EXHIBIT 3.7.(1)
DEED OF FOUNDATION
THIS DEED OF FOUNDATION INCLUDES ALL MODIFICATIONS MADE UP UNTIL THE
SIGNATURE OF THIS DEED OF FOUNDATION IN A UNIFIED STRUCTURE
1. NAME AND SEAT OF THE FOUNDER
ChipPAC International Company 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 '03).
The main activity of the Company is:
65.22'03 Other credit granting
The other activities of the Company are:
51.90'03 Other wholesale trading
71.34'03 Leasing of other machines not categorized elsewhere
74.87'03 Other economic activities not included elsewhere
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The scope of Other Credit Granting covers only non-bank credit granting,
which is restricted to independent management of the liquidity of the
companies under common control (Act CXII of 1996, Schedule 2., Section
III., Paragraph 4. on Credit Institutions and Financial Enterprises -
"CIFEA" - and which does not qualify as the granting of monetary credit
under Schedule 2., Section I., Paragraph 10., Point 4. f) of the CIFEA.
Therefore the permission of the Financial Institutions Supervisory
Authority 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 at the establishment of the
Company, and the cash contribution of USD 100,000, that is one hundred
thousand United States dollars at the first modification of the Deed
of Foundation. The payments were made to the Company's bank account
kept at ABN AMRO Bank Rt in Budapest.
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.
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7. MANAGING DIRECTORS
7.1 The Managing Directors of the Company are:
Name: Jozsef Veress
Address: 1031 Budapest
Anyos u. 8. II/5.
Mother's maiden name: Olga Demjanovich
ID no.: AN 231197
Name: Dr. Lajos Zelko
Address: 1033 Budapest
Harrer Pal u. 10. X/59.
Mother's maiden name: Gelencser Katalin
ID no.: AU-IV. 952233
Name: Michael G. Potter
Address: 47400 Kato Road,
Fremont, California 94538, USA
Mother's maiden name: Lydia Glodian
ID no.: VC 241116
7.2 The mandate of Dr. Jozsef Veress begun on March 17, 2001 and will last
for five years. The mandate of Michael G. Potter and Dr. Lajos Zelko
begun on March 16, 2005 and will last for five years. The Managing
Directors may be re-elected and their mandate can be extended.
7.3 The Managing Directors 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 Directors 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: EQUITY AUDIT Auditing and
Consulting Limited Liability Company
Seat: 1038 Budapest, Obor utca 2. I.em.3.
Registration no.: 01-09-714228
Auditor permit no.: 001565.
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8.2 The auditor personally liable for the audit appointed by EQUITY AUDIT
Auditing and Consulting Limited Liability Company:
Name: Zsolt Harmat
Address: 1038 Budapest, Obor utca 2. I.em.3.
Mother's maiden name: Ortner Ernesztina;
Auditor permit no.: 003391.
8.3 The term of appointment of the auditor begins with the signature of
this Deed of Foundation and will last for five years. The auditor may
be re-appointed, and its mandate can be extended.
9. PROCURATION AND REPRESENTATION
9.1 The proper signature of the Company will be carried out in such manner
that
a) Michael Potter shall jointly sign his name together with any
other Managing Director on behalf of the Company. The Managing
Directors will sign their names under the prescribed, pre-printed
or printed name of the Company; and
b) according to Section 9.3 of this Deed of Foundation, any employee
of the Company having proper authorization, shall be entitled
jointly to sign his/her name together with one of the Managing
Directors regarding a specific group of issues.
9.2 Two Managing Directors shall jointly represent the Company before
third parties, courts and other authorities in accordance with Section
9.1 of this Deed. Dr. Jozsef Veress shall exercise the employer's
rights with respect to the Company's employees.
9.3 The Managing Directors may, in accordance with the provisions of
Section 9.1 a) of the Deed of Foundation, assign their representation
and procuration rights to the Company's employees with regard to a
specific scope of matters. Such employees may represent the Company
with regard to matters described in their authorisation jointly with
any of the Managing Directors.
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;
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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: Budapest, March 16, 2005
For and on behalf of CHIPPAC INTERNATIONAL COMPANY LIMITED:
/s/ Dr. Daszkal Angela
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DR. DASZKAL ANGELA
Authorized Representative of the Member
This document is countersigned by:
/s/ Dr. Benyi E. Laszlo
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DR. BENYI E. LASZLO
Attorney at Law
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