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- S-4 Registration of securities issued in business combination transactions
- 2.1 Business Transfer Agreement
- 2.2 First Amendment to Business Transfer Agreement
- 3.1 Certificate of Formation of Magnachip Semiconductor LLC
- 3.2 Certificate of Amendment to Certificate of Formation of Magnachip Semiconductor
- 3.3 Third Amended and Restated Limited Liability Company Operating Agreement
- 3.4 Articles of Incorporation of Magnachip Semiconductor S.a.
- 3.5 Certificate of Incorporation of Magnachip Semiconductor Finance Company
- 3.6 Bylaws of Magnachip Semiconductor Finance Company
- 3.7 Certificate of Formation for Magnachip Semiconductor Sa Holdings LLC
- 3.8 Limited Liability Company Agreement of Magnachip Semiconductor Sa Holdings LLC
- 3.9 Articles of Association of Magnachip Semiconductor B.V.
- 3.10 Certificate of Incorporation of Magnachip Semiconductor, Inc. (Usa)
- 3.11 Bylaws of Magnachip Semiconductor, Inc. (Usa)
- 3.12 Articles of Incorporation of Magnachip Semiconductor, LTD. (Korea)
- 3.13 Articles of Incorporation of Magnachip Semiconductor Inc. (Japan)
- 3.14 Memorandum of Association of Magnachip Semiconductor LTD. (Hong Kong)
- 3.15 Articles of Association of Magnachip Semiconductor LTD. (Hong Kong)
- 3.16 Memorandum of Association of Magnachip Semiconductor LTD. (United Kingdom)
- 3.17 Articles of Association of Magnachip Semiconductor LTD. (United Kingdom)
- 3.18 Articles of Incorporation of Magnachip Semiconductor LTD. (Taiwan)
- 3.19 Articles of Incorporation of Isron Corporation
- 3.20 Articles of Incorporation of Ic Media Corporation
- 3.21 Bylaws of Ic Media Corporation
- 3.22 Certificate of Amendment to Bylaws of Ic Media Corporation
- 3.23 Certificate of Amendment to Bylaws of Ic Media Corporation
- 3.24 Memorandum of Association of Ic Media International Corporation
- 3.25 Articles of Association of Ic Media International Corporation
- 3.26 Memorandum of Association of Ic Media Holding Company LTD.
- 3.27 Articles of Association of Ic Media Holding Company LTD.
- 3.28 Articles of Incorporation of Ic Media Techology Corporation
- 4.1 Indenture Dated As of December 23, 2004
- 4.4 Registration Rights Agreement Dated As of December 23, 2004
- 4.5 Indenture Dated As of December 23, 2004
- 4.7 Registration Rights Agreement Dated As of December 23, 2004
- 10.1 Purchase Agreement Dated As of December 23, 2004
- 10.2 Credit Agreement Dated As of December 23, 2004
- 10.3 First Amendment and Waiver to Credit Agreement
- 10.3 Second Amendment and Waiver to Credit Agreement
- 10.4 Intercreditor Agreement Dated As of December 23, 2004
- 10.5 Second Amended and Restated Securityholders' Agreement
- 10.6 Warrant Held by Hynix Semiconductor Inc.
- 10.7 Intellectual Property License Agreement Dated As of October 6, 2004
- 10.8 Trademark License Agreement Dated As of October 6, 2004
- 10.9 Building Lease Agreement for Warehouses Dated As of October 6, 2004
- 10.10 Building Lease Agreement for M4 Building Dated As of October 6, 2004
- 10.11 Building Lease Agreement for R, C1 and C2 Buildings Dated As of October 6, 2004
- 10.12 Land Lease and Easement Agreement Dated As of October 6, 2004
- 10.13 Wafer Foundry Service Agreement Dated As of October 6, 2004
- 10.14 Wafer Mask Production and Supply Agreement Dated As of October 6, 2004
- 10.15 General Service Supply Agreement Dated As of October 6, 2004
- 10.16 It & Fa Service Agreement Dated As of October 6, 2004
- 10.17 Service Agreement Dated As of October 6, 2004
- 10.18 Service Agreement Between Magnachip Semiconductor LTD. and Jerry Baker
- 10.19 Service Agreement Between Magnachip Semiconductor LTD. and Robert Krakauer
- 10.20 Service Agreement Between Magnachip Semiconductor LTD. and Victoria Miller Nam
- 10.21 Service Agreement Between Magnachip Semiconductor LTD. and Tae Young Hwang
- 10.22 Service Agreement Between Magnachip Semiconductor LTD. and Jason Hartlove
- 10.23 Service Agreement Between Magnachip Semiconductor LTD. and Dale Lindly
- 10.24 Magnachip LLC Equity Incentive Plan
- 10.25 Magnachip LLC California Equity Incentive Plan
- 10.26 R&D Equipment Utilization Agreement, Dated October 6, 2004-HYNIX and Magnachip
- 10.27 License Agreement(modularbcd) Dated Mar. 18, 2005-ADVANCED Analogic Technologies
- 10.28 License Agreement(trenchdmos) Dated Mar. 18, 2005-ADVANCED Analogic Technologies
- 10.29 Rfid Development and Licensing Agreement, Dated Mar 29, 2005-CELIS Semiconductor
- 10.30 Technology License Agreement, Dated July 2001 - Arm Limited
- 10.31 Technology License Agreement, Dated December 16, 1996-ADVANCED Risc Machines
- 10.32 ARM7201TDSP Device License Agreement, Dated Aug. 26, 1997-ADVANCED Risc Machines
- 10.33 Technology License Agreement, Dated August 22, 2001-ARM Limited
- 10.34 Technology License Agreement, Dated May 20, 2004-ARM Limited
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Magnachip Semiconductor LLC
- 23.1 Consent of Samil Pricewaterhousecoopers
- 25.1 Form T-1 6 7/8% Second Priority Senior Secured Notes Due 2011
- 25.2 Form T-1 8% Senior Subordinated Notes Due 2014
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Holders
- 99.4 Form of Letter to Brokers, Dealers and Other Nominees
- 99.5 Form of Letter to Clients
- 4 Oct 10 Registration of securities issued in business combination transactions (amended)
- 4 Aug 10 Registration of securities issued in business combination transactions
- 18 Jul 05 Registration of securities issued in business combination transactions (amended)
- 21 Jun 05 Registration of securities issued in business combination transactions
Exhibit 3.18
(Translation)
Articles of Incorporation of
MagnaChip Semiconductor Limited
ARTICLE I.
This Company, duly incorporated in accordance with the Company Law of the Republic of China, shall be named as MagnaChip Semiconductor Limited.
ARTICLE II.
The purpose for which this Company is organized is to engage in activity or business not in conflict with the laws and regulations of Taiwan.
ARTICLE III.
The main office of the Company shall be in Taipei, Taiwan. Upon necessity, branch office(s) may be established nationally and overseas.
ARTICLE IV.
The Company may act as a guarantor.
ARTICLE V.
All notifications of the Company shall be made pursuant to Article 28 of the Company Law.
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ARTICLE VI.
The Company’s authorized capital is in the amount of 5,000,000 New Taiwan Dollars.
ARTICLE VII.
The names of the shareholders of the Company, domicile or residence, and investment is as listed below:
Name | Domicile/Residence | Investment | ||
MagnaChip Semiconductor S.a r.l. | 10, Rue de Vianden, L-2680 Luxembourg | NTD 5,000,000 |
ARTICLE VIII.
The director without the approval of all the shareholders and the shareholder without the approval of the majority of shareholders shall not transfer its initial capital in whole or in part.
ARTICLE IX.
The Company shall have at least one but not more than three directors to execute the business operation and to represent the Company. When there are several directors one of them shall be designated to act as the chairman of directors and to represent the Company externally.
ARTICLE X.
The Company’s appointment, discharge, and remuneration of managerial personnel shall comport with Article 29 of the Company Law.
ARTICLE XI.
In accordance with the provisions of Article 110 of the Company Law, upon the close of each fiscal year, the directors shall prepare various reports and financial statements and shall send the same to each shareholder for their approval.
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ARTICLE XII.
The Company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However when the legal reserve amounts to the authorized capital, this shall not apply. The Corporation shall then set aside 0.00001% to 10% of the remaining sum for the Employee Bonus.
ARTICLE XIII.
The distribution of the Company’s earnings and losses shall be allocated to the shareholders in proportion to the amount of their respective investment.
ARTICLE XIV.
Matters not provided for in these Articles of Incorporation shall be dealt with in accordance with the Company Law and other relevant laws and regulations.
ARTICLE XV.
These Articles of Incorporation were formulated on 15th day of September, 2004, and became effective upon registration authorization of the competent authority.
MagnaChip Semiconductor Limited
Representative: Choi Jong Soo
Shareholder’s signature or stamp |
MagnaChip Semiconductor S.a r.l
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