October 29, 2003
TSMC /OMNIVISION CONFIDENTIAL
This Shareholders' Agreement ("Agreement"), made this 29 day of October 2003 by and among Taiwan
Semiconductor Manufacturing Company, a company incorporated under the laws of Taiwan, Republic of China
("TSMC"), OmniVision International Holding Ltd., an exempted company incorporated under the Companies
Law of Cayman Islands ("OmniVision"), and VisEra Technology Company, Ltd., a company to be incorporated
under the laws of Taiwan, Republic of China ("NEWCO"), and to become a party hereto in accordance with
Section 8.8. OmniVision and TSMC are each sometimes referred to herein as a "Shareholder" and collectively as
the "Shareholders"; OmniVision, TSMC and NEWCO are each sometimes referred to herein as a "Party" or
collectively as the "Parties".
A. TSMC is engaged in the business of manufacturing and selling semiconductor related products.
B. OmniVision is engaged in the business of developing, manufacturing and selling CMOS-based products
including CMOS image sensors.
C. TSMC and OmniVision desire to enter into a joint venture ("JV") and to form a separate JV entity in Taiwan,
Republic of China (ROC) [***] for the purposes of providing [***] and testing services as more specifically
D. The Parties acknowledge that ROC companies' investments in [***] for providing [***] and automated final
testing service for [***] Therefore, the Parties agree to divide this JV planning into three Phases, i.e. Phases I, II
and III to comply with the relevant laws and regulations in the ROC.
*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and
Exchange Commission. Omitted portions have been filed separately with the Commission.
E. Accordingly, the Parties desire to set forth the rights, duties and obligations of the Parties in connection with