Amendment No. 1 to the First Amended and Restated Investors' Rights Agreement

This Amendment No. 1 (the “Amendment”) to the First Amended and Restated Investors’ Rights Agreement is made as of November 29, 2007 (the “Effective Date”), by and among BCD Semiconductor Manufacturing Limited, a Cayman Islands exempted limited liability company (the “Company”), members of the Company, including the holders of the Company’s Series A Preference Shares (the “Series A Holders”), the holders of the Company’s Series B Preference Shares (the “Series B Holders”) and the holders of the Company’s Series C Preference Shares (the “Series C Holders”) as set forth on Exhibit A hereto (the Series A Holders, Series B Holders and Series C Holders are collectively referred to as the “Holders” or “Investors”, and each individually referred to as a “Holder” or an “Investor”) and the Founders named herein. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Agreement.

A. WHEREAS, in connection with the Series C Preference Shares financing of the Company, the Company, Holders and Founders have entered into the First Amended and Restated Investors’ Rights Agreement dated September 29, 2005 (the “Agreement”);

B. WHEREAS, Section 6.2(a) of the Agreement provides that “with the written consent of the Company and the Holders holding more than a majority of the then outstanding Registrable Securities (not including the Founders Shares), the obligations of the Company and the rights of the Investors under this Agreement may be amended and any of its terms may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) and any amendments or waivers so approved shall be binding as to all parties, provided, however, that any amendment, waiver, discharge or termination of any provision under Sections 2.2 and 2.6 hereof which would materially and adversely affect the express rights of the holders of the Founders Shares in relation to the rights of holders of other Registrable Securities hereunder shall not be effective unless approved by the holders of a majority of the Founders Shares. Without limiting the foregoing and for the avoidance of doubt, it is expressly agreed that any such amendment or waiver affecting the express rights of holders of Founders Shares which eliminates, restricts or otherwise modifies piggyback registration rights equally for all holders of Registrable Securities shall not be deemed to require the separate consent of holders of a majority of the Founders Shares;” and

C. WHEREAS, in connection with the anticipated public offering of the Company’s Ordinary Shares, in the form of American Depositary Shares (the “IPO”), the Company, Holders and Founders wish to amend the Agreement to eliminate the piggyback registration rights applicable in the IPO, held by any holders of Registrable Securities.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the undersigned Holders and Founders hereby agree as follows:

1. Amendment to Section 2.6(a). Section 2.6(a) of the Agreement is hereby amended to read in its entirety as follows:

(a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, or (iii) a registration that is for the IPO of the Company in the relevant jurisdiction, it shall:

(i) give to each Holder written notice within ten (10) business days thereof; and

(ii)(subject to the limitations set forth in Section 2.6(b)(i) below), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within ten (10) business days after receipt of such written notice from the Company, by any Holder.

(a) Except as set forth above, the Agreement shall remain in full force and effect without change.

(b) This Amendment may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

(c) This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed within California, without regard to principles of conflicts of law.

(d) This Amendment and the Agreement, and the documents referred to herein and therein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the First Amended and Restated Investors’ Rights Agreement as of the date first written above.


COMPANY

BCD SEMICONDUCTOR MANUFACTURING LIMITED

By:
Name:		Tung-Yi Chan
Title:		Chief Executive Officer

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the First Amended and Restated Investors’ Rights Agreement as of the date first written above.

THE FOUNDERS

JOSEPH Y. LIU

CHIEH CHANG

HERBERT CHANG

FRED WONG

JIWEI SUN

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the First Amended and Restated Investors’ Rights Agreement as of the date first written above.


HOLDERS:

By:

Name:

Title: