EXECUTION VERSION



                           NEW ASAT (FINANCE) LIMITED



                           9.25% Senior Notes due 2011



                          REGISTRATION RIGHTS AGREEMENT



                                                                January 26, 2004



Citigroup Global Markets Limited

As Representative of the Initial Purchasers

Citigroup Centre, Canada Square

Canry Wharf, London E14 51B

United Kingdom



Ladies and Gentlemen:



New ASAT (Finance) Limited, an exempt company with limited liability under the

Companies Law (2003 Revision) of the Cayman Islands (the "Issuer"), proposes to

issue and sell to certain purchasers (the "Initial Purchasers"), for whom you

(the "Representatives") are acting as representatives, its U.S.$150 million

principal amount of 9.25% Senior Notes Due 2011 (the "Securities"), upon the

terms set forth in the Purchase Agreement among the Issuer, ASAT Holdings

Limited, an exempt company with limited liability under the Companies Law (2003

Revision) of the Cayman Islands ("Holdings"), certain of Holdings' direct and

indirect subsidiaries set forth therein and the Representatives, dated as of

January 16, 2004 (the "Purchase Agreement") relating to the initial placement

(the "Initial Placement") of the Securities. Pursuant to the Indenture and

subject to the limitations set forth therein, each of Holdings' current and

future direct and indirect subsidiaries shall agree to guarantee the securities

(Holdings and each such direct or indirect subsidiary issuing a guarantee, the

"Guarantors.") The Issuer and the Guarantors are referred to herein collectively

as the "Obligors." To the extent there are no additional Initial Purchasers

other than you, the terms Representatives and Initial Purchasers shall mean

either the singular or plural as the context requires. To induce the Initial

Purchasers to enter into the Purchase Agreement and to satisfy a condition to

your obligations thereunder, the Obligors agree with you for your benefit and

the benefit of the holders from time to time of the Securities (including the

Initial Purchasers) (each a "Holder" and, collectively, the "Holders"), as

follows:



          1.   Definitions. Capitalized terms used herein without definition

shall have their respective meanings set forth in the Purchase Agreement. As

used in this Agreement, the following capitalized defined terms shall have the

following meanings:



          "Act" shall mean the Securities Act of 1933, as amended, and the rules

and regulations of the Commission promulgated thereunder.



<PAGE>



          "Affiliate" shall have the meaning specified in Rule 405 under the Act

and the terms "controlling" and "controlled" shall have meanings correlative

thereto.



          "Broker-Dealer" shall mean any broker or dealer registered as such

with the Commission under the Exchange Act.



          "Business Day" shall mean any day other than a Saturday, a Sunday or a

legal holiday or a day on which banking institutions or trust companies are

authorized or obligated by law to close in New York City or Hong Kong.



          "Closing Date" shall mean the date hereof.



          "Commission" shall mean the United States Securities and Exchange

Commission.



          "Deferral Period" shall have the meaning indicated in Section 4(k)(ii)

hereof.



          "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and the rules and regulations of the Commission promulgated thereunder.



          "Exchange Offer Registration Period" shall mean the 270-day period

following the consummation of the Registered Exchange Offer, exclusive of any

period during which any stop order shall be in effect suspending the

effectiveness of the Exchange Offer Registration Statement.



          "Exchange Offer Registration Statement" shall mean a registration

statement of the Obligors on an appropriate form under the Act with respect to

the Registered Exchange Offer, all amendments and supplements to such

registration statement, including post-effective amendments thereto, in each

case including the Prospectus contained therein, all exhibits thereto and all

material incorporated by reference therein.



          "Exchanging Dealer" shall mean any Holder (which may include any

Initial Purchaser) that is a Broker-Dealer and elects to exchange for New

Securities any Securities that it acquired for its own account as a result of

market-making activities or other trading activities (but not directly from the

Obligor or any Affiliate of any Obligor) for New Securities.



          "Final Memorandum" shall mean the offering memorandum, dated January

16, 2004 relating to the Securities, including any and all exhibits thereto and

any information incorporated by reference therein as of such date.



          "Holder" shall have the meaning set forth in the preamble hereto.



          "Indenture" shall mean the Indenture relating to the Securities, dated

as of the date hereof, among the Issuer, the Guarantors and The Bank of New

York, as trustee, as the same may be amended from time to time in accordance

with the terms thereof.



          "Initial Placement" shall have the meaning set forth in the preamble

hereto.



                                        2



<PAGE>



          "Initial Purchaser" shall have the meaning set forth in the preamble

hereto.



          "Losses" shall have the meaning set forth in Section 6(d) hereof.



          "Majority Holders" shall mean, on any date, Holders of a majority of

the aggregate principal amount of Transfer Restricted Notes registered under a

Registration Statement.

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