Second Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (English Translation)

Alpha and Omega Semiconductor Limited (“AOS”), a company duly incorporated under the laws of Bermuda;

Alpha & Omega Semiconductor (Shanghai) Ltd. (“AOS SH”), a company duly incorporated in Shanghai, China under the laws of the People’s Republic of China (“China”);

Agape Package Manufacturing (Shanghai) Ltd. (“APM SH”), a company duly incorporated in Shanghai, China under the laws of China;

Chongqing Strategic Emerging Industry Equity Investment Fund Partnership (LP) (“Strategic Industry Fund”), a partnership duly organized in Chongqing under the laws of China; and

Chongqing Liangjiang New Area Strategic Emerging Industry Equity Investment Fund Partnership (LP) (“Liangjiang Strategic Fund”), a partnership duly organized in Chongqing under the laws of China.

The Parties have executed the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (“Joint Venture”) (“Joint Venture Contract”) and the Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (“Joint Venture”) (“Supplemental Agreement”); they also signed the Articles of Association of the Joint Venture (“Articles of Association”), which is now in effect, on March 13, 2018; and

In order to successfully establish the Joint Venture and put it to operation, the Parties intend to increase the investment in the Joint Venture upon consensus through negotiation.

The total investment in the Joint Venture will increase to USD 500 million.

The registered capital of the Joint Venture will increase to USD 355 million, and the additional contribution of USD 25 million will be subscribed by the following Party:

After the increases of the investment in the Joint Venture by the said Party, the registered capital of the Joint Venture will reach USD 355 million. The ownership structure and ratio of contributions will be as follows:

AOS shall pay the subscribed registered capital in the amount of USD 25 million to the account of the Joint Venture by August 20, 2018 after the Date of Effectiveness. Each Party shall be obligated to procure the directors of the Joint Venture appointed thereby to attend in person, or through a proxy authorized thereby, the board meeting to deliberate the capital increase plan hereunder, and to approve the plan at the meeting or sign related written resolution of the board meeting to approve the plan.

The Joint Venture shall amend the part of Articles of Association relating to the amount and ratio of capital contribution after this Agreement is executed.

This Agreement shall constitute an integral part of the Joint Venture Contract. Where there is any inconsistency between this Agreement and the Joint Venture Contract, this Agreement shall prevail; for matters not covered herein, relevant provisions of the Joint Venture Contract shall apply.

This Agreement shall become effective on the Date of Effectiveness after it is executed by the Parties.

This Agreement shall be executed in ten (10) counterparts, with each Party holding one (1) counterpart and the Joint Venture holding five (5) counterparts.