The 7th Supplemental Agreement for AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Exhibit 4.27
(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co.,
Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
WHEREAS, Tibet Unigroup Guowei Investment Co., Ltd. ("Investor A"), ChipMOS TECHNOLOGIES (BVI) LTD. ("Investor B"), Accretech (China) Co., Ltd., Chao-Xxxx Xxxx, Shih-Xxx Xxxxx, Shanghai Zuzhu Business Consulting Partnership (Limited Partnership), Shou-Xxxx Xxxx, Xxxxx X. Xxxx, and Gongqingcheng Changhou Hong Xin Investment Management Partnership (Limited Partnership) (the parties hereunder other than Investor A and Investor B shall be referred to as "Investor C" individually or collectively) made and executed the "AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE" and the 1st, 2nd, and 3rd supplemental agreements thereof (hereinafter collectively referred to as "JV Agreement") respectively on November 30, 2016, April 10, 2017, November 28, 2017 and August 1, 2018, for the matter of joint venture of Unimos Microelectronics (Shanghai) Co., Ltd. ("Unimos Shanghai" or the "Company"). Furthermore, as the shareholder of Investor A, Beijing Unis Memory Technology Co., Ltd. made and executed the 4th and 5th supplemental agreements with the shareholders of the Company except Tibet Unigroup Guowei Investment Co., Ltd. on December 29, 2018 and February 1, 2019; and as a member of Investor C, Beijing Unis Memory Technology Co., Ltd. made and executed the 6th supplemental agreements with Investor A, Investor B and other members of Investor C on June 18, 2019.
WHEREAS, when the filing of the transfer of the Company's equity interest from Gongqingcheng Changhou Hong Xin Investment Management Partnership (Limited Partnership) to Beijing Unis Memory Technology Co., Ltd. and the 4th, 5th, and 6th amendments to the Articles of Association of the Company were made, the Company was requested to consolidate the 4th, 5th, and 6th amendments to the Articles of Association to meet the requirements. There have been no amendments made beyond the scope of the 4th, 5th, and 6th amendments to the Articles of Association.
NOW, THEREFORE, in consideration of the mutual premises contained herein, the Parties hereto on August 8, 2019 agree to this supplemental agreement for the JV Agreement ("this Agreement") through good faith negotiations as follows:
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Article 1.
Investor A
Tibet Unigroup Guowei Investment Co., Ltd., a limited company duly organized and existing under laws of the People's Republic of China, with its Uniform Social Credit Code 91540091MA6T11H43P, its registered office at No. 3-16, Kangda Qimao Town, Xx. 000, Xxxxxx Xxxx Xxxx, Xxxxx Xxxx, and its legal representative on the execution date of this Agreement being:
| Name: | Wei-Xxx Xxxx |
| Title: | Executive Director |
| Nationality: | People's Republic of China |
Section 2.3 of the JV Agreement (Investor C) shall be amended as:
| 2.3.1. | Beijing Unis Memory Technology Co., Ltd. ("UNIS Memory"), a limited company duly organized and existing under laws of the People's Republic of China, with its Uniform Social Credit Code 91110108MA00GRNJX4, its registered office at Xxxx 0000, Xxxxx 00, Xxxxxxx Xxxxxxxx X, No. 7, Zhichun Road, Haidian District, Beijing City, and its legal representative on the execution date of this Agreement being: |
| Name: | Dao-Xxx Xx |
| Title: | Chairman |
| Nationality: | People's Republic of China |
| 2.3.2. | Accretech (China) Co., Ltd. ("Accretech"), a limited company duly organized and existing under laws of the People's Republic of China, with its registered office at Xxxxxxxxxxx Xxxxx, Xx. 000, Xx Xx Xxxxx Xxxx, Xxxxx (Xxxxxxxx) Pilot Free Trade Zone, and its legal representative on the execution date of this Agreement being: |
| Name: | Xxxxxxx Xxxxxxx |
| Title: | Chairman |
| Nationality: | Japan |
| 2.3.3. | Chao-Xxxx Xxxx, a citizen of Taiwan region, with Taiwan ID number , and residence at 00X., Xx. 000, Xxxxxxxx Xx., Xxxxxxxxx Xxxx., Xxxxxx Xxxx; |
| 2.3.4. | Shih-Xxx Xxxxx, a citizen of Taiwan region, with Taiwan ID number , and residence at No. 27-16, Aly. 10, Ln. 00, Xxxxxxxx 0xx Xx., Xxxxxxx Xxxx; |
| 2.3.5. | Shanghai Zuzhu Business Consulting Partnership (Limited Partnership) ("Shanghai Zuzhu"), a limited partnership duly organized and existing under laws of the People's Republic of China, with its registered office at Xxxx 000, Xxxx 0, Xxxxx 0, Xxxxxxxx 2, No. 1218, Xinda Road, Qingpu District, Shanghai, and its managing partner on the execution date of this Agreement being: |
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
| Name: | ChipMOS TECHNOLOGIES (BVI) LTD. (Representative: Lien-Xx Xxxx) |
| Title: | Managing Partner |
| Nationality: | British Virgin Islands |
| 2.3.6. | Shou-Xxxx Xxxx, a citizen of Taiwan region, with Taiwan ID number , and residence at Xx. 0, Xx. 000, Xxxxxx Xx., Neighborhood 00, Xxxxxxxx Xxx., Xxxx Xxxx., Xxxxxx Xxxx; and |
| 2.3.7. | Xxxxx X. Xxxx, a citizen of Taiwan region, with Taiwan ID number , and residence at 9F.-1, Xx. 0, Xxxxxx 0xx Xx., Xxxxxx Xxxx., Xxxxxx City. |
Article 2.
Since the capital contribution has been completed, Section 5.3 of the JV Agreement shall be amended as:
Capital Contribution of the Parties and Shareholding Percentage
The capital contribution and shareholding percentage of the registered capital of the Company by each Party are as follows (amounts in RMB):
| Shareholder | Total Capital Contribution | Shareholding Percentage |
| Investor A | 1,185,044,913 | 48.0000% |
| Investor B | 1,111,576,624 | 45.0242% |
| UNIS Memory | 49,376,805 | 2.0000% |
| Accretech | 34,964,934 | 1.4162% |
| Chao-Xxxx Xxxx | 33,187,500 | 1.3443% |
| Shih-Xxx Xxxxx | 27,656,250 | 1.1202% |
| Shanghai Zuzhu | 23,208,948 | 0.9401% |
| Shou-Xxxx Xxxx | 3,062,100 | 0.1240% |
| Xxxxx X. Xxxx | 765,525 | 0.0310% |
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
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).
Article 4. Miscellaneous
| 4.1 | Terms that are not defined, however used in this Agreement, shall have the same meaning as those given in the JV Agreement. |
| 4.2 | In the event that this Agreement is inconsistent with the JV Agreement, this Agreement shall prevail. Matters that are not specified in this Agreement shall be addressed in accordance with the JV Agreement. |
| 4.3 | This Agreement may be modified or amended only by a written and signed agreement of the Parties. No waiver by any Party of one or more rights under this Agreement shall be recognized as a waiver of any other right hereunder, nor shall such waiver be regarded as a waiver of the same right in any other circumstances. |
| 4.4 | In case of a disputed provision, the remaining provisions of this Agreement shall remain in full force and effect during the dispute. If any provision of this Agreement is deemed unenforceable or invalid, the remaining provisions of this Agreement shall remain in full force and effect. |
| 4.5 | This Agreement shall become effective upon being signed and chopped by the Parties. |
| 4.6 | This Agreement can be executed in as many originals as needed, while each original shall have the same legal effect, and each Party shall retain no less than one (1) original. |
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
Tibet Unigroup Guowei Investment Co., Ltd.
(Seal)
| Signature: |
Name: Wei-Xxx Xxxx
Title: Executive Director
Date: _____________, 2019
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
ChipMOS TECHNOLOGIES (BVI) LTD.
(Seal)
| Signature: |
Name: Lien-Xx Xxxx
Title: Chairman
Date: _____________, 2019
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
Beijing Unis Memory Technology Co., Ltd.
(Seal)
| Signature: |
Name: Dao-Xxx Xx
Title: Legal Representative
Date: _____________, 2019
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
Accretech (China) Co., Ltd.
(Seal)
| Signature: |
Name: Xxx Xxxx
Title: Director/General Manager
Date: _____________, 2019
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co.,
Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
Chao-Xxxx Xxxx
| Signature: |
Date: _____________, 2019
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
Shih-Xxx Xxxxx
| Signature: |
Date: _____________, 2019
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
Shanghai Zuzhu Business Consulting Partnership (Limited Partnership)
(Seal)
| Signature: |
Name: Lien-Xx Xxxx
Title: Representative of the Managing Partner
Date: _____________, 2019
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
Shou-Xxxx Xxxx
| Signature: |
Date: _____________, 2019
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(Translation, for reference only)
Unimos Microelectronics (Shanghai) Co., Ltd.
The 7th Supplemental Agreement for
AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE
[Signature Pages]
Xxxxx X. Xxxx
| Signature: |
Date: _____________, 2019
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