MANAGEMENT SERVICES AGREEMENT
This AGREEMENT is made on May 7, 2004
(1) Dongguan Changan County Changshi Development Company, having its address at the 11 TH Floor, Changan Group
Building, Changan County, Dongguan City, Guangdong Province, the People’s Republic of China and whose legal
representative is Lin Guang Hui (hereinafter referred to as “ Party A ”); and
(2) Timerson Limited, a company having its address at the 14 TH Floor, QPL Industrial Building, 138 Texaco Road, Tsuen
Wan, New Territories, Hong Kong and whose authorized representative is Robert Gange (hereinafter referred to as “ Party B ”).
Party A and Party B shall sometimes hereinafter be referred to a “ Party ” individually and the “ Parties ” collectively.
Capitalized terms not defined in this Agreement shall have the same meanings ascribed to them in the Lease Contract (defined
(A) A lease contract has been entered into between Party A and Party B for the lease of the Factory Facilities (the “ Lease
(B) Party A agrees to construct the Factory Facilities, to apply for all necessary governmental and regulatory approvals
and to lease to Party B and, upon the establishment of a wholly foreign-owned enterprise (the “ WFOE ”) in Changan County,
Dongguan City by Party B’s fellow subsidiary ASAT (Caymen) Limited. to engage in the business of semiconductor assembly
and testing, to the WFOE, the Factory Facilities and the land-use rights to the Construction Land after the completion of the
construction of the Factory Facilities.
(C) Party A also agrees to provide Party B with the related management services as set forth below. Party B agrees to
accept the management services provided by Party A and pay Party A a fixed fee for such management services on a monthly
NOW THEREFORE, through friendly negotiations and in consideration of the mutual benefits, terms and conditions set
forth in this Agreement,