Borrower (Party A): OmniVision Technologies (Shanghai) Co., Ltd.

Address: Room 402, Lane 887 No. 88, Zu Chong Zhi Road, Zhang Jiang, Pudong, Shanghai

Legal Representative : HE XINPING

 

Lender (Party B): Industrial and Commercial Bank of China Ltd., Shanghai Pudong Development Zone Sub-Branch

Address: No. 1391 Jinqiao Road, Pudong New District, Shanghai

Legal representative (responsible person): WU YANFEN

 

 

Table of Contents

 

Article I Representations and Warranties of Party A	1
Article II Type of the Loan	1
Article III Purpose of the Loan	1
Article IV The Amount and Term of the Loan	2
Article V The Interest Rate and Calculation of Interest	2
Article VI Conditions for Withdrawal	3
Article VII Schedule of Withdrawal	4
Article VIII Repayment Plan and Sources of Fund	5
Article IX The Security	6
Article X Rights and Obligations of the Parties	6
Article XI Liabilities	8
Article XII Formation, Amendment and Termination of the Contract	11
Article XIII Dispute Resolution	12
Article XIV Additional Covenants	12
Article XV Miscellaneous	13

 

 

For purposes stated in Article 3.1 of this contract, Party A has applied to Party B for a loan.  Party B has agreed to provide the loan to Party A.  In order to set forth the respective rights and obligations, pursuant to the Contract Law, the General Provisions of Lending and other relevant laws and regulations, both parties, after equal and friendly negotiation, have entered into this contract.

 

Article I

 

Representations and Warranties of Party A

 

1.1  It is a duly established entity of legal personality (or in case of a branch, a duly authorized establishment by the legal entity), and has the full power and capacity to perform this contract.

 

1.2  The proposed construction project to which the Loan is to be used under this contract has been approved by relevant government authorities.

 

1.3  The financial statements and information submitted for the review, evaluation and management of the Loan are true, accurate, and complete.

 

Article II

 

Type of the Loan

 

2.1  The Loan under this contract is fixed assets loan.

 

Article III

 

Purpose of the Loan

 

3.1  The purpose of the Loan under this contract shall be: for the construction project of the “OmniVision Technologies Research Center” at Parcel C-2-2 in the Central Block of Zhang Jiang .

 

3.2  Without written consent of Party B, Party A may not change the use of the proceeds of Loan provided in this contract.

 

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Article IV

The Amount and Term of the Loan

 

4.1  The amount of the Loan under this contract is (in words): One Hundred Forty Million RMB Yuan, or (in numbers), ¥ 140,000,000.00 (in case of inconsistency between the text and numeric expressions of the amount, the text expression shall prevail; the same below).

 

4.2  The Term of the Loan under the contract shall be 81 months, from September  8 , 2009 to June 30, 2016 .

 

Article V

 

The Interest Rate and Calculation of Interest

 

5.1  The Interest of the Loan under this contract shall be calculated on the basis of the actual number of days from the date of the actual withdrawal times the daily interest rate (the daily interest rate = annual interest rate ÷ 360), and paid quarterly .  The Interest shall be paid on the 20th day of the last month every quarter and if such date is a non-working day of the bank, on the next bank working day.  At the maturity of the Loan, the interests shall be paid off along with the principal.

 

5.2 The interest rate under this contract is determined in accordance with the method provided in the following 5.2.2 :

 

5.2.1 The annual interest rate is fixed at _____% and will not be reset during the terms of the contract; or

 

5.2.2 The interest rate under this contract shall be the corresponding benchmark interest rate of the People’s Bank of China, with adjustment downward 10% of that rate.  For each withdrawal/disbursement, the interest rate will be determined separately and be reset once every period, which period shall be one-year .  For each withdrawal/disbursement of Loan, the interest rate for the first period is decided by Party B based on the corresponding benchmark interest rate of the People’s Bank of China on the date of the withdrawal/disbursement and the adjustment agreed by both parties; the interest rate for the second and

 

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subsequent periods shall be reset by Party B in accordance with the corresponding benchmark interest rate of the People’s Bank of China on the corresponding days of the date of withdrawal/disbursement, taking into account the adjustment agreed by both parties.  In the event a month in which the interest rate is reset does not have a date corresponding to the date of withdrawal/disbursement, then the last day of that month will be used instead as the corresponding day.

 

The corresponding day of the withdrawal/disbursement date means the day immediately after the end of each period during which the specific loan amount is first actually withdrawn/disbursed.  For instance, if the loan is withdrawn/disbursed on May 9, then the corresponding day shall be June 9 if the period is one month, August 9 if the period is a quarter, November 9 if the period is half year, or May 9 of the next year if the period is one year, and so on and so forth; or

 

5.2.3  Other ways: none .

 

5.3  In case the People’s Bank of China changes the interest rate or the policy for deciding the interest rate, the interest rate will be changed according to the relevant provisions of the People’s Bank of China. Party A will not provide notice to Party B.

 

Article VI

 

Conditions for Withdrawal

 

6.1  Prior to each withdrawal, Party A shall meet the following conditions:

 

6.1.1  the Mortgage Agreement is entered into and in full force and effect;

 

6.1.2  the capital or other necessary funding for the project has been received on schedule and in sufficient amount;

 

6.1.3  the project is within the budget or if it overruns, funding is secured;

 

6.1.4  the project is on schedule;

 

6.1.5  paperwork for the withdrawal has been filled out and submitted to Party B pursuant to the terms of the contract;

 

6.1.6  there is no event of default under the contract;

 

6.1.7  other loan related materials are submitted as requested by Party B.

 

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Article VII

 

Schedule of Withdrawal

 

7.1  The Loan under this contract shall be drawn in accordance with the method provided in Article  7.1.2 below :

 

7.1.1  Party A shall withdraw the Loan amount in one time, and deposit the same in whole to the bank account maintained with Party B; or

 

7.1.2  Party A shall withdraw the Loan amount in 5 times, according to the following schedule:

 

7.1.2.1 September  15, 2009 , amount, in words, Forty Five Million RMB Yuan, or in numbers, ¥ 45,000,000 ;

 

7.1.2.2 November 15, 2009 , amount, in words, Twenty Million RMB Yuan, or in numbers, ¥ 20,000,000 ;

 

7.1.2.3 January 5, 2010 , amount, in words, Thirty Five Million RMB Yuan, or in numbers, ¥ 35,000,000;

 

7.1.2.4 March 1, 2010 , amount, in words, Thirty Million RMB Yuan, or in numbers, ¥ 30,000,000;

 

7.1.2.5 December 1, 2011 , amount, in words, Ten Million RMB Yuan, or in numbers, ¥10 ,000,000; or

 

7.1.3  Other withdrawal methods :

 

None.

 

7.2  Party A shall withdraw the monies pursuant to provisions of Article 7.1 of the contract; and if there are any special circumstances, Party A shall submit written application to Party B, and after written consent of Party B, may advance or delay the drawings by 5 days.

 

7.3  If Party A needs to cancel the withdrawals of any remaining Loan amount in whole or in part, Party A shall submit a written application to Party B 30 days in advance and may cancel only after obtaining written consent of Party B.

 

7.4  The withdrawal and repayment dates under this contract shall be the dates actually recorded on the specific drawing or payment receipts as acknowledged by both Party A and B. Such receipts or payment instruments shall be an integral part of the contract, and other than the dates, in the event of any inconsistency

 

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between items on the receipts or payment instruments and the provisions of this contract, the provisions of the contract shall prevail.

 

Article VIII

 

Repayment Plan and Sources of Fund

 

8.1  The funds used by Party A to repay the Loan principal and interests under the contract will come from, but not limited to:

 

8.1.1  Cash return of this project ;

 

8.1.2  Operating income and other legitimate cash incomes.

 

8.2  Notwithstanding any provisions to the contrary for the sources of repayment funding in other contracts to which Party A is a party, none of those provision shall have any effect upon the repayment obligations of Party A under this contract.  Under no circumstances may Party A be excused by virtue of Article 8.1 from its repayment obligations under the contract.

 

8.3  Party A shall make interest payments on time and in full amount according to the provisions of this contract, and shall pay back the principal according to the following Article  8.3.2 :

 

8.3.1  in one full installment, by ______; or

 

8.3.2  in several installments, the specific amounts and dates as follows:

 

8.3.2.1  December 20 , 2010 , amount, in words, Five Million RMB Yuan, or in number, ¥ 5,000,000.00 ;

 

8.3.2.2  December 20 , 2011 , amount, in words, Five Million RMB Yuan, or in number, ¥ 5,000,000.00 ;

 

8.3.2.3  December 20 , 2012 , amount, in words, Ten Million RMB Yuan, or in number, ¥ 10,000,000.00 ;

 

8.3.2.4  December 20 , 2013 , amount, in words, Twenty Million RMB Yuan, or in number, ¥ 20,000,000.00 ;

 

8.3.2.5  December 20 , 2014 , amount, in words, Twenty Million RMB Yuan, or in number, ¥ 20,000,000.00 ;

 

8.3.2.6  December 20 , 2015 , amount, in words, Forty Million RMB Yuan, or in number, ¥ 40,000,000.00 ;

 

8.3.2.7  June 30 , 2016 , amount, in words, Forty Million RMB Yuan, or in number, ¥ 40,000,000.00 ; or

 

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8.3.3 in other ways:

 

None.

 

8.4  Party A shall submit written application to Party B 30 days in advance and obtain the written consent of Party B for the repayment ahead of schedule;

 

8.5  Prior to any advance payment by Party A of the Loan, Party A shall obtain consent of Party B, and such advance payments shall be not less than Ten Million Yuan (in words), and shall be in a whole number of multiple(s) of Ten Million Yuan (in words).

 

8.6  Advance payment by Party A of the Loan shall be applied to the return of principals set forth in Article 8.3.2 in a reverse order .

 

8.7  Party A shall, prior to each of the interest or principal due date provided in the contract, deposit sufficient amount to the account maintained at Party B for the principal or interest dues, and authorize Party B to withdraw from the account on the due date to pay for the interest or principal dues.

 

Article IX

 

The Security

 

9.1  The security provided for the Loan under this contract shall be: mortgage .

 

9.