DEPOSIT AGREEMENT by and among BCD SEMICONDUCTOR MANUFACTURING LIMITED as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary and THE HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN...Deposit Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • New York
American Depositary Shares BCD Semiconductor Manufacturing Limited Representing Ordinary Shares (Par value US$0.001 per ordinary share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • New York
BCD SEMICONDUCTOR MANUFACTURING LIMITED INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [—], and is between BCD Semiconductor Manufacturing Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and [—] (“Indemnitee”).
Shanghai Municipality Contract for the Grant of Land Use Rights for State-Owned Land Hu Min Fang Di (2006) Chu Rang He Tong Di 23 Hao Bureau of Housing and Land Administration, Minhang District, ShanghaiContract for the Grant of Land Use Rights • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • Shanghai
Both Parties shall comply with the Land Administration Law of the People’s Republic of China, the Real Estate Administration Law for Urban Areas of the People’s Republic of China, the Interim Regulations of the People’s Republic of China Concerning the Grant and Transfer of the State-Owned Land Use Right in Urban Areas, the Measures of Shanghai Municipality on the Transfer of Land Use Rights and other relevant laws and regulations. Pursuant to the Min Fu Tu (2006) No. 27, the parties hereto hereby enter into this contract (the “Contract”):
Summary English Translation of Loan Contract dated April 14, 2010 Borrower: Shanghai SIM-BCD Semiconductor Manufacturing Co., Ltd. Lender: Agricultural Bank of China Limited Shanghai Xuhui Sub-branch This Contract is entered into by and between...Loan Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
Summary English Translation of the Maximum Amount Guarantee Agreement Agricultural Bank of ChinaMaximum Amount Guarantee Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
WHEREAS, Guarantor agrees to provide guarantee of maximum amount (the “Guarantee”) for the indebtedness under a series of business contracts (“Main Agreements”) entered into by and between Shanghai SIM-BCD Semiconductor Manufacturing Co., Ltd. (“Debtor”) and Creditor in accordance with Section 1 hereof.
Summary English Translation) Contract on the Construction of New Clean Rooms and Auxiliary Facilities for BCD (Shanghai) Micro-Electronics Ltd By and among BCD (Shanghai) Micro-Electronics Ltd. (“Employer” or “Party A”) And The Eleventh Design &...Construction Contract • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
Unless the time limit for the project is changed by Employer as provided in Contractors Agreement, the Project’s initiation date shall be September 10, 2010; the formal commencement date shall be subject to the written instruction of Employer; and the completion date shall be September 16, 2011.
Summary English Translation of Maximum Amount Mortgage Agreement dated August 2, 2010 Parties: Bank of Nanjing Shanghai Branch (the “Bank”) and BCD Shanghai Micro-Electronics Limited (“BCD Shanghai ME”) Date: August 2, 2010 Purpose:Maximum Amount Mortgage Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
In order to secure the fulfillment by Shanghai SIM-BCD Semiconductor Manufacturing Co., Ltd. (“SIM-BCD”) of its obligations under the Maximum Credit Line Agreement (“Principal Agreement”), BCD Shanghai ME agrees to pledge certain real property held by it as guaranty.
Summary English Translation of Merger Agreement dated December 2006 Party A: Shanghai SIM-BCD Semiconductor Manufacturing Co., Ltd. (“SIM-BCD”) Address: 800 Yishan Road, Shanghai Party B: MEMS Manufacturing (Shanghai ) Co., Ltd. (“MEMS”) Address: 800...Merger Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
Summary English Translation) Contractors Agreement on The Construction of Clean Rooms and Auxiliary Facilities for BCD (Shanghai) Micro-Electronics Ltd. (the “Agreement”) By and among BCD (Shanghai) Micro-Electronics Ltd. (“Employer” or “Party A”) And...Contractors Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
No Party shall assign all or part of this Agreement or any of its benefits or interests in or under this Agreement to a third party. However, any Party may do so with the other Parties’ prior consent or assign any proceeds to which it may be, or may become, entitled under this Agreement as a guarantee for a bank or financial institution as beneficiary.
SERVICE CONTRACTService Contract • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
BCD (Shanghai) Microelectronics Ltd.; here called BCD and Renesas Semiconductor, Roseville, CA have signed a surplus equipment purchase agreement, where BCD will import Renesas’ pre-owned 6” fab equipment and BCD will have to remove all equipment themselves from the Renesas’ Roseville facility. Thus, BCD needs outside Professional Service Company to help them complete this equipment transfer related job. Techlink Semiconductor Equipment and Technology here called Techlink hereby agrees to provide BCD with the necessary technical service and support as specified in the mentioned purchase contract that BCD agrees to and additional service if request.
Summary English Translation of Factory Lease Agreement dated September 30, 2000 Parties: Shanghai SIMIC Electronics Co., Ltd (“SIMIC”) and Shanghai SIM-BCD Semiconductor Manufacturing Co. Ltd (“SIM-BCD”) Date: September 30, 2000 Purpose: SIMIC as...Factory Lease Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
• Monthly rent is RMB133,218.36 but, for the first and second years, SIM-BCD only needs to pay 40% of the monthly rent (i.e. RMB53,287.34) and, for the third year, SIM-BCD only needs to pay 50% of the monthly rent (i.e. RMB 66,609.18). Thereafter SIM-BCD shall pay 100% of the monthly rent.
Summary English Translation of Maximum Credit Line Agreement dated August 2, 2010 Parties: Bank of Nanjing Shanghai Branch (the “Bank”) and Shanghai SIM-BCD Semiconductor Manufacturing Co., Ltd. (“SIM-BCD”) Date: August 2, 2010 Purpose: The Bank...Maximum Credit Line Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • Shanghai
• Any credit facility which is fully secured, fully and irrevocably guaranteed by a financial institution accepted by the Bank, fully insured or fully guaranteed by any other risk-eliminating methods shall not be counted towards the maximum credit line.
BCD SEMICONDUCTOR MANUFACTURING LIMITED SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 21, 2009Investors’ Rights Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • California
This Second Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 21st day of September, 2009 (the “Effective Date”), by and among BCD Semiconductor Manufacturing Limited, a Cayman Islands exempted limited liability company (the “Company”), members of the Company, including the holders (the “Series A Holders”) of the Company’s Series A Preference Shares (the “Series A Shares”), the holders (the “Series B Holders”) of the Company’s Series B Preference Shares (the “Series B Shares”) and the purchasers (the “Series C Holders”) of the Company’s Series C Preference Shares (the “Series C Shares” and, together with the Series A shares and the Series B shares, the “Preference Shares”) as set forth on Exhibit A hereto (the Series A Holders, Series B Holders and Series C Holders are collectively referred to as the “Holders” or “Investors”, and each individually referred to as a “Holder” or an “Investor”) and the Founders named herein.
Summary English Translation of Share Transfer Agreement dated April 6, 2010 Party A: BCD (Shanghai) Semiconductor Manufacturing Limited Party B: Shanghai SIM-BCD Semiconductor Manufacturing Co., Ltd. WHEREASShare Transfer Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • Macau
NOW THEREFORE, the parties enter into this share transfer agreement (“Agreement”) in accordance with the laws and regulations of the People’s Republic of China.
CONTRACT #ZAPO4500000582Sales Contract • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
This contract is made as of Oct. 15, 2009, by and between Techlink Equipment and Technology (“SELLER”), and Shanghai SIM-BCD semiconductor Manufacturing, Co., Ltd (“BUYER”), Shanghai, P.R. China.
Summary English Translation of Factory Lease Agreement dated January 8, 2004 Parties: Shanghai SIMIC Electronics Co., Ltd (“SIMIC”) and Shanghai SIM-BCD Semiconductor Manufacturing Co. Ltd (“SIM-BCD”) Date: January 8, 2004 Purpose: SIMIC as lessor...Factory Lease Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices
• Monthly rent is RMB136, 200.04 but, for the first year (2004), SIM-BCD only needs to pay 84.4% of the monthly rent (i.e. RMB 114,949.39) and, for the second year (2005), SIM-BCD only needs to pay 50% of the monthly rent (i.e. RMB 68,100.02). Thereafter SIM-BCD shall pay 100% of the monthly rent.
ContractWarrant Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS AND (II) SUCH TRANSFER IS EFFECTED IN ACCORDANCE WITH THE TERMS SET FORTH IN THIS WARRANT.
Summary English Translation of Investment Agreement dated August 2, 2010 Parties to the AgreementInvestment Agreement • January 5th, 2011 • BCD Semiconductor Manufacturing LTD • Semiconductors & related devices • Shanghai
• The production, research and development of wafer manufacturing facilities and relevant operations by BCD Shanghai ME in Shanghai ZiZhu Science-based Industrial Park (the “Park”)
