EXHIBIT 10.6
EXECUTION COPY
AMENDED AND RESTATED
CO-INVESTMENT AGREEMENT
July 14, 2000
among
CHASE ASIA INVESTMENT PARTNERS II (Y), LLC
ASIA OPPORTUNITY FUND, L.P.,
and
CO-INVESTORS LISTED HEREIN
CO-INVESTMENT AGREEMENT
CO-INVESTMENT AGREEMENT (the "Agreement") dated as of July 14, 2000
among CHASE ASIA INVESTMENT PARTNERS II (Y), LLC, a limited liability company
formed under the laws of Delaware ("CAIP"), ASIA OPPORTUNITY FUND, L.P., an
exempted limited partnership formed under the laws of the Cayman Islands,
("AOF"), and the CO-INVESTORS listed on the signature pages hereof (the "Co-
Investors" and together with AOF and CAIP, the "Investors").
The parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Capitalized terms used and not defined herein shall have the meanings
given to them in the Subscription Agreement and the Shareholders Agreement. In
addition, the following terms shall have the definitions set forth below:
"Subscription Agreement" means the Amended and Restated Subscription
Agreement dated as of October 29, 1999 among CAIP, AOF, the Co-Investors, QPL
International Holdings Limited, Bring Luck Limited, The Industrial Investment
Company Limited, Worltek International, Ltd., ASAT Limited and ASAT Holdings
Limited, as amended from time to time.
"Shareholders Agreement" means the Amended and Restated Shareholders
Agreement dated July 14, 2000, as amended from time to time.
References to Co-Investors and Investors includes their Permitted
Transferees.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties. Each Investor represents and
warrants to each other Investor that it is duly authorized to execute and
deliver this Agreement, to perform its obligations under and to consummate the
transactions contemplated by this Agreement, and that this Agreement is a valid
and legally binding agreement of such Investor, enforceable in accordance with
its terms.
2.2 Reliance on Other Investors. Each Investor shall be entitled to
rely upon the representations and warranties and agreements of each other
Investor in the Subscription Agreement.
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ARTICLE III
BOARD OF DIRECTORS; VOTING
3.1. Appointment of Directors. As long as the Co-Investors own in the
aggregate at least 10% of the outstanding Shares, the Co-Investors shall be
entitled to select one of the Board directors (the "Co-Investor Designee") whom
AOF is entitled to appoint pursuant to Section 2.1 of the Shareholders Agreement
(the "AOF Designees"). The director to be selected by the Co-Investors shall be
determined by the Co-Investors holding a majority of the Shares then held by the
Co-Investors. AOF agrees to appoint each Co-Investor Designee as an AOF Designee
pursuant to the Shareholders Agreement. AOF agrees that in connection with any
Transfer of Shares owned by it (other than in a Public Sale), AOF will ensure
that the Transferee of such Shares will assume AOF's obligation under this
Section 3.1 if, following such Transfer, AOF would not be able to fulfill such
obligation. Following an issue of Shares upon exercise of the Warrants or issue
of Shares to employees of any ASAT Company pursuant to an exercise of stock
options granted to such employee, the 10% threshold above shall be reduced to
reflect the dilutive effect or reduction of the numbers of Shares held by the
Co-Investors as a result of such event.
3.2. Voting by Co-Investor Director. With respect to any matter voted
upon by the Board, the Co-Investors agree to cause the Co-Investor Designees to
vote in accordance with the instructions of AOF except with respect to matters
as to which the AOF Designees are not entitled to vote under applicable law or
pursuant to 6.3 of the Shareholders Agreement, in which case such director may
vote in accordance with the Co-Investors' instructions (subject to the
requirements of the Shareholders Agreement).
3.3. Voting of ASAT Shares. Subject to Section 3.4, with respect to
any matter voted upon by the shareholders of ASAT, each Co-Investor agrees to
vote, in person or by proxy, all Shares owned by it, at any annual or
extraordinary general meeting of shareholders or by consensual action of
shareholders without a meeting, in accordance with the instructions of AOF.
3.4. No Conflict. Nothing in this Article III shall require a Co-
Investor or a Co-Investor Designee to vote in conflict with the Shareholders
Agreement or applicable law or in favor of a resolution or other action that
would adversely affect the rights or preferences of any class of Shares held by
such Co-Investor and would not in the same manner adversely affect the rights or
preferences of Shares of the same class held by other Shareholders.
3.5. Information. Any Co-Investor Designee shall be entitled to
disclose Confidential Information to the Co-Investors as co-investors referred
to in Section 6.1 of the Shareholders Agreement.
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ARTICLE IV
TRANSFER OF SHARES
4.1. Restrictions on Sale of Shares. Except for (a) Transfers to the
Co-Investors' Permitted Transferees pursuant to Section 3.3 of the Shareholders
Agreement, (b) Transfers pursuant to a Public Sale and (c) Transfers required as
a result of the exercise by any Shareholder of drag along rights pursuant to
Section 4.3 of the Shareholders Agreement, each Co-Investor agrees that it shall
not Transfer Shares that it owns until it has first complied with the provisions
of this Article IV.
4.2 Sale of Shares. If any Co-Investor desires to Sell Shares to a
Third Party in a Sale subject to Section 4.1 of the Shareholders Agreement, such
Co-Investor shall comply with the provisions therein. Such Co-Investor shall
advise each other Investor of its intention to make such a Sale at least 14 days
before such Co-Investor gives any other Shareholder a Right of First Offer
Notice in respect thereof. Such Co-Investor shall indicate in its Right of First
Offer Notice that the offer therein is being made to other Shareholders subject
to the prior right of CAIP and AOF to purchase all such Shares as Permitted
Transferees. If CAIP or AOF gives a Section 4.1 Purchase Notice in respect of
such Shares, then all such Shares shall be Sold exclusively to either or both of
them as Permitted Transferees. If CAIP and AOF fail to give a Section 4.1
Purchase Notice within the Right of First Offer Notice Period, then the
provisions of Section 4.1 of the Shareholders Agreement shall apply to such Sale
without regard to this Section 4.2.
4.3 Drag Along Rights. If CAIP and AOF propose to Sell all their
Shares to a Third Party, they may require all (and not less than all) the Co-
Investors to Sell all (and not less than all) their Shares together with CAIP's
and AOF's Shares as follows:
(a) At least 14 days before giving a Right of First Offer Notice as
provided in Section 4.3(b) hereof, CAIP and AOF shall advise the Co-
Investors of their intention to compel the Co-Investors to sell their
Shares to such Third Party and their intention to take the other
actions provided for in this Section 4.3.
(b) CAIP and AOF shall provide to all other Shareholders a right of first
offer for all (and not less than all) CAIP's and AOF's Shares in
accordance with Section 4.1 of the Shareholders Agreement. The Right
of First Offer Notice shall state that if the offer therein is not
accepted, then CAIP and AOF shall include all the Shares then owned by
Co-Investors in any Sale to a Third Party as provided below. If one or
more Offerees shall deliver a Section 4.1 Purchase Notice to CAIP and
AOF accepting such offer, then CAIP and AOF (and the Co-Investors, if
applicable) shall Sell their Shares to such Offeree(s) as provided in
such notice and Section 4.1 of the Shareholders Agreement.
(c) If no Offeree shall have delivered a Section 4.1 Purchase Notice in
respect of such offer, CAIP and AOF may Sell all their Shares to a
Third Party as provided in Section 4.1 of the Shareholders Agreement
and, in the event of such a Sale, shall include in such Sale all
Shares then owned by the Co-Investors at the same price per Share and
on the same terms specified in the Right of First Offer Notice.
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CAIP and AOF shall deliver to the Co-Investors promptly after agreeing
to such a Sale written notice thereof and of their decision to compel
the Co-Investors to sell their Shares in accordance herewith and a
copy of all agreements containing the terms and conditions pursuant to
which the Shares are proposed to be Sold. To the extent that CAIP
and/or AOF receives any fee or other payment as compensation for
exercising their drag along rights under Section 4.3 of the
Shareholders Agreement and causing the Co-Investors' Shares to be
included in a Sale to a Third Party, the Co-Investors shall receive a
pro rata portion (in the proportion provided in Section 5.2(a)) of
such fee or payment.
(d) If the proposed Sale to a Third Party hereunder would be a Section 4.3
Sale, then before the Sale to a Third Party may be consummated, CAIP
and AOF shall (if required by the Shareholders Agreement) offer to QPL
(and not the Co-Investors) a right of first refusal with respect to
all the Investors' Shares to be included in such Sale in accordance
with Sections 4.3(b) through (e) of the Shareholders Agreement. If QPL
delivers a Section 4.3 Purchase Notice, then all Investors shall Sell
all their Shares to QPL as provided in Section 4.3(d) and (e) of the
Shareholders Agreement.
(e) Each Co-Investor (i) shall be required to participate in a Sale on the
terms and conditions set forth in the notice delivered to them by CAIP
and AOF pursuant to (c) above, (ii) deliver to the Third Party the
certificates representing such Shares on or before the closing of such
Sale and collect directly from the Third Party the consideration to be
paid for such Shares, and (iii) otherwise cooperate in good faith to
effect such Sale, including (if necessary) Selling their Shares to
CAIP or AOF as a Permitted Transferee in exchange for such
consideration in order to effect the purposes of this Section 4.3. It
is understood that the number of Investor Shares to be sold in any
Sale under this Section 4.3 shall be reduced to the extent that QPL
exercises its tag-along rights in respect of such Sale under Section
4.2 of the Shareholders Agreement.
(f) The last sentence of Section 4.3(k) of the Shareholders Agreement
shall in no respect restrict CAIP's and AOF's rights herein.
Notwithstanding anything contained in this Section 4.3, there shall be no
liability on the part of CAIP or AOF to any Co-Investor if any Sale of Shares to
a Third Party pursuant to this Section 4.3 is not consummated for whatever
reason. Any decision as to whether to Sell Shares to a Third Party shall be at
the sole and absolute discretion of CAIP and AOF.
ARTICLE V
UK CREDITOR ARRANGEMENTS
5.1. The UK Creditor Arrangements. The Co-Investors acknowledge that
(a) CAIP and AOF entered into an Option Agreement dated as of October 29, 1999
with The Industrial Investment Company Limited ("TIIC") and QPL International
Holdings Limited
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("QPLIH"); the Investor Inter-Creditor Agreement dated as of October 29, 1999
among the UK Creditors, the Investors (as defined therein) and Standard
Chartered Bank, as Security Trustee; the Inter-Creditor Agreement dated as of
October 29, 1999 among the UK Creditors, the Investors (as defined therein) and
Standard Chartered Bank, as Security Trustee; the Option Loss Indemnity Deed
dated as of October 29, 1999 among CAIP, AOF, Worltek International, Ltd.
("Worltek"), TIIC and QPLIH; the Comdisco Side Letter dated October 29, 1999
from the UK Creditors to Comdisco and acknowledged by CAIP and AOF; and the
Charge Over Shares dated as of October 29, 1999 between Worltek, CAIP, AOF,
Standard Chartered bank, as Trustee, (collectively, the "UK Creditor
Arrangements"); and (b) CAIP and AOF entered into the UK Creditor Arrangements
on behalf of themselves and for the benefit of the Co-Investors in connection
with the Investors' investment in ASAT Holdings Limited pursuant to the
Subscription Agreement.
5.2 Co-Investors' Back-Stop. Olympus Capital Holdings Asia I,
L.P., Reservoir-Olympus II, L.P., Olympus KB, L.P., Olympus Capital Asia, L.P.,
Olympus Capital Asia Offshore, L.P., Olympus Holdings, L.P. and ZAM-Olympus Co-
Invest, L.L.C. (the "Olympus Group"), severally and jointly among themselves but
severally and not jointly with respect to Orchid Hong Kong Investment Holdings
("Orchid"), and Orchid severally and not jointly with respect to the Olympus
Group, each agrees:
(a) to pay pro rata (in the proportion that the number of Shares
acquired by it pursuant to the Subscription Agreement bears to the
total number of Shares acquired thereunder by all Investors) to
CAIP and AOF any amount that CAIP or AOF is required to pay at any
time under the UK Creditor Arrangements, at or before the time CAIP
or AOF is required to make such payment; and
(b) to perform or comply with all obligations undertaken by CAIP and
AOF as Shareholders in the UK Creditor Arrangements to the same
extent as if such Co-Investor were a party thereto.
5.3 Pass Through of Benefits. CAIP and AOF severally and not
jointly agree to transfer promptly to each Co-Investor such Co-Investor's pro
rata share (in the proportion provided in Section 5.2(a)) of the benefits
actually received by CAIP and/or AOF under the UK Creditor Arrangements.
5.4 Instructions by Investors. CAIP and AOF will exercise their
rights under the UK Creditor Arrangements in accordance with the instructions of
Investors (including CAIP and AOF) holding a majority of Shares held by all
Investors on the date hereof (the "Majority Investors") and take such other
actions reasonably requested by the Majority Investors. CAIP and AOF may also
take such other actions in connection with the UK Creditor Arrangements as they
shall determine to be necessary or desirable and in the interests of the
Investors as a whole.
5.5 Liability of CAIP and AOF; Duties; Indemnification. (a)
Neither CAIP nor AOF shall have any liability to any Co-Investor for any action
taken or not taken by them except for liability directly and primarily due to
gross negligence or wilful misconduct on their part. Neither CAIP nor AOF shall
be deemed to have, or be acting in, any fiduciary duty or trustee capacity for
or on behalf of the Co-Investors.
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(b) Neither CAIP nor AOF shall have any duty hereunder except as
expressly provided herein or in the UK Creditor Arrangements. Nothing herein
shall require either CAIP or AOF to expend or risk its own funds or otherwise
incur any financial liability except as expressly provided in the UK Creditor
Arrangements, it being understood that any such expenditure or liability shall
be covered by this Article V.
(c) Each member of the Olympus Group, severally and jointly
among themselves but severally and not jointly with respect to Orchid Hong Kong
Investment Holdings ("Orchid"), and Orchid severally and not jointly with
respect to the Olympus Group, each agrees:
(i) to reimburse CAIP and AOF upon request for all reasonable
disbursements, expenses and advances incurred or made by them in
connection with the UK Creditor Arrangements, including expenses
of counsel; and
(ii) to indemnify CAIP and AOF and each of their officers, directors,
employees, partners, controlling persons and agents for, and hold
it harmless against, any claim, demand, expense, loss or
liability incurred by any of them (other than directly and
primarily due to gross negligence or wilful misconduct on their
part) arising out of or in connection with any action taken by
them on behalf of the Co-Investors in accordance or in connection
with the UK Creditor Arrangements.
The Co-Investors' obligations under this Section 5.5(c) shall be pro rata on the
basis provided in Section 5.2(a).
(d) The provisions of this Section 5.5 shall survive the
termination of this Agreement.
5.6 Modifications to the UK Creditor Arrangements.
Notwithstanding anything to the contrary in this Agreement, neither CAIP nor AOF
shall consent to any amendments or modifications to the UK Creditor Arrangements
without the prior written consent of each Co-Investor, which consent shall not
unreasonably be withheld.
ARTICLE VII
MISCELLANEOUS
6.1. Expenses; Indemnity and Termination Fee Proceeds. Any
expense incurred by the Investors in connection with the transactions
contemplated by the Transaction Agreements (including expenses incurred in
enforcing such agreements before or after the Closing) and not paid or
reimbursed by QPL or ASAT shall be paid on a combined basis by each Investor in
the proportion that the number of Shares to be purchased by such Investor under
the Subscription Agreement bears to the total number of Shares to be purchased
thereunder by all Investors (the "Pro Rata Purchase Percentage"). Any proceeds
of any payments received by the Investors (net of any related expenses or
deductions applied against such proceeds) under Article 9 or Section 10.3 of the
Subscription Agreement or as a result of any recovery in respect of any claim
asserted by any Investor against the parties to the Subscription Agreement
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(excluding other Investors) shall be shared by the Investors based on their Pro
Rata Purchase Percentage.
6.2. Notices. All notices, requests and other communications to any
party hereunder shall be in writing and shall be deemed to have been duly given
or made if sent by fax (with confirmation in writing), delivered personally or
sent by registered or certified mail (postage prepaid, return receipt requested)
to the parties at the fax number or address set forth in the Shareholders
Agreement or at such other addresses as shall be furnished by the parties by
like notice, and such notice or communication shall be deemed to have been given
or made upon receipt.
6.3. Amendments and Waivers. (a) Any provision of this Agreement
may be amended or waived only if such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement, or in the
case of a waiver, by the party against whom the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
6.4. Binding Effect; Benefit. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors, legal representatives and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended to confer on any Person other than
the parties, and their respective heirs, successors, legal representatives and
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement. References herein to any Investor includes its
Permitted Transferees.
6.5. Assignment. An Investor may assign, delegate or otherwise
Transfer any of its rights or obligations under this Agreement only if the
Transfer is in accordance with this Agreement and the Shareholders Agreement and
the person acquiring Shares (other than in connection with a Public Sale) shall
execute and deliver to the other Investors a deed of adherence to be bound by
this Agreement.
6.6. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of England.
6.7. Submission to Jurisdiction, Etc. (a) Each party hereby
irrevocably agrees that the courts of England shall have non-exclusive
jurisdiction to settle any dispute which may arise out of or in connection with
this Agreement and that accordingly any suit, action or proceedings (together
referred to as "Proceedings") arising out of or in connection therewith may be
brought in such courts. Each party hereto irrevocably waives any objection which
it may have now or hereafter to the laying of the venue of any Proceedings in
any such court and any claim that any such Proceedings have been brought in an
inconvenient forum and hereby further irrevocably agrees that a judgment in any
Proceedings brought in the courts of England shall be conclusive and binding
upon it and may be enforced in the courts of any jurisdiction.
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(b) Each Investor appoints Trusec Limited of 00 Xxxxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX to be its agent for the receipt of service of process in
England. Each party agrees that any Service Document may be effectively served
on it in connection with Proceedings in England and Wales by service on its
agent.
(c) Any Service Document shall be deemed to have been duly served on
a party if marked for the attention of such party's agent at the address set out
above in Section 6.7(b) in respect of such agent or such other address within
England or Wales as may be notified to the other parties and: (i) left at the
specified address; or (ii) sent to the specified address by first class post. In
the case of (i), the Service Document shall be deemed to have been duly served
when it is left. In the case of (ii), the Service Document shall be deemed to
have been duly served two clear UK Business Days after the date of posting.
"Service Document" means a writ, summons, order, judgment or other process
issued out of the courts of England and Wales in connection with any
Proceedings, "UK Business Days" means a day other than a Saturday, Sunday or any
day on which banks located in England are obligated to close.
6.8. Section Headings. The headings of Sections in this Agreement are
provided for convenience only and will not affect its construction or
interpretation
6.9. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
6.10. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof. No
representation, inducement, promise, understanding, condition or warranty not
set forth herein has been made or relied upon by any party hereto. Without
limitation of the foregoing, it is understood that the Subscription Agreement,
the Transaction Agreements and the agreements and arrangements referred to
therein entail in all material respects the agreements and arrangements being
entered into in connection with the Investors' investment in ASAT.
6.11. Specific Enforcement. Each party hereto acknowledges that the
remedies at law of the other parties for a breach or threatened breach of this
Agreement would be inadequate and, in recognition of this fact, any party to
this Agreement, without posting any bond, and in addition to all other remedies
which may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy which may then be available.
6.12. Confidentiality. The provisions of Section 6.1 of the
Shareholders Agreement shall apply to this Agreement, mutatis mutandis; provided
that for the purposes of this Agreement, "Confidential Information" shall
include information concerning this Agreement, the transactions contemplated
hereby, the terms and conditions hereof and any discussions, correspondence or
other communications among the parties hereto or their respective
Representatives relating to this Agreement or any of the transactions
contemplated hereby.
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6.13. No Reliance. Each Co-Investor acknowledges that it has been
afforded an opportunity to request and to review, and has received, all
information considered by it necessary or advisable to make a decision to
acquire ASAT Shares. Each Co-Investor acknowledges that CAIP and AOF have not
independently verified any oral or written information provided by them or any
of their representatives, agents or Affiliates to any Co-Investor regarding the
transactions contemplated by the Transaction Agreements (including any Co-
Investor's investment in Shares) and agrees that (a) it has not relied on CAIP
or AOF or any of their Affiliates, employees, officers, directors, partners,
advisors, counsel, representatives or agents in connection with its
investigation of the ASAT Companies and its investment in the Shares and (b)
that in providing such information to Co-Investors, such persons shall not be
deemed to have made any representation to any Co-Investor and shall not have any
liability whatsoever in connection with any Co-Investor's investment in ASAT
Shares. CAIP and AOF hereby represent and warrant that as of the date hereof,
none of CAIP, AOF and their respective Affiliates has entered into any
agreements with QPL or its Affiliates relating to or in connection with any of
the ASAT Companies other than the Subscription Agreement, Shareholder Agreement,
the UK Creditor Agreements and agreements referred to therein or contemplated
thereby. Each Co-Investor acknowledges and agrees that neither CAIP nor AOF have
any fiduciary, sponsor or other duty to any Co-Investor in any transaction now
or hereafter contemplated by the Transaction Agreements.
6.14 Several Obligations. All obligations, undertakings,
representations, warranties and agreements of the Investors herein are several
and not joint. Nothing in this Agreement or in any document referred to in it
shall constitute any of the parties a partner of any other, nor shall the
execution, completion and implementation of this Agreement confer on any party
any power to bind or impose any obligations on any other party or to pledge the
credit of any other party.
6.15 Termination. This Agreement shall terminate upon the earliest of
(a) termination of the Subscription Agreement, (b) termination of the
Shareholders Agreement, and (c) the time when CAIP and AOF together own less
than 20% of the then outstanding Shares. Following an issue of Shares upon
exercise of the Warrants or issue of Shares to employees of any ASAT Company
pursuant to an exercise of stock options granted to such employee, the 20%
threshold above shall be reduced to reflect the dilutive effect or reduction of
the numbers of Shares held by CAIP and AOF as a result of such event. The
provisions of Section 2.2, Article V and this Article VI shall survive such
termination.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
CHASE ASIA INVESTMENT
PARTNERS II (Y), LLC
By: Chase Asia Investment Partners, L.P.,
its member
By: Chase Asia Equity Partners, L.P.,
its general partner
By: CCP Asia Equity Company,
a managing general partner
By: /s/ Xxxxx Xxxx
--------------------------------
Name: Xxxxx Xxxx
Title: Managing Director
ASIA OPPORTUNITY FUND, L.P.
By: Asia Opportunity Company, its general partner
By: /s/ Xxxxx Xxxx
--------------------------------
Name: Xxxxx Xxxx
Title: Managing Director
ORCHID HONG KONG
INVESTMENT HOLDINGS
By: Orchid Asia II, L.P., its sole member
By: Orchid Asia Holdings, LLC, its general partner
By: /s/ Xxxxxxx Xx
--------------------------------
Name: Xxxxxxx Xx
Title: Vice President
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XXXXXXXXX-XXXXXXX XX, X.X.
By: Olympus Capital Holdings Asia, L.L.C.,
its general partner
By: Olympus Capital Holdings Asia, its managing member
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
OLYMPUS HOLDINGS, L.P.
By: Olympus Management GP Corporation,
its general partner
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
OLYMPUS CAPITAL ASIA, L.P.
By: Olympus Capital Holdings Asia, L.L.C.,
its general partner
By: Olympus Capital Holdings Asia, its managining member
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
OLYMPUS CAPITAL ASIA OFFSHORE, L.P.
By: Olympus Capital Holdings Asia, L.L.C.,
its general partner
By: Olympus Capital Holdings Asia, its managing member
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
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OLYMPUS KB, L.P.
By: Olympus Capital Holdings Asia, L.L.C.,
its general partner
By: Olympus Capital Holdings Asia,
its managing member
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
OLYMPUS CAPITAL HOLDINGS ASIA I, L.P.
By: Olympus Capital Holdings Asia, L.L.C.,
its general partner
By: Olympus Capital Holdings Asia,
its managing member
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
ZAM-OLYMPUS CO-INVEST, L.L.C.,
By: Olympus Capital Holdings Asia, L.L.C.,
its managing member
By: Olympus Capital Holdings Asia,
its managing member
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
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OLYMPUS-ASAT I, L.L.C.
By: Olympus Capital Holdings Asia, L.L.C.,
its managing member
By: Olympus Capital Holdings Asia,
its managing member
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
OLYMPUS-ASAT II, L.L.C.,
By: Olympus Capital Holdings Asia, L.L.C.,
its managing member
By: Olympus Capital Holdings Asia,
its managing member
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
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OLYMPUS-ASAT I, L.L.C.
By: Olympus Capital Holdings Asia, L.L.C.,
its managing member
By: Olympus Capital Holdings Asia,
its managing member
By: /s/ Xxxxxx Xxxxx
----------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
OLYMPUS-ASAT II, L.L.C.
By: Olympus Capital Holdings Asia, L.L.C.,
its managing member
By: Olympus Capital Holdings Asia,
its managing member
By: /s/ Xxxxxx Xxxxx
----------------------------
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
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