Exhibit 3.10
Form 5
[LOGO APPEARS HERE]
COMPANIES ACT OF BARBADOS
(Section 33 and 203)
ARTICLES OF AMENDMENT
1. Name of Company
CHIPPAC (BARBADOS) LTD.
2. Company Number
16701
3. The articles of the above company are amended as follows:
The name of the Company is hereby changed from CHIPPAC (BARBADOS) LIMITED
to STATS CHIPPAC (BARBADOS) LTD. pursuant to Section 197 (1) (a) of the
Companies Act Cap. 308 of the Laws of Barbados.
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Date: Signature: Title:
30(th) July 2004 /s/ Trevor A. Carmichael Director
Trevor A. Carmichael
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Date: Signature: Title:
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Date: Signature: Title:
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[CHOP APPEARS HERE]
FOR MINISTRY USE ONLY
Company Number: 16701 Filed: 2004-08-10
[LOGO APPEARS HERE] FORM 1
COMPANIES ACT OF BARBADOS
(Section 5)
ARTICLES OF INCORPORATION
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Name of Company Company No: 16701
CHIPPAC (BARBADOS) LTD.
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2. The classes and any maximum number of shares that the Company is
authorized to issue
The Company is authorised to issue an unlimited number of common shares.
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3. Restriction if any on share transfers
No share in the capital of the Company shall be transferred without the
approval of the Directors of the Company or of a Committee of such
Directors, evidenced by resolution and the Directors may, in their Absolute
discretion and without assigning any reasons therefor, decline to register
any transfer of any share.
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4. Number (or minimum and maximum number) of Directors
There shall be a minimum of 1 and a maximum of 10 Directors.
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5. Restrictions if any on business the Company may carry on The Company shall
not engage in any business other than international business as defined in
the International Business Companies Act, 1991-24.
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6. Other provisions if any
None
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7. Incorporators Date March 15, 1999
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Names Address Signature
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Gail Marshall Kingsland Crescent, Christ /s/ Gail Marshall
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Church, Barbados
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For Ministry use only
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Company No. 16701 Filed 1999-03-15
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[LOGO APPEARS HERE]
FORM 6
COMPANY NO. 16701
COMPANIES ACT OF BARBADOS
CERTIFICATE OF AMENDMENT
STATS CHIPPAC (BARBADOS) LTD
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Name of Company
I hereby certify that the Articles of the above-mentioned company were amended
[ ] Under Section 15 of the Companies Act in accordance with the attached
notice;
[ ] Under Section 33 of the Companies Act as set out in the attached Articles
of Amendment designating a series of shares;
[v] Under Section 203 of the Companies Act as set out in the attached Articles
of Amendment/[Text been Deleted].
/s/ Registrar
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Registrar
August 10(th), 2004
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Date of Amendment
THE COMPANIES BARBADOS
/s/ Asst Registrar
ASST. REGISTRAR
AND AS SUCH A
NOTARY PUBLIC IN
THE COMPANIES ACT OF BARBADOS AND FOR BARBADOS.
BY-LAW NO. 1
A By-Law relating generally to the conduct of the affairs of:
CHIPPAC (BARBADOS) LTD.
BE IT ENACTED as the by-laws of CHIPPAC (BARBADOS) LTD., (hereinafter
called the "Company") as follows:
1. INTERPRETATION
1.1 In this By-Law and all other by-laws of the Company, unless the context
otherwise requires:
"Act" means the Companies Act, Cap. 308 of the laws of
Barbados as from time to time amended and every statute
substituted therefor; and in the case of such amendment
or substitution, any references in the by-laws of the
Company to provisions of the Act or to specific
provisions of the Act, shall be read as references to
the provisions as amended or substituted therefor in
the amendment or the new statute or statutes;
"Articles" means the Articles of Incorporation of the Company as
may be amended, restated or revived from time to time;
"By-Law" means this general By-Law No.1, as from time to time
amended and every general By-Law substituted therefor
as the same consolidates the all or any of the by-laws
of the Company from time to time in force;
"by-law" mean any by-law, or other rule or regulation with
regard to the administration of the affairs of the
Company having the force of a by-law in accordance with
the Act, from time to time in force;
"Regulations" means the Companies Regulations made under the Act, and
all regulations substituted therefor and, in the case
of such substitution, any references in the by-laws of
the Company to provisions of the Regulations shall be
read as references to the provisions substituted
therefor in the new regulations;
"Shareholders means a unanimous shareholder agreement in accordance
Agreement" with section 133 of the Act, between the Company and
each of the shareholders of the Company, and binding on
all the parties thereto.
THE COMPANIES BARBADOS
BY-LAW NO. 1
CHIPPAC (BARBADOS) LTD.
1.2 The word "person" includes individuals, companies, bodies corporate,
limited liability companies, societies with restricted liability, partnerships
(whether limited or general), firms, syndicates, joint ventures, trusts,
un-incorporated associations, governmental authorities and agencies, and any
legal entity or any other association of persons; and the word "individual"
means a natural person.
1.3 All terms contained in the by-laws and not specifically defined, shall
have the meanings given to such terms in the Act or the Regulations, as such
terms may be qualified, amended or substituted in the Articles or the
Shareholders Agreement. Terms defined elsewhere in this By-Law, unless otherwise
indicated, shall have such meaning in every by-law herein.
1.4 Unless the context clearly requires otherwise, the words "hereof"
"herein" and "hereunder" and words of similar import, when used in this By-Law,
shall refer to this By-Law as a whole and not to any particular by-law
provision; wherever the word "include" "includes" or "including" is used in any
by-law provision, it shall be deemed to be followed by the words "without
limitation" unless clearly indicated otherwise, or required by the Act, the
Regulations, the Articles or the Shareholders Agreement.
1.5 The singular includes the plural and the plural includes the singular;
and the masculine gender includes the feminine and neuter genders.
1.6 The division of this By-Law into sections, clauses, articles and
paragraphs, the provision of a table of contents and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation hereof.
2. REGISTERED OFFICE
2.1 The registered office of the Company shall be in Barbados at such address
as the directors may fix from time to time by resolution.
3. SEAL
3.1 COMMON SEAL: The common seal of the Company shall be such as the
directors may by resolution from time to time adopt.
3.2.1 OFFICIAL SEAL: The Company may have one or more official seals for use in
any country other than Barbados or for use in any district or place not situated
in Barbados. Each official seal must be a facsimile of the common seal of the
Company, with the addition on its face of every country, district or place where
that official seal is to be used.
3.2.2 The Company may by an instrument in writing under its common seal,
authorise any person (appointed by resolution of directors for that purpose) to
affix an official seal of the Company to any document to which the Company is a
party in the country, district or place where that official seal is designated
for use.
3.2.3 The person who affixes an official seal of the Company to any document
shall by writing under his hand, certify on that document the date on which, and
the place at which, the official seal is affixed.
4. DIRECTORS
4.1 NUMBER: There shall be a minimum of 1 and a maximum of 10 directors of
the Company.
4.2 ELECTION: Directors shall be elected by the shareholders on a show of
hands unless a poll is demanded in which case such election shall be by poll.
4.3 TENURE: Unless his tenure is sooner determined, a director shall hold
office from the date on which he is elected or appointed until the close of the
annual meeting of the shareholders next following but he shall be eligible for
re-election if qualified.
4.3.1 A director shall cease to be a director:
(a) if he becomes bankrupt or compounds with his creditors or is
declared insolvent;
(b) if he is found to be of unsound mind; or
(c) if by notice in writing to the Company he resigns his office and any
such resignation shall be effective at the time it is sent to the
Company or at the time specified in the notice, whichever is later.
4.3.2 The shareholders of the Company may, by ordinary resolution passed at a
special meeting of the shareholders, remove any director from office and a
vacancy created by the removal of a director may be filled at the meeting of the
shareholders at which the director is removed.
5. POWERS OF DIRECTORS
5.1 GENERAL: Subject to a Shareholders Agreement, the business and affairs of
the Company shall be managed by the directors.
5.2 BORROWING POWERS: The directors may from time to time:
(a) borrow money upon the credit of the Company;
(b) issue, reissue, sell or pledge debentures of the Company;
(c) subject to section 53 of the Act, give a guarantee on behalf of the
Company to secure performance of an obligation of any person; and
(d) mortgage, charge, pledge or otherwise create a security interest in
all or any property of the Company, owned or subsequently acquired,
to secure any obligation of the Company.
5.2.1 The directors may from time to time by resolution delegate to any officer
of the Company all or any of the powers conferred on the directors by by-law 5.2
hereof to the full extent thereof or such lesser extent as the directors may in
any such resolution provide.
5.2.2 The powers conferred by by-law 5.2 hereof shall be in supplement of and
not in substitution for any powers to borrow money for the purposes of the
Company possessed by its directors or officers independently of a borrowing
by-law.
5.3 COMMITTEE OF DIRECTORS: The directors may appoint from among their number
a committee of directors, subject to the Act, the Articles the Regulations and
by-law 5.4 hereof, to be vested with such powers, authorities and discretions as
the Board of Directors may from time to time determine.
5.4 DELEGATION OF POWERS: The directors may delegate to any director,
officer, or committee of directors, any of the powers of the directors except:
(a) the submission to the shareholders of any question or matter
requiring the approval of the shareholders;
(b) the filling a vacancy among the directors (except a vacancy
resulting from an increase in the number or minimum number of
directors, or from a failure to elect the minimum number of
directors required by the Articles);
(c) the filling of a vacancy among the directors or in the office of
auditor;
(d) the issue of shares;
(e) the declaration of a dividend;
(f) the purchase, redemption or other acquisition of shares issued by
the Company;
(g) the payment of a commission to any person in consideration for the
purchase or the agreement to purchase any shares of the Company;
(h) the approval of a management proxy circular;
(i) the approval of the financial statements of the Company; and
(j) the adoption, amendment or repeal of any by-laws of the Company.
6. MEETINGS OF DIRECTORS
6.1 PLACE OF MEETING: Meetings of the directors and of any committee of the
directors may be held within or outside Barbados, except in Canada.
6.2 NOTICE: A meeting of the directors may be convened at any time by any
director or the Secretary, when directed or authorised by any director.
6.2.1 Except for a meeting called for the transaction of the following
business:
(a) the submission to the shareholders of any question or matter
requiring the approval of the shareholders;
(b) the filling of a vacancy among the directors or in the office of
auditor;
(c) the issue of shares;
(d) the declaration of a dividend;
(e) the purchase, redemption or other acquisition of shares issued by
the Company;
(f) the payment of a commission to any person in consideration for the
purchase or the agreement to purchase any shares of the Company;
(g) the approval of a management proxy circular;
(h) the approval of the financial statements of the Company; and
(i) the adoption, amendment or repeal of any by-laws of the Company;
the notice of any such meeting need not specify the purpose of or the business
to be transacted at the meeting. Notice of any such meeting shall be served in
the manner specified in by-law 18.1 not less than two (2) days (exclusive of the
day on which the notice is delivered or sent but inclusive of the day for which
notice is given) before the meeting is to take place. A director may in any
manner waive notice of a meeting of the directors and attendance of a director
at a meeting of the directors shall constitute a waiver of notice of the meeting
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully called.
6.2.2 It shall not be necessary to give notice of a meeting of the directors to
a newly elected or appointed director for a meeting held immediately following
the election of directors by the shareholders or the appointment to fill a
vacancy among the directors.
6.3 QUORUM: A majority of directors shall form a quorum for the transaction
of business and, notwithstanding any vacancy among the directors, a quorum may
exercise all the powers of the directors. No business shall be transacted at a
meeting of directors unless a quorum is present.
6.4 A meeting of directors or of any committee of the directors may be held
by means of telephone or other communications facility that permits all persons
participating in the meeting to hear each other, and a director participating in
such a meeting by such means is deemed to be present at that meeting. A meeting
of directors or of any committee of the directors held by means of telephone or
other communications facility that permits all persons participating in the
meeting to hear each other, shall be deemed to be held at the place where the
chairman of the meeting is located.
6.5 VOTING: Questions arising at any meeting of the directors shall be
decided by a majority of votes. In case of an equality of votes the chairman of
the meeting, in addition to his original vote, shall have a second or casting
vote.
6.6 ALTERNATE DIRECTOR: In addition to the power vested in the shareholders
under section 66.1 of the Act, a director (not being an alternate director
appointed under section 66.1 of the Act), may by written notice to the Company
appoint any person to be his alternate to act in his place at meetings of the
directors at which he is not present or by the by-laws deemed not to be present.
A duly certified copy of the document whereby any such appointment is made shall
be filed with the Company before any such individual acts as alternate as
aforesaid. A director may at any time by written notice to the Company revoke
the appointment of an alternate appointed by him.
6.6.1 Except for an alternate who is a director of the Company, every
appointment of an alternate shall be confirmed by the meeting of the Board of
Directors for which he is appointed. Valid confirmation at the meeting of the
Board of Directors shall be given, provided that no director then present
records his objection to appointment of such person as an alternate. In the
event that any directors present at any meeting records his objection to the
appointment of a person appointed as the alternate of a director, the Chairman
of the meeting, shall adjourn the meeting for a period of not less than two (2)
days. The Secretary shall immediately thereupon give notice of the objection to
the director who appointed the alternate.
6.6.2 Every alternate appointed under by-law 6.6 shall be entitled to attend
and vote at meetings at which the person who appointed him is not present or
deemed to be present and, if he is a director, to have a separate vote on behalf
of the director he is representing in addition to his own vote.
6.7 CORPORATE REPRESENTATIVE: A person who is a director of the Company but
who is not an individual, shall by such procedure as may be appropriate for the
management of the business and affairs of such person appoint an individual to
act as such person's representative as a director of the Company with power to
exercise all of the powers of a director of the Company. The person appointing
any such individual shall remain fully liable as a director of the Company
notwithstanding any such appointment. A duly certified copy of the resolution or
document whereby any such appointment is made shall be filed with the Company
before any such individual acts as representative as aforesaid. Any person
appointing an individual under the provisions of this by-law may from time to
time revoke the appointment of any such individual and appoint another in his
place or stead.
6.8 RESOLUTION IN LIEU OF MEETING: Notwithstanding any of the foregoing
provisions of this by-law a resolution in writing signed by all the directors
entitled to vote on that resolution at a meeting of the directors or any
committee of the directors is valid as if passed at a meeting of the directors
or any committee of the directors.
7. REMUNERATION OF DIRECTORS
7.1 The remuneration to be paid to any of the directors shall be such as the
directors may from time to time determine and such remuneration may be in
addition to the salary paid to any officer or employee of the Company who is
also a director. The directors may also award special remuneration to any
director undertaking any special services on the Company's behalf other than the
duties ordinarily required of a director and the confirmation of any such
resolution or resolutions by the shareholders shall not be required. The
directors shall also be entitled to be paid their travelling and other expenses
properly incurred by them in connection with the affairs of the Company.
8. APPROVAL OF TRANSACTIONS BY SHAREHOLDERS
8.1.1 The directors in their discretion may submit any contract, act or
transaction for approval or ratification at any annual meeting of the
shareholders or at any special meeting of the shareholders called for the
purpose of considering the same.
8.1.2 Where a director votes in a resolution of directors approving, ratifying
or confirming any contract, act or transaction, in which that director is a
party, or a director or officer or has a material interest in any body which is
a party (an "Interested Director"), other than:
(a) an arrangement by way of security for money loaned to, or
obligations undertaken by the director for the benefit of the
Company or an affiliate of the Company;
(b) is a contract that relates primarily to his remuneration as a
director, officer, employee or agent of the Company or affiliate of
the Company;
(c) a contract for indemnity or insurance under sections 97 and 101 of
the Act;
(d) a contract with an affiliate of the Company;
the approval, confirmation or ratification of the directors must be approved by
special resolution of the shareholders, to whom notice of the nature and extent
of the director's interests in the contract must be declared and disclosed in
reasonable detail, in accordance with the Act.
8.1.3 Except for a contract, act or transaction referred to in section 8.1.1 of
the by-laws, any such contract, act or transaction that is approved or ratified
or confirmed by a resolution passed by a majority of the votes cast at any such
meeting (unless any different or additional requirement is imposed by the Act or
by the Company's articles or any other by-law) shall be as valid and as binding
upon the Company and upon all the shareholders as though it had been approved,
ratified or confirmed by every shareholder of the Company.
8.2 In accordance with the Act, but subject to any additional requirements
imposed by the Act or other applicable law and notwithstanding any contrary
provision in the Shareholders Agreement,
a special resolution of the shareholders of the Company shall be required to
cause or permit the Company to do any of the following actions:
(a) to amend the Articles;
(b) to amalgamate the Company;
(c) to enter into any merger or consolidation or any other manner of
reorganisation; and
(d) to sell, lease or exchange all or substantially all of the assets of
the Company, (other than in the ordinary course of business of the
Company).
9. LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
9.1 No director or officer of the Company shall be liable to the Company
for:-
(a) the acts, receipts, neglects or defaults of any other director or
officer or employee or for joining in any receipt or act for
conformity;
(b) any loss, damage or expense incurred by the Company through the
insufficiency or deficiency of title to any property acquired by the
Company or for or on behalf of the Company;
(c) the insufficiency or deficiency of any security in or upon which any
of the moneys of or belonging to the Company shall be placed out or
invested;
(d) any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person, including any person with whom any
moneys, securities or effects shall be lodged or deposited;
(e) any loss, conversion, misapplication or misappropriation of or any
damage resulting from any dealings with any moneys, securities or
other assets belonging to the Company; or
(f) any other loss, damage or misfortune whatever which may happen in
the execution of the duties of his respective office or trust or in
relation thereto;
unless the same happens by or through his failure to exercise the powers and to
discharge the duties of his office honestly and in good faith with a view to the
best interests of the Company and in connection therewith to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
9.2 Nothing herein contained shall relieve a director or officer from the
duty to act in accordance with the Act or Regulations or relieve him from
liability for a breach thereof.
9.2.1 The directors for the time being of the Company shall not be under any
duty or responsibility in respect of any contract, act or transaction whether or
not made, done or entered into in the name of or on behalf of the Company,
except such as are submitted to and authorised or approved by the directors.
9.2.2 If any director or officer of the Company is employed by or performs
services for the Company otherwise than as a director or officer or is a member
of a firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Company, the fact of his being a
shareholder, director or officer of the Company shall not disentitle such
director or officer or such firm or body corporate, as the case may be, from
receiving proper remuneration for such services.
10. INDEMNITIES TO DIRECTORS AND OFFICERS
10.1 Subject to section 97 of the Act, except in respect of an action by or on
behalf of the Company to obtain a judgement in its favour, the Company shall
indemnify a director or officer of the Company; a former director or officer of
the Company; a person who acts or acted at the Company's request as a director
or officer of a body corporate of which the Company is or was a shareholder or
creditor; and the personal representatives of each; against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgement, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of such company, provided that:
(a) he acted honestly and in good faith with a view to the best
interests of the Company; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
10.2 With the approval of the court, in respect of an action by or on behalf
of the Company to obtain a judgement in its favour, the Company shall indemnify
a director or officer of the Company; a former director or officer of the
Company; a person who acts or acted at the Company's request as a director or
officer of a body corporate of which the Company is or was a shareholder or
creditor; and the personal representatives of each; to which such person is made
a party by reason of being or having been a director of the Company or body
corporate, against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgement, reasonably incurred by him in respect
of any action or proceeding, provided that:
(a) he acted honestly and in good faith with a view to the best
interests of the Company; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
10.3 The Company shall indemnify a director or officer of the Company; a
former director or officer of the Company; a person who acts or acted at the
Company's request as a director or officer of a body corporate of which the
Company is or was a shareholder or creditor; and the personal representatives of
each; to which such person is made a party by reason of being or having been a
director of the Company or body corporate, against all costs, charges and
expenses, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of such company, provided that:
(a) he was substantially successful on the merits in his defence of the
action or proceeding;
(b) he acted honestly and in good faith with a view to the best
interests of the Company; and
(c) he is fairly and reasonably entitled to an indemnity.
10.4 The Company shall insure or obtain third-party insurance for the benefit
of a director or officer of the Company; a former director or officer of the
Company; a person who acts or acted at the Company's request as a director or
officer of a body corporate of which the Company is or was a shareholder or
creditor; and the personal representatives of each; against any liability
incurred by him in his capacity of a director or officer of the Company for
failure to exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances.
11. OFFICERS
11.1 APPOINTMENT: The directors shall as often as may be required appoint a
Secretary and, if deemed advisable, may as often as may be required designate
any other offices and appoint officers of the Company, who shall have such
authority and shall perform such duties as may from time to time be prescribed
by the directors. Two or more offices may be held by the same person.
11.2 REMUNERATION: The remuneration of all officers appointed by the directors
shall be determined from time to time by resolution of the directors. The fact
that any officer or employee is a director or shareholder of the Company shall
not disqualify him from receiving such remuneration as may be determined.
11.3 POWERS AND DUTIES: All officers shall sign such contracts, documents or
instruments in writing as require their respective signatures and shall
respectively have and perform all powers and duties incident to their respective
offices and such other powers and duties respectively as may from time to time
be assigned to them by the directors.
11.4 DELEGATION: In case of the absence or inability to act of any officer of
the Company, or for any other reason that the directors may deem sufficient the
directors may delegate all or any of the powers of such officer to any other
officer or to any director.
11.5 SECRETARY: The Secretary shall give or cause to be given notices for all
meetings of the directors, any committee of the directors and the shareholders
when directed to do so and shall have charge of the minute books and seal of the
Company and of the records (other than accounting records) referred to in
section 170 of the Act.
11.6 ASSISTANT SECRETARY: If appointed, an Assistant Secretary or, if more
than one, the Assistant Secretaries, shall respectively perform all the duties
of the Secretary, in the absence or inability or refusal to act of the
Secretary.
11.7 VACANCIES: If the office of any officer of the Company becomes vacant by
reason of death, resignation, disqualification or otherwise, the directors by
resolution shall, in the case of the Secretary, and may, in the case of any
other office, appoint a person to fill such vacancy.
12. SHAREHOLDERS' MEETINGS
12.1 ANNUAL MEETING: Subject to the provisions of section 105 of the Act, the
annual meeting of the shareholders shall be held on such day in each year and at
such time as the directors may by resolution determine at any place within
Barbados or, if all the shareholders entitled to vote at such meeting so agree,
outside Barbados, except in Canada.
12.1.1 For the purposes of by-law 12.1, a shareholder entitled to vote at the
annual meeting shall be deemed to agree to the convening of the annual meeting
of the Company outside of Barbados, at the place specified in the notice of such
annual meeting, unless such shareholder delivers prior to or at the annual
meeting its dissent to such meeting, or pursuant to the Act, attends the meeting
for the express purpose of objecting to the transaction of business at that
annual meeting on the grounds that such meeting is not lawfully held.
12.2 SPECIAL MEETINGS: Special meetings of the shareholders may be convened at
any date and time and at any place within Barbados or, if all the shareholders
entitled to vote at such meeting so agree, outside Barbados, except in Canada.
12.2.1 For the purposes of by-law 12.2, a shareholder entitled to vote at any
special meeting shall be deemed to agree to the convening of the special meeting
of the Company outside of Barbados, at the place specified in the notice of such
special meeting, unless such shareholder delivers prior to or at the annual
meeting its dissent to such meeting, or pursuant to the Act, attends the meeting
for the express purpose of objecting to the transaction of business at that
special meeting on the grounds that such meeting is not lawfully held.
12.3 REQUISITIONED MEETINGS: The directors shall, on the requisition of the
holders of not less than five percent of the issued shares of the Company that
carry a right to vote at the meeting requisitioned, forthwith convene a meeting
of shareholders, and in the case of such requisition the following provisions
shall have effect:-
(a) the requisition must state the purposes of the meeting and must be
signed by the requisitionists and deposited at the Registered
Office, and may consist of several documents in like form each
signed by one or more of the requisitionists;
(b) if the directors do not, within twenty-one (21) days from the date
of the requisition being so deposited, proceed to convene a meeting,
the requisitionists or any of them may themselves convene the
meeting, but any meeting so convened shall not be held after three
(3) months from the date of such deposit;
(c) unless section 129 (3) of the Act applies, the directors shall be
deemed not to have duly convened the meeting if they do not give
such notice as is required by the Act within fourteen (14) days from
the deposit of the requisition;
(d) any meeting convened under this by-law by the requisitionists shall
be called as nearly as possible in the manner in which meetings are
to be called pursuant to the by-laws and Divisions E and F of Part 1
of the Act; and
(e) a requisition by joint holders of shares must be signed by all such
holders.
12.4 NOTICE: A printed, written or typewritten notice stating the day, hour
and place of meeting shall be given by serving such notice on each shareholder
entitled to vote at such meeting, on each director and on the auditor of the
Company in the manner specified in by-law 18.1 hereof, not less than twenty-one
(21) days or more than fifty (50) days (in each case exclusive of the day for
which the notice is delivered or sent and of the day for which notice is given)
before the date of the meeting. Notice of a meeting at which special business is
to be transacted shall state (a) the nature of that business in sufficient
detail to permit the shareholder to form a reasoned judgement thereon, and (b)
the text of any special resolution to be submitted to the meeting.
12.5 WAIVER OF NOTICE: A shareholder and any other person entitled to attend a
meeting of shareholders may in any manner waive notice of a meeting of
shareholders and attendance of any such person at a meeting of shareholders
shall constitute a waiver of notice of the meeting except where such person
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.
12.6 OMISSION OF NOTICE: The accidental omission to give notice of any meeting
or any irregularity in the notice of any meeting or the non-receipt of any
notice by any shareholder, director or the auditor of the Company shall not
invalidate any resolution passed or any proceedings taken at any meeting of the
shareholders.
12.7 VOTES: Every question submitted to any meeting of shareholders shall be
decided in the first instance by a show of hands unless a person entitled to
vote at the meeting has demanded a poll.
12.7.1 At every meeting at which he is entitled to vote, every shareholder,
proxy holder or individual authorised to represent a shareholder who is present
in person shall have one vote on a show of hands. Upon a poll at which he is
entitled to vote, every shareholder, proxy holder or individual authorised to
represent a shareholder shall, subject to the articles, have one vote for every
share held by the shareholder.
12.7.2 At any meeting unless a poll is demanded, a declaration by the chairman
of the meeting that a resolution has been carried or carried unanimously or by a
particular majority or lost or not carried by a particular majority shall be
conclusive evidence of the fact.
12.7.3 When the Chairman, the President and the Vice-President are absent, the
persons who are present and entitled to vote shall choose another director as
chairman of the meeting; but if no director is present or all the directors
present decline to take the chair, the persons who are present and entitled to
vote shall choose one of their number to be chairman.
12.7.4 A poll, either before or after vote by a show of hands may, be demanded
by any person entitled to vote at the meeting. If at any meeting a poll is
demanded on the election of a chairman or on the question of adjournment it
shall be taken forthwith without adjournment. If at any meeting a poll is
demanded on any other question or as to the election of directors, the vote
shall be taken by poll in such manner and either at once, later in the meeting
or after adjournment as the chairman of the meeting directs. The result of a
poll shall be deemed to be the resolution of the meeting at which the poll was
demanded. A demand for a poll may be withdrawn.
12.7.5 If two (2) or more persons hold shares jointly, one of those holders
present at a meeting of shareholders may, in the absence of the other, vote the
shares; but if two (2) or more of those persons who are present, in person or by
proxy vote, they must vote as one on the shares jointly held by them.
12.8 CORPORATE REPRESENTATIVE: A body corporate or association which is a
shareholder of the Company, may be represented at any annual or special general
meeting of the Company, by an individual who in his capacity as a director or
officer of that body corporate or association is authorised under its governing
instruments to represent that body corporate or association or by an individual
authorised by a resolution of the directors or governing body of that body
corporate or association to represent it at meetings of shareholders of the
Company.
12.9 PROXIES: Votes at meetings of shareholders may be given either personally
(in the case of a body corporate or association by an individual described in
by-law 12.8) or by proxy.
12.9.1 A proxy shall be executed by the shareholder or his attorney authorised
in writing and is valid only at the meeting in respect of which it is given or
any adjournment thereof.
12.9.2 A person appointed by proxy need not be a shareholder.
12.9.3 Subject to the provisions of Part V of the Regulations, a proxy may be in
the following form:
The undersigned shareholder of CHIPPAC (BARBADOS) LTD.
hereby appoints
of
or failing him
of
as the nominee of the undersigned to attend and act for the undersigned
and on behalf of the undersigned at the meeting of the shareholders of
the said Company to be held on [_________] and at any adjournment or
adjournments thereof in the same manner, to the same extent and with the
same powers as if the undersigned were present at the said meeting or
such adjournment or adjournments thereof
DATED this day of 19 .
Signature of Shareholder
12.10 ADJOURNMENT: The chairman of any meeting may with the consent of the
meeting adjourn the same from time to time to a fixed time and place and no
notice of such adjournment need be given to the shareholders unless the meeting
is adjourned by one or more adjournments for an aggregate of thirty (30) days or
more in which case notice of the adjourned meeting shall be given as for an
original meeting. Any business that might have been brought before or dealt with
at the original meeting in accordance with the notice calling the same may be
brought before or dealt with at any adjourned meeting for which no notice is
required.
12.11 QUORUM: Subject to the Act, and except in the case of a Company having
only one shareholder a quorum for the transaction of business at any meeting of
the shareholders shall be two persons present in person, each being either a
shareholder entitled to vote thereat, or a duly appointed proxy holder or
representative of a shareholder so entitled. If a quorum is present at the
opening of any meeting of the shareholders, the shareholders present or
represented may proceed with the business of the meeting notwithstanding a
quorum is not present throughout the meeting. If a quorum is not present within
thirty (30) minutes of the time fixed for a meeting of shareholders, the persons
present and entitled to vote may adjourn the meeting to a fixed time and place
but may not transact any other business.
12.12 RESOLUTION IN LIEU OF MEETING: Notwithstanding any of the foregoing
provisions of this by-law a resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of the shareholders is, subject
to section 128 of the Act, as valid as if it had been passed at a meeting of the
shareholders.
13. SHARES
13.1 ALLOTMENT AND ISSUANCE: Subject to the Act, the Articles and the
Shareholders Agreement, shares in the capital of the Company may be allotted and
issued by resolution of the directors at such time and on such terms and
conditions and to such persons or class of persons as the directors determine.
13.2 CERTIFICATES: Share certificates and the form of share transfer shall
(subject to section 181 of the Act) be in such form as the directors may by
resolution approve, and such certificates shall be signed by any two officers or
directors of the Company.
13.2.1 The directors or any agent designated by the directors may in their or
his discretion direct the issuance of a new share certificate or other such
certificate in lieu thereof consequent upon the change of name of the registered
shareholder pursuant to an amendment to the corporate instruments of the
registered shareholder to effect a change of name; an amalgamation between the
registered shareholder and another legal entity; a transfer of shares by
operation of law; or any other change in the corporate instruments of the
registered shareholder.
13.2.2 The directors or any agent designated by the directors may in their or
his discretion direct the issuance of a new share certificate or other such
certificate in lieu of and upon cancellation of a certificate that has been
mutilated or in substitution for a certificate claimed to have been lost,
destroyed or wrongfully taken, on payment of such reasonable fee and on such
terms as to indemnity, reimbursement of expenses and evidence of loss and of
title as the directors may from time to time prescribe, whether generally or in
any particular case.
14. TRANSFER OF SHARES AND DEBENTURES
14.1 TRANSFER: The shares or debentures of a company may be transferred by a
written instrument of transfer signed by the transferor and naming the
transferee.
14.2 REGISTERS: Registers of shares and debentures issued by the Company shall
be kept at the registered office of the Company or at such other place in
Barbados as may from time to time be designated by resolution of the directors.
14.3 SURRENDER OF CERTIFICATES: Subject to section 179 of the Act, no transfer
of shares or debentures shall be registered unless or until the certificate
representing the shares or debentures to be transferred has been surrendered for
cancellation.
14.4 SHAREHOLDER IN DEFAULT TO THE COMPANY: If so provided in the Articles or
the Shareholders Agreement, the Company has a lien on a share registered in the
name of a shareholder or his personal representative for a debt of that
shareholder to the Company, or for any default in its obligation owing to the
Company under the Shareholders Agreement.
14.4.1 By way of enforcement of a lien under by-law 14.4, the directors may
refuse to permit the registration of a transfer of such share, and may exercise
any right to repurchase all of the shares of any defaulting shareholder. Until
completion of such repurchase in accordance with the Shareholders' Agreement
(and notwithstanding that any amounts due in respect of such repurchase remain
due and outstanding) the Company shall have the right to exercise all rights in
respect of the shares, (including without limitation the right to vote at any
annual or special general meeting of the Company and to receive all dividends
and distributions in respect thereof), and the defaulting shareholder shall have
only the rights accorded under the Shareholders Agreement.
15. DIVIDENDS
15.1 The directors may from time to time by resolution declare and the Company
may pay dividends out of realised profits of the Company, on the issued and
outstanding shares in the capital of the Company subject to the Articles and
provided that there are not reasonable ground for believing that:
(a) the Company is unable (or would after the payment) be unable to pay
its liabilities as they become due; and
(b) the realisable value of the Company's assets would thereby be less
than the aggregate of its liabilities and stated capital of all
classes.
15.1.1 In the event that several persons are registered as the joint holders of
any shares, any one of such persons may give effectual receipts for all
dividends and payments on account of dividends.
16. VOTING IN OTHER COMPANIES
16.1 All shares or debentures carrying voting rights in any other body
corporate that are held from time to time by the Company may be voted at any and
all meetings of shareholders, debenture holders (as the case may be) of such
other body corporate and in such manner and by such person or persons as the
directors of the Company shall from time to time determine. The officers of the
Company may for and on behalf of the Company from time to time:
(a) execute and deliver proxies; and
(b) arrange for the issuance of voting certificates or other evidence of
the right to vote;
in such names as they may determine without the necessity of a resolution or
other action by the directors.
17. INFORMATION AVAILABLE TO SHAREHOLDERS
17.1 Except as provided by the Act, no shareholder shall be entitled to any
information respecting any details or conduct of the Company's business which in
the opinion of the directors it would be in-expedient in the interests of the
Company to communicate to the public.
17.2 The directors may from time to time, subject to rights conferred by the
Act, determine whether and to what extent and at what time and place and under
what conditions or regulations the documents, books and registers and accounting
records of the Company or any of them shall be open to the inspection of
shareholders and no shareholder shall have any right to inspect any document or
book or register or accounting record of the Company except as conferred by
statute or authorised by the directors or by a resolution of the shareholders.
18. NOTICES
18.1 METHOD OF GIVING NOTICE: Any notice or other document required by the
Act, the Regulations, the Articles or the by-laws to be sent to any shareholder,
debenture holder, director or auditor may be delivered by hand or sent by air
courier, registered mail, facsimile, telecopier electronic mail or other
instantaneous electronic means to any such person at his latest address as shown
in the records of the Company or its transfer agent and to any such director at
his latest address as shown in the records of the Company or in the latest
notice filed under section 66 or 74 of the Act, and to the auditor at his
business address.
18.2 WAIVER OF NOTICE: Notice may be waived or the time for the notice may be
waived or abridged at any time with the consent in writing of the person
entitled thereto.
18.3 UNDELIVERED NOTICES: If a notice or document is sent to a shareholder or
debenture holder by prepaid mail in accordance with this by-law and the notice
or document is returned on three (3) consecutive occasions because the
shareholder or debenture holder cannot be found, it shall not be necessary to
send any further notices or documents to the shareholder or debenture holder
until he informs the Company in writing of his new address.
18.4 SHARES AND DEBENTURES JOINTLY REGISTERED: All notices or other documents
with respect to any shares or debentures registered in more than one name shall
be given to whichever of such persons is named first in the records of the
Company and any notice or other document so given shall be sufficient notice or
delivery to all the holders of such shares or debentures.
18.5 PERSONS ENTITLED BY OPERATION OF LAW: Subject to section 184 of the Act,
every person who by operation of law, transfer or by any other means whatsoever
becomes entitled to any share is bound by every notice or other document in
respect of such share that, previous to his name and address being entered in
the records of the Company is duly given to the person from whom he derives his
title to such share.
18.6 DECEASED SHAREHOLDERS: Subject to section 184 of the Act, any notice or
other document delivered or sent by air courier, registered mail, facsimile,
telecopier electronic mail or other instantaneous electronic means or left at
the address of any shareholder as the same appears in the records of the Company
shall, notwithstanding that such shareholder is deceased, and whether or not the
Company has notice of his death, be deemed to have been duly served in respect
of the shares held by him (whether held solely or with any other person) until
some other person is entered in his stead in the records of the Company as the
holder or one of the holders thereof and such service shall for all purposes be
deemed a sufficient service of such notice or document on his personal
representatives and on all persons, if any, interested with him in such shares.
18.7 SIGNATURE OF NOTICES: The signature of any director or officer of the
Company to any notice or document to be given by the Company may be written,
stamped, typewritten or printed or partly written, stamped, typewritten or
printed.
18.8 COMPUTATION OF TIME: Where a notice extending over a number of days or
other period is required under any provisions of the Articles or the by-laws the
day of sending the notice shall, unless it is otherwise provided, be counted in
such number of days or other period.
18.9 PROOF OF SERVICE: Where a notice required under by-law l8.l hereof is
delivered to the person to whom it is addressed in the manner prescribed in
by-law l8.l hereof, notice shall be deemed to be received:
(a) if delivered by hand, at the time of delivery;
(b) if delivered by registered mail, on the fifth day after such notice
is mailed, provided that if such day of deemed receipt is not a
business day (in the jurisdiction of the recipient), then notice
shall be deemed received at the commencement of business on the
business day immediately following the day of deemed receipt; and
(c) if delivered by facsimile, telecopier, electronic mail or other
instantaneous electronic means, at the time of transmission so
stated (if any), provided that in the absence of a statement of
transmission or if such time of deemed receipt is not a business day
(in the jurisdiction of the recipient), or within the hours during
which business is normally conducted by the recipient then notice
shall be deemed received at the commencement of business on the
business day immediately following the day of transmission.
18.9.1 A certificate of an officer of the Company in office at the time of the
making of the certificate or of any transfer agent of shares of any class of the
Company as to facts in relation to the delivery or sending of any notice shall
be conclusive evidence of those facts.
19. BANKING AUTHORISATIONS
19.1 DEPOSIT OF FUNDS: All funds of the Company shall be deposited in the name
of the Company with such bank, bankers or trust company or other duly licensed
financial institution or intermediary as may be designated from time to time by
the Board of Directors.
19.2 AUTHORISED WITHDRAWALS: Withdrawals from the accounts of the Company, and
all banking authorisations may be made by commercially recognised means,
including telephone instruction, electronic funds transfer, manual signature and
facsimile signature signed and/or countersigned by such persons and in the
manner, as may be authorised by the Board of Directors to sign and/or
countersign the same, provided that no person shall be authorised to sign and
countersign the same authorisation.
19.3 PAYMENTS: All cheques or drafts shall be made payable to the order of the
person entitled to receive the money, except that cheques for cash for office
expenses may be drawn to the order of any officer, or other person as may be
authorised by the Board of Directors.
20. EXECUTION OF INSTRUMENTS
20.1 In the absence of any resolution of the directors of the Company,
contracts, documents or instruments in writing requiring the signature of the
Company, including (subject to section 134 of the Act), all instruments that may
be necessary for the purpose of selling, assigning, transferring, exchanging,
converting or conveying any such shares, stocks, bonds, debentures, rights,
warrants or other securities, may be signed by:
(a) [Names of officer(s)];
(b) the chief executive officer of the Company, the Secretary or the
Assistant Secretary; or
(c) any two directors or officers of the Company.
All contracts, documents and instruments in writing so signed shall be binding
upon the Company without any further authorisation or formality.
20.2 The directors shall have power from time to time by resolution to appoint
any officers or persons on behalf of the Company either to sign certificates for
shares in the Company and contracts, documents and instruments in writing
generally or to sign specific contracts, documents or instruments in writing.
20.3.1 The common seal of the Company may be affixed to contracts, documents and
instruments in writing signed as aforesaid by any director, officer or other
person specified in by-law 20.1 hereof, or by any director, officer or other
person appointed by resolution under by-law 20.2 hereof.
20.3.2 An official seal which the Company may have, as it is authorised to do by
by-law 3.2 hereof, may be affixed to any document to which the Company is part
in the country, district or place where such official seal can be used by a
person appointed for that purpose by the Company by an instrument in writing
under the common seal and a person who affixes an official seal of the Company
to a document shall do so in accordance with section 25(6) of the Act.
21. SIGNATURES
21.1 The signature of any director or officer of the Company or any other
person on behalf of the Company (whether under the authority of by-law 20.1 or
appointed by resolution of the directors pursuant to by-law 20.2) may, if
specifically authorised by resolution of the directors, be printed, engraved,
lithographed or otherwise mechanically reproduced upon any certificate for
shares in the Company or contract, documents or instrument in writing, bond,
debenture or other security of the Company executed or issued by or on behalf of
the Company.
21.2 Any document or instrument in writing on which the signature of any such
officer or person is so reproduced shall be deemed to have been manually signed
by such officer or person whose signature is so reproduced and shall be as valid
to all intents and purposes as if such document or instrument in writing had
been signed manually and notwithstanding that the officer or person whose
signature is so reproduced has ceased to hold office at the date on which such
document or instrument in writing is delivered or issued.
22. FINANCIAL YEAR
22.1 The directors may from time to time by resolution establish the financial
year of the company.
23. CONSTRUCTION OF BY-LAWS
23.l These by-laws shall be the complete rules and regulations for the purpose
of regulating the business of the Company in accordance with the provisions of
the Act, the Regulations and the Shareholders Agreement.
23.2.1 These by-laws are subject to the Act, the Articles and the Shareholders
Agreement, and are to be read and construed to the fullest extent possible in a
manner consistent with the Act, the Articles and
the Shareholders Agreement; and to give effect to all duties, rights and
obligations prescribed in the Act, the Articles and the Shareholders Agreement.
23.2.2 Notwithstanding the foregoing, in the event that any provision herein is
inconsistent with, conflicts with or is at variance with the Act, the Articles
or the Shareholders Agreement, this document shall be deemed to be amended (and
shall be amended at the earliest opportunity by special resolution of the
shareholders), to the extent necessary to ensure conformity between these
by-laws and that inconsistent provision of the Act, the Articles and the
Shareholders Agreement.
24. AMENDMENT OF BY-LAWS
24.1 The following by-laws (the "Restricted Clauses") of this By-Law may be
amended, varied, modified repealed or replaced only by special resolution of the
shareholders.
24.2 Subject to by-law 24.1, this By-Law may be restated, repealed or amended,
and further by-laws may be enacted by resolution of the Board of Directors;
provided that such restatement, repeal or amendment of the By-Law, or the terms
of such further by-laws (the "Permitted Amendment") is submitted to the
shareholders of the Company for ratification and approval by ordinary resolution
at the next annual or special meeting of the Company.
24.2.1 Notwithstanding any omission or failure to give notice to the
shareholders in accordance with the provisions of by-law 12.4 hereof, the
shareholders entitled to vote at any annual or special meeting at which the
Permitted Amendment must be considered in accordance with by-law 24.2 hereof,
shall be deemed to have received notice that such meeting has been called to
consider (in addition to any other matters), the Permitted Amendment and its
ratification and approval (a) in sufficient detail to permit the shareholders to
form a reasoned judgement thereon, and (b) with the text of an approval and
ratification resolution.
24.3 Where the Permitted Amendment is confirmed or further amended by the
shareholders pursuant to by-law 24.2 hereof, the Permitted Amendment (in the
form in which it was confirmed or amended), shall be effective from the date of
the resolution of the directors approving and enacting the Permitted Amendment.
In the event that the Permitted Amendment is rejected by the shareholders,
pursuant to by-law 24.2 hereof, the Permitted Amendment shall be effective from
the date of the resolution of the directors approving and enacting the Permitted
Amendment until the date rejected by the shareholders.
24.4.1 The shareholders may defer consideration of the Permitted Amendment to an
adjourned or later annual or special general meeting of the Company, and in any
such event, the Permitted Amendment in the form approved by the directors, shall
continue in effect until the date of such adjourned or later annual or special
general meeting of the Company to which consideration of the Permitted Amendment
has been deferred, and the provisions of by-law 24.3 hereof apply to any
resolution of the shareholders adopted at any such adjourned or later annual or
special general meeting of the Company.
24.4.2 Except where the shareholders expressly reject a resolution calling for
the approval and ratification of the Permitted Amendment, or expressly declare
the non-applicability of by-law 24.4.1 hereof, any failure to adopt a resolution
approving and ratifying a Permitted Amendment
(with or without any modification or further amendment), shall be deemed as a
resolution to defer consideration of the Permitted Amendment to an adjourned or
later annual or special general meeting of the Company pursuant to by-law
24.4.1.
ENACTED this 13(th) day of APRIL 1999
CORPORATE
SEAL
[SIGNATURE APPEARS HERE]
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[CHOP APPEARS HERE]