I. Foreign Investment Overview

In order to expand operations, boost profits and strengthen the competitiveness of both enterprises through complementing each other based on respective advantages and capacity, Xiamen San’an Integrated Circuit Co., Ltd. (San’an Integrated Circuit) and Global Communication Semiconductors, LLC (GCS) decided to establish a joint venture which is tentatively named Xiamen San’an & GCS Integrated Circuit Co., Ltd. , with a registered capital of USD 4 million and the business term of 50 years from the date of its inception. 

II. Introduction to Investee

Founded in Torrance, California in 1997, and listed in Taipei Exchange (code: 4991), GCS is mainly engaged in OEM of GaAs-, InP- and GaN-based high RF and photoelectric components and compound semiconductor wafers; licensing of relevant intellectual property rights; research, development, manufacture and sales of advanced optoelectronic products; provision of comprehensive services, including product concepts, technology research and development, trial production and mass production of products, etc.

III. Investment Target Overview

In order to expand operations, boost profits and strengthen the competitiveness of both enterprises through complementing each other based on respective advantages and capacity, San’an Integrated Circuit and GCS decided to enter into a Joint Venture Contract to establish a joint venture. The business scopeof the joint venture mainly covers development and manufacture of mobile RF systems, filters, optical communication chips, power managers, optical fibersand new technologies, and sales of both self-produced products and products of other manufactures including mobile RF systems, filters, optical communication chips, power managers and optical fibers.

The Technology Licensing Agreementshould beentered into betweenSan’an Integrated Circuit and GCS and/or its appropriate affiliates with the joint venture under mutually agreed conditions. A license should be granted to the joint venture to use the technologies that are owned by San’an Integrated Circuit and GCS and its affiliates and relevant to the operation of the joint venture. A trademark and brand licensing agreement should be concluded between GCS and/or its appropriate affiliates with the joint venture under mutually agreed conditions to grant the joint venture the right to use trademarks of GCS and/or its appropriate affiliates andprint the label indicating its relationship with GCS on its products. The rights granted should be subject to the mutually agreed licensing agreement. Upon the establishment of the joint venture, San’an Integrated Circuit and GCS will fully cooperate to take full advantage of their resources and advantages, mutually promote the development of industries concerned and facilitate their joint development.

IV. Influence of Foreign Investment on the Listed Companies

The joint venture co-founded by San’an Integrated Circuit and GCS will help us rapidly improve the technology in RF communication and optical communication components and facilitate the construction ofpatent platforms. Meanwhile, thewider customer network and our existing services, technologies and capacity will complement each other to provide a strong support for us to develop domestic and overseas markets with integrated circuits, help to accelerate the development of integrated circuit business,expand business scope and scale, improve our profitability and strengthen our core competitiveness.