Exhibit 3.11
(ARTICLES OF INCORPORATION LOGO)
STATS CHIPPAC KOREA LIMITED
STATS CHIPPAC KOREA LIMITED
ARTICLES OF INCORPORATION
CHAPTER I.
GENERAL PROVISIONS
ARTICLE 1. CORPORATE NAME
The name of the company shall be (KOREAN TEXT) which shall be written in
English as "STATS ChipPAC Korea Limited" (hereinafter referred to as the
"Company").
ARTICLE 2. OBJECTIVES
The objectives of the Company shall be to engage in the following business:
(1) Manufacture and sale of products relating to assembling and testing
the semiconductor elements;
(2) Manufacture and sale of equipments and appliances relating to
assembling and testing the semiconductor elements;
(3) Acquisition of works such as technology research and service on a
commission basis;
(4) Manufacture of machinery components;
(5) Renting a electronic and electrical machinery components and molds;
(6) Publication business;
(7) Foreign trade business;
(8) Assembly business;
(9) Sale and renting the real estate;
(10) Construction business; and
(11) Any and all business and investment incidental to any of the
foregoings.
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ARTICLE 3. LOCATION OF PRINCIPAL OFFICE
The Principal Office of this Company shall be located at San 136-1, Ami-Ri,
Bubal-Eup, Ichon-Shi, Kyunggi-Do, Korea and branches, sub-offices, or other
business offices will be established or closed elsewhere as required according
to resolutions passed at the meetings of Board of Directors.
CHAPTER II.
CAPITAL AND UNITS OF CONTRIBUTION
ARTICLE 4. CAPITAL
The total amount of the capital of the Company shall be Seven Hundred
Eighty Eight Billion Won (W78,800,000,000)..
ARTICLE 5. AMOUNT FOR ONE UNIT OF CONTRIBUTION
The amount for one unit of contribution shall be Five Thousand Won
(W5,000).
ARTICLE 6. NAME AND ADDRESS OF MEMBERS OF THE COMPANY; NUMBER OF UNITS
No. of Units of
Name Address Contribution
---- ------- ---------------
STATS ChipPAC (BVI) Limited. Craigmuir Chambers, Road Town 15,744,240 Units
Tortola. British Virgin Islands
STATS ChipPac (Barbados) Ltd. Chancery House, High Street, 15,760 Units
Barbados, West Indies
ARTICLE 7. RESTRICTIONS UPON DISPOSITION
A member of the Company may not dispose of the whole or any part of its
contribution unit to any person other than a member without the unanimous
written consent of all members.
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CHAPTER III.
GENERAL MEETING OF MEMBERS OF THE COMPANY
ARTICLE 8. TYPES AND TIMES OF GENERAL MEETINGS
8.1. The general meetings of members of the Company shall be ordinary or
extraordinary.
8.2. An ordinary general meeting of members shall be convened within three
(3) months after the end of each fiscal period. Extraordinary general meetings
of members may be convened from time to time as necessary.
ARTICLE 9. PLACE OF GENERAL MEETINGS
9.1. All ordinary and extraordinary general meetings of members of the
Company may be held at the Principal Office of this Company or at such other
place as may be determined by the Board of Directors, within or outside the
Republic of Korea.
9.2. The Representative Director shall have the right to convene a general
meeting of the members with one (1) day prior written notice thereof to all the
members of the Company.
ARTICLE 10. ADOPTION OF RESOLUTION
10.1. A quorum shall be the presence in person or by proxy of the holders
of more than fifty percent (50%) of the total Units of Contribution entitled to
vote. Except as otherwise required by applicable laws and these Articles of
Incorporation, all actions and resolutions of a general meeting of members shall
be adopted by the affirmative vote of a majority of the total number of voting
Units of Contribution then issued and outstanding at a duly constituted general
meeting of members.
10.2. In the event that all members give written consent to any matter that
is object of a resolution, it shall be deemed that the matter has been resolved
in writing, and such resolutions shall have the same effect as resolutions
adopted at general meetings of members.
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ARTICLE 11. RIGHT TO VOTE, VOTING BY PROXY
11.1. In all matters, each member of the Company shall have one vote for
each unit of contribution held by him.
11.2. A member may exercise his voting right by proxy by having another
person represent him. Any such representative must submit documentation
acceptable to the Company establishing his power of representation (Power of
Attorney).
ARTICLE 12. PRESIDING OFFICER OF GENERAL MEETING
The representative director of the Company shall preside at all general
meetings of members. In the event that the representative director fails to
serve as presiding officer over any general meeting of members for any reason,
one of the other Directors nominated by the Board of Directors shall take his
place.
ARTICLE 13. MINUTES
As to the substance of the course of the proceedings of the general
meetings and the results thereof, the minutes shall be prepared and the chairman
and all directors present at the meeting affix their seals or signatures
thereon.
CHAPTER IV.
DIRECTORS AND AUDITORS
ARTICLE 14. DIRECTORS, REPRESENTATIVE DIRECTOR AND STATUTORY AUDITOR
14.1. The Company shall have three (3) directors and one (1) statutory
auditors all of whom shall be elected at a general meeting of members.
14.2. The Company shall have a representative director who shall also be
elected at a general meeting of members. The representative director shall
represent the Company and manage the daily affairs of the Company.
14.3. The term of office of a director and a statutory auditor shall be one
(1) year. That term, however, shall be extend until the closing of the general
meeting
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of members convened first following the last fiscal period comprising the
incumbent's term of office.
14.4. Directors and statutory auditors shall be eligible for reelection
upon the expiration of their terms of office.
CHAPTER V.
ACCOUNTING
ARTICLE 15. COMPOSITION AND POWERS OF BOARD OF DIRECTORS
15.1. The Board of Directors of the Company shall consist of all the
Directors elected at a general meeting of members. Except as otherwise provided
in the Commercial Code of Korea and these Articles of Incorporation, the Board
of Directors shall decide by resolution all important matters relating to
management of the business of the Company and shall supervise the management of
the Company carried out by the representative director and the officers of the
Company.
15.2. The following matters, in particular, shall require approval of the
Board:
(a) Establishment, purchase, leasing and abolishment of business
offices and other places of business;
(b) Approval of forecasts, budgets and statements of accounts;
(c) Decision as to major expansion, retrenchment, suspension, and
dissolution of the Company and any of its businesses;
(d) Designation and appointment of bankers and outside accountants;
(e) Decisions as to the borrowing of funds;
(f) Decisions as to extending credit;
(g) Decisions as to purchase or disposition of assets of more than
One Billion Two Hundred Million Won (W1,200,000,000) in value or
One Billion Two Hundred Million Won (W1,200,000,000) in excess of
such purchases or dispositions already approved in the budget; or
its equivalent in another currency;
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(h) Decisions as to furnishing of security (collateral) other than in
the ordinary course of business;
(i) Subject concerning important litigation or arbitration;
(j) Formulation and adoption of plans for major changes in the
fundamental organization of the Company, including amendment of
the Articles of Incorporation of the Company to be submitted to a
general meeting of members;
(k) Approval of the Company's sales, marketing and research progress
and policies; and
(l) Determination of other important matters relating to the
administration of the affairs of the Company.
ARTICLE 16. MEETING OF DIRECTORS, NOTICE AND PLACE OF MEETINGS
16.1. Meetings of the Board of Directors shall be convened from time to
time by the representative director when he deems the same to be necessary or
advisable or promptly upon the request of any director in writing.
16.2. Written notice of each meeting of the Board of Directors, setting
forth the date, time, place and agenda of the meeting shall be given via
registered or certified mail to directors and the statutory auditor who are
residents of Korea and via cable, telefax, or telex, confirmed by registered or
certified airmail to all other Directors not resident in Korea, at least one (1)
day prior to the date set for such meeting.
16.3. At the meeting, directors may act only with respect to matters set
forth in said notice, unless all directors in office otherwise agree.
16.4 Irrespective of the foregoing Paragraph 16.2, meetings of the Board of
Directors may be held without conforming to such procedure set forth above
written consent thereto has been obtained, prior to the meeting, from all the
Directors in office.
16.5. The venue of all meetings of the Board of Directors shall be the
Registered Office of the Company or such other place, in or outside of Korea, as
shall be determined by the Board of Directors.
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16.6. The venue of all meetings of the Board of Directors shall be the
Registered Office of the Company or such other place, in or outside of Korea, as
shall be determined by the Board of Directors.
ARTICLE 17. PRESIDING OFFICER OF THE BOARD
The representative director shall preside over all meetings of the Board of
Directors. In the event the representative director is unable or unwilling to
preside over any meeting of the Board of Directors for any reasons, one of the
others nominated by the Board shall preside.
ARTICLE 18. ADOPTION OF RESOLUTIONS
18.1. All resolutions of the Board of Directors shall be adopted by
affirmative vote of the majority of directors in office. A director who is not
present at a meeting may vote in writing upon the matters for resolutions
submitted at a meeting of the Board.
18.2. In the event that all directors give written consent to any matter
which is the object of a resolution, it shall be deemed that the matter has been
resolved in writing, and such resolutions shall have the same effect as
resolutions adopted at meetings of the Board of Directors.
ARTICLE 19. MINUTES
Minutes of the meetings of the Board of Directors containing the substance
of course of the proceedings and the results thereof, shall be prepared. The
chairman of the meeting and all other directors present at the meeting shall
affix their seals or signatures thereon.
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CHAPTER VI.
ACCOUNTING
ARTICLE 20. FISCAL PERIOD
The fiscal period of the company shall be from the 1st of January to 31st
of December each year.
ARTICLE 22. ACCOUNTING SYSTEM
22.1. The accounting method employed by the company and financial
statements and reports issued by it shall be in accordance with the guidelines
agreed by the members provided, however, that such accounting method, financial
statements and reports shall be consistent with generally accepted accounting
principles and applicable Korean law. The Company shall further provide the
competent Korean authorities with any documentation required by the relevant
mandatory provisions of Korean laws.
22.2. The books and records of the Company shall be audited annually by an
independent and internationally reputable certified public accountant selected
by a resolution of the Board of Directors. Such certified public accountant
shall provide the Company and all members with copies of the financial report in
the English language in accordance with generally accepted accounting principles
of Korea and internationally accepted accounting practices within thirty (30)
days of the end of each year.
ARTICLE 23. PREPARING AND COMPILING FINANCIAL STATEMENTS
(1) The representative director shall cause to be prepared the following
documents with their supplementary data and submit them to the statutory auditor
not later than six (6) weeks prior to the date of the ordinary general meeting
of members after obtaining the approval of the Board of Directors:
(A) A Balance Sheet as of the end of the fiscal year;
(B) A Profit and Loss Statement for the previous fiscal year;
(C) Proposals for the appropriation of the retained earnings or deficits;
and
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(D) A business report for the previous fiscal year.
The statutory auditor shall submit the Audit Report to the directors within Four
(4) weeks from receipt of the aforesaid documents from the representative
director.
ARTICLE 23. DISPOSITION OF PROFIT
The Company shall dispose of the profit of each fiscal year (including the
retained earnings carried over from previous year) in the following order of
priority:
(A) Replenishment of any capital deficit carried over from prior years, if
any;
(B) Contributions to reserves required by law and such other reserves as
may be decided by the general meeting of members;
(C) Payment of dividends to members, and
(D) Retained earnings carried forward to next fiscal year.
ARTICLE 24. PAYMENT OF DIVIDENDS
Dividends shall be paid to the members of the Company who have been duly
entered in these Articles of Incorporation as of the end of each fiscal year in
proportion to their respective number of units of contribution.
ARTICLE 25. INSPECTION OF BOOKS OF ACCOUNTING
A member of the Company may at any time demand in writing together with a
stated reasons to inspect and make a copy of the books of accounting and/or any
other documents of the Company.
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CHAPTER VII.
OTHER MATTERS
ARTICLE 26. BY LAWS
The Company may by resolutions of the Board of Directors, establish and
enforce By-Laws necessary for carrying out its business.
ARTICLE 27. APPLICATION OF COMMERCIAL CODE, ETC.
Matters not specifically provided for herein shall be determined in
accordance with the resolutions of the general meetings of members and/or the
relevant provisions of the Commercial Code and other applicable laws.
ADDENDA
These Articles of Incorporation shall enter into effect from August 5th, 2005.