AMENDED AND RESTATED CO-INVESTMENT AGREEMENT July 14, 2000 among CHASE ASIA INVESTMENT PARTNERS II (Y), LLC ASIA OPPORTUNITY FUND, L.P., and CO-INVESTORS LISTED HEREIN CO-INVESTMENT AGREEMENT
EXHIBIT
99.4
AMENDED
AND RESTATED
July
14,
2000
among
ASIA
OPPORTUNITY FUND, L.P.,
and
CO-INVESTORS
LISTED HEREIN
CO-Investment
Agreement (the "Agreement") dated as of July 14, 2000 among Chase Asia
Investment Partners II (Y), LLC, a limited liability company formed under
the
laws of Delaware ("CAIP"), ASIA OPPORTUNITY FUND, L.P., an exempted limited
partnership formed under the laws of the Cayman Islands, ("AOF"), and the
CO-INVESTORS listed on the signature pages hereof (the "Co-Investors" and
together with AOF and CAIP, the "Investors").
The
parties hereto agree as follows:
ARTICLE
I
CERTAIN
DEFINITIONS
Capitalized
terms used and not defined herein shall have the meanings given to them in
the
Subscription Agreement and the Shareholders Agreement. In addition, the
following terms shall have the definitions set forth below:
"Subscription
Agreement" means the Amended and Restated Subscription Agreement dated as
of
October 29, 1999 among CAIP, AOF, the Co-Investors, QPL International Holdings
Limited, Bring Luck Limited, The Industrial Investment Company Limited, Worltek
International, Ltd., ASAT Limited and ASAT Holdings Limited, as amended from
time to time.
"Shareholders
Agreement" means the Amended and Restated Shareholders Agreement dated July
14,
2000, as amended from time to time.
References
to Co-Investors and Investors includes their Permitted Transferees.
1
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1
Representations and Warranties. Each Investor represents and warrants to
each
other Investor that it is duly authorized to execute and deliver this Agreement,
to perform its obligations under and to consummate the transactions contemplated
by this Agreement, and that this Agreement is a valid and legally binding
agreement of such Investor, enforceable in accordance with its
terms.
2.2
Reliance on Other Investors. Each Investor shall be entitled to rely upon
the
representations and warranties and agreements of each other Investor in the
Subscription Agreement.
ARTICLE
III
BOARD
OF
DIRECTORS; VOTING
3.1.
Appointment of Directors. As long as the Co-Investors own in the aggregate
at
least 10% of the outstanding Shares, the Co-Investors shall be entitled to
select one of the Board directors (the "Co-Investor Designee") whom AOF is
entitled to appoint pursuant to Section 2.1 of the Shareholders Agreement
(the
"AOF Designees"). The director to be selected by the Co-Investors shall be
determined by the Co-Investors holding a majority of the Shares then held
by the
Co-Investors. AOF agrees to appoint each Co-Investor Designee as an AOF Designee
pursuant to the Shareholders Agreement. AOF agrees that in connection with
any
Transfer of Shares owned by it (other than in a Public Sale), AOF will ensure
that the Transferee of such Shares will assume AOF's obligation under this
Section 3.1 if, following such Transfer, AOF would not be able to fulfill
such
obligation. Following an issue of Shares upon exercise of the Warrants or
issue
of Shares to employees of any ASAT Company pursuant to an exercise of stock
options granted to such employee, the 10% threshold above shall be reduced
to
reflect the dilutive effect or reduction of the numbers of Shares held by
the
Co-Investors as a result of such event.
3.2.
Voting by Co-Investor Director. With respect to any matter voted upon by
the
Board, the Co-Investors agree to cause the Co-Investor Designees to vote
in
accordance with the instructions of AOF except with respect to matters as
to
which the AOF Designees are not entitled to vote under applicable law or
pursuant to 6.3 of the Shareholders Agreement, in which case such director
may
vote in accordance with the Co-Investors' instructions (subject to
the
requirements
of the Shareholders Agreement).
3.3.
Voting of ASAT Shares. Subject to Section 3.4, with respect to any matter
voted
upon by the shareholders of ASAT, each Co-Investor agrees to vote, in person
or
by proxy, all Shares owned by it, at any annual or extraordinary general
meeting
of shareholders or by consensual action of shareholders without a meeting,
in
accordance with the instructions of AOF.
2
3.4.
No
Conflict. Nothing in this Article III shall require a Co-Investor or a
Co-Investor Designee to vote in conflict with the Shareholders Agreement
or
applicable law or in favor of a resolution or other action that would adversely
affect the rights or preferences of any class of Shares held by such Co-Investor
and would not in the same manner adversely affect the rights or preferences
of
Shares of the same class held by other Shareholders.
3.5.
Information. Any Co-Investor Designee shall be entitled to disclose Confidential
Information to the Co-Investors as co-investors referred to in Section 6.1
of
the Shareholders Agreement.
ARTICLE
IV
TRANSFER
OF SHARES
4.1.
Restrictions on Sale of Shares. Except for (a) Transfers to the Co-Investors'
Permitted Transferees pursuant to Section 3.3 of the Shareholders Agreement,
(b)
Transfers pursuant to a Public Sale and (c) Transfers required as a result
of
the exercise by any Shareholder of drag along rights pursuant to Section
4.3 of
the Shareholders Agreement, each Co-Investor agrees that it shall not Transfer
Shares that it owns until it has first complied with the provisions of this
Article IV.
4.2
Sale
of Shares. If any Co-Investor desires to Sell Shares to a Third Party in
a Sale
subject to Section 4.1 of the Shareholders Agreement, such Co-Investor shall
comply with the provisions therein. Such Co-Investor shall advise each other
Investor of its intention to make such a Sale at least 14 days before such
Co-Investor gives any other Shareholder a Right of First Offer Notice in
respect
thereof. Such Co-Investor shall indicate in its Right of First Offer Notice
that
the offer therein is being made to other Shareholders subject to the prior
right
of CAIP and AOF to purchase all such Shares as Permitted Transferees. If
CAIP or
AOF gives a Section 4.1 Purchase Notice in respect of such Shares, then all
such
Shares shall be Sold exclusively to either or both of them as Permitted
Transferees. If CAIP and AOF fail to give a Section 4.1 Purchase Notice within
the Right of First Offer Notice Period, then the provisions of Section 4.1
of
the Shareholders Agreement shall apply to such Sale without regard to this
Section 4.2.
4.3
Drag
Along Rights. If CAIP and AOF propose to Sell all their Shares to a Third
Party,
they may require all (and not less than all) the Co-Investors to Sell all
(and
not less than all) their Shares together with CAIP's and AOF's Shares as
follows:
(a)
At
least 14 days before giving a Right of First Offer Notice as provided in
Section
4.3(b) hereof, CAIP and AOF shall advise the Co-Investors of their intention
to
compel the Co-Investors to sell their Shares to such Third Party and their
intention to take the other actions provided for in this Section
4.3.
3
(b)
CAIP
and AOF shall provide to all other Shareholders a right of first offer for
all
(and not less than all) CAIP's and AOF's Shares in accordance with Section
4.1
of the Shareholders Agreement. The Right of First Offer Notice shall state
that
if the offer therein is not accepted, then CAIP and AOF shall include all
the
Shares then owned by Co-Investors in any Sale to a Third Party as provided
below. If one or more Offerees shall deliver a Section 4.1 Purchase Notice
to
CAIP and AOF accepting such offer, then CAIP and AOF (and the Co-Investors,
if
applicable) shall Sell their Shares to such Offeree(s) as provided in such
notice and Section 4.1 of the Shareholders Agreement.
(c)
If no
Offeree shall have delivered a Section 4.1 Purchase Notice in respect of
such
offer, CAIP and AOF may Sell all their Shares to a Third Party as provided
in
Section 4.1 of the Shareholders Agreement and, in the event of such a Sale,
shall include in such Sale all Shares then owned by the Co-Investors at the
same
price per Share and on the same terms specified in the Right of First Offer
Notice. CAIP and AOF shall deliver to the Co-Investors promptly after agreeing
to such a Sale written notice thereof and of their decision to compel the
Co-Investors to sell their Shares in accordance herewith and a copy of all
agreements containing the terms and conditions pursuant to which the Shares
are
proposed to be Sold. To the extent that CAIP and/or AOF receives any fee
or
other payment as compensation for exercising their drag along rights under
Section 4.3 of the Shareholders Agreement and causing the Co-Investors' Shares
to be included in a Sale to a Third Party, the Co-Investors shall receive
a pro
rata portion (in the proportion provided in Section 5.2(a)) of such fee or
payment.
(d)
If
the proposed Sale to a Third Party hereunder would be a Section 4.3 Sale,
then
before the Sale to a Third Party may be consummated, CAIP and AOF shall (if
required by the shareholders Agreement) offer to QPL (and not the Co-Investors)
a right of first refusal with respect to all the Investors' Shares to be
included in such Sale in accordance with Sections 4.3(b) through (e) of the
Shareholders Agreement. If QPL delivers a Section 4.3 Purchase Notice, then
all
Investors shall Sell all their Shares to QPL as provided in Section 4.3(d)
and
(e) of the Shareholders Agreement.
(e)
Each
Co-Investor (i) shall be required to participate in a Sale on the terms and
conditions set forth in the notice delivered to them by CAIP and AOF pursuant
to
(c) above, (ii) deliver to the Third Party the certificates representing
such
Shares on or before the closing of such Sale and collect directly from the
Third
Party the consideration to be paid for such Shares, and (iii) otherwise
cooperate in good faith to effect such Sale, including (if necessary) Selling
their Shares to CAIP or AOF as a Permitted Transferee in exchange for such
consideration in order to effect the purposes of this Section 4.3. It is
understood that the number of Investor Shares to be sold in any Sale under
this
Section 4.3 shall be reduced to the extent that QPL exercises its tag-along
rights in respect of such Sale under Section 4.2 of the Shareholders
Agreement.
(f)
The
last sentence of Section 4.3(k) of the Shareholders Agreement shall in no
respect restrict CAIP's and AOF's rights herein. Notwithstanding anything
contained in this Section 4.3, there shall be no liability on the part of
CAIP
or AOF to any Co-Investor if any Sale of Shares to a Third Party pursuant
to
this Section 4.3 is not consummated for whatever reason. Any decision as
to
whether to Sell Shares to a Third Party shall be at the sole and absolute
discretion of CAIP and AOF.
4
ARTICLE
V
UK
CREDITOR ARRANGEMENTS
5.1.
The
UK Creditor Arrangements. The Co-Investors acknowledge that (a) CAIP and
AOF
entered into an Option Agreement dated as of October 29, 1999 with The
Industrial Investment Company Limited ("TIIC") and QPL International Holdings
Limited ("QPLIH"); the Investor Inter-Creditor Agreement dated as of October
29,
1999 among the UK Creditors, the Investors (as defined therein) and Standard
Chartered Bank, as Security Trustee; the Inter-Creditor Agreement dated as
of
October 29, 1999 among the UK Creditors, the Investors (as defined therein)
and
Standard Chartered Bank, as Security Trustee; the Option Loss Indemnity Deed
dated as of October 29, 1999 among CAIP, AOF, Worltek International, Ltd.
("Worltek"), TIIC and QPLIH; the Comdisco Side Letter dated October 29, 1999
from the UK Creditors to Comdisco and acknowledged by CAIP and AOF; and the
Charge Over Shares dated as of October 29, 1999 between Worltek, CAIP, AOF,
Standard Chartered bank, as Trustee, (collectively, the "UK Creditor
Arrangements"); and (b) CAIP and AOF entered into the UK Creditor Arrangements
on behalf of themselves and for the benefit of the Co-Investors in connection
with the Investors' investment in ASAT Holdings Limited pursuant to the
Subscription Agreement.
5.2
Co-Investors' Back-Stop. Olympus Capital Holdings Asia I, L.P.,
Reservoir-Olympus II, L.P., Olympus KB, L.P., Olympus Capital Asia, L.P.,
Olympus Capital Asia Offshore, L.P., Olympus Holdings, L.P. and ZAM-Olympus
Co-Invest, L.L.C. (the "Olympus Group"), severally and jointly among themselves
but severally and not jointly with respect to Orchid Hong Kong Investment
Holdings ("Orchid"), and Orchid severally and not jointly with respect to
the
Olympus
Group, each agrees:
(a)
to
pay pro rata (in the proportion that the number of Shares acquired by it
pursuant to the Subscription Agreement bears to the total number of Shares
acquired thereunder by all Investors) to CAIP and AOF any amount that CAIP
or
AOF is required to pay at any time under the UK Creditor Arrangements, at
or
before the time CAIP or AOF is required to make such payment; and
(b)
to
perform or comply with all obligations undertaken by CAIP and AOF as
Shareholders in the UK Creditor Arrangements to the same extent as if such
Co-Investor were a party thereto.
5.3
Pass
Through of Benefits. CAIP and AOF severally and not jointly agree to transfer
promptly to each Co-Investor such Co-Investor's pro rata share (in the
proportion provided in Section 5.2(a)) of the benefits actually received
by CAIP
and/or AOF under the UK Creditor Arrangements.
5
5.4
Instructions by Investors. CAIP and AOF will exercise their rights under
the UK
Creditor Arrangements in accordance with the instructions of Investors
(including CAIP and AOF) holding a majority of Shares held by all Investors
on
the date hereof (the "Majority Investors") and take such other actions
reasonably requested by the Majority Investors. CAIP and AOF may also take
such
other actions in connection with the UK Creditor Arrangements as they shall
determine to be necessary or desirable and in the interests of the Investors
as
a whole.
5.5
Liability of CAIP and AOF; Duties; Indemnification. (a) Neither CAIP nor
AOF
shall have any liability to any Co-Investor for any action taken or not taken
by
them except for liability directly and primarily due to gross negligence
or
wilful misconduct on their part. Neither CAIP nor AOF shall be deemed to
have,
or be acting in, any fiduciary duty or trustee capacity for or on behalf
of the
Co-Investors.
(b)
Neither CAIP nor AOF shall have any duty hereunder except as expressly provided
herein or in the UK Creditor Arrangements. Nothing herein shall require either
CAIP or AOF to expend or risk its own funds or otherwise incur any financial
liability except as expressly provided in the UK Creditor Arrangements, it
being
understood that any such expenditure or liability shall be covered by this
Article V.
(c)
Each
member of the Olympus Group, severally and jointly among themselves but
severally and not jointly with respect to Orchid Hong Kong Investment Holdings
("Orchid"), and Orchid severally and not jointly with respect to the Olympus
Group, each agrees:
(i)
to
reimburse CAIP and AOF upon request for all reasonable disbursements, expenses
and advances incurred or made by them in connection with the UK Creditor
Arrangements, including expenses of counsel; and
(ii)
to
indemnify CAIP and AOF and each of their officers, directors, employees,
partners, controlling persons and agents for, and hold it harmless against,
any
claim, demand, expense, loss or liability incurred by any of them (other
than
directly and primarily due to gross negligence or wilful misconduct on their
part) arising out of or in connection with any action taken by them on behalf
of
the Co-Investors in accordance or in connection with the UK Creditor
Arrangements.
The
Co-Investors' obligations under this Section 5.5(c) shall be pro rata on
the
basis provided in Section 5.2(a).
(d)
The
provisions of this Section 5.5 shall survive the termination of this
Agreement.
5.6
Modifications to the UK Creditor Arrangements. Notwithstanding anything to
the
contrary in this Agreement, neither CAIP nor AOF shall consent to any amendments
or modifications to the UK Creditor Arrangements without the prior written
consent of each Co-Investor, which consent shall not unreasonably be
withheld.
6
ARTICLE
VII
MISCELLANEOUS
6.1.
Expenses; Indemnity and Termination Fee Proceeds. Any expense incurred by
the
Investors in connection with the transactions contemplated by the Transaction
Agreements (including expenses incurred in enforcing such agreements before
or
after the Closing) and not paid or reimbursed by QPL or ASAT shall be paid
on a
combined basis by each Investor in the proportion that the number of Shares
to
be purchased by such Investor under the Subscription Agreement bears to the
total number of Shares to be purchased thereunder by all Investors (the "Pro
Rata Purchase Percentage"). Any proceeds of any payments received by the
Investors (net of any related expenses or deductions applied against such
proceeds) under Article 9 or Section 10.3 of the Subscription Agreement or
as a
result of any recovery in respect of any claim asserted by any Investor against
the parties to the Subscription Agreement (excluding other Investors) shall
be
shared by the Investors based on their Pro Rata Purchase
Percentage.
6.2.
Notices. All notices, requests and other communications to any party hereunder
shall be in writing and shall be deemed to have been duly given or made if
sent
by fax (with confirmation in writing), delivered personally or sent by
registered or certified mail (postage prepaid, return receipt requested)
to the
parties at the fax number or address set forth in the Shareholders Agreement
or
at such other addresses as shall be furnished by the parties by like notice,
and
such notice or communication shall be deemed to have been given or made upon
receipt.
6.3.
Amendments and Waivers. (a) Any provision of this Agreement may be amended
or
waived only if such amendment or waiver is in writing and is signed, in the
case
of an amendment, by each party to this Agreement, or in the case of a waiver,
by
the party against whom the waiver is to be effective.
(b)
No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided
by
law.
6.4.
Binding Effect; Benefit. This Agreement shall inure to the benefit of and
be
binding upon the parties hereto and their respective heirs, successors, legal
representatives and permitted assigns. Nothing in this Agreement, expressed
or
implied, is intended to confer on any Person other than the parties, and
their
respective heirs, successors, legal representatives and permitted assigns,
any
rights, remedies, obligations or liabilities under or by reason of this
Agreement. References herein to any Investor include its Permitted
Transferees.
6.5.
Assignment. An Investor may assign, delegate or otherwise Transfer any of
its
rights or obligations under this Agreement only if the Transfer is in accordance
with this Agreement and the Shareholders Agreement and the person acquiring
Shares (other than in connection with a Public Sale) shall execute and deliver
to the other Investors a deed of adherence to be bound by this
Agreement.
7
6.6.
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of England.
6.7.
Submission to Jurisdiction, Etc. (a) Each party hereby irrevocably agrees
that
the courts of England shall have non-exclusive jurisdiction to settle any
dispute which may arise out of or in connection with this Agreement and that
accordingly any suit, action or proceedings (together referred to as
"Proceedings") arising out of or in connection therewith may be brought in
such
courts. Each party hereto irrevocably waives any objection which it may have
now
or hereafter to the laying of the venue of any Proceedings in any such court
and
any claim that any such Proceedings have been brought in an inconvenient
forum
and hereby further irrevocably agrees that a judgment in any Proceedings
brought
in the courts of England shall be conclusive and binding upon it and may
be
enforced in the courts of any jurisdiction.
(b)
Each
Investor appoints Trusec Limited of 00 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX
to be
its agent for the receipt of service of process in England. Each party agrees
that any Service Document may be effectively served on it in connection with
Proceedings in England and Wales by service on its agent.
(c)
Any
Service Document shall be deemed to have been duly served on a party if marked
for the attention of such party's agent at the address set out above in Section
6.7(b) in respect of such agent or such other address within England or Wales
as
may be notified to the other parties and: (i) left at the specified address;
or
(ii) sent to the specified address by first class post. In the case of (i),
the
Service Document shall be deemed to have been duly served when it is left.
In
the case of (ii), the Service Document shall be deemed to have been duly
served
two clear UK Business Days after the date of posting. "Service Document"
means a
writ, summons, order, judgment or other process issued out of the courts
of
England and Wales in connection with any Proceedings, "UK Business Days"
means a
day other than a Saturday, Sunday or any day on which banks located in England
are obligated to close.
6.8.
Section Headings. The headings of Sections in this Agreement are provided
for
convenience only and will not affect its construction or
interpretation.
6.9.
Counterparts. This Agreement may be signed in any number of counterparts,
each
of which shall be an original, with the same effect as if the signatures
thereto
and hereto were upon the same instrument.
6.10.
Entire Agreement. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both oral and written, between the parties
with
respect to the subject matter hereof. No representation, inducement, promise,
understanding, condition or warranty not
set
forth
herein has been made or relied upon by any party hereto. Without limitation
of
the foregoing, it is understood that the Subscription Agreement, the Transaction
Agreements and the agreements and arrangements referred to therein entail
in all
material respects the agreements and arrangements being entered into in
connection with the Investors' investment in ASAT.
8
6.11.
Specific Enforcement. Each party hereto acknowledges that the remedies at
law of
the other parties for a breach or threatened breach of this Agreement would
be
inadequate and, in recognition of this fact, any party to this Agreement,
without posting any bond, and in addition to all other remedies which may
be
available, shall be entitled to obtain equitable relief in the form of specific
performance, a temporary restraining order, a temporary or permanent injunction
or any other equitable remedy which may then be available.
6.12.
Confidentiality. The provisions of Section 6.1 of the Shareholders Agreement
shall apply to this Agreement, mutatis mutandis; provided that for the purposes
of this Agreement, "Confidential Information" shall include information
concerning this Agreement, the transactions contemplated hereby, the terms
and
conditions hereof and any discussions, correspondence or other communications
among the parties hereto or their respective Representatives relating to
this
Agreement or any of the transactions contemplated hereby.
6.13.
No
Reliance. Each Co-Investor acknowledges that it has been afforded an opportunity
to request and to review, and has received, all information considered by
it
necessary or advisable to make a decision to acquire ASAT Shares. Each
Co-Investor acknowledges that CAIP and AOF have not independently verified
any
oral or written information provided by them or any of their representatives,
agents or Affiliates to any Co-Investor regarding the transactions contemplated
by the Transaction Agreements (including any Co-Investor's investment in
Shares)
and agrees that (a) it has not relied on CAIP or AOF or any of their Affiliates,
employees, officers, directors, partners, advisors, counsel, representatives
or
agents in connection with its investigation of the ASAT Companies and its
investment in the Shares and (b) that in providing such information to
Co-Investors, such persons shall not be deemed to have made any representation
to any Co-Investor and shall not have any liability whatsoever in connection
with any Co-Investor's investment in ASAT Shares. CAIP and AOF hereby represent
and warrant that as of the date hereof, none of CAIP, AOF and their respective
Affiliates has entered into any agreements with QPL or its Affiliates relating
to or in connection with any of the ASAT Companies other than the Subscription
Agreement, Shareholder Agreement, the UK Creditor Agreements and agreements
referred to therein or contemplated thereby. Each Co-Investor acknowledges
and
agrees that neither CAIP nor AOF have any fiduciary, sponsor or other duty
to
any Co-Investor in any transaction now or hereafter contemplated by the
Transaction Agreements.
6.14
Several Obligations. All obligations, undertakings, representations, warranties
and agreements of the Investors herein are several and not joint. Nothing
in
this Agreement or in any document referred to in it shall constitute any
of the
parties a partner of any other, nor shall the execution, completion and
implementation of this Agreement confer on any party any power to bind or
impose
any obligations on any other party or to pledge the credit of any other
party.
6.15
Termination. This Agreement shall terminate upon the earliest of (a) termination
of the Subscription Agreement, (b) termination of the Shareholders Agreement,
and (c) the time when CAIP and AOF together own less than 20% of the then
outstanding Shares. Following an issue of Shares upon exercise of the Warrants
or issue of Shares to employees of any ASAT Company pursuant to an exercise
of
stock options granted to such employee, the 20% threshold above shall be
reduced
to reflect the dilutive effect or reduction of the numbers of Shares held
by
CAIP and AOF as a result of such event. The provisions of Section 2.2, Article
V
and this Article VI shall survive such termination.
9
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly
executed by their respective authorized officers as of the day and year
first
above written.
|
CHASE
ASIA INVESTMENT
PARTNERS
II (Y),
LLC
|
||
| |
By:
Chase Asia
Investment Partners, L.P.,
its
member
|
|
| By:
Chase Asia Equity Partners, L.P.,
its
general partner
|
||
|
By:
CCP Asia Equity Company,
a
managing general partner
|
||
| By: | /s/ Xxxxx Xxxx | |
| Name:
Xxxxx Xxxx
Title:
Managing Director
|
||
| ASIA OPPORTUNITY FUND, L.P. | ||
|
By:
Asia Opportunity Company, its general
partner
|
||
| By: /s/ Xxxxx Xxxx | ||
| Name:
Xxxxx Xxxx
Title:
Managing Director
|
||
|
ORCHID
HONG KONG
INVESTMENT
HOLDINGS
By:
Orchid Asia II, L.P., its sole member
By:
Orchid Asia Holdings, LLC, its general
partner
|
||
10
| By: /s/ Xxxxxxx Xx | ||
| Name:
Xxxxxxx Xx
Title:
Vice President
|
||
|
RESERVOIR-OLYMPUS
II, L.P.
By:
Olympus Capital Holdings Asia, L.L.C.,
its
general partner
By:
Olympus Capital Holdings Asia, its
managing
member
|
||
| By: /s/ Xxxxxxxxx X. Xxxx | ||
| Name:
Xxxxxxxxx X. Xxxx
Title:
Managing Director
|
||
| OLYMPUS
HOLDINGS, L.P.
By:
Olympus Management GP Corporation,
its
general partner
|
||
| By: | ||
| Name:
Title:
OLYMPUS
CAPITAL ASIA, L.P.
By:
Olympus Capital Holdings Asia, L.L.C.,
its
general partner
By:
Olympus Capital Holdings Asia, its
managing
member
|
||
| By: | ||
| Name:
Title:
|
||
11
|
OLYMPUS
CAPITAL ASIA OFFSHORE, L.P.
By:
Olympus Capital Holdings Asia, L.L.C.,
its
general partner
By:
Olympus Capital Holdings Asia, its
managing
member
|
||
| By: | ||
| Name:
Title:
OLYMPUS
KB, L.P.
By:
Olympus Capital Holdings Asia, L.L.C.,
its
general partner
By:
Olympus Capital Holdings Asia,
its
managing member
|
||
| By: /s/ Xxxxxxxxx X. Xxxx | ||
|
Name:
Xxxxxxxxx X. Xxxx
Title:
Managing Director
OLYMPUS
CAPITAL HOLDINGS ASIA I, L.P.
By:
Olympus Capital Holdings Asia, L.L.C.,
its
general partner
By:
Olympus Capital Holdings Asia,
its
managing member
|
||
| By: /s/ Xxxxxxxxx X. Xxxx | ||
| Name:
Xxxxxxxxx X. Xxxx
Title:
Managing Director
|
||
12
|
ZAM-OLYMPUS
CO-INVEST, L.L.C.
By:
Olympus Capital Holdings Asia, L.L.C.,
its
managing member
By:
Olympus Capital Holdings Asia,
its
managing member
|
||
| By: /s/ Xxxxxxxxx X. Xxxx | ||
| Name:
Xxxxxxxxx X. Xxxx
Title:
Managing Director
OLYMPUS-ASAT
I, L.L.C.
By:
Olympus Capital Holdings Asia, L.L.C.,
its
managing member
By:
Olympus Capital Holdings Asia,
its
managing member
|
||
| By: | ||
| Name:
Title:
OLYMPUS-ASAT
II, L.L.C.
By:
Olympus Capital Holdings Asia, L.L.C.,
its
managing member
By:
Olympus Capital Holdings Asia,
its
managing member
|
||
| By: | ||
| Name:
Title:
|
||
13
