Exhibit 4.23
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
(Proprietary & Strictly Confidential)
_________________________________________________
UNIMOS MICROELECTRONICS (SHANGHAI) CO., LTD.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
_________________________________________________
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Index
Article 1. | Definitions | 2 |
1.1 | Definitions | 2 |
1.2 | Interpretations | 4 |
Article 2. | The Parties | 5 |
2.1 | Investor A | 5 |
2.2 | ChipMOS BVI | 5 |
2.3 | Investor C | 5 |
Article 3. | Basic Information of the Company | 6 |
3.1 | Name and Address | 6 |
3.2 | Organization | 6 |
3.3 | Legal Compliance | 6 |
Article 4. | Business Purpose and Business Scope | 6 |
4.1 | Purpose | 6 |
4.2 | Business Scope | 6 |
Article 5. | Total Investment Amount and Registered Capital | 6 |
5.1 | Total Investment Amount | 6 |
5.2 | Registered Capital | 6 |
5.3 | Capital Contribution of the Parties and Shareholding Percentage | 7 |
5.4 | Timing of Remittance of Capital Contribution | 7 |
5.5 | Certificate of Capital Contribution | 7 |
5.6 | Adjustment of Registered Capital and Further Capital Contribution | 7 |
5.7 | Listing | 8 |
Article 6. | Equity Interest Transfer | 8 |
6.1 | General Rules | 8 |
6.2 | Permitted Transfer | 9 |
6.3 | Transfer Procedure | 9 |
6.4 | The Encumbrance of the Equity Interest | 10 |
6.5 | Further Assurance | 10 |
Article 7. | Representations, Warranties and Covenants | 10 |
7.1 | General Representations and Warranties | 10 |
7.2 | Covenants of Investor A | 11 |
7.3 | Covenants of ChipMOS BVI | 11 |
Article 8. | The Board | 12 |
8.1 | Composition of the Board | 12 |
8.2 | Power of the Board | 13 |
8.3 | Meetings of the Board | 14 |
8.4 | Deadlock | 17 |
Article 9. | Management Organization | 17 |
9.1 | Management Organization | 17 |
9.2 | Duties of the Senior Executive | 18 |
Article 10. | Supervisors | 19 |
10.1 | Supervisors | 19 |
10.2 | Power of Supervisor | 19 |
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 11. | Business Activities and Technology Licensing | 20 |
11.1 | Purchase | 20 |
11.2 | Operation and Management Support | 20 |
11.3 | Technology Licensing and Technical Support | 20 |
11.4 | Stability and Growth of Core Business Team (Deleted) | 20 |
11.5 | Trademarks | 20 |
Article 12. | Labor Management | 20 |
12.1 | Principles of Management | 20 |
12.2 | Number of Employees | 21 |
12.3 | Labor Contracts | 21 |
12.4 | Terms and Conditions of Dispatched Employees | 21 |
12.5 | Labor Union | 21 |
Article 13. | Accounting System | 21 |
13.1 | Financial System | 21 |
13.2 | Auditing | 22 |
13.3 | Financial Reports | 22 |
13.4 | Fiscal Year | 22 |
13.5 | Bank Accounts and Foreign Exchange Management | 22 |
13.6 | Profit Distribution | 22 |
13.7 | Consolidated Financial Statements | 22 |
Article 14. | Taxes and Insurance | 23 |
14.1 | Income Tax, Customs and other Taxes | 23 |
14.2 | Insurance | 23 |
Article 15. | Confidentiality and Non-Competition | 23 |
15.1 | Confidentiality | 23 |
15.2 | Non-competition | 24 |
Article 16. | Term, Termination and Liquidation | 25 |
16.1 | Term of Operation | 25 |
16.2 | Termination | 25 |
16.3 | Liquidation | 26 |
16.4 | Further Assurance | 26 |
16.5 | Continue in Effect | 26 |
Article 17. | Default | 27 |
17.1 | Event of Default | 27 |
17.2 | Liabilities for Default | 27 |
Article 18. | Force Majeure | 27 |
18.1 | Definition of Force Majeure | 27 |
18.2 | Effect of Force Majeure | 28 |
Article 19. | Governing Law and Dispute Resolution | 28 |
19.1 | Governing Law | 28 |
19.2 | Dispute Resolution | 28 |
Article 20. | Miscellaneous | 30 |
20.1 | Entering into Force | 30 |
20.2 | Non-disclosure | 30 |
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
20.3 | Waiver | 30 |
20.4 | Assignment | 30 |
20.5 | Independent Contractor | 30 |
20.6 | Amendment | 31 |
20.7 | Severability | 31 |
20.8 | Notices | 31 |
20.9 | Further Effort | 33 |
20.10 | Expenses | 33 |
20.11 | Language and Counterpart | 33 |
20.12 | Entire Agreement | 33 |
20.13 | This Restatement | 33 |
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
THIS "AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE" (this "Agreement") is entered into as of this 24th day of July, 2023 in Beijing by and among:
Each of the above party (3) to (7) is hereinafter referred to individually or collectively as a "Investor C" (depending on the context.) The parties hereto are hereinafter referred to individually as a "Party" and collectively as the "Parties."
RECITALS
Pursuant to the "Company Law of the People's Republic of China," the "Foreign Investment Law of the People's Republic of China," and relevant laws of the People's Republic of China, the Parties agree to invest in and carry out the operation of the Company together through amicable negotiations and in accordance with the principle of equality and mutual benefit.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 1. Definitions
Except as otherwise provided herein, the following terms, as used herein, have the following meanings:
"Related Party" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, "control" means the power, directly or indirectly, to direct or cause others to determine the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including (a) the direct or indirect beneficial ownership of at least 50% of the outstanding shares or other equity interests of such Person; (b) the direct or indirect beneficial ownership of at least 50% of the voting power of such Person; or (c) the power, directly or indirectly, to appoint at a majority of the members of the board of directors or similar governing body of such Person. To clarify, the Related Parties of Investor A include only Yangtze Memory Technologies Holding Co., Ltd. (or its successors) and the subsidiaries controlled by it. In addition, any Person shall not be viewed as Investor A's Related Party merely because such Person is also controlled by the government.
"Articles of Association" means the amended and restated Articles of Association of the Company, which is included herein as Annex I and executed at the same time as this Agreement.
"Board" means the board of directors of the Company.
"Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions located in Beijing or Hsinchu, Taiwan, are authorized or obligated by applicable Laws or executive order to close.
"China" means, for the purpose of this Agreement, Mainland China of the People’s Republic of China.
"Term of Operation" has the meaning defined in Section 16.1 herein.
"Company" means Unimos Microelectronics (Shanghai) Co., Ltd.
"Confidential Information" means (1) any confidential information (whether conveyed in written, oral or in any other form), whether tangible or intangible, in connection with organization, business, technology, finance, transaction, affairs, launched or not launched software or hardware, or any marketing, promotion or business policies of products, of the Company or the Parties; and (2) any information or materials prepared by any Party, its recipient, or the Company, that contain or otherwise reflect, or are generated from, the Confidential Information provided in Item (1).
"Deadlock" has the meaning defined in Section 8.4 herein.
"Transaction Documents" means this Agreement and the Articles of Association.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
"Encumbrance" means (1) any mortgage (whether fixed or floating), pledge, lien, warrant, guarantee, deed of trust, tenure, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of any obligation of any Person (except as provided by Laws), including without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable Law; (2) any appointment of proxy, power of attorney, voting agreement, interest, option, right of first offer, negotiation, refusal or transfer restriction in favor of any Person; and (3) any claim that is unfavorable to tenure, possession, or use.
"Effective Date" means the date of execution of this Agreement.
"Equity Interest" means the equity interest of the Company.
"Force Majeure" has the meaning defined in Section 18.1 herein.
"Fiscal Year" means the accounting year of the Company.
"Auditor" means the auditor selected by Board pursuant to Section 13.2 herein.
"Laws" means all applicable laws, regulations, rules and orders promulgated by any legislative institution, judicial institution, government agency, stock exchange or other self-regulatory body, including any laws, statutes or other legislative measure and any regulations, rules, treaties, orders, decrees or judgments.
"Senior Executive" has the meaning defined in Section 9.1 herein.
"Person" means a natural person, corporation, joint venture, enterprise, partnership, trust, unincorporated organization, limited liability company, company limited by shares, government or any government department or authority, or any other entity.
"Chinese Accounting Standards" means Accounting Standards for Business Enterprises of the People's Republic of China, as amended from time to time.
"Registration Authority" means the State Administration for Market Regulation of the People's Republic of China, or, in certain cases, other qualified local Administration for Market Regulation.
"Renminbi" or "RMB" means the lawful currency of China.
"Subsidiary" means, with respect to any Person, directly or indirectly holds any registered capital or share capital representing certain ownership interests or voting equity interests of, and has actual or de facto controlling power over such other Person. For the purpose of this Agreement, the Company shall not be deemed as a Subsidiary fo any Party.
"Third Party" means any entity other than the Parties.
"United States Dollar" or "USD" means the lawful currency of the United States of America.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
"Material Adverse Effect" means any adverse effect satisfying all of the following conditions for a Party or the Company (as applicable): (1) any event (including representation, warranties and undertakings, etc.) incurs damage, loss and/or liability (collectively as “Adverse Effect”) to operation, business, condition (business, technological, legal, or financial condition, etc.), asset or liability; (2) the Adverse Effect amount in one single event alone exceeds Renminbi fifteen (15) million (RMB15,000,000) or the Adverse Effect and other events result in adverse effect to a Party or the Company (subject to the actual condition) in aggregate exceeds Renminbi thirty (30) million (RMB30,000,000).
"Governmental Authority" means national, provincial, local or similar governmental, regulatory or administrative body, department or committee, or any court, tribunal or judicial or arbitral body of China or any other country.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 2. The Parties
Yangtze Memory Technologies Holding Co., Ltd., a limited company duly organized and existing under the Laws of China, with its Unified Social Credit Code 91420100MA4KQ9MW0P, having its registered office at Room 1701, Building A, Overseas Talents Building, No. 999 Gaoxin Avenue, East Lake High-tech Development Zone, Wuhan City, and its legal representative on the execution date of this Agreement being:
Name: Nan-Xiang Chen
Title: Chairman
Nationality: China
ChipMOS TECHNOLOGIES (BVI) LTD., a company duly organized and existing under the Laws of British Virgin Islands, having its registered office at P.O. Box 957 Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and its legal representative on the execution date of this Agreement being:
Name: Teng-Yueh, Tsai
Title: Director
Nationality: Taiwan, China
Name: Yoshida Hitoshi
Title: Chairman
Nationality: Japan
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 3. Basic Information of the Company
The Company is a limited liability company organized under Laws of China. Except where otherwise provided herein, the liability of each Party to the Company is limited to the total amount paid by such Party as the registered capital of the Company in accordance with Article 5 hereof. The profits of the Company shall be shared by the Parties in proportion to their respective contributions to the registered capital of the Company. A creditor of the Company has recourse only to the assets of the Company and neither Party shall be subject to any liability if the assets of the Company are insufficient to satisfy the claims of its creditors.
The Company conducts its business pursuant to Laws of China and other jurisdictions.
Article 4. Business Purpose and Business Scope
Strengthen the business collaboration between the Parties, leverage the advantages of each Party, make optimal use of the resources of each Party, and actively enhance the business efficiency of the Company in order to make each Party obtain a satisfactory return on its investment.
The business scope of the Company is as follows: assembly and testing services for semiconductors (silicon and compound semiconductor) and integrated circuits (including sub-systems and modules), technology development, technical services, and sales of the products manufactured by the Company, including manufacturing of MEMS and compound semiconductor integrated circuit and advanced assembly and testing of BGA, CSP and MCM etc. (operations and activities subject to any approval according to the Laws may not be carried out unless such approval is issued by the competent authority).
Article 5. Total Investment Amount and Registered Capital
The total investment amount of the Company is RMB6,500,000,000.
The registered capital of the Company is RMB2,468,843,599.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
The capital contribution and shareholding percentage for the registered capital of the Company by each Party are as follows (RMB):
Shareholder | Subscribed Capital Contribution (Yuan) | Paid-in Capital (Yuan) | Shareholding Percentage |
Investor A | 1,257,630,666 | 1,257,630,666 | 50.9401% |
ChipMOS BVI | 1,111,576,624 | 1,111,576,624 | 45.0242% |
Accretech | 34,964,934 | 34,964,934 | 1.4162% |
Chao-Jung Tsai | 33,187,500 | 33,187,500 | 1.3443% |
Shih-Jye Cheng | 27,656,250 | 27,656,250 | 1.1202% |
Shou-Kang Chen | 3,062,100 | 3,062,100 | 0.1240% |
David W. Wang | 765,525 | 765,525 | 0.0310% |
Total | 2,468,843,599 | 2,468,843,599 | 100% |
In the event that one Party contributes capital by foreign currency, the exchange rate applicable to the capital contribution shall be the central exchange rate as announced by the People's Bank of China on the date of its capital contribution (Medial Rate).
The Parties confirm that as of May 11, 2020, each Party has fully paid to the Company the registered capital subscribed by it. The Parties have no obligation to further contribute the registered capital as of the execution date of this Agreement.
For any Party, the Company shall issue a certificate of capital contribution to such Party after the remittance of the capital contribution amount to reflect the Equity Interest structure set forth herein.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
The Parties shall use the best efforts to consummate the listing of the Company within five (5) years after November 30, 2016.
Article 6. Equity Interest Transfer
In addition, without the consent of Investor A and ChipMOS BVI, no Party may change its ultimate actual controlling Person; doing so will constitute a substantive breach.
Notwithstanding the foregoing, Investor A shall not be deemed as breaching the aforementioned provision for change of the ultimate actual controlling Person if the Equity Interests held by Investor A or its ultimate actual controlling Person are Transferred based on the request of Governmental Authority in China. Since the ultimate actual controlling Person of ChipMOS BVI is a listed company in Taiwan, ChipMOS BVI shall not be deemed as committing a breach of the aforementioned provision if the ultimate actual controlling Person of ChipMOS BVI is changed due to any transaction in the securities market, or merger or acquisition (collectively as the "Exceptions for Change of the Actual Controlling Person").
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Each Non-Transferring Party shall notify the Transferring Party of its intention in written to purchase the Proposed Transferred Equity Interests or jointly sell the Proposed Transferred Equity Interests within thirty (30) days after receipt of the Transfer Notice. If the Non-Transferring Party fails to issue the aforementioned written notice in accordance with this Section 6.3.2, such Non-Transferring Party shall be deemed to have waived the aforementioned rights of first refusal and co-sale. In addition, if a Non-Transferring Party informs in writing that it will exercise the right of first refusal, it shall be deemed to have waived the co-sale right automatically and vice versa.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
No Party may, without the prior written consent of Investor A and ChipMOS BVI, make any mortgage, pledge, or guarantee, or place any Encumbrance on all or part of its Equity Interest.
Each Party hereby agrees to comply with the provisions regarding the Transfer of Equity Interests herein, and further agrees that the Board shall be deemed to have unanimously approved such Transfer. Upon the proposed Transfer, each Party shall immediately take all necessary actions and sign all necessary documents for making such Transfer effective, and promptly cause the officers it appoints to the Board and the Company to take the all necessary actions (including voting in favor of such Transfer on the Board) and sign all necessary documents for making such Transfer effective.
Article 7. Representations, Warranties and Covenants
Each Party hereby represents and warrants to the other Parties as follows:
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
In addition to the obligations of Investor A hereunder or under other agreements it has entered into with the Company or other Equity Interest holders, Investor A agrees and undertakes to perform the following covenants at the reasonable request of the Company:
In addition to the obligations of ChipMOS BVI hereunder or under other agreements it has entered into with the Company or other Equity Interest holders, ChipMOS BVI agrees and undertakes to perform the following covenants at the reasonable request of the Company:
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 8. The Board
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
In respect of the matters specified in Section 8.2.1, items (1) to (4) shall be resolved unanimously by the directors present at the meeting of the Board; items (5) to (9) shall be resolved by a two-thirds (2/3) majority of the directors present at a meeting of the Board. Any other matters shall be approved by the simple majority of the directors present at the meeting of the Board. If the resolution involves both Investor A and ChipMOS BVI or their Related Parties, directors appointed by Investor A and ChipMOS BVI shall have the right to participate in voting on the resolution after disclosing the interest, unless otherwise provided by the Laws.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 9. Management Organization
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 10. Supervisors
Supervisors shall exercise the following powers:
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
All of the above-mentioned matters shall be subject to the discretion of any supervisor.
Article 11. Business Activities and Technology Licensing
Under the same the terms and conditions of the purchases, the Company shall give priority to purchasing from suppliers within China. The Company has the right to purchase equipment or materials abroad in its own name, or to entrust any Party to assist in the purchase.
At the request of the Company, ChipMOS BVI and its Related Party will provide part of the operation and management support to the Company, which shall be stipulated in accordance with the Business Management Consulting Service Agreement signed by the Company and ChipMOS BVI and/or its Related Party. ChipMOS BVI and its Related Party shall strive for the Company's advantages on operation and management in the industry.
If required by the operation of the Company, ChipMOS BVI and its Related Party will provide technical support to the Company as agreed in other written contracts.
The trademarks used by the Company shall be applied by the Company itself and legally registered.
Article 12. Labor Management
All matters related to the labor management of the Company shall be handled in accordance with the provisions and procedures under the applicable Laws of China. Major matters shall be approved by the Board.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
The general manager shall determine the number of employees required for the effective operation of the Company within the framework of the budget formulated by the Board.
The matters concerning the employment, dismissal, resignation, remuneration, welfare, reward, confidentiality, non-competition, discipline, punishment and labor insurance of the employees of the Company shall be stipulated in the labor contracts signed between the Company and individual employees. The Company may hire foreign employees based on its needs of business and assist its foreign employees to fulfill the approval procedures in connection with their entry, employment and residence.
The Parties agree that the remuneration and benefits of the dispatched employees of the Parties shall be formulated by the general manager in accordance with the qualification of dispatched employees (including foreign employees) of the Parties, and shall be submitted to the Board for approval.
The Company shall abide by the Labor Union Law of China.
Article 13. Accounting System
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
The Company shall employ an independent accounting firm registered in China as the Company's Auditor (the "Auditor") to inspect and verify the Company's annual financial statements, financial reports at the time of liquidation and any other financial documents required by the Board.
The Company shall use the calendar year as its Fiscal Year, beginning on 1 January of each calendar year and ending on 31 December of the same year.
The Parties agree that the financial statements of the Company shall be consolidated by Investor A and the Company shall submit the financial statements in accordance with the format, type and time required by Investor A.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 14. Taxes and Insurance
Article 15. Confidentiality and Non-Competition
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 16. Term, Termination and Liquidation
The term "materially violates" referred to in this Section 16.2.3(1) means that the breach of obligations under this Agreement of one Party which causes the failure of the purpose of this Agreement, or causes great difficulties in the continuing operation of the Company.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Each Party hereby agrees to the termination and liquidation of the Company under Article 16 and further agrees that the Board shall be deemed to have unanimously agreed to such termination or liquidation. Upon termination or liquidation, each Party agrees to promptly take all actions required by Laws to complete the termination or liquidation, and to sign all required documents. Each Party agrees to cause directors appointed by it and the Company to take all actions required by Laws to complete the termination or liquidation, and to sign all required documents.
After termination of this Agreement, Articles 15 to 20 of this Agreement shall continue to have full force and effect until the relevant obligations are performed.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 17. Default
Subject to the provisions of this Article 17, (1) if a Party fails or ceases to perform its obligations under this Agreement, and such Party fails to begin correcting such default within thirty (30) days of receipt of a written notice from the other Parties or Company, which specifies the nature of such default in a reasonable and detailed way, or fails to complete the correction with sixty (60) of receipt of such notice; or (2) if a Party makes any representation or guarantee that is untrue or inaccurate in any significant aspect, then such Party shall be deemed to breach this Agreement.
Article 18. Force Majeure
"Force Majeure" herein shall mean any event that happens after the Effective Date, and is beyond one Party's control and that is not foreseeable, avoidable or surmountable and that prevents the Party from performing all or part of its obligations under this Agreement. Force Majeure includes the following: earthquake, typhoon, flood, fire, war, malfunction in national or international transportation, act of Governmental Authority or public authority, epidemic, riot, strike, and other events which are unforeseeable, unavoidable and uncontrollable, including events generally accepted as Force Majeure events in international commercial practice.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 19. Governing Law and Dispute Resolution
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 20. Miscellaneous
This Agreement shall become effective upon being duly executed by the Parties (Chinese entity that is not a natural person shall also affix its company seal).
Without the prior written consent of Investor A and ChipMOS BVI, neither Party shall make any public announcement concerning the Company, this Agreement, this cooperation , or Company's business except (1) to disclose to the securities regulatory authority or the stock exchange of the jurisdiction of the disclosing Party (or its Related Party) in accordance with applicable Laws or stock exchange regulations; (2) to disclose to the relevant Governmental Authority officials in accordance with applicable Laws; (3) to disclose for the purpose of the performance of this Agreement; (4) to disclose for exercise of rights and performance of obligations of a Party under this Agreement or in connection with this Agreement; (5) to disclose for other purpose of integrity after the establishment of the Company; or (6) to disclose for any dispute in connection to this Agreement. Under the foregoing circumstances, if applicable, the Party who is required to disclose shall immediately notify other Parties in writing of such announcement, and shall discuss with the other Parties in good faith the specific wording of any such announcement and take precautionary measures to prevent any disclosure of Confidential Information to the maximum extent permitted by Laws.
No failure or delay by any of the Parties in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by any of the Parties of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by Laws.
Except as the Permitted Transfer set forth in Article 6 in this Agreement, any right and obligation under this Agreement shall not be assigned or transferred by any Party to any Third Party without the prior written consent of the other Parties. The assignment of this Agreement shall be subject to relevant procedures under this Agreement.
Nothing contained in or relating to this Agreement shall constitute or be deemed to appoint any of the Parties as the agent of the other Parties (except with the prior written consent of such other Party) or to authorize any of the Parties to create any expenses or other obligation of whatsoever form on behalf of or in the name of the other Parties (except with the prior written consent of such other Party).
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
This Agreement may be modified or amended only by executed written documents by the Parties to this Agreement.
If any provision of this Agreement is deemed invalid or unenforceable under the applicable Laws, such provision (shall be invalid or unenforceable only to the extent of such invalidity or unenforceability) shall be deemed severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. Under the forgoing circumstance, the Parties shall exercise its best efforts to enforce the provisions and commercial objectives of this Agreement and substitute for the invalid or unenforceable provision a valid and enforceable provision which conforms as nearly as possible with the original intent of the Parties.
Investor A: | Yangtze Memory Technologies Holding Co., Ltd. |
Address: | Room 1701, Building A, Overseas Talents Building, No. 999 Gaoxin Avenue, East Lake High-tech Development Zone, Wuhan City |
Attention: | Chairman Nan-Xiang Chen |
Facsimile number: | / |
Email: |
|
ChipMOS BVI: | ChipMOS TECHNOLOGIES (BVI) LTD. |
Address: | No.1, Yanfa 1st Rd., Hsinchu Science Park, Hsinchu City |
Attention: | Chairman Teng-Yueh, Tsai |
Facsimile number: | 886-3-566-8980 |
Email: |
|
Investor C: |
|
Accretech (China) Co., Ltd. | |
Address: | Room 2101C, No. 1077, Zu Chong Zhi Road, Ling Yang Building, Pudong New District, Shanghai, China |
Attention: | Hao Chen |
Facsimile number: | 021-3887-0805 |
Email: |
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|
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Chao-Jung Tsai | |
Address: | 11F., No. 601, Mingshui Rd., Zhongshan Dist., Taipei City |
Attention: | Chao-Jung Tsai |
Email: |
|
|
|
Shih-Jye Cheng | |
Address: | No. 27-16, Aly. 10, Ln. 81, Guanghua 2nd St., Hsinchu City |
Attention: | Shih-Jye Cheng |
Facsimile number: | 886-3-566-8980 |
Email: |
|
|
|
Shou-Kang Chen | |
Address: | No. 2, Ln. 188, Yuping Rd., Neighborhood 13, Wensheng Vil., East Dist., Tainan City |
Attention: | Shou-Kang Chen |
Email: |
|
|
|
David W. Wang |
|
Address: | 9F.-3, No. 1, Sec. 4, Xinyi Rd., Taipei City |
Attention: | David W. Wang |
Email: |
|
If more than one method described above is used by any Party, such notice, request, or other communication shall be deemed to have been received at the earliest date.
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
The Parties shall, upon each request by the other Parties, execute or attempt to execute such further documents, agreements, and contracts, and shall perform or attempt to perform such further acts as may reasonably be necessary to carry out and give full effect to the terms of this Agreement.
Unless otherwise expressly specified in this Agreement, each Party hereto shall bear its own attorney fees, expert fees and other expenses incurred in connection with the preparation, negotiation and execution of this Agreement.
Unless otherwise agreed by the Parties, this Agreement and the Articles of Association constitute the entire agreement of the Parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior oral or written agreements, contracts, understandings, or communications between the Parties with respect to the subject matter addressed in this Agreement. The attachments, appendices and schedules are part of this Agreement, and have the same binding force as the main part of this Agreement.
This Agreement is the amendment and restatement of the following agreements, and as of the execution date of this Agreement, the following agreements shall automatically terminate and will no longer be binding upon the signing parties: the "AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE of ChipMOS TECHNOLOGIES (Shanghai) LTD." and the 1st and 2nd supplemental agreements thereof made and executed among ChipMOS BVI, Investor C and other relevant parties respectively on November 30, 2016, April 10, 2017 and November 28, 2017, and the "3rd, 4th, 5th, 6th and 7th Supplemental Agreements for the AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE of Unimos Microelectronics (Shanghai) Co., Ltd." made and executed among ChipMOS BVI, Investor C and other relevant parties respectively on August 1, 2018, December 29, 2018, February 1, 2019, June 18, 2019 and August 8, 2019, and the "AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE of Unimos Microelectronics (Shanghai) Co., Ltd." made and executed among ChipMOS BVI, Investor C and other relevant parties on December 16, 2019, and the "AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE of Unimos Microelectronics (Shanghai) Co., Ltd." made and executed among ChipMOS BVI, Investor C and other relevant parties on May 11, 2020, and the "AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE of Unimos Microelectronics (Shanghai) Co., Ltd." made and executed among ChipMOS BVI, Investor C and other relevant parties on December 15, 2022.
[Signature Page Follows]
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the date first above written.
Investor A: Yangtze Memory Technologies Holding Co., Ltd. (Seal)
Signature: _________________________ Name: Nan-Xiang Chen Title: Legal Representative
|
ATTACHMENTS TO THE AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the date first above written.
ChipMOS BVI: ChipMOS TECHNOLOGIES (BVI) LTD. (Seal)
Signature: _________________________ Name: Teng-Yueh, Tsai Title: Chairman
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ATTACHMENTS TO THE AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the date first above written.
Investor C: Accretech (China) Co. Ltd. (Seal)
Signature: _________________________ Name: Hao Chen Title: Director / General Manager
|
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ATTACHMENTS TO THE AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the date first above written.
Investor C: Chao-Jung Tsai
Signature: _________________________
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ATTACHMENTS TO THE AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the date first above written.
Investor C: Shih-Jye Cheng
Signature: _________________________
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ATTACHMENTS TO THE AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the date first above written.
Investor C: Shou-Kang Chen
Signature: _________________________
|
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ATTACHMENTS TO THE AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the date first above written.
Investor C: David W. Wang
Signature: _________________________
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ATTACHMENTS TO THE AMENDED AND RESTATED AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE