ChipMOS TECHNOLOGIES (BVI) LTD. AND SUZHOU ORIZA PUHUA ZHIXIN EQUITY INVESTMENT PARTNERSHIP (L.P.) SUZHOU PUHUA CHUANXIN VENTURE CAPITAL PARTNERSHIP (LIMITED PARTNERSHIP) SUZHOU PUHUA XINCHENG VENTURE CAPITAL PARTNERSHIP (LIMITED PARTNERSHIP) SUZHOU...

 

ChipMOS TECHNOLOGIES (BVI) LTD.

 

AND

 

SUZHOU ORIZA PUHUA ZHIXIN EQUITY INVESTMENT PARTNERSHIP (L.P.)

SUZHOU PUHUA CHUANXIN VENTURE CAPITAL PARTNERSHIP (LIMITED PARTNERSHIP)

SUZHOU PUHUA XINCHENG VENTURE CAPITAL PARTNERSHIP (LIMITED PARTNERSHIP)

SUZHOU XINGWEI ENTERPRISE MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP)

GONGQINGCHENG YUANYAN VENTURE CAPITAL PARTNERSHIP (LIMITED PARTNERSHIP)

GUANGDONG CORE FUTURE PHASE I VENTURE CAPITAL FUND PARTNERSHIP (LIMITED PARTNERSHIP)

XIAMEN DILI HONGXIN EQUITY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ENTERPRISE MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LIXIN ENTERPRISE MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ YUXIN ENTERPRISE MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ RUNXIN ENTERPRISE MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP)

 

REGARDING

 

 

UNIMOS MICROELECTRONICS (SHANGHAI) CO., LTD.

 

_________________________________________________

 

EQUITY INTEREST TRANSFER AGREEMENT

_________________________________________________

 

 

 

DECEMBER 21, 2023

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INDEX

 

ARTICLE 1.	DEFINITIONS AND INTERPRETATIONS	4
ARTICLE 2.	TRANSACTION ARRANGEMENT	10
ARTICLE 3.	CONDITIONS PRECEDENT TO CLOSING	14
ARTICLE 4.	OBLIGATIONS OF PARTY A PRIOR TO CLOSING	17
ARTICLE 5.	REPRESENTATIONS AND WARRANTIES	18
ARTICLE 6.	EXPENSES AND TAXATION	20
ARTICLE 7.	EFFECTIVENESS, SUPPLEMENTATION, AMENDMENT, MODIFICATION AND TERMINATION	20
ARTICLE 8.	BREACH AND INDEMNITY	26
ARTICLE 9.	FORCE MAJEURE	27
ARTICLE 10.	GOVERNING LAW AND DISPUTE RESOLUTION	28
ARTICLE 11.	NOTICES AND DELIVERY	28
ARTICLE 12.	DISCLOSURE OF INFORMATION	31
ARTICLE 13.	MISCELLANEOUS	32
ANNEX 1	SHAREHOLDING RATIO AS REGISTERED WITH SAMR	46
ANNEX 2	CLOSING CERTIFICATE	47
ANNEX 3	CHECKLIST OF CLOSING DELIVERABLES	49
ANNEX 4	PARTY A'S REPRESENTATIONS AND WARRANTIES	50
ANNEX 5	EQUITY TRANSFER BY STRATEGIC INVESTORS	61
ANNEX 6	BANK ACCOUNT DESIGNATED BY PARTY A	62

 

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This Equity Interest Transfer Agreement (this "Agreement") is executed by the following parties in Qingpu District, Shanghai, PRC on December 21, 2023 ("Execution Date").

 

Party A: ChipMOS TECHNOLOGIES (BVI) LTD.

Registered Address: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands

 

Party B1: Suzhou Oriza PuHua ZhiXin Equity Investment Partnership (L.P.)

Registered Address: Room ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (Jiangsu) Pilot Free Trade Zone

 

Party B2: Suzhou Puhua Chuanxin Venture Capital Partnership (Limited Partnership)

Registered Address: Room ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

 

Party B3: Suzhou Puhua Xincheng Venture Capital Partnership (Limited Partnership)

Registered Address: Room ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (Jiangsu) Pilot Free Trade Zone

 

Party B4: Suzhou Xingwei Enterprise Management Partnership (Limited Partnership)

Registered Address: 2F, Room ▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (Jiangsu) Pilot Free Trade Zone

 

Party B5: Gongqingcheng Yuanyan Venture Capital Partnership (Limited Partnership)

Registered Address: Jijin Town, Gongqing City, Jiujiang City, Jiangxi Province

 

Party B6: Guangdong Core Future Phase I Venture Capital Fund Partnership (Limited Partnership)

Registered Address: Room ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇

 

Party B7: Xiamen Dili Hongxin Equity Investment Partnership (Limited Partnership)

Registered Address: ▇▇▇▇ ▇▇▇ ▇, ▇▇, ▇▇▇▇▇▇▇▇ ▇, Xiamen International Shipping Center, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (Fujian) Pilot Free Trade Zone

 

Party B8: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Zhengxin Enterprise Management Partnership (Limited Partnership)

Registered Address: ▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

 

Party B9: Zhuhai Hongcun Lixin Enterprise Management Partnership (Limited Partnership)

Registered Address: ▇▇▇▇ ▇▇▇, ▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

 

Party B10: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Yuxin Enterprise Management Partnership (Limited Partnership)

Registered Address: ▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

 

Party B11: Zhuhai Hongcun Runxin Enterprise Management Partnership (Limited Partnership)

Registered Address: ▇▇▇▇ ▇▇▇, ▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

 

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Party B1, Party B2, Party B3, Party B4, Party B5, Party B6, Party B7, Party B8, Party B9, Party B10 and Party B11 are collectively referred to as "Party B." Party A and any party of Party B are each referred to as a "Party" and collectively referred to as the "Parties."

 

WHEREAS:

 

 

NOW THEREFORE, based on the principle of equality and mutual benefits, the Parties have reached the following agreement on the matters related to this Transaction.

 

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ARTICLE 1. DEFINITIONS AND INTERPRETATIONS

 

Agreement	means the Equity Interest Transfer Agreement executed by the Parties, including its schedules and annexes (which may be amended and/or supplemented in accordance with this Agreement).
Transaction	has the meaning ascribed to it in the recitals of this Agreement.
Transaction Price	has the meaning ascribed to it in Subsection 2) of Section 2.1.
Target Company or Company	means Unimos Microelectronics (Shanghai) Co., Ltd.
Target Equity Interest	means 45.0242% of the equity interest in the Target Company held by Party A (corresponding to a capital contribution of RMB1,111,576,624 to the Target Company).
Strategic Investors	has the meaning ascribed to it in the recitals of this Agreement.
Other Transferred Equity Interest	has the meaning ascribed to it in the recitals of this Agreement.
Equity Transfer by Strategic Investors	has the meaning ascribed to it in Subsection 2) of Section 2.1.
Agreements on Equity Interest Transfer by Strategic Investors	has the meaning ascribed to it in Subsection 2) of Section 2.1.
Confidential Information	includes any proprietary, secret, or confidential data and materials related to the Company, its Business, or owned by the Parties of this Agreement, or disclosed by either Party at any time or for the negotiation of this Agreement, and the relevant contents of this Agreement.

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Force Majeure Event	refers to objective circumstances that are unforeseeable, unavoidable and insurmountable, including earthquakes, typhoons, floods, fires, wars, and other force majeure events that are unforeseeable and cannot be prevented or avoided in terms of their occurrence and consequences, as well as any changes in applicable Laws, the promulgation of new applicable Laws, or any government actions (limited to government actions that adversely affect the Company's Business due to changes or new promulgations of applicable Laws), which cause the performance of this Agreement impossible or cause this Agreement unable to be performed in accordance with the agreed terms and conditions.
Party Making the Change	has the meaning ascribed to it in Section 11.3.
First Tranche Price	has the meaning ascribed to it in Section 2.2.
First Tranche Price Payment Date	has the meaning ascribed to it in Section 2.2.
Second Tranche Price	has the meaning ascribed to it in Section 2.2.
Indebtedness	means the payment or repayment obligation of indebtedness, regardless of whether as a primary debtor or guarantor, whether currently or in the future, whether it is determined or contingent, or whether it is required to be disclosed in the financial statements in accordance with applicable accounting standards.
Penalty	means any fines, penalties, fees, or compensations imposed by Government Authorities, including but not limited to administrative sanctions, liquidated damages, late payment fees, idle land fees, penalty interest, etc.
Laws	means any constitutional provisions, treaties, conventions, laws, administrative regulations, ordinances, local regulations, departmental regulations, local government regulations, provisions, notices, guidelines, securities exchange rules, industry self-regulatory association rules, legal interpretations, judicial interpretations and other normative documents that have legal effect and are applicable to the Parties or this Transaction.
Articles of Association	means the fundamental regulations governing the organization and operations of the Company, which are subject to review and approval by the Company's highest authority and are jointly signed by the Company's shareholders, regardless of whether they are titled as Articles of Association of the Company, Articles of Association or under any other similar name.

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Equity Transfer	means the act of Party A transferring the Target Equity Interest to Party B in accordance with the terms and conditions of this Agreement.
Transfer Price	has the meaning ascribed to it in Section 2.1.
Equity Interest Return	has the meaning ascribed to it in Section 7.4.
Transition Period	has the meaning ascribed to it in Section 4.1.
SAMR	means the State Administration for Market Regulation of the PRC or its local corresponding authorities.
Change of Registration	means the registration or recordation procedures for the following matters with SAMR: (1) change of shareholders of the Target Equity Interest and Other Transferred Equity Interest from Party A and Strategic Investors to Party B; and (2) other change of registration procedures related to this Transaction (including the registration /recordation procedures related to the change of the Articles of Association and the directors and supervisors of the Target Company constituted or elected in accordance with the Transaction Documents), and obtaining a new Business License or the Notice of Approval for the Recordation for the Change issued by the SAMR to the Target Company.
Completion Date of Change of Registration	means the date when the registration or recordation procedures for Change of Registration are completed in the SAMR, which is the date when obtaining the new Business License or the Notice of Approval for the Recordation for the Change issued by the SAMR to the Target Company.
Business Day	means each day other than a statutory public holiday, a holiday and a day on which the stock exchange is closed in the PRC.
Closing Date	has the meaning ascribed to it in Section 2.2.
Abbreviated Agreement	has the meaning ascribed to it in Section 13.8.
Controlling Shareholders	means the shareholders of the Target Company, other than Party A and Strategic Investors, as of the Execution Date of this Agreement.

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Related Party	The Related Party of a certain entity shall mean: (i) if it is a non-natural person entity, any other entity that directly or indirectly Controls, is Controlled by, or is jointly controlled with such entity, either directly or through one or more intermediary entities; or (ii) if it is a natural person, any other natural person who directly or indirectly controls such person or is a Family Member of such person. For the purposes of this this definition, "Family Member" with respect to an individual means the spouse, children who have reached the age of 18 and their spouses, parents and the parents of their spouses, brothers and sisters and their spouses, brothers and sisters of their spouses, and other family members who have close relations to such individual. "Control" or "Controlled by" means the possession of more than fifty percent (50%) of the voting rights at the shareholders' meeting of such entity, directly or indirectly, or the power to direct or determine the voting, or, although holding less than fifty percent (50%) of the shares, the power to appoint the general manager or any other senior management officer responsible for the daily operations of the entity (excluding the situation where the appointment or removal of the aforementioned personnel is subject to a veto right only), or the management committee, board of directors or the majority of members of the similar decision-making authiruty (excluding the situation where the appointment or removal of the aforementioned personnel is subject to a veto right only), or the power as a trustee, executor, or in any other capacity to give instructions or authority over the business, management, policies, and decisions of a certain entity (whether exercised or not).
Performing Party B	has the meaning ascribed to it in Section 7.3.
Proposing Termination Party B	has the meaning ascribed to it in Section 7.3.
Breaching Party B	has the meanings ascribed to it in Section 7.3 and Section 7.4 respectively.
Non-Breaching Party B	has the meaning ascribed to it in Section 7.3.
Non-Liable Party B	has the meaning ascribed to it in Section 7.4.
Approval	means all approvals, authorizations, consents, licenses, permits, etc., the completion of all declarations, registrations, recordations, notifications, etc., as well as all certificates or other documentary evidence of any of the forgoing.

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Encumbrance	means any encumbrance granted to any Person or arising due to contractual or statutory reasons, including (1) mortgage, pledge, lien, other security interests, priority rights, proxy voting rights, or transfer restrictions on specific property; (2) seizure, attachment, or freezing measures on specific property; and (3) claims of ownership, possession, use, disposal, or income rights attached to specific property.
Person	means a natural person, corporation, enterprise, partnership, trust, government or any Government Authority or any other entity.
RMB	means the lawful currency of the PRC.
Daily Business or Daily Business Operation	means the daily operations carried out by a company in accordance with past practices (including in terms of quantity and frequency) and as specified from time to time in such company's business license.
Tax	means various forms of taxes and similar charges imposed, withheld or assessed by the central or local government of the PRC or other jurisdictions with governing authority, as well as interests, fines, surcharges, late fees, or Penalties related to the above. The term "Taxation" used in this Agreement, unless otherwise specified, should be interpreted as the same as "Tax".
Losses	has the meaning ascribed to it in Section 8.2.
New Register of Shareholders	has the meaning ascribed to it in Section 2.2.
Business	means all business that the Company is legally entitled to engage in, which includes but is not limited to the assembly and testing services of semiconductor and integrated circuit, technology development, technology service and the sales of relevant products, etc.
Business License	means the Company's business license issued by the SAMR.
Renminbi	means Renminbi (Yuan), the lawful currency of the PRC, unless otherwise specified in this Agreement.
Government Authority	means any government or its administrative division that has jurisdiction over the Target Company, any department, agency, or functional department of any government or its administrative division, any court or arbitration tribunal, and any regulatory authority of any securities exchange.

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Material Adverse Effect	means any event, change, or impact that, either individually or in conjunction with any other event, change, or impact: (i) causes or would be expected to cause a material loss, material burden, or material adverse effect on the Business, operations, assets, Indebtedness (including contingent liabilities), operating performance, financial condition, or prospects of the Company, and causes this Agreement unable to be performed; or (ii) causes or would be expected to cause material harm to the ability of the Company to perform its material obligations under this Agreement (including any annexes to this Agreement), and causes this Agreement unable to be performed; or (iii) causes or would be expected to cause material harm to the validity and enforceability of this Agreement (including any annexes to this Agreement) against the Company, and causes this Agreement unable to be performed.
Intellectual Property Rights	means any patent rights, trademarks, service marks, rights (registered or unregistered); applications for the foregoing; trade or business names; copyrights (including rights in software); know-how; secret recipe and processes, supplier and customer lists, and other confidential and proprietary knowledge and information; rights to protection of goodwill and reputation, Internet domain names; rights in database, and all rights and forms of protection of a nature similar to any of the foregoing or having the same effect anywhere in the world, as well as all rights under licenses and consents in relation to any of the protection and forms of protection referred to in this definition.

 

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ARTICLE 2. TRANSACTION ARRANGEMENT

Party B agrees to acquire a total of 45.0242% equity interest (corresponding to a registered capital of RMB1,111,576,624) of the Target Company held by Party A for a total purchase price of Renminbi nine hundred and seventy-nine million, two hundred and seventy-six thousand, three hundred and fifty Yuan (RMB979,276,350.00) ("Transfer Price") based on a pre-money valuation of Renminbi two billion, one hundred and seventy-five million Yuan (RMB2,175,000,000.00).

 

Transferor	Transferee	Transferred Equity Interest	Corresponding Transfer Price (Renminbi)
Party A	Party B1	Equity interest corresponding to a registered capital of RMB197,507,608 (representing 8.0000% of the equity interest in the Target Company)	174,000,000.00
	Party B2	Equity interest corresponding to a registered capital of RMB57,265,855 (representing 2.3195% of the equity interest in the Target Company)	50,450,000.00
	Party B3	Equity interest corresponding to a registered capital of RMB76,051,780 (representing 3.0805% of the equity interest in the Target Company)	67,000,000.00
	Party B4	Equity interest corresponding to a registered capital of RMB64,189,972 (representing 2.6000% of the equity interest in the Target Company)	56,550,000.00
	Party B5	Equity interest corresponding to a registered capital of RMB192,399,652 (representing 7.7931% of the equity interest in the Target Company)	169,500,000.00
	Party B6	Equity interest corresponding to a registered capital of RMB54,484,857 (representing 2.2069% of the equity interest in the Target Company)	48,000,000.00
	Party B7	Equity interest corresponding to a registered capital of RMB148,130,705 (representing 6.0000% of the equity interest in the Target Company)	130,500,000.00
	Party B8	Equity interest corresponding to a registered capital of RMB79,293,239 (representing 3.2118% of the equity interest in the Target Company)	69,856,650.00

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Transferor	Transferee	Transferred Equity Interest	Corresponding Transfer Price (Renminbi)
	Party B9	Equity interest corresponding to a registered capital of RMB79,351,150 (representing 3.2141% of the equity interest in the Target Company)	69,906,675.00
	Party B10	Equity interest corresponding to a registered capital of RMB89,090,744 (representing 3.6086% of the equity interest in the Target Company)	78,487,050.00
	Party B11	Equity interest corresponding to a registered capital of RMB73,811,062 (representing 2.9897% of the equity interest in the Target Company)	65,025,975.00

 

The Parties agree that, upon the signing of this Agreement, Party A shall procure and ensure that each of the Strategic Investors listed in Annex 5 to this Agreement enters into an equity interest transfer agreement with Party B8 and issues a waiver of right of first refusal in connection with this Transaction (collectively referred to as "Agreements on Equity Interest Transfer by Strategic Investors"). Party B8 shall acquire the Company's equity interest held by the Strategic Investors in the following proportions, the following equity transfer collectively referred to as "Equity Transfer by Strategic Investors", and shall pay a total of Renminbi eighty-seven million, seven hundred and seventy-six thousand, four hundred and seventy-five Yuan (RMB87,776,475.00) as the consideration for the equity interest transfer by the Strategic Investors ("Strategic Investors Transfer Price"). The Strategic Investors Transfer Price and the Transfer Price is collectively referred to as the "Transaction Price."

Transferor	Transferee	Other Transferred Equity Interest	Corresponding Transfer Price (Renminbi)
Accretech	Party B8	Equity interest corresponding to a registered capital of RMB34,964,934 (representing 1.4162% of the equity interest in the Target Company)	30,802,350.00
▇▇▇▇-▇▇▇▇ ▇▇▇▇	Party B8	Equity interest corresponding to a registered capital of RMB33,187,500 (representing 1.3443% of the equity interest in the Target Company)	29,238,525.00
Shih-▇▇▇ ▇▇▇▇▇	Party B8	Equity interest corresponding to a registered capital of RMB27,656,250 (representing 1.1202% of the equity interest in the Target Company)	24,364,350.00
Shou-▇▇▇▇ ▇▇▇▇	Party B8	Equity interest corresponding to a registered capital of RMB3,062,100 (representing 0.1240% of the equity interest in the Target Company)	2,697,000.00
▇▇▇▇▇ ▇. ▇▇▇▇	Party B8	Equity interest corresponding to a registered capital of RMB765,525 (representing 0.0310% of the equity interest in the Target Company)	674,250.00

 

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Within fifteen (15) Business Days from the date on which the conditions precedent to Closing set forth in Section 3.1 hereof are satisfied as confirmed by Party B or waived by Party B in the manner set forth in Section 3.2, Party B shall pay 70% of the Transfer Price as agreed in Subsection 1) of Section 2.1 hereof (i.e., Renminbi six hundred and eighty-five million, four hundred and ninety-three thousand, four hundred and forty-five Yuan (RMB685,493,445.00)) and 100% of the Strategic Investors Transfer Price as agreed in Subsection 2) of Section 2.1 hereof (i.e., Renminbi eighty-seven million, seven hundred and seventy-six thousand, four hundred and seventy-five Yuan (RMB87,776,475.00), which together with the aforesaid Transfer Price shall be referred to as the "First Tranche Price") to the bank account designated by Party A as specified in Annex 6 and the bank accounts designated by the Strategy Investors, after withholding and paying any applicable income tax (if any) and other taxes that Party B is required by law to withhold and pay on behalf of Party A and the Strategy Investors based on the total amount of the Transaction Price. The date on which all of the aforementioned payments have been made in full shall be referred to as the "First Tranche Price Payment Date."

Subject to the provisions of Section 3.3 of this Agreement, on the first Business Day after the expiration of 6 months from the First Tranche Price Payment Date, Party B shall pay 30% of the Transfer Price as agreed in Subsection 1) of Section 2.1 hereof (i.e., Renminbi two hundred and ninety-three million, seven hundred and eighty-two thousand, nine hundred and five Yuan (RMB293,782,905.00), "Second Tranche Price") to the bank account designated by Party A as specified in Annex 6.

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The Company shall, within 5 Business Days from the Closing Date, issue to each Party B a capital contribution certificate and deliver to each Party B the register of shareholders in which Party B is registered as a shareholder of the Company in accordance with the shareholding ratio set forth in Section 2.3 of this Agreement ("New Register of Shareholders"). The capital contribution certificate shall include the following information: Company name, date of incorporation, registered capital, shareholder's name, subscribed capital contribution, shareholding ratio, date of capital contribution payment, capital contribution certificate number and issuance date. The capital contribution certificate shall be signed by the chairman of the Company and affixed with the Company seal. The Company will register and retain the New Register of Shareholders, which will be signed by all shareholders and affixed with the Company seal and kept by the board of directors, and an original copy shall also be provided to Party B.

From the Closing Date, the subscribed capital contribution and shareholding ratio of each shareholder in the Company will be changed as follows:

Shareholder's Name	Registered Capital (Renminbi)	Shareholding Ratio (%)
Controlling Shareholders	1,257,630,666	50.9401
Party B1	197,507,608	8.0000
Party B2	57,265,855	2.3195
Party B3	76,051,780	3.0805
Party B4	64,189,972	2.6000
Party B5	192,399,652	7.7931
Party B6	54,484,857	2.2069
Party B7	148,130,705	6.0000
Party B8	178,929,548	7.2475
Party B9	79,351,150	3.2141
Party B10	89,090,744	3.6086
Party B11	73,811,062	2.9897
Total	2,468,843,599	100.0000

 

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Party A agrees to use commercially reasonable efforts to cause the Company and the Controlling Shareholders to execute, concurrently with the execution of this Agreement, prior to the Closing Date or at such other time agreed by Party B, a new Articles of Association, a waiver of right of first refusal in connection with this Transaction and a resolution of the board of directors (the foregoing documents and this Agreement collectively referred to as the "Transaction Documents"), the contents of which shall be in accordance with the contents of this Agreement and to the satisfaction of Party B.

The registration and recordation procedures for this Transaction (including the Equity Transfer and the Equity Transfer by Strategic Investors) shall be handled by Party A and the Company, with the other shareholders and Party B providing the necessary cooperation. The Parties agree to sign such necessary and reasonable legal documents as may be required from time to time by the SAMR and other competent authorities to facilitate the expeditious completion of the registration and recordation procedures required for this Transaction.

 

ARTICLE 3. CONDITIONS PRECEDENT TO CLOSING

Unless otherwise waived in writing by Party B, Party B's obligation to fulfill the payment of the First Tranche Price shall be subject to the satisfaction of all the following conditions precedent:

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After all Closing conditions are satisfied or waived in writing by Party B, Party A shall provide Party B with the Closing Certificate (the content and format of which shall be as set forth in Annex 2 to this Agreement), and the copies or scanned copies of all documents set forth in the Checklist of Closing Deliverables in Annex 3 to this Agreement (excluding any such documents that are waived by Party B; the same shall apply below). If at any time Party A becomes aware of any fact or circumstance that may prevent the satisfaction of any condition, it shall immediately notify Party B. Within five (5) Business Days after receiving the Closing Certificate and all documents set forth in the Checklist of Closing Deliverables, Party B shall render a written notice to Party A confirming that all the conditions precedent to Closing as set forth in Section 3.1 have been satisfied or deemed satisfied, or render a written notice to Party A detailing the sufficient and reasonable grounds for believing that any of the conditions precedent to Closing as set forth in Section 3.1 has not been satisfied. If Party B fails to render any written notice within the forgoing five (5) Business Days indicating whether the conditions set forth in Section 3.1 have been satisfied or not, it shall be deemed that all the conditions precedent to Closing as set forth in Section 3.1 have been satisfied. The foregoing five (5) Business Days period shall commence from the day following Party B's receipt of such Closing Certificate.

Unless Party B provides evidence to prove the existence of the following circumstances, Party B shall timely pay to Party A the Second Tranche Price in accordance with Paragraph B, Subsection 1) of Section 2.2 of this Agreement:

Unless otherwise specified in this Agreement, Party A shall indemnify, defend and hold Party B harmless from and against any and all Losses suffered by Party B under this Agreement after the Closing Date, resulting from an event caused by Party A prior to the Closing Date or an event occurring prior to the Closing Date which should have been disclosed by Party A but is failed to be disclosed.

 

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ARTICLE 4. OBLIGATIONS OF PARTY A PRIOR TO CLOSING

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ARTICLE 5. REPRESENTATIONS AND WARRANTIES

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ARTICLE 6. EXPENSES AND TAXATION

 

ARTICLE 7. EFFECTIVENESS, SUPPLEMENTATION, AMENDMENT, MODIFICATION AND TERMINATION

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For the avoidance of doubt, the Parties acknowledge that if any Party B intends to terminate this Agreement based on the provisions indicated above (hereinafter referred to as the "Proposing Termination Party B" in this Section), and the total Target Equity Interest to be acquired by the Proposing Termination Party B, either individually or collectively, under this Agreement does not exceed 15% (inclusive) of the total equity interest of the Company, the Proposing Termination Party B may terminate this Agreement in accordance with the foregoing provisions; if the total Target Equity Interest to be acquired by the Proposing Termination Party B, either individually or collectively, under this Agreement exceeds 15% (exclusive) of the total equity interest of the Company, the Proposing Termination Party B shall firstly notify Party A and the other Party B of its intention to terminate this Agreement. The other Party B ("Performing Party B") shall, within three (3) months of receiving such notice, provide written confirmation to Party A indicating whether they agree to acquire all the Target Equity Interest to be acquired by the Proposing Termination Party B under this Agreement in accordance with the commercial terms set forth in this Agreement. If the Performing Party B refuses such acquisition or fails to respond within the aforementioned three-month period, the Proposing Termination Party B shall not terminate this Agreement individually based on the foregoing provisions; provided, however, that all Party B shall have the right to jointly initiate a termination against Party A. If a Performing Party B confirms in writing its agreement to such acquisition, it shall have the right, within six (6) months from the date of issuing such written confirmation, to acquire directly or through its designated entity all the Target Equity Interest to be acquired by the Proposing Termination Party B under this Agreement.

 

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For the avoidance of doubt, the Parties acknowledge that:

 

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ARTICLE 8. BREACH AND INDEMNITY

 

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ARTICLE 9. FORCE MAJEURE

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ARTICLE 10. GOVERNING LAW AND DISPUTE RESOLUTION

ARTICLE 11. NOTICES AND DELIVERY

 

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Party A: ChipMOS TECHNOLOGIES (BVI) LTD.

Attention: ▇▇▇▇▇▇ ▇▇

Address: ▇▇.▇, ▇&▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇

Contact number:

E-mail:

 

Party B1:

Suzhou Oriza PuHua ZhiXin Equity Investment Partnership (L.P.)

Attention: Lu Pu

Address: Room ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ Equity Investment Center, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Contact number:

E-mail:

 

Party B2:

Suzhou Puhua Chuanxin Venture Capital Partnership (Limited Partnership)

Attention: ▇▇▇▇ ▇▇▇▇

Address: ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Contact number:

E-mail:

 

Party B3:

Suzhou Puhua Xincheng Venture Capital Partnership (Limited Partnership)

Attention: ▇▇▇▇ ▇▇▇▇

Address: ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Contact number:

E-mail:

 

Party B4:

Suzhou Xingwei Enterprise Management Partnership (Limited Partnership)

Attention: ▇▇▇▇ ▇▇▇▇

Address: Antai, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

Contact number:

E-mail:

 

Party B5:

Gongqingcheng Yuanyan Venture Capital Partnership (Limited Partnership)

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇

Address: Room ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Contact number:

E-mail:

 

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Party B6:

Guangdong Core Future Phase I Venture Capital Fund Partnership (Limited Partnership)

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇

Address: Room ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Contact number:

E-mail:

 

Party B7:

Xiamen Dili Hongxin Equity Investment Partnership (Limited Partnership)

Attention: ▇▇▇▇▇▇ ▇▇▇▇

Address: 1st Floor, Building G1, TCL International E City, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Contact number:

E-mail:

 

Party B8:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Zhengxin Enterprise Management Partnership (Limited Partnership)

Attention: ▇▇▇▇▇▇ ▇▇

Address: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Municipality

Contact number:

E-mail:

 

Party B9

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lixin Enterprise Management Partnership (Limited Partnership)

Attention: ▇▇▇▇▇▇ ▇▇

Address: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Municipality

Contact number:

E-mail:

 

Party B10:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Yuxin Enterprise Management Partnership (Limited Partnership)

Attention: ▇▇▇▇ ▇▇▇

Address: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Municipality

Contact number:

E-mail:

 

Party B11:

Zhuhai Hongcun Runxin Enterprise Management Partnership (Limited Partnership)

Attention: ▇▇▇▇ ▇▇▇

Address: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Municipality

Contact number:

E-mail:

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ARTICLE 12. DISCLOSURE OF INFORMATION

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ARTICLE 13. MISCELLANEOUS

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[Signature Page Follows]

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

ChipMOS TECHNOLOGIES (BVI) LTD.

 

 

 

By: ___________________________

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

Suzhou Oriza PuHua ZhiXin Equity Investment Partnership (L.P.) (Seal)

 

 

 

By: ___________________________

 

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

Suzhou Puhua Chuanxin Venture Capital Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

Suzhou Puhua Xincheng Venture Capital Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

Suzhou Xingwei Enterprise Management Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

Gongqingcheng Yuanyan Venture Capital Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

Guangdong Core Future Phase I Venture Capital Fund Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

Xiamen Dili Hongxin Equity Investment Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Zhengxin Enterprise Management Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lixin Enterprise Management Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Yuxin Enterprise Management Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

 

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[This page serves as the signature page for the Equity Interest Transfer Agreement of Unimos Microelectronics (Shanghai) Co., Ltd.. There is no text provided below.]

 

 

Zhuhai Hongcun Runxin Enterprise Management Partnership (Limited Partnership) (Seal)

 

 

 

By: ___________________________

 

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ANNEX 1 SHAREHOLDING RATIO AS REGISTERED WITH SAMR

 

No.	Name of Investors	The Amount of Subscribed Capital (Renminbi)	The Amount of Paid-in Capital (Renminbi)	Ratio of Contributions (%)
1	Controlling Shareholder	1,257,630,666	1,257,630,666	50.9401
2	ChipMOS TECHNOLOGIES (BVI) LTD.	1,111,576,624	1,111,576,624	45.0242
3	Accretech (China) Co., Ltd.	34,964,934	34,964,934	1.4162
4	▇▇▇▇-▇▇▇▇ ▇▇▇▇	33,187,500	33,187,500	1.3443
5	▇▇▇▇-▇▇▇ ▇▇▇▇▇	27,656,250	27,656,250	1.1202
6	▇▇▇▇-▇▇▇▇ ▇▇▇▇	3,062,100	3,062,100	0.1240
7	▇▇▇▇▇ ▇. ▇▇▇▇	765,525	765,525	0.0310
Total	——	2,468,843,599	2,468,843,599	100.0000

 

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ANNEX 2 CLOSING CERTIFICATE

 

Date: [ ]

 

To: [Party B]

 

To whom it may concern,

 

This Closing Certificate (this "Certificate") is issued pursuant to Section 3.1 of the Equity Interest Transfer Agreement (the "Agreement") entered into by and between Party A and Party B on December 21, 2023.

 

The terms, statements, and undefined terms used in this Certificate shall, unless otherwise explicitly specified, have the same meanings as those set forth in the Agreement.

 

On the date of signing this Certificate, we hereby confirm that:

 

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We hereby confirm the above.

 

 

Party A

ChipMOS TECHNOLOGIES (BVI) LTD.

 

 

By: ___________________________

 

Name: ▇▇▇▇-▇▇▇▇, ▇▇▇▇

 

Title: Director

 

 

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ANNEX 3 CHECKLIST OF CLOSING DELIVERABLES

 

No.	Documents
1.	Resolution of the board of directors of the company approving this Transaction (to be provided by the Company)
2.	Agreements on Equity Interest Transfer by Strategic Investors executed by Strategic Investors (to be provided by Party A)
3.	Documents certifying the waiver of each shareholder of the Company (including Strategic Investors) to waive their rights of first refusal (to be provided by Party A and the Company)
4.	Business registration information showing that Party B has been registered as a shareholder of the Company (to be provided by the Company)
5.	The board of directors and supervisors of the Company have been formally constituted in accordance with the Articles of Association, and the relevant Change of Registration procedures for the appointment of new directors and supervisors have been completed (to be provided by the Company)
6.	Tax filing certificate for this Transaction (to be provided by the Company)
7.	Documents proving the payment of stamp duty by the Parties (to be provided by Party A and Party B)
8.	Foreign exchange registration filing documents allowing the remittance of Party B's funds (to be provided by the Company)
9.	Announcement documents indicating that Party A's parent company, ChipMOS TECHNOLOGIES, has obtained the approval of its board of directors in respect of Party A's execution of the Transaction Documents and approval of this Transaction (to be provided by Party A)
10.	The Company's Controlling Shareholders have obtained approval from its board of directors for the Company's execution of the Transaction Documents and the approval of this Transaction (to be provided by the Company)

 

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ANNEX 4 PARTY A'S REPRESENTATIONS AND WARRANTIES

 

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During the Party A Commitment Period, Party A confirms that:

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Target Patent Rights	Patent Name	Patent No.	Duration of Patent Right	Right Holder	Patent Type	Current Legal Status
	Chip packaging structure (place of registration: Taiwan, China)	Invention No. 1302373	2008.10.21-2026.7.17	Unimos Microelectronics (Shanghai) Co., Ltd. ChipMOS TECHNOLOGIES INC.	Invention Patent	Valid
	Chip packaging structure (place of registration: Taiwan, China)	Invention No. 1318443	2009.12.11-2026.7.11	Unimos Microelectronics (Shanghai) Co., Ltd. ChipMOS TECHNOLOGIES INC.	Invention Patent	Valid
	Chip encapsulation structure	CN200610030115.0	2006.8.16-2026.8.15	Unimos Microelectronics (Shanghai) Co., Ltd. ChipMOS TECHNOLOGIES INC.	Invention Patent	Valid
	Chip packaging structure	CN200610099222.9	2006.7.21-2026.7.20	Unimos Microelectronics (Shanghai) Co., Ltd. ChipMOS TECHNOLOGIES INC.	Invention Patent	Valid

 

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Under this Agreement, “Anti-bribery Laws” refer to (i) relevant articles of the Criminal Law of the PRC (including Articles 93, 163, 164, 389, 390, 391, 392, and 393); (ii) relevant articles of the Anti-Unfair Competition Law of the PRC (including Articles 7 and 9); (iii) the Interim Regulations issued by the State Administration for Industry and Commerce on Prohibiting Acts of Commercial Bribery; and (iv) any other applicable Laws, regulations, and provisions that are revised and supplemented from time to time in relation to commercial bribery, anti-corruption or related matters in any circumstances.

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ANNEX 5 EQUITY TRANSFER BY STRATEGIC INVESTORS

 

No.	Party A	Party B	Target Equity Interest	Transfer Price
1.	Accretech (China) Co., Ltd.	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Enterprise Management Partnership (Limited Partnership)	1.4162% (corresponding to a capital contribution of RMB34,964,934 in the Company)	Renminbi Thirty million, eight hundred and two thousand, three hundred and fifty Yuan (RMB30,802,350.00)
2.	▇▇▇▇-▇▇▇ ▇▇▇▇▇		1.1202% (corresponding to a capital contribution of RMB27,656,250 in the Company)	Renminbi Twenty-four million, three hundred and sixty-four thousand, three hundred and fifty Yuan (RMB24,364,350.00)
3.	▇▇▇▇-▇▇▇▇ ▇▇▇▇		1.3443% (corresponding to a capital contribution of RMB33,187,500 in the Company)	Renminbi Twenty-nine million, two hundred and thirty-eight thousand, five hundred and twenty-five Yuan (RMB29,238,525.00)
4.	▇▇▇▇▇ ▇. ▇▇▇▇		0.0310% (corresponding to a capital contribution of RMB765,525 in the Company)	Renminbi Six hundred and seventy-four thousand, two hundred and fifty Yuan (RMB674,250.00)
5.	▇▇▇▇-▇▇▇▇ ▇▇▇▇		0.1240% (corresponding to a capital contribution of RMB3,062,100 in the Company)	Renminbi Two million, six hundred and ninety-seven thousand Yuan (RMB2,697,000.00)

 

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ANNEX 6 BANK ACCOUNT DESIGNATED BY PARTY A

 

 

CHIPMOS TECHNOLOGIES (BVI) LTD.

Bank Account Information

CNY

 

 

BENEFICIARY: CHIPMOS TECHNOLOGIES (BVI) LTD.

ACCOUNT NO.:

▇▇▇▇▇▇▇▇▇▇▇’S BANK:

BANK ADDRESS:

SWIFT CODE:

THRU BANK:

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