for Dual card and Contractless card pursuant to ***  (the “Purpose”) governed by *** General Conditions of Purchase as attached herein (Appendix 1);







Whereas, at Supplier’s request *** has accepted, on a derogation basis, and in due consideration to the further possible volume and their contemplated business relationship, to supplement and modify certain of the provisions of the General Conditions of Purchase;







The Parties have agreed to the following:







Article 1 – MODIFICATIONS TO THE ARTICLE ‘‘ORDERS”







The Parties agree to delete the entire article 1 of the General Conditions of Purchase and to replace it with the following:







“Any order shall be governed exclusively by the General Conditions of Purchase set out hereinafter and, where applicable, the special conditions set out on the order. Acceptance by the supplier of one of our orders automatically implies agreement to waive the supplier’s right to require application of the provisions of its commercial paper and its own general conditions of sale or any other conditions of any kind.







An order shall be deemed accepted by the supplier provided that supplier sends to *** a written Order Acknowledgement within three (3) working days, either by post, electronic data exchange, facsimile or email, in which supplier shall confirm the part number, the ordered quantity, price, delivery place and the delivery date. Once the Order Acknowledgement is issued by supplier, the Order cannot be cancelled or changed, unless otherwise mutually agreed or as provided under Article 3 herein.”







Article 2 – MODIFICATIONS TO THE. ARTICLE “DELIVERY”







The Parties agree to delete the entire article 3 of the General Conditions of Purchase and to replace it with the following:







“The supplier shall follow the instructions which it receives regarding the place of delivery.







The date set for delivery is indicated in the order and is imperative, subject to application of the special conditions agreed between the parties with regard to ‘open’ orders including a ‘sliding schedule’, to be confirmed on a regular basis. 


 




  





  











  






 


Supplier may, at least fourteen (14) working days prior to the originally scheduled delivery date and subject to *** reschedule the delivery date and/or quantity of an Order, except that, with respect to the originally scheduled date, such updated delivery date shall not occur after (i) (6) months if Modules are delivered by *** one (1) month if Modules are purchased by supplier.”







Article 3 – MODIFICATIONS TO THE ARTICLE “PRICES”







The Parties agree to delete the entire article 7 of the General Conditions of Purchase and to replace it with the following:







“Unless otherwise stated in the order, prices are indicated DDU. OT location specified in the order, which shall be either *** Incoterms, 2000). Prices are definitive and fixed and they cannot be revised in the light of changing economic circumstances. Likewise, unless otherwise indicated, these prices include packaging on the goods as required for their protection during storage as well as the appropriate packing materials and items required for transportation in line with article 5 above.







Article 4 – MODIFICATIONS TO THE ARTICLE “SETTLEMENT OF INVOICES”







The Parties agree to delete the entire article 9 of the General Conditions of Purchase and to replace it with the following:







“Unless otherwise stated in the order, no advance payments will be made when orders are placed.


 


Unless otherwise agreed to in writing by both parties, invoices shall be settled by means of bills to order or bills of exchange redeemable sixty (60) days after the issuance of a valid invoice. This period shall be calculated on the basis of the actual delivery date, on the understanding that the amount paid takes account of any late delivery penalties as detailed in article 10 below.


 


It is however understood between the Parties that payment terms may be extended upon mutual agreement should the annual volume of the orders (taxes excluded). Late payments penalties shall be capped to three (3) times the legal interest rate applicable at the time payment is overdue.”







Article 5 – MODIFICATIONS TO THE ARTICLE “DELAYS IN DELIVERIES, LATE DELIVERY PENALTIES”







The Parties agree to delete the entire article 10 of the General Conditions of Purchase and to replace it with the following:







“Any deliveries made after the contractual date (i.e. the date stipulated on the order or a subsequent date explicitly agreed to by ourselves) shall, after a five (5) calendar day-grace period, lead to the supplier incurring late delivery payments.







The amount of these penalties – which shall be credited *** credit note forthwith upon receipt of an invoice describing same - shall correspond either to the losses and expenses incurred by us as a result of the supplier’s failure to comply with its obligations, or to a percentage of the value of the late delivery. Unless otherwise stipulated, this percentage shall be 2% (two per cent) per week for the first two (2) weeks; it shall subsequently increase to 5% (five per cent) per week. These penalties shall however be capped at 20% (twenty per cent) of the value of the late delivery. 


Any delay of over one (1) month may lead to the application of the article 13 below.”







Article 6 – MODIFICATION TO THE ARTICLE “WARRANTY”







The Parties agree to modify the article 6 of the General Conditions of Purchase by adding thereto the new following sub-sections:


 


***


 




  





  











  




 




Except as otherwise modified herein, the General Conditions of Purchase as modified hereby shall remain in full force and effect and the Agreement shall enter into force for a period of three (3) years starting from the latest date of the signature of the Agreement, which shall form the entire and sole agreement between the Parties with respect to the Purpose.


 




  





  











  






 



	***	 	ON TRACK INNOVATIONS (OTI)
	 	 	 
	
Dale 15/06/09

	  	
Date


	  	  	  
	
Signature 

	***	
Signature 

	
  







 


APPENDIX 1







*** GENERAL CONDITIONS OF PURCHASE


(APPLICABLE AS FROM JANUARY 2008)







ARTICLE 1– ORDERS




Any order shall be governed exclusively by the general conditions set out hereinafter and, where applicable. The special conditions set out on the order. Acceptance by the supplier of one of our orders automatically implies agreement to waive the supplier’s right to require application of the provisions of its Commercial paper and its own generaI conditions of sale or any other conditions of any kind. An order shall be deemed accepted by the supplier unless (i) the supplier has expressed reservations in writing within 10 (ten) days of its receipt and (ii) these reservations have been formally accepted by ourselves.







ARTICLE 2 – COMPLIANCE WITH REGULATIONS




The goods and services ordered shall comply in all respects with current legal and regulatory provisions, particularly as regards:



	 	●	the quality, composition, presentation and labelling of goods;
	 	
●

	
compliance with the requirements set out an environmental regulations;


	 	
●

	
workplace and employment law.







 


In addition to this, those items covered by official standards *** ISO, EU etc.) shall be delivered in a state which meets the relevant requirements in full. 


*** together with the decrees and related circulars specifying the provision applicable concurring undsclared work, and to supply *** the necessary certificates for the ***.







ARTICLE 3 – DELIVERY




The supplier shall follow the instruction which it receives regarding the place of delivery.


The date set for delivery is indicated in the order and is imperative, subject to application of the special conditions agreed between the parties with regard to ‘open’ orders including a ‘sliding schedule’ to be confirmed on a regular basis.


Unless the supplier formally objects within ten (10) days of the date on which it receives notification from us, we reserve the option of *** the quantities and delivery dates initially agreed upon. Any delivery made before the date specified in our order will only be accepted if we give prior permission for this.







ARTICLE 4 – INSPECTION


No consignment may be dispatched without the supplier drawing up beforehand a certificate stating that the goods meet the specifications contained in our order. Should these specifications indicate that special tests are required, an account of these tests shall be included in reports to be sent with the certificate, referred to below.







ARTICLE 5 – CONSIGNMENTS


All consignments shall include a consignment note in duplicate, in which the supplier gives all the information required for identification of the package (and in particular our order references and the nature and quantity of the goods enclosed). The package shall also contain the certificates and test reports drawn up by the supplier as required under article 4 above. Consignment notes shall be provided even in the case of collection of the items by us. In the case of deliveries by third parties, the consignment notes shall be placed within the package. A label clearly visible on the outside of the packaging shall indicate the following details: delivery number and place of delivery.


The conditions of carriage shall b e covered by specific provisions set out in the order. Failing this, the supplier itself shall take charge of transportation and insurance for the goods transported to the location indicated by us.







ARTICLE 6 – TRANSFER OF OWNERSHIP, TRANSFER OF RISKS


The transfer of ownership shall take place in accordance with the general law regarding sale of goods, notwithstanding any ownership retention clause, which cannot be applied to our company unless a copy of it is signed by one of our duly empowered representatives.


The transfer of risks takes place when the goods are delivered to the location indicated on the order - alternatively it takes place when the goods are collected from the supplier’s premises.







ARTICLE 7 – PRICES


Unless otherwise stated in the order, prices indicated therein are definitive and fixed - they cannot be revised in the light on changing economic circumstances.


Likewise, unless otherwise indicated these prices include packaging of the goods as required for the protection during storage as well as the appropriate packing materials and items required for transportation in line with article 5 above.


The supplier shall take full charge of, and responsibility for disposing of the packaging once the goods have been unpacked.







ARTICLE 8 – INVOICING


The supplier shall draw up invoices within three days of the delivery as defined in article 3 above. These invoices, drawn up in implicate, shall be sent as the following address: ***


We reserve the right to reject invoices for and deliveries of any *** for which we have not placed an order in the prescribed form.







ARTICLE 9 – SETTLEMENT OF INVOICES


Unless otherwise stated in the order to advance payments will be made when orders are placed.




Unless otherwise agreed to in writing by both parties, invoices shall be settled by means of bills to order or bills of exchange redeemable 90 days after the end of the month in which delivery takes place on the 10th of the following month. This period shall be calculated on the basis of the actual delivery date, on the understanding that the amount paid takes account of any late delivery penalties as detailed in article 10 below.







ARTICLE 10 – DELAYS IN DELIVERIES, LATE DELIVERY PENALTIES


Any deliveries made after the contractual date (i.e. the date stipulated on the order or a subsequent date explicitly agreed to by ourselves) shall automatically lead to the supplier incurring late delivery payments.


The amount of these penalties - which shall be deducted from the invoice settlements as indicated in article 9 above - shall correspond either to the losses and expenses incurred by us as a result of the supplier’s failure to comply with its obligations, or to a percentage of the value of the late delivery. Unless otherwise stipulated, this percentage shall be 2% (two per cent) per week for the first two weeks; it shall subsequently increase to 5% (five per cent) per week. These penalties shall however be capped at twenty-five per cent (25%) of the value of the late delivery.


Any delay of over one month may lead to our applying article 13 below.







ARTICLE 11 – WARRANTY


The supplier shall take all appropriate steps, entirely at its own expenses, to remedy any defects in the goods. It shall fully indemnify and hold harmless us from and against any and all losses, damage and expenses incurred as a result of these defects.


Should the supplier be unable to implement the present clause satisfactorily, we reserve the right to have the necessary work carried out at the expense of the supplier, without prejudice to the application of the termination clause.


The supplier certifies that the goods delivered and / or the service provided are not subject to any rights held by third parties and in particular that they are unencumbered by any third-party industrial or intellectual property rights. The supplier fully guarantees us against all legal proceedings and claims for damages in this connection.









  





  











  






 


ARTICLE 12 – CONFIDENTIALITY


The supplier agrees to maintain the confidentiality of all the technical and commercial information with which we supply it to enable it to carry out our order.







ARTICLE 13 – TERMINATION FOR FAULT OF THE SUPPLIER


If the supplier is in breach of any of its obligations under our order - and fails to remedy the breach within fifteen (15) days after written notice by us, except in those cases referred to in articles 10 and 11 when no formal notice is required - we reserve the right to terminate our order without any need to carry out any legal formalities.







ARTICLE 14 – SETTLEMENT OF DISPUTES


UNLESS OTHERWISE AGREED TO IN WRITING BY BOTH PARTIES, THE PRESENT GENERAL CONDITIONS OF PURCHASE SHALL BE GOVERNED *** EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES) TO THE EXCLUSION OF THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. ANY DISPUTES ARISING WITH REGARD TO THE INTERPRETATION OR PERFORMANCE OF OUR ORDERS SHALL, UNLESS A ‘FRIENDLY SETTLEMENT’ IS REACHED, BE DEFINITIVELY SETTLED BY THE COURTS HOLDING JURISDICTION OVER OUR REGISTERED OFFICE.









  




  









  






 



Attachment 5.1                                List of Machine Sale Agreements


 







	
A.  

	
Gemalto – 4 punching machines (2 in 3/2008 and 2 in 12/2008).







 



	
B.  

	
Gemalto – 3 milling machines (1 in 3/2008 and 2 in 12/2008).







 



	
C.  

	
Syscom – 5 SIM lines machines (9/2007).







 



	
D.  

	
Gemalto – 2 milling machines (end of 9/2009).












 



  









  













  




 


Attachment 6.10                                Machinery and manufacturing equipment sold during the Period


 




	
List of machine sold since July, 2009

	  	  	  	  



 


	
Item

	
Name

	
Model

	
Qty.

	
Customer

	
Delivery Date


	
1

	
Milling machine

	
AICP5000-1

	
2pcs

	
Shanghai GMT

	
Oct, 2009








  







 




  













  









 


Attachment 7.1                                Shut-Down Concept


 





 


Shutdown Concept







This document is intended to describe a plan according to which MCT will shutdown. The plan comprises three consecutive phases, in accordance to the groups of assets (i.e., Group 1, Group 2 and Group 3) as defined in the APA between Smartrac and MCT. The three phases are as follows:


 


MCT will apply for a license from the Chinese authorities, for the transfer of assets which are defined as Group 1 to Hong Kong. Upon the reception of such license from the Chinese authorities, MCT will transfer the assets which are classified as Group 1 to Hong Kong, and from there Smartrac will be able to ship it to wherever they choose.







Upon completion of MCT’s production commitment to its customers, MCT will cease its operations regarding the manufacturing and sale of wire embedding inlays, wire embedding based cards and the machines which were manufactured by MCT prior to the closing date. In addition, MCT will apply for additional license from the Chinese authorities for the assets which are classified as Group 2. Following the reception of such license MCT will transfer the assets which are classified as Group 2 to Hong Kong. However, in order to ease the process with the Chinese authorities, the process of applying for license and transferring the assets for Group 2 will be done gradually, and will repeat itself until all the machines which are classified as Group 2 will be outside China (i.e., in Hong Kong or anywhere else that Smartrac will choose).







When all the assets which are classified as Group 2 will be out of China, and in order to ease and simplify the transfer of assets, MCT may apply for a license for transfer part or all of Group 3 assets. Following the reception of such license MCT will transfer the said assets to Hong Kong. However, in order to ease the process with the Chinese authorities, this process will be done gradually, and will repeat itself until all of the applied and granted Group 3 assets will be outside China (i.e., in Hong Kong or anywhere else that Smartrac will choose).


 




	Page 1 of  4	

Confidential













  





  











  






 





 


Following the completion of transfer of Group 3 assets (for those the Chinese authorities granted license) and in case there are additional Group 3 assets to be transferred or in case it was concluded that such transfer will be impractical without declaring the closure of MCT, MCT will declare its closure to the Chinese authorities and will follow the instructions given by the Chinese authorities, and at the same time will apply to the Chinese authorities for license to the  transfer of the remaining Group 3 assets, to Hong Kong. If such approval is given by the Chinese authorities, MCT will transfer the remaining assets to Hong Kong.


 




	Page 2 of  4	

Confidential













  





  











  








 





 


 








 




	Page 3 of  4	

Confidential













  





  











  






 





 


Comments:








	
1.  

	
In any step of the process the Chinese authorities might get involved and/or interfere in unpredictable ways. MCT will take all measures to minimize the chance of such involvement, for example by splitting phase 2 into several cycles, but in a scenario that the Chinese authorities cause some hindrances in the process, the entire plan described above will be subject to changes, in accordance to the Chinese authorities instructions.













	
2.  

	
Following phase 2, in case that MCT’s rental contract comes to an end prior the completion of the shutdown plan, MCT will transfer all its assets and raw materials from its current premises to a designated warehouse inside FuTian Free Trade Zone, Shenzhen, China, provided by Smartrac.







 




	Page 4 of  4	

Confidential













  





  











  









 


Attachment 7.6                                List of “A-Assets”


 


Please refer to Attachment 2.2.1


 




  





  











  









 


Attachment 7.7                                Asset Status List


 


Please refer to Attachment 2.2.1


 




  





  











  






 





Attachment 7.8                                List of assets according to Group 1 - 3


 


Please refer to Attachment 2.2.1