The Joint Venture Agreement Supplement Concerning the Establishment of Diodes Technology (Chengdu) Company Limited
Exhibit 99.2
The Joint Venture Agreement Supplement
Concerning the
Establishment of Diodes Technology (Chengdu) Company Limited
Concerning the
Establishment of Diodes Technology (Chengdu) Company Limited
Party A: Diodes Hong Kong Holding Company Limited
Party B: Chengdu Ya Guang Electronics Company Limited
After friendly consultations conducted in accordance with the principles of equality and
mutual benefit, the parties have agreed to establish an equity joint venture in accordance with the
Law of PRC on Sino-Foreign Joint Venture and its implementing rules, the Company Law of the PRC,
other relevant PRC laws and regulations, as well as the signed Joint Venture Agreement between both
parties, the provisions of this Joint Venture Agreement Supplement are as follows:
1. Diodes Technology (Chengdu) Company Limited (the “Company”)’s registered capital is USD 50
million with the initial funding of USD 10 million, which Party A shall contribute USD 9.5
million, an amount equal to 95% of the registered capital of the Company, and Party B shall
contribute USD 500,000, an amount equal to 5% of the registered capital of the Company. Each
party shall contribute in cash. Both parties shall, based on the actual results of the business
operation, contribute to the registered capital of the Company in accordance with each party’s
then percentage of ownership of the registered capital of the Company so as to reach the Company
registered capital of USD 50 million. Both parties understand that the Company may not generate
enough profit for dividends from its business operations during this initial period and that
additional capital from Party A and Party B may be required to fund the Company operations. If a
party is unable to fund its pro rata portion of the additional funding then such party’s
ownership will be reduced accordingly. See Article 5 of the Joint Venture Agreement for further
detail on how the Investment, Registered Capital and ownership percentage of the Company are
defined.
2. Party B’s actual controller is the Aviation Industry Corporation of China (“AVIC”)
International Shenzhen Company limited (“Aviation Shenzhen”), a full member of the AVIC, which
is a super enterprise and directly owned and controlled by State Administration for Industry and
Commerce. Due to investment restrictions set forth by the Aviation Shenzhen on Party B, Party B
currently can only contribute capital derived from the dividend of Zetex Chengdu Electronic
Company Limited (“ZCEL”). Therefore, Party B’s contribution status is solely based on the
operational status and results of ZCEL. Party A expresses its understanding and acceptance of
Party B’s situation, and based on the business situation and market environment, Party A agrees
to use commercially reasonable efforts to find a solution that is in the best interests of both
Party A and Party B.
3. Party B is a well-known enterprise in the city of Chengdu and received awards, such as “the
2010 best value of industrial enterprises in top Sichuan 500”, “the 2010 Sichuan communications
equipment, computers and other electronic equipment manufacturing best value top 20”, “the
Chengdu Municipal Economic Commission reform and opening up 30 years (1978-2008) outstanding
contributions to the Enterprise” awards. Party B has extensive cooperation experiences and a
good relationship with the city of Chengdu and the Chengdu High-Tech Industrial Development
Zone. Party B shall, utilizing its advantages and status, give its greatest support and
assistance to further the Company’s development for various tasks and manufacturing activities.
4. When the Company develops to a certain size, operates normally, possesses self-sustaining
ability, it shall adopt a self-investment method and shall have the cash flow to develop on its
own.
5. The goal of the Company is to become number one in the semiconductor packaging industry
globally, with superior product cost, and shall be a leading technology company.
IN WITNESS WHEREOF, both parties hereto have caused this Agreement to be effective as of the latest
date written below by their duly authorized representatives.
Party A (Stamp): Diodes Hong Kong Holding Company Limited
Address: 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Xxxxxx Xxxxxx of America.
Address: 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Xxxxxx Xxxxxx of America.
Telephone: x000 000 000 0000
Fax: x000 000 000 0000
Representative
signature: /s/ Keh-Xxxx Xx
Date:
November 5, 2010
Party B(Stamp): Chengdu Ya Guang Electronics Company Limited
Address: 00 Xxxx Xxxx Xxxx, Xxxxxxxx xxxxxxxx, xxxx of Chengdu, Sichuan province, PRC
Address: 00 Xxxx Xxxx Xxxx, Xxxxxxxx xxxxxxxx, xxxx of Chengdu, Sichuan province, PRC
Telephone: 00 00 0000 0000
Fax: 00 00 0000 0000
Representative
signature: /s/ He Fang
Date:
November 5, 2010