Exhibit 3.10
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DEED OF FOUNDATION
THE THIS DEED OF FOUNDATION INCLUDES ALL THE MODIFICATIONS UNTIL SIGNATURE OF
THIS DEED OF
FOUNDATION IN A UNIFIED STRUCTURE
1. Name and seat of the Founder
ChipPAC Operating Limited
Craigmuir Chambers
Road Town
Tortola,. BVI
2. Name and seat of the Company
2.1 Name of the Company
in Hungarian:
ChipPAC Likviditas Menedzsment Magyarorszag Korlatolt Felelossegu
Tarsasag
in English:
ChipPAC Liquidity Management Hungary Limited Liability Company
The abbreviated form of the Company's name will be:
in Hungarian: ChipPAC Kft.
in English: ChipPAC Ltd.
2.2 Seat of the Company:
9700 Szombathely
Varkonyi u. 15.
3. Range of activities of the Company
The Company is established to carry out the following business activities
(identified by the code numbers of the Standard Sector Classification
System of Activities):
5170 Other wholesale trading
7484 Service promoting other economic activities not included elsewhere
6522 Other credit granting
The scope of Other Credit Granting covers only non-bank credit granting,
which is restricted to liquidity management for controlled companies (Act
CXII of 1996, Schedule II, Section 3 on Credit Institutions and Financial
Enterprises--"CIFEA"--and which does not qualify as the granting of
monetary credit under Schedule 11, Section 10 of the CIFEA.) Therefore the
permit of the State Money and Capital Market Supervision is not required to
practice the above activities.
The Founder acknowledges the fact that the Company can only perform those
activities, which are subject to a relevant license or a registration
obligation, upon receipt of said license or following the registration. The
Managing Director will be responsible for obtaining the licenses and
registrations.
4. The share capital of the Company
4.1 The share capital of the Company is USD 115,000, that is one hundred
and fifteen thousand United States dollars, which is an entirely cash
contribution.
4.2 The Founder has fully paid the cash contribution of USD 15,000 that is
fifteen thousand United States dollars to the Company's bank account
kept at ABN AMRO Bank Rt in Budapest at the establishment of the
Company. The Founder undertakes to pay the cash contribution of USD
100,000 that is one hundred thousand United States dollars within 15
days of signature of this Deed of Foundation. The payment will be
accomplished in USD to the Company's bank account held at ABN AMRO
Bank Rt.
4.3 The business quota of the Founder is 100%.
4.4 The Founder is not obliged to provide any auxiliary services or
additional payment.
5. Duration of the Company, business year
5.1 The Company is established for an indefinite term.
5.2 The business year shall coincide with the calendar year.
6. Decisions of the Company
6.1 The Founder shall have the sole power of decision for all Company
matters listed under Section 2 of Paragraph 150 of Act No. CXLIV of
1997 on Business Associations.
6.2 The Managing Director is responsible for entering the resolutions of
the Founder into the Book of Resolutions.
7. The Managing Director
7.1 The first Managing Director of the Company is:
Name: Jozsef Veress
Address: 1031 Budapest
Anyos U. 8. 11/5
Mother's maiden name: Olga Damianovich
ID no.: AN 231197
7.2 The mandate of the Managing Director begins with the signature of this
Deed of Foundation and will last for one year. The Managing Director
may be re-elected and the mandate can be extended.
7.3 The Managing Director shall manage the Company in accordance with the
Resolutions of the Founder which are made pursuant to Section 6.1 of
this Deed. In all other aspects, the Managing Director shall be
responsible for managing matters of and for the Company.
8. The auditor of the Company:
8.1 The name and address of the auditor:
Name: PricewaterhouseCoopers Auditing and Business Consulting Ltd.
Seat: 1077 Budapest
WesselAnyl u. 16.
Registration no.: 01-09-063022
Auditor permit no.: 001464
8.2 The representative appointed as auditor:
Name: IstvanPuskas
Address: 1124 Budapest
Fodor u. 109/b/2.
Mother's maiden name: Eva Vecseri
Auditor permit no.: 0041 06
8.3 The mandate of the auditor lasts for five years from the date of
signing of this Deed of Foundation.
9. Procuration and representation
9.1 The proper signature of the Company will be carried out in such a way
that the Managing Director solely signs his name under the prescribed,
pre-printed or printed name of the Company.
9.2 The Managing Director shall solely represent the Company before third
parties, courts and other authorities. The Managing Director shall
exercise the employer's rights with respect to the company's
employees.
10. Termination of the Company
10.1 The Company terminates:
a) if it resolves its termination without a legal successor;
b) if it resolves its termination with legal succession (by
transformation);
c) upon being declared terminated by the court of registration;
d) upon the order of the court of registration on its cancellation
ex officio;
e) if terminated by the court of registration in liquidation
proceedings.
10.2 The Company ceases to exist upon its deletion from the Company
Register.
11. Closing provisions
11.1 The Founder hereby declares that he/she/it intends to pursue the
Company's activities as a "party acting abroad" as set forth in
Article 4(28) of Act No. LXXXI of 1996 on Corporate Tax and Dividend
Tax, as amended.
11.2 In all matters not, or not entirely governed by this Deed of
Foundation, the provisions of Act No. CXLIV on Business Associations
of 1997 and Act No. XXIV on Foreign Investments of 1988, as amended,
shall apply.
Date: August 5, 1999.
The Founder:
/s/ Paul Grocott
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Name of the Company: ChipPAC Operating Limited
Name of the representative: Paul Grocott
Countersigned: /s/ Dr. Horvath Dora