F-4

As filed with the Securities and Exchange Commission on March 22, 2005.

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

STATS ChipPAC Ltd.

(Exact name of registrant as specified in its charter)

Republic of Singapore	3825	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

10 Ang Mo Kio Street 65

#05-17/20 Techpoint

Singapore 569059

(65) 6824-7888

(Address, including ZIP code, and telephone number, including area code,

of registrant’s principal executive offices)

Company Secretary

STATS ChipPAC, Inc.

47400 Kato Road

Fremont, California 94538

(510) 979-8000

(Name, address, including ZIP code, and telephone number,

including area code, of agent for service)

Copies to:

Matthew D. Bersani, Esq.
Shearman & Sterling LLP
12/F Gloucester Tower
The Landmark
11 Pedder Street, Central
Hong Kong
(852) 2978-8000 Lucien Wong, Esq.
Tan Tze Gay, Esq.
Allen & Gledhill
One Marina Boulevard
#28-00
Singapore 018989
(65) 6890-7188 Eva H. Davis, Esq.
Kirkland & Ellis LLP
777 South Figueroa Street
Los Angeles, California 90017
(213) 680-8400

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this Registration Statement.

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933 (the (“Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price per	Aggregate Offering	Amount of
Securities to be Registered	Registered	Unit(1)	Price(1)	Registration Fee(1)
63/4% Senior Notes due 2011	$215,000,000	100%	$215,000,000	$25,305.50
Guarantees of 63/4% Senior Notes due 2011	None(2)	None(2)	None(2)	None(2)

(1)	Determined in accordance with Rule 457(f) under the Securities Act.
(2)	Pursuant to Rule 457(n) of the Securities Act, no separate registration fee is payable for the guarantees.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

				IRS
Exact Name of Registrant as	State or Other Jurisdiction	Primary Standard		Employer
Specified in its Charter or	of Incorporation or	Industrial Code		Identification
Organization Document	Organization	Number		Number
STATS Holdings Limited(1)	British Virgin Islands		3674		00-0000000
STATS ChipPAC, Inc.(2)	Delaware, United States		3674		77-0463048
STATS ChipPAC Test Services, Inc.(3)	Delaware, United States		3674		77-0584883
ChipPAC International Company Limited(4)	British Virgin Islands		3674		6605-73152
STATS ChipPAC (Barbados) Ltd.(5)	Barbados		3674		98-0209821
ChipPAC Luxembourg S.a.R.L.(6)	Luxembourg		3674		00-0000000
ChipPAC Liquidity Management Hungary Limited Liability Company(7)	Hungary		3674		98-0209814
STATS ChipPAC (BVI) Limited(8)	British Virgin Islands		3674		98-0209699
STATS ChipPAC Malaysia Sdn. Bhd.(9)	Malaysia		3674		00-0000000
STATS ChipPAC Korea Ltd.(10)	South Korea		3674		98-0209695

(1)	5 Yishun Street 23, Singapore 768442
(2)	47400 Kato Road Fremont, CA 94538
(3)	1768 McCandless Drive Milpitas, CA 95035
(4)	Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
(5)	Chancery House High Street Bridgetown, Barbados
(6)	rue Eugene Ruppert 5, L-2453, Luxembourg, R.C.S. Luxembourg B69 052
(7)	9700 Szombathely Varkonyi u. 15, Hungary
(8)	Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
(9)	73, Lorong Enggang, Ulu Kelang Free Trade Zone, 54200 Kuala Lumpur, Malaysia

(10)  San 136-1, Ami-Ri, Bubal-Eub, Icheon-Si, Kyoungki-Do, 467-701, Republic of Korea

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED MARCH 22, 2005

PROSPECTUS

$215,000,000

STATS ChipPAC Ltd.

Offer to Exchange

All outstanding 6³/4% Senior Notes due 2011

($215,000,000 aggregate principal amount)

for

6³/4% Senior Notes due 2011

($215,000,000 aggregate principal amount)

which have been registered under the Securities Act of 1933

       We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, which together constitute the exchange offer, to exchange $215,000,000 aggregate principal amount of our new 6³/4% Senior Notes due 2011, or the new notes, for $215,000,000 aggregate principal amount of our issued and outstanding 6³/4% Senior Notes due 2011, or the old notes, and collectively with the new notes, the notes.

      The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2005, unless extended.

      We intend to apply for permission for the listing and quotation of the new notes on Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the new notes or our company.

      See the section entitled “Risk Factors” beginning on page 19 for a discussion of factors that you should consider before tendering your old notes in the exchange offer.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offence.

The date of this prospectus is                     , 2005.

TABLE OF CONTENTS

	Page
Presentation and Certain Conventions		ii
Available Information		ii
Incorporation by Reference		iii
Enforcement of Civil Liabilities under United States Federal Securities Laws		iii
Forward-Looking Statements		iii
Industry and Market Data		iv
Summary		1
Risk Factors		19
Use of Proceeds		39
Capitalization		39
Exchange Rates		40
Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations		41
Selected Historical Consolidated Financial Data of STATS ChipPAC		47
Selected Historical Consolidated Financial Data of ChipPAC		49
Management’s Discussion and Analysis of Financial Condition and Results of Operations		51
Description of Certain Indebtedness		79
Description of New Notes		84
Taxation		128
Plan of Distribution		134
The Exchange Offer		135
Legal Matters		142
Experts		142
Change of Independent Registered Public Accounting Firms		142
Index to Financial Statements		F-1
Ex-3.2 Amended and Restated Certification of Incorporation and By laws of STATS ChipPAC, Inc.
Ex-3.3 Memorandum and Articles of Association of STATS Holdings Limited
Ex-3.4 Amended and Restated Certificate of Incorporation and By laws of STATS ChipPAC Test Services, Inc.
Ex-3.8 Memorandum and Articles of Association of STATS ChipPAC(BVI) Limited
Ex-3.9 Memorandum and Articles of Association of STATS ChipPAC Malaysia Sdn.Bhd.
Ex-3.10 Certificate and Articles of Incorporation and By law No.1 of STATS ChipPAC(Barbados) Ltd.
Ex-3.11 Articles of Incorporation of STATS ChipPAC Korea Limited
Ex-5.1 Opinion of Kirkland & Ellis LLP
Ex-5.2 Opinion of Allen & Gledhill
Ex-5.3 Opinion of Harney Westwood & Riegels
Ex-5.4 Opinion of Chancery Chambers
Ex-5.5 Opinion of Bonn Schmitt Steichen
Ex-5.6 Opinion of Dr. Benyi E. Laszlo Law Firm
Ex-5.7 Opinion of Azim, Tunku Farik & Wong
Ex-5.8 Opinion of Kim, Shin & Yu
Ex-12.1 Computation of Ratio of Earnings to Fixed Charges of STATS ChiPAC Ltd.
Ex-12.2 Computation of Ratio of Earnings to Fixed Charges of STATS ChipPAC, Inc.
Ex-23.1 Consent of PWC
Ex-23.2 Consent of KPMG
Ex-23.3 Consent of PWC
Ex-25.1 Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 of U.S.Bank National Association
Ex-99.1 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Ex-99.2 Form of Letter of Transmittal
Ex-99.3 Form of Letter to Clients
Ex-99.4 Form of Notice Guaranteed Delivery
Ex-99.5 Form of Exchange Agent Agreement between STATS ChipPAC Ltd. and U.S. Bank National Association, as exchange agent

      We have filed with the Securities and Exchange Commission (SEC) a registration statement on Form F-4 under the Securities Act of 1933 (Securities Act) relating to the exchange offer that incorporates important business and financial information about us that is not included in or delivered with this prospectus. This prospectus does not contain all of the information included in the registration statement. The information is available from us without charge to holders of the securities as specified below. If we have made references in this prospectus to any contracts, agreements or other documents and also filed any of those contracts, agreements or documents as exhibits to the registration statement, you should read the relevant exhibit for a more complete understanding of the document or matter involved.

      You should rely only upon the information provided in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as at any date other than the date of this prospectus.

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PRESENTATION AND CERTAIN CONVENTIONS

      References to “Singapore dollars” and “S$” in this prospectus mean Singapore dollars, the legal currency of the Republic of Singapore. References to “U.S. dollars,” “$” and “US$” mean United States dollars, the legal currency of the Unites States. References to “South Korean Won” and “KRW” mean Korean Republic Won, the legal currency of the Republic of Korea. References to “Chinese Renminbi” and “RMB” mean Chinese Renminbi, the legal currency of People’s Republic of China. References to “Malaysian Ringgit” and “MYR” mean Malaysian Ringgit, the legal currency of Malaysia. References to “New Taiwan dollars” and “NT$” mean New Taiwan dollars, the legal currency of Taiwan. References to “Japanese yen” or “¥” mean Japanese yen, the legal currency of Japan. The noon buying rate in The City of New York on December 31, 2004 was S$1.63 per $1.00 for cable transfers in Singapore dollars, KRW1,035.10 per $1.00 for cable transfers in Korean Republic Won, RMB8.28 per $1.00 for cable transfers in Chinese Renminbi, MYR3.80 per $1.00 for cable transfers in Malaysian Ringgit, NT$31.74 per $1.00 for cable transfers in New Taiwan dollars and ¥102.68 per $1.00 for cable transfers in Japanese yen, as certified for customs purposes by the Federal Reserve Bank of New York. For your convenience, unless otherwise indicated, certain amounts have been translated into U.S. dollar amounts, based on the relevant exchange rate on December 31, 2004.

      No representation is made that the Singapore dollar, U.S. dollar, Korean Republic Won, Chinese Renminbi, Malaysian Ringgit, New Taiwan dollar or Japanese yen amounts shown in this prospectus could have been or could be converted at such rate or at any other rate.

      In this prospectus, unless otherwise specified or the context requires, the terms “our Company,” “the combined company,” “STATS ChipPAC,” “we,” “our” and “us” refer to STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore, and its consolidated subsidiaries after the consummation of the merger described herein, the term “STATS” refers to ST Assembly Test Services Ltd, a Singapore company, and its consolidated subsidiaries prior to the consummation of the merger, and the term “ChipPAC” refers to ChipPAC, Inc., a Delaware corporation, and its consolidated subsidiaries prior to the consummation of the merger and ChipPAC, Inc. as a wholly-owned subsidiary of ours after the consummation of the merger. On January 20, 2005, STATS ChipPAC, Inc. (formerly known as ST Assembly Test Services, Inc.) was merged into ChipPAC, Inc. The entity surviving the merger was renamed STATS ChipPAC, Inc. References to “our new notes” or “the new notes” are to the 6³/4% senior notes due 2011 offered in this offering. References to “STATS” for the periods subsequent to the merger mean the combined company.

AVAILABLE INFORMATION

      We are subject to the information requirements applicable to foreign private issuers under the U.S. Securities Exchange Act of 1934, as amended (Exchange Act). In accordance with the Exchange Act, we file reports and other information with the SEC. We are required under the Exchange Act to file annual reports on Form 20-F and submit reports on Form 6-K and other information with the SEC. These reports and other information can be inspected and copied at prescribed rates at the public reference facilities of the SEC located at 450 Fifth Street, N.W., Washington, DC 20549 and at the SEC’s regional office at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

      The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. We have made all our SEC filings using the EDGAR system.

      As a foreign private issuer, we are exempt from the rules under the Exchange Act governing the furnishing and content of proxy statements, and our directors, senior management and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

ii

INCORPORATION BY REFERENCE

      We may “incorporate by reference” certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference any future reports on Form 6-K that we may furnish the SEC and specifically state that the information therein is to be considered “filed” under the Exchange Act until the expiration or termination of this exchange offer. Our Annual Report on Form 20-F for the fiscal year ended December 31, 2004 is incorporated by reference into this prospectus. You may request a copy of this filing at no cost, by writing or telephoning us at the following address:

STATS ChipPAC Ltd.

10 Ang Mo Kio Street 65

#05-17/20 Techpoint

Singapore 569059

(65) 6824-7705

ENFORCEMENT OF CIVIL LIABILITIES UNDER

UNITED STATES FEDERAL SECURITIES LAWS

      We are a public limited company organized under the laws of the Republic of Singapore. Several of our directors and officers and experts named in this prospectus are non-residents of the United States, and these persons and a significant portion of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon these persons or to enforce, in courts outside the United States, judgments against such persons obtained in the United States courts or predicated upon the civil liability provisions of the laws of the United States, including the federal securities laws. Furthermore, since a substantial portion of our assets are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States. We have been advised that judgments of U.S. courts based on the civil liability provisions of the federal securities laws of the United States are not enforceable in Singapore courts. We have also been advised that there is doubt as to whether Singapore courts will enter judgments in original actions brought in Singapore courts based solely upon the civil liabilities provisions of the U.S. securities laws.

FORWARD-LOOKING STATEMENTS

      This prospectus, including the information incorporated by reference, contains forward-looking statements within the meaning of the U.S. securities laws. You should not rely on any of these forward-looking statements. These forward-looking statements relate to the financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies or synergies, budgets, capital and other expenditures, competitive positions, growth opportunities for existing products, benefits from new technology, plans or objectives of management, the outcome of litigation, the impact of regulatory initiatives, markets for our securities and other matters relating to STATS ChipPAC. This prospectus also contains forward-looking statements attributed to third parties relating to their estimates regarding the growth of certain markets. Words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements.

      These forward-looking statements, wherever they occur in this prospectus, including the information incorporated by reference, are estimates reflecting the best judgment of our senior management. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this prospectus. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include the following:

•  general business and economic conditions and the state of the semiconductor industry;

•  the impact of our merger with ChipPAC, including our ability to integrate and obtain the anticipated results and synergies from our merger with ChipPAC;

iii

•  demand for end-use application products such as communications equipment and personal computers;

•  reliance on a small group of principal customers;

•  decisions by customers to discontinue outsourcing of packaging and test services;

•  changes in customer order patterns;

•  rescheduling or canceling of customer orders;

•  changes in product mix;

•  capacity utilization;

•  level of competition;

•  pricing pressures, including declines in average selling prices;

•  continued success in technological innovations;

•  ability to develop and protect our intellectual property;

•  delays in acquiring or installing new equipment;

•  shortages in supply of key components;

•  availability of financing on acceptable terms or at all;

•  exchange rate fluctuations;

•  litigation; and

•  other factors described under “Risk Factors.”

      You are cautioned not to place undue reliance on such statements, which speak only as of the date of this prospectus or the date of any document incorporated by reference.

      These forward-looking statements apply only as of the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, any of the events anticipated in these forward-looking statements might not occur.

      If you are a broker-dealer that receives new notes for your own account pursuant to this exchange offer, you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. You may use this prospectus, as we may amend or supplement it in the future, for your resales of new notes received in exchange for old notes where the old notes were acquired by you as a result of market-making or other trading activities. We and the guarantors have agreed to make this prospectus available to any broker-dealer in connection with any such resale for a period of 180 days from the consummation deadline of the exchange offer (that is, the 30th business day after the effectiveness of the registration statement of which this prospectus is a part). For more information, see the section called “Plan of Distribution” in this prospectus.

INDUSTRY AND MARKET DATA

      This prospectus includes information regarding the semiconductor industry, semiconductor packaging and test services industry and various markets in which we compete. Where possible, this information is derived from third party sources that we believe are reliable. Certain information is also based on estimates made by our management, based on their industry and market knowledge, which we believe to be reasonable. However, this data is subject to change and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. As a result, you should be aware that market share, ranking, retention, turnover and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable. We do not have any obligation to announce or otherwise make publicly available updates or revisions to these forecasts.

iv

SUMMARY

      The following summary highlights selected information about us and the offering. This summary is not complete and may not contain all of the information that is important to you. You should read this prospectus in its entirety and the documents we incorporate by reference before making an investment decision.

Our Company

      On August 5, 2004, ST Assembly Test Services Ltd (STATS) completed its merger (the merger) with ChipPAC, Inc. (ChipPAC), which resulted in ChipPAC becoming a wholly-owned subsidiary of STATS. In connection with the merger, STATS changed its name to STATS ChipPAC Ltd. (STATS ChipPAC).

      We are a leading service provider of semiconductor packaging design, assembly, test and distribution solutions. We have the scale to provide a comprehensive range of semiconductor packaging and test solutions to a diversified global customer base servicing the computing, communications, consumer, automotive and industrial markets. Our services include:

•  Packaging services: for leaded, power and array packages designed to provide customers with a broad range of packaging solutions and full backend turnkey services for a wide variety of electronics applications. As part of customer support on packaging services, we also offer package design, electrical and thermal simulation, measurement and design of lead-frames and substrates;

•  Test services: including wafer probe and final testing, on a diverse selection of test platforms, covering the major test platforms in the industry. We have expertise in testing a broad variety of semiconductors, especially mixed-signal and high-performance digital devices. We also offer test-related services such as burn-in process support, reliability testing, thermal and electrical characterization, dry pack and tape and reel; and

•  Pre-production and post-production services: such as package development, test software and related hardware development, warehousing and drop shipment services.

      Pro forma for the merger, in the year ended December 31, 2004, 68.2% of our net revenues were derived from packaging services and 31.8% of our net revenues were derived from test and other services. We provide these packaging and test services to vertically integrated semiconductor device manufacturers (IDMs), semiconductor companies that do not have their own manufacturing facilities (fabless companies), and independent semiconductor wafer foundries (foundries). Pro forma for the merger, we had net revenues of $1,084,165 for the year ended December 31, 2004.

      We have a leadership position in providing advanced packages, such as stacked die, system-in-package (SiP) and flip-chip, as well as ball grid array packages (BGA) and chip scale packages (CSP). We are a leader in high-volume assembly, test and distribution of discrete and analog power packages.

      We are also a leader in testing mixed-signal semiconductors or semiconductors combining the use of analog and digital circuits in a chip. Mixed-signal semiconductors are used extensively in fast-growing communications applications. We have strong expertise in testing a wide range of high-performance digital devices.

      We have been successful in attracting new customers with our packaging and test capabilities and then expanding our relationship with such customers to provide full turnkey solutions tailored to their needs. Our merger with ChipPAC, which significantly broadened our capabilities in both packaging and test services, enabled us to take advantage of the customer bases of the formerly separate businesses in order to promote and sell the products and services to an enlarged customer base of the combined company.

      We are headquartered in Singapore and our manufacturing facilities are strategically located in Singapore, South Korea, China, Malaysia and Taiwan (through our 54.5% owned subsidiary, Winstek Semiconductor Corporation (Winstek)). We also have test pre-production facilities in the United States. We market our services through our direct sales force located across the globe in Singapore, South Korea, China, Malaysia, Taiwan, the United States, the United Kingdom, the Netherlands and Japan. With an established presence in the countries

1

where strategic semiconductor markets are located, we are in close proximity to the major hubs of wafer fabrication which allows us to provide customers with fully-integrated, multi-site, end-to-end packaging and test services.

Industry Overview

      Semiconductors are critical components used in an increasingly wide variety of applications such as computer systems, communications equipment and systems, automobiles, consumer products and industrial automation and control systems. As performance has increased and size and cost have decreased, the use of semiconductors in these applications has grown significantly.

      Outsourcing of semiconductor assembly and test services (SATS) to independent service providers such as STATS ChipPAC continues to expand due to several factors, including time-to-market pressures, cost reduction, resource allocation, equipment utilization, increased technological complexity of packaging and the growth of fabless semiconductor manufacturers.

      Beginning in the fourth quarter of the calendar year 2000, the industry experienced a downturn which continued through 2001 and 2002. This downturn had a significant adverse impact on our sales and financial performance, as customers reduced purchase orders to reflect inventory corrections and lower demand experienced in their end-user markets. The semiconductor industry started a modest recovery in late 2002 and continued its recovery momentum throughout 2003 and the first half of 2004. In late 2004, however, we experienced a softening of our business as our customers corrected their excess inventory positions. Industry outlook for 2005 published by recognized industry research analysts and associations are highly mixed, with some projecting growth rates of up to 5% and others projecting declines of up to 5%.

Strengths and Strategy

      Our goal is to strengthen our position as a leading global provider of a full range of semiconductor packaging and test services. The key elements of our strengths and strategy include the following:

      Leverage our broad portfolio of packaging and test services to provide full turnkey solutions. We offer one of the broadest portfolios of comprehensive end-to-end packaging and test services in the semiconductor industry. Increasingly, our customers are looking for supply chain semiconductor manufacturing solutions from value-added design to packaging, test and delivery to their designated locations. We intend to leverage our strong packaging and test capabilities to provide a full turnkey solution consisting of integrated packaging, testing and direct shipment to end customers. We believe that the scale and scope of our technical capabilities and global reach will enable us to provide our customers with seamless cost-effective solutions that will simplify their supply chain management.

      Leverage our established presence in the major hubs of wafer fabrication. We have manufacturing facilities located in Singapore, South Korea, China, Malaysia and Taiwan and test pre-production facilities in the United States. We intend to leverage our strategic proximity to these major hubs of wafer fabrication to provide customers with fully-integrated, multi-site, end-to-end packaging and test services.

      Capitalize on our research and development capabilities to drive accelerated growth. We have over 220 employees in our research and development department which focuses on developing advanced technologies to meet our customers’ needs. We believe this will enable us to capture potential opportunities and accelerate our growth.

      Continue to cultivate our strong customer relationships. We have a broad and diversified customer base that includes most of the world’s leading semiconductor companies across the fast-growing communications, computing and power markets. No single customer accounted for more than 25% of our net revenues for 2004. We work closely with our customers, integrating our systems with our customers’ manufacturing, planning and scheduling processes to act as their virtual manufacturing arm. We seek to strengthen these relationships and build new relationships by providing our customers with an integrated supply chain solution.

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      Continue to focus on high-quality customer service. Our customers demand increasingly high levels of service. Our close interactions with our customers enable us to better anticipate and meet their requirements on a timely basis. We focus on developing and delivering to our customers semiconductor designs that are developed, packaged, tested and delivered on time and as specified to any of their global locations. Our flexible manufacturing model allows us to better address periodic, product-specific capacity constraints that are more likely to negatively affect smaller players. We have implemented information technology platforms to enable the seamless integration of our customers’ systems into ours, to enable them to obtain real-time information on their works in progress and thereby facilitate their production planning processes. We believe that offering high-quality customer service is critical to attracting and retaining leading semiconductor companies as our customers. We intend to continue to foster a service-oriented and customer-focused environment.

      Leverage our financial position. Our financial strength provides us with robust financial resources and flexibility to invest in customers’ anticipated needs and withstand the downturns of industry cycles. We intend to leverage our financial position to continue to make prudent investments in research and development efforts even through downturns in the semiconductor industry and be better positioned to take advantage of potential opportunities right at the start of an upturn cycle.

The Merger

      On February 10, 2004, STATS signed a definitive agreement for the merger of a wholly-owned subsidiary of STATS with and into ChipPAC in a stock-for-stock transaction. On August 5, 2004, STATS and ChipPAC consummated the merger and ChipPAC became a wholly-owned subsidiary of STATS. In the merger, former ChipPAC stockholders received 0.87 American Depositary Share of STATS (ADS) for each share of ChipPAC Class A common stock, par value $0.01 per share (ChipPAC Class A common stock), owned by such stockholder. Upon consummation of the merger, STATS’ and ChipPAC’s former shareholders owned approximately 56% and 44%, respectively, of our total shares outstanding.

The Tender Offer and Redemption

      On September 3, 2004, our indirect wholly-owned subsidiary, ChipPAC International Company Limited (ChipPAC International), commenced a cash tender offer (the tender offer) to repurchase any and all of ChipPAC International’s outstanding $165.0 million principal amount of 12.75% senior subordinated notes due 2009 (12.75% notes) at a repurchase price of 106.375% of the principal amount thereof plus accrued and unpaid interest. In conjunction with the tender offer, ChipPAC International also solicited consents of holders of the 12.75% notes to adopt proposed amendments to the indenture governing such notes that would eliminate substantially all restrictive covenants and certain event of default provisions contained in the indenture. On October 7, 2004, we announced the successful completion of the tender offer and consent solicitation in respect of the 12.75% notes. ChipPAC International received valid tenders of the 12.75% notes and deliveries of related consents from holders of approximately 62.1%, or $102.5 million aggregate principal amount, of the 12.75% notes outstanding. Accordingly, ChipPAC International received the requisite consents authorizing the adoption of the proposed amendments to the indenture governing such notes. The tendered 12.75% notes were accepted for payment and the amendments to the indenture became effective on October 7, 2004. ChipPAC International paid approximately $109.0 million plus accrued and unpaid interest for the 12.75% notes validly tendered and related consents validly delivered. We financed the tender offer with $50.0 million of borrowings under a Multi-Currency Specific Advance Facility that we obtained from Oversea-Chinese Banking Corporation Limited (OCBC facility) on September 29, 2004 and cash on hand.

      In November 2004, we redeemed and repurchased the remaining 37.9%, or $62.5 million aggregate principal amount, of the 12.75% notes outstanding at the redemption price of 106.375% of the principal amount thereof, plus accrued and unpaid interest, as permitted under the indenture governing such notes, with a portion of the proceeds from the offering of the old notes.

3

Corporate Structure

      The diagram below summarizes our corporate structure. STATS ChipPAC Ltd., the entity at the top of the structure, will be the issuer of the new notes, with the guarantors of the new notes represented by shaded boxes. Our China subsidiaries, although not guarantors of the new notes, will be restricted subsidiaries. Winstek will be neither a guarantor of the new notes nor a restricted subsidiary.

      We were incorporated in Singapore on October 31, 1994. Our registered office is located at 5 Yishun Street 23, Singapore 768442, Republic of Singapore. Our principal executive offices are located at 10 Ang Mo Kio Street 65, #05-17/20 Techpoint, Singapore 569059. Our telephone number is (65) 6824-7888. Our internet address is www.statschippac.com. Information contained in our website does not constitute a part of this prospectus.

4

Condensed Consolidated Financial Statements

      The following selected historical consolidated financial data of STATS as of December 31, 2003 and of STATS ChipPAC as of December 31, 2004 and for the year ended December 31, 2003 with respect to STATS and for the year ended December 31, 2004 with respect to STATS ChipPAC are derived from STATS’ or, as the case may be, STATS ChipPAC’s audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared in accordance with U.S. GAAP.

Condensed Consolidated Statements of Operations

			Year Ended December 31,
			2003			2004
			(In thousands, except
			percentages and
			per share data)
Net revenues			$	380,691		$	769,121
Cost of revenues				(328,014	)		(643,540	)
Gross profit				52,677			125,581
Operating expenses:
	Selling, general and administrative			36,475			84,965
	Research and development			15,295			17,637
	Goodwill impairment			—			453,000
	Other general expenses (income), net			374			(464	)
		Total operating expenses		52,144			555,138
Operating income (loss)				533			(429,557	)
Total other expense, net				(5	)		(26,444	)
Income (loss) before income taxes				528			(456,001	)
Income taxes				(705	)		(7,894	)
Income (loss) before minority interest			$	(177	)	$	(463,895	)
Minority interest			$	(1,539	)	$	(3,828	)
Net loss			$	(1,716	)	$	(467,723	)
Net loss per ordinary share:
	Basic		$	(0.00	)	$	(0.33	)
	Diluted		$	(0.00	)	$	(0.33	)
Net income (loss) per ADS:
	Basic		$	(0.02	)	$	(3.27	)
	Diluted		$	(0.02	)	$	(3.27	)
Ordinary shares used in per ordinary share calculation:
	Basic			1,005,374			1,428,954
	Diluted			1,005,374			1,428,954
ADS used in per ADS calculation:
	Basic			100,537			142,895
	Diluted			100,537			142,895

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	Year Ended December 31,
	2003			2004
	(In thousands, except
	percentages and
	per share data)
Other Financial Data:
Gross margin		13.8	%		16.3	%
Operating expenses as a percentage of revenue		13.7	%		72.2	%
Operating margin		0.1	%		(55.9	)%
Depreciation and amortization expense, including amortization of debt issuance costs		121,765			190,596
Capital expenditures		231,907			270,785

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Condensed Consolidated Balance Sheets

			As of December 31,
			2003		2004
			(In thousands)
Assets
Current assets:
	Cash and cash equivalents and marketable securities		$	324,307	$	229,569
	Accounts receivable, net			79,899		149,650
	Other current assets			24,686		58,272
	Inventories			19,839		54,690
		Total current assets		448,731		492,181
Marketable securities				23,313		18,121
Property, plant and equipment, net				474,133		1,035,803
Goodwill and intangible assets				4,149		649,428
Other non-current assets				43,526		76,169
		Total assets	$	993,852	$	2,271,702
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts and other payables		$	62,131		120,211
	Other current liabilities			45,880		66,074
	Short-term debts			12,137		181,868
		Total current liabilities		120,148		368,153
Long-term debts				359,601		652,946
Other non-current liabilities				4,463		50,362
		Total liabilities		484,212		1,071,461
Minority interest			$	33,684	$	40,891
Shareholders’ equity				475,956		1,159,350
		Total liabilities and shareholders’ equity	$	993,852	$	2,271,702

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The Exchange Offer

      On November 18, 2004, we issued $215.0 million aggregate principal amount of unregistered 6³/4% senior notes due 2011. The exchange offer relates to the exchange of up to $215.0 million aggregate principal amount of old notes for an equal aggregate principal amount of new notes. The new notes will be entitled to the benefits of the indenture governing the old notes. The form and terms of the new notes are identical in all material respects to the form and terms of the outstanding notes except that the new notes have been registered under the Securities Act of 1933, as amended, and therefore are not entitled to the benefits of the registration rights granted under the registration rights agreement, executed as part of the offering of the outstanding notes, dated November 18, 2004 among us, the guarantors and the initial purchasers in the private placement. These benefits include the liquidated damages we would pay in the event that the filing and declaration of effectiveness of the required registration statement and subsequent consummation of an exchange offer pursuant to the registration statement do not occur within the time periods specified in the registration rights agreement.

Registration rights agreement	You are entitled to exchange your notes for registered notes with substantially identical terms. The exchange offer is intended to satisfy these rights. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your notes.
The exchange offer	We are offering to exchange $1,000 principal amount of 63/4% senior notes due 2011 which have been registered under the Securities Act for each $1,000 principal amount of our outstanding 63/4% senior notes due 2011 which were issued on November 18, 2004 in a private placement. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. As of this date there are $215.0 million aggregate principal amount of notes outstanding. We will issue registered notes on or promptly after the expiration of the exchange offer.
Resale of the new notes	Based on an interpretation by the staff of the SEC, we believe that you will be able to resell the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act if:
	• you are acquiring the new notes in the ordinary course of your business;
	• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the notes issued to you in the exchange offer; and
	• you are not an “affiliate” of ours.
	If any of these conditions are not satisfied, (1) you will not be eligible to participate in the exchange offer, (2) you should not rely on the interpretations of the staff of the SEC in connection with the exchange offer and (3) you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your notes.
	If you are a broker-dealer and you will be receiving new notes for your own account in exchange for old notes that you acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in

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	connection with any resale of the new notes. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers in the exchange offer.
	In accordance with the conditions, if you are a broker-dealer that acquired the old notes directly from us in the initial placement and not as a result of market-making activities, you will not be eligible to participate in the exchange offer.
	The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Expiration date	The exchange offer will expire at 5:00 p.m., New York City time,                     , 2005, unless we decide to extend the expiration date.
Accrued interest on the new notes and the outstanding notes	The new notes will bear interest from November 18, 2004. Holders of outstanding notes whose notes are accepted for exchange will be deemed to have waived the right to receive any payment of interest on such outstanding notes accrued from November 18, 2004 to the date of the issuance of the new notes. Consequently, holders who exchange their outstanding notes for new notes will receive the same interest payment on May 15, 2005 (the first interest payment date with respect to the outstanding notes and the new notes to be issued in the exchange offer) that they would have received had they not accepted the exchange offer.
Termination of the exchange offer	We may terminate the exchange offer if we determine that our ability to proceed with the exchange offer could be materially impaired due to any legal or governmental action, new law, statute, rule or regulation or any interpretation of the staff of the Commission of any existing law, statute, rule or regulation. We do not expect any of the foregoing conditions to occur, although there can be no assurance that such conditions will not occur. Should we fail to consummate the exchange offer, holders of outstanding notes will have the right under the registration rights agreement executed as part of the placement of the outstanding notes to require us to file a shelf registration statement relating to the resale of the outstanding notes.
Procedures for tendering outstanding notes	If you are a holder of a note and you wish to tender your note for exchange pursuant to the exchange offer, you must transmit to U.S. Bank National Association, as exchange agent, on or prior to the expiration date of the exchange offer: either
	• a properly completed and duly executed Letter of Transmittal, which accompanies this prospectus, or a facsimile of the Letter of Transmittal, including all other documents required by the Letter of Transmittal, to the exchange agent at the address set forth on the cover page of the Letter of Transmittal; or
	• a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book entry

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	transfer in which you acknowledge and agree to be bound by the terms of the Letter of Transmittal;
	and, either
	• a timely confirmation of book-entry transfer of your outstanding notes into the exchange agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedure for book-entry transfers described in this prospectus under the heading “The Exchange Offer Procedure for Tendering”; or
	• the documents necessary for compliance with the guaranteed delivery procedures described below.
	By executing the Letter of Transmittal, each holder will represent to us that, among other things, (1) the notes to be issued in the exchange offer are being obtained in the ordinary course of business of the person receiving such new notes whether or not such person is the holder, (2) neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of the new notes and (3) neither the holder nor any such other person is an “affiliate” (as defined in Rule 405 under the Securities Act) of ours.
Special procedures for beneficial owners	If you are the beneficial owner of notes and your name does not appear on a security position listing of DTC as the holder of such notes or if you are a beneficial owner of notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender such notes in the exchange offer, you should contact such person in whose name your notes are registered promptly and instruct such person to tender on your behalf. If such beneficial holder wishes to tender on his own behalf, such beneficial holder must, prior to completing and executing the Letter of Transmittal and delivering its outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in such holder’s name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.
Guaranteed delivery procedure	If you wish to tender your notes and time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer, or the procedure for book-entry transfer cannot be completed on time or certificates for registered notes cannot be delivered on time, you may tender your notes pursuant to the procedures described in this prospectus under the heading “The Exchange Offer — Guaranteed Delivery Procedure.”
Withdrawal rights	You may withdraw the tender of your notes at any time prior to 5:00 p.m., New York City time, on                     , 2005, the business day prior to the expiration date of the exchange offer.
Acceptance of outstanding notes and delivery of new notes	Subject to the conditions summarized above in “Termination of the Exchange Offer” and described more fully under “The Exchange Offer — Termination”, we will accept for exchange any and all outstanding notes which are properly tendered in the exchange offer

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	prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. The notes issued pursuant to the exchange offer will be delivered promptly following the expiration date.
Material Singapore tax considerations	See “Taxation — Material Singapore Tax Considerations.”
Material U.S. federal income tax considerations	The exchange of the notes pursuant to the exchange offer will not be a taxable exchange for U.S. federal income tax purposes.
Consequences of failure to exchange	If you are eligible to participate in this exchange offer and you do not tender your old notes as described in this prospectus, you will not have any further registration rights. In that case, your old notes will continue to be subject to restrictions on transfer. As a result of the restrictions on transfer and the availability of new notes, the old notes are likely to be much less liquid than before the exchange offer. The old notes will, after the exchange offer, bear interest at the same rate as the new notes.
Use of proceeds	We will not receive any proceeds from the issuance of new notes pursuant to the exchange offer. We will pay all expenses incident to the exchange offer.
Exchange agent	U.S. Bank National Association is serving as exchange agent in connection with the exchange offer. The exchange agent can be reached at EP-MN-WS3C, 60 Livingston Avenue, St. Paul, MN 55107-2292, Attention: Specialized Finance. For more information with respect to the exchange offer, the telephone number for the exchange agent is (651) 495-8158 and the facsimile number for the exchange agent is (800) 934-6802.

11

The New Notes

      Other than the obligation to conduct an exchange offer, the new notes will have the same financial terms and covenants as the old notes, which are summarized as follows:

Issuer	STATS ChipPAC Ltd., a corporation organized under the laws of the Republic of Singapore.
Notes offered	$215,000,000 aggregate principal amount of 63/4% Senior Notes due November 15, 2011.
Maturity	November 15, 2011.
Interest rate	63/4% per year (calculated using a 360-day year).
Interest payment dates	May 15 and November 15 of each year, beginning on May 15, 2005. The first payment of interest, to be made on May 15, 2005, will be in respect of the period from November 18, 2004 to May 15, 2005.
Guarantees	All payments of the new notes, including principal and interest, will be unconditionally guaranteed, on a senior unsecured basis, by all of our existing wholly-owned subsidiaries (except STATS ChipPAC Test Services (Shanghai) Co., Ltd. and STATS ChipPAC Shanghai Co., Ltd.) and our future restricted subsidiaries (except where prohibited by local law). The guarantees may be released under certain circumstances.
Ranking	The new notes will be our unsecured senior debt:
	• the new notes will be effectively subordinated to all of our existing and future secured debt to the extent of such security;
	• the new notes will be pari passu in right of payment with all of our existing and future unsecured senior debt including our 1.75% convertible notes due 2007 and zero coupon convertible notes due 2008; and
	• the new notes will rank senior to all of our existing and future debt that expressly provides that it is subordinated to the new notes, including our guarantee of ChipPAC’s 2.5% convertible subordinated notes due 2008.
	The guarantees will be the guarantors’ unsecured senior obligations:
	• the guarantees will be effectively subordinated to all of such guarantor’s existing and future secured debt to the extent of such security;
	• the guarantees will be pari passu in right of payment with all of such guarantor’s existing and future unsecured senior debt; and
	• the guarantees will rank senior to all of such guarantor’s existing and future debt that expressly provides that it is subordinated to the guarantee, including ChipPAC’s 8.0% subordinated convertible notes due 2011 and 2.5% subordinated convertible notes due 2008.

12

	As of December 31, 2004:
	• We had outstanding $536.3 million of unsecured senior debt and $0.8 million of senior secured debt (including capital lease obligations);
	• our subsidiaries that are guarantors had outstanding $237.4 million of subordinated debt; and
	• our subsidiaries that are not guarantors had outstanding $60.3 million of senior secured debt.
Optional redemption	Until November 15, 2008, we may redeem all or part of the new notes by paying a “make whole” premium. Thereafter we may redeem the new notes, in whole or in part, at the redemption price specified in this prospectus under “Description of New Notes — Optional Redemption.”
	At any time (which may be more than once) prior to November 15, 2007, we can choose to redeem up to 35% of the aggregate principal amount of new notes issued under the indenture at a redemption price of 106.750% of the principal amount with money that we raise in one or more equity offerings, as long as:
	• at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by us and our subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
	• the redemption occurs within 90 days of the date of the closing of such sale of equity interests.
	We may also redeem the new notes in whole, but not in part, at any time, upon giving proper notice, if changes in the laws or regulations (or changes in the interpretation of existing laws or regulations) in relevant jurisdictions impose certain withholding taxes on amounts payable on the new notes. If we decide to do this, we must pay you a price equal to the principal amount of the notes, plus interest and certain other amounts. See “Description of New Notes — Redemption upon Changes in Withholding Taxes.”
Change in control	If we experience a change in control, we will be required to make an offer to repurchase the new notes at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date of repurchase. For more detailed information, see “Description of New Notes — Repurchase at the Option of Holders — Change of Control.”
Asset sales	Upon the consummation of an asset sale by us or any of our restricted subsidiaries, we generally must invest the net cash proceeds from such sales in our, or our restricted subsidiary’s, business within a period of time, prepay senior debt or make an offer to purchase a principal amount of the new notes and other indebtedness that is pari passu with the new notes with the excess cash proceeds. The purchase price of the new notes will be 100% of their principal amount, plus accrued interest. For more detailed information, see “Description of New Notes — Repurchase at the Option of Holders — Asset Sales.”

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Covenants	We will issue the new notes under an indenture with U.S. Bank National Association, as trustee. The indenture will, among other things, restrict our ability and the ability of our restricted subsidiaries to:
	• incur additional indebtedness;
	• pay dividends, repurchase stock, prepay subordinated debt and make investments and other restricted payments;
	• create or incur liens;
	• create restrictions on the ability of our subsidiaries to pay dividends or make other payments;
	• enter into transactions with affiliates; and
	• sell assets or merge with or into other companies.
	These covenants are subject to important exceptions which are described in the section entitled “Description of New Notes — Certain Covenants.”
Exchange and Registration Rights Agreement	Pursuant to a registration rights agreement, we agreed to file a registration statement with respect to an offer to exchange the old notes for a new issue of debt securities with terms substantially similar to the old notes and which will be registered under the Securities Act. This exchange offer is in satisfaction of that agreement.
	If the exchange offer is not completed within specified time periods, liquidated damages will accrue and be payable.
Listing	We intend to apply for permission for the listing and quotation of the new notes on the SGX-ST. If approval is obtained, the new notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 as long as the new notes are listed on the SGX-ST.
Governing law	The laws of the State of New York.

      You should refer to the section entitled “Risk Factors,” beginning on page 19, for a discussion of certain risks prior to making a decision to tender your old notes in the exchange offer.

14

Summary Historical and Pro Forma Combined Consolidated Financial Data

      The following summary historical consolidated financial data of STATS as of December 31, 2003 and of the combined company as of December 31, 2004 and for each of the years ended December 31, 2002, 2003 and 2004 are derived from the combined company’s audited consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial data of STATS as of December 31, 2000, 2001 and 2002 and for each of the years ended December 31, 2000 and 2001 are derived from STATS’ audited consolidated financial statements, which are not included in this prospectus.

      The following table also sets forth summary unaudited pro forma condensed combined consolidated financial data for the year ended December 31, 2004. The summary unaudited pro forma condensed combined consolidated financial data has been prepared to give effect to the ChipPAC acquisition and is based upon the assumptions and adjustments described in the notes to the unaudited pro forma condensed combined consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma condensed combined consolidated financial data was prepared as if the ChipPAC acquisition had been completed on January 1, 2004. The unaudited pro forma condensed combined consolidated financial data is presented below for illustrative purposes only and is not necessarily indicative of either future results or the results that might have been recorded if such transaction had been consummated on such date. The unaudited pro forma condensed combined consolidated statement of operations is based on our management’s estimates of, and good faith assumptions regarding, the adjustments arising from the merger based upon the available information. It does not reflect cost savings expected to be realized from the elimination of certain expenses and from the synergies expected to be created or the costs to implement such cost savings or synergies. Our consolidated financial statements are prepared in accordance with U.S. GAAP.

      You should read the following summary historical consolidated financial data and summary pro forma data in conjunction with the STATS ChipPAC’s and ChipPAC’s consolidated financial statements and the related notes, the unaudited pro forma condensed combined consolidated statement of operations and accompanying notes thereto included in this prospectus, “Selected Historical Consolidated Financial Data of STATS ChipPAC,” “Selected Historical Consolidated Financial Data of ChipPAC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus and in our Annual Report on Form 20-F for the year ended December 31, 2004.

			Pro Forma,			Year Ended December 31,
			Year Ended
			December 31, 2004			2000(5)			2001(5)			2002(5)			2003(5)			2004(5)
						(In thousands, except ratios)
Consolidated Statement of Operations Data:
Net revenues				1,084,165		$	331,271		$	145,866		$	225,738		$	380,691		$	769,121
Cost of revenues				(898,687	)		(231,944	)		(217,789	)		(247,943	)		(328,014	)		(643,540	)
Gross profit (loss)				185,478			99,327			(71,923	)		(22,205	)		52,677			125,581
Operating expenses:
	Selling, general and administrative(1)			136,661			41,246			37,065			36,693			36,475			84,965
	Research and development			25,136			14,636			15,160			18,856			15,295			17,637
	Goodwill impairment(2)			453,000			—			—			—			—			453,000
	Equipment impairments(3)			—			—			23,735			14,666			—			—
	Prepaid leases written off(4)			—			—			3,145			764			—			—
	Other general expenses (income), net			(340	)		(22	)		101			548			374			(464	)
		Total operating expenses		614,457			55,860			79,206			71,527			52,144			555,138
Operating income (loss)				(428,979	)		43,467			(151,129	)		(93,732	)		533			(429,557	)

15

			Pro Forma,			Year Ended December 31,
			Year Ended
			December 31, 2004			2000(5)			2001(5)			2002(5)			2003(5)			2004(5)
						(In thousands, except ratios)
Other income (expense), net:
	Interest income (expense), net			(39,461	)	$	8,214		$	5,222		$	(5,143	)	$	(9,209	)		(24,386	)
	Foreign currency exchange gain (loss)			(1,333	)		2,018			775			(512	)		1,634			(1,122	)
	Other non-operating income (expense), net			(1,143	)		3,525			1,990			3,419			7,570			(936	)
		Total other income (expense), net		(41,937	)		13,757			7,987			(2,236	)		(5	)		(26,444	)
Income (loss) before income taxes				(470,916	)		57,224			(143,142	)		(95,968	)		528			(456,001	)
Income tax benefit (expense)				(9,951	)		(2,865	)		8,810			7,163			(705	)		(7,894	)
Income (loss) before minority interest				(480,867	)		54,359			(134,332	)		(88,805	)		(177	)		(463,895	)
Minority interest				(3,828	)		—			313			(514	)		(1,539	)		(3,828	)
Net income (loss)				(484,695	)	$	54,359		$	(134,019	)	$	(89,319	)	$	(1,716	)	$	(467,723	)
Other Financial Data:
Depreciation and amortization, including amortization of debt issuance cost				—		$	72,419		$	100,342		$	106,348		$	121,765			190,596
Amortization of leasing prepayments				—			14,829			24,618			19,222			11,732			25,718
Capital expenditures				—			276,895			62,360			134,650			231,907			270,785
Net cash provided by operating activities				—			130,100			41,332			28,497			82,548			136,617
Net cash used in investing activities				—			(326,061	)		(44,268	)		(156,653	)		(174,270	)		(264,824	)
Net cash provided by (used in) financing activities				—		$	321,738		$	(22,732	)	$	180,623		$	234,674			41,128
Ratio of earnings to fixed charges(6)				—			7.6	x		—			—			1.0	x		—

* Not meaningful.

(1)	Includes stock-based compensation expenses of $448, $1,024, $60, $97 and $658 in 2000, 2001, 2002, 2003 and 2004, respectively.
(2)	We recorded impairment charges of $453,000 in 2004 on our goodwill associated with purchase accounting for the acquisition of ChipPAC.
(3)	The impairment charges were recognized in 2001 in accordance with SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of” and in 2002 in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”
(4)	STATS recorded impairment charges of $3,145 in 2001 and $764 in 2002 to write off prepaid leases for testers for which STATS had no expectation of future use.
(5)	STATS’ financial statements for the years ended December 31, 2000, 2001, 2002 and 2003 were audited by KPMG and STATS ChipPAC’s financial statements for the year ended December 31, 2004 were audited by PricewaterhouseCoopers, Singapore.
(6)	For purposes of computing ratio of earnings to fixed charges, earnings is defined as income (loss) before income taxes adjusted for fixed charges. Fixed charges are interest expense and the portion of operating lease rental expense that are deemed by us to be representative of the interest factor. Earnings for the years ended December 31, 2001, 2002 and 2004 and the pro forma year ended December 31, 2004 were inadequate to cover fixed charges by $143,100, $96,000, $456,000 and $470,900, respectively.

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Summary Historical Consolidated Financial Data of ChipPAC

      The following summary historical consolidated financial data of ChipPAC as of December 31, 2002 and 2003 and for each of the years ended December 31, 2001, 2002 and 2003 are derived from ChipPAC’s audited consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial data for ChipPAC as of December 31, 2000 and 2001 and for the year ended December 31, 2000 are derived from ChipPAC’s audited consolidated financial statements, which are not included in this prospectus. The summary historical consolidated financial data of ChipPAC as of June 30, 2004 and for the six months ended June 30, 2003 and 2004 are derived from ChipPAC’s unaudited condensed consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial data of ChipPAC as of June 30, 2003 are derived from ChipPAC’s unaudited condensed consolidated financial statements, which are not included in this prospectus. The unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of ChipPAC’s results of operations for these periods. The unaudited results of operations data for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for any other interim period or for the full year. The interim period ended on June 27, 2004, the Sunday nearest June 30, 2004. ChipPAC’s consolidated financial statements are prepared in accordance with U.S. GAAP.

      You should read the following summary historical consolidated financial data in conjunction with ChipPAC consolidated financial statements and the related notes, “Selected Historical Consolidated Financial Data of ChipPAC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

															Six Months Ended
			Year Ended December 31,												June 30,
			2000			2001			2002			2003			2003			2004
			(In thousands, except ratios												) (Unaudited)
Consolidated Statement of Operations Data:
Revenues			$	494,411		$	328,701		$	363,666		$	429,189		$	195,412		$	269,481
Cost of revenues				(385,267	)		(297,588	)		(308,065	)		(365,299	)		(168,784	)		(218,534	)
Gross profit				109,144			31,113			55,601			63,890			26,628			50,947
Operating expenses:
	Selling, general and administrative			34,799			31,199			38,159			38,241			17,931			18,965
	Research and development			12,015			14,223			10,110			11,661			5,960			5,991
	Restructuring, write-down of impaired assets and other charges			—			40,920			(661	)		13,619			—			4,735
		Total operating expenses		46,814			86,342			47,608			63,521			23,891			29,691
Operating income (loss)				62,330			(55,229	)		7,993			369			2,737			21,256

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															Six Months Ended
			Year Ended December 31,												June 30,
			2000			2001			2002			2003			2003			2004
			(In thousands, except ratios												) (Unaudited)
Non-operating (income) expense:
	Interest expense		$	39,432		$	37,214		$	31,986		$	30,887		$	14,890		$	15,566
	Interest income			(843	)		(688	)		(626	)		(828	)		(309	)		(260	)
	Foreign currency (gain) loss			(2,168	)		(187	)		1,029			35			216			364
	Loss from early debt extinguishment			2,390			—			3,005			1,182			1,182			—
	Gain on sale of building			—			—			—			(3,929	)		—			—
	Other income, net			7,849			(410	)		(546	)		(197	)		(116	)		(360	)
		Total non-operating expenses		46,660			35,929			34,848			27,150			15,863			15,310
Income (loss) before income taxes				15,670			(91,158	)		(26,855	)		(26,781	)		(13,126	)		5,946
Provision for income tax				(3,614	)		(2,578	)		(2,000	)		(2,000	)		(1,000	)		(1,742	)
Net income (loss)			$	12,056		$	(93,736	)	$	(28,855	)	$	(28,781	)	$	(14,126	)	$	4,204
Consolidated Balance Sheet Data (at period end):
Cash, cash equivalents and short-term investments			$	18,850		$	41,872		$	44,173		$	59,708		$	111,703		$	22,426
Working capital				(16,296	)		(17,981	)		34,395			52,932			100,456			5,957
Total assets				469,245			430,715			470,204			579,331			572,209			625,167
Total debt(1)				298,000			383,627			267,887			365,000			365,000			381,129
Total shareholders’ equity (deficit)			$	65,697		$	(23,226	)	$	115,544		$	95,043		$	104,136		$	105,180
Other Financial Data:
Depreciation and amortization			$	45,049		$	59,909		$	58,949		$	70,090		$	33,149		$	41,022
Capital expenditures				93,174			46,392			78,910			134,280			44,800			99,717
Net cash provided by (used in) operating activities				46,214			(3,916	)		39,546			50,829			22,768			42,606
Net cash used in investing activities				(130,460	)		(58,982	)		(98,427	)		(160,354	)		(97,910	)		(58,856	)
Net cash provided by (used in) financing activities			$	70,979		$	85,920		$	51,182		$	100,074		$	94,692		$	13,679
Ratio of earnings to fixed charges(2)				1.4	x		—			—			—			—			1.4x

(1)

Total debt is defined as the sum of long-term debt, short-term debt and capital lease obligations.

(2)

For purposes of computing ChipPAC’s ratio of earnings to fixed charges, earnings is defined as income (loss) before provision for income taxes adjusted for fixed charges. Fixed charges are interest expense including amortization of debt issuance cost plus the portion of interest expense under operating leases deemed by us to be representative of the interest factor. For the years ended December 31, 2001, 2002 and 2003 and the six months ended June 30, 2003, earnings were insufficient to cover fixed charges by $91.2 million, $26.9 million, $26.8 million and $13.1 million, respectively.

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RISK FACTORS

      In addition to the other information contained in this prospectus and the documents incorporated by reference in this prospectus, including our Annual Report on Form 20-F for the year ended December 31, 2004, you should carefully consider the following risk factors before deciding to tender your outstanding notes in the exchange offer. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are not aware of or that we currently believe are immaterial may also adversely affect our business, financial condition or results of operations. If any of the possible events described below occur, our business, financial condition or results of operations could be materially and adversely affected. The risk factors set forth below (other than “If you fail to exchange your outstanding old notes for new notes, you will continue to hold notes subject to transfer restrictions.”, “The trading market for unexchanged old notes could be limited.” and “The new notes are a new issue of securities, and there is currently no public market for the new notes. A market for the new notes may not develop.”) are generally applicable to the old notes as well as the new notes.

Risks Related to the Notes

If you fail to exchange your outstanding old notes for new notes, you will continue to hold notes subject to transfer restrictions.

      We will only issue new notes in exchange for outstanding old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding old notes and you should carefully follow the instructions on how to tender your old notes set forth under “The Exchange Offer — Procedures for Tendering” and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of outstanding old notes.

      If you do not exchange your outstanding old notes for new notes in this exchange offer, the outstanding old notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the outstanding old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the outstanding old notes under the Securities Act. If you continue to hold any outstanding old notes after this exchange offer is completed, you may encounter difficulties in selling them because of these restrictions on transfer.

The trading market for unexchanged old notes could be limited.

      The trading market for unexchanged old notes could become significantly more limited after the exchange offer due to the reduction in the amount of old notes outstanding upon consummation of the exchange offer and the availability of new notes which are not subject to the same transfer restrictions. Therefore, if your old notes are not exchanged for new notes in the exchange offer, it may become more difficult for you to sell or otherwise transfer your old notes. This reduction in liquidity may in turn reduce the market price, and increase the price volatility, of the old notes. There is a risk that an active trading market in the unexchanged old notes will not exist, develop or be maintained and we cannot give you any assurances regarding the prices at which the unexchanged old notes may trade in the future.

The new notes are a new issue of securities, and there is currently no public market for the new notes. A market for the new notes may not develop.

      The new notes are a new issue of securities for which there is no established public market. Although we intend to apply for the listing and quotation of the new notes on the SGX-ST, we cannot assure you that the new notes will be listed on that exchange, will remain listed on that exchange or that active trading markets will develop for the new notes. If a market for the new notes does not develop, it is possible that you will not be able to sell your new notes at a particular time or that the prices that you receive when you sell will be favorable. It is

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also possible that any trading market that does develop for the new notes will not be liquid. Future trading prices of the new notes will depend on many factors, including:

•  our operating performance, prospects and financial condition or the operating performance, prospects and financial condition of companies in the semiconductor industry generally;

•  the interest of securities dealers in making a market for the new notes;

•  prevailing interest rates; and

•  the market for similar securities.

      Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. If a market for the new notes develops, it is possible that the market for the new notes will be subject to disruptions and price volatility. Any disruptions may have a negative effect on holders of the new notes, regardless of our prospects and financial performance.

The indenture governing the notes imposes significant operating and financial restrictions on us. If we default or breach any such restrictions and payments on the notes are accelerated, we may not be able to make payments on the notes.

      The indenture imposes significant operating and financial restrictions on us. These restrictions limit our ability and the ability of our restricted subsidiaries, among other things, to:

•  incur additional indebtedness and issue certain preferred stock;

•  pay dividends, repurchase stock, prepay subordinated debt and make investments and other restricted payments;

•  create or incur liens;

•  create restrictions on the ability of our subsidiaries to pay dividends or make other payments;

•  enter into transactions with affiliates; and

•  sell assets or merge with or into other companies.

      Our ability to comply with these covenants may be affected by events beyond our control, and any material deviations from our forecasts could require us to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. We cannot assure you that such waivers, amendments or alternative financing could be obtained, or if obtained, would be on terms acceptable to us.

      A breach of any of the covenants or restrictions contained in the indenture could result in an event of default. Such default could allow our debt holders to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies, and/or to declare all borrowings outstanding thereunder to be due and payable. If our debt is accelerated, our assets may not be sufficient to repay such debt in full. At maturity, the entire outstanding principal amount of the notes together with accrued and unpaid interest, will become due and payable.

      In addition, if we experience a Change of Control, as defined in “Description of Notes — Certain Definitions,” each holder of the notes may require us to repurchase all or a portion of that holder’s notes. At maturity, or if a Change of Control occurs, we may not have the funds to fulfill these obligations and may not be able to arrange for additional financing. If the maturity date or Change of Control occurs at a time when other arrangements prohibit us from repaying or repurchasing the notes, we would try to obtain waivers of such prohibitions from the lenders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. If we could not obtain the waivers or refinance these borrowings, we would be unable to repay or repurchase the notes. Our failure to complete an offer to repurchase the notes would be an event of default under the indenture and would, therefore, have a material adverse effect on us.

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Because the notes are our unsecured obligations, your right to receive payment on the notes and the guarantees thereof is effectively subordinated to any existing and future secured indebtedness that we or the guarantors may incur.

      The notes will not be secured by any of our or the guarantors’ assets and as such will be effectively subordinated to any existing or future secured indebtedness that we or the guarantors may incur. Holders of our secured debt and the secured debt of any of the guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other debt. The notes and the guarantees will be effectively subordinated to all of any such secured debt to the extent of the value of its collateral. In the event of any distribution or payment of our or any of the guarantor’s assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured debt will have a prior claim to the assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured debt that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. If any of the foregoing events occur, we cannot assure you that there will be sufficient assets to pay all or any amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured debt and less than the full amount you would be otherwise entitled to receive on the notes. As of December 31, 2004, we and our consolidated subsidiaries had outstanding $78.7 million of senior secured debt (including capital lease obligations). We may incur senior secured debt in the future that is consistent with the terms of the indenture governing the notes and our other debt agreements.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

      We have now, and will continue to have after the exchange offer, a substantial amount of indebtedness. As of December 31, 2004, we had total indebtedness of $834.8 million, consisting of $215.0 million of unsecured senior notes, $521.3 million of unsecured convertible notes, $78.6 million of senior secured debt (including capital lease obligations) and $19.9 million of unsecured short-term debt.

      Our substantial indebtedness may impact us by:

•  increasing our vulnerability to general adverse economic and industry conditions by limiting our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate;

•  requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thus reducing the availability of cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

•  placing us at a competitive disadvantage relative to our competitors that have less leverage; and

•  limiting, along with the financial and other restrictive covenants in the indebtedness, our ability to borrow additional funds.

      In addition, the holders of our various notes may, in certain circumstances, including a change in control of our company, in each case as defined in the respective indenture relating to such notes, require us to redeem all or a portion of the holders’ notes. Further, certain holders of our $200.0 million of 1.75% convertible notes due 2007 have required us to and the holders of our $115.0 million of zero coupon convertible notes due 2008 may require us to repurchase all or a portion of the holders’ convertible notes on March 18, 2005 and November 7, 2007, respectively. We have received demands for the redemption of $125,420,000 aggregate amount of the 1.75% convertible notes due 2007, and the total amount payable in respect of these notes, including interest, is $139,813,590. We may be required to refinance our debt in order to make such payments. If such an event were to occur, or at maturity of each series of convertible notes, we cannot assure you that we will have sufficient funds or would be able to arrange financing on terms that are acceptable to us or at all or to obtain waivers of prohibitions from lenders under our other financing arrangements to make the required purchase or redemption. If we do not have sufficient funds or are unable to obtain adequate financing or waivers to repurchase or redeem such notes, we will be in default under the terms of those notes.

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      See the discussion in the sections titled “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Certain Indebtedness” and “Description of New Notes.”

To service our indebtedness and other potential liquidity requirements we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

      Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We believe that our cash flow from operations together with our existing liquid assets will be sufficient to meet our cash flow needs for at least the next 12 months. However, our business may not generate sufficient cash flow from operations and future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

Fraudulent conveyance laws may permit courts to void our subsidiaries’ guarantees of the notes in specific circumstances, which would interfere with payment under our subsidiaries’ guarantees.

      Federal and state statutes may allow courts, under specific circumstances described below, to void any or all of our subsidiaries’ guarantees of the notes. If such a voidance occurs, holders of the notes might be required to return payments received from our subsidiaries in the event of any or all of our subsidiaries’ bankruptcy or other financial difficulty. Under United States federal bankruptcy law and comparable provisions of state fraudulent conveyance laws, a guarantee could be set aside if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee:

•  incurred the guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

•  received less than reasonable equivalent value or fair consideration for incurring the guarantee;

and, if the guarantor:

•  was insolvent or was rendered insolvent by reason of the incurrence;

•  was engaged, or about to engage, in a business or transaction for which the assets remaining with it constituted unreasonably small capital to carry on such business;

•  intended to incur, or believed that it would incur, debts beyond its ability to pay as those debts matured; or

•  was a defendant in an action for money damages, or had a judgment for money damages entered against it, if, in either case, after final judgment the judgment was unsatisfied.

      The tests for fraudulent conveyance, including the criteria for insolvency, will vary depending upon the law or the jurisdiction that is being applied. Generally, however, a guarantor would be considered insolvent if, at the time the guarantor assumed the guarantee:

•  the sum of its debts and liabilities, including contingent liabilities, was greater than its assets at fair valuation;

•  the present fair saleable value of its assets was less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they became absolute and matured; or

•  it could not pay its debts as they became due.

      If a court voids any or all of our subsidiaries’ guarantees or holds them unenforceable, you would cease to be a creditor of the guarantors and would instead be a creditor solely of us.

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Our ability to pay our obligations under the notes may be reduced because STATS ChipPAC Test Services (Shanghai) Co., Ltd. and STATS ChipPAC Shanghai Co., Ltd. (our “China subsidiaries”) and our 54.5% owned subsidiary, Winstek, which in the aggregate accounted for 18.7% of our consolidated assets as of December 31, 2004 and 10.8% of our consolidated revenue for year ended December 31, 2004 are not guarantors of the notes.

      Our China subsidiaries and our 54.5% owned Taiwan subsidiary, Winstek, are not guarantors of the notes. For the year ended December 31, 2004, our China subsidiaries and Winstek accounted in the aggregate for $83.4 million or, approximately 10.8%, of our consolidated revenue and approximately $425.0 million, or approximately 18.7%, of our consolidated assets as of December 31, 2004.

      Claims of creditors of any of our subsidiaries that is not a guarantor of the notes, including trade creditors, secured creditors and creditors holding indebtedness or a guarantee issued by this subsidiary, will generally have priority on the assets and earnings of this subsidiary over the claims of creditors of our company, including holders of the notes, even if the obligations of this subsidiary do not constitute senior indebtedness. The indenture governing the notes permits us, including these non-guarantor subsidiaries, to incur additional debt in the future. Since our China subsidiaries and Winstek will not guarantee the notes, holders of the notes will have to rely solely on our operations in Singapore, Malaysia, the U.S., Hungary, Luxembourg, Barbados and British Virgin Islands to satisfy their respective obligations under the notes should our China subsidiaries and Winstek be unable to make dividends or distributions.

We may not have the ability to raise the funds to purchase the notes upon a change of control as required by the indenture governing the notes.

      Upon the occurrence of certain change of control events, each holder of the notes may require us to purchase all or a portion of its notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. Our ability to repurchase the notes upon a change of control will be limited by the terms of our other debt. Upon a change of control, we may be required by the holders of our convertible notes (namely, the zero coupon convertible notes due 2008, the 1.75% convertible notes due 2007, the 2.5% convertible subordinated notes due 2008 and the 8.0% convertible subordinated notes due 2011) to redeem all or a portion of the holders’ convertible notes. The notes are equal in ranking to the convertible notes and senior in ranking to the convertible subordinated notes. Any requirement to offer to purchase any outstanding note, convertible notes or convertible subordinated notes may result in our having to refinance our other outstanding debt, which we may not be able to do. In addition, even if we were able to refinance this debt, the refinancing may not be on terms favorable to us.

Changes in our credit ratings or the financial and credit markets could adversely affect the market price of the notes.

      The future market prices of the notes will depend on a number of factors, including:

•  our ratings with major credit rating agencies;

•  the prevailing interest rates being paid by companies similar to us; and

•  the overall condition of the financial and credit markets.

      The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the prices of the notes. In addition, credit rating agencies continually revise their ratings for companies that they follow, including us. We cannot assure you that any credit rating agencies that rate the notes will maintain their ratings on the notes. A negative change in our rating could have an adverse effect on the market prices of the notes.

Judgments of U.S. courts against us may not be enforceable outside of the United States.

      We are a public limited company organized under the laws of the Republic of Singapore. Several of our directors and officers and experts named in this prospectus are non-residents of the United States, and a

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significant portion of our assets, and the assets of these persons, are located outside the United States. As a result, it may not be possible for holders of the notes to effect service of process within the United States upon these persons or to enforce, in courts outside the United States, judgments against such persons obtained in U.S. courts or predicated upon the civil liability provisions of the laws of the United States, including the U.S. securities laws. Furthermore, since a substantial portion of our assets are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States. We have been advised that judgments of U.S. courts based on the civil liability provisions of U.S. securities laws are not enforceable in Singapore courts. We have also been advised that there is doubt as to whether Singapore courts will enter judgments in original actions brought in Singapore courts based solely upon the civil liability provisions of the federal securities laws of the United States.

As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic issuer, which may, among other things, limit the information available to holders of our notes.

      As a foreign private issuer, we are subject to requirements under the Securities Act and Exchange Act which are different from the requirements applicable to domestic U.S. issuers. For example, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder with respect to their purchases and sales of our ordinary shares and/or ADSs. The periodic disclosure required of foreign private issuers if more limited than the periodic disclosure required of U.S. issuers and therefore there may be less publicly available information about us than is regularly published by or about U.S. public companies in the United States.

Risks Related to Our Business

We may be unable to integrate our operations successfully and may not realize the full anticipated benefits of the combination of STATS and ChipPAC.

      We may not be successful in integrating the businesses of STATS and ChipPAC. Integrating the two companies’ operations and personnel is a complex process. The integration may not be completed rapidly and may not achieve the anticipated benefits of the combination of STATS and ChipPAC. The successful integration of the two companies’ businesses will require, among other things, the following:

•  integration of the two companies’ products and services, sales and marketing, information and software systems and other operations;

•  retention and integration of management and other employees;

•  achievement of the expected cost savings;

•  coordination of ongoing and future research and development efforts and marketing activities;

•  retention of existing customers of both companies and attraction of additional customers;

•  retention of strategic partners of each company and attraction of new strategic partners;

•  developing and maintaining uniform standards, controls, procedures and policies;

•  minimization of disruption of the combined company’s ongoing business and distraction of its management; and

•  limiting expenses related to integration.

      The successful integration of STATS and ChipPAC will involve considerable risks and may not be successful. These risks include:

•  the impairment of relationships with employees, customers and business partners;

•  our ability to attract and retain key management, sales, marketing and technical personnel;

•  a delay in, or cancellation of, purchasing decisions by current and prospective customers and business partners;

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•  the potential disruption of the combined company’s ongoing business and distraction of its management;

•  the difficulty of incorporating acquired technology and rights into the products and service offerings of the combined company; and

•  unanticipated expenses and potential delays related to the integration of STATS and ChipPAC.

      We may not succeed in addressing these risks or any other problems encountered in connection with the combination of STATS and ChipPAC. The diversion of the attention of management and any difficulties encountered in the process of combining STATS and ChipPAC could cause the disruption of, or a loss of momentum in, the activities of the combined company’s business. Further, the process of combining ChipPAC’s business with STATS’ business could negatively affect employee morale and STATS’ ability to retain some key STATS and ChipPAC employees after the merger. If the anticipated benefits of the merger are not realized or the combined company is unsuccessful in addressing the risks related to the integration, the combined company’s business, financial condition and results of operations may be negatively impacted.

If we are unable to take advantage of opportunities to market and sell STATS’ and ChipPAC’s products and services to the other’s traditional customers, we may not realize the full anticipated benefits of the combination of STATS and ChipPAC.

      Prior to the merger, STATS and ChipPAC each maintained separate and distinct customer bases and business partners specific to their respective businesses. As a result of the merger, we intend to take advantage of the customer bases of the formerly separate businesses in order to promote and sell the products and services of one company to the traditional customers and business partners of the other company. In the event that the traditional customers and business partners of either STATS or ChipPAC are not receptive to the products and services of the other, we may not realize some of the expected benefits of the merger, and our business may be harmed.

We have experienced substantial losses in the past and may continue to do so in the future.

      For the year ended December 31, 2004, we suffered an operating loss of $429.6 million and a net loss of $467.7 million. STATS achieved operating income of $0.5 million in 2003, but suffered net losses of $1.7 million. Similarly, ChipPAC achieved operating income of $0.4 million in 2003, but suffered net losses of $28.8 million. We cannot assure you that we will not continue to incur operating losses and net losses in the future due to a variety of factors, including if the semiconductor industry does not recover from the downturn or makes only a partial recovery.

We recorded an impairment charge of $453.0 million to our earnings for the year ended December 31, 2004 and may be required to record another significant charge to earnings in the future when we review our goodwill or other intangible assets for potential impairment.

      As a result of accounting for the merger using the purchase accounting method, we recorded goodwill and other intangible assets upon the merger of approximately $974.4 million and $147.2 million, respectively. Under U.S. GAAP, we are required to review our goodwill and intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. In addition, goodwill and other intangible assets with indefinite lives are required to be tested for impairment at least annually. We performed an impairment review at the end of 2004 and recorded an impairment charge of $453.0 million to our earnings for the year ended December 31, 2004. We may be required in the future to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or other intangible assets is determined. Such charges will likely have a significant adverse impact on our results of operations.

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Downturns in the semiconductor industry have adversely affected our operating results, and may continue to adversely affect, our operating results.

      Our results of operations and the results from operations of STATS and ChipPAC have been and will be significantly affected by conditions in the semiconductor industry. The market for semiconductors is characterized by:

•  rapid technological change;

•  evolving industry standards;

•  intense competition; and

•  fluctuations in end-user demand.

      Beginning in the fourth quarter of the calendar year 2000, the industry experienced a downturn which continued through 2001 and 2002. This downturn had a significant adverse impact on our sales and financial performance, as customers reduced purchase orders to reflect inventory corrections and lower demand experienced in their end-user markets. The semiconductor industry started a modest recovery in late 2002 and continued its recovery momentum throughout 2003 and the first half of 2004. In late 2004, however, we experienced a softening of our business as our customers corrected their excess inventory positions. Industry outlook for 2005 published by recognized industry research analysts and associations are highly mixed, with some projecting growth rates of up to 5% and others projecting declines of up to 5% as compared to 2004.

If we are unable to increase our capacity utilization rates, our profitability will be adversely affected.

      As a result of the capital intensive nature of our business, our operations are characterized by high fixed costs. Consequently, high capacity utilization allows us to maintain higher gross margins because it allows us to allocate fixed costs over a greater number of units tested and assembled. Insufficient utilization of installed capacity can have a material adverse effect on our profitability. In 2001, our capacity utilization rates declined substantially from prior levels, primarily as a result of a decrease in demand for their packaging and test services resulting from a downturn in the overall semiconductor industry, particularly for communications applications. Due to the high level of fixed costs, we suffered substantial net losses in 2001 and 2002. While capacity utilization rates increased in 2002, 2003 and 2004, they have not returned to their former levels and our net losses continued in 2004.

      Our ability to restore or increase our profitability and enhance our gross margins will continue to be dependent, in large part, upon our ability to restore high capacity utilization rates. Capacity utilization rates may be affected by a number of factors and circumstances, including:

•  overall industry conditions;

•  installation of new equipment in anticipation of future business;

•  the level of customer orders;

•  operating efficiencies;

•  mechanical failure;

•  disruption of operations due to expansion of operations, introduction of new packages or relocation of equipment;

•  disruption in supply of raw materials;

•  changes in product mix; and

•  fire or other natural disasters.

      We cannot assure you that our capacity utilization rates will be able to return to their former high levels or that we will not be materially adversely affected by a continued decline or future declines in the semiconductor industry, declines in industries that purchase semiconductors or other factors. Any inability on our part to

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increase our capacity utilization rates could have a material adverse effect on our business, financial condition and results of operations.

A decrease in demand for communications equipment and personal computers would significantly decrease the demand of our services.

      A significant portion of our net revenues are derived from customers who use our test or packaging services for semiconductors used in communications equipment and personal computers. Net revenues from packaging or testing of semiconductors used in such applications comprised 82.8% of our net revenues in 2004 and 88.2% of STATS’ net revenues and 61.0% of ChipPAC’s net revenues in 2003. Any significant decrease in the demand for communications equipment or personal computers may decrease the demand for our services and could seriously harm our company. In addition, the declining average selling prices of communications equipment and personal computers places significant pressure on the prices of the components that are used in this equipment. If the average selling prices of communications equipment and personal computers continue to decrease, the pricing pressure on services provided by us may reduce our net revenues and therefore significantly reduce our gross profit margin.

Our operating results have fluctuated, and may continue to fluctuate, from quarter to quarter, which may make it difficult to predict our future performance.

      Our operating results have fluctuated and our operating results may continue to fluctuate substantially from quarter to quarter due to a wide variety of factors, including:

•  general economic conditions in the semiconductor industry;

•  a shift by integrated device manufacturers, or IDMs, between internal and outsourced test and packaging services;

•  general economic conditions in the markets addressed by end-users of semiconductors;

•  the seasonality of the semiconductor industry;

•  the short-term nature of our customers’ commitments;

•  the rescheduling or cancellation of large orders;

•  the timing and volume of orders relative to our capacity;

•  changes in capacity utilization;

•  the erosion of the selling prices of packages;

•  changes in our product mix;

•  the rescheduling, cancellation and timing of expenditures in anticipation of future orders;

•  disruptions caused by the installation of new equipment;

•  the ability to obtain adequate equipment and materials on a timely and cost-effective basis;

•  any exposure to currency and interest rate fluctuations that may not be adequately covered under our hedging policy;

•  weakness in the supply of wafers;

•  loss of key personnel or the shortage of available skilled workers; and

•  changes in effective tax rates.

      As a result of all of these factors, we believe that period-to-period comparisons of our operating results are not meaningful, and that using such comparisons to predict our future performance may not be meaningful. In addition, unfavorable changes in any of the above factors may adversely affect our business, financial condition and results of operations.

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Our profitability will be affected by average selling prices of packaging and test services that have experienced pricing pressures and have a tendency to decline.

      Decreases in the average selling prices of our packaging and test services can have a material adverse effect on our profitability. The average selling prices of packaging and test services have declined historically, with packaging services in particular experiencing severe pricing pressure. This pricing pressure for packaging and test services is likely to continue. Our ability to maintain or increase our profitability will continue to be dependent, in large part, upon our ability to offset decreases in average selling prices by improving production efficiency, increasing unit volumes tested or assembled, or by shifting to higher margin packaging and test services. If we are unable to do so, our business, financial condition and results of operations could be materially adversely affected.

We depend on a small number of customers for a significant portion of our revenues and any decrease in sales to any of them could adversely affect our business and results of operations.

      We are dependent on a small group of customers for substantially all of our net revenues. In the year ended December 31, 2004, proforma for the merger, our ten largest customers represented 67.0% of our net revenues. STATS’ ten largest customers accounted for 79.8% and 78.8% of STATS’ net revenues in 2002 and 2003, respectively. ChipPAC’s ten largest customers accounted for 88.6% and 79.1% of ChipPAC’s net revenues in 2002 and 2003, respectively. In the year ended December 31, 2004, our two largest customers, Analog Devices, Inc. and Broadcom Corporation, each represented in excess of 10% of our net revenues and in the aggregate represented 31.7% of the net revenues.

      Although no one customer is expected to account for more than 25% of the combined company’s revenue, we anticipate that our ten largest customers will continue to account for a significant portion of our net revenues for the foreseeable future. Our ability to retain these and other customers, and to add new customers, is important to our ongoing success. The loss of one or more key customers, or reduced demand from any key customers, could have a material adverse effect on our business, financial condition and results of operations.

      In line with industry practice, new customers usually require us to pass a lengthy and rigorous qualification process that can take up to six months at a significant cost to the customer. As a result, customers are reluctant to qualify new packaging and test service providers and it may be difficult for us to attract new major customers and/or break into new markets. In addition, if we fail to qualify packages with potential customers or customers with which we have recently become qualified do not use our services, then our customer base could become more concentrated with an even more limited number of customers accounting for a significant portion of our revenues. Furthermore, we believe that once a semiconductor company has selected a particular packaging and test company’s services, the semiconductor company generally relies on that vendor’s packages for specific applications and, to the extent possible, subsequent generations of that vendor’s packages. Accordingly, it may be difficult to achieve significant sales from a customer once it selects another vendor’s packaging and test services.

Decisions by our integrated device manufacturer, or IDM, customers to curtail outsourcing may adversely affect our business.

      Historically, we have been dependent on the trend in outsourcing of packaging and test services by IDMs. Our IDM customers continually evaluate the outsourced services against their own in-house packaging and test services. As a result, at any time, IDMs may decide to shift some or all of their outsourced packaging and test services to internally sourced capacity. Any such shift or a slowdown in this trend of outsourcing packaging and test services is likely to adversely affect our business, financial condition and results of operations.

      In a downturn in the semiconductor industry, IDMs may respond by shifting some outsourced packaging and test services to internally serviced capacity on a short term basis. This would have a material adverse effect on our business, financial condition and results of operations, especially during a prolonged industry downturn.

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We do not have any significant backlog because our customers do not place purchase orders far in advance, which makes us vulnerable to sudden changes in customer demand.

      Our customers generally do not place purchase orders far in advance, and our contracts with major domestic customers do not generally require minimum purchase of our products or services. In addition, our customers’ purchase orders have varied significantly from period to period because demand for their products is often volatile. As a result, we do not typically operate with any significant backlog. The lack of a significant backlog makes it difficult for us to forecast our net operating revenues in future periods and causes our operating results to fluctuate from period to period. Moreover, our expense levels are based in part on our expectations of future revenue and we may be unable to adjust costs in a timely manner to compensate for revenue shortfalls. For example, in 1999 and early 2000, we incurred significant costs in expectation of strong demand in the semiconductor market, but this demand did not fully materialize because of the market downturn between late 2000 and early 2003. We expect that in the future our net operating revenues in any quarter will continue to be substantially dependent upon purchase orders received in that quarter. We cannot assure you that any of our customers will continue to place orders with us in the future at the same levels as in prior periods. We also cannot assure you that our customers’ orders will be consistent with our expectations when we made or will make the necessary investments in raw materials, labor and equipment.

We may not be able to develop or access leading technology which may affect our ability to compete effectively.

      The semiconductor packaging and test markets are characterized by rapid technological change and increasing complexity. We must be able to offer our customers packaging and test services based upon the most advanced technology. This requirement could result in significant research and development expenditures and capital expenditures in the future. We periodically review our equipment for obsolescence and impairment. If we determine that, due to technological advances, reduced demand in certain end markets or otherwise, the anticipated future usage of any of our equipment has been diminished, we will write-down such equipment. In 2002, STATS wrote-down $15.4 million of equipment and made zero write-downs in 2003. In 2002 and 2003, ChipPAC made zero write-downs and wrote-down $11.7 million of impaired assets, respectively. In 2004, we made zero write-down.

      If we fail to develop advanced test and packaging services or to access those developed by others in a timely manner, we could lose existing customers or miss potential customers demanding these advanced services. Developing new technology may result in longer sales cycles and product implementations, which may cause revenue and operating income to fluctuate or fail to meet expectations. Also, we would miss the opportunity to benefit from the higher average selling prices which are derived from newer and emerging packaging and test services. In addition, our choice of test equipment is important because obtaining the wrong test equipment or failing to understand market requirements will make us less competitive and will lower our asset utilization. In order to remain competitive, we must be able to upgrade or migrate our test equipment to respond to changing technological requirements.

The packaging and testing process is complex and our production yields and customer relationships may suffer from defects or malfunctions in our testing equipment or defective packages and the introduction of new packages.

      Semiconductor packaging and testing are complex processes that require significant technological and process expertise. Semiconductor testing involves sophisticated testing equipment and computer software. We develop computer software which is used to test our customers’ semiconductors. We also develop conversion software programs which enable us to test semiconductors on different types of testers. Similar to most software programs, these software programs are complex and may contain programming errors or “bugs.” In addition, the testing process is subject to operator error by our employees who operate our testing equipment and related software. Any significant defect in our testing or conversion software, malfunction in our testing equipment or operator error could reduce our production yields, damage our customer relationships and materially harm our business.

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      The packaging process is complex and involves a number of precise steps. Defective packages primarily result from:

•  contaminants in the manufacturing environment;

•  human error;

•  equipment malfunction;

•  defective raw materials; or

•  defective plating services.

      These and other factors have, from time to time, contributed to lower production yields. They may do so in the future, particularly as we expand our capacity or change our processing steps. In addition, to be competitive, we must continue to expand our offering of packages. Our production yields on new packages typically are significantly lower than our production yields on our more established packages.

      Our failure to maintain high standards or acceptable production yields, if significant and prolonged, could result in loss of customers, increased costs of production, delays, substantial amounts of returned goods and claims by customers relating thereto. Any of these problems could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to obtain packaging and testing equipment in a timely manner or on reasonably favorable terms and prices, we may be unable to meet customer demand and our revenue may decline.

      The semiconductor packaging and test business is capital intensive and requires investment in expensive capital equipment manufactured by a limited number of suppliers, which are located principally in the United States, Singapore, Europe, Korea and Japan. The market for capital equipment used in semiconductor testing is characterized, from time to time, by intense demand, limited supply and long delivery cycles. Our operations and expansion plans are highly dependent upon our ability to obtain a significant amount of such capital equipment from a limited number of suppliers. If we are unable to obtain certain equipment, such as testers and wire bonders, in a timely manner, we may be unable to fulfill our customers’ orders which would negatively impact our business, financial condition and results of operations.

      Generally, we have no binding supply agreements with any of our suppliers and we acquire our equipment on a purchase order basis, which exposes us to substantial risks. For example, increased levels of demand for the type of capital equipment required in our business may cause an increase in the price of such equipment and may lengthen delivery cycles, which could have a material adverse effect on our business, financial condition and results of operations. In addition, adverse fluctuations in foreign currency exchange rates, particularly the Japanese yen, could result in increased prices for certain equipment purchased by us, which could have a material adverse effect on our business, financial condition and results of operations.

We expect to incur significant capital expenditures in the future and therefore may require additional financing in the future which may not be available on terms favorable to us, if at all.

      Our capital expenditures are largely driven by the demand for our services. Our combined capital expenditures increased from $366.2 million in 2003 to $392.0 million in 2004 primarily as a result of an increase in demand for our services. In 2005, we expect that our capital expenditures will be approximately $300.0 million. To grow our business, we will need to increase our packaging and test capacity as well as replace existing equipment from time to time. This will require substantial capital expenditures for additional equipment and further expenditure to recruit and train new employees. These expenditures will likely be made in advance of increased sales. We cannot assure you that our net revenues will increase after these expenditures. Failure to increase our net revenues after these expenditures could have a material adverse effect on our business, financial condition and results of operations.

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      We may need to obtain additional debt or equity financing to fund our capital expenditures. Additional debt financing may be required which, if obtained, may:

•  limit the ability of our China subsidiaries to pay dividends or require us to seek consents for the payment of dividends, upon which we rely in order to pay the interest on the convertible notes;

•  increase our vulnerability to general adverse economic and industry conditions;

•  limit our ability to pursue our growth plan;

•  require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes; and

•  limit our flexibility in planning for, or reacting to, changes in our business and our industry.

      We cannot assure you that we will be able to obtain the additional financing on terms that are acceptable to us or at all.

We have entered into a number of financing arrangements that impose limitations on our actions which may limit our ability to maintain and grow our business.

      The terms of our 6.75% senior notes, zero coupon convertible notes, 1.75% convertible notes, 8.0% convertible subordinated notes, 2.5% convertible subordinated notes and Multicurrency Medium Term Notes program (the MTN Program) contain restrictions applicable to us that limit our ability to, among other things:

•  incur additional debt and issue certain preferred stock;

•  consolidate or merge with another entity;

•  create liens;

•  pay dividends, repurchase stock and make other distributions;

•  prepay subordinated debt;

•  make investments and other restricted payments;

•  enter into sale and leaseback transactions;

•  sell assets; and

•  enter into transactions with affiliates.

      As a result of these limitations, we may encounter difficulties obtaining the required consents from our existing lenders to conduct our business, in particular, to obtain the necessary financing to maintain or grow our business, on a timely basis or at all. This could have a material adverse effect on our business, financial condition and results of operations.

      A breach of any of the covenants or restrictions contained in any of the indentures could result in an event of default. Such default could allow our debt holders to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies, and/or to declare all borrowings outstanding thereunder to be due and payable. If our debt is accelerated, our assets may not be sufficient to repay such debt in full.

We generally do not have any long-term supply contracts with our raw materials suppliers and may not be able to obtain the raw materials required for our business, which could have a material adverse effect on our business.

      We obtain the materials we need for our packaging services from outside suppliers. We purchase all of our materials on a purchase order basis and have not generally entered into long-term contracts with our suppliers. If we cannot obtain sufficient quantities of materials at reasonable prices or if we are not able to pass on higher

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materials costs to our customers, this could have a material adverse effect on our business, financial condition and results of operations.

We may not be successful in our acquisitions and investments in other companies and businesses.

      From time to time, we may make acquisitions of, or investments in, other companies or businesses. In August 2004, we completed our merger with ChipPAC. In 2003, we set up a new manufacturing facility in Shanghai, China as a first step of its strategic plan to establish a significant manufacturing presence in China to service its existing international customers as well as engage the indigenous Chinese foundries and design houses. In 2001, we acquired a majority interest in Winstek Semiconductor Corporation, or Winstek, to enhance our position in the Taiwanese market.

      The success of any acquisitions and investments depends on a number of factors, including:

•  our ability to identify suitable opportunities for investment or acquisition;

•  our ability to finance any future acquisition or investment on terms acceptable to us or at all;

•  whether we are able to reach an acquisition or investment agreement on terms that are satisfactory to us or at all;

•  the extent to which we are able to exercise control over the acquired company;

•  the economic, business or other strategic objectives and goals of the acquired company compared to those of our company; and

•  our ability to successfully integrate the acquired company or business with our business.

      If we are unsuccessful in our acquisitions and investments, our financial condition may be materially adversely affected and we may be unable to realize the anticipated results or synergies from these acquisitions or investments.

We may not be able to compete successfully in our industry.

      The independent semiconductor test and assembly service, or SATS, industry is very competitive and diverse and requires us to be capable of testing increasingly complex semiconductors as well as bringing the most technologically advanced packages to market as quickly as our competitors. The industry comprises both large multi-national companies and small niche market competitors. We face substantial competition from a number of competitors, including, among others, Advanced Semiconductor Engineering, Inc., Amkor Technology, Inc., ASE Test Limited, and Siliconware Precision Industries Co., Ltd. Their facilities are primarily located in Asia.

      Each of these companies has significant manufacturing capacity, financial resources, research and development operations, marketing and other capabilities and has been in operation for some time. Such companies have also established relationships with many of our current or potential customers.

      We also face competition from the internal capabilities and capacity of many of our current and potential IDM customers. Many IDMs have greater financial, technical and other resources than we have and may rely on internal sources for packaging and test services for a number of reasons including due to:

•  their desire to realize higher utilization of their existing test and packaging capacity;

•  their unwillingness to disclose proprietary technology;

•  their possession of more advanced packaging and testing technologies; and

•  the guaranteed availability of their own packaging and test capacity.

      We cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors or that our customers will not rely on internal sources for test and packaging services, or that our business, financial condition and results of operations will not be adversely affected by such increased competition.

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Our intellectual property is important to our ability to succeed in our business but may be difficult to obtain and protect.

      Our ability to compete successfully and achieve future growth in net revenues will depend, in part, on our ability to develop and to protect our intellectual property and the intellectual property of our customers. We seek to protect proprietary information and know-how through patents, the use of confidentiality and non-disclosure agreements and limited access to and distribution of proprietary information. As of January 31, 2005, we held a total of approximately 300 patents comprising patents issued and pending patent applications. We have approximately 71 patents granted and allowed by the US Patent and Trademark office and approximately 55 patents registered or allowed in Singapore, Korea or other countries.

      We cannot assure you that any of our pending applications for patents will be granted, or, if granted, will not be challenged, invalidated or circumvented or will offer us any meaningful protection. Further, we cannot assure you that the Asian countries in which we market our products will protect our intellectual property rights in the same manner or to the same extent as the United States. Additionally, we cannot assure you that our competitors will not challenge our rights in such intellectual property, or develop, patent or gain access to similar know-how and technology, or reverse engineer our packaging services, or that any confidentiality and non-disclosure agreements upon which we rely to protect our trade secrets and other proprietary information will be adequate protection. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

      We have licenses to use third party patents, patent applications and other technology rights, as well as trademark rights, in the operation of our business. To the extent these licenses are not perpetual and irrevocable, we believe that these licenses will be renewable under normal or reasonable commercial terms upon their expiration. However, we may be unable to utilize the technologies under these licenses if they are not extended or otherwise renewed or if any of these licenses are terminated by the licensor. Alternatively, if we are able to renew these licenses, we cannot assure you that they will be renewed on the same terms as currently exist. Any termination of, or failure to extend or renew, these licenses could cause us to incur substantial liabilities and to suspend the services and processes that utilize these technologies.

We may be subject to intellectual property rights disputes which could materially adversely affect our business.

      Our ability to compete successfully will depend, in part, on our ability to operate without infringing the proprietary rights of others. However, we may not be aware of the intellectual property rights of others or whether such rights conflict with our rights, or be familiar with the laws governing such rights in certain countries in which our products and services are or may be sold. As the number of patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these rights increases, we may face more frequent patent and other intellectual property infringement claims brought by third parties.

      In the event that any valid claim is made against us, we could be required to:

•  stop using certain processes or other intellectual property;

•  cease manufacturing, using, importing or selling infringing packages;

•  pay substantial damages;

•  develop non-infringing technologies; or

•  attempt to acquire licenses to use the infringed technology.

      It is the nature of the semiconductor industry that, from time to time, we may receive communications alleging that we have infringed intellectual property rights of others. We may also, from time to time, receive from customers, requests for indemnification against pending or threatened infringement claims brought against such customers. We do not currently have any material third party allegations of or claims for indemnification against intellectual property infringement. However, we cannot assure you that the resolution of any future

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allegation or request for indemnification will not have a material adverse effect on our business or financial condition.

      Although we may seek licenses from or enter into agreements with third parties covering the intellectual property that we are allegedly infringing, we cannot assure you that any such licenses could be obtained on acceptable terms, if at all. We may also have to commence lawsuits against companies who infringe our intellectual property rights. Such claims could result in substantial costs and diversion of our resources.

      Should any of the disputes described above occur, our business, financial condition and results of operations could be materially adversely affected.

We are exposed to certain risks as a result of the significant ownership by Temasek Holdings (Private) Limited (Temasek Holdings), through its wholly-owned subsidiary. Temasek Holdings’ interests may conflict with your interests.

      Following a restructuring of the Temasek Holdings group of companies on December 31, 2004, Temasek Holdings acquired all of the shareholdings in Singapore Technologies Semiconductors Pte Ltd (STSPL) held by Temasek Holdings’ wholly-owned subsidiary, Singapore Technologies Pte Ltd. As of January 31, 2005, Temasek Holdings, through STSPL, beneficially owns approximately 36.69% of our outstanding ordinary shares. Temasek Holdings is the principal holding company through which the corporate investments of the Government of Singapore are held. As a result, Temasek Holdings will have significant influence over matters requiring the approval of our shareholders.

      Matters that typically require the approval of our shareholders include, among other things:

•  the election of directors;

•  the merger or consolidation of our company with any other entity;

•  any sale of all or substantially all of our assets; and

•  the timing and payment of dividends.

      The actions of Temasek and STSPL, particularly through the election of directors and subsequent selection of management by those directors, can affect our strategic decisions, our legal and capital structure and our day-to-day operations. This concentration of ownership may also delay, deter or prevent acts that would result in a change of control, which may be against the interests of holders of our ADSs and ordinary shares.

We may have conflicts of interest with our affiliates which may not be resolved in our favor.

      In the past, a substantial portion of our financing, as well as certain amounts of our net revenues, came from our affiliates, and we paid a management fee to Singapore Technologies Pte Ltd (STPL) for certain services. We have certain contractual and other business relationships and may engage in material transactions with the Government of Singapore, companies within the Temasek Holdings group, including Chartered Semiconductor Manufacturing Ltd (Chartered), which is one of our key customers. Although all new material related party transactions generally will require the approval of the audit committee of our Board of Directors and in certain circumstances may also require separate approval of a majority of our Board of Directors, circumstances may arise in which the interests of our affiliates may conflict with the interests of our other shareholders. In addition, Temasek Holdings and their affiliates make investments in various companies. They have invested in the past, and may invest in the future, in entities that compete with us. For example, affiliates of Temasek Holdings have investments in United Test & Assembly Center Ltd, a Singapore-based provider of semiconductor packaging and testing services for semiconductor logic/application — specific integrated circuits (ASICs) and memory products. In the context of negotiating commercial arrangements with affiliates, conflicts of interest have arisen in the past and may arise, in this or other contexts, in the future. We cannot assure you that any such conflicts of interest will be resolved in our favor.

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Loss of our key management and other personnel, or an inability to attract such management and other personnel, could impact our business.

      We depend on our key senior management to run our business. We do not maintain “key man” life insurance on any of our personnel. The loss of these persons could have a material adverse effect on our business, financial condition and results of operations, particularly if we are unable to find, relocate and integrate adequate replacements for any of these persons. Further, in order to develop or grow our business, we will require experienced technical, customer support, sales and management personnel and other skilled employees. We may be unable to attract or retain these persons. This could disrupt our operations or materially adversely affect the success of our business.

Investor confidence and the value of ADSs and ordinary shares may be adversely impacted if we or our independent registered public accounting firm are unable to provide adequate attestation over the adequacy of the internal control over our financial reporting as of December 31, 2006 as required by Section 404 of the Sarbanes-Oxley Act of 2002.

      We are subject to the SEC’s reporting obligations. The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting in its Annual Report on Form 10-K or Form 20-F, as the case may be, that contains an assessment by management of the effectiveness of the company’s internal control over financial reporting. In addition, the company’s independent registered public accounting firm must attest to and report on management’s assessment of the effectiveness of the company’s internal control over financial reporting. These requirements will first apply to our Annual Report on Form 20-F for the fiscal year ending December 31, 2006. Management may not conclude that our internal control over our financial reporting is effective. Moreover, even if management does conclude that our internal control over our financial reporting is effective, if our independent registered public accounting firm is not satisfied with our internal control over our financial reporting or the level at which our controls are documented, designed, operated or reviewed, or if the independent registered public accounting firm interprets the requirements, rules or regulations differently from us, then they may decline to attest to management’s assessment or may issue a report that is qualified. Any of these possible outcomes could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively impact the market price of ADSs and ordinary shares.

We need a controlled environment for our operations and any prolonged inability to maintain a clean room environment may disrupt our operations and materially adversely affect our business.

      Our packaging and testing operations take place in areas where air purity, temperature and humidity are controlled. If we are unable to control our packaging or testing environment, our packaging or test equipment may become nonfunctional or the tested and packaged semiconductors may be defective. If we experience prolonged interruption in our operations due to problems in the clean room environment, this could have a material adverse effect on our business, financial condition and results of operations.

Liabilities and obligations under certain environmental laws and regulations could require us to spend additional funds and could adversely affect our financial condition and results of operations.

      We are subject to a variety of environmental laws and regulations in the countries in which we have operations, including laws and regulations relating to the use, storage, discharge and disposal of hazardous materials and the chemical by-products of, and waste water discharges from, our packaging and testing processes. We may also be subject to liability under such laws and regulations for the investigation or cleanup of contamination caused by, or other damages associated with, the release of hazardous materials in connection with current or historical operations at our facilities or off-site locations. While we believe that we are currently in material compliance with such laws and regulations, failure to comply with such laws and regulations in the future could subject us to liabilities that may have an adverse effect on our financial condition and results of operations. While we believe that we do not face material liabilities associated with contamination conditions and that in some cases we have contractual indemnification agreements with predecessors relating to such conditions,

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should these predecessors become unable or unwilling to address these conditions, or should other yet unknown conditions be identified in the future that are not subject to such indemnification agreements, we could face environmental liabilities that may have an adverse effect on our financial condition and results of operations.

A fire or other calamity at one of our facilities could adversely affect us.

      We conduct our packaging and testing operations at a limited number of facilities. Significant damage at any of these facilities as a result of a fire or other calamity would have a material adverse effect on our business, financial conditions and results of operations. Some of the processes that we utilize in our operations place us at risk of fire and other damage. For example, highly flammable gases are used in the preparation of wafers holding semiconductor devices for flip-chip packaging. While we maintain insurance policies covering losses, including losses due to fire, which we consider to be adequate, we cannot assure you that it would be sufficient to cover all of our potential losses. Our insurance policies cover our buildings, machinery and equipment.

Research and development investments may not yield profitable and commercially viable packages or test services and thus will not necessarily result in increases in revenues for us.

      We invest significant resources in our research and development. However, research and development efforts may not yield commercially viable packages or test services. The qualification process for new packages and test services is conducted in various stages which may take one or more years to complete, and during each stage there is a substantial risk that we will have to abandon a potential package or test service which is no longer marketable and in which we have invested significant resources. In the event we are able to qualify new packages or test services, a significant amount of time will have elapsed between our investment in new packages or test services and the receipt of any related revenues. In addition, from time to time, our customers have requested, and may request, research and development services relating to the development of packages and/or services. These customers generally do not, and may not, reimburse us for our research and development expenses if the developed package or service does not achieve expected levels of demand or utilization.

Significant fluctuations in exchange rates may affect our financial condition and results of operations.

      Our financial statements are prepared in U.S. dollars. Our net revenues are generally denominated in U.S. dollars and operating expenses are generally incurred in U.S. dollars, Singapore dollars, Japanese yen, South Korean Won, Malaysian Ringgit, Chinese Renminbi and the New Taiwan dollar. Our capital expenditures are generally denominated in U.S. dollars, Singapore dollars, South Korean won, Japanese yen and other currencies. As a result, we are affected by significant fluctuations in foreign currency exchange rates among the U.S. dollar, the Singapore dollar, the Japanese yen and other currencies, including the South Korean Won, the Malaysian Ringgit, the Chinese Renminbi and the New Taiwan dollar.

Our ability to make further investments in our subsidiaries may be dependent on regulatory approvals.

      Our subsidiaries may require future equity-related financing, and any capital contributions to certain of our subsidiaries, including, but not limited to, Winstek and our China subsidiaries, may require the approval of the relevant authorities in the jurisdiction in which the subsidiary is incorporated. The approvals are required from the investment commissions or similar agency of the particular jurisdiction and relate to any initial or additional equity investment by foreign entities in local corporations. We may not be able to obtain any such approval in the future in a timely manner or at all.

If we encounter future labor problems, we may fail to deliver our products in a timely manner, which could adversely affect our revenues and profitability.

      The employees at our Icheon, South Korea facility are represented by the STATS ChipPAC Korea Labor Union and are covered by collective bargaining and wage agreements. The wage agreement is renewed every year, and the collective bargaining agreement, which covers basic union activities, working conditions and welfare programs, among other things, is renewed every other year. ChipPAC entered into a new wage agreement with the union in July 2004, which was retroactive to May 1, 2004, and is effective through April 30, 2005. As of

36

January 31, 2005, approximately 67.9% of our South Korean employees were represented by the STATS ChipPAC Korea Labor Union. We cannot assure you that issues with the labor union or other employees will be resolved favorably for us in the future, that we will not experience significant work stoppages in future years or that we will not record significant charges related to those work stoppages.

Because a significant portion of Winstek’s business and operations, the production facilities of many of our suppliers and customers and providers of complementary semiconductor manufacturing services are located in Taiwan, a severe earthquake could severely disrupt their normal operation and adversely affect our earnings.

      Taiwan is susceptible to earthquakes. For example, on March 31, 2002, Taiwan experienced a severe earthquake that caused significant property damage and loss of life, particularly in central Taiwan. This earthquake damaged production facilities and adversely affected the operations of many companies involved in the semiconductor and other industries. Our 54.5% owned subsidiary, Winstek, experienced no structural damage to its facilities and no damage to its machinery and equipment as a result of this earthquake. There were, however, interruptions to our production schedule primarily as a result of power outage caused by the earthquake. The production facilities of many of our suppliers and customers and providers of complementary semiconductor manufacturing services, including foundries, are located in Taiwan. If our customers are affected, it could result in a decline in the demand for our testing and packaging services. If suppliers and providers of complementary semiconductor manufacturing services are affected, our production schedule could be interrupted or delayed. As a result, a major earthquake in Taiwan could severely disrupt the normal operation of business, in particular Winstek’s business, and may have a material adverse effect on our financial condition and results of operations.

New laws and regulations, currency devaluation and political instability in countries in which we operate, particularly in South Korea, China, Malaysia and Taiwan could make it more difficult for us to operate successfully.

      A significant portion of our unit shipments are sent out to and substantially all of our packaging and test facilities are located in Singapore, South Korea, China, Malaysia and Taiwan. In addition, we believe that the end markets for certain of our key customers are located in Asia. We cannot determine if our future operations and earnings will be affected by new laws, new regulations, a volatile political climate, changes in or new interpretations of existing laws or regulations or other consequences of doing business outside the United States, particularly in these countries.

      Furthermore, the following are some of the risks inherent in doing business internationally:

•  regulatory limitations imposed by foreign governments;

•  fluctuations in currency exchange rates;

•  political, military and terrorist risks;

•  disruptions or delays in shipments caused by customs brokers or government agencies;

•  unexpected changes in regulatory requirements, tariffs, customs, duties and other trade barriers;

•  difficulties in staffing and managing foreign operations; and

potentially adverse tax consequences resulting from changes in tax laws.

      If future operations are negatively affected by these changes, our sales or profits may suffer.

We could suffer adverse tax and other financial consequences if taxing authorities do not agree with our interpretation of applicable tax laws.

      ChipPAC is our wholly-owned subsidiary. ChipPAC’s corporate structure and operations are based, in part, on interpretations of various tax laws, including withholding tax, and other relevant laws of applicable taxing jurisdictions. We cannot assure you that the taxing authorities will agree with our interpretations or that they will reach the same conclusions. For example, the South Korean National Tax Service (NTS) has informed ChipPAC

37

that it has made an assessment of approximately KRW 18.7 billion (approximately $18.1 million) against ChipPAC relating to withholding tax that it asserts should have been collected on interest paid on a loan from ChipPAC’s Hungarian subsidiary to its South Korean subsidiary. We believe that no withholding on the transaction in question is required under the prevailing tax treaty. We have appealed this assessment and believe that such assessment should be overturned. In the event that we are not successful with our appeal, we estimate that the maximum amount payable including potential interest and local surtax as at December 31, 2004 is estimated to be KRW 28.2 billion (approximately $27.2 million). However, our interpretations are not binding on any taxing authority and, if these foreign jurisdictions were to change or to modify the relevant laws, we could suffer adverse tax and other financial consequences or the anticipated benefits of ChipPAC’s corporate structure could be materially impaired.

Failure to receive necessary governmental consents and approvals or the imposition of restrictions or conditions by governmental authorities may limit the expected benefits of the combination of STATS and ChipPAC.

      Notwithstanding the successful completion of the combination of STATS and ChipPAC, governmental authorities could seek to block or challenge the merger as they deem necessary or desirable in the public interest. The governmental authorities also may impose restrictions or conditions on the merger that may seriously harm the combined company. These conditions could include a complete or partial license, divestiture, spin-off or the holding separate of assets or businesses. In addition, in some jurisdictions, a competitor, customer or other third party could initiate a private action under the antitrust laws challenging or seeking to enjoin the merger. We may not prevail, or may incur significant costs, in defending or settling any action under such antitrust laws.

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USE OF PROCEEDS

      We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive the old notes in like principal amount. The old notes surrendered in exchange for the new notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any change in our indebtedness or share capital.

CAPITALIZATION

      The following table sets forth our capitalization as of December 31, 2004. This exchange offer will have no impact on our capitalization.

			As of December 31, 2004
			Actual			As Adjusted
			(In thousands, except share
			data)
Short-term debt and current installments of long-term debt and obligations under capital leases			$	181,868		$	181,868
Long-term debt, excluding current installments:
	Notes offered in this offering (new notes)			—			215,000
	6.75% senior notes due 2011 (old notes)			215,000			—
	1.75% Convertible Notes due 2007			63,492			63,492
	Zero Coupon Convertible Notes due 2008			120,690			120,690
	ChipPAC’s 2.5% Convertible Subordinated Notes due 2008			150,000			150,000
	ChipPAC’s 8.0% Convertible Subordinated Notes due 2011			50,000			50,000
	Obligations under capital leases, excluding current installments			10,771			10,771
	Loan facilities			42,993			42,993
		Total debt		834,814			834,814
Shareholders’ equity:
	Ordinary shares, par value S$0.25 per share, 3,200,000,000 shares authorized; 1,944,330,450 shares issued and outstanding(1)			298,233			298,233
	Additional paid in capital			1,507,612			1,507,612
	Accumulated other comprehensive loss			(2,860	)		(2,860	)
	Accumulated deficit			(643,635	)		(643,635	)
		Total shareholders’ equity	$	1,159,350		$	1,159,350
		Total capitalization	$	1,994,164		$	1,994,164

(1)  Excluding (i) 369,234,959 ordinary shares reserved for issuance upon conversion of our convertible notes, (ii) 131,996,282 ordinary shares issuable upon the exercise of options granted and outstanding and (iii) 241,999,315 ordinary shares available for future issuance under our share plans, in each case as of December 31, 2004.

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EXCHANGE RATES

      The following table sets forth, for the fiscal years indicated, information concerning the exchange rates between Singapore dollars and U.S. dollars based on the average of the noon buying rate in the City of New York on the last business day of each month during the period for cable transfers in Singapore dollars as certified for customs purposes by the Federal Reserve Bank of New York. The table illustrates how many Singapore dollars it would take to buy one U.S. dollar. These transactions should not be construed as a representation that those Singapore dollar or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Singapore dollars, as the case may be, at any particular rate, the rate stated below, or at all.

	Singapore Dollars Per US$1.00
	Noon Buying Rate
	Average(1)		High		Low		Period End
Period
2000		1.73		1.76		1.65		1.73
2001		1.80		1.85		1.73		1.85
2002		1.79		1.85		1.73		1.74
2003		1.74		1.78		1.70		1.70
2004		1.69		1.73		1.63		1.63
September 2004		—		1.71		1.68		1.68
October 2004		—		1.69		1.66		1.66
November 2004		—		1.67		1.64		1.64
December 2004		—		1.65		1.63		1.64
January 2005		—		1.65		1.63		1.64
February 2005		—		1.65		1.62		1.62

(1)  The average of the daily noon buying rates on the last business day of each month during the year.

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UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED STATEMENT OF OPERATIONS

      The following unaudited pro forma condensed combined consolidated statement of operations gives effect to the merger between STATS and ChipPAC using the purchase method of accounting for the business combination.

      Pursuant to the merger, former ChipPAC stockholders received 0.87 (the exchange ratio) of a STATS ADS, and received cash in lieu of fractional ADSs that otherwise would have been issued, in exchange for each share of ChipPAC Class A common stock owned at the time of the consummation of the merger on August 5, 2004. In the merger, STATS issued to former ChipPAC stockholders 86.19 million ADSs.

      The unaudited pro forma condensed combined consolidated statement of operations for the year ended December 31, 2004 gives effect to the merger as if it had been consummated on January 1, 2004. The unaudited pro forma condensed combined consolidated statement of operations for the year ended December 31, 2004 combine the historical consolidated statement of operations of STATS for the year ended December 31, 2004 with the historical consolidated statement of operations of ChipPAC for the period from January 1, 2004 through August 4, 2004, respectively, after giving effect to adjustments arising from applying the purchase method of accounting.

      The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been consummated on January 1, 2004 nor is it necessarily indicative of the future operating results or financial position of the combined company. See “Forward-Looking Statements.” Under the purchase method of accounting, the total purchase price was allocated to ChipPAC’s assets based on their estimated fair value. A valuation was conducted in order to assist STATS’ management in determining the fair values of a significant portion of ChipPAC’s assets and was considered by STATS’ management in estimating the fair values of ChipPAC’s assets reflected in the unaudited pro forma condensed combined consolidated financial statements. The final allocation of purchase price is subject to adjustments for a period not to exceed one year from the consummation date (the allocation period) in accordance with SFAS No. 141, “Business Combinations” and Emerging Issues Task Force (EIFT) Issue No. 95-3, “Recognition of Liabilities in connection with a Purchase Business Combination.” The allocation period is intended to differentiate between amounts that are determined as a result of the identification and valuation process required by SFAS No. 141 for all assets acquired and liabilities assumed and amounts that are determined as a result of information that was not previously obtained being obtained. The pro forma statement of operations should be read in conjunction with the accompanying notes thereto and with STATS’ and ChipPAC’s historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

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UNAUDITED PRO FORMA CONDENSED

COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2004

(In thousands, except per share data)

			Historical						Pro Forma
			Year Ended			Pro Forma			Year Ended
			December 31, 2004			Adjustments			December 31, 2004
Net revenues			$	769,121		$	315,044	(a)	$	1,084,165
Cost of revenues				(643,540	)		(256,777	)(a)		(898,687	)
							70	(b)
							1,560	(c)
Gross profit				125,581						185,478
Operating expenses:
	Selling, general and administrative			84,965			22,179	(a)		136,661
							29,339	(b)
							(39	)(c)
							831	(d)
							(614	)(e)
	Research and development			17,637			7,103	(a)		25,136
							417	(b)
							(21	)(c)
	Goodwill impairment			453,000						453,000
	Other general expenses, net			(464	)		124	(a)(h)		(340	)
		Total operating expenses		555,138						614,457
Operating income (loss)				(429,557	)					(428,979	)
Other income (expense):
	Interest income		$	4,430		$	279	(a)	$	4,709
	Interest expense			(28,816	)		(18,055	)(a)		(44,170	)
							2,701	(f)
	Foreign currency exchange gain (loss)			(1,122	)		(211	)(a)		(1,333	)
	Other non-operating loss, net			(936	)		(207	)(a)		(1,143	)
		Total other income (expense)		(26,444	)					(41,937	)
Loss before income taxes				(456,001	)					(470,916	)
Income tax expense				(7,894	)		(1,919	)(a)		(9,951	)
							(138	)(g)
Loss before minority interest				(463,895	)					(480,867	)
Minority interest				(3,828	)					(3,828	)
Net loss			$	(467,723	)				$	(484,695	)
Net income (loss) per ordinary share:
	Basic and diluted		$	(0.33	)				$	(0.25	)
Net income (loss) per ADS:
	Basic and diluted		$	(3.27	)				$	(2.52	)
Ordinary shares used in per ordinary share calculation:
	Basic and diluted			1,428,954						1,920,913
ADS used in per ADS calculation:
	Basic and diluted			142,895						192,091

See accompanying notes to unaudited pro forma condensed combined consolidated statement of operations.

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Notes To Unaudited Pro Forma Condensed

Combined Consolidated Statements of Operations

Note 1 Basis of Pro Forma Presentation

      On August 5, 2004, STATS and ChipPAC consummated the previously announced merger which resulted in ChipPAC becoming a wholly-owned subsidiary of STATS. The transaction has been accounted for using the purchase method. Subsequent to the merger, STATS was renamed STATS ChipPAC Ltd.

      The number of STATS ADSs issued pursuant to the merger was 86.19 million, determined based upon the exchange ratio of 0.87 STATS ADSs for each share of ChipPAC Class A common stock and the number of outstanding shares of ChipPAC Class A common stock as of August 5, 2004. The average market price per STATS ADS of $12.402 is based upon an average of the closing prices for a range of trading days (February 8 through 12, 2004) around February 10, 2004, the date on which the merger was announced.

      The fair values of STATS substitute options, both vested and unvested, were determined using a Black-Scholes valuation model with the following assumptions: no dividend yield; an expected volatility of 62.47%, and a risk-free interest rate of 3.12%. The model assumed an expected life of five to seven years for vested and unvested options.

      The number of STATS ordinary shares that are subject to STATS substitute options in connection with the merger is 76.5 million, based upon the total number of shares of ChipPAC Class A common stock subject to outstanding ChipPAC options as of August 5, 2004, at an exercise price range of $0.15 to $1.47 per STATS ordinary share.

      Based on the above, the estimated total purchase price of the ChipPAC acquisition is as follows (in thousands):

Value of STATS ADSs issued		$	1,068,955
Value of STATS substitute options			74,548
Total value of STATS securities			1,143,503
Estimated direct transaction costs			9,369
	Total estimated purchase price	$	1,152,872

      Under the purchase method of accounting, the total estimated purchase price as shown in the table above is allocated to ChipPAC’s net tangible and identifiable intangible assets based on their estimated fair values as at the merger date. In determining the price allocation, management considered, among other factors, its intention for use of acquired assets as well as historical demand and estimates of future demand for ChipPAC’s products and

43

services. Based on these assumptions described in the introduction to these unaudited pro forma condensed combined consolidated financial statements, the estimated purchase price is allocated as follows (in thousands):

Current and other assets		$	170,332
Property, plant and equipment			447,568
Current liabilities			(161,203	)
Long-term debts			(375,519	)
Other long-term liabilities			(51,924	)
	Net assets		29,254
Amortizable intangible assets:
	Tradenames		7,700
	Technology and intellectual property		32,000
	Customer relationships		99,300
	Software and licenses		8,218
Unearned compensation on unvested options			2,011
Goodwill			974,389
		$	1,152,872

      Of the total estimated purchase price, a preliminary estimate of $29.3 million has been allocated to net assets assumed and approximately $147.2 million has been allocated to amortizable identifiable intangible assets acquired. The final allocation of purchase price is subject to adjustments for a period not to exceed one year from the consummation date.

      The fair value of tangible assets was estimated primarily based on the cost and sales comparison approaches. In applying the cost approach, the replacement or reproduction cost estimates for the buildings, machinery and other equipment were based on indexed original costs or manufacturer reported replacement costs. Original historical cost data was segregated by appraisal class and year of acquisition, and indexed to estimated reproduction cost. Inflation trend factors were derived using indices from nationally recognized indexes. Replacement or reproduction costs were reduced by depreciation factors that reflect the estimated physical deterioration and functional obsolescence of assets. The sales comparison approach was used for tangible assets that have an active resale market. Similar assets recently sold or offered for sale were analyzed and their prices adjusted to reflect the difference between the comparable asset and the asset and the conditions of the sale to estimate the value of the acquired assets.

      The fair value assigned to intangible assets was estimated by discounting the estimated future cash flows of the intangibles assets to their present value. The cash flow estimates used for technology and intellectual property were based on estimates of product revenue and appropriate royalty rates (based on an analysis of rates for similar technologies and forecast product margins). The cash flow estimates used for customer relationships were based on estimates of revenue attributed to the current customers and the programs they have been qualified on as well as the profitability attributed to each. The rate used to discount these net cash flows was determined after consideration of market returns on debt and equity capital, the weighted average return on invested capital, the nature of each asset and the risk associated with achieving the forecast.

      The combined company expects to amortize the fair value of the ChipPAC tradename on a straight-line basis over an estimated life of seven years.

      Technology and intellectual property relates to ChipPAC’s technology for ball grid array, lead-frame and chip scale package. The combined company expects to amortize the fair value of these assets on a straight-line basis over an average estimated life of ten years.

      Customer relationships represent those customers with which ChipPAC has current sales relationships. The combined company expects to amortize the fair value of these assets on a straight-line basis over an average estimated life of two years.

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      The combined company recorded $2.1 million of unearned compensation on unvested options in accordance with the Financial Accounting Standards Board (FASB) Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation”. This amount represents the intrinsic value of stock options assumed that is earned as the employees provide services over the next four years.

      Of the total estimated purchase price, approximately $974.4 million has been allocated to goodwill. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with the SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill and intangible assets with indefinite lives resulting from business combinations completed subsequent to June 30, 2001 will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present).

      The unaudited pro forma condensed combined consolidated statement of operations for the year ended December 31, 2004 reflect how the merger might have affected STATS’ historical financial statements had the merger been consummated at an earlier time. The pro forma adjustments related to the unaudited pro forma condensed combined consolidated statement of operations assume the merger was consummated as of January 1, 2004. The assumptions involved in the pro forma adjustments to the unaudited pro forma condensed combined consolidated statement of operations are explained in Note 2 below.

Note 2 Pro Forma Adjustments

      Pro forma adjustments are necessary to reflect amortization expense related to the estimated amortizable intangible assets, to reflect changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible assets, to reflect the impact on interest expense of the amortization of the fair value adjustment to long-term debt, to reflect the adjustment for merger related expenses not expected to recur in the future, to reflect amortization of unearned compensation on unvested options, to reflect fair value adjustment to operating lease commitments, and to reflect the income tax effect related to the pro forma adjustments.

      No pro forma adjustments were required to conform ChipPAC’s accounting policies to STATS’ accounting policies. Certain reclassifications have been made to conform ChipPAC’s historical amounts to STATS’ presentation.

      The pro forma combined provision for income taxes does not reflect the amounts that would have resulted had STATS and ChipPAC filed consolidated income tax returns during the periods presented.

      The pro forma adjustments included in the unaudited pro forma condensed combined consolidated statement of operations are as follows (in thousands):

      a) To reflect the historical ChipPAC results for the corresponding period.

      b) To recognize amortization of identified intangible assets arising from the merger over their estimated useful lives, net of the elimination of intangible asset amortization expense included in the historical ChipPAC results.

      c) To record depreciation of property, plant and equipment based on their estimated fair value and eliminate the depreciation charge included in the historical ChipPAC results.

      d) To record stock compensation charges related to unvested options assumed. The charge is based on the intrinsic value of these options on August 5, 2004 for options outstanding on August 5, 2004. The unearned compensation related to the unvested options is being amortized over the remaining estimated graded vesting periods, which range from 0.0 to 3.1 years.

      e) To record fair value adjustment to operating lease commitments.

      f) To reflect the amortization of the premium on assumed long-term debt resulting from recording the debt at fair value over the remaining period to maturity using the interest method.

      g) To record the deferred tax charge resulting from the pro forma adjustments related to depreciation expense.

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      h) ChipPAC Inc.’s merger related expenses of $22.6m, which were expensed as incurred, is excluded from the pro forma condensed combined consolidated statement of operations as these expenses are not expected to recur in the future.

Note 3 Pro Forma Earnings Per STATS Ordinary Share and Per STATS ADSs

      The pro forma basic and diluted earnings per STATS ordinary share and earnings per STATS ADS are based on the weighted average number of shares of STATS ordinary shares and STATS ADSs outstanding during each period and weighted average number of ChipPAC Class A common stock outstanding during each period multiplied by the exchange ratio.

	Year Ended
	December 31, 2004
	(In thousands)
Weighted average number of STATS shares		1,428,954
Weighted average number of STATS shares in exchange for ChipPAC shares		491,959
Weighted average number of STATS shares after the consummation of the merger		1,920,913

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF STATS CHIPPAC

      The following selected historical consolidated financial data of STATS as of December 31, 2003 and of STATS ChipPAC as of December 31, 2004 and for each of the years ended December 31, 2002 and 2003 with respect to STATS and for the year ended December 31, 2004 with respect to STATS ChipPAC are derived from STATS’ or, as the case may be, STATS ChipPAC’s audited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial data of STATS as of December 31, 2000, 2001 and 2002 and for each of the years ended December 31, 2000 and 2001 are derived from STATS’ audited consolidated financial statements, which are not included in this prospectus. Our consolidated financial statements are prepared in accordance with U.S. GAAP.

      You should read the following selected historical consolidated financial data in conjunction with the consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

			Year Ended December 31,
			2000(7)			2001(7)			2002(7)			2003(7)			2004(7)
			(In thousands, except per share data and ratios)
Consolidated Statement of Operations Data:
Net revenues			$	331,271		$	145,866		$	225,738		$	380,691		$	769,121
Cost of revenues				(231,944	)		(217,789	)		(247,943	)		(328,014	)		(643,540	)
Gross profit (loss)				99,327			(71,923	)		(22,205	)		52,677			125,581
Operating expenses:
	Selling, general and administrative(1)			41,246			37,065			36,693			36,475			84,965
	Research and development			14,636			15,160			18,856			15,295			17,637
	Goodwill impairment(2)			—			—			—			—			453,000
	Equipment impairments(3)			—			23,735			14,666			—			—
	Prepaid leases written off(4)			—			3,145			764			—			—
	Other general expenses (income), net			(22	)		101			548			374			(464	)
		Total operating expenses		55,860			79,206			71,527			52,144			555,138
Operating income (loss)				43,467			(151,129	)		(93,732	)		533			(429,557	)
Other income (expense), net:
	Interest income (expense), net			8,214			5,222			(5,143	)		(9,209	)		(24,386	)
	Foreign currency exchange gain (loss)			2,018			775			(512	)		1,634			(1,122	)
	Other non-operating income (expense), net			3,525			1,990			3,419			7,570			(936	)
		Total other income (expense), net		13,757			7,987			(2,236	)		(5	)		(26,444	)
Income (loss) before income taxes			$	57,224		$	(143,142	)	$	(95,968	)	$	528		$	(456,001	)
Income tax benefit (expense)				(2,865	)		8,810			7,163			(705	)		(7,894	)
Net income (loss) before minority interest				54,359			(134,332	)		(88,805	)		(177	)		(463,895	)
Minority interest				—			313			(514	)		(1,539	)		(3,828	)
Net income (loss)			$	54,359		$	(134,019	)	$	(89,319	)	$	(1,716	)	$	(467,723	)
Net income (loss) per ordinary share:
	Basic		$	0.06		$	(0.14	)	$	(0.09	)	$	(0.00	)	$	(0.33	)
	Diluted		$	0.06		$	(0.14	)	$	(0.09	)	$	(0.00	)	$	(0.33	)
Net income (loss) per ADS:
	Basic		$	0.56		$	(1.36	)	$	(0.90	)	$	(0.02	)	$	(3.27	)
	Diluted		$	0.56		$	(1.36	)	$	(0.90	)	$	(0.02	)	$	(3.27	)

47

		Year Ended December 31,
		2000(7)			2001(7)			2002(7)			2003(7)			2004(7)
		(In thousands, except per share data and ratios)
Ordinary shares used in per ordinary share calculation:
	Basic		962,828			989,083			991,549			1,005,374			1,428,954
	Diluted		970,631			989,083			991,549			1,005,374			1,428,954
ADSs used in per ADS calculation:
	Basic		96,283			98,908			99,155			100,537			142,895
	Diluted		97,063			98,908			99,155			100,537			142,895
Consolidated Balance Sheet Data (at year end):
Cash, cash equivalents and short-term marketable securities		$	153,219		$	118,894		$	179,621		$	324,307		$	229,569
Working capital (deficit)			188,521			109,447			165,851			328,583			124,028
Total assets			711,758			576,578			721,968			993,852			2,271,702
Total debt(5)			44,398			38,343			252,036			371,738			834,814
Shareholders’ equity			585,197			452,795			366,512			475,956			1,159,350
Share capital		$	159,461		$	159,961		$	160,295		$	172,434		$	298,233
Ordinary shares outstanding			986,172			989,683			992,115			1,076,620			1,944,330
Other Financial Data:
Depreciation and amortization, including amortization of debt issuance costs		$	72,419		$	100,342		$	106,348		$	121,765		$	190,596
Amortization of leasing prepayments		$	14,829		$	24,618		$	19,222		$	11,732		$	25,718
Capital expenditures			276,895			62,360			134,650			231,907			270,785
Net cash provided by operating activities			130,100			41,332			28,497			82,548			136,617
Net cash used in investing activities			(326,061	)		(44,268	)		(156,653	)		(174,270	)		(264,824	)
Net cash provided by (used in) financing activities		$	321,738		$	(22,732	)	$	180,623		$	234,674		$	41,128
Ratio of earnings to fixed charges(6)			7.6	x		—			—			1.0	x		—

*  Not meaningful.

(1)	Includes stock-based compensation expenses of $448, $1,024, $60, $97 and $658 in 2000, 2001, 2002, 2003 and 2004, respectively.
(2)	We recorded impairment charges of $453,000 in 2004 on our goodwill associated with purchase accounting for the acquisition of ChipPAC.
(3)	The impairment charges were recognized in 2001 in accordance with SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of” and in 2002 in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”
(4)	STATS recorded impairment charges of $3,145 in 2001 and $764 in 2002 to write off prepaid leases for testers for which STATS had no expectation of future use.
(5)	Total debt is defined as the sum of long-term debt, short-term debt and capital lease obligations.
(6)	For purposes of computing ratio of earnings to fixed charges, earnings is defined as income (loss) before income taxes adjusted for fixed charges. Fixed charges are interest expense and the portion of operating lease rental expense that are deemed by us to be representative of the interest factor. Earnings for the years ended December 31, 2001, 2002 and 2004 were inadequate to cover fixed charges by $143,100, $96,000 and $456,000, respectively.
(7)	STATS’ financial statements for the years ended December 31, 2000, 2001, 2002 and 2003 were audited by KPMG and STATS ChipPAC’s financial statements for the year ended December 31, 2004 were audited by PricewaterhouseCoopers, Singapore.

48

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CHIPPAC

      The following selected historical consolidated financial data of ChipPAC as of December 31, 2002 and 2003 and for each of the years ended December 31, 2001, 2002 and 2003 are derived from ChipPAC’s audited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2000 and 2001 and for the year ended December 31, 2000 are derived from ChipPAC’s audited consolidated financial statements, which are not included in this prospectus. The selected historical consolidated financial data of ChipPAC as of June 30, 2004 and for the six months ended June 30, 2003 and 2004 are derived from ChipPAC’s unaudited condensed consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial data of ChipPAC as of June 30, 2003 are derived from ChipPAC’s unaudited condensed consolidated financial statements, which are not included in this prospectus. The unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of ChipPAC’s results of operations for these periods. The unaudited results of operations data for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for any other interim period or for the full year. The interim period ended on June 27, 2004, the Sunday nearest June 30, 2004. ChipPAC’s consolidated financial statements are prepared in accordance with U.S. GAAP.

      You should read the following selected historical consolidated financial data in conjunction with ChipPAC’s consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

																Six Months Ended
				Year Ended December 31,												June 30,
				2000			2001			2002			2003			2003			2004
				(In thousands, except per share data and ratios)
Consolidated Statement of Operations Data:
Revenues				$	494,411		$	328,701		$	363,666		$	429,189		$	195,412		$	269,481
Cost of revenues					(385,267	)		(297,588	)		(308,065	)		(365,299	)		(168,784	)		(218,534	)
Gross profit					109,144			31,113			55,601			63,890			26,628			50,947
Operating expenses:
	Selling, general and administrative				34,799			31,199			38,159			38,241			17,931			18,965
	Research and development				12,015			14,223			10,110			11,661			5,960			5,991
	Restructuring, write-down of impaired assets and other charges				—			40,920			(661	)		13,619			—			4,735
			Total operating expenses		46,814			86,342			47,608			63,521			23,891			29,691
Operating income (loss)					62,330			(55,229	)		7,993			369			2,737			21,256
Non-operating (income) expense:
	Interest expense			$	39,432		$	37,214		$	31,986		$	30,887		$	14,890		$	15,566
	Interest income				(843	)		(688	)		(626	)		(828	)		(309	)		(260	)
	Foreign currency (gain) loss				(2,168	)		(187	)		1,029			35			216			364
	Loss from early debt extinguishment				2,390			—			3,005			1,182			1,182			—
	Gain on sale of building				—			—			—			(3,929	)		—			—
	Other income, net				7,849			(410	)		(546	)		(197	)		(116	)		(360	)
		Total non-operating expenses			46,660			35,929			34,848			27,150			15,863			15,310
Income (loss) before income taxes					15,670			(91,158	)		(26,855	)		(26,781	)		(13,126	)		5,946
Provision for income tax					(3,614	)		(2,578	)		(2,000	)		(2,000	)		(1,000	)		(1,742	)
Net income (loss)				$	12,056		$	(93,736	)	$	(28,855	)	$	(28,781	)	$	(14,126	)	$	4,204

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														Six Months Ended
		Year Ended December 31,												June 30,
		2000			2001			2002			2003			2003			2004
		(In thousands, except per share data and ratios)
Net income (loss) per share:
	Basic	$	0.05		$	(1.36	)	$	(0.33	)	$	(0.30	)	$	(0.15	)	$	0.04
	Diluted	$	0.05		$	(1.36	)	$	(0.33	)	$	(0.30	)	$	(0.15	)	$	0.04
Shares used in per share calculation:
	Basic		57,067			68,878			87,430			95,554			94,742			98,061
	Diluted		58,253			68,878			87,430			95,554			94,742			101,707
Consolidated Balance Sheet Data (at period end):
Cash, cash equivalents and short-term investments		$	18,850		$	41,872		$	44,173		$	59,708		$	111,703		$	22,426
Working capital			(16,296	)		(17,981	)		34,395			52,932			100,456			5,957
Total assets			469,245			430,715			470,204			579,331			572,209			625,167
Total debt(1)			298,000			383,627			267,887			365,000			365,000			381,129
Total shareholders’ equity (deficit)		$	65,697		$	(23,226	)	$	115,544		$	95,043		$	104,136		$	105,180
Other Financial Data:
Depreciation and amortization		$	45,049		$	59,909		$	58,949		$	70,090		$	33,149		$	41,022
Capital expenditures			93,174			46,392			78,910			134,280			44,800			99,717
Net cash provided by (used in) operating activities			46,214			(3,916	)		39,546			50,829			22,768			42,606
Net cash used in investing activities			(130,460	)		(58,982	)		(98,427	)		(160,354	)		(97,910	)		(58,856	)
Net cash provided by (used in) financing activities		$	70,979		$	85,920		$	51,182		$	100,074		$	94,692		$	13,679
Ratio of earnings to fixed charges(2)			1.4	x		—			—			—			—			1.4x

(1)

Total debt is defined as the sum of long-term debt, short-term debt and capital lease obligations.

(2)

For purposes of computing ChipPAC’s ratio of earnings to fixed charges, earnings is defined as income (loss) before provision for income taxes adjusted for fixed charges. Fixed charges are interest expense including amortization of debt issuance cost plus the portion of interest expense under operating leases deemed by us to be representative of the interest factor. For the years ended December 31, 2001, 2002 and 2003, and the six months ended June 30, 2003, earnings were insufficient to cover fixed charges by $91.2 million, $26.9 million, $26.8 million and $13.1 million, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

STATS ChipPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

Factors Affecting Our Results of Operations

Cyclicality of the Semiconductor Industry

      Our results of operations are influenced by the state of the global semiconductor industry which is highly cyclical. Beginning in the fourth quarter of the calendar year 2000, the industry experienced a downturn which continued through 2001 and 2002. This downturn had a significant adverse impact on our sales and financial performance, as customers reduced purchase orders to reflect inventory corrections and lower demand experienced in their end-user markets. The semiconductor industry started a modest recovery in late 2002 and continued its recovery momentum throughout 2003 and the first half of 2004. In late 2004, however, we experienced a softening of our business as our customers corrected their excess inventory positions. Industry outlook for 2005 published by recognized industry research analysts and associations are highly mixed, with some projecting growth rates of up to 5% and others projecting declines of up to 5%. Our net revenues decreased 56.0% in 2001 due to the 2001 downturn. Our net revenues consequently increased 54.8% to $225.7 million in 2002. In 2003, our net revenues grew 68.6% over 2002 to $380.7 million and in 2004, our revenues grew further by 102.0% to $769.1 million (although this increase was to a large extent, also due to our acquisition of ChipPAC). We continue to expect that the cyclicality of the semiconductor industry will impact our results of operations.

Declining Prices

      The semiconductor industry is characterized by price erosion which can have a material adverse effect on our revenues and gross margins, particularly when coupled with declining capacity utilization. Prices of our products at a given level of technology decline over the product life cycle, commanding a premium in the earlier stages and declining towards the end of the cycle. To maintain our profitability, we offset decreases in average selling prices by improving our capacity utilization rates and production efficiency, or by shifting to higher margin test and packaging services. In addition, we continue to develop and offer test and packaging services which command higher margins. We expect average selling prices to fluctuate depending on our product mix in any given period.

Cost of Revenues

      Our results of operations are generally affected by the capital-intensive nature of our business. Our cost of revenues include depreciation expense, attributed overhead such as facility rental, operating costs and property taxes and insurance, cost of labor and materials and cost of leasing equipment. Our fixed cost comprised largely the expenses related to our test and packaging equipment. Depreciation of our equipment and machinery is generally provided on a straight-line basis over their estimated useful lives of eight years. We routinely review the remaining estimated useful lives of our equipment and machinery to determine if such lives should be adjusted due to changes in technology, production techniques and our customer base. However, due to the nature of our testing operations, which may include sudden changes in demand in the end markets, and due to the fact that certain equipment are dedicated to specific customers, we may not be able to accurately anticipate declines in the utility of our machinery and equipment. Consequently, impairment charges on our equipment and machinery may be necessary in the future. Our variable costs comprised cost of materials, payroll and operating supplies. The cost of our packaging services will typically include a higher proportion of variable costs. Our variable costs may be subject to various global economic factors such as gold prices, oil prices and fluctuations in foreign exchange rates.

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Capacity Utilization Rates

      Increases or decreases in capacity utilization rates can have a significant effect on gross profit margins since the unit cost of test and packaging services generally decreases as fixed charges, such as depreciation expense and equipment leasing costs, are allocated over a larger number of units. We expanded our test and packaging capabilities in 2000 and significantly increased the number of testers and wire bonders. The expansion of our test and packaging capabilities by the end of 2000 allowed a significant increase in our net revenues. However, the capacity utilization of our facilities decreased significantly in 2001 as a result of the downturn in the semiconductor industry. The semiconductor industry is still recovering from the worst downturn in its history and our utilization has improved year over year from 2001 to 2004. Our ability to manage our gross profit margins will continue to depend in part on our ability to effectively manage utilization rates.

      Goodwill and Intangible Assets. As a result of accounting for the merger using the purchase accounting method, we recorded goodwill and other intangible assets upon the merger with ChipPAC amounting to $974.4 million and $147.2 million, respectively. Goodwill is recorded when the cost of an acquisition exceeds the fair market value of the net tangible and identifiable intangible assets acquired. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually. These tests are performed more frequently whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment losses are recorded when the carrying amount of goodwill and intangible assets exceeds their respective implied fair values. We performed an impairment review at the end of 2004 and recorded an impairment charge of $453.0 million to our results of operations for the year ended December 31, 2004 on our goodwill associated with the acquisition of ChipPAC, as determined by an independent appraiser using a combination of market multiples and fair values. We believe that the decline in the fair values of the ChipPAC reporting units were due primarily to:-

      (a) longer than expected slow-down in the industry beginning late 2004 as customers corrected excess inventory position. This reduction in demand, coupled with the competitive pressures in the testing and packaging business, affected our short-term earnings expectation; and

      (b) a revision of the industry outlook beyond 2005 as compared to the time the merger was announced.

We may be required in the future to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or other intangible assets is determined. Should an impairment be determined to have occurred, such impairment losses are recorded as a part of income from continuing operations and this will likely have a significant adverse effect on our results of operations.

Critical Accounting Policies

      We believe the following accounting policies are critical to its business operations and the understanding of its results of operations. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of its financial statements and the reported amounts of revenues and expenses during the reporting period. If actual results differ significantly from the estimates and assumptions, there could be a material adverse effect on our financial statements.

Revenue Recognition, Allowance For Doubtful Debts, Trade Discounts and Allowances and Sales Returns

      We derive revenue primarily from wafer probe, packaging and testing of semiconductor integrated circuits. Net revenues represent the invoiced value of services rendered, net of returns, trade discounts and allowances, and excluding goods and services tax.

      Revenue is recognized when there is evidence of an arrangement, fees are fixed or determinable, collectibility is reasonably assured, the service has been rendered, the revenue to be recognized is billable under the terms of the arrangement and not contingent upon completion of undelivered services, and, where applicable, delivery has occurred and risk of loss has passed to the customer. Such policies are consistent with the provisions in Securities Exchange Commission’s Staff Account Bulletin No. 104 “Revenue Recognition in Financial Statements.”

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      Our sales arrangement include probe, packaging or test services sold on a standalone basis, as well as multiple-element arrangements where probe, packaging, test, and in some cases, pre-production and post-production services are provided together. The allocation of revenue to each unit of accounting based on fair value, determined by reference to prices of services sold on a standalone basis, is critical judgement and estimate. Changes in the determination of the allocation could impact the timing of such revenue.

      We generally do not take ownership of customer supplied semiconductors as these materials are sent to us on a consignment basis. Accordingly, the value of the customer supplied materials are neither reflected in revenue nor in cost of revenue.

      We make estimates of potential sales returns and discounts which we allow for volume purchases and early payments as a deduction from gross revenue based on our historical experience and expectations of our customers’ ultimate purchase levels and payment timing. Actual revenues may differ from our estimates if future customer purchases or payment timing differ from our estimates, which may happen as a result of changes in general economic conditions, market demand for our customers’ products, or desire by our customers’ interest in achieving payment timing discounts. Our actual returns and discounts have not historically been significantly different from our estimates.

      Similarly, we make estimates of the collectibility of our accounts receivable. We review the accounts receivable on a periodic basis and make specific allowance when there is doubt as to the collectibility of individual accounts. In evaluating the collectibility of individual receivable balances, we consider the age of the balance, the customer’s historical payment history, its current creditworthiness and current economic trends. We believe that we adequately manage our credit risk through our credit evaluation process, credit policies and credit control and collection procedures. Additional allowances may be required in the future if the financial condition of our customers or general economic conditions deteriorate. Our actual uncollectible accounts have not historically been significantly different from our estimates.

Valuation of Inventory

      The valuation of inventory requires us to estimate obsolete or excess inventory as well as inventory that is not of saleable quality. The determination of obsolete or excess inventory requires us to estimate the future demand from our customers within specific time horizons, generally six months or less. The estimates of future demand that we use in the valuation of inventories are the forecasts provided by our customers. If our inventory for specific customer forecast is greater than actual demand, we may be required to record additional inventory reserves, which would have a negative impact on our gross margin.

      Our inventories are stated at the lower of cost, determined on the weighted average basis, and market value, as estimated by us. Cost is generally computed on a standard cost basis, based on normal capacity utilization, with unrecovered costs arising from underutilization of capacity expensed when incurred.

Depreciation and Amortization

      Our operations are capital intensive and we have significant investment in testing and packaging equipment. We depreciate our property, plant and equipment based on our estimate of the period that we expect to derive economic benefits from their use. Our estimates of economic useful lives are set based on historical experience, future expectations and the likelihood of technological obsolescence arising from changes in production techniques or in market demand for the use of our equipment and machinery. However, business conditions, underlying technology and customers’ requirements may change in the future which could cause a change in the useful lives. Any change in useful lives could have a significant effect on our future operating results.

      In the third quarter of 2003, we completed a review of the estimated useful lives of our packaging equipment. As a result, effective from July 1, 2003, the lives used to depreciate certain packaging equipment were changed prospectively from five years to seven years. The change reflects longer actual service periods being achieved and expected to be achieved from similar new equipment. The impact of this change was a reduction to depreciation expense of $6.8 million for the year ended December 31, 2003.

53

      In the third quarter of 2004, following the consummation of the merger, we adopted ChipPAC’s policy to depreciate equipment and machinery on a straight line basis over eight years. The impact of this change is depreciation savings of $23.7 million for year ended December 31, 2004. Our decision to change the estimated useful lives of the packaging and test equipment was based on the following:

•  historical experience for equipment in the China and Malaysia factories

•  expected economic life of assets

•  equipment’s potential re-use among product lines

•  prevailing industry practice

•  consultation with equipment manufacturers

      We believe that our principal competitors depreciate their packaging assets over periods of six to eight years.

Valuation of Property, Plant and Equipment

      We review property, plant and equipment for impairment whenever events or changes in market conditions indicate that the carrying amounts may not be recoverable. Management judgment is critical in assessing whether events have occurred that may impact the carrying value of property, plant and equipment.

      Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted net cash flows expected to be generated from the asset. If the carrying amount of the asset exceeds the future undiscounted net cash flows, such assets are considered to be impaired and an impairment charge is recognized for the amount that the carrying value of the asset exceeds its fair value. In determining the fair value of machinery and equipment, we consider offers to purchase such equipment and expected future discounted cash flows. Due to the nature of our business, which may include sudden changes in demand in the end markets and due to the fact that certain equipment is dedicated to specific customers, we may not be able to anticipate declines in the utility of our machinery and equipment. Generally, we consider consecutive quarterly utilization rates declines or projected utilization deterioration as principal factors for our impairment review. Consequently, additional impairment charges may be necessary in the future and this could have a significant negative impact on its future operating results.

      We recorded asset impairment charges of $23.7 million and $14.7 million in 2001 and 2002, respectively. Similar assessments were performed in respect of operating lease prepayments resulting in the write-offs of prepaid leases of $3.1 million and $0.8 million in 2001 and 2002, respectively. These impairment charges relate primarily to our testing equipment and are primarily based on expected future discounted cash flows from identified tester platforms. The impairments were mainly attributed to significant adverse changes indicated by trends in our testing platform utilization rates. We did not record any impairment changes in 2003 and 2004.

Deferred Tax Asset

      We record a deferred tax asset when we believes that it is more likely than not that the deferred tax asset will be realized. The deferred tax effects of the tax losses, unutilized capital allowances carried forward and temporary differences arising primarily from property, plant and equipment are recognized because they are expected to be offset against future taxable income.

      In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, the assessment will be made if it is more likely than not that the deferred tax assets will realized. The amount of the deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income during the carry forward period differ materially from current estimates. In the event that we are not able to

54

realize the deferred tax assets, an adjustment to the deferred tax asset would be charged to income in the period such determination was made which would result in a reduction of our net income.

      For a discussion of significant items in deferred tax asset, see “Note 14. Income Taxes” in the notes to our audited financial statements.

Valuation of Goodwill

      We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We determine the fair value based on a weighting of income and market approaches. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Under the market approach, we estimate the fair value based on market multiples of revenue or earnings for comparable companies. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference.

      Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

      We performed an impairment review of the goodwill associated with the acquisition of ChipPAC at the end of 2004 with the determination of fair value supplemented by independent appraisal and recorded an impairment charge of $453.0 million to our results of operations for the year ended December 31, 2004.

Results of Operations

      The following table sets forth certain operating data as a percentage of net revenues for the periods indicated:

		Year Ended December 31,
		2002			2003			2004
Net revenues
	Packaging — array		14.8			20.6			40.6
	Packaging — leaded		34.0			26.9			20.9
	Test and other services		51.2			52.5			38.5
Total net revenues			100.0	%		100.0	%		100.0	%
Gross profit (loss)			(9.8	)		13.8			16.3
Selling, general and administrative			16.3			9.6			11.0
Research and development			8.4			4.0			2.3
Goodwill and asset impairments			6.5			0.0			58.9
Prepaid leases written off			0.3			0.0			0.0
Others, net			0.2			0.1			(0.1	)
Operating income (loss)			(41.5	)%		0.1	%		(55.9	)%

55

Year Ended December 31, 2004 Compared to Year ended December 31, 2003

Net Revenues

      We derive revenues primarily from test and packaging of array and leaded packages. Net revenues were $769.1 million for the year ended December 31, 2004, an increase of 102.0% compared to $380.7 million for the year ended December 31, 2003. The increase was mainly from ChipPAC’s operations which were consolidated on August 5, 2004 and increase in unit shipments. Effective our merger, revenue attributable to ChipPAC’s operations has had a relatively larger impact on our packaging revenues than on our test revenues.

      Unit volumes of our total packaging increased 244.9% in 2004 as compared to 2003. Test revenue for the year ended December 31, 2004 increased 47.9% compared to the year ended December 31, 2003. Our packaging revenue in 2004 increased 161.6% compared to 2003. Average selling prices for our services have generally declined over product life cycles. Average selling prices per pin for packaging services for the year ended December 31, 2004 increased 5.3% compared to the year ended December 31, 2003, primarily due to changes in product mix.

      For the year ended December 31, 2004, revenues from communications market increased by 108.2% over the year ended December 31, 2003, and contributed 60.1% of our revenues in the year ended December 31, 2004 as compared to 58.3% of our revenues in the year ended December 31, 2003. The revenue from communications remained relatively strong with continued demand for more complex, higher functionality mobile phone and infrastructure products. Revenue from personal computers market contributed 22.7% of our revenue in the year ended December 31, 2004 and represented an increase of 53.8% over the year ended December 31, in 2003. We expect to continue to be dependent on the communications and personal computer markets for substantially all of our revenues.

Gross profit

      Gross profit during the year ended December 31, 2004 was $125.6 million, an increase of $72.9 million as compared to $52.7 million for the year ended December 31, 2003. Gross margin as a percent of revenue was 16.3% as compared to 13.8% in 2003. For the year ended December 31, 2004, gross profit improved primarily as a result of higher equipment utilization, depreciation savings from the change in equipment useful lives and continued cost control measures. Overall equipment utilization was approximately 69% for the year ended December 31, 2004 as compared to 66% for the year ended December 31, 2003. We continued to see pressure to reduce average selling prices in 2004. Our cost of revenues consists principally of fixed costs such as depreciation and leasing expenses and variable costs such as direct and indirect labor, materials and overhead expenses. We also experienced continued higher cost as a result of external global economic factors such as higher gold prices, higher oil prices, and the adverse effect of the strengthening of the Singapore dollar, South Korean won and Japanese yen against the U.S. dollar when compared to 2003.

Selling, general and administrative expenses

      Selling, general and administrative expenses were $85.0 million for the year ended December 31, 2004, as compared to $36.5 million in 2003, an increase of 132.9% from the year ended December 31, 2003. As a percentage of revenues, selling, general and administrative expenses were 11.0% for the year ended December 31, 2004, compared to 9.6% for the year ended December 31, 2003. The increase in selling, general and administrative expenses was due primarily to the inclusion of merger and integration expenses and ChipPAC expenses which amounted to $41.2 million, inclusive of the amortization of the intangible assets which amounted to $21.1 million for the year ended December 31, 2004 and stock-based compensation expenses of $0.7 million mainly resulting from the expensing of the unearned compensation on uninvested options recorded in the ChipPAC acquisition. Continued measures to control costs and manage discretionary expenses in 2004, were partially offset by the additional headcount employed in 2004.

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Research and development

      Research and development expenses for the year ended December 31, 2004 were $17.6 million versus $15.3 million for the year ended December 31, 2003, an increase of $2.3 million. Research and development expenses had increased primarily due to the inclusion of ChipPAC expenses which amounted to $6.1 million, inclusive of the amortization of the acquired intangible assets which amounted to $1.3 million, for the year ended December 31, 2004. However, expenses were partially offset by a reduction in expenses due to higher government grant income, depreciation savings from the change in equipment useful lives and continued cost control.

Asset impairment

      As required by US GAAP, we performed our annual valuation of goodwill. Based on the valuation, we took a special, non-cash charge of $453.0 million in our operating results. This charge does not affect operating results of prior periods and will have no future cash impact. The goodwill arose from the purchase accounting for the acquisition of ChipPAC. The majority of the purchase price was derived from share values near the announcement date as required by US GAAP and resulted in $974 million of goodwill. In the future, we will perform a test for goodwill impairment at least annually as required by US GAAP.

Net interest income (expense)

      Net interest expense was $24.4 million compared to $9.2 million in 2003. Net interest expense consisted of interest income of $4.4 million and interest expense of $28.8 million in 2004 and interest income of $4.8 million and interest expense of $14.0 million in 2003. The decrease in interest income for the year ended December 31, 2004 was primarily due to lower yields on the marketable debt held by us. The increase in interest expense was primarily due to interest on debts assumed as a result of our merger with ChipPAC and our accrued interest on the $215.0 million 6.75% senior subordinated notes. Total outstanding interest-bearing debt was $834.8 million and $371.7 million as of December 31, 2004 and 2003, respectively.

Foreign currency exchange gain (loss)

      Net foreign currency exchange loss was $1.1 million for the year ended December 31, 2004, as compared to net foreign currency exchange gain of $1.6 million for the year ended December 31, 2003. These non-cash losses and gains were primarily due to the fluctuations between the exchange rate of the United States dollar and the Singapore dollar, the South Korean won and the Japanese yen.

Income taxes

      We have recorded a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. In the event that deferred tax assets would be realizable in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. We have a mix of tax rates across the various jurisdictions in which we do business. Our primary tax jurisdictions are Singapore, South Korea, China, Malaysia, Taiwan and the United States of America. Our consolidated income taxes were $7.9 million for the year ended December 31, 2004 as compared to $0.7 million for the year ended December 31, 2003.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Net revenues

      We derive revenues primarily from test and packaging of array and leaded packages. Net revenues increased 68.6% from $225.7 million in 2002 to $380.7 million in 2003. Net revenues from test services increased 73.2% from $115.4 million in 2002 to $199.9 million in 2003 mainly due to a 60.0%, or $78.2 million, increase in unit shipments from 2002, and a 4.8%, or $6.2 million, increase in average selling prices. Net revenues from packaging services increased 63.9% from $110.3 million in 2002 to $180.8 million in 2003 mainly due to a 67.1%, or $99.0 million, increase in unit shipments from 2002 partially offset by a 2.9%, or $28.5 million,

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decline due principally to a change in product mix. Contribution from Winstek also increased from $17.6 million in 2002 to $31.0 million in 2003. STATS ChipPAC Test Services, Inc. (formerly STATS FastRamp), which commenced operations in January 2002 contributed $11.7 million to net revenues and primarily to our test revenue.

      Revenues from the communications segment increased more than revenues from other segments, contributing 58.3% of our net revenues, followed by the personal computers segment at 29.9% of our net revenues. The increase in the communications segment was largely due to shipments to the mobile phone and infrastructure markets. We expect to continue to be dependent on the communications and personal computers segments for a substantial portion of our net revenues. We derived 80.8% and 81.3% of our net revenues for 2002 and 2003, respectively, from customers headquartered in the United States and expect to continue to depend on such customers for a substantial portion of our net revenues in the foreseeable future.

      Average selling prices for our services generally have declined over product life cycles, particularly for our packaging services. Average selling prices of our packaging services for 2003 declined 3% as compared to an 11% decline in average selling prices in 2002. We expect that average selling prices for our packaging and test services will continue to decline in the future. Historically, we have been able to partially offset the effect of price declines by successfully developing and marketing new higher margin products, such as advanced leaded and array packages, by negotiating lower prices with our materials vendors, and by implementing engineering and technological changes in our packaging and test processes which resulted in reduced manufacturing costs. To the extent that we are not able to offset any price increases in the future, our gross margins would be negatively affected.

Gross profit

      Gross profit in 2003 was $52.7 million, or a gross margin of 13.8%, as compared to gross loss of $22.2 million, or gross margin of negative 9.8%, in 2002. The improvement in gross margin from 2002 was principally due to higher capacity utilization and cost control that was partially offset by the appreciation of the Singapore dollar against the United States dollar. Our cost of revenues consists principally of fixed costs such as depreciation and leasing expense, and variable costs such as direct and indirect labor, materials and overhead expenses. Because a substantial portion of our costs at our factories is fixed, relatively small increases or decreases in capacity utilization may have a significant effect on our profitability. Aggregate capacity utilization improved throughout 2003. In the second half of 2003, we began to experience increases in substrate material costs as a result of supply shortages, although as a percentage of revenues, the total cost of materials declined in 2003 as a result of some pricing benefits we leveraged with the increased volume purchases in 2003. We have enhanced our supply base, including by entering into a supply arrangement with Simmtech (as a result of which we expect Simmtech to be a major supplier of our substrate requirements in 2004) and alliances with certain substrate suppliers, and do not expect substrate materials availability to be a significant issue in the near future. However, our performance in 2004 will be dependent upon our ability to procure materials, such as substrates, at a reasonable cost. Cost of revenue as a percentage of revenue decreased from 109.8% in 2002 to 86.2% in 2003, resulting in a gross profit in 2003.

Selling, general and administrative expenses

      Selling, general and administrative expenses mainly consist of salaries and benefits for sales, marketing, general and administrative employees, depreciation of non-production equipment and professional fees. Selling, general and administrative expenses decreased marginally by 0.6% from $36.7 million in 2002 to $36.5 million in 2003 and decreased as a percentage of net revenues from 16.3% in 2002 to 9.6% in 2003. We lowered our discretionary spending and other expenses in 2003. This decrease in expenses was offset by higher bonus provisions in 2003 and higher insurance premiums in 2003. The 2002 selling, general and administrative expenses included a one-time payment of $1.0 million to our former Chairman in 2002 in recognition of his past services.

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Research and development expenses

      Research and development expenses mainly consist of salaries and benefits of research and development personnel, depreciation of research and development equipment and related supplies. Research and development expenses decreased 18.9% from $18.9 million in 2002, or 8.4% of net revenues in 2002, to $15.3 million in 2003, or 4.0% of net revenues in 2003. The decrease in 2003 was mainly due to lower headcount as we transferred the personnel to production upon completion of a wafer process project.

Asset impairment and prepaid leases written-down

      We recognized asset impairment charges of $14.7 million for 2002, of which $11.1 million was for tester equipment held for use and $3.6 million was for equipment held for sale. The carrying values of these assets were written down to the estimated fair value and will continue to be depreciated over their remaining useful lives. There were no asset impairment charges recognized in 2003.

      We wrote-down prepaid leases of tester equipment of $0.8 million in 2002. The impairments and write-downs were taken because continued softness in demand in the end-markets to which certain of our equipment was dedicated had reduced the anticipated future usage of such equipment. There were no write-downs of prepaid leases of tester equipment in 2003.

Net interest income (expense)

      Net interest expense was $5.1 million in 2002 compared to $9.2 million in 2003. Net interest expense consisted of interest income of $5.3 million and interest expense of $10.4 million in 2002 and interest income of $4.8 million and interest expense of $14.0 million in 2003. The interest income was earned on our marketable debt securities and fixed-term time deposits with various financial institutions. The lower interest income earned in 2003 was due primarily to the general decline in interest rates. Interest expense primarily comprised interest accrued and paid on our convertible notes and bank borrowings by Winstek. The increase in interest expense in 2003 was primarily due to our fixed-interest convertible notes issued in October 2003 as well as an increase in bank borrowings drawn by Winstek of $23.2 million.

Foreign currency exchange gain (loss)

      We recognized an exchange gain of $1.6 million in 2003 compared to an exchange loss of $0.5 million in 2002, due primarily to currency fluctuations of the U.S. dollar against the Singapore dollar, the Japanese yen and the New Taiwan dollar.

Other non-operating income (expenses)

      Other non-operating income was $3.4 million in 2002 and $7.6 million in 2003. The increase was due to gains from sales of marketable securities and amortization for the deferred grant for development activities from the Singapore Economic Development Board, or EDB, under its Research and Incentive Scheme for Companies.

Income Taxes

      Income tax benefit was $7.2 million in 2002 and income tax expense was $0.7 million in 2003. The income tax benefit of $7.2 million in 2002 comprised income tax expense of $1.0 million and deferred tax benefit of $8.2 million. The income tax expense of $0.7 million in 2003 comprised income tax expense of $1.9 million and a deferred tax benefit of $1.2 million. The income tax expense for both years was principally due to Singapore tax on interest income generated principally from the investment of excess cash in fixed-term time deposits and marketable debt securities. The deferred tax benefit of $8.2 million in 2002 and $1.2 million in 2003 resulted principally from recognizing the deferred tax benefit associated with tax losses, unutilized capital allowances carried forward and temporary differences arising primarily from property, plant and equipment.

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Quarterly Results

      The following table sets forth our unaudited results of operations, including as a percentage of net revenue, for the eight fiscal quarters ended December 31, 2004. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly the selected quarterly information when read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. Our results of operations have varied and may continue to vary significantly from quarter to quarter and are not necessarily indicative of the results of any future periods.

	Quarter Ended
	Mar-03			Jun-03			Sep-03			Dec-03			Mar-04			Jun-04			Sep-04			Dec-04
	(In thousands of US $)
Net revenues		75,531			87,602			97,922			119,636			132,328			138,995			231,951			265,847
Cost of revenues		72,015			77,680			81,517			96,802			111,949			114,358			193,600			223,634
Gross profit		3,516			9,922			16,405			22,834			20,379			24,637			38,351			42,213
Operating expenses:
Selling, general and administrative		8,704			8,273			9,288			10,210			10,252			11,648			28,286			34,778
Research and development		4,492			4,033			3,550			3,220			3,086			2,903			5,781			5,867
Goodwill impairment		—			—			—			—			—			—			—			453,000
Others, net		(387	)		281			77			403			(37	)		(511	)		11			73
Total operating expenses		12,809			12,587			12,915			13,833			13,301			14,040			34,078			493,718
Operating income (loss)		(9,293	)		(2,665	)		3,490			9,001			7,078			10,597			4,273			(451,505	)
Other income (expenses):
Interest income (expenses) net		(1,666	)		(1,911	)		(2,467	)		(3,165	)		(3,328	)		(3,620	)		(8,365	)		(9,073	)
Foreign currency exchange gain (loss)		(236	)		389			(132	)		1,613			1,026			(1,299	)		151			(1,000	)
Other non-operating income (expenses), net		990			5,176			1,022			383			81			(435	)		(438	)		(144	)
Total other income (expenses)		(912	)		3,654			(1,577	)		(1,169	)		(2,221	)		(5,354	)		(8,652	)		(10,217	)
Income (loss) before income taxes		(10,205	)		989			1,913			7,832			4,857			5,243			(4,379	)		(461,722	)
Income tax benefit (expense)		1,111			(1,273	)		(565	)		22			(509	)		(123	)		(1,713	)		(5,549	)
Income (loss) before minority interest		(9,094	)		(284	)		1,348			7,854			4,348			5,120			(6,092	)		(467,271	)
Minority interest		(533	)		(418	)		(572	)		(16	)		(282	)		(463	)		(1,352	)		(1,731	)
Net income (loss)		(9,627	)		(702	)		776			7,838			4,066			4,657			(7,444	)		(469,002	)

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	As A Percentage Of Revenues
	Mar-03			Jun-03			Sep-03			Dec-03			Mar-04			Jun-04			Sep-04			Dec-04
Net revenues		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues		95.3	%		88.7	%		83.2	%		80.9	%		84.6	%		82.3	%		83.5	%		84.1	%
Gross profit		4.7	%		11.3	%		16.8	%		19.1	%		15.4	%		17.7	%		16.5	%		15.9	%
Operating expenses:
Selling, general and administrative		11.5	%		9.4	%		9.5	%		8.5	%		7.7	%		8.5	%		12.2	%		13.1	%
Research and development		5.9	%		4.6	%		3.6	%		2.7	%		2.3	%		2.1	%		2.5	%		2.2	%
Goodwill impairment		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		170.4	%
Others, net		(0.4	)%		0.3	%		0.2	%		0.4	%		0.1	%		(0.5	)%		0.0	%		0.0	%
Total operating expenses		17.0	%		14.3	%		13.3	%		11.6	%		10.1	%		10.1	%		14.7	%		185.7	%
Operating income (loss)		(12.3	)%		(3.0	)%		3.5	%		7.5	%		5.3	%		7.6	%		1.8	%		(169.8	)%
Other income (expenses):
Interest income (expenses) net		(2.2	)%		(2.2	)%		(2.5	)%		(2.6	)%		(2.5	)%		(2.6	)%		(3.6	)%		(3.4	)%
Foreign currency exchange gain (loss)		(0.3	)%		0.4	%		(0.1	)%		1.3	%		0.8	%		(0.9	)%		0.1	%		(0.4	)%
Other non-operating income (expenses), net		1.3	%		5.9	%		1.1	%		0.3	%		0.1	%		(0.3	)%		(0.2	)%		(0.1	)%
Total other income (expenses)		(1.2	)%		4.1	%		(1.5	)%		(1.0	)%		(1.6	)%		(3.8	)%		(3.7	)%		(3.9	)%
Income (loss) before income taxes		(13.5	)%		1.1	%		2.0	%		6.5	%		3.7	%		3.8	%		(1.9	)%		(173.7	)%
Income tax benefit (expense)		1.5	%		(1.4	)%		(0.6	)%		0.0	%		(0.4	)%		(0.1	)%		(0.7	)%		(2.1	)%
Income (loss) before minority interest		(12.0	)%		(0.3	)%		1.4	%		6.6	%		3.3	%		3.7	%		(2.6	)%		(175.8	)%
Minority interest		(0.7	)%		(0.5	)%		(0.6	)%		0.0	%		(0.2	)%		(0.3	)%		(0.6	)%		(0.6	)%
Net income (loss)		(12.7	)%		(0.8	)%		0.8	%		6.6	%		3.1	%		3.4	%		(3.2	)%		(176.4	)%

STATS ChipPAC’s Liquidity and Capital Resources

      Our principal source of liquidity as of December 31, 2004 consisted of $247.7 million of cash, cash equivalents and marketable securities. Our liquidity needs primarily arise from the outstanding debts of STATS ChipPAC, working capital needs and the funding of capital expenditures. Our capital expenditures are largely driven by the demand for our services, primarily to increase our packaging and testing capacity and to replace packaging and testing equipment from time-to-time. We expect this to be about $300.0 million in 2005 as our capital expenditure spending continues to be targeted at demand we see from our customers. We spent $270.8 million on capital expenditures during the year ended December 31, 2004, as compared to $231.9 million in capital expenditures during the year ended December 31, 2003.

Cash Flows From Operating Activities

      For the year ended December 31, 2004, cash provided by operations was $136.6 million as compared to $82.5 million for the year ended December 31, 2003. Cash provided and used by operations is calculated by adjusting our net income (loss) by non-cash related items such as depreciation and amortization, accretion of discount (premium) on certain of our outstanding notes, amortization of debt issuance cost, impairment of goodwill, loss (gain) from sale of assets, deferred income taxes, foreign currency exchange loss (gain), minority interest and by changes in assets and liabilities. During the year ended December 31, 2004, non-cash related items included $453.0 million of goodwill impairment charges, $216.3 million related to depreciation and amortization, $11.4 million from the accretion of discount and premium, $0.1 million from loss on sale of assets, $15.0 million from the deferred taxes and $3.8 million from the minority interest in income of our subsidiary. Working capital uses of cash included increases in inventories, other receivables, prepaid expenses and other assets and decreases in accounts payable, accrued operating expenses and other payables. Working capital source of cash included decrease in accounts receivable and amounts due from affiliates.

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Cash Flows From Investing Activities

      For the year ended December 31, 2004, cash used in investing activities was $264.8 million versus $174.3 million for the year ended December 31, 2003. The primary usage of cash in investing activities were related to the acquisition of property and equipment of $287.6 million during 2004 and $209.3 million during 2003. The increase in capital expenditure is directly related to our increase in revenues and forecasted demand from customers. In the year ended December 31, 2004 and 2003, we invested in marketable securities which amounted to $160.9 million and $43.9 million respectively and received proceeds from the sale or maturity of our marketable securities of $177.2 million and $83.3 million, respectively. In the year ended December 31, 2004, we recorded $7.2 million of net cash acquired in the merger with ChipPAC.

Cash Flows From Financing Activities

      For the year ended December 31, 2004, cash provided by financing activities was $41.1 million as compared to cash provided by financing activities of $234.7 million for the year ended December 31, 2003. During the year ended December 31, 2004, $107.6 million was borrowed and $81.0 million was repaid on our borrowings and debts as compared to $49.8 million and $47.1 million respectively for the year ended December 31, 2003. For the year ended December 31, 2004, we raised $210.5 million from the issue of our 6.75% senior notes due 2011, net of expenses and repurchased the $165.0 million face value 12.75% ChipPAC senior notes at an aggregate consideration of $175.5 million and repurchased $16.5 million aggregate principal of our 1.75% convertible notes at an aggregate consideration of $18.1 million. For the year ended December 31, 2003, we raised $112.3 million from the issue of a $115 million zero coupon notes due 2008, net of expenses. In addition, $7.2 million and $12.9 million of capital lease payments were made during the year ended December 31, 2004 and 2003, respectively. During the year ended December 31, 2004 and 2003, $2.0 million and $117.5 million respectively was provided by the issuance of new shares.

Off-Balance Sheet Arrangements

      Other than the guarantee provided on our 2.5% convertible notes and 6.75% senior notes (see Note 28: Condensed Consolidating Financial Information) and the tax guarantee to the South Korean Tax Authorities as discussed below, we have no performance guarantees. We also have no investment in any unconsolidated entities. Our off-balance sheet commitments are limited to operating leases, royalty/license agreements, purchase obligations and contingent payments to Cirrus Logic, Inc., assumed in the merger with ChipPAC, with respect to the purchase of test assets. Our total off-balance sheet obligations are approximately $161.1 million as of December 31, 2004.

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      Our total commitments on our loans, capital lease, operating leases, and other agreements as of December 31, 2004, were as follows (in thousands):

				Payments Due
				Within						More Than
				1 Year		1-3 Years		3-5 Years		5 Years		Total
On balance sheet commitments:
	1.75% convertible notes due 2007			$	137,107	$	63,492	$	—	$	—	$	200,599
	Zero coupon convertible notes due 2008				—		—		120,690		—		120,690
	2.5% convertible subordinated notes due 2008				—		—		150,000		—		150,000
	8% convertible subordinated notes due 2011				—		—		—		50,000		50,000
	6.75% senior notes due 2011				—		—		—		215,000		215,000
	Capital lease obligations				7,587		10,771		—		—		18,358
	Long-term loans				17,300		34,099		8,894		—		60,293
	Short-term loans				19,874		—		—		—		19,874
			Total on balance sheet commitments		181,868		108,362		279,584		265,000		834,814
Off balance sheet commitments:
	Operating leases				12,792		18,906		10,226		30,908		72,832
	Royalty/ licensing agreements				476		1,100		634		—		2,210
	Contingent payments to Cirrus				1,000		1,500		—		—		2,500
	Purchase obligations				—		—		—		—		—
		— Capital commitments			36,315		—		—		—		36,315
		— Inventory purchase commitments			47,210		—		—		—		47,210
			Total off balance sheet commitments		97,793		21,506		10,860		30,908		161,067
			Total commitments	$	279,661	$	129,868	$	290,444	$	295,908	$	995,881

Contingencies

      In connection with the merger with ChipPAC, we assumed certain contingent liabilities. In 2002, an assessment of approximately 16.0 billion South Korean Won (approximately $15.5 million) made by the South Korean National Tax Service, or NTS, relating to withholding tax not collected on the interest income on the loan between the ChipPAC’s subsidiaries in South Korea and Hungary for the period from 1999 to September 2001. The prevailing tax treaty does not require withholding on the transactions in question. ChipPAC has appealed the assessment through the NTS’s Mutual Agreement Procedure (“MAP”) and believes that the assessment will be overturned. On July 18, 2002, the Icheon tax office of the NTS approved a suspension of the proposed assessment until resolution of the disputed assessment. The NTS required a corporate guarantee amounting to the tax assessment in exchange for the suspension. ChipPAC complied with the guarantee request on July 10, 2002. A further assessment of 2.7 billion South Korean Won (approximately $2.6 million) was made on January 9, 2004, for the interest from October 2001 to May 2002. ChipPAC has applied for the MAP and obtained an approval for a suspension of the proposed assessment by providing a corporate guarantee amounting to the additional taxes. In the event that we are not successful with the appeal, the maximum amount payable including potential interest and local surtax as of December 31, 2004 is estimated to be 28.2 billion South Korean Won (approximately $27.2 million). We do not believe that the outcome of the resolution of this matter will have a material adverse effect on our financial position, results of operations or cash flows. As of December 31, 2004, no accrual has been made. However, our evaluation of the likely impact of the above contingent liabilities could change in the future and may result in additional liability assumed in the initial purchase of ChipPAC.

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Financing Arrangements

      In August 2004, in connection with the merger of ChipPAC, we consolidated all the outstanding borrowings of ChipPAC. The face value of ChipPAC’s borrowings consisted of $165.0 million of 12.75% senior subordinated notes due 2009, $50.0 million of 8.0% convertible subordinated notes due 2011, $150.0 million of 2.5% convertible subordinated notes due 2008, $12.2 million of capital lease obligations and $11.8 million of foreign lines of credit with rates ranging from 2.1% to 2.9%. The borrowings had an aggregate fair value of $399.5 million on the acquisition date.

      As of December 31, 2004, our total debt outstanding consisted of $834.8 million of borrowings, which included $183.5 million of 1.75% convertible notes due 2007, $115.0 million of zero coupon convertible notes due 2008, $215.0 million of 6.75% senior subordinated notes due 2011, $50.0 million of 8.0% convertible subordinated notes due 2011, $150.0 million of 2.5% convertible subordinated notes due 2008 and other long- and short- term borrowings.

      On October 7, 2004, we drew down $50.0 million under a multi-currency line of credit with Oversea-Chinese Banking Corporation Limited, to pay part of the purchase price for the repurchase of ChipPAC’s 12.75% senior subordinated notes due 2009. On November 18, 2004, we repaid the $50.0 million outstanding under the multi-currency line of credit with Oversea-Chinese Banking Corporation Limited with proceeds from our offering of the 6.75% senior notes described below.

      In October 2004, we completed the tender offer and consent solicitation of any and all of the outstanding 12.75% senior subordinated notes due 2009 (the “12.75% Senior Notes”) issued by our indirect wholly-owned subsidiary ChipPAC International Company Limited (“ChipPAC International”). ChipPAC International received valid tenders of 12.75% Senior Notes and deliveries of related consents from holders of approximately 62.1%, or $102.5 million aggregate principal amount, of 12.75% Senior Notes outstanding. ChipPAC International paid approximately $109.1 million, plus accrued and unpaid interest, for the 12.75% Senior Notes validly tendered and related consents validly delivered.

      In October 2004, ChipPAC solicited consents from holders of the 2.5% convertible subordinated notes due 2008 (the “Notes”) to amend certain provisions of the indenture pursuant to which the Notes were issued. The consents from the majority of the outstanding principal amount of the Notes were received in November 2004 and resulted in the effectiveness of the supplemental indenture. ChipPAC paid approximately $0.3 million to Note holders who delivered consents in November 2004. The Notes are guaranteed by us, but not any of our direct or indirect subsidiaries, on a subordinated basis.

      On November 18, 2004, we offered $215.0 million of 6.75% senior notes due 2011 in a private placement. We received approximately $209.3 million after deducting debt issuance costs. The net proceeds were used to redeem or repurchase the remaining 37.9%, or $62.5 million aggregate principal amount, of the 12.75% Senior Notes outstanding at the redemption price of 106.375% of the principal amount thereof, plus accrued and unpaid interest, as permitted under the indenture governing such notes and to repay the $50.0 million outstanding with Oversea-Chinese Banking Corporation Limited. The remaining proceeds will be used for general corporate purposes and pending such use, we have invested the proceeds in short-term investments.

      Between December 9 to 15, 2004, we repurchased $16.5 million aggregate principal of the 1.75% convertible notes due 2007 with our existing cash on hand. Pursuant to the indenture governing our 1.75% convertible notes due 2007, we received demands for redemption of $125.4 million aggregate principal amount of our 1.75% convertible notes due 2007 from the note holders. The total amount payable in respect of the redeemed 1.75% convertible notes due 2007, including interest is $139.8 million. We expect to finance the redemption from cash and lines of credit.

      As of December 31, 2004, we had available lines of credit (excluding the MTN program), including those available to our consolidated subsidiaries, amounting to an aggregate of $296.7 million, of which $99.2 million was utilized. We believe that our cash on hand, existing credit facilities and anticipated cash flows from operations will be sufficient to meet our currently anticipated capital requirements, as well as capital lease and debt service repayment obligations for 2005.

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      If our capital requirements exceed our expectations as a result of higher than anticipated growth in the semiconductor industry, acquisition or investment opportunities, the expansion of our business or otherwise, or if our cash flows from operations are lower than anticipated, including as a result of an unexpected decrease in demand for our services due to a downturn in the semiconductor industry or otherwise, we may be required to obtain additional debt or equity financing from time to time depending on prevailing market conditions. In such events, there can be no assurance that additional financing will be available or, if available, that such financings will be obtained on terms favorable to us.

      We will continue to be exposed to fluctuations in currency exchange rates and interest rates and we may continue to employ derivative instruments such as forward foreign currency swaps, foreign currency contracts and options and interest rate swaps to manage our foreign exchange and interest rate exposures employed historically.

Special Tax Status

      We were previously granted pioneer status under The Economic Expansion Incentives (Relief from Income Tax) Act, Chapter 86 of Singapore, for “Subcontract Assembly And Testing Of Integrated Circuits Including Wafer Probing Services” for an incentive period from January 1, 1996 to December 31, 2003. In December 2003, an application was submitted to the Singapore Economic Development Board (“EDB”) to revoke retroactively our pioneer status granted from January 1, 1996 to December 31, 2003. The impact on our statement of operations, if this incentive had not been granted, would have been increases in deferred tax benefits of $8.1 million, $7.8 million and $0.6 million in 2001, 2002 and 2003, respectively. Income derived from non-pioneer activities during the pioneer period, however is subject to income tax at the prevailing enacted tax rate. The impact on our statement of operations if this incentive had not been granted, would have been reductions in income tax expense of $1.1 million, $0.9 million and $1.7 million in 2001, 2002 and 2003, respectively. If we had not been granted pioneer status, trade and non trade income such as interest income, would have been subjected to income tax at the prevailing enacted rate. Our pioneer trade is in a tax loss position due to the substantial amount of capital allowances claimed arising from capital expenditure on our plant and machinery and trade losses in certain years. As a result, we had not enjoyed any tax exemption in respect of its income arising from the pioneer activities. On the other hand, we have paid taxes in respect of its interest and rental income, as losses arising from the pioneer trade cannot be set-off against the non-qualifying income during the pioneer incentive period due to the application of the law in respect of the pioneer incentive. In September 2004, the application for the revocation was approved by EDB. Accordingly, we expect to receive a refund of taxes amounting to $5.0 million paid previously on interest and rental income as the unutilized tax losses and capital allowances arising from the trading activities would then be allowed to set-off against the income derived in the previous years. We are in the process of working with the EDB for a new tax incentive for our Singapore operations.

Quantitative and Qualitative Disclosures About Market Risk

      We are exposed to financial market risks, including changes in currency exchange rates and interest rates. To mitigate the currency exchange risks, a substantial majority of our revenue, material and equipment supplies are transacted in U.S. dollars. We may employ derivative instruments such as forward foreign currency swaps, foreign currency contracts and options and interest rate swaps to manage our foreign exchange and interest rate exposures. These instruments are generally used to reduce or eliminate the financial risks associated with its assets and liabilities and not for trading purposes.

Investment and Interest Rates

      Our exposure to market risk associated with changes in interest rates primarily relates to its investment portfolio and debt obligations. We place our investments in time deposits and marketable securities. We mitigate default risk by investing in marketable securities that are of at least an “A” rating, as assigned by an internationally recognized credit rating organization, and major Singapore banks and government-linked companies. We have no material cash flow exposure due to rate changes for cash equivalents and short-term investments. As of December 31, 2004, our long-term debt obligations for the $200.0 million and $115.0 million senior unsecured and unsubordinated convertible notes due March 18, 2007 and November 7, 2008, the $50.0 million and $150.0 million subordinated convertible notes due June 15, 2011 and June 1, 2008 and the

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$215.0 million senior notes due 2011 bear a fixed interest rate. The convertible notes due March 18, 2007 bear interest at a rate of 1.75% per annum and have a yield to maturity of 4.91%. The convertible notes due November 7, 2008 have a yield to maturity of 4.25%. The senior subordinated convertible notes due 2011 and 2008 and senior notes due 2011 bear interest of 8.0%, 2.5% and 6.75% per annum.

Currency Exchange Rates

      A portion of our costs is denominated in foreign currencies, like the Singapore dollar, the New Taiwan dollar and the Japanese yen. As a result, changes in the exchange rates of these currencies or any other applicable currencies to the U.S. dollar will affect our cost of goods sold and operating margins and could result in exchange losses. We have entered into foreign currency contracts to mitigate financial risks associated with payroll costs, materials costs and other costs denominated in Singapore dollars, South Korean Won and Malaysia Ringgit to benefit from its expectations of future exchange rate fluctuations.

      In 2003, hedge accounting has not been applied as the contracts entered into do not qualify as hedges under generally accepted accounting principles in the United States. Gains and losses on these contracts have been recorded as foreign currency gains or losses. As of December 31, 2003, we had no foreign currency forward contracts outstanding or any other derivative financial instruments, except for a premium deposit of $10.0 million denominated in Singapore dollars. The premium deposit is entered with Citibank, whereby interest earned on the deposit is at an enhanced rate of 3.95%. Upon its maturity on January 26, 2004, Citibank redeemed the principal and interest in U.S. dollars at the pre-determined strike price.

      Based on our overall currency rate exposure, we have adopted a foreign currency hedging policy for committed or forecasted currency exposures. We may utilize foreign currency swaps as well as foreign exchange forward contracts and options. These programs reduce, but do not always entirely eliminate the impact of currency exchange movements. The goal of the hedging policy is to effectively manage risk associated with fluctuations in the value of the foreign currency, thereby making financial results more stable and predictable. However, we cannot assure you that any hedging policy we implement will be effective and we may experience reduced operating margins if any such policies are unsuccessful.

      Currency, maturity and interest rate information relating to our marketable securities and, short-term and long-term debt are disclosed in Notes 4, 15, and 17 to our audited consolidated financial statements, respectively.

Limitations

      Fair value estimates are made at a specific point in time and are based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

ChipPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion and analysis of ChipPAC’s financial condition and results of operations covers in part periods prior to ChipPAC’s initial public offering in August 2000. As a result of the initial public offering, ChipPAC significantly changed its capitalization. Accordingly, the results of operations for periods subsequent to the initial public offering are not necessarily comparable to prior periods.

ChipPAC’s Overview of Operations

      ChipPAC’s revenue consists of fees charged to its customers for packaging, testing, and distribution of their integrated circuits. From 1996 to 2003, revenue increased from $191.7 million to $429.2 million, a cumulative annual growth rate of 12.2%, primarily from the growth of substrate or BGA packaging, the growth of test revenue and the acquisition of its Malaysian business in 2000. The semiconductor industry is inherently volatile with sharp periodic downturns and slowdowns. These downturns have been characterized by, among other things, diminished product demand, excess production capacity and accelerated erosion of selling prices. The semiconductor industry is still recovering from the worst downturn in its history. Due to the severity of this downturn for

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the semiconductor industry and for its customers, ChipPAC experienced the first decline in revenue on a year-over-year basis in its history in 2001. Subsequently, ChipPAC’s revenue increased year over year from 2001 to 2003.

      ChipPAC’s revenue for the year ended December 31, 2003 increased to $429.2 million or by 18.0% compared to the year ended December 31, 2002. Its continuing growth will depend upon factors influenced by current economic conditions such as replenishment of inventory in the electronics supply chain, gradual recovery in end markets and the ramp-up of new customers acquired in 2003. ChipPAC has re-engineered its business model over the last two years to focus on products and customers in the fastest growth segments of the industry such as chips for use in wireless, broadband, consumer and automotive products. However, ChipPAC is still solidly positioned in the computing and industrial markets, which will benefit from an overall economic recovery as it occurs.

ChipPAC’s Results Of Operations

      The following table describes the composition of revenue by product group and test services, as a percentage of total revenue:

											Six Months
		Year Ended December 31,									Ended June 30,
		2001			2002			2003			2003			2004
Substrate			46.0	%		50.9	%		59.0	%		54.5	%		63.4	%
Lead-frame			40.2			33.6			27.1			31.1			21.4
Test and other services			13.8			15.5			13.9			14.4			15.2
	Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

      The following table sets forth certain operating data of ChipPAC’s as a percentage of revenue for the periods indicated:

										Six Months
	Year Ended December 31,									Ended June 30,
	2001			2002			2003			2003			2004
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Gross profit		9.5			15.3			14.9			13.6			18.9
Selling, general and administrative		9.5			10.5			8.9			9.2			7.0
Research and development		4.3			2.8			2.7			3.0			2.2
Restructuring, write-down of impaired assets and other charges		12.4			(0.2	)		3.2			—			—
Merger-related charges		—			—			—			—			1.8
Operating income (loss)		(16.8	)%		2.2	%		0.1	%		1.4	%		7.9	%

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ChipPAC’s Quarterly Results

      The following table sets forth ChipPAC’s unaudited results of operations, including as a percentage of revenue, for the eight fiscal quarters ended June 30, 2004:

	2002						2003											2004
	3(rd)			4(th)			1(st)			2(nd)			3(rd)			4(th)		1(st)			2(nd)
	Quarter			Quarter			Quarter			Quarter			Quarter			Quarter		Quarter			Quarter
	(In thousands)
Revenue	$	94,659		$	92,708		$	88,568		$	106,844		$	105,420		$	128,357	$	126,948		$	142,533
Gross profit		15,960			12,322			10,041			16,587			13,035			24,227		22,985			27,962
Write-down of impaired assets		—			—			—			—			11,662			—		—			—
Restructuring charge		—			(661	)		—			—			1,957			—		—			—
Merger-related charges		—			—			—			—			—			—		3,330			1,405
Net income (loss)	$	(3,179	)	$	(6,983	)	$	(9,664	)	$	(4,462	)	$	(17,919	)	$	3,264	$	(764	)	$	4,968

	As Percentage of Revenue
	2002						2003												2004
	3(rd)			4(th)			1(st)			2(nd)			3(rd)			4(th)			1(st)			2(nd)
	Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Gross profit		16.9			13.3			11.3			15.5			12.4			18.9			18.1			19.6
Write-down of impaired assets		—			—			—			—			11.1			—			—			—
Restructuring charge		—			(0.7	)		—			—			1.9			—			—			—
Merger-related charges		—			—			—			—			—			—			2.6			1.0
Net income (loss)		(3.4	)%		(7.5	)%		(10.9	)%		(4.2	)%		(17.0	)%		2.5	%		(0.6	)%		3.5	%

Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

Revenue

      Revenue was $269.5 million for the six month period ended June 30, 2004, an increase of 37.9% compared to $195.4 million for the same period in 2003. The increase in revenue was due primarily to growth in ChipPAC’s advance substrate product lines and particularly due to growth in stacked packages. Unit volumes of ChipPAC’s multi-die stacked packages continued to increase and were 148.7% higher than in the same period in 2003. In addition, ChipPAC’s strategy to improve the test attach rate to what it assembles continued to drive improved profit contribution from test services at all its factories. Test revenue for the six month period ended June 30, 2004 increased 44.7% versus the same period in 2003. ChipPAC’s assembly revenue increased 36.8% compared to the same period in 2003. Overall assembly unit volumes in the six months ended June 30, 2004 increased 33.4% versus the same period in 2003. Average selling prices per pin for assembly for the six month period ended June 30, 2004 increased 0.55% compared to the same period in 2003. ChipPAC’s capacity expansion plans and productivity improved its ability to meet continued customer demands during the six month period in 2004.

Gross Profit

      Gross profit during the six month period ended June 30, 2004 was $50.9 million, as compared to $26.6 million for the same period in 2003. Gross margin as a percent of revenue was 18.9% for the six month period ended June 30, 2004, as compared to 13.6% for the same period in 2003. The improvement in gross margin percentage was the result of continued cost reduction programs to reduce manufacturing overhead, improving productivity to reduce labor cost, favorable reductions in substrate pricing and increases in test unit volumes. ChipPAC continued to see pressure to reduce average selling prices during the period ended June 30, 2004. ChipPAC also experienced continued higher costs from external global economics due to higher gold

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prices, higher oil prices and the appreciation of the South Korean Won against the United States dollar when compared to the same period ended 2003. Overall equipment utilization was approximately 71.1% for the six month period ended June 30, 2004 as compared to 63.6% in the same period in 2003.

Selling, General, and Administrative

      Selling, general and administrative expenses were $19.0 million for the six month period ended June 30, 2004, as compared to $17.9 million for the same period in 2003, an increase of 6.1%. As a percentage of revenue, selling, general and administrative expenses were 7.0% for the six month period ended June 30, 2004, as compared to 9.2% for the same period in 2003. Continued cost control measures, including a reduction in bonuses paid, were in place to ensure that expenses remained relatively flat relative to revenue in the six month period ended June 30, 2004 as compared to the same period in 2003.

Research and Development

      Research and development expenses for the six month period ended June 30, 2004 were $6.0 million, versus $6.0 million for the same period in 2003. We expect to maintain ChipPAC’s level of research and development staffing and projects at all three of its plants for the remainder of 2004.

Merger-Related Charges

      Costs related to the merger include accounting, legal, and investment banking expenses. ChipPAC estimated that its total cost related to the merger will be approximately $25.4 million and all related expenses are expensed as incurred. As of June 30, 2004, $4.7 million of costs related to the merger had been incurred, which were expensed during the six months ended June 30, 2004. The remaining balance of the estimated merger cost is mainly related to advisory fees to be paid after consummation of the merger.

Interest Expense

      Total outstanding interest-bearing debt was $373.7 million and $267.9 million at June 30, 2004 and 2003, respectively. Related interest expense was $15.6 million for the six month period ended June 30, 2004, an increase of 4.7% as compared to $14.9 million for the six month period in 2003. The increase in interest expense was due primarily to the increase in weighted average outstanding interest bearing debt for the six month period ended June 30, 2004 versus the same period in 2003.

Foreign Currency Gains (Losses)

      Net foreign currency loss was $0.4 million for the six month period ended June 30, 2004, as compared to a net foreign currency loss of $0.2 million for the same period in 2003. These non-cash gains and losses were due primarily to the fluctuations between the exchange rate of the United States dollar and the South Korean Won related to long-term severance benefits payable to ChipPAC’s South Korean employees in South Korean Won.

Income Taxes

      ChipPAC has recorded a valuation allowance to reduce deferred tax assets to the amount it believed was more likely than not to be realized. In the event that deferred tax assets would be realizable in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. ChipPAC has a mix of tax rates across the various jurisdictions in which it does business. ChipPAC’s consolidated income tax provisions were accrued at $1.7 million for the six month period ended June 30, 2004.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Revenue

      Revenue was $429.2 million in the year ended December 31, 2003, an increase of 18.0% from the year ended December 31, 2002. The increase in revenue was due primarily to growth in ChipPAC’s advance substrate

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product lines, and particularly due to growth in revenue of stacked packages. ChipPAC continued to gain and begin work for new customers in 2003 and benefited from the rebound of demand for semiconductors in 2003. Unit volumes in 2003 increased 18.6% as compared to 2002.

Gross Profit

      Gross profit during the year ended December 31, 2003 was $63.9 million, an increase of 14.9% from the year ended December 31, 2002. Gross margin as a percent of revenue was 14.9% for 2003 versus 15.3% for 2002. In order to produce favorable gross profit results, ChipPAC installed cost reduction programs to reduce manufacturing overhead and renegotiate lower material prices with existing suppliers. The favorable results from these actions were more than offset by the effects of lower average selling prices, continuing higher gold prices, higher substrate prices, higher oil prices and the appreciation of the South Korean Won against the United States dollar when compared to the year ended December 31, 2002.

Selling, General and Administrative

      Selling, general and administrative expenses remained flat at $38.2 million for both years ended December 31, 2003 and 2002. Salaries and employee related expenses increased in 2003 over 2002 due to additional personnel added to meet increased demand for ChipPAC’s services, while expenses related to bonuses, amortization, and third party consulting were reduced in 2003. Other cost controls in 2003 included mandatory shut-down days, salary reductions, and travel restrictions.

Research and Development

      Research and development expenses for the year ended December 31, 2003 were $11.7 million, or 2.7% of revenue, compared to $10.1 million, or 2.8% of revenue, in the year ended December 31, 2002. ChipPAC’s research and development expenses in 2003 represent a 15.8% increase from similar expenses in 2002. ChipPAC increased the number of research and development employees in 2003 compared to the year 2002. Employee headcount in research and development went up by 16.8% in 2003, compared to 2002. In 2003, ChipPAC engaged in new projects due to the increase in the number of package families introduced.

Restructuring Charge and Write-Down of Impaired Assets

      During the year ended December 31, 2003, restructuring plans were executed to realign ChipPAC’s organization and reduce operating costs to better align its expenses with revenue. As of December 31, 2003, ChipPAC had a total reduction of 252 personnel related to the restructuring. Restructuring and related charges of $2.0 million were expensed during the year ended December 31, 2003. In 2002, there was a restructuring action in ChipPAC’s Malaysian plant in which ChipPAC incurred $0.6 million to terminate 30 employees. Due to stronger than expected performance from its South Korean subsidiary and the sale of its plating line in South Korea which it had planned on shutting down, reserve releases in the amount of $1.3 million were credited to restructuring charges in ChipPAC’s statement of operations for December 31, 2002. This resulted in a net credit of $0.7 million in 2002.

      In addition, during the year ended December 31, 2003, ChipPAC wrote down impaired assets by $11.7 million. ChipPAC determined that the expected cash flows related to certain manufacturing equipment were not sufficient to recover the carrying value of the equipment. As a result of this, the carrying values of these assets were written down to the estimated fair market value and will continue to be depreciated over their remaining useful lives. There were no equivalent write-offs in the same period during 2002.

Interest Expense

      Total outstanding interest-bearing debt increased to $365.0 million at December 31, 2003 compared to $267.9 million at December 31, 2002. The increase in debt outstanding of $97.1 million from December 31, 2002 to December 31, 2003 is due to issuance of convertible subordinated notes in May and June 2003 of $150.0 million offset by $36.2 million pay down of ChipPAC’s term loans and $16.7 million pay down of foreign loans. Interest expense was $30.9 million for the year ended December 31, 2003, a decrease of 3.4% compared to

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the year ended December 31, 2002. The reduction in interest expense was due primarily to the refinancing of higher interest rate debt with new lower interest rate convertible subordinated notes.

Foreign Currency Losses

      ChipPAC had a net foreign currency loss of $0.04 million in the year ended December 31, 2003 compared to a net foreign currency loss of $1.0 million in the year ended December 31, 2002. These non-cash losses are primarily due to the fluctuations between the exchange rate of the United States dollar and the South Korean Won related to long-term pension benefits payable to ChipPAC’s South Korean employees.

Write-Off of Debt Issuance Cost and Other Related Expenses

      In May 2003, ChipPAC issued $150.0 million of 2.5% convertible subordinated notes due 2008 in a private placement and used a portion of the proceeds to payoff term loans and foreign debt. As a result of the early debt extinguishment, associated capitalized debt issuance costs of $1.1 million along with $0.1 million of related debt expenses were written off. In May 2002, ChipPAC used proceeds from its secondary public offering to pay off term loans. As a result of this early debt extinguishment, associated capitalized debt issuance costs of $3.0 million and zero other related debt expenses were written off.

Income Taxes

      Consolidated income tax provisions were $2.0 million for both of the years ended December 31, 2003 and 2002. ChipPAC has a mix of tax rates across the various jurisdictions in which it does business. Its effective tax rates were approximately (7.5%) in 2003 and (7.4%) in 2002. Because the likelihood of future profitability does not meet the tests required under U.S. GAAP, this estimate does not take into account any future benefit from loss carryforwards.

Net Loss

      As a result of the items above, the net loss decreased to $28.8 million for the year ended December 31, 2003 from $28.9 million for the year ended December 31, 2002.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenue

      Revenue was $363.7 million in the year ended December 31, 2002, an increase of 10.6% from the year ended December 31, 2001. The increase in revenue is due primarily to growth in ChipPAC’s substrate and test product lines and the combination of higher end-market demand for its customers’ products and new customer and program wins in the year 2002 as compared to 2001. Assembly unit volumes in 2002 also increased 10.2% versus the year 2001.

Gross Profit

      Gross profit during the year ended December 31, 2002 was $55.6 million, an increase of 78.7% from the year ended December 31, 2001. Gross margin as a percent of revenue was 15.3% for the year 2002 versus 9.5% for the year 2001. The actions taken by ChipPAC, including reductions in work force and tight cost controls coupled with increased unit volume and higher equipment utilization, contributed to the increased gross profit realized for the year ended December 31, 2002. These results were reduced by the effect of higher gold prices and the appreciation of the South Korean Won against the United States dollar when compared to the year ended December 31, 2001.

Selling, General and Administrative

      Selling, general and administrative expenses were $38.2 million in the year ended December 31, 2002, an increase of 22.3% from the year ended December 31, 2001. The increase in expenses was due primarily to implementation of strict cost reductions taken in 2001 in response to the decline in revenue. The cost controls in

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2001 included mandatory shut-down days, salary reductions, travel restrictions, and deferment of expenditures where the timing could be delayed. In addition, ChipPAC incurred additional expenses for its various employee incentive programs as a result of its improved results during the year ended December 31, 2002 as compared to the year ended December 31, 2001.

Research and Development

      Research and development expenses for the year ended December 31, 2002 were $10.1 million, or 2.8% of revenue, compared to $14.2 million, or 4.3% of revenue, in the year ended December 31, 2001. ChipPAC’s research and development expenses in 2002 represent a 28.9% decrease from similar expenses in 2001. Although ChipPAC increased the number of research and development employees and internal resources in the year 2002 compared to the year 2001, it was engaged in a significant project that required external spending during 2001. A comparable level of external spending was not required during 2002.

Restructuring and Other Charges

      In the first and fourth quarter of 2001, ChipPAC approved restructuring plans to realign its organization and reduce operating costs. These actions were designed to better align its existing workforce and to reduce operating expenses. These plans were a combination of reductions in work force and employee furloughs. Accordingly, its restructuring plans included reduction of associated employee positions by approximately 554 and 197 worldwide in connection with the first and fourth quarter plans, respectively. Restructuring and related charges of $3.0 million and $3.3 million were expensed during the first and fourth quarter of 2001, respectively. The entire first quarter charge of $3.0 million was related to employee separations and furloughs. The fourth quarter charge was comprised of $1.8 million related to employee separations and $1.5 million of other charges for the forgiveness of loans to executive officers. During the year ended December 31, 2002, ChipPAC utilized $0.3 million of the restructuring accrual and completed another 92 of the planned 751 employee separations. ChipPAC also utilized the $1.5 million of loan reserves. Cumulatively, ChipPAC has completed 646 of the planned 751 employee separations. Due to stronger than expected performance from ChipPAC’s South Korean subsidiary and the sale of its plating line in South Korea which it had planned on shutting down, reserve releases in the amount of $1.3 million were credited to restructuring charges in ChipPAC’s statement of operations for December 31, 2002. ChipPAC plans no further terminations or other restructuring activities related to its planned 2002 actions reserved in 2001. This credit was reduced by a restructuring action in its Malaysian plant in which $0.6 million was incurred to terminate 30 employees. This action was not included in the 2001 reserves.

      In addition, ChipPAC wrote down impaired assets by $34.7 million in the fourth quarter of 2001. There were no comparable write-offs in the year ended December 31, 2002.

Interest Expense

      Total outstanding interest bearing debt decreased to $267.9 million at December 31, 2002 compared to $383.6 million at December 31, 2001. The decrease in debt outstanding of $115.7 million from December 31, 2001 to December 31, 2002 was due to the $82.4 million pay down of ChipPAC’s term loans and the $50.0 million pay down of ChipPAC’s revolving line of credit, offset by an increase in foreign loans of $16.7 million. The decrease in debt was funded by ChipPAC’s January 2002 and May 2002 public offerings of its common stock. Related interest expense was $32.0 million for the year ended December 31, 2002, a decrease of 14.0% compared to the year ended December 31, 2001. The reduction in interest expense was due primarily to the combination of reduced interest rates along with the reduction in debt outstanding.

Foreign Currency Losses

      ChipPAC had net foreign currency losses of $1.0 million in the year ended December 31, 2002 compared to a net foreign currency gain of $0.2 million in the year ended December 31, 2001. These non-cash losses are primarily due to the fluctuations between the exchange rate of the United States dollar and the South Korean Won related to long-term pension benefits payable to ChipPAC’s South Korean employees.

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Income Taxes

      Global income tax expense was $2.0 million and $2.6 million for the years ended December 31, 2002 and 2001, respectively, for effective tax rates of approximately (7.4%) in 2002 and (2.8%) in 2001. In the fourth quarter of 2001, ChipPAC recorded a valuation reserve that reversed previously recorded benefits in 2001 and previous years. ChipPAC has a mix of tax rates across the various jurisdictions in which it does business. The tax provision for 2002 does not take into account any future benefit from loss carryforwards, which it may realize once it again achieves profitability.

Write-Off of Debt Issuance Cost

      A portion of the proceeds from ChipPAC’s May 2002 public offering was used to extinguish term loan A and its capital expenditure loan and substantially pay down term loan B under its senior credit facilities. As a result, capitalized debt issuance costs of $3.0 million were written off and the charge was included in the results for the three and six month periods ended June 30, 2002 with no comparable results for the same periods in 2001. There is no tax benefit since the costs were written off in a tax jurisdiction that provides no benefit.

Net Loss

      As a result of the items above, the net loss decreased to $28.9 million loss for the year ended December 31, 2002, compared to a net loss of $93.7 million for the year ended December 31, 2001.

ChipPAC’s Critical Accounting Policies

      ChipPAC believes the following accounting policies are most important to the portrayal of its financial condition and results of operations and require its significant judgments.

      ChipPAC has made and expects to continue to make significant investments in fixed assets, intellectual property and related intangible assets. Management evaluates the valuation of these assets every quarter paying special attention to events or changes in circumstances that would indicate that their carrying amount might not be recoverable. ChipPAC determines whether or not the assets are recoverable based on estimated undiscounted future cash flows to be generated by the assets and if not, it calculates the amount of the impairment charge based on estimated fair value. If different assumptions or conditions were to prevail rather than those used in estimating future cash flows, significantly different determination of recoverability or of fair value for these assets and results of operations could be reported. ChipPAC recorded an asset impairment charge of $11.7 million for the year ended December 31, 2003 with no comparable amount in 2002.

      ChipPAC’s management uses judgment when setting expected asset useful lives for long-lived assets. The asset useful lives used are based on historical experience and future expectations. However, business conditions or underlying technology may change in the future which could cause a change in asset lives. Any change in lives would cause a significant change in depreciation and amortization. There were no changes to useful lives for long-lived assets in 2001, 2002 or 2003.

      ChipPAC records estimated reductions to revenue for customer programs and incentive offerings including special pricing agreements, price protection, promotions and other volume-based incentives. If market conditions were to decline, ChipPAC may take actions to increase customer incentive offerings possibly resulting in an incremental reduction of revenue at the time the incentive is offered. Furthermore, if anticipated volume levels turn out to be different, this would impact reductions to revenue and accrued customer rebates.

      ChipPAC maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

      In the years ended December 31, 2002 and 2003, ChipPAC has maintained the valuation allowance to reflect the likelihood of utilization of certain deferred tax assets. While ChipPAC has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event it were to determine that it would be able to realize deferred tax assets in the future in excess of the net

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recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should it determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

ChipPAC’s Liquidity and Capital Resources

      ChipPAC’s ongoing primary cash needs are for operations and equipment purchases. ChipPAC spent $130.7 million on capital expenditures during the year ended December 31, 2003 compared to $78.9 million in capital expenditures during the year ended December 31, 2002. In addition during 2003, ChipPAC invested $3.6 million to purchase Cirrus Logic Inc.’s back-end wafer probe and test assets. ChipPAC spent $91.9 million on capital expenditures during the six month period ended June 30, 2004, as compared to $44.8 million in capital expenditures during the same period in 2003.

Borrowings

      As of December 31, 2003, ChipPAC’s total debt consisted of $365.0 million of borrowings, which was comprised of $165.0 million of 12.75% notes, $50.0 million of 8.0% convertible subordinated notes due 2011 and $150.0 million of 2.5% convertible subordinated notes due 2008. As of June 30, 2004, ChipPAC’s total long-term debt consisted of $365.0 million of borrowings, which included $165.0 million of 12.75% notes, $50.0 million of 8.0% convertible subordinated notes due 2011 and $150.0 million of 2.5% convertible subordinated notes due 2008.

      ChipPAC had a borrowing capacity of $50.0 million for working capital and general corporate purposes under the revolving credit line portion of ChipPAC’s senior credit facilities. The maturity of the revolving credit line under the senior credit facilities was July 31, 2005. During the year ended December 31, 2003, ChipPAC borrowed and repaid $26.5 million against the revolving line of credit for general corporate purposes at an interest rate of 6.75% per annum. During the six month period ended June 30, 2004, ChipPAC borrowed and repaid $29.1 million against this revolving line of credit for general corporate purposes. As of June 30, 2004, there was a zero outstanding balance on the revolving line of credit and the entire $50.0 million was available to it. ChipPAC’s merger with STATS required it to obtain the approval of its lenders if it wishes to maintain this line of credit. We terminated the senior credit facilities as of August 4, 2004.

      ChipPAC has two separate overdraft lines of credit with Korean Exchange Bank and Cho Hung Bank, with credit limits of 1.0 billion South Korean Won and 2.0 billion South Korean Won, respectively. During the six month period ended June 30, 2004, zero borrowings were made against either of these lines of credit. Both agreements are subject to an annual review by Korean Exchange Bank and Cho Hung Bank for the continued use of the credit line facility.

      ChipPAC also had two separate lines of credit with Korean Exchange Bank and Cho Hung Bank, with credit limits of $4.0 million and $8.0 million, respectively. During the year ended December 31, 2003, zero borrowings were made against either of these lines of credit. During the six months ended June 30, 2004, ChipPAC cancelled its line of credit with Korean Exchange Bank and increased the existing line of credit from Cho Hung Bank from $8.0 million to $20.0 million. During the six months ended June 30, 2004, $8.7 million was borrowed against this credit facility and as of June 30, 2004, $8.7 million remained outstanding. Interest on this credit line was at Libor plus 0.3% per annum. The Libor rates on the borrowings ranged from 1.8% to 2.6% and the interest rates for the borrowings ranged from 2.1% to 2.9%. This line of credit is subject to an annual review by Cho Hung Bank for the continued use of the credit line facility. ChipPAC also has a line of credit with a limit of $0.5 million per borrowing available with Southern Bank Bhd. for general corporate purposes at the interest rate of 6.9% per annum. During the year ended December 31, 2003, ChipPAC utilized and repaid $0.5 million in the quarter ended March 31, 2003, $0.3 million in the quarter ended June 30, 2003 and $0.3 million during the quarter ended September 30, 2003. During the quarter ended December 31, 2003 and six months ended June 30, 2004, ChipPAC did not use this line of credit and there was a zero outstanding balance on this loan as of June 30, 2004.

      On May 28, 2003, ChipPAC issued $125.0 million of 2.5% convertible subordinated notes due 2008 in a private placement and on June 5, 2003, the initial purchaser exercised the option to purchase an additional

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$25.0 million of 2.5% convertible subordinated notes due 2008 under the same terms. ChipPAC received net proceeds of approximately $144.9 million after deducting debt issuance costs. The $150.0 million of 2.5% convertible subordinated notes due 2008 bear an interest rate of 2.5% per annum. These notes were originally convertible into ChipPAC Class A common stock. However, as a condition precedent to the merger, we, ChipPAC and the trustee for these convertible notes entered into a supplemental indenture to modify the conversion rights of these notes such that these notes would be convertible into our ADSs. Pursuant to the supplemental indenture, these notes can be converted into our ADSs at a conversion price of $9.267 per ADS, subject to adjustments for certain events. ChipPAC used $63.9 million from the proceeds of these notes to pay down term loans of $36.2 million, a foreign loan of $16.7 million and revolving loans of $11.0 million. The remaining $81.0 million is being used for general corporate purposes. On November 24, 2003, a registration statement on Form S-3 for $143.8 million of these notes, along with the shares of common stock into which the notes are convertible, became effective with the SEC. ChipPAC filed an additional registration statement for the other $6.2 million of the notes, along with the shares of common stock into which the notes are convertible, on January 22, 2004. On October 11, 2004, we, ChipPAC and the trustee for these convertible notes entered into a second supplemental indenture to provide for an unconditional guarantee of these convertible notes on a subordinated basis by STATS ChipPAC (but not by any of its subsidiaries). On November 2, 2004, following the expiration of a consent solicitation from holders of these convertible notes to amend the indenture governing these convertible notes to replace ChipPAC’s obligation to file with the SEC annual reports and such other information, documents and reports specified in Section 13 and 15(d) of the Exchange Act with an obligation of STATS ChipPAC to file all such reports with the SEC as are applicable to a foreign private issuer, we, ChipPAC and the trustee for these convertible notes entered into a third supplemental indenture to effect these amendments.

      ChipPAC’s total potential commitments on its loans, operating leases, contingent payments, royalty and license agreements as of June 30, 2004, were as follows:

				Payments Due
				Within						More than
				1 Year		Years 2-3		Years 4-5		5 Years		Total
				(In thousands)
On balance sheet commitments:
	Senior subordinated notes			$	—	$	—	$	—	$	165,000	$	165,000
	Convertible subordinated notes				—		—		150,000		50,000		200,000
	Line of credit				8,709		—		—		—		8,709
	Capital lease obligations				2,437		4,983		—		—		7,420
		Total on balance sheet commitments			11,146		4,983		150,000		215,000		381,129
Off balance sheet commitments:
	Operating leases				7,485		13,949		12,697		18,441		52,572
	Royalty/licensing agreements				371		604		70		—		1,045
	Contingent payments to Cirrus Logic, Inc				1,000		2,000		—		—		3,000
		Total off balance sheet commitments			8,856		16,553		12,767		18,441		56,617
			Total commitments	$	20,002	$	21,536	$	162,767	$	233,441	$	437,746

      In June 2004, our South Korean subsidiary entered into a capital lease agreement with a third party which allows the acquisition of lease equipment with a pre-approved credit line of approximately $20 million. Each scheduled equipment purchase under the master lease is for a period of 36 months. The first scheduled equipment purchased under the capital lease agreement had a capitalized cost of $7.6 million. The commencement date of this equipment schedule was June 4, 2004 and rent is due in advance in the amount of $0.2 million per month.

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      Other than the covenants on the debt as discussed above and the tax guarantee to the South Korean Tax Authorities as discussed below, ChipPAC has no performance guarantees or unconsolidated entities. ChipPAC’s off-balance sheet commitments are limited to equipment operating leases, royalty/license agreements, leases on office and manufacturing space and additional contingent incentive payments to Cirrus Logic, Inc. regarding the purchase of test assets. ChipPAC’s total off-balance sheet obligations were approximately $61.6 million and $56.6 million as of December 31, 2003 and June 30, 2004, respectively.

      During the quarter ended June 30, 2002, an assessment of approximately 16.0 billion South Korean Won (approximately $13.9 million U.S. dollars at June 30, 2004) was made by the South Korean National Tax Service (NTS) relating to withholding tax not collected on the interest income on the loan between our subsidiaries in South Korea and Hungary for the period from 1999 to September 2001. The prevailing tax treaty does not require withholding on the transactions in question. ChipPAC has appealed the assessment through the NTS’s Mutual Agreement Procedure (MAP) and believes that the assessment should be overturned. On July 18, 2002, the Icheon tax office of the NTS approved a suspension of the proposed assessment until resolution of the disputed assessment. The NTS required a corporate guarantee amounting to the tax assessment in exchange for the suspension. ChipPAC complied with the guarantee request on July 10, 2002. A further assessment of 2.7 billion South Korean Won (approximately $2.3 million at June 30, 2004) was made on January 9, 2004 for the interest income from October 2001 to May 2002. ChipPAC applied for the MAP and obtained an approval for a suspension of the proposed assessment by providing a corporate guarantee amounting to the additional taxes. We do not believe that the outcome of the resolution of this matter will have a material adverse effect on our financial position, results of operations or cash flows. As of June 30, 2004, no accrual has been made.

      In 2001, 2002, and 2003 cash provided by (used in) operations was ($3.9) million, $39.5 million, and $50.8 million, respectively. Cash from operations mainly consisted of net income (loss) plus depreciation and amortization as well as the write-down of impaired assets in 2001 and 2003 less utilization for working capital. For the six month period ended June 30, 2004, cash provided by operations was $42.6 million as compared to $22.8 million for the same period in 2003. Cash provided and used by operations is calculated by adjusting our net income (loss) by non-cash related items such as depreciation and amortization, debt issuance cost amortization, gains from sale of assets, foreign currency loss and by changes in assets and liabilities. During the six month period ended June 30, 2004, non-cash related items included $41.0 million related to depreciation and amortization, $1.3 million from debt issuance costs, $0.4 million from gain on sale of assets and $0.4 million from foreign currency loss. Working capital uses of cash included increases in accounts receivable, inventories and other assets. Working capital sources of cash were primarily a result of a decrease in prepaid assets and increases in accounts payable and accrued liabilities.

      In 2001, 2002 and 2003 cash used in investing activities was $59.0 million, $98.4 million and $160.4 million, respectively. Cash used in investing activities related mainly to net short-term investments of $10.0 million and $25.0 million in 2002 and 2003, respectively. Investments in property and equipment were $46.4 million in 2001, $78.9 million in 2002 and $130.7 million in 2003. For the six month period ended June 30, 2004, cash used in investing activities was $58.9 million versus $97.9 million for the same period in 2003. The primary usage of cash in investing activities was related to the acquisition of property and equipment of $91.9 million during the six months ended June 30, 2004 and $44.8 million during the six months ended June 30, 2003. The increase in capital expenditure is directly related to our increase in revenue and forecasted demand from customers.

      In 2001, 2002 and 2003, cash provided by financing activities was $85.9 million, $51.2 million and $100.1 million, respectively. Cash was mainly provided by or used in debt issuance, debt repayment, stock issuance, and stock redemption. For the six month period ended June 30, 2004, cash provided by financing activities was $13.7 million as compared to $94.7 million for the same period in 2003. During the six months ended June 30, 2004, $29.1 million was borrowed and repaid on the revolving loan under our senior credit facilities. In addition, $8.7 million was borrowed by our South Korean subsidiary against their line of credit with a local banking facility. During the six months ended June 30, 2004, $5.1 million was provided by the issuance of new common stock through the employee stock option plans.

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ChipPAC’s Acquisition of Malaysian Business

      Under the terms of the agreement relating to ChipPAC’s acquisition of the Malaysian business, during the period from June 1, 2000 to June 30, 2003, Intersil is entitled to receive additional contingent incentive payments based upon the achievement of milestones relating to the transfer of business previously subcontracted by Intersil to a third party. As of December 31, 2003 Intersil achieved all the milestones, and ChipPAC paid Intersil the sum of $17.9 million in the aggregate as additional purchase price. As of December 31, 2003, ChipPAC has no further obligations under this arrangement. ChipPAC also had recorded $2.4 million of other purchase price adjustments based on the difference between the final closing balance sheet and the estimated closing balance sheet of the Malaysian business, and ChipPAC recorded deferred tax of $6.1 million on all of these adjustments, which resulted in a further increase of the effective purchase price and non-current assets.

      There was no goodwill arising from the acquisition of the Malaysian business. The fair value of total assets and liabilities exceeded the purchase price by $56.2 million as of July 1, 2000. This amount, reduced by the additional contingent incentive payments, other purchase price adjustments and related deferred taxes, as of December 31, 2003, has been allocated in full to non-current assets as summarized below.

			Initial Excess of
			Fair Value of
	Estimated		Acquired Net Assets			Total Additional		Adjusted
Non-Current Assets	Fair Value		Over Cost			Purchase Price		Fair Value
Land and buildings	$	27.9	$	(11.1	)	$	5.0	$	21.8
Plant and equipment		93.9		(36.9	)		18.3		75.3
Intellectual property		20.9		(8.2	)		3.1		15.8
	$	142.7	$	(56.2	)	$	26.4	$	112.9

ChipPAC’s Quantitative and Qualitative Disclosures about Market Risk

      ChipPAC is exposed to financial market risks, including changes in interest rates and foreign currency exchange rates. ChipPAC has no derivative financial instruments. Historically, ChipPAC’s long-term debt carried both fixed and variable interest rates. At December 31, 2003, all of ChipPAC’s long-term debt carried only fixed interest rates and are not exposed to interest rate fluctuations. The exposure to foreign currency gains and losses has been significantly mitigated by the fact that it negotiated with the large majority of its material and equipment suppliers to denominate purchase transactions in U.S. dollars.

      For the years ended December 31, 2001, 2002 and 2003, ChipPAC generated approximately 8.1%, 11.3%, and 14.2% of total revenue, respectively, from companies headquartered in international markets. ChipPAC’s facilities currently used to provide packaging services are located in China, Malaysia and South Korea. Moreover, many of its customers’ operations are located in countries outside of the United States of America. We cannot determine if our future operations and earnings will be affected by new laws, new regulations, a volatile political climate, armed conflicts, changes in or new interpretations of existing laws or regulations or other consequences of doing business outside the United States of America particularly in China, Malaysia and South Korea. If future operations are negatively affected by these changes, sales or profits may suffer.

Investment and Interest Risk

      ChipPAC’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio and short-term debt obligations. ChipPAC does not use derivative financial instruments in its investment portfolio. ChipPAC places its investments with high credit quality issuers and, by policy, limits the amount of credit exposure to any one issuer.

      ChipPAC mitigates default risk by investing in safe, high credit quality securities and by monitoring the credit rating of investment issuers. ChipPAC’s portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. ChipPAC has no material cash flow exposure due to rate changes for cash equivalents and short-term investments.

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      ChipPAC’s results are only affected by the interest rate changes to variable rate short-term borrowings. Due to the short-term nature of these borrowings, an immediate change to interest rates is not expected to have a material effect on ChipPAC’s results. ChipPAC’s long-term bonds bear a fixed interest rate and the interest does not fluctuate with changes in short-term or long-term rates.

Foreign Currency Risk

      Based on ChipPAC’s overall currency rate exposure at December 31, 2003, a near term 10% appreciation or depreciation in the value of the U.S. dollar would have an insignificant effect on its financial position, results of operations and cash flows over the next fiscal year. There can be no assurance, however, that there will not be a material impact further in the future.

      A portion of ChipPAC’s costs are denominated in foreign currencies, specifically, the Chinese Renminbi, the Malaysian Ringgit and the South Korean Won. As a result, changes in the exchange rates of these currencies or any other applicable currencies to the U.S. dollar will affect the cost of goods sold and operating margins and could result in exchange losses. ChipPAC cannot fully predict the impact of future exchange rate fluctuations on its profitability. From time to time, ChipPAC may have engaged in, and may continue to engage in, exchange rate hedging activities in an effort to mitigate the impact of exchange rate fluctuations. However, we cannot assure you that any hedging technique we implement will be effective. If it is not effective, we may experience reduced operating margins.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

1.75% Convertible Notes due 2007

      In March 2002, we issued $200.0 million of 1.75% convertible notes due 2007. These convertible notes are our senior, unsecured and unsubordinated convertible obligations. These convertible notes will mature on March 18, 2007, with interest at the rate of 1.75% per annum payable semi-annually on March 18 and September of each year. On the maturity date of these convertible notes, we will pay to the note holders of these convertible notes 117.665% of the principal amount. These convertible notes have a yield to maturity of 4.91%.

      These convertible notes can be converted into our ordinary shares or, subject to certain limitations, ADSs, each of which currently represents ten ordinary shares, at a conversion price of S$3.408 per ordinary share (at a fixed exchange rate of US$1.00 = S$1.8215). The conversion price may be subject to adjustments for certain events. We may elect to satisfy our obligations to deliver ordinary shares or ADSs through delivery of cash in accordance with the terms of these convertible notes.

      We may redeem all or a portion of these convertible notes at any time on or after March 18, 2004 at a price to yield of 4.91% per year to the redemption date if our ordinary shares or ADSs trade at or above 125% of the conversion price for a period of 20 trading days in any 30 consecutive trading day period. Between December 9 to 15, 2004, we repurchased $16.5 million aggregate principal amount of these convertible notes. Holders of these convertible notes may require us to repurchase all or a portion of their convertible notes on March 18, 2005 at a price equal to 110.081% of the principal amount of the convertible notes being redeemed, plus any accrued and unpaid interest accrued to the date of redemption, by delivering a duly executed demand of redemption not less than 60 days prior to March 18, 2005. In addition, upon the occurrence of certain repayment events, including a change in control, on or prior to March 18, 2007, each holder of these convertible notes may require us to repurchase all or a portion of such holder’s convertible notes at a price to yield of 4.91% per year to the redemption date. As at the date of this prospectus, we have received notices of demand of redemption in respect of $125.4 million aggregate principal amount of these convertible notes. We intend to finance the redemption from cash and lines of credit.

Zero Coupon Convertible Notes due 2008

      In November 2003, we issued $115.0 million of convertible notes due 2008. These convertible notes are our senior, unsecured and unsubordinated obligations. These convertible notes will mature on November 7, 2008. On the maturity date, we will pay to the holders of these convertible notes principal plus interest of 23.4% of the principal amount. These convertible notes have a yield to maturity of 4.25%.

      These convertible notes can be converted into our ordinary shares or, subject to certain limitations, ADSs, each of which currently represents ten ordinary shares, at an initial conversion price of S$3.05 per ordinary share (equivalent to an initial number of 570.5902 ordinary shares per $1,000 principal amount of convertible notes, based on a fixed exchange rate of US$1.00 = S$1.7403). The conversion price may be subject to adjustments for certain events. We may elect to satisfy our obligations to deliver ordinary shares or ADSs through delivery of cash in accordance with the terms of the notes.

      We may redeem all or a portion of these convertible notes at any time on or after November 7, 2006 at a price to yield of 4.25% per annum to the redemption date if our ordinary shares or ADSs trade at or above 130% of the conversion price for a period of 20 trading days in any 30 consecutive trading day period. Holders of these convertible notes may require us to repurchase all or a portion of their convertible notes on November 7, 2007 at a price equal to 118.32% of the principal amount of the convertible notes being redeemed, plus any accrued and unpaid interest accrued to the date of redemption. In addition, upon the occurrence of certain repayment events, including a change in control, on or prior to November 7, 2008, each holder of these convertible notes may require us to repurchase all or a portion of such holder’s convertible notes at a price to yield of 4.25% per year to the redemption date.

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ChipPAC’s 2.5% Convertible Subordinated Notes due 2008

      In May and June 2003, ChipPAC issued $150.0 million of 2.5% convertible subordinated notes due 2008. These convertible notes are ChipPAC’s unsecured and subordinated obligations. These convertible notes will mature on June 1, 2008, with interest at the rate of 2.5% per annum payable semi-annually on June 1 and December 1 of each year. On the maturity date of these convertible notes, ChipPAC will pay to the note holders of these convertible notes 100% of the principal amount.

      These convertible notes were originally convertible into ChipPAC Class A common stock. However, as a condition precedent to the merger, we, ChipPAC and the trustee for these convertible notes entered into a supplemental indenture to modify the conversion rights of these convertible notes such that these convertible notes would be convertible into our ADSs. Pursuant to the supplemental indenture, these convertible notes can be converted into our ADSs at a conversion price of $9.267 per ADS. The conversion price may be subject to adjustments for certain events.

      These convertible notes are not redeemable at the option of ChipPAC. Upon the occurrence of specified change in control events, each holder of these notes may require ChipPAC to repurchase all or a portion of such holder’s notes at a purchase price equal to 100% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any.

      On October 11, 2004, we, ChipPAC and the trustee for these convertible notes entered into a second supplemental indenture to provide for an unconditional guarantee of these convertible notes on a subordinated basis by STATS ChipPAC (but not by any of its subsidiaries).

      On October 18, 2004, ChipPAC commenced a consent solicitation from holders of these convertible notes to amend the indenture governing these convertible notes to replace ChipPAC’s obligation to file with the SEC annual reports and such other information, documents and reports specified in Section 13 and 15(d) of the Exchange Act with an obligation of STATS ChipPAC to file all such reports with the SEC as are applicable to a foreign private issuer. The consent solicitation expired on November 1, 2004. ChipPAC received valid deliveries of consents from holders of approximately $130.5 million aggregate principal amount, or 87%, of these convertible notes outstanding. Accordingly, ChipPAC obtained the requisite consents authorizing the adoption of the proposed amendment to the indenture. The consents were accepted and the amendments to the indenture became effective on November 2, 2004. Payment of the consent fee was made on November 4, 2004.

ChipPAC’s 8.0% Convertible Subordinated Notes due 2011

      In June 2001, ChipPAC issued $50.0 million of 8.0% convertible subordinated notes due 2011. These convertible notes are ChipPAC’s unsecured and subordinated obligations. These convertible notes will mature on June 15, 2011, with interest at the rate of 8.0% per annum payable semi-annually on June 15 and December 15 of each year. On the maturity date of these convertible notes, ChipPAC will pay to the noteholders of these convertible notes 100% of the principal amount.

      These convertible notes were originally convertible into ChipPAC Class A common stock. However, as a condition precedent to the merger, we, ChipPAC and the trustee for these convertible notes entered into a supplemental indenture to modify the conversion rights of these convertible notes such that these convertible notes would be convertible into our ADSs. Pursuant to the supplemental indenture, these convertible notes can be converted into our ADSs at a conversion price of $11.448 per ADS. The conversion price may be subject to adjustments for certain events.

      ChipPAC may redeem all or a portion of these convertible notes at any time on or after June 15, 2004 at the following redemption prices, expressed as a percentage of principal amount of the notes, if redeemed during the

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twelve-month period commencing on June 15 of the years set forth below, plus, in each case, accrued interest to the date of redemption:

Year	Percentage
2004		104.00	%
2005		103.33	%
2006		102.67	%
2007		102.00	%
2008		101.33	%
2009		100.67	%
2010 and thereafter		100.00	%

      Upon the occurrence of specified change in control events, each holder of these convertible notes may require ChipPAC to repurchase all or a portion of such holder’s notes at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the purchase date.

Lines of Credit

      STATS ChipPAC has an existing agreement with Citibank, N.A. for a line of credit facility of $20.0 million. STATS ChipPAC had utilized $2.3 million in the form of bank guarantees under this facility as of December 31, 2004. Interest on any future borrowings under the unutilized facilities will be charged at the bank’s prevailing rate.

      STATS ChipPAC also has an agreement with Overseas-Chinese Banking Corporation Limited for a facility of up to $50.0 million. On October 7, 2004, the entire amount of $50.0 million was drawn down at an interest rate of 3.04% per annum. The loan was prepaid in full in December 2004.

      STATS ChipPAC Korea Ltd. has a line of credit with Cho Hung Bank, with a credit limit of $25.0 million. This agreement is subject to an annual review by Cho Hung Bank for the continued use of the credit line facility. As of December 31, 2004, $19.9 million was outstanding under this line of credit.

      STATS ChipPAC Malaysia Sdn. Bhd. (formerly ChipPAC Malaysia Sdn Bhd) also has a line of credit with a limit of $0.5 million per borrowing available with Southern Bank Bhd. for general corporate purposes at the interest rate of 6.9% per annum. As of December 31, 2004, STATS ChipPAC Malaysia Sdn. Bhd. was not using this line of credit and there was no outstanding balance on this loan.

Winstek’s Floating Rate Loans

      In 2002, Winstek entered into three floating rate New Taiwan dollar loans of $1.8 million, $2.6 million and $7.4 million with Chiaotung Bank. The interest rates on the loans are revised from time to time by Chiaotung Bank. As of December 31, 2004, the interest rates on the loans were 4.1%, 4.1% and 3.1% per annum, respectively. Interest on all three loans is payable on a monthly basis in New Taiwan dollars. The principal on the $1.8 million loan and the $2.6 million loan are each repayable in 21 equal quarterly installments commencing March 29, 2004 and May 15, 2004, respectively. The principal on the $7.4 million loan is repayable in 10 equal quarterly installments commencing June 27, 2003. As of December 31, 2004, the $1.8 million loan is secured by fixed deposit and land pledged to the bank of $3.2 million, the $2.6 million loan is secured by a fixed deposit and building pledged to the bank of $7.3 million and the $7.4 million loan is secured by a fixed deposit and machinery pledged to the bank amounting to $6.8 million.

      In 2003, Winstek entered into five floating rate New Taiwan dollar loans of $2.9 million, $17.7 million, $1.7 million, $4.4 million and $2.9 million with China Development Industrial Bank, Taishin International Bank, First Commercial Bank, Chiaotung Bank and Hsinchu International Bank, respectively. The interest rates on the loans are revised from time to time by the banks. As of December 31, 2004, the interest rates on the loans were 3.0%, 3.5%, 2.7%, 3.1% and 2.9% per annum, respectively. Interest on all five loans is payable on a monthly basis in New Taiwan dollars. The principal on the $2.9 million loan is repayable in 15 equal quarterly

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installments commencing June 24, 2005, and the principal on the $17.7 million loan is repayable in 16 equal installments every two months commencing September 26, 2004. The principal on the $1.7 million loan is repayable in 16 equal quarterly installments commencing July 25, 2004, the principal on the $4.4 million loan is repayable in 13 equal quarterly installments commencing November 10, 2004, and the principal on the $2.9 million loan is repayable in 48 unequal monthly installments commencing January 10, 2004. The loans are secured by property pledged to the bank, comprising land and machinery, of $42.0 million, as of December 31, 2004.

      In 2003, Winstek also obtained a multi-currency credit facility of NT$340.0 million ($10.7 million) with Chiaotung Bank. The interest rate on a U.S. dollar loan under this facility is the intra-bank interest rate of Chiaotung Bank for U.S. dollars plus 1.0% per annum. All drawdowns have been repaid before December 31, 2004.

      In 2004, Winstek entered into a floating rate New Taiwan dollar term loan of NT$1.8 billion ($56.7 million) with a syndicate of lenders, with Chiaotung Bank as the agent bank. The purpose of the term loan is for the expansion of Winstek’s testing capacity. The loan may also be accessed through letters of credit. The term loan must be fully drawn within 18 months from August 27, 2004, the date of the first drawdown. Winstek must satisfy certain conditions precedent with respect to each drawdown. As of December 31, 2004, Winstek has drawn down NT$378.0 million ($11.9 million) under the loan, which is repayable in eight equal installments commencing February 27, 2006 and ending on August 27, 2009. The interest rate on the term loan is the rate set by Chunghwa Post Co. Ltd. plus 1.3% per annum. As of December 31, 2004, the interest rate on the loan was 2.9% per annum. Interest on the loan is payable on a monthly basis. The loan is secured by certain machinery purchased with the loan proceeds and will be secured by future assets purchased with the loan proceeds. The loan agreement restricts Winstek’s ability to, among others: (1) merge or consolidate with others, or sell all or substantially all of its assets; (2) guarantee or assume the debt obligations of others; (3) lend money or property to third parties; and (4) enter into transactions that are not on arms’-length terms. In addition, under the loan agreement, Winstek is required to maintain certain financial ratios, failure of which will result in additional penalty interest being payable. The loan agreement contains certain events of defaults, including (1) failure to pay principal and interest when due or a breach of the other provisions of the loan agreement; (2) a material adverse change in Winstek’s business, bankruptcy or liquidation events; (3) failure to pledge assets to secure the term loan in accordance with the provisions of the loan agreement or the loss or destruction of such assets; (4) Winstek’s other debt becoming due and unpaid or accelerated or a material breach of contract with third parties affecting Winstek’s ability to pay principal and interest under the term loan; (5) use of the loan proceeds that is not in accordance with the loan agreement; and (6) a significant delay in the expansion of Winstek’s testing capacity as contemplated by the loan agreement, or work stoppage for a continuous period of 30 days or an aggregate of over 90 days within a year, to the extent such delay affects Winstek’s ability to pay principal and interest under the term loan.

      In 2004, Winstek entered into two floating rate New Taiwan dollar loans of $1.8 million and $2.7 million with Taipei Commercial Bank and IBT Bank, respectively. The interest rates on the loans are revised from time to time by the banks. As of December 31, 2004, the interest rates on the loans were 2.8% and 3.0% per annum, respectively. Interest on the $1.8 million and $2.7 million loans are repayable on a monthly basis, and the respective principals are repayable in 16 equal quarterly installments. As of December 31, 2004, the $1.8 million loan is secured by machinery pledged to the bank of $2.7 million and the $2.7 million loan is secured by machinery pledged to the bank of $4.1 million.

Winstek’s Fixed Rate New Taiwan Dollar Loan

      In 2003, Winstek entered into a fixed rate New Taiwan dollar loan of $2.9 million with Taiwan Life Insurance Co., Ltd. As of December 31, 2004, the interest rate on the loan was 3.9% per annum. Interest and principal are repayable in 12 equal quarterly installments commencing December 26, 2003. The loan is secured by plant and machinery pledged to Taiwan Life Insurance Co., Ltd. amounting to $3.4 million, as of December 31, 2004.

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      In 2004, Winstek entered into a Taiwan dollar fixed rate loan with Taiwan Life Insurance Company of $3.3 million. As of December 31, 2004, the interest rate on the loan is 3.6% per annum. Interest and principal on the loan is repayable in 16 equal quarterly installments. As of December 31, 2004, the loan is secured by machinery pledged to Taiwan Life Insurance Company amounting to $6.3 million.

      In 2004, two New Taiwan dollar fixed rate commercial papers of NT$50.0 million ($1.6 million) each were issued through Taching Bill Co. (guaranteed by Far East Commercial Bank) and Chung Hsing Bill Co. (guaranteed by Fu-Hua Commercial Bank) for two years, commencing November 12, 2004 and December 24, 2004, respectively. The interest rates on the commercial papers were 1.7% per annum for Taching Bill Co. and 1.7% per annum for Chung Hsing Co. Interest is repayable every two months and principal is repayable on maturity.

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DESCRIPTION OF NEW NOTES

      You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions.” In this description, the name “STATS ChipPAC” refers only to STATS ChipPAC Ltd. (formerly ST Assembly Test Services Ltd) and not to any of its subsidiaries, the name “ChipPAC” refers only to STATS ChipPAC, Inc. (formerly known as ChipPAC, Inc. and a wholly owned subsidiary of STATS ChipPAC) and not to any of the subsidiaries of ChipPAC and the name “STATS” refers to ST Assembly Test Services Ltd prior to the consummation of the merger with ChipPAC.

      STATS ChipPAC will issue the new notes under an indenture between itself, the Guarantors and U.S. Bank National Association, as trustee. This is the same indenture pursuant to which we issued the outstanding old notes. The terms of the new notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The guarantees of the new notes will be made pursuant to a subsidiary guarantee agreement among the Guarantors, STATS ChipPAC and the trustee.

      The following description is a summary of the material provisions of the indenture, the subsidiary guarantee agreement and the registration rights agreement. It does not restate those agreements in their entirety. We urge you to read the indenture, the subsidiary guarantee agreement and the registration rights agreement because they, and not this description, define your rights as holders of the notes. Copies of the indenture, the subsidiary guarantee agreement and registration rights agreement are available as set forth below under “— Additional Information.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture.

      The registered holder of a new note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

General

      The new notes will be our unsecured, senior obligations. The old notes were issued in an initial principal amount of $215.0 million. The new notes will be issued solely in exchange for an equal principal amount of old notes pursuant to the exchange offer. The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes except that: (1) the new notes will have been registered under the Securities Act and (2) the registration rights and liquidated damages provisions, which are triggered if the filing and declaration of effectiveness of the required registration statement and subsequent consummation of an exchange offer pursuant to the registration statement do not occur within the time periods specified in the registration rights agreement, applicable to the old notes are not applicable to the new notes. See “The Exchange Offer — Registration Rights.”

Brief Description of the Notes and the Note Guarantees

The Notes

      The notes:

•  will be general unsecured obligations of STATS ChipPAC;

•  will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of STATS ChipPAC, including its 1.75% senior convertible notes due 2007 and its zero coupon senior convertible notes due 2008;

•  will be senior in right of payment to any existing and future subordinated Indebtedness of STATS ChipPAC, including its guarantee of ChipPAC’s 2.5% convertible subordinated notes due 2008; and

•  will be unconditionally guaranteed by the Guarantors.

      However, the notes will be effectively subordinated to all borrowings under any existing or future Indebtedness which is secured by certain assets of STATS ChipPAC and certain of the Guarantors. See “Risk Factors — Risks Related to the Notes — Because the notes are our unsecured obligations, your right to receive

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payment on the notes and the guarantees thereof is effectively subordinated to any existing and future secured indebtedness that we or the guarantors may incur.”

     The Note Guarantees

      The notes will be guaranteed by all of the Guarantors. Each guarantee of the notes:

•  will be a general unsecured obligation of the Guarantor;

•  will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of that Guarantor; and

•  will be senior in right of payment to all existing and any future subordinated Indebtedness of that Guarantor, including ChipPAC’s 8.0% convertible subordinated notes due 2011 and ChipPAC’s 2.5% convertible subordinated notes due 2008.

      The notes will be guaranteed by all of our Wholly-Owned Subsidiaries, except STATS ChipPAC China. In the event of a bankruptcy, liquidation or reorganization of a non-guarantor Subsidiary or of Winstek Semiconductor Corporation, a corporation organized under the laws of the Republic of China (Taiwan) of which we own 54.5% of the outstanding capital stock and which will not guarantee the notes, the applicable non-guarantor Subsidiary will pay the holders of its debt and its trade creditors before it will be able to distribute any of its assets to us. STATS ChipPAC China and Winstek generated approximately 10.8% of our consolidated revenues in the fiscal year ended December 31, 2004 and held approximately 14.1% of our consolidated assets as of December 31, 2004. For historical information regarding the non-guarantor Subsidiaries of the notes, see (a) the column entitled “Non-Guarantor Subsidiaries” in note 28 in the STATS ChipPAC consolidated financial statements for the fiscal year ended December 31, 2004 and (b) the column entitled “Non-Guarantor China” in note 20 in the ChipPAC consolidated financial statements for the fiscal year ended December 31, 2003.

      Substantial operations of STATS ChipPAC are conducted through its Subsidiaries and, therefore, STATS ChipPAC depends on the cash flow of its Subsidiaries to meet its obligations, including its obligations under the notes. The notes will be effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of STATS ChipPAC’s Subsidiaries. Any right of STATS ChipPAC to receive assets of any of its Subsidiaries upon the Subsidiary’s liquidation or reorganization (and the consequent right of the holders of the notes to participate in those assets) will be effectively subordinated to the claims of that Subsidiary’s creditors, except to the extent that STATS ChipPAC is itself recognized as a creditor of the Subsidiary, in which case the claims of STATS ChipPAC would still be subordinate in right of payment to any security in the assets of the Subsidiary and any Indebtedness of the Subsidiary senior to that held by STATS ChipPAC. As of December 31, 2004, after giving effect to the completion of the tender offer, the offering of the old notes and our use of the net proceeds from the offering of the old notes, STATS ChipPAC’s Subsidiaries would have had approximately $297.7 million of Indebtedness and $136.0 million of trade payables and other liabilities outstanding. See “Risk Factors — Risks Related to the Notes — Because the notes are our unsecured obligations, your right to receive payment on the notes and the guarantees thereof is effectively subordinated to any existing and future secured indebtedness that we or the guarantors may incur.”

      As of the date of the indenture, all of our Wholly-Owned Subsidiaries will be “Restricted Subsidiaries.” Winstek Semiconductor Corporation, a corporation organized under the laws of the Republic of China (Taiwan) of which we own 54.5% of the outstanding capital stock, will be an Unrestricted Subsidiary. In addition, under the circumstances described below under the caption definition of “Unrestricted Subsidiary,” we will be permitted to designate additional Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

      We issued $215.0 million aggregate principal amount of notes in the private placement offering on November 18, 2004. STATS ChipPAC may issue additional notes under the indenture from time to time after this offering. Any issuance of additional notes is subject to all of the covenants in the indenture, including the

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covenant described below under the caption “— Certain Covenants — Limitation on Indebtedness.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. STATS ChipPAC issued notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on November 15, 2011.

      Interest on the notes will accrue at the rate of 6³/4% per annum and will be payable semi-annually in arrears on May 15 and November 15, except that the first payment of interest, to be made on May 15, 2005, will be in respect of the period from November 18, 2004 to May 15, 2005. Interest on overdue principal and, to the extent lawful, interest and Liquidated Damages, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. STATS ChipPAC will make each interest payment to the holders of record on the immediately preceding May 1 and November 1.

      Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

      If a holder of notes has given wire transfer instructions to STATS ChipPAC, STATS ChipPAC will pay all principal, interest and premium and Liquidated Damages, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless STATS ChipPAC elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

      The trustee will initially act as paying agent and registrar. STATS ChipPAC may change the paying agent or registrar without prior notice to the holders of the notes, and STATS ChipPAC or any of its Subsidiaries may act as paying agent or registrar. So long as the notes are listed on the SGX-ST and the rules of the SGX-ST so require, STATS ChipPAC shall appoint and maintain a paying agent in Singapore, where the notes may be presented or surrendered for payment or redemption, in the event that a Global Note is exchanged for definitive notes in certificated form.

Transfer and Exchange

      A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. STATS ChipPAC will not be required to transfer or exchange any note selected for redemption. Also, STATS ChipPAC will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Additional Amounts

      All payments of, or in respect of, principal of, premium and interest on, the notes or under the Note Guarantees will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Singapore or any other jurisdiction in which any Guarantor is organized or resident for tax purposes or from or through which payment is made, (including, in each case, any political subdivision thereof) (the “Relevant Jurisdiction”) or any authority thereof or therein having power to tax unless these taxes, duties, assessments or governmental charges are required to be withheld or deducted. In that event, STATS ChipPAC (or the Guarantor, as the case may be) agrees to pay such additional amounts as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges of the Relevant Jurisdiction) in the payment to each holder of a note of the amounts that would have been payable in respect of

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such notes or under the Note Guarantees had no withholding or deduction been required (such amounts, “Additional Amounts”), except that no Additional Amounts shall be payable for or on account of:

      (a) any tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that such holder:

      (1) has a present or former connection with the Relevant Jurisdiction other than the mere ownership of, or receipt of payment under, such note or under the Note Guarantees; or

      (2) presented such note more than 30 days after the date on which the payment in respect of such note first became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such Additional Amounts if it had presented such note for payment on any day within such period of 30 days;

      (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

      (c) any tax, duty, assessment or other governmental charge which is payable otherwise than by deduction or withholding from payment of interest or principal on the notes or under the Note Guarantees;

      (d) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the holder or the Beneficial Owner of a note with a request by STATS ChipPAC addressed to the holder (A) to provide information concerning the nationality, residence or identity of the holder or such Beneficial Owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) and (B), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge; or

      (e) any combination of the items listed above;

nor shall Additional Amounts be paid with respect to any payment of the principal of or premium or interest on any note to any holder who is a fiduciary or partnership or other than the sole Beneficial Owner of the payment to the extent that, if the Beneficial Owner had held the note directly, such Beneficial Owner would not have been entitled to the Additional Amounts.

      If any taxes are required to be deducted or withheld from payments on the notes or under the Note Guarantees, STATS ChipPAC shall promptly provide a receipt of the payment of such taxes (or if such receipt is not available, any other evidence of payment reasonably acceptable to the trustee).

      Any reference herein to the payment of the principal of or interest on any note shall be deemed to include the payment of Additional Amounts provided for in the indenture to the extent that, in such context, Additional Amounts are, were or would be payable under the indenture.

Note Guarantees

      The notes will be guaranteed by each of the Guarantors on an unsecured, senior basis. These Note Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Risks Related to the Notes — Fraudulent conveyance laws may permit courts to void our subsidiaries’ guarantees of the notes in specific circumstances, which would interfere with payment under our subsidiaries’ guarantees.”

      The Note Guarantee of a Guarantor will be released:

      (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) STATS ChipPAC or a Restricted Subsidiary of STATS ChipPAC, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

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      (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) STATS ChipPAC or a Restricted Subsidiary of STATS ChipPAC, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

      (3) if STATS ChipPAC designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or

      (4) upon legal defeasance or satisfaction and discharge of the indenture as provided below under the captions “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge.”

      See “— Repurchase at the Option of Holders — Asset Sales.”

Optional Redemption

      At any time prior to November 15, 2007, STATS ChipPAC may, on one or more occasions, redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including the issuance of any additional notes thereunder) at a redemption price of 106.750% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more sales of common Equity Interests (other than Disqualified Stock) of STATS ChipPAC; provided that:

      (1) at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by STATS ChipPAC and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

      (2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.

      Except as provided herein, the notes will not be redeemable at STATS ChipPAC’s option prior to November 15, 2008.

      On or after November 15, 2008, STATS ChipPAC may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2008		103.375	%
2009		101.688	%
2010 and thereafter		100.000	%

      Unless STATS ChipPAC defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

      At any time prior to November 15, 2008, STATS ChipPAC may also redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

      For purposes of this provision, “Applicable Premium” means, with respect to any note on any redemption date, the excess of:

      (a) the present value at such redemption date of (i) the redemption price of the note at November 15, 2008 (such redemption price being set forth in the table appearing above) plus (ii) all required interest payments due on

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the note through November 15, 2008 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

      (b) the principal amount of the note, if greater.

Redemption Upon Changes in Withholding Taxes

      If, as a result of:

      (a) any amendment after the date of the indenture to, or change after the date of the indenture in, the laws or regulations of any Relevant Jurisdiction, or

      (b) any change after the date of the indenture in the general application or general or official interpretation of the laws or regulations of any Relevant Jurisdiction applicable to STATS ChipPAC,

      STATS ChipPAC would be obligated to pay, on the next date for any payment and as a result of that change, Additional Amounts as described above under “— Additional Amounts” with respect to the Relevant Jurisdiction, which STATS ChipPAC cannot avoid by the use of reasonable measures available to it, then STATS ChipPAC may redeem all, but not less than all, of the notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 100% of the principal amount, plus accrued interest and Liquidated Damages, if any, to the redemption date. Prior to the giving of any notice of redemption described in this paragraph, STATS ChipPAC will deliver to the trustee an officers’ certificate stating that:

      (a) the obligation to pay such Additional Amounts cannot be avoided by STATS ChipPAC taking reasonable measures available to it; and

      (b) STATS ChipPAC has or will become obligated to pay such Additional Amounts as a result of an amendment, change, or official application or interpretation described above.

      STATS ChipPAC will provide notice of any optional redemption of the notes described above in accordance with the provisions of the indenture.

Mandatory Redemption

      STATS ChipPAC is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

      If a Change of Control occurs, each holder of notes will have the right to require STATS ChipPAC to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, STATS ChipPAC will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, STATS ChipPAC will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice, provided that in no event shall the Change of Control Payment Date be later than 90 days after the occurrence of such Change of Control. STATS ChipPAC will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, STATS ChipPAC will comply with the applicable securities laws and

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regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

      On the Change of Control Payment Date, STATS ChipPAC will, to the extent lawful:

      (1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

      (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

      (3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by STATS ChipPAC.

      The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. STATS ChipPAC will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

      The provisions described above that require STATS ChipPAC to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that STATS ChipPAC repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

      STATS ChipPAC will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by STATS ChipPAC and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “— Optional Redemption” or “— Redemption Upon Changes in Withholding Taxes,” unless and until there is a default in payment of the applicable redemption price.

      The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of STATS ChipPAC and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require STATS ChipPAC to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of STATS ChipPAC and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

      STATS ChipPAC will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

      (1) STATS ChipPAC (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

      (2) at least 75% of the consideration received in the Asset Sale by STATS ChipPAC or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:

      (a) any liabilities, as shown on STATS ChipPAC’s most recent consolidated balance sheet of STATS ChipPAC or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantor) that are assumed by the transferee of any such assets

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pursuant to a customary novation agreement that releases STATS ChipPAC or such Restricted Subsidiary from further liability;

      (b) any securities, notes or other obligations received by STATS ChipPAC or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by STATS ChipPAC or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and

      (c) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant;

provided that the 75% limitation referred to in clause (2) above will not apply to any Asset Sale if the after-tax cash proceeds received therefrom, as determined in good faith by STATS ChipPAC’s Board of Directors, is equal to or greater than what the after-tax cash proceeds would have been had the Asset Sale complied with the aforementioned 75% limitation.

      Within 360 days after the receipt of any Net Proceeds from an Asset Sale, STATS ChipPAC (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

      (1) to repay Specified Senior Indebtedness of STATS ChipPAC or Indebtedness (other than Disqualified Stock) of any Restricted Subsidiary (in each case other than Indebtedness owed to STATS ChipPAC or an Affiliate thereof) and, if any such Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

      (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Related Business, if, after giving effect to any such acquisition of Capital Stock (including the acquisition of a minority interest in) the Related Business is or becomes a Restricted Subsidiary of STATS ChipPAC;

      (3) to make a capital expenditure; or

      (4) to acquire other assets that are not classified as current assets under U.S. GAAP and that are used or useful in a Related Business;

provided, however, that if STATS ChipPAC or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Proceeds within one year of such contractual commitment in accordance with the above clauses (2), (3) or (4), subject to only customary conditions which shall not include a financing condition, and such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for the application of Net Proceeds set forth in this paragraph shall be considered satisfied.

      Pending the final application of any Net Proceeds, STATS ChipPAC may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

      Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” On the 365(th) day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds $10.0 million, STATS ChipPAC will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, STATS ChipPAC may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

      STATS ChipPAC will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities

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laws or regulations conflict with the Asset Sale provisions of the indenture, STATS ChipPAC will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

      The agreements governing STATS ChipPAC’s other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control. In addition, future agreements may contain prohibitions of events that would constitute an Asset Sale. The exercise by the holders of notes of their right to require STATS ChipPAC to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control itself does not, and even though the Asset Sale itself will not, due to the financial effect of such repurchases on STATS ChipPAC. In the event a Change of Control or Asset Sale occurs at a time when the financial effect of the repurchase of notes would cause a default under any of these other agreements, STATS ChipPAC could seek the consent of holders of its other Indebtedness to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If STATS ChipPAC does not obtain a consent or repay those borrowings, STATS ChipPAC will be effectively prohibited from purchasing notes. In that case, STATS ChipPAC’s failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other indebtedness. Finally, STATS ChipPAC’s ability to pay cash to the holders of notes upon a repurchase may be limited by STATS ChipPAC’s then existing financial resources. See “Risk Factors — Risks Related to the Notes — We may not have the ability to raise the funds to purchase the notes upon a change of control as required by the indenture governing the notes.”

Selection and Notice

      If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

      No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

      If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Restricted Payments

      (a) STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time that STATS ChipPAC or the Restricted Subsidiary makes the Restricted Payment:

      (1) a Default shall have occurred and be continuing (or would result as a result of making the Restricted Payment);

      (2) STATS ChipPAC is not able to Incur an additional $1.00 of Indebtedness under paragraph (a) of the covenant described under “— Limitation on Indebtedness;” or

      (3) the aggregate amount of the Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum, without duplication, of:

      (A) 50% of the Consolidated Net Income accrued during the period, treated as one accounting period, from the beginning of the fiscal quarter immediately following the fiscal quarter during which the notes are originally issued to the end of the most recent fiscal quarter for which internal financial

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statements are available on or prior to the date of the Restricted Payment, or, in case Consolidated Net Income shall be a deficit, minus 100% of the deficit;

      (B) the aggregate Net Cash Proceeds received by STATS ChipPAC from the issuance or sale of, or capital contribution relating to, its Capital Stock, other than Disqualified Stock, subsequent to the Issue Date, other than an issuance or sale to a Subsidiary of STATS ChipPAC and other than an issuance or sale to an employee stock ownership plan or to a trust established by STATS ChipPAC or any of its Subsidiaries for the benefit of employees to the extent that the purchase by the plan or trust is financed by Indebtedness of the plan or trust to STATS ChipPAC or any of its Subsidiaries or Indebtedness guaranteed by STATS ChipPAC or any of its Subsidiaries, and the Fair Market Value of property, other than cash that would constitute Temporary Cash Investments or a Related Business, received by STATS ChipPAC or a Restricted Subsidiary subsequent to the Issue Date as a contribution to its common equity capital, other than from a Subsidiary of STATS ChipPAC or that was financed with loans from STATS ChipPAC or any Restricted Subsidiary;

      (C) the amount by which Indebtedness of STATS ChipPAC or any Restricted Subsidiary is reduced on the STATS ChipPAC consolidated balance sheet upon the conversion or exchange, other than by a Subsidiary of STATS ChipPAC subsequent to the Issue Date, of any Indebtedness of STATS ChipPAC or any Restricted Subsidiary convertible or exchangeable for STATS ChipPAC Capital Stock, other than Disqualified Stock, less the amount of any cash, or the Fair Market Value of any other property, distributed by STATS ChipPAC or any Restricted Subsidiary upon the conversion or exchange; and

      (D) an amount equal to the sum of (i) the net reduction in Investments in any Person resulting from dividends, repayments of loans or advances or other transfers of assets subsequent to the Issue Date, in each case, to STATS ChipPAC or any Restricted Subsidiary from the Person, and (ii) the portion, proportionate to STATS ChipPAC’s equity interest in the Subsidiary, of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the time the Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that this sum shall not exceed, in the case of any Person, the amount of Investments previously made, and treated as a Restricted Payment, by STATS ChipPAC or any Restricted Subsidiary in the Person.

      (b) The provisions of the prior paragraph (a) shall not prohibit:

      (1) any Restricted Payment made by exchange for, or out of the proceeds of the substantially concurrent sale of, or capital contribution relating to, Capital Stock of STATS ChipPAC, other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of STATS ChipPAC or an employee stock ownership plan or to a trust established by STATS ChipPAC or any of its Subsidiaries for the benefit of employees to the extent that the purchase by the plan or trust is financed by Indebtedness of the plan or trust to STATS ChipPAC or any of its Subsidiaries or Indebtedness Guaranteed by STATS ChipPAC or any of its Subsidiaries; provided, however, that (A) the Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from the sale shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

      (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent sale of, Indebtedness which is permitted to be Incurred under the covenant described under “— Limitation on Indebtedness;” provided, however, that the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

      (3) any purchase or redemption of Disqualified Stock of STATS ChipPAC or a Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of STATS ChipPAC or a Restricted Subsidiary which is permitted to be Incurred under the covenant described under “— Limitation on Indebtedness;” provided, however, that the purchase or redemption shall be excluded in the calculation of the amount of Restricted Payments;

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      (4) any purchase or redemption of Subordinated Obligations from Net Proceeds upon completion of an Asset Sale Offer to the extent permitted by the covenant described under “— Repurchase at the Option of Holders — Asset Sales”; provided, however, that the purchase or redemption shall be excluded in the calculation of the amount of Restricted Payments;

      (5) upon the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the notes under the covenant described under “— Repurchase at the Option of Holders — Change of Control” above, including the purchase of the notes tendered, any purchase or redemption of Subordinated Obligations required under the terms of the Subordinated Obligations as a result of the Change of Control at a purchase or redemption price not to exceed the outstanding principal amount of the Subordinated Obligations, plus any accrued and unpaid interest; provided, however, that

      (A) at the time of the purchase or redemption no Default shall have occurred and be continuing or would result from the purchase or redemption;

      (B) STATS ChipPAC would be able to Incur an additional $1.00 of Indebtedness under paragraph (a) of the covenant described under “— Limitation on Indebtedness” after giving pro forma effect to the Restricted Payment; and

      (C) the purchase or redemption shall be included in the calculation of the amount of Restricted Payments.

      (6) dividends paid within 60 days after the date of declaration of the dividends if, at the date of declaration, the dividends would have complied with this covenant; provided, however, that the dividends shall be included in the calculation of the amount of Restricted Payments;

      (7) the repurchase or other acquisition of shares of, or options to purchase shares of, common stock of STATS ChipPAC or any of its Subsidiaries from employees, former employees, consultants, former consultants, directors or former directors of STATS ChipPAC or any of its Subsidiaries, or permitted transferees of these employees, former employees, consultants, former consultants, directors or former directors), under the terms of the agreements, including employment and consulting agreements, or plans, or amendments approved by the Board of Directors of STATS ChipPAC under which these individuals purchase or sell or are granted the option to purchase or sell, shares of the common stock; provided, however, that the aggregate amount of the repurchases shall not exceed the sum of:

      (x) $5.0 million;

      (y) the Net Cash Proceeds from the sale of Capital Stock to members of management or directors of STATS ChipPAC and its Subsidiaries that occurs after the Issue Date, to the extent the Net Cash Proceeds from the sale have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(B) of paragraph (a) above; and

      (z) the cash proceeds of any “key man” life insurance policies that are used to make the repurchases;

provided, further, that (A) the repurchases shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from the sale shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above.

      (8) repurchases of Capital Stock deemed to occur upon the exercise of stock options if the Capital Stock represents a portion of the exercise price of the stock options; provided, however, that the payments shall be excluded in the calculation of the amount of Restricted Payments;

      (9) payments not to exceed $200,000 in the aggregate solely to enable STATS ChipPAC to make payments to holders of its Capital Stock in lieu of the issuance of fractional shares of its Capital Stock; provided, however, that the payments shall be excluded in the calculation of the amount of Restricted Payments;

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      (10) Restricted Payments not to exceed $30.0 million payable on Capital Stock, including Disqualified Stock, issued to customers, clients, suppliers or purchasers or sellers of goods or services of STATS ChipPAC or a Restricted Subsidiary in connection with a strategic investment in STATS ChipPAC or a Restricted Subsidiary by the customers, clients, suppliers or purchasers or sellers of goods or services; provided, however, that the payments shall be included in the calculation of the amount of Restricted Payments;

      (11) Restricted Payments not exceeding $30.0 million in the aggregate for any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations; provided, however, that (A) at the time of the Restricted Payments, no Default shall have occurred and be continuing or result from the Restricted Payments, and (B) the Restricted Payments shall be included in the calculation of the amount of Restricted Payments;

      (12) the repurchase or other acquisition or retirement for value of up to all of ChipPAC International Company Limited’s outstanding 12.75% Senior Subordinated Notes due 2009 as described under the section in this prospectus titled “Use of Proceeds”; provided, however, that the Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;

      (13) the distribution, as a dividend or otherwise, of shares of Capital Stock or assets of an Unrestricted Subsidiary, provided that the Fair Market Value of the shares of Capital Stock or assets shall not exceed the amount of the Investments that were made, and not subsequently reduced under clause (3)(D) of paragraph (a) above, by STATS ChipPAC in the Unrestricted Subsidiary and were treated as Restricted Payments or were included in the calculation of the amount of Restricted Payments previously made; provided, however, that (A) the distributions shall be excluded in the calculation of the amount of Restricted Payments and (B) any net reduction in Investments in the Unrestricted Subsidiary resulting from the distribution shall be excluded from the calculation of amounts under clause (3)(D) of paragraph (a) above; or

      (14) Restricted Payments not exceeding $15.0 million in the aggregate; provided, however, that (A) at the time of the Restricted Payments, no Default shall have occurred and be continuing or result from the Restricted Payments and (B) the Restricted Payments shall be included in the calculation of the amount of Restricted Payments.

Limitation on Indebtedness

      (a) STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness, except that STATS ChipPAC may Incur Indebtedness if, after giving pro forma effect to the Incurrence, the Consolidated Coverage Ratio exceeds 2.0 to 1.0.

      (b) Notwithstanding the provisions of paragraph (a), STATS ChipPAC and its Restricted Subsidiaries may Incur the following Indebtedness:

      (1) Indebtedness of STATS ChipPAC or any Guarantor Incurred under any Credit Facilities; provided, however, that, immediately after giving effect to the Incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) and then outstanding does not exceed the greater of (A) $100.0 million and (B) the sum of (x) $20.0 million, (y) 50% of the book value of the inventory of STATS ChipPAC and that of the Restricted Subsidiaries and (z) 80% of the book value of the accounts receivables of STATS ChipPAC and that of the Restricted Subsidiaries; provided, further, that the Indebtedness may only be Incurred by a Restricted Subsidiary that is a Guarantor if the Indebtedness, when added together with the amount of all other Indebtedness Incurred by Restricted Subsidiaries that are Guarantors under this clause (1) and then outstanding, does not exceed an amount equal to 50% of the greater of (x) the amount in clause (A) above and (y) the amount determined in clause (B) above;

      (2) Indebtedness of STATS ChipPAC or any Restricted Subsidiary owed to and held by STATS ChipPAC or a Guarantor; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of the Indebtedness (other than to STATS ChipPAC or another Restricted Subsidiary) will be considered, in each case, to constitute the Incurrence of the Indebtedness by the issuer of that Indebtedness;

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      (3) Indebtedness consisting of the notes, other than Additional Notes;

      (4) Indebtedness outstanding on the Issue Date, other than Indebtedness described in clause (1), (2), (3), (7), (8), (9) or (14) of this paragraph (b);

      (5) Refinancing Indebtedness relating to Indebtedness Incurred under paragraph (a) or under clause (2), (3), (4), (6) or this clause (5) of this paragraph (b); provided, however, that to the extent the Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred under clause (6) of this paragraph (b), the Refinancing Indebtedness shall be Incurred only by that Subsidiary;

      (6) Indebtedness of a Person Incurred and outstanding on or prior to the date on which the Person was acquired by the STATS ChipPAC or a Restricted Subsidiary, other than Indebtedness Incurred in anticipation of, in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions where the Person was acquired by STATS ChipPAC or a Restricted Subsidiary; provided, however, that after giving pro forma effect to the transaction or series of related transactions, (a) the Consolidated Coverage Ratio increases as a consequence of the incurrence and related acquisition and (b) the Consolidated Coverage Ratio is at least 1.5 to 1.0;

      (7) Indebtedness of STATS ChipPAC Korea in an amount not to exceed $20.0 million in the aggregate;

      (8) Indebtedness of STATS ChipPAC Malaysia in an amount not to exceed $1.0 million in the aggregate;

      (9) Indebtedness of STATS ChipPAC China in an amount not to exceed $30.0 million aggregate principal amount;

      (10) Hedging Obligations of STATS ChipPAC or any Restricted Subsidiary under Interest Rate Agreements and Currency Agreements entered into in the ordinary course of business and not for the purpose of speculation;

      (11) Indebtedness of STATS ChipPAC or any Restricted Subsidiary in the form of performance bonds, completion guarantees and surety or appeal bonds entered into by STATS ChipPAC and the Restricted Subsidiaries in the ordinary course of their business;

      (12) Indebtedness consisting of the Note Guarantees and Guarantees of other Indebtedness otherwise permitted under the indenture;

      (13) Indebtedness of STATS ChipPAC or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that the Indebtedness is satisfied within five business days of Incurrence;

      (14) Indebtedness, including Capital Lease Obligations, Incurred by STATS ChipPAC or any of the Guarantors to finance the purchase, lease or improvement of real or personal property or equipment, whether through the direct purchase of assets or the Capital Stock of any Person owning the assets, in an aggregate principal amount which, when added together with the amount of Indebtedness Incurred under this clause (14) and then outstanding, does not exceed the greater of (A) $50.0 million and (B) 5% of Total Assets (in each case including any Refinancing Indebtedness of that Indebtedness);

      (15) Indebtedness Incurred by STATS ChipPAC or any of the Restricted Subsidiaries constituting reimbursement obligations under letters of credit issued in the ordinary course of business including, without limitation, letters of credit to procure raw materials, or relating to workers’ compensation claims or self-insurance, or other Indebtedness relating to reimbursement-type obligations regarding workers’ compensation claims;

      (16) Indebtedness of STATS ChipPAC issued to any of its directors, employees, officers or consultants or a Restricted Subsidiary in connection with the redemption or purchase of Capital Stock that, by its terms, is subordinated to the notes, is not secured by any of the assets of STATS ChipPAC or the Restricted Subsidiaries and does not require cash payments prior to the Stated Maturity of the notes and Refinancing

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Indebtedness of that Indebtedness, in an aggregate principal amount which, when added together with the amount of Indebtedness Incurred under this clause (16) and then outstanding, does not exceed $5.0 million;

      (17) Indebtedness arising from agreements of STATS ChipPAC or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of STATS ChipPAC, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of the business, assets or Restricted Subsidiary for the purpose of financing the acquisition; provided that the maximum assumable liability of all the Indebtedness shall at no time exceed the gross proceeds actually received by STATS ChipPAC and the Restricted Subsidiaries in connection with the disposition; and

      (18) Indebtedness of STATS ChipPAC or a Guarantor in an aggregate principal amount which, together with all other Indebtedness of STATS ChipPAC and the Guarantors outstanding on the date of Incurrence (other than Indebtedness permitted by clauses (1) through (17) above or paragraph (a) above) does not exceed $40.0 million.

      (c) Notwithstanding this provision, STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary to, Incur any Refinancing Indebtedness under the prior paragraph (b) if the proceeds from the Refinancing Indebtedness are used, directly or indirectly, to Refinance any Subordinated Obligations unless the Indebtedness shall be subordinated to the notes or the relevant Note Guarantee, as applicable, to at least the same extent as the Subordinated Obligations.

      (d) For purposes of determining compliance with this covenant,

      (1) if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, STATS ChipPAC, in its sole discretion, will classify the item of Indebtedness at the time of its Incurrence, or later reclassify all or a portion of such Indebtedness in any manner that complies with the indenture governing the notes, and only be required to include the amount and type of the Indebtedness in one of the above clauses; and

      (2) an item of Indebtedness may be divided and classified in more than one of the types of Indebtedness described above.

      (e) Notwithstanding paragraphs (a) and (b) above, STATS ChipPAC shall not, and shall not permit any Guarantor to, Incur any Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of STATS ChipPAC or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of STATS ChipPAC solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

      (f) For purposes of determining compliance with any U.S. dollar denominated restriction on the Limitation on Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of the Indebtedness will be the U.S. Dollar Equivalent determined on the date of the Incurrence of the Indebtedness, provided, however, that if any of the Indebtedness denominated in a different currency is governed by a Currency Agreement relating to U.S. dollars, covering all principal, premium, if any, and interest payable on the Indebtedness, the amount of Indebtedness expressed in U.S. dollars will be as provided in the Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (i) the U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined compliance the preceding sentence, and (ii) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of the excess will be determined on the date the Refinancing Indebtedness is Incurred.

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Liens

      STATS ChipPAC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens and Liens to secure Indebtedness pursuant to subparagraphs (b)(1) and (b)(9) of the covenant “— Limitation on Indebtedness,” unless:

      (1) in the case of any Lien securing Subordinated Obligations, effective provision is made to secure the notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such Subordinated Obligations; and

      (2) in all other cases, the notes or such Note Guarantee, as the case may be, are secured on an equal and ratable basis.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

      STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to STATS ChipPAC or any Restricted Subsidiary or pay any Indebtedness owed to STATS ChipPAC or any Restricted Subsidiary, (b) make any loans or advances to STATS ChipPAC or any Restricted Subsidiary or (c) transfer any of its property or assets to STATS ChipPAC or any Restricted Subsidiary, except:

      (1) any encumbrance or restriction under an agreement in effect at or entered into on the Issue Date, including the indenture, the notes and the Note Guarantees;

      (2) any encumbrance or restriction relating to a Restricted Subsidiary under an agreement relating to any Indebtedness Incurred by the Restricted Subsidiary on or prior to the date on which the Restricted Subsidiary was acquired by STATS ChipPAC, other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions where the Restricted Subsidiary became a Restricted Subsidiary or was acquired by STATS ChipPAC, and outstanding on that date;

      (3) any encumbrance or restriction under an agreement (A) evidencing Indebtedness Incurred without violation of the indenture or (B) effecting a Refinancing of Indebtedness Incurred under an agreement referred to in clause (1) or (2) of this covenant or this clause (3) or contained in any amendment to an agreement referred to in clause (1) or (2) of this covenant or this clause (3); provided, however, that in the case of clauses (A) and (B), the encumbrances and restrictions relating the Restricted Subsidiary contained in the refinancing agreement or amendment are, in the good faith judgment of the Board of Directors of STATS ChipPAC, no more restrictive in any material respect than the encumbrances and restrictions relating to the Restricted Subsidiary contained in agreements of the Restricted Subsidiary in effect at, or entered into on, the Issue Date;

      (4) any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent the provisions restrict the transfer of the lease or the property leased thereunder or in licenses entered into in the ordinary course of business to the extent the licenses restrict the transfer of the license or the property licensed under the license;

      (5) in the case of clause (c) above, restrictions contained in security agreements (including Capital Lease Obligations) or mortgages securing Indebtedness of a Restricted Subsidiary so long as the restrictions solely restrict the transfer of the property governed by the security agreements or mortgages;

      (6) restrictions on the transfer of assets under any Lien permitted under the indenture imposed by the holder of the Lien;

      (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c) above;

      (8) provisions relating to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;

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      (9) any restriction relating to a Restricted Subsidiary imposed under an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of the Restricted Subsidiary pending the closing of the sale or disposition;

      (10) any restriction arising under applicable law, regulation or order;

      (11) any agreement or instrument governing Capital Stock, other than Disqualified Stock, of any Person that is in effect on the date the Person is acquired by STATS ChipPAC or a Restricted Subsidiary;

      (12) any restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

      (13) any encumbrance or restriction under an agreement evidencing Indebtedness incurred pursuant to clause (b)(9) of the covenant entitled “— Limitation on Indebtedness” that is reasonable and customary for the type of Indebtedness incurred pursuant to clause (b)(9) of the covenant entitled “Limitation on Indebtedness;” and

      (14) customary provisions in joint venture agreements entered into with the approval of STATS ChipPAC’s Board of Directors; provided, however,that (i) such encumbrance or restriction is applicable only to the assets of such Restricted Subsidiary that are the subject of such agreement, (ii) the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable agreements and (iii) STATS ChipPAC reasonably determines that any such encumbrance or restriction will not materially affect its ability to make any anticipated principal or interest payments on the notes.

Merger, Consolidation or Sale of Assets

      STATS ChipPAC shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of related transactions, all or substantially all its assets to, any Person, unless:

      (1) the resulting, surviving or transferee Person, referred to as a “Successor Company,” shall be a Person organized and existing under the laws of Singapore or of the United States of America, any State thereof or the District of Columbia and the Successor Company, if not STATS ChipPAC, shall expressly assume, by a supplemental indenture executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of STATS ChipPAC under the indenture, the notes and the registration rights agreement;

      (2) immediately after giving effect to the transaction, and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of the transaction as having been Incurred by the Successor Company or the Subsidiary at the time of the transaction, no Default shall have occurred and be continuing;

      (3) immediately after giving effect to the transaction, (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness under paragraph (a) of the covenant described under “— Limitation on Indebtedness” or (B) the Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the same ratio for STATS ChipPAC and its Restricted Subsidiaries immediately prior to the transaction;

      (4) STATS ChipPAC shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger or transfer and any supplemental indenture comply with the indenture;

      (5) if the merging corporation is organized and existing under the laws of Singapore and the Successor Company is organized and existing under the laws of the United States of America, any State thereof or the District of Columbia or if the merging corporation is organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company is organized and existing under the laws of Singapore (any such event, a “Foreign Jurisdiction Merger”), STATS ChipPAC shall have delivered to the trustee an opinion of counsel that the holders of notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the transaction and will be taxed in the same manner and on the same amounts and at the same times as would have been the case if the transaction had not occurred; and

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      (6) in the event of a Foreign Jurisdiction Merger, STATS ChipPAC shall have delivered to the trustee an opinion of counsel from Singapore or other applicable jurisdiction that (A) any payment of interest or principal under or relating to the notes or the Note Guarantees will, after the consolidation, merger, conveyance, transfer or lease of assets, be exempt from the Taxes described under “— Redemption Upon Changes in Withholding Taxes” and (B) no other taxes on income, including capital gains, will be payable by holders of the notes under the laws of Singapore or any other jurisdiction where the Successor Company is or becomes organized, resident or engaged in business for tax purposes relating to the acquisition, ownership or disposition of the notes, including the receipt of interest or principal thereon, provided that the holder does not use or hold, and is not deemed to use or hold the notes in carrying on a business in Singapore or other jurisdiction where the Successor Company is or becomes organized, resident or engaged in business for tax purposes;

provided, however, that clause (3) above shall not apply (x) if, in the good faith determination of the Board of Directors of STATS ChipPAC, whose determination shall be evidenced by a resolution of the Board of Directors, the principal purpose and effect of the transaction is to change the jurisdiction of incorporation of STATS ChipPAC or (y) in the case of a merger of STATS ChipPAC with or into one of its Wholly Owned Subsidiaries.

      The Successor Company shall be the successor to STATS ChipPAC and shall succeed to, and be substituted for, and may exercise every right and power of, STATS ChipPAC under the indenture, the notes and the registration rights agreement and STATS ChipPAC, except in the case of a lease, shall be automatically released from its obligations under the indenture, the notes and the registration rights agreement.

      STATS ChipPAC will not permit any Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

      (1) the resulting, surviving or transferee Person if not the Guarantor shall be a Person organized and existing under the laws of the jurisdiction under which the Guarantor was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and the Person shall expressly assume, by executing a supplemental indenture satisfactory to the trustee, all the obligations of the Guarantor under the indenture, its Note Guarantee and the registration rights agreement;

      (2) immediately after giving effect to the transaction or transactions on a pro forma basis, and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of the transaction as having been issued by the Person at the time of the transaction, no Default shall have occurred and be continuing; and

      (3) STATS ChipPAC delivers to the trustee an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger or transfer and the supplemental indenture complies with the indenture.

      The provisions of clauses (1) and (2) above shall not apply to any one or more transactions involving a Guarantor which constitute an Asset Sale if such transactions are made in compliance with the applicable provisions of the “Asset Sale” provision of the indenture.

Transactions with Affiliates

      (a) STATS ChipPAC shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction, including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service, with any Affiliate of STATS ChipPAC (an “Affiliate Transaction”) unless the terms of that transaction:

      (1) are no less favorable to STATS ChipPAC or the Restricted Subsidiary than those that could be obtained at the time of the transaction in arm’s-length dealings with a Person who is not an Affiliate;

      (2) if the Affiliate Transaction involves an amount in excess of $10.0 million, have been approved by a majority of the disinterested members of the Board of Directors of STATS ChipPAC; and

      (3) if the Affiliate Transaction involves an amount in excess of $20.0 million, have been determined by (A) a nationally recognized investment banking firm to be fair, from a financial standpoint, to STATS ChipPAC and the Restricted Subsidiaries or (B) an accounting or appraisal firm nationally recognized in

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making determinations of this kind to be on terms that are not less favorable to STATS ChipPAC and the Restricted Subsidiaries than the terms that could be obtained in an arms-length transaction from a Person that is not an Affiliate; provided, however, that this clause (3) shall not apply to any transaction that is an Affiliate Transaction solely because another party to such transaction is deemed an Affiliate of STATS ChipPAC through its direct or indirect relationship with any Permitted Holder.

      (b) The provisions of the prior paragraph (a) shall not prohibit:

      (1) any Restricted Payment permitted to be paid under the covenant described under “— Restricted Payments;”

      (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise under, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of STATS ChipPAC;

      (3) the grant of stock options or similar rights to STATS ChipPAC employees and directors or those of the Restricted Subsidiaries under plans or agreements approved by the Board of Directors of STATS ChipPAC;

      (4) loans or advances to employees, directors, officers or consultants (A) in the ordinary course of business or (B) otherwise in an aggregate amount not to exceed $5.0 million in the aggregate outstanding at any one time;

      (5) reasonable fees, compensation or employee benefit arrangements to and indemnity provided for the benefit of employees, directors, officers or consultants of STATS ChipPAC or any of its Subsidiaries in the ordinary course of business;

      (6) any transaction exclusively between or among STATS ChipPAC and the Restricted Subsidiaries or between or among Restricted Subsidiaries; provided, however, that the transactions are not otherwise prohibited by the indenture;

      (7) any agreement with an Affiliate in existence on the Issue Date and previously provided to the Trustee;

      (8) the issuance or sale of any STATS ChipPAC Capital Stock, other than Disqualified Stock; and

      (9) payments or cancellations of loans to employees or consultants of STATS ChipPAC or any Restricted Subsidiary that are approved by a majority of the Board of Directors of STATS ChipPAC in good faith and that are otherwise permitted under the Indenture not to exceed $2.0 million in the aggregate.

Future Guarantors

      If, after the Issue Date, STATS ChipPAC forms or otherwise acquires, directly or indirectly, any Restricted Subsidiary, STATS ChipPAC shall cause the Restricted Subsidiary to Guarantee the notes under a Note Guarantee on the terms and conditions in the indenture; provided, however, in the event STATS ChipPAC or a Restricted Subsidiary forms or otherwise acquires, directly or indirectly, a Restricted Subsidiary organized under the laws of a jurisdiction other than the United States and the jurisdiction prohibits by law, regulation or order the Restricted Subsidiary from providing a Guarantee, STATS ChipPAC shall use all commercially reasonable efforts, including pursuing required waivers, over a period up to one year, to provide the Guarantee; provided, however, that STATS ChipPAC shall not be required to use commercially reasonable efforts relating to the Subsidiaries for more than a one-year period or a shorter period as the Board of Directors of STATS ChipPAC shall determine in good faith that it have used all commercially reasonable efforts. If STATS ChipPAC or the Restricted Subsidiary is unable during the period to obtain an enforceable Note Guarantee in the jurisdiction, then the Restricted Subsidiary shall not be required to provide a Note Guarantee so long as the Restricted Subsidiary does not Guarantee any other Indebtedness of STATS ChipPAC or the Restricted Subsidiaries.

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Limitation on Assets of Non-Guarantors

      STATS ChipPAC shall not permit the Restricted Subsidiaries that are not Guarantors to collectively hold at any one time more than 33¹/3% (the “Trigger Percentage”) of the sum of the Total Assets plus the total assets of all Restricted Subsidiaries that are not Guarantors; provided that in the event that, and for so long as, STATS ChipPAC Korea is not able to guarantee the notes because the required regulatory approvals have not been obtained, the Trigger Percentage shall equal 50.0%.

Payments for Consent

      STATS ChipPAC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

      So long as any notes are outstanding, STATS ChipPAC will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the SEC’s rules and regulations:

      (1) all annual reports that would be required to be filed with or furnished to the SEC on Form 20-F if STATS ChipPAC were required to file or furnish such reports;

      (2) all quarterly reports on Form 6-K whether or not STATS ChipPAC is required to file or furnish such reports to the SEC; and

      (3) all current reports that would be required to be filed with or furnished to the SEC on Form 6-K if STATS ChipPAC were required to file or furnish such reports.

      All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 20-F referred to in clause (1) above will include a report on STATS ChipPAC’s consolidated financial statements by STATS ChipPAC’s certified independent accountants. Each quarterly report on Form 6-K referred to in clause (2) above will include STATS ChipPAC’s consolidated balance sheet and consolidated income statement and will be furnished by STATS ChipPAC to the holders of notes (or STATS ChipPAC will cause the trustee to furnish to the holders of notes) and will be furnished to the SEC within 45 days following the end of the first, second and third fiscal quarter of each fiscal year. In addition, STATS ChipPAC will file a copy of each of the reports referred to in clauses (1) and (3) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

      If, at any time, STATS ChipPAC is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, STATS ChipPAC will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. STATS ChipPAC will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept STATS ChipPAC’s filings for any reason, STATS ChipPAC will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if STATS ChipPAC were required to file those reports with the SEC.

      In addition, STATS ChipPAC and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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Events of Default and Remedies

      Each of the following is an “Event of Default”:

      (1) a default in the payment of interest, or Liquidated Damages, if any, or any Additional Amounts on the notes when due, continued for 30 days;

      (2) a default in the payment of principal of any note when due at its Stated Maturity, upon redemption, upon required repurchase, upon declaration or otherwise;

      (3) the failure by STATS ChipPAC or any Guarantor to comply with its obligations under “— Certain Covenants — Merger, Consolidation or Sale of Assets” above;

      (4) the failure by STATS ChipPAC or any Restricted Subsidiary to comply for 30 days after notice with any of its obligations under “— Repurchase at the Option of Holders — Change of Control” other than a failure to purchase the notes, “— Repurchase at the Option of Holders — Asset Sales” other than a failure to purchase the notes, “Reports,” or any of the covenants described above under “— Certain Covenants” under “— Limitation on Indebtedness,” “— Restricted Payments,” “— Limitation on Restrictions on Distributions from Restricted Subsidiaries,” “— Transactions with Affiliates” or “— Future Guarantors;”

      (5) the failure by STATS ChipPAC or any Restricted Subsidiary to comply for 60 days after notice with other agreements contained in the indenture;

      (6) Indebtedness of STATS ChipPAC or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of the Indebtedness unpaid or accelerated exceeds $15.0 million, referred to as the “cross acceleration provision;”

      (7) events of bankruptcy, insolvency or reorganization of STATS ChipPAC or a Significant Subsidiary as specified in the indenture, referred to as the “bankruptcy provisions;”

      (8) any judgment or decree for the payment of money in excess of $15.0 million is entered against STATS ChipPAC or a Significant Subsidiary, remains outstanding for a period of 60 days following the judgment and is not discharged, waived or stayed within 10 days after notice, referred to as the “judgment default provision;” or

      (9) any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect, other than in compliance with the terms of the Note Guarantee or any Significant Subsidiary that is a Guarantor denies or disaffirms its obligations under its Note Guarantee.

      However, a default under clauses (4), (5) and (8) will not constitute an Event of Default until the trustee or the holders of 25% in principal amount of the outstanding notes notify STATS ChipPAC of the default and STATS ChipPAC does not cure the default within the time specified after receipt of the notice.

      If an Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding notes may declare the principal of and accrued but unpaid interest on all the notes to be due and payable. Upon a declaration, the principal and interest shall be due and payable immediately; provided, however, that if upon the declaration there are any amounts outstanding under any Credit Facilities of STATS ChipPAC or a Guarantor and the amounts thereunder have not been accelerated, the principal and interest shall be due and payable upon the earlier of the time the amounts are accelerated or five business days after receipt by STATS ChipPAC or such Guarantor and the representative under such Credit Facilities of the declaration. If an Event of Default relating to specific events of bankruptcy, insolvency or reorganization of STATS ChipPAC occurs and is continuing, the principal of and interest on all the notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders of the notes. The holders of a majority in principal amount of the outstanding notes may rescind any acceleration relating to the notes and its consequences.

      Contingent upon the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders of the notes unless the holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to

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receive payment of principal, premium, if any, or interest when due, no holder of a note may pursue any remedy under the indenture or the notes unless:

      (1) the holder has previously given the trustee notice that an Event of Default is continuing;

      (2) holders of at least 25% in principal amount of the outstanding notes have requested the trustee to pursue the remedy;

      (3) the holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

      (4) the trustee has not complied with the request within 60 days after receiving the request and the offer of security or indemnity; and

      (5) the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction inconsistent with the request within the 60-day period.

      If conditions in the indenture are met, holders of a majority in principal amount of the outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder of a note or that would involve the trustee in personal liability.

      The indenture provides that if a Default occurs and is continuing and is known to the trustee, the trustee must mail to each holder of the notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any note, the trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is not opposed to the interest of the holders of the notes. In addition, STATS ChipPAC is required to deliver to the trustee, within 120 days after the end of each fiscal year, a certificate indicating whether its signers know of any Default that occurred during the previous year. STATS ChipPAC also is required to deliver to the trustee, within 30 days, written notice of any event which would constitute specific types of Defaults, their status and what action ChipPAC International Company Limited is taking or proposes to take.

No Personal Liability of Directors, Officers, Employees and Stockholders

      No director, officer, employee, incorporator or stockholder of STATS ChipPAC or any Guarantor, as such, will have any liability for any obligations of STATS ChipPAC or the Guarantor under the notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

      STATS ChipPAC may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

      (1) the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on, such notes when such payments are due from the trust referred to below;

      (2) STATS ChipPAC’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

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      (3) the rights, powers, trusts, duties and immunities of the trustee, and STATS ChipPAC’s and the Guarantors’ obligations in connection therewith; and

      (4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

      In addition, STATS ChipPAC may, at its option and at any time, elect to have the obligations of STATS ChipPAC and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

      In order to exercise either Legal Defeasance or Covenant Defeasance:

      (1) STATS ChipPAC must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and STATS ChipPAC must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

      (2) in the case of Legal Defeasance, STATS ChipPAC must deliver to the trustee (a) an opinion of U.S. counsel reasonably acceptable to the trustee confirming that (i) STATS ChipPAC has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and (b) an opinion of Singapore counsel and of any other jurisdiction in which STATS ChipPAC is organized, resident or engaged in business for tax purposes that (i) holders of the outstanding notes will not recognize income, gain or loss for purposes of the tax laws of the jurisdiction as a result of such Legal Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Legal Defeasance had not occurred and (ii) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of the jurisdiction or any political subdivision or taxing authority except in the case of a payment made to a holder which can be taxed by reason of the holder’s carrying on a business in Singapore or other jurisdiction;

      (3) in the case of Covenant Defeasance, STATS ChipPAC must deliver to the trustee (a) an opinion of U.S. counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and (b) an opinion of Singapore counsel and of any other jurisdiction in which STATS ChipPAC is organized, resident or engaged in business for tax purposes that (i) holders of the outstanding notes will not recognize income, gain or loss for purposes of the tax laws of the jurisdiction as a result of such Covenant Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and at the same times as would have been the case if Covenant Defeasance had not occurred and (ii) payments from the defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of the jurisdiction or any political subdivision or taxing authority except in the case of a payment made to a holder which can be taxed by reason of the holder’s carrying on a business in Singapore or other jurisdiction;

      (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit

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will not result in a breach or violation of, or constitute a default under, any other instrument to which STATS ChipPAC or any Guarantor is a party or by which STATS ChipPAC or any Guarantor is bound;

      (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which STATS ChipPAC or any of its Subsidiaries is a party or by which STATS ChipPAC or any of its Subsidiaries is bound;

      (6) STATS ChipPAC must deliver to the trustee an officers’ certificate stating that the deposit was not made by STATS ChipPAC with the intent of preferring the holders of notes over the other creditors of STATS ChipPAC with the intent of defeating, hindering, delaying or defrauding any creditors of STATS ChipPAC or others; and

      (7) STATS ChipPAC must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

      Except as provided in the next two succeeding paragraphs, the indenture or the notes or the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the indenture or the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

      Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

      (1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

      (2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the captions “— Repurchase at the Option of Holders” and “— Redemption upon Changes in Withholding Taxes”);

      (3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

      (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

      (5) make any note payable in money other than that stated in the notes;

      (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on, the notes;

      (7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the captions “— Repurchase at the Option of Holders” and “— Redemption Upon Changes in Withholding Taxes”);

      (8) release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or

      (9) make any change in the preceding amendment and waiver provisions.

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      Notwithstanding the preceding, without the consent of any holder of notes, STATS ChipPAC, the Guarantors and the trustee may amend or supplement the indenture, the notes or the Note Guarantees:

      (1) to cure any ambiguity, defect or inconsistency;

      (2) to provide for uncertificated notes in addition to or in place of certificated notes;

      (3) to provide for the assumption of STATS ChipPAC’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of STATS ChipPAC’s or such Guarantor’s assets, as applicable;

      (4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;

      (5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

      (6) to conform the text of the indenture, the Note Guarantees or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees or the notes;

      (7) to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the Issue Date;

      (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or

      (9) to make any other modifications to the notes or the indenture governing the notes of a formal, minor or technical nature or necessary to correct a manifest error or upon opinion of counsel to comply with mandatory provisions of the law of Singapore or other foreign law requirements so long as such modification does not adversely affect the rights of any holder of the notes in any material respect.

Satisfaction and Discharge

      The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

      (1) either:

      (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to STATS ChipPAC, have been delivered to the trustee for cancellation; or

      (b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and STATS ChipPAC or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

      (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which STATS ChipPAC or any Guarantor is a party or by which STATS ChipPAC or any Guarantor is bound;

      (3) STATS ChipPAC or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

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      (4) STATS ChipPAC has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

      In addition, STATS ChipPAC must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Enforceability of Judgments

      Since substantially all the operating assets of STATS ChipPAC and its Subsidiaries are outside the United States, any judgment obtained in the United States against STATS ChipPAC or a Guarantor, including judgments relating to the payment of principal, interest, Liquidated Damages, Additional Amounts, redemption price and any purchase price of the notes, may not be collectible within the United States.

      STATS ChipPAC has been informed by its Singapore counsel, Allen & Gledhill, that in its opinion (based on the assumptions and subject to the qualifications contained therein) the applicable laws of Singapore permit an action for debt to be brought in a court of competent jurisdiction in Singapore on a final and conclusive judgment in personam on merits properly obtained against STATS ChipPAC in a United States federal court or a court of the State of New York sitting in the Borough of Manhattan in The City of New York, respecting the enforcement of the notes, the indenture or the registration rights agreement that is not impeachable as void or voidable under the laws of the State of New York and that is for a specified sum in money and which could be enforced by execution against STATS ChipPAC in the jurisdiction of the relevant court and has not been stayed or satisfied in whole if:

•  the relevant court that rendered the judgment has jurisdiction over STATS ChipPAC, as recognized by the courts of Singapore and in compliance with Singapore’s conflict of laws rules and submission by STATS ChipPAC in the indenture to the jurisdiction of the New York court will be sufficient for this purpose;

•  the judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy, as that term is understood under the applicable laws of Singapore;

•  the enforcement of the judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory, public or penal laws; and

•  the action to enforce the judgment is commenced within the applicable limitation period.

Concerning the Trustee

      If the trustee becomes a creditor of STATS ChipPAC or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

      The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

      Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to STATS ChipPAC Ltd., 10 Ang Mo Kio Street 65, #05-17/20 TechPoint, Singapore 569059, Attention: Legal Department.

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Book-Entry, Delivery and Form

      The old notes are being offered and sold to qualified institutional buyers in reliance on Rule 144A. Old notes may also be offered and sold in offshore transactions in reliance on Regulation S. Notes will be issued in fully registered form without interest coupons. Except as set forth below, the notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Notes will be issued at the closing of this offering only against payment in immediately available funds.

      The old notes issued in accordance with Rule 144A initially were represented by one or more notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”) and old notes issued in accordance with Regulation S initially were represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Notes”). The new notes will also be issued in the form of one or more global notes (collectively, and, together with the Rule 144A Global Notes and the Regulation S Global Notes, the “Global Notes”).

      The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. In addition, beneficial interests in the Rule 144A Global Note may be exchanged for beneficial interests in the Regulation S Global Note and vice versa only in accordance with the Indenture and the applicable rules and system procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear System (“Euroclear”) and Clearstream Banking, (“Clearstream”)), which may change from time to time.

      Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

      So long as the notes are listed on the SGX-ST and the rules of the SGX-ST so require, STATS ChipPAC shall appoint and maintain a paying agent in Singapore, where the notes may be presented or surrendered for payment or redemption, in the event that a Global Note is exchanged for definitive notes in certificated form. In addition, in the event that a Global Note is exchanged for definitive notes in certificated form, announcement of such exchange shall be made through the SGX-ST and such information shall include all material information with respect to the delivery of the definitive notes in certificated form, including details of the paying agent in Singapore.

      Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

      The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. STATS ChipPAC takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

      DTC has advised STATS ChipPAC that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers of the old notes), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”).

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Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

      DTC has also advised STATS ChipPAC that, pursuant to procedures established by it:

      (1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants with portions of the principal amount of the Global Notes; and

      (2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

      Investors in the Rule 144A Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Rule 144A Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. Investors in the Regulation S Global Notes must initially hold their interests therein through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants. Euroclear and Clearstream will hold interests in the Regulation S Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./ N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

      Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

      Payments in respect of the principal of, and interest and premium, if any, and Liquidated Damages, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, STATS ChipPAC and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither STATS ChipPAC, the trustee nor any agent of STATS ChipPAC or the trustee has or will have any responsibility or liability for:

      (1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

      (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

      DTC has advised STATS ChipPAC that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or STATS ChipPAC. Neither STATS ChipPAC nor the

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trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and STATS ChipPAC and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

      Subject to the transfer restrictions with respect to the Rule 144A Global Notes and the Regulation S Global Notes, transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

      Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

      DTC has advised STATS ChipPAC that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

      Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of STATS ChipPAC, the trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

      A Global Note is exchangeable for Certificated Notes if:

      (1) DTC(a) notifies STATS ChipPAC that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, STATS ChipPAC fails to appoint a successor depositary;

      (2) STATS ChipPAC, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or

      (3) there has occurred and is continuing a Default or Event of Default with respect to the notes.

      In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Transfer Restrictions,” unless that legend is not required by applicable law.

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Exchange of Certificated Notes for Global Notes

      Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See “Transfer Restrictions.”

Same Day Settlement and Payment

      STATS ChipPAC will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. STATS ChipPAC will make all payments of principal, interest and premium, if any, and Liquidated Damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. STATS ChipPAC expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

      Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised STATS ChipPAC that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

      Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

      “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

      “Asset Sale” means:

      (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of STATS ChipPAC and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the indenture described above under the caption “— Redemption at the Option of Holders — Asset Sale”; and

      (2) the issuance of Equity Interests in any of STATS ChipPAC’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

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      Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

      (1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $1.0 million;

      (2) a transfer of assets between or among STATS ChipPAC and the Guarantors;

      (3) an issuance of Equity Interests by a Restricted Subsidiary of STATS ChipPAC to STATS ChipPAC or to a Guarantor of STATS ChipPAC;

      (4) the sale or lease of products, services, accounts receivable or inventory in the ordinary course of business and any sale or other disposition of damaged, uneconomical, negligible, surplus, worn-out or obsolete assets or assets that are no longer useful in the conduct of business of STATS ChipPAC and its Restricted Subsidiaries, in each case, in the ordinary course of business;

      (5) the sale or other disposition of cash or cash equivalents;

      (6) a Restricted Payment that does not violate the covenant described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment;

      (7) the issuance, sale or other disposition of shares of Capital Stock of a Restricted Subsidiary where such shares are directors’ qualifying shares or are required by applicable law to be held by a Person other than STATS ChipPAC or a Restricted Subsidiary;

      (8) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings; and

      (9) the lease, assignment or sublease of any real or personal property in the ordinary course of business and consistent in scale and scope with past practice.

      “Asset Sale Offer” has the meaning assigned to that term in the indenture governing the notes.

      “Attributable Debt” relating to a Sale/ Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in the Sale/ Leaseback Transaction, including any period for which the lease has been extended or may, at the option of the lessor, be extended.

      “Average Life” means, as of the date of determination, relating to any Indebtedness or Preferred Stock, the quotient obtained by dividing: (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of the Indebtedness or redemption or similar payment relating to the Preferred Stock multiplied by the amount of the payment by (2) the sum of all the payments.

      “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

      “Board of Directors” means:

      (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

      (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

      (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

      (4) with respect to any other Person, the board or committee of such Person serving a similar function.

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      “Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in compliance with U.S. GAAP, and the amount of Indebtedness represented by the obligation shall be the capitalized amount of the obligation determined in compliance with U.S. GAAP; and the Stated Maturity of the obligation shall be the date of the last payment of rent or any other amount due under the lease prior to the first date upon which the lease may be terminated by the lessee without payment of a penalty.

      “Capital Stock” means:

      (1) in the case of a corporation, corporate stock;

      (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

      (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

      (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

      “Change of Control” means the occurrence of any of the following:

      (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of STATS ChipPAC and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than to one or more Permitted Holders or any Related Party of any Permitted Holder;

      (2) the adoption of a plan relating to the liquidation or dissolution of STATS ChipPAC;

      (3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Permitted Holders and their respective Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of STATS ChipPAC, measured by voting power rather than number of shares; or

      (4) STATS ChipPAC consolidates with, or merges with or into, any Person, other than the Permitted Holders and their respective Related Parties, or any Person other than the Permitted Holders and their respective Related Parties, consolidates with, or merges with or into, STATS ChipPAC, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of STATS ChipPAC or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of STATS ChipPAC outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

      Notwithstanding the foregoing, any sale, lease, transfer, conveyance, merger, liquidation, or dissolution involving any of the assets or capital stock of any Permitted Holder shall not be considered a “Change of Control.”

      “Change of Control Offer” has the meaning assigned to that term in the indenture governing the notes.

      “Consolidated Coverage Ratio” as of any date of determination means the ratio of (a) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available ending on or prior to the date of determination to (b) Consolidated Interest Expense for the four fiscal quarters; provided, however, that:

      (1) if STATS ChipPAC or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of the period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for the

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period shall be calculated after giving effect on a pro forma basis to the Indebtedness as if the Indebtedness had been Incurred on the first day of the period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of the new Indebtedness as if the discharge had occurred on the first day of the period;

      (2) if STATS ChipPAC or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless the Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for the period shall be calculated on a pro forma basis as if the discharge had occurred on the first day of the period and as if STATS ChipPAC or the Restricted Subsidiary has not earned the interest income actually earned during the period relating to cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge the Indebtedness;

      (3) if since the beginning of the period STATS ChipPAC or any Restricted Subsidiary shall have made any Asset Sale or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Sale, the EBITDA for the period shall be reduced by an amount equal to the EBITDA, if positive, directly attributable to the assets which are the subject of the Asset Sale for the period, or increased by an amount equal to the EBITDA, if negative, directly attributable for the period and Consolidated Interest Expense for the period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of STATS ChipPAC or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged relating to STATS ChipPAC and its continuing Restricted Subsidiaries in connection with the Asset Sale for the period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for the period directly attributable to the Indebtedness of the Restricted Subsidiary to the extent STATS ChipPAC and its continuing Restricted Subsidiaries are no longer liable for the Indebtedness after the sale);

      (4) if since the beginning of the period STATS ChipPAC or any Restricted Subsidiary, by merger or otherwise, shall have made an Investment in any Restricted Subsidiary, or any Person which becomes a Restricted Subsidiary, or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for the period shall be calculated after giving their pro forma effect, including the Incurrence of any Indebtedness, as if the Investment or acquisition occurred on the first day of the period; and

      (5) if since the beginning of the period any Person, that subsequently became a Restricted Subsidiary or was merged with or into STATS ChipPAC or any Restricted Subsidiary since the beginning of the period, shall have made any Asset Sale, any Investment or acquisition of assets that would have required an adjustment under clause (3) or (4) above if made by STATS ChipPAC or a Restricted Subsidiary during the period, EBITDA and Consolidated Interest Expense for the period shall be calculated after giving their pro forma effect as if the Asset Sale, Investment or acquisition occurred on the first day of the period.

      For purposes of this definition, whenever pro forma effect is to be given to an acquisition or disposition of assets, the amount of income or earnings relating to the acquisition or disposition and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection with, the acquisition or disposition, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of STATS ChipPAC and shall include any applicable Pro Forma Cost Savings. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest of the Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period, taking into account any Interest Rate Agreement applicable to the Indebtedness if the Interest Rate Agreement has a remaining term in excess of 12 months.

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      “Consolidated Interest Expense” means, for any period, STATS ChipPAC’s total interest expense and that of its consolidated Restricted Subsidiaries determined in compliance with U.S. GAAP, plus, to the extent not included in total interest expense, and to the extent incurred by STATS ChipPAC or its Restricted Subsidiaries, without duplication:

      (1) interest expense attributable to Capital Lease Obligations and the interest expense attributable to leases constituting part of a Sale/ Leaseback Transaction, in each case, determined in compliance with U.S. GAAP;

      (2) amortization of debt discount and debt issuance cost;

      (3) capitalized interest;

      (4) non-cash interest expenses;

      (5) commissions, discounts and other fees and charges owed relating to letters of credit and bankers’ acceptance financing;

      (6) net costs associated with Hedging Obligations involving any Interest Rate Agreement, including amortization of fees, determined compliance U.S. GAAP;

      (7) dividends paid in cash or Disqualified Stock relating to (A) all Preferred Stock of Restricted Subsidiaries and (B) all of STATS ChipPAC’s Disqualified Stock, in each case, held by Persons other than STATS ChipPAC or a Wholly Owned Subsidiary;

      (8) interest actually paid by STATS ChipPAC or a Restricted Subsidiary under any Guarantee of Indebtedness of any other Person; and

      (9) the cash contributions to any employee stock ownership plan or similar trust to the extent the contributions are used by the plan or trust to pay interest or fees to any Person other than STATS ChipPAC in connection with Indebtedness Incurred by the plan or trust;

and less, to the extent included in total interest expense, the amortization during the period of capitalized financing costs associated with the issuance of the notes and the related repayment of the 12.75% senior subordinated notes due 2009 of ChipPAC International Company Limited, the amortization during the period of other capitalized financing costs.

      “Consolidated Net Income” means, for any period, the net income of STATS ChipPAC and its consolidated Subsidiaries determined in compliance with U.S. GAAP; provided, however, that there shall not be included in the Consolidated Net Income:

      (1) any net income of any Person other than STATS ChipPAC if the Person is not a Restricted Subsidiary, except that (A) limited by the exclusion contained in clause (4) below, STATS ChipPAC’s equity in the net income of the Person for the period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by the Person during the period to STATS ChipPAC or a Restricted Subsidiary as a dividend or other distribution subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below and (B) STATS ChipPAC’s equity in a net loss of the Person for the period shall be included in determining the Consolidated Net Income;

      (2) any net income or loss of any Person acquired by STATS ChipPAC or any of its Subsidiaries in a pooling of interests transaction for any period prior to the date of the acquisition;

      (3) any net income or loss of any Restricted Subsidiary if the Restricted Subsidiary is restricted, directly or indirectly, in its ability to pay dividends or make distributions, directly or indirectly, to STATS ChipPAC, except that (A) limited by the exclusion contained in clause (4) below, STATS ChipPAC’s equity in the net income of the Restricted Subsidiary for the period shall be included in Consolidated Net Income up to the aggregate amount of cash that could have been distributed by the Restricted Subsidiary consistent with these restrictions during the period to STATS ChipPAC or another Restricted Subsidiary as a dividend or other distribution subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause, and (B) STATS ChipPAC’s equity in a net loss of any the Restricted Subsidiary for the period shall be included in determining Consolidated Net Income;

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      (4) any gain or loss realized upon the sale or other disposition of any of assets of STATS ChipPAC or those of its consolidated Subsidiaries, including under any sale-and-leaseback arrangement, which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or other disposition of any Capital Stock of any Person;

      (5) any extraordinary or unusual gains or losses and the related tax effect in compliance with U.S. GAAP;

      (6) any translation gains and losses due solely to fluctuations in currency values and the related tax effect in compliance with U.S. GAAP;

      (7) the cumulative effect of a change in accounting principles; or

      (8) any loss by any Person arising from the Merger and the transactions contemplated thereby.

      Notwithstanding the provisions, for the purposes of the covenant described under “— Certain Covenants — Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to STATS ChipPAC or a Restricted Subsidiary to the extent the dividends, repayments or transfers increase the amount of Restricted Payments permitted under the covenant under clause (a)(3)(D) thereof.

      “Credit Facilities” means, one or more debt facilities (including, without limitation, the Multi-Currency Specific Advance Facility) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

      “Currency Agreement” of a Person means any foreign exchange contract, currency swap agreement or other similar agreement to which the Person is a party or beneficiary.

      “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

      “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require STATS ChipPAC to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that STATS ChipPAC may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that STATS ChipPAC and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

      “EBITDA” for any period means the sum of Consolidated Net Income, plus Consolidated Interest Expense plus the following in the amount deducted in calculating Consolidated Net Income, without duplication:

      (1) all income tax expense of STATS ChipPAC and its consolidated Restricted Subsidiaries;

      (2) depreciation expense of STATS ChipPAC and its consolidated Restricted Subsidiaries;

      (3) amortization expense or non-cash impairment charges recorded in connection with the application of Financial Accounting Standards No. 142 “Goodwill and Other Intangibles” of STATS ChipPAC and its

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consolidated Restricted Subsidiaries, excluding amortization expense other than the amortization of capitalized financing costs, attributable to a prepaid cash item that was paid in a prior period;

      (4) all non-cash stock-based compensation charges of STATS ChipPAC and its consolidated Restricted Subsidiaries;

      (5) all other non-cash charges of STATS ChipPAC and its consolidated Restricted Subsidiaries, excluding any non-cash charge to the extent it represents an accrual of or reserve for cash expenditures in any future period; and

      (6) all fees and expenses paid or required to be paid by STATS ChipPAC and its consolidated Restricted Subsidiaries arising from the Merger and the transactions contemplated thereby.

in each case for the period. Notwithstanding these provisions, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only in an amount that and in the same proportion that the net income of the Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividend to STATS ChipPAC by the Restricted Subsidiary without prior approval that has not been obtained, under the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to the Restricted Subsidiary or its stockholders.

      “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

      “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of STATS ChipPAC (unless otherwise provided in the indenture).

      “Government Securities” means securities that are direct obligations, or certificates representing an ownership interest in the obligations, of the United States of America, including any Person controlled or supervised by and acting as an agency or instrumentality of the United States, for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

      “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

      “Guarantors” means each of:

      (1) STATS ChipPAC, Inc., a Delaware corporation, STATS ChipPAC Test Services, Inc., a Delaware corporation, STATS Holdings Limited, a company organized under the laws of the British Virgin Islands, ChipPAC, Inc., a Delaware corporation, ChipPAC International Company Limited, a company organized under the laws of the British Virgin Islands, ChipPAC Liquidity Management Hungary Limited Liability Company, a company organized under the laws of Hungary, ChipPAC Luxembourg S.a.R.L., a company organized under the laws of Luxembourg, STATS ChipPAC (Barbados) Ltd., a company organized under the laws of Barbados, STATS ChipPAC (BVI) Limited, a company organized under the laws of the British Virgin Islands, STATS ChipPAC Korea Ltd., a company organized under the laws of Korea and STATS ChipPAC Malaysia; and

      (2) any other Subsidiary of STATS ChipPAC that executes a Note Guarantee in accordance with the provisions of the indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.

      “Hedging Obligations” of any Person means the obligations of the Person under any Interest Rate Agreement or Currency Agreement.

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      “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time the Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be considered to be Incurred by the Subsidiary at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or other discount security, and the issuance as interest or dividend payments of pay-in-kind securities having identical terms to the underlying security and which pay-in-kind securities were contemplated on the issue date of the underlying security, in each case shall not be deemed the Incurrence of Indebtedness.

      “Indebtedness” of any Person on any date of determination means, without duplication:

      (1) the principal of and premium, if any, of (A) indebtedness of the Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Person is responsible or liable;

      (2) all Capital Lease Obligations of the Person and all Attributable Debt of Sale/ Leaseback Transactions entered into by the Person;

      (3) all obligations of the Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Person and all obligations of the Person under any title retention agreement, but excluding trade accounts and accrued expenses payable arising in the ordinary course of business;

      (4) all obligations of the Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, other than obligations under letters of credit securing obligations, other than obligations described in clauses (1) through (3) above, entered into in the ordinary course of business of the Person to the extent the letters of credit are not drawn upon or, if and to the extent drawn upon, the drawing is reimbursed no later than the tenth business day following payment on the letter of credit;

      (5) the amount of all obligations of the Person relating to the redemption, repayment or other repurchase of any Disqualified Stock or, relating to any Subsidiary of the Person, the liquidation preference relating to, any Preferred Stock, but excluding, in each case, any accrued dividends;

      (6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, the Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

      (7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of the Person, whether or not the obligation is assumed by the Person, the amount of the obligation being deemed to be the lesser of the value of the property or assets or the amount of the obligation so secured; and

      (8) to the extent not otherwise included in this definition, Hedging Obligations of the Person.

      The amount of Indebtedness of any Person at any date shall be the outstanding balance at the date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at the date; provided, however, that the amount outstanding at any time of any Indebtedness issued with original issue discount will be considered to be the face amount of the Indebtedness less the remaining unamortized portion of the original issue discount of the Indebtedness at the time as determined in compliance with U.S. GAAP.

      “Interest Rate Agreement” of a Person means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect the Person against fluctuations in interest rates.

      “Investments” by any Person means all investments by the Person in other Persons in the forms of any direct or indirect advance, loan other than (A) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender and (B) commission, travel and similar advances to officers and employees made in the ordinary course of business, or other extensions of credit, including by way of Guarantee or similar arrangement, or capital contribution to, by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, or any

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purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by the other Person. For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and the covenant described under “— Certain Covenants — Restricted Payments”:

      (1) “Investment” shall include the portion, proportionate to STATS ChipPAC’s equity interest in the Subsidiary, of the Fair Market Value of the net assets of any Subsidiary of STATS ChipPAC at the time that the Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of the Subsidiary as a Restricted Subsidiary, STATS ChipPAC will be considered to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount, if positive, equal to (x) STATS ChipPAC’s “Investment” in the Subsidiary at the time of the redesignation less (y) the portion, proportionate to STATS ChipPAC’s equity interest in the Subsidiary, of the Fair Market Value of the net assets of the Subsidiary at the time of the redesignation; and

      (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of the transfer.

      “Issue Date” means November 18, 2004.

      “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

      “Liquidated Damages” means all liquidated damages then owing pursuant to the registration rights agreement.

      “Merger” means the merger between ChipPAC, Inc. and Camelot Merger, Inc. pursuant to the Agreement and Plan of Merger and Reorganization, dated as of February 10, 2004, among ST Assembly Test Services Ltd, Camelot Merger, Inc. and ChipPAC, Inc.

      “Moody’s” means Moody’s Investors Service, Inc.

      “Multi-Currency Specific Advance Facility” means that certain Multi-Currency Specific Advance Facility by and between STATS ChipPAC and the Oversea-Chinese Banking Corporation Limited pursuant to the letter agreements dated September 29, 2004 and July 11, 2003, providing for up to $50.0 million of credit borrowings, as amended, notated, modified, renewed, refunded, replaced (whether upon termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

      “Net Cash Proceeds” relating to any issuance or sale of Capital Stock, means the cash proceeds of the issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result the issuance or sale and any reserve for adjustment in the sale price of the asset or assets established in compliance with U.S. GAAP.

      “Net Proceeds” means the aggregate cash proceeds received by STATS ChipPAC or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Specified Senior Indebtedness, secured by a Lien on the asset or assets that were the subject of such Asset Sale, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with U.S. GAAP against any liabilities associated with the transaction and retained by STATS ChipPAC or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-

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employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

      “Note Guarantee” means the Guarantee by each Guarantor of STATS ChipPAC’s obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

      “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

      “Permitted Holder” means each of Temasek Holdings (Private) Limited, Singapore Technologies Holdings Pte Ltd., Singapore Technologies Pte Ltd. and Singapore Technologies Semiconductors Pte Ltd. and their respective successors and assigns.

      “Permitted Investments” means an Investment by STATS ChipPAC or any Restricted Subsidiary in:

      (1) a Restricted Subsidiary that is a Guarantor or a Person that will, upon the making of the Investment, become a Restricted Subsidiary that is a Guarantor; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

      (2) another Person if as a result of the Investment the other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, STATS ChipPAC or a Restricted Subsidiary that is a Guarantor; provided, however, that such Person’s primary business is a Related Business;

      (3) Temporary Cash Investments;

      (4) receivables owing to STATS ChipPAC or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable on customary trade terms; provided, however, that the trade terms may include the concessionaire trade terms as STATS ChipPAC or the Restricted Subsidiary deems reasonable under the circumstances;

      (5) Investments in existence on the Issue Date;

      (6) payroll, travel and similar advances to cover matters that are expected at the time of the advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

      (7) loans or advances to employees, directors, officers or consultants made in the ordinary course of STATS ChipPAC’s business or that of the Restricted Subsidiary;

      (8) any Person to the extent that such Person is a supplier (or an Affiliate thereof) to STATS ChipPAC or any of its Restricted Subsidiaries and as a result of such Investment, STATS ChipPAC or such Restricted Subsidiary receives improved technology or materially improved pricing, timing of delivery or availability with respect to the products or services provided by such supplier; provided that such Investment is made in the ordinary course of business and consistent in scale and scope with past practice of STATS ChipPAC or the applicable Restricted Subsidiary;

      (9) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to STATS ChipPAC or any Restricted Subsidiary or in satisfaction of judgments;

      (10) any Person to the extent the Investment represents the non-cash portion of the consideration received for an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales;”

      (11) Currency Agreements and Interest Rate Agreements entered into in the ordinary course of business and otherwise in compliance with the indenture;

      (12) so long as no Default shall have occurred and be continuing or results from the Investment, any Person in an aggregate amount which, when added together with the amount of all the Investments made under this clause (12) which at the time of the Investment have not been repaid through repayments of loans or advances or other transfers of assets, does not exceed the greater of (A) $60.0 million and (B) 5.0% of Total Assets, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value;

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      (13) a Restricted Subsidiary that is not Guarantor, that is organized under the laws of the Peoples Republic of China and that is primarily engaged in a Related Business, which Investment is solely for the purpose of allowing such Restricted Subsidiary, under the laws of the Peoples Republic of China, to (x) make capital expenditures or (y) acquire other assets that are not classified as current assets under U.S. GAAP and that are used or useful in such Related Business, in each case, so long as that for every $1.00 invested in such Restricted Subsidiary at least $3.00 are expended to (A) make a capital expenditure or (B) acquire other assets that are not classified as current assets under U.S. GAAP and that are useful in such Related Business, but in any event not to exceed $35.0 million in Investments under this clause (13) in the aggregate in any twelve-month period;

      (14) Investments the payment for which consists of Equity Interests of STATS ChipPAC (other than Disqualified Stock);

      (15) Guarantees of Indebtedness permitted under the covenant contained under the caption “— Certain Covenants — Limitation on Indebtedness” and performance guarantees consistent with past practice;

      (16) any Investment acquired by STATS ChipPAC or any of its Restricted Subsidiaries (A) in exchange for any other Investment or accounts receivables held by STATS ChipPAC or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by STATS ChipPAC or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured investment in default;

      (17) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons entered into in the ordinary course of business and consistent in scale and scope with past practice; and

      (18) Simmtech Co. Ltd. pursuant to contractual relationships in effect on the Issue Date.

      “Permitted Liens” means:

      (1) Liens on assets of STATS ChipPAC or any Guarantor securing Indebtedness and other Obligations under Credit Facilities that was permitted by the terms of the indenture to be incurred and/or securing Hedging Obligations related thereto;

      (2) Liens in favor of STATS ChipPAC or any Guarantor;

      (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with STATS ChipPAC or any Subsidiary of STATS ChipPAC; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with STATS ChipPAC or the Subsidiary;

      (4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by STATS ChipPAC or any Subsidiary of STATS ChipPAC; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

      (5) Liens (or deposits of cash or government bonds) in favor of issuers of performance, surety bid, indemnity, warranty, release, appeal or similar bonds to secure such bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case, incurred in the ordinary course of business and consistent with past practice;

      (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (b)(14) of the covenant entitled “— Certain Covenants — Limitation on Indebtedness” covering only the assets acquired with or financed by such Indebtedness;

      (7) Liens existing on the Issue Date;

      (8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded or for property taxes on property that STATS ChipPAC or one of its Subsidiaries has determined to abandon if the sole

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recourse for such tax, assessment, charge, levy or claim is to such property; provided that any reserve or other appropriate provision as is required in conformity with U.S. GAAP has been made therefor;

      (9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

      (10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

      (11) Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);

      (12) Liens to secure any Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:

      (a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

      (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Refinancing Indebtedness permitted under the indenture and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

      (13) attachment or judgment Liens in respect of judgments that do not constitute an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated in good faith for the review of such judgment have not been finally terminated or the period within such proceedings may be initiated has not expired;

      (14) pledges, deposits or security under workmen’s compensation, unemployment insurance and other social security laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, or deposits as security for import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements, in each case incurred in the ordinary course of business and consistent with past practice;

      (15) Liens in favor of the trustee with respect to the notes for its own benefit and for the benefit of the holders of the notes;

      (16) pledges or deposits made in connection with acquisition agreements or letters of intent entered into in respect of a proposed acquisition;

      (17) Liens upon specific items of inventory or other goods and proceeds of that Person securing that Person’s obligations in respect of bankers’ acceptances issued or credited for the account of that Person in the ordinary course of business to facilitate the purchase, shipment or storage of that inventory or other goods;

(18)	Liens securing reimbursement obligations with respect to commercial letters of credit issued for the account of that Person which encumber documents and other Property relating to those commercial letters of credit and the products and proceeds thereof;
(19)	Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods by that Person;
(20)	banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by STATS ChipPAC in excess of those set forth by regulations promulgated by the Federal Reserve Board or other applicable law and

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	(b) such deposit account is not intended by STATS ChipPAC or any Restricted Subsidiary to provide collateral to the depositary institution;
(21)	Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by STATS ChipPAC and its Restricted Subsidiaries in the ordinary course of business; and
(22)	Liens incurred in the ordinary course of business of STATS ChipPAC or any Subsidiary of STATS ChipPAC with respect to obligations that do not exceed $15.0 million at any one time outstanding.

      “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

      “Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes however designated which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of the Person, over shares of Capital Stock of any other class of the Person.

      “Pro Forma Cost Savings” during any period means the reduction in costs that were:

      (1) directly attributable to an asset acquisition and calculated on a basis that is consistent with Regulation S-X under the Securities Act in effect and applied as of the Issue Date, or

      (2) implemented by the business that was the subject of the asset acquisition within six months of the date of the asset acquisition and that are supportable and quantifiable by the underlying accounting records of the business,

as if, in the case of each of clause (1) and (2), all the reductions in costs had been effected as of the beginning of the period.

      “Refinance” of any Indebtedness means to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, the indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

      “Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of STATS ChipPAC or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

      (1) the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

      (2) the Refinancing Indebtedness has an Average Life at the time the Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; and

      (3) the Refinancing Indebtedness has an aggregate principal amount, or if Incurred with original issue discount, an aggregate issue price, that is equal to or less than the aggregate principal amount, or if Incurred with original issue discount, the aggregate accreted value, then outstanding or committed, plus fees and expenses, including any premium and defeasance costs, under the Indebtedness being Refinanced;

provided, further, that Refinancing Indebtedness shall not include (x) Indebtedness of a Subsidiary that Refinances Indebtedness of STATS ChipPAC or (y) Indebtedness of STATS ChipPAC or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

      “Related Business” means any business related, ancillary or complementary to the businesses of STATS ChipPAC and those of its Restricted Subsidiaries on the Issue Date.

      “Related Person” means: (1) any controlling stockholder or 80% (or more) owned Subsidiary of any Permitted Holder or (2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consists of any Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1).

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      “Restricted Payment” of any Person means:

      (1) the declaration or payment of any dividends or any other distributions of any sort relating to its Capital Stock, including any payment in connection with any merger or consolidation involving the Person, or similar payment to the direct or indirect holders of its Capital Stock in their capacity as such, other than dividends or distributions payable solely in its Capital Stock other than Disqualified Stock, and dividends or distributions payable solely to STATS ChipPAC or a Restricted Subsidiary, and other than pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders, majority stockholders or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation;

      (2) the purchase, redemption or other acquisition or retirement for value of any Capital Stock of STATS ChipPAC held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of STATS ChipPAC other than a Restricted Subsidiary, including the exercise of any option to exchange any Capital Stock, other than into Capital Stock of STATS ChipPAC that is not Disqualified Stock;

      (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations, other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of such purchase, repurchase or acquisition; or

      (4) the making of any Investment in any Person other than a Permitted Investment.

      In determining the amount of any Restricted Payment made in property other than cash, the amount shall be the fair market value of the property at the time of the Restricted Payment.

      “Restricted Subsidiary” means any Subsidiary of STATS ChipPAC that is not an Unrestricted Subsidiary.

      “S&P” means Standard & Poor’s Ratings Group.

      “Sale/ Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby STATS ChipPAC or a Restricted Subsidiary transfers the property to a Person and STATS ChipPAC or a Restricted Subsidiary leases it from the Person. Notwithstanding the foregoing, any transfer of property by STATS ChipPAC or a Restricted Subsidiary to a Person within 90 days of such property’s acquisition by STATS ChipPAC or such Restricted Subsidiary that is then leased back to STATS ChipPAC or such Restricted Subsidiary at any time following such transfer shall not be considered a Sale/ Leaseback Transaction.

      “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

      “Specified Senior Indebtedness” means (i) the Indebtedness of any Person, whether outstanding on the Issue Date or thereafter incurred and (ii) accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person to the extent post filing interest is allowed in such proceeding) in respect of (A) Indebtedness of such Person for money borrowed and (B) Indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable unless, in the case of either clause (i) or (ii), in the instrument creating or evidencing the same pursuant to which the same is outstanding, it is provided, that such obligations are subordinate in right of payment to the notes; provided, however, that Specified Senior Indebtedness shall not include (1) any obligation of such Person to any Subsidiary of such Person, (2) any liability for Federal, state, local, foreign or other taxes owed or owing by such Person, (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities), (4) any obligations in respect of Capital Stock of such Person or (5) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the indenture.

      “Stated Maturity” of any security means the date specified in the security as the fixed date on which the final payment of principal of the security is due and payable, including under any mandatory redemption

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provision, but excluding any provision providing for the repurchase of the security at the option of the holder upon the happening of any contingency unless the contingency has occurred.

      “STATS ChipPAC China” means each of STATS ChipPAC Shanghai Co., Ltd. (formerly ChipPAC (Shanghai) Company Ltd) and STATS ChipPAC Test Services (Shanghai) Co., Ltd. (formerly STATS Shanghai Ltd).

      “STATS ChipPAC Korea” means STATS ChipPAC Korea Ltd. (formerly ChipPAC Korea Company Ltd.).

      “STATS ChipPAC Malaysia” means STATS ChipPAC Malaysia Sdn. Bhd. (formerly ChipPAC Malaysia Sdn. Bhd.).

      “Subordinated Obligation” means any Indebtedness of STATS ChipPAC or any Guarantor, whether outstanding on the Issue Date or thereafter Incurred, which is subordinate or junior in right of payment to, in the case of STATS ChipPAC, the notes or, in the case of any Guarantor, its Guarantee, under a written agreement to that effect.

      “Subsidiary” means, with respect to any specified Person:

      (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

      (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

      “Temporary Cash Investments” means any of the following:

      (1) any evidence of Indebtedness, maturing not more than one year after the date of investment by STATS ChipPAC or any Restricted Subsidiary, issued by the United States of America or any of its instrumentality agencies, or by the Republic of Korea, the Republic of Singapore or any of their respective instrumentalities or agencies, or by the Asian Development Bank, the World Bank or any other supranational organization, referred to as the “Government Entities,” and guaranteed or otherwise backed, directly or indirectly fully as to principal, premium, if any, and interest, by the Government Entity issuing the indebtedness;

      (2) investments in time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of the investments’ acquisition issued by a bank or trust company which is organized under the laws of the United States of America, any state of the United States or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $250.0 million, or the foreign currency equivalent thereof, and has outstanding debt which is rated “A,” or a similar equivalent rating, or higher by at least one nationally recognized statistical rating organization, as defined in Rule 436 under the Securities Act, or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

      (3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

      (4) investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation, other than an Affiliate of STATS ChipPAC, organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” or higher according to Moody’s or “A-1” or higher according to S&P; and

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      (5) investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority of the United States, and rated at least “A” by S&P or “A” by Moody’s.

      “Total Assets” means the total consolidated assets less goodwill of STATS ChipPAC and those of its Guarantors, as provided in the most recent consolidated balance sheet of STATS ChipPAC.

      “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to November 15, 2008; provided, however, that if the period from the redemption date to November 15, 2008, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

      “Unrestricted Subsidiary” means (1) Winstek Semiconductor Corporation unless and until such entity is designated a Restricted Subsidiary in accordance with the provisions of the indenture governing the notes, (2) any Subsidiary of STATS ChipPAC that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of STATS ChipPAC in the manner provided below and (3) any Subsidiary of an Unrestricted Subsidiary of STATS ChipPAC. The Board of Directors of STATS ChipPAC may designate any Subsidiary of STATS ChipPAC, including any newly acquired or newly formed Subsidiary, to be an Unrestricted Subsidiary unless the Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, STATS ChipPAC or any other Subsidiary of STATS ChipPAC that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if the Subsidiary has assets greater than $1,000, the designation would be permitted under the covenant described under “— Certain Covenants — Restricted Payments.” The Board of Directors of STATS ChipPAC may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to the designation (x) STATS ChipPAC could Incur $1.00 of additional Indebtedness under paragraph (a) of the covenant described under “— Certain Covenants — Limitation on Indebtedness” and (y) no Default shall have occurred and be continuing. The designation by the Board of Directors of STATS ChipPAC shall be evidenced to the trustee by promptly filing with the trustee a copy of the resolution of the Board of Directors giving effect to the designation and an officers’ certificate certifying that the designation complied with these provisions.

      “U.S. Dollar Equivalent” of any monetary amount in a currency other than U.S. dollars means, at any time for determination thereof, the amount of U.S. dollars obtained by converting the foreign currency involved in the computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two business days prior to the determination.

      Except as described under “— Certain Covenants — Limitation on Indebtedness,” whenever it is necessary to determine whether STATS ChipPAC has complied with any covenant in the indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, the amount will be treated as the U.S. Dollar Equivalent determined as of the date the amount is initially determined in the currency.

      “U.S. GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

      “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

      “Wholly Owned Subsidiary” means a Restricted Subsidiary the Capital Stock of which (other than directors’ qualifying shares) is at least 95% owned by STATS ChipPAC or one or more Wholly Owned Subsidiaries.

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TAXATION

Material Singapore Tax Considerations

      The statements made herein regarding taxation are general in nature and based on certain aspects of the tax laws of Singapore, taxation measures announced by the Singapore Minister for Finance in annual budget statements and administrative guidelines issued by the relevant authorities applicable as of the date of this prospectus and are subject to any changes in such laws, announced taxation measures or administrative guidelines, or in the interpretation of these laws, taxation measures or guidelines, occurring after such date, which changes could be made on a retroactive basis. Neither those statements nor any other statements in this prospectus are to be regarded as advice on the tax position of any holder of the new notes or of any person acquiring, selling or otherwise dealing with the new notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the new notes. The statements do not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to acquire, own or dispose of the new notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special rules. Holders and prospective holders of the new notes are advised to consult their own tax advisors as to the Singapore or other tax consequences of the acquisition, ownership of or disposition of the new notes, including, in particular, the effect of any foreign, state or local tax laws to which they are subject.

General

      Subject to certain exemptions, Singapore corporate resident taxpayers are subject to Singapore income tax on:

•  income accruing in or derived from Singapore; and

•  foreign income received in Singapore.

      From a corporate resident taxpayer perspective, foreign-sourced dividends, branch profits and services income received on or after June 1, 2003 will be tax exempt in Singapore provided that certain prescribed conditions are met. The conditions for this exemption include that the resident companies in Singapore must receive foreign-sourced income directly from jurisdictions with a headline (or highest published) corporate rate of income tax on gains or profits from a trade or business of at least 15% and the foreign income (or, in the case of a dividend, the underlying income out of which the dividend was paid) has been subject to tax in the foreign jurisdiction or was exempted from tax under a tax holiday for substantive business activities.

      A corporate taxpayer is generally regarded as tax resident in Singapore if the company’s business is controlled and managed in Singapore (for example, if the Board of Directors meets and conducts the company’s business in Singapore).

      An individual is regarded as resident in Singapore in a year of assessment if, in the preceding calendar year, the individual is physically present in Singapore or exercises an employment in Singapore (other than as a director of a company) for 183 days or more, or if the individual resides in Singapore.

      Non-Singapore resident corporate taxpayers are, subject to certain exceptions, subject to Singapore income tax only on:

•  income accruing in or derived from Singapore; and

•  foreign income received in Singapore.

      Non-Singapore resident individuals are, subject to certain exceptions, subject to Singapore income tax only on income accruing in or derived from Singapore.

      For individual tax residents of Singapore, all foreign-sourced income received in Singapore on or after January 1, 2004 is exempt from Singapore tax unless the said income is received through a partnership in Singapore. Certain Singapore-sourced investment income (such as interest from debt securities) derived by individuals on or after January 1, 2004 from certain financial instruments (other than income derived through a

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partnership in Singapore or from the carrying on of a trade, business or profession) will be tax exempt in Singapore.

      The corporate tax rate in Singapore is 20% for the year of assessment 2005 (i.e. for income of the financial year or other basis period ended 2004). In addition, three-quarters of up to the first S$10,000, and one-half of up to the next S$90,000, of a company’s chargeable income otherwise subject to normal taxation (other than Singapore dividends received by the company) has been exempted from corporate tax with effect from the year of assessment 2002. Further, new companies will, subject to certain conditions, be eligible for full tax exemption on their normal chargeable income (other than Singapore dividends) of up to S$100,000 a year for each of the company’s first three years of assessment falling within year of assessment 2005 to year of assessment 2009. The remaining chargeable income (after the tax exemption) will be taxed at the applicable corporate tax rate.

      For a Singapore tax resident individual, the rate of tax will vary according to the individual’s chargeable income but is subject to a maximum rate of 22% for the year of assessment 2005. The Singapore Minister for Finance announced in the 2005 Budget that the top personal tax rate would be lowered to 21% for the year of assessment 2006 and then to 20% for the year of assessment 2007. A non-resident individual is normally taxed at the corporate tax rate, except that Singapore employment income is taxed at a flat rate of 15% or at resident rates, whichever yields a higher tax.

      Subject to any applicable tax treaty, non-resident taxpayers are also subject to withholding tax (at varying rates depending on the type of income in question and the circumstances) on the gross amount of certain types of income derived from Singapore.

      There is currently no comprehensive income tax treaty between Singapore and the United States.

Interest Payments

      Under tax laws currently effective in Singapore, subject to following paragraphs, payments falling within Section 12(6) of the Income Tax Act, Chapter 134 of Singapore (the “ITA”) (including interest) are deemed to be derived from Singapore where the payments are:

      (a) borne, directly or indirectly, by a person resident in Singapore (except in respect of a business carried on outside Singapore through a permanent establishment outside Singapore) or a permanent establishment in Singapore;

      (b) deductible against any income accruing in or derived from Singapore; or

      (c) income derived from loans where the funds provided by such loans are brought into or used in Singapore.

      Further, such payments where made to a person not known to be a resident in Singapore for tax purposes are subject to withholding tax in Singapore at the rate of 20% (with effect from the year of assessment 2005). However, if the payment is due and payable on or after February 28, 1996, and is derived by a person not resident in Singapore from sources other than its trade, business, profession or vocation carried on or exercised in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the withholding tax rate is 15%. The rate of 15% may be reduced by applicable tax treaties.

      In addition, as the issue of the new notes is lead-managed by a Financial Sector Incentive (Bond Market) Company, the new notes would be “qualifying debt securities” for the purposes of the ITA. If the new notes are “qualifying debt securities”:

      (a) interest on the new notes received by a holder who is not resident in Singapore and who does not have any permanent establishment in Singapore is exempt from Singapore tax. Non-residents who carry on any operation through permanent establishments in Singapore also have the benefit of this exemption, provided that the new notes are not acquired using funds from Singapore operations. Funds from Singapore operations means, in relation to a person, the funds and profits of that person’s operations through a permanent establishment in Singapore;

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      (b) subject to certain conditions having been fulfilled (including the submission by or on behalf of us a return on debt securities to the Monetary Authority of Singapore and the Comptroller of Income Tax (the “Comptroller”)), interest on the new notes received by any company or body of persons (as defined in the ITA) in Singapore is subject to tax at a concessionary rate of 10%; and

      (c) subject to:

      (i) our including in all offering documents relating to the new notes a statement to the effect that any person whose interest derived from the new notes is not exempt from tax shall include such interest in a return of income made under the ITA; and

      (ii) we, or such other person as the Comptroller may direct, furnishing to the Comptroller a return on the debt securities within such period as the Comptroller may specify and such other particulars in connection with those securities as the Comptroller may require,

interest derived from the new notes is not subject to the withholding of tax by us.

      However, notwithstanding the foregoing:

      (x) if during the primary launch of the new notes, the new notes are issued to fewer than four persons and 50% or more of the principal amount of the new notes is beneficially held or funded, directly or indirectly, by related parties of ours, the new notes would not qualify as “qualifying debt securities”; and

      (y) even though the new notes are “qualifying debt securities”, if, at any time during the tenor of the new notes, 50% or more of the principal amount of the new notes is held beneficially or funded, directly or indirectly, by any related party(ies) of ours, interest derived from the new notes held by:

      (i) any related party of ours, or

      (ii) any other person where the funds used by such person to acquire the new notes are obtained, directly or indirectly, from any related party of ours,

      shall not be eligible for the withholding tax exemption or concessionary rate of tax of 10%.

      The term “related party”, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person.

      Notwithstanding that we are permitted to make payments under the new notes without deduction or withholding of tax under Section 45(1) of the ITA, any person whose interest derived from the new notes is not exempt from tax is required to include such interest in a return of income made under the ITA.

Gains on sale of the new notes

      Any gains considered to be in the nature of capital made from the sale of the new notes will not be taxable in Singapore. However, any gains from the sale of the new notes derived by a person as part of a trade or business carried on in Singapore (e.g one of dealing in securities) by that person may be taxable in Singapore as such gains are considered revenue in nature.

Estate Duty

      Singapore estate duty is imposed on the value of immovable property situated in Singapore and movable property, wherever it may be situated, passing on the death of an individual domiciled in Singapore. Estate duty, however, is not imposed on movable properties in Singapore passing on the death, on or after January 1, 2002, of persons who are not domiciled in Singapore. Accordingly, where an individual holder of the new notes is not domiciled in Singapore at the time of the individual’s death, the new notes will not be subject to Singapore estate duty.

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      Prospective purchasers of the new notes who are individuals, whether or not domiciled in Singapore, should consult their own tax advisors regarding the Singapore estate duty consequences of their investment and ownership of such new notes.

United States Taxation

      The following is a summary of certain U.S. federal income tax consequences to U.S. Holders (as defined below) of the ownership and disposition of notes as of the date hereof. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (Code), the Treasury regulations promulgated or proposed thereunder, judicial authority, published administrative positions of the Internal Revenue Service (IRS) and other applicable authorities, all as in effect on the date of this document, and all of which are subject to change, possibly on a retroactive basis.

      Except where noted, this summary deals only with notes that are held as capital assets as defined under the Code, and does not represent a detailed description of the U.S. federal income tax consequences applicable to U.S. Holders in light of their particular circumstances. In addition, it does not represent a detailed description of the U.S. federal income tax consequences applicable to U.S. Holders subject to special treatment under the U.S. federal income tax laws, including a U.S. Holder who is:

•  a dealer in securities or currencies;

•  a financial institution;

•  a regulated investment company;

•  a real estate investment trust;

•  a tax-exempt organization;

•  an insurance company;

•  a person holding the notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

•  a trader in securities that has elected the mark-to market method of accounting for its securities;

•  a person liable for alternative minimum tax;

•  a person who is an investor in a pass-through entity; or

•  a U.S. person whose “functional currency” is not the U.S. dollar.

      We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. There can be no assurance that the IRS will agree with such statements and conclusions.

      THE FOLLOWING DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. INVESTORS CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE ESTATE TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

      For purposes of this discussion, a “U.S. Holder” means a beneficial owner of a note that is for U.S. federal income tax purposes:

•  a citizen or resident of the United States;

•  a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision of the United States;

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•  an estate the income of which is subject to U.S. federal income taxation regardless of its source;

•  a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

      If a partnership, or other entity taxable as a partnership for U.S. federal income tax purposes, holds notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If a U.S. Holder is a partner of a partnership holding notes, such U.S. Holder should consult its tax advisors.

The Exchange

      The exchange of old notes for new notes will not constitute a taxable exchange for U.S. federal income tax purposes. As a result, a U.S. Holder will not recognize gain or loss upon exchanging its old notes for new notes. The holding period of the new notes received will include the holding period of the old notes exchanged therefor, and the adjusted tax basis of the new notes received will be the same as the adjusted tax basis of the old notes exchanged therefor immediately before the exchange.

Payments of Interest

      Interest on a note generally will be taxable to a U.S. Holder as ordinary income at the time it is paid or accrued in accordance with the U.S. Holder’s method of accounting for tax purposes. Interest income on a note generally will constitute foreign source income and, for taxable years beginning before December 31, 2006, generally will be considered “passive income” or “financial services income” for purposes of computing the foreign tax credit. For taxable years beginning after December 31, 2006, interest income on a note generally will be considered “passive category income” or “general category income” for purposes of computing the foreign tax credit.

      Should any foreign tax be withheld, the amount withheld and the gross amount of any Additional Amounts paid to a U.S. Holder will be included in such holder’s income at the time such amount is received or accrued in accordance with such holder’s method of tax accounting. Foreign withholding tax paid at the rate applicable to a U.S. Holder would, subject to limitations and conditions, be treated as foreign income tax eligible for credit against such holder’s method of tax accounting. Foreign withholding tax paid at the rate applicable to a U.S. Holder would, subject to limitations and conditions, be treated as foreign income tax eligible for credit against such holder’s U.S. federal income tax liability or, at such holder’s election, be eligible for deductions in computing taxable income. U.S. Holders should consult their tax advisors regarding the creditability or deductibility of any withholding taxes. Any Additional Amounts would generally constitute foreign source income.

Market Discount

      If a U.S. Holder purchases a note at a price less than the note’s principal amount, the amount of the difference will be treated as market discount unless such difference is less than a specified de minimis amount (generally .0025 of the note’s principal amount times the number of complete years to maturity from the date the U.S. Holder acquires the note). Market discount generally accrues ratably over the remaining term of a note unless a holder elects to accrue market discount on a constant yield basis. A U.S. Holder of a note with market discount will be required to treat any gain recognized on the sale or other disposition of the note as ordinary income rather than capital gain to the extent of the market discount accrued on the note. A U.S. Holder may elect to include market discount in income as it accrues, in which case any gain recognized on the sale or other disposition of a note will be capital gain. Such election will apply to all debt instruments that the U.S. Holder acquires during or after the taxable year to which the election applies, and may only be revoked with the consent of the IRS. Market discount should constitute foreign source interest income and, for taxable years beginning before December 31, 2006, should be considered “passive income” or “financial services income” for purposes of computing the foreign tax credit. For taxable years beginning after December 31, 2006, market discount should

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be considered “passive category income” or “general category income” for purposes of computing the foreign tax credit.

Bond Premium

      If a U.S. Holder purchases a note at a price in excess of the amount payable at maturity, the U.S. Holder generally may elect to amortize the excess, or bond premium, over the remaining term of the note on a constant yield method as an offset to interest. If a U.S. Holder elects to amortize bond premium, the amortized bond premium will reduce the U.S. Holder’s basis in the note. An election to amortize bond premium on a constant yield method will also apply to all debt instruments that the U.S. Holder holds or subsequently acquires during or after the taxable year to which the election applies. The election may not be revoked without the consent of the IRS. A U.S. Holder’s election to amortize bond premium as an offset to interest in respect of a note accordingly should offset such U.S. Holder’s foreign source interest income.

Sale, Exchange and Retirement of Notes

      Upon the sale, exchange (other than an exchange of old notes for new notes), retirement or other taxable disposition of a note, a U.S. Holder generally will recognize capital gain or loss equal to the difference between (i) the amount realized upon the sale, exchange, retirement or other taxable disposition (not including any amount allocable to accrued and unpaid interest, which will be treated as a payment of interest for U.S. federal income tax purposes) and (ii) such U.S. Holder’s adjusted tax basis in the note. The amount realized will be equal to the sum of the amount of cash and the fair market value of any property received in exchange for the note. A U.S. Holder’s adjusted tax basis in the note generally will equal that holder’s cost, increased by any market discount previously included in income in respect thereof and reduced (but not below zero) by any principal payments on the note received by such holder and by any amortized bond premium. The capital gain or loss will be long-term capital gain or loss if at the time of sale, exchange, retirement or other disposition, the note has been held for more than one year. Long-term capital gains recognized by noncorporate taxpayers, including individuals, are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Gains or loss on the sale, exchange or retirement of a note will generally be treated as U.S. source gain or loss for purposes of computing the foreign tax credit.

Information Reporting and Backup Withholding

      In general, information reporting requirements will apply to payments of principal and interest paid or accrued on a note and to the proceeds of sale of a note made to a U.S. Holder (unless such holder is an exempt recipient, such as a corporation). A backup withholding tax will apply to such payments if the holder (i) fails to furnish a taxpayer identification number (TIN) or establish an exemption from backup withholding, (ii) furnishes an incorrect TIN, (iii) is notified by the IRS that it has failed to report properly interest or dividends, or (iv) fails, under specified circumstances, to provide a certified statement, signed under penalties of perjury, that the TIN provided is the correct number and that the holder is not subject to backup withholding. Any amounts withheld under the backup withholding rules will be allowed as a credit against such U.S. Holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the IRS.

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PLAN OF DISTRIBUTION

      Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities (other than old notes acquired directly from us or any of our affiliates). We and the guarantors have agreed that for a period of up to 180 days from the consummation deadline of the exchange offer (that is, the 30th business day after the effectiveness of the registration statement of which the prospectus is a part), we and the guarantors will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resales.

      We and the guarantors will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      We and the guarantors have agreed to pay all expenses incident to the exchange offer, including the reasonable fees and disbursements of counsel to the initial purchasers and the holders of the old notes and will indemnify holders of the notes against certain liabilities, including liabilities under the Securities Act.

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THE EXCHANGE OFFER

Registration Rights

      In connection with the sale of the old notes, the purchasers of the old notes became entitled to the benefits of certain registration rights. Pursuant to the registration rights agreement executed as part of the offering of the old notes, we and the guarantors agreed to:

•  file within 120 days, and cause to become effective within 180 days, from the date of the original issue of the outstanding old notes, the registration statement of which this prospectus is a part with respect to the exchange of the old notes for the new notes to be issued in the exchange offer; and

•  use all commercially reasonable best efforts to issue on or prior to 30 business days, or longer, after the date on which the exchange offer registration statement was declared effective, new notes in exchange for the old notes.

      If:

      (1) we and the guarantors are not required to file the exchange offer registration statement or permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or Commission policy; or

      (2) any holder of old notes notifies us within 20 business days following consummation of the exchange offer that:

      (a) it is prohibited by law or Commission policy from participating in the exchange offer; or

      (b) that it may not resell the new notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales; or

      (c) that it is a broker-dealer and owns notes acquired directly from the Company or an affiliate of the Company;

we and the guarantors will file with the Commission a shelf registration statement to cover resales of the notes by the holders who satisfy certain conditions relating to the provision of information in connection with the shelf registration statement.

      In the event the exchange offer is consummated, we will not be required to file a shelf registration statement relating to any outstanding old notes other than those held by persons not eligible to participate in the exchange offer. The exchange offer shall be deemed to have been consummated upon the earlier to occur of:

•  our having exchanged new notes for all outstanding old notes (other than old notes held by persons not eligible to participate in the exchange offer) pursuant to the exchange offer and

•  our having exchanged, pursuant to the exchange offer, new notes for all old notes that have been tendered and not withdrawn on the expiration date.

      Upon consummation, holders of old notes seeking liquidity in their investment would have to rely on exemptions to registration requirements under the Securities Act. See “Risk Factors — If you fail to exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions.”

Liquidated Damages

      In the registration rights agreement, we also agreed that in the event that:

      (1) we and the guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing;

      (2) any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness;

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      (3) we and the guarantors fail to consummate the exchange offer within 30 business days after the exchange offer registration statement is declared effective by the Commission; or

      (4) the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or fails to be usable for its intended purposes during the periods specified in the registration rights agreement,

then we and the guarantors will pay liquidated damages to each holder in an amount equal to 0.50% per annum until all registration defaults have been cured.

Terms of the Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying Letter of Transmittal, we will accept all old notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding old notes accepted in the exchange offer. Holders may tender some or all of their old notes pursuant to the exchange offer in denominations of $1,000 and integral multiples thereof.

      As of the date of this prospectus, $215.0 million aggregate principal amount of old notes are outstanding. In connection with the issuance of the old notes, we arranged for the old notes initially purchased by Qualified Institutional Buyers under Rule 144A or by persons outside the United States under Regulation S to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The new notes will also be issuable and transferable in book-entry form through DTC.

      This prospectus, together with the accompanying Letter of Transmittal, is being sent to all registered holders as of               , 2005, which is the record date for purposes of the exchange offer.

      We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to the exchange agent. See “— Exchange Agent.” The exchange agent will act as agent for the tendering holders of old notes for the purpose of receiving new notes from us and delivering new notes to such holders.

      If any tendered old notes are not accepted for any exchange because of an invalid tender or the occurrence of certain other events set forth herein, certificates for any such unaccepted old notes will be returned, without expenses, to the tendering holder thereof promptly after the expiration date.

      Holders of old notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to the exchange of old notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes in connection with the exchange offer. See “— Fees and Expenses.”

Expiration Dates, Extensions, and Amendments

      The term “expiration date” shall mean               , 2005 unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date to which the exchange offer is extended.

      In order to extend the expiration date, we will notify the exchange agent of any extension by oral or written notice and will mail to the record holders of old notes an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Such announcement may state that we are extending the exchange offer for a specified period of time.

      We reserve the right:

•  to delay acceptance of any old notes in the event that the exchange offer is extended, to extend the exchange offer or to terminate the exchange offer and to refuse to accept any old notes, if any of the conditions set forth herein under “— Termination” shall have occurred and shall not have been waived by us (if permitted to be waived by us) prior to the expiration date, by giving oral or written notice of such delay, extension or termination to the exchange agent; and

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•  to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the old notes.

      Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the old notes of such amendment.

      Without limiting the manner by which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to the Dow Jones News Service.

Interest on the New Notes

      The new notes will bear interest from November 18, 2004 payable semiannually on May 15 and November 15 of each year commencing on May 15, 2005 at the rate of 6³/4% per annum. Holders of old notes whose old notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on the old notes accrued from November 18, 2004 until the date of the issuance of the new notes. Consequently, holders who exchange their old notes for new notes will receive the same interest payment on May 15, 2005 (the first interest payment date with respect to the old notes and the new notes) that they would have received had they not accepted the exchange offer.

Resale of the New Notes

      Based on no-action letters issued by the staff of the Commission to third parties, we believe that the new notes issued pursuant to the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by any holder thereof (other than a broker-dealer who purchased the notes directly from us to resell pursuant to an exemption under the Securities Act or a person that is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act) without a compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

•  the new notes were acquired in the ordinary course of business; and

•  the holder is not engaged in, and does not intend to engage in, and has no arrangements or understanding with any person to participate in, the distribution of the new notes.

      Holders of old notes wishing to accept the exchange offer must represent to us that these conditions have been met.

      Each broker-dealer that receives new notes in exchange for old notes held for its own account, as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealer in connection with resales of new notes received in exchange for old notes.

Procedure for Tendering

      To tender in the exchange offer, a holder must complete, sign and date the Letter of Transmittal, or a facsimile thereof, have the signature thereon guaranteed if required by the Letter of Transmittal and mail or otherwise deliver such Letter of Transmittal or such facsimile, together with the old notes (unless such tender is being effected pursuant to the procedure for book-entry transfer described below) and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

      Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the old notes by causing DTC to transfer such old notes into the exchange agent’s account in accordance with DTC’s procedure for such transfer. Although delivery of old notes may be effected through

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book-entry transfer into the exchange agent’s account at DTC, the Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received or confirmed by the exchange agent at its addresses set forth herein under “— Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

      The tender by a holder of old notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the Letter of Transmittal.

      Delivery of all documents must be made to the exchange agent at its address set forth herein. Holders may also request that their respective brokers, dealers, commercial banks, trust companies, or nominees effect such tender for such holders.

      The method of delivery of old notes and the Letters of Transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or old notes should be sent to us.

      Only a holder of old notes may tender such old notes in the exchange offer. The term “holder” with respect to the exchange offer means any person in whose name old notes are registered on the books of the company or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by DTC who desires to deliver such old notes by book-entry transfer at DTC.

      Any beneficial holder whose old notes are registered in the name of his broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on his behalf. If such beneficial holder wishes to tender on his own behalf, such beneficial holder must, prior to completing and executing the Letter of Transmittal and delivering his old notes, either make appropriate arrangements to register ownership of the old notes in such holder’s name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

      Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”) unless the old notes tendered pursuant thereto are tendered:

•  by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the Letter of Transmittal; or

•  for the account of an Eligible Institution.

      If the Letter of Transmittal is signed by a person other than the registered holder of any old notes listed therein, such old notes must be endorsed or accompanied by appropriate bond powers which authorize such person to tender the old notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders that appears on the old notes.

      If the Letter of Transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the Letter of Transmittal.

      All the questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of the tendered old notes will be determined by us in our sole discretion, which determinations will be final and binding. We reserve the absolute right to reject any and all old notes not validly tendered or any old notes our acceptance of which would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities as to particular old notes and any conditions of tender as to all of the old notes. Our

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interpretation of the terms and conditions of the exchange offer (including the instructions in the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of old notes nor shall any of them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holder of such old notes unless otherwise provided in the Letter of Transmittal promptly following the expiration date.

      In addition, we reserve the right in our sole discretion to:

•  purchase or make offers for any old notes that remain outstanding subsequent to the expiration date, or, as set forth under “— Termination,” to terminate the exchange offer; and

•  to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise.

      The terms of any such purchase or offers may differ from the terms of the exchange offer.

      By tendering, each holder of old notes will represent to us that among other things, the new notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the person receiving such new notes, whether or not such person is the holder, that neither the holder nor any other person has an arrangement or understanding with any person to participate in the distribution of the new notes and that neither the holder nor any such other person in an “affiliate” of our company within the meaning of Rule 405 under the Securities Act.

Guaranteed Delivery Procedure

      Holders who wish to tender their old notes and whose old notes are not immediately available, or who cannot deliver their old notes, the Letter of Transmittal, or any other required documents to the exchange agent prior to the expiration date, or if such holder cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender if:

•  The tender is made through an Eligible Institution;

•  Prior to the expiration date, the exchange agent receives from such eligible institution properly competed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery):

—  setting forth the name and address of the holder of the old notes, the certificate number or numbers of such old notes and the principal amount of old notes tendered;

—  stating that the tender is being made by guaranteed delivery; and

—  guaranteeing that, within five business days after the expiration date, the Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing the old notes to be tendered in proper form for transfer and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the exchange agent; and

—  the exchange agent receives the properly completed and executed Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing all tendered old notes in proper form for transfer (or confirmation of a book-entry transfer into the exchange agents’ account at DTC of old notes delivered electronically) and all other documents required by the Letter of Transmittal within five business days after the expiration date.

Withdrawal of Tenders

      Except as otherwise provided herein, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the business day prior to the expiration date.

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      To withdraw a tender of old notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the business day prior to the expiration date. Any such notice of withdrawal must:

•  specify the name of the person having deposited the old notes to be withdrawn (the “Depositor”);

•  identify the old notes to be withdrawn (including the certificate number or numbers and principal amount of the old notes);

•  be signed by the Depositor in the same manner as the original signature on the Letter of Transmittal by which the old notes were tendered (including any required signature guarantees) or be accompanied by documents of transfers sufficient to permit the Trustee with respect to the old notes to register the transfer of the old notes into the name of the Depositor withdrawing the tender; and

•  specify the name in which the old notes are to be registered, if different from that of the Depositor.

      All questions as to the validity, form and eligibility (including time of receipt) for such withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no new notes will be issued with respect thereto unless the old notes so withdrawn are validly tendered. Any old notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to such holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be tendered by following one of the procedures described above under “— Procedures for Tendering” at any time prior to the expiration date.

Termination

      Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange new notes for, any old notes not therefore accepted for exchange, and may terminate or amend the exchange offer as provided herein before the acceptance of such old notes if:

•  any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer, which, in our judgment, might materially impair our ability to proceed with the exchange offer; or

•  any law, statute, rule or regulation is proposed, adopted or enacted, or any existing law, statute rule or regulation is interpreted by the staff of the Commission or court of competent jurisdiction in a manner, which, in our judgment, might materially impair our ability to proceed with the exchange offer.

      If we determine that we may terminate the exchange offer, as set forth above, we may:

•  refuse to accept any old notes and return any old notes that have been tendered to the holders thereof;

•  extend the exchange offer and retain all old notes that have been tendered prior to the expiration of the exchange offer, subject to the rights of such holders of tendered old notes to withdraw their tendered old notes; or

•  waive such termination event with respect to the exchange offer and accept all properly tendered old notes that have not been withdrawn.

      If such waiver constitutes a material change in the exchange offer, we will disclose the change by means of a supplement to this prospectus that will be distributed to each registered holder of old notes and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders of the old notes, if the exchange offer would otherwise expire during such period.

140

Exchange Agent

      U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus or of the Letter of Transmittal should be directed to the exchange agent addressed as follows:

By Mail or Hand Delivery	U.S. Bank National Association EP-MN-WS3C 60 Livingston Avenue St. Paul, MN 55107-2292 Attention: Specialized Finance
Facsimile Transmission:	U.S. Bank National Association (651) 495-8158
Confirm by Telephone:	(800) 934-6802

Fees and Expenses

      The expense of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail. Additional solicitations may be made by officers and regular employees of ours and our affiliates in person, by facsimile or telephone.

      We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent’s reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, Letters of Transmittal and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

      The expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees, will be paid by us.

      We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. If, however, certificates representing new notes or old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any other person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Consequences of Failure to Exchange

      If you do not tender your old notes to be exchanged in this exchange offer, they will remain “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act. Accordingly, they may only be resold if:

•  registered pursuant to the Securities Act;

•  an exemption from registration is available; or

•  neither registration nor an exemption is required by law; and

      they shall continue to bear a legend restricting transfer in the absence of registration or an exemption from registration.

141

      As a result of the restrictions on transfer and the availability of the new notes, the old notes are likely to be much less liquid than before the exchange offer. Following the consummation of the exchange offer, in general, holders of old notes will have no further registration rights under the registration rights agreement.

LEGAL MATTERS

      Certain legal matters with respect to the new notes are being passed upon on our behalf by Kirkland & Ellis LLP as to matters of United States and New York law. Certain matters of Singapore law are being passed upon on our behalf by Allen & Gledhill.

EXPERTS

      The consolidated financial statements as of December 31, 2004 and for the year ended December 31, 2004, incorporated by reference to the Annual Report on Form 20-F for the year ended December 31, 2004 and included in this prospectus have been so incorporated and included in reliance on the report of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as expects in auditing and accounting.

      The consolidated financial statements of STATS as of December 31, 2003, and for each of the two years in the period ended December 31, 2003, have been included and incorporated by reference herein in reliance upon the report of KPMG, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing. We have agreed to indemnify and hold KPMG harmless against and from any and all legal costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants) which KPMG may incur in connection with its successful defense of any legal action or proceeding that may arise as a result of KPMG’s consent to the inclusion (or incorporation by reference) of KPMG’s report on ST Assembly Test Services Ltd’s consolidated financial statements in this registration statement, whether brought under the federal securities laws or other statutes, state statute or common law, or otherwise. KPMG shall not be indemnified, and shall refund to us, any amounts paid to KPMG pursuant to such indemnification in the event there is court adjudication that KPMG is guilty of professional malpractice, or in the event that KPMG becomes liable for any part of the plaintiff’s damages by virtue of settlement.

      The consolidated financial statements of ChipPAC, Inc. as of December 31, 2002 and 2003 and for each of the three years ended December 31, 2003 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

CHANGE OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

      Prior to the merger, the STATS Audit Committee reviewed the appointment of STATS’ auditors in order to rationalize the audit services required by STATS and ChipPAC upon the consummation of the merger. The decision to review the appointment of STATS’ auditors was not related to the quality of the services provided by KPMG or any concerns raised by KPMG, nor was it motivated by a desire to realize overall cost savings. Based on this review and on conversations with KPMG, the then auditors of STATS, and PricewaterhouseCoopers, Singapore (an affiliate firm of PricewaterhouseCoopers LLP, the then auditors of ChipPAC), the STATS Audit Committee decided to engage PricewaterhouseCoopers, Singapore to replace KPMG as STATS’ auditors to perform the audit of its financial statements for the fiscal year 2004. PricewaterhouseCoopers, Singapore has consented to be appointed as auditors of STATS and KPMG resigned with effect from the appointment of PricewaterhouseCoopers, Singapore at the STATS extraordinary general meeting held on August 4, 2004. Prior to the decision of the STATS Audit Committee to recommend the engagement of PricewaterhouseCoopers, Singapore as auditors to STATS, the STATS Audit Committee did not discuss with PricewaterhouseCoopers, Singapore the application of accounting principles to particular transactions or the type of audit report PricewaterhouseCoopers, Singapore may give on STATS’ financial statements.

142

      KPMG’s reports on STATS’ consolidated financial statements did not contain an adverse opinion, a disclaimer of opinion, or a qualification or modification as to uncertainty, audit scope or accounting principles. In addition, there have been no disagreements between STATS and KPMG regarding accounting principles or practices, financial statement disclosure or auditing scope or procedures that were not resolved to the satisfaction of KPMG and would require KPMG to make reference to such disagreement in its report. KPMG has not advised STATS that information has come to KPMG’s attention that has made KPMG unwilling to be associated with the STATS historical financial statements.

143

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements of STATS ChipPAC Ltd. and its Subsidiaries
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers, Singapore)		F-2
Report of Independent Registered Public Accounting Firm (KPMG)		F-3
Consolidated Balance Sheets as of December 31, 2003 and 2004		F-4
Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004		F-5
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2002, 2003 and 2004		F-6
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2002, 2003 and 2004		F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004		F-8
Notes to the Consolidated Financial Statements		F-9
Financial Statements of ChipPAC, Inc. (now known as STATS ChipPAC, Inc.) and its Subsidiaries
Report of Independent Registered Public Accounting Firm		F-58
Consolidated Balance Sheets as of December 31, 2002 and 2003		F-59
Consolidated Statements of Operations for the years ended December 31, 2001, 2002 and 2003		F-60
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2001, 2002 and 2003		F-61
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2002 and 2003		F-62
Notes to the Consolidated Financial Statements		F-64
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule		F-96
Financial Statement Schedule II — Valuation and Qualifying Accounts for each of the three years ended December 31, 2003		F-97
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2003 and June 30, 2004		F-98
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2003 and 2004		F-99
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2004		F-100
Notes to the Unaudited Condensed Consolidated Financial Statements		F-102

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

STATS ChipPAC Ltd.:

      In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of shareholders’ equity and of cash flows, present fairly, in all material respects, the financial position of STATS ChipPAC Ltd. and subsidiaries as of December 31, 2004, and the results of their operations and their cash flows for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

PricewaterhouseCoopers

Singapore

March 11, 2005

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

ST Assembly Test Services Ltd.:

      We have audited the accompanying consolidated balance sheet of ST Assembly Test Services Ltd. and subsidiaries as of December 31, 2003, and the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ST Assembly Test Services Ltd. and subsidiaries as of December 31, 2003, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

KPMG

Singapore

February 6, 2004

F-3

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31

In thousands of U.S. Dollars (except per share data)

			Note		2003			2004
ASSETS
Current assets:
	Cash and cash equivalents			3	$	313,163		$	227,509
	Short-term marketable securities			4		11,144			2,060
	Accounts receivable, net			5		79,899			149,650
	Amounts due from affiliates			2		7,050			2,623
	Other receivables			6		2,773			16,813
	Inventories			7		19,839			54,690
	Prepaid expenses and other current assets			8		14,863			38,836
		Total current assets				448,731			492,181
Long-term marketable securities				4		23,313			18,121
Property, plant and equipment, net				9		474,133			1,035,803
Intangible assets				10		1,940			125,830
Goodwill				11		2,209			523,598
Prepaid expenses and other non-current assets				8		43,526			76,169
		Total assets			$	993,852		$	2,271,702
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts and other payable				$	8,042		$	68,573
	Payables related to property, plant and equipment purchases					54,089			51,638
	Accrued operating expenses			13		40,661			63,899
	Income taxes payable					3,383			2,038
	Short-term borrowings			15		—			19,874
	Amounts due to affiliates			2		1,836			137
	Current obligations under capital leases			16		5,296			7,587
	Current installments of long-term debt			17		6,841			154,407
		Total current liabilities				120,148			368,153
Obligations under capital leases, excluding current installments				16		812			10,771
Long-term debt, excluding current installments				17		358,789			642,175
Other non-current liabilities				19		4,463			50,362
		Total liabilities				484,212			1,071,461
Minority interest						33,684			40,891
Share capital:
Ordinary shares — par value S$0.25, Authorized 3,200,000,000 shares Issued ordinary shares — 1,076,620,120 in 2003 and 1,944,330,450 in 2004				20		172,434			298,233
Additional paid-in capital				21		489,355			1,507,612
Accumulated other comprehensive loss				22		(9,921	)		(2,860	)
Accumulated deficit						(175,912	)		(643,635	)
	Total shareholders’ equity					475,956			1,159,350
	Commitments and contingencies			24
	Total liabilities and shareholders’ equity				$	993,852		$	2,271,702

See accompanying notes to consolidated financial statements.

F-4

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31

In thousands of U.S. Dollars (except per share data)

			Note		2002			2003			2004
Net revenues					$	225,738		$	380,691		$	769,121
Cost of revenues						(247,943	)		(328,014	)		(643,540	)
Gross profit (loss)						(22,205	)		52,677			125,581
Operating expenses:
	Selling, general and administrative					36,693			36,475			84,965
	Research and development					18,856			15,295			17,637
	Goodwill and asset impairments			9, 11		14,666			—			453,000
	Prepaid leases written off					764			—			—
	Other general expenses (income), net					548			374			(464	)
		Total operating expenses				71,527			52,144			555,138
Operating income (loss)						(93,732	)		533			(429,557	)
Other income (expense), net:
	Interest income					5,271			4,785			4,430
	Interest expense					(10,414	)		(13,994	)		(28,816	)
	Foreign currency exchange gain (loss)					(512	)		1,634			(1,122	)
	Other non-operating income (expense), net			25		3,419			7,570			(936	)
		Total other income (expense), net				(2,236	)		(5	)		(26,444	)
Income (loss) before income taxes						(95,968	)		528			(456,001	)
Income tax benefit (expense)				14		7,163			(705	)		(7,894	)
Loss before minority interest						(88,805	)		(177	)		(463,895	)
Minority interest						(514	)		(1,539	)		(3,828	)
Net loss					$	(89,319	)	$	(1,716	)	$	(467,723	)
Basic and diluted net loss per ordinary share					$	(0.09	)	$	(0.00	)	$	(0.33	)
Basic and diluted net loss per ADS					$	(0.90	)	$	(0.02	)	$	(3.27	)
Ordinary shares (in thousands) used in per ordinary share calculation:
	— basic and diluted					991,549			1,005,374			1,428,954
ADS (in thousands) used in per ADS calculation:
	— basic and diluted					99,155			100,537			142,895

See accompanying notes to consolidated financial statements.

F-5

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31

In thousands of U.S. Dollars

		2002			2003			2004
Net loss		$	(89,319	)	$	(1,716	)	$	(467,723	)
Other comprehensive loss:
	Unrealized gain (loss) on available-for-sale marketable securities		1,012			3,687			(548	)
	Realized (gain) loss on available-for-sale marketable securities included in net loss		(125	)		(5,040	)		537
	Unrealized gain on hedging instruments		—			—			3,953
	Realized gain on hedging instruments		—			—			(168	)
	Foreign currency translation adjustment		(212	)		698			3,287
Comprehensive loss		$	(88,644	)	$	(2,371	)	$	(460,662	)

See accompanying notes to consolidated financial statements.

F-6

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

In thousands of U.S. Dollars

								Accumulated
					Additional			Other			Accumulated			Total
					Paid-In			Comprehensive			Earnings			Shareholders’
	Ordinary Shares				Capital			Loss			(Deficit)			Equity
	No.
	(In thousands)		$		$			$			$			$
Balances at January 1, 2002		989,683		159,961		387,652			(9,941	)		(84,877	)		452,795
Share issuances		2,432		334		944			—			—			1,278
Non-cash compensation		—		—		1,023			—			—			1,023
Stock compensation		—		—		60			—			—			60
Net loss		—		—		—			—			(89,319	)		(89,319	)
Other comprehensive income		—		—		—			675			—			675
Balances at December 31, 2002		992,115		160,295		389,679			(9,266	)		(174,196	)		366,512
Share issuances		84,505		12,139		99,579			—			—			111,718
Stock compensation		—		—		97			—			—			97
Net loss		—		—		—			—			(1,716	)		(1,716	)
Other comprehensive loss		—		—		—			(655	)		—			(655	)
Balances at December 31, 2003		1,076,620		172,434		489,355			(9,921	)		(175,912	)		475,956
Share issuances		5,802		856		1,112			—			—			1,968
Share issuances and assumption of share options in connection with acquisition		861,908		124,943		1,016,549			—			—			1,141,492
Stock compensation		—		—		658			—			—			658
Effect of subsidiary’s equity transaction		—		—		(62	)		—			—			(62	)
Net loss		—		—		—			—			(467,723	)		(467,723	)
Other comprehensive income		—		—		—			7,061			—			7,061
Balances at December 31, 2004		1,944,330		298,233		1,507,612			(2,860	)		(643,635	)		1,159,350

See accompanying notes to consolidated financial statements.

F-7

STATS CHIPPAC LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

In thousands of U.S. Dollars

		2002			2003			2004
Cash Flows From Operating Activities
Net loss		$	(89,319	)	$	(1,716	)	$	(467,723	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization		105,466			120,610			188,683
	Goodwill and asset impairments and prepaid leases written off		15,430			—			453,000
	Amortization of leasing prepayments		19,222			11,732			25,718
	Debt issuance cost amortization		882			1,155			1,913
	Loss (gain) on sale of property, plant and equipment		702			100			(656	)
	Accretion of discount on convertible notes		5,013			7,366			11,437
	Loss from repurchase of senior and convertible notes		—			—			797
	Foreign currency exchange loss (gain)		367			(3,367	)		(830	)
	Deferred income taxes		(8,189	)		(1,246	)		15,005
	Non-cash compensation		1,023			—			—
	Minority interest in income of subsidiary		514			1,539			3,828
	Loss (gain) on sale and maturity of marketable securities		(125	)		(5,040	)		537
	Others		(3	)		(54	)		1,029
Changes in operating working capital:
	Accounts receivable		(23,633	)		(30,277	)		8,149
	Amounts due from affiliates		(2,030	)		(2,932	)		4,427
	Inventories		(2,482	)		(10,095	)		(1,171	)
	Other receivables, prepaid expenses and other assets		(893	)		(16,783	)		(64,421	)
	Accounts payable, accrued operating expenses and other payables		7,163			11,769			(41,406	)
	Amounts due to affiliates		(611	)		(213	)		(1,699	)
Net cash provided by operating activities			28,497			82,548			136,617
Cash Flows From Investing Activities
Proceeds from sales of marketable securities			110,962			77,566			130,497
Proceeds from maturity of marketable securities			2,844			5,753			46,687
Purchases of marketable securities			(157,976	)		(43,850	)		(160,943	)
Acquisition of intangible assets			(65	)		—			(1,428	)
Acquisition of subsidiary, net of cash acquired			—			(467	)		7,208
Purchases of property, plant and equipment			(113,169	)		(209,326	)		(287,574	)
Others, net			751			(3,946	)		729
Net cash used in investing activities			(156,653	)		(174,270	)		(264,824	)
Cash Flows From Financing Activities
Repayment of short-term debt		$	—		$	(27,419	)	$	(72,006	)
Repayment of long-term debt			(14,321	)		(19,713	)		(8,982	)
Proceeds from issuance of shares, net of expenses			1,278			117,477			1,968
Proceeds from issuance of convertible and senior notes, net of expenses			195,032			112,345			210,458
Repurchase of senior and convertible notes			—			—			(193,647	)
Proceeds from bank borrowings			20,592			49,839			107,620
Decrease (increase) in restricted cash			(13,026	)		8,223			2,927
Grants received			1,150			6,784			—
Capital lease payments			(10,082	)		(12,862	)		(7,210	)
Net cash provided by financing activities			180,623			234,674			41,128
Net increase (decrease) in cash and cash equivalents			52,467			142,952			(87,079	)
Effect of exchange rate changes on cash and cash equivalents			(20	)		2,550			1,425
Cash and cash equivalents at beginning of the year			115,214			167,661			313,163
Cash and cash equivalents at end of the year		$	167,661		$	313,163		$	227,509
Supplementary Cash Flow Information
Interest paid (net of amount capitalized)		$	3,312		$	5,580		$	21,974
Income taxes paid		$	1,333		$	669		$	1,023
Non-cash items
	Issuance of shares and assumption of share options in connection with acquisition	$	—		$	—		$	1,066,994
	Equipment acquired under capital leases	$	11,576		$	2,663		$	—
	Compensation paid by Singapore Technologies Pte Ltd.	$	1,023		$	—		$	—

See accompanying notes to consolidated financial statements.

F-8

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In thousands of U.S. Dollars (except per share data)

1. Background and Summary of Significant Accounting Policies

     (a) Business and Organization

      STATS ChipPAC Ltd. (“STATS ChipPAC” or “STATS” prior to consummation of the merger) and subsidiaries (collectively the “Company”) is an independent provider of a full range of semiconductor test and packaging services. The Company was formed in connection with the merger of ST Assembly Test Services Ltd and ChipPAC, Inc. (“ChipPAC”), which was consummated on August 5, 2004. In the merger, former ChipPAC stockholders received 0.87 American Depositary Shares of STATS for each share of ChipPAC Class A common stock, par value $0.01 per share, owned by such stockholder. Upon consummation of the merger, STATS’ and ChipPAC’s former shareholders owned approximately 56% and 44%, respectively, of the Company’s total shares outstanding. As a result of the merger, ChipPAC became a wholly-owned subsidiary of STATS. The transaction was accounted for using the purchase method. Subsequent to the merger, STATS was renamed STATS ChipPAC Ltd.

      In 2004, the Company’s Taiwan subsidiary, Winstek Semiconductor Corporation (“Winstek”), issued new shares to its employees as employee stock bonus and resulted in the dilution of the Company’s interest in Winstek from 55.0% to 54.5%. The Company recognized the loss of $62 on the dilution on interest within shareholders’ equity.

      The Company has operations in Singapore, South Korea, China, Malaysia, Taiwan, the United Kingdom, the Netherlands, Japan and in the United States of America, its principal market.

      Temasek Holdings (Private) Limited (“Temasek”), through its wholly-owned subsidiary, Singapore Technologies Semiconductors Pte Ltd, beneficially owned approximately 37% of the Company as of December 31, 2004. Temasek is the principal holding company through which corporate investments of the Government of Singapore are held.

     (b) Accounting Principles

      The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) consistently applied for all periods.

     (c) Principles of Consolidation

      The consolidated financial statements include the consolidated accounts of STATS ChipPAC and its majority-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

     (d) Issuances of Stock by Subsidiaries

      Changes in the Company’s proportionate share of the underlying net equity of a subsidiary, which result from the issuance of additional stocks to third parties, are recognized as increases or decreases to additional paid-in capital as a component of shareholders’ equity.

     (e) Use of Estimates

      The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period. Significant estimates made by management include: the useful lives of property, plant and equipment and intangible assets as well as future cash flows to be generated by those assets; discounts and allowances relating to volume purchases and other incentive programs offered to customers, allowances for

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

doubtful accounts, sales returns; valuation allowances for deferred tax assets; provision for inventory losses; fair value of reporting units, and contingent liabilities, among others. Actual results could differ from these estimates.

     (f) Reclassifications

      Certain reclassifications have been made in prior years’ financial statements to conform with classifications used in the current year.

     (g) Foreign Currency Transactions

      The Company predominantly utilizes the U.S. dollar as its functional currency. Assets and liabilities which are denominated in foreign currencies are converted into the functional currency at the rates of exchange prevailing at the balance sheet date. Income and expenses which are denominated in foreign currencies are converted at the average rates of exchange prevailing during the period. Foreign currency transaction gains or losses are included in results of operations.

      Winstek designates the New Taiwan Dollar as its functional currency. Where the functional currency of a subsidiary is other than the Company’s U.S. dollar reporting currency, the financial statements are translated into U.S. dollars using exchange rates prevailing at the balance sheet date for assets and liabilities and average exchange rates for the reporting period for the results of operations. Adjustments resulting from translation of such foreign subsidiary financial statements are reported within accumulated other comprehensive loss, which is reflected as a separate component of shareholders’ equity.

     (h) Certain Risks and Concentrations

      The Company’s customers are comprised of companies in the semiconductor industry located primarily in the United States of America, Europe and Asia. The semiconductor industry is highly cyclical and experiences significant fluctuations in customer demand, evolving industry standards, competitive pricing pressure that leads to steady declines in average selling prices, rapid technological changes, risk associated with foreign currencies and enforcement of intellectual property rights. Additionally, the market in which the Company operates is very competitive. As a result of these industry and market characteristics, key elements of competition in the independent semiconductor packaging market include breath of packaging offerings, time-to-market, technical competence, design services quality, production yields, reliability of customer service and price.

      The Company’s largest customer accounted for approximately 30%, 32% and 21% of revenues for the years ended December 31, 2002, 2003, and 2004, respectively. The Company’s five largest customers collectively accounted for approximately 64%, 66% and 56% of revenues for the years ended December 31, 2002, 2003 and 2004, respectively. The decommitment from any major customer for products, or the loss of or default by any of these major customers could have an adverse effect upon the Company’s financial position, results of operations and cash flows. The Company mitigates the concentration of credit risk in trade receivables through the Company’s credit evaluation process, credit policies, credit control and collection procedures.

      Cash and cash equivalents are deposited with banks primarily in Singapore, South Korea, China, Malaysia, British Virgin Islands, Taiwan and the United States of America. Deposits in these banks may exceed the amount of insurance provided on such deposits, if any. The Company has not experienced any losses to date on its bank cash deposits. Prior to December 2004, the Company also participates in a pooled cash management arrangement and places short-term advances with affiliates of Temasek.

      South Korean, Chinese and Malaysian foreign currency exchange regulations may place restrictions on the flow of foreign funds into and out of those countries. The Company is required to comply with these regulations when entering into transactions in foreign currencies in South Korea, China and Malaysia. As of December 31, 2004, there were no restrictions on foreign funds flow.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

     (i) Cash and Cash Equivalents

      Cash equivalents consist of highly liquid investments that are readily convertible into cash and have original maturities of three months or less. Cash and cash equivalents consisted of cash, deposit accounts and money market funds at December 31, 2004.

     (j) Derivative Instruments and Hedging Activities

      The Company recognizes all derivatives as either assets or liabilities in the statement of financial position and measures those instruments at fair value. Changes in the fair value of those instruments will be reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. The accounting for gains and losses associated with changes in the fair value of derivatives and the effect on the consolidated financial statements will depend on the derivatives’ hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair values of cash flows of the asset or liability hedged.

      In 2004, the Company entered into foreign currency forward contracts to protect the Company from fluctuations in exchange rates. At December 31, 2004, the Company had realized and unrealized gain of $168 and $3,953, respectively, on its foreign forward contracts. In 2003, hedge accounting has not been applied as the foreign currency forward contracts entered into do not qualify as hedges. Gains and losses on these contracts have been recorded as foreign currency gains or losses.

     (k) Marketable Securities

      Marketable securities at December 31, 2003 and 2004 consist of corporate debt securities denominated principally in U.S. dollars and classified as available-for-sale. The Company classifies its securities in one of three categories: trading, available-for-sale, or held-to-maturity. Trading securities are bought and held principally for the purpose of selling them in the near term. Held-to-maturity securities are those securities in which the Company has the ability and intent to hold the security until maturity. All securities not included in trading or held-to-maturity are classified as available-for-sale.

      Trading and available-for-sale securities are recorded at fair value. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Unrealized holding gains and losses on trading securities are included in earnings. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a separate component of other comprehensive loss until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis.

      A decline in the market value of individual available-for-sale or held-to-maturity securities below cost that is deemed to be other than temporary results in a reduction in its carrying amount to fair value, with the impairment charged to earnings and a new cost basis for the security being established. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity or available-for-sale security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned.

     (l) Inventories

      Inventories are stated at the lower of standard cost, which approximates actual cost determined on the weighted average basis, or market value. The Company generally does not take ownership of customer supplied semiconductors, and accordingly does not include them as part of the Company’s inventories.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

     (m) Business Combination

      Business combinations have been accounted for using the purchase method accounting. Business combinations which have been accounted for under the purchase method of accounting include the results of operations of the acquired business from the effective date of acquisition. Any excess of the purchase price over estimated fair values of the net assets acquired has been recorded as goodwill.

     (n) Goodwill

      The Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) effective January 1, 2002. Under SFAS 142, goodwill is not amortized, but is tested for impairment. The Company tests goodwill for impairment on an annual basis in the designated quarters for its different reporting units, and whenever circumstances indicate the carrying value of the goodwill may have been impaired. The impairment test is performed by first comparing the fair value of the applicable reporting unit to its carrying value. If the carrying value of the reporting unit exceeds its fair value, the second step of the impairment test is performed to determine the amount of impairment loss, if any. The second step of the test involves the comparison of the implied fair value of the goodwill to its carrying value. If the carrying value of reporting unit goodwill exceeds its implied fair value, an impairment loss is recognized for an amount equal to the excess. The implied fair value of reporting unit is determined in the same manner as the amount of goodwill recognized in a purchase business combination.

      The estimates of fair value of a reporting unit are determined using various valuation techniques with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. In estimating fair values of its reporting units, the Company also use analyst estimates as well as comparable market analyses.

     (o) Intangible assets

      The Company acquires patent rights and technology licenses from other companies for use in its processes. Cost of the technology licenses is amortized over the shorter of the useful life or license period. In addition, intangible assets acquired in business combinations accounted for under the purchase method of accounting are recorded at fair value on the Company’s consolidated balance sheet at the date of acquisition. In connection with the merger with ChipPAC, the costs of intangible assets acquired comprising tradenames, technology, intellectual property and customer relationships, software and licenses, were recorded based on the fair values of those intangible assets on August 4, 2004, determined by independent appraisals.

      Intangible assets are stated at cost less accumulated amortization. Amortization is calculated on the straight-line method over the following periods:

Tradenames	7 years
Technology and intellectual property	10 years
Customer relationships	2 years
Software and licenses	3 to 5  years

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

     (p) Property, Plant and Equipment

      Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the following periods:

Land use rights	50 to 99  years
Building, mechanical and electrical installation	3 to 25 years
Equipment	2 to 8 years

      No depreciation is provided on property, plant and equipment under installation or construction and freehold land. Repairs and replacements of a routine nature are expensed, while those that extend the life of an asset are capitalized.

      Plant and equipment under capital leases are stated at the present value of minimum lease payments and are amortized straight-line over the estimated useful life of the assets.

      The Company adopted SFAS No. 143, “Accounting For Asset Retirement Obligations,” (“SFAS 143”) on January 1, 2003, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and associated asset retirement costs. This statement applies to legal obligations associated with the retirement of long-lived assets that result from acquisition, construction, development and (or) normal use of asset.

     (q) Long-Lived Assets

      The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Recoverability of a long-lived asset is measured by a comparison of the carrying amount to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If such asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

      For long-lived assets held for sale, the carrying value is measured at the lower of its carrying amount or fair value less cost to sell and depreciation is ceased. Long-lived assets to be abandoned will be considered held and used until it is disposed of.

     (r) Comprehensive Loss

      The Company applies SFAS No. 130, “Reporting Comprehensive Income” with respect to reporting and presentation of comprehensive loss and its components in a full set of financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments and unrealized gain (loss) on available-for-sale marketable securities and hedging instruments, and is presented in the consolidated statements of comprehensive loss.

     (s) Revenue Recognition

      Revenue is derived primarily from wafer probe, packaging and testing of semiconductor integrated circuits. Net revenues represent the invoiced value of services rendered net of returns, trade discounts and allowances, and excluding goods and services tax.

      Revenue is recognized when there is evidence of an arrangement, fees are fixed or determinable, collectibility is reasonably assured, the service has been rendered, the revenue to be recognized is billable under the terms of the arrangement and not contingent upon completion of undelivered services, and, where applicable, delivery has occurred and risk of loss has passed to the customer. Such policies are consistent with the provisions

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

in Securities Exchange Commission’s Staff Accounting Bulletin No. 104 “Revenue Recognition in Financial Statements.”

      The Company’s sales arrangement include probe, packaging or test services sold on a standalone basis, as well as multiple-element arrangements where probe, packaging, test, and in some cases pre-production and post-production services are provided together. Where arrangements provide for multiple elements, elements are either combined into one single unit of accounting or treated as separate units of accounting depending on whether certain specified criteria are met. Revenue is allocated to each unit of accounting based on fair value, determined by reference to prices of services sold on a standalone basis.

      The Company generally does not take ownership of customer supplied semiconductors as these materials are sent to the Company on a consignment basis. Accordingly, the values of the customer supplied materials are neither reflected in revenue nor in cost of revenue.

      Provisions are made for estimates of potential sales returns and discounts allowance for volume purchases and early payments and are recorded as a deduction from gross revenue based upon historical experience and expectations of customers’ ultimate purchase levels and timing of payment. Actual revenues may differ from estimates if future customer purchases or payment timing differ, which may happen as a result of changes in general economic conditions, market demand for the customers’ products, or desire by customers’ interest in achieving payment timing discounts. Actual returns and discounts have not historically been significantly different from estimates. In addition, specific returns and discounts are provided for at the time their existence is known and the amounts are estimable.

      The following sets forth the percentage of net revenues by packaging products group and testing services:

	For the Year Ended
	December 31,
	2002		2003		2004
	%		%		%
Revenue
— packaging — array		14.8		20.6		40.6
— packaging — leaded		34.0		26.9		20.9
— test		51.2		52.5		38.5
Total		100.0		100.0		100.0

      Provisions are made for collectibility of accounts receivable when there is doubt as to the collectibility of individual accounts. Collectibility is assessed based on the age of the balance, the customer’s historical payment history, its current credit-worthiness and current economic trends.

     (t) Grants

      Asset-related government grants consist of grants for the purchase of equipment used for research and development activities. Asset-related grants are presented in the consolidated balance sheet as deferred grants and are credited to income on the straight-line basis over the estimated useful lives of the relevant assets.

      Income-related government grants are subsidies of training and research and development expenses. Income-related grants are credited to income when it becomes probable that expenditures already incurred will constitute qualifying expenditures for purposes of reimbursement under the grants, which is typically substantially concurrent with the expenditures.

      There are no restrictions on transferring technology or manufacturing products developed with government grants.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

     (u) Stock-Based Employee Compensation

      At December 31, 2004, the Company has two stock-based employee compensation plans, which are more fully described in Note 25. The Company measures stock-based employee compensation cost for financial statement purposes in accordance with the intrinsic method of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and its related interpretations, and includes pro forma information in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”) as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Compensation cost is measured as the excess of fair market value of the stock subject to the option at measurement date over the exercise price of the option.

      Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company’s net loss would have been increased to the pro forma amounts indicated below:

		For the Year Ended December 31,
		2002			2003			2004
Net loss as reported		$	(89,319	)	$	(1,716	)	$	(467,723	)
Add: Total stock-based employee compensation expenses included in reported net loss, net of related tax effects			60			97			658
Deduct: Total stock-based employee compensation expenses determined under the fair value method for all awards, net of related tax effects			(9,390	)		(10,496	)		(18,492	)
Pro forma net loss		$	(98,649	)	$	(12,115	)	$	(485,557	)
Basic and diluted net loss per share:
	As reported	$	(0.09	)	$	(0.00	)	$	(0.33	)
	Pro forma	$	(0.10	)	$	(0.01	)	$	(0.34	)
Basic and diluted net loss per ADS:
	As reported	$	(0.90	)	$	(0.02	)	$	(3.27	)
	Pro forma	$	(0.99	)	$	(0.12	)	$	(3.40	)

      The fair value of options granted for the years ended December 31, 2002, 2003 and 2004 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	For the Year Ended December 31,
	2002		2003		2004
Expected lives		5 years		5-10 years		5-10 years
Dividend yield		0.0%		0.0%		0.0%
Risk free interest rate		1.8%-3.0%		2.5%-3.6%		0.8%-4.3%
Expected volatility		52.1%-59.1%		59.7%-67.4%		55.9%-64.9%

     (v) Employee Benefit Plans

      Winstek operates a defined benefit retirement plan for a substantial portion of its employees in Taiwan in accordance with the Labor Standards Law in Taiwan. Pension benefits are generally based on years of service and average salary for the six months prior to the approved retirement date. Winstek contributes 2% of eligible wages and salaries, on a monthly basis, to a pension fund maintained with the Central Trust of China, as required by the Labor Standards Law. At each year end, Winstek actuarially determines pension benefit costs and obligations using the projected unit credit method, and the amounts calculated depend on a variety of assumptions. These

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

assumptions include discount rates, rates for expected returns on plan assets, mortality rates and retirement rates. The funding of the pension plan is determined in accordance with statutory funding requirements. Winstek is obligated to make up any shortfall in the plan’s assets in meeting the benefits accrued to the participating staff. As at December 31, 2004, there is no shortfall in the plan’s assets. Total pension plan expenses for the year ended December 31, 2002, 2003 and 2004 were approximately $24, $46 and $76, respectively. Additional disclosures regarding this pension plan pursuant to SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits” are not considered necessary due to the insignificance of the amounts involved.

      STATS ChipPAC, Inc. and STATS ChipPAC Test Services, Inc. have a 401(k) savings plan where the Company contributes up to 6% of eligible employee compensation at the rate of 50% of employee contributions deferred to the 401(k) plan. The Company’s matching contributions under the 401(k) plan were $186, $258 and $262 for the year ended December 31, 2002, 2003 and 2004, respectively. The matching contributions are accrued monthly and adjusted when the actuals are calculated. The expenses relating to the plan are $15 per person per quarter and are accrued on a monthly basis. Returns of the 401(k) plan from investments in mutual funds are calculated daily by an external administrator who administers the plan.

      ChipPAC, Inc. maintains a 401(k) plan where each participant may contribute up to 15.0% of tax gross compensation (up to a statutory limit). The Company is required to make contributions based on contributions made by employees. The contributions to the 401(k) plan for the period from August 5, 2004 to December 31, 2004 were approximately $58.

      Employees with more than one year of service are entitled to receive a lump-sum payment upon termination of their employment with STATS ChipPAC Korea Ltd. (“STATS ChipPAC Korea”), based on their length of service and rate of pay at the time of termination. Accrued severance benefits are adjusted annually for all eligible employees based on their employment as of balance sheet date. In accordance with the National Pension Act of South Korea, a certain portion of severance benefits has been deposited with the Korean National Pension Fund and deducted from accrued severance benefits. The amount contributed will be refunded to employees from the National Pension Fund upon retirement. The expense for severance benefits for the period from August 5, 2004 to December 31, 2004 were approximately $1,793.

      The Company participates in a number of defined contribution retirement benefit plans in certain countries of operations. Contributions are based on a percentage of each eligible employee’s salary and are expensed as the related salaries are incurred. The Company incurred expenses of approximately $3,009, $4,072 and $7,226 with respect to these retirement plans in the years ended December 31, 2002, 2003 and 2004, respectively.

     (w) Operating Leases

      Rental payments under operating leases are expensed on a straight-line basis over the periods of the respective leases.

     (x) Product Warranties

      The Company guarantees that work performed will be free from any defects in workmanship, materials and manufacture for a period ranging from three to twelve months to meet the stated functionality as agreed to in each sales arrangement. Products are tested against specified functionality requirements prior to delivery, but the Company nevertheless from time to time experiences claims under its warranty guarantees. The Company accrues for estimated warranty costs under those guarantees based upon historical experience, and for specific items at the time their existence is known and the amounts are determinable. Warranty costs incurred in 2002, 2003 and 2004 were insignificant.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

     (y) Research and Development

      Research and development expenses are expensed as incurred.

     (z) Income Taxes

      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for loss carryforwards and other deferred tax assets where it is more likely than not that such loss carryforwards and deferred tax assets will not be realized.

(aa)     Net Loss Per Share

      Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted net loss per share is computed using the weighted average number of common shares outstanding and dilutive potential common shares from the assumed exercise of options outstanding during the period, if any, using the treasury stock method plus other potentially dilutive securities outstanding, such as convertible notes.

      The Company excluded potentially dilutive securities for each period presented from its diluted net loss per share computation because either the exercise price of the securities exceeded the average fair value of the Company’s common stock or the Company had net losses, and therefore these securities were anti-dilutive.

      A summary of the excluded potentially dilutive securities outstanding as of December 31 and the range of related exercise prices follows:

	Year Ended December 31,
	2002		2003		2004
Convertible debt		106,895		172,513		369,235
Stock options		54,275		61,022		131,997

      The conversion price of convertible debt outstanding was S$1.585 to S$3.408 per share (equivalent to approximately $9.26 to $18.71 per ADS) as of December 31, 2004. The weighted average exercise prices of options outstanding were $1.65, $1.58, and $1.01 (equivalent to $16.50, $15.80, and $10.10 per ADS) as of December 31, 2002, 2003 and 2004, respectively. The excluded stock options have per share exercise prices ranging from $0.14 to $3.99 (equivalent to $1.40 and $39.90 per ADS) for the years ended December 31, 2002, 2003 and 2004.

(bb)     New Accounting Pronouncements

      In March 2004, the EITF reached a consensus on recognition and measurement guidance previously discussed under EITF Issue No. 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. The consensus clarifies the meaning of other-than-temporary impairment and its application to investments in debt and equity securities, in particular investments within the scope of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and investments accounted for under the cost method. This consensus is to be applied to other-than-temporary impairment evaluations in reporting periods beginning after June 15, 2004. The application of this consensus does not have a material impact on the consolidated results of operations as the Company’s current policies are consistent with the consensus.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      In April 2004, the EITF issued Statement No. 03-06, “Participating Securities and the Two — Class Method Under FASB Statement No. 128, Earnings Per Share” (“EITF 03-06”). EITF 03-06 addresses a number of questions regarding the computation of earnings per share by companies that have issued securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the company when, and if, it declares dividends on its common stock. The issue also provides further guidance in applying the two class method of calculating earnings per share, clarifying what constitutes a participating security and how to apply the two-class method of computing earnings per share once it is determined that a security is participating, including how to allocate undistributed earnings to such a security. EITF 03-06 became effective during the second quarter of fiscal 2004, the adoption of which did not have an impact on the calculation of earnings per share.

      In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4” (“SFAS 151”) SFAS 151 requires certain abnormal expenditures to be recognized as expenses in the current period. It also requires that the amount of fixed production overhead allocated to inventory be based on the normal capacity of the production facilities. The standard is effective for the fiscal year beginning January 1, 2006. It is not expected that SFAS 151 will have a material effect on the Company’s consolidated financial statements.

      In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”). This statement revises SFAS No. 123, “Accounting for Stock-Based Compensation,” amends SFAS No. 95, “Statement of Cash Flows,“and supersedes APB No. 25, “Accounting for Stock Issued to Employees.” SFAS 123(R) requires companies to apply a fair-value based measurement method in accounting for share-based payment transactions with employees and to record compensation expense for all stock awards granted, and to awards modified, repurchased or cancelled after the required effective date. In addition, the Company is required to record compensation expense (as previous awards continue to vest) for the unvested portion of previously granted awards that remain outstanding at the date of adoption. SFAS 123(R) will be effective for quarterly periods beginning after June 15, 2005, which is the Company’s third quarter of fiscal 2005. The Company is currently evaluating the impact from this standard on its results of operations and financial position.

      In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29” (“SFAS 153”) effective for nonmonetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS 153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS 153 is not expected to have a material effect on the Company’s consolidated financial statements.

2. Related Party Transactions

      As of December 31, 2004, Temasek, through its wholly-owned subsidiary, Singapore Technologies Semiconductors Pte Ltd, beneficially owns approximately 37% of our outstanding ordinary shares. Singapore Technologies Pte Ltd (“STPL”), a wholly-owned subsidiary of Temasek, was the holding company of Singapore Technologies Semiconductors Pte Ltd prior to a restructuring completed on December 31, 2004 pursuant to which all the assets of Singapore Technologies Pte Ltd were transferred to Temasek.

      Temasek is the principal holding company through which corporate investments of the Government of Singapore are held. Companies within the Temasek group, including Chartered Semiconductor Manufacturing Ltd (“Chartered”), engage in transactions with the Company in the normal course of their respective businesses. These transactions, such as for gas, water, electricity, facilities management and telecommunications services, are on customary terms and conditions no different from those with third parties.

      The Company’s operations in Singapore are conducted in a building constructed on land held on a long-term operating lease from a statutory board of the Government of Singapore. The lease is for a 30-year period

F-18

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

commencing March 1, 1996 and is renewable for a further 30 years subject to the fulfillment of certain conditions.

      STPL provides management and corporate services to the Company. Under a service agreement effective January 1, 2000, annual management fees are payable for the provision of specified services on mutually agreed terms which the Company believes approximates the cost of providing those services. The fees are subject to review by the parties every three years. The service fee expense amounted to $1,084, $1,086 and $1,146 for 2002, 2003 and 2004, respectively. The service agreement was terminated on December 31, 2004.

      The Company has contracts with Chartered to provide wafer sort, packaging and test services and priority usage of the Company’s testers in return for minimum loads and orders. Net revenues earned from Chartered for 2002, 2003 and 2004 were $10,982, $13,940 and $18,537, respectively.

      Mr. Tan Bock Seng served as Chief Executive Officer of the Company from May 18, 1998 to January 7, 2002. Effective January 8, 2002, the Company appointed Mr. Tan Bock Seng as advisor to their Board of Directors. In August 2002, Mr. Tan Bock Seng terminated the advisory agreement between him and the Company. In recognition of his past services, STPL made a payment of $1,023 to Mr. Tan Bock Seng. The Company accounted for the payment as compensation expense in the income statement and as additional paid-in capital within shareholders’ equity as the payment did not involve any cash outlay by the Company.

      The Company participated in a cash management program managed by a bank for the former STPL group (“STPL pooled cash”). Under the program, cash balances are pooled and daily cash surpluses or shortfalls of the Company within the pool earn or bear interest at prevailing interest rates. This arrangement was terminated as of November 30, 2004. In the past, the Company had placed surplus cash as short-term deposits with ST Treasury Services Ltd (“STPL treasury deposits”), a wholly-owned subsidiary of Temasek, but the Company had ceased to do so since October 1, 2004. Interest income under this arrangement for 2002, 2003 and 2004 amounted to $2,170, $1,286 and $255, respectively.

      Certain general and administrative expenses of a wholly-owned subsidiary, STATS ChipPAC, Inc., were borne by and recharged to the Company by Chartered. These expenses amounted to $124 for 2002. There were no such expenses in 2003 and 2004.

      As of December 31, 2003 and 2004, there were the following amounts owing by (to) affiliates:

		December 31,
		2003			2004
Amounts due from affiliates
	Accounts receivable, net of allowance for sales returns	$	7,050		$	2,623
Amounts due to affiliates
	Other payables	$	(1,122	)	$	—
	Accounts payable		(714	)		(137	)
		$	(1,836	)	$	(137	)

F-19

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

3. Cash and Cash Equivalents

      Cash and cash equivalents consist of the following:

		December 31,
		2003		2004
Cash at banks and on hand		$	2,140	$	37,100
Cash equivalents
	Bank fixed deposits		176,737		152,849
	STPL pooled cash		3,201		—
	STPL treasury deposits		80,202		—
	Premium deposit		5,858		—
	Investment fund		45,025		37,560
		$	313,163	$	227,509

      The premium deposit is a bank fixed deposit which gives enhanced yield. Upon its maturity, the Company redeems the principal and interest either in S$ or US$ depending on the position of the US$ to S$ rate against a pre-determined strike price on a future calculation time and date.

4.     Marketable Securities

      Marketable securities consist of the following:

	December 31,
	2003									2004
			Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Available-for-sale corporate debt securities	$	35,389	$	69	$	(1,001	)	$	34,457	$	20,961	$	—	$	(780	)	$	20,181

      Maturities of available-for-sale debt securities are as follows (at fair value):

	December 31,
	2003		2004
Corporate debt securities:
Due in one year or less	$	11,144	$	2,060
Due after one year through five years		23,313		18,121
	$	34,457	$	20,181

      Gross realized gains and losses in 2002 were $149 and $24, respectively. Gross realized gains and losses in 2003 were $5,062 and $22, respectively. Gross realized gains and losses in 2004 were $86 and $623, respectively. Proceeds from the sales or maturities of available-for-sale marketable securities during 2002, 2003 and 2004 were $113,806, $83,319 and $177,184, respectively.

F-20

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

5.     Accounts Receivable

      Accounts receivable consists of the following:

	December 31,
	2003			2004
Accounts receivable — third parties	$	81,261		$	151,549
Allowance for sales returns		(1,362	)		(1,899	)
	$	79,899		$	149,650

      Movements in the allowance for sales returns are as follows:

	2002			2003			2004
Beginning	$	784		$	1,625		$	1,362
Utilized during the year		(36	)		(1,102	)		(4,511	)
Charged during the year		877			839			5,048
Ending	$	1,625		$	1,362		$	1,899

6.     Other Receivables

      Other receivables consist of the following:

	December 31,
	2003		2004
Deposits and staff advances	$	405	$	580
Grants receivable		722		1,322
Forward contract receivable		—		3,785
Taxes receivable		—		9,492
Other receivables		1,646		1,634
	$	2,773	$	16,813

7.     Inventories

      Inventories consist of the following:

	December 31,
	2003		2004
Raw materials	$	14,704	$	42,267
Work-in-progress		5,092		11,472
Finished goods		43		951
	$	19,839	$	54,690

F-21

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

8.     Prepaid Expenses and Other Assets

      Prepaid expenses and other current assets consist of the following:

	December 31,
	2003		2004
Leasing prepayments	$	10,950	$	27,137
Other prepayments and assets		1,030		4,004
Deferred income tax assets		1,203		2,422
Loans to vendors		900		4,879
Fixed deposits pledge for bank loans		780		394
	$	14,863	$	38,836

      Prepaid expenses and other non-current assets consist of the following:

	December 31,
	2003		2004
Leasing prepayments	$	6,283	$	7,071
Deferred income tax assets		22,471		33,992
Fixed deposits pledged for bank loans		3,732		727
Other deposits		—		5,225
Loans to vendors		4,100		13,771
Debt issuance cost, net of accumulated amortization of $2,036 and $3,481		6,154		10,677
Others		786		4,706
	$	43,526	$	76,169

      Leasing prepayments represent prepayments of lease rental obligations for certain plant and machinery leased under sale and lease-back arrangements. In the year ended December 31, 2002, the Company recorded impairment charge of $764. The impairment charge resulted from testers no longer being used. As the tester platforms had no expected future use, the prepaid leases for these testers were written-off.

      Included in current and non-current loan to vendors are amounts of $5,000 and $15,000 extended by the Company in June 2003 and January 2004, respectively, to a vendor to secure a specified minimum quantity of substrates up to December 2008. The loans are interest-free and are collateralized by equipment purchased by the loan monies, mortgage on the factory of the vendor and 2,400 shares of the vendor. The loans of $5,000 and $15,000 are repayable by quarterly installments of $450 and $882 up to June 2007 and December 2008, respectively. During the year ended December 31, 2004, $1,350 was repaid.

F-22

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

9.     Property, Plant and Equipment

      Property, plant and equipment consist of the following:

			December 31,
			2003		2004
Cost:
	Freehold land		$	5,760	$	6,147
	Land and land use rights			—		19,864
	Buildings, mechanical and electrical installation			70,661		164,083
	Equipment			805,830		1,404,959
		Total cost	$	882,251	$	1,595,053
		Total accumulated depreciation	$	408,118	$	559,250
Property, plant and equipment, net			$	474,133	$	1,035,803

      Depreciation charged to results of operations, including depreciation related to assets under capital leases, amounted to $105,712 (excluding asset impairment charges of $14,666), $119,938 and $163,975 for the years ended December 31, 2002, 2003 and 2004, respectively.

      In the third quarter of fiscal 2004, following the consummation of the merger, the Company adopted ChipPAC’s policy to depreciate equipment and machinery on a straight-line basis over 8 years, from 5 years previously. The impact of this change is depreciation savings of $23,373 for year ended December 31, 2004. The change resulted in an increase in net income of $19,698, net of tax effects of $3,675. This will also result in a decrease in loss per share and ADS by $0.01 and $0.14, respectively for the year ended December 31, 2004.

      Due to the continuing softness in the demand for test services, the Company recorded asset impairment charges in operating expenses totaling $14,666 in 2002. These charges included a write down of machinery and equipment held for sale of $3,568 and a write down of machinery and equipment held for use of $11,098 to reflect their estimated fair value. In determining the fair value of machinery and equipment held for sale and held for use, the Company considered recent offers and expected future cash flows. The carrying amount of the machinery and equipment held for sale was $nil. The machinery and equipment held for sale were not used in operations and the Company has disposed of them in 2003.

      The Company routinely reviews the remaining estimated useful lives of their equipment and machinery to determine if such lives should be adjusted due to the likelihood of technological obsolescence arising from changes in production techniques or in market demand for the use of its equipment and machinery. However, due to the nature of the testing operations, which may include sudden changes in demand in the end markets, and due to the fact that certain equipment is dedicated to specific customers, the Company may not be able to accurately anticipate declines in the utility of its machinery and equipment.

      Land use rights represent payments to secure, on a fully-paid up basis, the use of properties where the Company’s facilities are located in Shanghai, China and Kuala Lumpur, Malaysia for a period of 50 and 99 years, respectively. The land use rights expire in the year 2044 for Shanghai, China and in the year 2086 for Kuala Lumpur, Malaysia. The Company’s Singapore facilities are located in a building constructed on land held on a 30-year operating lease which is renewable for a further 30-year period subject to the fulfillment of certain conditions. The facilities in Hsin-Chu Hsien, Taiwan are located on a freehold land.

F-23

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      Included in property, plant and equipment are equipments acquired under capital lease at a cost of $17,051 and $31,889 as of December 31, 2003 and 2004, respectively. The accumulated depreciation for these leased assets for the year ended December 31, 2003 and 2004 amounted to $6,408 and $7,317, respectively.

10.     Intangible Assets

      Intangible assets consist of the following:

	December 31, 2003							December 31, 2004
	Gross		Accumulated			Net		Gross		Accumulated
	Assets		Amortization			Assets		Assets		Amortization			Net Assets
Tradenames	$	—	$	—		$	—	$	7,700	$	(458	)	$	7,242
Technology and intellectual property		—		—			—		32,000		(1,333	)		30,667
Customer relationships		—		—			—		99,300		(20,688	)		78,612
Software and licenses		3,582		(1,642	)		1,940		13,180		(3,871	)		9,309
	$	3,582	$	(1,642	)	$	1,940	$	152,180	$	(26,350	)	$	125,830

      Amortization expense for intangible assets is summarized as follows:

	For the Year Ended
	December 31,
	2002		2003		2004
Tradenames	$	—	$	—	$	458
Technology and intellectual property		—		—		1,333
Customer relationships		—		—		20,688
Software and licenses		606		512		2,229
	$	606	$	512	$	24,708

      Intangible assets are being amortized over estimated useful lives of two to ten years. Estimated future amortization expense is summarized as follows:

2005	$	57,457
2006		35,734
2007		6,059
2008		4,893
2009		4,631
Thereafter		17,056
Total	$	125,830

F-24

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

11.     Goodwill

      The changes in the carrying value of goodwill for the year ended December 31, 2004 are as follows:

	December 31,
	2003		2004
Beginning	$	1,321	$	2,209
Goodwill related to acquisitions		888		974,389
Impairment charges		—		(453,000	)
Ending	$	2,209	$	523,598

      As of December 31, 2003, the Company had goodwill of $2,209 related to the acquisition of Winstek. As a result of the acquisition of ChipPAC, Inc. in August 2004, the Company recorded additional goodwill of $974,389, inclusive of purchase adjustments of $4,880 in the fourth quarter of 2004 related primarily to equipment and deferred taxes valuation. Pursuant to business combination accounting rules, the goodwill associated with the acquisition of ChipPAC was recorded based on share prices at the time the merger was announced.

      The Company performed its annual test for impairment of goodwill related to ChipPAC during the fourth quarter of 2004. Goodwill was allocated to reporting units associated with the Company’s acquisitions. The test completed in the fourth quarter of 2004 indicated that the reported book value of the ChipPAC reporting units exceeded its fair value, as determined by independent appraiser using a combination of discounted cash flows and market multiples methodologies.

      The Company believes that the decline in the fair values of the ChipPAC reporting units are due primarily to:-

      (a) longer than expected slow-down in the industry beginning late 2004 as customers corrected excess inventory position. This reduction in demand, coupled with the competitive pressures in the testing and packaging business had affected the short-term earnings expectation of the Company; and

      (b) a revision of the industry outlook beyond 2005 as compared to the time the merger was announced.

      The Company compared the fair values of the ChipPAC reporting units to the fair values of their tangible and identifiable intangible net assets for purposes of determining the implied fair value of goodwill as of December 31, 2004. Upon completion of the assessment, the Company recorded a non-cash impairment charge of $453,000 to reduce the carrying value of goodwill related to the acquisition of ChipPAC to its estimated fair value of $521,389.

12.     Business Combination

      On August 5, 2004, STATS and ChipPAC consummated the previously announced merger which resulted in ChipPAC becoming a wholly-owned subsidiary of STATS. The transaction has been accounted for using the purchase method. ChipPAC is a full portfolio provider of semiconductor packaging, design, assembly, test and distribution services. By combining the testing expertise of STATS with the packaging expertise of ChipPAC, STATS ChipPAC offers its global customers one of the broadest portfolios of comprehensive end-to-end packaging and test services in the semiconductor industry.

      The number of STATS ChipPAC ADSs issued pursuant to the merger was 86,190,753, determined based upon the exchange ratio of 0.87 STATS ADSs for each share of ChipPAC Class A common stock and the number of outstanding shares of ChipPAC Class A common stock as of August 5, 2004. The average market price per

F-25

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

STATS ADS of $12.402 is based upon an average of the closing prices for a range of trading days (February 8 through 12, 2004) around February 10, 2004, the date on which the merger was announced.

      The fair values of STATS substitute options, both vested and unvested, were determined using a Black-Scholes valuation model with the following assumptions: no dividend yield, an expected volatility of 62.47%, and a risk-free interest rate of 3.12%. The model assumed an expected life of five to seven years for vested and unvested options.

      The number of STATS ChipPAC ordinary shares that are subject to STATS substitute options in connection with the merger is 76,492,951, based upon the total number of shares of ChipPAC Class A common stock subject to outstanding ChipPAC options as of August 5, 2004, at an exercise price range of $0.15 to $1.47 per STATS ChipPAC ordinary share.

      Based on the above, the estimated total purchase price of the ChipPAC acquisition is as follows (in thousands):

Value of STATS ChipPAC ADSs issued	$	1,068,955
Value of STATS substitute options		74,548
Total value of STATS securities		1,143,503
Estimated direct transaction costs		9,369
Total estimated purchase price	$	1,152,872

      Under the purchase method of accounting, the total estimated purchase price as shown in the table above is allocated to ChipPAC’s net tangible and identifiable intangible assets based on their estimated fair values as at merger date. In determining the price allocation, management considered, among other factors, its intention for use of acquired assets as well as historical demand and estimates of future demand for ChipPAC’s products and services. Based on these assumptions, the estimated purchase price is allocated as follows (in thousands):

Current and other assets		$	170,332
Property, plant and equipment			447,568
Current liabilities			(161,203	)
Long-term debts			(375,519	)
Other long-term liabilities			(51,924	)
	Net assets		29,254
Amortizable intangible assets:
	Tradenames		7,700
	Technology and intellectual property		32,000
	Customer relationships		99,300
	Software and licenses		8,218
Unearned compensation on unvested options			2,011
Goodwill			974,389
		$	1,152,872

      Of the total estimated purchase price, an estimate of $29,254 has been allocated to net assets assumed and $147,218 has been allocated to amortizable identifiable intangible assets acquired. The final allocation of purchase price is subject to adjustments for a period not to exceed one year from the consummation date (the allocation period) in accordance with SFAS No. 141, “Business Combinations” (“SFAS 141”) and EITF

F-26

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

No. 95-3, “Recognition of Liabilities in connection with a Purchase Business Combination.” The allocation period is intended to differentiate between amounts that are determined as a result of the identification and valuation process required by SFAS 141 for all assets acquired and liabilities assumed and amounts that are determined as a result of information that was not previously obtained being obtained.

      The fair value of tangible assets was estimated primarily based on the cost and sales comparison approaches. In applying the cost approach, the replacement or reproduction cost estimates for the buildings, machinery and other equipment were based on indexed original costs or manufacturer reported replacement costs. Original historical cost data was segregated by appraisal class and year of acquisition, and indexed to estimated reproduction cost. Inflation trend factors were derived using indices from nationally recognized indexes. Replacement or reproduction costs were reduced by depreciation factors that reflect the estimated physical deterioration and functional obsolescence of assets. The sales comparison approach was used for tangible assets that have an active resale market. Similar assets recently sold or offered for sale were analyzed and their prices adjusted to reflect the difference between the comparable asset and the asset and the conditions of the sale to estimate the value of the acquired assets.

      The fair value assigned to intangible assets was estimated by discounting the estimated future cash flows of the intangibles assets to their present value. The cash flow estimates used for technology and intellectual property were based on estimates of product revenue and appropriate royalty rates (based on an analysis of rates for similar technologies and forecast product margins). The cash flow estimates used for customer relationships were based on estimates of revenue attributed to the current customers and the programs they have been qualified on as well as the profitability attributed to each. The rate used to discount these net cash flows was determined after consideration of market returns on debt and equity capital, the weighted average return on invested capital, the nature of each asset and the risk associated with achieving the forecast.

      The Company expects to amortize the fair value of the ChipPAC tradename on a straight-line basis over an estimated life of seven years.

      Technology and intellectual property relates to ChipPAC’s technology for ball grid array, lead-frame and chip scale package. The Company expects to amortize the fair value of these assets on a straight-line basis over an average estimated life of ten years.

      Customer relationships represent those customers with which ChipPAC has current sales relationships. The Company expects to amortize the fair value of these assets on a straight-line basis over an average estimated life of two years.

      The Company recorded $2,011 of unearned compensation on unvested options, in accordance with FASB Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation.” This amount represents the intrinsic value of stock options assumed that is earned as the employees provide services over the next four years.

      Of the total estimated purchase price, $974,389 has been allocated to goodwill. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill and intangible assets with indefinite lives resulting from business combinations completed subsequent to June 30, 2001 will not be amortized but instead will be tested for impairment at least annually or more frequently if certain indicators are present.

      The following unaudited pro forma financial information presents a summary of the results of operations of the Company assuming the merger was consummated on January 1, 2003 or 2004. The unaudited pro forma financial information is not necessarily indicative of the operating results or financial position that would have

F-27

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

occurred if the merger had been consummated on January 1, 2003 or 2004, nor is it necessarily indicative of future operating results or financial position of the Company.

	For the Year Ended
	December 31,
	2003			2004
Revenues	$	809,880		$	1,084,165
Net loss		(75,154	)		(484,695	)
Net loss per ordinary share:
Basic and diluted	$	(0.04	)	$	(0.25	)
Net loss per ADS:
Basic and diluted	$	(0.41	)	$	(2.52	)

      The unaudited proforma financial information above includes the following material, non-recurring charges: impairment of goodwill of $453,000 and merger related expenses of $5,399 for the year ended December 31, 2004.

13.     Accrued Operating Expenses

      Accrued operating expenses consist of the following:

	December 31,
	2003		2004
Staff costs	$	5,384	$	22,609
Purchase of raw materials		18,293		12,789
Maintenance fees, license fees and royalties		1,237		2,832
Interest expense		1,001		3,060
Provision for vacation liability		2,610		3,511
Others		12,136		19,098
	$	40,661	$	63,899

14.     Income Taxes

      Income (loss) before income taxes consists of the following:

	For the Year Ended December 31,
	2002			2003			2004
Singapore	$	(91,852	)	$	(122	)	$	6,674
Foreign		(4,116	)		650			(462,675	)
	$	(95,968	)	$	528		$	(456,001	)

F-28

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      Income tax benefit (expense) consists of the following:

		For the Year Ended December 31,
		2002			2003			2004
Current:
	Singapore	$	(850	)	$	(1,706	)	$	7,283
	Foreign		(176	)		(225	)		(172	)
		$	(1,026	)	$	(1,931	)	$	7,111
Deferred:
	Singapore	$	8,661		$	741		$	(9,145	)
	Foreign		(472	)		485			(5,860	)
		$	8,189		$	1,226		$	(15,005	)
		$	7,163		$	(705	)	$	(7,894	)

      The Company was previously granted pioneer status under the Singapore Economic Expansion Incentives (Relief from Income Tax) Act, Chapter 86, for “Subcontract Assembly And Testing Of Integrated Circuits Including Wafer Probing Services”. In December 2003, an application was submitted to the Singapore Economic Development Board (“EDB”) to revoke the Company’s pioneer status granted from January 1, 1996 to December 31, 2003. The Company’s pioneer trade was in an adjusted tax loss position due to the substantial amount of capital allowances claimed arising from capital expenditure on its plant and machinery and trade losses in certain years. As a result, the Company has not enjoyed any tax exemption in respect of its income arising from the pioneer activities. On the other hand, the Company has paid taxes in respect of its interest and rental income as losses arising from the pioneer trade cannot be set-off against the non-qualifying income during the pioneer incentive period due to the application of the law in respect of the pioneer incentive. In September 2004, the application of for the revocation was approved by EDB. Accordingly, the Company expects to receive a refund of taxes amounting to approximately $5,039 paid previously on interest and rental income as the unutilized tax losses and capital allowances arising from the trading activities would then be allowed to set-off against the income derived in previous years. The Company is in the process of working with the EDB for a new tax incentive for its Singapore operations.

F-29

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      A reconciliation of the expected tax expense (benefit) at the statutory rate of tax to actual tax expense (benefit) is as follows:

	For the Year Ended December 31,
	2002			2003			2004
Income tax expense (benefit) computed at Singapore statutory rate of 20.0% (2003: 22.0%, 2002: 22.0%)	$	(21,113	)	$	116		$	(91,200	)
Non-deductible expenses including goodwill impairment charges		318			175			91,488
Non-taxable income		(308	)		(253	)		(1,212	)
Differences in tax rates		(692	)		(121	)		6,898
Effect of recognizing deferred tax assets at post-pioneer concessionary tax rate and tax credits		10,393			(5,781	)		(13,199	)
Change in valuation allowance		2,292			6,383			12,722
Benefit of tax status change		—			—			(935	)
Taxable foreign exchange adjustment		—			—			2,639
All other items, net		1,947			186			693
Income tax expense (benefit)	$	(7,163	)	$	705		$	7,894

      The pioneer status relief had the effect of increasing diluted net loss per ordinary share by $0.01 and diluted net loss per ADS by $0.10 for the years ended December 31, 2002, but decreasing diluted net loss per ordinary share by $0.01 and diluted net loss per ADS by $0.06 for the year ended December 31, 2003. The pioneer status relief was revoked in September 2004.

      Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating loss, unutilized capital allowance and investment tax credit carryforwards. The tax effect of

F-30

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

significant items comprising the Company’s deferred income tax assets and liabilities at December 31, 2003 and 2004 are as follows:

		December 31,
		2003			2004
Deferred income tax assets:
	Operating loss carryforwards	$	4,574		$	29,372
	Investment tax credits		9,133			45,656
	Property, plant and equipment		25,708			18,276
	Other		592			67
			40,007			99,371
Valuation allowance:			(8,675	)		(56,957	)
		$	31,332		$	36,414
Deferred income tax liabilities:
	Unrealized tax credits	$	3,250		$	—
	Property, plant and equipment		7,658			17,855
	Allowances and reserves		—			12,764
			10,908			30,619
Net deferred income tax assets		$	20,424		$	5,795

      During the year ended December 31, 2004, as part of our acquisition of ChipPAC, we acquired approximately $103,351 of net operating loss carryforwards and $32,185 of tax credit carryforwards that were recognised as deferred tax assets upon acquisition. We established a valuation allowance of $40,807 against all of the net operating loss carryforwards and a portion of the Korean tax credit carryforwards. If utilized, these attributes will be treated as a reduction in acquired goodwill. As of December 31, 2004, $5,916 of the Korean tax credit carryforwards were utilized.

      The deferred tax assets as of December 31, 2004 arose principally as a result of the deferred tax benefit associated with tax loss carryforwards and investment tax credits. The Company recorded a valuation allowance of $8,675 and $56,957 as of December 31, 2003 and 2004, respectively, which represents an increase of $6,383 and $48,282 in 2003 and 2004, respectively, to reduce the assets to the amounts that the Company deemed, more likely than not, that the deferred tax asset will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, the Company establish a partial valuation allowance against its gross deferred tax assets to reduce the assets to the amount the Company deemed, more likely than not, to be recoverable.

      As at December 31, 2004, the Company had approximately $119,912 of tax loss carryforwards available to offset against future taxable income which will expire in varying amounts from 2006 to 2024.

F-31

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      Winstek has investment tax credit carryforwards of approximately $2,190, $2,712, $5,839 and $3,593, which expire in 2005, 2006, 2007 and 2008, respectively. The foreign investment tax credit carryforwards can be used to offset income tax payable in future years. The offsetting amount is limited to 50% of the offsetting year’s income tax payable. The last year of expiry for the tax credit carryforwards is, however, not subject to the 50% limitation. STATS ChipPAC Korea has investment tax credits and research and development credits of approximately $27,964 and $3,328, respectively. The Company has established a partial allowance against the credits of approximately $22,048 to the extent that the Company deemed, more likely than not, to be realized. The credits will expire in varying amounts from 2005 through 2009.

15.     Short-Term Borrowings

      The short-term borrowings relate to the line of credit with Cho Hung Bank, with credit limit of $25,000. The line of credit bore interest at rates ranging from 2.1% to 3.3% during the year 2004. The line of credit is subject to annual review of Cho Hung Bank for the continued use of the facility. The Company had no short-term borrowings as of December 31, 2003.

16.     Capital Leases

      Future minimum lease payments under capital leases for equipment and machinery are as follows:

		2004
Payable in year ending December 31, 2005		$	8,245
	2006		7,428
	2007		3,730
	2008		—
	Thereafter		—
Total minimum obligations			19,403
Less amounts representing interest at rates ranging from 4.4% to 7.1% per annum			(1,045	)
Present value of minimum obligations			18,358
Current installments of obligations under capital leases			(7,587	)
Obligations under capital leases, excluding current Installments		$	10,771

      All leasing arrangements are for testers with 1 or 4-year terms. At the end of the lease term, the Company may choose to terminate, renew the lease or purchase the equipment at fair market value.

F-32

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

17.     Long-term debt

      Long-term debt consists of the following:

	December 31,
	2003			2004
1.75% coupon senior fixed-rate convertible notes	$	200,000		$	183,500
0% coupon senior fixed-rate convertible notes		115,000			115,000
2.5% convertible subordinated notes		—			150,000
8% convertible subordinated notes		—			50,000
6.75% senior notes		—			215,000
Taiwan dollar loans at floating rates		35,540			51,951
Taiwan dollar loans and commercial papers at fixed rates		2,711			8,342
Accrued yield-to-maturity interest on notes		12,379			22,789
		365,630			796,582
Less current amounts		(6,841	)		(154,407	)
	$	358,789		$	642,175

      In March, 2002, the Company issued $200,000 of senior unsecured and unsubordinated convertible notes due March 18, 2007 for net proceeds of $195,032. The convertible notes bear interest at the rate of 1.75% per annum and have a yield to maturity of 4.91%. At the maturity date, the Company will pay to the note holders 117.665% of the principal amount. The notes can be converted into the Company’s ordinary shares or, subject to certain limitations, ADSs, each of which currently represents ten ordinary shares, at a conversion price of S$3.408 per ordinary share (at a fixed exchange rate of US$1.00 = S$1.8215). The conversion price may be subject to adjustments for certain events. The Company may elect to satisfy its obligations to deliver ordinary shares or ADSs through delivery of cash in accordance with the terms of the notes. The Company may redeem all or a portion of the convertible notes at any time on or after March 18, 2004 at a price to yield of 4.91% per annum to the redemption date if the Company’s shares or ADSs trade at or above 125% of the conversion price for a period of 20 trading days in any 30 consecutive trading day period. In December 2004, the Company repurchased $16,500 aggregate principal of these convertible notes for $18,150 and recorded loss of $266. On January 11, 2005, the Company repurchased a further $26,080 aggregate principal amount of these convertible notes for $28,796. The note holders may require the Company to repurchase all or a portion of their notes on March 18, 2005 at a price equal to 110.081% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest accrued to the date of redemption. In addition, upon the occurrence of certain repayment events, including a change in control, on or prior to March 18, 2007, each note holder may require the Company to repurchase all or a portion of such holder’s notes at a price to yield 4.91% per year to the redemption date. Subsequent to December 31, 2004, pursuant to the indenture governing these convertible notes, the Company received demands for redemption of $125,420 aggregate principal amount of these convertible notes from the note holders. The Company intends to finance the redemption from cash and lines of credit. As at December 31, 2004, the loan amounts subject to redemption were classified as current liabilities.

      On November 7, 2003, the Company issued $115,000 of senior unsecured and unsubordinated convertible notes due November 7, 2008, for net proceeds of $112,345. The convertible notes have a yield to maturity of 4.25%. At the maturity date, the Company will pay to the note holders 123.4% of the principal amount, comprising principal and redemption interest. The notes can be converted into the Company’s ordinary shares or, subject to certain limitations, ADSs, each of which currently represents ten ordinary shares, at an initial conversion price of S$3.05 per ordinary share (equivalent to an initial number of 570.5902 ordinary shares per

F-33

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

$1,000 principal amount of convertible notes, based on a fixed exchange rate of US$1.00 = S$1.7403). The conversion price may be subject to adjustments for certain events. The Company may elect to satisfy its obligations to deliver ordinary shares or ADSs through delivery of cash in accordance with the terms of the notes. The Company may redeem all or a portion of the convertible notes at any time on or after November 7, 2006 at a price to yield of 4.25% per annum to the redemption date if the Company’s shares or ADSs trade at or above 130% of the conversion price for a period of 20 trading days in any 30 consecutive trading day period. The note holders may require the Company to repurchase all or a portion of their notes on November 7, 2007 at a price equal to 118.32% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest accrued to the date of redemption. In addition, upon the occurrence of certain repayment events, including a change in control, on or prior to November 7, 2008, each note holder may require the Company to repurchase all or a portion of such holder’s notes at a price to yield of 4.25% per year to the redemption date.

      On August 5, 2004, in connection with the merger of ChipPAC, the Company assumed the outstanding borrowings of ChipPAC. The face value of ChipPAC long-term debts consisted of $165,000 of 12.75% senior subordinated notes due 2009, $50,000 of 8.0% convertible subordinated notes due 2011 and $150,000 of 2.5% convertible subordinated notes due 2008.

      The $165,000 12.75% senior subordinated notes were issued by ChipPAC International Company Limited (“ChipPAC International”), a wholly-owned subsidiary of ChipPAC. These notes were fully and unconditionally guaranteed on a senior subordinated basis by ChipPAC and certain of its subsidiaries. The notes would mature on August 1, 2009, with interest at the rate of 12.75% per annum payable semi-annually on August 1 and February 1 of each year. ChipPAC International may redeem all or a portion of these notes at any time on or after August 1, 2004 at designated redemption prices. On September 3, 2004, ChipPAC International commenced a cash tender offer to repurchase any and all of the outstanding $165,000 principal amount of these notes at a repurchase price of 106.375% of the principal amount thereof plus accrued and unpaid interest. In conjunction with the tender offer, ChipPAC International also solicited consents of holders of these notes to adopt amendments to the indenture governing such notes that would eliminate substantially all of the restrictive covenants and certain events of default in the indenture. On October 7, 2004, the Company completed the tender offer and consent solicitation of any and all of the outstanding notes. ChipPAC International received valid tenders of the notes and deliveries of related consents from holders of approximately 62.1% or $102,500 aggregate principal amount of the notes outstanding. ChipPAC International paid approximately $111,474, including accrued and unpaid interest for the senior subordinated notes validly tendered and related consents validly delivered. In November 2004, the Company repurchased the remaining 37.9%, or $62,500 aggregate principal amount of the senior subordinated notes, as permitted under the indenture governing such notes. The Company recorded a loss of $531 on the repurchase of the notes. The tender offer and repurchase of the 12.75% senior subordinated notes were financed by part of the proceeds from the issuance of new senior unsecured notes below.

      On November 5, 2004, the Company issued $215,000 of senior unsecured notes due November 15, 2011, for net proceeds of $210,458. The senior notes bears interest of 6.75% per annum. At the maturity date, the Company will pay to the note holders 100.0% of the principal amount, comprising principal and redemption interest. Prior to November 15, 2008, the Company may redeem all or a part of the senior notes at any time by paying a “make whole” premium plus accrued and unpaid interest. The Company may redeem all, but not less than all, of these notes at any time in the event of certain changes affecting withholding taxes at 100% of their principal amount plus accrued and unpaid interest. On or after November 15, 2008, the Company may redeem all or a part of these notes at any time at the redemption prices specified under the terms and conditions of the senior notes plus accrued and unpaid interest. In addition, prior to November 15, 2007, the Company may redeem up to 35% of these notes with the net proceeds of certain equity offerings. Upon a change of control, the Company will be required to offer to purchase these notes at 101.0% of their principal amount plus accrued and unpaid interest.

F-34

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      The $50,000 8.0% convertible subordinated notes due 2011 are ChipPAC’s unsecured and subordinated obligations. These convertible notes will mature on June 15, 2011 and bear interest rate of 8.0%. On the maturity date of these convertible notes, ChipPAC will pay to the note holders of these convertible notes 100% of the principal amount. These convertible notes can be converted into the Company’s ADSs at a conversion price of $11.448 per ADS. The conversion price may be subject to adjustments for certain events. ChipPAC may redeem all or a portion of these convertible notes at any time on or after June 15, 2004 at the designated redemption price. Upon the occurrence of specified change in control events, each holder of these convertible notes may require ChipPAC to repurchase all or a portion of such holder’s notes at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the purchase date.

      The $150,000 2.5% convertible subordinated notes due 2008 are ChipPAC’s unsecured and subordinated obligations. These convertible notes will mature on June 1, 2008 and bear interest rate of 2.5% per annum payable. On the maturity date of these convertible notes, ChipPAC will pay to the note holders of these convertible notes 100% of the principal amount. These convertible notes can be convertible into the Company’s ADSs at a conversion price of $9.267 per ADS. The conversion price may be subject to adjustments for certain events. These convertible notes are not redeemable at the option of ChipPAC. Upon the occurrence of specified change in control events, each holder of these notes may require ChipPAC to repurchase all or a portion of such holder’s notes at a purchase price equal to 100% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any. On October 11, 2004, STATS ChipPAC, ChipPAC and the trustee for these convertible notes entered into a second supplemental indenture to provide for an unconditional guarantee of these convertible notes on a subordinated basis by STATS ChipPAC (but not by any of its subsidiaries). On October 18, 2004, ChipPAC commenced a consent solicitation from holders of these convertible notes to amend the indenture governing these convertible notes to replace ChipPAC’s obligation to file with the SEC annual reports and such other information, documents and reports specified in Section 13 and 15(d) of the Exchange Act with an obligation of STATS ChipPAC to file all such reports with the SEC as are applicable to a foreign private issuer. The consent solicitation expired on November 1, 2004. ChipPAC received valid deliveries of consents from holders of approximately $130,500 aggregate principal amount, or 87%, of these convertible notes outstanding. Accordingly, ChipPAC obtained the requisite consents authorizing the adoption of the proposed amendment to the indenture. The consents were accepted and the amendments to the indenture became effective on November 2, 2004.

      In 2002, Winstek entered into three floating rate New Taiwan dollar loans of $1,766, $2,649 and $7,359 with Chiaotung Bank. The interest rates on the loans are revised from time to time by Chiaotung Bank. As at December 31, 2004, the interest rates on the loans were 4.1%, 4.1% and 3.1% per annum, respectively. Interest on all three loans is payable on a monthly basis in New Taiwan dollars. The principal on the $1,766 loan and the $2,649 loan are each repayable in 21 equal quarterly installments commencing March 29, 2004 and May 15, 2004, respectively. The principal on the $7,359 loan is repayable in 10 equal quarterly installments commencing June 27, 2003. As of December 31, 2004, the $1,766 loan is secured by fixed deposit and land pledged to the bank of $3,174, the $2,649 loan is secured by a fixed deposit and building pledged to the bank of $7,298 and the $7,359 loan is secured by a fixed deposit and machinery pledged to the bank of $6,830.

      In 2003, Winstek entered into five floating rate New Taiwan dollar loans of $2,944, $17,663, $1,737, $4,416 and $2,944 with China Development Industrial Bank, Taishin International Bank, First Commercial Bank, Chiaotung Bank and Hsinchu International Bank, respectively. The interest rates on the loans are revised from time to time by the banks. As at December 31, 2004, the interest rates on the loans were 3.0%, 3.5%, 2.7%, 3.1% and 2.9% per annum, respectively. Interest on all five loans is payable on a monthly basis in New Taiwan dollars. The principal on the $2,944 loan is repayable in 15 equal quarterly installments commencing June 24, 2005, and the principal on the $17,663 loan is repayable in 16 equal installments every two months commencing September 26, 2004. The principal on the $1,737 loan is repayable in 16 equal quarterly installments commencing July 25, 2004, the principal on the $4,416 loan is repayable in 13 equal quarterly installments

F-35

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

commencing November 10, 2004, and the principal on the $2,944 loan is repayable in 48 unequal monthly installments commencing January 10, 2004. The loans are secured by property pledged to the bank, comprising land and machinery of $42,026, as of December 31, 2004.

      In 2003, Winstek also obtained a multi-currency credit facility of NT$340.0 million ($10,712) with Chiaotung Bank. The interest rate on a U.S. dollar loan under this facility is the intra-bank interest rate of Chiaotung Bank for U.S. dollars plus 1.0% per annum. All drawdowns have been repaid before December 31, 2004.

      In 2004, Winstek entered into a floating rate New Taiwan dollar term loan facility of NT$1.8 billion ($56,711) with a syndicate of lenders, with Chiaotung Bank as the agent bank. The purpose of the term loan is for the expansion of Winstek’s testing capacity. The loan may also be accessed through letters of credit. The term loan must be fully drawn within 18 months from August 27, 2004, the date of the first drawdown. Winstek must satisfy certain conditions precedent with respect to each drawdown. As of December 31, 2004, Winstek has drawn down NT$378.0 million ($11,918) under the loan, which is repayable in eight equal installments commencing February 27, 2006 and ending on August 27, 2009. The interest rate on the term loan is the rate set by Chunghwa Post Co. Ltd. plus 1.3% per annum. As of December 31, 2004, the interest rate on the loan was 2.9% per annum. Interest on the loan is payable on a monthly basis. The loan is secured by certain machinery purchased with the loan proceeds amounting to $14,779 as of December 31, 2004.

      In 2004, Winstek entered into 2 floating rate New Taiwan dollar loans of $1,794 and $2,627 with Taipei Commercial Bank and IBT Bank, respectively. The interest rates on the loans are revised from time to time by the banks. As of December 31, 2004, the interest rates on the loans were 2.8% and 3.0% per annum, respectively. Interest on the $1,794 and $2,627 loans are repayable on a monthly basis, and the respective principals are repayable in 16 equal quarterly installments. As of December 31, 2004, the $1,794 loan is secured by machinery pledged to the bank of $2,694 and the $2,627 loan is secured by machinery pledged to the bank of $4,081.

      In 2003, Winstek entered into a Taiwan dollar fixed rate loan with Taiwan Life Insurance Company. The loan bears interest at the rate of 3.9% per annum. As at December 31, 2004, the outstanding balance of this loan amounts to $1,885. Interest and principal are repayable in 12 equal quarterly installments commencing December 26, 2003. The loan is secured by plant and machinery pledged to Taiwan Life Insurance Company amounting to $3,382 as of December 31, 2004.

      In 2004, Winstek entered into a Taiwan dollar fixed rate loan with Taiwan Life Insurance Company of $3,303. As of December 31, 2004, the interest rate on the loan is 3.6% per annum. Interest and principal on the loan is repayable in 16 equal quarterly installments. As of December 31, 2004, the loan is secured by machinery pledged to Taiwan Life Insurance Company amounting to $6,306.

      In 2004, two Taiwan dollar fixed rate commercial papers of NT$50.0 million ($1,577) each were issued through Taching Bill Co. (guaranteed by Far East Commercial Bank) and Chung Hsing Bill Co. (guaranteed by Fu-Hua Commercial Bank) for two years, commencing November 12, 2004 and December 24, 2004, respectively. The interest rates on the commercial papers were 1.7% per annum for Taching Bill Co. and 1.7% per annum for Chung Hsing Bill Co. Interest is repayable every two months and principal is repayable on maturity.

      In addition to amounts disclosed above, the Company has deposits of $1,121 pledged as security for bank credit and facility lines available to the Company as of December 31, 2004. As of December 31, 2003, $4,512 deposits were pledged as security.

F-36

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      Annual maturities of long-term debt as of December 31, 2004 are as follows:

Payable in year ending December 31, 2005		$	154,407
	2006		22,248
	2007		75,343
	2008		276,244
	2009		3,340
Thereafter			265,000
		$	796,582

      Substantially all assets of the STATS ChipPAC consolidated group, with the exception of the Winstek and the China non-guarantor entities (comprising STATS ChipPAC Shanghai Co., Ltd. and STATS ChipPAC Test Services Shanghai Co., Ltd.), have been pledged as collateral under the terms of the 6.75% Senior Notes due 2011. The indenture governing the 6.75% senior notes has been fully and unconditionally guaranteed, on an unsecured senior basis, by the parent company and the guaranteeing subsidiaries. See Note 28, Condensed Consolidating Financial Information.

18.     Unutilized Credit Facilities

      In January 2002, the Company established a $306,748 (S$500,000,000) Multicurrency Medium Term Note Program (“MTN Program”). Under the MTN Program, the Company may from time to time issue notes in series or tranches (“Notes”) in Singapore dollars or any other currencies as may be agreed between the dealers of the MTN Program and the Company provided that various terms and conditions are satisfied, including a condition that STPL must hold (either directly or indirectly through any one or more wholly-owned subsidiaries) at least 51% of the Company’s issued share capital. Pursuant to the completion of the merger with ChipPAC, the Company issued ordinary shares to the former shareholders of ChipPAC, as a result of which it no longer satisfy this condition as the shareholdings of STSPL (a wholly-owned subsidiary of STPL) has been diluted below 51%. The Company has not issued any Notes under the MTN Program as of December 31, 2003 and 2004.

      At December 31, 2004, the Company has undrawn banking and credit facilities consisting of long-term loans and bank guarantees (excluding the MTN Program) of $197,472 with financial institutions.

19.     Other Non-Current Liabilities

      Other non-current liabilities consist of the following:

	December 31,
	2003		2004
Deferred grant	$	1,211	$	3,412
Deferred tax liabilities		3,250		30,619
Others		2		16,331
	$	4,463	$	50,362

      The deferred grant refers to a 5-year grant of $13,878 obtained by the Company from the Economic Development Board under its Research Incentive Scheme for Companies in 1997 to acquire equipment to be used in certain research and development projects. The grant, which is a reimbursement of specified costs, has no requirement for repayment. Amounts received for asset-related grant are deferred and recognized in other income over the life of the related asset.

F-37

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

20.     Share Capital

      On November 5, 2003, the Company issued 83,389,375 new ordinary shares of par value S$0.25 each with proceeds of $115 million (net proceeds of $111 million). The 83,389,375 new shares were admitted to the Official List of the Singapore Exchange Securities Trading Limited on November 6, 2003.

      On August 5, 2004, the Company completed the acquisition of ChipPAC. The Company issued 861,907,530 new ordinary shares of par value S$0.25 each and assumed options to purchase 76,492,951 ordinary shares to effect the acquisition.

      As a result of the employees exercising their share options during the years 2002, 2003 and 2004, 2,431,790, 1,115,470 and 5,802,800 ordinary shares were issued, respectively.

      Under Singapore law, all increases in share capital (including rights issues) require prior shareholders’ approval. Singapore law does not provide for the issue of shares of no par value and, except with court approval, prohibits the issue of shares at a discount to par value.

21.     Additional Paid-in Capital

      Additional paid-in capital represents principally the excess of proceeds received from issues of share capital (net of the costs of issue) over the par value of shares issued, which under Singapore law must be credited to the share premium account. The share premium may only be applied in paying up unissued shares to be issued to shareholders, paying up in whole or in part the balance unpaid on shares in issue, in payment of dividends, if such dividends are satisfied by the issue of shares to members of the Company, in writing off preliminary expenses and share and debenture issue expenses and by provision for premiums payable on the redemption of redeemable preferred shares. The Company has not utilized any amounts in the share premium account for the above mentioned purposes.

      As of December 31, 2003 and 2004, the Company’s share premium account amounted to $460,895 and $1,406,019, respectively.

22.     Accumulated Other Comprehensive Loss

      The components of accumulated other comprehensive loss are as follows:

	December 31,
	2003		2004
Currency translation loss	$	9,152	$	5,865
Unrealized gain on hedging instruments		—		(3,785	)
Unrealized loss on available-for-sale marketable securities		769		780
	$	9,921	$	2,860

23.     Share Options and Incentive Plans

      Effective May 1999, the Company adopted the Share Option Plan which provides for a maximum of 150 million shares (subject to adjustment under the plan) to be reserved for option plans. Options granted under the plan may include non-statutory options as well as incentive stock options intended to qualify under Section 422 of the United States Internal Revenue Code. Option periods may not exceed 10 years from the date of grant. Upon leaving the employment of the Company, outstanding options remain exercisable for a specified period.

F-38

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      The plan is administered by a committee appointed by the directors. Employees, outside directors and consultants are eligible for the grant of options except for (i) employees of affiliates, and outside directors and consultants, who are not eligible for the grant of incentive stock options; and (ii) employees, outside directors and consultants of affiliates resident in the United States, who are not eligible for the grant of options. The exercise price of an incentive stock option is the fair market value of the shares at the date of the grant. In certain circumstances, the exercise price may be higher than the fair market value but in no event will the exercise price be below the par value of the share.

      Prior to 2000, share options granted prior to May 1999 under the previous Employees’ Share Ownership Scheme were converted using the higher of par value or net tangible asset value. In April 2002, share options were granted with exercise prices determined by the average of the last 5-day closing prices prior to grant date. These two bases gave rise to exercise prices of the share options being lower than their fair market values at grant date and resulted in the recognition of stock compensation charges.

      In connection with the merger with ChipPAC, the Company adopted the Substitute Purchase and Option Plan (“Substitute Option Plan”) and Substitute Equity Incentive Plan (“Substitute EIP”) (collectively the “Substitute Plans”) to enable substitute options to be granted to holders of options granted under the ChipPAC shares options and incentive plans. The number of ordinary shares that may be issued under the Substitute Option Plan and Substitute EIP, may not exceed, in the aggregate, 7.2 million and 73 million shares, respectively. On August 5, 2004, the Company effected an amendment to the Share Option Plan to increase the shares to be reserved for option plans to 245 million shares (subject to adjustment under the plan).

      In August 2004, the Company adopted an employee share purchase plan (“ESPP”) for the benefit of its employers. A maximum aggregate of 130 million shares have been reserved for issuance under the ESPP. The ESPP qualifies in the United States under Section 423 of the United States for Internal Revenue Code. Under the ESPP, substantially all employees may purchase the Company’s ordinary shares through periodic payroll deductions or lump sum payments at a price equal to 85.0% of the lower of the fair market value at the beginning or the end specified six-month offering period commencing on each February 15 and August 16, except for the first purchase period which commenced on September 1, 2004 and ends on February 14, 2005. Share purchases are limited to 15.0% of an employee’s eligible compensation.

F-39

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      The following table summarizes stock option activity for the years ended December 31, 2002, 2003 and 2004:

				Weighted
				Average
	Options			Exercise Price
	(In thousands)
Options outstanding at January 1, 2002		51,770			1.70
Granted during the year		19,653			1.36
Lapsed during the year		(14,716	)		1.64
Exercised during the year		(2,432	)		0.53
Options outstanding at December 31, 2002		54,275			1.65
Granted during the year		10,956			1.17
Lapsed during the year		(3,094	)		1.69
Exercised during the year		(1,115	)		0.62
Options outstanding at December 31, 2003		61,022			1.58
Assumed through ChipPAC acquisition		76,493			0.55
Granted during the year		11,523			0.87
Lapsed during the year		(11,239	)		1.16
Exercised during the year		(5,802	)		0.33
Options outstanding at December 31, 2004		131,997		$	1.01
Exercisable at December 31, 2002		13,636		$	2.01
Exercisable at December 31, 2003		33,728		$	1.66
Exercisable at December 31, 2004		66,097		$	1.13

      Weighted-average grant-date fair value of options granted in 2002, 2003 and 2004 were $0.81, $0.60 and $0.92 respectively.

      The following table summarizes information about fixed stock options outstanding at December 31, 2004:

	Options Outstanding						Options Exercisable
			Weighted
			Average		Weighted
	Number		Remaining		Average		Number		Weighted
	Outstanding at		Contractual		Exercise		Exercisable at		Average
Range of Exercise Prices	12/31/2004		Life		Price		12/31/2004		Exercise Price
	(In thousands)						(In thousands)
$0.14 to $0.15		215		4.8 years	$	0.15		215	$	0.15
$0.21 to $0.29		22,884		7.7 years	$	0.26		12,975	$	0.25
$0.32 to $0.47		11,944		6.2 years	$	0.41		9,045	$	0.40
$0.53 to $0.89		47,266		8.0 years	$	0.76		15,669	$	0.78
$0.91 to $1.09		1,961		7.5 years	$	0.95		1,156	$	0.96
$1.16 to $1.66		37,877		7.4 years	$	1.38		18,532	$	1.46
$2.01 to $2.61		3,391		5.0 years	$	2.06		3,338	$	2.06
$3.99		6,459		5.3 years	$	3.99		5,167	$	3.99
		131,997						66,097

F-40

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      Total compensation expense recognized for stock-based compensation under the Share Option Plan for the years ended December 31, 2002, 2003 and 2004 were $60, $97 and $658, respectively.

24.     Commitments and Contingencies

     (a) Commitments

      As of December 31, 2003 and 2004, capital commitments consist of the following:

	December 31,
	2003		2004
Capital commitments
Building, mechanical and electrical installation	$	6,341	$	1,598
Plant and machinery		42,969		34,717
Other commitments
Inventories	$	8,413	$	47,210

      The Company is party to certain royalty and licensing agreements which have anticipated payments of $476, $524, $576 and $634 in 2005, 2006, 2007 and 2008, respectively. Following the acquisition of ChipPAC, the Company assumed the obligation to pay until June 30, 2007 additional contingent incentive payments to Cirrus Logic, Inc. of up to approximately $2,500 based on achievement of certain milestones.

      The Company leases its certain of its facilities in Singapore, South Korea and the United States under operation lease arrangements and has lease agreements for the land located in Singapore, Malaysia and China related to its facilities in these locations. Operating lease rental expense for the years ended December 31, 2002, 2003 and 2004 was $2,007, $2,597 and $4,781, respectively.

      The Company has leased certain plant and equipment under operating leases and under sale and lease-back arrangements. These leases extend through 2004. Operating lease rental expenses, including amortization of lease prepayments, in respect of these leases for the years ended December 31, 2002, 2003 and 2004 were $20,965, $18,118 and $39,543, respectively.

      Future minimum lease payments under non-cancelable operating leases as of December 31, 2004 were:

Payable in year ending December 31,
	2005	$	12,792
	2006		11,007
	2007		7,899
	2008		7,656
	2009		2,570
Thereafter			30,908
		$	72,832

     (b) Contingent liabilities

      In the normal course of business, the Company is subject to claims and litigations. These claims may include allegations of infringement of intellectual property rights of others as well as other claims of liability. In addition, the company is subject to various taxes in the different jurisdictions in which it operates. These include taxes on income, property, goods and services, and other taxes. The Company submits tax returns and claims with the

F-41

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

respective government taxing authorities, which are subject to agreement by those taxing authorities. The Company accrues costs associated with these matters when they are probable and reasonably estimable. The Company does not believe that it is probable that losses associated with these matters beyond those already recognized will be incurred in amounts that would be material to its financial position, results of operations, or cash flows.

      In connection with the merger with ChipPAC, the Company assumed certain contingent liabilities. In 2002, an assessment of approximately 16.0 billion South Korean Won (approximately $15,457) made by the South Korean National Tax Service, or NTS, relating to withholding tax not collected on the interest income on the loan between the ChipPAC’s subsidiaries in South Korea and Hungary for the period from 1999 to September 2001. The prevailing tax treaty does not require withholding on the transactions in question. ChipPAC has appealed the assessment through the NTS’s Mutual Agreement Procedure (“MAP”) and believes that the assessment will be overturned. On July 18, 2002, the Icheon tax office of the NTS approved a suspension of the proposed assessment until resolution of the disputed assessment. The NTS required a corporate guarantee amounting to the tax assessment in exchange for the suspension. ChipPAC complied with the guarantee request on July 10, 2002. A further assessment of 2.7 billion South Korean Won (approximately $2,608) was made on January 9, 2004, for the interest from October 2001 to May 2002. ChipPAC has applied for the MAP and obtained an approval for a suspension of the proposed assessment by providing a corporate guarantee amounting to the additional taxes. In the event that the Company is not successful with the appeal, the maximum amount payable including potential interest and local surtax as of December 31, 2004 is estimated to be 28.2 billion South Korea Won (approximately $27,244). The Company does not believe that the outcome of the resolution of this matter will have a material adverse effect on its financial position, results of operations or cash flows. As of December 31, 2004, no accrual has been made. However, the Company’s evaluation of the likely impact of the above contingent liabilities could change in the future and may result in additional liability assumed in the initial purchase of ChipPAC.

25.     Other Non-Operating Income (Expense), net

	For the Year Ended
	December 31,
	2002		2003		2004
Government grant income	$	1,830	$	2,347	$	—
Gain (loss) on sale and maturity of marketable securities		125		5,040		(537	)
Other income (expense), net		1,464		183		(399	)
	$	3,419	$	7,570	$	(936	)

F-42

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

26.     Fair Value of Financial Instruments

		December 31,
		2003				2004
		Carrying		Estimated		Carrying		Estimated
		Amount		Fair Value		Amount		Fair Value
		$		$		$		$
Financial Assets:
	Cash and cash equivalents		313,163		313,163		227,509		227,509
	Marketable securities		34,457		34,457		20,181		20,181
	Fixed deposits pledged		4,512		4,512		1,121		1,121
Financial Liabilities:
	Short-term borrowings		—		—		19,874		19,874
	Long-term debt, excluding senior and convertible notes		38,251		38,099		60,293		60,163
	Senior and convertible notes		327,379		339,138		736,289		748,907

      The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates for fair value. Accordingly, these estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Certain of these financial instruments are with major financial institutions and expose the Company to market and credit risks and may at times be concentrated with certain counterparties or groups of counterparties. The creditworthiness of counterparties is continually reviewed, and full performance is anticipated.

      The methods and assumptions used to estimate the fair value of significant classes of financial instruments is set forth below:

Cash and cash equivalents

      Cash and cash equivalents are due on demand or carry a maturity date of less than three months when purchased. The carrying amount of these financial instruments is a reasonable estimate of fair value.

Marketable securities

      The fair value is estimated based upon the quoted market price on the last business day of the fiscal year. For securities where there are no quoted market prices, the carrying amount is assumed to be its fair value. As of December 31, 2003 and 2004, such securities amounted to $22 and $nil, respectively.

Fixed deposits

      The fair value is based on current interest rates available to the Company for fixed deposits of similar terms and remaining maturities.

Short-term borrowings and long-term debt

      The fair value is based on current interest rates available to the Company for issuance of debts of similar terms and remaining maturities.

F-43

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

Senior and convertible notes

      The fair value is estimated by obtaining quotes from brokers.

Limitations

      Fair value estimates are made at a specific point in time, and are based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

27.     Business Segment, Geographic and Major Customer Data

      Operating segments, as defined under SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information,” (“SFAS 131”) are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has identified its individual geographic operating locations as its operating segments. All material geographical operating locations qualify for aggregation under SFAS 131 due to similarities in economic characteristics, nature of services, market base and production process. Accordingly, the operating segments have been aggregated into one reportable segment.

F-44

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      Revenues by major service line and by geographical areas (identified by location of customer headquarters) were:

	For the Year Ended December 31,
	2002		2003		2004
Singapore
— packaging — array	$	11	$	1	$	6
— packaging — leaded		811		638		830
— test		10,160		13,301		17,708
		10,982		13,940		18,544
United States
— packaging — array		32,469		76,485		253,595
— packaging — leaded		71,574		93,841		145,511
— test		78,272		139,388		195,082
		182,315		309,714		594,188
Rest of Asia
— packaging — array		341		998		49,500
— packaging — leaded		1,647		3,895		8,585
— test		16,569		34,200		63,197
		18,557		39,093		121,282
Europe
— packaging — array		672		932		9,264
— packaging — leaded		2,740		4,015		6,172
— test		10,472		12,997		19,671
Total		13,884		17,944		35,107
— packaging — array		33,493		78,416		312,365
— packaging — leaded		76,772		102,389		161,098
— test		115,473		199,886		295,658
	$	225,738	$	380,691	$	769,121

      Long-lived assets by geographical area were:

	For the Year Ended
	December 31,
	2003		2004
Singapore	$	364,246	$	391,522
United States		12,144		27,704
Rest of Asia		97,743		619,577
Total	$	474,133	$	1,035,803

F-45

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

      Net assets by geographical area were:

	For the Year Ended
	December 31,
	2003			2004
Singapore	$	480,451		$	689,100
United States		(6,214	)		23,190
Rest of Asia		1,719			447,060
Total	$	475,956		$	1,159,350

      Revenues from major customers, as a percentage of net revenues, were as follows:

	For the Year Ended
	December 31,
	2002		2003		2004
	%		%		%
Customer A		29.8		31.6		20.6
Customer B		13.3		12.0		11.1
Customer C		12.6		13.6		8.5
Others		44.3		42.8		59.8
		100.0		100.0		100.0

28.     Condensed Consolidating Financial Information

      In connection with the merger with ChipPAC in August 2004, the Company assumed the $150,000 2.5% Convertible Notes due 2008 issued by ChipPAC. In October 2004, in connection with the filing of the prospectus to register the resale of the Convertible Notes issued by ChipPAC, the Company, but not any of its direct or indirect subsidiaries, provided an unconditional guarantee of the Convertible Notes.

      In November 2004, the Company issued $215,000 of 6.75% Senior Notes due 2011 in a private placement. The Senior Notes issued by STATS ChipPAC are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis, by ChipPAC and STATS ChipPAC (Barbados) Ltd., STATS ChipPAC (BVI) Limited, ChipPAC International Company Limited, STATS ChipPAC Korea Ltd., STATS ChipPAC Malaysia Sdn. Bhd., STATS ChipPAC, Inc., STATS ChipPAC Test Services, Inc., STATS Holdings Limited, ChipPAC Luxembourg S.a.R.L. and ChipPAC Liquidity Management Hungary Limited Liability Company (the “Guarantor Subsidiaries”). STATS ChipPAC Shanghai Co., Ltd., STATS ChipPAC Test Services Shanghai Co., Ltd. and Winstek did not provide guarantees (the “Non-Guarantor Subsidiaries”).

      The following is the consolidated financial information segregated between STATS ChipPAC as the parent company of the Convertible Notes and issuer of the Senior Notes; ChipPAC as issuer of the Convertible Notes and guarantor of the Senior Notes; the Guarantor Subsidiaries and Non-Guarantor Subsidiaries of the Senior Notes.

F-46

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2002

			STATS			Guarantor			Non-Guarantor
			ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues			$	204,788		$	4,045		$	17,573		$	(668	)	$	225,738
Cost of revenues				(227,811	)		(7,415	)		(13,115	)		398			(247,943	)
Gross profit (loss)				(23,023	)		(3,370	)		4,458			(270	)		(22,205	)
Operating expenses:
	Selling, general and administrative			34,062			1,513			1,574			(456	)		36,693
	Research and development			18,507			—			585			(236	)		18,856
	Asset impairments			14,666			—			—			—			14,666
	Prepaid leases written off			764			—			—			—			764
	Other general expenses (income), net			(681	)		—			—			1,229			548
		Total operating expenses		67,318			1,513			2,159			537			71,527
Operating income (loss)				(90,341	)		(4,883	)		2,299			(807	)		(93,732	)
Other income (expense), net:
	Interest income			5,075			3			193			—			5,271
	Interest expense			(9,595	)		—			(819	)		—			(10,414	)
	Foreign currency exchange gain (loss)			(366	)		—			(146	)		—			(512	)
	Equity loss from investment in subsidiaries			(4,470	)		—			—			4,470			—
	Other non-operating income, net			3,375			—			44			—			3,419
		Total other income (expense), net		(5,981	)		3			(728	)		4,470			(2,236	)
Income (loss) before income taxes				(96,322	)		(4,880	)		1,571			3,663			(95,968	)
Income tax benefit (expense)				7,810			(124	)		(523	)		—			7,163
Loss before minority interest				(88,512	)		(5,004	)		1,048			3,663			(88,805	)
Minority interest				—			—			—			(514	)		(514	)
Net income (loss)			$	(88,512	)	$	(5,004	)	$	1,048		$	3,149		$	(89,319	)

F-47

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2002

		STATS			Guarantor			Non-Guarantor
		ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows From Operating Activities
Net income (loss)		$	(88,512	)	$	(5,004	)	$	1,048		$	3,149		$	(89,319	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization		92,685			4,978			8,204			(401	)		105,466
	Asset impairments and prepaid expenses written off		15,430			—			—			—			15,430
	Amortization of leasing prepayments		18,755			467			—			—			19,222
	Debt issuance cost amortization		882			—			—			—			882
	Loss (gain) on sale of property, plant and equipment		(667	)		19			142			1,208			702
	Accretion of discount on convertible notes		5,013			—			—			—			5,013
	Foreign currency exchange loss		367			—			—			—			367
	Deferred income taxes		(8,660	)		208			263			—			(8,189	)
	Non-cash compensation		1,023			—			—			—			1,023
	Minority interest in income of subsidiary		—			—			—			514			514
	Loss (gain) on sale and maturity of marketable securities		(134	)		—			9			—			(125	)
	Equity loss from investment in subsidiaries		4,470			—			—			(4,470	)		—
	Others		(3	)		—			—			—			(3	)
Changes in operating working capital:
	Accounts receivable		(19,270	)		(880	)		(3,483	)		—			(23,633	)
	Amounts due from affiliates		(2,345	)		(406	)		—			721			(2,030	)
	Inventories		(2,482	)		—			—			—			(2,482	)
	Other receivables, prepaid expenses and other assets		(867	)		(8	)		(18	)		—			(893	)
	Accounts payable, accrued operating expenses and other payables		4,610			1,179			1,374			—			7,163
	Amounts due to affiliates		(104	)		214			—			(721	)		(611	)
Net cash provided by operating activities		$	20,191		$	767		$	7,539		$	—		$	28,497
Cash Flows From Investing Activities
Proceeds from sales of marketable securities		$	105,829		$	—		$	5,133		$	—		$	110,962
Proceeds from maturity of marketable securities			2,844			—			—			—			2,844
Purchases of marketable securities			(151,748	)		—			(6,228	)		—			(157,976	)
Acquisition of intangible assets			(65	)		—			—			—			(65	)
Acquisition of subsidiary, net of cash acquired			(13,831	)		—			—			13,831			—
Purchases of property, plant and equipment			(73,131	)		(14,251	)		(27,447	)		1,660			(113,169	)
Others, net			2,342			10			59			(1,660	)		751
Net cash used in investing activities		$	(127,760	)	$	(14,241	)	$	(28,483	)	$	13,831		$	(156,653	)

F-48

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

	STATS			Guarantor		Non-Guarantor
	ChipPAC			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Cash Flows From Financing Activities
Repayment of long-term debt	$	(14,321	)	$	—	$	—		$	—		$	(14,321	)
Proceeds from issuance of shares		1,256			—		22			—			1,278
Proceeds from issuance of convertible notes, net of expenses		195,032			—		—			—			195,032
Proceeds from bank borrowings		21			—		20,571			—			20,592
Increase in restricted cash		(3,500	)		—		(9,526	)		—			(13,026	)
Grants received		1,150			—		—			—			1,150
Capital lease payments		(7,993	)		—		(2,089	)		—			(10,082	)
Cash proceeds from parent company		—			13,831		—			(13,831	)		—
Net cash provided by financing activities	$	171,645		$	13,831	$	8,978		$	(13,831	)	$	180,623
Net increase (decrease) in cash and cash equivalents	$	64,076		$	357	$	(11,966	)	$	—		$	52,467
Effect of exchange rate changes on cash and cash equivalents		(340	)		—		320			—			(20	)
Cash and cash equivalents at beginning of the year		99,910			41		15,263			—			115,214
Cash and cash equivalents at end of the year	$	163,646		$	398	$	3,617		$	—		$	167,661

F-49

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2003

			STATS			Guarantor			Non-Guarantor
			ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	297,165		$	221		$	15,777		$	—		$	313,163
	Short-term marketable securities			5,272			—			5,872			—			11,144
	Accounts receivable, net			70,545			1,760			7,594			—			79,899
	Amounts due from affiliates			8,362			5,905			—			(7,217	)		7,050
	Other receivables			2,459			213			101			—			2,773
	Inventories			19,839			—			—			—			19,839
	Prepaid expenses and other assets			12,200			139			2,524			—			14,863
		Total current assets		415,842			8,238			31,868			(7,217	)		448,731
Long-term marketable securities				23,162			—			151			—			23,313
Prepaid expenses				6,283			—			—			—			6,283
Property, plant and equipment, net				364,246			12,780			97,361			(254	)		474,133
Intangible assets				1,548			—			392			—			1,940
Investment in subsidiaries				60,824			—			—			(60,824	)		—
Goodwill				—			—			—			2,209			2,209
Other assets				29,316			—			7,927			—			37,243
		Total assets	$	901,221		$	21,018		$	137,699		$	(66,086	)	$	993,852
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts and other payable		$	6,649		$	358		$	1,035		$	—		$	8,042
	Payables related to property, plant and equipment purchases			40,825			384			12,880			—			54,089
	Accrued operating expenses			36,623			1,944			2,094			—			40,661
	Income taxes payable			2,195			—			1,188			—			3,383
	Amounts due to affiliates			7,862			134			1,057			(7,217	)		1,836
	Current obligations under capital leases			1,880			2,662			754			—			5,296
	Current installments of long-term debt			—			—			6,841			—			6,841
		Total current liabilities		96,034			5,482			25,849			(7,217	)		120,148
Obligations under capital leases, excluding current installments				812			—			—			—			812
Long-term debt, excluding current installments				327,379			—			31,410			—			358,789
Other non-current liabilities				1,212			—			3,251			—			4,463
		Total liabilities		425,437			5,482			60,510			(7,217	)		484,212
Minority interest				—			—			—			33,684			33,684
Issued shares				172,434			—			71,140			(71,140	)		172,434
Additional paid-in capital				489,337			21,903			6,765			(28,650	)		489,355
Accumulated other comprehensive loss				(9,921	)		—			(2,189	)		2,189			(9,921	)
Accumulated earnings (deficit)				(176,066	)		(6,367	)		1,473			5,048			(175,912	)
		Total shareholders’ equity		475,784			15,536			77,189			(92,553	)		475,956
		Total liabilities and shareholder’s equity	$	901,221		$	21,018		$	137,699		$	(66,086	)	$	993,852

F-50

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2003

			STATS			Guarantor			Non-Guarantor
			ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues			$	337,934		$	12,137		$	31,041		$	(421	)	$	380,691
Cost of revenues				(291,769	)		(12,546	)		(23,908	)		209			(328,014	)
Gross profit (loss)				46,165			(409	)		7,133			(212	)		52,677
Operating expenses:
	Selling, general and administrative			32,228			2,307			2,264			(324	)		36,475
	Research and development			14,808			—			672			(185	)		15,295
	Other general expenses, net			502			536			—			(664	)		374
		Total operating expenses		47,538			2,843			2,936			(1,173	)		52,144
Operating income (loss)				(1,373	)		(3,252	)		4,197			961			533
Other income (expense), net:
	Interest income			4,618			—			167			—			4,785
	Interest expense			(12,474	)		—			(1,520	)		—			(13,994	)
	Foreign currency exchange gain (loss)			1,496			—			138			—			1,634
	Equity loss from investment in subsidiaries			(1,590	)		—			—			1,590			—
	Other non-operating income (expense), net			7,611			—			(41	)		—			7,570
		Total other income (expense), net		(339	)		—			(1,256	)		1,590			(5	)
Income (loss) before income taxes				(1,712	)		(3,252	)		2,941			2,551			528
Income tax benefit (expense)				(965	)		774			(514	)		—			(705	)
Loss before minority interest				(2,677	)		(2,478	)		2,427			2,551			(177	)
Minority interest				—			—			—			(1,539	)		(1,539	)
Net income (loss)			$	(2,677	)	$	(2,478	)	$	2,427		$	1,012		$	(1,716	)

F-51

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2003

	STATS			Guarantor			Non-Guarantor
	ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows From Operating Activities
Net income (loss)	$	(2,677	)	$	(2,478	)	$	2,427		$	1,012		$	(1,716	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		98,823			5,761			16,235			(209	)		120,610
Amortization of leasing prepayments		11,732			—			—			—			11,732
Debt issuance cost amortization		1,155			—			—			—			1,155
Loss (gain) on sale of property, plant and equipment		503			307			42			(752	)		100
Accretion of discount on convertible notes		7,366			—			—			—			7,366
Foreign currency exchange loss (gain)		(2,875	)		—			(492	)		—			(3,367	)
Loss (gain) on sale and maturity of marketable securities		(5,025	)		—			(15	)		—			(5,040	)
Deferred income taxes		(741	)		—			(505	)		—			(1,246	)
Minority interest in loss of subsidiary		—			—			—			1,539			1,539
Equity loss from investment in subsidiaries		1,590			—			—			(1,590	)		—
Others		—			—			(54	)		—			(54	)
Changes in operating working capital:
Accounts receivable		(27,196	)		(865	)		(2,216	)		—			(30,277	)
Amounts due to affiliates		(2,827	)		(643	)		1			537			(2,932	)
Inventories		(10,095	)		—			—			—			(10,095	)
Other receivables, prepaid expenses and other assets		(15,854	)		604			(1,533	)		—			(16,783	)
Accounts payable, accrued operating expenses and other payables		9,640			368			1,761			—			11,769
Amounts due to affiliates		1,010			(743	)		57			(537	)		(213	)
Net cash provided by operating activities	$	64,529		$	2,311		$	15,708		$	—		$	82,548
Cash Flows From Investing Activities
Proceeds from sales of marketable securities	$	70,238		$	—		$	7,328		$	—		$	77,566
Proceeds from maturity of marketable securities		5,753			—			—			—			5,753
Purchases of marketable securities		(32,924	)		—			(10,926	)		—			(43,850	)
Acquisition of subsidiary, net of cash acquired		(15,533	)		—			3,092			12,441			—
Purchase of additional shares in subsidiary		(467	)		—			—			—			(467	)
Purchases of property, plant and equipment		(168,968	)		(2,172	)		(38,186	)		—			(209,326	)
Others, net		(4,136	)		1			189			—			(3,946	)
Net cash used in investing activities	$	(146,037	)	$	(2,171	)	$	(38,503	)	$	12,441		$	(174,270	)

F-52

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

	STATS			Guarantor			Non-Guarantor
	ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows From Financing Activities
Repayment of short-term debt	$	—		$	—		$	(27,419	)	$	—		$	(27,419	)
Repayment of long-term debt		(14,768	)		—			(4,945	)		—			(19,713	)
Proceeds from issuance of shares		112,245			—			17,673			(12,441	)		117,477
Proceeds from issuance of convertible notes, net of expenses		112,345			—			—			—			112,345
Proceeds from bank borrowings		—			—			49,839			—			49,839
Decrease in restricted cash		3,500			—			4,723			—			8,223
Grants received		6,784			—			—			—			6,784
Capital lease payments		(7,405	)		(317	)		(5,140	)		—			(12,862	)
Net cash provided by (used in) financing activities	$	212,701		$	(317	)	$	34,731		$	(12,441	)	$	234,674
Net increase (decrease) in cash and cash equivalents	$	131,193		$	(177	)	$	11,936		$	—		$	142,952
Effect of exchange rate changes on cash and cash equivalents		2,326			—			224			—			2,550
Cash and cash equivalents at beginning of the year		163,646			398			3,617			—			167,661
Cash and cash equivalents at end of the year	$	297,165		$	221		$	15,777		$	—		$	313,163

F-53

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2004

			STATS						Guarantor			Non-Guarantor
			ChipPAC			ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	184,824		$	533		$	20,978		$	21,174		$	—		$	227,509
	Marketable securities			—			—			787			1,273			—			2,060
	Accounts receivable, net			66,875			—			70,444			12,331			—			149,650
	Amounts due from affiliates			250,479			194,605			32,635			3,719			(478,815	)		2,623
	Other receivables			8,022			70			8,483			238			—			16,813
	Inventories			19,916			—			28,440			6,334			—			54,690
	Prepaid expenses and other assets			32,971			1,525			1,013			3,327			—			38,836
		Total current assets		563,087			196,733			162,780			48,396			(478,815	)		492,181
Marketable securities				18,097			—			—			24			—			18,121
Prepaid expenses				7,072			—			5,224			—			—			12,296
Property, plant and equipment, net				391,523			4,912			376,014			263,530			(176	)		1,035,803
Investment in subsidiaries				750,620			—			—			—			(750,620	)		—
Intangible assets				1,398			2,802			120,174			1,456			—			125,830
Goodwill				—			—			415,349			106,040			2,209			523,598
Other assets				34,614			487			23,202			5,570			—			63,873
		Total assets	$	1,766,411		$	204,934		$	1,102,743		$	425,016		$	(1,227,402	)	$	2,271,702
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	7,957		$	2,314		$	43,596		$	14,714		$	(8	)	$	68,573
	Payables related to property, plant and equipment purchases			20,028			4			17,878			13,728			—			51,638
	Accrued operating expenses			36,773			8,307			11,335			7,484			—			63,899
	Income taxes payable			—			13			2,005			20			—			2,038
	Short term borrowings			—			—			19,874			—			—			19,874
	Amounts due to affiliates			4,941			173			440,622			33,216			(478,815	)		137
	Current obligations under capital leases			805			—			6,782			—			—			7,587
	Current installments of long-term debt			137,107			—			—			17,300			—			154,407
		Total current liabilities		207,611			10,811			542,092			86,462			(478,823	)		368,153
Obligations under capital leases, excluding current installments				—			—			10,771			—			—			10,771
Long-term debt, excluding current installments				399,182			200,000			—			42,993			—			642,175
Other non-current liabilities				268			—			45,981			4,113			—			50,362
		Total liabilities		607,061			210,811			598,844			133,568			(478,823	)		1,071,461
Minority interest				—			—			—			—			40,891			40,891
Issued shares				298,233			991			—			81,535			(82,526	)		298,233
Additional paid-in capital				1,507,854			291,795			682,651			261,866			(1,236,554	)		1,507,612
Accumulated other comprehensive loss				(2,860	)		(5,993	)		12,492			4,417			(10,916	)		(2,860	)
Accumulated earnings (deficit)				(643,877	)		(292,670	)		(191,244	)		(56,370	)		540,526			(643,635	)
		Total shareholders’ equity		1,159,350			(5,877	)		503,899			291,448			(789,470	)		1,159,350
		Total liabilities and shareholder’s equity	$	1,766,411		$	204,934		$	1,102,743		$	425,016		$	(1,227,402	)	$	2,271,702

F-54

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2004

			STATS						Guarantor			Non-Guarantor
			ChipPAC			ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues			$	462,697		$	9,703		$	259,785		$	83,382		$	(46,446	)	$	769,121
Cost of revenues				(390,673	)		(203	)		(225,543	)		(73,690	)		46,569			(643,540	)
Gross profit (loss)				72,024			9,500			34,242			9,692			123			125,581
Operating expenses:
	Selling, general and administrative			42,887			7,682			29,133			5,273			—			84,965
	Research and development			10,811			1,047			4,885			894			—			17,637
	Goodwill impairment			—			—			360,869			92,131			—			453,000
	Other general expenses (income), net			(618	)		121			33			(44	)		44			(464	)
		Total operating expenses		53,070			8,850			394,920			98,254			44			555,138
Operating income (loss)				18,954			650			(360,678	)		(88,562	)		79			(429,557	)
Other income (expense), net:
	Interest income			7,774			9			2,770			123			(6,246	)		4,430
	Interest expense			(19,173	)		(2,875	)		(11,458	)		(1,556	)		6,246			(28,816	)
	Foreign currency exchange gain (loss)			(206	)		—			(1,034	)		118			—			(1,122	)
	Equity income (loss) from investment in subsidiaries			(472,535	)		(67,882	)		(87,677	)		—			628,094			—
Other non-operating income, net				(675	)		12			(531	)		258			—			(936	)
Total other income (expense), net				(484,815	)		(70,736	)		(97,930	)		(1,057	)		628,094			(26,444	)
Income (loss) before income taxes				(465,861	)		(70,086	)		(458,608	)		(89,619	)		628,173			(456,001	)
Income tax benefit (expense)				(1,862	)		(14	)		(7,015	)		997			—			(7,894	)
Loss before minority interest				(467,723	)		(70,100	)		(465,623	)		(88,622	)		628,173			(463,895	)
Minority interest				—			—			—			—			(3,828	)		(3,828	)
Net income (loss)			$	(467,723	)	$	(70,100	)	$	(465,623	)	$	(88,622	)	$	624,345		$	(467,723	)

F-55

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2004

	STATS						Guarantor			Non-Guarantor
	ChipPAC			ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows From Operating Activities
Net income (loss)	$	(467,723	)	$	(70,100	)	$	(465,623	)	$	(88,622	)	$	624,345		$	(467,723	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		104,141			628			54,320			29,638			(44	)		188,683
Goodwill impairment		—			—			360,869			92,131			—			453,000
Amortization of leasing prepayments		25,718			—			—			—			—			25,718
Debt issuance cost amortization		1,741			—			—			172			—			1,913
Loss (gain) on sale of property, plant and equipment		(631	)		—			5			(30	)		—			(656	)
Accretion of discount on convertible notes		11,923			—			(486	)		—			—			11,437
Loss from early debt extinguishment		266			—			531			—			—			797
Foreign currency exchange loss (gain)		(516	)		—			—			(314	)		—			(830	)
Deferred income taxes		9,145			—			6,665			(805	)		—			15,005
Minority interest in income (loss) of subsidiary		—			—			—			—			3,828			3,828
Equity loss from investment in subsidiaries		472,535			67,882			87,677			—			(628,094	)		—
(Gain) Loss on sale and maturity of marketable securities		503			—			—			34			—			537
Others		1,162			127			(193	)		(32	)		(35	)		1,029
Changes in operating working capital:
Accounts receivable		3,670			—			8,789			(4,310	)		—			8,149
Amounts due from affiliates		(242,237	)		26,486			6,882			15,986			197,310			4,427
Inventories		(77	)		—			(946	)		(148	)		—			(1,171	)
Other receivables, prepaid expenses and other assets		(64,078	)		(1,442	)		224			875			—			(64,421	)
Accounts payable, accrued operating expenses and other payables		(2,709	)		(23,934	)		(11,138	)		(3,625	)		—			(41,406	)
Amounts due to affiliates		(2,918	)		(85	)		190,199			8,415			(197,310	)		(1,699	)
Net cash provided by operating activities	$	(150,085	)	$	(438	)	$	237,775		$	49,365		$	—		$	136,617

F-56

STATS CHIPPAC LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In thousands of U.S. Dollars (except per share data)

	STATS						Guarantor			Non-Guarantor
	ChipPAC			ChipPAC			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flows From Investing Activities
Proceeds from sales of marketable securities	$	101,323		$	—		$	—		$	29,174		$	—		$	130,497
Proceeds from maturity of marketable securities		46,687			—			—			—			—			46,687
Purchases of marketable securities		(137,124	)		—			222			(24,041	)		—			(160,943	)
Acquisition of intangible assets		—			(399	)		(555	)		(474	)		—			(1,428	)
Acquisition of subsidiary, net of cash acquired		(14,049	)		—			—			4,680			16,577			7,208
Purchases of property, plant and equipment		(172,320	)		(1,090	)		(60,327	)		(81,225	)		27,388			(287,574	)
Others, net		20,926			33			3,144			4,014			(27,388	)		729
Net cash used in investing activities	$	(154,557	)	$	(1,456	)	$	(57,516	)	$	(67,872	)	$	16,577		$	(264,824	)
Cash Flows From Financing Activities
Repayment of short-term debt	$	(50,000	)	$	—		$	—		$	(22,006	)	$	—		$	(72,006	)
Repayment of long-term debt		—			—			—			(8,982	)		—			(8,982	)
Proceeds from issuance of shares, net of expenses		1,968			—			—			—			—			1,968
Proceeds from issuance of convertible and senior notes, net of expenses		210,458			—			—			—			—			210,458
Repurchase of senior and convertible notes		(18,083	)		—			(175,564	)		—			—			(193,647	)
Proceeds from bank borrowings		50,000			—			8,016			49,604			—			107,620
Decrease in restricted cash		—			—			—			2,927			—			2,927
Capital lease payments		(2,042	)		—			(4,390	)		(778	)		—			(7,210	)
Net cash provided by (used in) financing activities	$	192,301		$	—		$	(171,938	)	$	20,765		$	—		$	41,128
Net decrease in cash and cash equivalents	$	(112,341	)	$	(1,894	)	$	8,321		$	2,258		$	16,577		$	(87,079	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			1,425			—			1,425
Cash and cash equivalents at beginning of the year/period		297,165			2,427			12,657			17,491			(16,577	)		313,163
Cash and cash equivalents at end of the year	$	184,824		$	533		$	20,978		$	21,174		$	—		$	227,509

F-57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and

Board of Directors of ChipPAC, Inc.:

      In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders’ equity and of cash flows, present fairly, in all material respects, the financial position of ChipPAC, Inc. and its subsidiaries at December 31, 2002 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      As discussed in Note 2 to the financial statements, in 2003 the Company changed the manner in which it classifies gains and losses on the extinguishment of debt.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 19, 2004, except for Note 20,

as to which the date is December 9, 2004

F-58

ChipPAC, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amount)

			December 31,			December 31,
			2002			2003
ASSETS
Current assets:
	Cash and cash equivalents		$	34,173		$	24,722
	Short-term investments			10,000			34,986
	Accounts receivable, less allowance for doubtful accounts of $391 and $574			38,793			56,728
	Inventories (Note 6)			15,299			26,060
	Prepaid expenses and other current assets			5,285			7,411
		Total current assets		103,550			149,907
Property, plant and equipment, net (Note 6)				336,397			397,267
Intangible assets, net				17,300			15,860
Other assets				12,957			16,297
		Total assets	$	470,204		$	579,331
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	39,755		$	69,251
	Accrued expenses and other current liabilities (Note 6)			29,400			27,724
		Total current liabilities		69,155			96,975
Long-term debt				217,887			165,000
Convertible subordinated notes				50,000			200,000
Other long-term liabilities (Note 15)				17,618			22,313
		Total liabilities		354,660			484,288
Commitments and contingencies (Notes 12 and 17)
Stockholders’ equity:
	Preferred stock, — par value $0.01 per share; 10,000,000 shares authorized, no shares issued or outstanding at December 31, 2002 and 2003			—			—
	Common stock, Class A — par value $0.01 per share; 250,000,000 shares authorized, 94,093,000 and 97,237,000 shares issued and outstanding at December 31, 2002 and 2003			941			972
	Common stock, Class B — par value $0.01 per share; 250,000,000 shares authorized, no shares issued or outstanding at December 31, 2002 and 2003			—			—
	Additional paid-in capital			276,916			284,849
	Receivable from stockholders			(480	)		(164	)
	Accumulated other comprehensive income			9,169			9,169
	Accumulated deficit			(171,002	)		(199,783	)
		Total stockholders’ equity		115,544			95,043
		Total liabilities and stockholders’ equity	$	470,204		$	579,331

The accompanying notes are an integral part of these financial statements.

F-59

ChipPAC, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amount)

			For the Years Ended
			December 31,
			2001			2002			2003
Revenue			$	328,701		$	363,666		$	429,189
Cost of revenue				297,588			308,065			365,299
Gross profit				31,113			55,601			63,890
Operating expenses:
	Selling, general and administrative			31,199			38,159			38,241
	Research and development			14,223			10,110			11,661
	Restructuring, write-down of impaired assets and other charges			40,920			(661	)		13,619
		Total operating expenses		86,342			47,608			63,521
Operating income (loss)				(55,229	)		7,993			369
Non-operating (income) expenses:
	Interest expense			37,214			31,986			30,887
	Interest income			(688	)		(626	)		(828	)
	Foreign currency (gain) loss			(187	)		1,029			35
	Loss from early debt extinguishment			—			3,005			1,182
	Gain on sale of building (Note 19)			—			—			(3,929	)
	Other income, net			(410	)		(546	)		(197	)
		Total non-operating expenses		35,929			34,848			27,150
Loss before income taxes				(91,158	)		(26,855	)		(26,781	)
Provision for income taxes				2,578			2,000			2,000
Net loss			$	(93,736	)	$	(28,855	)	$	(28,781	)
Net loss per share
	Basic		$	(1.36	)	$	(0.33	)	$	(0.30	)
	Diluted		$	(1.36	)	$	(0.33	)	$	(0.30	)
Shares used in per share calculation:
	Basic			68,878			87,430			95,554
	Diluted			68,878			87,430			95,554

The accompanying notes are an integral part of these financial statements.

F-60

ChipPAC, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

	Common Stock															Accumulated
							Warrants			Additional			Receivable			Other
	Number of						Class A			Paid in			From			Comprehensive		Accumulated
	Shares			Amount			Common Stock			Capital			Stockholders			Income		Deficit			Total
Balance as of December 31, 2000		68,438		$	685		$	1,250		$	104,509		$	(1,505	)	$	9,169	$	(48,411	)	$	65,697
Repayment of amount due from stockholders		—			—			—			—			520			—		—			520
Expiration of Intel Warrant		—			—			(1,250	)		1,250			—			—		—			—
Employee stock purchases		922			9			—			4,117			—			—		—			4,126
Common stock repurchased by Company during the year		(63	)		(1	)		—			(18	)		—			—		—			(19	)
Exercise of stock options		107			1			—			185			—			—		—			186
Net loss		—			—			—			—			—			—		(93,736	)		(93,736	)
Balance as of December 31, 2001		69,404		$	694		$	—		$	110,043		$	(985	)	$	9,169	$	(142,147	)	$	(23,226	)
Repayment of amount due from stockholders		—			—			—			—			505			—		—			505
Employee stock purchases		1,092			11			—			3,324			—			—		—			3,335
Common stock repurchased by Company during the year		(71	)		(1	)		—			(23	)		—			—		—			(24	)
Exercise of stock options		242			3			—			850			—			—		—			853
Stock issued at public offerings, net of issuance cost of $10,598		23,426			234			—			162,722			—			—		—			162,956
Net loss		—			—			—			—			—			—		(28,855	)		(28,855	)
Balance as of December 31, 2002		94,093		$	941		$	—		$	276,916		$	(480	)	$	9,169	$	(171,002	)	$	115,544
Repayment of amount due from stockholders		—			—			—			—			316			—		—			316
Employee stock purchases		2,070			21			—			4,862			—			—		—			4,883
Common stock repurchased by Company during the year		(7	)		—			—			(2	)		—			—		—			(2	)
Exercise of stock options		1,081			10			—			3,073			—			—		—			3,083
Net loss		—			—			—			—			—			—		(28,781	)		(28,781	)
Balance as of December 31, 2003		97,237		$	972		$	—		$	284,849		$	(164	)	$	9,169	$	(199,783	)	$	95,043

The accompanying notes are an integral part of these financial statements.

F-61

ChipPAC, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

		For the Years Ended December 31,
		2001			2002			2003
Cash flows from operating activities
Net loss		$	(93,736	)	$	(28,855	)	$	(28,781	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization		59,909			58,949			70,090
	Debt issuance cost amortization		2,112			2,281			2,216
	Foreign currency (gain) loss		(187	)		1,029			35
	Deferred tax		1,636			(121	)		(1,195	)
	Write-down of impaired assets		34,688			—			11,662
	Loss from early debt extinguishment		—			3,005			1,182
	Gain on sale of building		—			—			(3,929	)
	Gain on sale of equipment		(1	)		(50	)		(318	)
Changes in assets and liabilities:
	Accounts receivable		13,870			(6,759	)		(17,935	)
	Inventories		8,769			(2,818	)		(10,761	)
	Prepaid expenses and other current assets		2,205			(770	)		(2,209	)
	Other assets		2,866			(415	)		(1,336	)
	Accounts payable		(23,618	)		8,710			29,496
	Accrued expenses and other current liabilities		(11,919	)		1,562			(1,676	)
	Other long-term liabilities		(510	)		3,798			4,288
Net cash provided by (used in) operating activities			(3,916	)		39,546			50,829
Cash flows from investing activities
Purchase of short-term investments			—			(39,699	)		(204,116	)
Proceeds from sale of short-term investments			—			29,699			179,130
Acquisition of intangible assets			(6,156	)		(3,362	)		(3,798	)
Acquisition of property and equipment			(46,392	)		(78,910	)		(130,655	)
Proceeds from sale of building			—			—			5,399
Proceeds from sale of equipment			965			488			786
Acquisition of test assets			—			—			(3,625	)
Malaysian acquisition, net of cash and cash equivalents acquired			(7,399	)		(6,643	)		(3,475	)
Net cash used in investing activities			(58,982	)		(98,427	)		(160,354	)

F-62

ChipPAC, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

(In thousands)

	For the Years Ended December 31,
	2001			2002			2003
Cash flows from financing activities
Proceeds from revolving loans		84,633			105,596			27,704
Repayment of revolving loans		(49,234	)		(155,596	)		(27,704	)
Net proceeds from long-term debt		79,085			16,700			144,861
Repayment of long-term debt		(28,857	)		(82,440	)		(52,887	)
Increase in debt issuance costs		(4,520	)		(703	)		(180	)
Repayment of notes from stockholders		520			505			316
Proceeds from common stock issuances		4,312			167,144			7,966
Repurchase of common stock		(19	)		(24	)		(2	)
Net cash provided by financing activities		85,920			51,182			100,074
Net increase (decrease) in cash and cash equivalents		23,022			(7,699	)		(9,451	)
Cash and cash equivalents at beginning of year		18,850			41,872			34,173
Cash and cash equivalents at end of year	$	41,872		$	34,173		$	24,722
Supplemental disclosure of cash flow information
Income taxes paid		666			988			563
Interests paid	$	33,659		$	31,504		$	28,817

The accompanying notes are an integral part of these financial statements.

F-63

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Business, Recapitalization and Basis of Presentation

Business and Organization

      ChipPAC, Inc. and its subsidiaries (the “Company” or “ChipPAC”) provide packaging and testing services to the semiconductor industry, with service offerings in communications, computing, consumer, automotive, industrial and multi-applications end markets. The Company packages and tests integrated circuits from wafers provided by its customers. The Company markets its services worldwide, with emphasis on the North American market, based on the headquarters of the Company’s customers. The Company’s packaging and testing operations are located in the Republic of Korea (“South Korea” or “Korea”), the People’s Republic of China (“China”) and Malaysia.

Recapitalization and Reincorporation

      Prior to August 5, 1999, the Company represented the combination of four business units of Hyundai Electronics Industries Co., Ltd. (currently Hynix Semiconductor, Inc.) (“HEI”) which operated collectively as HEI’s worldwide packaging and testing operations.

      On August 5, 1999, affiliates of Bain Capital, Inc. and SXI Group LLC, a portfolio concern of Citicorp Venture Capital, Ltd., which we refer to collectively as the “Equity Investors,” and management acquired a controlling interest in the Company from HEI through a series of transactions, including a merger into ChipPAC, Inc. of a special purpose corporation organized by the Equity Investors. The merger was structured to be accounted for as a recapitalization.

      On June 13, 2000 the Company was reincorporated in Delaware (“ChipPAC Delaware”). In order to effect the reincorporation, ChipPAC, Inc., a California corporation (“ChipPAC California”), was merged with and into ChipPAC Delaware and as a result of which ChipPAC California ceased to exist. The Company operates its business as ChipPAC, Inc.

Basis of Presentation

      The financial statements for the years ended December 31, 2001, 2002 and 2003, have been prepared on a consolidated basis. The consolidated financial statements include the accounts of ChipPAC, Inc. and its majority controlled and owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation.

Recent Events — Proposed Merger

      On February 10, 2004, the Company signed a definitive agreement for the merger of a wholly-owned subsidiary of ST Assembly Test Ltd, or STATS, with ChipPAC in a stock-for-stock transaction. If the merger is consummated, the Company will become a wholly owned subsidiary of STATS. Under the terms of the agreement, ChipPAC stockholders will receive 0.87 STATS American Depositary Shares, or ADSs, for each share of ChipPAC Class A common stock. Following consummation of the merger, STATS and ChipPAC stockholders will own approximately 54% and 46% of the combined company, respectively, on a fully-converted basis. The Board of Directors of the combined company will have 11 members, and is expected to be comprised of 7 current STATS directors and each of Messrs. Conn, Norby, Park and McKenna, current members of the ChipPAC board who will be nominated for election by STATS shareholders. The new company is proposed to be named STATS ChipPAC Ltd, and it will be headquartered in Singapore.

      Consummation of the merger is subject to certain conditions, including approval by ChipPAC and STATS stockholders, expiration of waiting periods under the Hart-Scott Rodino Act, receipt of a private letter ruling from the Internal Revenue Service or opinions of outside legal counsel relating to the tax treatment of the merger for ChipPAC stockholders and other customary conditions. A vote of the majority of the Company’s outstanding

F-64

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Class A common stock will be required to approve the merger. The Company’s board of directors has voted to approve the transaction and recommend that its stockholders vote to approve the merger. The transaction is expected to close during the second calendar quarter of 2004. There can be no assurance that the conditions to the merger will be satisfied or that the merger will close in the expected time frame or at all.

Note 2: Summary of Significant Accounting Policies

Accounting Estimates

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenue and expenses in the financial statements and accompanying notes. Significant estimates made by management include: the useful lives of property, plant and equipment and intangible assets as well as future cash flows to be generated by those assets; revenue reductions relating to customer programs and incentive offerings; allowances for doubtful accounts, customer returns, and deferred tax assets; inventory realizability and contingent liabilities, among others. Actual results could differ from the estimates, and such differences may be material to the consolidated financial statements.

Cash and Cash Equivalents

      The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consisted of cash and money market funds at December 31, 2002 and 2003.

Short-term Investments

      The Company invests excess cash in auction rate corporate notes which are high-quality and easily marketable instruments to ensure cash is readily available for use in current operations. These instruments have maturity terms of generally 30 days or less. Short-term investments are categorized as available for sale and recorded at market. Due to the short-term nature of these investments, cost approximates market value. The average interest rates on the cash and cash equivalents and short-term investments were 1.0% and 1.4%, respectively.

Financial Instruments

      The amounts reported for cash and cash equivalents, short-term investments, accounts receivable, certain other assets, accounts payable, certain accrued and other liabilities, short-term and long-term debt approximate fair value due to their short maturities or market interest rates.

Comprehensive Income (Loss)

      Statement of Financial Accounting Standard No. 130 “Reporting Comprehensive Income” establishes standards for reporting and displaying comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income (loss) includes all changes in equity during a period from transactions and events from non owner sources. In the years ended December 31, 2001, 2002 and 2003, comprehensive income (loss) equaled net income (loss).

Inventories

      Inventories are stated at the lower of cost (computed using the first-in, first-out method) or market value. The Company generally does not take ownership of its customer supplied semiconductors. The risk of loss associated with the customer supplied semiconductors remains with the customer. These customer supplied semiconductors are not included as part of the Company’s inventories.

F-65

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Long-Lived Assets

      Long-lived assets held by the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of carrying amounts to future net cash flows an asset is expected to generate. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount which the carrying amount of the assets exceeds the fair value of the asset.

     Property, Plant and Equipment

      Property, plant and equipment are recorded at cost. The Company uses the straight-line method to depreciate machinery and equipment over their estimated useful lives from three to eight years. Building facilities and building improvements located in the Shanghai, China facilities are depreciated over 20 years. Building facilities and building improvements in the Kuala Lumpur, Malaysia facilities are depreciated over 25 and 17 years, respectively. Land use rights in Shanghai, China and Kuala Lumpur, Malaysia are amortized over 50 and 99 years, respectively. Leasehold improvements are amortized over the shorter of the asset life or the remaining lease term.

     Intangibles

      Intangibles are amortized over their useful lives on a straight-line basis over a period of three to 17 years. We classify our intangibles into three main groups: intellectual property with useful lives ranging from seven to 17 years, software and software development with useful lives of three years and licenses with useful lives of five years.

     Concentration of Credit Risk and Major Customers

      Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable and cash and cash equivalents.

      The Company’s customers are comprised of companies in the semiconductor industry located primarily in the United States of America. Credit risk with respect to the Company’s trade receivables is mitigated by selling to well established companies, performing ongoing credit evaluations and maintaining frequent contact with customers. The allowance for doubtful accounts is based upon the expected collectability of the Company’s accounts receivable.

      At December 31, 2002, three customers accounted for 16%, 15% and 11% of the outstanding trade receivables. At December 31, 2003, there was no single customer who accounted for more that 10% of the outstanding trade receivables. Loss of or default by these customers could have an adverse effect upon the Company’s financial position, results of operations and cash flows.

      Cash and cash equivalents are deposited with banks in the United States of America, South Korea, China, Malaysia, Barbados, British Virgin Islands, Luxembourg, and Hungary. Deposits in these banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses to date on its bank cash deposits.

     Revenue Recognition

      The Company recognizes revenue upon completion of services, generally at the time of shipment of packaged semiconductors to its customers. Additionally, we record estimated reductions to revenue for customer programs and incentive offerings including special pricing agreements, price protection, promotions and other volume-based incentives. The Company generally does not take ownership of customer supplied semiconductors as these materials are sent to the Company on a consignment basis. Accordingly, the value of the customer

F-66

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

supplied materials are neither reflected in revenue nor in cost of revenue. The Company warrants its services; warranty claims historically have been insignificant.

     Research and Development Costs

      Research and development costs are charged to expense as incurred.

     Accounting for Income Taxes

      The Company accounts for deferred income taxes using the liability method whereby deferred tax assets and liabilities are recorded for temporary differences between amounts reported in the financial statements and amounts that are reported in the Company’s income tax returns. A valuation allowance is provided for deferred tax assets when management cannot conclude, based on the available evidence, that it is more likely than not that all or a portion of the deferred tax assets will be realized through future operations. The provision for income taxes represents taxes that are payable for the current period, plus the net change in deferred tax amounts.

     Computation of Net Income per Share of Common Stock

      Basic net income (loss) per share of common stock is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share of common stock is computed using the weighted-average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares result from dilutive stock options and the convertible subordinated notes.

     Foreign Currency Translation

      The functional currency of the Company’s foreign operations is the U.S. dollar. Therefore, gains and losses resulting from translation from local currencies to the U.S. dollar are included in determining net income or loss for the period.

     Stock-Based Compensation

      At December 31, 2003, the Company has three stock-based employee compensation plans, which are described more fully in Note 14. The Company accounts for those plans under the recognition and measurement principles of APB No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition

F-67

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to the stock-based employee compensation.

		Year Ended December 31,
		2001			2002			2003
		(In thousands, except per share amounts)
Net loss as reported		$	(93,736	)	$	(28,855	)	$	(28,781	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(6,130	)		(4,581	)		(4,097	)
Pro forma net loss		$	(99,866	)	$	(33,436	)	$	(32,878	)
Loss per share as reported:
	Basic	$	(1.36	)	$	(0.33	)	$	(0.30	)
	Diluted	$	(1.36	)	$	(0.33	)	$	(0.30	)
Pro forma loss per share:
	Basic	$	(1.45	)	$	(0.38	)	$	(0.34	)
	Diluted	$	(1.45	)	$	(0.38	)	$	(0.34	)

     Recent Accounting Pronouncements

      In May 2002, the FASB issued SFAS No. 145, “Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections.” Among other things, SFAS No. 145 rescinds various pronouncements regarding early extinguishment of debt and allows extraordinary accounting treatment for early extinguishment only when the provisions of Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” are met. SFAS No. 145 provisions regarding early extinguishment of debt are generally effective for fiscal years beginning after May 15, 2002. In 2003, the Company has reclassified a loss on extinguishment of debt that was previously classified as an extraordinary item in prior periods but did not meet the criteria in APB Opinion No. 30 for classification as an extraordinary item and has included it within income from continuing operations.

      In June 2002, the FASB issued SFAS No. 146, “Accounting for Exit or Disposal Activities.” SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including restructuring activities that are currently accounted for under EITF No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring).” The scope of SFAS No. 146 also includes costs related to terminating a contract that is not a capital lease and termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146 was effective for exit or disposal activities that are initiated after December 31, 2002. The Company adopted SFAS No. 146 during the first quarter of fiscal year 2003. The effect on adoption of SFAS No. 146 changes on a prospective basis the timing of when restructuring charges are recorded from a commitment date approach to when the liability is incurred.

      In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45, or FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires that a liability be recorded in the guarantor’s balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a reconciliation of changes in the entity’s product warranty liabilities. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after

F-68

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2002, irrespective of the guarantor’s fiscal year-end. The Company adopted FIN 45 in the first quarter of 2003 and has met the disclosure requirements of FIN 45. The adoption of FIN 45 has no material impact on the Company’s financial statements.

      In November 2002, the Emerging Issues Task Force, or EITF, reached a consensus on Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company has adopted EITF Issue No. 00-21. The adoption of EITF Issue No. 00-21 has no material impact on the Company’s financial statements.

      In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation, Transition and Disclosure.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The interim disclosure requirements are effective for interim periods beginning after December 15, 2002. The Company adopted SFAS No. 148 in the first quarter of 2003. The adoption of SFAS No. 148 has no material impact on its financial statements.

      In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46, or FIN 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after December 15, 2003. The Company believes that the adoption of this standard will have no material impact on its financial statements.

      In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting of derivative instruments and hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 amends SFAS No. 133 for decisions made: (a) as part of the Derivatives Implementation Group process that require amendment to SFAS No. 133; (b) in connection with other FASB projects dealing with financial instruments; and (c) in connection with the implementation issues raised related to the application of the definition of a derivative. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for designated hedging relationships after June 30, 2003. The Company adopted SFAS No. 149 during 2003. The adoption of SFAS No. 149 will not have a material impact on its financial position and results of operations.

      In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” The Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity and further requires that an issuer classify as a liability (or an asset in some circumstances) financial instruments that fall within its scope because that financial instrument embodies an obligation of the issuer. Many of these instruments were previously classified as equity. The statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150 during 2003. The adoption of this standard will not have a material impact on its financial position and results of operations.

F-69

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3:     Acquisition of Malaysian Business

      Under the terms of the agreement relating to the Company’s June 2000 acquisition of the Malaysian business, during the period from June 1, 2000 to June 30, 2003, the seller, Intersil, was entitled to receive additional contingent incentive payments based upon the achievement of milestones relating to the transfer of business previously subcontracted by Intersil to a third party. As of December 31, 2003 Intersil achieved all the milestones, and the Company paid Intersil the sum of $17.9 million in the aggregate as additional purchase price. At December 31, 2003, the Company has no further obligations under this arrangement. Additionally, the Company had recorded $2.4 million of other purchase price adjustments based on the difference between the final closing balance sheet and the estimated closing balance sheet of the Malaysian business and recorded deferred tax of $6.1 million on all of these adjustments. All of these additional contingent incentive payments and other adjustments resulted in a further increase of the effective purchase price and non-current assets.

      There was no goodwill arising from the acquisition of the Malaysian business. The fair value of total assets and liabilities exceeded the purchase price by $56.2 million as of July 1, 2000. This amount, reduced by the additional contingent incentive payments, other purchase price adjustments and related deferred taxes, as of December 31, 2003, has been allocated in full to non-current assets as summarized below:

			Excess of Fair			Total
	Estimated		Value of Acquired			Additional
	Fair		Net Amounts			Purchase		Adjusted
Non-current asset	Value		Over Cost			Price		Value
	(In millions)
Land and buildings	$	27.9	$	(11.1	)	$	5.0	$	21.8
Plant and equipment		93.9		(36.9	)		18.3		75.3
Intellectual property		20.9		(8.2	)		3.1		15.8
	$	142.7	$	(56.2	)	$	26.4	$	112.9

Note 4:     Lines of Credit and Other Bank Borrowings

     Lines of Credit

      The Company has a borrowing capacity of $50.0 million for working capital and general corporate purposes under the revolving credit line portion of its senior credit facilities. The revolving credit line under the senior credit facilities matures on July 31, 2005. During the year ended December 31, 2003, the Company borrowed and repaid $26.5 million against this revolving line of credit for general corporate purposes at an interest rate of 6.75% per annum. During the three month period ended December 31, 2003, the Company did not utilize any borrowings against this revolving line of credit and as of December 31, 2003, there was no outstanding balance on the revolving line of credit and the entire $50.0 million was available to the Company.

      The Company has also established two separate lines of credit with Korean Exchange Bank and Cho Hung Bank, with credit limits of $4.0 million and $8.0 million, respectively. During the three month period and year ended December 31, 2003, no borrowings were made against either of these lines of credit. Both agreements are subject to an annual review by Korean Exchange Bank and Cho Hung Bank for the continued use of the credit line facility. The Company also has a line of credit with a limit of $0.5 million per borrowing available with Southern Bank Bhd for general corporate purposes at an interest rate of 6.9% per annum. During the year ended December 31, 2003, the Company utilized and repaid $0.5 million in the quarter ended March 31, 2003, $0.3 million in the quarter ended June 30, 2003 and $0.4 million during the quarter ended September 30, 2003. During the quarter ended December 31, 2003, the Company did not use this line of credit, and there was no outstanding balance on this loan.

F-70

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Other Borrowings

      On May 28, 2003, the Company issued $125.0 million of 2.5% convertible subordinated notes due 2008 in a private placement and on June 5, 2003, the initial purchaser exercised the option to purchase an additional $25.0 million of 2.5% convertible subordinated notes under the same terms. The Company received net proceeds of approximately $144.9 million after deducting debt issuance costs. The $150.0 million of 2.5% convertible subordinated notes are convertible into shares of the Company’s Class A common stock at a conversion price of $8.062 per share, subject to adjustment, at any time prior to June 1, 2008, and bear an interest rate of 2.5% per annum. The Company used $63.9 million from the proceeds of these notes to pay down term loans of $36.2 million, a foreign loan of $16.7 million and revolving loans of $11.0 million. The remaining $81.0 million is being used for general corporate purposes. On November 24, 2003, a registration statement on Form S-3 to register $143.8 million of these notes, along with the shares of common stock into which the notes are convertible, became effective with the Securities and Exchange Commission. The Company filed an additional registration statement for the other $6.2 million of the notes, along with the shares of common stock into which the notes are convertible, on January 22, 2004.

      As of December 31, 2003, the Company’s total debt consisted of $365.0 million of borrowings, which was comprised of $165.0 million of 12.75% senior subordinated notes, $50.0 million of 8.0% convertible subordinated notes and $150.0 million of 2.5% convertible subordinated notes.

Note 5:     Risks and Uncertainties

     Industry

      The Company’s business involves certain risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, dependence on a cyclical industry that is characterized by rapid technological changes, fluctuations in end-user demands, evolving industry standards, competitive pricing and declines in average selling prices, risks associated with foreign currencies, and enforcement of intellectual property rights. Additionally, the market in which the Company operates is very competitive. As a result of these industry and market characteristics, key elements of competition in the independent semiconductor packaging market include breadth of packaging offerings, time-to-market, technical competence, design services, quality, production yields, reliability of customer service and price.

      The Company reduced the concentration of its customers that make up more than 10.0% of sales from three customers in the year 2001 accounting for 51.3% of total revenue, and five customers in 2002 accounting for 66.3% of total revenue, to four customers in 2003 accounting for 50.0% of total revenue. Nonetheless, any decommitment from any major customer for products could have an adverse impact on the Company’s financial position, results of operations and cash flows.

      In 2001, 2002 and 2003, the Company had three, five and four customers, which each accounted for more than 10.0% of sales, respectively. These customers include Fairchild Semiconductor International, Inc., Intel Corporation, Intersil Corporation, LSI Logic Corporation and Nvidia Corporation.

     Other

      South Korean, Chinese, and Malaysian foreign currency exchange regulations may place restrictions on the flow of foreign funds into and out of those countries. The Company is required to comply with these regulations when entering into transactions in foreign currencies in South Korea, China and Malaysia. As of December 31, 2002 and 2003, there were no restrictions on foreign funds flow.

F-71

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6:     Selected Balance Sheet Accounts

      The components of inventories were as follows (in thousands):

	December 31,
	2002		2003
Raw materials	$	11,198	$	20,029
Work in process		3,293		4,761
Finished goods		808		1,270
	$	15,299	$	26,060

      Property, plant and equipment were comprised of the following (in thousands):

	December 31,
	2002			2003
Land use rights	$	12,368		$	11,171
Buildings and improvements		66,404			70,330
Equipment		529,710			621,327
		608,482			702,828
Less accumulated depreciation and amortization		(272,085	)		(305,561	)
	$	336,397		$	397,267

      Land use rights represent payments made to secure, on a fully paid-up basis, the use of the property where the Company’s facilities are located in Shanghai, China and Kuala Lumpur, Malaysia for a period of 50 and 99 years, respectively. The land use rights expire in the year 2044 for Shanghai, China and in the year 2086 for Kuala Lumpur, Malaysia.

      Other assets were comprised of the following (in thousands):

	December 31,
	2002		2003
Deposits	$	836	$	925
Long-term employee loans		802		1,020
Debt issuance costs, net of amortization of $5,944 and $5,332		10,132		12,134
Other		1,187		2,218
	$	12,957	$	16,297

      Intangible assets balances are summarized as follows (in thousands):

	December 31, 2002						December 31, 2003
	Gross		Accumulated				Gross		Accumulated
	Assets		Amortization		Net Assets		Assets		Amortization		Net Assets
Intellectual property	$	15,734	$	4,980	$	10,754	$	16,884	$	7,310	$	9,574
Software and software development		14,231		8,460		5,771		17,313		11,194		6,119
Licenses		4,422		3,647		775		4,497		4,330		167
	$	34,387	$	17,087	$	17,300	$	38,694	$	22,834	$	15,860

F-72

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Amortization expense for intangible assets is summarized as follows (in thousands):

	Year Ended December 31,
	2001		2002		2003
Intellectual property	$	1,955	$	2,121	$	2,330
Software and software development		2,483		2,554		2,734
Licenses		2,812		397		683
	$	7,250	$	5,072	$	5,747

      Intangible assets are being amortized over estimated useful lives of three to 17 years. Estimated future amortization expense is as follows (in thousands):

2004	$	5,322
2005		4,606
2006		3,459
2007		1,428
2008		153
Thereafter		892
Total	$	15,860

      Accrued expenses and other liabilities were comprised of the following (in thousands):

	December 31,
	2002		2003
Payroll and related items	$	14,778	$	14,150
Interest payable		9,210		9,311
Other expenses		5,412		4,263
	$	29,400	$	27,724

Note 7:     Restructuring, write-down of impaired assets and other charges

     Restructuring

2001

      In the first and fourth quarters of 2001, ChipPAC’s management approved restructuring plans to realign its organization and reduce operating costs. These actions were designed to better align ChipPAC’s workforce with the decrease in demand and to reduce selling, general, and administrative expenses. These plans were a combination of reductions in force and furloughs. Accordingly, ChipPAC planned to reduce associated employee positions by approximately 554 and 197 worldwide in connection with the first and fourth quarter plans, respectively. Restructuring and related charges of $3.0 million and $3.3 million were expensed during the first and fourth quarters of 2001, respectively. The entire first quarter charge was related to employee separations and furloughs. The fourth quarter charge was comprised of $1.8 million related to employee separations and a $1.5 million loan loss reserve for executive officer loans. Employee separation benefits under each plan were similar and included severance, medical and other benefits. As of December 31, 2001, ChipPAC completed 554 of the planned 751 employee separations and all of the furloughs planned for 2001.

F-73

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2002

      In 2002, the Company utilized $0.3 million of the restructuring reserve for reductions in workforce in its South Korean operations and wrote off executive officer loans against the related $1.5 million loan loss reserve. In 2002, the Company completed another 92 of the planned 751 employee separations. Cumulatively the Company completed 646 of the planned 751 employee separations at December 31, 2002. Due to stronger than expected performance from the South Korean subsidiary and the sale of its plating line in Korea which had been planned to be shut down, reserve releases in the amount of $1.3 million were credited to restructuring charges in the statement of operations for the year ended December 31, 2002. There are no further terminations or other restructuring activities planned for which amounts were reserved in 2001. This credit of $1.3 million was reduced by a restructuring action in the Malaysian plant in which $0.6 million was incurred to terminate 30 employees. This action was not included in the 2001 reserves.

2003

      During the year ended December 31, 2003, restructuring plans were executed to realign the Company’s organization and reduce operating costs to better align the Company’s expenses with revenue. As of December 31, 2003, the Company had a total reduction of 252 personnel related to the restructuring. Restructuring and related charges of $2.0 million were expensed during the year ended December 31, 2003.

      Components of accrued restructuring costs and amounts charged for restructuring as of December 31, 2003 were as follows (in thousands):

	Beginning					December 31,								December 31,							December 31,
	Accrual		Expenditures			2001		Adjustments			Expenditures			2002		Accrual		Expenditures			2003
Employee separations	$	4,732	$	(3,100	)	$	1,632	$	(1,283	)	$	(349	)	$	—	$	1,957	$	(1,458	)	$	499
Loan loss reserve		1,500		—			1,500		—			(1,500	)		—		—		—			—
	$	6,232	$	(3,100	)	$	3,132	$	(1,283	)	$	(1,849	)	$	—	$	1,957	$	(1,458	)	$	499

     Write-down of impaired assets

      The Company reviews property, plant and equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to be generated by an asset to its carrying value. If an asset is considered impaired, the asset is written down to fair value which is either determined based on discounted cash flows or appraised or estimated values, depending on the nature of the asset. During the year ended December 31, 2001, the Company wrote down impaired assets by $34.7 million. The asset write-down related primarily to the Company’s manufacturing assets in the assembly and test facilities in South Korea and Malaysia. The Company determined that due to excess capacity, the future expected cash flows related to equipment for certain package types would not be sufficient to recover the carrying value of the manufacturing equipment in the facility for those package types. The carrying values of these assets were written down to the estimated fair value and continued to depreciate over their remaining useful lives. There were no equivalent write-offs in the same period during 2002. During the year ended December 31, 2003, the Company wrote down impaired assets by $11.7 million. The Company determined that the expected cash flow related to certain manufacturing equipment were not sufficient to recover the carrying value of the equipment. As the result of this analysis, the carrying values of these assets were written down to the estimated fair market value and will continue to be depreciated over the remaining useful lives.

Note 8:     Earnings per Share

      Statement of Accounting Standards No. 128 requires a reconciliation of the numerators and denominators of the basic and diluted per share computations. Basic earnings per share (“EPS”) is computed by dividing net

F-74

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

income available to stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS is computed using the weighted average number of shares of common stock and all potentially dilutive shares of common stock outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and the if-converted method is used for determining the number of shares assumed issued from the conversion of the convertible subordinated notes.

      As of December 31, 2003, there were options outstanding to purchase 7.4 million shares of Class A common stock with a weighted average exercise price of $3.81, which could potentially dilute basic earnings per share in the future, but which were not included in diluted earnings per share as their effect would have been antidilutive. The Company also has outstanding $200.0 million aggregate principal amount of convertible subordinated notes, which are convertible into approximately 23.6 million shares of Class A common stock but were not included in diluted earnings per share as their effect would also have been antidilutive. Had these options and the convertible subordinated notes been included in the diluted earnings per share counts, the total of weighted average shares of Class A common stock would have been 122,471,240 shares.

      Following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for the periods presented below.

		December 31, 2001								December 31, 2002								December 31, 2003
							Per-Share								Per-Share								Per-Share
		Loss			Shares		Amount			Loss			Shares		Amount			Loss			Shares		Amount
		(In thousands, except per share amounts)
Basic EPS:
	Loss per share	$	(93,736	)		68,878	$	(1.36	)	$	(25,850	)		87,430	$	(0.30	)	$	(28,781	)		95,554	$	(0.30	)
Effect of dilutive securities:
	Stock options and warrants					—								—								—
Diluted EPS:
Loss per share		$	(93,736	)		68,878	$	(1.36	)	$	(25,850	)		87,430	$	(0.30	)	$	(28,781	)		95,554	$	(0.30	)

Note 9:     Segments and Geographic Information

      The Company is engaged in one industry segment, the packaging and testing of integrated circuits.

      The following table describes the composition of revenue by product group and test services, as a percentage of total revenue:

		Year Ended December 31,
		2001			2002			2003
Substrate			46.0	%		50.9	%		59.0	%
Lead frame			40.2			33.6			27.1
Test			13.8			15.5			13.9
	Total		100.0	%		100.0	%		100.0	%

F-75

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Revenue from unaffiliated customers is based on the geographic location of each plant’s principal place of business. The Company’s sales by geographic location of the customer were as follows (in thousands):

	December 31,
Region	2001		2002		2003
USA	$	302,405	$	323,663	$	369,102
Asia		19,722		36,367		51,503
Europe		6,574		3,636		8,584
Total	$	328,701	$	363,666	$	429,189

      The following table presents long-lived identifiable assets based on the location of the asset (in thousands):

	December 31,
Region	2002		2003
United States	$	9,079	$	16,782
British Virgin Islands		18,928		14,886
South Korea		142,630		169,745
China		103,177		100,351
Malaysia		92,840		127,660
Total	$	366,654	$	429,424

Note 10:     Senior Credit Facilities

      Under the terms of the recapitalization and merger in 1999 all short and long-term debt, loans and leases and other credit facilities existing prior to the recapitalization were terminated at the recapitalization date.

      To finance part of the recapitalization, the Company borrowed $300.0 million of new debt, comprising $150.0 million of term loans and $150.0 million of senior subordinated notes. The term loans bore interest based on the London Interbank Offered Rate (LIBOR, 1.43% at December 31, 2003) plus 4.3% and the senior subordinated notes bear interest at 12.75% per annum. In 2001, an additional $15.0 million of senior subordinated notes were issued in a private placement. As of December 31, 2003, the balances of the term loans were zero and the balance of the senior subordinated notes was $165.0 million. The senior subordinated notes mature on August 1, 2009. If a change of control occurs, the Company may be required to allow holders of the senior subordinated notes to sell the Company their notes at a purchase price of 101.0% of the principal amount of the notes, plus accrued and unpaid interest. The pending merger with ST Assembly Test Services Ltd. would constitute a change of control. Interest is payable semi-annually for the senior subordinated notes and quarterly for the term loans.

      The Company has a borrowing capacity of $50.0 million under the senior credit facilities, for working capital and general corporate purposes under the revolving credit line portion of its senior credit facilities. The revolving credit line under the senior credit facilities matures on July 31, 2005. During the year ended December 31, 2003, the Company borrowed and repaid $26.5 million against the revolving line of credit for general corporate purposes at an interest rate of 6.75% per annum. During the three month period ended December 31, 2003, the Company did not utilize any borrowings against this revolving line of credit and as of December 31, 2003, there was no outstanding balance on the revolving line of credit and the entire $50.0 million was available to the Company.

      The Company’s senior credit facilities, as amended, contain covenants restricting the Company’s operations and requiring that the Company meet specified financial tests. Beginning with the quarter ending December 31, 2002, the financial covenants consist solely of a minimum interest coverage ratio and a maximum senior leverage

F-76

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ratio based on a rolling 12 months calculation. There were no violations of the covenants under the senior credit facilities, as amended, through December 31, 2003.

      In May and June 2003, the Company issued $150.0 million of 2.5% convertible subordinated notes in a private placement and used a portion of the proceeds to payoff term loans and foreign debt. As a result of the early extinguishment of this debt, associated capitalized debt issuance costs of $1.1 million along with $0.1 million of related debt expenses were written off. In May 2002, the Company used proceeds from the secondary public offering to pay off its remaining term loans. As the result of this early extinguishment of debt, associated capitalized debt issuance costs of $3.0 million and no other related debt expenses were written off.

      Future maturities of long-term debt at December 31, 2003 were as follows (in thousands):

Year Ended December 31,
2004		—
2005		—
2006		—
2007		—
2008		150,000
2009		165,000
2010		—
2011		50,000
	$	365,000
Less current portion		—
Non current portion	$	365,000

      Substantially all assets of the ChipPAC consolidated group, with the exception of the Chinese non-guarantor entity, ChipPAC Shanghai, have been pledged as collateral under the term debt and revolving credit facilities agreement put in place on August 5, 1999. The indenture governing the 12.75% senior subordinated notes has been fully and unconditionally guaranteed, jointly and severally on a senior subordinated basis by the parent company and the guaranteeing subsidiaries. See Note 20 — Supplemental Financial Statements of Guarantor/ Non-Guarantor Entities.

Note 11:     Common Stock and Stockholders’ Equity

      A portion of certain shares sold by the Company are subject to a right of repurchase by the Company subject to vesting, which is generally over a four year period from the earlier of grant date or employee hire date, as applicable until vesting is complete. At December 31, 2003, there were 8,573 shares subject to repurchase.

      The Company currently has authorized Class A and B common stock. There are 250,000,000, $0.01 par value, shares authorized of each Class A and Class B common stock. At December 31, 2002 and 2003 there were 94,093,000 and 97,237,000 shares, respectively, of Class A common stock issued and outstanding. There were no shares of Class B common stock issued or outstanding at December 31, 2002 or 2003.

      On June 13, 2000 the Company was reincorporated in Delaware. In order to effect the reincorporation, ChipPAC, Inc., a California corporation, was merged with and into ChipPAC Delaware and as a result of which ChipPAC California ceased to exist. The Company operates its business as ChipPAC, Inc. The merger occurred immediately prior to the effectiveness of the Company’s Registration Statement on Form S-1 for its initial public offering. In the merger, each outstanding share of ChipPAC California Class A common stock was converted into one share of ChipPAC Delaware Class A common stock. Each outstanding share of ChipPAC California Class B common stock was converted into one share of ChipPAC Delaware Class B common stock. Each outstanding

F-77

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

share of ChipPAC California Class L common stock was converted into and became one share of ChipPAC Delaware Class A common stock plus an additional number of shares of ChipPAC Delaware Class A common stock which was determined by dividing a preferential distribution, based in part on the original cost of such share plus an amount which accrued daily at a rate of 12.0% per annum, compounded quarterly, by the per share price of the ChipPAC Delaware Class A common stock in the initial public offering. As a result, Class L common stockholders received 8,880,507 shares of Class A common stock.

     Initial and Secondary Public Offerings of Common Stock

      In August 2000, the Securities and Exchange Commission declared effective the Registration Statement on Form S-1 (Registration No. 333-39428) relating to the initial public offering of our Class A common stock. In connection with the closing of the initial public offering, the Company issued a total of 13,693,000 shares of Class A Common Stock for gross proceeds of $163.0 million. The total proceeds from the offering and the concurrent private placement, net of issuance costs, were $151.8 million.

      On January 30, 2002, the Company sold 10,000,000 shares of Class A common stock in an underwritten public offering for $6.00 per share. On February 14, 2002, the Company sold an additional 1,425,600 shares of Class A common stock in conjunction with the underwriter’s exercise of their over-allotment option for $6.00 per share. In connection with these sales, the Company received net proceeds of approximately $63.8 million, after deducting underwriting discounts, commissions and estimated offering expenses. Net proceeds of $62.4 million from this offering were used to pay down term loans and revolving loans. The remaining $1.3 million was used for general corporate purposes.

      On May 30, 2002, the Company sold 12,000,000 shares of Class A common stock in an underwritten public offering for $8.75 per share. In connection with these sales, the Company received net proceeds of approximately $99.2 million, after deducting underwriting discounts, commissions and estimated offering expenses. Net proceeds of $50.0 million from this offering were used to pay down term loans and revolving loans. The remaining $49.2 million was used for general corporate purposes.

Sources and Use of Funds From Issuances of Common Stock in 2002

			January			May
			Offering			Offering			Totals
			(In thousands)
Source of funds:
	Gross proceeds from issuance of common stock		$	68,554		$	105,000		$	173,554
	Less: related issuance costs			(4,768	)		(5,830	)		(10,598	)
		Net proceeds from issuance of common stock	$	63,786		$	99,170		$	162,956
Use of funds:
	Repayment of senior credit facilities		$	62,438		$	50,000		$	112,438
	General corporate purposes			1,348			49,170			50,518
			$	63,786		$	99,170		$	162,956

      In June 2002, the Company utilized $50.0 million of the public offering proceeds to extinguish term loan A and the capital expenditure loan and substantially pay down term loan B under its senior credit facilities. As a result, capitalized debt issuance costs of $3.0 million were written off and the expense is included in the results for the year ended December 31, 2002.

F-78

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Based upon quoted market prices, the fair value of our Senior Subordinated Notes as of December 31, 2002 and 2003 was $173.1 million and $181.5 million, respectively. Based upon quoted market prices, the fair value of our 2.5% Convertible Subordinated Notes as of December 31, 2003 was $188.3 million.

Note 12:     Commitments

      The Company’s executive offices in the United States of America were leased from Hyundai Electronics America (“HEA”) until May 2001. Thereafter, the Company’s executive offices were moved to Fremont, California and are currently leased from an unrelated party. The Company’s facilities in Korea are leased from HEI under non-cancelable operating lease arrangements through 2004 with an option to extend to 2009. Rent expense in the years ended December 31, 2001, 2002, and 2003 was $6.4 million, $5.0 million and $4.9 million respectively.

      Future annual minimum lease payments under noncancellable operating leases that have initial or remaining noncancellable lease terms in excess of one year at December 31, 2003 were as follows (in thousands):

Years Ended December 31,
2004	$	7,360
2005		7,014
2006		6,460
2007		6,387
2008		6,247
Thereafter		23,253
	$	56,721

      The Company is party to certain royalty and licensing agreements which have anticipated payments of $579 thousand, $331 thousand, $248 thousand and $248 thousand payable in 2004, 2005, 2006 and 2007, respectively.

      In the ordinary course of business, the Company is subject to claims and litigation, including claims that it infringes third party patents, trademarks and other intellectual property rights. Although the Company believes that it is unlikely that any current claims or actions will have a material adverse impact on its operating results on our financial position, given the uncertainty of litigation, we can not be certain of this. Moreover, the defense of claims or actions against the company even if not meritorious, could result in the expenditure of significant financial and managerial resources.

      The Company is currently party to legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these matters is not presently determinable and cannot be predicted with certainty, management does not believe that the outcome of any of these matters or any of the above mentioned legal claims will have a material adverse effect on the Company’s financial position, results of operations or cash flow.

F-79

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 13:     Related Party Transactions

	December 31,
	2001		2002
	(In thousands)
Revenue from sale of packaging and testing services to HEI group	$	4,623	$	3,367
Reimbursement for plating services provided to HEI group including margin of $2,020 and $25, respectively		6,392		4,526
Accounts receivable at year end for sales and plating services to HEI Group		417		6
Accounts payable to HEI group for common area use of facilities and Utilities		1,370		962

      The HEI group sold its entire equity investment of the Company in 2002 and was not considered a related party during the year ended December 31, 2003.

      During the years ended December 31, 2001, HEA charged $0.3 million to the Company for rent and building related taxes, insurance, and maintenance. There were no similar expenses in the year 2002 or 2003.

      At June 30, 1998, Hyundai Information Technology (“HIT”) entered into a three-year agreement with ChipPAC Korea to provide information technology services. This agreement terminated in June 2002. For the years ended December 31, 2001 and 2002, HIT charged ChipPAC Korea $0.9 million and $0.5 million, respectively.

Note 14:     2000 Equity Incentive Plan and 1999 Stock Purchase and Option Plan

      The Company adopted the 1999 Stock Purchase and Option Plan, or the “1999 Stock Plan,” which authorized the granting of stock options and the sale of Class A common stock or Class L common stock to current or future employees, directors, consultants or advisors of the Company. Under the 1999 Stock Plan, a committee of the board of directors authorized to sell or otherwise issue Class A common stock or Class L common stock at any time prior to the termination of the 1999 Stock Plan in such quantity, at such price, on such terms and subject to such conditions as established by the committee up to an aggregate of 15,500,000 shares of Class A common stock and 500,000 shares of Class L common stock, including shares of common stock with respect to which options may be granted, subject to adjustment upon the occurrence of specified events to prevent any dilution or expansion of the rights of participants that might otherwise result from the occurrence of such events. No options or stock grants have been made under the 1999 Stock Plan since the initial public offering, when the 2000 Equity Incentive Plan or “2000 Plan” became effective.

      The Company’s 2000 Plan was adopted by the board of directors and approved by the stockholders on June 14, 2000. Amendments to the 2000 Plan were adopted by the board of directors on January 30, 2001, and approved by the stockholders on March 16, 2001. The 2000 Plan provides for the grant of incentive stock options to employees (including officers and employee directors) and for the grant of nonstatutory stock options to employees, directors and consultants. A total of (1) 11,615,698 shares of common stock, (2) any shares returned to the Company’s 1999 Stock Plan as a result of termination of options and (3) annual increases to be added on the date of each annual meeting of stockholders of the Company commencing in 2001 equal to one percent of the outstanding shares of common stock, or a lesser amount as may be determined by the board of directors, have been reserved for issuance pursuant to the 2000 Plan.

      In 2003, 92,982 shares were returned from the 1999 Stock Plan and pooled into the 2000 Stock Plan. In May 2003, an additional 950,927 shares were added to the 2000 Plan as the result of the annual increase of one percent of the outstanding shares of common stock as of the annual meeting of the stockholders.

      Options are granted at the fair market value and expire up to ten years after the date of grant. Vesting occurs usually over a two to four-year period.

F-80

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes stock option activity under the 1999 Stock Plan:

		Options Available			Options			Weighted Average
1999 Option Plan		for Grant			Outstanding			Exercise Price
Balances at December 31, 2000			—			1,688,240		$	6.71
	Options repurchased		57,669			—			—
	Options cancelled		201,362			(201,362	)		6.99
	Vested options expired		22,612			(22,612	)		7.48
	Options exercised		—			(106,772	)		1.74
	Options transferred		(281,643	)		—			—
Balances at December 31, 2001			—			1,357,494		$	7.05
	Options repurchased		30,719			—			—
	Options cancelled		111,670			(111,670	)		6.33
	Vested options expired		17,924			(17,924	)		10.59
	Options exercised		—			(104,395	)		4.20
	Options transferred		(160,313	)		—			—
Balances at December 31, 2002			—			1,123,505		$	7.35
	Options repurchased		7,002			—			—
	Options cancelled		25,686			(25,686	)		11.51
	Vested options expired		60,294			(60,294	)		11.90
	Options exercised		—			(204,109	)		4.25
	Options transferred		(92,982	)		—			—
Balances at December 31, 2003			—			833,416		$	7.61

F-81

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes stock option activity under the 2000 Plan:

		Options Available			Options			Weighted Average
2000 Option Plan		for Grant			Outstanding			Exercise Price
Balances at December 31, 2000			39,469			1,250,732		$	4.93
	Options reserved		10,756,426			—			—
	1999 options transfer-in		281,643			—			—
	Options granted		(4,768,235	)		4,768,235			2.95
	Options cancelled		228,001			(228,001	)		4.81
	Vested options expired		200			(200	)		7.88
Balances at December 31, 2001			6,537,504			5,790,766		$	3.30
	Options reserved		811,081			—			—
	1999 options transfer-in		160,313			—			—
	Options granted		(334,600	)		334,600			6.02
	Options cancelled		668,865			(668,865	)		3.32
	Vested options expired		18,334			(18,334	)		8.03
	Options exercised		—			(137,540	)		2.97
Balances at December 31, 2002			7,861,497			5,300,627		$	3.46
	Options reserved		950,927			—			—
	1999 options transfer-in		92,982			—			—
	Options granted		(2,672,280	)		2,672,280			2.92
	Options cancelled		434,980			(434,980	)		3.48
	Vested options expired		53,133			(53,133	)		7.65
	Options exercised		—			(877,219	)		2.56
Balances at December 31, 2003			6,721,239			6,607,575		$	3.33

      The following table summarizes information with respect to options outstanding and exercisable at December 31, 2003:

	Options Outstanding						Options Exercisable
			Weighted		Weighted Avg.				Weighted
	Number of		Avg. Exercise		Remaining		Number of		Avg. Exercise
Exercise Price	Shares		Price		Contractual Life		Shares		Price
$0.29-0.29		74,672	$	0.29		5.9		71,812	$	0.29
1.80-2.55		3,636,823		2.29		8.6		1,424,268		1.88
2.78-4.07		2,154,396		3.48		7.2		898,706		3.34
4.59-6.14		863,393		5.69		7.3		496,665		5.56
6.90-9.52		320,243		8.43		8.0		126,926		8.59
12.60-12.75		391,464		12.63		6.5		273,447		12.63
$0.29-12.75		7,440,991	$	3.81		7.9		3,291,824	$	3.95

F-82

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The estimated weighted average fair value of options granted in 2001, 2002 and 2003 were $2.95, $6.02 and $2.92, respectively, based on the Black-Scholes option pricing model using assumptions as described below.

Employee Stock Purchase Plan

      In 2000, the Company adopted an employee stock purchase plan (“ESPP”) for the benefit of its employees. The ESPP qualified in the United States of America under section 423 of the Internal Revenue Code. Under the ESPP, substantially all employees may purchase the Company’s Class A common stock through payroll deductions at a price equal to 85.0% of the lower of the fair market value at the beginning or the end of each specified six-month offering period. Stock purchases are limited to 15.0% of an employee’s eligible compensation. During 2003, a total of 2,069,921 shares of Class A common stock at a weighted average price of $2.36 per share, were issued through the ESPP. For the year 2002, a total of 1,092,047 shares of Class A common stock at a weighted average price of $3.05 per share were issued. At December 31, 2003, 7,059,339 shares were reserved for future issuance under the ESPP.

      The estimated weighted average fair value of shares purchased under the Employee Stock Purchase Plan in 2002 and 2003 was $1.90 and $0.79, respectively.

Stock-Based Compensation

      No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect of net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to the stock-based employee compensation.

		Year Ended December 31,
		2001			2002			2003
		(In thousands, except per share
		amounts)
Net loss as reported		$	(93,736	)	$	(28,855	)	$	(28,781	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(6,130	)		(4,581	)		(4,097	)
Pro forma net loss			(99,866	)		(33,436	)		(32,878	)
Loss per share as reported:
	Basic	$	(1.36	)	$	(0.33	)	$	(0.30	)
	Diluted	$	(1.36	)	$	(0.33	)	$	(0.30	)
Pro forma loss per share:
	Basic	$	(1.45	)	$	(0.38	)	$	(0.34	)
	Diluted	$	(1.45	)	$	(0.38	)	$	(0.34	)

F-83

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      In calculating pro forma compensation, the fair value of each stock option and stock purchase right is estimated on the date of grant using the Black-Scholes option-pricing model and the following weighted average assumptions:

	Employee Stock Options December 31,
	2001		2002		2003
Dividend yield		None		None		None
Volatility		57%		56%		56%-71%
Risk-free interest rate		3.63%-4.83%		3.00%-4.57%		1.91%-2.90%
Expected lives (in years)		2-4		4		4

	Employee Stock Purchase Plan December 31,
	2001		2002		2003
Dividend yield		None		None		None
Volatility		57%		56%		56%
Risk-free interest rate		4.96%-6.33%		1.96%-2.95%		1.18%-1.65%
Expected lives (in years)		0.5		0.5		0.5

Note 15:     Income Taxes

      The components of the provision for income taxes are comprised of the following (in thousands):

			Year Ended December 31,
			2001			2002			2002
Current
	Federal		$	—		$	—		$	—
	State			1			6			5
	Foreign			941			2,115			3,190
		Total Current		942			2,121			3,195
Deferred
	Federal			3,327			—			—
	State			385			—			—
	Foreign			(2,076	)		(121	)		(1,195	)
		Total Deferred		1,636			(121	)		(1,195	)
Provision for income taxes			$	2,578		$	2,000		$	2,000

      Loss before income taxes is comprised of the following (in thousands):

	Year Ended December 31,
	2001			2002			2003
Domestic	$	(483	)	$	(2,117	)	$	(5,613	)
Foreign		(90,675	)		(24,738	)		(21,168	)
	$	(91,158	)	$	(26,855	)	$	(26,781	)

F-84

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      A summary of the composition of net deferred income tax assets (liabilities) is as follows (in thousands):

		December 31,
		2002			2003
Assets:
	Loss due to impaired assets	$	1,783		$	842
	Income recognized for tax but not for books		15,099			3,843
	Tax credits		10,691			15,230
	NOL Carryforward		6,137			7,886
	Other		2,331			2,327
Total gross deferred tax assets			36,041			30,128
Less valuation allowance			(24,188	)		(18,575	)
Net deferred tax assets			11,853			11,553
Liabilities:
	Depreciation		(18,354	)		(18,427	)
Gross deferred tax liabilities			(18,354	)		(18,427	)
Total net deferred tax asset/(liability)		$	(6,501	)	$	(6,874	)

      As of December 31, 2003, the Company established a partial valuation allowance against its gross deferred tax assets to reduce the assets to the amount the Company deemed, more likely than not, to be recoverable prior to repatriation. The Company considered, among other factors, its historical profitability, excluding effect of one-time charges, projections of future taxable income and the ability of the Company’s foreign subsidiaries to utilize their deferred tax assets. The net change in total valuation allowance as of December 31, 2003 was an increase of approximately $1.1 million. A portion of the valuation allowance was attributable to the potential tax benefit of stock based compensation totaling approximately $0.2 million in 2002 and $0.3 million in 2003. These amounts, if realized, will be credited to additional paid-in capital.

      Included in deferred tax liabilities relating to depreciation as of December 31, 2003 is an amount of $6.1 million relating to additional purchase price for the Malaysia business, which was included in non-current assets. The total net deferred tax liability is included in other long-term tax liabilities.

      Reconciliation of the statutory federal income tax to the Company’s effective tax:

	December 31,
	2001			2002			2003
Tax at federal statutory rate		35.0	%		35.0			% 35.0	%
State, net of federal benefit		0.9			2.1			0.4
Valuation allowance on net operating loss		(6.8	)		—			—
Foreign operation net difference		(31.4	)		(44.6	)		(41.4	)
Other		(0.5	)		0.1			(1.5	)
Provision for income taxes		(2.8	)%		(7.4	)%		(7.5	)%

      At December 31, 2003, the Company had approximately $15.2 million of federal and $8.5 million of state net operating loss carryforwards available to offset future taxable income, which expire in varying amounts from 2006 to 2023. Under the Tax Reform Act of 1986, the amounts of the benefits from net operating loss carryforwards may be impaired or limited in certain circumstances. Events which cause limitations in the amount

F-85

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of net operating losses that the Company may utilize in any one year, include, but are not limited to, a cumulative ownership change of more than 50.0%, as defined over a three-year period.

Note 16:     Employee Benefit Plans

Retirement and Deferred Savings Plan — United States of America

      The Company maintains a retirement and deferred savings plan for its employees (the “401(k) Plan”). The 401(k) Plan is intended to qualify as a tax qualified plan under the Internal Revenue Code. The 401(k) Plan provides that each participant may contribute up to 15.0% of tax gross compensation (up to a statutory limit). Under the 401(k) Plan, the Company is required to make contributions based on contributions made by employees. The Company’s contributions to the 401(k) Plan for the years ended December 31, 2001, 2002 and 2003 were approximately $0.2 million in each year. All amounts contributed by participants and related earnings are fully vested at all times.

Severance Benefits — Korea

      Employees and directors with more than one year of service are entitled to receive a lump-sum payment upon termination of their employment with ChipPAC Korea, based on their length of service and rate of pay at the time of termination. Accrued severance benefits are adjusted annually for all eligible employees based on their employment as of the balance sheet date.

      In accordance with the National Pension Act of South Korea, a certain portion of severance benefits has been deposited with the Korean National Pension Fund and deducted from accrued severance benefits. The amounts contributed will be refunded to employees from the National Pension Fund upon retirement. The expense for severance benefits for the years ended December 31, 2001, 2002, and 2003 amounted to approximately $2.6 million, $3.8 million and $3.6 million, respectively.

Note 17:     Contingent Liabilities

      During the quarter ended June 30, 2002, an assessment of approximately 16.0 billion Korean Won (approximately $13.4 million U.S. Dollars at December 31, 2003) was made by the Korean National Tax Service, or NTS, relating to withholding tax not collected on the loan between the Company’s subsidiaries in Korea and Hungary. The prevailing tax treaty does not require withholding on the transactions in question. The Company has appealed the assessment through the NTS’s Mutual Agreement Procedure (“MAP”) and believes that the assessment will be overturned. On July 18, 2002, the Icheon tax office of the NTS approved a suspension of the proposed assessment until resolution of the disputed assessment. The NTS required a corporate guarantee amounting to the tax assessment in exchange for the suspension. The Company complied with the guarantee request on July 10, 2002. A further assessment of 2.7 billion Won (approximately $2.3 million U.S. Dollars at December 31, 2003) was made on January 1, 2004, for the subsequent interest. The Company has applied for the MAP and obtained an approval for a suspension of the proposed assessment by providing a corporate guarantee amounting to the additional taxes. As of December 31, 2003, no accrual has been made.

Note 18:     Acquisition of Cirrus Logic Test Assets

      On June 30, 2003, the Company acquired the semiconductor test assets of Cirrus Logic, Inc. Pursuant to the Asset Purchase Agreement by and between the Company and Cirrus Logic, the Company has paid Cirrus Logic $3.5 million in cash. The terms of the acquisition of the Cirrus Logic semiconductor test assets also requires the Company to pay until June 30, 2007 additional contingent incentive payments to Cirrus Logic of up to approximately $3.8 million based on the achievement of certain milestones.

F-86

ChipPAC, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 19:     Sale of Building

      The Company sold a vacant building and land, located in its Malaysian facility to Texas Instruments Malaysia for total consideration of $5.4 million, net of expenses. The Company realized a gain of $3.9 million as a result of the sale.

Note 20: Supplemental Financial Statements of Guarantor/ Non-Guarantor Entities

      Previously, the issuer/ guarantor/ non-guarantor financial information required by Rule 3-10 of Regulation S-X was provided with respect to the guarantees of the $165.0 million of 12.75% senior subordinated notes due 2009 issued by ChipPAC International. On October 7, 2004 and December 9, 2004, the notes were repurchased, resulting in the extinguishment of the notes. Accordingly, the issuer/ guarantor/ non-guarantor financial information with respect to these notes is no longer required.

      In connection with the filing of the registration statement on Form F-3/ S-3 to register the resale of the $150.0 million of 2.5% convertible subordinated notes due 2008 issued by ChipPAC, Inc. (“CPI”) on May 28, 2003 and June 5, 2003, STATS ChipPAC Ltd., the current parent of CPI, but not any of STATS ChipPAC Ltd.’s other direct or indirect subsidiaries, provided an unconditional guarantee of these CPI notes. The condensed financial information of CPI, with its investments in subsidiaries presented under the equity method, as issuer of the 2.5% notes, has been presented in this table.

      In connection with this offering memorandum for $215.0 million of senior notes due 2011 offered by STATS ChipPAC Ltd., which will be guaranteed by all STATS ChipPAC Ltd.’s wholly-owned subsidiaries (except STATS ChipPAC Test Services (Shanghai) Co., Ltd. and STATS ChipPAC Shanghai Co., Ltd.), the condensed financial information of CPI and the other indirect Guarantor Subsidiaries have been presented in this table.

F-87

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

Year Ended December 31, 2001

(In thousands)

									Non-
						Guarantor			Guarantor
			CPI			Subsidiaries			China			Eliminations			Consolidated
Revenue
Intercompany revenue			$	27,168		$	—		$	56,338		$	(83,506	)	$	—
	Customer revenue			—			328,693			8			—			328,701
		Revenue		27,168			328,693			56,346			(83,506	)		328,701
Cost of revenue				23			328,732			52,339			(83,506	)		297,588
Gross profit				27,145			(39	)		4,007			—			31,113
Operating expenses:
	Selling, general and administrative			19,378			8,430			3,391			—			31,199
	Research and development			4,364			9,859			—			—			14,223
	Restructuring, write-down of impaired assets and other charges			1,760			36,855			2,305			—			40,920
	Total operating expenses			25,502			55,144			5,696			—			86,342
Operating income (loss)				1,643			(55,183	)		(1,689	)		—			(55,229	)
Non-operating (income) expenses
	Interest expense			2,249			66,028			3,440			(34,503	)		37,214
	Interest income			(146	)		(34,962	)		(83	)		34,503			(688	)
	Loss from investment in Subsidiaries			89,413			4,983			—			(94,396	)		—
	Foreign currency gains			—			(156	)		(31	)		—			(187	)
	Other (income) expense, net			23			(401	)		(32	)		—			(410	)
Total non-operating expenses				91,539			35,492			3,294			(94,396	)		35,929
Loss before income taxes				(89,896	)		(90,675	)		(4,983	)		94,396			(91,158	)
Provision for (benefit from) income taxes				3,840			(1,262	)		—			—			2,578
Net loss			$	(93,736	)	$	(89,413	)	$	(4,983	)	$	94,396		$	(93,736	)

F-88

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2001

(In thousands)

								Non-
					Guarantor			Guarantor
		CPI			Subsidiaries			China			Eliminations			Consolidated
Cash flows from operating activities
Net loss		$	(93,736	)	$	(89,413	)	$	(4,983	)	$	94,396		$	(93,736	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization		1,821			48,211			9,877			—			59,909
	Debt issuance cost amortization		160			1,952			—			—			2,112
	Deferred tax		1,636			—			—			—			1,636
	Write-down of impaired assets		—			32,383			2,305			—			34,688
	Foreign currency gains		—			(156	)		(31	)		—			(187	)
	(Gain) loss on sale of equipment		112			(116	)		3			—			(1	)
	Equity income from investment in subsidiaries		89,413			4,983			—			(94,396	)		—
Changes in assets and liabilities:
	Intercompany accounts receivable		(51,042	)		(61,766	)		(3,862	)		116,670			—
	Accounts receivable		15			13,867			(12	)		—			13,870
	Inventories		—			8,190			579			—			8,769
	Prepaid expenses and other current assets		14			(212	)		2,403			—			2,205
	Other assets		465			2,973			(572	)		—			2,866
	Intercompany accounts payable		22			122,889			(6,241	)		(116,670	)		—
	Accounts payable		1,172			(24,889	)		99			—			(23,618	)
	Accrued expenses and other current liabilities		3,332			(15,698	)		447			—			(11,919	)
	Other long-term liabilities		(240	)		(162	)		(108	)		—			(510	)
Net cash provided by (used in) operating activities			(46,856	)		43,036			(96	)		—			(3,916	)
Cash flows from investing activities
	Acquisition of intangible assets		—			(6,156	)		—			—			(6,156	)
	Acquisition of property, plant and equipment		(4,847	)		(29,968	)		(11,577	)		—			(46,392	)
	Proceeds from sale of equipment		1,731			8,162			(8,928	)		—			965
	Malaysian acquisition, net of cash and cash equivalents acquired		—			(7,399	)		—			—			(7,399	)
	Investment in subsidiaries		—			(18,540	)		—			18,540			—
Net cash used in investing activities			(3,116	)		(53,901	)		(20,505	)		18,540			(58,982	)
Cash flows from financing activities
	Proceeds from revolving loans		—			84,633			—			—			84,633
	Repayment of revolving loans		—			(49,234	)		—			—			(49,234	)
	Net proceeds from long-term debt		51,340			27,745			—			—			79,085
	Repayment of long-term debt		—			(28,857	)		—			—			(28,857	)
	Increase in debt issuance costs		(4,520	)		—			—			—			(4,520	)
	Intercompany loan payments		—			—			18,540			(18,540	)		—
	Repayment of notes from stockholders		520			—			—			—			520
	Proceeds from common stock issuance		4,312			—			—			—			4,312
	Repurchase of common stock		(19	)		—			—			—			(19	)
Net cash provided by financing activities			51,633			34,287			18,540			(18,540	)		85,920
Net increase (decrease) in cash and cash equivalents			1,661			23,422			(2,061	)		—			23,022
Cash and cash equivalents at beginning of year			181			14,610			4,059			—			18,850
Cash and cash equivalents at end of year		$	1,842		$	38,032		$	1,998		$	—		$	41,872

F-89

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEETS

December 31, 2002

(In thousands)

									Non-
						Guarantor			Guarantor
			CPI			Subsidiaries			China			Eliminations			Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	3,653		$	25,160		$	5,360		$	—		$	34,173
	Short-term investments			10,000			—			—			—			10,000
	Intercompany accounts receivable			116,175			92,175			16,863			(225,213	)		—
	Accounts receivable, net			17			38,760			16			—			38,793
	Inventories			—			12,095			3,204			—			15,299
	Prepaid expenses and other current assets			968			2,852			1,465			—			5,285
		Total current assets		130,813			171,042			26,908			(225,213	)		103,550
	Property, plant and equipment, net			5,528			228,280			102,589			—			336,397
	Intercompany loans receivable			—			252,500			—			(252,500	)		—
	Investment in subsidiaries			33,263			57,827			—			(91,090	)		—
	Intangible assets, net			703			16,018			579			—			17,300
	Other assets			2,847			10,100			10			—			12,957
		Total assets	$	173,154		$	735,767		$	130,086		$	(568,803	)	$	470,204
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
	Intercompany accounts payable		$	960		$	200,199		$	24,054		$	(225,213	)	$	—
	Accounts payable			1,373			28,682			9,700			—			39,755
	Accrued expenses and other current liabilities			5,277			17,865			6,258			—			29,400
		Total current liabilities		7,610			246,746			40,012			(225,213	)		69,155
	Long-term debt, less current portion			—			217,887			—			—			217,887
	Convertible subordinated notes			50,000			—			—			—			50,000
	Intercompany loans payable			—			218,500			34,000			(252,500	)		—
	Other long-term liabilities			—			17,618			—			—			17,618
		Total liabilities		57,610			700,751			74,012			(477,713	)		354,660
Stockholders’ equity (deficit):
	Common stock			941			—			—			—			941
	Additional paid in capital			276,916			202,381			115,093			(317,474	)		276,916
	Receivable from stockholders			(480	)		—			—			—			(480	)
	Accumulated other comprehensive income			9,169			8,705			464			(9,169	)		9,169
	Accumulated deficit			(171,002	)		(176,070	)		(59,483	)		235,553			(171,002	)
	Total Stockholders’ equity (deficit)			115,544			35,016			56,074			(91,090	)		115,544
		Total liabilities and stockholders’ equity	$	173,154		$	735,767		$	130,086		$	(568,803	)	$	470,204

F-90

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

Year Ended December 31, 2002

(In thousands)

									Non-
						Guarantor			Guarantor
			CPI			Subsidiaries			China			Eliminations			Consolidated
Revenue
Intercompany revenue			$	27,668		$	400		$	67,503		$	(95,571	)	$	—
	Customer revenue			—			363,386			280			—			363,666
		Revenue		27,668			363,786			67,783			(95,571	)		363,666
Cost of revenue				355			340,810			62,471			(95,571	)		308,065
Gross profit				27,313			22,976			5,312			—			55,601
Operating expenses:
	Selling, general and administrative			22,666			11,609			3,884			—			38,159
	Research and development			2,771			7,339			—			—			10,110
	Restructuring, write-down of impaired assets and other charges			—			(661	)		—			—			(661	)
	Total operating expenses			25,437			18,287			3,884			—			47,608
Operating income (loss)				1,876			4,689			1,428			—			7,993
Non-operating (income) expenses
	Interest expense			4,401			55,440			3,318			(31,173	)		31,986
	Interest income			(404	)		(31,371	)		(24	)		31,173			(626	)
	Loss from investment in Subsidiaries			26,735			2,088			—			(28,823	)		—
	Foreign currency loss			—			973			56			—			1,029
	Loss from early debt extinguishment			—			3,005			—			—			3,005
	Other (income) expense, net			(4	)		(358	)		(184	)		—			(546	)
Total non-operating expenses				30,728			29,777			3,166			(28,823	)		34,848
Income (loss) before income taxes				(28,852	)		(25,088	)		(1,738	)		28,823			(26,855	)
Provision for income taxes				3			1,647			350			—			2,000
Net income (loss)			$	(28,855	)	$	(26,735	)	$	(2,088	)	$	28,823		$	(28,855	)

F-91

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2002

(In thousands)

								Non-
					Guarantor			Guarantor
		CPI			Subsidiaries			China			Eliminations			Consolidated
Cash flows from operating activities
Net income (loss)		$	(28,855	)	$	(26,735	)	$	(2,088	)	$	28,823		$	(28,855	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization		1,448			43,848			13,653			—			58,949
	Debt issuance cost amortization		380			1,901			—			—			2,281
	Deferred taxes		—			(121	)		—			—			(121	)
	Loss from early debt extinguishment		—			3,005			—			—			3,005
	Foreign currency loss		—			973			56			—			1,029
	(Gain) loss on sale of equipment		—			(88	)		38			—			(50	)
	Equity loss from investment in subsidiaries		26,735			2,088			—			(28,823	)		—
Changes in assets and liabilities:
	Intercompany accounts receivable		(57,071	)		14,030			(4,697	)		47,738			—
	Accounts receivable		13			(6,788	)		16			—			(6,759	)
	Inventories		—			(2,413	)		(405	)		—			(2,818	)
	Prepaid expenses and other current assets		(575	)		675			(870	)		—			(770	)
	Other assets		304			(725	)		6			—			(415	)
	Intercompany accounts payable		938			43,985			2,815			(47,738	)		—
	Accounts payable		(808	)		6,318			3,200			—			8,710
	Accrued expenses and other current liabilities		2,422			(1,285	)		425			—			1,562
	Other long-term liabilities		—			3,854			(56	)		—			3,798
Net cash provided by (used in) operating activities			(55,069	)		82,522			12,093			—			39,546
Cash flows from investing activities
	Purchase of short-term investments		(39,699	)		—			—			—			(39,699	)
	Proceeds from sale of short-term investments		29,699			—			—			—			29,699
	Acquisition of intangible assets		(527	)		(2,768	)		(67	)		—			(3,362	)
	Acquisition of property, plant and equipment		(218	)		(63,068	)		(15,624	)		—			(78,910	)
	Proceeds from sale of equipment		—			488			—			—			488
	Malaysian acquisition, net of cash and cash equivalents acquired		—			(6,643	)		—			—			(6,643	)
	Investment in subsidiaries		(100,000	)		(6,960	)		—			106,960			—
Net cash used in investing activities			(110,745	)		(78,951	)		(15,691	)		106,960			(98,427	)
Cash flows from financing activities
	Proceeds from revolving loans and other line of credit		—			105,596			—			—			105,596
	Repayment of revolving loans and other line of credit		—			(155,596	)		—			—			(155,596	)
	Net proceeds from long-term debt		—			16,700			—			—			16,700
	Repayment of long-term debt		—			(82,440	)		—			—			(82,440	)
	Increase in debt issuance costs		—			(703	)		—			—			(703	)
	Intercompany loan payments		—			—			—			—			—
	Intercompany capital contributions		—			100,000			6,960			(106,960	)		—
	Repayment of notes from stockholders		505			—			—			—			505
	Proceeds from common stock issuance		167,144			—			—			—			167,144
	Repurchase of common stock		(24	)		—			—			—			(24	)
Net cash provided by financing activities			167,625			(16,443	)		6,960			(106,960	)		51,182
Net increase (decrease) in cash and cash equivalents			1,811			(12,872	)		3,362			—			(7,699	)
Cash and cash equivalents at beginning of year			1,842			38,032			1,998			—			41,872
Cash and cash equivalents at end of year		$	3,653		$	25,160		$	5,360		$	—		$	34,173

F-92

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEETS

December 31, 2003

(In thousands)

									Non-
						Guarantor			Guarantor
			CPI			Subsidiaries			China			Eliminations			Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	899		$	20,746		$	3,077		$	—		$	24,722
	Short-term investments			30,036			4,950			—			—			34,986
	Intercompany accounts receivable			191,333			46,533			17,687			(255,553	)		—
	Accounts receivable, net			—			56,659			69			—			56,728
	Inventories			—			21,424			4,636			—			26,060
	Prepaid expenses and other current assets			1,190			3,970			2,251			—			7,411
		Total current assets		223,458			154,282			27,720			(255,553	)		149,907
	Property, plant and equipment, net			5,022			292,410			99,835			—			397,267
	Intercompany loans receivable			—			200,880			—			(200,880	)		—
	Investment in subsidiaries			64,095			87,677			—			(151,772	)		—
	Intangible assets, net			1,339			14,142			379			—			15,860
	Other assets			7,230			8,930			137			—			16,297
		Total assets	$	301,144		$	758,321		$	128,071		$	(608,205	)	$	579,331
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Intercompany accounts payable		$	171		$	230,852		$	24,530		$	(255,553	)	$	—
	Accounts payable			1,105			55,503			12,643			—			69,251
	Accrued expenses and other current liabilities			4,825			17,925			4,974			—			27,724
		Total current liabilities		6,101			304,280			42,147			(255,553	)		96,975
	Long-term debt			—			165,000			—			—			165,000
	Convertible subordinated notes			200,000			—			—			—			200,000
	Intercompany loans payable			—			200,880			—			(200,880	)		—
	Other long-term liabilities			—			22,313			—			—			22,313
		Total liabilities		206,101			692,473			42,147			(456,433	)		484,288
Stockholders’ equity:
	Common stock			972			—			—			—			972
	Additional paid in capital			284,849			256,381			149,093			(405,474	)		284,849
	Receivable from stockholders			(164	)		—			—			—			(164	)
	Accumulated other comprehensive income			9,169			8,705			464			(9,169	)		9,169
	Accumulated deficit			(199,783	)		(199,238	)		(63,633	)		262,871			(199,783	)
	Total Stockholders’ equity			95,043			65,848			85,924			(151,772	)		95,043
		Total liabilities and stockholders’ equity	$	301,144		$	758,321		$	128,071		$	(608,205	)	$	579,331

F-93

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

Year ended December 31, 2003

(In thousands)

								Non-
					Guarantor			Guarantor
		CPI			Subsidiaries			China			Eliminations			Consolidated
Intercompany revenue		$	26,572		$	2,141		$	72,929		$	(101,642	)	$	—
Customer revenue			—			429,031			158			—			429,189
	Total revenue		26,572			431,172			73,087			(101,642	)		429,189
Cost of revenue			567			398,396			67,978			(101,642	)		365,299
Gross profit			26,005			32,776			5,109			—			63,890
Operating expenses:
	Selling, general and administrative		21,417			13,337			3,487			—			38,241
	Research and development		2,990			8,332			339			—			11,661
	Restructuring, write-down of impaired assets and other charges		540			9,049			4,030			—			13,619
	Total operating expenses		24,947			30,718			7,856			—			63,521
Operating income (loss)			1,058			2,058			(2,747	)		—			369
Non-operating (income) expenses
	Intercompany interest expense		—			16,280			1,515			(17,795	)		—
	Interest expense		7,135			23,752			—			—			30,887
	Interest income		(624	)		(199	)		(5	)		—			(828	)
	Intercompany interest income		—			(17,795	)		—			17,795			—
	Loss from investment in Subsidiaries		23,168			4,150			—			(27,318	)		—
	Foreign currency (gain) loss		(2	)		4			33			—			35
	Loss from early debt extinguishment		—			1,182			—			—			1,182
	Gain on sale of building		—			(3,929	)		—			—			(3,929	)
	Other (income) expense, net		157			(214	)		(140	)		—			(197	)
Total non-operating expenses			29,834			23,231			1,403			(27,318	)		27,150
Loss before income taxes			(28,776	)		(21,173	)		(4,150	)		27,318			(26,781	)
Provision for income taxes			5			1,995			—			—			2,000
Net loss		$	(28,781	)	$	(23,168	)	$	(4,150	)	$	27,318		$	(28,781	)

F-94

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2003

(In thousands)

								Non-
					Guarantor			Guarantor
		CPI			Subsidiaries			China			Eliminations			Consolidated
Cash flows from operating activities
Net loss		$	(28,781	)	$	(23,168	)	$	(4,150	)	$	27,318		$	(28,781	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization		1,023			53,761			15,306			—			70,090
	Debt issuance cost amortization		936			1,280			—			—			2,216
	Foreign currency (gain) loss		(2	)		4			33			—			35
	Deferred Tax		—			(1,195	)		—			—			(1,195	)
	Write-down of impaired assets		—			7,632			4,030			—			11,662
	Loss from early debt extinguishment		—			1,182			—			—			1,182
	Gain on sale of building		—			(3,929	)		—			—			(3,929	)
	Gain on sale of equipment		(5	)		(226	)		(87	)		—			(318	)
	Equity loss from investment in subsidiaries		23,168			4,150			—			(27,318	)		—
Changes in assets and liabilities:
	Intercompany accounts receivable		(75,158	)		45,642			(824	)		30,340			—
	Accounts receivable		17			(17,899	)		(53	)		—			(17,935	)
	Inventories		—			(9,329	)		(1,432	)		—			(10,761	)
	Prepaid expenses and other current assets		(222	)		(1,201	)		786			—			(2,209	)
	Other assets		(1	)		(1,209	)		(126	)		—			(1,336	)
	Intercompany accounts payable		(789	)		30,653			476			(30,340	)		—
	Accounts payable		(268	)		26,821			2,943			—			29,496
	Accrued expenses and other current liabilities		(451	)		59			(1,284	)		—			(1,676	)
	Other long-term liabilities		2			4,319			(33	)		—			4,288
Net cash provided by (used in) operating activities			(80,531	)		117,347			14,013			—			50,829
Cash flows from investing activities
	Purchase of short-term investments		(198,616	)		(5,500	)		—			—			(204,116	)
	Proceeds from sale of short-term investments		178,580			550			—			—			179,130
	Acquisition of intangible assets		(1,147	)		(2,651	)		—			—			(3,798	)
	Acquisition of property, plant and equipment		(6	)		(114,240	)		(16,409	)		—			(130,655	)
	Proceeds from sale of building		—			5,399			—			—			5,399
	Proceeds from sale of equipment		5			668			113			—			786
	Acquisition of test assets		—			(3,625	)		—			—			(3,625	)
	Malaysian acquisition, net of cash and cash equivalents acquired		—			(3,475	)		—			—			(3,475	)
	Investment in subsidiaries		(54,000	)		(34,000	)		—			88,000			—
Net cash used in investing activities			(75,184	)		(156,874	)		(16,296	)		88,000			(160,354	)
Cash flows from financing activities
	Proceeds from revolving loans		—			27,704			—			—			27,704
	Repayment of revolving loans		—			(27,704	)		—			—			(27,704	)
	Net proceeds from long-term debt		144,861			—			—			—			144,861
	Repayment of long-term debt		—			(52,887	)		—			—			(52,887	)
	Increase in debt issuance costs		(180	)		—			—			—			(180	)
	Intercompany loan payments		—			34,000			(34,000	)		—			—
	Intercompany capital contributions		—			54,000			34,000			(88,000	)		—
	Repayment of notes from stockholders		316			—			—			—			316
	Proceeds from common stock issuance		7,966			—			—			—			7,966
	Repurchase of common stock		(2	)		—			—			—			(2	)
Net cash provided by financing activities			152,961			35,113			—			(88,000	)		100,074
Net increase (decrease) in cash and cash equivalents			(2,754	)		(4,414	)		(2,283	)		—			(9,451	)
Cash and cash equivalents at beginning of year			3,653			25,160			5,360			—			34,173
Cash and cash equivalents at end of year		$	899		$	20,746		$	3,077		$	—		$	24,722

F-95

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON

FINANCIAL STATEMENT SCHEDULE

      To the Board of Directors of ChipPAC, Inc.:

      Our audits of the consolidated financial statements referred to in our report dated February 19, 2004 appearing in this Offering Memorandum of STATS ChipPAC Ltd. also included an audit of the accompanying financial statement schedule. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 19, 2004

F-96

ChipPAC, Inc.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

			Additions
	Balance at		Charged to
	Beginning of		Costs and					Balance at
Year Ended December 31,	Year		Expenses		Deductions			End of Year
	(In thousands)
2001
Allowance for Doubtful Receivables	$	972		—	$	(523	)	$	449
2002
Allowance for Doubtful Receivables		449		36		(94	)		391
2003
Allowance for Doubtful Receivables		391		260		(77	)		574

F-97

ChipPAC, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

			December 31,			June 30,
			2003			2004
ASSETS
Current assets:
	Cash and cash equivalents		$	24,722		$	22,151
	Short-term investments			34,986			275
	Accounts receivable, less allowances for doubtful accounts of $574 and $725			56,728			71,907
	Inventories			26,060			32,256
	Prepaid expenses and other current assets			7,411			6,672
		Total current assets		149,907			133,261
	Property, plant and equipment, net			397,267			458,297
	Intangible assets, net			15,860			15,407
	Other assets			16,297			18,202
		Total assets	$	579,331		$	625,167
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Line of credit		$	—		$	8,709
	Accounts payable			69,251			85,170
	Accrued expenses and other current liabilities			27,724			30,988
	Current portion of capital lease obligations			—			2,437
		Total current liabilities		96,975			127,304
	Long-term debt			165,000			165,000
	Convertible subordinated notes			200,000			200,000
	Capital lease obligations, less current portion			—			4,983
	Other long-term liabilities			22,313			22,700
		Total liabilities		484,288			519,987
Stockholders’ equity:
	Preferred stock — par value $0.01 per share; 10,000,000 shares authorized, no shares issued or outstanding at December 31, 2003 and June 30, 2004			—			—
	Common stock, Class A — par value $0.01 per share; 250,000,000 shares authorized, 97,237,000 and 98,547,000 shares issued and outstanding at December 31, 2003 and June 30, 2004, respectively			972			985
	Common stock, Class B — par value $0.01 per share; 250,000,000 shares authorized, no shares issued or outstanding at December 31, 2003 and June 30, 2004			—			—
	Additional paid-in capital			284,849			289,973
	Receivables from stockholders			(164	)		(104	)
	Accumulated other comprehensive income			9,169			9,905
	Accumulated deficit			(199,783	)		(195,579	)
		Total stockholders’ equity		95,043			105,180
		Total liabilities and stockholders’ equity	$	579,331		$	625,167

The accompanying notes are an integral part of these financial statements.

F-98

ChipPAC, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

			For the						For the
			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2003			2004			2003			2004
Revenue			$	106,844		$	142,533		$	195,412		$	269,481
Cost of revenue				90,257			114,571			168,784			218,534
Gross profit				16,587			27,962			26,628			50,947
Operating expenses:
	Selling, general and administrative			8,465			9,819			17,931			18,965
	Research and development			3,106			3,007			5,960			5,991
	Merger-related charges			—			1,405			—			4,735
		Total operating expenses		11,571			14,231			23,891			29,691
Operating income				5,016			13,731			2,737			21,256
Non-operating (income) expenses:
	Interest expense			7,622			7,920			14,890			15,566
	Interest income			(190	)		(145	)		(309	)		(260	)
	Foreign currency (gains) losses			438			(81	)		216			364
	Write-off of debt issuance costs and other related expenses			1,182			—			1,182			—
	Other income, net			(74	)		(173	)		(116	)		(360	)
		Total non-operating expenses		8,978			7,521			15,863			15,310
Income (loss) before income taxes				(3,962	)		6,210			(13,126	)		5,946
Provision for income taxes				500			1,242			1,000			1,742
		Net income (loss)	$	(4,462	)	$	4,968		$	(14,126	)	$	4,204
Net income (loss) per share (Note 4)
	Basic		$	(0.05	)	$	0.05		$	(0.15	)	$	0.04
	Diluted		$	(0.05	)	$	0.05		$	(0.15	)	$	0.04
Weighted average shares used in per share calculation:
	Basic			95,076			98,456			94,742			98,061
	Diluted			95,076			101,597			94,742			101,707

The accompanying notes are an integral part of these financial statements.

F-99

ChipPAC, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

		For the Six Months
		Ended June 30,
		2003			2004
Cash flows from operating activities
Net income (loss)		$	(14,126	)	$	4,204
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization		33,149			41,022
	Debt issuance cost amortization		960			1,263
	Foreign currency losses		216			364
	Write-off of debt issuance cost and other related expenses		1,182			—
	Gain on sale of equipment		(127	)		(385	)
Changes in assets and liabilities:
	Accounts receivable		(4,617	)		(15,179	)
	Inventories		(5,299	)		(6,196	)
	Prepaid expenses and other current assets		(2,100	)		1,475
	Other assets		(1,510	)		(3,168	)
	Accounts payable		16,814			15,919
	Accrued expenses and other current liabilities		(3,412	)		3,264
	Other long-term liabilities		1,638			23
Net cash provided by operating activities			22,768			42,606
Cash flows from investing activities
Purchase of short-term investments			(55,978	)		(15,549	)
Proceeds from sale of short-term investments			7,998			50,260
Acquisition of intangible assets			(1,815	)		(2,281	)
Acquisition of property and equipment			(44,800	)		(91,945	)
Proceeds from sale of equipment			160			784
Acquisition of test asset			—			(125	)
Malaysian acquisition, net of cash and cash equivalents acquired			(3,475	)		—
Net cash used in investing activities			(97,910	)		(58,856	)

F-100

ChipPAC, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

(In thousands)

(Unaudited)

		For the Six Months
		Ended June 30,
		2003			2004
Cash flows from financing activities
Proceeds from revolving loans and other lines of credit			27,354			37,809
Repayment of revolving loans and other lines of credit			(27,354	)		(29,100	)
Net proceeds from long-term debt			144,861			—
Repayment of long-term debt			(52,887	)		—
Repayment of capital lease			—			(227	)
Repayment of notes from stockholders			207			60
Proceeds from common stock issuance			2,511			5,137
Net cash provided by financing activities			94,692			13,679
Net (decrease) increase in cash			19,550			(2,571	)
Cash and cash equivalents at beginning of period			34,173			24,722
Cash and cash equivalents at end of period		$	53,723		$	22,151
Supplemental disclosure of non cash investing and financing activities
	Acquisition of property and equipment from capital lease	$	—		$	(7,647	)

The accompanying notes are an integral part of these financial statements.

F-101

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended June 30, 2004

(Unaudited)

Note 1: Interim Statements

      In the opinion of management of ChipPAC, Inc. (“ChipPAC” or the “Company”), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial information included therein. This financial data should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2003 included in ChipPAC’s 2003 Annual Report on Form 10-K. The accompanying unaudited condensed consolidated financial statements include the accounts of ChipPAC, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

      The results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for any other period or the fiscal year that ends on December 31, 2004. The interim period ended on June 27, 2004, the Sunday nearest June 30th.

Pending Merger

      On February 10, 2004, the Company signed a definitive agreement for the merger of a wholly-owned subsidiary of ST Assembly Test Ltd, or STATS, with ChipPAC in a stock-for-stock transaction. If the merger is consummated, the Company will become a wholly owned subsidiary of STATS. Under the terms of the agreement, ChipPAC stockholders will receive 0.87 STATS American Depositary Shares, or ADSs, for each share of ChipPAC Class A common stock. Following the consummation of the merger, STATS and ChipPAC stockholders will own approximately 54% and 46% of the combined company, respectively, on a fully-converted basis. The new company is proposed to be named STATS ChipPAC Ltd. and will be headquartered in Singapore.

      Consummation of the merger is subject to certain conditions, including approval by ChipPAC and STATS stockholders and other customary conditions. On March 19, 2004, the Company received early termination of the waiting period under the Hart-Scott-Rodino Act. On July 6, 2004, the Company received a favorable private letter ruling from the U.S. Internal Revenue Service notifying that the exchange of ChipPAC Class A common stock for STATS American Depositary Shares in the pending merger involving the two companies will not result in the recognition of a gain under Section 367 of the U.S. Internal Revenue Code, as amended. The early termination of the waiting period under the Hart-Scott-Rodino Act and the receipt of the private letter ruling satisfy some of the closing conditions of the merger. A vote of the majority of the Company’s outstanding Class A common stock will be required to approve the merger. A special stockholders meeting will be held on August 4, 2004. The Company’s board of directors has voted to approve the transaction and recommend that our stockholders vote to approve the merger. The transaction is expected to close August 4, 2004 (Pacific time)(which is August 5, 2004 (Singapore time)). There can be no assurance that the conditions of the merger will be satisfied or that the merger will close in the expected time frame or at all. Additional information, including a discussion of the background and the Company’s reasons for the merger, is included in the proxy statement/prospectus mailed to stockholders on or about July 7, 2004. The information in this report does not consider the impact of this proposed merger on the Company and its stockholders.

      The Company expects it’s share of the total estimated costs of the merger to be approximately $25.4 million and all related expenses are expensed as incurred. As of June 30, 2004, $4.7 million of costs related to the merger had been incurred and $1.4 million were expensed during the quarter. The remaining balance of the estimated cost of merger is mainly related to advisory fees to be paid after consummation of the merger. If our proposed merger with STATS is terminated under certain circumstances, we may be required to pay STATS a termination fee of $40 million.

F-102

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Quarter Ended June 30, 2004

(Unaudited)

Additional Information About the Proposed Merger and Where to Find It

      STATS and ChipPAC have filed with the SEC a proxy statement/prospectus and other relevant materials in connection with the proposed merger (the “Merger”) involving STATS and ChipPAC pursuant to the terms of an Agreement and Plan of Merger and Reorganization among STATS and ChipPAC Merger, Inc., a wholly owned subsidiary of STATS, and ChipPAC. A shareholders’ circular issued by STATS has been mailed to the shareholders of STATS and the proxy statement/prospectus has been mailed to the stockholders of ChipPAC. Investors and security holders of STATS and ChipPAC are urged to read the STATS shareholders’ circular and the ChipPAC proxy statement/prospectus and the other relevant materials because they contain important information about STATS, ChipPAC and the proposed Merger. The proxy statement/prospectus and other relevant materials, and any other documents filed by STATS or ChipPAC with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by STATS by contacting STATS Investor Relations in the United States at telephone (408) 586-0608 or email daviesd@statsus.com, or in Singapore at telephone (65) 6824-7705 or email angelaine@stats.st.com.sg. Investors and security holders may obtain free copies of the documents filed with the SEC by ChipPAC by contacting ChipPAC Investor Relations, ChipPAC Incorporated, 47400 Kato Road, Fremont, CA 94538, telephone (510) 979-8220 or email ir@chippac.com or David Pasquale at telephone (646) 536-7006 or email dpasquale@theruthgroup.com. Investors and security holders of STATS and ChipPAC are urged to read the STATS shareholders’ circular, the proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed Merger.

      STATS, ChipPAC and certain of each of their executive officers and directors may be deemed to be participants in the solicitation of proxies of ChipPAC’s stockholders in connection with the proposed Merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of such persons in the solicitation by reading the proxy statement/prospectus statement.

Stock-Based Compensation

      The Company’s employee stock option plan and employee stock purchase plan are accounted for in accordance with Accounting Principles Board No. 25, “Accounting for Stock Issued to Employees” and related interpretations and comply with the disclosure provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”) and Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation, Transition and Disclosure”. Accordingly, no compensation expense has been recognized for the Company’s stock option and purchase plan activity as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. If compensation expense had been determined based on the grant date fair

F-103

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Quarter Ended June 30, 2004

(Unaudited)

value for awards, in accordance with the provisions of SFAS No. 123, the Company’s net loss and loss per share would have been adjusted to the pro forma amounts indicated below:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2003			2004		2003			2004
	(In thousands, except per share amounts)
Net income (loss) as reported	$	(4,462	)	$	4,968	$	(14,126	)	$	4,204
Deduct: Total stock-based employee compensation expenses determined under fair value method for all awards, net of related tax effects		537			1,201		1,117			1,912
Pro forma net income (loss)	$	(4,999	)	$	3,767	$	(15,243	)	$	2,292
Net income (loss) per share as reported:
Basic	$	(0.05	)	$	0.05	$	(0.15	)	$	0.04
Diluted	$	(0.05	)	$	0.05	$	0.15	)	$	0.04
Pro forma net income (loss) per share:
Basic	$	(0.05	)	$	0.04	$	(0.16	)	$	0.02
Diluted	$	(0.05	)	$	0.04	$	(0.16	)	$	0.02
Weighted average shares used in per share calculation:
Basic		95,076			98,456		94,742			98,061
Diluted		95,076			101,597		94,742			101,707

      The following assumptions were used to determine the pro forma impact of accounting for stock options issued during the three months ended June 30, 2003 and 2004: (1) risk-free interest rates of 2.5% and 3.1%, respectively, (2) dividend yield of 0.0%, (3) expected life of four years, and (4) volatility of 58.4% and 71.0%, respectively.

Other Comprehensive Income

      The Company accounts for derivative financial instruments in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No.133”), as amended by Statement of Financial Accounting Standards No. 138, “Accounting for Certain Instruments and Certain Hedging Activities” and as further amended by Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. The Company records derivative financial instruments in the consolidated financial statements at fair value. Changes in the fair values of derivative financial instruments are either recognized in earnings or in stockholders’ equity as a component of other comprehensive income depending on whether the derivative financial instrument qualifies for hedge accounting as defined by SFAS No.133. Changes in fair value of derivatives qualifying for hedge accounting are recorded in stockholders’ equity as a component of other comprehensive income, and are reclassified to the income statement in the same period when hedged transactions are recognized in earnings. Changes in fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur.

      In February 2004, the Company entered into a series of foreign currency forward contracts with Korea Exchange Bank. The total forward contracts of $55.0 million have been structured such that two contracts of $5.0 million in total will be settled each month from February to December 2004. The purpose of the forward contracts is to hedge the first $5.0 million of monthly operating expenses denominated in South Korean Won in

F-104

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Quarter Ended June 30, 2004

(Unaudited)

order to limit the exposure to fluctuations in the foreign currency exchange rate against the U.S. Dollar. All forward contracts qualify for hedge accounting as defined by SFAS No.133. During the three months ended June 30, 2004, the Company recorded a realized gain of $0.2 million in the income statement. At June 30, 2004, the Company recorded unrealized gains of $0.55 million in other comprehensive income.

      In June 2004, the Company entered into a series of foreign currency forward contracts with Southern Bank Bhd. The total forward contracts of $39.5 million have been structured such that two contracts of either $5.5 million or $6.0 million in total will be settled each month from June to December 2004. The purpose of the forward contracts is to hedge the first $5.5 million to $6.0 million of monthly operating expenses denominated in Malaysian Ringgit in order to limit the exposure to fluctuations in the foreign currency exchange rate against the U.S. Dollar. All forward contracts qualify for hedge accounting as defined by SFAS No.133. During the three months ended June 30, 2004, the Company recorded a realized gain of $0.01 million in the income statement. At June 30, 2004, the Company recorded unrealized gains of $0.19 million in other comprehensive income.

      The components of accumulated other comprehensive income on December 31, 2003 and June 30, 2004 were comprised of the following (in thousands):

	December 31, 2003		June 30, 2004
Cumulative translation adjustments prior to the change of functional currency to the US dollar	$	9,169	$	9,169
Unrealized gains on hedging instruments		—		736
Total accumulated other comprehensive income	$	9,169	$	9,905

      Comprehensive income for the three months ended June 30, 2003 and 2004 were as follows (in thousands):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2003			2004		2003			2004
Net income (loss)	$	(4,462	)	$	4,968	$	(14,126	)	$	4,204
Unrealized gains on hedging instruments		—			255		—			736
Comprehensive income (loss)	$	(4,462	)	$	5,223	$	(14,126	)	$	4,940

Note 2:     Selected Balance Sheet Accounts

      The components of inventories were as follows (in thousands):

	December 31, 2003		June 30, 2004
Raw materials	$	20,029	$	25,837
Work in process		4,761		5,870
Finished goods		1,270		549
	$	26,060	$	32,256

F-105

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Quarter Ended June 30, 2004

(Unaudited)

      Property, plant and equipment were comprised of the following (in thousands):

	December 31, 2003			June 30, 2004
Land use rights	$	11,171		$	11,171
Buildings and improvements		70,330			73,990
Equipment		621,327			684,476
		702,828			769,637
Less accumulated depreciation and amortization		(305,561	)		(311,340	)
	$	397,267		$	458,297

      Other assets were comprised of the following (in thousands):

	December 31, 2003		June 30, 2004
Deposits	$	925	$	919
Long-term, non-executive, employee loans		1,020		1,131
Debt issuance costs, net of amortization of $5,332 and $6,595		12,134		10,871
Other		2,218		5,281
	$	16,297	$	18,202

      Intangible assets were comprised of the following (in thousands):

	December 31, 2003						June 30, 2004
			Accumulated		Net				Accumulated		Net
	Gross Assets		Amortization		Assets		Gross Assets		Amortization		Assets
Intellectual property	$	16,884	$	7,310	$	9,574	$	17,379	$	8,499	$	8,880
Software and software development		17,313		11,194		6,119		19,100		12,708		6,392
Licenses		4,497		4,330		167		4,497		4,362		135
	$	38,694	$	22,834	$	15,860	$	40,976	$	25,569	$	15,407

      Amortization expense for intangible assets is summarized as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2003		2004		2003		2004
Intellectual property	$	579	$	595	$	1,141	$	1,189
Software and software development		630		773		1,246		1,514
Licenses		160		16		296		32
	$	1,369	$	1,384	$	2,683	$	2,735

F-106

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Quarter Ended June 30, 2004

(Unaudited)

      Intangible assets are being amortized over estimated useful lives of three to seventeen years. Estimated future amortization expense is summarized as follows (in thousands):

July 1, 2004 to December 31, 2004	$	2,879
2005		5,110
2006		3,971
2007		1,737
2008		355
Thereafter		1,355
Total	$	15,407

      Accrued expenses and other liabilities were comprised of the following (in thousands):

	December 31,
	2003
			June
			30, 2004
Payroll and related items	$	14,150	$	15,001
Interest payable		9,311		9,103
Other expenses		4,263		6,884
	$	27,724	$	30,988

Note 3:     Line of Credit and Other Bank Borrowings

Lines of Credit

      The Company has a borrowing capacity of $50.0 million for working capital and general corporate purposes under the revolving credit line portion of its senior credit facility. The revolving credit line under the senior credit facility matures on July 31, 2005. During the three month period ended June 30, 2004, the Company borrowed and repaid against the revolving line of credit $11.0 million at an interest rate of 5.75% per annum. As of June 30, 2004, there was no outstanding balance on the revolving line of credit and the entire $50.0 million was available to the Company.

      During the three months ended June 30, 2004, the Company cancelled a line of credit with Korean Exchange Bank for $4.0 million and increased the existing line of credit with Cho Hung Bank from $8.0 million to $20.0 million. During the three months ended June 30, 2004, $8.7 million was borrowed against this credit facility and as of June 30, 2004, $8.7 million remains outstanding. Interest on this credit line is at Libor plus 0.3% annum. The Libor rates on the borrowings range from 1.8% to 2.6% and the interest rates for the borrowings range from 2.1% to 2.9%.

      The Company has two separate overdraft lines of credit with Korean Exchange Bank and Cho Hung Bank, with credit limits of 1.0 billion South Korean Won (approximately $0.87 million U.S. Dollars at June 30, 2004) and 2.0 billion South Korean Won (approximately $1.74 million U.S. Dollars at June 30, 2004), respectively. During the three month period ended June 30, 2004, no borrowings were made against either of these lines of credit. Both agreements are subject to an annual review by Korean Exchange Bank and Cho Hung Bank for the continued use of the credit line facility.

      The Company also has a line of credit with Southern Bank Bhd in Malaysia. This credit line has a limit of $0.5 million per borrowing at the interest rate of 6.9% per annum . It is available for general corporate purposes. During the three months ended June 30, 2004, the Company did not use this line of credit and there was no outstanding balance on this loan.

F-107

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Quarter Ended June 30, 2004

(Unaudited)

      During the three months ended June 30, 2004, the Company’s South Korean subsidiary entered into a capital lease agreement with a third party which allows the acquisition of lease equipment with a pre-approved credit line of approximately $20 million. Each scheduled equipment purchase under the master lease is for a period of 36 months. The first scheduled equipment purchased under the capital lease agreement had a capitalized cost of $7.6 million. The commencement date of this equipment schedule was June 4, 2004 and rent is due in advance in the amount of $0.2 million per month.

Total Borrowings

      As of June 30, 2004, the Company’s total debt outstanding consisted of $373.7 million of borrowings, which was comprised of $165.0 million of 12.75% senior subordinated notes, $50.0 million of 8.0% convertible subordinated notes, $150.0 million of 2.5% convertible subordinated notes and $8.7 million on the foreign line of credit with rates ranging from 2.1% to 2.9%.

Note 4:     Earnings Per Share

      Statement of Financial Accounting Standards No. 128 requires a reconciliation of the numerators and denominators of the basic and diluted per share computations. Basic earnings per share (“EPS”) are computed by dividing net income (loss) available to stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. Diluted EPS is computed using the weighted average number of shares of common stock and all potentially dilutive shares of common stock outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased with the proceeds from the exercise of stock options and the if-converted method is used for determining the number of shares assumed issued from the conversion of the convertible subordinated notes.

      As of June 30, 2004, the calculation of diluted EPS includes weighted average dilutive options of 3.1 million shares. For both three and six months ended June 30, 2004, the Company’s $150.0 million convertible subordinated notes which are convertible into approximately 18.6 million shares of Class A common stock at $8.06 per share were not added to the denominator as it was anti-dilutive using the if-converted method and the Company’s $50.0 million convertible subordinated notes which are convertible into approximately 5.0 million shares of Class A common stock at $9.96 per share also were not added to the denominator as it was anti-dilutive using the if-converted method. For the same periods ended in 2003, both of these notes were not included in diluted EPS as their effect would also have been anti-dilutive due to the net loss. In addition, stock options to purchase 3.8 million shares were excluded from the diluted EPS because they were anti-dilutive.

      The if-converted method is performed on each convertible subordinated note independently to determine the dilutive or antidilutive effect on EPS by the convertible note. The if-converted method adds back to the net income or loss the associated debt issuance amortization, net of tax effect and interest expense, net of tax effect and divides the resulting adjusted net income or loss by the total weighted average number of shares of common stock including the potentially dilutive shares of common stock assumed by conversion of the convertible note.

F-108

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Quarter Ended June 30, 2004

(Unaudited)

      The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for the periods presented below.

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2003			2004		2003			2004
Net income (loss) per share	$	(4,462	)	$	4,968	$	(14,126	)	$	4,204
Adjusted net income (loss) per share	$	(4,462	)	$	4,968	$	(14,126	)	$	4,204
Weighted average number of common shares outstanding (basic)		95,076			98,456		94,742			98,061
Weighted average dilutive stock options		—			3,141		—			3,646
Weighted average number of common and common equivalent shares outstanding (diluted)		95,076			101,597		94,742			101,707

Note 5:     Contingent Liabilities

      During the quarter ended June 30, 2002, an assessment of approximately 16.0 billion South Korean Won (approximately $13.9 million U.S. Dollars at June 30, 2004) was made by the South Korean National Tax Service, or NTS, relating to withholding tax not collected on the interest income on the loan between the Company’s subsidiaries in South Korea and Hungary for the period from 1999 to September 2001. The prevailing tax treaty does not require withholding on the transactions in question. The Company has appealed the assessment through the NTS’s Mutual Agreement Procedure (“MAP”) and believes that the assessment will be overturned. On July 18, 2002, the Icheon tax office of the NTS approved a suspension of the proposed assessment until resolution of the disputed assessment. The NTS required a corporate guarantee amounting to the tax assessment in exchange for the suspension. The Company complied with the guarantee request on July 10, 2002. A further assessment of 2.7 billion South Korean Won (approximately $2.3 million U.S. Dollars at June 30, 2004) was made on January 9, 2004, for the interest from October 2001 to May 2002. The Company has applied for the MAP and obtained an approval for a suspension of the proposed assessment by providing a corporate guarantee amounting to the additional taxes. The Company does not believe that the outcome of the resolution of this matter will have a material adverse effect on its financial position, results of operations or cash flows. As of June 30, 2004, no accrual has been made.

Note 6: Subsequent events

     Merger with STATS

      On February 10, 2004, the Company signed a definitive agreement for the merger of a wholly-owned subsidiary of STATS with ChipPAC, Inc. in a stock-for-stock transaction. On August 5, 2004, ChipPAC consummated the merger and ChipPAC became a wholly owned subsidiary of STATS. Pursuant to the terms of the merger agreement, former ChipPAC stockholders received 0.87 STATS ADS, and cash in lieu of fractional ADSs that otherwise would have been issued, for each share of ChipPAC Class A common stock. In the merger, STATS issued to former ChipPAC stockholders approximately 86.19 million ADSs, which represents approximately 861.88 million of STATS ordinary shares, par value S$0.25 each. Upon the consummation of the merger, STATS and ChipPAC stockholders owned approximately 56.0% and 44.0% of the Company, respectively, on a total share outstanding basis as of August 3, 2004. As a result of the merger, the name of the Company was changed to “STATS ChipPAC Ltd.”

F-109

ChipPAC, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Quarter Ended June 30, 2004

(Unaudited)

Note 7: Supplemental Financial Statements of Guarantor/ Non-Guarantor Entities

      Previously, the issuer/ guarantor/ non-guarantor financial information required by Rule 3-10 of Regulation S-X was provided with respect to the guarantees of the $165.0 million of 12.75% senior subordinated notes due 2009 issued by ChipPAC International. On October 7, 2004 and December 9, 2004, the notes were repurchased, resulting in the extinguishment of the notes. Accordingly, the issuer/ guarantor/ non-guarantor financial information with respect to these notes is no longer required.

      In connection with the filing of the registration statement on Form F-3/ S-3 to register the resale of the $150.0 million of 2.5% convertible subordinated notes due 2008 issued by ChipPAC, Inc. (“CPI”) on May 28, 2003 and June 5, 2003, STATS ChipPAC Ltd., the current parent of CPI, but not any of STATS ChipPAC Ltd.’s other direct or indirect subsidiaries, provided an unconditional guarantee of these CPI notes. The condensed financial information of CPI, with its investments in subsidiaries presented under the equity method, as issuer of the 2.5% notes, has been presented in this table.

      In connection with this offering memorandum for $215.0 million of senior notes due 2011 offered by STATS ChipPAC Ltd., which will be guaranteed by all STATS ChipPAC Ltd.’s wholly-owned subsidiaries (except STATS ChipPAC Test Services (Shanghai) Co., Ltd. and STATS ChipPAC Shanghai Co., Ltd.), the condensed financial information of CPI and the other indirect Guarantor Subsidiaries have been presented in this table.

F-110

ChipPAC, Inc.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2003

(In thousands)

(Unaudited)

									Non-
						Guarantor			Guarantor
			CPI			Subsidiaries			China			Eliminations			Consolidated
Intercompany revenue			$	12,745		$	750		$	36,152		$	(49,647	)	$	—
Customer revenue				—			195,368			44			—			195,412
				12,745			196,118			36,196			(49,647	)		195,412
Cost of revenue				283			185,352			32,796			(49,647	)		168,784
Gross profit				12,462			10,766			3,400			—			26,628
Operating expenses:
	Selling, general and administrative			10,117			6,158			1,656			—			17,931
	Research and development			1,590			4,208			162			—			5,960
		Total operating expenses		11,707			10,366			1,818			—			23,891
Operating income				755			400			1,582			—			2,737
Non-operating (income) expenses
	Inter-company interest expense			—			8,127			1,515			(9,642	)		—
	Interest expense			2,547			12,343			—			—			14,890
	Interest income			(213	)		(94	)		(2	)		—			(309	)
	Inter-company interest income			—			(9,642	)		—			9,642			—
	(Income) loss from investment in subsidiaries			12,493			(157	)		—			(12,336	)		—
	Foreign currency loss			—			201			15			—			216
	Write-off of debt issuance costs and other related expenses			—			1,182			—			—			1,182
	Other (income) expenses, net			50			(63	)		(103	)		—			(116	)
		Total non-operating (income) expense		14,877			11,897			1,425			(12,336	)		15,863
Income (loss) before income taxes				(14,122	)		(11,497	)		157			12,336			(13,126	)
Provision for income taxes				4			996			—			—			1,000
	Net income (loss)		$	(14,126	)	$	(12,493	)	$	157		$	12,336		$	(14,126	)

F-111

ChipPAC, Inc.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2003

(In thousands)

(Unaudited)

								Non-
					Guarantor			Guarantor
		CPI			Subsidiaries			China			Eliminations			Consolidated
Cash flows from operating activities
Net income (loss)		$	(14,126	)	$	(12,493	)	$	157		$	12,336		$	(14,126	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization		517			25,031			7,601			—			33,149
	Debt issuance cost amortization		248			712			—			—			960
	Foreign currency loss		—			201			15			—			216
	Write-off of debt issuance cost and other related expenses		—			1,182			—			—			1,182
	Gain on sale of equipment		(5	)		(64	)		(58	)		—			(127	)
	Equity income (loss) from investment in subsidiaries		12,493			(157	)		—			(12,336	)		—
Changes in assets and liabilities:
	Intercompany accounts receivable		(16,063	)		42,888			(2,553	)		(24,272	)		—
	Accounts receivable		17			(4,624	)		(10	)		—			(4,617	)
	Inventories		—			(4,323	)		(976	)		—			(5,299	)
	Prepaid expenses and other current assets		196			(2,886	)		590			—			(2,100	)
	Other assets		(323	)		(1,190	)		3			—			(1,510	)
	Intercompany accounts payable		(909	)		(23,441	)		78			24,272			—
	Accounts payable		(196	)		16,887			123			—			16,814
	Accrued expenses and other current liabilities		(2,005	)		(304	)		(1,103	)		—			(3,412	)
	Other long-term liabilities		—			1,653			(15	)		—			1,638
Net cash provided by (used in) operating activities			(20,156	)		39,072			3,852			—			22,768
Cash flows from investing activities
	Purchase of short-term investments		(55,978	)		—			—			—			(55,978	)
	Proceeds from sale of short-term investments		7,998			—			—			—			7,998
	Acquisition of intangible assets		(300	)		(1,515	)		—			—			(1,815	)
	Acquisition of property and equipment		85			(37,824	)		(7,061	)		—			(44,800	)
	Proceeds from sale of equipment		5			79			76			—			160
	Malaysian acquisition, net of cash and cash equivalent acquired		—			(3,475	)		—			—			(3,475	)
	Investment in subsidiaries		(54,000	)		(34,000	)		—			88,000			—
Net cash used in investing activities			(102,190	)		(76,735	)		(6,985	)		88,000			(97,910	)
Cash flows from financing activities
	Proceeds from revolving loans and other line of credit		—			27,354			—			—			27,354
	Repayment of revolving loans and other line of credit		—			(27,354	)		—			—			(27,354	)
	Net proceeds from long-term debt		144,861			—			—			—			144,861
	Repayment of long-term debts		—			(52,887	)		—			—			(52,887	)
	Intercompany loan payments		—			34,000			(34,000	)		—			—
	Intercompany capital contributions		—			54,000			34,000			(88,000	)		—
	Repayment of notes from stockholders		207			—			—			—			207
	Proceeds from common stock issuance		2,511			—			—			—			2,511
Net cash provided by financing activities			147,579			35,113			—			(88,000	)		94,692
Net increase in cash			25,233			(2,550	)		(3,133	)		—			19,550
Cash and cash equivalents at beginning of period			3,653			25,160			5,360			—			34,173
Cash and cash equivalents at end of period		$	28,886		$	22,610		$	2,227		$	—		$	53,723

F-112

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEETS

December 31, 2003

(In thousands)

									Non-
						Guarantor			Guarantor
			CPI			Subsidiaries			China			Eliminations			Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	899		$	20,746		$	3,077		$	—		$	24,722
	Short-term investments			30,036			4,950			—			—			34,986
	Intercompany accounts receivable			191,333			46,533			17,687			(255,553	)		—
	Accounts receivable, net			—			56,659			69			—			56,728
	Inventories			—			21,424			4,636			—			26,060
	Prepaid expenses and other current assets			1,190			3,970			2,251			—			7,411
		Total current assets		223,458			154,282			27,720			(255,553	)		149,907
	Property, plant and equipment, net			5,022			292,410			99,835			—			397,267
	Intercompany loans receivable			—			200,880			—			(200,880	)		—
	Investment in subsidiaries			64,095			87,677			—			(151,772	)		—
	Intangible assets, net			1,339			14,142			379			—			15,860
	Other assets			7,230			8,930			137			—			16,297
		Total assets	$	301,144		$	758,321		$	128,071		$	(608,205	)	$	579,331
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Intercompany accounts payable		$	171		$	230,852		$	24,530		$	(255,553	)	$	—
	Accounts payable			1,105			55,503			12,643			—			69,251
	Accrued expenses and other current liabilities			4,825			17,925			4,974			—			27,724
		Total current liabilities		6,101			304,280			42,147			(255,553	)		96,975
	Long-term debt			—			165,000			—			—			165,000
	Convertible subordinated notes			200,000			—			—			—			200,000
	Intercompany loans payable			—			200,880			—			(200,880	)		—
	Other long-term liabilities			—			22,313			—			—			22,313
		Total liabilities		206,101			692,473			42,147			(456,433	)		484,288
Stockholders’ equity:
	Common stock			972			—			—			—			972
	Additional paid in capital			284,849			256,381			149,093			(405,474	)		284,849
	Receivable from stockholders			(164	)		—			—			—			(164	)
	Accumulated other comprehensive income			9,169			8,705			464			(9,169	)		9,169
	Accumulated deficit			(199,783	)		(199,238	)		(63,633	)		262,871			(199,783	)
	Total stockholders’ equity			95,043			65,848			85,924			(151,772	)		95,043
		Total liabilities and stockholders’ equity	$	301,144		$	758,321		$	128,071		$	(608,205	)	$	579,331

F-113

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEETS

June 30, 2004

(In thousands)

(Unaudited)

									Non-
						Guarantor			Guarantor
			CPI			Subsidiaries			China			Eliminations			Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	6,801		$	14,825		$	525		$	—		$	22,151
	Short-term investments			—			275			—			—			275
	Intercompany accounts receivable			215,645			46,236			19,171			(281,052	)		—
	Accounts receivable, net			—			71,671			236			—			71,907
	Inventories			—			26,530			5,726			—			32,256
	Prepaid expenses and other current assets			905			4,789			978			—			6,672
		Total current assets		223,351			164,326			26,636			(281,052	)		133,261
	Property, plant and equipment, net			4,878			346,094			107,325			—			458,297
	Intercompany loans receivable			—			197,008			—			(197,008	)		—
	Investment in subsidiaries			76,878			91,022			—			(167,900	)		—
	Intangible assets, net			1,840			12,619			948			—			15,407
	Other assets			6,525			11,677			—			—			18,202
		Total assets	$	313,472		$	822,746		$	134,909		$	(645,960	)	$	625,167
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Intercompany accounts payable		$	1,037		$	256,128		$	23,887		$	(281,052	)	$	—
	Line of credit			—			8,709			—			—			8,709
	Accounts payable			4,577			65,408			15,185			—			85,170
	Accrued expenses and other current liabilities			3,414			21,006			6,568			—			30,988
	Current portion of capital lease obligations			—			2,437			—			—			2,437
		Total current liabilities		9,028			353,688			45,640			(281,052	)		127,304
	Long-term debt			—			165,000			—			—			165,000
	Convertible subordinated notes			200,000			—			—			—			200,000
	Intercompany loans payable			—			197,008			—			(197,008	)		—
	Capital lease obligations, less current portion			—			4,983			—			—			4,983
	Other long-term liabilities			—			22,700			—			—			22,700
		Total liabilities		209,028			743,379			45,640			(478,060	)		519,987
Stockholders’ equity:
	Common stock			985			—			—			—			985
	Additional paid in capital			289,973			256,381			149,093			(405,474	)		289,973
	Receivables from stockholders			(104	)		—			—			—			(104	)
	Accumulated other comprehensive income			9,169			9,441			464			(9,169	)		9,905
	Accumulated deficit			(195,579	)		(186,455	)		(60,288	)		246,743			(195,579	)
		Total stockholders’ equity		104,444			79,367			89,269			(167,900	)		105,180
		Total liabilities and stockholders’ equity	$	313,472		$	822,746		$	134,909		$	(645,960	)	$	625,167

F-114

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2004

(In thousands)

(Unaudited)

									Non-
						Guarantor			Guarantor
			CPI			Subsidiaries			China			Eliminations			Consolidated
Intercompany revenue			$	12,927		$	1,630		$	49,143		$	(63,700	)	$	—
Customer revenue				—			269,220			261			—			269,481
				12,927			270,850			49,404			(63,700	)		269,481
Cost of revenue				283			237,489			44,462			(63,700	)		218,534
Gross profit				12,644			33,361			4,942			—			50,947
Operating expenses:
	Selling, general and administrative			10,575			6,791			1,599			—			18,965
	Research and development			1,399			4,440			152			—			5,991
	Merger-related charges			4,735			—			—			—			4,735
		Total operating expenses		16,709			11,231			1,751			—			29,691
Operating income (loss)				(4,065	)		22,130			3,191			—			21,256
Non-operating (income) expenses
	Inter-company interest expense			—			7,599			—			(7,599	)		—
	Interest expense			4,485			11,081			—			—			15,566
	Interest income			(60	)		(192	)		(8	)		—			(260	)
	Inter-company interest income			—			(7,599	)		—			7,599			—
	(Income) loss from investment in subsidiaries			(12,783	)		(3,345	)		—			16,128			—
	Foreign currency loss			—			348			16			—			364
	Other (income) expenses, net			79			(277	)		(162	)		—			(360	)
		Total non-operating (income) expense		(8,279	)		7,615			(154	)		16,128			15,310
Income (loss) before income taxes				4,214			14,515			3,345			(16,128	)		5,946
Provision for income taxes				10			1,732			—			—			1,742
	Net income (loss)		$	4,204		$	12,783		$	3,345		$	(16,128	)	$	4,204

F-115

ChipPAC, Inc.

SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2004

(In thousands)

(Unaudited)

								Non-
					Guarantor			Guarantor
		CPI			Subsidiaries			China			Eliminations			Consolidated
Cash flows from operating activities
Net income (loss)		$	4,204		$	12,783		$	3,345		$	(16,128	)	$	4,204
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization		600			31,999			8,423			—			41,022
	Debt issuance cost amortization		695			568			—			—			1,263
	Foreign currency (gains) loss		—			349			15			—			364
	Gain on sale of equipment		—			(258	)		(127	)		—			(385	)
	Equity income from investment in subsidiaries		(12,783	)		(3,345	)		—			16,128			—
Changes in assets and liabilities:
	Intercompany accounts receivable		(24,312	)		297			(1,484	)		25,499			—
	Accounts receivable		—			(15,012	)		(167	)		—			(15,179	)
	Inventories		—			(5,106	)		(1,090	)		—			(6,196	)
	Prepaid expenses and other current assets		285			(83	)		1,273			—			1,475
	Other assets		10			(3,315	)		137			—			(3,168	)
	Intercompany accounts payable		866			25,276			(643	)		(25,499	)		—
	Accounts payable		3,472			9,905			2,542			—			15,919
	Accrued expenses and other current liabilities		(1,411	)		3,081			1,594			—			3,264
	Other long-term liabilities		—			38			(15	)		—			23
Net cash provided by (used in) operating activities			(28,374	)		57,177			13,803			—			42,606
Cash flows from investing activities
	Purchases of short-term investments		(15,549	)		—			—			—			(15,549	)
	Proceeds from sale of short-term investments		45,585			4,675			—			—			50,260
	Acquisition of intangible assets		(843	)		(779	)		(659	)		—			(2,281	)
	Acquisition of property and equipment		(114	)		(75,686	)		(16,145	)		—			(91,945	)
	Proceeds from sale of equipment		—			335			449			—			784
	Acquisition of test assets		—			(125	)		—			—			(125	)
Net cash provided by (used in) investing activities			29,079			(71,580	)		(16,355	)		—			(58,856	)
Cash flows from financing activities
	Proceeds from revolving loan and other lines of credit		—			37,809			—			—			37,809
	Repayment of revolving loan and other lines of credit		—			(29,100	)		—			—			(29,100	)
	Intercompany loan payments		—			—			—			—			—
	Repayment of capital lease		—			(227	)		—			—			(227	)
	Repayment of notes from stockholders		60			—			—			—			60
	Proceeds from common stock issuance		5,137			—			—			—			5,137
Net cash provided by financing activities			5,197			8,482			—			—			13,679
Net increase (decrease) in cash			5,902			(5,921	)		(2,552	)		—			(2,571	)
Cash and cash equivalents at beginning of period			899			20,746			3,077			—			24,722
Cash and cash equivalents at end of period		$	6,801		$	14,825		$	525		$	—		$	22,151
Supplemental disclosure of non cash investing and financing activities
	Acquisition of property and equipment from capital lease	$	—		$	(7,647	)	$	—		$	—		$	(7,647	)

F-116

$215,000,000

STATS ChipPAC Ltd.

Offer to Exchange

All outstanding 6³/4% Senior Notes due 2011

($215,000,000 aggregate principal amount)

for

6³/4% Senior Notes due 2011

($215,000,000 aggregate principal amount)

which have been registered under the Securities Act of 1933

PROSPECTUS

, 2005

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

STATS ChipPAC Ltd.

      STATS ChipPAC’s Articles of Association provide that, subject to Singapore Companies Act (“Chapter 50”) of Singapore, all of its directors, secretaries and other officers shall be indemnified by STATS ChipPAC against all costs, charges, losses, expenses and liabilities incurred by them in the execution and discharge of their duties or in relation thereto, including any liabilities incurred by them in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by them as a director, secretary or other officer. STATS ChipPAC’s Articles of Association further provide that none of its directors, secretaries or other officers shall be liable:

•  for the acts, receipts, neglects or defaults of any other director or officer;

•  for joining in any receipt or other act for conformity;

•  for any loss or expense happening to STATS ChipPAC through the insufficiency or deficiency of title to any property acquired by order of STATS ChipPAC’s directors for or on behalf of STATS ChipPAC;

•  for the insufficiency or deficiency of any security in or upon which any of the moneys of STATS ChipPAC shall be invested;

•  for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left; or

•  for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their offices or in relation thereto unless the same shall happen through their own negligence, willful default, breach of duty or breach of trust.

      The indemnification provisions in STATS ChipPAC’s Articles of Association provide for indemnification of STATS ChipPAC’s officers and directors to the extent permitted under Chapter 50.

      STATS ChipPAC maintains directors and officers insurance providing indemnification for certain of STATS ChipPAC’s directors, officers, affiliates or employees for certain liabilities.

ChipPAC, Inc. (now known as STATS ChipPAC, Inc.)

      ChipPAC’s certificate of incorporation and by-laws provide that, to the fullest extent permitted by the General Corporation Law, ChipPAC’s directors shall not be liable to ChipPAC or its stockholders for monetary damages for breach of fiduciary duty as a director. ChipPAC’s by-laws further provide that ChipPAC shall indemnify its directors and officers to the fullest extent permitted by the General Corporation Law. ChipPAC maintains directors and officers liability insurance covering certain liabilities incurred by its directors and officers in connection with the performance of their duties.

      ChipPAC is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “General Corporation Law”), among other things, provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amount paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding,

II-1

had no reasonable cause to believe his conduct was illegal. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorney’s fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

      Section 102(b)(7) of the General Corporation Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.

      Section 145 also authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

STATS Holdings Limited

      As in most United States jurisdictions, the board of directors of a British Virgin Islands company is charged with the management and affairs of the company, and subject to any limitations to the contrary in the Memorandum and Articles of Association of a company, its Board of Directors is entrusted with the power to manage the company’s business and affairs. In most United States jurisdictions, directors owe a fiduciary duty to the company and its shareholders, including a duty of care, pursuant to which directors must properly apprise themselves of all reasonably available information, and a duty of loyalty, pursuant to which they must protect the interests of the company and refrain from conduct that injures the company or its shareholders or that deprives the company or its shareholders of any profit or advantage. Many United States jurisdictions have enacted various statutory provisions which permit the monetary liability of directors to be eliminated or limited. Under British Virgin Islands law, liability of a director or officer of a company is basically limited to cases of willful malfeasance in the performance of his duties or to cases where the director has not acted honestly and in good faith and with a view to the best interests of the company.

      Under its Memorandum and Articles of Association, STATS Holdings Limited is authorized to indemnify any person who is made or threatened to be made a party to a legal or administrative proceeding by virtue of being a director, officer or liquidator of STATS Holdings Limited, provided such person acted honestly and in good faith and with a view to the best interests of STATS Holdings Limited and, in the case of a criminal proceeding, such person had no reasonable cause to believe that his conduct was unlawful. STATS Holdings Limited’s Memorandum and Articles of Association also permits it to indemnify any director, officer or liquidator who was successful in any proceeding against expenses and judgments, fines and amounts paid in settlement and reasonably incurred in connection with the proceeding, where such person met the standard of conduct described in the preceding sentence. STATS Holdings Limited has provisions in its Memorandum and Articles of Association that insure or indemnify, to the full extent allowed by the laws of the Territory of the British Virgin Islands, directors, officers, employees, agents or persons serving in similar capacities in other enterprises at the request of STATS Holdings Limited. STATS Holdings Limited may obtain a directors’ and officers’ insurance policy.

II-2

STATS ChipPAC Test Services, Inc.

      STATS ChipPAC Test Services, Inc.’s amended and restated certificate of incorporation and by-laws provide that, to the fullest extent permitted by the General Corporation Law, STATS ChipPAC Test Services, Inc.’s directors shall not be liable to STATS ChipPAC Test Services, Inc. or its stockholders for monetary damages for breach of fiduciary duty as a director. STATS ChipPAC Test Services, Inc.’s by-laws further provide that STATS ChipPAC Test Services, Inc. shall indemnify its directors and officers to the fullest extent permitted by the General Corporation Law. STATS ChipPAC Test Services, Inc. maintains directors and officers liability insurance covering certain liabilities incurred by its directors and officers in connection with the performance of their duties.

      STATS ChipPAC Test Services, Inc. is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “General Corporation Law”), among other things, provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amount paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was illegal. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorney’s fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

      Section 102(b)(7) of the General Corporation Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.

      Section 145 also authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

ChipPAC International Company Limited

      As in most United States jurisdictions, the board of directors of a British Virgin Islands company is charged with the management and affairs of the company, and subject to any limitations to the contrary in the Memorandum and Articles of Association of a company, the Board of Directors is entrusted with the power to manage the business and affairs of the company. In most United States jurisdictions, directors owe a fiduciary

II-3

duty to a company and its shareholders, including a duty of care, pursuant to which directors must properly apprise themselves of all reasonably available information, and a duty of loyalty, pursuant to which they must protect the interests of the company and refrain from conduct that injures the company or its shareholders or that deprives the company or its shareholders of any profit or advantage. Many United States jurisdictions have enacted various statutory provisions which permit the monetary liability of directors to be eliminated or limited. Under British Virgin Islands law, liability of a director or officer of a company director is, for the most part, limited to cases of willful malfeasance in the performance of duties or to cases where such director or officer, as applicable, has not acted honestly, in good faith and with a view to the company’s best interests.

      Under its Memorandum and Articles of Association, ChipPAC International Company Limited is authorized to indemnify any person who is made or threatened to be made a party to a legal or administrative proceeding by virtue of being a director, officer or liquidator of ChipPAC International Company Limited, provided such person acted honestly and in good faith and with a view to the best interests of ChipPAC International Company Limited and, in the case of a criminal proceeding, such person had no reasonable cause to believe that his conduct was unlawful. ChipPAC International Company Limited’s Memorandum and Articles of Association also permits it to indemnify any director, officer or liquidator of ChipPAC International Company Limited who was successful in any proceeding against expenses and judgments, fines and amounts paid in settlement and reasonably incurred in connection with the proceeding, where such person met the standard of conduct described in the preceding sentence. ChipPAC International Company Limited has provisions in its Memorandum and Articles of Association that insure or indemnify, to the full extent allowed by the laws of the Territory of the British Virgin Islands, directors, officers, employees, agents or persons serving in similar capacities in other enterprises at the request of ChipPAC International Company Limited. ChipPAC International Company Limited may obtain a directors’ and officers’ insurance policy.

ChipPAC Luxembourg S.a.R.L.

      Under Luxembourg law, civil liability of managers both to ChipPAC Luxembourg S.a.R.L. (“ChipPAC Luxembourg”) and to third parties is generally considered to be a matter of public policy. It is possible that Luxembourg courts would declare void an explicit or even implicit contractual limitation on managers’ liability to ChipPAC Luxembourg. ChipPAC Luxembourg, however, can validly agree to indemnify its managers against the consequences of liability actions brought by third parties (including shareholders if such shareholders have personally suffered a damage which is independent of and distinct from the damage caused to the company).

      Under Luxembourg law, an employee of ChipPAC Luxembourg can only be liable to ChipPAC Luxembourg for damages brought about by his or her willful acts or gross negligence. Any arrangement providing for the indemnification of officers against claims of ChipPAC Luxembourg would be contrary to public policy. Employees are liable to third parties under general tort law and may enter into arrangements with ChipPAC Luxembourg providing for indemnification against third party claims.

      Under Luxembourg law, an indemnification agreement can never cover a willful act or gross negligence.

      ChipPAC Luxembourg’s Articles of Association are silent as to the issue of indemnification of its officers and managers.

ChipPAC Liquidity Management Hungary Limited Liability Company

      The organizational documents of ChipPAC Liquidity Management Hungary Limited Liability Company (“ChipPAC Hungary”) are silent as to the issue of indemnification of the managing director. ChipPAC Hungary has no other officers or directors. Therefore, in the event any case arises which involves the liability of a managing director, such case must be settled in accordance with the applicable provisions of the Hungarian Companies Act (the “Companies Act”) and the Hungarian Civil Code (the “Civil Code”).

      Under the Companies Act, a managing director must conduct himself in respect of the management of a company with “increased care,” as opposed to the standard of “general care” which is prescribed by the Civil Code. A managing director may be held liable in the event of a culpable breach of any provision of the Companies Act, a company’s Deed of Foundation or any validly enacted resolutions of the company’s Founder. If

II-4

the aforementioned duty of care is breached, a managing director may be held liable under the rules of the Civil Code for any damages to the company where such managing director’s actions were (i) in contravention of Hungarian law, (ii) caused damage to the company and (iii) were not undertaken with the requisite degree of care specified in the Companies Act.

      Enforcement of liability claims against a managing director is in the sole discretion of the Founder. A Founder may exercise his or her rights against a managing director within one year of the company’s deletion from the Company Registry. A managing director is only obliged to compensate the company for damages, and is not liable to third parties for acts that are within the scope of his or her role or responsibility as a managing director. Third parties may only seek damages from the company. Should the company be required to pay damages to a third party for acts of the managing director, however, it may have recourse against the managing director for damages incurred as a result of third party claims.

STATS ChipPAC (BVI) Limited

      As in most United States jurisdictions, the board of directors of a British Virgin Islands company is charged with the management and affairs of the company, and subject to any limitations to the contrary in the Memorandum and Articles of Association of a company, the Board of Directors is entrusted with the power to manage the business and affairs of the company. In most United States jurisdictions, directors owe a fiduciary duty to a company and its shareholders, including a duty of care, pursuant to which directors must properly apprise themselves of all reasonably available information, and a duty of loyalty, pursuant to which they must protect the interests of the company and refrain from conduct that injures the company or its shareholders or that deprives the company or its shareholders of any profit or advantage. Many United States jurisdictions have enacted various statutory provisions which permit the monetary liability of directors to be eliminated or limited. Under British Virgin Islands law, liability of a director or officer of a company director is, for the most part, limited to cases of willful malfeasance in the performance of duties or to cases where such director or officer, as applicable, has not acted honestly, in good faith and with a view to the company’s best interests.

      Under its Memorandum and Articles of Association, STATS ChipPAC (BVI) Limited is authorized to indemnify any person who is made or threatened to be made a party to a legal or administrative proceeding by virtue of being a director, officer or liquidator of CSTATS ChipPAC (BVI) Limited, provided such person acted honestly and in good faith and with a view to the best interests of STATS ChipPAC (BVI) Limited and, in the case of a criminal proceeding, such person had no reasonable cause to believe that his conduct was unlawful. STATS ChipPAC (BVI) Limited’s Memorandum and Articles of Association also permits it to indemnify any director, officer or liquidator of STATS ChipPAC (BVI) Limited who was successful in any proceeding against expenses and judgments, fines and amounts paid in settlement and reasonably incurred in connection with the proceeding, where such person met the standard of conduct described in the preceding sentence. STATS ChipPAC (BVI) Limited has provisions in its Memorandum and Articles of Association that insure or indemnify, to the full extent allowed by the laws of the Territory of the British Virgin Islands, directors, officers, employees, agents or persons serving in similar capacities in other enterprises at the request of STATS ChipPAC (BVI) Limited. STATS ChipPAC (BVI) Limited may obtain a directors’ and officers’ insurance policy.

STATS ChipPAC Malaysia Sdn. Bhd.

      STATS ChipPAC Malaysia Sdn. Bhd. (“STATS ChipPAC Malaysia”) is incorporated under the laws of Malaysia. Under Section 140(1) of the Companies Act of Malaysia (the “Companies Act”), any provision, whether contained in the articles of association or in any contract with a company or otherwise, for exempting any officer or director of the company from, or indemnifying him against, any liability which by law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust, of which he may be guilty in relation to the company, shall be void. Section 140(2) of the Companies Act however provides that notwithstanding Section 140(1), a company may, pursuant to its articles of association or otherwise, indemnify any officer or Director against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or in connection with any application in relation thereto in which relief is under this Act granted to him by the Court.

II-5

      Section 354 of the Companies Act provides that if in any proceedings for negligence, default, breach of duty or breach of trust against an officer or director of the company it appears to the court before which the proceedings are taken that he is or may be liable in respect thereof but that he has acted honestly and reasonably and that, having considered all the circumstances of the case including those connected with his appointment, he ought fairly to be excused for the negligence, default or breach the court may relieve him either wholly or partly from his liability on such terms as the court thinks fit. The protection of this statutory provision has been afforded to the officers and directors of STATS ChipPAC Malaysia pursuant to Article 152 of its Articles of Association which provides that its officers and directors can be indemnified for liability incurred by them in defending any proceedings, whether civil or criminal in which judgment is given in their favor or in which they are is acquitted or in connection with any application made under Section 354 of the Companies Act.

STATS ChipPAC (Barbados) Ltd.

      Paragraph 10 of STATS ChipPAC (Barbados) Ltd.’s (“STATS ChipPAC Barbados”) By-Laws provides for the indemnification of its officers and directors (and such persons’ executors and administrators) against any and all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by such person in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director or officer of STATS ChipPAC Barbados, or is or was serving at the request of STATS ChipPAC Barbados as a director or officer, of any other corporation, partnership, joint venture, trust, enterprise or organization, except with respect to any matter for which indemnification would be void pursuant to the Companies Act, 1982 of Barbados (the “Companies Act”). Under the Companies Act, indemnification of the officers and directors of STATS ChipPAC Barbados against any liability which would attach by reason of any contract entered into or act or thing done or omitted to be done by them in performance of their office or in any way in the discharge of their duties, if the same happens through their not acting in good faith and in the best interest of STATS ChipPAC Barbados is void.

STATS ChipPAC Korea Company Ltd.

      The Republic of Korea Commercial Act (the “Commercial Act”) governs the liability relationship between companies and their officers and directors in both joint stock companies (chusik hoesa) and limited liability companies (yuhan hoesa). Articles 399 and 400 of the Commercial Act describe the circumstances in which officers and directors may be held liable to the company, while Article 401 of the Commercial Act outlines the circumstances in which officers and directors may be held liable to third parties. The latter provides that third parties which are harmed by a willful act or gross negligence of an officer or director may have recourse against both the applicable officer or director and the company. In the event that third parties are harmed through the mere negligence of an officer or director, such third party may only have recourse against the company. In the event the company incurs damages as a result of the negligence of its directors and officers, it may the seek indemnification from the negligent party.

      The organizational documents of STATS ChipPAC Korea Company Ltd. (“STATS ChipPAC Korea”) are silent as to the issue of indemnification of officers and directors. In addition, STATS ChipPAC Korea, like many Korean companies, does not carry directors and officers liability insurance.

Exhibits and Financial Statement Schedules

      (a) Exhibits

Exhibit
Number			Description
	3	.1*	Memorandum of Association and Articles of Association of STATS ChipPAC Ltd. (Incorporated by reference to Exhibit 3.2 of STATS ChipPAC Ltd.’s Form F-4 (No. 333-114232) as filed on April 6, 2004)
	3	.2	Amended and Restated Certificate of Incorporation and Bylaws of STATS ChipPAC, Inc.
	3	.3	Memorandum and Articles of Association of STATS Holdings Limited

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Exhibit
Number			Description
	3	.4	Amended and Restated Certificate of Incorporation and Bylaws of STATS ChipPAC Test Services, Inc.
	3	.5*	Memorandum and Articles of Association of ChipPAC International Company Limited (Incorporated by reference to Exhibits 3.3 and 3.4 of ChipPAC, Inc.’s Form S-4 (No. 333-91641-01) as filed on November 24, 1999)
	3	.6*	Articles of Association of ChipPAC Luxembourg S.a.R.L. (Incorporated by reference to Exhibit 3.9 of ChipPAC, Inc.’s Form S-4 (No. 333-91641-01) as filed on November 24, 1999)
	3	.7*	Deed of Foundation and Policy and Operating Guidelines of ChipPAC Liquidity Management Hungary Limited Liability Company (Incorporated by reference to Exhibits 3.10 and 3.11 of ChipPAC, Inc.’s Form S-4 (No. 333-91641-01) as filed on November 24, 1999)
	3	.8	Memorandum and Articles of Association of STATS ChipPAC (BVI) Limited
	3	.9	Memorandum and Articles of Association of STATS ChipPAC Malaysia Sdn. Bhd
	3	.10	Certificate and Articles of Incorporation and By-Law No. 1 of STATS ChipPAC (Barbados) Ltd.
	3	.11	Articles of Incorporation of STATS ChipPAC Korea Limited
	4	.1*	Indenture dated as of November 18, 2004 between STATS ChipPAC Ltd. and U.S. Bank National Association, as Trustee, including the Form of notes (Incorporated by reference to Exhibit 4.40 of STATS ChipPAC Ltd.’s Form 20-F (No. 333-114232) as filed on March 18, 2005)
	4	.2*	Registration Rights Agreement dated as of November 18, 2004 between STATS ChipPAC Ltd. and each of the Guarantors party thereto and Deutsche Bank AG, Singapore Branch and Lehman Brothers International (Europe) (Incorporated by reference to Exhibit 4.42 of STATS ChipPAC Ltd.’s Form 20-F (No. 333-114232) as filed on March 18, 2005)
	5	.1	Opinion of Kirkland & Ellis LLP
	5	.2	Opinion of Allen & Gledhill
	5	.3	Opinion of Harney Westwood & Riegels
	5	.4	Opinion of Chancery Chambers
	5	.5	Opinion of Bonn Schmitt Steichen
	5	.6	Opinion of Dr. Bényi E. László Law Firm
	5	.7	Opinion of Azim, Tunku Farik & Wong
	5	.8	Opinion of Kim, Shin & Yu
	12	.1	Computation of Ratio of Earnings to Fixed Charges of STATS ChipPAC Ltd.
	12	.2	Computation of Ratio of Earnings to Fixed Charges of STATS ChipPAC, Inc.
	13	.1*	Annual report to security holders (Incorporated by reference to STATS ChipPAC Ltd.’s Form 20-F (No. 333-114232) as filed on March 18, 2005)
	21	.1*	List of subsidiaries (Incorporated by reference to Exhibit 8.1 of STATS ChipPAC Ltd.’s Form 20-F (No. 333-114232) as filed on March 18, 2005
	23	.1	Consent of PricewaterhouseCoopers, Singapore, independent registered public accounting firm
	23	.2	Consent of KPMG, independent registered public accounting firm
	23	.3	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
	23	.4	Consent of Kirkland & Ellis LLP (included in opinion filed in Exhibit 5.1)
	23	.5	Consent of Allen & Gledhill (included in opinion filed in Exhibit 5.2)
	23	.6	Consent of Harney Westwood & Riegels (included in opinion filed in Exhibit 5.3)
	23	.7	Consent of Chancery Chambers (included in opinion filed in Exhibit 5.4)
	23	.8	Consent of Bonn Schmitt Steichen (included in opinion filed in Exhibit 5.5)
	23	.9	Consent of Dr. Bényi E. László Law Firm (included in opinion filed in Exhibit 5.6)

II-7

Exhibit
Number			Description
	23	.10	Consent of Azim, Tunku Farik & Wong (included in opinion filed in Exhibit 5.7)
	23	.11	Consent of Kim, Shin & Yu (included in opinion filed in Exhibit 5.8)
	24	.1	Powers of Attorney (contained on signature pages)
	25	.1	Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 of U.S. Bank National Association
	99	.1	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99	.2	Form of Letter of Transmittal
	99	.3	Form of Letter to Clients
	99	.4	Form of Notice of Guaranteed Delivery
	99	.5	Form of Exchange Agent Agreement between STATS ChipPAC Ltd. and U.S. Bank National Association, as exchange agent

* Previously filed.

      (b) Financial statement schedules

      Not applicable.

Undertakings

      The undersigned registrants hereby undertake:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the Securities Act;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 or Form F-4, and the information required to be involved in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrants includes in the prospectus, by means of a post-

II-8

effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-4, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.

      (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s respective annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      (6) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      (7) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-9

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

STATS ChipPAC Ltd.

By:  /s/ Tan Lay Koon

Name: Tan Lay Koon

Title:  President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tan Lay Koon, President and Chief Executive Officer, and Michael G. Potter, Chief Financial Officer and Principal Accounting Officer, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name	Title
/s/ Charles R. Wofford Name: Charles R. Wofford	Chairman of the Board of Directors
/s/ Lim Ming Seong Name: Lim Ming Seong	Deputy Chairman of the Board of Directors
/s/ Tan Lay Koon Name: Tan Lay Koon	Director, President and Chief Executive Officer
/s/ Peter Seah Lim Huat Name: Peter Seah Lim Huat	Director
/s/ Tay Siew Choon Name: Tay Siew Choon	Director

II-10

Name		Title
/s/ Steven H. Hamblin Name: Steven H. Hamblin		Director
Name: Richard J. Agnich		Director
/s/ Robert W. Conn Name: Robert W. Conn		Director
/s/ R. Douglas Norby Name: R. Douglas Norby		Director
/s/ Chong Sup Park Name: Chong Sup Park		Director
/s/ Michael G. Potter Name: Michael G. Potter		Chief Financial Officer and Principal Accounting Officer
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-11

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

STATS ChipPAC Test Services, Inc.

By:  /s/ Tan Lay Koon

Name: Tan Lay Koon

Title: President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tan Lay Koon, President and Chief Executive Officer, and Michael G. Potter, Chief Financial Officer, STATS ChipPAC Ltd., and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name	Title
/s/ Tan Lay Koon Name: Tan Lay Koon	Director, President and Chief Executive Officer
/s/ Han Tiang Fong Name: Han Tiang Fong	Director
/s/ Drew Davies Name: Drew Davies	Director and Chief Financial Officer

II-12

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

STATS Holdings Limited

By:  /s/ Pearlyne Wang

Name: Pearlyne Wang

Title: President, Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pearlyne Wang, President, Chief Executive Officer and Chief Financial Officer, and Linda Nai, Director, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name		Title
/s/ Pearlyne Wang Name: Pearlyne Wang		Director, President, Chief Executive Officer and Chief Financial Officer
/s/ Linda Nai Name: Linda Nai		Director
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

STATS ChipPAC, Inc.

By:  /s/ Tan Lay Koon

Name: Tan Lay Koon

Title: President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tan Lay Koon, President and Chief Executive Officer, and Michael G. Potter, Director Vice President, Treasurer, Chief Financial Officer and Principal Accounting Officer, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name	Title
/s/ Tan Lay Koon Name: Tan Lay Koon	Director, President and Chief Executive Officer
/s/ Michael G. Potter Name: Michael G. Potter	Director, Vice President, Treasurer, Chief Financial Officer and Principal Accounting Officer

II-14

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

ChipPAC International Company Limited

By:  /s/ Pearlyne Wang

Name:  Pearlyne Wang

Title: President, Chief Executive Officer
and Chief Financial Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pearlyne Wang, President, Chief Executive Officer and Chief Financial Officer, and Linda Nai, Director, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

	Name	Title
/s/ Pearlyne Wang Name: Pearlyne Wang		Director, President, Chief Executive Officer and Chief Financial Officer
/s/ Linda Nai Name: Linda Nai		Director
/s/ Richard Parsons Name: Richard Parsons		Director
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

ChipPAC Liquidity Management Hungary Limited Liability Company

By:  /s/ Michael G. Potter

Name: Michael G. Potter

Title: Managing Director

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tan Lay Koon, President and Chief Executive Officer, STATS ChipPAC Ltd. and Michael G. Potter, Managing Director, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name		Title
/s/ Michael G. Potter Name: Michael G. Potter		Managing Director
/s/ József Veress Name: József Veress		Managing Director
/s/ Lajos Zelkó Name: Lajos Zelkó		Managing Director
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

ChipPAC Luxembourg S.a.R.L.

By:  /s/ Johan Dejans

Name:  Johan Dejans

Title: Corporate Manager

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Johan Dejans, Corporate Manager, Tan Lay Koon, President and Chief Executive Officer, STATS ChipPAC Ltd. and Michael G. Potter, Chief Financial Officer, STATS ChipPAC Ltd., and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

	Name	Title
/s/ Johan Dejans Name: Johan Dejans		Corporate Manager
/s/ Gilles Jacquet Name: Gilles Jacquet		Corporate Manager
/s/ Pearlyne Wang Name: ChipPAC International Company Limited, by Pearlyne Wang President, Chief Executive Officer and Chief Financial Officer		Corporate Manager
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

STATS ChipPAC (Barbados) Ltd

By:  /s/ Pearlyne Wang

Name: Pearlyne Wang

Title: President, Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pearlyne Wang, President, Chief Executive Officer and Chief Financial Officer, and Linda Nai, Director, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name		Title
/s/ Pearlyne Wang Name: Pearlyne Wang		Director, President, Chief Executive Officer and Chief Financial Officer
/s/ Linda Nai Name: Linda Nai		Director
/s/ Trevor Carmichael Name: Trevor Carmichael		Director
/s/ Christine O’Connor Name: Christine O’Connor		Director
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

STATS ChipPAC (BVI) Limited

By:  /s/ Pearlyne Wang

Name:  Pearlyne Wang

Title: President, Chief Executive Officer

and Chief Financial Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pearlyne Wang, President, Chief Executive Officer and Chief Financial Officer, and Linda Nai, Director, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name		Title
/s/ Pearlyne Wang Name: Pearlyne Wang		Director, President, Chief Executive Officer and Chief Financial Officer
/s/ Linda Nai Name: Linda Nai		Director
/s/ Richard Parsons Name: Richard Parsons		Director
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-19

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

STATS ChipPAC Korea Ltd.

By:  /s/ Tan Lay Koon

Name:  Tan Lay Koon

Title: Director

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael G. Potter, Chief Financial Officer, STATS ChipPAC Ltd., and Tan Lay Koon, Director, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name		Title
/s/ Sohn Byeong Kyuck Name: Sohn Byeong Kyuck		Representative Director
/s/ Tan Lay Koon Name: Tan Lay Koon		Director
/s/ Wan Choong Hoe Name: Wan Choong Hoe		Director
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-20

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 22nd day of March, 2005.

STATS ChipPAC Malaysia Sdn. Bhd.

By:  /s/ Tan Lay Koon

Name:  Tan Lay Koon

Title: Director

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael G. Potter, Chief Financial Officer, STATS ChipPAC Ltd., and Tan Lay Koon, Director, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 22nd day of March, 2005.

Name	Title
/s/ Lew Jin Aun Name: Lew Jin Aun	Director and President
/s/ Tan Lay Koon Name: Tan Lay Koon	Director
/s/ Kwong Choong Vai Name: Kwong Choong Vai	Director
/s/ Wan Choong Hoe Name: Wan Choong Hoe	Director

II-21

Name		Title
/s/ Sohn Byeong Kyuck Name: Sohn Byeong Kyuck		Director
By:	/s/ Drew Davies Drew Davies Secretary STATS ChipPAC, Inc.	Authorized Representative in the United States

II-22 EX-3.2 2 u92498exv3w2.txt EX-3.2 AMENDED AND RESTATED CERTIFICATION OF INCORPORATION AND BY LAWS OF STATS CHIPPAC, INC. EXHIBIT 3.2 State of Delaware Secretary of State Division of Corporations Delivered 09:54 AM 01/20/2005 FILED 09:10 AM 01/20/2005 SRV 050047083 - 2700070 FILE CERTIFICATE OF MERGER MERGING STATS CHIPPAC, INC. WITH AND INTO CHIPPAC, INC. Pursuant to Section 251 of the General Corporation Law of the State of Delaware The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of Delaware (the "DGCL"), DOES HEREBY CERTIFY THAT: FIRST: The name and state of incorporation of each of the constituent corporations to the merger (each a "CONSTITUENT CORPORATION", and together the "CONSTITUENT CORPORATIONS") are as follows;

Name State of Incorporation ---- ---------------------- ChipPAC, Inc. Delaware STATS ChipPAC, Inc. Delaware

SECOND: The Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated as of January 20, 2005, between the Constituent Corporations have been approved, adopted, certified, executed and acknowledged by each Constituent Corporation as required by Section 251 of the DGCL. THIRD: The name of the surviving corporation of the merger shall be STATS ChipPAC, Inc. (the "SURVIVING CORPORATION"). FOURTH: The certificate of incorporation of ChipPAC, Inc. shall be the certificate of incorporation of the Surviving Corporation, until amended and changed pursuant to the DGCL, except that Article I of such certificate of incorporation shall be amended to read as follows: "The name of the corporation is STATS ChipPAC, Inc." FIFTH: The executed Merger Agreement is on file at an office of the Surviving Corporation, the address of which is as follows: ChipPAC, Inc. 47400 Kato Road Fremont, CA 94538 SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any Constituent Corporation. SEVENTH: The merger shall become effective immediately upon the filing of this certificate of merger with the Secretary of State of the State of Delaware. * * * * * * IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate of merger to be executed by its duly authorized officer as of the date set forth above. CHIPPAC, INC. By: /s/ Tan Lay Koon ------------------------------------------ Name: Tan Lay Koon Title: Chairman of the Board and President CERTIFICATE OF INCORPORATION OF CHIPPAC, INC. ARTICLE I The name of the corporation is ChipPAC, Inc. (the "Corporation"). ARTICLE II The address of the Corporation's registered office in the State of Delaware, County of New Castle, is 1209 Orange Street, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The total number of shares of stock which the Corporation is authorized to issue is One Hundred (100) shares of capital stock all of which shall be designated "Common Stock" and have a par value of $0.001 per share. ARTICLE V The name and mailing address of the sole incorporator of the Corporation is: Michelle La Pelle Kirkland & Ellis 777 South Figueroa Street, 35th Floor Los Angeles, CA 90017 ARTICLE VI The Corporation is to have perpetual existence. STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 06/09/2000 001295510 - 3242183 ARTICLE VII In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, adopt, amend, alter or repeal the bylaws of the Corporation but the stockholders may make additional bylaws and may alter or repeal any bylaw whether adopted by them or otherwise. ARTICLE VIII Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation subject to the laws of the State of Delaware. Election of directors need not be by written ballot unless the bylaws of the Corporation so provide. ARTICLE IX (A) To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person, his or her testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. (C) Neither any amendment or repeal of this Article IX, nor the adoption of any provision of the Corporation's Certificate of Incorporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article IX, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE X The number of directors which will constitute the whole Board of Directors of the Corporation shall be designated in the bylaws of the Corporation. 2 ARTICLE XI The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation. 3 I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 9th day of June, 2000. BY: /s/ Michelle La Pelle ------------------------------------------ Michelle La Pelle Sole Incorporator STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:00 PM 08/02/2000 001391211 - 3242183 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHIPPAC, INC. ChipPAC, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of Delaware (the "Corporation"), does hereby certify as follows: FIRST: The original Certificate of Incorporation of the Corporation was filed under the name of "ChipPAC, Inc." with the Secretary of State of the State of Delaware on June 9, 2000. SECOND: This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the Sate of Delaware by the Board of Directors of the Corporation. THIRD: This Amended and Restated Certificate of Incorporation was approved by written consent of the stockholders pursuant to Section 228 of the General Corporation Law of the State of Delaware. FOURTH: The Restated Certificate of Incorporation, of this Corporation is amended and restated in its entirety to read as follows: ARTICLE ONE The name of the Corporation is ChipPAC, Inc. ARTICLE TWO The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE THREE The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE FOUR A. AUTHORIZED SHARES The total number of shares of capital stock which the Corporation has authority to issue is 510,000,000 shares, consisting of: (1) 10,000,000 shares of Preferred Stock, par value $.01 per share ("Preferred Stock"); (2) 250,000,000 shares of Class A Common Stock, par value $.01 per share ("Class A Common Stock"); and (3) 250,000,000 shares of Class B Common Stock, par value $.01 per share ("Class B Common Stock"). The Class A Common Stock and the Class B Common Stock are referred to collectively as the "Common Stock." The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below. Capitalized terms used but not otherwise defined in Part A, Part B, Part C, Part D, Part E or Part F of this Article IV are defined in Part G. B. PREFERRED STOCK The Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law. -2- C. CLASS A PREFERRED STOCK 10,000 shares of the Corporation's Preferred Stock shall be designated as Class A Convertible Preferred Stock, par value $.01 per share (the "Class A Preferred Stock"). The Class A Preferred Stock shall have the following rights, preferences and privileges, subject to the following restrictions, limitations and qualifications. The Class A Preferred Stock shall be junior to the Senior Preferred Stock and senior to the Common Stock as to dividends and liquidation rights and liquidation preferences and shall have the other rights, preferences and limitations set forth in this Part C. Section 1. Dividends. 1.1 General Obligation. When and as declared by the Corporation's Board of Directors (the "Board") and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall pay preferential dividends in cash to the holders of the Class A Preferred Stock as provided in this Section 1. Dividends on each share of the Class A Preferred Stock (a "Share" for purposes of this Part C, Article Four) shall accrue on a daily basis at the rate of 10% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon from and including the date of issuance of such Share to and including the first to occur of (i) the date on which the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such Share is effected by the Corporation, (ii) the date on which such Share is converted into shares of Common Stock hereunder or (iii) the date on which such Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative. The date on which the Corporation initially issues any Share shall be deemed to be its "date of issuance" regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share. 1.2 Dividend Reference Dates. To the extent not paid on August 1 of each year, beginning August 1,2000 (the "Dividend Reference Date"), all dividends which have accrued on each Share outstanding during the twelve-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Share until paid to the holder thereof. 1.3 Distribution of Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Class A Preferred Stock, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder. -3- 1.4 Participation in Non-Cash Dividends. In addition to the dividends accruing on the Class A Preferred Stock under Section 1.1 above, if the Corporation declares or pays any dividends upon the Common Stock other than cash dividends or dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the holders of the Class A Preferred Stock at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Class A Preferred Stock had all of the outstanding Class A Preferred Stock been converted immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined. Section 2. Liquidation. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Class A Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all Shares held by such holder (plus all accrued and unpaid dividends thereon), and the holders of Class A Preferred Stock shall not be entitled to any further payment. If upon any such liquidation, dissolution or winding up of the Corporation the Corporation's assets to be distributed among the holders of the Class A Preferred Stock hereunder are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid upon any liquidation, dissolution or winding up of the Corporation, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed pro rata among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Class A Preferred Stock held by each such holder. Prior to the liquidation, dissolution or winding up of the Corporation, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Class A Preferred Stock, but only to the extent of funds of the Corporation legally available for the payment of dividends. Not less than 30 days prior to the payment date stated therein, the Corporation shall mail written notice of any such liquidation, dissolution or winding up to each record holder of Class A Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such liquidation, dissolution or winding up. Any (i) sale or transfer by the Corporation of all or substantially all (as defined in the Revised Model Business Corporation Act) of its assets on a consolidated basis, (ii) consolidation, merger or reorganization of the Corporation with or into any other entity or entities as a result of which the holders of the Corporation's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such consolidation, merger or reorganization cease to own the outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to elect a majority of the surviving corporation's board of directors (any such transaction described in clause (i) or (ii), a "Fundamental Change") or (iii) issuance by the Corporation or sale or transfer to any third party of shares of the Corporation's capital stock by the holders thereof as a result of which the holders of the Corporation's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or transfer cease to own the outstanding capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the -4- Board (any such transaction in this clause (iii), a "Change in Control") shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 2, and the holders of the Class A Preferred Stock shall be entitled to receive payment from the Corporation of the amounts payable with respect to the Class A Preferred Stock upon a liquidation, dissolution or winding up of the Corporation under this Section 2 in cancellation of their Shares upon the consummation of any such transaction. Section 3. Priority of Class A Preferred Stock on Dividends and Redemptions. So long as any Class A Preferred Stock remains outstanding, without the prior written consent of the holders of at least a majority of the outstanding Shares, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Junior Securities, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Securities, if at the time of or immediately after any such redemption, purchase, acquisition, dividend or distribution the Corporation has failed to pay the full amount of dividends accrued on the Class A Preferred Stock or the Corporation has failed to make any redemption of the Class A Preferred Stock required hereunder; provided that (i) the Corporation may redeem or repurchase any capital stock held by an employee, director or former employee or director of the Corporation or any of its Subsidiaries, (ii) any recapitalization or exchange of any capital stock, or any subdivision (by stock split, stock dividend or otherwise) or any combination (by stock split, stock dividend or otherwise) of any outstanding shares of the Corporation's capital stock shall not be deemed a redemption, purchase, acquisition, dividend or distribution within the meaning of this Section 3 and (iii) the Corporation may redeem, purchase or otherwise acquire Common Stock for cash or pay or declare dividends or distributions on the Common Stock in cash in an aggregate amount not to exceed $25 million (provided that the aggregate amount of such redemptions, purchases, acquisitions, dividends or distributions paid or payable in any one calendar year shall not exceed the amount of dividends paid on the Class A Preferred Stock in such year multiplied by a fraction, the numerator of which shall be equal to the total number of shares of Common Stock then outstanding immediately prior to any such redemption, purchase, acquisition, dividend or distribution and the denominator of which shall be equal to the total number of shares of Common Stock issuable upon conversion of all of the Shares of Class A Preferred Stock immediately prior to any such redemption, purchase, acquisition, dividend or distribution). Section 4. Redemptions. 4.1 Optional Redemptions. The Corporation may at any time and from time to time after August 1, 2005 redeem all or any portion of the Shares of Class A Preferred Stock then outstanding. Upon any such redemption, the Corporation shall pay a price per Share equal to the greater of (i) the Market Price thereof and (ii) the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) and a premium equal to the following percentage of the Liquidation Value: -5-

Redemption Occurs on or After But Prior to % Premium - ------------------ ------------ --------- August 1, 2005 August 1, 2006 10% August 1, 2006 August 1, 2007 8% August 1, 2007 August 1, 2008 6% August 1, 2008 August 1, 2009 4% August 1, 2009 August 1, 2010 2% August 1, 2010 0%

4.2 Redemption upon Request. If the Corporation does not consummate a Qualifying IPO on or prior to August 1, 2001, the holders of not less than a majority of the then outstanding Class A Preferred Stock may request redemption of all of their Shares of Class A Preferred Stock by delivering written notice of such request to the Corporation. Within five days after receipt of such request, the Corporation shall give written notice of such request to all other holders of Class A Preferred Stock, and such other holders may request redemption of their Shares of Class A Preferred Stock by delivering written notice to the Corporation within ten days after receipt of the Corporation's notice. The Corporation shall be required to redeem all Shares with respect to which such redemption requests have been made at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) within 30 days after receipt of the initial redemption request. The provisions of this Section 4.2 shall terminate automatically and be of no further force and effect upon the consummation of a Qualifying IPO. 4.3 Redemption Payments. For each Share which is to be redeemed hereunder, the Corporation shall be obligated on the Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation's principal office of the certificate representing such Share) an amount in cash determined in accordance with Section 4.1 or Section 4.2, as the case may be. Notwithstanding anything to the contrary contained herein, all redemptions pursuant to this Section 4 will be subject to applicable restrictions contained in the General Corporation Law of Delaware and in the Corporation's and its Subsidiaries' debt and equity financing agreements. If, due to any of the aforementioned restrictions, the funds of the Corporation available for redemption of Shares on any Redemption Date are insufficient to redeem the total number of Shares to be redeemed on such date, those funds which are available free of such restrictions shall be used to redeem the maximum possible number of Shares pro rata among the holders of the Shares to be redeemed based upon the aggregate Liquidation Value of such Shares held by each such holder (plus all accrued and unpaid dividends thereon). At any time thereafter when additional funds of the Corporation are available free of such restrictions for the redemption of Shares, such funds shall immediately be used to redeem the balance of the Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed. Prior to any redemption of Class A Preferred -6- Stock, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Shares which are to be redeemed, but only to the extent of funds of the Corporation available free of such restrictions for the payment of dividends. 4.4 Notice of Redemption. Except as otherwise provided herein, the Corporation shall mail written notice of each redemption of any Class A Preferred Stock (other than a redemption at the request of a holder or holders of Class A Preferred Stock) to each record holder thereof not more than 60 nor less than 30 days prior to the date on which such redemption is to be made. In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares shall be issued to the holder thereof without cost to such holder within five business days after surrender of the certificate representing the redeemed Shares. 4.5 Determination of the Number of Each Holder's Shares to be Redeemed. Except as otherwise provided herein, the number of Shares of Class A Preferred Stock to be redeemed from each holder thereof in redemptions hereunder shall be the number of Shares determined by multiplying the total number of Shares to be redeemed times a fraction, the numerator of which shall be the total number of Shares then held by such holder and the denominator of which shall be the total number of Shares then outstanding. 4.6 Dividends After Redemption Date. No Share shall be entitled to any dividends accruing after the date on which the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder of such Share. On such date, all rights of the holder of such Share shall cease, and such Share shall no longer be deemed to be issued and outstanding. Section 5. Voting Rights. The holders of the Class A Preferred Stock shall be entitled to notice of all stockholders meetings in accordance with the Corporation's bylaws, and the holders of the Class A Preferred Stock shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Class A Common Stock, voting together as a single class, with each share of Class A Common Stock entitled to one vote per share and each Share of Class A Preferred Stock entitled to one vote for each share of Class A Common Stock issuable upon conversion of the Class A Preferred Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote. Section 6. Conversion. 6.1 Conversion Procedure. (i) At any time and from time to time, any holder of Class A Preferred Stock may convert any Share of Class A Preferred Stock held by such holder into a number of shares of Class A Common Stock equal to: -7- [$1,000/Conversion Price] x [90% + (10% x Class L Number)] (ii) Except as otherwise provided herein, each conversion of Class A Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Class A Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the Shares converted as a holder of Class A Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. (iii) The conversion rights of any Share subject to redemption hereunder shall terminate on the Redemption Date for such Share unless the Corporation has failed to pay to the holder thereof all amounts due to such holder in connection with any such redemption. (iv) Notwithstanding any other provision hereof, if a conversion of Class A Preferred Stock is to be made in connection with an Initial Public Offering or other transaction affecting the Corporation, the conversion of any Shares of Class A Preferred Stock may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated. (v) As soon as possible after a conversion has been effected (but in any event within five business days in the case of subparagraph (a) below), the Corporation shall deliver to the converting holder: (a) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; (b) payment in an amount equal to all accrued dividends with respect to each Share converted which have not been paid prior thereto, plus the amount payable under subparagraph (x) below with respect to such conversion; and (c) a certificate representing any Shares of Class A Preferred Stock which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted. -8- (vi) The Corporation shall declare the payment of all dividends payable under Subsection 6.1(v)(b) above. If the Corporation is not permitted under applicable law or any restriction contained in the Corporation's and its Subsidiaries' debt and equity financing agreements to pay any portion of the accrued and unpaid dividends on the Class A Preferred Stock being converted, the Corporation shall pay such dividends to the converting holder as soon thereafter as funds of the Corporation are available free of any such restrictions or prohibition of applicable law for such payment. (vii) The issuance of certificates for shares of Common Stock upon conversion of Class A Preferred Stock shall be made without charge to the holders of such Class A Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock. Upon conversion of each Share of Class A Preferred Stock, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. (viii) The Corporation shall not close its books against the transfer of Class A Preferred Stock or of Common Stock issued or issuable upon conversion of Class A Preferred Stock in any manner which interferes with the timely conversion of Class A Preferred Stock. (ix) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the Class A Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding Class A Preferred Stock. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the Class A Preferred Stock. (x) If any fractional interest in a share of Common Stock would, except for the provisions of this subparagraph, be delivered upon any conversion of the Class A Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Market Price of such fractional interest as of the date of conversion. (xi) If the shares of Common Stock issuable by reason of conversion of Class A Preferred Stock are convertible into or exchangeable for any other stock or securities of the Corporation, the Corporation shall, at the converting holder's option, upon surrender of the Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the stock or securities into which the shares of Common Stock issuable by reason of such conversion are so convertible or -9- exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified. 6.2 Adjustment to Conversion Price. (i) In order to prevent dilution of the conversion rights granted under this Section 6, the Conversion Price shall be subject to adjustment from time to time pursuant to this Section 6.2. (ii) If and whenever on or after the original date of issuance of the Class A Preferred Stock the Corporation issues or sells, or in accordance with Section 6.3 is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then immediately upon such issue or sale or deemed issue or sale the Conversion Price shall be reduced to the Conversion Price determined by dividing (a) the sum of (1) the product derived by multiplying the Conversion Price in effect immediately prior to such issue or sale by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (2) the consideration, if any, received by the Corporation upon such issue or sale, by (b) the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. (iii) Notwithstanding the foregoing, there shall be no adjustment in the Conversion Price as a result of any issue or sale (or deemed issue or sale) of any shares of Common Stock to (A) employees, officers or directors of the Corporation and its Subsidiaries pursuant to stock option plans, stock ownership plans or agreements or other incentive stock arrangements approved by the Board or (B) unaffiliated third party financing sources, so long as such issuances or sales (or deemed issuances or sales) to unaffiliated third party financing sources for a consideration per share less than the Conversion Price does not exceed 10% of the Corporation's Common Stock. 6.3 Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under Section 6.2, the following shall be applicable: (i) Issuance of Rights or Options. If the Corporation in any manner grants or sells any Options and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, -10- the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities. (ii) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon conversion or exchange thereof is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 6, no further adjustment of the Conversion Price shall be made by reason of such issue or sale. (iii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be immediately adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of Section 6.3, if the terms of any Option or Convertible Security which was outstanding as of the date of issuance of the Class A Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. (iv) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Conversion Price then in effect -11- hereunder shall be adjusted immediately to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. For purposes of Section 6.3, the expiration or termination of any Option or Convertible Security which was outstanding as of the date of issuance of the Class A Preferred Stock shall not cause the Conversion Price hereunder to be adjusted unless, and only to the extent that, a change in the terms of such Option or Convertible Security caused it to be deemed to have been issued after the date of issuance of the Class A Preferred Stock. (v) Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation shall be the Market Price thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined by the Board in its reasonable good faith judgment. (vi) Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to have been issued for a consideration of $0.01. (vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any Subsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock. (viii) Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (b) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be. -12- 6.4 Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. 6.5 Notices. Immediately upon any adjustment of the Conversion Price, the Corporation shall give written notice thereof to all holders of Class A Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment. 6.6 Mandatory Conversion. Upon the consummation of a Qualifying IPO, all of the then outstanding Shares of Class A Preferred Stock shall be automatically converted into Common Stock at the then effective Conversion Price. Any such automatic conversion shall only be effected at the time of and subject to the closing of such Qualifying IPO and upon written notice of such automatic conversion delivered to all holders of Class A Preferred Stock at least seven days prior to such closing. Section 7. Protective Provisions. As long as any Shares of Class A Preferred Stock are outstanding, the Corporation shall not without first obtaining the written consent of the holders of at least 66 2/3% of the then outstanding Shares of Class A Preferred Stock: (1) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Class A Preferred Stock; (2) authorize, create or issue any new shares of any class of capital stock or any security convertible into or exercisable for any such class of capital stock having a preference superior to the Class A Preferred Stock with respect to dividends or liquidation rights or liquidation preferences, other than the issuance of any shares of the Corporation's Senior Preferred Stock, par value $.01 per share; or (3) reclassify any outstanding shares of capital stock into any class of capital stock or any security convertible into or exercisable for any such class of capital stock having a preference superior to the Class A Preferred Stock with respect to dividends or liquidation rights or liquidation preferences. Section 8. Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of Class A Preferred Stock. Upon the surrender of any certificate representing Class A Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation's expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by -13- the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Class A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Class A Preferred Stock represented by the surrendered certificate. Section 9. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares of Class A Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Class A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate. Section 10. Amendment and Waiver. No amendment, modification or waiver shall be binding or effective with respect to any provision of this Part C to Article IV hereof without the prior written consent of the holders of at least 66-2/3% of the Class A Preferred Stock outstanding at the time such action is taken. Section 11. Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder's address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder). D. SENIOR PREFERRED STOCK 105,000 shares of the Corporation's Preferred Stock shall be designated as Class B Preferred Stock, par value $0.01 per share (the "Senior Preferred Stock"). The Senior Preferred Stock shall have the following rights, preferences and privileges, subject to the following restrictions, limitations and qualifications. Section 1. Voting Rights. Except as otherwise provided in this Part D or as otherwise required by applicable law, the holders of Senior Preferred Stock shall have no right to vote on any matters to be voted on by the stockholders of the Corporation. -14- Section 2. Dividends. 2.1 General Obligation. When and as declared by the Corporation's Board of Directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall pay preferential dividends to the holders of the Senior Preferred Stock as provided in this Section 2. Dividends on each share of the Senior Preferred Stock (a "Share" for purposes of this Part D of Article Four) shall accrue on a daily basis at the rate of 12.5% per annum of the sum of the Stated Value thereof plus all accumulated and unpaid dividends thereon from and including the date of issuance of such Share to and including the first to occur of (i) the date on which the Stated Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such Share by the Corporation or (ii) the date on which such Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. The date on which the Corporation initially issues any Share shall be deemed to be its "date of issuance" regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share. 2.2 Accumulation of Dividends: Dividend Payment Dates. All dividends which have accrued on each Share of Senior Preferred Stock outstanding during each six-month period ending February 1 and August 1, commencing February 1, 2000 and on or prior to August 1, 2004 will not be paid in cash, but will be capitalized as accumulated and unpaid dividends on the Senior Preferred Stock with respect to each Share until paid to the holder thereof. All dividends accruing on each Share of Senior Preferred Stock from and after August 1, 2004, shall be paid in cash, semi-annually on February 1 and August 1, beginning February 1, 2005. 2.3 Distribution of Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Senior Preferred Stock, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder. 2.4 In Event of Default. In the event the Corporation fails, either in whole or in part, to pay, when due, any dividend or other amount required by this Certificate of Incorporation to be paid with respect to the Senior Preferred Stock (an "Event of Default"), then from and after the due date of such dividend or other payment until such dividend or other payment has been paid in full: (i) the dividend rate on the Senior Preferred Stock shall increase immediately by an increment of two and one-half percent (2.5%) per annum (the "Default Rate") and (ii) the holders of a majority of the Senior Preferred Stock then outstanding shall have the sole and exclusive right to nominate, and the holders of the Senior Preferred Stock voting as a separate class will have the sole and exclusive right to elect, one member of the Corporation's Board of Directors, which right shall be in addition to any other rights of the holders of the Senior Preferred Stock in any other capacity to nominate, elect or vote with respect to the election of the directors of the Corporation pursuant to this Certificate of -15- Incorporation or any agreement with the Corporation and/or its shareholders. Dividends shall accrue at the Default Rate, and the director so nominated and elected by the holders of the Senior Preferred Stock shall serve, until such time as there is no longer any Event of Default in existence, at which time the special right of the holders of the Senior Preferred Stock to nominate and elect one member of the Corporation's Board of Directors shall terminate subject to revesting upon the occurrence and continuation of any Event of Default which gives rise to such special right hereunder. Section 3. Liquidating Distributions. At the time of each Liquidating Distribution, the holders of the Senior Preferred Stock shall be entitled to receive all or a portion of such Liquidating Distribution (ratably among such holders based upon the number of Shares of Senior Preferred Stock held by each such holder as of the time of such Liquidating Distribution) equal to the aggregate Liquidation Preference on the outstanding Shares of Senior Preferred Stock as of the time of such Liquidating Distribution, and no Liquidating Distribution or any portion thereof shall be made with respect to the Class A Preferred Stock or the Common Stock until the entire amount of the Liquidation Preference on the outstanding Shares of Senior Preferred Stock as of the time of such Liquidating Distribution has been paid in full. The Liquidating Distributions made pursuant to this Section 3 to the holders of the Senior Preferred Stock shall constitute a payment of Liquidation Preference on Senior Preferred Stock. Section 4. Non-Liquidating Distributions. At the time of each Non-Liquidating Distribution, the holders of the Senior Preferred Stock shall be entitled to receive all or a portion of such Non-Liquidating Distribution (ratably among such holders based upon the number of Shares of Senior Preferred Stock held by each such holder as of the time of such Non-Liquidating Distribution) equal to the aggregate amount of accrued but unpaid cash dividends required to be paid pursuant to the last sentence of Section 2.2 of this Part D of this Article Four on the outstanding Shares of Senior Preferred Stock as of the time of such Non-Liquidating Distribution, and no Non-Liquidating Distribution or any portion thereof shall be paid with respect to the Class A Preferred Stock or the Common Stock until the entire amount of the accrued but unpaid cash dividends required to be paid pursuant to the last sentence of Section 2.2 of this Part D of this Article Four on the outstanding Shares of Senior Preferred Stock as of the time of such Non-Liquidating Distribution has been paid in full. The Non-Liquidating Distributions made pursuant to this Section 4 to the holders of the Senior Preferred Stock shall constitute a payment of dividends on Senior Preferred Stock. Notwithstanding any other provision in this Certificate of Incorporation to the contrary, prior to the date on which the Stated Value of each Share of Senior Preferred Stock, plus all accrued and unpaid dividends thereon, is paid in full to the holder thereof in connection with the redemption of such Share or otherwise or such Share is otherwise acquired by the Corporation, the Corporation shall not make Non-Liquidating Distributions which would result in cash, property or securities of the Corporation in excess of $25 million being distributed to the holders of Common Stock. -16- Section 5. Redemption. 5.1 Optional Redemption. The Corporation shall have the right to redeem all or any portion of the Shares of Senior Preferred Stock then outstanding from the holders thereof by notice to such holders at a redemption price per Share, to be paid in cash, equal to the Liquidation Preference. 5.2 Mandatory Redemption. On August 1, 2010 (the "Mandatory Redemption Date"), the Corporation shall redeem all of the Senior Preferred Stock then outstanding from the holders thereof, at a redemption price per Share, to be paid in cash, equal to the Liquidation Preference. 5.3 Redemption Procedures. In the event of a redemption pursuant to Section 5.1 or Section 5.2, the Corporation shall deliver notice of such redemption to each holder of record of the Senior Preferred Stock to be redeemed (determined as of the close of business on the business day next preceding the day on which such notice is given), at the address shown on the records of the Corporation for such holder or given by such holder to this Corporation for notice purposes, or if no such address appears or is given, at the address of the Corporation's principal executive offices. Such notice (i) shall notify such holder of the redemption to be effected, specify the number of Shares to be redeemed from such holder, the date of the redemption (which date shall be not less than thirty (30) nor more than sixty (60) days after the date the notice is given) (the "Senior Preferred Stock Redemption Date"), and the manner in which payment may be obtained, and (ii) shall call upon such holder to surrender to the Corporation, at the Corporation's principal executive offices, in the manner designated, the certificate or certificates representing the Shares of Senior Preferred Stock to be redeemed (the "Redemption Notice"). On or after the Senior Preferred Stock Redemption Date, (x) each holder of Senior Preferred Stock to be redeemed shall surrender to the Corporation the certificate or certificates representing such Shares in the manner and at the place designated in the Redemption Notice, (y) the applicable redemption price shall forthwith be paid to the order of the person whose name appears on such certificate or certificates as the owner thereof, either by wire transfer of immediately available funds to such account as the holder may direct or by delivery of a check (drawn on the New York City or San Francisco, California branch of a bank chartered under the laws of the United States of America or any state thereof) to the holder in the manner prescribed for notices in this Article Four and (z) each certificate so surrendered shall be canceled. In the event that fewer than all of the Shares represented by any certificate surrendered pursuant to clause (x) of this Section 5.3 are redeemed, a new certificate representing the unredeemed Shares shall forthwith be issued and delivered to the holder in the manner prescribed for notices in this Article Four. 5.4 Insufficient Funds. If the funds of the Corporation legally available for redemption of the Senior Preferred Stock on the Mandatory Redemption Date are insufficient to redeem the total number of Shares of Senior Preferred Stock to be redeemed on such date, those funds which are legally available will be used to redeem the maximum possible number of such Shares ratably among the holders of such Shares to be redeemed. The Shares of Senior Preferred Stock not redeemed shall remain outstanding and shall be entitled to dividends at the Default Rate and shall otherwise be entitled to all the rights and preferences provided in this Certificate. At any time -17- thereafter when additional funds of the Corporation are legally available for the redemption of the previously unredeemed Shares of Senior Preferred Stock, such funds will immediately be used to redeem the balance of the Shares which the Corporation has become obligated to redeem on the Mandatory Redemption Date but which it has not redeemed. For purposes of Section 2.4 of Part D of Article Four, the failure to redeem all of the Shares of Senior Preferred Stock to be redeemed at the Mandatory Redemption Date and to pay in full the Liquidation Preference for such Shares of Senior Preferred Stock on such date shall be treated as an Event of Default entitling the holders of the Senior Preferred Stock to the rights set forth therein until such Shares have been redeemed, and the Liquidation Preference has been paid in full. 5.5 Status of Redeemed Stock. In the event that any Shares of Senior Preferred Stock are redeemed pursuant to this Section 5, the Shares so redeemed shall be canceled. No Share of Senior Preferred Stock is entitled to any Distributions accruing after the date on which the Liquidation Preference is paid to the holder thereof. On such date all rights of the holder of such Share of Senior Preferred Stock shall cease, and such Share of Senior Preferred Stock shall not be deemed to be outstanding. Section 6. Protective Provisions. As long as any Shares of Senior Preferred Stock are outstanding, the Corporation shall not without first obtaining the written consent of the holders of at least a majority of the then outstanding Shares of Senior Preferred Stock: (1) alter or change the rights, preferences or privileges of any shares of Senior Preferred Stock; (2) except as may be required pursuant to Section 2.5 of that certain Recapitalization Agreement dated as of March 13, 1999, as the same be amended from time to time, by and among the Corporation, Hyundai Electronics Industries Co., Ltd., Hyundai Electronics America and ChipPAC Merger Corp., increase the total number of authorized shares of Senior Preferred Stock or issue or authorize the issuance of any additional Shares of Senior Preferred Stock; or (3) authorize or issue, or obligate itself to issue, any other equity security (including any other security convertible into or exercisable for any equity security) having a preference over or being on a parity with the Senior Preferred Stock with respect to dividends or liquidation rights or liquidation preferences. Section 7. No Impairment. The Corporation shall not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization, recapitalization, transfer of assets, consolidation, merger or other business combination transaction, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under Part D of this Article Four by the Corporation, but will at all times in good faith assist in the carrying out of all provisions of Part D of Article Four and -18- in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Senior Preferred Stock under this Certificate against impairment. Section 8. Registration of Transfer. The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of the Senior Preferred Stock. Upon the surrender of any certificate representing shares of Senior Preferred Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance. Section 9. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Senior Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Senior Preferred Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. Section 10. Notices. All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder's address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder). Section 11. Amendment and Waiver. No amendment as to any terms or provisions of, or for the benefit of, the Senior Preferred Stock that adversely affects the powers, preferences or special rights of the Senior Preferred Stock shall be effective without the prior consent of the holders of a majority of the then outstanding shares of Senior Preferred Stock, voting as a single class. E. CLASS C PREFERRED STOCK 8,750 shares of the Corporation's Preferred Stock shall be designated as Class C-l Convertible Preferred Stock, par value $.01 per share (the "Class C-l Preferred Stock") and 8,750 shares of the Corporation's Preferred Stock shall be designated as Class C-2 Convertible Preferred Stock, par value $.01 per share (the "Class C-2 Preferred Stock" and together with the Class C-l Preferred Stock, the "Class C Preferred Stock"). -19- The Class C Preferred Stock shall have the following rights, preferences and privileges, subject to the following restrictions, limitations and qualifications. Section 1. Dividends. 1.1 General Obligation. When and as declared by the Corporation's Board of Directors and to the extent permitted under the General Corporation Law of California, the Corporation shall pay preferential dividends in cash to the holders of the Class C Preferred Stock as provided in this Section 1. Dividends on each share of the Class C Preferred Stock (a "Share" for purposes of this Part E of Article Four) shall accrue on a daily basis at the rate of 5% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon from and including the date of issuance of such Share to and including the first to occur of (i) the date on which the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such Share is effected by the Corporation, (ii) the date on which such Share is converted into shares of Conversion Stock hereunder or (iii) the date on which such Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative. The date on which the Corporation initially issues any Share shall be deemed to be its "date of issuance" regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share. 1.2 Dividend Reference Dates. To the extent not paid on June 30 of each year, beginning June 30, 2001 (the "Class C Preferred Stock Dividend Reference Date"), all dividends which have accrued on each Share outstanding during the twelve-month period (or other period in the case of the initial Class C Preferred Stock Dividend Reference Date) ending upon each such Class C Preferred Stock Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Share until paid to the holder thereof. 1.3 Distribution of Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Class C Preferred Stock, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder. Section 2. Liquidation. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Class C Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all Shares held by such holder (plus all accrued and unpaid dividends thereon), and the holders of Class C Preferred Stock shall not be entitled to any further payment. -20- If Upon any such liquidation, dissolution or winding up of the Corporation the Corporation's assets to be distributed among the holders of the Class C Preferred Stock hereunder are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid upon any liquidation, dissolution or winding up of the Corporation, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed pro rata among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Class C Preferred Stock held by each such holder. Prior to the liquidation, dissolution or winding up of the Corporation, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Class C Preferred Stock, but only to the extent of funds of the Corporation legally available for the payment of dividends. Not less than 30 days prior to the payment date stated therein, the Corporation shall mail written notice of any such liquidation, dissolution or winding up to each record holder of Class C Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such liquidation, dissolution or winding up. At the election of the Corporation, any (i) sale or transfer by the Corporation of all or substantially all (as defined in the Revised Model Business Corporation Act) of its assets on a consolidated basis, (ii) consolidation, merger or reorganization of the Corporation with or into any other entity or entities as a result of which the holders of the Corporation's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation's board of directors immediately prior to such consolidation, merger or reorganization cease to own the outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to elect a majority of the surviving corporation's board of directors or (iii) issuance by the Corporation or sale or transfer to any third party of shares of the Corporation's capital stock by the holders thereof as a result of which the holders of the Corporation's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation's board of directors immediately prior to such sale or transfer cease to own the outstanding capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation's board of directors shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 2, and the holders of the Class C Preferred Stock shall be entitled to receive payment from the Corporation of the amounts payable with respect to the Class C Preferred Stock upon a liquidation, dissolution or winding up of the Corporation under this Section 2 in cancellation of their Shares upon the consummation of any such transaction. Section 3. Priority of Class C Preferred Stock on Dividends and Redemptions. So long as any Class C Preferred Stock remains outstanding, without the prior written consent of the holders of at least a majority of the outstanding Shares, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Junior Securities, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Securities; provided that (i) the Corporation may redeem or repurchase any capital stock held by an employee or director of the Corporation or its Subsidiaries following such person's termination of service with the Corporation or any of its Subsidiaries and (ii) any recapitalization or exchange of any capital stock, or any subdivision (by stock split, stock -21- dividend or otherwise) or any combination (by stock split, stock dividend or otherwise) of any outstanding shares of the Corporation's capital stock pursuant to which holders of Junior Securities receive solely Junior Securities shall not be deemed a redemption , purchase, acquisition, dividend or distribution within the meaning of this Section 3. Section 4. Redemptions. 4.1 Redemption upon Request. If the Corporation does not consummate an Initial Public Offering on or prior to June 30, 2003, the holders of not less than a majority of the then outstanding Class C Preferred Stock may request redemption of all of their Shares by delivering written notice of such request to the Corporation. Within five days after receipt of such request, the Corporation shall give written notice of such request to all other holders of Class C Preferred Stock, and such other holders may request redemption of their Shares by delivering written notice to the Corporation within ten days after receipt of the Corporation's notice. The Corporation shall be required to redeem all Shares with respect to which such redemption requests have been made at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) within 30 days after receipt of the initial redemption request. The provisions of this Section 4.1 shall terminate automatically and be of no further force and effect upon the consummation of an Initial Public Offering. 4.2 Redemption Payments. For each Share which is to be redeemed hereunder, the Corporation shall be obligated on the Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation's principal office of the certificate representing such Share) an amount in cash determined in accordance with Section 4.1. Notwithstanding anything to the contrary contained herein, all redemptions pursuant to this Section 4 will be subject to applicable restrictions contained in the General Corporation Law of California and in the Corporation's and its Subsidiaries' debt financing agreements. If, due to any of the aforementioned restrictions, the funds of the Corporation available for redemption of Shares on any Redemption Date are insufficient to redeem the total number of Shares to be redeemed on such date, those funds which are available free of such restrictions shall be used to redeem the maximum possible number of Shares pro rata among the holders of the Shares to be redeemed based upon the aggregate Liquidation Value of such Shares held by each such holder (plus all accrued and unpaid dividends thereon). At any time thereafter when additional funds of the Corporation are available free of such restrictions for the redemption of Shares, such funds shall immediately be used to redeem the balance of the Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed. Prior to any redemption of Class C Preferred Stock, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Shares which are to be redeemed, but only to the extent of funds of the Corporation available free of such restrictions for the payment of dividends. 4.3 Notice of Redemption. Except as otherwise provided herein, the Corporation shall mail written notice of each redemption of any Class C Preferred Stock to each record holder thereof not more than 60 nor less than 30 days prior to the date on which such redemption is to be -22- made. In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares shall be issued to the holder thereof without cost to such holder within five business days after surrender of the certificate representing the redeemed Shares. 4.4 Determination of the Number of Each Holder's Shares to be Redeemed. Except as otherwise provided herein, the number of Shares to be redeemed from each holder thereof in redemptions hereunder shall be the number of Shares determined by multiplying the total number of Shares to be redeemed times a fraction, the numerator of which shall be the total number of Shares then held by such holder and the denominator of which shall be the total number of Shares then outstanding. 4.5 Dividends After Redemption Date. No Share shall be entitled to any dividends accruing after the date on which the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder of such Share. On such date, all rights of the holder of such Share shall cease, and such Share shall no longer be deemed to be issued and outstanding. If the Corporation is not permitted under applicable law or any restriction contained in the Corporation's or its Subsidiaries' debt financing agreements to pay any portion of the accrued and unpaid dividends on the Class C Preferred Stock being redeemed, the Corporation shall pay such dividends to the holder as soon thereafter as funds of the Corporation are available free of any such restrictions or prohibition of applicable law for such payment. Section 5. Voting Rights. Except as otherwise provided in this Certificate of Incorporation (the "Certificate") and as otherwise required by applicable law, the Class C Preferred Stock shall have no voting rights; provided that each holder of Class C Preferred Stock shall be entitled to notice of all shareholders meetings and to receive copies of all materials provided to shareholders in connection with such meetings at the same time and in the same manner as notice is given to all shareholders entitled to such meetings and shall be entitled to attend such meetings. Section 6. Conversion. 6.1 Conversion Procedure. (i) Concurrently with the consummation of an Initial Public Offering, each Share shall automatically be converted into a number of shares of Conversion Stock determined by (A) in the case of each share of Class C-1 Preferred Stock, by dividing the sum of $1,000.00 plus the amount of accrued and unpaid dividends per share through the date of conversion, whether or not declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, by the IPO Price and (B) in the case of each share of Class C-2 Preferred Stock, by dividing the sum of $1,000.00 plus the amount of accrued and unpaid dividends per share through the date of conversion, whether or not declared and whether or not there -23 - are profits, surplus or other funds of the Corporation legally available for the payment of dividends, by 90% of the IPO Price. Any such automatic conversion shall only be effected at the time of and subject to the closing of the Initial Public Offering. The conversion rights set forth in this Section 6A(i) with respect to each Share shall terminate upon the date upon which such share is redeemed by the Corporation unless the Corporation has failed to pay to the holder thereof all amounts due to such holder in connection with any such redemption. (ii) Each conversion of Class C Preferred Stock shall be deemed to have been effected as of the consummation of an Initial Public Offering. At the time any such conversion has been effected, the rights of the holder of the Shares converted as a holder of Class C Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby. (iii) As soon as possible after a conversion has been effected (but in any event within five business days), the Corporation shall deliver to the converting holder a certificate or certificates representing the number of shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified. (iv) The issuance of certificates for shares of Conversion Stock upon conversion of Class C Preferred Stock shall be made without charge to the holders of such Class C Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock. Upon conversion of each Share, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. (v) The Corporation shall not close its books against the transfer of Class C Preferred Stock or of Conversion Stock issued or issuable upon conversion of Class C Preferred Stock in any manner which interferes with the timely conversion of Class C Preferred Stock. (vi) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Class C Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Class C Preferred Stock. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the Class C Preferred Stock. -24- (vii) If any fractional interest in a share of Conversion Stock would, except for the provisions of this subsection, be delivered upon any conversion of the Class C Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the IPO Price of such fractional interest as of the date of conversion. Section 7. Protective Provisions. As long as any Shares are outstanding, the Corporation shall not without first obtaining the written consent of the holders of at least 66 2/3% of the then outstanding Shares: (a) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Class C Preferred Stock; (b) authorize, create or issue any new shares of any class of capital stock or any security convertible into or exercisable for any such class of capital stock having a preference superior to the Class C Preferred Stock with respect to dividends or liquidation rights or liquidation preferences, other than the issuance of not more than 10,000 shares of the Corporation's Class A Preferred Stock, par value $.01 per share or not more than 105,000 shares of the Corporation's Senior Preferred Stock, par value $.01 per share (in each case, as the number of such shares may be proportionately adjusted from time to time for all stock splits, stock dividends and other recapitalizations affecting such shares); or (c) reclassify any outstanding shares of capital stock into any class of capital stock or any security convertible into or exercisable for any such class of capital stock having a preference superior to the Class C Preferred Stock with respect to dividends or liquidation rights or liquidation preferences. Section 8. Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of Class C Preferred Stock. Upon the surrender of any certificate representing Class C Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation's expense) a new certificate or certificates in exchange therefore representing in the aggregate the number of Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Class C Preferred Stock represented by such new certificates from the date to which dividends have been fully paid on such Class C Preferred Stock represented by the surrendered certificate. -25- Section 9. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Class C Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate. Section 10. Amendment and Waiver. No amendment, modification or waiver shall be binding or effective with respect to any provision of this Part E to Article IV hereof without the prior written consent of the holders of at least 66 2/3% of the Class C Preferred Stock outstanding at the time such action is taken. Section 11. Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder's address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder). F. COMMON STOCK Section 1. Dividends. Except as otherwise provided by the Delaware General Corporation Law or this Certificate, the holders of Common Stock: (i) subject to the rights of holders any series of Preferred Stock, shall share ratably in all dividends payable in cash, stock or otherwise and other distributions, whether in respect of liquidation or dissolution (voluntary or involuntary) or otherwise and (ii) are subject to all the powers, rights, privileges, preferences and priorities of any series of Preferred Stock as provided herein or in any resolution or resolutions adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of Parts B, C or D of this Article Four. Section 2. Preemptive Rights. No holder of Common Stock shall have any preemptive, subscription, redemption, conversion or sinking fund rights with respect to the Common Stock, or to any obligations convertible (directly or indirectly) into stock of the Corporation whether now or hereafter authorized. -26- Section 3. Voting Rights. Except as otherwise provided by the Delaware General Corporation Law or this Certificate and subject to the rights of holders of any series of Preferred Stock, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Class A Common Stock, and each holder of Class A Common Stock shall have one vote for each share held by such holder on all matters voted upon by the stockholders of the Corporation, and the holders of Class B Common Stock shall have no right to vote on any matters to be voted on by the stockholders of the Corporation. Section 4. Stock Splits and Stock Dividends. The Corporation shall not in any manner subdivide (by stock split, stock dividend or otherwise) or combine (by stock split, stock dividend or otherwise) the outstanding shares of one class of Common Stock unless the outstanding shares of Common Stock of the other class shall be proportionately subdivided or combined. All such subdivisions and combinations shall be payable only in shares of Class A Common Stock to the holders of Class A Common Stock and in shares of Class B Common Stock to the holders of Class B Common Stock. Section 5. Conversion Right. Each record holder of Class A Common Stock will be entitled to convert any or all of such holder's Class A Common Stock into the same number of shares of Class B Common Stock and each record holder of Class B Common Stock will be entitled to convert any or all of the shares of such holder's Class B Common Stock into the same number of shares of Class A Common Stock; provided that at the time of conversion of shares of Class B Common Stock into shares of Class A Common Stock such holder would be permitted, pursuant to applicable law, to hold the total number of shares of Class A Common Stock which such holder would hold after giving effect to such conversion; and provided further that the determination of a holder of Class B Common Stock that such holder is permitted pursuant to applicable law to convert Class B Common Stock into Class A Common Stock pursuant to this Section 5 shall be final and binding upon the Corporation. Each conversion of shares of one class of Common Stock into shares of another class of Common Stock will be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal executive office of the Corporation or at the office of its transfer agent at any time during normal business hours, together with a written notice by the holder of such shares stating the number of shares that any such holder desires to convert into the other class of Common Stock. Such conversion will be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received by the Corporation or its transfer agent, and at such time the rights of any such holder with respect to the converted class of Common Stock will cease and the person or persons in whose name or names the certificate or certificates for shares of the other class of Common Stock are to be issued upon such conversion will be deemed to have become the holder or holders of record of the shares of such other class of Common Stock represented thereby. So long as any shares of any class of Common Stock are outstanding, the Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A -27- Common Stock and Class B Common Stock (or any shares of Class A Common Stock or Class B Common Stock which are held as treasury shares), the number of shares sufficient for issuance upon conversion. Section 6. Registration of Transfer. The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of Common Stock. Upon the surrender of any certificate representing shares of any class of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor (either of the same class, or as directed by the holder in connection with a conversion from one class to another) representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance. The Corporation will not close its books against the transfer of any share of Common Stock, or of any share of Common Stock issued or issuable upon conversion of shares of another class of Common Stock, in any manner that would interfere with the timely conversion of such shares of Common Stock. Section 7. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor or an original party to the Recapitalization Agreement (or stockholder of any such original party), its own agreement will be satisfactory), or, in the case of any such mutilation, upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. Section 8. Notices. All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder's address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder). Section 9. Fractional Shares. In no event will holders of fractional shares be required to accept any consideration in exchange for such shares other than consideration which all holders of Common Stock are required to accept. -28- G. DEFINITIONS "Agreement and Plan of Merger" means that certain Agreement and Plan of Merger, as the same may be amended from time to time, between the Corporation and ChipPAC-California. "Bain Group" means Bain Capital, Inc., Randolph Street Partners and any investment funds, co-investment partnerships or other co-investment vehicles managed by Bain Capital, Inc. "Board" shall have the meaning set forth in Section 1.1, Part C, Article Four. "Certificate" shall have the meaning set forth in Section 5, Part E, Article Four. "Change in Control" shall have the meaning set forth in Section 2, Part C, Article Four. "ChipPAC-California" means ChipPAC, Inc., a California corporation. "Class A Common Stock" shall have the meaning set forth in Part A, Article Four. "Class A Preferred Stock" shall have the meaning set forth in Part C, Article Four. "Class B Common Stock" shall have the meaning set forth in Part A, Article Four. "Class C Preferred Stock" shall have the meaning set forth in Part E, Article Four. "Class C-1 Preferred Stock" shall have the meaning set forth in Part E, Article Four. "Class C-2 Preferred Stock" shall have the meaning set forth in Part E, Article Four. "Class C Preferred Stock Dividend Reference Date" shall have the meaning set forth in Section 1.2, Part E, Article Four. "Class L Common Stock" means the Class L Common Stock of ChipPAC-California that, pursuant to the Agreement and Plan of Merger, will convert into and be exchanged for shares of Class A Common Stock. "Class L Number" means, with respect to any share of Class L Common Stock which would have been issuable upon the conversion of the Class A Preferred Stock pursuant to the terms and conditions of the Articles of Incorporation of ChipPAC-California, the sum of (i) one plus (ii) the quotient of (x) the Unreturned Original Cost plus Unpaid Yield of such share of Class L Common Stock divided by (y) the price per share of the Common Stock to be paid by investors in the Public Offering. "Common Stock" shall have the meaning set forth in Part A, Article Four. -29- "Common Stock Deemed Outstanding" means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock issuable upon the exercise or conversion of any Options or Convertible Securities, including, without limitation, the Class A Preferred Stock (whether or not, in the case of any Options or Convertible Securities, any such Options or Convertible Securities are actually exercisable at such time). "Conversion Price" means $3.937134875, as the same may be adjusted in accordance with Section 6, Part C, Article Four. "Conversion Stock" means shares of the Corporation's Common Stock; provided that if there is a change in the type or class of securities so issuable, then the term "Conversion Stock" shall mean one share of the security issuable upon conversion of the Class C Preferred Stock if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares. "Convertible Securities" means any stock or securities directly or indirectly convertible into or exchangeable for Common Stock. "Default Rate" shall have the meaning set forth in Section 2.4, Part D, Article Four. "Distribution" means each distribution made by the Corporation to holders of capital stock, whether in cash, property, or securities of the Corporation and whether by dividend, liquidating distributions or otherwise; provided that neither of the following shall be a Distribution: (a) any redemption or repurchase by the Corporation of any capital stock held by an employee, director or former employee or director of the Corporation or any of its Subsidiaries or (b) any recapitalization or exchange of any capital stock, or any subdivision (by stock split, stock dividend or otherwise) or any combination (by stock split, stock dividend or otherwise) of any outstanding capital stock. "Dividend Reference Date" shall have the meaning set forth in Section 1.2, Part C, Article Four. "Event of Default" shall have the meaning set forth in Section 2.4, Part D, Article Four. "Existing Shareholder Group" means the Bain Group and the SXI Group. "Fundamental Change" shall have the meaning set forth in Section 2, Part C, Article Four. "General Corporation Law" means the General Corporation Law of the State of Delaware, as amended from time to time. "Initial Public Offering" means a public offering and sale of the Common Stock pursuant to an effective registration statement under the Securities Act of 1933, if immediately thereafter the -30- Corporation has publicly held Common Stock listed on a national securities exchange or the National Association of Securities Dealers, Inc. automated quotation system. "IPO Price" shall mean the price to the public, before deducting for underwriting commissions, stated on the cover page of the final prospectus filed with the Securities and Exchange Commission in connection with an Initial Public Offering. "Junior Securities" means any capital stock or other equity securities of the Corporation, except for the Class C Preferred Stock and the Corporation's Class A Preferred Stock, par value $.01 per share and the Corporation's Senior Preferred Stock, par value $.01 per share (together, in each case, with all accumulated dividends thereon). "Liquidating Distribution" mean any Distribution made upon a Liquidation Event. "Liquidation Event" means (i) any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, (ii) any sale or transfer by the Corporation of all or substantially all (as defined in the Revised Model Business Corporation Act) of its assets on a consolidated basis, (iii) any consolidation, merger or reorganization of the Corporation with or into any other entity or entities as a result of which the holders of the Corporation's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation's Board of Directors immediately prior to such consolidation, merger or reorganization cease to own the outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to elect a majority of the surviving corporation's board of directors or (iv) any sale or transfer to any third party of shares of the Corporation's capital stock by the holders thereof as a result of which the holders of the Corporation's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation's Board of Directors immediately prior to such sale or transfer cease to own the outstanding capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation's board of directors. "Liquidation Preference" means an amount per share of Senior Preferred Stock equal to the sum of (A) the Stated Value plus (B) the amount of all accrued but unpaid dividends on such share of Senior Preferred Stock as provided in Section 2, Part D, Article Four. "Liquidation Value" of any share of Class A Preferred Stock or Class C Preferred Stock as of any particular date shall be equal to $1,000.00 (as proportionately adjusted for all stock splits, stock dividends and other recapitalizations affecting such share of Class A Preferred Stock or Class C Preferred Stock). "Mandatory Redemption Date" shall have the meaning set forth in Section 5.2, Part D, Article Four. -31- "Market Price" of any security means the average of the closing prices of such security's sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which "Market Price" is being determined and the 20 consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the "Market Price" shall be the fair value thereof determined by the Board and the holders of not less than a majority of the Class A Preferred Stock, each in the exercise of their good faith judgment; provided that if the Board and such holders cannot agree on such value, such value shall be determined by an independent valuation firm experienced in valuing businesses such as the Corporation and jointly selected by the Board and such holders. The fees and expenses of the valuation firm shall be borne by the Corporation and the holders of the Class A Preferred Stock. "Non-Liquidating Distribution" means each Distribution other than a Liquidating Distribution. "Options" means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities. "Original Cost" of each share of Class L Common Stock shall be equal to $9.00 per share. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Stock" shall have the meaning set forth in Part A, Article Four. "Public Offering" means the Corporation's initial public offering of common stock pursuant to a registration statement on Form S-1 (Reg. No. 333-39428). "Qualifying IPO" means an Initial Public Offering in which the gross proceeds to the Corporation exceed $50 million. "Recapitalization Agreement" means that certain Agreement and Plan of Recapitalization and Merger, dated as of March 13, 1999, as amended, by and among Hyundai Electronics Industries Co., Ltd., Hyundai Electronics America, ChipPAC-California and ChipPAC Merger Corp. -32- "Redemption Date" as to any share of Class A Preferred Stock or Class C Preferred Stock means the date specified in the notice of any redemption at the Corporation's option or the applicable date specified in this Certificate in the case of any other redemption; provided that no such date shall be a Redemption Date unless the redemption payment required to be made pursuant to Section 4, Part C of Article Four if the redemption is of any share of Class A Preferred Stock or pursuant to Section 4, Part E, if the redemption is of any share of Class C Preferred Stock is actually paid in full on such date, and if not so paid in full, the Redemption Date shall be the date on which such amount is fully paid. "Redemption Notice" shall have the meaning set forth in Section 5.3, Part D, Article Four. "Senior Preferred Stock" shall have the meaning set forth in Part D, Article Four. "Senior Preferred Stock Redemption Date" shall have the meaning set forth in Section 5.3, Part D, Article Four. "Stated Value" of each share of Senior Preferred Stock shall be equal to $1,000 (as proportionally adjusted for all stock splits, stock dividends and other recapitalizations affecting the Senior Preferred Stock). "Subsidiary" means any corporation of which a majority of the shares of outstanding capital stock possessing the voting power (under ordinary circumstances) in electing the board of directors are, at the time as of which any determination is being made, owned by the Corporation either directly or indirectly through Subsidiaries. "SXI Group" means SXI Group LLC, Citicorp Venture Capital, Ltd. and any investment funds, co-investment partnerships or co-investment vehicles managed by Citicorp Venture Capital, Ltd. "Unpaid Yield" of any share of Class L Common Stock means an amount equal to the excess, if any, of (a) the aggregate Yield accrued on such share, over (b) the aggregate amount of Distributions made by the Corporation that constitute payment of Yield on such share. "Unreturned Original Cost" of any share of Class L Common Stock means an amount equal to the excess, if any, of (a) the Original Cost of such share, over (b) the aggregate amount of Distributions made by the Corporation that constitute a return of the Original Cost of such share. "Yield" means, with respect to each outstanding share of Class L Common Stock for each calendar quarter, the amount accruing on such share each day during such quarter at the rate of 12% per annum of the sum of (a) such share's Unreturned Original Cost, plus (b) Unpaid Yield thereon for all prior quarters. In calculating the amount of any Distribution to be made during a calendar quarter, the portion of a Class L Common Stock share's Yield for such portion of such quarter elapsing before such Distribution is made shall be taken into account. -33- ARTICLE FIVE The Corporation is to have perpetual existence. ARTICLE SIX Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. ARTICLE SEVEN In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation. ARTICLE EIGHT (a) To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (b) The corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. (c) Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, proceeding, suit or claim accruing or arising, or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE NINE Vacancies occurring on the Board of Directors for any reason may be filled by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy shall hold office until the next succeeding annual meeting of stockholders of the Corporation and until his or her successor shall have been duly elected and qualified. -34- ARTICLE TEN Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. ARTICLE ELEVEN Beginning immediately following the consummation of the Corporation's Initial Public offering: (i) the stockholders of the Corporation may not take any action by written consent in lieu of a meeting, and must take any actions at a duly called annual or special meeting of stockholders and the power of stockholders to consent in writing without a meeting is specifically denied and (ii) special meetings of stockholders of the Corporation may be called only by either the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority of the total number of directors then in office or by the chief executive officer of the Corporation. ARTICLE TWELVE The Corporation shall not be governed by the provisions of Section 203 of the Delaware General Corporate Law. ARTICLE THIRTEEN Notwithstanding any other provisions of this Certificate or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of the capital stock required by law or this Certificate, the affirmative vote of the holders of at least two-thirds (2/3) of the combined voting power of all of the then outstanding shares of the Corporation eligible to be cast in the election of directors shall be required to alter, amend or repeal Articles Nine or Eleven hereof, or this Article Thirteen, or any provision thereof or hereof, unless such amendment shall be approved by a majority of the directors of the Corporation not affiliated or associated with any person or entity holding (or which has announced an intention to obtain) twenty percent (20%) or more of the voting power of the Corporation's outstanding capital stock (other than the Existing Shareholder Group). -35- ARTICLE FOURTEEN The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. CHIPPAC, INC., a Delaware corporation /s/ Robert Krakauer -------------------------------------- By: Robert Krakauer Title: Senior Vice President and Chief Financial Officer -36- STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 08/08/2000 001399597 - 3242183 CERTIFICATE OF MERGER OF ChipPAC,Inc. (a California corporation) AND ChipPAC, Inc. (a Delaware corporation) It is hereby certified that: 1. The constituent business corporations participating in the merger herein certified are: (i) ChipPAC, Inc., a California corporation, which is incorporated under the laws of the State of California ("ChipPAC-California"); and (ii) ChipPAC, Inc, a Delaware corporation, which is incorporated under the laws of the State of Delaware ("ChipPAC-Delaware"). 2. An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by ChipPAC-California, in accordance with the laws of California, the state of its incorporation, and by ChipPAC-Delaware in the same manner as is provided in Section 251 of the Delaware General Corporation Law. 3. The name of the surviving corporation in the merger herein certified is ChipPAC, Inc., a Delaware corporation, which will continue its existence as said surviving corporation upon the effective date of such merger pursuant to the provisions of the Delaware General Corporation Law. 4. The Amended and Restated Certificate of Incorporation of ChipPAC-Delaware, the survivor, shall be its Certificate of Incorporation and shall continue in full force and effect until further amended and changed in the manner prescribed by the provisions of the Delaware General Corporation Law. 5. An executed copy of the Agreement and Plan of Merger between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 3151 Coronado Drive, Santa Clara, California 95054. 6. A copy of the aforesaid Agreement and Plan of Merger will be furnished ChipPAC-Delaware, on request, and without cost, to any shareholder of each ChipPAC-California or ChipPAC-Delaware. 7. ChipPAC-California has authority to issue 144,907,831 shares of capital stock, consisting of 68,577,788 shares of Class A common stock, par value S.01, of which 40,219,349 shares are outstanding, 68,577,788 shares of Class B common stock, par value $.01, of which no shares are outstanding, 7,619,755 shares of Class L common stock, par value $.01, of which 4,360,659 shares are outstanding, 10,000 shares of Class A Convertible preferred stock, par value $.01, of which 10,000 shares are outstanding, 105,000 shares of Class B preferred stock, par value $.01, of which 70,000 shares are outstanding, and 17,500 shares of Class C Convertible preferred stock, par value $.01, of which 17,500 shares are outstanding. 8. This Certificate of Merger shall be effective at 12:00 noon Eastern Daylight Time on August 8, 2000. (Executed Signature Page To Follow) We further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of our own knowledge. ChipPAC, Inc. a Delaware corporation Date: August 8, 2000 /s/ Dennis P. McKenna ------------------------------------------ By: Dennis P. McKenna Its: President and Chief Executive Officer ATTEST: /s/ Robert Krakauer ------------------------------------------ By: Robert Krakauer Its: Senior Vice President, Chief Financial Officer and Secretary CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND REGISTERED AGENT It is hereby certified that: 1. The name of the corporation (hereinafter called the "Corporation") is Chippac, Inc. 2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent. 3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed. 4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors. Signed on 29th day of May 2002. /s/ Patricia McCall ------------------------------------- (Officer Signature) /s/ Patricia McCall Secretary ------------------------------------- (Typed Name and Title of Officer) STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/03/2002 020354991 - 3242183 State of Delaware Secretary of State Division of Corporations Delivered 02:56 PM 08/04/2004 FILED 02:52 PM 08/04/2004 SRV 040571199 - 3242183 FILE CERTIFICATE OF MERGER OF CAMELOT MERGER, INC. WITH AND INTO CHIPPAC, INC. AUGUST 4, 2004 The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of Delaware (the "DGCL"), DOES HEREBY CERTIFY THAT: FIRST: The name and state of incorporation of each of the constituent corporations to the merger (each a "Constituent Corporation", and together the "Constituent Corporations") are as follows:

Name State of Incorporation - ---- ---------------------- Camelot Merger, Inc. Delaware ChipPAC,Inc. Delaware

SECOND: The Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of February 10, 2004, among ST Assembly Test Services Ltd, a Singapore public company limited by shares ("STATS"), Camelot Merger, Inc. ("Merger Sub") and ChipPAC, Inc. ("ChipPAC") has been approved, adopted, certified, executed and acknowledged as required by Section 251 of the DGCL. THIRD: The name of the surviving corporation of the merger shall be ChipPAC, Inc. (the "Surviving Corporation"). FOURTH: The Amended and Restated Certificate of Incorporation, attached hereto as Exhibit A, shall be the Certificate of Incorporation of the Surviving Corporation, until amended and changed pursuant to the DGCL. FIFTH: The executed Merger Agreement is on file at an office of the Surviving Corporation, the address of which is as follows: ChipPAC, Inc. 47400 Kato Road Fremont, CA 94538 SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any Constituent Corporation. SEVENTH: The Merger will become effective at 1:01 pm (Pacific time) on August 4, 2004. * * * * * * IN WITNESS WHEREOF, said Surviving Corporation has caused this Certificate of Merger to be executed by its duly authorized officer as of the date set forth above. CHIPPAC, INC. By: /s/ Tan Lay Koon --------------------------------- Name: Tan Lay Koon Title: Chairman of the Board and President EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHIPPAC, INC. ARTICLE I Name The name of the corporation is ChipPAC, Inc. (the "Corporation"). ARTICLE II Registered Office and Registered Agent The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of the registered agent of the Corporation at such address is Corporation Service Company. ARTICLE III Corporate Purpose The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "General Corporation Law"). ARTICLE IV Capital Stock The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $0.01 per share. ARTICLE V Directors Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the By-laws of the Corporation. ARTICLE VI Indemnification of Directors, Officers and Others (1) To the fullest extent permitted by the General Corporation Law, as the same exists or as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (2) The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. (3) Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any cause of action, proceeding, suit or claim accruing or arising, or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE VII By-laws The directors of the Corporation shall have the power to adopt, amend or repeal the By-laws. ARTICLE VIII Reorganization Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. ARTICLE IX Amendment Except as otherwise provided in Section (3) of Article VI of this Certificate of Incorporation, the Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all the provisions of this Certificate of Incorporation and all rights conferred on stockholders, directors and officers in this Certificate of Incorporation are subject to this reserved power. EXHIBIT B BYLAWS AMENDED AND RESTATED BY-LAWS OF CHIPPAC, INC. TABLE OF CONTENTS

SECTION PAGE ARTICLE I OFFICES SECTION 1.01. Registered Office................................................. 1 SECTION 1.02. Other Offices..................................................... 1 ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 2.01. Annual Meetings................................................... 1 SECTION 2.02. Special Meetings.................................................. 1 SECTION 2.03. Notice of Meetings................................................ 1 SECTION 2.04. Waiver of Notice.................................................. 2 SECTION 2.05. Adjournments...................................................... 2 SECTION 2.06. Quorum............................................................ 2 SECTION 2.07. Voting............................................................ 2 SECTION 2.08. Proxies........................................................... 3 SECTION 2.09. Stockholders' Consent in Lieu of Meeting.......................... 3 ARTICLE III BOARD SECTION 3.01. General Powers.................................................... 3 SECTION 3.02. Number and Term of Office......................................... 3 SECTION 3.03. Resignation....................................................... 3 SECTION 3.04. Removal........................................................... 3 SECTION 3.05. Vacancies......................................................... 4 SECTION 3.06. Meetings.......................................................... 4 SECTION 3.07. Committees of the Board........................................... 5 SECTION 3.08. Directors' Consent in Lieu of Meeting............................. 6 SECTION 3.09. Action by Means of Telephone or Similar Communications Equipment.. 6 SECTION 3.10. Compensation...................................................... 6 ARTICLE IV OFFICERS SECTION 4.01. Officers.......................................................... 6 SECTION 4.02. Authority and Duties.............................................. 6 SECTION 4.03. Term of Office, Resignation and Removal........................... 6

i SECTION 4.04. Vacancies......................................................... 7 SECTION 4.05. The Chairman...................................................... 7 SECTION 4.06. The President..................................................... 7 SECTION 4.07. Vice Presidents................................................... 7 SECTION 4.08. The Secretary..................................................... 7 SECTION 4.09. Assistant Secretaries............................................. 7 SECTION 4.10. The Treasurer..................................................... 8 SECTION 4.11. Assistant Treasurers.............................................. 8 ARTICLE V CHECKS, DRAFTS, NOTES, AND PROXIES SECTION 5.01. Checks, Drafts and Notes.......................................... 8 SECTION 5.02. Execution of Proxies.............................................. 8 ARTICLE VI SHARES AND TRANSFERS OF SHARES SECTION 6.01. Certificates Evidencing Shares.................................... 8 SECTION 6.02. Stock Ledger...................................................... 9 SECTION 6.03. Transfers of Shares............................................... 9 SECTION 6.04. Addresses of Stockholders......................................... 9 SECTION 6.05. Lost, Destroyed and Mutilated Certificates........................ 9 SECTION 6.06. Regulations....................................................... 9 SECTION 6.07. Fixing Date for Determination of Stockholders of Record........... 9 ARTICLE VII SEAL SECTION 7.01. Seal.............................................................. 10 ARTICLE VIII FISCAL YEAR SECTION 8.01. Fiscal Year....................................................... 10 ARTICLE IX INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS SECTION 9.01. Nature of Indemnity............................................... 10 SECTION 9.02. Procedure for Indemnification of Directors and Officers........... 11 SECTION 9.03. Article Not Exclusive............................................. 11 SECTION 9.04. Insurance......................................................... 11 SECTION 9.05. Expenses.......................................................... 12 ii SECTION 9.06. Employees and Agents.............................................. 12 SECTION 9.07. Contract Rights................................................... 12 SECTION 9.08. Merger or Consolidation........................................... 12 ARTICLE X AMENDMENTS SECTION 10.01. Amendments....................................................... 12 iii BY-LAWS OF CHIPPAC,INC. ARTICLE I OFFICES SECTION 1.01. Registered Office. The address of the registered office of ChipPAC, Inc. (the "Corporation") in the State of Delaware is 2711 Centerville Road, Wilmington, Delaware 19808, County of New Castle. The name of the registered agent of the Corporation at such address is Corporation Service Company. SECTION 1.02. Other Offices. The Corporation may also have an office or offices at any other place or places within or without the State of Delaware as the Board of Directors of the Corporation (the "Board") may from time to time determine or the business of the Corporation may from time to time require. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 2.01. Annual Meetings. The annual meeting of stockholders of the Corporation for the election of directors of the Corporation, and for the transaction of such other business as may properly come before such meeting, shall be held at such place, date and time as shall be fixed by the Board and designated in the notice or waiver of notice of such annual meeting; provided, however, that no annual meeting of stockholders need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware (the "General Corporation Law") to be taken at such annual meeting are taken by written consent in lieu of meeting pursuant to Section 2.09 hereof. SECTION 2.02. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called by the Board or the Chairman of the Board, the President or the Secretary of the Corporation or by the recordholders of at least a majority of the shares of common stock of the Corporation issued and outstanding and entitled to vote thereat, to be held at such place, date and time as shall be designated in the notice or waiver of notice thereof. SECTION 2.03. Notice of Meetings. (a) Except as otherwise provided by law, written notice of each annual or special meeting of stockholders stating the place, date and time of such meeting and, in the case of a special meeting, the purpose or purposes for which such meeting is to be held, shall be given personally or by first-class mail (airmail in the case of international communications) to each recordholder of shares entitled to vote thereat, not less than 10 nor more than 60 days before the date of such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. If, prior to the time of mailing, the Secretary of the Corporation (the "Secretary") shall have received from any stockholder a written request that notices intended for such stockholder are to be mailed to some address other than the address that appears on the records of the Corporation, notices intended for such stockholder shall be mailed to the address designated in such request. (b) Notice of a special meeting of stockholders may be given by the person or persons calling the meeting, or, upon the written request of such person or persons, such notice shall be given by the Secretary on behalf of such person or persons. If the person or persons calling a special meeting of stockholders give notice thereof, such person or persons shall deliver a copy of such notice to the Secretary. Each request to the Secretary for the giving of notice of a special meeting of stockholders shall state the purpose or purposes of such meeting. SECTION 2.04. Waiver of Notice. Notice of any annual or special meeting of stockholders need not be given to any stockholder who files a written waiver of notice with the Secretary, signed by the person entitled to notice, whether before or after such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of stockholders need be specified in any written waiver of notice thereof. Attendance of a stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except when such stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the notice of such meeting was inadequate or improperly given. SECTION 2.05. Adjournments. Whenever a meeting of stockholders, annual or special, is adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote thereat. At the adjourned meeting, any business may be transacted, which might have been transacted at the original meeting. SECTION 2.06. Quorum. Except as otherwise provided by law or the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), the recordholders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, whether annual or special. If, however, such quorum shall not be present in person or by proxy at any meeting of stockholders, the stockholders entitled to vote thereat may adjourn the meeting from time to time in accordance with Section 2.05 hereof until a quorum shall be present in person or by proxy. SECTION 2.07. Voting. Each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Except as otherwise provided by law or the Certificate of Incorporation, when a quorum is present at any meeting of stockholders, the vote 2 of the recordholders of a majority of the shares constituting such quorum shall decide any question brought before such meeting. SECTION 2.08. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express, in writing, consent to or dissent from any action of stockholders without a meeting may authorize another person or persons to act for such stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of stockholders or such action of stockholders without a meeting, at such time as the Board may require. No proxy shall be voted or acted upon more than three years from its date, unless the proxy provides for a longer period. SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, and any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the recordholders of shares having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which the recordholders of all shares entitled to vote thereon were present and voted. ARTICLE III BOARD SECTION 3.01. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these By-laws directed or required to be exercised or done by stockholders. SECTION 3.02. Number and Term of Office. The number of directors shall be two or such other number as shall be fixed from time to time by the Board. Directors need not be stockholders. Directors shall be elected at the annual meeting of stockholders or, if, in accordance with Section 2.01 hereof, no such annual meeting is held, by written consent in lieu of meeting pursuant to Section 2.09 hereof, and each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. SECTION 3.03. Resignation. Any director may resign at any time by delivering his written resignation to the Board, the Chairman of the Board of the Corporation (the "Chairman") or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the Chairman or the Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. SECTION 3.04. Removal. Any or all of the directors may be removed, with or without cause, at any time by vote of the recordholders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the recordholders of shares pursuant to Section 2.09 hereof. 3 SECTION 3.05. Vacancies. Vacancies occurring on the Board as a result of the removal of directors without cause may be filled only by vote of the recordholders of a majority of the shares then entitled to vote at an election of directors, or by written consent of such recordholders pursuant to Section 2.09 hereof. Vacancies occurring on the Board for any other reason, including, without limitation, vacancies occurring as a result of the creation of new directorships that increase the number of directors, may be filled by such vote or written consent or by vote of the Board or by written consent of the directors pursuant to Section 3.08 hereof. If the number of directors then in office is less than a quorum, such other vacancies may be filled by vote of a majority of the directors then in office or by written consent of all such directors pursuant to Section 3.08 hereof. Unless earlier removed pursuant to Section 3.04 hereof, each director chosen in accordance with this Section 3.05 shall hold office until the next annual election of directors by the stockholders and until his successor shall be elected and qualified. SECTION 3.06. Meetings. (a) Annual Meetings. As soon as practicable after each annual election of directors by the stockholders, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 3.08 hereof. (b) Other Meetings. Other meetings of the Board shall be held at such times as the Chairman, the President of the Corporation (the "President"), the Secretary or a majority of the Board shall from time to time determine. (c) Notice of Meetings. The Secretary shall give written notice to each director of each meeting of the Board, which notice shall state the place, date, time and purpose of such meeting. Notice of each such meeting shall be given to each director, if by mail, addressed to him at his residence or usual place of business, at least three days before the day on which such meeting is to be held, or shall be sent to him at such place by telecopy, telegraph, cable, or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time of the meeting referred to in such waiver, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of any meeting of the Board need be specified in any written waiver of notice thereof. Attendance of a director at a meeting of the Board shall constitute a waiver of notice of such meeting, except as provided by law. (d) Place of Meetings. The Board may hold its meetings at such place or places within or without the State of Delaware as the Board or the Chairman may from time to time determine, or as shall be designated in the respective notices or waivers of notice of such meetings. (e) Quorum and Manner of Acting. One-third of the total number of directors then in office shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Certificate of Incorporation or these By-laws. In the absence of a quorum for any such meeting, 4 a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. (f) Organization. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence: 1) the Chairman; 2) the President; 3) any director chosen by a majority of the directors present. The Secretary or, in the case of his absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary is present) whom the chairman of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof. SECTION 3.07. Committees of the Board. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Any committee of the Board, to the extent provided in the resolution of the Board designating such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these By-laws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board. 5 SECTION 3.08. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all the members of the Board or such committee and such consent or electronic transmission is filed with the minutes of the proceedings of the Board or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. SECTION 3.09. Action by Means of Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. SECTION 3.10. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board may determine the compensation of directors. In addition, as determined by the Board, directors may be reimbursed by the Corporation for their expenses, if any, in the performance of their duties as directors. No such compensation or reimbursement shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV OFFICERS SECTION 4.01. Officers. The officers of the Corporation shall be the Chairman, the President and the Secretary and may include a Treasurer and one or more Vice Presidents and one or more Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be held by the same person. SECTION 4.02. Authority and Duties. All officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent not so provided, by resolution of the Board. SECTION 4.03. Term of Office, Resignation and Removal. (a) Each officer shall be appointed by the Board and shall hold office for such term as may be determined by the Board. Each officer shall hold office until his successor has been appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security for the faithful performance of his duties. (b) Any officer may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take effect at the time specified in such notice of, if the time be not specified, upon receipt thereof by the Board, the Chairman, the President or the Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. 6 (c) All officers and agents appointed by the Board shall be subject to removal, with or without cause, at any time by the Board or by the action of the recordholders of a majority of the shares entitled to vote thereon. SECTION 4.04. Vacancies. Any vacancy occurring in any office of the Corporation, for any reason, shall be filled by action of the Board. Unless earlier removed pursuant to Section 4.03 hereof, any officer appointed by the Board to fill any such vacancy shall serve only until such time as the unexpired term of his predecessor expires unless reappointed by the Board. SECTION 4.05. The Chairman. The Chairman shall have the power to call special meetings of stockholders, to call special meetings of the Board and, if present, to preside at all meetings of stockholders and all meetings of the Board. The Chairman shall perform all duties incident to the office of Chairman of the Board and all such other duties as may from time to time be assigned to him by the Board or these By-laws. SECTION 4.06. The President. The President shall be the chief executive officer of the Corporation and shall have general and active management and control of the business and affairs of the Corporation, subject to the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect. The President shall perform all duties incident to the office of President and all such other duties as may from time to time be assigned to him by the Board or these By-laws. SECTION 4.07. Vice Presidents. Vice Presidents, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the President and perform such other duties as the Board or the President shall prescribe, and in the absence or disability of the President, shall perform the duties and exercise the powers of the President. SECTION 4.08. The Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform the same duties for any committee of the Board when so requested by such committee. He shall give or cause to be given notice of all meetings of stockholders and of the Board, shall perform such other duties as may be prescribed by the Board, the Chairman or the President and shall act under the supervision of the Chairman. He shall keep in safe custody the seal of the Corporation and affix the same to any instrument that requires that the seal be affixed to it and which shall have been duly authorized for signature in the name of the Corporation and, when so affixed, the seal shall be attested by his signature or by the signature of the Treasurer of the Corporation (the "Treasurer") or an Assistant Secretary or Assistant Treasurer of the Corporation. He shall keep in safe custody the certificate books and stockholder records and such other books and records of the Corporation as the Board, the Chairman or the President may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman or the President. SECTION 4.09. Assistant Secretaries. Assistant Secretaries of the Corporation ("Assistant Secretaries"), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the 7 Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary. SECTION 4.10. The Treasurer. The Treasurer, if any, shall have the care and custody of all the funds of the Corporation and shall deposit such funds in such banks or other depositories as the Board, or any officer or officers, or any officer and agent jointly, duly authorized by the Board, shall, from time to time, direct or approve. He shall disburse the funds of the Corporation under the direction of the Board and the President. He shall keep a full and accurate account of all moneys received and paid on account of the Corporation and shall render a statement of his accounts whenever the Board, the Chairman or the President shall so request. He shall perform all other necessary actions and duties in connection with the administration of the financial affairs of the Corporation and shall generally perform all the duties usually appertaining to the office of treasurer of a corporation. When required by the Board, he shall give bonds for the faithful discharge of his duties in such sums and with such sureties as the Board shall approve. SECTION 4.11. Assistant Treasurers. Assistant Treasurers of the Corporation ("Assistant Treasurers"), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer. ARTICLE V CHECKS, DRAFTS, NOTES, AND PROXIES SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined, from time to time, by resolution of the Board. SECTION 5.02. Execution of Proxies. The Chairman, the President or any Vice President may authorize, from time to time; the execution and issuance of proxies to vote shares of stock or other securities of other corporations held of record by the Corporation and the execution of consents to action taken or to be taken by any such corporation. All such proxies and consents, unless otherwise authorized by the Board, shall be signed in the name of the Corporation by the Chairman, the President or any Vice President. ARTICLE VI SHARES AND TRANSFERS OF SHARES SECTION 6.01. Certificates Evidencing Shares. Shares shall be evidenced by certificates in such form or forms as shall be approved by the Board. Certificates shall be issued in consecutive order and shall be numbered in the order of their issue, and shall be signed by the Chairman, the President or any Vice President and by the Secretary, any Assistant Secretary, the 8 Treasurer or any Assistant Treasurer. If such a certificate is manually signed by one such officer, any other signature on the certificate may be a facsimile. In the event any such officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to hold such office or to be employed by the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such officer had held such office on the date of issue. SECTION 6.02. Stock Ledger. A stock ledger in one or more counterparts shall be kept by the Secretary, in which shall be recorded the name and address of each person, firm or corporation owning the shares evidenced by each certificate evidencing shares issued by the Corporation, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares stand on the stock ledger of the Corporation shall be deemed the owner and recordholder thereof for all purposes. SECTION 6.03. Transfers of Shares. Registration of transfers of shares shall be made only in the stock ledger of the Corporation upon request of the registered holder of such shares, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and upon the surrender of the certificate or certificates evidencing such shares properly endorsed or accompanied by a stock power duly executed, together with such proof of the authenticity of signatures as the Corporation may reasonably require. SECTION 6.04. Addresses of Stockholders. Each stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to such stockholder, and, if any stockholder shall fail to so designate such an address, corporate notices may be served upon such stockholder by mail directed to the mailing address, if any, as the same appears in the stock ledger of the Corporation or at the last known mailing address of such stockholder. SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each recordholder of shares shall promptly notify the Corporation of any loss, destruction or mutilation of any certificate or certificates evidencing any share or shares of which he is the recordholder. The Board may, in its discretion, cause the Corporation to issue a new certificate in place of any certificate theretofore issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction, and the Board may, in its discretion, require the recordholder of the shares evidenced by the lost, stolen or destroyed certificate or his legal representative to give the Corporation a bond sufficient to indemnify the Corporation against any claim made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. SECTION 6.06. Regulations. The Board may make such other rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates evidencing shares. SECTION 6.07. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any 9 meeting of stockholders or any adjournment thereof, or to express consent to, or to dissent from, corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other such action. A determination of the stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. ARTICLE VII SEAL SECTION 7.01. Seal. The Board may approve and adopt a corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation and the words "Corporate Seal Delaware". ARTICLE VIII FISCAL YEAR SECTION 8.01. Fiscal Year. The fiscal year of the Corporation shall end on the thirty-first day of December of each year unless changed by resolution of the Board. ARTICLE IX INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS SECTION 9.01. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys' fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 9.02 hereof, the Corporation shall indemnify any such person seeking indemnification in Connection with a proceeding initiated by such person only if such proceeding was authorized by the Board. The right to indemnification conferred in this Article IX shall be a contract right and, 10 subject to Sections 9.02 and 9.05, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. SECTION 9.02. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the Corporation under Section 9.01 or advance of expenses under Section 9.05 shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article IX is required, and the Corporation fails to respond within 60 days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article IX shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including the Board, independent legal counsel or it stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law, nor an actual determination by the Corporation (including the Board, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. SECTION 9.03. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, any By-law, agreement, vote of stockholders or disinterested directors or otherwise. SECTION 9.04. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under this Article IX. 11 SECTION 9.05. Expenses. Expenses incurred by any person described in Section 9.01 hereof in defending a proceeding shall be paid by the Corporation in advance of such proceeding's final disposition unless otherwise determined by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate. SECTION 9.06. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article IX and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board. SECTION 9.07. Contract Rights. The provisions of this Article IX shall be deemed to be a contract right between the Corporation and each director or officer who serves in any such capacity at any time while this Article IX and the relevant provisions of the General Corporation Law or other applicable law are in effect, and any repeal or modification of this Article IX or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing. SECTION 9.08. Merger or Consolidation. For purposes of this Article IX, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article IX with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. ARTICLE X AMENDMENTS SECTION 10.01. Amendments. Any By-law (including these By-laws) may be altered, amended or repealed by the vote of the recordholders of a majority of the shares then entitled to vote at an election of directors or by written consent of stockholders pursuant to Section 2.09 hereof, or by vote of the Board or by a written consent of directors pursuant to Section 3.08 hereof. 12 EX-3.3 3 u92498exv3w3.txt EX-3.3 MEMORANDUM AND ARTICLES OF ASSOCIATION OF STATS HOLDINGS LIMITED EXHIBIT 3.3 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESSS COMPANIES ACT (CAP. 291) MEMORANDUM AND ARTICLES OF ASSOCIATION OF STATS HOLDINGS LIMITED (FORMERLY SUCCESS ZONE HOLDINGS LIMITED) INCORPORATED THE 3RD DAY OF DECEMBER, 2002 INCORPORATED IN THE BRITISH VIRGIN ISLANDS TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP. 291) MEMORANDUM OF ASSOCIATION OF STATS HOLDINGS LIMITED (FORMERLY SUCCESS ZONE HOLDINGS LIMITED) NAME 1. The name of the Company is STATS Holdings Limited. REGISTERED OFFICE 2. The registered office of the Company will be located at the offices of Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. REGISTERED AGENT 3. The registered agent of the Company will be Offshore Incorporations Limited of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. GENERAL OBJECTS AND POWERS 4. The Objects for which the Company is established are to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands including but not limited to: (1) To purchase or otherwise acquire and undertake the whole or any part of the business, goodwill, assets and liabilities of any person, firm or company; to acquire an interest in, amalgamate with or enter into partnership, joint venture or profit-sharing arrangements with any person, firm or company; to promote, sponsor, establish, constitute, form, participate in, organise, manage, supervise and control any corporation, company, syndicate, fund, trust, business or institution. (2) To import, export, buy, sell (wholesale and retail), exchange, barter, let on hire, distribute and otherwise deal in and turn to account goods, materials, commodities, produce and merchandise generally in their prepared, manufactured, semi-manufactured, and raw state. 2 (3) To purchase or otherwise acquire and hold, in any manner and upon any terms, and to underwrite, invest and deal in shares, stocks, debentures, debenture stock, annuities and foreign exchange, foreign currency deposits and commodities and enter into any interest rate exchange contracts, currency exchange contracts, forward contracts, futures contracts, options and other derivatives or financial instruments or products, whether or not entered into or acquired for the purpose of hedging against or minimising any loss concerning the assets and business of the Company, and from time to time to vary any of the same, and to exercise and enforce all rights and powers incidental to the Company's interest therein, and to carry on business as an investment trust, except a fund required to register under the Mutual Funds Act 1996 (as amended), and to invest or deal with the monies of the Company not immediately required for its operations in such manners as the Company may think fit. (4) To enter into, carry on and participate in financial transactions and operations of all kinds. (5) To manufacture, construct, assemble, design, repair, refine, develop, alter, convert, refit, prepare, treat, render marketable, process and otherwise produce materials, fuels, chemicals, substances and industrial, commercial and consumer products of all kinds. (6) To apply for, register, purchase or otherwise acquire and protect, prolong, and renew, in any part of the world, any intellectual and industrial property and technology of whatsoever kind or nature and licences, protections and concessions therefor, and to use, turn to account, develop, manufacture, experiment upon, test, improve and licence the same. (7) To purchase or otherwise acquire and to hold, own, licence, maintain, work, exploit, farm, cultivate, use, develop, improve, sell, let, surrender, exchange, hire, convey or otherwise deal in lands, mines, natural resources, and mineral, timber and water rights, wheresoever situate, and any interest, estate and rights in any real, personal or mixed property and any franchises, rights, licences or privileges, and to collect, manage, invest, reinvest, adjust, and in any manner to dispose of the income, profits, and interest arising therefrom. (8) To improve, manage, develop, sell, let, exchange, invest, reinvest, settle, grant licences, easements, options, servitudes and other rights over, or otherwise deal with all or any part of the Company's property, undertaking and assets (present and future) including uncalled capital, and any of the Company's rights, interests and privileges. (9) To acquire, sell, own, lease, let out on hire, administer, manage, control, operate, construct, repair, alter, equip, furnish, fit out, decorate, improve and otherwise undertake and deal in engineering and construction works, buildings, projects, offices and structures of all kinds. (10) To carry on business as consulting engineers in all field including without limitation civil, mechanical, chemical, structural, marine, mining, industrial, 3 aeronautical, electronic and electrical engineering, and to provide architectural, design and other consultancy services of all kinds. (11) To purchase or otherwise acquire, take in exchange, charter, hire, build, construct, own, work, manage, operate and otherwise deal with any ship, boat, barge or other waterborne vessel, hovercraft, balloon, aircraft, helicopter or other flying machine, coach, wagon, carriage (however powered) or other vehicle, or any share or interest therein. (12) To establish, maintain, and operate sea, air, inland waterway and land transport enterprises (public and private) and all ancillary services. (13) To carry on the business of advisers, consultants, researchers, analysts and brokers of whatsoever kind of nature in all branches of trade, commerce, industry and finance. (14) To provide or procure the provision of every and any service or facility required by any person, firm or company. (15) To provide agency, corporate, office and business services to any person, firm or company, and to act as nominee or custodian of any kind and to act as directors, accountants, secretaries and registrars of companies incorporated by law or societies or organizations whether incorporated or not and to act as trustee under deeds of trust and settlement and as executor of wills and to receive assets into custody on behalf of clients and to manage, administer and invest such assets in accordance with any deed of trust or settlement, will or other instruments pursuant to which such assets are held. (16) To carry on all or any of the businesses of shippers and ship owners, ship and boat builders, charterers, shipping and forwarding agents, ship managers, wharfingers, lightermen, stevedores, packers, storers, fishermen and trawlers. (17) To carry on all or any of the businesses of hoteliers and restaurateurs and sponsors, managers and licencees of all kinds of sporting, competitive, social and leisure activities and of clubs, associations and social gatherings of all kinds and purposes. (18) To carry on business as auctioneers, appraisers, valuers, surveyors, land and estate agents. (19) To carry on business as farmers, graziers, dealers in and breeders of livestock, horticulturists and market gardeners. (20) To carry on all or any of the businesses of printers, publishers, designers, draughtsmen, journalists, press and literary agents, tourist and travel agents, advertisers, advertising and marketing agents and contractors, personal and promotional representatives, artists, sculptors, decorators, illustrators, photographers, film makers, producers and distributors, publicity agents and display specialists. 4 (21) To establish and carry on institutions of education instruction or research and to provide for the giving and holding of lectures, scholarships, awards, exhibitions, classes and meetings for the promotion and advancement of education or the dissemination of knowledge generally. (22) To carry on business as jewelers, goldsmith, silversmiths and bullion dealers and to import, export, buy, sell and deal in (wholesale and retail) jewellery, gold, silver and bullion, gold and silver plate, articles of value, objects of art and such other articles and goods as the company thinks fit, and to establish factories for culturing, processing and manufacturing goods for the above business. (23) To design, invent, develop, modify, adapt, alter, improve and apply any object, article, device, appliance, utensil or product for any use or purpose whatsoever. (24) To develop, acquire, store, licence, apply, assign, exploit all and any forms of computer and other electronic software, programs and applications and information, databases and reference material and computer, digital and other electronic recording, retrieval, processing and storage media of whatsoever kind and nature. (25) To engage in the provision or processing of communications and telecommunications services, information retrieval and delivery, electronic message, electronic commerce, internet and database services. (26) To enter into any commercial or other arrangements with any government, authority, corporation, company or person and to obtain or enter into any legislation, orders, charters, contracts, decrees, rights, privileges, licences, franchises, permits and concessions for any purpose and to carry out, exercise and comply with the same and to make, execute, enter into, commence, carry on, prosecute and defend all steps, contracts, agreements, negotiations, legal and other proceedings, compromises, arrangements and schemes and to do all other acts, matters and things which shall at any time appear conducive or expedient for the advantage or protection of the Company. (27) To take our insurance in respect of any and all insurable risks which may affect the Company or any other company or person and to effect insurance (and to pay the premiums therefor) in respect of the life of any person and to effect re-insurance and counter-insurance, but no business amounting to fire, life or marine insurance business may be undertaken. (28) To lend and advance money and grand and provide credit and financial or other accommodation to any person, firm or company. (29) To borrow or raise money in such manner as the Company shall think fit and in particular by the issue (whether at par or at a premium or discount and for such consideration as the Company may think fit) of bonds, debentures or debenture stock, mortgages or charges, perpetual or otherwise, and if the Company thinks fit charged upon all or any of the Company's property (both present and future) and undertaking including its uncalled capital and further, if so thought fit, convertible 5 any stock or shares of the Company or any other company, and collaterally or further to secure any obligations of the Company by a trust deed or other assurance. (30) To guarantee or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether by personal covenant or by mortgaging or charging all or part of the undertaking, property, assets and rights (present and future) and uncalled capital of the Company or by both such methods or by any other means whatsoever, the liabilities and obligations of and the payment of any moneys whatsoever (including but not limited to capital, principal, premiums, interest, dividends, costs and expenses on any stocks, shares or securities) by any person, firm or company whatsoever including but not limited to any company which is for the time being the holding company or a subsidiary of the Company or of the Company's holding company or is otherwise associated with the Company in its business, and to act as agents for the collection, receipt or payment of money, and to enter into any contract of indemnity or suretyship (but not in respect of fire, life and marine insurance business). (31) To draw, make, accept, endorse, negotiate, discount, execute, issue, purchase or otherwise acquire, exchange, surrender, convert, make advances upon, hold, charge, sell and otherwise deal in bills of exchange, cheques, promissory notes, and other negotiable instruments and bills of lading, warrants, and other instruments relating to goods. (32) To give any remuneration or other compensation or reward (in cash or securities or in any other manner the Directors may think fit) to any person for services rendered or to be rendered in the conduct or course of the Company's business or in placing or procuring subscriptions of or otherwise assisting in the issue of any securities of the Company or any other company formed or promoted by the Company or in which the Company may be interested in or about the formation or promotion of the Company or any other company as aforesaid. (33) To grant or procure pensions, allowances, gratuities and other payments and benefits of whatsoever nature to or for any person and to make payments towards insurances or other arrangements likely to benefit any person or advance the interests of the Company or of its Members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to further the interests of the Company or its Members or for any national, charitable, benevolent, educational, social, public, general or useful object. (34) To pay all expenses preliminary or incidental to the formation and promotion of the Company or any other company and the conduct of the business of the Company or any other company. (35) To procure the Company to be registered or recognised in any territory. (36) To cease carrying on and wind up any business or activity of the Company, and to cancel any registration of and to wind up and procure the dissolution of the Company in any territory. 6 (37) To distribute any part of the undertaking, property and assets of the Company among its creditors and Members in specie or in kind but so that no distribution amounting to a reduction of capital may be made without the sanction (if any) for the time being required by law. (38) To appoint agents, experts and attorneys to do any and all of the above matters and things on behalf of the Company or any thing or matter for which the Company acts as agent or is in any other way whatsoever interested or concerned in any part of the world. (39) To do all and any of the above the matters or things in any part of the world and either as principal, agent, contractor, trustee, or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others, and generally upon such terms and in such manner and for such consideration and security (if any) as the Company shall think fit including the issue and allotment of securities of the Company in payment or part payment for any property acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose. (40) To carry on any other business or activity and do any act or thing which in the opinion of the Company is or may be capable of being conveniently carried on or done in connection with any of the above, or likely directly or indirectly to enhance the value of or render more profitable all or any part of the Company's property or assets or otherwise to advance the interests of the Company or its Members. (41) To have all such powers as are permitted by law for the time being in force in the British Virgin Islands, irrespective of corporate benefit, to perform all acts and engage in all activities necessary, conducive or incidental to the conduct, promotion or attainment of the above objects of the Company or any of them. And it is hereby declared that the intention is that each of the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be an independent main object and be in nowise limited or restricted by reference to or inference form the terms of any other paragraph or the name of the Company. 5. EXCLUSIONS (i) The Company may not (a) carry on business with persons resident in the British Virgin Islands; (b) own an interest in real property situate in the British Virgin Islands, other than a lease referred to in paragraph 5(ii)(e) of subclause 5(ii); (c) carry on banking or trust business, unless it is licenced to do so under the Banks and Trust Companies Act, 1990; (d) carry on business as an insurance or re-insurance company, insurance 7 agent or insurance broker, unless it is licenced under an enactment authorizing it to carry on that business; (e) carry on business of company management, unless it is licensed under the Company Management Act, 1990; or (f) carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands. (ii) For purposes of paragraph 5(i)(a) of subclause 5(i), the Company shall not be treated as carrying on business with person resident in the British Virgin Islands if (a) it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands; (b) it makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within the British Virgin Islands; (c) it prepares or maintains books and records within the British Virgin Islands; (d) it holds, within the British Virgin Islands, meetings of its directors or members; (e) it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained; (f) it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Act or under the Companies Act; or (g) shares debt obligations or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Act or under the Companies Act. LIMITATION OF LIABILITY 6. The liability of members of the Company is limited. CURRENCY 7. Shares in the Company shall be issued in the currency of the United States of America. 8 AUTHORISED CAPITAL 8. The authorised capital of the Company is US$50,000.00. CLASSES, NUMBER AND PAR VALUE OF SHARES 9. The authorised capital is made up of one class and one series of shares divided into 50,000 shares of US$1.00 par value. DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES 10. All shares shall (a) have one vote each; (b) be subject to redemption, purchase or acquisition by the Company for fair value; and (c) have the same rights with regard to dividends and distributions upon liquidation of the Company. VARIATION OF CLASS RIGHTS 11. If any time the authorised capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU 12. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. REGISTERED SHARES 13. Shares in the Company may only be issued as registered shares and may not be exchanged for shares issued to bearer. TRANSFER OF SHARES 14. Subject to the provisions relating to the transfer of shares set forth in the Articles of Association annexed hereto (the "Articles of Association"), shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members. 9 PRIVATE COMPANY 15. The Company is a private company, and accordingly: (a) any invitation to the public to subscribe for any shares or debentures of the Company is prohibited; (b) the number of the members of the Company (not including persons who are in the employment of the Company, and persons who, having been formerly in the employment of the Company, were, while in such employment, and have continued after the determination of such employment to be, members of the Company) shall be limited to fifty PROVIDED that where two or more persons hold one or more shares in the Company jointly they shall, for the purposes of this Article, be treated as a single member; (c) the right to transfer the shares of the Company shall be restricted in manner herein prescribed; and (d) the Company shall not have power to issue share warrants to bearer. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION 16. The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors. DEFINITIONS 17. The meanings of words in this Memorandum of Association are as defined in the Articles of Association. We, OFFSHORE INCORPORATIONS LIMITED, of P.O Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to this Memorandum of Association the 1st day of July, 2002. SUBSCRIBER OFFSHORE INCORPORATIONS LIMITED /s/ E.T. Powell ------------------------------------------ E.T. POWELL Authorised Signatory /s/ Fandy Tsoi in the presence of : WITNESS ------------------------------------------ Fandy Tsoi 9th Floor, Ruttonjee House 11 Duddell Street, Central Hong Kong Occupation: Operations Manager 10 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP.291) ARTICLES OF ASSOCIATION OF STATS HOLDINGS LIMITED (FORMERLY SUCCESS ZONE HOLDINGS LIMITED) PRELIMINARY 1. In these Articles, if not consistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof. Words Meaning - ----- ------- "capital" The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus (a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and (b) the amounts as are from time to time transferred from surplus to capital by a resolution of directors. "member" A person who holds shares in the Company. "person" An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons. "resolution of directors" (a) A resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the 11 Company by the affirmative vote of a simple majority of the directors present at the meeting who voted and did not abstain; or (b) a resolution consented to in writing by all directors or of all members of the committee, as the case may be; except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority. "resolution of members" (a) A resolution approved at a duly convened and constituted meeting of the members of the Company by the affirmative vote of (i) a simple majority of the votes of the shares entitled to vote thereon which were present at the meeting and were voted and not abstained, or (ii) a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or (b) a resolution consented to in writing by (i) an absolute majority of the votes of shares entitled to votes thereon, or (ii) an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon. "securities" Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debts obligations. "surplus" The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus the Company's capital. "the Act" The International Business Companies Act (Cap. 291) including any modification, extension, re-enactment or renewal thereof and any regulations made thereunder. "the Memorandum" The Memorandum of Association of the Company as originally framed or as from time to time amended. 12 "the Seal" Any Seal which has been duly adopted as the Seal of the Company. "these Articles" The Articles of Association as originally framed or as from time to time amended. "treasury shares" Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled. 2. "Written" or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of reproducing words in a visible form, including telex, facsimile, telegram, cable, electronic message or other form of writing produced by electronic communication. 3. Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles. 4. Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others. 5. A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction. 6. A reference to money in these Articles is, unless otherwise stated, a reference to the currency in which shares in the Company shall be issued according to the provisions of the Memorandum. REGISTERED SHARES 7. Every member holding registered shares in the Company shall be entitled to a certificate signed by a director or officer of the Company and under the Seal specifying the share or shares held by him and the signature of the director or officer and the Seal may be facsimiles. 8. Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors. 13 9. If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any dividend payable in respect of such shares. SHARES, AUTHORISED CAPITAL, CAPITAL AND SURPLUS 10. Subject to the provisions of these Articles and any resolution of members the unissued shares of the Company shall be at the disposal of the directors who may, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine. 11. No share in the Company may be issued until the consideration in respect thereof is fully paid, and when issued the share is for all purposes fully paid and non-assessable save that a share issued for a promissory note or other written obligation for payment of a debt may be issued subject to forfeiture in the manner prescribed in these Articles. 12. Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors. 13. Shares in the Company may be issue for such amount of consideration as the director may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus. 14. A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security. 15. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine. 16. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualification, restrictions, rights and other attributes of a whole share of the same class or series of shares. 17. Upon the issue by the Company of a share without par value, if an amount is stated in the Memorandum to be authorised capital represented by such shares then each share shall be issued for no less than the appropriate proportion of such 14 amount which shall constitute capital, otherwise the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company. 18. The Company may purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or in exchange for newly issued shares of equal value. 19. Subject to provisions to the contrary in (a) the Memorandum or these Articles; (b) the designations, powers, preferences, rights, qualifications, limitations and restrictions with which the shares were issued; or (c) the subscription agreement for the issue of the shares, the Company may not purchase, redeem or otherwise acquire its own shares without the consent of members whose shares are to be purchase, redeemed or otherwise acquired. 20. No purchase, redemption or other acquisition of shares shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realisable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its capital and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. 21. A determination by the directors under the preceding Regulation is not required where shares are purchased, redeemed or otherwise acquired. (a) pursuant to a right member to have his shares redeemed or to have his shares exchanged for money or other property of the Company; (b) by virtue of a transfer of capital pursuant to Regulation 49; (c) by virtue of the provisions of Section 83 of the Act; or (d) pursuant to an order of the Court. 22. Shares that the Company purchases, redeems or otherwise acquires pursuant to the preceding Regulation may be cancelled or held as treasury shares except to the extent that such shares are in excess of 80 per cent of the issued shares of the Company in which case they shall be cancelled but they shall be available for reissue. 15 23. Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company. 24. The Company may purchase, redeem or otherwise acquire its shares at a price lower than the fair value if permitted by, and then only in accordance with, the terms of (a) the Memorandum or these Articles; or (b) a written agreement for the subscription for the shares to be purchased, redeemed or otherwise acquired. 25. The Company may by a resolution of directors include in the computation of surplus for any purpose the unrealised appreciation of the assets of the Company, and, in the absence of fraud, the decision of the directors as to value of the assets is conclusive, unless a question of law is involved. MORTAGES AND CHARGES OF REGISTERED SHARES 26. Members may mortgage or charge their registered shares in the Company and upon satisfactory evidence thereof the Company shall give effect to the terms of any valid mortgage or charge except insofar as it may conflict with any requirements herein contained for consent to the transfer of shares. 27. In the case of the mortgage or charge of registered shares there may be entered in the share register of the Company at the request of the registered holder of such shares (a) a statement that the shares are mortgaged or charged; (b) the name of the mortgagee or chargee; and (c) the date on which the aforesaid particulars are entered in the share register. 28. Where particulars of a mortgage or charge are registered, such particulars shall be cancelled (a) with the consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or (b) upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable. 29. Whilst particulars of a mortgage or charge are registered, no transfer of any share comprised therein shall be effected without the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf. 16 FORFEITURE 30. When shares issued for a promissory note or other written obligation for payment of a debt have been issued subject to forfeiture, the provisions set forth in the following four regulations shall apply. 31. Written notice specifying a date for payment to be made and the shares in respect of which payment is to be made shall be served on the member who defaults in making payment pursuant to a promissory note or other written obligations to pay a debt. 32. The written notice specifying a date for payment shall (a) name a further date not earlier than the expiration of fourteen days from the date of service of the notice on or before which payment required by the notice is to be made; and (b) contain a statement that in the event of non-payment at or before the time named in the notice the shares, or any of them, in respect of which payment is not made will be liable to be forfeited. 33. Where a written notice has been issued and the requirements have not been complied with within the prescribed time, the directors may at any time before tender of payment forfeit and cancel the shares to which the notice relates. 34. The Company is under no obligation to refund any monies to the member whose shares have been forfeited and cancelled pursuant to these provisions. Upon forfeiture and cancellation of the shares the member is discharged from any further obligation to the Company with respect to the shares forfeited and cancelled. LIEN 35. The Company shall have a first and paramount lien on every shares issued for a promissory note or for any other binding obligation to contribute money or property or any combination thereof to the Company, and the Company shall also have a first and paramount lien on every share standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such member, and whether the time for the payment or discharge of the same shall have actually arrived or not, notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company's lien on a share shall extend to all dividends payable thereon. The directors may at any time either generally, or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt form the provisions of this Regulations. 17 36. In the absence of express provisions regarding sale in the promissory note or other binding obligation to contribute money or property, the Company may sell, in such manner as the directors may by resolution of directors determine, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 21 days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share. 37. The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment of discharge of the promissory note or other binding obligation to contribute money or property or any combination thereof in respect of which the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale to the directors may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, not shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. TRANSFER OF SHARES 38. Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of as a transfer of shares as they consider appropriate. 39. The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee's name has been entered in the share register. 40. Subject to any limitations in the Memorandum, the Company must on the application of the transferor or transferee of a registered share in the company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of twelve months. TRANSMISSION OF SHARES 41. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recoginised by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following three regulations. 18 42. The production to the Company of any document which is evidence of probate of the will, or letters of administration of the estate, or confirmation as executor, of a deceased member or of the appointment of a guardian of an incompetent member of the trustee of a bankrupt member shall be accepted by the Company even if the deceased, incompetent or bankrupt member is domiciled outside the British Virgin Islands if the document evidencing the grant of probate or letters of administration, confirmation as executor, appointment as guardian or trustee in bankruptcy is issued by a foreign court which had competent jurisdiction in the matter. For the purpose of establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice. The directors may also require an indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy. 43. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purpose be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such. 44. Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer. 45. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case. REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL 46. The Company may by a resolution of directors amend the Memorandum to increase or reduce its authorised capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, increase or reduce the par value of any such shares or effect any combination of the foregoing. 47. The Company may amend the Memorandum to (a) divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or (b) combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series, provided , however, that where shares are divided or combined under (a) or (b) of this Regulation, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. 19 48. The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital. 49. Subject to the provisions of the two next succeeding Regulations, the capital of the Company may by resolution of directors be reduced by transferring an amount of the capital of the Company to surplus. 50. No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. 51. No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realisable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. MEETINGS AND CONSENTS OF MEMBERS 52. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable. 53. Upon the written request of members holding ten per cent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members. 54. The directors shall give not less than seven days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting. 55. The directors may fix the date notice is given of a meeting of members as the record date for determining those shares that are entitled to vote at the meeting. 56. A meeting of members may be called on short notice: (a) if members holding not less than 90 per cent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 per cent of the votes of each class or a series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 per cent majority of the remaining votes, have agreed to short notice of the meeting, or 20 (b) if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver. 57. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting. 58. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member. 59. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. 60. An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy. (Name of Company) I/We __________________ being a member of the above Company with ___________ shares HEREBY APPOINT _________________ of _______________ or failing him ________________ of ___________________ to be my/our proxy to vote for me/us at the meeting of members to be held on the ______ day of ____________________ and at any adjournment thereof. (Any restrictions on voting to be inserted here.) Signed this ____________ day of ___________________ - ------------------------------ Member 61. The following shall apply in respect of joint ownership of shares: (a) if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member; (b) if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and (c) if two or more of the joint owners are present in person or by proxy they must vote as one. 62. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other. 21 63. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy be a copy of the proxy form shall constitute a valid resolution of members. 64. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved. 65. At every meeting of members, the Chairman of the Board of Directors shall preside as Chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of the Directors is not present at the meeting, the members present shall choose someone of their number to be the Chairman. If the members are unable to choose a Chairman for any reason, then the person representing the greatest number of the voting shares present in person or by prescribed form of proxy at the meeting shall preside as Chairman failing which the oldest individual member or representative of a member of present shall take the chair. 66. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 67. At any meeting of the members the Chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the Chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the Chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the Chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the Chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting the result thereof shall be duly recorded in the minutes of that meeting by the Chairman. 68. Any person other than an individual shall be regarded as one member and subject to the specific provisions hereinafter contained for the appointment of 22 representatives of such persons the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member. 69. Any person other than an individual which is a member of the Company may be resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same power on behalf of the person which he represents as that person could exercise if it were an individual member of the Company. 70. The Chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within seven days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded. 71. Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company. 72. An action that may be taken by the members at a meeting may also be taken by a resolution of members consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice, but if any resolution of members is adopted otherwise than by the unanimous written consent of all members, a copy of such resolution shall forthwith be sent to all members not consenting to such resolutions. The consent may be in the form of counterparts, each counterpart being signed by one or more members. DIRECTORS 73. The first directors of the Company shall be appointed by the subscribers to the Memorandum. Thereafter, the directors shall be elected by the members for such term as the members may determine. 74. The minimum number of directors shall be one and the maximum number shall be twelve. 75. Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal. 76. A director may be removed from the office, with or without cause, by a resolution of members or, with cause, by a resolution of directors. 23 77. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice. 78. The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. A vacancy occurs through the death, resignation or removal of a director but a vacancy or vacancies shall not be deemed to exist where one or more directors shall resign after having appointed his or their successor or successors. 79. The Company may determine by resolution of directors to keep a register of directors containing: (a) the names and addresses of the person who are directors of the Company; (b) the date on which each person whose name is entered in the register was appointed as a director of the Company; and (c) the date on which each person named as a director ceased to be a director of the Company 80. If the directors determine to maintain a register of directors, a copy thereof shall be kept at the registered office of the Company and the Company may determine by resolution of directors to register a copy of the register with the Registrar of Companies. 81. With the prior or the subsequent approval by a resolution of members, the directors may, by a resolution of directors fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. 82. A director shall not require a share qualification, and may be an individual or a company. POWERS OF THE DIRECTORS 83. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such power as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made. 84. The directors may, by resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company. The resolution of directors appointing an agent may authorise the agent to appoint one or more 24 substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 85. Every officer or agent of the Company has such powers officer or agent of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors under the Act. 86. Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents. 87. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced to their knowledge below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members. 88. The directors may by resolution of directors exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. 89. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be , in such manner as shall from time to time be determined by resolution of directors. 90. The Company may determine by resolution of directors to maintain at its registered office a register of mortgages, charges and other encumbrances in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrances: (a) the sum secured; (b) the assets secured; (c) the name and address of the mortgagee, chargee or other encumbrancer; (d) the date of creation of the mortgage, charge or other encumbrance; and (e) the date on which the particulars specified above in respect of the mortgage, charge or other encumbrance are entered in the register. 91. The Company may further determine by a resolution of directors to register a copy of the register of mortgages, charges or other encumbrances with the Registrar of Companies. 25 PROCEEDINGS OF DIRECTORS 92. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. 93. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 94. A director shall be given not less than three days notice of meetings of directors, but a meeting of directors held without three days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting and for this purpose, the presence of a director at a meeting shall constitute waiver on his part. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 95. A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director. 96. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one half of the total number of directors, unless there are only two directors in which case the quorum shall be two. 97. If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes. 98. At every meeting at the directors the Chairman of the Board of Directors shall preside as Chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice Chairman of the Board of Directors shall preside. If there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is not present at the meeting the directors present shall choose someone of their number to be Chairman of the meeting. 99. An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication by all directors or all members of the committee as the case may be, without the need for any notice. The consent may be in the form of counterparts, each counterpart being signed by one or more directors. 26 100. The directors shall cause the following corporate records to be kept: (a) minutes of all meetings of directors, members, committee of directors, committees of officers and committees of members; (b) copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and (c) such other accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the Company. 101. The books, records and minutes shall be kept at the registered office of the Company, its principal place of business or at such other place as the directors determine. 102. The directors may, by resolution of directors, designate one or more committees, each consisting of one or more directors. 103. Each committee of directors has such powers and authorities of the directors, including the power and authority to affix the Seal, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority to amend the Memorandum or these Articles, to appoint directors or fix their emoluments, or to appoint officers or agents of the Company. 104. The meetings and proceedings of each committee of directors consisting of two or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee. OFFICERS 105. The Company may be resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a President and one or more Vice Presidents, Secretaries and Treasurers and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person. 106. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of Directors to preside at meetings of directors and members, the Vice Chairman to act in the absence of the Chairman, the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed 27 on the Company by applicable law, and the Treasury to be responsible for the financial affairs of the Company. 107. The emoluments of all officers shall be fixed by resolution of directors. 108. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. CONFLICT OF INTERESTS 109. No agreement or transaction between the Company and one or more of its directors or any person in which any director has a financial interest or to whom any director is related, including as a director of that other person, is void or voidable for this reason only or by reason only that the director is present at the meeting of directors or at a meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to any party to the agreement or transaction are disclosed in good faith or are known by the other directors. 110. A director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for purposes of determining whether the meeting is duly constituted. INDEMNIFICATION 111. Subject to the limitations hereinafter provided the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigate proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigate, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or (b) is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise. 112. The Company may only indemnify a person if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. 113. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to 28 whether the person had no reasonable cause to believe that his conduct was unlawful, is in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved. 114. The termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. 115. If a person to be indemnified has been successful in defence of any proceedings referred to above the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amount paid in settlement and reasonably incurred by the person in connection with the proceedings. 116. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in these Articles. SEAL 117. The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by resolution of directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the Registered Office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of a director or any other person so authorised from time to time by resolution of directors. Such authorisation may be before or after the seal is affixed may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. DIVIDENDS 118. The Company may by a resolution of directors declare and pay dividends in money, shares, or other property but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be so distributed. 29 119. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company. 120. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select. 121. No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realisable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. 122. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for three years after having been declared may be forfeited by resolution of directors for the benefit of the Company. 123. No dividend shall bear interest as against the Company and no dividend shall be paid on treasury shares or shares held by another company of which the Company holds directly or indirectly, shares having more than 50 per cent of the vote in electing directors. 124. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share. 125. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution. 126. In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the share are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company. 127. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares. ACCOUNTS AND AUDIT 128. The Company may by resolution of members call for the directors to prepare periodically a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and 30 fair view of the profit and loss of the Company for the financial period and a true and fair view of the state of affairs of the Company as at the end of the financial period. 129. The Company may by resolution of members call for the accounts to be examined by auditors. 130. The first auditors shall be appointed by resolution of directors, subsequent auditors shall be appointed by a resolution of members. 131. The auditors may be members of the Company but no director or other officer shall be eligible to be an auditor of the Company during his continuance in office. 132. The remuneration of the auditors of the Company (a) in the case of auditors appointed by the directors, may be fixed by resolution of directors; (b) subject to the foregoing, shall be fixed by resolution of members or in such manner as the Company may be resolution of members determine. 133. The auditors shall examine each profit and loss account and balance sheet required to be served on every member of the Company or laid before a meeting of the members of the Company and shall state in a written report whether or not (a) in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit or loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that period, and (b) all the information and explanations required by the auditors have been obtained. 134. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before the Company or shall be served on the members. 135. Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors. 136. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of members of the Company as which the Company's profit and loss account and balance sheet are to be presented. 31 NOTICES 137. Any notice, information or written statement to be given by the Company to members may be served in the case of members holding registered shares in any way by which it can reasonably be expected to reach each member or by mail addressed to each member at the address shown in the share register. 138. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company. 139. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid. PENSION AND SUPERANNUATION FUNDS 140. The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument. ARBITRATION 141. Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance affecting the Company or to any of the affairs of the Company such 32 difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire. 142. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for ten days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party. VOLUNTARY WINDING UP AND DISSOLUTION 143. The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors. CONTINUATION 144. The Company may be resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws. We, OFFSHORE INCORPORATIONS LIMITED, of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to these Articles of Association the 1st day of July, 2002. SUBSCRIBER OFFSHORE INCORPORATIONS LIMITED /s/ E.T. Powell -------------------------- E.T. POWELL Authorised Signatory in the presence of : WITNESS /s/ Fandy Tsoi -------------------------- Fandy Tsoi 9th Floor, Ruttonjee House 11 Duddell Street, Central Hong Kong Occupation: Operations Manager 33 EX-3.4 4 u92498exv3w4.txt EX-3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BY LAWS OF STATS CHIPPAC TEST SERVICES, INC. Exhibit 3.4 State of Delaware Secretary of State Division of Corporations Delivered 08:00 AM 10/20/2004 FILED 08:00 AM 10/20/2004 SRV 040756701 - 3448857 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF STATS FASTRAMP TEST SERVICES, INC The undersigned, Tan Lay Koon, hereby certifies that: 1. He is the duly elected and acting President of STATS FastRamp Test Services, Inc., a Delaware Corporation (the "CORPORATION") 2. The date on which the Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware is October 23, 2001. 3. Article I of the Certificate of Incorporation of the Corporation is amended to read as follows: "ARTICLE I The name of this corporation is STATS ChipPac Test Services, Inc. (the "Corporation")." 4. The foregoing amendment of the Corporation's Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware, and by the holders of each class of outstanding stock entitled to vote thereon by written consent given in accordance with Section 228 of the General Corporation Law of the State of Delaware. Notice of this action was sent to all stockholders entitled to vote thereon. The undersigned further declares under penalty of perjury under the laws of the State of Delaware that the matters set forth in this Certificate are true and correct of his own knowledge. DATED: 3 August, 2004 --------- /s/ Tan Lay Koon - ----------------------- Tan Lay Koon, President State of Delaware Secretary of State Division of Corporations Delivered 09:00 AM 01/21/2004 FILED 09:00 AM 01/21/2004 SRV 040043472 - 3448857 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FASTRAMP TEST SERVICES, INC The undersigned, Tan Lay Koon, hereby certifies that: 1. He is the duly elected and acting President of FastRamp Test Services, Inc., a Delaware Corporation (the "CORPORATION") 2. The date on which the Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware is October 23, 2001. 3. Article I of the Certificate of Incorporation of the Corporation is amended to read as follows: "ARTICLE I The name of this corporation is STATS FastRamp Test Services, Inc. (the "Corporation")." 4. The foregoing amendment of the Corporation's Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware, and by the holders of each class of outstanding stock entitled to vote thereon by written consent given in accordance with Section 228 of the General Corporation Law of the State of Delaware. Notice of this action was sent to all stockholders entitled to vote thereon. The undersigned further declares under penalty of perjury under the laws of the State of Delaware that the matters set forth in this Certificate are true and correct of his own knowledge. DATED: January 1, 2004 /s/ Tan Lay Koon ----------------------- Tan Lay Koon, President CERTIFICATE OF INCORPORATION OF FASTRAMP TEST SERVICES, INC. ARTICLE I The name of the corporation is FastRamp Test Services, Inc. (the "Corporation"). ARTICLE II The address of the Corporation's registered office in the state of Delaware is 2109 Orange Street, Wilmington, Delaware 19801. The name of its registered agent at such address is Corporation Trust Company. ARTICLE III The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV The total number of shares of all classes of stock which the Corporation has authority to issue is Ten Thousand (10,000) shares of Common Stock, $0.0001 par value (the "Common Stock"). ARTICLE V The name and mailing address of the incorporator is as follows: Drew Davies, 1450 McCandless Drive, Milpitas, CA 95035 ARTICLE VI The corporation is to have perpetual existence. ARTICLE VII In furtherance and not in limitation of the powers conferred by statue, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation, but the stockholders may make additional By-laws and may alter or repeal any by-law whether adopted by them or otherwise. 1 ARTICLE VIII The number of directors which constitute the whole Board of Directors of the Corporation shall be as specified in the Bylaws of the Corporation. ARTICLE IX Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept, subject to any provision contained in the statutes, outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. ARTICLE X To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article X, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article X in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article X, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. To the extent that the laws of the State of California would purport to govern the ability of the Corporation under Delaware law to provide indemnification of (and advancement of expenses to) certain persons and to the extent that a court should uphold the application of California law in lieu of Delaware law to the issue of indemnification of (and advancement of expenses to) directors, officers, employees and other agents of the Corporation (and any other persons to which California law permits the Corporation to provide indemnification) then for the purposes of California law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) any such director, officer, employee or other agent or other person, through Bylaw provisions, agreements with any such director, officer, employee or other agent or other person, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by California law. Any repeal or modification of any of the foregoing provisions of this Article X, by amendment of this Article X or by operation of law, shall not adversely affect any right or protection of a director, officer, employee or other agent or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such repeal or modification. ARTICLE XI The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statue, and all rights conferred upon stockholders herein are granted subject to this reservation. 2 I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying, under penalties or perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of October, 2001. /s/ Drew Davies ------------------------- Drew Davies, Incorporator 3 BYLAWS ------ OF -- FASTRAMP TEST SERVICES, INC. ---------------------------- TABLE OF CONTENTS

Page ---- ARTICLE I - MEETINGS OF STOCKHOLDERS ....................................... 1 Section 1 Place of Meetings .................................. 1 Section 2 Annual Meeting ..................................... 1 Section 3 Special Meetings ................................... 1 Section 4 Notice of Meetings ................................. 1 Section 5 Voting List ........................................ 1 Section 6 Quorum ............................................. 2 Section 7 Adjournments ....................................... 2 Section 8 Action at Meetings ................................. 2 Section 9 Voting and Proxies ................................. 2 Section 10 Action Without Meeting ............................. 3 Section 11 Organization ....................................... 3 Section 12 Conduct of Business ................................ 3 ARTICLE II - DIRECTORS ..................................................... 3 Section 1 Number, Election, Tenure and Qualification ...................................... 3 Section 2 Vacancies .......................................... 4 Section 3 Resignation and Removal ............................ 4 Section 4 General Powers ..................................... 4 Section 5 Chairman of the Board .............................. 4 Section 6 Regular Meetings ................................... 4 Section 7 Special Meetings ................................... 5 Section 8 Quorum, Action at Meetings, Adjournment ............ 5 Section 9 Chairman of the Meeting ............................ 5 Section 10 Action by Consent .................................. 6 Section 11 Telephonic Meetings ................................ 6 Section 12 Committees ......................................... 6 Section 13 Compensation ....................................... 7 ARTICLE III - OFFICERS ..................................................... 7 Section 1 Enumeration ........................................ 7 Section 2 Election ........................................... 7 Section 3 Tenure ............................................. 7 Section 4 President .......................................... 8

-i- TABLE OF CONTENTS (continued)

Page ---- Section 5 Vice Presidents .................................... 8 Section 6 Secretary .......................................... 8 Section 7 Assistant Secretaries .............................. 8 Section 8 Treasurer .......................................... 9 Section 9 Assistant Treasurers ............................... 9 ARTICLE IV - NOTICES Section 1 Delivery ........................................... 9 Section 2 Exceptions to Notice Requirement ................... 10 Section 3 Waiver of Notice ................................... 10 ARTICLE V - CAPITAL STOCK .................................................. 10 Section 1 Certificates of Stock .............................. 10 Section 2 Lost, Stolen or Destroyed Certificates; Issuance of New Certificates ....................... 11 Section 3 Special Designation on Certificates ................ 11 Section 4 Transfer of Stock .................................. 11 Section 5 Stock Transfer Agreements .......................... 11 Section 6 Record Date ........................................ 11 Section 7 Registered Stockholders ............................ 12 ARTICLE VI - CERTAIN TRANSACTIONS .......................................... 12 Section 1 Transactions with Interested Parties ............... 12 Section 2 Quorum ............................................. 13 ARTICLE VII - INDEMNITY..................................................... 13 Section 1 Third Party Actions ................................ 13 Section 2 Actions by or in the Right of Corporation ........................................ 13 Section 3 Successful Defense ................................. 14

-ii- TABLE OF CONTENTS (continued) Section 4 Determination of Conduct ........................... 14 Section 5 Payment of Expenses in Advance ..................... 14 Section 6 Indemnity Not Exclusive ............................ 14 Section 7 Insurance Indemnification .......................... 15 Section 8 The Corporation .................................... 15 Section 9 Employee Benefit Plans ............................. 15 Section 10 Indemnity Fund ..................................... 15 Section 11 Indemnification of Other Persons ................... 15 Section 12 Savings Clause ..................................... 16 Section 13 Continuation of Indemnification and Advancement Expenses ............................... 16 ARTICLE VIII - RECORDS AND REPORTS ......................................... 16 Section 1 Maintenance and Inspection of Records .............. 16 Section 2 Inspection by Directors ............................ 16 Section 3 Annual Statement to Stockholders ................... 17 ARTICLE IX - REGISTERED OFFICE AND AGENT ................................... 17 Section 1 Registered Office .................................. 17 Section 2 Registered Agent ................................... 17 Section 3 Change of Location of Registered Office; Change of Registered Agent ......................... 17 ARTICLE X - GENERAL PROVISIONS ............................................. 18 Section 1 Execution of Corporate Contracts and Instruments ........................................ 18 Section 2 Dividends .......................................... 18 Section 3 Reserves ........................................... 18 Section 4 Checks ............................................. 18 Section 5 Fiscal Year ........................................ 18 Section 6 Seal ............................................... 18 Section 7 Construction; Definitions .......................... 19 ARTICLE XI - AMENDMENTS .................................................... 19 -iii- BYLAWS OF FASTRAMP TEST SERVICES, INC. ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the board of directors or the chief executive officer, or if not so designated, at the principal executive office of the corporation. Section 2. Annual Meeting. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors. Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may, unless otherwise prescribed by statute or by the certificate of incorporation, be called by the board of directors, or by the vote of the holders of more than ten percent of the stock entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Section 4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, annual or special, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 5. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or town where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. -1- Section 6. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present 'in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, the certificate of incorporation or these bylaws. Section 7. Adjournments. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these bylaws, which time and place shall be announced at the meeting, by a majority of the stockholders present in person or represented by proxy at the meeting and entitled to vote, though less than a quorum, or, if no stockholder is present or represented by proxy, by any officer entitled to preside at or to act as secretary of such meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the time and place of the adjourned meeting is not announced at the meeting at which the adjournment is taken, if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 8. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock present in person or represented by proxy and entitled to vote on the question shall decide any question brought before such meeting, unless the question is one upon which by express provision of law, the certificate of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Shares of the corporation's stock that are held by the corporation or by another corporation (if the corporation holds, either directly or indirectly, a majority of the shares of such other corporation entitled to vote in an election of directors) shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 9. Voting and Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote for each share of capital stock having voting power held of record by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic or facsimile transmission or otherwise) by the stockholder -2- or the stockholder's attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General Corporation Law of Delaware. Section 10. Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware. Section 11. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 12. Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such matters as the regulation of the manner of voting and the conduct of business. ARTICLE II DIRECTORS Section 1. Number, Election, Tenure and Qualification. The authorized number of directors shall be three (3). Such number of authorized directors (and any subsequent number) may be changed from time to time by resolutions of the board of directors. The directors shall be elected at the annual meeting or at any special meeting of -3- the stockholders, and each director elected shall hold office until his successor is elected and qualified, unless sooner displaced. Directors need not be stockholders. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by law or these bylaws, may exercise the powers of the full board until the vacancy is filled. Section 3. Resignation and Removal. Any director may resign at any time upon written notice to the corporation at its principal place of business or to the chief executive officer or the secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. The acceptance of the resignation shall not be necessary to make it effective. Unless otherwise specified by law or the certificate of incorporation, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Section 4. General Powers. The business and affairs of the corporation shall be managed by its board of directors, which may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. Section 5. Chairman of the Board. If the board of directors appoints a chairman of the board of directors, he shall, when present, preside at all meetings of the stockholders and the board of directors. He shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board or as may be vested in him by the board of directors. Section 6. Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place, either within or without the State of Delaware as shall from time to time be determined by the board; provided that any director who is absent when such a determination is made shall be given prompt notice of such determination. A regular meeting of the board of directors may be held without notice immediately after and at the same place as the annual meeting of stockholders. -4- Section 7. Special Meetings. Special meetings of the board of directors may be held at any time or place within or without the State of Delaware whenever called by the chairman of the board of directors or the president or, if both the chairman of the board of directors and the president are absent or are unable to act, by any vice president or any two directors or, if the chairman of the board of directors and the president refuse to act, by any two directors. Notice of the time and place of special meetings shall be given by personal delivery or by telephone to each director, or by deposit in first-class mail or telegram or facsimile transmission, charges prepaid, addressed to him at his address as it appears upon the records of the corporation or, if it is not so shown on the records and is not readily ascertainable, at the place which the meetings of the directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally, by telephone, by telegraph or by facsimile transmission, it shall be delivered personally, delivered to a common carrier for transmission to the director, or actually transmitted by the person giving the notice by electronic means to the director at least twenty-four (24) hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such directors. The notice need not specify the place of the meeting if the meeting is to be held at the principal executive office of the corporation, and need not specify the purpose of the meeting. Notice of any regular or special meeting of the board of directors may be waived as provided in Article IV, Section 3, of these by-laws. Section 8. Quorum, Action at Meeting, Adjournments. At all meetings of the board, a majority of directors then in office, but in no event less than one third of the whole board, shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by law or by the certificate of incorporation. For purposes of this section, the term "whole board" shall mean the number of directors last fixed by the. stockholders or directors, as the case may be, in accordance with law and these bylaws; provided, however, that if less than all the number so fixed of directors were elected, the "whole board" shall mean the greatest number of directors so elected to hold office at any one time pursuant to such authorization. If a quorum shall not be present at any meeting of the board of directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Chairman of the Meeting. Meetings of the board of directors shall be presided over by the chairman of the board. If there is not a chairman of the board, or if the chairman is absent, meetings of the board of directors shall be presided -5- over by a chairman chosen at the meeting. The secretary shall record the proceedings of the meeting. If there is not a secretary, or if the secretary is absent, the chairman of the meeting may appoint any other person to record the proceedings of the meeting. Section 10. Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 11. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors or of any committee thereof may participate in a meeting of the board of directors or of any committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 12. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution designating such committee or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and make such reports to the board of directors as the board of directors may request. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be -6- conducted as nearly as possible in the same manner as is provided in these bylaws for the conduct of its business by the board of directors. Section 13. Compensation. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix from time to time the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and the performance of their responsibilities as directors and may be paid a fixed sum for attendance at each meeting of the board of directors and/or a stated salary as director. No such payment shall preclude any director from serving the corporation or its parent or subsidiary corporations in any other capacity and receiving compensation therefor. The board of directors may also allow compensation for members of special or standing committees for service on such committees ARTICLE III OFFICERS Section 1. Enumeration. The officers of the corporation shall be chosen by the board of directors and shall include a president and a secretary and such other officers with such titles, terms of office and duties as the board of directors may from time to time determine, including a chairman of the board, one or more vice-presidents, a treasurer and one or more assistant secretaries and assistant treasurers. If authorized by resolution of the board of directors, the chief executive officer may be empowered to appoint from time to time assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. Election. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president and a secretary. Other officers may be appointed by the board of directors at such meeting, at any other meeting, or by written consent. Section 3. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify, unless a different term is specified in the vote choosing or appointing him, or until his earlier death, resignation or removal. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors -7- Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Section 4. President. The president shall be the chief operating officer of the corporation. He shall also be the chief executive officer unless the board of directors otherwise provides. The president shall, in the absence of the chairman of the board of directors and, unless the board of directors provides otherwise in a specific instance or generally, preside at all meetings of the stockholders and the board of directors, have general and active management of the business of the corporation and see that all orders and resolutions of the board of directors are carried into effect. Section 5. Vice-Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice-president, or if there be more than one vice-president, the vice-presidents in the order designated by the board of directors or the chief executive officer (or in the absence of any designation, then in the order determined by their tenure in office) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors or the chief executive officer may from time to time prescribe. Section 6. Secretary. The secretary shall have such powers and perform such duties as are incident to the office of secretary. He shall maintain a stock ledger and prepare lists of stockholders and their addresses as required and shall be the custodian of corporate records. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be from time to time prescribed by the board of directors or chief executive officer, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 7. Assistant Secretaries. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, the chief executive officer or the secretary (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of -8- directors, the chief executive officer or the secretary may from time to time prescribe. In the absence of the secretary or any assistant secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary or acting secretary to keep a record of the meeting. Section 8. Treasurer. The treasurer shall perform such duties and shall have such powers as may be assigned to him by the board of directors or the chief executive officer. In addition, the treasurer shall perform such duties and have such powers as are incident to the office of treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the chief executive officer and the board of directors, when the chief executive officer or board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 9. Assistant Treasurers. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, the chief executive officer or the treasurer (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors, the chief executive officer or the treasurer may from time to time prescribe. ARTICLE IV NOTICES Section 1. Delivery. Whenever, under the provisions of law, or of the certificate of incorporation or these bylaws, written notice is required to be given to any director or stockholder, such notice may be given by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Unless written notice by mail is required by law, written notice may also be given by telegram, cable, telecopy, commercial delivery service, telex or similar means, addressed to such director or stockholder at his address as it appears on the records of the corporation, in which case such notice shall be deemed to be given when delivered into the control of the persons charged with effecting such transmission, the transmission charge to be paid by the corporation or the person sending such notice and not by the addressee. Oral notice or other in-hand delivery (in person or by telephone) shall be deemed given at the time it is actually given. -9- Section 2. Exceptions to Notice Requirement. Whenever notice is required to be given under any provision of law, the certificate of incorporation or these by-laws to any stockholder to whom (1) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (2) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection. Section 3. Waiver of Notice. Whenever any notice is required to be given under the provisions of law or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting of stockholders, directors, or members of a committee of the board of directors shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation. ARTICLE V CAPITAL STOCK Section 1. Certificates of Stock. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Certificates may be issued for partly paid -10- shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified. Section 2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. Section 3. Special Designation on Certificates. If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 4. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and proper evidence of compliance with other conditions to rightful transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 5. Stock Transfer Agreements. The corporation shall have power to enter into and perform any agreement with any number of stockholders or any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware. Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any -11- rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action to which such record date relates. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating to such purpose. Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VI CERTAIN TRANSACTIONS Section 1. Transactions with Interested Parties. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or -12- (b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders. Section 2. Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. ARTICLE VII INDEMNITY Section 1. Third Party Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, "Agent") against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. Actions by or in the Right of Corporation. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was an Agent of the corporation or serving at the request of the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably -13- believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. Successful Defense. To the extent that an Agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article VII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Determination of Conduct. Any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VII. Such determination shall be made (1) by the Board of Directors (or by an executive committee thereof) by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. Notwithstanding the foregoing, a director or officer of the corporation shall be able to contest any determination that the director or officer has not met the applicable standard of conduct, set forth in Section 1 or 2 of this Article VII, by petitioning a court of appropriate jurisdiction. Section 5. Payment of Expenses in Advance. Expenses incurred in defending or settling a civil or criminal action, suit or proceeding by an individual who may be entitled to indemnification pursuant to Sections 1 or 2 of this Article VII shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article VII. Section 6. Indemnity Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subparagraphs of this Article VII shall not be deemed exclusive of, and shall be subject to, any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. -14- Section 7. Insurance Indemnification. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was an Agent of the corporation, or is or was serving at the request of the corporation as an Agent against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VII. Section 8. The Corporation. For purposes of this Article VII, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as an Agent, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. Section 9. Employee Benefit Plans. For purposes of this Article VII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VII. Section 10. Indemnity Fund. Upon resolution passed by the board, the corporation may establish a trust or other designated account, grant a security interest or use other means (including, without limitation, a letter of credit), to ensure the payment of any or all of its obligations arising under this Article and/or agreements which may be entered into between the corporation and its officers and directors from time to time. Section 11. Indemnification of Other Persons. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not an Agent, but whom the corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware or otherwise. The corporation may, in its sole discretion, indemnify an employee, trustee or other agent as -15- permitted by the General Corporation Law of the State of Delaware. The corporation shall indemnify an employee, trustee or other agent where required by law. Section 12. Savings Clause. If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each Agent against expense (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated, or by any other applicable law. Section 13. Continuation of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 13 of this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE VIII RECORDS AND REPORTS Section 1. Maintenance and Inspection of Records. The corporation shall, either at its principal executive office or at such place or places as designated by the Board of directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these Bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such persons' interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. Section 2. Inspection by Directors. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery -16- is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. Section 3. Annual Statement to Stockholders. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. ARTICLE IX REGISTERED OFFICE AND AGENT Section 1. Registered Office. The corporation shall have and maintain in the State of Delaware a registered office which may, but need not be, the same as its place of business. Whenever the term "corporation's principal office or place of business in this State" or "principal office or place of business of the corporation in this State," or other term of like import, is or has been used in the corporation's certificate of incorporation or in any other document, or in any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the corporation's registered office required by this section; and it shall not be necessary for the corporation to amend its certificate of incorporation or any other document to comply with this section. Section 2. Registered Agent. The corporation shall have and maintain in the State of Delaware a registered agent, which agent may be either an individual resident in the State of Delaware whose business office is identical with the corporation's registered office, or a domestic corporation (which may be itself), or a foreign corporation authorized to transact business in the State of Delaware, having a business office identical with such registered office. Whenever the term "resident agent" or "resident agent in charge of a corporation's principal office or place of business in this State," or other term of like import which refers to a corporation's agent required by statute to be located in the State of Delaware, is or has been used in the corporation's certificate of incorporation, or in any other document, or in any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the corporation's registered agent required by this section; and it shall not be necessary for the corporation to amend its certificate of incorporation or any other document to comply with this section. Section 3. Change of Location of Registered Office; Change of Registered Agent. The corporation may, by resolution of the board of directors, change the location of its registered office in the State of Delaware to any other place in the State of -17- Delaware. By like resolution, the registered agent of the corporation may be changed to any other person or corporation including itself. In either such case, the resolution shall be as detailed in its statement as is required by section 102(a)(2) of the General Corporation Law of the State of Delaware (the "General Corporation Law"). Upon the adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged, and filed in accordance with section 103 of the General Corporation Law; and a certified copy shall be recorded in the office of the recorder for the county in which the new office is located; and, if such new office is located in a county other than that in which the former office was located, a certified copy of such certificate shall also be recorded in the office of the recorder for the county in which such former office was located. ARTICLE X GENERAL PROVISIONS Section 1. Execution of Corporate Contracts and Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 2. Dividends. Dividends upon the capital stock of the corporation, if any, may be declared by the board of directors at any regular or special meeting or by written consent, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 3. Reserves. The directors may set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Section 4. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors. Section 6. Seal. The board of directors may, by resolution, adopt a corporate seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the word "Delaware." The seal may be used by causing it or -18- a facsimile thereof to be impressed or affixed or otherwise reproduced. The seal may be altered from time to time by the board of directors. Section 7. Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. ARTICLE XI AMENDMENTS These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors; provided, however, that in the case of a regular or special meeting of stockholders, notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such meeting. -19- CERTIFICATE OF SECRETARY ------------------------ I, the undersigned, hereby certify: 1. That I am the duly elected, acting and qualified Secretary of FastRamp Test Services, Inc., a Delaware corporation; and 2. That the foregoing Bylaws, comprising 19 pages, constitute the By-laws of such corporation as duly adopted by action of the sole incorporator of the corporation duly taken as of October 23, 2001, as approved by action of the board of directors of the corporation duly taken on October 24, 2001. Dated: October 24, 2001 /s/ Drew Davies ---------------------- Drew Davies, Secretary EX-3.8 5 u92498exv3w8.txt EX-3.8 MEMORANDUM AND ARTICLES OF ASSOCIATION OF STATS CHIPPAC(BVI) LIMITED Exhibit 3.8 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP 291) MEMORANDUM OF ASSOCIATION OF STATS ChipPAC (BVI) Limited NAME 1. The name of the Company is STATS ChipPAC (BVI) Limited. REGISTERED OFFICE 2. The Registered Office of the Company will be at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. REGISTERED AGENT 3. The Registered Agent of the Company will be HWR Services Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. GENERAL OBJECTS AND POWERS 4. (1) The object of the Company is to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands; (2) The Company may not (a) carry on business with persons resident in the British Virgin Islands; (b) own an interest in real property situate in the British Virgin Islands, other than a lease referred to in paragraph (e) of subclause (3); (c) carry on banking or trust business, unless it is licensed to do so under the Banks and Trust Companies Act, 1990; (d) carry on business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorizing it to carry on that business; (e) carry on the business of company management, unless it is licensed under the Company Management Act, 1990; or (f) carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands. 1 (3) For purposes of paragraph (a) of subclause (2), the Company shall not be treated as carrying on business with persons resident in the British Virgin Islands if (a) it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands; (b) it makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within the British Virgin Islands; (c) it prepares or maintains books and records within the British Virgin Islands; (d) it holds, within the British Virgin Islands, meetings of its directors or members; (e) it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained; (f) it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Act or under the Companies Act; or (g) shares, debt obligations or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Act or under the Companies Act. (4) The Company shall have all such powers as are permitted by law for the time being in force in the British Virgin Islands, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the object of the Company. CURRENCY 5. Shares in the Company shall be issued in the currency of the United States of America. AUTHORIZED CAPITAL 6. The authorized capital of the Company is US$150,000,000.00. CLASSES, NUMBER AND PAR VALUE OF SHARES 7. The authorized capital is made up of one class and one series of shares divided into 150,000,000 shares of US$1.00 par value. 2 DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES 8. All shares shall (a) have one vote each; (b) be subject to redemption, purchase or acquisition by the Company for fair value; and (c) have the same rights with regard to dividends and distributions upon liquidation of the Company. VARIATION OF CLASS RIGHTS 9. If at any time the authorized capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU 10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. REGISTERED SHARES AND BEARER SHARES 11. Shares may be issued as registered shares or to bearer as may be determined by a resolution of directors. EXCHANGE OF REGISTERED SHARES AND BEARER SHARES 12. Registered shares may be exchanged for bearer shares and bearer shares may be exchanged for registered shares. TRANSFER OF REGISTERED SHARES 13. Subject to the provisions relating to the transfer of shares set forth in the Articles of Association annexed hereto (the "Articles of Association") registered shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members. SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES 14. Where shares are issued to bearer, the bearer, identified for this purpose by the number of the share certificate, 3 shall be requested to provide the Company with the name and address of an agent for service of any notice, information or written statement required to be given to members, and service upon such agent shall constitute service upon the bearer of such shares until such time as a new name and address for service is provided to the Company. In the absence of such name and address being provided it shall be sufficient for the purposes of service for the Company to publish the notice, information or written statement or a summary thereof in one or more newspapers published or circulated in the British Virgin Islands and in such other place, if any, as the Company shall from time to time by a resolution of directors or a resolution of members determine. The directors of the Company must give sufficient notice of meetings to members holding shares issued to bearer to allow a reasonable opportunity for them to secure or exercise the right or privilege that is the subject of the notice other than the right or privilege to vote, as to which the period of notice shall be governed by the Articles of Association. What amounts to sufficient notice is a matter of fact to be determined after having regard to all the circumstances. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION 15. The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or directors. DEFINITIONS 16. The meanings of words in this Memorandum of Association are as defined in the Articles of Association. We, HWR SERVICES LIMITED, of Craigmuir Chambers, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to this Memorandum of Association the 5th day of February, 1999 in the presence of: Witness Subscriber /S/ Ibn K. Thomas /S/ Adel K. Clyne .......................... ........................... Ibn K. Thomas Adel K. Clyne Craigmuir Chambers Authorized Signatory Road Town, Tortola HWR Services Limited 4 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP 291) ARTICLES OF ASSOCIATION OF STATS ChipPAC (BVI) Limited PRELIMINARY 1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof.

Words Meaning ----- ------- capital The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus (a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and (b) the amounts as are from time to time transferred from surplus to capital by a resolution of directors. member A person who holds shares in the Company. person An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons. resolution of (a) A resolution approved at a duly convened and directors constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present at the meeting who voted and did not abstain; or (b) a resolution consented to in writing by all directors or of all members of the committee, as the case may be; except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority.

5 resolution of (a) A resolution approved at a duly convened and members constituted meeting of the members of the Company by the affirmative vote of (i) a simple majority of the votes of the shares entitled to vote thereon which were present at the meeting and were voted and not abstained, or (ii) a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or (b) a resolution consented to in writing by (i) an absolute majority of the votes of shares entitled to vote thereon, or (ii) an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon; securities Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations. surplus The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus the Company's capital. the Act The International Business Companies Act (Cap 291) including any modification, extension, re-enactment or renewal thereof and any regulations made thereunder. the Memorandum The Memorandum of Association of the Company as originally framed or as from time to time amended. 6 the Seal Any Seal which has been duly adopted as the Seal of the Company. these Articles These Articles of Association as originally framed or as from time to time amended. treasury shares Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled. 2. "Written" or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of reproducing words in a visible form, including telex, facsimile, telegram, cable or other form of writing produced by electronic communication. 3. Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles. 4. Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others. 5. A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction. 6. A reference to money in these Articles is, unless otherwise stated, a reference to the currency in which shares in the Company shall be issued according to the provisions of the Memorandum. REGISTERED SHARES 7. Every member holding registered shares in the Company shall be entitled to a certificate signed by a director or officer of the Company and under the Seal specifying the share or shares held by him and the signature of the director or officer and the Seal may be facsimiles. 8. Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors. 7 9. If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any dividend payable in respect of such shares. BEARER SHARES 10. Subject to a request for the issue of bearer shares and to the payment of the appropriate consideration for the shares to be issued, the Company may, to the extent authorized by the Memorandum, issue bearer shares to, and at the expense of, such person as shall be specified in the request. Bearer shares may not be issued for debt obligations, promissory notes or other obligations to contribute money or property and registered shares issued for debt obligations, promissory notes or other obligations to contribute money or property shall not be exchanged for bearer shares unless such debt obligations, promissory notes or other obligations to contribute money or property have been satisfied. The Company may also upon receiving a request in writing accompanied by the share certificate for the shares in question, exchange registered shares for bearer shares or may exchange bearer shares for registered shares. Such request served on the Company by the holder of bearer shares shall specify the name and address of the person to be registered and unless the request is delivered in person by the bearer shall be authenticated as hereinafter provided. Such request served on the Company by the holder of bearer shares shall also be accompanied by any coupons or talons which at the date of such delivery have not become due for payment of dividends or any other distribution by the Company to the holders of such shares. Following such exchange the share certificate relating to the exchanged shares shall be delivered as directed by the member requesting the exchange. 11. Bearer share certificates shall be under the Seal and shall state that the bearer is entitled to the shares therein specified, and may provide by coupons, talons or otherwise for the payment of dividends or other moneys on the shares included therein. 12. Subject to the provisions of the Act and of these Articles, the bearer of a bearer share certificate shall be deemed to be a member of the Company and shall be entitled to the same rights and privileges as he would have had if his name had been included in the share register of the Company as the holder of the shares. 13. Subject to any specific provisions in these Articles, in order to exercise his rights as a member of the Company, the bearer of a bearer share certificate shall produce the bearer share certificate as evidence of his membership of the Company. Without prejudice to the generality of the foregoing, the following rights may be exercised in the following manner: (a) for the purpose of exercising his voting rights at a meeting, the bearer of a bearer share certificate shall 8 produce such certificate to the chairman of the meeting; (b) for the purpose of exercising his vote on a resolution in writing, the bearer of a bearer share certificate shall cause his signature to any such resolution to be authenticated as hereinafter set forth; (c) for the purpose of requisitioning a meeting of members, the bearer of a bearer share certificate shall address his requisition to the directors and his signature thereon shall be duly authenticated as hereinafter provided; and (d) for the purpose of receiving dividends, the bearer of a bearer share certificate shall present at such places as may be designated by the directors any coupons or talons issued for such purpose, or shall present the bearer share certificate to any paying agent authorized to pay dividends. 14. The signature of the bearer of a bearer share certificate shall be deemed to be duly authenticated if the bearer of the bearer share certificate shall produce such certificate to a notary public or a bank manager or a director or officer of the Company (herein referred to as an "authorized person") and the authorized person endorses the document bearing such signature with a statement: (a) identifying the bearer share certificate produced to him by number and date and specifying the number of shares and the class of shares (if appropriate) comprised therein; (b) confirming that the signature of the bearer of the bearer share certificate was subscribed in his presence and that if the bearer is representing a body corporate he has so acknowledged and has produced satisfactory evidence thereof; and (c) specifying the capacity in which he is qualified as an authorized person and, if a notary public, affixing his seal thereto or, if a bank manager, attaching an identifying stamp of the bank of which he is a manager. 15. Notwithstanding any other provisions of these Articles, at any time, the bearer of a bearer share certificate may deliver the certificate for such shares into the custody of the Company at its registered office, whereupon the Company shall issue a receipt therefor under the Seal signed by a director or officer identifying by name and address the person delivering such certificate and specifying the date and number of the bearer share certificate so deposited and the number of shares comprised therein. Any such receipt may be used by the person named therein for the purpose of exercising the rights vested in the shares represented by the bearer share certificate so deposited including the right to appoint a proxy. Any bearer share certificate so 9 deposited shall be returned to the person named in the receipt or his personal representative if such person be dead and thereupon the receipt issued therefor shall be of no further effect whatsoever and shall be returned to the Company for cancellation or, if it has been lost or mislaid, such indemnity as may be required by resolution of directors shall be given to the Company. 16. The bearer of a bearer share certificate shall for all purposes be deemed to be the owner of the shares comprised in such certificate and in no circumstances shall the Company or the chairman of any meeting of members or the Company's registrars or any director or officer of the Company or any authorized person be obliged to inquire into the circumstances whereby a bearer share certificate came into the hands of the bearer thereof, or to question the validity or authenticity of any action taken by the bearer of a bearer share certificate whose signature has been authenticated as provided herein. 17. If the bearer of a bearer share certificate shall be a corporation, then all the rights exercisable by virtue of such shareholding may be exercised by an individual duly authorized to represent the corporation but unless such individual shall acknowledge that he is representing a corporation and shall produce upon request satisfactory evidence that he is duly authorized to represent the corporation, the individual shall for all purposes hereof be regarded as the holder of the shares in any bearer share certificate held by him. 18. The directors may provide for payment of dividends to the holders of bearer shares by coupons or talons and in such event the coupons or talons shall be in such form and payable at such time and in such place or places as the directors shall resolve. The Company shall be entitled to recognize the absolute right of the bearer of any coupon or talon issued as aforesaid to payment of the dividend to which it relates and delivery of the coupon or talon to the Company or its agents shall constitute in all respects a good discharge of the Company in respect of such dividend. 19. If any bearer share certificate, coupon or talon be worn out or defaced, the directors may, upon the surrender thereof for cancellation, issue a new one in its stead, and if any bearer share certificate, coupon or talon be lost or destroyed, the directors may upon the loss or destruction being established to their satisfaction, and upon such indemnity being given to the Company as it shall by resolution of directors determine, issue a new bearer share certificate in its stead, and in either case on payment of such sum as the Company may from time to time by resolution of directors require. In case of loss or destruction the person to whom such new bearer share certificate, coupon or talon is issued shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such loss or destruction and to such indemnity. 10 SHARES, AUTHORIZED CAPITAL, CAPITAL AND SURPLUS 20. Subject to the provisions of these Articles and any resolution of members, the unissued shares of the Company shall be at the disposal of the directors who may, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine. 21. No share in the Company may be issued until the consideration in respect thereof is fully paid, and when issued the share is for all purposes fully paid and non-assessable save that a share issued for a promissory note or other written obligation for payment of a debt may be issued subject to forfeiture in the manner prescribed in these Articles. 22. Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors. 23. Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus. 24. A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security. 25. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine. 26. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares. 27. Upon the issue by the Company of a share without par value, if an amount is stated in the Memorandum to be authorized 11 capital represented by such shares then each share shall be issued for no less than the appropriate proportion of such amount which shall constitute capital, otherwise the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company. 28. The Company may purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or in exchange for newly issued shares of equal value. 29. Subject to provisions to the contrary in (a) the Memorandum or these Articles; (b) the designations, powers, preferences, rights, qualifications, limitations and restrictions with which the shares were issued; or (c) the subscription agreement for the issue of the shares, the Company may not purchase, redeem or otherwise acquire its own shares without the consent of members whose shares are to be purchased, redeemed or otherwise acquired. 30. No purchase, redemption or other acquisition of shares shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its capital and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved. 31. A determination by the directors under the preceding Regulation is not required where shares are purchased, redeemed or otherwise acquired (a) pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the Company; (b) by virtue of a transfer of capital pursuant to Regulation [59]; (c) by virtue of the provisions of Section 83 of the Act; or (d) pursuant to an order of the Court. 12 32. Shares that the Company purchases, redeems or otherwise acquires pursuant to the preceding Regulation may be cancelled or held as treasury shares except to the extent that such shares are in excess of 80 percent of the issued shares of the Company in which case they shall be cancelled but they shall be available for reissue. 33. Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company. 34. The Company may purchase, redeem or otherwise acquire its shares at a price lower than the fair value if permitted by, and then only in accordance with, the terms of (a) the Memorandum or these Articles; or (b) a written agreement for the subscription for the shares to be purchased, redeemed or otherwise acquired. 35. The Company may by a resolution of directors include in the computation of surplus for any purpose the unrealized appreciation of the assets of the Company, and, in the absence of fraud, the decision of the directors as to the value of the assets is conclusive, unless a question of law is involved. MORTGAGES AND CHARGES OF REGISTERED SHARES 36. Members may mortgage or charge their registered shares in the Company and upon satisfactory evidence thereof the Company shall give effect to the terms of any valid mortgage or charge except insofar as it may conflict with any requirements herein contained for consent to the transfer of shares. 37. In the case of the mortgage or charge of registered shares there may be entered in the share register of the Company at the request of the registered holder of such shares (a) a statement that the shares are mortgaged or charged; (b) the name of the mortgagee or chargee; and (c) the date on which the aforesaid particulars are entered in the share register. 38. Where particulars of a mortgage or charge are registered, such particulars shall be cancelled (a) with the consent of the named mortgagee or chargee or anyone authorized to act on his behalf; or 13 (b) upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable. 39. Whilst particulars of a mortgage or charge are registered, no transfer of any share comprised therein shall be effected without the written consent of the named mortgagee or chargee or anyone authorized to act on his behalf. FORFEITURE 40. When shares issued for a promissory note or other written obligation for payment of a debt have been issued subject to forfeiture, the following provisions shall apply. 41. Written notice specifying a date for payment to be made and the shares in respect of which payment is to be made shall be served on the member who defaults in making payment pursuant to a promissory note or other written obligations to pay a debt. 42. The written notice specifying a date for payment shall (a) name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which payment required by the notice is to be made; and (b) contain a statement that in the event of non-payment at or before the time named in the notice the shares, or any of them, in respect of which payment is not made will be liable to be forfeited. 43. Where a written notice has been issued and the requirements have not been complied with within the prescribed time, the directors may at any time before tender of payment forfeit and cancel the shares to which the notice relates. 44. The Company is under no obligation to refund any moneys to the member whose shares have been forfeited and cancelled pursuant to these provisions. Upon forfeiture and cancellation of the shares the member is discharged from any further obligation to the Company with respect to the shares forfeited and cancelled. LIEN 45. The Company shall have a first and paramount lien on every share issued for a promissory note or for any other binding obligation to contribute money or property or any combination thereof to the Company, and the Company shall also have a first and paramount lien on every share standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other 14 than such member, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company's lien on a share shall extend to all dividends payable thereon. The directors may at any time either generally, or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Regulation. 46. In the absence of express provisions regarding sale in the promissory note or other binding obligation to contribute money or property, the Company may sell, in such manner as the directors may by resolution of directors determine, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of twenty-one days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share. 47. The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment of discharge of the promissory note or other binding obligation to contribute money or property or any combination thereof in respect of which the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale the directors may authorize some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. TRANSFER OF SHARES 48. Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. 49. The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee's name has been entered in the share register. 50. Subject to any limitations in the Memorandum, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the 15 registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months. TRANSMISSION OF SHARES 5l. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following three Regulations. 52. The production to the Company of any document which is evidence of probate of the will, or letters of administration of the estate, or confirmation as executor, of a deceased member or of the appointment of a guardian of an incompetent member or the trustee of a bankrupt member shall be accepted by the Company even if the deceased, incompetent or bankrupt member is domiciled outside the British Virgin Islands if the document evidencing the grant of probate or letters of administration, confirmation as executor, appointment as guardian or trustee in bankruptcy is issued by a foreign court which had competent jurisdiction in the matter. For the purpose of establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice. The directors may also require an indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy. 53. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such. 54. Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer. 55. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case. 16 REDUCTION OR INCREASE IN AUTHORIZED CAPITAL OR CAPITAL 56. The Company may by a resolution of directors amend the Memorandum to increase or reduce its authorized capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of such shares, increase or reduce the par value of any such shares or effect any combination of the foregoing. 57. The Company may amend the Memorandum to (a) divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or (b) combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series, provided, however, that where shares are divided or combined under (a) or (b) of this Regulation, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. 58. The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital. 59. Subject to the provisions of the two next succeeding Regulations, the capital of the Company may by resolution of directors be reduced by transferring an amount of the capital of the Company to surplus. 60. No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. 61. No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved. 17 MEETINGS AND CONSENTS OF MEMBERS 62. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable. 63. Upon the written request of members holding 10 percent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members. 64. The directors shall give not less than 7 days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting. 65. The directors may fix the date notice is given of a meeting of members as the record date for determining those shares that are entitled to vote at the meeting. 66. A meeting of members may be called on short notice: (a) if members holding not less than 90 percent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 percent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 percent majority of the remaining votes, have agreed to short notice of the meeting, or (b) if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver. 67. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting. 68. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member. 69. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. 70. An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy. 18 (Name of Company) I/We..........................................................being a member of the above Company with.............................shares HEREBY APPOINT........................................................ of...............................................................or failing him........................................................... of...............................................................to be my/our proxy to vote for me/us at the meeting of members to be held on the..............day of....................at any adjournment thereof. [Any restrictions on voting to be inserted here] Signed this.................day of..................... ....................... . Member 7l. The following shall apply in respect of joint ownership of shares: (a) if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member; (b) if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners, and (c) if two or more of the joint owners are present in person or by proxy they must vote as one. 72. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other. 73. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person 19 accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members. 74. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved. 75. At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose some one of their number to be the chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair. 76. The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 77. At any meeting of the members the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the chairman. 78. Any person other than an individual shall be regarded as one member and subject to the specific provisions hereinafter contained for the appointment of representatives of such persons the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the 20 person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member. 79. Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company. 80. The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded. 81. Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company. 82. An action that may be taken by the members at a meeting may also be taken by a resolution of members consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice, but if any resolution of members is adopted otherwise than by the unanimous written consent of all members, a copy of such resolution shall forthwith be sent to all members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more members. DIRECTORS 83. The first directors of the Company shall be appointed by the subscribers to the Memorandum; and thereafter, the directors shall be elected by the members for such term as the members determine. 84. The minimum number of directors shall be one (1) and the maximum number shall be seven (7). 85. Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal. 86. A director may be removed from office, with or without cause, by a resolution of members or, with cause, by a resolution of directors. 21 87. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice. 88. The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. A vacancy occurs through the death, resignation or removal of a director, but a vacancy or vacancies shall not be deemed to exist where one or more directors shall resign after having appointed his or their successor or successors. 89. The Company may determine by resolution of directors to keep a register of directors containing (a) the names and addresses of the persons who are directors of the Company; (b) the date on which each person whose name is entered in the register was appointed as a director of the Company; and (c) the date on which each person named as a director ceased to be a director of the Company. 90. If the directors determine to maintain a register of directors, a copy thereof shall be kept at the registered office of the Company and the Company may determine by resolution of directors to register a copy of the register with the Registrar of Companies. 9l. With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. 92. A director shall not require a share qualification and may be an individual or a company. POWERS OF DIRECTORS 93. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorized by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made. 22 94. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company. The resolution of directors appointing an agent may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. 95. Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors under the Act. 96. Any director which is a body corporate may appoint any person its duly authorized representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents. 97. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced to their knowledge below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or for summoning a meeting of members. 98. The directors may by resolution of directors exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. 99. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors. l00. The Company may determine by resolution of directors to maintain at its registered office a register of mortgages, charges and other encumbrances in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance: (a) the sum secured; (b) the assets secured; (c) the name and address of the mortgagee, chargee or other encumbrancer; 23 (d) the date of creation of the mortgage, charge or other encumbrance; and (e) the date on which the particulars specified above in respect of the mortgage, charge or other encumbrance are entered in the register. l0l. The Company may further determine by a resolution of directors to register a copy of the register of mortgages, charges or other encumbrances with the Registrar of Companies. PROCEEDINGS OF DIRECTORS 102. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. 103. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 104. A director shall be given not less than 3 days notice of meetings of directors, but a meeting of directors held without 3 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting and for this purpose, the presence of a director at a meeting shall constitute waiver on his part. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 105. A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director. 106. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum shall be 2. 107. If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes. 24 108. At every meeting of the directors the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice-Chairman of the Board of Directors shall preside. If there is no Vice-Chairman of the Board of Directors or if the Vice-Chairman of the Board of Directors is not present at the meeting the directors present shall choose some one of their number to be chairman of the meeting. 109. An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication by all directors or all members of the committee as the case may be, without the need for any notice. The consent may be in the form of counterparts, each counterpart being signed by one or more directors. 110. The directors shall cause the following corporate records to be kept: (a) minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members; (b) copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and (c) such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company. 111. The books, records and minutes shall be kept at the registered office of the Company, its principal place of business or at such other place as the directors determine. 112. The directors may, by resolution of directors, designate one or more committees, each consisting of one or more directors. 113. Each committee of directors has such powers and authorities of the directors, including the power and authority to affix the Seal, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority to amend the Memorandum or these Articles, to appoint directors or fix their emoluments, or to appoint officers or agents of the Company. 114. The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not 25 superseded by any provisions in the resolution establishing the committee. OFFICERS 115. The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Vice-Chairman of the Board of Directors, a President and one or more Vice-Presidents, Secretaries and Treasurers and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person. 116. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of Directors to preside at meetings of directors and members, the Vice-Chairman to act in the absence of the Chairman, the President to manage the day to day affairs of the Company, the Vice-Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company. 117. The emoluments of all officers shall be fixed by resolution of directors. 118. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. CONFLICT OF INTERESTS 119. No agreement or transaction between the Company and one or more of its directors or any person in which any director has a financial interest or to whom any director is related, including as a director of that other person, is void or voidable for this reason only or by reason only that the director is present at the meeting of directors or at the meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors. 26 l20. A director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for purposes of determining whether the meeting is duly constituted. INDEMNIFICATION l2l. Subject to the limitations hereinafter provided the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or (b) is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise. 122. The Company may only indemnify a person if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. 123. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved. 124. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. 125. If a person to be indemnified has been successful in defence of any proceedings referred to above the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings. 126. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust 27 or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in these Articles. SEAL 127. The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by resolution of directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the Registered Office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of a director or any other person so authorized from time to time by resolution of directors. Such authorization may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any director or authorized person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. DIVIDENDS 128. The Company may by a resolution of directors declare and pay dividends in money, shares, or other property, but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorizing the dividends, a fair and proper value for the assets to be so distributed. 129. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company. 130. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set aside as a reserve fund upon such securities as they may select. 131. No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved. 28 132. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company. 133. No dividend shall bear interest as against the Company and no dividend shall be paid on treasury shares or shares held by another company of which the Company holds, directly or indirectly, shares having more than 50 percent of the vote in electing directors. 134. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share. 135. In the case of a dividend of authorized but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution. 136. In the case of a dividend of authorized but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company. 137. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares. ACCOUNTS AND AUDIT 130. The Company may by resolution of members call for the directors to prepare periodically a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for the financial period and a true and fair view of the state of affairs of the Company as at the end of the financial period. 139. The Company may by resolution of members call for the accounts to be examined by auditors. 140. The first auditors shall be appointed by resolution of directors; subsequent auditors shall be appointed by a resolution of members. 141. The auditors may be members of the Company but no director or other officer shall be eligible to be an auditor of the Company during his continuance in office. 29 142. The remuneration of the auditors of the Company (a) in the case of auditors appointed by the directors, may be fixed by resolution of directors; and (b) subject to the foregoing, shall be fixed by resolution of members or in such manner as the Company may by resolution of members determine. 143. The auditors shall examine each profit and loss account and balance sheet required to be served on every member of the Company or laid before a meeting of the members of the Company and shall state in a written report whether or not (a) in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that period; and (b) all the information and explanations required by the auditors have been obtained. 144. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before the Company or shall be served on the members. 145. Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors. 146. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of members of the Company at which the Company's profit and loss account and balance sheet are to be presented. NOTICES 147. Any notice, information or written statement to be given by the Company to members may be served in the case of members holding registered shares in any way by which it can reasonably be expected to reach each member or by mail addressed to each member at the address shown in the share register and in the case of members holding shares issued to bearer, in the manner provided in the Memorandum. 148. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company. 30 149. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid. PENSION AND SUPERANNUATION FUNDS 150. The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument. ARBITRATION 151. Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance affecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to 2 arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire. 152. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the 31 other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party. VOLUNTARY WINDING UP AND DISSOLUTION 153. The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of director. CONTINUATION 154. The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws. We, HWR SERVICES LIMITED, of Craigmuir Chambers, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to these Articles of Association the 5th day of February, 1999 in the presence of: Witness Subscriber /S/ Ibn K. Thomas /S/ Adel K. Clyne .......................... ............................ Craigmuir Chambers Authorized Signatory Road Town, Tortola HWR Services Limited 32 EX-3.9 6 u92498exv3w9.txt EX-3.9 MEMORANDUM AND ARTICLES OF ASSOCIATION OF STATS CHIPPAC MALAYSIA SDN.BHD. EXHIBIT 3.9 [LOGO APPEARS HERE] COMPANIES COMMISSION OF MALAYSIA FORM 13 COMPANIES ACT, 1965 [Section 23 (2)] Company No: - ---------- 59884 D - ---------- DECLARATION OF ORGANIZATION NAME CHANGE This is to certify that CHIPPAC MALAYSIA SDN. BHD. Which was incorporated under the Companies Act 1965 on 3rd July 1980, as a private company, on this day 11th of August 2004 changed its name to STATS CHIPPAC MALAYSIA SDN. BHD. And that the company is a private company limited by shares. Approved by the authorized signatory and seal in Kuala Lumpur on 11th August 2004. [CHOP APEARS HERE] /S/ PJTEH BT MAHMOOD PJTEH BT MAHMOOD ASSISTANT REGISTRAR OF COMPANIES MALAYSIA [LOGO APPEARS HERE] (Registry Of Companies) MALAYSIA FORM 13 COMPANIES ACT, 1965 [Section 23 (2)] Company No: - ---------- 59884 D - ---------- DECLARATION OF ORGANIZATION NAME CHANGE This is to certify that INTERSIL TECHNOLOGY SDN. BHD. Which was incorporated under the Companies Act 1965 on 3rd July 1980, as a private company, has on this day 10th August 2000 changed its name to CHIPPAC MALAYSIA SDN BHD. And that the company is a private company limited by shares. Approved by the authorized signatory and seal in Kuala Lumpur on 10th August 2000. [CHOP APPEARS HERE] /S/ ANUAR BIN SHAMAD ANUAR BIN SHAMAD ASSISTANT REGISTRAR OF COMPANIES MALAYSIA [LOGO APPEARS HERE] (Registry Of Companies) MALAYSIA FORM 13 COMPANIES ACT, 1965 [Section 23 (2)] Company No: - ---------- 59884 D - ---------- DECLARATION OF ORGANIZATION NAME CHANGE This is to certify that HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD. Which was incorporated under the Companies Act 1965 on 3rd July 1980 as a private company, has on this day 18th September 1999 changed its name to INTERSIL TECHNOLOGY SDN. BHD. And that the company is a private company limited by shares. Approved by the authorized signatory and seal in Kuala Lumpur on 18th September 1999. [CHOP APEARS HERE] /S/ ANUAR BIN SHAMAD ANUAR BIN SHAMAD ASSISTANT REGISTRAR OF COMPANIES MALAYSIA THE COMPANIES ACT, 1965 [STAMP APPEARS HERE] ------------- PRIVATE COMPANY LIMITED BY SHARES ------------- MEMORANDUM OF ASSOCIATION OF HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD. ------------- 1. The name of the Company is "HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. Bhd. 2. The registered office of the Company will be situated in Malaysia. 3. The objects for which the Company is established are all or any of the following, it being intended that the objects or all or any of the objects specified in each paragraph of this clause shall except and unless where otherwise expressed in such paragraph be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or group of paragraphs and shall be capable of being pursued as an independent object and either alone or in conjunction with all or any one or more of the other objects specified in the same or in any other paragraph or group of paragraphs and the discontinuance or abandonment of all or any of the business or objects hereinafter referred to shall not prevent the Company from carrying on any other business authorized to be carried on by the Company and it is hereby expressly declared that in the interpretation of this clause the meaning of any of the Company's objects shall not be restricted by reference to any other object or by the juxtaposition of two or more of them and that in the event of any ambiguity this clause shall be construed in such a way as to widen and not to restrict the powers of the Company:- (1) To design, develop, manufacture, assemble, test, package, ship and sell semi-conductors and other electronic components and devices of any type, and electronic and electro-mechanical machines, systems, sub-systems, sub-assemblies and products of any kind. (2) To import, produce, manufacture, export, distribute, purchase, sell trade and deal in either as principals or agents all manner of electronic and electrical components and equipment. [CHOP APPEARS HERE] (3) To carry on the business of electronic, electrical and mechanical engineers and manufacturers, workers and dealers in electronic and electrical apparatus and good and the manufacture, sale or hire of apparatus or goods to which the application of electronic, electricity or any like science or power that can be used as a substitute therefore, is or may be useful, convenient or ornamental, or any other business of a like nature. (4) To carry on all or any of the businesses of manufacturers, installers, maintainers, repairers of and dealers in electronic and electrical appliances and apparatus of every description, and of and in radio, television and telecommunication requisites and supplies, and electronic and electrical apparatus, appliances, equipment and stores of all kinds. (5) To purchase, subscribe for or otherwise acquire and hold shares, stock, debentures, debenture stock, bonds, obligations, and securities issued or guaranteed by any company whether constituted or carrying on business in Malaysia or elsewhere, and debentures, debenture stock, bonds, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, whether at home or abroad. (6) To acquire any such shares, stock, debentures, debenture stock, obligations or securities by original subscription, tender, purchase, exchange or otherwise either for cash or a consideration other than cash and to subscribe for the same, either conditionally or otherwise and to underwrite, sub-underwrite or guarantee the subscription thereof in any manner and to exercise and enforce all or any of the rights and powers conferred by or incident to the ownership thereof. (7) To issue debentures, debenture stock, bonds, obligations, and securities of all kinds, and to frame, constitute and secure the same, as may seem expedient, with full power to make the same transferable by delivery, or by instrument of transfer or otherwise, and either perpetual or terminable, and either redeemable or otherwise, and to charge or secure the same by trust, deed, or otherwise, on the undertaking of the Company, or upon any specific property and rights, present and future, of the Company (including, if thought fit, uncalled capital), or otherwise howsoever. [CHOP APPEARS HERE] - 2 - (8) To invest money at interest on the security of immovable property or any interest therein or on the security of any movable property or assets of any kind and generally to lend and advance money with or without security upon such terms as may be arranged and to guarantee either with or without remuneration the payment of moneys or debts by any person or company and to guarantee the performance of any contracts, bond s or obligations and to discount, buy, sell and deal in bills, notes, warrants, coupons and other negotiable or transferable securities or documents. (9) To facilitate and encourage the creation, issue or conversion of debentures, debenture stock, bonds, obligations, shares, stock and securities, and to act as trustees in connection with any such securities, and to take part in the conversion of business concerns and undertakings into companies. (10) To take part in the formation, management, supervision, or control of the business or operations of any company or undertaking, and for that purpose to appoint and remunerate any directors, accountants, or other experts or agents. (11) To constitute any trusts with a view to the issue of preferred and deferred or any other special stocks or securities based on, or representing any shares, stocks or other assets, specifically appropriated for the purpose of any such trust, and to settle and regulate, and if thought fit to undertake and execute any such trusts, and to issue, dispose of, or hold any such preferred, deferred, or other special stocks or securities. (12) To give any guarantee in relation to the repayment of any debentures, debenture stock, bonds, obligations, stocks, shares, or other securities, or the payment of any interest or dividends thereon. (13) Generally to carry on business as financiers and to undertake and carry out all such operations and transactions as an individual capitalist may lawfully undertake and carry out. (14) To purchase, take on lease, or in exchange, hire, or otherwise acquire and hold for any estate or interest and work and develop any lands, buildings, easements, rights, privileges, concessions, machinery, patents, plants, stock in trade, and immovable and movable property of any kind. [CHOP APPEARS HERE] - 3 - (15) To build, construct, alter, improve, maintain, develop, work, manage, carry out or control any buildings, factories, warehouses, shops, stores, houses, and other works and conveniences which may seem calculated directly or indirectly to advance the Company's interests and to contribute and subsidize or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control hereof. (16) To borrow or raise or secure the payment of money in such manner as may be thought fit, and for that purpose to issue notes, debentures, or debenture stock, perpetual or redeemable, or to accept bills of exchange or make promissory notes and to secure the repayment or any moneys borrowed or raised or owing by the Company by a charge or lien upon or conveyance of the whole or any part of the Company's property or assets, including its uncalled capital, and to give the lenders and creditors or trusts on their behalf, powers of sale and all other usual and necessary powers. (17) To transact or carry on any kind of agency business, and in particular in relation to the investment of money, the sale of property and the collection and receipt of money. (18) To carry on the business of general importers and exporters, manufacturers, general merchants, commission agents, and wholesale or retail dealers of articles of all kinds and descriptions and whether manufactured or in a raw state and to buy, sell, barter, exchange, or otherwise deal in the same. (19) To apply for, purchase, or otherwise acquire, use, assign, sell and generally deal in patents, patent rights, trade marks, designs, or other exclusive or limited rights or privileges, and to use develop, grant licenses and otherwise turn to account the same, or any interests thereunder, and at pleasure to dispose of the same in any way. [CHOP APPEARS HERE] - 4 - (20) To purchase, take on lease, or otherwise acquire, any mines, mining rights and metaliferous coal, oil, or any other mineral bearing lands in Malaysia or elsewhere, and any interest therein, and to explore, work, exercise, develop, and turn to account the same including power to crush, win, get, acquire, smelt, calcine, refine, dress, amalgamate, manipulate and prepare for market any ore, metal, coal, oil and mineral substances of all kinds and to carry on any other metallurgical operations which may seem conducive to any of the Company's objects, and to buy, sell, manufacture, and deal in, minerals, metals, plant, machinery, instruments, conveniences, provisions, and things, capable of being use in connection with metallurgical operations or required by labourers, workmen and other employed by the Company. (21) To carry on the business of land water transport owners and suppliers, commission agents, shipping agents, and brokers, shippers, freighters, lightermen, wharfingers, forwarding agents, stevedores, labour suppliers, warehousemen, shipbuilders, ship owners, building contractors, insurance agents, and ship chandlers. (22) To carry on all or any of the business of silk mercers, silk weavers, cotton spinners, cloth manufacturers, furriers, haberdashers, hosiers, importers, and wholesale and retail dealers of and in textile fabrics of all kinds, milliners, dressmakers, tailors, hatters, clothiers, outfitters, glovers, lace manufacturers, feather dressers, boot and shoe makers, manufacturers and importers and wholesale and retail dealers of and in matches, soap, biscuits, leather goods, household furniture, ironmongery, turnery, and other household fittings and utensils, ornaments, stationery, and fancy goods, dealers in provisions, drugs, chemicals and other articles and commodities of personal and household use and consumption, and generally of and in all manufactured goods, raw materials, provisions and products. (23) To pay for any property or rights acquired by the Company, either in cash or in fully or partly paid shares, with or without preferred or deferred rights in respect of dividend or repayment of capital or otherwise, or by the issue of securities, or partly in one mode and partly in another and generally on such terms as may be arranged or determined. [CHOP APPEARS HERE] - 5 - (24) To carry on in connection with the above such other businesses as may be conveniently or profitably carried on therewith or may usefully employ or turn to account or enhance the value of or render profitable any of the Company's property or rights. (25) To acquire and undertake the whole or any part of the business, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which this Company is authorized to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm, or company or to acquire an interest in, amalgamate with or enter into any arrangements for sharing profits or for co-operation or for limiting competition or for mutual assistance with any person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or for any property acquired, any shares, debentures, or securities that may be agreed upon and to hold good and retail or sell, mortgage and deal with any shares, debentures or securities so received. (26) To promote any other company for the purpose of acquiring all or any of the property and undertaking and all or any of the liabilities of this Company or of undertaking any business or operations which may appear likely enhance the value of any property or business of this Company and to place or guarantee the placing of, underwrite, apply for, accept and hold or subscribe, the whole or any part of the capital or securities or to lend money to or guarantee the performance of the contract of any such company. (27) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with the whole or any part of the undertaking, property, assets and rights of the Company, either together or in portions for such consideration as may be agreed and in particular for shares, debentures, debenture stock or securities of any company purchasing the same. (28) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, debenture stock and other negotiable or transferable instruments. [CHOP APPEARS HERE] - 6 - (29) To acquire or obtain from any government or authority, supreme, municipal, local or otherwise, or any corporation, company or person any charters, rights, privileges, and concessions which may be conducive to any of the objects of the Company and to accept, make payments under, carry out, exercise and comply with any such charters, rights, privileges and concessions. (30) To act as agents or brokers and subject to compliance with any restrictions imposed by law as trustees for any person, firm or company and also to act in any of the businesses of the Company through or by means of agents, brokers, sub-contractors, or others. (31) To grant pensions or gratuities to any past or serving directors, officers, or employees of the Company or to the relations, connections or dependants of any such persons, or to effect and make payment towards insurances in respect of and for the benefit of any such persons and to establish or support associations, institutions, cubs, funds and trusts (whether solely connected with the trade, carried on by the Company or any subsidiary company or not) which may be considered or calculated to benefit any such persons or otherwise advance the interests of the Company or of its members. (32) To remunerate any person, firm or company rendering services to this Company either by cash payment or by the allotment to him or them of shares or securities of the Company credited as fully paid up in full or in part or otherwise. (33) To pay all or any expenses incurred in connection with the formation and incorporation of the Company or to contract with any person, firm or company to pay the same and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares, debentures or securities of this Company or a company promoted by this Company. (34) To effect insurances against losses, damage, risks and liabilities of all kinds which may affect any person or company having contractual relationship with the Company and to act as agents for insurers and insurance brokers. [CHOP APPEARS HERE] - 7 - (35) To distribute among the members of the Company in kind any property of the Company and in particular any immovable property or any shares, debentures or securities of other companies belonging to this Company or of which this Company may have the power of disposing, but so that no distribution involving a reduction of the capital may be made without such sanctions as may be required by law. (36) To establish branches and agencies for the purposes of the Company. (37) Subject to compliance with the restrictions imposed by law to undertake and execute any trusts the undertaking whereof may seem desirable and either gratuitously or otherwise. (38) To invest and deal with the moneys of the Company not immediately required upon such securities or without security and in such manner as may from time to time be determined. (39) To appoint from time to time either with full or restricted powers of sub-delegation and either with or without remuneration agents, attorneys, local or Managing Directors, or any persons or corporations under power of attorney or otherwise within or outside Malaysia for the purpose of carrying out and completing all or any of the objects of the Company as mentioned in this Memorandum of Association and of arranging, conducting or managing the business or businesses of the Company or any matter or concern whatsoever in which the Company now is or may from time to time be or become or be about to become interested or concerned with the same or more limited powers than the Directors of the Company have and to delegate such powers. (40) To amalgamate with any other company. (41) To enter into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concessions or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit this Company to take or otherwise acquire shares and securities of any such company and to sell, hold, re-issue with or without guarantee or otherwise deal with the same. [CHOP APPEARS HERE] - 8 - (42) To cause the Company to be registered or recognized in any foreign country or place. (43) To make donations for patriotic or for charitable purposes. (44) To transact any lawful business in aid of Malaysia in the prosecution of any war or hostilities in which Malaysia is engaged. (45) Unless expressly excluded or modified herein or by the Company's Articles of Association to exercise each and every one of the powers set forth in the Third Schedule to the Companies Act. (46) To do all or any of the above things in any part of the world and either as principals, agents, trustees, contractors, or otherwise and either alone or in conjunction with others, and either by or through local managers, agents, sub-contractors, trustees or otherwise. (47) To do all such other things as are incidental or conducive to the above objects or any of them. And it is hereby declared that the word "company" in this clause except where used in reference to this Company shall wherever the context so permits be deemed to include any partnership or other body of persons whether incorporated or not, and whether domiciled in Malaysia or elsewhere. Liability of members 4. The liability of the members is limited. Capital 5. The nominal capital of the Company is M$25,000/- divided into 25,000 ordinary shares of M$1/- each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential deferred qualified or other special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise. [CHOP APPEARS HERE] - 9 - We, the several persons whose names, addresses an descriptions are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. - -------------------------------------------------------------------------------- Number of shares Names, Addresses and Descriptions taken by each Of Shareholders Subscriber - -------------------------------------------------------------------------------- RONALD KHOO TENG SWEE, 6, Jalan Delima, /s/ RONALD KHOO TENG SWEE One Kuala Lumpur Advocate & Solicitor (One) (I. C. No: 1863474) TRAVIS AUSTIN PURTLE, /s/ TRAVIS AUSTIN PURTLE 'SRI ADILIDA', LOT 1668 MUKIM ULU KLANG One KUALA LUMPUR Company Executive (One) (I. C. No: 9528928) - -------------------------------------------------------------------------------- Dated this 19th day of June, 1980 Witness to the above signatures : - /s/ JOHARI RAZAK JOHARI RAZAK Advocate & Solicitor, No. 2, Benteng, Kuala Lumpur [CHOP APPEARS HERE] - 10 - THE COMPANIES ACT, 1965 ---------------- PRIVATE COMPANY LIMITED BY SHARES ----------------- ARTICLES OF ASSOCIATION OF HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD. TABLE "A" 1. The regulations in Table "A" in the Fourth Schedule to the Act shall not apply to the Company except so far as the same are repeated or contained in these Articles. INTERPRETATION 2. In these Articles the words standing in the first column of the Table hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context: - WORDS MEANINGS The Act....................... The Companies Act, 1965 The Statutes ................. The Act and every other Act Or Ordinance being in force concerning Joint Stock Companies and affecting the Company. These Articles ............... These Articles of Association or other regulations of the Company for the time being in force. The Office ................... The Registered Office of the Company. The Seal ..................... The Common Seal of the Company. Month ........................ Calendar month In Writing ................... Written, printed or lithographed or visibly expressed in all or any of these or and other modes of representing or reproducing words. The Directors, or The Directors for the time being The Board................. of the Company as a body or a quorum of the Directors present at a Meeting of the Directors. [CHOP APPEARS HERE] Member ....................... A member of the Company. Dividend ..................... Includes bonus. And words importing the singular number only shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender; and Words importing persons shall include corporations. Subject as aforesaid, any words or expressions defined in the Statutes shall bear the same meaning in these Articles. PRIVATE COMPANY 3. The Company is a Private Company, and accordingly (a) no invitation shall be issued to the public to subscribe for any shares or debentures of the Company; (b) the number of the member of the Company (not including persons who are in the employment of the Company, and persons who, having been formerly in the employment of the Company, were while in that employment and have continued after the determination of that employment to be, members of the Company) shall be limited to fifty, provided that where two or more persons hold one or more shares in the Company jointly they shall, for the purposes of this Article, be treated as a single member; (c) the right to transfer the share of the Company shall be restricted in manner hereinafter appearing; and (d) no invitation shall be issued to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest. BUSINESS 4. Any branch or kind of business which by the Memorandum of Association of the Company or these Articles is either expressly or by implication authorized to be undertaken by the Company may be undertaken by the Directors at such time or times as they shall think fit and further may be suffered by them to be in abeyance whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business. 5. The office shall be at such place in Malaysia as the Directors shall from time to time determine. SHARES 6. The initial share capital of the Company is M$25,000/- divided into 25,000 ordinary shares of M$1/- each. [CHOP APPEARS HERE] - 12 - 7. The issued and allotment of shares in the capital of the Company shall be under the control of the Directors and unless otherwise determined by the Company by special resolution or otherwise agreed by the holders of all the shares for the time being issued, all unissued shares shall before issue be offered for subscription by the Directors in the following manner: - a) To all members in proportion to their respective shareholdings by notice in writing specifying the proportionate number of shares each member is entitled to and limiting the time to twenty-eight (28) days within which the offer if not accepted shall be deemed to be declined. b) Any shares declined in the first offer shall be further offered only to the members who have accepted the first offer in full, in proportion to their respective share holdings before the first offer was made, by notice in writing specifying the proportionate number of shares each such member is entitled to and limiting the time to fourteen (14) days within which the offer if not accepted shall be deemed to be declined. c) Subject as aforesaid, all unissued shares shall be at the disposal of the Directors and they may allot, grant options over or otherwise deal with or dispose of the same to such persons, at such times, and generally on such terms as they think proper, but so that no shares shall be issued at a discount except in accordance with Section 59 of the Act. 8. The Company may pay a commission to any person in consideration of his subscribing, or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Capital of the Company, but such commission shall not exceed 10 per cent of the price at which the shares are issued or an amount equivalent thereto. Any such commission may be paid in whole or in part in cash or fully or partly paid shares of the Company at par as may be arranged, and the Company may, in addition to, or in lieu of, such commission, in consideration of any person so subscribing or agreeing to subscribe, or of his procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company, confer on any such person an option to call within a specified time a specified number or amount of shares in the Company at a specified price not being less than par. The payment or agreement to pay a commission or the conferring of an option shall be in the discretion of the Directors on behalf of the Company. The requirements of Section 54, 58 and 165 of the Act shall be observed, so far as applicable. [CHOP APPEARS HERE] - 13 - 9. No part of the funds of the Company shall, directly or indirectly, be employed in the purchase of or subscription for or loans upon the security of any shares in the Company. The Company shall not give any financial assistance for the purpose of or in connection with the purchase of or subscription for any shares in the Company or its holding company, if any. Nothing in this Article shall prohibit transactions mentioned in Section 67 (2) of the Act. 10. Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings, or the provisions of any plant which cannot be made profitable for a lengthened period, the Company may pay interest on so much of the Share Capital as is for the time being paid up for the period and subject to the conditions and restrictions mentioned in Section 69 of the Act and may charge the same to capital as part of the cost of the construction of the works or buildings or the provision of the plant. 11. Except as required by law no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder. SHARE CERTIFICATES 12. Every member shall be entitled without payment to receive within two months after allotment or within one month after lodgment of transfer (or within such period as the conditions of issue shall provide) one certificate in respect of each class of shares held by him for all his shares of that class or several certificates each for one or more of his shares of that class upon payment of $1/- (or such less sum as the Directors shall from time to time determine) for every certificate after the first. Provided that (i) the Company shall not be bound to issue more than one certificate in respect of a share held jointly by several persons and delivery thereof to one of several joint holders shall be sufficient delivery to all such holders and (ii) a Member who has transferred part of his shares comprised in a share certificate shall be entitled to receive without payment and within one month after the lodgment of the transfer of the shares transferred a certificate in respect of the shares not transferred. [CHOP APPEARS HERE] - 14 - 13. Every certificate for shares or debentures or representing any other form of security shall be under the Seal and shall bear the autographic signatures of one Director and of the Secretary. Every Certificate for shares shall specify the number and class of shares to which it relates and the amount paid up thereon. 14. If any such certificate shall be worn out, defaced, destroyed or lost it may be renewed on such evidence being produced as the Directors shall require and in the case of wearing out or defacement on delivery up of the old certificate and in the case of destruction or loss or execution of such indemnify (if any) and in either case on payment of such sum not exceeding one dollar as the Directors may from time to time require. In the case of destruction or loss the Member to whom such renewed certificate is given shall also bear the loss and pay to the Company all expenses incidental to the investigations by the Company of the evidence of such destruction or loss and to such indemnity. 15. No shareholder shall be entitled to receive any dividend or to be present or vote at any Meeting or upon a poll, or to exercise any privilege as a Member until he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any). JOINT HOLDERS OF SHARES 16. Where two or more persons are registered as the holders of any share, they shall be deemed to hold the same tenants with benefit of survivorship subject to the following provisions: - a) The Company shall not be bound to register more than four persons as the holders of any share. b) The joint holders of a share be liable severally as well as jointly in respect of all payments which ought to be made in respect of such share. c) On the death of any one of such joint holders the survivors or survivor shall be the only person or persons recognized by the Company as having any title to such share but the Directors may require such evidence of death as they may deem fit. [CHOP APPEARS HERE] - 15 - d) Any one of such joint holders may give effectual receipts for any dividend payable to such joint holders. e) Only the person whose name stands first in the Register as one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to such persons shall be deemed notice to all the joint holders. LIEN OF SHARES 17. The Company shall have a first and paramount lien and charges on all the shares not fully paid up registered in the name of a Member (whether solely or jointly with others) for all moneys due to the Company from him or his estate either alone or jointly with any other person, whether a Member or not, and whether such moneys are presently payable or not. The Company's lien (if any) on a share shall extend to all dividends payable thereon. 18. For the purpose of enforcing such lien the Directors may sell all or any of the shares subject thereto in such manner as they think fit, but no sale shall be made until such time as the moneys are presently payable and until a Notice in writing stating the amount due and demanding payment and giving notice of intention to sell in default shall have been served in such a manner as the Directors shall think fit on such Member or the person (if any) entitled by transmission to the shares, and default in payment shall have been made by him or them for seven days after the date of such notice. 19. The net proceeds of any such sale shall be applied in or towards satisfaction of the amount due and the residue (if any) shall be paid to the Members of the person (if any) entitled by transmission to the shares provided always that the Company shall be entitled to a lien upon such residue in respect of any money due to the Company but not presently payable like to that which it had upon the shares immediately before the sale thereof. 20. To give effect to any such sale the Directors may authorize some person to transfer the shares sold to the purchaser and the Directors may enter the purchaser's name in the Register as holder of the shares and the purchaser shall not be bound to see to the regularity or validity of or be affected by any irregularity or invalidity in the proceedings or be bound to see to the application of the purchase money and after his name has been entered in the Register the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale be in damages only and against the Company exclusively. [CHOP APPEARS HERE] - 16 - CALLS OF SHARES 21. The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares or on any class of their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: and each member shall (subject to his having been given at least fourteen days' notice specifying the time or times and place of payment) pay to the company at the time or times and place so specified the amount called on his shares. A call may be made payable by installments. A call may be revoked or postpones as the Directors may determine. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing the call was passed. 22. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 23. If before or on the day appointed for payment thereof a call payable in respect of a share is not paid, the person from whom the amount of the call is due shall pay interest on such amount at the rate of 5 per cent per annum from the day appointed for payment thereof to the time of actual payment, and shall also pay all costs, charges and expenses which the company may have incurred or become liable for in order to procure payment of or in consequence of the non-payment of such call or installment but the Directors shall be at liberty to waive payment of interest, costs, charges and expenses wholly or in part. 24. Any sum which by the terms of allotment of a share is made payable upon issue of at any fixed date whether on account of the nominal value of the share or by way of premium and any installment of a call for all purposes of these Articles be deemed to be a call duly made and payable on the date fixed for payment and in the case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like and all other relevant provisions of the Statutes or of these Articles shall apply as if such sum were a call duly made and notified as hereby provided. 25. The Directors may from time to time make arrangements on the issue of shares for a difference between the holders of such shares in the amount of call to be paid and in the time of payment of such calls. [CHOP APPEARS HERE] - 17 - 26. The Directors may if they think fit receive from any shareholder willing to advance the same all or any part of the moneys due upon his shares beyond the sums actually called up thereon and upon all or any of the moneys so advanced the Directors may (until the same would but for such advance become presently payable) pay or allow such interest as may be agreed upon between them and such shareholder in addition to the dividend payable upon such part of the share in respect of which such advance has been made as is actually called up. Except in liquidation, sums paid in advance of calls shall not, until the same would but for such advance have become payable, be treated as paid up on the shares in respect of which they have been paid. TRANSFER OF SHARES 27. Subject to the restrictions of these Articles, any Member may transfer all or any of his shares but every transfer must be in writing in the form approved by the Stock Exchange of Malaysia and Singapore and must be left at the office accompanied by the certificate of the shares to be transferred and such other evidence (if any) as the Directors may require to prove the title of the intending transferor. 28. The instrument of transfer of a share shall be signed both by the transferor and the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. 29. No share shall in any circumstances be transferred to any infant, bankrupt or person of unsound mind. An instrument of transfer must be in respect of only one class of shares. 30. The Company shall provide a book to be called "Register of Transfers" which shall be kept by the Secretary under the control of the Directors, and in which shall be entered the particulars of every transfer or transmission of every share. 31. The Directors may, in their discretion and without assigning any reason therefore, refuse to register the transfer of any share, whether or not it is a fully paid share, and whether or not the Company claims lien on the same. 32. If the Directors refuse to register a transfer they shall within one month after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal. 33. All instruments of transfer that shall be registered be retained by the Company. [CHOP APPEARS HERE] - 18 - 34. Any instrument of transfer that the Directors may decline to register shall be returned to the person who tendered the same for registration, unless the Directors suspect fraud. 35. Such use, not exceeding One dollar for each transfer, as the Directors may from time to time determine, may be charged for registration of a transfer. 36. The register of transfer may be closed during the fourteen days immediately preceeding every Annual General Meeting of the Company, and at such other times (if any) and for such period as the Directors may from time to time determine, provided always that it shall not be closed for more than thirty days in any years. TRANSMISSION OF SHARES 37. In the case of the death of a member, the survivors or survivor, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognized by the Company as having any title to his shares, but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share jointly held by him. 38. Any person becoming entitled to a share in consequence of the death or bankruptcy of any member may, upon producing such evidence or title as the Directors shall require, be registered himself as holder of the share, or, subject to the provisions as to transfers herein contained, transfer the same to some other person. 39. A person entitled to a share by transmission shall be entitled to receive, and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of it to receive notices or, or to attend or vote at meetings of the Company, or, save as aforesaid, to exercise any of the rights or privileges of a member, unless and until he shall become a member in respect of the share. FORFEITURE OF SHARES 40. (1) If Member fails to pay the whole or any part of any call or installment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest and expenses which may have accrued by reason of such non-payment. [CHOP APPEARS HERE] - 19 - (2) The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made. It shall also name the place where payment is to be made and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited. 41. If the requirements of any such notice as aforesaid are not complied with any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. 42. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they have been declared. 43. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. 44. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 45. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares; but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. [CHOP APPEARS HERE] - 20 - 46. Notice of any forfeiture shall be given to the holder of the share forfeited or to the person entitled by transmission to the share forfeited as the case may be. An entry of the forfeiture with the date thereof shall be made in the Register of Members opposite to the share. The provisions of this Article are directory only, and no forfeiture shall be in any manner invalidated by any omission or give such notice or to make such entry as aforesaid. 47. A statutory declaration in writing that the declarant is the Director or the Secretary of the Company and that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares. CONVERSION OF SHARES INTO STOCK 48. The Company in General Meeting may convert any paid-up shares into stock and may from time to time reconvert such stock into paid-up shares of any denomination. 49. When any shares have been converted into stock the several holders of such stock may transfer their respective interests therein or any part of such interests in such manner as the Company in General Meeting shall direct, but in default of any such direction then in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances will admit. But the Directors may if they think fit from time to time fix the minimum amount of stock transferable; provided that such minimum shall not exceed the nominal amount of the shares from which the stock arose. 50. The several holders of stock shall be entitled to participate in the dividends and profits of the company according to the amount of their respective interests in such stock and such interests shall, in proportion to the amount thereof, confer on the holders thereof respectively the same privileges and advantages for the purposes of voting at meetings of the Company and for other purposes as if they held the shares from which the stock arose, but so that none of such privileges or advantages, except the participation in the dividends, profits and assets of the company, shall be conferred by any such aliquot part of consolidated stock as would not, if existing in shares, have conferred such privileges or advantages. [CHOP APPEARS HERE] - 21 - 51. All such provisions of the Articles as are applicable to paid up shares shall apply to stock and in all such provisions the word "shares" and "shareholder" shall include "stock" and "stockholder". INCREASE OF CAPITAL 52. The Company may from time to time by Ordinary Resolution, whether all the shares for the time being authorized shall have been issued or all the shares for the time being issued shall have been fully called up or not increase its capital by the creation and issue of new shares, such aggregate increase to be of such amount and to be divided into shares of such respective amounts as the Company by the resolution authorizing such increase directs. The new shares shall be upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct, and if no direction by given as the Directors shall determine, and in particular, such new shares may be issued with a preferential or qualified right to dividends and in the distribution of the assets of the Company and with a special or restricted right of voting. 53. Subject to the other provisions of these Articles any shares created by any increase in capital as aforesaid shall be at the disposal of the Directors who may allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Directors may determine. 54. Subject to any directions, that may be given in accordance with the powers contained the Memorandum of Association or these Articles, any capital raised by the creation of new shares shall be considered as part of the original capital and as consisting of ordinary shares and shall be subject to the same provisions with reference to the payment of calls, transfer, transmission, forfeiture, lien and otherwise as if it has been part of the original capital. ALTERATIONS OF CAPITAL 55. (1) The Company may by Ordinary Resolution: (a) consolidate and divide its capital into shares of larger amount than its existing shares; or [CHOP APPEARS HERE] - 22 - (b) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; or (c) by subdivision of its existing shares or any of them divide its capital or any part thereof into shares of smaller amount than is fixed by its Memorandum of Association and so that as between the holders of the resulting shares one or more of such shares may by the resolution by which the subdivision is effected be given any preference or advantage as regards dividend, capital, voting or otherwise over the others or any other of such shares; or (d) And may be special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with and subject to any incident authorized and consent required by law. (2) Anything done in pursuance of this Article shall be done in manner provided and subject to any conditions imposed by the Statutes or so far as they shall not be applicable in accordance with the terms of the resolution authorizing the same or, so far as such resolution shall not be applicable, in such manner as the Directors deem most expedient. MODIFICATION OF CLASS RIGHTS 56. Subject to the provisions of Section 65 of the Act, all or any of the special rights or privileges attached to any class of shares in the Capital of the Company for the time being may, at any time, as well before as during liquidation, be modified, varied, altered or abrogated, either with the consent in writing of the holders of not less than three-fourths of the issued shares of the class, or with the sanction of Special Resolution passed at a separate General Meeting of the holders of shares of the class, and all the provisions contained in these Articles relating to General Meetings shall mutatis mutandis apply to every such meeting, but so that the quorum thereof shall be not less than two persons personally [CHOP APPEARS HERE] - 23 - present and holding or representing by proxy one-quarter of the issued shares of the class, and that any holder of shares of the class present in person or by proxy, shall on a poll be entitled to one vote for each share of the class held by him, and if at any adjourned meeting or such holders such quorum as afore said is not present, any two holders of shares of the class who are personally present shall be a quorum. The Director shall comply with the provisions of Section 154 of the Act as to forwarding a copy of any such Consent or Resolution to the Registrar of Companies. GENERAL MEETINGS 57. The Company shall in each calendar year hold a General Meeting as its Annual General Meeting as its Annual General in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next. The Annual General Meeting shall be held at such time and place as the Directors shall appoint. 58. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings. 59. The Directors may whenever they think fit convene an Extraordinary General Meeting and an Extraordinary General Meeting shall also be convened on such requisition or in default may be convened by such requisitionist as provided for by Section 144 of the Act. If at any time there are not within Malaysia sufficient Directors capable of action to form a quorum at a meeting of Directors any Director or any two Members may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which such a meeting may be convened by the Directors. 60. The time and place of any meeting shall be determined by the convenors of the meeting. NOTICE OF GENERAL MEETINGS 61. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days' notice in writing at the least. Any other meeting of the Company shall be called by fourteen days' notice in writing at the least. [CHOP APPEARS HERE] - 24 - Provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed by the all the members having the right to attend and vote at the meeting. 62. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of meeting and in case of special business the general nature of the business. 63. The notice convening a meeting to consider a special resolution shall specify the intention to propose the resolution as a special resolution. 64. In every notice calling a meeting they shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him. 65. (1) Notice of every General Meeting shall be given in any manner authorised by these Articles to :- (a) every Member holding shares conferring the right to attend and vote at the meeting who at the time of the convening of the meeting shall have paid all calls or other sums presently payable by him in respect of shares in the Company; and (b) the auditors of the Company. (2) No other person shall be entitled to receive notices of General Meetings; provided that if the meeting be called for the alteration of the Company's objects, the provisions of Section 28 of the Act regarding notices to debenture holders shall be complied with. 66. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at the meeting. PROCEEDINGS AT GENERAL MEETINGS 67. All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General Meeting with the exception of the consideration of the accounts, balance sheets and reports (if any) of the Directors and Auditors, [CHOP APPEARS HERE] - 25 - the fixing of the remuneration of Directors, the election of Directors in the place of those retiring by rotation, the declaration of dividends and the appointment of and the fixing of the remuneration of the Auditors. 68. Two members present in person or by proxy shall be a quorum for a General Meeting and no business shall be presented at any General Meeting unless the quorum requisite is present at the commencement of the business. A corporation being a member shall be deemed to be personally present if represented in accordance with the provisions of Article 83. 69. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place and if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, them Members present shall be a quorum. 70. The Chairman (if any) of the Board of Directors shall preside as Chairman at every General Meeting, but if there be no such Chairman, or it at any meeting he shall be not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to act as Chairman, the members present shall choose some Director, or if no Director be present, or is all the Directors present decline to take the chair one of themselves to be Chairman of the meetings. 71. The Chairman of the meeting may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned fro thirty-day or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting 72. At every General Meeting a Resolution put to the vote of the meeting shall be decided on a show of hands by the members present in person and entitled to vote, unless before or upon the declaration of the result of the show of hands a poll be demanded by the Chairman of [CHOP APPEARS HERE] - 26 - the meeting or by any member present in person or by proxy, and entitled to vote. Unless a poll be so demanded, a declaration by the Chairman of the meeting that a Resolution has been carried, or has been carried by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such Resolution. 73. In the case of an equality of votes whether on a show of hands or on a poll as aforesaid, the Chairman shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled as a member. 74. If a poll is demanded as aforesaid it shall be taken in such manner and at such time and place as the Chairman of the meeting directs and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn. In case of any dispute as to the admission or rejection of a vote the Chairman shall determine the same and such determination made in good faith shall be final and conclusive. 75. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. 76. No poll shall be demanded on the election of a Chairman of a meeting and a poll demanded on a question of adjournment shall be taken at the meeting and without adjournment. 77. If at any General Meeting any votes shall be counted which ought not to have been counted or might have been rejected, the errors shall not vitiate the result of the voting unless it be pointed out at the same meeting, and be of sufficient magnitude to vitiate the result of the voting. VOTES OF MEMBERS 78. Subject to any special right or restriction for the time being attaching to any special class of shares in the capital of the Company, every Member shall have one vote for every share held by him. [CHOP APPEARS HERE] - 27 - 79. If any Member be a lunatic, idiot or non compos mentis he may vote by his committee, curator bonis, or other legal curator and such last mentioned persons may give their votes by proxy but no person claiming to vote pursuant to his Article shall do so unless such evidence as the Directors may require of his authority shall have been deposited at the office not less than forty-eight hours before the time for holding the meeting at which he wishes to vote. 80. If two or more persons are jointly entitled to a share then, in voting upon any question, the vote of a senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders of the share and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 81. Save as herein expressly provided, no other person other than a Member duly registered and who shall have paid everything for the time being due from him and payable to the Company in respect of his shares shall be entitled to be present or to vote on any question, either personally or by proxy at any General Meeting. 82. Votes may be given either personally or by proxy attorney or representative. A proxy need not be a Member of the Company. 83. Any corporation which is a Member of this Company may, by resolution of its directors, authorize any person to act as its representative at any meeting of this Company; and such representative shall be entitled to exercise the same powers on behalf of the Company which he represents as if he had been an individual shareholder. 84. An instrument appointing a proxy shall be in any usual or common form or in any other form that the Directors shall approve. 85. (1) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or in some other manner approved by the Directors. [CHOP APPEARS HERE] - 28 - (2) An instrument appointing a proxy executed in Malaysia or the Republic of Singapore need not be witnessed. The signature to an instrument appointing a proxy executed outside the Republic of Singapore and Malaysia shall be attested by a Solicitor, Notary Public, Counsel or Magistrate but the Directors may from time to time waive or modify this requirement either generally or in a particular case or cases. 86. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority shall be deposited at the Office or at such other place within Malaysia as is specified for that purpose in the notice convening the meeting at least forty-eight hours before the time appointed for holding the meeting or adjourned meeting as the case may be; otherwise the person so named shall not be entitled to vote in respect thereof. 87. The instrument appointing a proxy shall be deemed to confer authority generally to act at the meeting for the member given the proxy. 88. Unless otherwise directed by the Chairman, a vote given in accordance with the terms of any instrument of proxy shall be treated as valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used. DIRECTORS 89. (1) Until otherwise determined by a General Meeting the number of Directors shall not be less than two. (2) The first Directors shall be RONALD KHOO TENG SWEE and TRAVIS AUSTIN PURTLE. 90. The Company may from time to time by special resolution increase or decrease the maximum and the minimum number of the Directors, but the minimum number of Directors shall not be less than two. 91. A Director need not be a member of the Company, but shall be entitled to receive notice of and to attend all General Meetings of the Company. [CHOP APPEARS HERE] - 29 - 92. The Directors may, at any time, and from time to time, appoint any person to be a Director, either to fill a casual vacancy, or by way of addition to their number, provided that the number of Directors shall not at any time exceed maximum number fixed by, or in accordance with, these Articles. 93. (1) A Director who is in any way whether directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with Section 131 of the Act. (2) A Director shall not vote in respect of any contract or arrangement in which he is interested and if he shall do son in his vote shall not be counted nor save as provided by paragraph (4) this Article shall he be counted in the quorum present at the meeting, but either or these prohibitions shall apply to:- (a) any arrangement for giving any Director any security or indemnity in respect of money lent by him to or obligations undertaken by him for the benefit of the Company; or (b) to any arrangements for the giving by the Company of any security to a third party in respect of a debt or obligation of the Company for which the Director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of security; or (c) any contract of a Director to subscribe for or underwrite shares or debentures of the Company; or (d) any contract or arrangement with any other Company in which he is interested only as a Director or an officer of the Company or as a holder of shares or other securities; and these prohibitions may at any time be suspended or relaxed to any extent and either generally or in respect of any particular contract arrangement or transaction by the Company by ordinary resolution. [CHOP APPEARS HERE] - 30 - (3) A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. No Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as a Vendor, purchaser or otherwise. No such contract and no contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested shall be liable to be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. (4) A Director notwithstanding his interest may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof. (5) A Director of the Company may with the consent of the Board be or become a Director or other officer of or otherwise interested in any Company promoted by the Company or in which the Company may be interested as a shareholder or otherwise and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of or from his interests in such Company unless the Company otherwise directs. 94. The Director shall keep Registers as required by Sections 134 and 141 of the Act. 95. The remuneration of the Directors shall from time to time determined by the Company in General Meeting. 96. If any Director being willing shall be called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company the Company may remunerate the Director so doing either by a fixed sum or by a percentage of profits or otherwise (but no turnover) as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his or their share in the remuneration above provided. [CHOP APPEARS HERE] - 31 - 97. The Company may by ordinary resolution of which notice has been given to all members entitled to receive notices remove any Director from office notwithstanding anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company. 98. (1) The Company may by ordinary resolution appoint another person in place of a Director removed from office under the immediately preceding Article. (2) Without prejudice to the powers of the Directors in his behalf the Company may appoint any person to be a Director either to fill a casual vacancy or as an additional Director. MANAGING DIRECTORS 99. The Directors may from time to time appoint one or more of their body to the Office of Managing Director for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke any such appointment. The appointment of a Managing Director shall be automatically determined if he ceases from any cause to be a Director. 100. A Managing Director shall subject to the terms of any agreement entered into in any particular case, receive such remuneration (whether by way of salary, commission or participation in profit, or partly in one way and partly in another) as the Directors may determine. 101. The Directors may entrust to and confer upon a Managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to exclusion of their own powers, and may from time to time revoke, withdraw, alter, or vary all or any of those powers. SECRETARY 102. The Secretary or Joint Secretaries shall be appointed by the Directors for such term at such remuneration and upon such conditions as they may think fit; and any Secretary or Joint Secretary so appointed may be removed by them. [CHOP APPEARS HERE] - 32 - 103. (1) A provision of the Act or these Articles requiring or authorizing a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting as Director and as or in place of the Secretary. (2) A provision of the Act or these Articles requiring or authorizing a thing to be done by or to the Secretary shall be satisfied by its being done by or to one or more of the Joint Secretaries if any for the time being appointed by the Directors. THE SEAL 104. The Directors shall provide for the safe custody of the Seal which shall only be used by the authority of the Directors or of a committee of the Directors or of a committee of the Directors authorized by the Directors in that behalf; and every instrument to which the Seal shall be affixed shall be signed by one Director and shall be counter-signed by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. 105. The Company may exercise all the powers conferred by Section 35 of the Act to have an official seal for use abroad an such official seal shall be affixed by the authority and in the presence of and the instruments sealed therewith shall be signed by such persons as the Directors shall from time to time by writing under the Seal appoint. POWER AND DUTIES OF DIRECTORS 106. (1) The business of the Company shall be managed by the Directors who may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the Company in General Meeting subject nevertheless to the provisions of the Act and these Articles and to such regulations being not inconsistent with the said provisions and Articles as may be prescribed by the Company in General Meeting; but no regulations made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. (2) Without prejudice to the generality of the foregoing sub-clause the Directors may on behalf of the Company pay a gratuity pension or allowance to any employee or ex-employee, Director or former Director, or the wife, widow or other dependant of an employee or ex-employee Director or former Director in such manner and to such extent as the Directors shall think fit and for [CHOP APPEARS HERE] - 33 - these purposes the Directors may if thought fit either alone or in conjunction with any other persons constitute and contribute to a scheme or trust for the purpose of providing any such gratuity pension or allowance and take out policies of insurance and pay the premiums reserved thereby. 107. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as a security for any debt, liability or obligation of the Company or of any third party. 108. The Directors may delegate any of their powers other than the powers to borrow and make calls to Committees consisting of such Members of their body as they think fit. Any Committee so formed shall in the exercise of the power so delegated conform to any regulations that may from time to time be imposed upon them by the Board. 109. The Directors from time to time and at any time may establish any local boards or agencies for managing any of the affairs of the Company either in Malaysia or elsewhere and may appoint any persons to be members of such local boards or any managers, inspectors or agents and may fix their remuneration and may delegate to any local board, manager, inspector or agent any of the powers, authorities and discretions vested in the Directors with powers to sub-delegate and may authorize the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit and the Directors may remove any person so appointed and may annul or vary such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. Every Director while present in the country or territory in which any such local board or any committee thereof shall have been established shall be ex-officio a member thereof and entitled to attend and vote at all meetings thereof held while he is present in such country or territory. [CHOP APPEARS HERE] - 34 - 110. The Directors may, at any time, and from time to time, by power of attorney under the Seal, appoint any person to be the attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles), and for such period and subject to such conditions as the Directors may from time to time think fit, and such appointment may (if the Directors think fit) be made in favor of the members or any of the members of any local board established as aforesaid, or in favor of and body corporate or of the members, directors, nominees or managers of any body corporate or unincorporated, or otherwise in favor of any fluctuating body of persons, whether nominated directly or indirectly by the Directors, and any such power of attorney may contain such powers for the protection or convenience of persons dealing with such attorney as the Directors may think fit. 111. Any such delegate or attorney as aforesaid may be authorized by Directors to sub-delegate all or any of the powers, authorities or discretions for the time being vested in him. 112. All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments in which the Company is in any way concerned or interested and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine. 113. The Company may exercise the powers conferred upon the Company by Section 164 of the Act with regard to the keeping of a Branch Register, and the Directors may (subject to the provisions of that Section) make and vary such regulations as they may think fit respecting the keeping of any such Register. 114. The office of a Director shall be vacated:- a) If a receiving order is made against him or he makes any arrangements or composition with his creditors. b) If he becomes of unsound mind. c) If he absents himself from the meetings of the Directors during a continuous period of three months without special leave of absence from the Board of Directors and they pass a resolution that he has by reason of such absence vacated office. [CHOP APPEARS HERE] - 35 - d) If by the notice in writing to the Company he resigns his office. e) If he is prohibited from being a Director by an order made under Sections 125 or 130 of the Act. f) If he is removed from office pursuant to a resolution passed under the provisions of Article 97. g) If he be requested in writing by a majority of the other Directors for the time being to vacate office. h) If he ceases to be a Director by virtue of Section 124 of the Act. POWER TO APPOINT ALTERNATE DIRECTORS 115. A Director may with the approval of the other Directors appoint any person to be an alternate Director and such appointment shall have effect and such appointee whilst he holds office as an alternate Director shall be entitled to notice of meetings of Directors and to attend and vote thereat accordingly but he shall not be entitled to ordinary remunerations which shall continue to be payable to his appointor as if no such appointment had been made. As alternate Director he shall ipso facto vacate office if and when the appointor vacates office as a Director or removes the appointee from office and any appointment under this clause shall be effected by notice in writing under the hand of the Director making the same. PROCEEDINGS OF DIRECTORS 116. The Directors or any Committee of Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit and determine the quorum necessary for the transaction of business. Unless otherwise determined two shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. 117. A Director may, and on the request of a Director the Secretary shall, at any time summon a meeting of the Directors by notice served upon the several Members of the Board. [CHOP APPEARS HERE] - 36 - 118. The Directors or any Committee of the Directors may from time to time elect a Chairman who shall preside at their meetings, but if no such Chairman be elected or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the same a substitute for that meeting shall be appointed by such meeting from among the Directors present. 119. The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the minimum number fixed by or pursuant to these Articles, the continuing Directors or Director may act for the purpose of appointing sufficient Directors to bring the Board up to that number or of summoning a General Meeting of the Company notwithstanding that there shall not be a quorum, but no other purpose. 120. All acts bona fide done by any meeting of Directors or by Committee of Directors or by any person acting as a director shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. 121. A resolution in writing signed by all of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors or of a Committee of the Directors. Any such resolution may be contained in a single document or may consist of several documents all in like form. 122. The Directors shall cause proper minutes to be made in books to be provided for the purpose of all appointments of offices made by the Directors, of the proceedings of all meetings of Directors and Committees of Directors and of the attendances thereat and of the proceedings of all meetings of the Company and all business transacted, resolutions passed and orders made at such meetings and any such minute of any meeting, if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting of the Company or Directors of Committee as the case may be, shall be sufficient evidence without any further proof of the facts therein stated. 123. Subject to the Act any resolution passed by the Directors notice whereof shall be given to the members in the manner in which notices are herein directed to be given and [CHOP APPEARS HERE] - 37 - which shall within one month after it shall have been so passed be ratified and confirmed in writing by members entitled to three-fourths of the votes shall be as valid and effectual as a resolution of a General Meeting but this clause shall not apply to a resolution for winding up the Company or to a resolution passed in respect of any matter which by the Act or these presents ought to be dealt with by a special or extraordinary resolution. 124. Notice of every Directors' meeting shall be sent to each Director and/or alternate Director. DIVIDENDS AND RESERVE 125. Subject to any rights or privileges for the time being attached to any shares in the capital of the Company having preferential, deferred or other special rights in regard to dividends, the profits of the Company which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the amounts paid up thereon respectively otherwise than in advance of calls. 126. The Directors may before recommending any dividend set aside out of the profits of the Company such sums as they think proper as a reserve fund which shall at the discretion of the Directors be applicable for meeting contingencies, for the gradual liquidation of any debt or liability of the Company or for repairing or maintaining any works connected with the business of the Company or shall be as to the whole or in part applicable for special dividends or for equalizing dividends or for distribution by way of special dividend or bonus on such terms and in such manner as the Directors shall from time to time determine and the Directors may divide the reserve fund into separate funds for special purposes and may invest the sums from time to time carried to the credit of such fund or funds upon such securities (other than the share of the Company) as they may select. 127. The Directors may, with the sanction of a General Meeting, from time to time declare dividends, but no such dividend shall (except as by the Statutes expressly authorized) be payable otherwise than out of the profits of the Company. [CHOP APPEARS HERE] - 38 - No higher dividend shall be paid than is recommended by the Directors and a declaration by the Directors as to the amount of the profits at any time available for dividends shall be conclusive. The Directors may, if they think fit, and if in their opinion the position of the Company justifies such payment, without any such sanction as aforesaid, from time to time declare and pay an interim dividend, or pay any preferential dividends on shares issued upon the terms that the preferential dividends thereon shall be payable on fixed dates. 128. With the sanction of a General Meeting, dividends may be paid wholly or in part in specie, and may be satisfied in whole or in part by the distribution amongst the members in accordance with their rights of fully paid shares, stock or debentures of any other Company, or of any other property suitable for distribution as aforesaid. The Directors shall have full liberty to make all such valuations, adjustments and arrangements, and to issue all such certificates or documents of title as may in their opinion be necessary or expedient with a view to facilitating the equitable distribution amongst the members of the dividends or portions dividends to be satisfied or to give them the benefit of their proper shares and interests in the property, and no valuation adjustment or arrangement so made shall be questioned by member. CAPITALISATION OF PROFITS AND RESERVES 129. (1) The Company in General Meeting may, upon the recommendation of the Directors, resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of the Company's reserve funds or to the credit of the profit and loss account or otherwise available for distribution; and accordingly that such sum be set free for the distribution amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such Members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such Members or their nominees in the proportion aforesaid or partly in the one way and partly in the other and the Directors shall give effect to such resolution. [CHOP APPEARS HERE] - 39 - Provided that a capital redemption reserve fund may, for the purpose of this Article, only be applied in paying up of unissued shares to be issued to Members as fully paid bonus shares. (2) Whenever such resolutions as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the amounts resolved to be capitalized thereby and all allotments and issues of fully paid shares or debentures if any and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision for the satisfaction of the right of any Member under such resolution to a fractional part of a share by the issue of fractional certificates or by payment in cash or otherwise as they think fit and also to authorize any person to enter on behalf of the Members entitled thereto or their nominees into an agreement with the Company providing for the allotment to them respectively credited as fully paid up of any further shares to which they may be entitled upon such capitalization; and any agreement made under such authority shall be effective and binding on all such members and their nominees. 130. The Directors may deduct from any dividend or other moneys payable in respect of any share held by a member, either alone or jointly or jointly with any other member, all such sums of money (if nay) as may be due and payable by him either alone or jointly with any other person to the Company on account of calls or otherwise. 131. A transfer of a share shall not pass the right to any dividend declared in respect thereof before the transfer has been registered. 132. Any dividend, installment of dividend or interest in respect of any share may be paid by cheque or warrant payable to the order of the member entitled thereto, or (in the case of joint holders) of that member whose name stands first on the register in respect of the joint holding. Every such cheque or warrant shall (unless other-wise directed) be sent by post to the last registered address of the member entitled thereto, and the receipt of the person whose name appears on the register of members as the owner of any share, or in the case of joint holders, of any one of such holders, or of his or their agent duly appointed in writing, shall be a good discharge to the Company for all dividends or other payments made in respect of such share. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby. [CHOP APPEARS HERE] - 40 - 133. No unpaid dividend or interest shall bear interest as against the Company. ACCOUNTS 134. The Directors shall cause proper books of account to be kept with respect to:- (a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure take place; (b) all sales and purchases of goods by the Company; and (c) the assets and liabilities of the Company. Such books of account give a true and fair view of the state of the Company's affairs and explain its transactions. 135. The books of account shall be kept at the Office, or, subject to Section 167 of the Act, at such other place or places as the Directors think fit and shall always be open to the inspection of the Directors. 136. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorized by the Directors or by a resolution of the Company in General Meeting. 137. The Directors shall from time to time in accordance with Section 169 of the Act cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets and reports as are referred to in that Section. 138. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting together with a copy of the Auditor's report shall not less than twenty-one days before the date of the meeting be delivered or sent by post to every Member of and every holder of debentures of the Company. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures. [CHOP APPEARS HERE] - 41 - AUDIT 139. Auditors shall be appointed and their duties regulated in accordance with Section 8, 9, 172 and 174 of the Act. NOTICES 140. A notice or other document may be served by the Company upon any member, either personally, or by sending it through the post in a prepaid letter, envelope or wrapper, or by cable, addressed to such member at his address as appearing in the Register. 141. All notices directed to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register, and notice so given shall be sufficient notice to all the holders of such share. 142. Any Member described in the Register of Members by an address not within Malaysia who shall from time to time give the Company an address within Malaysia at which notices may be served upon him shall be entitled to have served upon him at such address any notice to which he would be entitled under these Articles but, save as aforesaid, no Member other than a Member described in the Register of Members by an address within Malaysia shall be entitled to receive any notice from the Company. 143. Subject to the provisions of Article 123 any document other than a notice requiring to be served on a member may be served in like manner as a notice may be given to him under these Articles. 144. Any document other than a notice requiring to be served on a Member, may be served in like manner as a notice may be given to him under these Articles. Subject to the provisions of Article 13 the signature to any such notice or document may be written or printed. 145. Any summons, notice, order or other document required to be sent to or served upon the Company, or upon any officer of the Company may be sent or served by leaving the same or sending it through the post in a prepaid letter, envelope or wrapper or by cable, addressed to the Company or to such officer at the Office. 146. Any notice or other document shall be deemed to have been served, if served by post, on the fourth day after dispatch and, if served by cable, twenty-four hours after dispatch, and in proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice or document was properly addressed and put into the post as a prepaid letter or cable. [CHOP APPEARS HERE] - 42 - 147. Every person who, by operation of law, transfer or any other means whatsoever, shall become entitled to any share shall be bound by every notice in respect of such share which previously to his name and address being entered on the Register shall be duly given to the person from who he derives his title to such share. 148. Any notice or document served upon or sent to, or left at the registered address of, any member in pursuance of these Articles, shall, notwithstanding that such member be then deceased or bankrupt, and whether or not the Company has notice of his deceased or bankruptcy be deemed to have been duly served in respect of any share held by such member, whether held solely or jointly with other persons, until some other person be registered in his stead as the holder or joint holder of such share, and such service shall, for all purposes of these Articles, be deemed a sufficient service of such notice or document on his executors, administrators or assigns, and all persons (if any) jointly interested with him in such share. WINDING UP 149. If the Company shall be wound up, subject to due provision being made satisfying the claims of any holders of shares having attached thereto any special rights in regard to the repayment of capital, the surplus assets shall be applied in repayment of the capital paid up or credited as paid up on the Ordinary Shares at the commencement of the winding up. 150. If the Company shall be wound up, the Liquidators may, with the sanction of an extraordinary resolution, divide among the members in specie any part of the asset of the Company and any such division may be otherwise than in accordance with the existing rights of the Members, but so that if any division is resolved on otherwise than in accordance with such rights, the Members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to Section 270 of the Act. A special resolution sanctioning a transfer or sale to another Company duly passed pursuant t the said section may in like manner authorize the distribution of any shares or other consideration receivable by the Liquidators amongst the Members otherwise than in accordance with their existing rights; and any such determination shall be binding upon all the Members subject to the right of dissent and consequential rights conferred by the said Section. [CHOP APPEARS HERE] - 43 - 151. In the event of a winding up of the Company every member of the Company who is not for the time being in Malaysia shall be bound, within fourteen days after the passing of an effective Resolution to wind up the Company voluntarily, or within the like period after the making of an order for the winding up of the Company, to serve notice in writing on the Company appointing some householder in Malaysia upon whom all summonses, notices, processes, orders and judgments in relation to or under the winding up of the Company may be served, and in default of such nomination the Liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and service upon any such appointee shall be deemed to be a good personal service on such member for all purposes, and where the Liquidator makes any such appointment he shall, with all convenient speed, give notice thereof to such member by advertisement in "The Straits Times" or by a registered letter sent through the post and addressed to such member at his address as appearing in the Register, and such notice shall be deemed to be served on the day following that on which the advertisement appears or the letter is posted. INDEMNITY 152. Every Director, Managing Director, Agent, Auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 354 of the Act in which relief is granted to him by the Court. [CHOP APPEARS HERE] - 44 - - -------------------------------------------------------------------------------- Names, Addresses and Descriptions of Subscribers - -------------------------------------------------------------------------------- RONALD KHOO TENG SWEE /s/ RONALD KHOO TENG SWEE 6 Jalan Delima, Kuala Lumpur Advocate & Solicitor (I.C. No: 1863474) TRAVIS AUSTIN PURTLE /s/ TRAVIS AUSTIN PURTLE "Sri Adilida", Lot 1668, Mukim Ulu Klang Kuala Lumpur Company Executive (I.C. No: 9528928) - -------------------------------------------------------------------------------- Dated this 19th day of June, 1980 Witness to the above signatures:- /s/ JOHARI RAZAK JOHARI RAZAK Advocate & Solicitor No. 2, Benteng Kuala Lumpur [NOTE APPEARS HERE] - 45 - EX-3.10 7 u92498exv3w10.txt EX-3.10 CERTIFICATE AND ARTICLES OF INCORPORATION AND BY LAW NO.1 OF STATS CHIPPAC(BARBADOS) LTD. 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. - -------------------------------------------------------------------------------- Date: Signature: Title: 30(th) July 2004 /s/ Trevor A. Carmichael Director Trevor A. Carmichael - -------------------------------------------------------------------------------- Date: Signature: Title: - -------------------------------------------------------------------------------- Date: Signature: Title: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [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 - -------------------------------------------------------------------------------- Name of Company Company No: 16701 CHIPPAC (BARBADOS) LTD. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 4. Number (or minimum and maximum number) of Directors There shall be a minimum of 1 and a maximum of 10 Directors. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 6. Other provisions if any None - -------------------------------------------------------------------------------- 7. Incorporators Date March 15, 1999 - --------------------------------------------------------------------------------

Names Address Signature - -------------------------------------------------------------------------------- Gail Marshall Kingsland Crescent, Christ /s/ Gail Marshall - -------------------------------------------------------------------------------- Church, Barbados - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------

For Ministry use only - -------------------------------------------------------------------------------- Company No. 16701 Filed 1999-03-15 - -------------------------------------------------------------------------------- [LOGO APPEARS HERE] FORM 6 COMPANY NO. 16701 COMPANIES ACT OF BARBADOS CERTIFICATE OF AMENDMENT STATS CHIPPAC (BARBADOS) LTD - -------------------------------------------------------------------------------- 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 --------------------------- Registrar August 10(th), 2004 --------------------------- 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] - ---------------------------------- ---------------------------------- [CHOP APPEARS HERE] EX-3.11 8 u92498exv3w11.txt EX-3.11 ARTICLES OF INCORPORATION OF STATS CHIPPAC KOREA LIMITED 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. -2- 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. -3- 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. -4- 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 -5- 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; -6- (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. -7- 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. -8- 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 -9- (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. -10- 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. EX-5.1 9 u92498exv5w1.txt EX-5.1 OPINION OF KIRKLAND & ELLIS LLP Exhibit 5.1 [KIRKLAND & ELLIS LLP LETTERHEAD] March 18, 2005 STATS ChipPAC Ltd. STATS ChipPAC, Inc. STATS ChipPAC Test Services, Inc. STATS Holdings Limited ChipPAC International Company Limited STATS ChipPAC (Barbados) Ltd. ChipPAC Luxembourg S.a.R.L. ChipPAC Liquidity Management Hungary Limited Liability Company STATS ChipPAC (BVI) Limited STATS ChipPAC Malaysia Sdn. Bhd. STATS ChipPAC Korea Ltd. c/o STATS ChipPAC Ltd. 10 Ang Mo Kio Street 65 #05-17/20 Techpoint Singapore 569059 Re: Registration Statement on Form F-4 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special legal counsel to STATS ChipPAC Ltd., a Singapore public company limited by shares (the "Issuer"), STATS ChipPAC Test Services, Inc., a Delaware corporation, STATS ChipPAC, Inc., a Delaware corporation, (collectively, the "U.S. Registrants"), STATS Holdings Limited, a British Virgin Islands corporation, ChipPAC International Company Limited, a British Virgin Islands corporation, STATS ChipPAC (Barbados) Ltd., a corporation organized under the laws of Barbados, ChipPAC Luxembourg S.a.R.L., a company organized under the laws of Luxembourg, ChipPAC Liquidity Management Hungary Limited Liability Company, a company organized under the laws of Hungary, STATS ChipPAC (BVI) Limited, a British Virgin Islands corporation, STATS ChipPAC Malaysia Sdn. Bhd., a company organized under the laws of Malaysia, STATS ChipPAC Korea Ltd., a company organized under the laws of the Republic of Korea (collectively, with the U.S. Registrants, the "Guarantors" and, together with the Issuer, the [KIRKLAND & ELLIS LLP LETTERHEAD] March 18, 2005 Page 2 "Registrants") in connection with the proposed registration by the Issuer of up to $215,000,000 in aggregate principal amount of the Issuer's 6 3/4% Senior Notes Due 2011 (the "Exchange Notes"), pursuant to a Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the "Commission") on or about March 22, 2005 under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the "Guarantees"). The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), dated as of November 18, 2004, by and among the Registrants and U.S. National Bank Association, as Trustee. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) Certificate of Incorporation of STATS ChipPAC, Inc., as amended, (ii) Bylaws of STATS ChipPAC, Inc., (iii) minutes, dated as of November 18, 2004, of the Board of Directors of STATS ChipPAC, Inc. with respect to the issuance of the Exchange Notes and the Guarantees, (iv) Certificate of Incorporation of STATS ChipPAC Test Services, Inc., as amended, (v) Bylaws of STATS ChipPAC Test Services, Inc., (vi) minutes, dated as of November 18, 2004, of the Board of Directors of STATS ChipPAC Test Services, Inc. with respect to the issuance of the Exchange Notes and the Guarantees, (vii) the Registration Statement and (viii) the Registration Rights Agreement, dated as of November 18, 2004, by and among the Registrants, Deutsche Bank AG, Singapore Branch and Lehman Brothers International (Europe). For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the U.S. Registrants and the due authorization, execution and delivery of all documents, including the Exchange Notes, the Indenture and Guarantees, by the parties thereto other than the U.S. Registrants. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others. Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity [KIRKLAND & ELLIS LLP LETTERHEAD] March 18, 2005 Page 3 (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies and (iv) any laws except the internal laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. Based upon and subject to the assumptions, qualifications, exclusions and other limitations contained in this letter, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered, the Exchange Notes and the Guarantees will be validly issued and will be legal and binding obligations of the Registrants. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or the General Corporation Law of the State of Delaware or the federal law of the United States be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Sincerely, /s/ Kirkland & Ellis LLP Kirkland & Ellis LLP EX-5.2 10 u92498exv5w2.txt EX-5.2 OPINION OF ALLEN & GLEDHILL Exhibit 5.2 [On the letterhead of Allen & Gledhill] 22 March 2005 STATS ChipPAC Ltd. 10 Ang Mo Kio Street 65 #05-17/20 Techpoint Singapore 569059 Dear Sirs REGISTRATION STATEMENT ON FORM F-4 OF STATS CHIPPAC LTD. 1. We have acted as special legal counsel in the Republic of Singapore ("SINGAPORE") to STATS ChipPAC Ltd. (the "COMPANY") in connection with the authorisation, issue and sale by the Company of US$215,000,000 6.75% Senior Notes due 2011 (the "NOTES"), pursuant to an exchange offer (the "EXCHANGE OFFER") as described in the Registration Statement on Form F-4 (the 1933, "REGISTRATION STATEMENT") dated 22 March 2005 under the Securities Act of as amended (the "SECURITIES ACT"). 2. For the purpose of rendering this opinion, we have examined (i) the documents listed and, where appropriate, defined in the Schedule to this opinion and (ii) such other documents as we have considered necessary to examine in order that we may render this opinion. 3. We have assumed: (i) that the Indenture (as defined in the Schedule to this opinion) is within the capacity and powers of, and has been validly authorised by, each party thereto (other than the Company) and has been validly executed and delivered by and on behalf of each party thereto and that the Notes will be validly executed, issued and delivered by or on behalf of each party thereto; (ii) the genuineness of all signatures on all documents, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the completeness, and the conformity to original documents, of all copies submitted to us and the authenticity of the originals of such latter documents; (iii) that the copies of the Memorandum and Articles of Association, the Certificate of Incorporation of Private Company, the Certificate of Incorporation on Change of Name, the Certificate of Incorporation on Conversion to a Public Company and the Certificate Confirming Incorporation under the New Name of the Company submitted to us for examination are true, complete and up-to-date copies; (iv) that the copy of the Board Resolutions (as defined in the Schedule to this opinion) submitted to us for examination are true, complete and up-to-date copies and that the Board Resolutions have not been rescinded or modified and they remain in full force and effect and that no other resolution or other action has been taken which could affect the validity of the Board Resolutions; (v) that the information disclosed by the search made on 17 March 2005 (the "ACRA SEARCH") at the Accounting and Corporate Regulatory Authority in Singapore (the "ACRA") against the Company is true and complete and that such information has not since then been materially altered and that such search did not fail to disclose any material information which has been delivered for filing but did not appear on the public file at the time of the search; (vi) that the information disclosed by the searches made on 17 March 2005 (the "COURT SEARCHES") of the Cause Book kept at the Supreme Court of Singapore for the years of 2003, 2004 and 2005 against the Company is true and complete and that such information has not since then been materially altered and that such searches did not fail to disclose any material information which has been delivered for filing but was not disclosed at the time of the searches; (vii) that the Indenture constitutes, and the Notes, when duly issued upon consummation of the Exchange Offer, will constitute legal, valid, binding and enforceable obligations of the parties thereto for all purposes under the laws of all jurisdictions other than Singapore; (viii) that there are no provisions of the laws of any jurisdiction (other than Singapore) which may be contravened by the execution or delivery of the Indenture or the offering, issue, sale and delivery of the Notes and that, insofar as any obligation expressed to be incurred or performed under the Indenture or the Notes falls to be performed in or is otherwise subject to the laws of any jurisdiction (other than Singapore), its performance will not be illegal by virtue of the laws of that jurisdiction; (ix) that all consents, approvals, authorisations, licences, exemptions or orders required from any governmental body or agency outside Singapore and all other requirements outside Singapore for the legality, validity and enforceability of the Indenture and the Notes have been duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied; (x) that (a) none of the parties to the Indenture or the Notes nor any of their respective officers or employees has notice of any matter which would adversely affect the validity or regularity of the Board Resolutions and (b) the Board Resolutions have not been rescinded or modified and remain in full force and effect and that no other resolution or other action has been taken which may affect the validity of the Board Resolutions; (xi) that all forms, returns, documents, instruments, exemptions or orders required to be lodged, filed, notified, advertised, recorded, registered or renewed with any governmental body or agency outside Singapore, at any time prior to, on or subsequent to issue of the Notes, for the legality, validity and enforceability of the Indenture and the Notes and the offering, issue, sale and delivery of the Notes, have been or will be duly lodged, filed, notified, advertised, recorded, registered or renewed and that any conditions in relation to such lodgement, filing, notification, advertisement, recording, registration or renewal have been satisfied; (xii) that approval for the listing of the Notes on the SGX-ST will be granted by the SGX-ST; and (xiii) that the Notes will be duly issued and duly delivered upon consummation of the Exchange Offer against receipt of the old notes (as referred to in the Registration Statement) surrendered in exchange therefore as contemplated by the Registration Statement. 4. The ACRA Search and the Court Searches revealed no order or resolution for the winding-up of the Company and no notice of appointment of a receiver or judicial manager for the Company. It should be noted that such searches are not capable of revealing whether or not a winding-up petition has been presented. Notice of a winding-up order made or resolution passed or a receiver or judicial manager appointed may not be filed at the ACRA immediately. 5. Based upon and subject to the foregoing, and subject to the qualifications set forth below and any matters not disclosed to us, we are of the opinion that: (i) the Company is a company duly incorporated and validly existing under Singapore law; (ii) the Company has the corporate power under Singapore law to execute and deliver the Indenture and the Notes and to perform its obligations thereunder; (iii) subject to any matters not disclosed to us, the Company has taken all necessary corporate action required under Singapore law to authorise the entry into, execution and delivery of the Indenture and, assuming due authorisation, execution and delivery thereof by the Trustee (as defined in the Indenture), the Indenture constitutes valid, legally binding and enforceable obligations of the Company under Singapore law; and (iv) the Notes have been duly authorised by the Company for issuance in the Exchange Offer, and when executed, authenticated, issued and delivered in the manner provided for in the Indenture, the Notes will constitute valid, legally binding and enforceable obligations of the Company under Singapore law. 6. This opinion relates only to the laws of general application of Singapore as at the date hereof and as currently applied by the Singapore courts, and is given on the basis that it will be governed by and construed in accordance with Singapore law. We have made no investigation of, and do not express or imply any views on, the laws of any country other than Singapore. In respect of the Indenture, the Notes and the Registration Statement, we have assumed due compliance with all matters concerning United States federal and New York laws and the laws of all other relevant jurisdictions other than Singapore. 7. The qualifications to which this opinion is subject are as follows: (i) the term "ENFORCEABLE" as used above means that the obligations assumed or to be assumed by the Company under the Indenture and the Notes are of a type which the Singapore courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms; (ii) enforcement of the obligations of the Company under the Indenture and the Notes may be affected by prescription or lapse of time, bankruptcy, insolvency, liquidation, reorganisation, reconstruction or similar laws generally affecting creditors' rights; (iii) the power of the Singapore courts to grant equitable remedies such as injunction and specific performance is discretionary and accordingly a Singapore court may make an award of damages where an equitable remedy is sought; (iv) where under the Indenture or the Notes, any person is vested with a discretion or may determine a matter in its opinion, Singapore law may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds; (v) by virtue of the Limitation Act, Chapter 163 of Singapore, failure to exercise a right of action for more than six years will operate as a bar to the exercise of such right and failure to exercise such a right for a lesser period may result in such right being waived; (vi) a Singapore court may stay proceedings if concurrent proceedings are brought elsewhere; (vii) where obligations are to be performed in a jurisdiction outside Singapore, they may not be enforceable in Singapore to the extent that performance would be illegal or contrary to public policy under the laws of that jurisdiction; (viii) provisions in the Indenture or the Notes as to severability may not be binding under Singapore law and the question of whether or not provisions which are illegal, invalid or unenforceable may be severed from other provisions in order to save such other provisions depends on the nature of the illegality, invalidity or unenforceability in question and would be determined by a Singapore court at its discretion; (ix) a Singapore court may refuse to give effect to clauses in the Indenture or the Notes in respect of the costs of unsuccessful litigation brought before a Singapore court or where the court has itself made an order for costs; (x) we express no opinion on the legality or enforceability of the performance by the Company of its obligations of indemnification or contribution set forth in the Indenture; (xi) provisions in the Indenture or the Notes relating to any additional sum imposed on the Company where it has defaulted in the performance of any of its obligations may not be enforceable in a Singapore court if they are construed as a penalty; (xii) any term of an agreement may be amended orally by all the parties notwithstanding provisions to the contrary in the Indenture or the Notes; (xiii) this opinion is given on the basis that there has been no amendment to or termination or replacement of the documents, authorisations and approvals referred to in paragraph 2 of this opinion and on the basis of Singapore law in force as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in Singapore law after the date of this opinion; (xiv) under general principles of Singapore law, except as may be provided for under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, a person who is not a contracting party to an agreement is not entitled to the benefits of the agreement and may not enforce the agreement; and (xv) we express no opinion on the irrevocability of the appointment of an agent to accept service of process. 8. As the primary purpose of our professional engagement was not to establish or confirm factual matters or financial, accounting or statistical matters and because of the wholly or partially non-legal character of many of the statements contained in the Registration Statement, we express no opinion or belief on and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Registration Statement and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements. Without limiting the foregoing, we express no belief and assume no responsibility for, and have not independently verified the accuracy, completeness or fairness of the financial statements and schedules and other financial and statistical data included or incorporated in the Registration Statement, and we have not examined the accounting, financial or statistical records from which such financial statements, schedules and data are derived. 9. We consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission. Yours faithfully /s/ Allen & Gledhill SCHEDULE 1. An executed copy of the Indenture (the "INDENTURE") dated 18 November 2004 made between the Company and U.S. Bank, National Association, as trustee (the "TRUSTEE"). 2. A copy of the Registration Statement. 3. The form of the Notes (as set out in Exhibit A of the Indenture). 4. Certified true copies of the Memorandum and Articles of Association of the Company, its Certificate of Incorporation of Private Company, its Certificate of Incorporation on Change of Name, its Certificate of Incorporation on Conversion to a Public Company and its Certificate Confirming Incorporation under the New Name of the Company. 5. Certified true extract of the resolutions in writing of the directors of the Company dated 2 September 2004 and 27 October 2004 (the "BOARD RESOLUTIONS"). EX-5.3 11 u92498exv5w3.txt EX-5.3 OPINION OF HARNEY WESTWOOD & RIEGELS Exhibit 5.3 [HARNEY WESTWOOD & RIEGELS LETTERHEAD] 22 March 2005 STATS ChipPAC Ltd. STATS ChipPAC, Inc. STATS ChipPAC Test Services, Inc. STATS Holdings Limited ChipPAC International Company Limited STATS ChipPAC (Barbados) Ltd. ChipPAC Luxembourg S.a.R.L. ChipPAC Liquidity Management Hungary Limited Liability Company STATS ChipPAC (BVI) Limited STATS ChipPAC Malaysia Sdn. Bhd. STATS ChipPAC Korea Ltd. all c/o STATS ChipPAC Ltd. 10 Ang Mo Kio Street 65 #05-17/20 Techpoint Singapore 569059 Dear Sirs, STATS HOLDINGS LIMITED ("HOLDINGS") STATS CHIPPAC (BVI) LIMITED ("SCL") CHIPPAC INTERNATIONAL COMPANY LIMITED ("CICL") (TOGETHER, THE "BVI GUARANTORS") 1. We are lawyers qualified to practise in the British Virgin Islands and have been asked to advise in connection with: (a) an indenture dated 18 November 2004 (the "INDENTURE") entered into between (1) STATS ChipPAC Ltd. as issuer and (2) U.S. Bank National Association as trustee (the "TRUSTEE"), expressed to be governed by the laws of the State of New York, and which provides for the issuance by the Issuer of 6 3/4% senior notes due 15 November 2011 in A list of partners is available for inspection at our office. BVI Legal Opinion an aggregate principal amount of US$215,000,000 (the "EXISTING NOTES"), and where such Existing Notes are to be issued in the relevant forms specified therein; (b) a subsidiary guarantee agreement dated 18 November 2004 (the "ORIGINAL GUARANTEE") entered into between the Issuer, certain subsidiaries of the Issuer, including each of the BVI Guarantors, as guarantors (the "GUARANTORS"), and the Trustee with respect to the Existing Notes, and including the notation wording in respect of the guarantee therein stipulated which is to be endorsed upon each of the Existing Notes; (c) a draft form of prospectus sent to us on 22 March 2005 (the "PROSPECTUS") prepared by the Issuer and the Guarantors and which sets forth information concerning the Issuer and the Guarantors and an offer to the holders of any Existing Notes to exchange the Existing Notes for new 6 3/4% senior notes due 15 November 2011 in an aggregate principal amount of US$215,000,000 (the "EXCHANGE NOTES") and where the form and terms of the Exchange Notes will be identical in all material respects to the form and terms of the Existing Notes, and will similarly be governed by the terms of the Indenture, except that the Exchange Notes will be registered under the Securities Act 1933 of the United States of America (the "SECURITIES ACT"); (d) a Form F-4 registration statement under the Securities Act (the "REGISTRATION STATEMENT") with respect to the offer to exchange the Existing Notes for the Exchange Notes (the "EXCHANGE OFFER") which we understand is to be dated 22 March 2005 and then filed in accordance with the Securities Act in the names of the Issuer and also in the names of each of the BVI Guarantors and the other Guarantors; and (e) a proposed form of exchange note subsidiary guarantee (the "EXCHANGE NOTE SUBSIDIARY GUARANTEE") to be entered into between the Issuer, the BVI Guarantors and the other Guarantors and the Trustee with respect to the Exchange Notes upon the consummation of the Exchange Offer as set forth in the Registration Statement, and including the notation wording in respect of the guarantee therein provided which is to be endorsed upon each of the Exchange Notes. The Original Guarantee and the Exchange Note Subsidiary Guarantee are in this opinion together referred to as the "DOCUMENTS". 2. For the purpose of this opinion, we have examined the following documents: (a) electronic copies of each of the Indenture and the Original Guarantee, both as executed by all of the parties thereto; (b) an electronic copy of the proposed final version of the Registration Statement; (c) an electronic copy of the Prospectus; (d) an electronic copy of the agreed form of the Exchange Note Subsidiary Guarantee; 2 BVI Legal Opinion (e) (i) copies of the respective Memoranda and Articles of Association and Certificates of Incorporation of each of the BVI Guarantors obtained from the British Virgin Islands Registry of Corporate Affairs on 16 November 2004; (ii) (A) an electronic copy of the unanimous written resolutions of the directors of Holdings dated 18 November 2004 approving the entry into by Holdings, and authorising the execution by Holdings, of the Original Guarantee, the Registration Statement and the Exchange Note Subsidiary Guarantee, and approving and authorising the publication of the Prospectus; (B) an electronic copy of the unanimous written resolutions of the directors of SCL dated 18 November 2004 approving the entry into by SCL, and authorising the execution by SCL, of the Original Guarantee, the Registration Statement and the Exchange Note Subsidiary Guarantee, and approving and authorising the publication of the Prospectus; (C) an electronic copy of the unanimous written resolutions of the directors of CICL dated 18 November 2004 approving the entry into by CICL, and authorising the execution by CICL, of the Original Guarantee, the Registration Statement and the Exchange Note Subsidiary Guarantee, and approving and authorising the publication of the Prospectus; (items 2(f)(ii)(A), (B) and (C) are together hereinafter referred to as the "DIRECTORS' RESOLUTIONS"); (iii) (A) original registered agents' certificates dated 16 November 2004 and 16 March 2005 identifying the directors and sole shareholder of Holdings, issued by Offshore Incorporations Limited, Holdings's registered agent; (B) original registered agents' certificates dated 16 November 2004 and 16 March 2005 identifying the directors, officers and sole shareholder of SCL, issued by HWR Services Limited, SCL's registered agent; (C) original registered agents' certificates dated 16 November 2004 and 16 March 2005 identifying the directors, officers and sole shareholder of CICL, issued by HWR Services Limited, CICL's registered agent; (items 2(e)(iii)(A), (B) and (C) are together hereinafter referred to as the "REGISTERED AGENT'S CERTIFICATES"); (iv) the public records of each of the BVI Guarantors on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands on 16 March 2005; and (v) the records of proceedings on file with and available for inspection at the High Court of Justice, British Virgin Islands on 16 March 2005. 3 BVI Legal Opinion 3. For the purposes of this opinion we have assumed without further enquiry: (a) the authenticity of all documents submitted to us as originals, the conformity with the originals thereof of all documents submitted to us as copies or drafts, and the authenticity of such originals; (b) the genuineness of all signatures and seals; (c) the accuracy and completeness (i) of all information revealed by the Registered Agent's Certificates and our searches of the British Virgin Islands Registry of Corporate Affairs and the British Virgin Islands High Court Registry referred to at paragraphs 2(e)(iv) and (v), respectively, (and, in particular, that our searches of the British Virgin Islands Registry of Corporate Affairs did not fail to disclose any information which had been delivered for filing, but which did not appear on the respective files for the BVI Guarantors at the Registry as at the date of our searches) and (ii) of all corporate minutes, resolutions and other records which we have seen, and in all cases that no changes have occurred since our review thereof; (d) the accuracy of any and all representations of fact expressed in or implied by the documents we have examined; (e) that the Exchange Note Subsidiary Guarantee has been duly executed by each of the BVI Guarantors in the form of the agreed form of such document examined by us for the purposes of this opinion and dated as of the date of this opinion; (f) that the Documents and the Indenture constitute (or will constitute when executed and delivered) valid, legally binding and enforceable obligations of each of the BVI Guarantors under the laws of the State of New York by which laws each such document is expressed to be governed; (g) that no director of any of the BVI Guarantors has a financial interest in or other relationship to a party to the transactions contemplated by the Indenture, the Documents or the Prospectus, or if an interest does exist that shareholder approval or ratification will be obtained; and (h) that the Directors' Resolutions remain in full force and effect. 4. Based on the foregoing, and subject to the qualifications expressed below, our opinion is as follows: (a) Each of the BVI Guarantors is a company duly incorporated with limited liability under the International Business Companies Act (Cap 291) and is validly existing in good standing under the laws of the British Virgin Islands. Each of them is a separate legal entity and is subject to suit in its own name. (b) Each of the BVI Guarantors has full capacity to enter into and to perform its obligations under the Documents, and each of them has taken all necessary action to authorise its entry into of the Documents, and the filing of the Registration Statement in accordance 4 BVI Legal Opinion with the Securities Act, and the publication of the Prospectus, and the exercise of its rights and the performance of its obligations under the Documents. (c) The Original Guarantee has been duly executed for and on behalf of each of the BVI Guarantors. (d) The Original Guarantee and (after the same has been duly executed for and on behalf of each of the BVI Guarantors in accordance with the Directors' Resolutions) the Exchange Note Subsidiary Guarantee will be treated by the courts of the British Virgin Islands as the legally binding, valid and enforceable obligations of each of the BVI Guarantors. (e) No consents or authorisations of any government or official authorities of or in the British Virgin Islands are necessary for the entry into and performance by the BVI Guarantors of, and for the exercise of their respective rights pursuant to, the Documents, or for the filing of the Registration Statement in accordance with the Securities Act, or for the publication of the Prospectus. (f) The execution and delivery of the Documents by each of the BVI Guarantors and the performance of their respective obligations and the exercise of their respective rights thereunder, and the filing of the Registration Statement in accordance with the Securities Act, and the publication of the Prospectus, do not and will not conflict with: (i) any law of the British Virgin Islands; or (ii) the Memorandum and Articles of Association of the relevant BVI Guarantor. (g) No stamp duties or similar documentary taxes imposed by or in the British Virgin Islands are payable in respect of the Documents. (h) There is no applicable usury or interest limitation law in the British Virgin Islands which would restrict the recovery of payments or the performance by any of the BVI Guarantors of any of their respective obligations under the Documents. (i) None of the BVI Guarantors will be required by any laws of the British Virgin Islands to make any deduction or withholding from any payment that it may make under the Documents, and neither the execution nor the delivery by the BVI Guarantors of any of the Documents is subject to any tax imposed on the BVI Guarantors by the British Virgin Islands. (j) There are no government controls or exchange controls in relation to the observance by any of the BVI Guarantors of their respective obligations under the Documents. (k) Any monetary judgment in a court of the British Virgin Islands in respect of a claim brought in connection with the Documents is likely to be expressed in the currency in which such claim is made, since such courts have power to grant a monetary judgment expressed otherwise than in the currency of the British Virgin Islands, but they may not necessarily do so. 5 BVI Legal Opinion (l) Any final and conclusive monetary judgment for a definite sum obtained against any of the BVI Guarantors in any United States federal or New York state court sitting in The City of New York (each a "SPECIFIED COURT") in respect of the Documents would be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issues would be necessary provided that: (i) the relevant Specified Court had jurisdiction in the matter and the relevant BVI Guarantor either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (ii) the judgment given by the relevant Specified Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the relevant BVI Guarantor; (iii) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given or on the part of the relevant Specified Court; (iv) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and (v) the proceedings pursuant to which judgment was obtained were not contrary to natural justice. (m) None of the BVI Guarantors are entitled to immunity from suit or enforcement of a judgment on the ground of sovereignty or otherwise in the courts of the British Virgin Islands in respect of proceedings against them in relation to the Documents, and the execution of the Documents and the performance of their respective obligations thereunder constitute private and commercial acts. (n) Under the laws of the British Virgin Islands, the Trustee will not be deemed to be resident, domiciled or carrying on any commercial activity in the British Virgin Islands or subject to any tax in the British Virgin Islands by reason only of the execution and performance of the Original Guarantee and the Exchange Note Subsidiary Guarantee, nor is it necessary for the execution, performance and enforcement of any of the Documents that the Trustee be authorised or qualified to carry on business in the British Virgin Islands. (o) It is not necessary in order to ensure the legality, validity, enforceability or admissibility in evidence in proceedings of the obligations of any of the BVI Guarantors or the rights of the Trustee under the Documents that they or any of them or any other document be notarised, filed, registered or recorded in the British Virgin Islands. (p) The obligations of each of the BVI Guarantors under the Documents constitute direct obligations that rank at least pari passu with all of their respective other unsecured obligations. 6 BVI Legal Opinion (q) No court proceedings pending against any of the BVI Guarantors are indicated by our searches of the British Virgin Islands High Court Registry referred to at paragraph 2(e)(v). (r) On the basis of our searches of the British Virgin Islands Registry of Corporate Affairs and the British Virgin Islands High Court Registry referred to at paragraphs 2(e)(iv) and (v), respectively, no currently valid order or resolution for the winding up of any of the BVI Guarantors and no current notice of appointment of a receiver over any of the BVI Guarantors or any of their respective assets appears on the records maintained in respect of the BVI Guarantors at the Registry of Corporate Affairs, but it should be noted that, while a receiver is obliged to file notice of his appointment with the British Virgin Islands Registry of Corporate Affairs, failure to file such notice does not invalidate the receivership but merely gives rise to penalties on the part of the receiver. (s) Service of process in the British Virgin Islands on each of the BVI Guarantors may be effected by leaving at the registered office of the relevant BVI Guarantor the relevant document to be served. On the basis of our searches of the British Virgin Islands Registry of Corporate Affairs referred to at paragraph 2(e)(iv), the registered office of the Holdings is at Offshore Incorporations Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands and the registered office of each of SCL and CICL is at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. 5. This opinion is confined to and given on the basis of the laws of the British Virgin Islands as they are in force at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. 6. The opinions set out above are subject to the following qualifications: (a) Rights and obligations may be limited by bankruptcy, insolvency, liquidation, arrangement and other similar laws of the British Virgin Islands of general application affecting the rights of creditors. (b) Claims under the Documents may become barred under the laws relating to limitation of actions in the British Virgin Islands or may be or become subject to defences of set-off or counterclaim. (c) Equitable remedies such as injunctions and orders for specific performance are discretionary and will not normally be available where damages are considered an adequate remedy. (d) Where obligations are to be performed in a jurisdiction outside the British Virgin Islands they may not be enforceable under the laws of the British Virgin Islands to the extent that such performance would be contrary to public policy under the laws of that jurisdiction. (e) The courts in the British Virgin Islands will determine in their discretion whether or not an illegal or unenforceable provision may be severed. 7 BVI Legal Opinion (f) The courts of the British Virgin Islands may refuse to give effect to a provision in respect of the cost of unsuccessful litigation brought before those courts or where the courts themselves have made an order for costs. (g) The term enforceable means that a document is of a type and form enforced by the British Virgin Islands courts. It does not mean that each obligation will be enforced in accordance with its terms. Certain rights and obligations may be qualified by non-conclusivity of certificates, doctrines of good faith and fair conduct, the availability of equitable remedies and other matters but in our view this qualification would not defeat your legitimate expectations in any material respect. 7. This opinion is rendered for your benefit and the benefit of your legal counsel in connection with the transactions contemplated by the Documents only. It may not be disclosed to or relied on by any other party for any other purpose without our prior written consent in each case, but provided that we hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Yours faithfully HARNEY WESTWOOD & RIEGELS /s/ HARNEY WESTWOOD & RIEGELS 8 BVI Legal Opinion EX-5.4 12 u92498exv5w4.txt EX-5.4 OPINION OF CHANCERY CHAMBERS Exhibit 5.4 [CHANCERY CHAMBERS LETTERHEAD] March 22, 2005 Matter No: 990145 STATS ChipPac Ltd. STATS ChipPac, Inc. STATS ChipPac Test Services, Inc. STATS Holdings Limited ChipPAC International Company Limited ChipPAC Luxembourg S.a.R.L. ChipPAC Liquidity Management Hungary ChipPAC Limited Liability Company STATS ChipPAC (BVI) Limited STATS ChipPAC Malaysia Sdn. Bhd. STATS ChipPAC Korea Ltd. Dear Sirs, RE: STATS CHIPPAC (BARBADOS) LTD. (THE "COMPANY") - FILING OF REGISTRATION STATEMENT We have acted as Barbados legal counsel to the Company, a company incorporated under the laws of Barbados. We have been asked to provide this legal opinion with regard to the filing of a F-4 Registration Statement on March 22, 2005, in respect of the issuance of new 6.75% Notes issued in November 2004 pursuant to a registered exchange offer (the "Exchange Offering") and the Subsidiary Guarantee to be furnished by the Company in connection with such Exchange Notes (the "Exchange Note Subsidiary Guarantee"). For the purpose of giving this opinion, we have examined the following documents and such statutes, public and corporate records and certificates, and have considered such questions of law as we have considered relevant and necessary as the basis for the opinions hereinafter set out: (a) the Certificate and Articles of Incorporation of the Company; (b) the By-Laws of the Company; Page 2 STATS ChipPac Ltd. Matter No: 990145 RE: STATS ChipPac (Barbados) Ltd. (the "Company") -- Filing of Registration Statement (c) the written consent in lieu of a meeting of the Board of Directors on the 18(th) day of November, 2004 authorising the Company to execute and deliver the Subsidiary Guarantee Agreement, and the filing of the Registration Statements with the Commission under the Securities Act of 1933 and; (d) Certificate of Good Standing dated the 11th day of March, 2005; and (e) such other corporate records, authorisations and other documents of the Company as we have deemed necessary or advisable in connection with the opinions hereinafter expressed. In our examination of the documents referred to herein, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies or as reproductions (including facsimiles and electronic mail). We are licensed to practice law in Barbados and express no opinion as to any laws other than the laws of Barbados in force and as interpreted at the date hereof. Based on the foregoing examinations and assumptions, and upon such searches as we have conducted and having regard to the legal considerations which we deem relevant and subject to the qualifications set out herein, we are of the opinion that under the laws of Barbados: (a) The Company is a company duly incorporated, organised and validly existing under the laws of Barbados and is in good standing with the Registrar of Companies; (b) The Company has all the requisite corporate power and capacity to carry on business from Barbados as it is currently being conducted; (c) The Company has all requisite corporate power and authority to execute and deliver and perform its obligations under the Subsidiary Guarantee Agreement and to consummate the transactions contemplated thereby; (d) The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Note has been duly authorised for execution, delivery and performance by the Company in accordance with the terms of the Indenture and the Subsidiary Guarantee Agreement; (e) The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Note if and when issued upon consummation of the Exchange Offering as set forth in the Registration Statement, will be the legal, valid and binding obligation of the Company and be enforceable against the Company in accordance with its terms and entitled to the benefits of the Indenture and the Subsidiary Guarantee Agreement; and (f) The Subsidiary Guarantee Agreement has been duly authorised, executed and delivered by the Company by all necessary corporate action. Page 3 STATS ChipPac Ltd. Matter No: 990145 RE: STATS ChipPac (Barbados) Ltd. (the "Company") -- Filing of Registration Statement This opinion is given in respect of the laws of Barbados and solely for your benefit and may not be relied upon by any other person, or for any purpose other than the above referenced transactions, without our prior written consent. Notwithstanding the foregoing, we consent to the filing of this opinion as an exhibit to the Registration Statement. Yours truly, CHANCERY CHAMBERS /s/ Jacqueline R. Chacko Jacqueline R. Chacko EX-5.5 13 u92498exv5w5.txt EX-5.5 OPINION OF BONN SCHMITT STEICHEN Exhibit 5.5 [on the letterhead of Bonn Schmitt Steichen] STATS ChipPAC Ltd STATS ChipPAC, Inc. STATS ChipPAC Test Services, Inc. STATS Holdings Limited ChipPAC International Company Limited STATS ChipPAC (Barbados) Ltd. ChipPAC Luxembourg S.a.R.L. ChipPAC Liquidity Management Hungary Limited Liability Company STATS ChipPAC (BVI) Limited STATS ChipPAC Malaysia Sdn. Bhd. STATS ChipPAC Korea Ltd. c/o STATS ChipPAC Ltd. 10 Ang Mo Kio Street 65 #05-17/20 Techpoint Singapore 569059 Luxembourg, March 22, 2005 RE.: CHIPPAC LUXEMBOURG S.A R.L. Dear Sirs, 1. We have acted as legal advisers in the Grand-Duchy of Luxembourg in connection with the entry by ChipPAC Luxembourg S.a R.L., a societe a responsabilite limitee incorporated under the laws of Luxembourg, having its registered office at 5, rue Eugene Ruppert, L-2453 Luxembourg, registered with the Luxembourg Registry of Commerce and Companies under number B 69 052 (the "COMPANY") into the Agreements (as defined below). For the purpose of this legal opinion, we have examined copies of the following documents: - a copy of an executed notes indenture dated as of November 21, 2004 (the "INDENTURE") made between the Issuer and U.S. Bank National Association; - a registration statement under the Securities Act of 1933 dated March 22, 2005 (the "REGISTRATION STATEMENT") made by STATS ChipPac Ltd., - a copy of an executed subsidiary guarantee agreement (the "SUBSIDIARY GUARANTEE 2 AGREEMENT") dated as of November 18, 2004 between the Subsidiary Guarantors, the Issuer and the Trustee. The aforementioned documents are hereinafter collectively referred to as the "AGREEMENTS". 2. Terms defined in the Agreements shall bear the same meaning herein, unless expressly provided to the contrary. 3. We have further seen the following documents: resolutions of the Board of Managers of the Company dated November 18, 2004 and March 17, 2005 approving the execution of the Registration Statement and the Subsidiary Guarantee Agreement by the Company (the "RESOLUTIONS"), the share register of the Company and the corporate documents of the Company that are available to the public at the Luxembourg Registry of Commerce and Companies at the day of this opinion, including the Company's latest articles of incorporation available. 4. This opinion is confined to matters of Luxembourg law (as defined below). Accordingly, we express no opinion with regard to any system of law other than the laws of the Grand-Duchy of Luxembourg ("LUXEMBOURG") as they stand as of the date hereof and as such laws were as of the date hereof interpreted in published case law of the courts of Luxembourg ("LUXEMBOURG LAW") or, to the extent this opinion concerns documents executed prior to this date, the date of their execution and the period to date. In particular: 4.1 we express no opinion (i) on public international law or on the rules of or promulgated under any treaty or by any treaty organisation (except rules implemented into Luxembourg law or directly applicable in Luxembourg) or, except as specifically set out herein, on any taxation laws of any jurisdiction (including Luxembourg), (ii) that the future or continued performance of a party's obligations or the consummation of the transactions contemplated by the Agreements will not contravene Luxembourg law, its application or interpretation in each case to the extent that such laws, their application or interpretation, are altered in the future, and (iii) with regard to the effect of any systems of law (other than Luxembourg law) even in cases where, under Luxembourg law, any foreign law should be applied, and we therefore assume that any applicable law (other than Luxembourg law) would not affect or qualify the opinions as set out below; 4.2 we have not been responsible for investigating or verifying the accuracy of the facts (or statements of foreign law) or the reasonableness of any statements of opinion or intention contained in any documents (other than this opinion), or for verifying that no material facts or provisions have been omitted therefrom, save in so far as any such matter is the subject matter of a specific opinion herein; 3 4.3 Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist in the laws of other jurisdictions. This opinion may, therefore, only be relied on upon the express condition that any issues of the interpretation or liability arising thereunder will be governed by Luxembourg law and be brought before a court in Luxembourg; 4.4 we express no opinion on the validity and enforceability of any document except as set out in our opinions in section 6 below; 4.5 this opinion speaks as of the date hereof. No obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion in any respect. 5. For the purpose of rendering this opinion, we have assumed: 5.1 the capacity, power and authority of each of the parties (other than the Company) to execute and deliver the Agreements; 5.2 the due execution of the Agreements by each of the parties (other than the Company); 5.3 the due delivery of the Agreements by each of the parties (other than the Company); 5.4 the conformity to original documents of all copy documents examined by us; 5.5 the validity of the Agreements and all other documents related to this transaction under their governing laws (other than the laws of Luxembourg) and the laws governing the parties thereto (other than the Company); and 5.6 that, in respect of each of the Agreements and each of the transactions contemplated by, referred to in, provided for or effected by the Agreements, (i) the parties to the Agreements entered into the same in good faith and for the purpose of carrying out their business, (ii) the parties to the Agreements entered into the same on arms' length commercial terms, (iii) the parties to the Agreements entered into the same without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction, and (iv) the entry into the Agreements and the performance of any rights and obligations thereunder are in the best corporate interest of parties to the Agreements. 6. Based on the above assumptions, and subject to the qualifications set out below, we are of the opinion that: 4 6.1 the Company is a company (societe a responsabilite limitee) duly incorporated and validly existing in Luxembourg, with the power to enter into the Agreements to which it is a party and to exercise its rights and perform its obligations under these Agreements; The Company has not been declared bankrupt and, to the best of our knowledge, no steps have been taken for its winding up; 6.2 all necessary corporate action have been taken, and no other action is required to be taken, to enable the Company to validly execute the Agreements to which it is a party and to exercise its rights and perform its obligations thereunder; 6.3 the Agreements to which the Company is a party have been duly executed and delivered and the obligations expressed to be assumed by the Company in the Agreements to which it is a party constitute or will constitute its legal, valid and binding obligations enforceable in accordance with their terms; 6.4 no further acts, conditions and things are required by Luxembourg law to be done, fulfilled and performed in order to make the Agreements admissible in evidence in Luxembourg, save for what is stated under section 6.5; 6.5 it is not necessary that the Agreements be filed, recorded or enrolled with any court or other authority in Luxembourg or that any stamp, registration or similar tax be paid on or in relation to the Agreements in accordance therewith, save that a Luxembourg court or a Luxembourg official authority (autorite constituee) has the power to order that the Agreements be registered in which case a registration fee would become payable; 6.6 neither: (i) the execution by the Company of the Agreements to which it is a party; nor (ii) any of the obligations expressed to be assumed by the Company in any of the Agreements to which it is a party, nor the performance thereof violates or conflicts with any provision of any Luxembourg law or regulation, or with any provision of the Company's constitutional documents; 6.7 there is no withholding or other tax or duty imposed by any law, rule or regulation in Luxembourg on any payment to be made by the Company under any of the Agreements, save that payments made pursuant to the Agreements may constitute taxable income in the hands of recipients resident in Luxembourg and/or recipients not resident in Luxembourg but having a permanent establishment or a permanent representative in Luxembourg to which or to whom the Agreements are attributable; 5 6.8 the choice of law of the State of New-York, USA as the governing law of the Subsidiary Guarantee Agreement and the Indenture will be upheld as a valid choice of law by the courts of Luxembourg. If any of the Agreements to which the Company is a party are sought to be enforced in Luxembourg in accordance with the laws of the State of New-York, USA, the courts of competent jurisdiction in Luxembourg would recognise the choice of law and apply the laws of the State of New-York, USA, subject to qualification 7.22; 6.9 the submission to the jurisdiction of the Courts in the Borough of Manhattan, the City of New York, New York by the Company in the Subsidiary Guarantee Agreement and the Indenture is legal, valid and binding and will be upheld by the Luxembourg Courts; 6.10 the Company shall not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process in Luxembourg. 7. The opinions set forth above are subject to the following qualifications: 7.1 the obligations of the Company under the Agreements to which it is a party may be limited by the general principles of bankruptcy, insolvency, liquidation, reorganisation, reconstruction or other laws affecting the enforcement of creditors' rights generally (hereafter the "Insolvency Laws", and the relevant proceedings being referred to collectively as the "Insolvency Proceedings"), and, in particular: - during a gestion controlee (controlled management) procedure under the Grand-Ducal Decree dated May 24, 1935 on the procedure of gestion controlee, the rights of secured creditors are frozen until a final decision has been taken by the court as to the petition for controlled management; - the obligations of the Company under the Agreements to which it is a party may be affected and, after their performance, subject to annulment by a court on the basis of Article 445 of the Luxembourg Code of Commerce, if these Agreements have been entered into during the suspect period ("periode suspecte"), such period being determined by the court in the judgement opening the Insolvency Proceedings, and preceding the date of such judgement by a maximum of 6 months and 10 days, and if these Agreements constitute or contain, or the performance of such obligations thereunder would constitute (i) a contract for the transfer of movable or immovable property done without consideration, or a contract or transaction done with notably insufficient consideration for the Company or (ii) a payment, whether in cash or by transfer, assignment, sale, set-off or otherwise for debts not yet due, or a 6 payment other than in cash or bills of exchange for debts due, or (iii) a contractual or judiciary mortgage, pledge, or charge on the Company's assets for previously contracted debts; - the obligations of the Company under the Agreements to which it is a party may be affected and after their performance, subject to annulment by a court on the basis of Article 446 of the Luxembourg Code of Commerce, if these Agreements constitute or contain, or the performance of such obligations thereunder would constitute a payment for due debts or an onerous act done by the Company after the stoppage of payments (such date as determined by the court) and prior to the judgement opening Insolvency Proceedings, if the counter-party that has received from or dealt with the Company had knowledge of the stoppage of payments; - regardless of the date of execution and performance, the Agreements may be declared null and void in relation to the Company, if they have been entered into with the fraudulent intent of the parties thereto to deprive other creditors of the insolvent party of their rights (Article 448 of the Code of Commerce); - the obligations of the Company may be affected or limited by the rights of the receiver, liquidator or other court official appointed in the Insolvency Proceedings to selectively perform contracts profitable to the insolvent party's estate and renounce to the performance of contracts which are not profitable to the insolvent party's estate ("cherry-picking"), where such contracts have not been terminated automatically by the opening of the insolvency proceedings on the basis of an express contractual provision, or by operation of law; 7.2 by application of article 203 of the Luxembourg Code on Commercial Companies a company not respecting any provision of Luxembourg criminal law or Luxembourg Law on Commercial Companies (especially but not limited to the obligations to lodge with the Register and publish the annual accounts) may be put into judicial liquidation upon the application of the Public Prosecutor; 7.3 the rights and obligations of the Company under the Agreements to which it is a party may be limited by general principles of criminal law, including but not limited to criminal freezing orders; 7.4 whilst, in the event of any proceedings being brought in a Luxembourg court in respect of a monetary obligation expressed to be payable in a currency other than Euro, a Luxembourg court would have power to give judgement expressed as an order to pay a currency other than Euro, enforcement of the judgement against the 7 Company in Luxembourg would be available only in Euro and for such purposes all claims or debts would be converted into Euro; 7.5 a Luxembourg court may stay proceedings if concurrent proceedings are being brought elsewhere; 7.6 the expression valid and binding in paragraph 6 above means that the obligations expressed to be assumed by the Company under the Agreements to which the Company is a party are of a type which the Luxembourg courts would treat as valid and binding. It does not mean that these obligations will necessarily be enforced in all circumstances in accordance with their terms, as to which reference is made to the other qualifications expressed in this opinion and to the fact that a remedy such as specific performance or the issue of an injunction or a remedy such as termination for breach of contract are discretionary. In particular, notwithstanding any agreement purporting to confer the availability of any remedy, such remedy may not be available where damages instead of specific performance or specific performance instead of termination for breach of contract are considered by the court to be an adequate alternative remedy; 7.7 a contractual provision conferring or imposing a remedy, an obligation or penalty consequent upon default may not be fully enforceable if it were construed by a Luxembourg court as constituting an excessive pecuniary remedy; 7.8 a Luxembourg court may refuse to give effect to a purported contractual obligation to pay costs imposed upon another party in respect of the costs of any unsuccessful litigation brought against that party before a Luxembourg court and a Luxembourg court may not award by way of costs all of the expenditure incurred by a successful litigant in proceeding brought before such court; 7.9 with respect to provisions under which determination of circumstances or certification by any party is stated or implied to be conclusive and binding upon the Company, a Luxembourg court would be authorised to examine whether such determination occurred in good faith; 7.10 with respect to subordination provisions contained in the Agreements, there is, to our knowledge, no Luxembourg case law or legal doctrine on the validity and enforceability (under Luxembourg law) thereof. It is our opinion that Luxembourg courts should admit the validity and enforceability of such provisions establishing contractual arrangements to the extent that they do not grant to a particular creditor a better rank in the distribution of the debtor's assets by impairing the rights of the other creditors, unless said creditors have expressly agreed to their rights being impaired. The principle of pari passu treatment of creditors should not be construed 8 so as to prohibit one or more creditors to limit, or renounce to, their rights in the sense that they dispose of their own rights without altering other creditors' rights 7.11 if a court would conclude that the transaction was not in the best corporate interest and would decide that it constitutes a misuse of corporate assets and credit of the Company ("abus des biens et du credit de la societe"), then the validity and enforceability of the obligations of the Company under the Agreements may be affected by such decision; 7.12 claims may become barred under the statute of limitations or may be or become subject to defences of set-off or counterclaim; 7.13 the Luxembourg courts would not apply a chosen foreign law if the choice was not made bona fide and/or if: - the foreign law was not pleaded and proved; or - if pleaded and proved, such foreign law would be contrary to the mandatory rules of Luxembourg law or manifestly incompatible with Luxembourg international public policy or public order; 7.14 Luxembourg court may refuse to apply the chosen governing law: - if all elements of the matter are localised in a country other than the jurisdiction of the chosen governing law in which case it may apply the imperative laws of that jurisdiction; or - if the agreement has a strong connection to another jurisdiction and certain laws of that jurisdiction are applicable regardless of the chosen governing law ("lois de police"), in which case it may apply those laws; or - if a party is subject to insolvency proceedings, in which case it apply the insolvency laws of the jurisdiction in which such insolvency proceedings have been regularly opened to the effects of such insolvency; 7.15 notwithstanding the jurisdiction clause contained in the Agreements, Luxembourg courts would have in principle jurisdiction for any conservatory or provisional action in connection with assets located in Luxembourg and such action would most likely be governed by Luxembourg law; 9 7.16 the admissibility as evidence of the Agreements before a Luxembourg court or public authority to which the Agreements are produced may require that the Agreements be accompanied by a complete or partial translation in the French or German language; 7.17 although such orders are rarely made in practice, Luxembourg courts may require the prior registration of the Agreements, or any other document if they were to be produced in a Luxembourg court action, in which case a registration duty would become payable; 7.18 no opinion is given as to whether the performance of the Agreements would cause any borrowing limits, debt/equity ratios, prudential, regulatory or other applicable ratios or borrowing limits to be exceeded or as to the consequences thereof; 7.19 other than as referred to in paragraph 6, no opinion is expressed on any tax consequences of the transactions considered; 7.20 no opinion is expressed or implied in relation to the accuracy of any representation or warranty given by or concerning any of the parties to the Agreements (to the extent such representation or warranty relates to factual matters and legal matters other than those covered in this legal opinion) or whether such parties or any of them have complied with or will comply with any covenant or undertaking given by them or the terms and conditions of any obligations binding upon them; 7.21 a severability clause may be ineffective if a Luxembourg court considers that the illegal, invalid or unenforceable clause was a substantive or material clause; 7.22 as regards the enforcement in Luxembourg of a civil or commercial judgement delivered in a court of a state different from the Signatory States of the Brussels or the Lugano Convention which is expressed to have jurisdiction in the Agreements (the "Court"), such enforcement would make it necessary to commence recognition and enforcement proceedings before the Luxembourg courts and, in this respect, (i) the enforceable nature of such judgement, (ii) the international jurisdiction of the Court in light of the Luxembourg applicable rules, (iii) the jurisdiction of the Court in light of its own domestic applicable rules, (iv) the application of the appropriate law as determined by the Luxembourg rules of conflict of laws, (v) the compliance with the rules of procedure as determined by the law applicable to the Court and (vi) the compliance of such judgement with Luxembourg public order ("ordre public") would be examined; 7.23 we express no opinion as regards the enforceability of any security interest (including any guarantee) in the Agreements in case the security interest was called in an abusive manner. 10 8. This opinion is given to you for use in connection with the above transaction. It may not be relied upon by any other person than you or used for any other purpose and neither its contents nor its existence may be disclosed without our written consent, save that its delivery may be referred to as a condition of the closing, it may be disclosed to (but may not be relied upon by) your legal advisors and it may be filed as an exhibit to the Registration Statement.. This opinion pertains exclusively to matters of Luxembourg law, is governed by Luxembourg law and Luxembourg courts shall have exclusive jurisdiction thereon. Sincerely yours, /s/ BONN SCHMITT STEICHEN BONN SCHMITT STEICHEN EX-5.6 14 u92498exv5w6.txt EX-5.6 OPINION OF DR. BENYI E. LASZLO LAW FIRM Exhibit 5.6 DR. BENYI E. LASZLO LAW FIRM - -------------------------------------------------------------------------------- STATS CHIPPAC LTD. BUDAPEST, MARCH 22, 2005 STATS CHIPPAC, INC. STATS CHIPPAC TEST SERVICES, INC. STATS HOLDINGS LIMITED CHIPPAC INTERNATIONAL COMPANY LIMITED STATS CHIPPAC (BARBADOS) LTD. CHIPPAC LUXEMBOURG S.A.R.L. CHIPPAC LIQUIDITY MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY STATS CHIPPAC (BVI) LIMITED STATS CHIPPAC MALAYSIA SDN. BHD. STATS CHIPPAC KOREA LTD. C/O 10 ANG MO KIO STREET 65 #05-17/20TECHPOINT SINGAPORE 569059 Dear Sirs, RE: OPINION OF COUNSEL FOR CHIPPAC LIQUIDITY MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY I, the undersigned, Dr. Laszlo E. Benyi, have acted as special Hungarian counsel to STATS ChipPAC Ltd., a corporation organized under the laws of the Republic of Singapore ("Parent"), and ChipPAC Liquidity Management Hungary Limited Liability Company, a corporation organized under the laws of Hungary ("ChipPAC Hungary"), in connection with certain transactions contemplated in, among others, the following instruments: (a) indenture dated as of November 18, 2004 (the "Indenture") among Parent as issuer and U.S. Bank National Association as trustee (the "Trustee"), with respect to the issuance of Parent's 6 3/4% Senior Notes due 2011 with an aggregate principal amount of US$ 215,000,000 are being registered under the Securities Act of 1933, governed by New York law; (b) the form of Offer to Exchange all outstanding 6 3/4% Senior Notes due 2011 with an aggregate principal amount of US$ 215,000,000 for 6 3/4% Senior Notes due 2011 with an aggregate principal amount of US$ 215,000,000 which have been registered under the Securities Act of 1933 of STATS ChipPAC Ltd. (the "Exchange Notes"); (c) the form of Letter of Transmittal for 6 3/4% Senior Notes due 2011 of STATS ChipPAC Ltd.; (d) the form of Notice of Guaranteed Delivery for 6 3/4% Senior Notes due 2011 of STATS ChipPAC Ltd.; (e) Subsidiary Guarantee Agreement dated as of November 18, 2004 ("Subsidiary Guarantee Agreement") among Parent, ChipPAC Hungary, the other guarantors party thereto, including the notation of guarantee with respect thereto (the "Exchange Note Subsidiary Guarantee"); (f) the form of the Exchange Note Subsidiary Guarantee to be issued pursuant to the Indenture and the Subsidiary Guarantee Agreement; (g) Form F-4 Registration Statement under the Securities Act of 1933 as filed with the Securities and Exchange Commission on March 22, 2005 ("Registration Statement"); and (h) the form of the Support Certificate dated as of March 18, 2005 ("Support Certificate"). (the Offer to Exchange, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Subsidiary Guarantee Agreement, the Exchange Note Subsidiary Guarantee, the Registration Statement and the Support Certificate collectively, the "TRANSACTION DOCUMENTS"). 1. BASIS OF OPINION 1.1 This opinion is limited to the matters specifically mentioned below and is issued to you only for the purposes set out above and is not to be read as extending, by implication or otherwise, to any other matters. In particular, we give no opinions as to matters of fact (except matters, which are the express subject of our opinion set out below). 1.2 This opinion is confined to and given on the basis of Hungarian law as currently applied by the Hungarian Courts and will be construed in accordance with Hungarian law. We have made no independent investigation and do not express or imply any opinion as to the laws of any other jurisdiction and we have assumed, without enquiry, that there is nothing in the laws of any such other jurisdiction which would or might affect our opinion as stated herein. 2. ASSUMPTIONS In rendering this opinion we have assumed, without independent verification on our part: (a) the authenticity of all documents and instruments submitted to us as originals; (b) the completeness and conformity to original documents and instruments of all photocopies submitted to us as copies of originals; (c) the genuineness of all signatures and sales or stamps on documents and instruments submitted to us; (d) the documents and instruments, save and except the Agreements, have been duly executed by the persons duly authorized to do so; (e) that the documents and instruments presented to us only in draft form are in full conformity with final, executed documents; 2 - ----------------------------------------------------------------------------- 1012 BUDAPEST, ATTILA UT 133. TEL.: +36-1-457-0884 FAX: +36-1-457-8155 E-MAIL: LBENYI@BENYI.HU (f) that the execution, delivery and performance of the Transaction Documents and all other documents and instruments relating thereto have been authorized by the parties thereto other than ChipPAC Hungary and that the Transaction Documents and the related documents, have been validly executed and delivery by the parties thereto other than ChipPAC Hungary, and that each of the Transaction Documents and related documents constitutes legal, valid and binding obligations enforceable under the laws of governing jurisdiction against the parties thereto other than ChipPAC Hungary in accordance with their respective terms; (g) resolution of collegiate bodies have been duly passed at property convened meetings of such bodies, and (h) all other actions, proceedings and the like contemplated by the Transaction Documents and the related documents were properly made, followed or carried out. 3. RESERVATIONS Our opinion is subject to the following reservations: 3.1 The description of obligations as "enforceable" refers to the legal character of the obligations in question, i.e. that they are of a character which Hungarian law recognises and enforces. It does not mean that the Transaction Documents will be enforced in all circumstances or that any particular remedy will be available. Equitable remedies, such as specific performance and injunction, are at the discretion of the Court and may not be available. 3.2 The obligations of ChipPAC Hungary are subject to all insolvency, bankruptcy, liquidation, reorganization, moratorium, examinership, statutes of limitation, set-off and other similar laws affecting creditors' rights generally. 4. OPINION Based upon the examined documents subject to the assumptions, reservations above and qualifications hereinafter set forth, we are of the opinion that: 4.1 ChipPAC Hungary (i) is duly registered and (ii) validly existing as a limited liability company in good standing under Hungarian Law and (b) has all requisite corporate power and authority to carry on its business as it is currently being conducted. 4.2 ChipPAC Hungary has all requisite corporate power and authority to execute, deliver and perform its obligations under the Subsidiary Guarantee Agreement and to consummate the transactions contemplated thereby. 4.3 The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Notes has been duly authorized, executed and delivered by ChipPAC Hungary in accordance with the terms of the Indenture and the Subsidiary Guarantee Agreement, and if and when issued upon consummation of the Exchange Offer as set forth in the Registration 3 - ----------------------------------------------------------------------------- 1012 BUDAPEST, ATTILA UT 133. TEL.: +36-1-457-0884 FAX: +36-1-457-8155 E-MAIL: LBENYI@BENYI.HU Statement, the Exchange Note Subsidiary Guarantee will be the legal, valid and binding obligations of ChipPAC Hungary which issued such Exchange Note Subsidiary Guarantee, enforceable against ChipPAC Hungary in accordance with its terms and entitled to the benefits of the Indenture and the Subsidiary Guarantee Agreement. 4.4 The Subsidiary Guarantee Agreement has been duly executed, authorized and delivered and constitutes the valid and legally binding obligations of ChipPAC Hungary. *** This opinion has been prepared at your specific request; it is for your use and we consent to the filing of this opinion as an exhibit to the Registration Statement. Faithfully yours, /s/ Dr. Laszlo E. Benyi - --------------------------- Dr. Laszlo E. Benyi Attorney at law 4 - ----------------------------------------------------------------------------- 1012 BUDAPEST, ATTILA UT 133. TEL.: +36-1-457-0884 FAX: +36-1-457-8155 E-MAIL: LBENYI@BENYI.HU EX-5.7 15 u92498exv5w7.txt EX-5.7 OPINION OF AZIM, TUNKU FARIK & WONG Exhibit 5.7 [On the letterhead of Azim, Tunku Farik & Wong] March 22, 2005 9.1396.3 To: STATS ChipPAC Ltd. STATS ChipPAC, Inc. STATS ChipPAC Test Services, Inc. STATS Holdings Limited ChipPAC International Company Limited STATS ChipPAC (Barbados) Ltd. ChipPAC Luxembourg S.a.R.L. ChipPAC Liquidity Management Hungary Limited Liability Company STATS ChipPAC (BVI) Limited STATS ChipPAC Malaysia Sdn. Bhd. STATS ChipPAC Korea Ltd. c/o STATS ChipPAC Ltd. 10 Ang Mo Kio Street 65 #05-17/20 Techpoint Singapore 569059 Dear Sirs, Re: STATS Chippac Malaysia Sdn. Bhd. ("Guarantor") as guarantor of US$215.0 million 6 3/4% Exchange Notes due 2011 ----------------------------------------------------------------- We have acted as Malaysian legal advisers for the Guarantor in connection with the guarantee (the "Guarantee") by the Guarantor of the notes issued pursuant to the indenture dated November 18, 2004 ("Indenture") between STATS ChipPac Ltd. ("Issuer"), a company organised under the laws of the Republic of Singapore, and U.S. Bank National Association, as trustee (the "Trustee"), and the transactions related thereto. AZIM, TUNKU FARIK & WONG - 2 - MARCH 22, 2005 2. This opinion is rendered in relation to the Guarantee of the Exchange Notes by the Guarantor pursuant to the Issuer's offer to exchange ("Exchange Offer") an aggregate principal amount at maturity of up to $215,000,000 of its 6 3/4% Senior Notes due 2011 issued on November 18, 2004 which have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") for US$215.0 million aggregate principal amount of 6 3/4% Senior Notes due 2011 ("Exchange Notes") to be registered under the Securities Act and the execution and filing of the Form F-4 Registration Statement to which the Guarantor is a party, in respect of the Exchange Notes. 3. We have examined the following documents: (a) a signed copy of the Indenture; (b) the form of the Exchange Note to be issued by the Issuer pursuant to the Indenture; (c) the form of the Exchange Note Guarantee to be issued pursuant to the Indenture and the Subsidiary Guarantee Agreement; (d) a copy of the Registration Statement filed with the Securities and Exchange Commission; and (e) a signed copy of the Subsidiary Guarantee Agreement dated November 18, 2004 between the Issuer, the Guarantor, the other guarantors named therein and the Trustee. 4. In the examination of the above documents, we have assumed:- (a) the genuineness of all signatures, stamps and seals, the conformity to the original of all documents submitted to us as forms of originals, photocopies, facsimile or electronic copies; (b) the correctness of all facts stated therein; (c) the parties to the Subsidiary Guarantee Agreement (other than the Guarantor) have each executed each of the aforesaid documents to which they are a party; (d) the parties to the Subsidiary Guarantee Agreement (other than the Guarantor) each have all requisite power and authority and have taken all necessary actions to authorize each to enter into each of the aforesaid documents to which they are a party and to deliver and effect the transactions provided therein and that the same constitute legal, valid and binding AZIM, TUNKU FARIK & WONG - 3 - MARCH 22, 2005 obligations of each of the parties thereto (other than the Guarantor) enforceable in accordance with their respective terms under the laws of New York; (e) the execution of the Subsidiary Guarantee Agreement and the consummation of the transactions provided for therein do not contravene any applicable law of any jurisdiction (other than in respect of the laws of Malaysia); and (f) that all authorizations, consents and approvals required from any governmental or other authorities outside Malaysia and all other requirements outside Malaysia for the legality, validity and enforceability of the Subsidiary Guarantee Agreement have been duly obtained and fulfilled and are and will remain in full force and effect and that all conditions to which they are subject have been satisfied. 5. Based upon the foregoing assumptions, the examination of the documents referred to in paragraph 3 hereof and subject to the qualifications set forth below, we are of the opinion that:- (a) the Guarantor is a company duly incorporated and is validly existing under the laws of Malaysia; (b) the Guarantor has the corporate power and capacity to enter into and perform its obligations under the Subsidiary Guarantee Agreement; (c) the Exchange Note Guarantee to be endorsed on the Exchange Notes has been duly authorized, executed and delivered by the Guarantor in accordance with the terms of the Indenture and the Subsidiary Guarantee Agreement, and if and when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, the Exchange Note Guarantee will be legal, valid and binding obligations of the Guarantor which issued such Exchange Note Guarantee enforceable against the Guarantor in accordance with its terms and entitled to the benefits of the Indenture and the Subsidiary Guarantee Agreement subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer and similar laws affecting creditors' rights and remedies generally and laws on limitation periods, defences of set-off, counterclaims and to general principles of equity; and (d) the Subsidiary Guarantee Agreement has been duly executed, authorized and delivered and constitutes the valid and legally binding obligation of the Guarantor. 6. Our opinion is also qualified to the extent that:- AZIM, TUNKU FARIK & WONG - 4 - MARCH 22, 2005 (a) a court of Malaysia may treat provisions in the Indenture and/or the Subsidiary Guarantee Agreement relating to default interest or liquidated damages if the same exist as penalties and may award only such compensation as it deems fit in lieu thereof; (b) provisions on severability may not be effective - it will depend on the nature and extent of the illegality, invalidity or unenforceability in question; (c) in the event that the Subsidiary Guarantee Agreement is executed in Malaysia the requisite stamp duty must be fully paid. In the event that said documents are executed outside Malaysia, the said documents have to be stamped within thirty (30) days after the said documents have first been brought into Malaysia before it can be adduced as evidence in Malaysia; and (d) this opinion is limited to the laws of Malaysia of general application at the date hereof as currently applied by the courts of Malaysia and is given on the basis that it will be governed by and construed in accordance with the laws of Malaysia. We express no opinion as to any laws other than the laws of Malaysia. 7. This opinion may be relied upon by your advisers and your successors only in relation to the transaction specified above and we consent to the filing of this opinion as an exhibit to the Registration Statement. Save for the foregoing this opinion shall not be transmitted delivered to nor relied on by any other person nor read as an opinion with respect to any other matter or used for any other purpose or quoted or referred to in any public document filed with anyone. Yours faithfully, /s/ Edmund Liew Yin Chiang - --------------------------------- Edmund Liew Yin Chiang For and on behalf of Azim, Tunku Farik & Wong EX-5.8 16 u92498exv5w8.txt EX-5.8 OPINION OF KIM, SHIN & YU Exhibit 5.8 [KIM, SHIN & YU LETTERHEAD] March 21, 2005 To: STATS ChipPAC Ltd. STATS ChipPAC, Inc. STATS ChipPAC Test Services, Inc. STATS Holdings Limited ChipPAC International Company Limited STATS ChipPAC (Barbados) Ltd. ChipPAC Luxembourg S.a.R.L. ChipPAC Liquidity Management Hungary Limited Liability Company STATS ChipPAC (BVI) Limited STATS ChipPAC Malaysia Sdn. Bhd. STATS ChipPAC Korea Ltd. c/o STATS ChipPAC Ltd. 10 Ang Mo Kio Street 65 #05-17/20 Techpoint Singapore 569059 Dear Ladies and Gentlemen: We have acted as special counsel in the Republic of Korea ("Korea") to STATS ChipPAC Korea Ltd., a Korean company (yuhan hoesa) incorporated under the laws of Korea ("SCPK"), in connection with: (i) the Purchase Agreement regarding the 6.75% Senior Notes (the "Notes") due 2011 of STATS ChipPAC Ltd. (the "Issuer") among the Issuer, SCPK, the other guarantors named therein and initial purchasers named therein, dated as of November 5, 2004 (the "Purchase Agreement"); (ii) the Subsidiary Guarantee Agreement related to the Purchase Agreement among the Issuer, SCPK, the other guarantors named therein and the Trustee dated as of November 18, 2004, including the notation of Guarantee with respect thereto (the "Exchange Note Subsidiary Guarantee") (iii) the Indenture among the Issuer and the Trustee dated November 18, 2004 (the "Indenture"); and PAGE 2 KIM, SHIN & YU (iv) the Registration Rights Agreement among the Issuer, SCPK, the other guarantors named therein and initial purchasers named therein, dated as of November 18, 2004 (the foregoing (i), (ii), (iii) and (iv) collectively, the "Transaction Documents"). All capitalized terms used herein and not otherwise defined herein shall have the meanings defined in the Purchase Agreement, including those terms incorporated by reference therein to another document. For the purposes of rendering the following opinions, we have examined the following documents: (a) the filing and approval by the Bank of Korea of the guarantee related to the Subsidiary Guarantees dated as of November 18, 2004; (b) the Articles of Incorporation of SCPK; (c) a certified copy of commercial registry extract pertaining to SCPK; (d) Minutes of the meeting of the Board of Directors of SCPK held on November 18, 2004 at which resolutions were adopted with respect to the transactions contemplated by the Transaction Documents to which it is a party; (e) the Transaction Documents; and (f) the final offering memorandum of the Issuer with respect to the Notes dated November 5, 2004 (the "Offering Memorandum"). The documents listed in (a) through (f) above are referred to herein collectively as the "Relevant Documents". In addition, we have examined such other documents as we have deemed relevant or necessary for giving this opinion. In examining the documents described herein, we have assumed the genuineness of all signatures, stamps and seals, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as forms of originals or photostat copies and the accuracy and completeness of all factual representations made in certificates and other documents. As to any other matters of fact, we have relied on certificates and statements of officers and other representatives of SCPK. For the purpose of this opinion, we have assumed that each party to the Transaction Documents as defined above (other than SCPK) has all requisite power and authority, and has taken all necessary actions to authorize it to enter into the Transaction Documents to which it is a party and to deliver and effect the transactions provided for therein, that each of the Transaction PAGE 3 KIM, SHIN & YU Documents constitutes legal, valid and binding obligations of each of the parties thereto (other than SCPK) enforceable in accordance with their respective applicable law of any jurisdiction (other than the laws of Korea) and that the execution of the Transaction Documents and the consummation of the transactions provided for therein do not contravene any applicable law of any jurisdiction (other than the laws of Korea). Based on the foregoing and subject to the qualifications set forth below and with regard to such legal considerations as we have deemed relevant, it is our opinion that: 1. SCPK has been duly incorporated or organized and is validly existing as a company or entity, and is in good standing, under the laws of Korea. 2. SCPK has the corporate power and capacity to execute, deliver and perform its obligations under the Subsidiary Guarantee Agreement and Exchange Note Subsidiary Guarantee. 3. The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Notes have been duly authorized, executed and delivered by each of SCPK in accordance with the terms of the Indenture and the Subsidiary Guarantee Agreement, and if and when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, the Exchange Note Subsidiary Guarantee will be the legal, valid and binding obligations of SCPK which issued such Exchange Note Subsidiary Guarantee, enforceable against SCPK in accordance with its terms and entitled to the benefits of the Indenture and the Subsidiary Guarantee Agreement. 4. The Subsidiary Guarantee Agreement has been duly executed, authorized and delivered and constitutes the valid and legally binding obligations of SCPK. Our opinion is subject to the following qualifications and assumptions: (a) Nothing herein should be taken as indicating that the remedies of specific performance or injunction (being in some instances discretionary remedies of the court) would necessarily be available with respect to any particular provision of the Transaction Documents in any particular instance. (b) This opinion is given with respect to the laws of Korea and we neither pass upon nor express any opinion with respect to those matters governed by or construed in PAGE 4 KIM, SHIN & YU accordance with the laws of any jurisdiction other than Korea. (d) The enforceability of the Transaction Documents is subject to the effect of bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (e) The enforceability of provisions of the Transaction Documents may also be affected or limited by the general principle of good morals and social order and the general principle of good faith and fairness provided for in the Civil Code of Korea. (f) The enforceability of provisions of the Transaction Documents releasing or exculpating a party from, or requiring indemnification of a party for, liability for its own action or inaction may be limited or affected where the action or inaction involves unlawful conduct, willful misconduct or gross negligence. (g) Korean courts may exercise judicial discretion in determining such matters as conclusiveness of certificates, extent of damages and entitlement to attorneys' fees and other costs. (h) Under the Foreign Exchange Transaction Law of Korea, the Minister of Finance and Economy has the authority to take certain measures, such as imposing a temporary suspension of payment, if he deems it necessary due to circumstances such as the occurrence of natural calamity, war, armed conflict, grave and sudden changes in domestic and foreign economic conditions, and may take certain measures, such as imposing the obligation to obtain prior approval for payment, if he deems it necessary due to the existence or likelihood of serious difficulties with international payments and international finance or serious obstacles to currency, exchange rate and other macroeconomic policies. Such measures should not exceed six months absent exceptional circumstance and should be cancelled without delay when the grounds for such measures cease to exist. To date, the Minister of Finance and Economy has not exercised this authority and no special measures suspending or restricting payments are in force pursuant to this authority. This opinion is limited to the matters addressed herein and is not to be read as an opinion with respect to any other matter. PAGE 5 KIM, SHIN & YU The foregoing opinion may not be relied upon except by the addressees and their successors and permitted assigns and participants without our prior written approval. In addition, we consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Kim, Shin & Yu - --------------------------------------------- - --------------------------------------------- Kim, Shin & Yu PKT/TPP/JJH/CJS EX-12.1 17 u92498exv12w1.htm EX-12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES OF STATS CHIPAC LTD.

Exhibit 12.1

STATS ChipPAC Ltd. historical
Ratio of earnings to fixed charges

	Proforma, Year Ended December 31, 2004			Fiscal Year Ended December 31,
				2000		2001			2002			2003		2004
Income (loss) before income taxes		(470,916	)		57,224		(143,142	)		(95,968	)		528		(456,001	)
Add
Interest expense		44,170			2,424		1,275			10,414			13,994		28,816
Portion of operating lease rental expense deemed by us to be representative of the interest factor		17,783			6,185		8,353			7,146			6,202		14,627
Earnings as adjusted		(408,963	)		65,833		(133,514	)		(78,408	)		20,724		(412,558	)
Fixed charges
Interest expense		44,170			2,424		1,275			10,414			13,994		28,816
Portion of operating lease rental expense deemed by us to be representative of the interest factor		17,783			6,185		8,353			7,146			6,202		14,627
		61,953			8,609		9,628			17,560			20,196		43,443
Ratio of earnings to fixed charges		—			7.6		—			—			1.0		—
Deficiency of earnings to cover fixed charges		(470,916	)		—		(143,142	)		(95,968	)		—		(456,001	)

EX-3.2

                                                                     EXHIBIT 3.2

     State of Delaware
     Secretary of State
   Division of Corporations
Delivered 09:54 AM 01/20/2005
  FILED 09:10 AM 01/20/2005
SRV 050047083 - 2700070 FILE

                              CERTIFICATE OF MERGER

                                     MERGING

                               STATS CHIPPAC, INC.

                                  WITH AND INTO

                                 CHIPPAC, INC.

             Pursuant to Section 251 of the General Corporation Law
                            of the State of Delaware

            The undersigned corporation, organized and existing under and by
virtue of the General Corporation Law of Delaware (the "DGCL"), DOES HEREBY
CERTIFY THAT:

            FIRST: The name and state of incorporation of each of the
constituent corporations to the merger (each a "CONSTITUENT CORPORATION", and
together the "CONSTITUENT CORPORATIONS") are as follows;



 Name                    State of Incorporation
 ----                    ----------------------
                      
ChipPAC, Inc.            Delaware
STATS ChipPAC, Inc.      Delaware


            SECOND: The Agreement and Plan of Merger (the "MERGER AGREEMENT"),
dated as of January 20, 2005, between the Constituent Corporations have been
approved, adopted, certified, executed and acknowledged by each Constituent
Corporation as required by Section 251 of the DGCL.

            THIRD: The name of the surviving corporation of the merger shall be
STATS ChipPAC, Inc. (the "SURVIVING CORPORATION").

            FOURTH: The certificate of incorporation of ChipPAC, Inc. shall be
the certificate of incorporation of the Surviving Corporation, until amended and
changed pursuant to the DGCL, except that Article I of such certificate of
incorporation shall be amended to read as follows:

                  "The name of the corporation is STATS ChipPAC, Inc."

            FIFTH: The executed Merger Agreement is on file at an office of the
Surviving Corporation, the address of which is as follows:

                  ChipPAC, Inc.
                  47400 Kato Road
                  Fremont, CA 94538

            SIXTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
Constituent Corporation.



            SEVENTH: The merger shall become effective immediately upon the
filing of this certificate of merger with the Secretary of State of the State of
Delaware.

                                   * * * * * *



            IN WITNESS WHEREOF, said Surviving Corporation has caused this
certificate of merger to be executed by its duly authorized officer as of the
date set forth above.

                                  CHIPPAC, INC.

                                  By: /s/ Tan Lay Koon
                                      ------------------------------------------
                                      Name: Tan Lay Koon
                                      Title: Chairman of the Board and President



                          CERTIFICATE OF INCORPORATION

                                       OF

                                  CHIPPAC, INC.

                                    ARTICLE I

            The name of the corporation is ChipPAC, Inc. (the "Corporation").

                                   ARTICLE II

            The address of the Corporation's registered office in the State of
Delaware, County of New Castle, is 1209 Orange Street, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE III

            The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                                   ARTICLE IV

            The total number of shares of stock which the Corporation is
authorized to issue is One Hundred (100) shares of capital stock all of which
shall be designated "Common Stock" and have a par value of $0.001 per share.

                                    ARTICLE V

            The name and mailing address of the sole incorporator of the
Corporation is:

                            Michelle La Pelle
                            Kirkland & Ellis
                            777 South Figueroa Street, 35th Floor
                            Los Angeles, CA 90017

                                   ARTICLE VI

            The Corporation is to have perpetual existence.

   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 06/09/2000
  001295510 - 3242183



                                  ARTICLE VII

            In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, adopt, amend, alter or repeal the bylaws of the Corporation but the
stockholders may make additional bylaws and may alter or repeal any bylaw
whether adopted by them or otherwise.

                                  ARTICLE VIII

            Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the bylaws
of the Corporation subject to the laws of the State of Delaware. Election of
directors need not be by written ballot unless the bylaws of the Corporation so
provide.

                                   ARTICLE IX

      (A) To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same exists or may hereafter be amended, a director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

      (B) The Corporation shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that such person, his or her testator or intestate is or was a director, officer
or employee of the Corporation or any predecessor of the Corporation, or serves
or served at any other enterprise as a director, officer or employee at the
request of the Corporation or any predecessor to the Corporation.

      (C) Neither any amendment or repeal of this Article IX, nor the adoption
of any provision of the Corporation's Certificate of Incorporation inconsistent
with this Article IX, shall eliminate or reduce the effect of this Article IX in
respect of any matter occurring, or any action or proceeding accruing or arising
or that, but for this Article IX, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.

                                    ARTICLE X

            The number of directors which will constitute the whole Board of
Directors of the Corporation shall be designated in the bylaws of the
Corporation.

                                        2



                                   ARTICLE XI

            The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

                                        3



            I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts stated herein are true,
and accordingly have hereunto set my hand on the 9th day of June, 2000.

                                  BY: /s/ Michelle La Pelle
                                      ------------------------------------------
                                      Michelle La Pelle
                                      Sole Incorporator



                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 01:00 PM 08/02/2000
                                                          001391211 - 3242183

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 CHIPPAC, INC.

      ChipPAC, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of Delaware (the "Corporation"), does hereby certify
as follows:

      FIRST: The original Certificate of Incorporation of the Corporation was
filed under the name of "ChipPAC, Inc." with the Secretary of State of the State
of Delaware on June 9, 2000.

      SECOND: This Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the Sate of Delaware by the Board of Directors of the
Corporation.

      THIRD: This Amended and Restated Certificate of Incorporation was approved
by written consent of the stockholders pursuant to Section 228 of the General
Corporation Law of the State of Delaware.

      FOURTH: The Restated Certificate of Incorporation, of this Corporation is
amended and restated in its entirety to read as follows:

                                   ARTICLE ONE

      The name of the Corporation is ChipPAC, Inc.

                                   ARTICLE TWO

      The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
19801. The name of its registered agent at such address is The Corporation Trust
Company.



                                  ARTICLE THREE

      The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                  ARTICLE FOUR

                              A. AUTHORIZED SHARES

      The total number of shares of capital stock which the Corporation has
authority to issue is 510,000,000 shares, consisting of:

      (1)   10,000,000 shares of Preferred Stock, par value $.01 per share
            ("Preferred Stock");

      (2)   250,000,000 shares of Class A Common Stock, par value $.01 per share
            ("Class A Common Stock"); and

      (3)   250,000,000 shares of Class B Common Stock, par value $.01 per share
            ("Class B Common Stock").

      The Class A Common Stock and the Class B Common Stock are referred to
collectively as the "Common Stock." The Preferred Stock and the Common Stock
shall have the rights, preferences and limitations set forth below. Capitalized
terms used but not otherwise defined in Part A, Part B, Part C, Part D, Part E
or Part F of this Article IV are defined in Part G.

                               B. PREFERRED STOCK

      The Preferred Stock may be issued from time to time and in one or more
series. The Board of Directors of the Corporation is authorized to determine or
alter the powers, preferences and rights, and the qualifications, limitations
and restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock, and within the limitations or restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series of Preferred Stock, to increase or decrease
(but not below the number of shares of any such series of Preferred Stock then
outstanding) the number of shares of any such series of Preferred Stock, and to
fix the number of shares of any series of Preferred Stock. In the event that the
number of shares of any series of Preferred Stock shall be so decreased, the
shares constituting such decrease shall resume the status which such shares had
prior to the adoption of the resolution originally fixing the number of shares
of such series of Preferred Stock subject to the requirements of applicable law.

                                       -2-



                           C. CLASS A PREFERRED STOCK

      10,000 shares of the Corporation's Preferred Stock shall be designated as
Class A Convertible Preferred Stock, par value $.01 per share (the "Class A
Preferred Stock").

      The Class A Preferred Stock shall have the following rights, preferences
and privileges, subject to the following restrictions, limitations and
qualifications. The Class A Preferred Stock shall be junior to the Senior
Preferred Stock and senior to the Common Stock as to dividends and liquidation
rights and liquidation preferences and shall have the other rights, preferences
and limitations set forth in this Part C.

      Section 1. Dividends.

      1.1 General Obligation. When and as declared by the Corporation's Board of
Directors (the "Board") and to the extent permitted under the General
Corporation Law of Delaware, the Corporation shall pay preferential dividends in
cash to the holders of the Class A Preferred Stock as provided in this Section
1. Dividends on each share of the Class A Preferred Stock (a "Share" for
purposes of this Part C, Article Four) shall accrue on a daily basis at the rate
of 10% per annum of the sum of the Liquidation Value thereof plus all
accumulated and unpaid dividends thereon from and including the date of issuance
of such Share to and including the first to occur of (i) the date on which the
Liquidation Value of such Share (plus all accrued and unpaid dividends thereon)
is paid to the holder thereof in connection with the liquidation of the
Corporation or the redemption of such Share is effected by the Corporation, (ii)
the date on which such Share is converted into shares of Common Stock hereunder
or (iii) the date on which such Share is otherwise acquired by the Corporation.
Such dividends shall accrue whether or not they have been declared and whether
or not there are profits, surplus or other funds of the Corporation legally
available for the payment of dividends, and such dividends shall be cumulative.
The date on which the Corporation initially issues any Share shall be deemed to
be its "date of issuance" regardless of the number of times transfer of such
Share is made on the stock records maintained by or for the Corporation and
regardless of the number of certificates which may be issued to evidence such
Share.

      1.2 Dividend Reference Dates. To the extent not paid on August 1 of each
year, beginning August 1,2000 (the "Dividend Reference Date"), all dividends
which have accrued on each Share outstanding during the twelve-month period (or
other period in the case of the initial Dividend Reference Date) ending upon
each such Dividend Reference Date shall be accumulated and shall remain
accumulated dividends with respect to such Share until paid to the holder
thereof.

      1.3 Distribution of Partial Dividend Payments. Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Class A Preferred Stock, such
payment shall be distributed pro rata among the holders thereof based upon the
aggregate accrued but unpaid dividends on the Shares held by each such holder.

                                       -3-


      1.4   Participation in Non-Cash Dividends. In addition to the dividends
accruing on the Class A Preferred Stock under Section 1.1 above, if the
Corporation declares or pays any dividends upon the Common Stock other than cash
dividends or dividends payable solely in shares of Common Stock, the Corporation
shall also declare and pay to the holders of the Class A Preferred Stock at the
same time that it declares and pays such dividends to the holders of the Common
Stock, the dividends which would have been declared and paid with respect to the
Common Stock issuable upon conversion of the Class A Preferred Stock had all of
the outstanding Class A Preferred Stock been converted immediately prior to the
record date for such dividend, or if no record date is fixed, the date as of
which the record holders of Common Stock entitled to such dividends are to be
determined.

      Section 2. Liquidation. Upon any liquidation, dissolution or winding up of
the Corporation (whether voluntary or involuntary), each holder of Class A
Preferred Stock shall be entitled to be paid, before any distribution or payment
is made upon any Junior Securities, an amount in cash equal to the aggregate
Liquidation Value of all Shares held by such holder (plus all accrued and unpaid
dividends thereon), and the holders of Class A Preferred Stock shall not be
entitled to any further payment. If upon any such liquidation, dissolution or
winding up of the Corporation the Corporation's assets to be distributed among
the holders of the Class A Preferred Stock hereunder are insufficient to permit
payment to such holders of the aggregate amount which they are entitled to be
paid upon any liquidation, dissolution or winding up of the Corporation, then
the entire assets available to be distributed to the Corporation's stockholders
shall be distributed pro rata among such holders based upon the aggregate
Liquidation Value (plus all accrued and unpaid dividends) of the Class A
Preferred Stock held by each such holder. Prior to the liquidation, dissolution
or winding up of the Corporation, the Corporation shall declare for payment all
accrued and unpaid dividends with respect to the Class A Preferred Stock, but
only to the extent of funds of the Corporation legally available for the payment
of dividends. Not less than 30 days prior to the payment date stated therein,
the Corporation shall mail written notice of any such liquidation, dissolution
or winding up to each record holder of Class A Preferred Stock, setting forth in
reasonable detail the amount of proceeds to be paid with respect to each Share
and each share of Common Stock in connection with such liquidation, dissolution
or winding up. Any (i) sale or transfer by the Corporation of all or
substantially all (as defined in the Revised Model Business Corporation Act) of
its assets on a consolidated basis, (ii) consolidation, merger or reorganization
of the Corporation with or into any other entity or entities as a result of
which the holders of the Corporation's outstanding capital stock possessing the
voting power (under ordinary circumstances) to elect a majority of the Board
immediately prior to such consolidation, merger or reorganization cease to own
the outstanding capital stock of the surviving corporation possessing the voting
power (under ordinary circumstances) to elect a majority of the surviving
corporation's board of directors (any such transaction described in clause (i)
or (ii), a "Fundamental Change") or (iii) issuance by the Corporation or sale or
transfer to any third party of shares of the Corporation's capital stock by the
holders thereof as a result of which the holders of the Corporation's
outstanding capital stock possessing the voting power (under ordinary
circumstances) to elect a majority of the Board immediately prior to such sale
or transfer cease to own the outstanding capital stock of the Corporation
possessing the voting power (under ordinary circumstances) to elect a majority
of the

                                       -4-


Board (any such transaction in this clause (iii), a "Change in Control") shall
be deemed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this Section 2, and the holders of the Class A Preferred
Stock shall be entitled to receive payment from the Corporation of the amounts
payable with respect to the Class A Preferred Stock upon a liquidation,
dissolution or winding up of the Corporation under this Section 2 in
cancellation of their Shares upon the consummation of any such transaction.

      Section 3. Priority of Class A Preferred Stock on Dividends and
Redemptions. So long as any Class A Preferred Stock remains outstanding, without
the prior written consent of the holders of at least a majority of the
outstanding Shares, the Corporation shall not, nor shall it permit any
Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any
Junior Securities, nor shall the Corporation directly or indirectly pay or
declare any dividend or make any distribution upon any Junior Securities, if at
the time of or immediately after any such redemption, purchase, acquisition,
dividend or distribution the Corporation has failed to pay the full amount of
dividends accrued on the Class A Preferred Stock or the Corporation has failed
to make any redemption of the Class A Preferred Stock required hereunder;
provided that (i) the Corporation may redeem or repurchase any capital stock
held by an employee, director or former employee or director of the Corporation
or any of its Subsidiaries, (ii) any recapitalization or exchange of any capital
stock, or any subdivision (by stock split, stock dividend or otherwise) or any
combination (by stock split, stock dividend or otherwise) of any outstanding
shares of the Corporation's capital stock shall not be deemed a redemption,
purchase, acquisition, dividend or distribution within the meaning of this
Section 3 and (iii) the Corporation may redeem, purchase or otherwise acquire
Common Stock for cash or pay or declare dividends or distributions on the Common
Stock in cash in an aggregate amount not to exceed $25 million (provided that
the aggregate amount of such redemptions, purchases, acquisitions, dividends or
distributions paid or payable in any one calendar year shall not exceed the
amount of dividends paid on the Class A Preferred Stock in such year multiplied
by a fraction, the numerator of which shall be equal to the total number of
shares of Common Stock then outstanding immediately prior to any such
redemption, purchase, acquisition, dividend or distribution and the denominator
of which shall be equal to the total number of shares of Common Stock issuable
upon conversion of all of the Shares of Class A Preferred Stock immediately
prior to any such redemption, purchase, acquisition, dividend or distribution).

      Section 4. Redemptions.

      4.1   Optional Redemptions. The Corporation may at any time and from time
to time after August 1, 2005 redeem all or any portion of the Shares of Class A
Preferred Stock then outstanding. Upon any such redemption, the Corporation
shall pay a price per Share equal to the greater of (i) the Market Price thereof
and (ii) the Liquidation Value thereof (plus all accrued and unpaid dividends
thereon) and a premium equal to the following percentage of the Liquidation
Value:

                                       -5-




    Redemption
Occurs on or After         But Prior to          % Premium
- ------------------         ------------          ---------
                                           
  August 1, 2005          August 1, 2006            10%
  August 1, 2006          August 1, 2007             8%
  August 1, 2007          August 1, 2008             6%
  August 1, 2008          August 1, 2009             4%
  August 1, 2009          August 1, 2010             2%
  August 1, 2010                                     0%


      4.2   Redemption upon Request. If the Corporation does not consummate a
Qualifying IPO on or prior to August 1, 2001, the holders of not less than a
majority of the then outstanding Class A Preferred Stock may request redemption
of all of their Shares of Class A Preferred Stock by delivering written notice
of such request to the Corporation. Within five days after receipt of such
request, the Corporation shall give written notice of such request to all other
holders of Class A Preferred Stock, and such other holders may request
redemption of their Shares of Class A Preferred Stock by delivering written
notice to the Corporation within ten days after receipt of the Corporation's
notice. The Corporation shall be required to redeem all Shares with respect to
which such redemption requests have been made at a price per Share equal to the
Liquidation Value thereof (plus all accrued and unpaid dividends thereon) within
30 days after receipt of the initial redemption request. The provisions of this
Section 4.2 shall terminate automatically and be of no further force and effect
upon the consummation of a Qualifying IPO.

      4.3   Redemption Payments. For each Share which is to be redeemed
hereunder, the Corporation shall be obligated on the Redemption Date to pay to
the holder thereof (upon surrender by such holder at the Corporation's principal
office of the certificate representing such Share) an amount in cash determined
in accordance with Section 4.1 or Section 4.2, as the case may be.
Notwithstanding anything to the contrary contained herein, all redemptions
pursuant to this Section 4 will be subject to applicable restrictions contained
in the General Corporation Law of Delaware and in the Corporation's and its
Subsidiaries' debt and equity financing agreements. If, due to any of the
aforementioned restrictions, the funds of the Corporation available for
redemption of Shares on any Redemption Date are insufficient to redeem the total
number of Shares to be redeemed on such date, those funds which are available
free of such restrictions shall be used to redeem the maximum possible number of
Shares pro rata among the holders of the Shares to be redeemed based upon the
aggregate Liquidation Value of such Shares held by each such holder (plus all
accrued and unpaid dividends thereon). At any time thereafter when additional
funds of the Corporation are available free of such restrictions for the
redemption of Shares, such funds shall immediately be used to redeem the balance
of the Shares which the Corporation has become obligated to redeem on any
Redemption Date but which it has not redeemed. Prior to any redemption of Class
A Preferred

                                       -6-


Stock, the Corporation shall declare for payment all accrued and unpaid
dividends with respect to the Shares which are to be redeemed, but only to the
extent of funds of the Corporation available free of such restrictions for the
payment of dividends.

      4.4   Notice of Redemption. Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of any Class A
Preferred Stock (other than a redemption at the request of a holder or holders
of Class A Preferred Stock) to each record holder thereof not more than 60 nor
less than 30 days prior to the date on which such redemption is to be made. In
case fewer than the total number of Shares represented by any certificate are
redeemed, a new certificate representing the number of unredeemed Shares shall
be issued to the holder thereof without cost to such holder within five business
days after surrender of the certificate representing the redeemed Shares.

      4.5   Determination of the Number of Each Holder's Shares to be Redeemed.
Except as otherwise provided herein, the number of Shares of Class A Preferred
Stock to be redeemed from each holder thereof in redemptions hereunder shall be
the number of Shares determined by multiplying the total number of Shares to be
redeemed times a fraction, the numerator of which shall be the total number of
Shares then held by such holder and the denominator of which shall be the total
number of Shares then outstanding.

      4.6   Dividends After Redemption Date. No Share shall be entitled to any
dividends accruing after the date on which the Liquidation Value of such Share
(plus all accrued and unpaid dividends thereon) is paid to the holder of such
Share. On such date, all rights of the holder of such Share shall cease, and
such Share shall no longer be deemed to be issued and outstanding.

      Section 5. Voting Rights. The holders of the Class A Preferred Stock shall
be entitled to notice of all stockholders meetings in accordance with the
Corporation's bylaws, and the holders of the Class A Preferred Stock shall be
entitled to vote on all matters submitted to the stockholders for a vote
together with the holders of the Class A Common Stock, voting together as a
single class, with each share of Class A Common Stock entitled to one vote per
share and each Share of Class A Preferred Stock entitled to one vote for each
share of Class A Common Stock issuable upon conversion of the Class A Preferred
Stock as of the record date for such vote or, if no record date is specified, as
of the date of such vote.

      Section 6. Conversion.

      6.1   Conversion Procedure.

            (i)  At any time and from time to time, any holder of Class A
Preferred Stock may convert any Share of Class A Preferred Stock held by such
holder into a number of shares of Class A Common Stock equal to:

                                     -7-


           [$1,000/Conversion Price] x [90% + (10% x Class L Number)]

            (ii)  Except as otherwise provided herein, each conversion of Class
A Preferred Stock shall be deemed to have been effected as of the close of
business on the date on which the certificate or certificates representing the
Class A Preferred Stock to be converted have been surrendered for conversion at
the principal office of the Corporation. At the time any such conversion has
been effected, the rights of the holder of the Shares converted as a holder of
Class A Preferred Stock shall cease and the Person or Persons in whose name or
names any certificate or certificates for shares of Common Stock are to be
issued upon such conversion shall be deemed to have become the holder or holders
of record of the shares of Common Stock represented thereby.

            (iii) The conversion rights of any Share subject to redemption
hereunder shall terminate on the Redemption Date for such Share unless the
Corporation has failed to pay to the holder thereof all amounts due to such
holder in connection with any such redemption.

            (iv)  Notwithstanding any other provision hereof, if a conversion of
Class A Preferred Stock is to be made in connection with an Initial Public
Offering or other transaction affecting the Corporation, the conversion of any
Shares of Class A Preferred Stock may, at the election of the holder thereof, be
conditioned upon the consummation of such transaction, in which case such
conversion shall not be deemed to be effective until such transaction has been
consummated.

            (v)   As soon as possible after a conversion has been effected (but
in any event within five business days in the case of subparagraph (a) below),
the Corporation shall deliver to the converting holder:

                  (a)   a certificate or certificates representing the number of
                  shares of Common Stock issuable by reason of such conversion
                  in such name or names and such denomination or denominations
                  as the converting holder has specified;

                  (b)   payment in an amount equal to all accrued dividends with
                  respect to each Share converted which have not been paid prior
                  thereto, plus the amount payable under subparagraph (x) below
                  with respect to such conversion; and

                  (c)   a certificate representing any Shares of Class A
                  Preferred Stock which were represented by the certificate or
                  certificates delivered to the Corporation in connection with
                  such conversion but which were not converted.

                                       -8-


            (vi)  The Corporation shall declare the payment of all dividends
payable under Subsection 6.1(v)(b) above. If the Corporation is not permitted
under applicable law or any restriction contained in the Corporation's and its
Subsidiaries' debt and equity financing agreements to pay any portion of the
accrued and unpaid dividends on the Class A Preferred Stock being converted, the
Corporation shall pay such dividends to the converting holder as soon thereafter
as funds of the Corporation are available free of any such restrictions or
prohibition of applicable law for such payment.

            (vii) The issuance of certificates for shares of Common Stock upon
conversion of Class A Preferred Stock shall be made without charge to the
holders of such Class A Preferred Stock for any issuance tax in respect thereof
or other cost incurred by the Corporation in connection with such conversion and
the related issuance of shares of Common Stock. Upon conversion of each Share of
Class A Preferred Stock, the Corporation shall take all such actions as are
necessary in order to insure that the Common Stock issuable with respect to such
conversion shall be validly issued, fully paid and nonassessable, free and clear
of all taxes, liens, charges and encumbrances with respect to the issuance
thereof.

            (viii) The Corporation shall not close its books against the
transfer of Class A Preferred Stock or of Common Stock issued or issuable upon
conversion of Class A Preferred Stock in any manner which interferes with the
timely conversion of Class A Preferred Stock.

            (ix)  The Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, solely for the
purpose of issuance upon the conversion of the Class A Preferred Stock, such
number of shares of Common Stock issuable upon the conversion of all outstanding
Class A Preferred Stock. All shares of Common Stock which are so issuable shall,
when issued, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges. The Corporation shall not take any action
which would cause the number of authorized but unissued shares of Common Stock
to be less than the number of such shares required to be reserved hereunder for
issuance upon conversion of the Class A Preferred Stock.

            (x)   If any fractional interest in a share of Common Stock would,
except for the provisions of this subparagraph, be delivered upon any conversion
of the Class A Preferred Stock, the Corporation, in lieu of delivering the
fractional share therefor, shall pay an amount to the holder thereof equal to
the Market Price of such fractional interest as of the date of conversion.

            (xi)  If the shares of Common Stock issuable by reason of conversion
of Class A Preferred Stock are convertible into or exchangeable for any other
stock or securities of the Corporation, the Corporation shall, at the converting
holder's option, upon surrender of the Shares to be converted by such holder as
provided herein together with any notice, statement or payment required to
effect such conversion or exchange of Common Stock, deliver to such holder or as
otherwise specified by such holder a certificate or certificates representing
the stock or securities into which the shares of Common Stock issuable by reason
of such conversion are so convertible or

                                       -9-


exchangeable, registered in such name or names and in such denomination or
denominations as such holder has specified.

      6.2   Adjustment to Conversion Price.

            (i)   In order to prevent dilution of the conversion rights granted
under this Section 6, the Conversion Price shall be subject to adjustment from
time to time pursuant to this Section 6.2.

            (ii)  If and whenever on or after the original date of issuance of
the Class A Preferred Stock the Corporation issues or sells, or in accordance
with Section 6.3 is deemed to have issued or sold, any shares of its Common
Stock for a consideration per share less than the Conversion Price in effect
immediately prior to the time of such issue or sale, then immediately upon such
issue or sale or deemed issue or sale the Conversion Price shall be reduced to
the Conversion Price determined by dividing (a) the sum of (1) the product
derived by multiplying the Conversion Price in effect immediately prior to such
issue or sale by the number of shares of Common Stock Deemed Outstanding
immediately prior to such issue or sale, plus (2) the consideration, if any,
received by the Corporation upon such issue or sale, by (b) the number of shares
of Common Stock Deemed Outstanding immediately after such issue or sale.

            (iii) Notwithstanding the foregoing, there shall be no adjustment in
the Conversion Price as a result of any issue or sale (or deemed issue or sale)
of any shares of Common Stock to (A) employees, officers or directors of the
Corporation and its Subsidiaries pursuant to stock option plans, stock ownership
plans or agreements or other incentive stock arrangements approved by the Board
or (B) unaffiliated third party financing sources, so long as such issuances or
sales (or deemed issuances or sales) to unaffiliated third party financing
sources for a consideration per share less than the Conversion Price does not
exceed 10% of the Corporation's Common Stock.

      6.3 Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under Section 6.2, the following shall
be applicable:

            (i)   Issuance of Rights or Options. If the Corporation in any
manner grants or sells any Options and the price per share for which Common
Stock is issuable upon the exercise of such Options, or upon conversion or
exchange of any Convertible Securities issuable upon exercise of such Options,
is less than the Conversion Price in effect immediately prior to the time of the
granting or sale of such Options, then the total maximum number of shares of
Common Stock issuable upon the exercise of such Options or upon conversion or
exchange of the total maximum amount of such Convertible Securities issuable
upon the exercise of such Options shall be deemed to be outstanding and to have
been issued and sold by the Corporation at the time of the granting or sale of
such Options for such price per share. For purposes of this paragraph, the
"price per share for which Common Stock is issuable" shall be determined by
dividing (A) the total amount, if any, received or receivable by the Corporation
as consideration for the granting or sale of such Options, plus the minimum
aggregate amount of additional consideration payable to the Corporation upon
exercise of all such Options, plus in the case of such Options which relate to
Convertible Securities,

                                      -10-


the minimum aggregate amount of additional consideration, if any, payable to the
Corporation upon the issuance or sale of such Convertible Securities and the
conversion or exchange thereof, by (B) the total maximum number of shares of
Common Stock issuable upon the exercise of such Options or upon the conversion
or exchange of all such Convertible Securities issuable upon the exercise of
such Options. No further adjustment of the Conversion Price shall be made when
Convertible Securities are actually issued upon the exercise of such Options or
when Common Stock is actually issued upon the exercise of such Options or the
conversion or exchange of such Convertible Securities.

            (ii)  Issuance of Convertible Securities. If the Corporation in any
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon conversion or exchange thereof is less than
the Conversion Price in effect immediately prior to the time of such issue or
sale, then the maximum number of shares of Common Stock issuable upon conversion
or exchange of such Convertible Securities shall be deemed to be outstanding and
to have been issued and sold by the Corporation at the time of the issuance or
sale of such Convertible Securities for such price per share. For the purposes
of this paragraph, the "price per share for which Common Stock is issuable"
shall be determined by dividing (A) the total amount received or receivable by
the Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (B)
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities. No further adjustment of the
Conversion Price shall be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Conversion Price had been or are to be made pursuant to
other provisions of this Section 6, no further adjustment of the Conversion
Price shall be made by reason of such issue or sale.

            (iii) Change in Option Price or Conversion Rate. If the purchase
price provided for in any Options, the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities or the rate at
which any Convertible Securities are convertible into or exchangeable for Common
Stock changes at any time, the Conversion Price in effect at the time of such
change shall be immediately adjusted to the Conversion Price which would have
been in effect at such time had such Options or Convertible Securities still
outstanding provided for such changed purchase price, additional consideration
or conversion rate, as the case may be, at the time initially granted, issued or
sold. For purposes of Section 6.3, if the terms of any Option or Convertible
Security which was outstanding as of the date of issuance of the Class A
Preferred Stock are changed in the manner described in the immediately preceding
sentence, then such Option or Convertible Security and the Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such change.

            (iv)  Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Security without the exercise of any such
Option or right, the Conversion Price then in effect

                                      -11-


hereunder shall be adjusted immediately to the Conversion Price which would have
been in effect at the time of such expiration or termination had such Option or
Convertible Security, to the extent outstanding immediately prior to such
expiration or termination, never been issued. For purposes of Section 6.3, the
expiration or termination of any Option or Convertible Security which was
outstanding as of the date of issuance of the Class A Preferred Stock shall not
cause the Conversion Price hereunder to be adjusted unless, and only to the
extent that, a change in the terms of such Option or Convertible Security caused
it to be deemed to have been issued after the date of issuance of the Class A
Preferred Stock.

            (v)   Calculation of Consideration Received. If any Common Stock,
Option or Convertible Security is issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor shall be deemed to be the
amount received by the Corporation therefor (net of discounts, commissions and
related expenses). If any Common Stock, Option or Convertible Security is issued
or sold for a consideration other than cash, the amount of the consideration
other than cash received by the Corporation shall be the fair value of such
consideration, except where such consideration consists of securities, in which
case the amount of consideration received by the Corporation shall be the Market
Price thereof as of the date of receipt. If any Common Stock, Option or
Convertible Security is issued to the owners of the non-surviving entity in
connection with any merger in which the Corporation is the surviving
corporation, the amount of consideration therefor shall be deemed to be the fair
value of such portion of the net assets and business of the non-surviving entity
as is attributable to such Common Stock, Option or Convertible Security, as the
case may be. The fair value of any consideration other than cash and securities
shall be determined by the Board in its reasonable good faith judgment.

            (vi)  Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $0.01.

            (vii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation or any Subsidiary, and the disposition of any
shares so owned or held shall be considered an issue or sale of Common Stock.

            (viii) Record Date. If the Corporation takes a record of the holders
of Common Stock for the purpose of entitling them (a) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

                                      -12-



      6.4   Subdivision or Combination of Common Stock. If the Corporation at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

      6.5   Notices. Immediately upon any adjustment of the Conversion Price,
the Corporation shall give written notice thereof to all holders of Class A
Preferred Stock, setting forth in reasonable detail and certifying the
calculation of such adjustment.

      6.6   Mandatory Conversion. Upon the consummation of a Qualifying IPO, all
of the then outstanding Shares of Class A Preferred Stock shall be automatically
converted into Common Stock at the then effective Conversion Price. Any such
automatic conversion shall only be effected at the time of and subject to the
closing of such Qualifying IPO and upon written notice of such automatic
conversion delivered to all holders of Class A Preferred Stock at least seven
days prior to such closing.

      Section 7. Protective Provisions. As long as any Shares of Class A
Preferred Stock are outstanding, the Corporation shall not without first
obtaining the written consent of the holders of at least 66 2/3% of the then
outstanding Shares of Class A Preferred Stock:

            (1)   amend or change the rights, preferences, privileges or powers
                  of, or the restrictions provided for the benefit of, the Class
                  A Preferred Stock;

            (2)   authorize, create or issue any new shares of any class of
                  capital stock or any security convertible into or exercisable
                  for any such class of capital stock having a preference
                  superior to the Class A Preferred Stock with respect to
                  dividends or liquidation rights or liquidation preferences,
                  other than the issuance of any shares of the Corporation's
                  Senior Preferred Stock, par value $.01 per share; or

            (3)   reclassify any outstanding shares of capital stock into any
                  class of capital stock or any security convertible into or
                  exercisable for any such class of capital stock having a
                  preference superior to the Class A Preferred Stock with
                  respect to dividends or liquidation rights or liquidation
                  preferences.

      Section 8. Registration of Transfer. The Corporation shall keep at its
principal office a register for the registration of Class A Preferred Stock.
Upon the surrender of any certificate representing Class A Preferred Stock at
such place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Shares represented by

                                      -13-


the surrendered certificate. Each such new certificate shall be registered in
such name and shall represent such number of Shares as is requested by the
holder of the surrendered certificate and shall be substantially identical in
form to the surrendered certificate, and dividends shall accrue on the Class A
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such Class A Preferred Stock represented by
the surrendered certificate.

      Section 9. Replacement. Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder shall be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing Shares of Class A Preferred Stock, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation, or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of Shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate, and dividends shall accrue on the
Class A Preferred Stock represented by such new certificate from the date to
which dividends have been fully paid on such lost, stolen, destroyed or
mutilated certificate.

      Section 10. Amendment and Waiver. No amendment, modification or waiver
shall be binding or effective with respect to any provision of this Part C to
Article IV hereof without the prior written consent of the holders of at least
66-2/3% of the Class A Preferred Stock outstanding at the time such action is
taken.

      Section 11. Notices. Except as otherwise expressly provided hereunder, all
notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).

                            D. SENIOR PREFERRED STOCK

      105,000 shares of the Corporation's Preferred Stock shall be designated as
Class B Preferred Stock, par value $0.01 per share (the "Senior Preferred
Stock").

      The Senior Preferred Stock shall have the following rights, preferences
and privileges, subject to the following restrictions, limitations and
qualifications.

      Section 1. Voting Rights. Except as otherwise provided in this Part D or
as otherwise required by applicable law, the holders of Senior Preferred Stock
shall have no right to vote on any matters to be voted on by the stockholders of
the Corporation.

                                      -14-


      Section 2. Dividends.

      2.1 General Obligation. When and as declared by the Corporation's Board of
Directors and to the extent permitted under the General Corporation Law of
Delaware, the Corporation shall pay preferential dividends to the holders of the
Senior Preferred Stock as provided in this Section 2. Dividends on each share of
the Senior Preferred Stock (a "Share" for purposes of this Part D of Article
Four) shall accrue on a daily basis at the rate of 12.5% per annum of the sum of
the Stated Value thereof plus all accumulated and unpaid dividends thereon from
and including the date of issuance of such Share to and including the first to
occur of (i) the date on which the Stated Value of such Share (plus all accrued
and unpaid dividends thereon) is paid to the holder thereof in connection with
the liquidation of the Corporation or the redemption of such Share by the
Corporation or (ii) the date on which such Share is otherwise acquired by the
Corporation. Such dividends shall accrue whether or not they have been declared
and whether or not there are profits, surplus or other funds of the Corporation
legally available for the payment of dividends. The date on which the
Corporation initially issues any Share shall be deemed to be its "date of
issuance" regardless of the number of times transfer of such Share is made on
the stock records maintained by or for the Corporation and regardless of the
number of certificates which may be issued to evidence such Share.

      2.2 Accumulation of Dividends: Dividend Payment Dates. All dividends which
have accrued on each Share of Senior Preferred Stock outstanding during each
six-month period ending February 1 and August 1, commencing February 1, 2000 and
on or prior to August 1, 2004 will not be paid in cash, but will be capitalized
as accumulated and unpaid dividends on the Senior Preferred Stock with respect
to each Share until paid to the holder thereof. All dividends accruing on each
Share of Senior Preferred Stock from and after August 1, 2004, shall be paid in
cash, semi-annually on February 1 and August 1, beginning February 1, 2005.

      2.3 Distribution of Partial Dividend Payments. Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Senior Preferred Stock, such
payment shall be distributed pro rata among the holders thereof based upon the
aggregate accrued but unpaid dividends on the Shares held by each such holder.

      2.4 In Event of Default. In the event the Corporation fails, either in
whole or in part, to pay, when due, any dividend or other amount required by
this Certificate of Incorporation to be paid with respect to the Senior
Preferred Stock (an "Event of Default"), then from and after the due date of
such dividend or other payment until such dividend or other payment has been
paid in full: (i) the dividend rate on the Senior Preferred Stock shall increase
immediately by an increment of two and one-half percent (2.5%) per annum (the
"Default Rate") and (ii) the holders of a majority of the Senior Preferred Stock
then outstanding shall have the sole and exclusive right to nominate, and the
holders of the Senior Preferred Stock voting as a separate class will have the
sole and exclusive right to elect, one member of the Corporation's Board of
Directors, which right shall be in addition to any other rights of the holders
of the Senior Preferred Stock in any other capacity to nominate, elect or vote
with respect to the election of the directors of the Corporation pursuant to
this Certificate of

                                      -15-


Incorporation or any agreement with the Corporation and/or its shareholders.
Dividends shall accrue at the Default Rate, and the director so nominated and
elected by the holders of the Senior Preferred Stock shall serve, until such
time as there is no longer any Event of Default in existence, at which time the
special right of the holders of the Senior Preferred Stock to nominate and elect
one member of the Corporation's Board of Directors shall terminate subject to
revesting upon the occurrence and continuation of any Event of Default which
gives rise to such special right hereunder.

      Section 3. Liquidating Distributions. At the time of each Liquidating
Distribution, the holders of the Senior Preferred Stock shall be entitled to
receive all or a portion of such Liquidating Distribution (ratably among such
holders based upon the number of Shares of Senior Preferred Stock held by each
such holder as of the time of such Liquidating Distribution) equal to the
aggregate Liquidation Preference on the outstanding Shares of Senior Preferred
Stock as of the time of such Liquidating Distribution, and no Liquidating
Distribution or any portion thereof shall be made with respect to the Class A
Preferred Stock or the Common Stock until the entire amount of the Liquidation
Preference on the outstanding Shares of Senior Preferred Stock as of the time of
such Liquidating Distribution has been paid in full. The Liquidating
Distributions made pursuant to this Section 3 to the holders of the Senior
Preferred Stock shall constitute a payment of Liquidation Preference on Senior
Preferred Stock.

      Section 4. Non-Liquidating Distributions. At the time of each
Non-Liquidating Distribution, the holders of the Senior Preferred Stock shall be
entitled to receive all or a portion of such Non-Liquidating Distribution
(ratably among such holders based upon the number of Shares of Senior Preferred
Stock held by each such holder as of the time of such Non-Liquidating
Distribution) equal to the aggregate amount of accrued but unpaid cash dividends
required to be paid pursuant to the last sentence of Section 2.2 of this Part D
of this Article Four on the outstanding Shares of Senior Preferred Stock as of
the time of such Non-Liquidating Distribution, and no Non-Liquidating
Distribution or any portion thereof shall be paid with respect to the Class A
Preferred Stock or the Common Stock until the entire amount of the accrued but
unpaid cash dividends required to be paid pursuant to the last sentence of
Section 2.2 of this Part D of this Article Four on the outstanding Shares of
Senior Preferred Stock as of the time of such Non-Liquidating Distribution has
been paid in full. The Non-Liquidating Distributions made pursuant to this
Section 4 to the holders of the Senior Preferred Stock shall constitute a
payment of dividends on Senior Preferred Stock.

      Notwithstanding any other provision in this Certificate of Incorporation
to the contrary, prior to the date on which the Stated Value of each Share of
Senior Preferred Stock, plus all accrued and unpaid dividends thereon, is paid
in full to the holder thereof in connection with the redemption of such Share or
otherwise or such Share is otherwise acquired by the Corporation, the
Corporation shall not make Non-Liquidating Distributions which would result in
cash, property or securities of the Corporation in excess of $25 million being
distributed to the holders of Common Stock.

                                      -16-


      Section 5. Redemption.

      5.1 Optional Redemption. The Corporation shall have the right to redeem
all or any portion of the Shares of Senior Preferred Stock then outstanding from
the holders thereof by notice to such holders at a redemption price per Share,
to be paid in cash, equal to the Liquidation Preference.

      5.2 Mandatory Redemption. On August 1, 2010 (the "Mandatory Redemption
Date"), the Corporation shall redeem all of the Senior Preferred Stock then
outstanding from the holders thereof, at a redemption price per Share, to be
paid in cash, equal to the Liquidation Preference.

      5.3 Redemption Procedures. In the event of a redemption pursuant to
Section 5.1 or Section 5.2, the Corporation shall deliver notice of such
redemption to each holder of record of the Senior Preferred Stock to be redeemed
(determined as of the close of business on the business day next preceding the
day on which such notice is given), at the address shown on the records of the
Corporation for such holder or given by such holder to this Corporation for
notice purposes, or if no such address appears or is given, at the address of
the Corporation's principal executive offices. Such notice (i) shall notify such
holder of the redemption to be effected, specify the number of Shares to be
redeemed from such holder, the date of the redemption (which date shall be not
less than thirty (30) nor more than sixty (60) days after the date the notice is
given) (the "Senior Preferred Stock Redemption Date"), and the manner in which
payment may be obtained, and (ii) shall call upon such holder to surrender to
the Corporation, at the Corporation's principal executive offices, in the manner
designated, the certificate or certificates representing the Shares of Senior
Preferred Stock to be redeemed (the "Redemption Notice"). On or after the Senior
Preferred Stock Redemption Date, (x) each holder of Senior Preferred Stock to be
redeemed shall surrender to the Corporation the certificate or certificates
representing such Shares in the manner and at the place designated in the
Redemption Notice, (y) the applicable redemption price shall forthwith be paid
to the order of the person whose name appears on such certificate or
certificates as the owner thereof, either by wire transfer of immediately
available funds to such account as the holder may direct or by delivery of a
check (drawn on the New York City or San Francisco, California branch of a bank
chartered under the laws of the United States of America or any state thereof)
to the holder in the manner prescribed for notices in this Article Four and (z)
each certificate so surrendered shall be canceled. In the event that fewer than
all of the Shares represented by any certificate surrendered pursuant to clause
(x) of this Section 5.3 are redeemed, a new certificate representing the
unredeemed Shares shall forthwith be issued and delivered to the holder in the
manner prescribed for notices in this Article Four.

      5.4 Insufficient Funds. If the funds of the Corporation legally available
for redemption of the Senior Preferred Stock on the Mandatory Redemption Date
are insufficient to redeem the total number of Shares of Senior Preferred Stock
to be redeemed on such date, those funds which are legally available will be
used to redeem the maximum possible number of such Shares ratably among the
holders of such Shares to be redeemed. The Shares of Senior Preferred Stock not
redeemed shall remain outstanding and shall be entitled to dividends at the
Default Rate and shall otherwise be entitled to all the rights and preferences
provided in this Certificate. At any time

                                      -17-


thereafter when additional funds of the Corporation are legally available for
the redemption of the previously unredeemed Shares of Senior Preferred Stock,
such funds will immediately be used to redeem the balance of the Shares which
the Corporation has become obligated to redeem on the Mandatory Redemption Date
but which it has not redeemed. For purposes of Section 2.4 of Part D of Article
Four, the failure to redeem all of the Shares of Senior Preferred Stock to be
redeemed at the Mandatory Redemption Date and to pay in full the Liquidation
Preference for such Shares of Senior Preferred Stock on such date shall be
treated as an Event of Default entitling the holders of the Senior Preferred
Stock to the rights set forth therein until such Shares have been redeemed, and
the Liquidation Preference has been paid in full.

      5.5 Status of Redeemed Stock. In the event that any Shares of Senior
Preferred Stock are redeemed pursuant to this Section 5, the Shares so redeemed
shall be canceled. No Share of Senior Preferred Stock is entitled to any
Distributions accruing after the date on which the Liquidation Preference is
paid to the holder thereof. On such date all rights of the holder of such Share
of Senior Preferred Stock shall cease, and such Share of Senior Preferred Stock
shall not be deemed to be outstanding.

      Section 6. Protective Provisions. As long as any Shares of Senior
Preferred Stock are outstanding, the Corporation shall not without first
obtaining the written consent of the holders of at least a majority of the then
outstanding Shares of Senior Preferred Stock:

      (1)   alter or change the rights, preferences or privileges of any shares
            of Senior Preferred Stock;

      (2)   except as may be required pursuant to Section 2.5 of that certain
            Recapitalization Agreement dated as of March 13, 1999, as the same
            be amended from time to time, by and among the Corporation, Hyundai
            Electronics Industries Co., Ltd., Hyundai Electronics America and
            ChipPAC Merger Corp., increase the total number of authorized shares
            of Senior Preferred Stock or issue or authorize the issuance of any
            additional Shares of Senior Preferred Stock; or

      (3)   authorize or issue, or obligate itself to issue, any other equity
            security (including any other security convertible into or
            exercisable for any equity security) having a preference over or
            being on a parity with the Senior Preferred Stock with respect to
            dividends or liquidation rights or liquidation preferences.

      Section 7. No Impairment. The Corporation shall not, by amendment of its
Certificate of Incorporation or Bylaws or through any reorganization,
recapitalization, transfer of assets, consolidation, merger or other business
combination transaction, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed under Part D of this Article Four by the
Corporation, but will at all times in good faith assist in the carrying out of
all provisions of Part D of Article Four and

                                      -18-


in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the holders of the Senior Preferred Stock under this
Certificate against impairment.

      Section 8. Registration of Transfer. The Corporation shall keep at its
principal office (or such other place as the Corporation reasonably designates)
a register for the registration of the Senior Preferred Stock. Upon the
surrender of any certificate representing shares of Senior Preferred Stock at
such place, the Corporation shall, at the request of the registered holder of
such certificate, execute and deliver a new certificate or certificates in
exchange therefor representing in the aggregate the number of shares represented
by the surrendered certificate and the Corporation forthwith shall cancel such
surrendered certificate. Each such new certificate will be registered in such
name and will represent such number of shares as is requested by the holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate. The issuance of new certificates shall be made without
charge to the holders of the surrendered certificates for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection with
such issuance.

      Section 9. Replacement. Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder will be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing one or more shares of any class of Senior Preferred
Stock, and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Corporation, or, in the case of any
such mutilation upon surrender of such certificate, the Corporation shall (at
its expense) execute and deliver in lieu of such certificate a new certificate
of like kind representing the number of shares of Senior Preferred Stock
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

      Section 10. Notices. All notices referred to herein shall be in writing,
shall be delivered personally or by first class mail, postage prepaid, and shall
be deemed to have been given when so delivered or mailed to the Corporation at
its principal executive offices and to any stockholder at such holder's address
as it appears in the stock records of the Corporation (unless otherwise
specified in a written notice to the Corporation by such holder).

      Section 11. Amendment and Waiver. No amendment as to any terms or
provisions of, or for the benefit of, the Senior Preferred Stock that adversely
affects the powers, preferences or special rights of the Senior Preferred Stock
shall be effective without the prior consent of the holders of a majority of the
then outstanding shares of Senior Preferred Stock, voting as a single class.

                           E. CLASS C PREFERRED STOCK

            8,750 shares of the Corporation's Preferred Stock shall be
designated as Class C-l Convertible Preferred Stock, par value $.01 per share
(the "Class C-l Preferred Stock") and 8,750 shares of the Corporation's
Preferred Stock shall be designated as Class C-2 Convertible Preferred Stock,
par value $.01 per share (the "Class C-2 Preferred Stock" and together with the
Class C-l Preferred Stock, the "Class C Preferred Stock").

                                      -19-


            The Class C Preferred Stock shall have the following rights,
preferences and privileges, subject to the following restrictions, limitations
and qualifications.

            Section 1. Dividends.

            1.1 General Obligation. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the General Corporation Law
of California, the Corporation shall pay preferential dividends in cash to the
holders of the Class C Preferred Stock as provided in this Section 1. Dividends
on each share of the Class C Preferred Stock (a "Share" for purposes of this
Part E of Article Four) shall accrue on a daily basis at the rate of 5% per
annum of the sum of the Liquidation Value thereof plus all accumulated and
unpaid dividends thereon from and including the date of issuance of such Share
to and including the first to occur of (i) the date on which the Liquidation
Value of such Share (plus all accrued and unpaid dividends thereon) is paid to
the holder thereof in connection with the liquidation of the Corporation or the
redemption of such Share is effected by the Corporation, (ii) the date on which
such Share is converted into shares of Conversion Stock hereunder or (iii) the
date on which such Share is otherwise acquired by the Corporation. Such
dividends shall accrue whether or not they have been declared and whether or not
there are profits, surplus or other funds of the Corporation legally available
for the payment of dividends, and such dividends shall be cumulative. The date
on which the Corporation initially issues any Share shall be deemed to be its
"date of issuance" regardless of the number of times transfer of such Share is
made on the stock records maintained by or for the Corporation and regardless of
the number of certificates which may be issued to evidence such Share.

            1.2 Dividend Reference Dates. To the extent not paid on June 30 of
each year, beginning June 30, 2001 (the "Class C Preferred Stock Dividend
Reference Date"), all dividends which have accrued on each Share outstanding
during the twelve-month period (or other period in the case of the initial Class
C Preferred Stock Dividend Reference Date) ending upon each such Class C
Preferred Stock Dividend Reference Date shall be accumulated and shall remain
accumulated dividends with respect to such Share until paid to the holder
thereof.

            1.3 Distribution of Partial Dividend Payments. Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Class C Preferred Stock, such
payment shall be distributed pro rata among the holders thereof based upon the
aggregate accrued but unpaid dividends on the Shares held by each such holder.

            Section 2. Liquidation.

            Upon any liquidation, dissolution or winding up of the Corporation
(whether voluntary or involuntary), each holder of Class C Preferred Stock shall
be entitled to be paid, before any distribution or payment is made upon any
Junior Securities, an amount in cash equal to the aggregate Liquidation Value of
all Shares held by such holder (plus all accrued and unpaid dividends thereon),
and the holders of Class C Preferred Stock shall not be entitled to any further
payment.

                                      -20-


If Upon any such liquidation, dissolution or winding up of the Corporation the
Corporation's assets to be distributed among the holders of the Class C
Preferred Stock hereunder are insufficient to permit payment to such holders of
the aggregate amount which they are entitled to be paid upon any liquidation,
dissolution or winding up of the Corporation, then the entire assets available
to be distributed to the Corporation's stockholders shall be distributed pro
rata among such holders based upon the aggregate Liquidation Value (plus all
accrued and unpaid dividends) of the Class C Preferred Stock held by each such
holder. Prior to the liquidation, dissolution or winding up of the Corporation,
the Corporation shall declare for payment all accrued and unpaid dividends with
respect to the Class C Preferred Stock, but only to the extent of funds of the
Corporation legally available for the payment of dividends. Not less than 30
days prior to the payment date stated therein, the Corporation shall mail
written notice of any such liquidation, dissolution or winding up to each record
holder of Class C Preferred Stock, setting forth in reasonable detail the amount
of proceeds to be paid with respect to each Share and each share of Common Stock
in connection with such liquidation, dissolution or winding up. At the election
of the Corporation, any (i) sale or transfer by the Corporation of all or
substantially all (as defined in the Revised Model Business Corporation Act) of
its assets on a consolidated basis, (ii) consolidation, merger or reorganization
of the Corporation with or into any other entity or entities as a result of
which the holders of the Corporation's outstanding capital stock possessing the
voting power (under ordinary circumstances) to elect a majority of the
Corporation's board of directors immediately prior to such consolidation, merger
or reorganization cease to own the outstanding capital stock of the surviving
corporation possessing the voting power (under ordinary circumstances) to elect
a majority of the surviving corporation's board of directors or (iii) issuance
by the Corporation or sale or transfer to any third party of shares of the
Corporation's capital stock by the holders thereof as a result of which the
holders of the Corporation's outstanding capital stock possessing the voting
power (under ordinary circumstances) to elect a majority of the Corporation's
board of directors immediately prior to such sale or transfer cease to own the
outstanding capital stock of the Corporation possessing the voting power (under
ordinary circumstances) to elect a majority of the Corporation's board of
directors shall be deemed to be a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section 2, and the holders of the Class C
Preferred Stock shall be entitled to receive payment from the Corporation of the
amounts payable with respect to the Class C Preferred Stock upon a liquidation,
dissolution or winding up of the Corporation under this Section 2 in
cancellation of their Shares upon the consummation of any such transaction.

            Section 3. Priority of Class C Preferred Stock on Dividends and
Redemptions.

            So long as any Class C Preferred Stock remains outstanding, without
the prior written consent of the holders of at least a majority of the
outstanding Shares, the Corporation shall not, nor shall it permit any
Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any
Junior Securities, nor shall the Corporation directly or indirectly pay or
declare any dividend or make any distribution upon any Junior Securities;
provided that (i) the Corporation may redeem or repurchase any capital stock
held by an employee or director of the Corporation or its Subsidiaries following
such person's termination of service with the Corporation or any of its
Subsidiaries and (ii) any recapitalization or exchange of any capital stock, or
any subdivision (by stock split, stock

                                      -21-


dividend or otherwise) or any combination (by stock split, stock dividend or
otherwise) of any outstanding shares of the Corporation's capital stock pursuant
to which holders of Junior Securities receive solely Junior Securities shall not
be deemed a redemption , purchase, acquisition, dividend or distribution within
the meaning of this Section 3.

            Section 4. Redemptions.

            4.1 Redemption upon Request. If the Corporation does not consummate
an Initial Public Offering on or prior to June 30, 2003, the holders of not less
than a majority of the then outstanding Class C Preferred Stock may request
redemption of all of their Shares by delivering written notice of such request
to the Corporation. Within five days after receipt of such request, the
Corporation shall give written notice of such request to all other holders of
Class C Preferred Stock, and such other holders may request redemption of their
Shares by delivering written notice to the Corporation within ten days after
receipt of the Corporation's notice. The Corporation shall be required to redeem
all Shares with respect to which such redemption requests have been made at a
price per Share equal to the Liquidation Value thereof (plus all accrued and
unpaid dividends thereon) within 30 days after receipt of the initial redemption
request. The provisions of this Section 4.1 shall terminate automatically and be
of no further force and effect upon the consummation of an Initial Public
Offering.

            4.2 Redemption Payments. For each Share which is to be redeemed
hereunder, the Corporation shall be obligated on the Redemption Date to pay to
the holder thereof (upon surrender by such holder at the Corporation's principal
office of the certificate representing such Share) an amount in cash determined
in accordance with Section 4.1. Notwithstanding anything to the contrary
contained herein, all redemptions pursuant to this Section 4 will be subject to
applicable restrictions contained in the General Corporation Law of California
and in the Corporation's and its Subsidiaries' debt financing agreements. If,
due to any of the aforementioned restrictions, the funds of the Corporation
available for redemption of Shares on any Redemption Date are insufficient to
redeem the total number of Shares to be redeemed on such date, those funds which
are available free of such restrictions shall be used to redeem the maximum
possible number of Shares pro rata among the holders of the Shares to be
redeemed based upon the aggregate Liquidation Value of such Shares held by each
such holder (plus all accrued and unpaid dividends thereon). At any time
thereafter when additional funds of the Corporation are available free of such
restrictions for the redemption of Shares, such funds shall immediately be used
to redeem the balance of the Shares which the Corporation has become obligated
to redeem on any Redemption Date but which it has not redeemed. Prior to any
redemption of Class C Preferred Stock, the Corporation shall declare for payment
all accrued and unpaid dividends with respect to the Shares which are to be
redeemed, but only to the extent of funds of the Corporation available free of
such restrictions for the payment of dividends.

            4.3 Notice of Redemption. Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of any Class C
Preferred Stock to each record holder thereof not more than 60 nor less than 30
days prior to the date on which such redemption is to be

                                      -22-


made. In case fewer than the total number of Shares represented by any
certificate are redeemed, a new certificate representing the number of
unredeemed Shares shall be issued to the holder thereof without cost to such
holder within five business days after surrender of the certificate representing
the redeemed Shares.

            4.4 Determination of the Number of Each Holder's Shares to be
Redeemed. Except as otherwise provided herein, the number of Shares to be
redeemed from each holder thereof in redemptions hereunder shall be the number
of Shares determined by multiplying the total number of Shares to be redeemed
times a fraction, the numerator of which shall be the total number of Shares
then held by such holder and the denominator of which shall be the total number
of Shares then outstanding.

            4.5 Dividends After Redemption Date. No Share shall be entitled to
any dividends accruing after the date on which the Liquidation Value of such
Share (plus all accrued and unpaid dividends thereon) is paid to the holder of
such Share. On such date, all rights of the holder of such Share shall cease,
and such Share shall no longer be deemed to be issued and outstanding. If the
Corporation is not permitted under applicable law or any restriction contained
in the Corporation's or its Subsidiaries' debt financing agreements to pay any
portion of the accrued and unpaid dividends on the Class C Preferred Stock being
redeemed, the Corporation shall pay such dividends to the holder as soon
thereafter as funds of the Corporation are available free of any such
restrictions or prohibition of applicable law for such payment.

            Section 5. Voting Rights.

            Except as otherwise provided in this Certificate of Incorporation
(the "Certificate") and as otherwise required by applicable law, the Class C
Preferred Stock shall have no voting rights; provided that each holder of Class
C Preferred Stock shall be entitled to notice of all shareholders meetings and
to receive copies of all materials provided to shareholders in connection with
such meetings at the same time and in the same manner as notice is given to all
shareholders entitled to such meetings and shall be entitled to attend such
meetings.

            Section 6. Conversion.

            6.1   Conversion Procedure.

                  (i) Concurrently with the consummation of an Initial Public
Offering, each Share shall automatically be converted into a number of shares of
Conversion Stock determined by (A) in the case of each share of Class C-1
Preferred Stock, by dividing the sum of $1,000.00 plus the amount of accrued and
unpaid dividends per share through the date of conversion, whether or not
declared and whether or not there are profits, surplus or other funds of the
Corporation legally available for the payment of dividends, by the IPO Price and
(B) in the case of each share of Class C-2 Preferred Stock, by dividing the sum
of $1,000.00 plus the amount of accrued and unpaid dividends per share through
the date of conversion, whether or not declared and whether or not there

                                      -23 -


are profits, surplus or other funds of the Corporation legally available for the
payment of dividends, by 90% of the IPO Price. Any such automatic conversion
shall only be effected at the time of and subject to the closing of the Initial
Public Offering. The conversion rights set forth in this Section 6A(i) with
respect to each Share shall terminate upon the date upon which such share is
redeemed by the Corporation unless the Corporation has failed to pay to the
holder thereof all amounts due to such holder in connection with any such
redemption.

                  (ii) Each conversion of Class C Preferred Stock shall be
deemed to have been effected as of the consummation of an Initial Public
Offering. At the time any such conversion has been effected, the rights of the
holder of the Shares converted as a holder of Class C Preferred Stock shall
cease and the Person or Persons in whose name or names any certificate or
certificates for shares of Conversion Stock are to be issued upon such
conversion shall be deemed to have become the holder or holders of record of the
shares of Conversion Stock represented thereby.

                  (iii) As soon as possible after a conversion has been effected
(but in any event within five business days), the Corporation shall deliver to
the converting holder a certificate or certificates representing the number of
shares of Conversion Stock issuable by reason of such conversion in such name or
names and such denomination or denominations as the converting holder has
specified.

                  (iv) The issuance of certificates for shares of Conversion
Stock upon conversion of Class C Preferred Stock shall be made without charge to
the holders of such Class C Preferred Stock for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
conversion and the related issuance of shares of Conversion Stock. Upon
conversion of each Share, the Corporation shall take all such actions as are
necessary in order to insure that the Conversion Stock issuable with respect to
such conversion shall be validly issued, fully paid and nonassessable, free and
clear of all taxes, liens, charges and encumbrances with respect to the issuance
thereof.

                  (v) The Corporation shall not close its books against the
transfer of Class C Preferred Stock or of Conversion Stock issued or issuable
upon conversion of Class C Preferred Stock in any manner which interferes with
the timely conversion of Class C Preferred Stock.

                  (vi) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Conversion Stock, solely
for the purpose of issuance upon the conversion of the Class C Preferred Stock,
such number of shares of Conversion Stock issuable upon the conversion of all
outstanding Class C Preferred Stock. All shares of Conversion Stock which are so
issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation shall
not take any action which would cause the number of authorized but unissued
shares of Conversion Stock to be less than the number of such shares required to
be reserved hereunder for issuance upon conversion of the Class C Preferred
Stock.

                                      -24-


                  (vii) If any fractional interest in a share of Conversion
Stock would, except for the provisions of this subsection, be delivered upon
any conversion of the Class C Preferred Stock, the Corporation, in lieu of
delivering the fractional share therefor, shall pay an amount to the holder
thereof equal to the IPO Price of such fractional interest as of the date of
conversion.

            Section 7. Protective Provisions.

            As long as any Shares are outstanding, the Corporation shall not
without first obtaining the written consent of the holders of at least 66 2/3%
of the then outstanding Shares:

            (a) amend or change the rights, preferences, privileges or powers
of, or the restrictions provided for the benefit of, the Class C Preferred
Stock;

            (b) authorize, create or issue any new shares of any class of
capital stock or any security convertible into or exercisable for any such class
of capital stock having a preference superior to the Class C Preferred Stock
with respect to dividends or liquidation rights or liquidation preferences,
other than the issuance of not more than 10,000 shares of the Corporation's
Class A Preferred Stock, par value $.01 per share or not more than 105,000
shares of the Corporation's Senior Preferred Stock, par value $.01 per share (in
each case, as the number of such shares may be proportionately adjusted from
time to time for all stock splits, stock dividends and other recapitalizations
affecting such shares); or

            (c) reclassify any outstanding shares of capital stock into any
class of capital stock or any security convertible into or exercisable for any
such class of capital stock having a preference superior to the Class C
Preferred Stock with respect to dividends or liquidation rights or liquidation
preferences.

            Section 8. Registration of Transfer.

            The Corporation shall keep at its principal office a register for
the registration of Class C Preferred Stock. Upon the surrender of any
certificate representing Class C Preferred Stock at such place, the Corporation
shall, at the request of the record holder of such certificate, execute and
deliver (at the Corporation's expense) a new certificate or certificates in
exchange therefore representing in the aggregate the number of Shares
represented by the surrendered certificate. Each such new certificate shall be
registered in such name and shall represent such number of Shares as is
requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Class C Preferred Stock represented by such new certificates
from the date to which dividends have been fully paid on such Class C Preferred
Stock represented by the surrendered certificate.

                                      -25-


            Section 9. Replacement.

            Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
Shares, and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Corporation, or, in the case of any
such mutilation upon surrender of such certificate, the Corporation shall (at
its expense) execute and deliver in lieu of such certificate a new certificate
of like kind representing the number of Shares of such class represented by such
lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on
the Class C Preferred Stock represented by such new certificate from the date to
which dividends have been fully paid on such lost, stolen, destroyed or
mutilated certificate.

            Section 10. Amendment and Waiver.

            No amendment, modification or waiver shall be binding or effective
with respect to any provision of this Part E to Article IV hereof without the
prior written consent of the holders of at least 66 2/3% of the Class C
Preferred Stock outstanding at the time such action is taken.

            Section 11. Notices.

            Except as otherwise expressly provided hereunder, all notices
referred to herein shall be in writing and shall be delivered by registered or
certified mail, return receipt requested and postage prepaid, or by reputable
overnight courier service, charges prepaid, and shall be deemed to have been
given when so mailed or sent (i) to the Corporation, at its principal executive
offices and (ii) to any stockholder, at such holder's address as it appears in
the stock records of the Corporation (unless otherwise indicated by any such
holder).

                                 F. COMMON STOCK

      Section 1. Dividends. Except as otherwise provided by the Delaware General
Corporation Law or this Certificate, the holders of Common Stock: (i) subject to
the rights of holders any series of Preferred Stock, shall share ratably in all
dividends payable in cash, stock or otherwise and other distributions, whether
in respect of liquidation or dissolution (voluntary or involuntary) or otherwise
and (ii) are subject to all the powers, rights, privileges, preferences and
priorities of any series of Preferred Stock as provided herein or in any
resolution or resolutions adopted by the Board of Directors pursuant to
authority expressly vested in it by the provisions of Parts B, C or D of this
Article Four.

      Section 2. Preemptive Rights. No holder of Common Stock shall have any
preemptive, subscription, redemption, conversion or sinking fund rights with
respect to the Common Stock, or to any obligations convertible (directly or
indirectly) into stock of the Corporation whether now or hereafter authorized.

                                      -26-


      Section 3. Voting Rights. Except as otherwise provided by the Delaware
General Corporation Law or this Certificate and subject to the rights of holders
of any series of Preferred Stock, all of the voting power of the stockholders of
the Corporation shall be vested in the holders of the Class A Common Stock, and
each holder of Class A Common Stock shall have one vote for each share held by
such holder on all matters voted upon by the stockholders of the Corporation,
and the holders of Class B Common Stock shall have no right to vote on any
matters to be voted on by the stockholders of the Corporation.

      Section 4. Stock Splits and Stock Dividends. The Corporation shall not in
any manner subdivide (by stock split, stock dividend or otherwise) or combine
(by stock split, stock dividend or otherwise) the outstanding shares of one
class of Common Stock unless the outstanding shares of Common Stock of the other
class shall be proportionately subdivided or combined. All such subdivisions and
combinations shall be payable only in shares of Class A Common Stock to the
holders of Class A Common Stock and in shares of Class B Common Stock to the
holders of Class B Common Stock.

      Section 5. Conversion Right. Each record holder of Class A Common Stock
will be entitled to convert any or all of such holder's Class A Common Stock
into the same number of shares of Class B Common Stock and each record holder of
Class B Common Stock will be entitled to convert any or all of the shares of
such holder's Class B Common Stock into the same number of shares of Class A
Common Stock; provided that at the time of conversion of shares of Class B
Common Stock into shares of Class A Common Stock such holder would be permitted,
pursuant to applicable law, to hold the total number of shares of Class A Common
Stock which such holder would hold after giving effect to such conversion; and
provided further that the determination of a holder of Class B Common Stock that
such holder is permitted pursuant to applicable law to convert Class B Common
Stock into Class A Common Stock pursuant to this Section 5 shall be final and
binding upon the Corporation.

            Each conversion of shares of one class of Common Stock into shares
of another class of Common Stock will be effected by the surrender of the
certificate or certificates representing the shares to be converted at the
principal executive office of the Corporation or at the office of its transfer
agent at any time during normal business hours, together with a written notice
by the holder of such shares stating the number of shares that any such holder
desires to convert into the other class of Common Stock. Such conversion will be
deemed to have been effected as of the close of business on the date on which
such certificate or certificates have been surrendered and such notice has been
received by the Corporation or its transfer agent, and at such time the rights
of any such holder with respect to the converted class of Common Stock will
cease and the person or persons in whose name or names the certificate or
certificates for shares of the other class of Common Stock are to be issued upon
such conversion will be deemed to have become the holder or holders of record of
the shares of such other class of Common Stock represented thereby.

            So long as any shares of any class of Common Stock are outstanding,
the Corporation will at all times reserve and keep available out of its
authorized but unissued shares of Class A

                                      -27-


Common Stock and Class B Common Stock (or any shares of Class A Common Stock or
Class B Common Stock which are held as treasury shares), the number of shares
sufficient for issuance upon conversion.

      Section 6. Registration of Transfer. The Corporation shall keep at its
principal office (or such other place as the Corporation reasonably designates)
a register for the registration of Common Stock. Upon the surrender of any
certificate representing shares of any class of Common Stock at such place, the
Corporation shall, at the request of the registered holder of such certificate,
execute and deliver a new certificate or certificates in exchange therefor
(either of the same class, or as directed by the holder in connection with a
conversion from one class to another) representing in the aggregate the number
of shares of such class represented by the surrendered certificate, and the
Corporation forthwith shall cancel such surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
shares of such class as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate. The issuance of new certificates shall be made without charge to
the holders of the surrendered certificates for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
issuance. The Corporation will not close its books against the transfer of any
share of Common Stock, or of any share of Common Stock issued or issuable upon
conversion of shares of another class of Common Stock, in any manner that would
interfere with the timely conversion of such shares of Common Stock.

      Section 7. Replacement. Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder will be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing one or more shares of any class of Common Stock, and in
the case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Corporation (provided that if the holder is a
financial institution or other institutional investor or an original party to
the Recapitalization Agreement (or stockholder of any such original party), its
own agreement will be satisfactory), or, in the case of any such mutilation,
upon surrender of such certificate, the Corporation shall (at its expense)
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.

      Section 8. Notices. All notices referred to herein shall be in writing,
shall be delivered personally or by first class mail, postage prepaid, and shall
be deemed to have been given when so delivered or mailed to the Corporation at
its principal executive offices and to any stockholder at such holder's address
as it appears in the stock records of the Corporation (unless otherwise
specified in a written notice to the Corporation by such holder).

      Section 9. Fractional Shares. In no event will holders of fractional
shares be required to accept any consideration in exchange for such shares other
than consideration which all holders of Common Stock are required to accept.

                                      -28-


                                 G. DEFINITIONS

      "Agreement and Plan of Merger" means that certain Agreement and Plan of
Merger, as the same may be amended from time to time, between the Corporation
and ChipPAC-California.

      "Bain Group" means Bain Capital, Inc., Randolph Street Partners and any
investment funds, co-investment partnerships or other co-investment vehicles
managed by Bain Capital, Inc.

      "Board" shall have the meaning set forth in Section 1.1, Part C, Article
Four.

      "Certificate" shall have the meaning set forth in Section 5, Part E,
Article Four.

      "Change in Control" shall have the meaning set forth in Section 2, Part C,
Article Four.

      "ChipPAC-California" means ChipPAC, Inc., a California corporation.

      "Class A Common Stock" shall have the meaning set forth in Part A, Article
Four.

      "Class A Preferred Stock" shall have the meaning set forth in Part C,
Article Four.

      "Class B Common Stock" shall have the meaning set forth in Part A, Article
Four.

      "Class C Preferred Stock" shall have the meaning set forth in Part E,
Article Four.

      "Class C-1 Preferred Stock" shall have the meaning set forth in Part E,
Article Four.

      "Class C-2 Preferred Stock" shall have the meaning set forth in Part E,
Article Four.

      "Class C Preferred Stock Dividend Reference Date" shall have the meaning
set forth in Section 1.2, Part E, Article Four.

      "Class L Common Stock" means the Class L Common Stock of
ChipPAC-California that, pursuant to the Agreement and Plan of Merger, will
convert into and be exchanged for shares of Class A Common Stock.

      "Class L Number" means, with respect to any share of Class L Common Stock
which would have been issuable upon the conversion of the Class A Preferred
Stock pursuant to the terms and conditions of the Articles of Incorporation of
ChipPAC-California, the sum of (i) one plus (ii) the quotient of (x) the
Unreturned Original Cost plus Unpaid Yield of such share of Class L Common Stock
divided by (y) the price per share of the Common Stock to be paid by investors
in the Public Offering.

      "Common Stock" shall have the meaning set forth in Part A, Article Four.

                                      -29-


      "Common Stock Deemed Outstanding" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock issuable upon the exercise or conversion of any Options
or Convertible Securities, including, without limitation, the Class A Preferred
Stock (whether or not, in the case of any Options or Convertible Securities, any
such Options or Convertible Securities are actually exercisable at such time).

      "Conversion Price" means $3.937134875, as the same may be adjusted in
accordance with Section 6, Part C, Article Four.

      "Conversion Stock" means shares of the Corporation's Common Stock;
provided that if there is a change in the type or class of securities so
issuable, then the term "Conversion Stock" shall mean one share of the security
issuable upon conversion of the Class C Preferred Stock if such security is
issuable in shares, or shall mean the smallest unit in which such security is
issuable if such security is not issuable in shares.

      "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

      "Default Rate" shall have the meaning set forth in Section 2.4, Part D,
Article Four.

      "Distribution" means each distribution made by the Corporation to holders
of capital stock, whether in cash, property, or securities of the Corporation
and whether by dividend, liquidating distributions or otherwise; provided that
neither of the following shall be a Distribution: (a) any redemption or
repurchase by the Corporation of any capital stock held by an employee, director
or former employee or director of the Corporation or any of its Subsidiaries or
(b) any recapitalization or exchange of any capital stock, or any subdivision
(by stock split, stock dividend or otherwise) or any combination (by stock
split, stock dividend or otherwise) of any outstanding capital stock.

      "Dividend Reference Date" shall have the meaning set forth in Section 1.2,
Part C, Article Four.

      "Event of Default" shall have the meaning set forth in Section 2.4, Part
D, Article Four.

      "Existing Shareholder Group" means the Bain Group and the SXI Group.

      "Fundamental Change" shall have the meaning set forth in Section 2, Part
C, Article Four.

      "General Corporation Law" means the General Corporation Law of the State
of Delaware, as amended from time to time.

      "Initial Public Offering" means a public offering and sale of the Common
Stock pursuant to an effective registration statement under the Securities Act
of 1933, if immediately thereafter the

                                      -30-


Corporation has publicly held Common Stock listed on a national securities
exchange or the National Association of Securities Dealers, Inc. automated
quotation system.

      "IPO Price" shall mean the price to the public, before deducting for
underwriting commissions, stated on the cover page of the final prospectus filed
with the Securities and Exchange Commission in connection with an Initial Public
Offering.

      "Junior Securities" means any capital stock or other equity securities of
the Corporation, except for the Class C Preferred Stock and the Corporation's
Class A Preferred Stock, par value $.01 per share and the Corporation's Senior
Preferred Stock, par value $.01 per share (together, in each case, with all
accumulated dividends thereon).

      "Liquidating Distribution" mean any Distribution made upon a Liquidation
Event.

      "Liquidation Event" means (i) any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, (ii) any sale or transfer
by the Corporation of all or substantially all (as defined in the Revised Model
Business Corporation Act) of its assets on a consolidated basis, (iii) any
consolidation, merger or reorganization of the Corporation with or into any
other entity or entities as a result of which the holders of the Corporation's
outstanding capital stock possessing the voting power (under ordinary
circumstances) to elect a majority of the Corporation's Board of Directors
immediately prior to such consolidation, merger or reorganization cease to own
the outstanding capital stock of the surviving corporation possessing the voting
power (under ordinary circumstances) to elect a majority of the surviving
corporation's board of directors or (iv) any sale or transfer to any third party
of shares of the Corporation's capital stock by the holders thereof as a result
of which the holders of the Corporation's outstanding capital stock possessing
the voting power (under ordinary circumstances) to elect a majority of the
Corporation's Board of Directors immediately prior to such sale or transfer
cease to own the outstanding capital stock of the Corporation possessing the
voting power (under ordinary circumstances) to elect a majority of the
Corporation's board of directors.

      "Liquidation Preference" means an amount per share of Senior Preferred
Stock equal to the sum of (A) the Stated Value plus (B) the amount of all
accrued but unpaid dividends on such share of Senior Preferred Stock as provided
in Section 2, Part D, Article Four.

      "Liquidation Value" of any share of Class A Preferred Stock or Class C
Preferred Stock as of any particular date shall be equal to $1,000.00 (as
proportionately adjusted for all stock splits, stock dividends and other
recapitalizations affecting such share of Class A Preferred Stock or Class C
Preferred Stock).

      "Mandatory Redemption Date" shall have the meaning set forth in Section
5.2, Part D, Article Four.

                                      -31-


      "Market Price" of any security means the average of the closing prices of
such security's sales on all securities exchanges on which such security may at
the time be listed, or, if there has been no sales on any such exchange on any
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization,
in each such case averaged over a period of 21 days consisting of the day as of
which "Market Price" is being determined and the 20 consecutive business days
prior to such day. If at any time such security is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market, the
"Market Price" shall be the fair value thereof determined by the Board and the
holders of not less than a majority of the Class A Preferred Stock, each in the
exercise of their good faith judgment; provided that if the Board and such
holders cannot agree on such value, such value shall be determined by an
independent valuation firm experienced in valuing businesses such as the
Corporation and jointly selected by the Board and such holders. The fees and
expenses of the valuation firm shall be borne by the Corporation and the holders
of the Class A Preferred Stock.

      "Non-Liquidating Distribution" means each Distribution other than a
Liquidating Distribution.

      "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

      "Original Cost" of each share of Class L Common Stock shall be equal to
$9.00 per share.

      "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

      "Preferred Stock" shall have the meaning set forth in Part A, Article
Four.

      "Public Offering" means the Corporation's initial public offering of
common stock pursuant to a registration statement on Form S-1 (Reg. No.
333-39428).

      "Qualifying IPO" means an Initial Public Offering in which the gross
proceeds to the Corporation exceed $50 million.

      "Recapitalization Agreement" means that certain Agreement and Plan of
Recapitalization and Merger, dated as of March 13, 1999, as amended, by and
among Hyundai Electronics Industries Co., Ltd., Hyundai Electronics America,
ChipPAC-California and ChipPAC Merger Corp.

                                      -32-


      "Redemption Date" as to any share of Class A Preferred Stock or Class C
Preferred Stock means the date specified in the notice of any redemption at the
Corporation's option or the applicable date specified in this Certificate in the
case of any other redemption; provided that no such date shall be a Redemption
Date unless the redemption payment required to be made pursuant to Section 4,
Part C of Article Four if the redemption is of any share of Class A Preferred
Stock or pursuant to Section 4, Part E, if the redemption is of any share of
Class C Preferred Stock is actually paid in full on such date, and if not so
paid in full, the Redemption Date shall be the date on which such amount is
fully paid.

      "Redemption Notice" shall have the meaning set forth in Section 5.3, Part
D, Article Four.

      "Senior Preferred Stock" shall have the meaning set forth in Part D,
Article Four.

      "Senior Preferred Stock Redemption Date" shall have the meaning set forth
in Section 5.3, Part D, Article Four.

      "Stated Value" of each share of Senior Preferred Stock shall be equal to
$1,000 (as proportionally adjusted for all stock splits, stock dividends and
other recapitalizations affecting the Senior Preferred Stock).

      "Subsidiary" means any corporation of which a majority of the shares of
outstanding capital stock possessing the voting power (under ordinary
circumstances) in electing the board of directors are, at the time as of which
any determination is being made, owned by the Corporation either directly or
indirectly through Subsidiaries.

      "SXI Group" means SXI Group LLC, Citicorp Venture Capital, Ltd. and any
investment funds, co-investment partnerships or co-investment vehicles managed
by Citicorp Venture Capital, Ltd.

      "Unpaid Yield" of any share of Class L Common Stock means an amount equal
to the excess, if any, of (a) the aggregate Yield accrued on such share, over
(b) the aggregate amount of Distributions made by the Corporation that
constitute payment of Yield on such share.

      "Unreturned Original Cost" of any share of Class L Common Stock means an
amount equal to the excess, if any, of (a) the Original Cost of such share, over
(b) the aggregate amount of Distributions made by the Corporation that
constitute a return of the Original Cost of such share.

      "Yield" means, with respect to each outstanding share of Class L Common
Stock for each calendar quarter, the amount accruing on such share each day
during such quarter at the rate of 12% per annum of the sum of (a) such share's
Unreturned Original Cost, plus (b) Unpaid Yield thereon for all prior quarters.
In calculating the amount of any Distribution to be made during a calendar
quarter, the portion of a Class L Common Stock share's Yield for such portion of
such quarter elapsing before such Distribution is made shall be taken into
account.

                                      -33-


                                  ARTICLE FIVE

      The Corporation is to have perpetual existence.

                                   ARTICLE SIX

      Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.

                                  ARTICLE SEVEN

      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.

                                 ARTICLE EIGHT

      (a) To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as it may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.

      (b) The corporation may indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Corporation or any predecessor of the Corporation or serves or served at any
other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor to the Corporation.

      (c) Neither any amendment nor repeal of this Article, nor the adoption of
any provision of this Certificate inconsistent with this Article, shall
eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, proceeding, suit or claim accruing or
arising, or that, but for this Article, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.

                                  ARTICLE NINE

      Vacancies occurring on the Board of Directors for any reason may be filled
by vote of a majority of the remaining members of the Board of Directors,
although less than a quorum, at any meeting of the Board of Directors. A person
so elected by the Board of Directors to fill a vacancy shall hold office until
the next succeeding annual meeting of stockholders of the Corporation and until
his or her successor shall have been duly elected and qualified.

                                      -34-


                                   ARTICLE TEN

      Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                 ARTICLE ELEVEN

      Beginning immediately following the consummation of the Corporation's
Initial Public offering: (i) the stockholders of the Corporation may not take
any action by written consent in lieu of a meeting, and must take any actions at
a duly called annual or special meeting of stockholders and the power of
stockholders to consent in writing without a meeting is specifically denied and
(ii) special meetings of stockholders of the Corporation may be called only by
either the Board of Directors pursuant to a resolution adopted by the
affirmative vote of the majority of the total number of directors then in office
or by the chief executive officer of the Corporation.

                                 ARTICLE TWELVE

      The Corporation shall not be governed by the provisions of Section 203 of
the Delaware General Corporate Law.

                                ARTICLE THIRTEEN

      Notwithstanding any other provisions of this Certificate or any provision
of law which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of the capital stock required by law or this
Certificate, the affirmative vote of the holders of at least two-thirds (2/3) of
the combined voting power of all of the then outstanding shares of the
Corporation eligible to be cast in the election of directors shall be required
to alter, amend or repeal Articles Nine or Eleven hereof, or this Article
Thirteen, or any provision thereof or hereof, unless such amendment shall be
approved by a majority of the directors of the Corporation not affiliated or
associated with any person or entity holding (or which has announced an
intention to obtain) twenty percent (20%) or more of the voting power of the
Corporation's outstanding capital stock (other than the Existing Shareholder
Group).

                                      -35-


                                ARTICLE FOURTEEN

      The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

                               CHIPPAC, INC., a Delaware corporation

                               /s/ Robert Krakauer
                               --------------------------------------
                               By: Robert Krakauer
                               Title: Senior Vice President and Chief Financial
                               Officer

                                      -36-


                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 08/08/2000
                                                          001399597 - 3242183

                             CERTIFICATE OF MERGER

                                       OF

                                  ChipPAC,Inc.
                           (a California corporation)

                                       AND

                                  ChipPAC, Inc.
                            (a Delaware corporation)

It is hereby certified that:

      1. The constituent business corporations participating in the merger
herein certified are:

            (i) ChipPAC, Inc., a California corporation, which is incorporated
under the laws of the State of California ("ChipPAC-California"); and

            (ii) ChipPAC, Inc, a Delaware corporation, which is incorporated
under the laws of the State of Delaware ("ChipPAC-Delaware").

      2. An Agreement and Plan of Merger has been approved, adopted, certified,
executed and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the Delaware
General Corporation Law, to wit, by ChipPAC-California, in accordance with the
laws of California, the state of its incorporation, and by ChipPAC-Delaware in
the same manner as is provided in Section 251 of the Delaware General
Corporation Law.

      3. The name of the surviving corporation in the merger herein certified is
ChipPAC, Inc., a Delaware corporation, which will continue its existence as said
surviving corporation upon the effective date of such merger pursuant to the
provisions of the Delaware General Corporation Law.

      4. The Amended and Restated Certificate of Incorporation of
ChipPAC-Delaware, the survivor, shall be its Certificate of Incorporation and
shall continue in full force and effect until further amended and changed in the
manner prescribed by the provisions of the Delaware General Corporation Law.

      5. An executed copy of the Agreement and Plan of Merger between the
aforesaid constituent corporations is on file at the principal place of business
of the aforesaid surviving corporation, the address of which is as follows: 3151
Coronado Drive, Santa Clara, California



95054.

      6. A copy of the aforesaid Agreement and Plan of Merger will be furnished
ChipPAC-Delaware, on request, and without cost, to any shareholder of each
ChipPAC-California or ChipPAC-Delaware.

      7. ChipPAC-California has authority to issue 144,907,831 shares of capital
stock, consisting of 68,577,788 shares of Class A common stock, par value S.01,
of which 40,219,349 shares are outstanding, 68,577,788 shares of Class B common
stock, par value $.01, of which no shares are outstanding, 7,619,755 shares of
Class L common stock, par value $.01, of which 4,360,659 shares are outstanding,
10,000 shares of Class A Convertible preferred stock, par value $.01, of which
10,000 shares are outstanding, 105,000 shares of Class B preferred stock, par
value $.01, of which 70,000 shares are outstanding, and 17,500 shares of Class C
Convertible preferred stock, par value $.01, of which 17,500 shares are
outstanding.

      8. This Certificate of Merger shall be effective at 12:00 noon Eastern
Daylight Time on August 8, 2000.

                       (Executed Signature Page To Follow)



            We further declare under penalty of perjury under the laws of the
State of Delaware that the matters set forth in this certificate are true and
correct of our own knowledge.

                                   ChipPAC, Inc.
                                   a Delaware corporation
Date: August 8, 2000

                                   /s/ Dennis P. McKenna
                                   ------------------------------------------
                                   By: Dennis P. McKenna
                                   Its: President and Chief Executive Officer

ATTEST:

                                   /s/ Robert Krakauer
                                   ------------------------------------------
                                   By: Robert Krakauer
                                   Its: Senior Vice President, Chief Financial
                                        Officer and Secretary



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                              AND REGISTERED AGENT

It is hereby certified that:

      1. The name of the corporation (hereinafter called the "Corporation") is
Chippac, Inc.

      2. The registered office of the Corporation within the State of Delaware
is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of
Kent.

      3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., the business office of which
is identical with the registered office of the corporation as hereby changed.

      4. The Corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on 29th day of May 2002.

                                   /s/  Patricia McCall
                                   -------------------------------------
                                   (Officer Signature)

                                   /s/ Patricia McCall Secretary
                                   -------------------------------------
                                   (Typed Name and Title of Officer)

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 06/03/2002
                                                          020354991 - 3242183



                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 02:56 PM 08/04/2004
                                                     FILED 02:52 PM 08/04/2004
                                                    SRV 040571199 - 3242183 FILE

                             CERTIFICATE OF MERGER

                                       OF

                              CAMELOT MERGER, INC.

                                  WITH AND INTO

                                  CHIPPAC, INC.

                                 AUGUST 4, 2004

            The undersigned corporation, organized and existing under and by
virtue of the General Corporation Law of Delaware (the "DGCL"), DOES HEREBY
CERTIFY THAT:

            FIRST: The name and state of incorporation of each of the
constituent corporations to the merger (each a "Constituent Corporation", and
together the "Constituent Corporations") are as follows:



Name                        State of Incorporation
- ----                        ----------------------
                         
Camelot Merger, Inc.        Delaware
ChipPAC,Inc.                Delaware


            SECOND: The Agreement and Plan of Merger and Reorganization (the
"Merger Agreement"), dated as of February 10, 2004, among ST Assembly Test
Services Ltd, a Singapore public company limited by shares ("STATS"), Camelot
Merger, Inc. ("Merger Sub") and ChipPAC, Inc. ("ChipPAC") has been approved,
adopted, certified, executed and acknowledged as required by Section 251 of the
DGCL.

            THIRD: The name of the surviving corporation of the merger shall be
ChipPAC, Inc. (the "Surviving Corporation").

            FOURTH: The Amended and Restated Certificate of Incorporation,
attached hereto as Exhibit A, shall be the Certificate of Incorporation of the
Surviving Corporation, until amended and changed pursuant to the DGCL.

            FIFTH: The executed Merger Agreement is on file at an office of the
Surviving Corporation, the address of which is as follows:

                        ChipPAC, Inc.
                        47400 Kato Road
                        Fremont, CA 94538

            SIXTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
Constituent Corporation.



            SEVENTH: The Merger will become effective at 1:01 pm (Pacific time)
on August 4, 2004.

                                  * * * * * *



            IN WITNESS WHEREOF, said Surviving Corporation has caused this
Certificate of Merger to be executed by its duly authorized officer as of the
date set forth above.

                                 CHIPPAC, INC.

                                 By: /s/ Tan Lay Koon
                                    ---------------------------------
                                     Name: Tan Lay Koon
                                     Title: Chairman of the Board and President


                                    EXHIBIT A

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  CHIPPAC, INC.

                                    ARTICLE I

                                      Name

            The name of the corporation is ChipPAC, Inc. (the "Corporation").

                                   ARTICLE II

                     Registered Office and Registered Agent

            The address of the registered office of the Corporation in the State
of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
County of New Castle. The name of the registered agent of the Corporation at
such address is Corporation Service Company.

                                   ARTICLE III

                                Corporate Purpose

            The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "General Corporation Law").

                                   ARTICLE IV

                                  Capital Stock

            The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 1,000, all of which shall be shares
of Common Stock, par value $0.01 per share.



                                    ARTICLE V

                                    Directors

      Elections of directors of the Corporation need not be by written ballot,
except and to the extent provided in the By-laws of the Corporation.

                                   ARTICLE VI

                Indemnification of Directors, Officers and Others

      (1)   To the fullest extent permitted by the General Corporation Law, as
the same exists or as it may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.

      (2)   The Corporation may indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Corporation or any predecessor of the Corporation or serves or served at any
other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor to the Corporation.

      (3)   Neither any amendment nor repeal of this Article VI, nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article VI, shall eliminate or reduce the effect of this Article VI in
respect of any matter occurring, or any cause of action, proceeding, suit or
claim accruing or arising, or that, but for this Article VI, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.

                                   ARTICLE VII

                                     By-laws

            The directors of the Corporation shall have the power to adopt,
amend or repeal the By-laws.

                                  ARTICLE VIII

                                 Reorganization

            Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value



of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

                                   ARTICLE IX

                                    Amendment

            Except as otherwise provided in Section (3) of Article VI of this
Certificate of Incorporation, the Corporation reserves the right to amend,
alter, change or repeal any provisions contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law, and all the
provisions of this Certificate of Incorporation and all rights conferred on
stockholders, directors and officers in this Certificate of Incorporation are
subject to this reserved power.



                                                                       EXHIBIT B

                                     BYLAWS



                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                 CHIPPAC, INC.



                                TABLE OF CONTENTS



SECTION                                                                           PAGE
                                                                               
                                    ARTICLE I

                                     OFFICES
SECTION 1.01. Registered Office.................................................   1
SECTION 1.02. Other Offices.....................................................   1

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

SECTION 2.01. Annual Meetings...................................................   1
SECTION 2.02. Special Meetings..................................................   1
SECTION 2.03. Notice of Meetings................................................   1
SECTION 2.04. Waiver of Notice..................................................   2
SECTION 2.05. Adjournments......................................................   2
SECTION 2.06. Quorum............................................................   2
SECTION 2.07. Voting............................................................   2
SECTION 2.08. Proxies...........................................................   3
SECTION 2.09. Stockholders' Consent in Lieu of Meeting..........................   3

                                   ARTICLE III

                                      BOARD

SECTION 3.01. General Powers....................................................   3
SECTION 3.02. Number and Term of Office.........................................   3
SECTION 3.03. Resignation.......................................................   3
SECTION 3.04. Removal...........................................................   3
SECTION 3.05. Vacancies.........................................................   4
SECTION 3.06. Meetings..........................................................   4
SECTION 3.07. Committees of the Board...........................................   5
SECTION 3.08. Directors' Consent in Lieu of Meeting.............................   6
SECTION 3.09. Action by Means of Telephone or Similar Communications Equipment..   6
SECTION 3.10. Compensation......................................................   6

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.01. Officers..........................................................   6
SECTION 4.02. Authority and Duties..............................................   6
SECTION 4.03. Term of Office, Resignation and Removal...........................   6


                                        i



                                                                               
SECTION 4.04. Vacancies.........................................................   7
SECTION 4.05. The Chairman......................................................   7
SECTION 4.06. The President.....................................................   7
SECTION 4.07. Vice Presidents...................................................   7
SECTION 4.08. The Secretary.....................................................   7
SECTION 4.09. Assistant Secretaries.............................................   7
SECTION 4.10. The Treasurer.....................................................   8
SECTION 4.11. Assistant Treasurers..............................................   8

                                    ARTICLE V

                       CHECKS, DRAFTS, NOTES, AND PROXIES

SECTION 5.01. Checks, Drafts and Notes..........................................   8
SECTION 5.02. Execution of Proxies..............................................   8

                                   ARTICLE VI

                         SHARES AND TRANSFERS OF SHARES

SECTION 6.01. Certificates Evidencing Shares....................................   8
SECTION 6.02. Stock Ledger......................................................   9
SECTION 6.03. Transfers of Shares...............................................   9
SECTION 6.04. Addresses of Stockholders.........................................   9
SECTION 6.05. Lost, Destroyed and Mutilated Certificates........................   9
SECTION 6.06. Regulations.......................................................   9
SECTION 6.07. Fixing Date for Determination of Stockholders of Record...........   9

                                   ARTICLE VII

                                      SEAL

SECTION 7.01. Seal..............................................................  10

                                  ARTICLE VIII

                                  FISCAL YEAR

SECTION 8.01. Fiscal Year.......................................................  10

                                    ARTICLE IX

           INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

SECTION 9.01. Nature of Indemnity...............................................  10
SECTION 9.02. Procedure for Indemnification of Directors and Officers...........  11
SECTION 9.03. Article Not Exclusive.............................................  11
SECTION 9.04. Insurance.........................................................  11
SECTION 9.05. Expenses..........................................................  12



                                       ii



                                                                               
SECTION 9.06. Employees and Agents..............................................  12
SECTION 9.07. Contract Rights...................................................  12
SECTION 9.08. Merger or Consolidation...........................................  12

                                    ARTICLE X

                                   AMENDMENTS

SECTION 10.01. Amendments.......................................................  12



                                       iii



                                     BY-LAWS

                                       OF

                                  CHIPPAC,INC.

                                    ARTICLE I

                                    OFFICES

            SECTION 1.01. Registered Office. The address of the registered
office of ChipPAC, Inc. (the "Corporation") in the State of Delaware is 2711
Centerville Road, Wilmington, Delaware 19808, County of New Castle. The name of
the registered agent of the Corporation at such address is Corporation Service
Company.

            SECTION 1.02. Other Offices. The Corporation may also have an
office or offices at any other place or places within or without the State of
Delaware as the Board of Directors of the Corporation (the "Board") may from
time to time determine or the business of the Corporation may from time to time
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

            SECTION 2.01. Annual Meetings. The annual meeting of stockholders of
the Corporation for the election of directors of the Corporation, and for the
transaction of such other business as may properly come before such meeting,
shall be held at such place, date and time as shall be fixed by the Board and
designated in the notice or waiver of notice of such annual meeting; provided,
however, that no annual meeting of stockholders need be held if all actions,
including the election of directors, required by the General Corporation Law of
the State of Delaware (the "General Corporation Law") to be taken at such annual
meeting are taken by written consent in lieu of meeting pursuant to Section 2.09
hereof.

            SECTION 2.02. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called by the Board or the Chairman of the Board,
the President or the Secretary of the Corporation or by the recordholders of at
least a majority of the shares of common stock of the Corporation issued and
outstanding and entitled to vote thereat, to be held at such place, date and
time as shall be designated in the notice or waiver of notice thereof.

            SECTION 2.03. Notice of Meetings. (a) Except as otherwise provided
by law, written notice of each annual or special meeting of stockholders stating
the place, date and time of such meeting and, in the case of a special meeting,
the purpose or purposes for which such meeting is to be held, shall be given
personally or by first-class mail (airmail in the case of international
communications) to each recordholder of shares entitled to vote thereat, not
less



than 10 nor more than 60 days before the date of such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation. If, prior to the time of mailing, the
Secretary of the Corporation (the "Secretary") shall have received from any
stockholder a written request that notices intended for such stockholder are to
be mailed to some address other than the address that appears on the records of
the Corporation, notices intended for such stockholder shall be mailed to the
address designated in such request.

            (b)   Notice of a special meeting of stockholders may be given by
the person or persons calling the meeting, or, upon the written request of such
person or persons, such notice shall be given by the Secretary on behalf of such
person or persons. If the person or persons calling a special meeting of
stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary. Each request to the Secretary for the giving of
notice of a special meeting of stockholders shall state the purpose or purposes
of such meeting.

            SECTION 2.04. Waiver of Notice. Notice of any annual or special
meeting of stockholders need not be given to any stockholder who files a written
waiver of notice with the Secretary, signed by the person entitled to notice,
whether before or after such meeting. Neither the business to be transacted at,
nor the purpose of, any meeting of stockholders need be specified in any
written waiver of notice thereof. Attendance of a stockholder at a meeting, in
person or by proxy, shall constitute a waiver of notice of such meeting, except
when such stockholder attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business on the grounds
that the notice of such meeting was inadequate or improperly given.

            SECTION 2.05. Adjournments. Whenever a meeting of stockholders,
annual or special, is adjourned to another date, time or place, notice need not
be given of the adjourned meeting if the date, time and place thereof are
announced at the meeting at which the adjournment is taken. If the adjournment
is for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder entitled to vote thereat. At the adjourned meeting, any
business may be transacted, which might have been transacted at the original
meeting.

            SECTION 2.06. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the recordholders of a majority of the shares entitled to
vote thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of stockholders, whether annual or
special. If, however, such quorum shall not be present in person or by proxy at
any meeting of stockholders, the stockholders entitled to vote thereat may
adjourn the meeting from time to time in accordance with Section 2.05 hereof
until a quorum shall be present in person or by proxy.

            SECTION 2.07. Voting. Each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of stock
held by such stockholder which has voting power upon the matter in question.
Except as otherwise provided by law or the Certificate of Incorporation, when a
quorum is present at any meeting of stockholders, the vote

                                       2


of the recordholders of a majority of the shares constituting such quorum shall
decide any question brought before such meeting.

            SECTION 2.08. Proxies. Each stockholder entitled to vote at a
meeting of stockholders or to express, in writing, consent to or dissent from
any action of stockholders without a meeting may authorize another person or
persons to act for such stockholder by proxy. Such proxy shall be filed with the
Secretary before such meeting of stockholders or such action of stockholders
without a meeting, at such time as the Board may require. No proxy shall be
voted or acted upon more than three years from its date, unless the proxy
provides for a longer period.

            SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any action
required by the General Corporation Law to be taken at any annual or special
meeting of stockholders, and any action which may be taken at any annual or
special meeting of stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the recordholders of shares having not less than the
minimum number of votes necessary to authorize or take such action at a meeting
at which the recordholders of all shares entitled to vote thereon were present
and voted.

                                   ARTICLE III

                                      BOARD

            SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws directed or required to be
exercised or done by stockholders.

            SECTION 3.02. Number and Term of Office. The number of directors
shall be two or such other number as shall be fixed from time to time by the
Board. Directors need not be stockholders. Directors shall be elected at the
annual meeting of stockholders or, if, in accordance with Section 2.01 hereof,
no such annual meeting is held, by written consent in lieu of meeting pursuant
to Section 2.09 hereof, and each director shall hold office until his successor
is elected and qualified, or until his earlier death or resignation or removal
in the manner hereinafter provided.

            SECTION 3.03. Resignation. Any director may resign at any time by
delivering his written resignation to the Board, the Chairman of the Board of
the Corporation (the "Chairman") or the Secretary. Such resignation shall take
effect at the time specified in such notice or, if the time be not specified,
upon receipt thereof by the Board, the Chairman or the Secretary, as the case
may be. Unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective.

            SECTION 3.04. Removal. Any or all of the directors may be removed,
with or without cause, at any time by vote of the recordholders of a majority of
the shares then entitled to vote at an election of directors, or by written
consent of the recordholders of shares pursuant to Section 2.09 hereof.

                                       3



            SECTION 3.05. Vacancies. Vacancies occurring on the Board as a
result of the removal of directors without cause may be filled only by vote of
the recordholders of a majority of the shares then entitled to vote at an
election of directors, or by written consent of such recordholders pursuant to
Section 2.09 hereof. Vacancies occurring on the Board for any other reason,
including, without limitation, vacancies occurring as a result of the creation
of new directorships that increase the number of directors, may be filled by
such vote or written consent or by vote of the Board or by written consent of
the directors pursuant to Section 3.08 hereof. If the number of directors then
in office is less than a quorum, such other vacancies may be filled by vote of a
majority of the directors then in office or by written consent of all such
directors pursuant to Section 3.08 hereof. Unless earlier removed pursuant to
Section 3.04 hereof, each director chosen in accordance with this Section 3.05
shall hold office until the next annual election of directors by the
stockholders and until his successor shall be elected and qualified.

            SECTION 3.06. Meetings. (a) Annual Meetings. As soon as practicable
after each annual election of directors by the stockholders, the Board shall
meet for the purpose of organization and the transaction of other business,
unless it shall have transacted all such business by written consent pursuant to
Section 3.08 hereof.

            (b) Other Meetings. Other meetings of the Board shall be held at
such times as the Chairman, the President of the Corporation (the "President"),
the Secretary or a majority of the Board shall from time to time determine.

            (c) Notice of Meetings. The Secretary shall give written notice to
each director of each meeting of the Board, which notice shall state the place,
date, time and purpose of such meeting. Notice of each such meeting shall be
given to each director, if by mail, addressed to him at his residence or usual
place of business, at least three days before the day on which such meeting is
to be held, or shall be sent to him at such place by telecopy, telegraph, cable,
or other form of recorded communication, or be delivered personally or by
telephone not later than the day before the day on which such meeting is to be
held. A written waiver of notice, signed by the director entitled to notice,
whether before or after the time of the meeting referred to in such waiver,
shall be deemed equivalent to notice. Neither the business to be transacted at,
nor the purpose of any meeting of the Board need be specified in any written
waiver of notice thereof. Attendance of a director at a meeting of the Board
shall constitute a waiver of notice of such meeting, except as provided by law.

            (d) Place of Meetings. The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board or the Chairman
may from time to time determine, or as shall be designated in the respective
notices or waivers of notice of such meetings.

            (e) Quorum and Manner of Acting. One-third of the total number of
directors then in office shall be present in person at any meeting of the Board
in order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board, except as otherwise expressly required by law, the
Certificate of Incorporation or these By-laws. In the absence of a quorum for
any such meeting,

                                       4



a majority of the directors present thereat may adjourn such meeting from time
to time until a quorum shall be present.

            (f) Organization. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside, in the following order of
precedence:

                        1)    the Chairman;

                        2)    the President;

                        3)    any director chosen by a majority of the directors
                              present.

The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.

            SECTION 3.07. Committees of the Board. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more directors. The Board may designate one or
more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of such committee. In the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member. Any committee of
the Board, to the extent provided in the resolution of the Board designating
such committee, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that no such committee shall have such power or
authority in reference to amending the Certificate of Incorporation (except that
such a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board as provided
in Section 151(a) of the General Corporation Law, fix the designations and any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
of stock of the Corporation or fix the number of shares of any series of stock
or authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation under Section 251 or 252 of the General
Corporation Law, recommending to the stockholders the sale, lease or exchange of
all or substantially all the Corporation's property and assets, recommending to
the stockholders a dissolution of the Corporation or the revocation of a
dissolution, or amending these By-laws; provided further, however, that, unless
expressly so provided in the resolution of the Board designating such committee,
no such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law. Each committee of
the Board shall keep regular minutes of its proceedings and report the same to
the Board when so requested by the Board.

                                       5



            SECTION 3.08. Directors' Consent in Lieu of Meeting. Any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing or by electronic transmission, setting
forth the action so taken, shall be signed by all the members of the Board or
such committee and such consent or electronic transmission is filed with the
minutes of the proceedings of the Board or such committee. Such filing shall be
in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

            SECTION 3.09. Action by Means of Telephone or Similar Communications
Equipment. Any one or more members of the Board, or of any committee thereof,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.

            SECTION 3.10. Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board may determine the compensation of
directors. In addition, as determined by the Board, directors may be reimbursed
by the Corporation for their expenses, if any, in the performance of their
duties as directors. No such compensation or reimbursement shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                                    OFFICERS

            SECTION 4.01. Officers. The officers of the Corporation shall be the
Chairman, the President and the Secretary and may include a Treasurer and one or
more Vice Presidents and one or more Assistant Secretaries and one or more
Assistant Treasurers. Any two or more offices may be held by the same person.

            SECTION 4.02. Authority and Duties. All officers shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these By-laws or, to the extent not so provided, by resolution of
the Board.

            SECTION 4.03. Term of Office, Resignation and Removal. (a) Each
officer shall be appointed by the Board and shall hold office for such term as
may be determined by the Board. Each officer shall hold office until his
successor has been appointed and qualified or his earlier death or resignation
or removal in the manner hereinafter provided. The Board may require any officer
to give security for the faithful performance of his duties.

            (b) Any officer may resign at any time by giving written notice to
the Board, the Chairman, the President or the Secretary. Such resignation shall
take effect at the time specified in such notice of, if the time be not
specified, upon receipt thereof by the Board, the Chairman, the President or
the Secretary, as the case may be. Unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.

                                       6



            (c) All officers and agents appointed by the Board shall be subject
to removal, with or without cause, at any time by the Board or by the action of
the recordholders of a majority of the shares entitled to vote thereon.

            SECTION 4.04. Vacancies. Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board. Unless
earlier removed pursuant to Section 4.03 hereof, any officer appointed by the
Board to fill any such vacancy shall serve only until such time as the unexpired
term of his predecessor expires unless reappointed by the Board.

            SECTION 4.05. The Chairman. The Chairman shall have the power to
call special meetings of stockholders, to call special meetings of the Board
and, if present, to preside at all meetings of stockholders and all meetings of
the Board. The Chairman shall perform all duties incident to the office of
Chairman of the Board and all such other duties as may from time to time be
assigned to him by the Board or these By-laws.

            SECTION 4.06. The President. The President shall be the chief
executive officer of the Corporation and shall have general and active
management and control of the business and affairs of the Corporation, subject
to the control of the Board, and shall see that all orders and resolutions of
the Board are carried into effect. The President shall perform all duties
incident to the office of President and all such other duties as may from time
to time be assigned to him by the Board or these By-laws.

            SECTION 4.07. Vice Presidents. Vice Presidents, if any, in order of
their seniority or in any other order determined by the Board, shall generally
assist the President and perform such other duties as the Board or the President
shall prescribe, and in the absence or disability of the President, shall
perform the duties and exercise the powers of the President.

            SECTION 4.08. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee. He shall give or cause to be
given notice of all meetings of stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board, the Chairman or the
President and shall act under the supervision of the Chairman. He shall keep in
safe custody the seal of the Corporation and affix the same to any instrument
that requires that the seal be affixed to it and which shall have been duly
authorized for signature in the name of the Corporation and, when so affixed,
the seal shall be attested by his signature or by the signature of the Treasurer
of the Corporation (the "Treasurer") or an Assistant Secretary or Assistant
Treasurer of the Corporation. He shall keep in safe custody the certificate
books and stockholder records and such other books and records of the
Corporation as the Board, the Chairman or the President may direct and shall
perform all other duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board, the Chairman or
the President.

            SECTION 4.09. Assistant Secretaries. Assistant Secretaries of the
Corporation ("Assistant Secretaries"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the

                                       7



Secretary shall prescribe, and, in the absence or disability of the Secretary,
shall perform the duties and exercise the powers of the Secretary.

            SECTION 4.10. The Treasurer. The Treasurer, if any, shall have the
care and custody of all the funds of the Corporation and shall deposit such
funds in such banks or other depositories as the Board, or any officer or
officers, or any officer and agent jointly, duly authorized by the Board, shall,
from time to time, direct or approve. He shall disburse the funds of the
Corporation under the direction of the Board and the President. He shall keep a
full and accurate account of all moneys received and paid on account of the
Corporation and shall render a statement of his accounts whenever the Board, the
Chairman or the President shall so request. He shall perform all other necessary
actions and duties in connection with the administration of the financial
affairs of the Corporation and shall generally perform all the duties usually
appertaining to the office of treasurer of a corporation. When required by the
Board, he shall give bonds for the faithful discharge of his duties in such sums
and with such sureties as the Board shall approve.

            SECTION 4.11. Assistant Treasurers. Assistant Treasurers of the
Corporation ("Assistant Treasurers"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.

                                    ARTICLE V

                       CHECKS, DRAFTS, NOTES, AND PROXIES

            SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and other
orders for the payment of money, notes and other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.

            SECTION 5.02. Execution of Proxies. The Chairman, the President or
any Vice President may authorize, from time to time; the execution and issuance
of proxies to vote shares of stock or other securities of other corporations
held of record by the Corporation and the execution of consents to action taken
or to be taken by any such corporation. All such proxies and consents, unless
otherwise authorized by the Board, shall be signed in the name of the
Corporation by the Chairman, the President or any Vice President.

                                   ARTICLE VI

                         SHARES AND TRANSFERS OF SHARES

            SECTION 6.01. Certificates Evidencing Shares. Shares shall be
evidenced by certificates in such form or forms as shall be approved by the
Board. Certificates shall be issued in consecutive order and shall be numbered
in the order of their issue, and shall be signed by the Chairman, the President
or any Vice President and by the Secretary, any Assistant Secretary, the

                                       8



Treasurer or any Assistant Treasurer. If such a certificate is manually signed
by one such officer, any other signature on the certificate may be a facsimile.
In the event any such officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to hold such office or to be
employed by the Corporation before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if such officer had
held such office on the date of issue.

            SECTION 6.02. Stock Ledger. A stock ledger in one or more
counterparts shall be kept by the Secretary, in which shall be recorded the name
and address of each person, firm or corporation owning the shares evidenced by
each certificate evidencing shares issued by the Corporation, the number of
shares evidenced by each such certificate, the date of issuance thereof and, in
the case of cancellation, the date of cancellation. Except as otherwise
expressly required by law, the person in whose name shares stand on the stock
ledger of the Corporation shall be deemed the owner and recordholder thereof for
all purposes.

            SECTION 6.03. Transfers of Shares. Registration of transfers of
shares shall be made only in the stock ledger of the Corporation upon request of
the registered holder of such shares, or of his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authenticity of signatures as the Corporation may reasonably require.

            SECTION 6.04. Addresses of Stockholders. Each stockholder shall
designate to the Secretary an address at which notices of meetings and all other
corporate notices may be served or mailed to such stockholder, and, if any
stockholder shall fail to so designate such an address, corporate notices may be
served upon such stockholder by mail directed to the mailing address, if any,
as the same appears in the stock ledger of the Corporation or at the last known
mailing address of such stockholder.

            SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each
recordholder of shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
share or shares of which he is the recordholder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction of the certificate, upon satisfactory proof
of such loss, theft or destruction, and the Board may, in its discretion,
require the recordholder of the shares evidenced by the lost, stolen or
destroyed certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

            SECTION 6.06. Regulations. The Board may make such other rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
shares.

            SECTION 6.07. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any

                                       9



meeting of stockholders or any adjournment thereof, or to express consent to, or
to dissent from, corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60 days prior to any
other such action. A determination of the stockholders entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of such
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

                                   ARTICLE VII

                                      SEAL

            SECTION 7.01. Seal. The Board may approve and adopt a corporate
seal, which shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words "Corporate Seal
Delaware".

                                  ARTICLE VIII

                                   FISCAL YEAR

            SECTION 8.01. Fiscal Year. The fiscal year of the Corporation shall
end on the thirty-first day of December of each year unless changed by
resolution of the Board.

                                   ARTICLE IX

                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

            SECTION 9.01. Nature of Indemnity. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Corporation to the fullest extent which it is empowered to
do so unless prohibited from doing so by the General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment) against all expense, liability and loss
(including attorneys' fees actually and reasonably incurred by such person in
connection with such proceeding) and such indemnification shall inure to the
benefit of his heirs, executors and administrators; provided, however, that,
except as provided in Section 9.02 hereof, the Corporation shall indemnify any
such person seeking indemnification in Connection with a proceeding initiated
by such person only if such proceeding was authorized by the Board. The right
to indemnification conferred in this Article IX shall be a contract right and,

                                       10



subject to Sections 9.02 and 9.05, shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition. The Corporation may, by action of the Board, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

            SECTION 9.02. Procedure for Indemnification of Directors and
Officers. Any indemnification of a director or officer of the Corporation under
Section 9.01 or advance of expenses under Section 9.05 shall be made promptly,
and in any event within 30 days, upon the written request of the director or
officer. If a determination by the Corporation that the director or officer is
entitled to indemnification pursuant to this Article IX is required, and the
Corporation fails to respond within 60 days to a written request for indemnity,
the Corporation shall be deemed to have approved the request. If the Corporation
denies a written request for indemnification or advancing of expenses, in whole
or in part, or if payment in full pursuant to such request is not made within 30
days, the right to indemnification or advances as granted by this Article IX
shall be enforceable by the director or officer in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the Corporation. Neither the failure of the Corporation (including
the Board, independent legal counsel or it stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the General Corporation Law, nor an actual
determination by the Corporation (including the Board, independent legal counsel
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

            SECTION 9.03. Article Not Exclusive. The rights to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article IX shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, any By-law, agreement, vote of
stockholders or disinterested directors or otherwise.

            SECTION 9.04. Insurance. The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary or agent of the Corporation or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, whether or not the Corporation would have the power
to indemnify such person against such liability under this Article IX.

                                       11



            SECTION 9.05. Expenses. Expenses incurred by any person described in
Section 9.01 hereof in defending a proceeding shall be paid by the Corporation
in advance of such proceeding's final disposition unless otherwise determined by
the Board in the specific case upon receipt of an undertaking by or on behalf of
the director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board deems appropriate.

            SECTION 9.06. Employees and Agents. Persons who are not covered by
the foregoing provisions of this Article IX and who are or were employees or
agents of the Corporation, or who are or were serving at the request of the
Corporation as employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, may be indemnified to the extent authorized
at any time or from time to time by the Board.

            SECTION 9.07. Contract Rights. The provisions of this Article IX
shall be deemed to be a contract right between the Corporation and each director
or officer who serves in any such capacity at any time while this Article IX and
the relevant provisions of the General Corporation Law or other applicable law
are in effect, and any repeal or modification of this Article IX or any such law
shall not affect any rights or obligations then existing with respect to any
state of facts or proceeding then existing.

            SECTION 9.08. Merger or Consolidation. For purposes of this Article
IX, references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article
IX with respect to the resulting or surviving corporation as he or she would
have with respect to such constituent corporation if its separate existence had
continued.

                                    ARTICLE X

                                   AMENDMENTS

            SECTION 10.01. Amendments. Any By-law (including these By-laws) may
be altered, amended or repealed by the vote of the recordholders of a majority
of the shares then entitled to vote at an election of directors or by written
consent of stockholders pursuant to Section 2.09 hereof, or by vote of the Board
or by a written consent of directors pursuant to Section 3.08 hereof.

                                       12

EX-3.3

                                                                     EXHIBIT 3.3

                     TERRITORY OF THE BRITISH VIRGIN ISLANDS
                    THE INTERNATIONAL BUSINESSS COMPANIES ACT
                                   (CAP. 291)




                             MEMORANDUM AND ARTICLES

                                 OF ASSOCIATION

                                       OF


                             STATS HOLDINGS LIMITED
                    (FORMERLY SUCCESS ZONE HOLDINGS LIMITED)



                   INCORPORATED THE 3RD DAY OF DECEMBER, 2002







                   INCORPORATED IN THE BRITISH VIRGIN ISLANDS





                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                   (CAP. 291)

                            MEMORANDUM OF ASSOCIATION

                                       OF

                             STATS HOLDINGS LIMITED
                    (FORMERLY SUCCESS ZONE HOLDINGS LIMITED)


NAME

1. The name of the Company is STATS Holdings Limited.

REGISTERED OFFICE

2. The registered office of the Company will be located at the offices of
Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands.

REGISTERED AGENT

3. The registered agent of the Company will be Offshore Incorporations Limited
of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands.

GENERAL OBJECTS AND POWERS

4. The Objects for which the Company is established are to engage in any act or
activity that is not prohibited under any law for the time being in force in the
British Virgin Islands including but not limited to:

         (1)      To purchase or otherwise acquire and undertake the whole or
                  any part of the business, goodwill, assets and liabilities of
                  any person, firm or company; to acquire an interest in,
                  amalgamate with or enter into partnership, joint venture or
                  profit-sharing arrangements with any person, firm or company;
                  to promote, sponsor, establish, constitute, form, participate
                  in, organise, manage, supervise and control any corporation,
                  company, syndicate, fund, trust, business or institution.

         (2)      To import, export, buy, sell (wholesale and retail), exchange,
                  barter, let on hire, distribute and otherwise deal in and turn
                  to account goods, materials, commodities, produce and
                  merchandise generally in their prepared, manufactured,
                  semi-manufactured, and raw state.


                                       2


         (3)      To purchase or otherwise acquire and hold, in any manner and
                  upon any terms, and to underwrite, invest and deal in shares,
                  stocks, debentures, debenture stock, annuities and foreign
                  exchange, foreign currency deposits and commodities and enter
                  into any interest rate exchange contracts, currency exchange
                  contracts, forward contracts, futures contracts, options and
                  other derivatives or financial instruments or products,
                  whether or not entered into or acquired for the purpose of
                  hedging against or minimising any loss concerning the assets
                  and business of the Company, and from time to time to vary any
                  of the same, and to exercise and enforce all rights and powers
                  incidental to the Company's interest therein, and to carry on
                  business as an investment trust, except a fund required to
                  register under the Mutual Funds Act 1996 (as amended), and to
                  invest or deal with the monies of the Company not immediately
                  required for its operations in such manners as the Company may
                  think fit.

         (4)      To enter into, carry on and participate in financial
                  transactions and operations of       all kinds.

         (5)      To manufacture, construct, assemble, design, repair, refine,
                  develop, alter, convert, refit, prepare, treat, render
                  marketable, process and otherwise produce materials, fuels,
                  chemicals, substances and industrial, commercial and consumer
                  products of all kinds.

         (6)      To apply for, register, purchase or otherwise acquire and
                  protect, prolong, and renew, in any part of the world, any
                  intellectual and industrial property and technology of
                  whatsoever kind or nature and licences, protections and
                  concessions therefor, and to use, turn to account, develop,
                  manufacture, experiment upon, test, improve and licence the
                  same.

         (7)      To purchase or otherwise acquire and to hold, own, licence,
                  maintain, work, exploit, farm, cultivate, use, develop,
                  improve, sell, let, surrender, exchange, hire, convey or
                  otherwise deal in lands, mines, natural resources, and
                  mineral, timber and water rights, wheresoever situate, and any
                  interest, estate and rights in any real, personal or mixed
                  property and any franchises, rights, licences or privileges,
                  and to collect, manage, invest, reinvest, adjust, and in any
                  manner to dispose of the income, profits, and interest arising
                  therefrom.

         (8)      To improve, manage, develop, sell, let, exchange, invest,
                  reinvest, settle, grant licences, easements, options,
                  servitudes and other rights over, or otherwise deal with all
                  or any part of the Company's property, undertaking and assets
                  (present and future) including uncalled capital, and any of
                  the Company's rights, interests and privileges.

         (9)      To acquire, sell, own, lease, let out on hire, administer,
                  manage, control, operate, construct, repair, alter, equip,
                  furnish, fit out, decorate, improve and otherwise undertake
                  and deal in engineering and construction works, buildings,
                  projects, offices and structures of all kinds.

         (10)     To carry on business as consulting engineers in all field
                  including without limitation civil, mechanical, chemical,
                  structural, marine, mining, industrial,


                                       3


                  aeronautical, electronic and electrical engineering, and to
                  provide architectural, design and other consultancy services
                  of all kinds.

         (11)     To purchase or otherwise acquire, take in exchange, charter,
                  hire, build, construct, own, work, manage, operate and
                  otherwise deal with any ship, boat, barge or other waterborne
                  vessel, hovercraft, balloon, aircraft, helicopter or other
                  flying machine, coach, wagon, carriage (however powered) or
                  other vehicle, or any share or interest therein.

         (12)     To establish, maintain, and operate sea, air, inland waterway
                  and land transport enterprises (public and private) and all
                  ancillary services.

         (13)     To carry on the business of advisers, consultants,
                  researchers, analysts and brokers of whatsoever kind of nature
                  in all branches of trade, commerce, industry and finance.

         (14)     To provide or procure the provision of every and any service
                  or facility required by any person, firm or company.

         (15)     To provide agency, corporate, office and business services to
                  any person, firm or company, and to act as nominee or
                  custodian of any kind and to act as directors, accountants,
                  secretaries and registrars of companies incorporated by law or
                  societies or organizations whether incorporated or not and to
                  act as trustee under deeds of trust and settlement and as
                  executor of wills and to receive assets into custody on behalf
                  of clients and to manage, administer and invest such assets in
                  accordance with any deed of trust or settlement, will or other
                  instruments pursuant to which such assets are held.

         (16)     To carry on all or any of the businesses of shippers and ship
                  owners, ship and boat builders, charterers, shipping and
                  forwarding agents, ship managers, wharfingers, lightermen,
                  stevedores, packers, storers, fishermen and trawlers.

         (17)     To carry on all or any of the businesses of hoteliers and
                  restaurateurs and sponsors, managers and licencees of all
                  kinds of sporting, competitive, social and leisure activities
                  and of clubs, associations and social gatherings of all kinds
                  and purposes.

         (18)     To carry on business as auctioneers, appraisers, valuers,
                  surveyors, land and estate agents.

         (19)     To carry on business as farmers, graziers, dealers in and
                  breeders of livestock, horticulturists and market gardeners.

         (20)     To carry on all or any of the businesses of printers,
                  publishers, designers, draughtsmen, journalists, press and
                  literary agents, tourist and travel agents, advertisers,
                  advertising and marketing agents and contractors, personal and
                  promotional representatives, artists, sculptors, decorators,
                  illustrators, photographers, film makers, producers and
                  distributors, publicity agents and display specialists.


                                       4


         (21)     To establish and carry on institutions of education
                  instruction or research and to provide for the giving and
                  holding of lectures, scholarships, awards, exhibitions,
                  classes and meetings for the promotion and advancement of
                  education or the dissemination of knowledge generally.

         (22)     To carry on business as jewelers, goldsmith, silversmiths and
                  bullion dealers and to import, export, buy, sell and deal in
                  (wholesale and retail) jewellery, gold, silver and bullion,
                  gold and silver plate, articles of value, objects of art and
                  such other articles and goods as the company thinks fit, and
                  to establish factories for culturing, processing and
                  manufacturing goods for the above business.

         (23)     To design, invent, develop, modify, adapt, alter, improve and
                  apply any object, article, device, appliance, utensil or
                  product for any use or purpose whatsoever.

         (24)     To develop, acquire, store, licence, apply, assign, exploit
                  all and any forms of computer and other electronic software,
                  programs and applications and information, databases and
                  reference material and computer, digital and other electronic
                  recording, retrieval, processing and storage media of
                  whatsoever kind and nature.

         (25)     To engage in the provision or processing of communications and
                  telecommunications services, information retrieval and
                  delivery, electronic message, electronic commerce, internet
                  and database services.

         (26)     To enter into any commercial or other arrangements with any
                  government, authority, corporation, company or person and to
                  obtain or enter into any legislation, orders, charters,
                  contracts, decrees, rights, privileges, licences, franchises,
                  permits and concessions for any purpose and to carry out,
                  exercise and comply with the same and to make, execute, enter
                  into, commence, carry on, prosecute and defend all steps,
                  contracts, agreements, negotiations, legal and other
                  proceedings, compromises, arrangements and schemes and to do
                  all other acts, matters and things which shall at any time
                  appear conducive or expedient for the advantage or protection
                  of the Company.

         (27)     To take our insurance in respect of any and all insurable
                  risks which may affect the Company or any other company or
                  person and to effect insurance (and to pay the premiums
                  therefor) in respect of the life of any person and to effect
                  re-insurance and counter-insurance, but no business amounting
                  to fire, life or marine insurance business may be undertaken.

         (28)     To lend and advance money and grand and provide credit and
                  financial or other accommodation to any person, firm or
                  company.

         (29)     To borrow or raise money in such manner as the Company shall
                  think fit and in particular by the issue (whether at par or at
                  a premium or discount and for such consideration as the
                  Company may think fit) of bonds, debentures or debenture
                  stock, mortgages or charges, perpetual or otherwise, and if
                  the Company thinks fit charged upon all or any of the
                  Company's property (both present and future) and undertaking
                  including its uncalled capital and further, if so thought fit,
                  convertible


                                       5


                  any stock or shares of the Company or any other company, and
                  collaterally or further to secure any obligations of the
                  Company by a trust deed or other assurance.

         (30)     To guarantee or otherwise support or secure, either with or
                  without the Company receiving any consideration or advantage
                  and whether by personal covenant or by mortgaging or charging
                  all or part of the undertaking, property, assets and rights
                  (present and future) and uncalled capital of the Company or by
                  both such methods or by any other means whatsoever, the
                  liabilities and obligations of and the payment of any moneys
                  whatsoever (including but not limited to capital, principal,
                  premiums, interest, dividends, costs and expenses on any
                  stocks, shares or securities) by any person, firm or company
                  whatsoever including but not limited to any company which is
                  for the time being the holding company or a subsidiary of the
                  Company or of the Company's holding company or is otherwise
                  associated with the Company in its business, and to act as
                  agents for the collection, receipt or payment of money, and to
                  enter into any contract of indemnity or suretyship (but not in
                  respect of fire, life and marine insurance business).

         (31)     To draw, make, accept, endorse, negotiate, discount, execute,
                  issue, purchase or otherwise acquire, exchange, surrender,
                  convert, make advances upon, hold, charge, sell and otherwise
                  deal in bills of exchange, cheques, promissory notes, and
                  other negotiable instruments and bills of lading, warrants,
                  and other instruments relating to goods.

         (32)     To give any remuneration or other compensation or reward (in
                  cash or securities or in any other manner the Directors may
                  think fit) to any person for services rendered or to be
                  rendered in the conduct or course of the Company's business or
                  in placing or procuring subscriptions of or otherwise
                  assisting in the issue of any securities of the Company or any
                  other company formed or promoted by the Company or in which
                  the Company may be interested in or about the formation or
                  promotion of the Company or any other company as aforesaid.

         (33)     To grant or procure pensions, allowances, gratuities and other
                  payments and benefits of whatsoever nature to or for any
                  person and to make payments towards insurances or other
                  arrangements likely to benefit any person or advance the
                  interests of the Company or of its Members, and to subscribe,
                  guarantee or pay money for any purpose likely, directly or
                  indirectly, to further the interests of the Company or its
                  Members or for any national, charitable, benevolent,
                  educational, social, public, general or useful object.

         (34)     To pay all expenses preliminary or incidental to the formation
                  and promotion of the Company or any other company and the
                  conduct of the business of the Company or any other company.

         (35)     To procure the Company to be registered or recognised in any
                  territory.

         (36)     To cease carrying on and wind up any business or activity of
                  the Company, and to cancel any registration of and to wind up
                  and procure the dissolution of the Company in any territory.

                                       6


         (37)     To distribute any part of the undertaking, property and assets
                  of the Company among its creditors and Members in specie or in
                  kind but so that no distribution amounting to a reduction of
                  capital may be made without the sanction (if any) for the time
                  being required by law.

         (38)     To appoint agents, experts and attorneys to do any and all of
                  the above matters and things on behalf of the Company or any
                  thing or matter for which the Company acts as agent or is in
                  any other way whatsoever interested or concerned in any part
                  of the world.

         (39)     To do all and any of the above the matters or things in any
                  part of the world and either as principal, agent, contractor,
                  trustee, or otherwise and by or through trustees, agents or
                  otherwise and either alone or in conjunction with others, and
                  generally upon such terms and in such manner and for such
                  consideration and security (if any) as the Company shall think
                  fit including the issue and allotment of securities of the
                  Company in payment or part payment for any property acquired
                  by the Company or any services rendered to the Company or as
                  security for any obligation or amount (even if less than the
                  nominal amount of such securities) or for any other purpose.

         (40)     To carry on any other business or activity and do any act or
                  thing which in the opinion of the Company is or may be capable
                  of being conveniently carried on or done in connection with
                  any of the above, or likely directly or indirectly to enhance
                  the value of or render more profitable all or any part of the
                  Company's property or assets or otherwise to advance the
                  interests of the Company or its Members.

         (41)     To have all such powers as are permitted by law for the time
                  being in force in the British Virgin Islands, irrespective of
                  corporate benefit, to perform all acts and engage in all
                  activities necessary, conducive or incidental to the conduct,
                  promotion or attainment of the above objects of the Company or
                  any of them.

                  And it is hereby declared that the intention is that each of
                  the objects specified in each paragraph of this clause shall,
                  except where otherwise expressed in such paragraph, be an
                  independent main object and be in nowise limited or restricted
                  by reference to or inference form the terms of any other
                  paragraph or the name of the Company.

         5. EXCLUSIONS

         (i)      The Company may not

                  (a)      carry on business with persons resident in the
                           British Virgin Islands;

                  (b)      own an interest in real property situate in the
                           British Virgin Islands, other than a lease referred
                           to in paragraph 5(ii)(e) of subclause 5(ii);

                  (c)      carry on banking or trust business, unless it is
                           licenced to do so under the Banks and Trust Companies
                           Act, 1990;

                  (d)      carry on business as an insurance or re-insurance
                           company, insurance


                                       7


                           agent or insurance broker, unless it is licenced
                           under an enactment authorizing it to carry on that
                           business;

                  (e)      carry on business of company management, unless it is
                           licensed under the Company Management Act, 1990; or

                  (f)      carry on the business of providing the registered
                           office or the registered agent for companies
                           incorporated in the British Virgin Islands.

         (ii)     For purposes of paragraph 5(i)(a) of subclause 5(i), the
                  Company shall not be treated as carrying on business with
                  person resident in the British Virgin Islands if

                  (a)      it makes or maintains deposits with a person carrying
                           on banking business within the British Virgin
                           Islands;

                  (b)      it makes or maintains professional contact with
                           solicitors, barristers, accountants, bookkeepers,
                           trust companies, administration companies, investment
                           advisers or other similar persons carrying on
                           business within the British Virgin Islands;

                  (c)      it prepares or maintains books and records within the
                           British Virgin Islands;

                  (d)      it holds, within the British Virgin Islands, meetings
                           of its directors or members;

                  (e)      it holds a lease of property for use as an office
                           from which to communicate with members or where
                           books and records of the Company are prepared or
                           maintained;

                  (f)      it holds shares, debt obligations or other securities
                           in a company incorporated under the International
                           Business Companies Act or under the Companies Act; or

                  (g)      shares debt obligations or other securities in the
                           Company are owned by any person resident in the
                           British Virgin Islands or by any company incorporated
                           under the International Business Companies Act or
                           under the Companies Act.

LIMITATION OF LIABILITY

6. The liability of members of the Company is limited.

CURRENCY

7. Shares in the Company shall be issued in the currency of the United States of
America.


                                       8


AUTHORISED CAPITAL

8. The authorised capital of the Company is US$50,000.00.

CLASSES, NUMBER AND PAR VALUE OF SHARES

9. The authorised capital is made up of one class and one series of shares
divided into 50,000 shares of US$1.00 par value.

DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES

10. All shares shall

(a)      have one vote each;

(b)      be subject to redemption, purchase or acquisition by the Company for
         fair value; and

(c)      have the same rights with regard to dividends and distributions upon
         liquidation of the Company.

VARIATION OF CLASS RIGHTS

11. If any time the authorised capital is divided into different classes or
series of shares, the rights attached to any class or series (unless otherwise
provided by the terms of issue of the shares of that class or series) may,
whether or not the Company is being wound up, be varied with the consent in
writing of the holders of not less than three-fourths of the issued shares of
that class or series and of the holders of not less than three-fourths of the
issued shares of any other class or series of shares which may be affected by
such variation.

RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

12. The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall not, unless otherwise expressly provided by the
terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith.

REGISTERED SHARES

13. Shares in the Company may only be issued as registered shares and may not be
exchanged for shares issued to bearer.

TRANSFER OF SHARES

14. Subject to the provisions relating to the transfer of shares set forth in
the Articles of Association annexed hereto (the "Articles of Association"),
shares in the Company may be transferred subject to the prior or subsequent
approval of the Company as evidenced by a resolution of directors or by a
resolution of members.


                                       9


PRIVATE COMPANY

15. The Company is a private company, and accordingly:

(a)      any invitation to the public to subscribe for any shares or debentures
         of the Company is prohibited;

(b)      the number of the members of the Company (not including persons who are
         in the employment of the Company, and persons who, having been formerly
         in the employment of the Company, were, while in such employment, and
         have continued after the determination of such employment to be,
         members of the Company) shall be limited to fifty PROVIDED that where
         two or more persons hold one or more shares in the Company jointly they
         shall, for the purposes of this Article, be treated as a single member;

(c)      the right to transfer the shares of the Company shall be restricted in
         manner herein prescribed; and

(d)      the Company shall not have power to issue share warrants to bearer.

AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

16. The Company may amend its Memorandum of Association and Articles of
Association by a resolution of members or by a resolution of directors.

DEFINITIONS

17. The meanings of words in this Memorandum of Association are as defined in
the Articles of Association.

We, OFFSHORE INCORPORATIONS LIMITED, of P.O Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands for the purpose of
incorporating an International Business Company under the laws of the British
Virgin Islands hereby subscribe our name to this Memorandum of Association the
1st day of July, 2002.

SUBSCRIBER                          OFFSHORE INCORPORATIONS LIMITED



                                     /s/ E.T. Powell
                                     ------------------------------------------
                                     E.T. POWELL
                                     Authorised Signatory



                                     /s/ Fandy Tsoi
in the presence of : WITNESS         ------------------------------------------
                                     Fandy Tsoi
                                     9th Floor, Ruttonjee House
                                     11 Duddell Street, Central
                                     Hong Kong
                                     Occupation: Operations Manager


                                       10


                    TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP.291)

                             ARTICLES OF ASSOCIATION

                                       OF


                             STATS HOLDINGS LIMITED
                    (FORMERLY SUCCESS ZONE HOLDINGS LIMITED)



                                  PRELIMINARY

1.       In these Articles, if not consistent with the subject or context, the
         words and expressions standing in the first column of the following
         table shall bear the meanings set opposite them respectively in the
         second column thereof.

Words             Meaning
- -----             -------

"capital"         The sum of the aggregate par value of all outstanding shares
                  with par value of the Company and shares with par value held
                  by the Company as treasury shares plus

                  (a)      the aggregate of the amounts designated as capital of
                           all outstanding shares without par value of the
                           Company and shares without par value held by the
                           Company as treasury shares, and

                  (b)      the amounts as are from time to time transferred from
                           surplus to capital by a resolution of directors.

"member"          A person who holds shares in the Company.

"person"          An individual, a corporation, a trust, the estate of a
                  deceased individual, a partnership or an unincorporated
                  association of persons.

"resolution of directors"

                  (a)      A resolution approved at a duly convened and
                           constituted meeting of directors of the Company or of
                           a committee of directors of the


                                       11


                           Company by the affirmative vote of a simple majority
                           of the directors present at the meeting who voted and
                           did not abstain; or

                  (b)      a resolution consented to in writing by all directors
                           or of all members of the committee, as the case may
                           be;

                  except that where a director is given more than one vote, he
                  shall be counted by the number of votes he casts for the
                  purpose of establishing a majority.

"resolution of members"

                  (a)      A resolution approved at a duly convened and
                           constituted meeting of the members of the Company by
                           the affirmative vote of

                           (i)      a simple majority of the votes of the shares
                                    entitled to vote thereon which were present
                                    at the meeting and were voted and not
                                    abstained, or

                           (ii)     a simple majority of the votes of each class
                                    or series of shares which were present at
                                    the meeting and entitled to vote thereon as
                                    a class or series and were voted and not
                                    abstained and of a simple majority of the
                                    votes of the remaining shares entitled to
                                    vote thereon which were present at the
                                    meeting and were voted and not abstained; or

                  (b)      a resolution consented to in writing by

                           (i)      an absolute majority of the votes of shares
                                    entitled to votes thereon, or

                           (ii)     an absolute majority of the votes of each
                                    class or series of shares entitled to vote
                                    thereon as a class or series and of an
                                    absolute majority of the votes of the
                                    remaining shares entitled to vote thereon.

"securities"      Shares and debt obligations of every kind, and options,
                  warrants and rights to acquire shares, or debts obligations.

"surplus"         The excess, if any, at the time of the determination of the
                  total assets of the Company over the aggregate of its total
                  liabilities, as shown in its books of account, plus the
                  Company's capital.

"the Act"         The International Business Companies Act (Cap. 291) including
                  any modification, extension, re-enactment or renewal thereof
                  and any regulations made thereunder.

"the Memorandum"  The Memorandum of Association of the Company as originally
                  framed or as from time to time amended.


                                       12


"the Seal"        Any Seal which has been duly adopted as the Seal of the
                  Company.

"these Articles"  The Articles of Association as originally framed or as from
                  time to time amended.

"treasury shares" Shares in the Company that were previously issued but
                  were repurchased, redeemed or otherwise acquired by the
                  Company and not cancelled.

2.       "Written" or any term of like import includes words typewritten,
         printed, painted, engraved, lithographed, photographed or represented
         or reproduced by any mode of reproducing words in a visible form,
         including telex, facsimile, telegram, cable, electronic message or
         other form of writing produced by electronic communication.

3.       Save as aforesaid any words or expressions defined in the Act shall
         bear the same meaning in these Articles.

4.       Whenever the singular or plural number, or the masculine, feminine or
         neuter gender is used in these Articles, it shall equally, where the
         context admits, include the others.

5.       A reference in these Articles to voting in relation to shares shall be
         construed as a reference to voting by members holding the shares except
         that it is the votes allocated to the shares that shall be counted and
         not the number of members who actually voted and a reference to shares
         being present at a meeting shall be given a corresponding construction.

6.       A reference to money in these Articles is, unless otherwise stated, a
         reference to the currency in which shares in the Company shall be
         issued according to the provisions of the Memorandum.

         REGISTERED SHARES

7.       Every member holding registered shares in the Company shall be entitled
         to a certificate signed by a director or officer of the Company and
         under the Seal specifying the share or shares held by him and the
         signature of the director or officer and the Seal may be facsimiles.

8.       Any member receiving a share certificate for registered shares shall
         indemnify and hold the Company and its directors and officers harmless
         from any loss or liability which it or they may incur by reason of any
         wrongful or fraudulent use or representation made by any person by
         virtue of the possession thereof. If a share certificate for registered
         shares is worn out or lost it may be renewed on production of the worn
         out certificate or on satisfactory proof of its loss together with such
         indemnity as may be required by a resolution of directors.


                                       13


9.       If several persons are registered as joint holders of any shares, any
         one of such persons may give an effectual receipt for any dividend
         payable in respect of such shares.

SHARES, AUTHORISED CAPITAL, CAPITAL AND SURPLUS

10.      Subject to the provisions of these Articles and any resolution of
         members the unissued shares of the Company shall be at the disposal of
         the directors who may, without limiting or affecting any rights
         previously conferred on the holders of any existing shares or class or
         series of shares offer, allot, grant options over or otherwise dispose
         of shares to such persons, at such times and upon such terms and
         conditions as the Company may by resolution of directors determine.

11.      No share in the Company may be issued until the consideration in
         respect thereof is fully paid, and when issued the share is for all
         purposes fully paid and non-assessable save that a share issued for a
         promissory note or other written obligation for payment of a debt may
         be issued subject to forfeiture in the manner prescribed in these
         Articles.

12.      Shares in the Company shall be issued for money, services rendered,
         personal property, an estate in real property, a promissory note or
         other binding obligation to contribute money or property or any
         combination of the foregoing as shall be determined by a resolution of
         directors.

13.      Shares in the Company may be issue for such amount of consideration as
         the director may from time to time by resolution of directors
         determine, except that in the case of shares with par value, the amount
         shall not be less than the par value, and in the absence of fraud the
         decision of the directors as to the value of the consideration received
         by the Company in respect of the issue is conclusive unless a question
         of law is involved. The consideration in respect of the shares
         constitutes capital to the extent of the par value and the excess
         constitutes surplus.

14.      A share issued by the Company upon conversion of, or in exchange for,
         another share or a debt obligation or other security in the Company,
         shall be treated for all purposes as having been issued for money equal
         to the consideration received or deemed to have been received by the
         Company in respect of the other share, debt obligation or security.

15.      Treasury shares may be disposed of by the Company on such terms and
         conditions (not otherwise inconsistent with these Articles) as the
         Company may by resolution of directors determine.

16.      The Company may issue fractions of a share and a fractional share shall
         have the same corresponding fractional liabilities, limitations,
         preferences, privileges, qualification, restrictions, rights and other
         attributes of a whole share of the same class or series of shares.

17.      Upon the issue by the Company of a share without par value, if an
         amount is stated in the Memorandum to be authorised capital represented
         by such shares then each share shall be issued for no less than the
         appropriate proportion of such

                                          14



         amount which shall constitute capital, otherwise the consideration in
         respect of the share constitutes capital to the extent designated by
         the directors and the excess constitutes surplus, except that the
         directors must designate as capital an amount of the consideration that
         is at least equal to the amount that the share is entitled to as a
         preference, if any, in the assets of the Company upon liquidation of
         the Company.

18.      The Company may purchase, redeem or otherwise acquire and hold its own
         shares but only out of surplus or in exchange for newly issued shares
         of equal value.

19.      Subject to provisions to the contrary in

         (a)      the Memorandum or these Articles;

         (b)      the designations, powers, preferences, rights, qualifications,
                  limitations and restrictions with which the shares were
                  issued; or

         (c)      the subscription agreement for the issue of the shares,

the Company may not purchase, redeem or otherwise acquire its own shares without
the consent of members whose shares are to be purchase, redeemed or otherwise
acquired.

20.      No purchase, redemption or other acquisition of shares shall be made
         unless the directors determine that immediately after the purchase,
         redemption or other acquisition Company will be able to satisfy its
         liabilities as they become due in the ordinary course of its business
         and the realisable value of the assets of the Company will not be less
         than the sum of its total liabilities, other than deferred taxes, as
         shown in the books of account, and its capital and, in the absence of
         fraud, the decision of the directors as to the realisable value of the
         assets of the Company is conclusive, unless a question of law is
         involved.

21.      A determination by the directors under the preceding Regulation is not
         required where shares are purchased, redeemed or otherwise acquired.

         (a)      pursuant to a right member to have his shares redeemed or to
                  have his shares exchanged for money or other property of the
                  Company;

         (b)      by virtue of a transfer of capital pursuant to Regulation 49;

         (c)      by virtue of the provisions of Section 83 of the Act; or

         (d)      pursuant to an order of the Court.

22.      Shares that the Company purchases, redeems or otherwise acquires
         pursuant to the preceding Regulation may be cancelled or held as
         treasury shares except to the extent that such shares are in excess of
         80 per cent of the issued shares of the Company in which case they
         shall be cancelled but they shall be available for reissue.


                                       15


23.      Where shares in the Company are held by the Company as treasury shares
         or are held by another company of which the Company holds, directly or
         indirectly, shares having more than 50 per cent of the votes in the
         election of directors of the other company, such shares of the Company
         are not entitled to vote or to have dividends paid thereon and shall
         not be treated as outstanding for any purpose except for purposes of
         determining the capital of the Company.

24.      The Company may purchase, redeem or otherwise acquire its shares at a
         price lower than the fair value if permitted by, and then only in
         accordance with, the terms of

         (a)      the Memorandum or these Articles; or

         (b)      a written agreement for the subscription for the shares to be
                  purchased, redeemed or otherwise acquired.

25.      The Company may by a resolution of directors include in the computation
         of surplus for any purpose the unrealised appreciation of the assets of
         the Company, and, in the absence of fraud, the decision of the
         directors as to value of the assets is conclusive, unless a question of
         law is involved.

MORTAGES AND CHARGES OF REGISTERED SHARES

26.      Members may mortgage or charge their registered shares in the Company
         and upon satisfactory evidence thereof the Company shall give effect to
         the terms of any valid mortgage or charge except insofar as it may
         conflict with any requirements herein contained for consent to the
         transfer of shares.

27.      In the case of the mortgage or charge of registered shares there may be
         entered in the share register of the Company at the request of the
         registered holder of such shares

         (a)      a statement that the shares are mortgaged or charged;

         (b)      the name of the mortgagee or chargee; and

         (c)      the date on which the aforesaid particulars are entered in the
                  share register.

28.      Where particulars of a mortgage or charge are registered, such
         particulars shall be cancelled

         (a)      with the consent of the named mortgagee or chargee or anyone
                  authorised to act on his behalf; or

         (b)      upon evidence satisfactory to the directors of the discharge
                  of the liability secured by the mortgage or charge and the
                  issue of such indemnities as the directors shall consider
                  necessary or desirable.

29.      Whilst particulars of a mortgage or charge are registered, no transfer
         of any share comprised therein shall be effected without the written
         consent of the named mortgagee or chargee or anyone authorised to act
         on his behalf.


                                       16


FORFEITURE

30.      When shares issued for a promissory note or other written obligation
         for payment of a debt have been issued subject to forfeiture, the
         provisions set forth in the following four regulations shall apply.

31.      Written notice specifying a date for payment to be made and the shares
         in respect of which payment is to be made shall be served on the member
         who defaults in making payment pursuant to a promissory note or other
         written obligations to pay a debt.

32.      The written notice specifying a date for payment shall

         (a)      name a further date not earlier than the expiration of
                  fourteen days from the date of service of the notice on or
                  before which payment required by the notice is to be made; and

         (b)      contain a statement that in the event of non-payment at or
                  before the time named in the notice the shares, or any of
                  them, in respect of which payment is not made will be liable
                  to be forfeited.

33.      Where a written notice has been issued and the requirements have not
         been complied with within the prescribed time, the directors may at any
         time before tender of payment forfeit and cancel the shares to which
         the notice relates.

34.      The Company is under no obligation to refund any monies to the member
         whose shares have been forfeited and cancelled pursuant to these
         provisions. Upon forfeiture and cancellation of the shares the member
         is discharged from any further obligation to the Company with respect
         to the shares forfeited and cancelled.

LIEN

35.      The Company shall have a first and paramount lien on every shares
         issued for a promissory note or for any other binding obligation to
         contribute money or property or any combination thereof to the Company,
         and the Company shall also have a first and paramount lien on every
         share standing registered in the name of a member, whether singly or
         jointly with any other person or persons, for all the debts and
         liabilities of such member or his estate to the Company, whether the
         same shall have been incurred before or after notice to the Company of
         any interest of any person other than such member, and whether the time
         for the payment or discharge of the same shall have actually arrived or
         not, notwithstanding that the same are joint debts or liabilities of
         such member or his estate and any other person, whether a member of the
         Company or not. The Company's lien on a share shall extend to all
         dividends payable thereon. The directors may at any time either
         generally, or in any particular case, waive any lien that has arisen or
         declare any share to be wholly or in part exempt form the provisions of
         this Regulations.


                                       17


36.      In the absence of express provisions regarding sale in the promissory
         note or other binding obligation to contribute money or property, the
         Company may sell, in such manner as the directors may by resolution of
         directors determine, any share on which the Company has a lien, but no
         sale shall be made unless some sum in respect of which the lien exists
         is presently payable nor until the expiration of 21 days after a notice
         in writing, stating and demanding payment of the sum presently payable
         and giving notice of the intention to sell in default of such payment,
         has been served on the holder for the time being of the share.

37.      The net proceeds of the sale by the Company of any shares on which it
         has a lien shall be applied in or towards payment of discharge of the
         promissory note or other binding obligation to contribute money or
         property or any combination thereof in respect of which the lien exists
         so far as the same is presently payable and any residue shall (subject
         to a like lien for debts or liabilities not presently payable as
         existed upon the share prior to the sale) be paid to the holder of the
         share immediately before such sale. For giving effect to any such sale
         to the directors may authorise some person to transfer the share sold
         to the purchaser thereof. The purchaser shall be registered as the
         holder of the share and he shall not be bound to see to the application
         of the purchase money, not shall his title to the share be affected by
         any irregularity or invalidity in the proceedings in reference to the
         sale.

TRANSFER OF SHARES

38.      Subject to any limitations in the Memorandum, registered shares in the
         Company may be transferred by a written instrument of transfer signed
         by the transferor and containing the name and address of the
         transferee, but in the absence of such written instrument of transfer
         the directors may accept such evidence of as a transfer of shares as
         they consider appropriate.

39.      The Company shall not be required to treat a transferee of a registered
         share in the Company as a member until the transferee's name has been
         entered in the share register.

40.      Subject to any limitations in the Memorandum, the Company must on the
         application of the transferor or transferee of a registered share in
         the company enter in the share register the name of the transferee of
         the share save that the registration of transfers may be suspended and
         the share register closed at such times and for such periods as the
         Company may from time to time by resolution of directors determine
         provided always that such registration shall not be suspended and the
         share register closed for more than 60 days in any period of twelve
         months.

TRANSMISSION OF SHARES

41.      The executor or administrator of a deceased member, the guardian of an
         incompetent member or the trustee of a bankrupt member shall be the
         only person recoginised by the Company as having any title to his share
         but they shall not be entitled to exercise any rights as a member of
         the Company until they have proceeded as set forth in the next
         following three regulations.


                                       18

42.      The production to the Company of any document which is evidence of
         probate of the will, or letters of administration of the estate, or
         confirmation as executor, of a deceased member or of the appointment of
         a guardian of an incompetent member of the trustee of a bankrupt member
         shall be accepted by the Company even if the deceased, incompetent or
         bankrupt member is domiciled outside the British Virgin Islands if the
         document evidencing the grant of probate or letters of administration,
         confirmation as executor, appointment as guardian or trustee in
         bankruptcy is issued by a foreign court which had competent
         jurisdiction in the matter. For the purpose of establishing whether or
         not a foreign court had competent jurisdiction in such a matter the
         directors may obtain appropriate legal advice. The directors may also
         require an indemnity to be given by the executor, administrator,
         guardian or trustee in bankruptcy.

43.      Any person becoming entitled by operation of law or otherwise to a
         share or shares in consequence of the death, incompetence or bankruptcy
         of any member may be registered as a member upon such evidence being
         produced as may reasonably be required by the directors. An application
         by any such person to be registered as a member shall for all purpose
         be deemed to be a transfer of shares of the deceased, incompetent or
         bankrupt member and the directors shall treat it as such.

44.      Any person who has become entitled to a share or shares in consequence
         of the death, incompetence or bankruptcy of any member may, instead of
         being registered himself, request in writing that some person to be
         named by him be registered as the transferee of such share or shares
         and such request shall likewise be treated as if it were a transfer.

45.      What amounts to incompetence on the part of a person is a matter to be
         determined by the court having regard to all the relevant evidence and
         the circumstances of the case.

REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL

46.      The Company may by a resolution of directors amend the Memorandum to
         increase or reduce its authorised capital and in connection therewith
         the Company may in respect of any unissued shares increase or reduce
         the number of such shares, increase or reduce the par value of any such
         shares or effect any combination of the foregoing.

47.      The Company may amend the Memorandum to

         (a)      divide the shares, including issued shares, of a class or
                  series into a larger number of shares of the same class or
                  series; or

         (b)      combine the shares, including issued shares, of a class or
                  series into a smaller number of shares of the same class or
                  series,

         provided , however, that where shares are divided or combined under (a)
         or (b) of this Regulation, the aggregate par value of the new shares
         must be equal to the aggregate par value of the original shares.


                                       19


48.      The capital of the Company may by a resolution of directors be
         increased by transferring an amount of the surplus of the Company to
         capital.

49.      Subject to the provisions of the two next succeeding Regulations, the
         capital of the Company may by resolution of directors be reduced by
         transferring an amount of the capital of the Company to surplus.

50.      No reduction of capital shall be effected that reduces the capital of
         the Company to an amount that immediately after the reduction is less
         than the aggregate par value of all outstanding shares with par value
         and all shares with par value held by the Company as treasury shares
         and the aggregate of the amounts designated as capital of all
         outstanding shares without par value and all shares without par value
         held by the Company as treasury shares that are entitled to a
         preference, if any, in the assets of the Company upon liquidation of
         the Company.

51.      No reduction of capital shall be effected unless the directors
         determine that immediately after the reduction the Company will be able
         to satisfy its liabilities as they become due in the ordinary course of
         its business and that the realisable assets of the Company will not be
         less than its total liabilities, other than deferred taxes, as shown in
         the books of the Company and its remaining capital, and, in the absence
         of fraud, the decision of the directors as to the realisable value of
         the assets of the Company is conclusive, unless a question of law is
         involved.

MEETINGS AND CONSENTS OF MEMBERS

52.      The directors of the Company may convene meetings of the members of the
         Company at such times and in such manner and places within or outside
         the British Virgin Islands as the directors consider necessary or
         desirable.

53.      Upon the written request of members holding ten per cent or more of the
         outstanding voting shares in the Company the directors shall convene a
         meeting of members.

54.      The directors shall give not less than seven days notice of meetings of
         members to those persons whose names on the date the notice is given
         appear as members in the share register of the Company and are entitled
         to vote at the meeting.

55.      The directors may fix the date notice is given of a meeting of members
         as the record date for determining those shares that are entitled to
         vote at the meeting.

56.      A meeting of members may be called on short notice:

         (a)      if members holding not less than 90 per cent of the total
                  number of shares entitled to vote on all matters to be
                  considered at the meeting, or 90 per cent of the votes of each
                  class or a series of shares where members are entitled to vote
                  thereon as a class or series together with not less than a 90
                  per cent majority of the remaining votes, have agreed to short
                  notice of the meeting, or


                                       20


         (b)      if all members holding shares entitled to vote on all or any
                  matters to be considered at the meeting have waived notice of
                  the meeting and for this purpose presence at the meeting shall
                  be deemed to constitute waiver.

57.      The inadvertent failure of the directors to give notice of a meeting to
         a member, or the fact that a member has not received notice, does not
         invalidate the meeting.

58.      A member may be represented at a meeting of members by a proxy who may
         speak and vote on behalf of the member.

59.      The instrument appointing a proxy shall be produced at the place
         appointed for the meeting before the time for holding the meeting at
         which the person named in such instrument proposes to vote.

60.      An instrument appointing a proxy shall be in substantially the
         following form or such other form as the Chairman of the meeting shall
         accept as properly evidencing the wishes of the member appointing the
         proxy.




                  (Name of Company)

I/We __________________ being a member of the above Company with ___________
shares HEREBY APPOINT _________________ of _______________ or failing him
________________ of ___________________ to be my/our proxy to vote for me/us at
the meeting of members to be held on the ______ day of ____________________ and
at any adjournment thereof.


(Any restrictions on voting to be inserted here.)

Signed this ____________ day of ___________________


- ------------------------------
Member

61.      The following shall apply in respect of joint ownership of shares:

         (a)      if two or more persons hold shares jointly each of them may be
                  present in person or by proxy at a meeting of members and may
                  speak as a member;

         (b)      if only one of the joint owners is present in person or by
                  proxy he may vote on behalf of all joint owners; and

         (c)      if two or more of the joint owners are present in person or by
                  proxy they must vote as one.

62.      A member shall be deemed to be present at a meeting of members if he
         participates by telephone or other electronic means and all members
         participating in the meeting are able to hear each other.


                                       21


63.      A meeting of members is duly constituted if, at the commencement of the
         meeting, there are present in person or by proxy not less than 50 per
         cent of the votes of the shares or class or series of shares entitled
         to vote on resolutions of members to be considered at the meeting. If a
         quorum be present, notwithstanding the fact that such quorum may be
         represented by only one person then such person may resolve any matter
         and a certificate signed by such person accompanied where such person
         be a proxy be a copy of the proxy form shall constitute a valid
         resolution of members.

64.      If within two hours from the time appointed for the meeting a quorum is
         not present, the meeting, if convened upon the requisition of members,
         shall be dissolved; in any other case it shall stand adjourned to the
         next business day at the same time and place or to such other time and
         place as the directors may determine, and if at the adjourned meeting
         there are present within one hour from the time appointed for the
         meeting in person or by proxy not less than one third of the votes of
         the shares or each class or series of shares entitled to vote on the
         resolutions to be considered by the meeting, those present shall
         constitute a quorum but otherwise the meeting shall be dissolved.

65.      At every meeting of members, the Chairman of the Board of Directors
         shall preside as Chairman of the meeting. If there is no Chairman of
         the Board of Directors or if the Chairman of the Board of the Directors
         is not present at the meeting, the members present shall choose someone
         of their number to be the Chairman. If the members are unable to choose
         a Chairman for any reason, then the person representing the greatest
         number of the voting shares present in person or by prescribed form of
         proxy at the meeting shall preside as Chairman failing which the oldest
         individual member or representative of a member of present shall take
         the chair.

66.      The Chairman may, with the consent of the meeting, adjourn any meeting
         from time to time, and from place to place, but no business shall be
         transacted at any adjourned meeting other than the business left
         unfinished at the meeting from which the adjournment took place.

67.      At any meeting of the members the Chairman shall be responsible for
         deciding in such manner as he shall consider appropriate whether any
         resolution has been carried or not and the result of his decision shall
         be announced to the meeting and recorded in the minutes thereof. If the
         Chairman shall have any doubt as to the outcome of any resolution put
         to the vote, he shall cause a poll to be taken of all votes cast upon
         such resolution, but if the Chairman shall fail to take a poll then any
         member present in person or by proxy who disputes the announcement by
         the Chairman of the result of any vote may immediately following such
         announcement demand that a poll be taken and the Chairman shall
         thereupon cause a poll to be taken. If a poll is taken at any meeting
         the result thereof shall be duly recorded in the minutes of that
         meeting by the Chairman.

68.      Any person other than an individual shall be regarded as one member and
         subject to the specific provisions hereinafter contained for the
         appointment of


                                       22

         representatives of such persons the right of any individual to speak
         for or represent such member shall be determined by the law of the
         jurisdiction where, and by the documents by which, the person is
         constituted or derives its existence. In case of doubt, the directors
         may in good faith seek legal advice from any qualified person and
         unless and until a court of competent jurisdiction shall otherwise
         rule, the directors may rely and act upon such advice without incurring
         any liability to any member.

69.      Any person other than an individual which is a member of the Company
         may be resolution of its directors or other governing body authorise
         such person as it thinks fit to act as its representative at any
         meeting of the Company or of any class of members of the Company, and
         the person so authorised shall be entitled to exercise the same power
         on behalf of the person which he represents as that person could
         exercise if it were an individual member of the Company.

70.      The Chairman of any meeting at which a vote is cast by proxy or on
         behalf of any person other than an individual may call for a notarially
         certified copy of such proxy or authority which shall be produced
         within seven days of being so requested or the votes cast by such proxy
         or on behalf of such person shall be disregarded.

71.      Directors of the Company may attend and speak at any meeting of members
         of the Company and at any separate meeting of the holders of any class
         or series of shares in the Company.

72.      An action that may be taken by the members at a meeting may also be
         taken by a resolution of members consented to in writing or by telex,
         telegram, cable, facsimile or other written electronic communication,
         without the need for any notice, but if any resolution of members is
         adopted otherwise than by the unanimous written consent of all members,
         a copy of such resolution shall forthwith be sent to all members not
         consenting to such resolutions. The consent may be in the form of
         counterparts, each counterpart being signed by one or more members.

DIRECTORS

73.      The first directors of the Company shall be appointed by the
         subscribers to the Memorandum. Thereafter, the directors shall be
         elected by the members for such term as the members may determine.

74.      The minimum number of directors shall be one and the maximum number
         shall be twelve.

75.      Each director shall hold office for the term, if any, fixed by
         resolution of members or until his earlier death, resignation or
         removal.

76.      A director may be removed from the office, with or without cause, by a
         resolution of members or, with cause, by a resolution of directors.


                                       23


77.      A director may resign his office by giving written notice of his
         resignation to the Company and the resignation shall have effect from
         the date the notice is received by the Company or from such later date
         as may be specified in the notice.

78.      The directors may at any time appoint any person to be a director
         either to fill a vacancy or as an addition to the existing directors. A
         vacancy occurs through the death, resignation or removal of a director
         but a vacancy or vacancies shall not be deemed to exist where one or
         more directors shall resign after having appointed his or their
         successor or successors.

79.      The Company may determine by resolution of directors to keep a register
         of directors containing:

         (a)      the names and addresses of the person who are directors of the
                  Company;

         (b)      the date on which each person whose name is entered in the
                  register was appointed as a director of the Company; and

         (c)      the date on which each person named as a director ceased to be
                  a director of the Company

80.      If the directors determine to maintain a register of directors, a copy
         thereof shall be kept at the registered office of the Company and the
         Company may determine by resolution of directors to register a copy of
         the register with the Registrar of Companies.

81.      With the prior or the subsequent approval by a resolution of members,
         the directors may, by a resolution of directors fix the emoluments of
         directors with respect to services to be rendered in any capacity to
         the Company.

82.      A director shall not require a share qualification, and may be an
         individual or a company.

POWERS OF THE DIRECTORS

83.      The business and affairs of the Company shall be managed by the
         directors who may pay all expenses incurred preliminary to and in
         connection with the formation and registration of the Company and may
         exercise all such powers of the Company as are not by the Act or by the
         Memorandum or these Articles required to be exercised by the members of
         the Company, subject to any delegation of such power as may be
         authorised by these Articles and to such requirements as may be
         prescribed by a resolution of members; but no requirement made by a
         resolution of members shall prevail if it be inconsistent with these
         Articles nor shall such requirement invalidate any prior act of the
         directors which would have been valid if such requirement had not been
         made.

84.      The directors may, by resolution of directors, appoint any person,
         including a person who is a director, to be an officer or agent of the
         Company. The resolution of directors appointing an agent may authorise
         the agent to appoint one or more

                                       24


         substitutes or delegates to exercise some or all of the powers
         conferred on the agent by the Company.

85.      Every officer or agent of the Company has such powers officer or agent
         of the directors, including the power and authority to affix the Seal,
         as are set forth in these Articles or in the resolution of directors
         appointing the officer or agent, except that no officer or agent has
         any power or authority with respect to the matters requiring a
         resolution of directors under the Act.

86.      Any director which is a body corporate may appoint any person its duly
         authorised representative for the purpose of representing it at
         meetings of the Board of Directors or with respect to unanimous written
         consents.

87.      The continuing directors may act notwithstanding any vacancy in their
         body, save that if their number is reduced to their knowledge below the
         number fixed by or pursuant to these Articles as the necessary quorum
         for a meeting of directors, the continuing directors or director may
         act only for the purpose of appointing directors to fill any vacancy
         that has arisen or summoning a meeting of members.

88.      The directors may by resolution of directors exercise all the powers of
         the Company to borrow money and to mortgage or charge its undertakings
         and property or any part thereof, to issue debentures, debenture stock
         and other securities whenever money is borrowed or as security for any
         debt, liability or obligation of the Company or of any third party.

89.      All cheques, promissory notes, drafts, bills of exchange and other
         negotiable instruments and all receipts for monies paid to the Company,
         shall be signed, drawn, accepted, endorsed or otherwise executed, as
         the case may be , in such manner as shall from time to time be
         determined by resolution of directors.

90.      The Company may determine by resolution of directors to maintain at its
         registered office a register of mortgages, charges and other
         encumbrances in which there shall be entered the following particulars
         regarding each mortgage, charge and other encumbrances:

         (a)      the sum secured;

         (b)      the assets secured;

         (c)      the name and address of the mortgagee, chargee or other
                  encumbrancer;

         (d)      the date of creation of the mortgage, charge or other
                  encumbrance; and

         (e)      the date on which the particulars specified above in respect
                  of the mortgage, charge or other encumbrance are entered in
                  the register.

91.      The Company may further determine by a resolution of directors to
         register a copy of the register of mortgages, charges or other
         encumbrances with the Registrar of Companies.


                                       25


PROCEEDINGS OF DIRECTORS

92.      The directors of the Company or any committee thereof may meet at such
         times and in such manner and places within or outside the British
         Virgin Islands as the directors may determine to be necessary or
         desirable.

93.      A director shall be deemed to be present at a meeting of directors if
         he participates by telephone or other electronic means and all
         directors participating in the meeting are able to hear each other.

94.      A director shall be given not less than three days notice of meetings
         of directors, but a meeting of directors held without three days notice
         having been given to all directors shall be valid if all the directors
         entitled to vote at the meeting who do not attend, waive notice of the
         meeting and for this purpose, the presence of a director at a meeting
         shall constitute waiver on his part. The inadvertent failure to give
         notice of a meeting to a director, or the fact that a director has not
         received the notice, does not invalidate the meeting.

95.      A director may by a written instrument appoint an alternate who need
         not be a director and an alternate is entitled to attend meetings in
         the absence of the director who appointed him and to vote or consent in
         place of the director.

96.      A meeting of directors is duly constituted for all purposes if at the
         commencement of the meeting there are present in person or by alternate
         not less than one half of the total number of directors, unless there
         are only two directors in which case the quorum shall be two.

97.      If the Company shall have only one director the provisions herein
         contained for meetings of the directors shall not apply but such sole
         director shall have full power to represent and act for the Company in
         all matters as are not by the Act or the Memorandum or these Articles
         required to be exercised by the members of the Company and in lieu of
         minutes of a meeting shall record in writing and sign a note or
         memorandum of all matters requiring a resolution of directors. Such a
         note or memorandum shall constitute sufficient evidence of such
         resolution for all purposes.

98.      At every meeting at the directors the Chairman of the Board of
         Directors shall preside as Chairman of the meeting. If there is no
         Chairman of the Board of Directors or if the Chairman of the Board of
         Directors is not present at the meeting the Vice Chairman of the Board
         of Directors shall preside. If there is no Vice Chairman of the Board
         of Directors or if the Vice Chairman of the Board of Directors is not
         present at the meeting the directors present shall choose someone of
         their number to be Chairman of the meeting.

99.      An action that may be taken by the directors or a committee of
         directors at a meeting may also be taken by a resolution of directors
         or a committee of directors consented to in writing or by telex,
         telegram, cable, facsimile or other written electronic communication by
         all directors or all members of the committee as the case may be,
         without the need for any notice. The consent may be in the form of
         counterparts, each counterpart being signed by one or more directors.


                                       26


100.     The directors shall cause the following corporate records to be kept:

         (a)      minutes of all meetings of directors, members, committee of
                  directors, committees of officers and committees of members;

         (b)      copies of all resolutions consented to by directors, members,
                  committees of directors, committees of officers and committees
                  of members; and

         (c)      such other accounts and records as the directors consider
                  necessary or desirable in order to reflect the financial
                  position of the Company.

101.     The books, records and minutes shall be kept at the registered office
         of the Company, its principal place of business or at such other place
         as the directors determine.

102.     The directors may, by resolution of directors, designate one or more
         committees, each consisting of one or more directors.

103.     Each committee of directors has such powers and authorities of the
         directors, including the power and authority to affix the Seal, as are
         set forth in the resolution of directors establishing the committee,
         except that no committee has any power or authority to amend the
         Memorandum or these Articles, to appoint directors or fix their
         emoluments, or to appoint officers or agents of the Company.

104.     The meetings and proceedings of each committee of directors consisting
         of two or more directors shall be governed mutatis mutandis by the
         provisions of these Articles regulating the proceedings of directors so
         far as the same are not superseded by any provisions in the resolution
         establishing the committee.

OFFICERS

105.     The Company may be resolution of directors appoint officers of the
         Company at such times as shall be considered necessary or expedient.
         Such officers may consist of a Chairman of the Board of Directors, a
         Vice Chairman of the Board of Directors, a President and one or more
         Vice Presidents, Secretaries and Treasurers and such other officers as
         may from time to time be deemed desirable. Any number of offices may be
         held by the same person.

106.     The officers shall perform such duties as shall be prescribed at the
         time of their appointment subject to any modification in such duties as
         may be prescribed thereafter by resolution of directors or resolution
         of members, but in the absence of any specific allocation of duties it
         shall be the responsibility of the Chairman of the Board of Directors
         to preside at meetings of directors and members, the Vice Chairman to
         act in the absence of the Chairman, the President to manage the day to
         day affairs of the Company, the Vice Presidents to act in order of
         seniority in the absence of the President but otherwise to perform such
         duties as may be delegated to them by the President, the Secretaries to
         maintain the share register, minute books and records (other than
         financial records) of the Company and to ensure compliance with all
         procedural requirements imposed


                                       27


         on the Company by applicable law, and the Treasury to be responsible
         for the financial affairs of the Company.

107.     The emoluments of all officers shall be fixed by resolution of
         directors.

108.     The officers of the Company shall hold office until their successors
         are duly elected and qualified, but any officer elected or appointed by
         the directors may be removed at any time, with or without cause, by
         resolution of directors. Any vacancy occurring in any office of the
         Company may be filled by resolution of directors.

CONFLICT OF INTERESTS

109.     No agreement or transaction between the Company and one or more of its
         directors or any person in which any director has a financial interest
         or to whom any director is related, including as a director of that
         other person, is void or voidable for this reason only or by reason
         only that the director is present at the meeting of directors or at a
         meeting of the committee of directors that approves the agreement or
         transaction or that the vote or consent of the director is counted for
         that purpose if the material facts of the interest of each director in
         the agreement or transaction and his interest in or relationship to any
         party to the agreement or transaction are disclosed in good faith or
         are known by the other directors.

110.     A director who has an interest in any particular business to be
         considered at a meeting of directors or members may be counted for
         purposes of determining whether the meeting is duly constituted.

INDEMNIFICATION

111.     Subject to the limitations hereinafter provided the Company may
         indemnify against all expenses, including legal fees, and against all
         judgments, fines and amounts paid in settlement and reasonably incurred
         in connection with legal, administrative or investigate proceedings any
         person who

         (a)      is or was a party or is threatened to be made a party to any
                  threatened, pending or completed proceedings, whether civil,
                  criminal, administrative or investigate, by reason of the fact
                  that the person is or was a director, an officer or a
                  liquidator of the Company; or

         (b)      is or was, at the request of the Company, serving as a
                  director, officer or liquidator of, or in any other capacity
                  is or was acting for, another company or a partnership, joint
                  venture, trust or other enterprise.

112.     The Company may only indemnify a person if the person acted honestly
         and in good faith with a view to the best interests of the Company and,
         in the case of criminal proceedings, the person had no reasonable cause
         to believe that his conduct was unlawful.

113.     The decision of the directors as to whether the person acted honestly
         and in good faith and with a view to the best interests of the Company
         and as to


                                       28


         whether the person had no reasonable cause to believe that his conduct
         was unlawful, is in the absence of fraud, sufficient for the purposes
         of these Articles, unless a question of law is involved.

114.     The termination of any proceedings by any judgement, order, settlement,
         conviction or the entering of a nolle prosequi does not, by itself,
         create a presumption that the person did not act honestly and in good
         faith and with a view to the best interests of the Company or that the
         person had reasonable cause to believe that his conduct was unlawful.

115.     If a person to be indemnified has been successful in defence of any
         proceedings referred to above the person is entitled to be indemnified
         against all expenses, including legal fees, and against all judgments,
         fines and amount paid in settlement and reasonably incurred by the
         person in connection with the proceedings.

116.     The Company may purchase and maintain insurance in relation to any
         person who is or was a director, an officer or a liquidator of the
         Company, or who at the request of the Company is or was serving as a
         director, an officer or a liquidator of, or in any other capacity is or
         was acting for, another company or a partnership, joint venture, trust
         or other enterprise, against any liability asserted against the person
         and incurred by the person in that capacity, whether or not the Company
         has or would have had the power to indemnify the person against the
         liability as provided in these Articles.

SEAL

117.     The Company may have more than one Seal and references herein to the
         Seal shall be references to every Seal which shall have been duly
         adopted by resolution of directors. The directors shall provide for the
         safe custody of the Seal and for an imprint thereof to be kept at the
         Registered Office. Except as otherwise expressly provided herein the
         Seal when affixed to any written instrument shall be witnessed and
         attested to by the signature of a director or any other person so
         authorised from time to time by resolution of directors. Such
         authorisation may be before or after the seal is affixed may be general
         or specific and may refer to any number of sealings. The Directors may
         provide for a facsimile of the Seal and of the signature of any
         director or authorised person which may be reproduced by printing or
         other means on any instrument and it shall have the same force and
         validity as if the Seal had been affixed to such instrument and the
         same had been signed as hereinbefore described.

DIVIDENDS

118.     The Company may by a resolution of directors declare and pay dividends
         in money, shares, or other property but dividends shall only be
         declared and paid out of surplus. In the event that dividends are paid
         in specie the directors shall have responsibility for establishing and
         recording in the resolution of directors authorising the dividends, a
         fair and proper value for the assets to be so distributed.


                                       29


119.     The directors may from time to time pay to the members such interim
         dividends as appear to the directors to be justified by the profits of
         the Company.

120.     The directors may, before declaring any dividend, set aside out of the
         profits of the Company such sum as they think proper as a reserve fund,
         and may invest the sum so set apart as a reserve fund upon such
         securities as they may select.

121.     No dividend shall be declared and paid unless the directors determine
         that immediately after the payment of the dividend the Company will be
         able to satisfy its liabilities as they become due in the ordinary
         course of its business and the realisable value of the assets of the
         Company will not be less than the sum of its total liabilities, other
         than deferred taxes, as shown in its books of account, and its capital.
         In the absence of fraud, the decision of the directors as to the
         realisable value of the assets of the Company is conclusive, unless a
         question of law is involved.

122.     Notice of any dividend that may have been declared shall be given to
         each member in manner hereinafter mentioned and all dividends unclaimed
         for three years after having been declared may be forfeited by
         resolution of directors for the benefit of the Company.

123.     No dividend shall bear interest as against the Company and no dividend
         shall be paid on treasury shares or shares held by another company of
         which the Company holds directly or indirectly, shares having more than
         50 per cent of the vote in electing directors.

124.     A share issued as a dividend by the Company shall be treated for all
         purposes as having been issued for money equal to the surplus that is
         transferred to capital upon the issue of the share.

125.     In the case of a dividend of authorised but unissued shares with par
         value, an amount equal to the aggregate par value of the shares shall
         be transferred from surplus to capital at the time of the distribution.

126.     In the case of a dividend of authorised but unissued shares without par
         value, the amount designated by the directors shall be transferred from
         surplus to capital at the time of the distribution, except that the
         directors must designate as capital an amount that is at least equal to
         the amount that the share are entitled to as a preference, if any, in
         the assets of the Company upon liquidation of the Company.

127.     A division of the issued and outstanding shares of a class or series of
         shares into a larger number of shares of the same class or series
         having a proportionately smaller par value does not constitute a
         dividend of shares.

ACCOUNTS AND AUDIT

128.     The Company may by resolution of members call for the directors to
         prepare periodically a profit and loss account and a balance sheet. The
         profit and loss account and balance sheet shall be drawn up so as to
         give respectively a true and


                                       30


         fair view of the profit and loss of the Company for the financial
         period and a true and fair view of the state of affairs of the Company
         as at the end of the financial period.

129.     The Company may by resolution of members call for the accounts to be
         examined by auditors.

130.     The first auditors shall be appointed by resolution of directors,
         subsequent auditors shall be appointed by a resolution of members.

131.     The auditors may be members of the Company but no director or other
         officer shall be eligible to be an auditor of the Company during his
         continuance in office.

132.     The remuneration of the auditors of the Company

         (a)      in the case of auditors appointed by the directors, may be
                  fixed by resolution of directors;

         (b)      subject to the foregoing, shall be fixed by resolution of
                  members or in such manner as the Company may be resolution of
                  members determine.

133.     The auditors shall examine each profit and loss account and balance
         sheet required to be served on every member of the Company or laid
         before a meeting of the members of the Company and shall state in a
         written report whether or not

         (a)      in their opinion the profit and loss account and balance sheet
                  give a true and fair view respectively of the profit or loss
                  for the period covered by the accounts, and of the state of
                  affairs of the Company at the end of that period, and

         (b)      all the information and explanations required by the auditors
                  have been obtained.

134.     The report of the auditors shall be annexed to the accounts and shall
         be read at the meeting of members at which the accounts are laid before
         the Company or shall be served on the members.

135.     Every auditor of the Company shall have a right of access at all times
         to the books of account and vouchers of the Company, and shall be
         entitled to require from the directors and officers of the Company such
         information and explanations as he thinks necessary for the performance
         of the duties of the auditors.

136.     The auditors of the Company shall be entitled to receive notice of, and
         to attend any meetings of members of the Company as which the Company's
         profit and loss account and balance sheet are to be presented.


                                       31


NOTICES

137.     Any notice, information or written statement to be given by the Company
         to members may be served in the case of members holding registered
         shares in any way by which it can reasonably be expected to reach each
         member or by mail addressed to each member at the address shown in the
         share register.

138.     Any summons, notice, order, document, process, information or written
         statement to be served on the Company may be served by leaving it, or
         by sending it by registered mail addressed to the Company, at its
         registered office, or by leaving it with, or by sending it by
         registered mail to, the registered agent of the Company.

139.     Service of any summons, notice, order, document, process, information
         or written statement to be served on the Company may be proved by
         showing that the summons, notice, order, document, process, information
         or written statement was delivered to the registered office or the
         registered agent of the Company or that it was mailed in such time as
         to admit to its being delivered to the registered office or the
         registered agent of the Company in the normal course of delivery within
         the period prescribed for service and was correctly addressed and the
         postage was prepaid.

PENSION AND SUPERANNUATION FUNDS

140.     The directors may establish and maintain or procure the establishment
         and maintenance of any non-contributory or contributory pension or
         superannuation funds for the benefit of, and give or procure the giving
         of donations, gratuities, pensions, allowances or emoluments to any
         persons who are or were at any time in the employment or service of the
         Company or any company which is a subsidiary of the Company or is
         allied to or associated with the Company or with any such subsidiary,
         or who are or were at any time directors or officers of the Company or
         of any such other company as aforesaid or who hold or held any salaried
         employment or office in the Company or such other company, or any
         persons in whose welfare the Company or any such other company as
         aforesaid is or has been at any time interested, and to the wives,
         widows, families and dependents of any such person, and may make
         payments for or towards the insurance of any such persons as aforesaid,
         and may do any of the matters aforesaid either alone or in conjunction
         with any such other company as aforesaid. Subject always to the
         proposal being approved by resolution of members, a director holding
         any such employment, or office shall be entitled to participate in and
         retain for his own benefit any such donation, gratuity, pension
         allowance or emolument.

ARBITRATION

141.     Whenever any difference arises between the Company on the one hand and
         any of the members or their executors, administrators or assigns on the
         other hand, touching the true intent and construction or the incidence
         or consequences of these Articles or of the Act, touching anything done
         or executed, omitted or suffered in pursuance of the Act or touching
         any breach or alleged breach or otherwise relating to the premises or
         to these Articles, or to any Act or Ordinance affecting the Company or
         to any of the affairs of the Company such


                                       32


         difference shall, unless the parties agree to refer the same to a
         single arbitrator, be referred to two arbitrators one to be chosen by
         each of the parties to the difference and the arbitrators shall before
         entering on the reference appoint an umpire.

142.     If either party to the reference makes default in appointing an
         arbitrator either originally or by way of substitution (in the event
         that an appointed arbitrator shall die, be incapable of acting or
         refuse to act) for ten days after the other party has given him notice
         to appoint the same, such other party may appoint an arbitrator to act
         in the place of the arbitrator of the defaulting party.

VOLUNTARY WINDING UP AND DISSOLUTION

143.     The Company may voluntarily commence to wind up and dissolve by a
         resolution of members but if the Company has never issued shares it may
         voluntarily commence to wind up and dissolve by resolution of
         directors.

CONTINUATION

144.     The Company may be resolution of members or by a resolution passed
         unanimously by all directors of the Company continue as a company
         incorporated under the laws of a jurisdiction outside the British
         Virgin Islands in the manner provided under those laws.


We, OFFSHORE INCORPORATIONS LIMITED, of P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands for the purpose of
incorporating an International Business Company under the laws of the British
Virgin Islands hereby subscribe our name to these Articles of Association the
1st day of July, 2002.

SUBSCRIBER                                  OFFSHORE INCORPORATIONS LIMITED



                                            /s/ E.T. Powell
                                            --------------------------
                                            E.T. POWELL
                                            Authorised Signatory


in the presence of : WITNESS                /s/ Fandy Tsoi
                                            --------------------------
                                            Fandy Tsoi
                                            9th Floor, Ruttonjee House
                                            11 Duddell Street, Central
                                            Hong Kong
                                            Occupation: Operations Manager

                                       33

EX-3.4

                                                                     Exhibit 3.4



                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 08:00 AM 10/20/2004
                                                     FILED 08:00 AM 10/20/2004
                                                   SRV 040756701 - 3448857 FILE



                            CERTIFICATE OF AMENDMENT
                       OF CERTIFICATE OF INCORPORATION OF
                        STATS FASTRAMP TEST SERVICES, INC

The undersigned, Tan Lay Koon, hereby certifies that:

     1.   He is the duly elected and acting President of STATS FastRamp Test
          Services, Inc., a Delaware Corporation (the "CORPORATION")

     2.   The date on which the Certificate of Incorporation of the Corporation
          was filed with the Secretary of State of Delaware is October 23, 2001.

     3.   Article I of the Certificate of Incorporation of the Corporation is
          amended to read as follows:


                                   "ARTICLE I

     The name of this corporation is STATS ChipPac Test Services, Inc. (the
"Corporation")."

     4.   The foregoing amendment of the Corporation's Certificate of
          Incorporation has been duly adopted by the Board of Directors of the
          Corporation in accordance with Section 242 of the General Corporation
          Law of the State of Delaware, and by the holders of each class of
          outstanding stock entitled to vote thereon by written consent given in
          accordance with Section 228 of the General Corporation Law of the
          State of Delaware. Notice of this action was sent to all stockholders
          entitled to vote thereon.

The undersigned further declares under penalty of perjury under the laws of the
State of Delaware that the matters set forth in this Certificate are true and
correct of his own knowledge.

DATED: 3 August, 2004
      ---------



/s/ Tan Lay Koon
- -----------------------
Tan Lay Koon, President

     State of Delaware
     Secretary of State
  Division of Corporations
Delivered 09:00 AM 01/21/2004
 FILED 09:00 AM 01/21/2004
SRV 040043472 - 3448857 FILE



                            CERTIFICATE OF AMENDMENT
                       OF CERTIFICATE OF INCORPORATION OF
                           FASTRAMP TEST SERVICES, INC

The undersigned, Tan Lay Koon, hereby certifies that:

     1.   He is the duly elected and acting President of FastRamp Test Services,
          Inc., a Delaware Corporation (the "CORPORATION")

     2.   The date on which the Certificate of Incorporation of the Corporation
          was filed with the Secretary of State of Delaware is October 23, 2001.

     3.   Article I of the Certificate of Incorporation of the Corporation is
          amended to read as follows:


                                   "ARTICLE I

          The name of this corporation is STATS FastRamp Test Services, Inc.
          (the "Corporation")."

     4.   The foregoing amendment of the Corporation's Certificate of
          Incorporation has been duly adopted by the Board of Directors of the
          Corporation in accordance with Section 242 of the General Corporation
          Law of the State of Delaware, and by the holders of each class of
          outstanding stock entitled to vote thereon by written consent given in
          accordance with Section 228 of the General Corporation Law of the
          State of Delaware. Notice of this action was sent to all stockholders
          entitled to vote thereon.

The undersigned further declares under penalty of perjury under the laws of the
State of Delaware that the matters set forth in this Certificate are true and
correct of his own knowledge.

DATED: January 1, 2004


                                                         /s/ Tan Lay Koon
                                                         -----------------------
                                                         Tan Lay Koon, President

                          CERTIFICATE OF INCORPORATION

                                       OF

                          FASTRAMP TEST SERVICES, INC.

                                    ARTICLE I

     The name of the corporation is FastRamp Test Services, Inc. (the
"Corporation").

                                   ARTICLE II

     The address of the Corporation's registered office in the state of Delaware
is 2109 Orange Street, Wilmington, Delaware 19801. The name of its registered
agent at such address is Corporation Trust Company.

                                   ARTICLE III

     The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                                   ARTICLE IV

     The total number of shares of all classes of stock which the Corporation
has authority to issue is Ten Thousand (10,000) shares of Common Stock, $0.0001
par value (the "Common Stock").

                                    ARTICLE V

     The name and mailing address of the incorporator is as follows:

                                  Drew Davies,
                    1450 McCandless Drive, Milpitas, CA 95035

                                   ARTICLE VI

     The corporation is to have perpetual existence.

                                   ARTICLE VII

     In furtherance and not in limitation of the powers conferred by statue, the
Board of Directors is expressly authorized to make, alter, amend or repeal the
Bylaws of the Corporation, but the stockholders may make additional By-laws and
may alter or repeal any by-law whether adopted by them or otherwise.

                                       1

                                  ARTICLE VIII

     The number of directors which constitute the whole Board of Directors of
the Corporation shall be as specified in the Bylaws of the Corporation.

                                   ARTICLE IX

     Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept,
subject to any provision contained in the statutes, outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                    ARTICLE X

     To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or as may hereafter be amended, a director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Neither any
amendment nor repeal of this Article X, nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article X in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article X, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.

     To the extent that the laws of the State of California would purport to
govern the ability of the Corporation under Delaware law to provide
indemnification of (and advancement of expenses to) certain persons and to the
extent that a court should uphold the application of California law in lieu of
Delaware law to the issue of indemnification of (and advancement of expenses to)
directors, officers, employees and other agents of the Corporation (and any
other persons to which California law permits the Corporation to provide
indemnification) then for the purposes of California law, the Corporation is
authorized to provide indemnification of (and advancement of expenses to) any
such director, officer, employee or other agent or other person, through Bylaw
provisions, agreements with any such director, officer, employee or other agent
or other person, vote of stockholders or disinterested directors, or otherwise,
to the fullest extent permitted by California law.

     Any repeal or modification of any of the foregoing provisions of this
Article X, by amendment of this Article X or by operation of law, shall not
adversely affect any right or protection of a director, officer, employee or
other agent or other person existing at the time of, or increase the liability
of any director of the Corporation with respect to any acts or omissions of such
director, officer or agent occurring prior to such repeal or modification.

                                   ARTICLE XI

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by statue, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                       2

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying,
under penalties or perjury, that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 23rd day of
October, 2001.



                                                       /s/ Drew Davies
                                                       -------------------------
                                                       Drew Davies, Incorporator

                                       3

                                     BYLAWS
                                     ------

                                       OF
                                       --

                          FASTRAMP TEST SERVICES, INC.
                          ----------------------------

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                   
ARTICLE I - MEETINGS OF STOCKHOLDERS .......................................  1

        Section 1       Place of Meetings ..................................  1
        Section 2       Annual Meeting .....................................  1
        Section 3       Special Meetings ...................................  1
        Section 4       Notice of Meetings .................................  1
        Section 5       Voting List ........................................  1
        Section 6       Quorum .............................................  2
        Section 7       Adjournments .......................................  2
        Section 8       Action at Meetings .................................  2
        Section 9       Voting and Proxies .................................  2
        Section 10      Action Without Meeting .............................  3
        Section 11      Organization .......................................  3
        Section 12      Conduct of Business ................................  3

ARTICLE II - DIRECTORS .....................................................  3

        Section 1       Number, Election, Tenure and
                        Qualification ......................................  3
        Section 2       Vacancies ..........................................  4
        Section 3       Resignation and Removal ............................  4
        Section 4       General Powers .....................................  4
        Section 5       Chairman of the Board ..............................  4
        Section 6       Regular Meetings ...................................  4
        Section 7       Special Meetings ...................................  5
        Section 8       Quorum, Action at Meetings, Adjournment ............  5
        Section 9       Chairman of the Meeting ............................  5
        Section 10      Action by Consent ..................................  6
        Section 11      Telephonic Meetings ................................  6
        Section 12      Committees .........................................  6
        Section 13      Compensation .......................................  7

ARTICLE III - OFFICERS .....................................................  7

        Section 1       Enumeration ........................................  7
        Section 2       Election ...........................................  7
        Section 3       Tenure .............................................  7
        Section 4       President ..........................................  8


                                      -i-

                               TABLE OF CONTENTS

                                  (continued)




                                                                            Page
                                                                            ----
                                                                   
        Section 5       Vice Presidents ....................................  8
        Section 6       Secretary ..........................................  8
        Section 7       Assistant Secretaries ..............................  8
        Section 8       Treasurer ..........................................  9
        Section 9       Assistant Treasurers ...............................  9

ARTICLE IV - NOTICES

        Section 1       Delivery ...........................................  9
        Section 2       Exceptions to Notice Requirement ................... 10
        Section 3       Waiver of Notice ................................... 10

ARTICLE V - CAPITAL STOCK .................................................. 10

        Section 1       Certificates of Stock .............................. 10
        Section 2       Lost, Stolen or Destroyed Certificates;
                        Issuance of New Certificates ....................... 11
        Section 3       Special Designation on Certificates ................ 11
        Section 4       Transfer of Stock .................................. 11
        Section 5       Stock Transfer Agreements .......................... 11
        Section 6       Record Date ........................................ 11
        Section 7       Registered Stockholders ............................ 12

ARTICLE VI - CERTAIN TRANSACTIONS .......................................... 12

        Section 1       Transactions with Interested Parties ............... 12
        Section 2       Quorum ............................................. 13

ARTICLE VII - INDEMNITY..................................................... 13

        Section 1       Third Party Actions ................................ 13
        Section 2       Actions by or in the Right of
                        Corporation ........................................ 13
        Section 3       Successful Defense ................................. 14


                                      -ii-

                               TABLE OF CONTENTS

                                  (continued)

                                                                   
        Section 4       Determination of Conduct ........................... 14
        Section 5       Payment of Expenses in Advance ..................... 14
        Section 6       Indemnity Not Exclusive ............................ 14
        Section 7       Insurance Indemnification .......................... 15
        Section 8       The Corporation .................................... 15
        Section 9       Employee Benefit Plans ............................. 15
        Section 10      Indemnity Fund ..................................... 15
        Section 11      Indemnification of Other Persons ................... 15
        Section 12      Savings Clause ..................................... 16
        Section 13      Continuation of Indemnification and
                        Advancement Expenses ............................... 16

ARTICLE VIII - RECORDS AND REPORTS ......................................... 16

        Section 1       Maintenance and Inspection of Records .............. 16
        Section 2       Inspection by Directors ............................ 16
        Section 3       Annual Statement to Stockholders ................... 17

ARTICLE IX - REGISTERED OFFICE AND AGENT ................................... 17

        Section 1       Registered Office .................................. 17
        Section 2       Registered Agent ................................... 17
        Section 3       Change of Location of Registered Office;
                        Change of Registered Agent ......................... 17

ARTICLE X - GENERAL PROVISIONS ............................................. 18

        Section 1       Execution of Corporate Contracts and
                        Instruments ........................................ 18
        Section 2       Dividends .......................................... 18
        Section 3       Reserves ........................................... 18
        Section 4       Checks ............................................. 18
        Section 5       Fiscal Year ........................................ 18
        Section 6       Seal ............................................... 18
        Section 7       Construction; Definitions .......................... 19

ARTICLE XI - AMENDMENTS .................................................... 19



                                     -iii-

                                     BYLAWS
                                       OF
                          FASTRAMP TEST SERVICES, INC.

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. All meetings of the stockholders shall
be held at such place within or without the State of Delaware as may be
designated from time to time by the board of directors or the chief executive
officer, or if not so designated, at the principal executive office of the
corporation.

          Section 2. Annual Meeting. Annual meetings of stockholders shall be
held at such date and time as shall be designated from time to time by the board
of directors.

          Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, may, unless otherwise prescribed by statute or by the
certificate of incorporation, be called by the board of directors, or by the
vote of the holders of more than ten percent of the stock entitled to vote. Such
request shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.

          Section 4. Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of stockholders, annual or special, stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the meeting, to each
stockholder entitled to vote at such meeting.

          Section 5. Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city or town where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

                                      -1-

          Section 6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present 'in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute, the
certificate of incorporation or these bylaws.

          Section 7. Adjournments. Any meeting of stockholders may be adjourned
from time to time to any other time and to any other place at which a meeting of
stockholders may be held under these bylaws, which time and place shall be
announced at the meeting, by a majority of the stockholders present in person or
represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no stockholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such meeting, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting. If the time and place of the adjourned meeting is not
announced at the meeting at which the adjournment is taken, if the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

          Section 8. Action at Meetings. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock present in person or
represented by proxy and entitled to vote on the question shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of law, the certificate of incorporation or these bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Shares of the corporation's stock
that are held by the corporation or by another corporation (if the corporation
holds, either directly or indirectly, a majority of the shares of such other
corporation entitled to vote in an election of directors) shall neither be
entitled to vote nor be counted for quorum purposes; provided, however, that the
foregoing shall not limit the right of any corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity.

          Section 9. Voting and Proxies. Unless otherwise provided in the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote for each share of capital stock having
voting power held of record by such stockholder. Each stockholder entitled to
vote at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may authorize another person or persons to
act for him by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic or facsimile transmission or
otherwise) by the stockholder

                                      -2-

or the stockholder's attorney-in-fact. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of
Section 212(c) of the General Corporation Law of Delaware.

          Section 10. Action Without Meeting. Any action required to be taken at
any annual or special meeting of stockholders, or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.

          Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

          Section 11. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, or in his absence by the President, or in his absence by
a Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

          Section 12. Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedures at the
meeting, including such matters as the regulation of the manner of voting and
the conduct of business.


                                   ARTICLE II

                                    DIRECTORS

          Section 1. Number, Election, Tenure and Qualification. The authorized
number of directors shall be three (3). Such number of authorized directors (and
any subsequent number) may be changed from time to time by resolutions of the
board of directors. The directors shall be elected at the annual meeting or at
any special meeting of

                                      -3-

the stockholders, and each director elected shall hold office until his
successor is elected and qualified, unless sooner displaced. Directors need not
be stockholders. No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of such director's
term of office.

          Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. In the
event of a vacancy in the board of directors, the remaining directors, except as
otherwise provided by law or these bylaws, may exercise the powers of the full
board until the vacancy is filled.

          Section 3. Resignation and Removal. Any director may resign at any
time upon written notice to the corporation at its principal place of business
or to the chief executive officer or the secretary. Such resignation shall be
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event. The acceptance of the resignation
shall not be necessary to make it effective. Unless otherwise specified by law
or the certificate of incorporation, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors.

          Section 4. General Powers. The business and affairs of the corporation
shall be managed by its board of directors, which may exercise all powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

          Section 5. Chairman of the Board. If the board of directors appoints a
chairman of the board of directors, he shall, when present, preside at all
meetings of the stockholders and the board of directors. He shall perform such
duties and possess such powers as are customarily vested in the office of the
chairman of the board or as may be vested in him by the board of directors.

          Section 6. Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and at such place, either
within or without the State of Delaware as shall from time to time be determined
by the board; provided that any director who is absent when such a determination
is made shall be given prompt notice of such determination. A regular meeting of
the board of directors may be held without notice immediately after and at the
same place as the annual meeting of stockholders.

                                      -4-

          Section 7. Special Meetings. Special meetings of the board of
directors may be held at any time or place within or without the State of
Delaware whenever called by the chairman of the board of directors or the
president or, if both the chairman of the board of directors and the president
are absent or are unable to act, by any vice president or any two directors or,
if the chairman of the board of directors and the president refuse to act, by
any two directors. Notice of the time and place of special meetings shall be
given by personal delivery or by telephone to each director, or by deposit in
first-class mail or telegram or facsimile transmission, charges prepaid,
addressed to him at his address as it appears upon the records of the
corporation or, if it is not so shown on the records and is not readily
ascertainable, at the place which the meetings of the directors are regularly
held. In case such notice is mailed, it shall be deposited in the United States
mail at least four (4) days prior to the time of the holding of the meeting. In
case such notice is delivered personally, by telephone, by telegraph or by
facsimile transmission, it shall be delivered personally, delivered to a common
carrier for transmission to the director, or actually transmitted by the person
giving the notice by electronic means to the director at least twenty-four (24)
hours prior to the time of the holding of the meeting. Any notice given
personally or by telephone may be communicated to either the director or to a
person at the office of the director whom the person giving the notice has
reason to believe will promptly communicate it to the director. Such deposit in
the mail, delivery to a common carrier, transmission by electronic means or
delivery, personally or by telephone, as above provided, shall be due, legal and
personal notice to such directors. The notice need not specify the place of the
meeting if the meeting is to be held at the principal executive office of the
corporation, and need not specify the purpose of the meeting. Notice of any
regular or special meeting of the board of directors may be waived as provided
in Article IV, Section 3, of these by-laws.

          Section 8. Quorum, Action at Meeting, Adjournments. At all meetings of
the board, a majority of directors then in office, but in no event less than one
third of the whole board, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation. For purposes of this section, the term "whole board" shall mean
the number of directors last fixed by the. stockholders or directors, as the
case may be, in accordance with law and these bylaws; provided, however, that if
less than all the number so fixed of directors were elected, the "whole board"
shall mean the greatest number of directors so elected to hold office at any one
time pursuant to such authorization. If a quorum shall not be present at any
meeting of the board of directors, a majority of the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

          Section 9. Chairman of the Meeting. Meetings of the board of directors
shall be presided over by the chairman of the board. If there is not a chairman
of the board, or if the chairman is absent, meetings of the board of directors
shall be presided

                                      -5-

over by a chairman chosen at the meeting. The secretary shall record the
proceedings of the meeting. If there is not a secretary, or if the secretary is
absent, the chairman of the meeting may appoint any other person to record the
proceedings of the meeting.

          Section 10. Action by Consent. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

          Section 11. Telephonic Meetings. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the board of directors
or of any committee thereof may participate in a meeting of the board of
directors or of any committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

          Section 12. Committees. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee, In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the bylaws of the corporation; and, unless the resolution
designating such committee or the certificate of incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors. Each committee shall keep regular
minutes of its meetings and make such reports to the board of directors as the
board of directors may request. Except as the board of directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be

                                      -6-

conducted as nearly as possible in the same manner as is provided in these
bylaws for the conduct of its business by the board of directors.

          Section 13. Compensation. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the board of directors shall have
the authority to fix from time to time the compensation of directors. The
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and the performance of their responsibilities as
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors and/or a stated salary as director. No such payment shall
preclude any director from serving the corporation or its parent or subsidiary
corporations in any other capacity and receiving compensation therefor. The
board of directors may also allow compensation for members of special or
standing committees for service on such committees


                                   ARTICLE III

                                    OFFICERS

          Section 1. Enumeration. The officers of the corporation shall be
chosen by the board of directors and shall include a president and a secretary
and such other officers with such titles, terms of office and duties as the
board of directors may from time to time determine, including a chairman of the
board, one or more vice-presidents, a treasurer and one or more assistant
secretaries and assistant treasurers. If authorized by resolution of the board
of directors, the chief executive officer may be empowered to appoint from time
to time assistant secretaries and assistant treasurers. Any number of offices
may be held by the same person, unless the certificate of incorporation or these
bylaws otherwise provide.

          Section 2. Election. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a president and a secretary.
Other officers may be appointed by the board of directors at such meeting, at
any other meeting, or by written consent.

          Section 3. Tenure. The officers of the corporation shall hold office
until their successors are chosen and qualify, unless a different term is
specified in the vote choosing or appointing him, or until his earlier death,
resignation or removal.

          Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board of Directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors

                                      -7-

          Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

          Section 4. President. The president shall be the chief operating
officer of the corporation. He shall also be the chief executive officer unless
the board of directors otherwise provides. The president shall, in the absence
of the chairman of the board of directors and, unless the board of directors
provides otherwise in a specific instance or generally, preside at all meetings
of the stockholders and the board of directors, have general and active
management of the business of the corporation and see that all orders and
resolutions of the board of directors are carried into effect.

          Section 5. Vice-Presidents. In the absence of the president or in the
event of his inability or refusal to act, the vice-president, or if there be
more than one vice-president, the vice-presidents in the order designated by the
board of directors or the chief executive officer (or in the absence of any
designation, then in the order determined by their tenure in office) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors or the chief executive officer may from time to time
prescribe.

          Section 6. Secretary. The secretary shall have such powers and perform
such duties as are incident to the office of secretary. He shall maintain a
stock ledger and prepare lists of stockholders and their addresses as required
and shall be the custodian of corporate records. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be from time to
time prescribed by the board of directors or chief executive officer, under
whose supervision he shall be. He shall have custody of the corporate seal of
the corporation and he, or an assistant secretary, shall have authority to affix
the same to any instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

          Section 7. Assistant Secretaries. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the board
of directors, the chief executive officer or the secretary (or if there be no
such determination, then in the order determined by their tenure in office),
shall, in the absence of the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of

                                      -8-

directors, the chief executive officer or the secretary may from time to time
prescribe. In the absence of the secretary or any assistant secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary or acting secretary to keep a record of the meeting.

          Section 8. Treasurer. The treasurer shall perform such duties and
shall have such powers as may be assigned to him by the board of directors or
the chief executive officer. In addition, the treasurer shall perform such
duties and have such powers as are incident to the office of treasurer. The
treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the chief executive officer and the
board of directors, when the chief executive officer or board of directors so
requires, an account of all his transactions as treasurer and of the financial
condition of the corporation.

          Section 9. Assistant Treasurers. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, the chief executive officer or the treasurer (or if there be
no such determination, then in the order determined by their tenure in office),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors, the chief executive officer or the treasurer may from time to time
prescribe.


                                   ARTICLE IV

                                     NOTICES

          Section 1. Delivery. Whenever, under the provisions of law, or of the
certificate of incorporation or these bylaws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Unless written notice by mail is required by law, written notice
may also be given by telegram, cable, telecopy, commercial delivery service,
telex or similar means, addressed to such director or stockholder at his address
as it appears on the records of the corporation, in which case such notice shall
be deemed to be given when delivered into the control of the persons charged
with effecting such transmission, the transmission charge to be paid by the
corporation or the person sending such notice and not by the addressee. Oral
notice or other in-hand delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

                                      -9-

          Section 2. Exceptions to Notice Requirement. Whenever notice is
required to be given under any provision of law, the certificate of
incorporation or these by-laws to any stockholder to whom (1) notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to such person during the period
between such two consecutive annual meetings, or (2) all, and at least two,
payments (if sent by first class mail) of dividends or interest on securities
during a twelve-month period, have been mailed addressed to such person at his
address as shown on the records of the corporation and have been returned
undeliverable, the giving of such notice to such person shall not be required.
Any action or meeting which shall be taken or held without notice to such person
shall have the same force and effect as if such notice had been duly given. If
any such person shall deliver to the corporation a written notice setting forth
his then current address, the requirement that notice be given to such person
shall be reinstated. In the event that the action taken by the corporation is
such as to require the filing of a certificate, the certificate need not state
that notice was not given to persons to whom notice was not required to be given
pursuant to this subsection.

          Section 3. Waiver of Notice. Whenever any notice is required to be
given under the provisions of law or of the certificate of incorporation or of
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Attendance of a person at a meeting of
stockholders, directors, or members of a committee of the board of directors
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose of
any regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the certificate of incorporation.


                                    ARTICLE V

                                  CAPITAL STOCK

          Section 1. Certificates of Stock. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice-chairman of the board of directors,
or the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue. Certificates may be issued for partly paid

                                      -10-

shares and in such case upon the face or back of the certificates issued to
represent any such partly paid shares, the total amount of the consideration to
be paid therefor, and the amount paid thereon shall be specified.

          Section 2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

          Section 3. Special Designation on Certificates. If the corporation is
authorized to issue more than one class of stock or more than one series of any
class, then the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
the certificate that the corporation shall issue to represent such class or
series of stock; provided, however, that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

          Section 4. Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

          Section 5. Stock Transfer Agreements. The corporation shall have power
to enter into and perform any agreement with any number of stockholders or any
one or more classes of stock of the corporation to restrict the transfer of
shares of stock of the corporation of any one or more classes owned by such
stockholders in any manner not prohibited by the General Corporation Law of
Delaware.

          Section 6. Record Date. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any

                                      -11-

rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
days nor less than ten days before the date of such meeting, nor more than sixty
days prior to any other action to which such record date relates. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting. If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the board of directors is necessary, shall be the day on which
the first written consent is expressed. The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the board of directors adopts the resolution relating to such purpose.

          Section 7. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.


                                   ARTICLE VI

                              CERTAIN TRANSACTIONS

          Section 1. Transactions with Interested Parties. No contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee thereof which
authorizes the contract or transaction or solely because his or their votes are
counted for such purpose, if:

          (a) the material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the board of
     directors or the committee, and the board or committee in good faith
     authorizes the contract or transaction by the affirmative votes of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

                                      -12-

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved or ratified, by the board of directors,
     a committee thereof, or the stockholders.

          Section 2. Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.


                                   ARTICLE VII

                                    INDEMNITY

          Section 1. Third Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (collectively, "Agent")
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

          Section 2. Actions by or in the Right of Corporation. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was an Agent of the corporation or serving at the request of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably

                                      -13-

believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          Section 3. Successful Defense. To the extent that an Agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 or 2 of this Article VII,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

          Section 4. Determination of Conduct. Any indemnification (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 1 or 2 of this Article VII. Such
determination shall be made (1) by the Board of Directors (or by an executive
committee thereof) by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable, if a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by the
stockholders. Notwithstanding the foregoing, a director or officer of the
corporation shall be able to contest any determination that the director or
officer has not met the applicable standard of conduct, set forth in Section 1
or 2 of this Article VII, by petitioning a court of appropriate jurisdiction.

          Section 5. Payment of Expenses in Advance. Expenses incurred in
defending or settling a civil or criminal action, suit or proceeding by an
individual who may be entitled to indemnification pursuant to Sections 1 or 2 of
this Article VII shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article VII.

          Section 6. Indemnity Not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subparagraphs of this Article VII shall not be deemed exclusive of, and shall be
subject to, any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

                                      -14-

          Section 7. Insurance Indemnification. The corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
an Agent of the corporation, or is or was serving at the request of the
corporation as an Agent against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such liability
under the provisions of this Article VII.

          Section 8. The Corporation. For purposes of this Article VII,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors and officers, so that any person who is or was a director or officer
of such constituent corporation, or is or was serving at the request of such
constituent corporation as an Agent, shall stand in the same position under the
provisions of this Article VII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

          Section 9. Employee Benefit Plans. For purposes of this Article VII,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
VII.

          Section 10. Indemnity Fund. Upon resolution passed by the board, the
corporation may establish a trust or other designated account, grant a security
interest or use other means (including, without limitation, a letter of credit),
to ensure the payment of any or all of its obligations arising under this
Article and/or agreements which may be entered into between the corporation and
its officers and directors from time to time.

          Section 11. Indemnification of Other Persons. The provisions of this
Article VII shall not be deemed to preclude the indemnification of any person
who is not an Agent, but whom the corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law of the State of
Delaware or otherwise. The corporation may, in its sole discretion, indemnify an
employee, trustee or other agent as

                                      -15-

permitted by the General Corporation Law of the State of Delaware. The
corporation shall indemnify an employee, trustee or other agent where required
by law.

          Section 12. Savings Clause. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each Agent against expense
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.

          Section 13. Continuation of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 13 of this Article VII shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


                                  ARTICLE VIII

                               RECORDS AND REPORTS

          Section 1. Maintenance and Inspection of Records. The corporation
shall, either at its principal executive office or at such place or places as
designated by the Board of directors, keep a record of its shareholders listing
their names and addresses and the number and class of shares held by each
shareholder, a copy of these Bylaws as amended to date, accounting books, and
other records.

          Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such persons' interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

          Section 2. Inspection by Directors. Any director shall have the right
to examine the corporation's stock ledger, a list of its stockholders, and its
other books and records for a purpose reasonably related to his position as a
director. The Court of Chancery

                                      -16-

is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

          Section 3. Annual Statement to Stockholders. The Board of Directors
shall present at each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.


                                   ARTICLE IX

                           REGISTERED OFFICE AND AGENT

          Section 1. Registered Office. The corporation shall have and maintain
in the State of Delaware a registered office which may, but need not be, the
same as its place of business. Whenever the term "corporation's principal office
or place of business in this State" or "principal office or place of business of
the corporation in this State," or other term of like import, is or has been
used in the corporation's certificate of incorporation or in any other document,
or in any statute, it shall be deemed to mean and refer to, unless the context
indicates otherwise, the corporation's registered office required by this
section; and it shall not be necessary for the corporation to amend its
certificate of incorporation or any other document to comply with this section.

          Section 2. Registered Agent. The corporation shall have and maintain
in the State of Delaware a registered agent, which agent may be either an
individual resident in the State of Delaware whose business office is identical
with the corporation's registered office, or a domestic corporation (which may
be itself), or a foreign corporation authorized to transact business in the
State of Delaware, having a business office identical with such registered
office. Whenever the term "resident agent" or "resident agent in charge of a
corporation's principal office or place of business in this State," or other
term of like import which refers to a corporation's agent required by statute to
be located in the State of Delaware, is or has been used in the corporation's
certificate of incorporation, or in any other document, or in any statute, it
shall be deemed to mean and refer to, unless the context indicates otherwise,
the corporation's registered agent required by this section; and it shall not be
necessary for the corporation to amend its certificate of incorporation or any
other document to comply with this section.

          Section 3. Change of Location of Registered Office; Change of
Registered Agent. The corporation may, by resolution of the board of directors,
change the location of its registered office in the State of Delaware to any
other place in the State of

                                      -17-

Delaware. By like resolution, the registered agent of the corporation may be
changed to any other person or corporation including itself. In either such
case, the resolution shall be as detailed in its statement as is required by
section 102(a)(2) of the General Corporation Law of the State of Delaware (the
"General Corporation Law"). Upon the adoption of such a resolution, a
certificate certifying the change shall be executed, acknowledged, and filed in
accordance with section 103 of the General Corporation Law; and a certified copy
shall be recorded in the office of the recorder for the county in which the new
office is located; and, if such new office is located in a county other than
that in which the former office was located, a certified copy of such
certificate shall also be recorded in the office of the recorder for the county
in which such former office was located.


                                    ARTICLE X

                               GENERAL PROVISIONS

          Section 1. Execution of Corporate Contracts and Instruments. The Board
of Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation; such authority
may be general or confined to specific instances. Unless so authorized or
ratified by the Board of Directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

          Section 2. Dividends. Dividends upon the capital stock of the
corporation, if any, may be declared by the board of directors at any regular or
special meeting or by written consent, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to the provisions
of the certificate of incorporation.

          Section 3. Reserves. The directors may set apart out of any funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

          Section 4. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

          Section 5. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

          Section 6. Seal. The board of directors may, by resolution, adopt a
corporate seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or

                                      -18-

a facsimile thereof to be impressed or affixed or otherwise reproduced. The seal
may be altered from time to time by the board of directors.

          Section 7. Construction; Definitions. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
Delaware General Corporation Law shall govern the construction of these Bylaws.
Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.


                                   ARTICLE XI

                                   AMENDMENTS

          These bylaws may be altered, amended or repealed or new bylaws may be
adopted by the stockholders or by the board of directors, when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors; provided,
however, that in the case of a regular or special meeting of stockholders,
notice of such alteration, amendment, repeal or adoption of new bylaws be
contained in the notice of such meeting.

                                      -19-

                            CERTIFICATE OF SECRETARY
                            ------------------------

          I, the undersigned, hereby certify:

          1. That I am the duly elected, acting and qualified Secretary of
FastRamp Test Services, Inc., a Delaware corporation; and

          2. That the foregoing Bylaws, comprising 19 pages, constitute the
By-laws of such corporation as duly adopted by action of the sole incorporator
of the corporation duly taken as of October 23, 2001, as approved by action of
the board of directors of the corporation duly taken on October 24, 2001.

          Dated: October 24, 2001



                                                          /s/ Drew Davies
                                                          ----------------------
                                                          Drew Davies, Secretary

EX-3.8

                                                                     Exhibit 3.8



                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP 291)

                            MEMORANDUM OF ASSOCIATION
                                       OF
                           STATS ChipPAC (BVI) Limited

     NAME

1.   The name of the Company is STATS ChipPAC (BVI) Limited.

     REGISTERED OFFICE

2.   The Registered Office of the Company will be at Craigmuir Chambers, P.O.
     Box 71, Road Town, Tortola, British Virgin Islands.

     REGISTERED AGENT

3.   The Registered Agent of the Company will be HWR Services Limited of
     Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin
     Islands.

     GENERAL OBJECTS AND POWERS

4.   (1)  The object of the Company is to engage in any act or activity that is
          not prohibited under any law for the time being in force in the
          British Virgin Islands;

     (2)  The Company may not

          (a)  carry on business with persons resident in the British Virgin
               Islands;

          (b)  own an interest in real property situate in the British Virgin
               Islands, other than a lease referred to in paragraph (e) of
               subclause (3);

          (c)  carry on banking or trust business, unless it is licensed to do
               so under the Banks and Trust Companies Act, 1990;

          (d)  carry on business as an insurance or reinsurance company,
               insurance agent or insurance broker, unless it is licensed under
               an enactment authorizing it to carry on that business;
          (e)  carry on the business of company management, unless it is
               licensed under the Company Management Act, 1990; or

          (f)  carry on the business of providing the registered office or the
               registered agent for companies incorporated in the British Virgin
               Islands.

                                       1




     (3)  For purposes of paragraph (a) of subclause (2), the Company shall not
          be treated as carrying on business with persons resident in the
          British Virgin Islands if

          (a)  it makes or maintains deposits with a person carrying on banking
               business within the British Virgin Islands;

          (b)  it makes or maintains professional contact with solicitors,
               barristers, accountants, bookkeepers, trust companies,
               administration companies, investment advisers or other similar
               persons carrying on business within the British Virgin Islands;

          (c)  it prepares or maintains books and records within the British
               Virgin Islands;

          (d)  it holds, within the British Virgin Islands, meetings of its
               directors or members;

          (e)  it holds a lease of property for use as an office from which to
               communicate with members or where books and records of the
               Company are prepared or maintained;

          (f)  it holds shares, debt obligations or other securities in a
               company incorporated under the International Business Companies
               Act or under the Companies Act; or

          (g)  shares, debt obligations or other securities in the Company are
               owned by any person resident in the British Virgin Islands or by
               any company incorporated under the International Business
               Companies Act or under the Companies Act.

     (4)  The Company shall have all such powers as are permitted by law for the
          time being in force in the British Virgin Islands, irrespective of
          corporate benefit, to perform all acts and engage in all activities
          necessary or conducive to the conduct, promotion or attainment of the
          object of the Company.

     CURRENCY

5.   Shares in the Company shall be issued in the currency of the United States
     of America.

     AUTHORIZED CAPITAL

6.   The authorized capital of the Company is US$150,000,000.00.

     CLASSES, NUMBER AND PAR VALUE OF SHARES

7.   The authorized capital is made up of one class and one series of shares
     divided into 150,000,000 shares of US$1.00 par value.

                                       2



     DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES

8.   All shares shall

     (a)  have one vote each;

     (b)  be subject to redemption, purchase or acquisition by the Company for
          fair value; and

     (c)  have the same rights with regard to dividends and distributions upon
          liquidation of the Company.

     VARIATION OF CLASS RIGHTS

9.   If at any time the authorized capital is divided into different classes or
     series of shares, the rights attached to any class or series (unless
     otherwise provided by the terms of issue of the shares of that class or
     series) may, whether or not the Company is being wound up, be varied with
     the consent in writing of the holders of not less than three-fourths of the
     issued shares of that class or series and of the holders of not less than
     three-fourths of the issued shares of any other class or series of shares
     which may be affected by such variation.

     RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

10.  The rights conferred upon the holders of the shares of any class issued
     with preferred or other rights shall not, unless otherwise expressly
     provided by the terms of issue of the shares of that class, be deemed to be
     varied by the creation or issue of further shares ranking pari passu
     therewith.

     REGISTERED SHARES AND BEARER SHARES

11.  Shares may be issued as registered shares or to bearer as may be determined
     by a resolution of directors.

     EXCHANGE OF REGISTERED SHARES AND BEARER SHARES

12.  Registered shares may be exchanged for bearer shares and bearer shares may
     be exchanged for registered shares.

     TRANSFER OF REGISTERED SHARES

13.  Subject to the provisions relating to the transfer of shares set forth in
     the Articles of Association annexed hereto (the "Articles of Association")
     registered shares in the Company may be transferred subject to the prior or
     subsequent approval of the Company as evidenced by a resolution of
     directors or by a resolution of members.

     SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES

14.  Where shares are issued to bearer, the bearer, identified for this purpose
     by the number of the share certificate,

                                       3



     shall be requested to provide the Company with the name and address of an
     agent for service of any notice, information or written statement required
     to be given to members, and service upon such agent shall constitute
     service upon the bearer of such shares until such time as a new name and
     address for service is provided to the Company. In the absence of such name
     and address being provided it shall be sufficient for the purposes of
     service for the Company to publish the notice, information or written
     statement or a summary thereof in one or more newspapers published or
     circulated in the British Virgin Islands and in such other place, if any,
     as the Company shall from time to time by a resolution of directors or a
     resolution of members determine. The directors of the Company must give
     sufficient notice of meetings to members holding shares issued to bearer to
     allow a reasonable opportunity for them to secure or exercise the right or
     privilege that is the subject of the notice other than the right or
     privilege to vote, as to which the period of notice shall be governed by
     the Articles of Association. What amounts to sufficient notice is a matter
     of fact to be determined after having regard to all the circumstances.

     AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

15.  The Company may amend its Memorandum of Association and Articles of
     Association by a resolution of members or directors.

     DEFINITIONS

16.  The meanings of words in this Memorandum of Association are as defined in
     the Articles of Association.

     We, HWR SERVICES LIMITED, of Craigmuir Chambers, Road Town, Tortola,
British Virgin Islands for the purpose of incorporating an International
Business Company under the laws of the British Virgin Islands hereby subscribe
our name to this Memorandum of Association the 5th day of February, 1999 in the
presence of:


Witness                             Subscriber



/S/ Ibn K. Thomas                   /S/ Adel K. Clyne
..........................           ...........................
Ibn K. Thomas                       Adel K. Clyne
Craigmuir Chambers                  Authorized Signatory
Road Town, Tortola                  HWR Services Limited

                                       4



                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP 291)

                             ARTICLES OF ASSOCIATION
                                       OF

                           STATS ChipPAC (BVI) Limited

                                   PRELIMINARY

1.   In these Articles, if not inconsistent with the subject or context, the
     words and expressions standing in the first column of the following table
     shall bear the meanings set opposite them respectively in the second column
     thereof.



     Words                     Meaning
     -----                     -------
                            
     capital                   The sum of the aggregate par value of all
                               outstanding shares with par value of the Company
                               and shares with par value held by the Company as
                               treasury shares plus

                               (a)  the aggregate of the amounts designated as
                                    capital of all outstanding shares without
                                    par value of the Company and shares without
                                    par value held by the Company as treasury
                                    shares, and

                               (b)  the amounts as are from time to time
                                    transferred from surplus to capital by a
                                    resolution of directors.

     member                    A person who holds shares in the Company.

     person                    An individual, a corporation, a trust, the estate
                               of a deceased individual, a partnership or an
                               unincorporated association of persons.

     resolution of             (a)  A resolution approved at a duly convened and
     directors                      constituted meeting of directors of the
                                    Company or of a committee of directors of the
                                    Company by the affirmative vote of a simple
                                    majority of the directors present at the
                                    meeting who voted and did not abstain; or

                               (b)  a resolution consented to in writing by all
                                    directors or of all members of the committee,
                                    as the case may be;

                               except that where a director is given more than
                               one vote, he shall be counted by the number of
                               votes he casts for the purpose of establishing a
                               majority.


                                       5



                            
     resolution of             (a)  A resolution approved at a duly convened and
     members                        constituted meeting of the members of the
                                    Company by the affirmative vote of

                                    (i)  a simple majority of the votes of the
                                         shares entitled to vote thereon which
                                         were present at the meeting and were
                                         voted and not abstained, or

                                    (ii) a simple majority of the votes of each
                                         class or series of shares which were
                                         present at the meeting and entitled to
                                         vote thereon as a class or series and
                                         were voted and not abstained and of a
                                         simple majority of the votes of the
                                         remaining shares entitled to vote
                                         thereon which were present at the meeting
                                         and were voted and not abstained; or

                               (b)  a resolution consented to in writing by

                                    (i)  an absolute majority of the votes of
                                         shares entitled to vote thereon, or

                                    (ii) an absolute majority of the votes of
                                         each class or series of shares entitled
                                         to vote thereon as a class or series and
                                         of an absolute majority of the votes of
                                         the remaining shares entitled to vote
                                         thereon;

     securities                Shares and debt obligations of every kind, and
                               options, warrants and rights to acquire shares, or
                               debt obligations.

     surplus                   The excess, if any, at the time of the determination
                               of the total assets of the Company over the
                               aggregate of its total liabilities, as shown in
                               its books of account, plus the Company's capital.

     the Act                   The International Business Companies Act (Cap 291)
                               including any modification, extension, re-enactment
                               or renewal thereof and any regulations made
                               thereunder.

     the Memorandum            The Memorandum of Association of the Company as
                               originally framed or as from time to time amended.



                                       6



                            
     the Seal                  Any Seal which has been duly adopted as the Seal
                               of the Company.

     these Articles            These Articles of Association as originally framed
                               or as from time to time amended.

     treasury shares           Shares in the Company that were previously issued
                               but were repurchased, redeemed or otherwise
                               acquired by the Company and not cancelled.



2.   "Written" or any term of like import includes words typewritten, printed,
     painted, engraved, lithographed, photographed or represented or reproduced
     by any mode of reproducing words in a visible form, including telex,
     facsimile, telegram, cable or other form of writing produced by electronic
     communication.

3.   Save as aforesaid any words or expressions defined in the Act shall bear
     the same meaning in these Articles.

4.   Whenever the singular or plural number, or the masculine, feminine or
     neuter gender is used in these Articles, it shall equally, where the
     context admits, include the others.

5.   A reference in these Articles to voting in relation to shares shall be
     construed as a reference to voting by members holding the shares except
     that it is the votes allocated to the shares that shall be counted and not
     the number of members who actually voted and a reference to shares being
     present at a meeting shall be given a corresponding construction.

6.   A reference to money in these Articles is, unless otherwise stated, a
     reference to the currency in which shares in the Company shall be issued
     according to the provisions of the Memorandum.

                                REGISTERED SHARES

7.   Every member holding registered shares in the Company shall be entitled to
     a certificate signed by a director or officer of the Company and under the
     Seal specifying the share or shares held by him and the signature of the
     director or officer and the Seal may be facsimiles.

8.   Any member receiving a share certificate for registered shares shall
     indemnify and hold the Company and its directors and officers harmless from
     any loss or liability which it or they may incur by reason of any wrongful
     or fraudulent use or representation made by any person by virtue of the
     possession thereof. If a share certificate for registered shares is worn
     out or lost it may be renewed on production of the worn out certificate or
     on satisfactory proof of its loss together with such indemnity as may be
     required by a resolution of directors.

                                       7



9.   If several persons are registered as joint holders of any shares, any one
     of such persons may give an effectual receipt for any dividend payable in
     respect of such shares.

                                  BEARER SHARES

10.  Subject to a request for the issue of bearer shares and to the payment of
     the appropriate consideration for the shares to be issued, the Company may,
     to the extent authorized by the Memorandum, issue bearer shares to, and at
     the expense of, such person as shall be specified in the request. Bearer
     shares may not be issued for debt obligations, promissory notes or other
     obligations to contribute money or property and registered shares issued
     for debt obligations, promissory notes or other obligations to contribute
     money or property shall not be exchanged for bearer shares unless such debt
     obligations, promissory notes or other obligations to contribute money or
     property have been satisfied. The Company may also upon receiving a request
     in writing accompanied by the share certificate for the shares in question,
     exchange registered shares for bearer shares or may exchange bearer shares
     for registered shares. Such request served on the Company by the holder of
     bearer shares shall specify the name and address of the person to be
     registered and unless the request is delivered in person by the bearer
     shall be authenticated as hereinafter provided. Such request served on the
     Company by the holder of bearer shares shall also be accompanied by any
     coupons or talons which at the date of such delivery have not become due
     for payment of dividends or any other distribution by the Company to the
     holders of such shares. Following such exchange the share certificate
     relating to the exchanged shares shall be delivered as directed by the
     member requesting the exchange.

11.  Bearer share certificates shall be under the Seal and shall state that the
     bearer is entitled to the shares therein specified, and may provide by
     coupons, talons or otherwise for the payment of dividends or other moneys
     on the shares included therein.

12.  Subject to the provisions of the Act and of these Articles, the bearer of a
     bearer share certificate shall be deemed to be a member of the Company and
     shall be entitled to the same rights and privileges as he would have had if
     his name had been included in the share register of the Company as the
     holder of the shares.

13.  Subject to any specific provisions in these Articles, in order to exercise
     his rights as a member of the Company, the bearer of a bearer share
     certificate shall produce the bearer share certificate as evidence of his
     membership of the Company. Without prejudice to the generality of the
     foregoing, the following rights may be exercised in the following manner:

     (a)  for the purpose of exercising his voting rights at a meeting, the
          bearer of a bearer share certificate shall

                                       8



          produce such certificate to the chairman of the meeting;

     (b)  for the purpose of exercising his vote on a resolution in writing, the
          bearer of a bearer share certificate shall cause his signature to any
          such resolution to be authenticated as hereinafter set forth;

     (c)  for the purpose of requisitioning a meeting of members, the bearer of
          a bearer share certificate shall address his requisition to the
          directors and his signature thereon shall be duly authenticated as
          hereinafter provided; and

     (d)  for the purpose of receiving dividends, the bearer of a bearer share
          certificate shall present at such places as may be designated by the
          directors any coupons or talons issued for such purpose, or shall
          present the bearer share certificate to any paying agent authorized to
          pay dividends.

14.  The signature of the bearer of a bearer share certificate shall be deemed
     to be duly authenticated if the bearer of the bearer share certificate
     shall produce such certificate to a notary public or a bank manager or a
     director or officer of the Company (herein referred to as an "authorized
     person") and the authorized person endorses the document bearing such
     signature with a statement:

     (a)  identifying the bearer share certificate produced to him by number and
          date and specifying the number of shares and the class of shares (if
          appropriate) comprised therein;

     (b)  confirming that the signature of the bearer of the bearer share
          certificate was subscribed in his presence and that if the bearer is
          representing a body corporate he has so acknowledged and has produced
          satisfactory evidence thereof; and

     (c)  specifying the capacity in which he is qualified as an authorized
          person and, if a notary public, affixing his seal thereto or, if a
          bank manager, attaching an identifying stamp of the bank of which he
          is a manager.

15.  Notwithstanding any other provisions of these Articles, at any time, the
     bearer of a bearer share certificate may deliver the certificate for such
     shares into the custody of the Company at its registered office, whereupon
     the Company shall issue a receipt therefor under the Seal signed by a
     director or officer identifying by name and address the person delivering
     such certificate and specifying the date and number of the bearer share
     certificate so deposited and the number of shares comprised therein. Any
     such receipt may be used by the person named therein for the purpose of
     exercising the rights vested in the shares represented by the bearer share
     certificate so deposited including the right to appoint a proxy. Any bearer
     share certificate so

                                       9



     deposited shall be returned to the person named in the receipt or his
     personal representative if such person be dead and thereupon the receipt
     issued therefor shall be of no further effect whatsoever and shall be
     returned to the Company for cancellation or, if it has been lost or
     mislaid, such indemnity as may be required by resolution of directors shall
     be given to the Company.

16.  The bearer of a bearer share certificate shall for all purposes be deemed
     to be the owner of the shares comprised in such certificate and in no
     circumstances shall the Company or the chairman of any meeting of members
     or the Company's registrars or any director or officer of the Company or
     any authorized person be obliged to inquire into the circumstances whereby
     a bearer share certificate came into the hands of the bearer thereof, or to
     question the validity or authenticity of any action taken by the bearer of
     a bearer share certificate whose signature has been authenticated as
     provided herein.

17.  If the bearer of a bearer share certificate shall be a corporation, then
     all the rights exercisable by virtue of such shareholding may be exercised
     by an individual duly authorized to represent the corporation but unless
     such individual shall acknowledge that he is representing a corporation and
     shall produce upon request satisfactory evidence that he is duly authorized
     to represent the corporation, the individual shall for all purposes hereof
     be regarded as the holder of the shares in any bearer share certificate
     held by him.

18.  The directors may provide for payment of dividends to the holders of bearer
     shares by coupons or talons and in such event the coupons or talons shall
     be in such form and payable at such time and in such place or places as the
     directors shall resolve. The Company shall be entitled to recognize the
     absolute right of the bearer of any coupon or talon issued as aforesaid to
     payment of the dividend to which it relates and delivery of the coupon or
     talon to the Company or its agents shall constitute in all respects a good
     discharge of the Company in respect of such dividend.

19.  If any bearer share certificate, coupon or talon be worn out or defaced,
     the directors may, upon the surrender thereof for cancellation, issue a new
     one in its stead, and if any bearer share certificate, coupon or talon be
     lost or destroyed, the directors may upon the loss or destruction being
     established to their satisfaction, and upon such indemnity being given to
     the Company as it shall by resolution of directors determine, issue a new
     bearer share certificate in its stead, and in either case on payment of
     such sum as the Company may from time to time by resolution of directors
     require. In case of loss or destruction the person to whom such new bearer
     share certificate, coupon or talon is issued shall also bear and pay to the
     Company all expenses incidental to the investigation by the Company of the
     evidence of such loss or destruction and to such indemnity.

                                       10



                 SHARES, AUTHORIZED CAPITAL, CAPITAL AND SURPLUS

20.  Subject to the provisions of these Articles and any resolution of members,
     the unissued shares of the Company shall be at the disposal of the
     directors who may, without limiting or affecting any rights previously
     conferred on the holders of any existing shares or class or series of
     shares, offer, allot, grant options over or otherwise dispose of shares to
     such persons, at such times and upon such terms and conditions as the
     Company may by resolution of directors determine.

21.  No share in the Company may be issued until the consideration in respect
     thereof is fully paid, and when issued the share is for all purposes fully
     paid and non-assessable save that a share issued for a promissory note or
     other written obligation for payment of a debt may be issued subject to
     forfeiture in the manner prescribed in these Articles.

22.  Shares in the Company shall be issued for money, services rendered,
     personal property, an estate in real property, a promissory note or other
     binding obligation to contribute money or property or any combination of
     the foregoing as shall be determined by a resolution of directors.

23.  Shares in the Company may be issued for such amount of consideration as the
     directors may from time to time by resolution of directors determine,
     except that in the case of shares with par value, the amount shall not be
     less than the par value, and in the absence of fraud the decision of the
     directors as to the value of the consideration received by the Company in
     respect of the issue is conclusive unless a question of law is involved.
     The consideration in respect of the shares constitutes capital to the
     extent of the par value and the excess constitutes surplus.

24.  A share issued by the Company upon conversion of, or in exchange for,
     another share or a debt obligation or other security in the Company, shall
     be treated for all purposes as having been issued for money equal to the
     consideration received or deemed to have been received by the Company in
     respect of the other share, debt obligation or security.

25.  Treasury shares may be disposed of by the Company on such terms and
     conditions (not otherwise inconsistent with these Articles) as the Company
     may by resolution of directors determine.

26.  The Company may issue fractions of a share and a fractional share shall
     have the same corresponding fractional liabilities, limitations,
     preferences, privileges, qualifications, restrictions, rights and other
     attributes of a whole share of the same class or series of shares.

27.  Upon the issue by the Company of a share without par value, if an amount is
     stated in the Memorandum to be authorized

                                       11



     capital represented by such shares then each share shall be issued for no
     less than the appropriate proportion of such amount which shall constitute
     capital, otherwise the consideration in respect of the share constitutes
     capital to the extent designated by the directors and the excess
     constitutes surplus, except that the directors must designate as capital an
     amount of the consideration that is at least equal to the amount that the
     share is entitled to as a preference, if any, in the assets of the Company
     upon liquidation of the Company.

28.  The Company may purchase, redeem or otherwise acquire and hold its own
     shares but only out of surplus or in exchange for newly issued shares of
     equal value.

29.  Subject to provisions to the contrary in

     (a)  the Memorandum or these Articles;

     (b)  the designations, powers, preferences, rights, qualifications,
          limitations and restrictions with which the shares were issued; or

     (c)  the subscription agreement for the issue of the shares,

     the Company may not purchase, redeem or otherwise acquire its own shares
     without the consent of members whose shares are to be purchased, redeemed
     or otherwise acquired.

30.  No purchase, redemption or other acquisition of shares shall be made unless
     the directors determine that immediately after the purchase, redemption or
     other acquisition the Company will be able to satisfy its liabilities as
     they become due in the ordinary course of its business and the realizable
     value of the assets of the Company will not be less than the sum of its
     total liabilities, other than deferred taxes, as shown in the books of
     account, and its capital and, in the absence of fraud, the decision of the
     directors as to the realizable value of the assets of the Company is
     conclusive, unless a question of law is involved.

31.  A determination by the directors under the preceding Regulation is not
     required where shares are purchased, redeemed or otherwise acquired

     (a)  pursuant to a right of a member to have his shares redeemed or to have
          his shares exchanged for money or other property of the Company;

     (b)  by virtue of a transfer of capital pursuant to Regulation [59];

     (c)  by virtue of the provisions of Section 83 of the Act; or

     (d)  pursuant to an order of the Court.

                                       12



32.  Shares that the Company purchases, redeems or otherwise acquires pursuant
     to the preceding Regulation may be cancelled or held as treasury shares
     except to the extent that such shares are in excess of 80 percent of the
     issued shares of the Company in which case they shall be cancelled but they
     shall be available for reissue.

33.  Where shares in the Company are held by the Company as treasury shares or
     are held by another company of which the Company holds, directly or
     indirectly, shares having more than 50 percent of the votes in the election
     of directors of the other company, such shares of the Company are not
     entitled to vote or to have dividends paid thereon and shall not be treated
     as outstanding for any purpose except for purposes of determining the
     capital of the Company.

34.  The Company may purchase, redeem or otherwise acquire its shares at a price
     lower than the fair value if permitted by, and then only in accordance
     with, the terms of

     (a)  the Memorandum or these Articles; or

     (b)  a written agreement for the subscription for the shares to be
          purchased, redeemed or otherwise acquired.

35.  The Company may by a resolution of directors include in the computation of
     surplus for any purpose the unrealized appreciation of the assets of the
     Company, and, in the absence of fraud, the decision of the directors as to
     the value of the assets is conclusive, unless a question of law is
     involved.

                   MORTGAGES AND CHARGES OF REGISTERED SHARES

36.  Members may mortgage or charge their registered shares in the Company and
     upon satisfactory evidence thereof the Company shall give effect to the
     terms of any valid mortgage or charge except insofar as it may conflict
     with any requirements herein contained for consent to the transfer of
     shares.

37.  In the case of the mortgage or charge of registered shares there may be
     entered in the share register of the Company at the request of the
     registered holder of such shares

     (a)  a statement that the shares are mortgaged or charged;

     (b)  the name of the mortgagee or chargee; and

     (c)  the date on which the aforesaid particulars are entered in the share
          register.

38.  Where particulars of a mortgage or charge are registered, such particulars
     shall be cancelled

     (a)  with the consent of the named mortgagee or chargee or anyone
          authorized to act on his behalf; or

                                       13



     (b)  upon evidence satisfactory to the directors of the discharge of the
          liability secured by the mortgage or charge and the issue of such
          indemnities as the directors shall consider necessary or desirable.

39.  Whilst particulars of a mortgage or charge are registered, no transfer of
     any share comprised therein shall be effected without the written consent
     of the named mortgagee or chargee or anyone authorized to act on his
     behalf.

                                   FORFEITURE

40.  When shares issued for a promissory note or other written obligation for
     payment of a debt have been issued subject to forfeiture, the following
     provisions shall apply.

41.  Written notice specifying a date for payment to be made and the shares in
     respect of which payment is to be made shall be served on the member who
     defaults in making payment pursuant to a promissory note or other written
     obligations to pay a debt.

42.  The written notice specifying a date for payment shall

     (a)  name a further date not earlier than the expiration of 14 days from
          the date of service of the notice on or before which payment required
          by the notice is to be made; and

     (b)  contain a statement that in the event of non-payment at or before the
          time named in the notice the shares, or any of them, in respect of
          which payment is not made will be liable to be forfeited.

43.  Where a written notice has been issued and the requirements have not been
     complied with within the prescribed time, the directors may at any time
     before tender of payment forfeit and cancel the shares to which the notice
     relates.

44.  The Company is under no obligation to refund any moneys to the member whose
     shares have been forfeited and cancelled pursuant to these provisions. Upon
     forfeiture and cancellation of the shares the member is discharged from any
     further obligation to the Company with respect to the shares forfeited and
     cancelled.

                                      LIEN

45.  The Company shall have a first and paramount lien on every share issued for
     a promissory note or for any other binding obligation to contribute money
     or property or any combination thereof to the Company, and the Company
     shall also have a first and paramount lien on every share standing
     registered in the name of a member, whether singly or jointly with any
     other person or persons, for all the debts and liabilities of such member
     or his estate to the Company, whether the same shall have been incurred
     before or after notice to the Company of any interest of any person other

                                       14



     than such member, and whether the time for the payment or discharge of the
     same shall have actually arrived or not, and notwithstanding that the same
     are joint debts or liabilities of such member or his estate and any other
     person, whether a member of the Company or not. The Company's lien on a
     share shall extend to all dividends payable thereon. The directors may at
     any time either generally, or in any particular case, waive any lien that
     has arisen or declare any share to be wholly or in part exempt from the
     provisions of this Regulation.

46.  In the absence of express provisions regarding sale in the promissory note
     or other binding obligation to contribute money or property, the Company
     may sell, in such manner as the directors may by resolution of directors
     determine, any share on which the Company has a lien, but no sale shall be
     made unless some sum in respect of which the lien exists is presently
     payable nor until the expiration of twenty-one days after a notice in
     writing, stating and demanding payment of the sum presently payable and
     giving notice of the intention to sell in default of such payment, has been
     served on the holder for the time being of the share.

47.  The net proceeds of the sale by the Company of any shares on which it has a
     lien shall be applied in or towards payment of discharge of the promissory
     note or other binding obligation to contribute money or property or any
     combination thereof in respect of which the lien exists so far as the same
     is presently payable and any residue shall (subject to a like lien for
     debts or liabilities not presently payable as existed upon the share prior
     to the sale) be paid to the holder of the share immediately before such
     sale. For giving effect to any such sale the directors may authorize some
     person to transfer the share sold to the purchaser thereof. The purchaser
     shall be registered as the holder of the share and he shall not be bound to
     see to the application of the purchase money, nor shall his title to the
     share be affected by any irregularity or invalidity in the proceedings in
     reference to the sale.

                               TRANSFER OF SHARES

48.  Subject to any limitations in the Memorandum, registered shares in the
     Company may be transferred by a written instrument of transfer signed by
     the transferor and containing the name and address of the transferee, but
     in the absence of such written instrument of transfer the directors may
     accept such evidence of a transfer of shares as they consider appropriate.

49.  The Company shall not be required to treat a transferee of a registered
     share in the Company as a member until the transferee's name has been
     entered in the share register.

50.  Subject to any limitations in the Memorandum, the Company must on the
     application of the transferor or transferee of a registered share in the
     Company enter in the share register the name of the transferee of the share
     save that the

                                       15



     registration of transfers may be suspended and the share register closed at
     such times and for such periods as the Company may from time to time by
     resolution of directors determine provided always that such registration
     shall not be suspended and the share register closed for more than 60 days
     in any period of 12 months.

                             TRANSMISSION OF SHARES

5l.  The executor or administrator of a deceased member, the guardian of an
     incompetent member or the trustee of a bankrupt member shall be the only
     person recognized by the Company as having any title to his share but they
     shall not be entitled to exercise any rights as a member of the Company
     until they have proceeded as set forth in the next following three
     Regulations.

52.  The production to the Company of any document which is evidence of probate
     of the will, or letters of administration of the estate, or confirmation as
     executor, of a deceased member or of the appointment of a guardian of an
     incompetent member or the trustee of a bankrupt member shall be accepted by
     the Company even if the deceased, incompetent or bankrupt member is
     domiciled outside the British Virgin Islands if the document evidencing the
     grant of probate or letters of administration, confirmation as executor,
     appointment as guardian or trustee in bankruptcy is issued by a foreign
     court which had competent jurisdiction in the matter. For the purpose of
     establishing whether or not a foreign court had competent jurisdiction in
     such a matter the directors may obtain appropriate legal advice. The
     directors may also require an indemnity to be given by the executor,
     administrator, guardian or trustee in bankruptcy.

53.  Any person becoming entitled by operation of law or otherwise to a share or
     shares in consequence of the death, incompetence or bankruptcy of any
     member may be registered as a member upon such evidence being produced as
     may reasonably be required by the directors. An application by any such
     person to be registered as a member shall for all purposes be deemed to be
     a transfer of shares of the deceased, incompetent or bankrupt member and
     the directors shall treat it as such.

54.  Any person who has become entitled to a share or shares in consequence of
     the death, incompetence or bankruptcy of any member may, instead of being
     registered himself, request in writing that some person to be named by him
     be registered as the transferee of such share or shares and such request
     shall likewise be treated as if it were a transfer.

55.  What amounts to incompetence on the part of a person is a matter to be
     determined by the court having regard to all the relevant evidence and the
     circumstances of the case.

                                       16



             REDUCTION OR INCREASE IN AUTHORIZED CAPITAL OR CAPITAL

56.  The Company may by a resolution of directors amend the Memorandum to
     increase or reduce its authorized capital and in connection therewith the
     Company may in respect of any unissued shares increase or reduce the number
     of such shares, increase or reduce the par value of any such shares or
     effect any combination of the foregoing.

57.  The Company may amend the Memorandum to

     (a)  divide the shares, including issued shares, of a class or series into
          a larger number of shares of the same class or series; or

     (b)  combine the shares, including issued shares, of a class or series into
          a smaller number of shares of the same class or series,

     provided, however, that where shares are divided or combined under (a) or
     (b) of this Regulation, the aggregate par value of the new shares must be
     equal to the aggregate par value of the original shares.

58.  The capital of the Company may by a resolution of directors be increased by
     transferring an amount of the surplus of the Company to capital.

59.  Subject to the provisions of the two next succeeding Regulations, the
     capital of the Company may by resolution of directors be reduced by
     transferring an amount of the capital of the Company to surplus.

60.  No reduction of capital shall be effected that reduces the capital of the
     Company to an amount that immediately after the reduction is less than the
     aggregate par value of all outstanding shares with par value and all shares
     with par value held by the Company as treasury shares and the aggregate of
     the amounts designated as capital of all outstanding shares without par
     value and all shares without par value held by the Company as treasury
     shares that are entitled to a preference, if any, in the assets of the
     Company upon liquidation of the Company.

61.  No reduction of capital shall be effected unless the directors determine
     that immediately after the reduction the Company will be able to satisfy
     its liabilities as they become due in the ordinary course of its business
     and that the realizable assets of the Company will not be less than its
     total liabilities, other than deferred taxes, as shown in the books of the
     Company and its remaining capital, and, in the absence of fraud, the
     decision of the directors as to the realizable value of the assets of the
     Company is conclusive, unless a question of law is involved.

                                       17



                        MEETINGS AND CONSENTS OF MEMBERS

62.  The directors of the Company may convene meetings of the members of the
     Company at such times and in such manner and places within or outside the
     British Virgin Islands as the directors consider necessary or desirable.

63.  Upon the written request of members holding 10 percent or more of the
     outstanding voting shares in the Company the directors shall convene a
     meeting of members.

64.  The directors shall give not less than 7 days notice of meetings of members
     to those persons whose names on the date the notice is given appear as
     members in the share register of the Company and are entitled to vote at
     the meeting.

65.  The directors may fix the date notice is given of a meeting of members as
     the record date for determining those shares that are entitled to vote at
     the meeting.

66.  A meeting of members may be called on short notice:

     (a)  if members holding not less than 90 percent of the total number of
          shares entitled to vote on all matters to be considered at the
          meeting, or 90 percent of the votes of each class or series of shares
          where members are entitled to vote thereon as a class or series
          together with not less than a 90 percent majority of the remaining
          votes, have agreed to short notice of the meeting, or

     (b)  if all members holding shares entitled to vote on all or any matters
          to be considered at the meeting have waived notice of the meeting and
          for this purpose presence at the meeting shall be deemed to constitute
          waiver.

67.  The inadvertent failure of the directors to give notice of a meeting to a
     member, or the fact that a member has not received notice, does not
     invalidate the meeting.

68.  A member may be represented at a meeting of members by a proxy who may
     speak and vote on behalf of the member.

69.  The instrument appointing a proxy shall be produced at the place appointed
     for the meeting before the time for holding the meeting at which the person
     named in such instrument proposes to vote.

70.  An instrument appointing a proxy shall be in substantially the following
     form or such other form as the Chairman of the meeting shall accept as
     properly evidencing the wishes of the member appointing the proxy.

                                       18

                                (Name of Company)



          I/We..........................................................being
          a member of the above Company with.............................shares
          HEREBY APPOINT........................................................
          of...............................................................or
          failing him...........................................................
          of...............................................................to be
          my/our proxy to vote for me/us at the meeting of members to be held on
          the..............day of....................at any adjournment thereof.


          [Any restrictions on voting to be inserted here]


          Signed this.................day of.....................



          ....................... .
          Member


7l.  The following shall apply in respect of joint ownership of shares:

     (a)  if two or more persons hold shares jointly each of them may be present
          in person or by proxy at a meeting of members and may speak as a
          member;

     (b)  if only one of the joint owners is present in person or by proxy he
          may vote on behalf of all joint owners, and

     (c)  if two or more of the joint owners are present in person or by proxy
          they must vote as one.

72.  A member shall be deemed to be present at a meeting of members if he
     participates by telephone or other electronic means and all members
     participating in the meeting are able to hear each other.

73.  A meeting of members is duly constituted if, at the commencement of the
     meeting, there are present in person or by proxy not less than 50 percent
     of the votes of the shares or class or series of shares entitled to vote on
     resolutions of members to be considered at the meeting. If a quorum be
     present, notwithstanding the fact that such quorum may be represented by
     only one person then such person may resolve any matter and a certificate
     signed by such person

                                       19

     accompanied where such person be a proxy by a copy of the proxy form shall
     constitute a valid resolution of members.

74.  If within two hours from the time appointed for the meeting a quorum is not
     present, the meeting, if convened upon the requisition of members, shall be
     dissolved; in any other case it shall stand adjourned to the next business
     day at the same time and place or to such other time and place as the
     directors may determine, and if at the adjourned meeting there are present
     within one hour from the time appointed for the meeting in person or by
     proxy not less than one third of the votes of the shares or each class or
     series of shares entitled to vote on the resolutions to be considered by
     the meeting, those present shall constitute a quorum but otherwise the
     meeting shall be dissolved.

75.  At every meeting of members, the Chairman of the Board of Directors shall
     preside as chairman of the meeting. If there is no Chairman of the Board of
     Directors or if the Chairman of the Board of Directors is not present at
     the meeting, the members present shall choose some one of their number to
     be the chairman. If the members are unable to choose a chairman for any
     reason, then the person representing the greatest number of voting shares
     present in person or by prescribed form of proxy at the meeting shall
     preside as chairman failing which the oldest individual member or
     representative of a member present shall take the chair.

76.  The chairman may, with the consent of the meeting, adjourn any meeting from
     time to time, and from place to place, but no business shall be transacted
     at any adjourned meeting other than the business left unfinished at the
     meeting from which the adjournment took place.

77.  At any meeting of the members the chairman shall be responsible for
     deciding in such manner as he shall consider appropriate whether any
     resolution has been carried or not and the result of his decision shall be
     announced to the meeting and recorded in the minutes thereof. If the
     chairman shall have any doubt as to the outcome of any resolution put to
     the vote, he shall cause a poll to be taken of all votes cast upon such
     resolution, but if the chairman shall fail to take a poll then any member
     present in person or by proxy who disputes the announcement by the chairman
     of the result of any vote may immediately following such announcement
     demand that a poll be taken and the chairman shall thereupon cause a poll
     to be taken. If a poll is taken at any meeting, the result thereof shall be
     duly recorded in the minutes of that meeting by the chairman.

78.  Any person other than an individual shall be regarded as one member and
     subject to the specific provisions hereinafter contained for the
     appointment of representatives of such persons the right of any individual
     to speak for or represent such member shall be determined by the law of the
     jurisdiction where, and by the documents by which, the

                                       20

     person is constituted or derives its existence. In case of doubt, the
     directors may in good faith seek legal advice from any qualified person and
     unless and until a court of competent jurisdiction shall otherwise rule,
     the directors may rely and act upon such advice without incurring any
     liability to any member.

79.  Any person other than an individual which is a member of the Company may by
     resolution of its directors or other governing body authorize such person
     as it thinks fit to act as its representative at any meeting of the Company
     or of any class of members of the Company, and the person so authorized
     shall be entitled to exercise the same powers on behalf of the person which
     he represents as that person could exercise if it were an individual member
     of the Company.

80.  The chairman of any meeting at which a vote is cast by proxy or on behalf
     of any person other than an individual may call for a notarially certified
     copy of such proxy or authority which shall be produced within 7 days of
     being so requested or the votes cast by such proxy or on behalf of such
     person shall be disregarded.

81.  Directors of the Company may attend and speak at any meeting of members of
     the Company and at any separate meeting of the holders of any class or
     series of shares in the Company.

82.  An action that may be taken by the members at a meeting may also be taken
     by a resolution of members consented to in writing or by telex, telegram,
     cable, facsimile or other written electronic communication, without the
     need for any notice, but if any resolution of members is adopted otherwise
     than by the unanimous written consent of all members, a copy of such
     resolution shall forthwith be sent to all members not consenting to such
     resolution. The consent may be in the form of counterparts, each
     counterpart being signed by one or more members.

                                    DIRECTORS

83.  The first directors of the Company shall be appointed by the subscribers to
     the Memorandum; and thereafter, the directors shall be elected by the
     members for such term as the members determine.

84.  The minimum number of directors shall be one (1) and the maximum number
     shall be seven (7).

85.  Each director shall hold office for the term, if any, fixed by resolution
     of members or until his earlier death, resignation or removal.

86.  A director may be removed from office, with or without cause, by a
     resolution of members or, with cause, by a resolution of directors.

                                       21

87.  A director may resign his office by giving written notice of his
     resignation to the Company and the resignation shall have effect from the
     date the notice is received by the Company or from such later date as may
     be specified in the notice.

88.  The directors may at any time appoint any person to be a director either to
     fill a vacancy or as an addition to the existing directors. A vacancy
     occurs through the death, resignation or removal of a director, but a
     vacancy or vacancies shall not be deemed to exist where one or more
     directors shall resign after having appointed his or their successor or
     successors.

89.  The Company may determine by resolution of directors to keep a register of
     directors containing

     (a)  the names and addresses of the persons who are directors of the
          Company;

     (b)  the date on which each person whose name is entered in the register
          was appointed as a director of the Company; and

     (c)  the date on which each person named as a director ceased to be a
          director of the Company.

90.  If the directors determine to maintain a register of directors, a copy
     thereof shall be kept at the registered office of the Company and the
     Company may determine by resolution of directors to register a copy of the
     register with the Registrar of Companies.

9l.  With the prior or subsequent approval by a resolution of members, the
     directors may, by a resolution of directors, fix the emoluments of
     directors with respect to services to be rendered in any capacity to the
     Company.

92.  A director shall not require a share qualification and may be an individual
     or a company.

                               POWERS OF DIRECTORS

93.  The business and affairs of the Company shall be managed by the directors
     who may pay all expenses incurred preliminary to and in connection with the
     formation and registration of the Company and may exercise all such powers
     of the Company as are not by the Act or by the Memorandum or these Articles
     required to be exercised by the members of the Company, subject to any
     delegation of such powers as may be authorized by these Articles and to
     such requirements as may be prescribed by a resolution of members; but no
     requirement made by a resolution of members shall prevail if it be
     inconsistent with these Articles nor shall such requirement invalidate any
     prior act of the directors which would have been valid if such requirement
     had not been made.

                                       22

94.  The directors may, by a resolution of directors, appoint any person,
     including a person who is a director, to be an officer or agent of the
     Company. The resolution of directors appointing an agent may authorize the
     agent to appoint one or more substitutes or delegates to exercise some or
     all of the powers conferred on the agent by the Company.

95.  Every officer or agent of the Company has such powers and authority of the
     directors, including the power and authority to affix the Seal, as are set
     forth in these Articles or in the resolution of directors appointing the
     officer or agent, except that no officer or agent has any power or
     authority with respect to the matters requiring a resolution of directors
     under the Act.

96.  Any director which is a body corporate may appoint any person its duly
     authorized representative for the purpose of representing it at meetings of
     the Board of Directors or with respect to unanimous written consents.

97.  The continuing directors may act notwithstanding any vacancy in their body,
     save that if their number is reduced to their knowledge below the number
     fixed by or pursuant to these Articles as the necessary quorum for a
     meeting of directors, the continuing directors or director may act only for
     the purpose of appointing directors to fill any vacancy that has arisen or
     for summoning a meeting of members.

98.  The directors may by resolution of directors exercise all the powers of the
     Company to borrow money and to mortgage or charge its undertakings and
     property or any part thereof, to issue debentures, debenture stock and
     other securities whenever money is borrowed or as security for any debt,
     liability or obligation of the Company or of any third party.

99.  All cheques, promissory notes, drafts, bills of exchange and other
     negotiable instruments and all receipts for moneys paid to the Company,
     shall be signed, drawn, accepted, endorsed or otherwise executed, as the
     case may be, in such manner as shall from time to time be determined by
     resolution of directors.

l00. The Company may determine by resolution of directors to maintain at its
     registered office a register of mortgages, charges and other encumbrances
     in which there shall be entered the following particulars regarding each
     mortgage, charge and other encumbrance:

     (a)  the sum secured;

     (b)  the assets secured;

     (c)  the name and address of the mortgagee, chargee or other encumbrancer;

                                       23

     (d)  the date of creation of the mortgage, charge or other encumbrance; and

     (e)  the date on which the particulars specified above in respect of the
          mortgage, charge or other encumbrance are entered in the register.

l0l. The Company may further determine by a resolution of directors to register
     a copy of the register of mortgages, charges or other encumbrances with the
     Registrar of Companies.

                            PROCEEDINGS OF DIRECTORS

102. The directors of the Company or any committee thereof may meet at such
     times and in such manner and places within or outside the British Virgin
     Islands as the directors may determine to be necessary or desirable.

103. A director shall be deemed to be present at a meeting of directors if he
     participates by telephone or other electronic means and all directors
     participating in the meeting are able to hear each other.

104. A director shall be given not less than 3 days notice of meetings of
     directors, but a meeting of directors held without 3 days notice having
     been given to all directors shall be valid if all the directors entitled to
     vote at the meeting who do not attend, waive notice of the meeting and for
     this purpose, the presence of a director at a meeting shall constitute
     waiver on his part. The inadvertent failure to give notice of a meeting to
     a director, or the fact that a director has not received the notice, does
     not invalidate the meeting.

105. A director may by a written instrument appoint an alternate who need not be
     a director and an alternate is entitled to attend meetings in the absence
     of the director who appointed him and to vote or consent in place of the
     director.

106. A meeting of directors is duly constituted for all purposes if at the
     commencement of the meeting there are present in person or by alternate not
     less than one-half of the total number of directors, unless there are only
     2 directors in which case the quorum shall be 2.

107. If the Company shall have only one director the provisions herein contained
     for meetings of the directors shall not apply but such sole director shall
     have full power to represent and act for the Company in all matters as are
     not by the Act or the Memorandum or these Articles required to be exercised
     by the members of the Company and in lieu of minutes of a meeting shall
     record in writing and sign a note or memorandum of all matters requiring a
     resolution of directors. Such a note or memorandum shall constitute
     sufficient evidence of such resolution for all purposes.

                                       24

108. At every meeting of the directors the Chairman of the Board of Directors
     shall preside as chairman of the meeting. If there is no Chairman of the
     Board of Directors or if the Chairman of the Board of Directors is not
     present at the meeting the Vice-Chairman of the Board of Directors shall
     preside. If there is no Vice-Chairman of the Board of Directors or if the
     Vice-Chairman of the Board of Directors is not present at the meeting the
     directors present shall choose some one of their number to be chairman of
     the meeting.

109. An action that may be taken by the directors or a committee of directors at
     a meeting may also be taken by a resolution of directors or a committee of
     directors consented to in writing or by telex, telegram, cable, facsimile
     or other written electronic communication by all directors or all members
     of the committee as the case may be, without the need for any notice. The
     consent may be in the form of counterparts, each counterpart being signed
     by one or more directors.

110. The directors shall cause the following corporate records to be kept:

     (a)  minutes of all meetings of directors, members, committees of
          directors, committees of officers and committees of members;

     (b)  copies of all resolutions consented to by directors, members,
          committees of directors, committees of officers and committees of
          members; and

     (c)  such other accounts and records as the directors by resolution of
          directors consider necessary or desirable in order to reflect the
          financial position of the Company.

111. The books, records and minutes shall be kept at the registered office of
     the Company, its principal place of business or at such other place as the
     directors determine.

112. The directors may, by resolution of directors, designate one or more
     committees, each consisting of one or more directors.

113. Each committee of directors has such powers and authorities of the
     directors, including the power and authority to affix the Seal, as are set
     forth in the resolution of directors establishing the committee, except
     that no committee has any power or authority to amend the Memorandum or
     these Articles, to appoint directors or fix their emoluments, or to appoint
     officers or agents of the Company.

114. The meetings and proceedings of each committee of directors consisting of 2
     or more directors shall be governed mutatis mutandis by the provisions of
     these Articles regulating the proceedings of directors so far as the same
     are not

                                       25

     superseded by any provisions in the resolution establishing the committee.

                                    OFFICERS

115. The Company may by resolution of directors appoint officers of the Company
     at such times as shall be considered necessary or expedient. Such officers
     may consist of a Chairman of the Board of Directors, a Vice-Chairman of the
     Board of Directors, a President and one or more Vice-Presidents,
     Secretaries and Treasurers and such other officers as may from time to time
     be deemed desirable. Any number of offices may be held by the same person.

116. The officers shall perform such duties as shall be prescribed at the time
     of their appointment subject to any modification in such duties as may be
     prescribed thereafter by resolution of directors or resolution of members,
     but in the absence of any specific allocation of duties it shall be the
     responsibility of the Chairman of the Board of Directors to preside at
     meetings of directors and members, the Vice-Chairman to act in the absence
     of the Chairman, the President to manage the day to day affairs of the
     Company, the Vice-Presidents to act in order of seniority in the absence of
     the President but otherwise to perform such duties as may be delegated to
     them by the President, the Secretaries to maintain the share register,
     minute books and records (other than financial records) of the Company and
     to ensure compliance with all procedural requirements imposed on the
     Company by applicable law, and the Treasurer to be responsible for the
     financial affairs of the Company.

117. The emoluments of all officers shall be fixed by resolution of directors.

118. The officers of the Company shall hold office until their successors are
     duly elected and qualified, but any officer elected or appointed by the
     directors may be removed at any time, with or without cause, by resolution
     of directors. Any vacancy occurring in any office of the Company may be
     filled by resolution of directors.

                              CONFLICT OF INTERESTS

119. No agreement or transaction between the Company and one or more of its
     directors or any person in which any director has a financial interest or
     to whom any director is related, including as a director of that other
     person, is void or voidable for this reason only or by reason only that the
     director is present at the meeting of directors or at the meeting of the
     committee of directors that approves the agreement or transaction or that
     the vote or consent of the director is counted for that purpose if the
     material facts of the interest of each director in the agreement or
     transaction and his interest in or relationship to any other party to the
     agreement or transaction are disclosed in good faith or are known by the
     other directors.

                                       26

l20. A director who has an interest in any particular business to be considered
     at a meeting of directors or members may be counted for purposes of
     determining whether the meeting is duly constituted.

                                 INDEMNIFICATION

l2l. Subject to the limitations hereinafter provided the Company may indemnify
     against all expenses, including legal fees, and against all judgments,
     fines and amounts paid in settlement and reasonably incurred in connection
     with legal, administrative or investigative proceedings any person who

     (a)  is or was a party or is threatened to be made a party to any
          threatened, pending or completed proceedings, whether civil, criminal,
          administrative or investigative, by reason of the fact that the person
          is or was a director, an officer or a liquidator of the Company; or

     (b)  is or was, at the request of the Company, serving as a director,
          officer or liquidator of, or in any other capacity is or was acting
          for, another company or a partnership, joint venture, trust or other
          enterprise.

122. The Company may only indemnify a person if the person acted honestly and in
     good faith with a view to the best interests of the Company and, in the
     case of criminal proceedings, the person had no reasonable cause to believe
     that his conduct was unlawful.

123. The decision of the directors as to whether the person acted honestly and
     in good faith and with a view to the best interests of the Company and as
     to whether the person had no reasonable cause to believe that his conduct
     was unlawful is, in the absence of fraud, sufficient for the purposes of
     these Articles, unless a question of law is involved.

124. The termination of any proceedings by any judgment, order, settlement,
     conviction or the entering of a nolle prosequi does not, by itself, create
     a presumption that the person did not act honestly and in good faith and
     with a view to the best interests of the Company or that the person had
     reasonable cause to believe that his conduct was unlawful.

125. If a person to be indemnified has been successful in defence of any
     proceedings referred to above the person is entitled to be indemnified
     against all expenses, including legal fees, and against all judgments,
     fines and amounts paid in settlement and reasonably incurred by the person
     in connection with the proceedings.

126. The Company may purchase and maintain insurance in relation to any person
     who is or was a director, an officer or a liquidator of the Company, or who
     at the request of the Company is or was serving as a director, an officer
     or a liquidator of, or in any other capacity is or was acting for, another
     company or a partnership, joint venture, trust

                                       27

     or other enterprise, against any liability asserted against the person and
     incurred by the person in that capacity, whether or not the Company has or
     would have had the power to indemnify the person against the liability as
     provided in these Articles.

                                      SEAL

127. The Company may have more than one Seal and references herein to the Seal
     shall be references to every Seal which shall have been duly adopted by
     resolution of directors. The directors shall provide for the safe custody
     of the Seal and for an imprint thereof to be kept at the Registered Office.
     Except as otherwise expressly provided herein the Seal when affixed to any
     written instrument shall be witnessed and attested to by the signature of a
     director or any other person so authorized from time to time by resolution
     of directors. Such authorization may be before or after the Seal is
     affixed, may be general or specific and may refer to any number of
     sealings. The Directors may provide for a facsimile of the Seal and of the
     signature of any director or authorized person which may be reproduced by
     printing or other means on any instrument and it shall have the same force
     and validity as if the Seal had been affixed to such instrument and the
     same had been signed as hereinbefore described.

                                    DIVIDENDS

128. The Company may by a resolution of directors declare and pay dividends in
     money, shares, or other property, but dividends shall only be declared and
     paid out of surplus. In the event that dividends are paid in specie the
     directors shall have responsibility for establishing and recording in the
     resolution of directors authorizing the dividends, a fair and proper value
     for the assets to be so distributed.

129. The directors may from time to time pay to the members such interim
     dividends as appear to the directors to be justified by the profits of the
     Company.

130. The directors may, before declaring any dividend, set aside out of the
     profits of the Company such sum as they think proper as a reserve fund, and
     may invest the sum so set aside as a reserve fund upon such securities as
     they may select.

131. No dividend shall be declared and paid unless the directors determine that
     immediately after the payment of the dividend the Company will be able to
     satisfy its liabilities as they become due in the ordinary course of its
     business and the realizable value of the assets of the Company will not be
     less than the sum of its total liabilities, other than deferred taxes, as
     shown in its books of account, and its capital. In the absence of fraud,
     the decision of the directors as to the realizable value of the assets of
     the Company is conclusive, unless a question of law is involved.

                                       28

132. Notice of any dividend that may have been declared shall be given to each
     member in manner hereinafter mentioned and all dividends unclaimed for 3
     years after having been declared may be forfeited by resolution of
     directors for the benefit of the Company.

133. No dividend shall bear interest as against the Company and no dividend
     shall be paid on treasury shares or shares held by another company of which
     the Company holds, directly or indirectly, shares having more than 50
     percent of the vote in electing directors.

134. A share issued as a dividend by the Company shall be treated for all
     purposes as having been issued for money equal to the surplus that is
     transferred to capital upon the issue of the share.

135. In the case of a dividend of authorized but unissued shares with par value,
     an amount equal to the aggregate par value of the shares shall be
     transferred from surplus to capital at the time of the distribution.

136. In the case of a dividend of authorized but unissued shares without par
     value, the amount designated by the directors shall be transferred from
     surplus to capital at the time of the distribution, except that the
     directors must designate as capital an amount that is at least equal to the
     amount that the shares are entitled to as a preference, if any, in the
     assets of the Company upon liquidation of the Company.

137. A division of the issued and outstanding shares of a class or series of
     shares into a larger number of shares of the same class or series having a
     proportionately smaller par value does not constitute a dividend of shares.

                               ACCOUNTS AND AUDIT

130. The Company may by resolution of members call for the directors to prepare
     periodically a profit and loss account and a balance sheet. The profit and
     loss account and balance sheet shall be drawn up so as to give respectively
     a true and fair view of the profit and loss of the Company for the
     financial period and a true and fair view of the state of affairs of the
     Company as at the end of the financial period.

139. The Company may by resolution of members call for the accounts to be
     examined by auditors.

140. The first auditors shall be appointed by resolution of directors;
     subsequent auditors shall be appointed by a resolution of members.

141. The auditors may be members of the Company but no director or other officer
     shall be eligible to be an auditor of the Company during his continuance in
     office.

                                       29

142. The remuneration of the auditors of the Company

     (a)  in the case of auditors appointed by the directors, may be fixed by
          resolution of directors; and

     (b)  subject to the foregoing, shall be fixed by resolution of members or
          in such manner as the Company may by resolution of members determine.

143. The auditors shall examine each profit and loss account and balance sheet
     required to be served on every member of the Company or laid before a
     meeting of the members of the Company and shall state in a written report
     whether or not

     (a)  in their opinion the profit and loss account and balance sheet give a
          true and fair view respectively of the profit and loss for the period
          covered by the accounts, and of the state of affairs of the Company at
          the end of that period; and

     (b)  all the information and explanations required by the auditors have
          been obtained.

144. The report of the auditors shall be annexed to the accounts and shall be
     read at the meeting of members at which the accounts are laid before the
     Company or shall be served on the members.

145. Every auditor of the Company shall have a right of access at all times to
     the books of account and vouchers of the Company, and shall be entitled to
     require from the directors and officers of the Company such information and
     explanations as he thinks necessary for the performance of the duties of
     the auditors.

146. The auditors of the Company shall be entitled to receive notice of, and to
     attend any meetings of members of the Company at which the Company's profit
     and loss account and balance sheet are to be presented.

                                     NOTICES

147. Any notice, information or written statement to be given by the Company to
     members may be served in the case of members holding registered shares in
     any way by which it can reasonably be expected to reach each member or by
     mail addressed to each member at the address shown in the share register
     and in the case of members holding shares issued to bearer, in the manner
     provided in the Memorandum.

148. Any summons, notice, order, document, process, information or written
     statement to be served on the Company may be served by leaving it, or by
     sending it by registered mail addressed to the Company, at its registered
     office, or by leaving it with, or by sending it by registered mail to, the
     registered agent of the Company.

                                       30

149. Service of any summons, notice, order, document, process, information or
     written statement to be served on the Company may be proved by showing that
     the summons, notice, order, document, process, information or written
     statement was delivered to the registered office or the registered agent of
     the Company or that it was mailed in such time as to admit to its being
     delivered to the registered office or the registered agent of the Company
     in the normal course of delivery within the period prescribed for service
     and was correctly addressed and the postage was prepaid.

                        PENSION AND SUPERANNUATION FUNDS

150. The directors may establish and maintain or procure the establishment and
     maintenance of any non-contributory or contributory pension or
     superannuation funds for the benefit of, and give or procure the giving of
     donations, gratuities, pensions, allowances or emoluments to, any persons
     who are or were at any time in the employment or service of the Company or
     any company which is a subsidiary of the Company or is allied to or
     associated with the Company or with any such subsidiary, or who are or were
     at any time directors or officers of the Company or of any such other
     company as aforesaid or who hold or held any salaried employment or office
     in the Company or such other company, or any persons in whose welfare the
     Company or any such other company as aforesaid is or has been at any time
     interested, and to the wives, widows, families and dependents of any such
     person, and may make payments for or towards the insurance of any such
     persons as aforesaid, and may do any of the matters aforesaid either alone
     or in conjunction with any such other company as aforesaid. Subject always
     to the proposal being approved by resolution of members, a director holding
     any such employment or office shall be entitled to participate in and
     retain for his own benefit any such donation, gratuity, pension allowance
     or emolument.

                                   ARBITRATION

151. Whenever any difference arises between the Company on the one hand and any
     of the members or their executors, administrators or assigns on the other
     hand, touching the true intent and construction or the incidence or
     consequences of these Articles or of the Act, touching anything done or
     executed, omitted or suffered in pursuance of the Act or touching any
     breach or alleged breach or otherwise relating to the premises or to these
     Articles, or to any Act or Ordinance affecting the Company or to any of the
     affairs of the Company such difference shall, unless the parties agree to
     refer the same to a single arbitrator, be referred to 2 arbitrators one to
     be chosen by each of the parties to the difference and the arbitrators
     shall before entering on the reference appoint an umpire.

152. If either party to the reference makes default in appointing an arbitrator
     either originally or by way of substitution (in the event that an appointed
     arbitrator shall die, be incapable of acting or refuse to act) for 10 days
     after the

                                       31

     other party has given him notice to appoint the same, such other party may
     appoint an arbitrator to act in the place of the arbitrator of the
     defaulting party.

                      VOLUNTARY WINDING UP AND DISSOLUTION

153. The Company may voluntarily commence to wind up and dissolve by a
     resolution of members but if the Company has never issued shares it may
     voluntarily commence to wind up and dissolve by resolution of director.

                                  CONTINUATION

154. The Company may by resolution of members or by a resolution passed
     unanimously by all directors of the Company continue as a company
     incorporated under the laws of a jurisdiction outside the British Virgin
     Islands in the manner provided under those laws.



     We, HWR SERVICES LIMITED, of Craigmuir Chambers, Road Town, Tortola,
British Virgin Islands for the purpose of incorporating an International
Business Company under the laws of the British Virgin Islands hereby subscribe
our name to these Articles of Association the 5th day of February, 1999 in the
presence of:



Witness                              Subscriber



/S/ Ibn K. Thomas                    /S/ Adel K. Clyne
..........................            ............................
Craigmuir Chambers                   Authorized Signatory
Road Town, Tortola                   HWR Services Limited

                                       32

EX-3.9

                                                                     EXHIBIT 3.9

                              [LOGO APPEARS HERE]
                        COMPANIES COMMISSION OF MALAYSIA


                                     FORM 13

                               COMPANIES ACT, 1965

                                [Section 23 (2)]
Company No:

- ----------
59884    D
- ----------


                     DECLARATION OF ORGANIZATION NAME CHANGE

                             This is to certify that



                           CHIPPAC MALAYSIA SDN. BHD.


    Which was incorporated under the Companies Act 1965 on 3rd July 1980, as
     a private company, on this day 11th of August 2004 changed its name to


                        STATS CHIPPAC MALAYSIA SDN. BHD.


And that the company is a private company limited by shares.


Approved by the authorized signatory and seal in Kuala Lumpur on 11th August
2004.


[CHOP APEARS HERE]                                    /S/ PJTEH BT MAHMOOD
                                                        PJTEH BT MAHMOOD
                                               ASSISTANT REGISTRAR OF COMPANIES
                                                           MALAYSIA






                               [LOGO APPEARS HERE]
                             (Registry Of Companies)
                                    MALAYSIA


                                     FORM 13

                               COMPANIES ACT, 1965
                                [Section 23 (2)]

Company No:

- ----------
59884    D
- ----------


                     DECLARATION OF ORGANIZATION NAME CHANGE

                             This is to certify that



                          INTERSIL TECHNOLOGY SDN. BHD.


   Which was incorporated under the Companies Act 1965 on 3rd July 1980, as a
     private company, has on this day 10th August 2000 changed its name to

                            CHIPPAC MALAYSIA SDN BHD.


And that the company is a private company limited by shares.


Approved by the authorized signatory and seal in Kuala Lumpur on 10th August
2000.


[CHOP APPEARS HERE]                                 /S/ ANUAR BIN SHAMAD
                                                      ANUAR BIN SHAMAD
                                               ASSISTANT REGISTRAR OF COMPANIES
                                                            MALAYSIA





                               [LOGO APPEARS HERE]
                             (Registry Of Companies)
                                    MALAYSIA


                                     FORM 13

                               COMPANIES ACT, 1965
                                [Section 23 (2)]

Company No:

- ----------
59884    D
- ----------



                     DECLARATION OF ORGANIZATION NAME CHANGE

                             This is to certify that



                 HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD.


   Which was incorporated under the Companies Act 1965 on 3rd July 1980 as a
    private company, has on this day 18th September 1999 changed its name to


                          INTERSIL TECHNOLOGY SDN. BHD.


And that the company is a private company limited by shares.


Approved by the authorized signatory and seal in Kuala Lumpur on 18th September
1999.


[CHOP APEARS HERE]                                   /S/ ANUAR BIN SHAMAD
                                                        ANUAR BIN SHAMAD
                                               ASSISTANT REGISTRAR OF COMPANIES
                                                           MALAYSIA




                             THE COMPANIES ACT, 1965
                                                                  [STAMP APPEARS
                                                                           HERE]
                                  -------------

                        PRIVATE COMPANY LIMITED BY SHARES

                                  -------------

                            MEMORANDUM OF ASSOCIATION

                                       OF

                 HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD.

                                  -------------


         1. The name of the Company is "HARRIS ADVANCED TECHNOLOGY (MALAYSIA)
SDN. Bhd.

         2. The registered office of the Company will be situated in Malaysia.

         3. The objects for which the Company is established are all or any of
the following, it being intended that the objects or all or any of the objects
specified in each paragraph of this clause shall except and unless where
otherwise expressed in such paragraph be in no wise limited or restricted by
reference to or inference from the terms of any other paragraph or group of
paragraphs and shall be capable of being pursued as an independent object and
either alone or in conjunction with all or any one or more of the other objects
specified in the same or in any other paragraph or group of paragraphs and the
discontinuance or abandonment of all or any of the business or objects
hereinafter referred to shall not prevent the Company from carrying on any other
business authorized to be carried on by the Company and it is hereby expressly
declared that in the interpretation of this clause the meaning of any of the
Company's objects shall not be restricted by reference to any other object or by
the juxtaposition of two or more of them and that in the event of any ambiguity
this clause shall be construed in such a way as to widen and not to restrict the
powers of the Company:-

                  (1)      To design, develop, manufacture, assemble, test,
                           package, ship and sell semi-conductors and other
                           electronic components and devices of any type, and
                           electronic and electro-mechanical machines, systems,
                           sub-systems, sub-assemblies and products of any kind.

                  (2)      To import, produce, manufacture, export, distribute,
                           purchase, sell trade and deal in either as principals
                           or agents all manner of electronic and electrical
                           components and equipment.


                                                             [CHOP APPEARS HERE]






                  (3)      To carry on the business of electronic, electrical
                           and mechanical engineers and manufacturers, workers
                           and dealers in electronic and electrical apparatus
                           and good and the manufacture, sale or hire of
                           apparatus or goods to which the application of
                           electronic, electricity or any like science or power
                           that can be used as a substitute therefore, is or may
                           be useful, convenient or ornamental, or any other
                           business of a like nature.

                  (4)      To carry on all or any of the businesses of
                           manufacturers, installers, maintainers, repairers of
                           and dealers in electronic and electrical appliances
                           and apparatus of every description, and of and in
                           radio, television and telecommunication requisites
                           and supplies, and electronic and electrical
                           apparatus, appliances, equipment and stores of all
                           kinds.

                  (5)      To purchase, subscribe for or otherwise acquire and
                           hold shares, stock, debentures, debenture stock,
                           bonds, obligations, and securities issued or
                           guaranteed by any company whether constituted or
                           carrying on business in Malaysia or elsewhere, and
                           debentures, debenture stock, bonds, obligations and
                           securities issued or guaranteed by any government,
                           sovereign ruler, commissioners, public body or
                           authority, supreme, municipal, local or otherwise,
                           whether at home or abroad.

                  (6)      To acquire any such shares, stock, debentures,
                           debenture stock, obligations or securities by
                           original subscription, tender, purchase, exchange or
                           otherwise either for cash or a consideration other
                           than cash and to subscribe for the same, either
                           conditionally or otherwise and to underwrite,
                           sub-underwrite or guarantee the subscription thereof
                           in any manner and to exercise and enforce all or any
                           of the rights and powers conferred by or incident to
                           the ownership thereof.

                  (7)      To issue debentures, debenture stock, bonds,
                           obligations, and securities of all kinds, and to
                           frame, constitute and secure the same, as may seem
                           expedient, with full power to make the same
                           transferable by delivery, or by instrument of
                           transfer or otherwise, and either perpetual or
                           terminable, and either redeemable or otherwise, and
                           to charge or secure the same by trust, deed, or
                           otherwise, on the undertaking of the Company, or upon
                           any specific property and rights, present and future,
                           of the Company (including, if thought fit, uncalled
                           capital), or otherwise howsoever.

                                                             [CHOP APPEARS HERE]


                                     - 2 -


                  (8)      To invest money at interest on the security of
                           immovable property or any interest therein or on the
                           security of any movable property or assets of any
                           kind and generally to lend and advance money with or
                           without security upon such terms as may be arranged
                           and to guarantee either with or without remuneration
                           the payment of moneys or debts by any person or
                           company and to guarantee the performance of any
                           contracts, bond s or obligations and to discount,
                           buy, sell and deal in bills, notes, warrants, coupons
                           and other negotiable or transferable securities or
                           documents.

                  (9)      To facilitate and encourage the creation, issue or
                           conversion of debentures, debenture stock, bonds,
                           obligations, shares, stock and securities, and to act
                           as trustees in connection with any such securities,
                           and to take part in the conversion of business
                           concerns and undertakings into companies.

                  (10)     To take part in the formation, management,
                           supervision, or control of the business or operations
                           of any company or undertaking, and for that purpose
                           to appoint and remunerate any directors, accountants,
                           or other experts or agents.

                  (11)     To constitute any trusts with a view to the issue of
                           preferred and deferred or any other special stocks or
                           securities based on, or representing any shares,
                           stocks or other assets, specifically appropriated for
                           the purpose of any such trust, and to settle and
                           regulate, and if thought fit to undertake and execute
                           any such trusts, and to issue, dispose of, or hold
                           any such preferred, deferred, or other special stocks
                           or securities.

                  (12)     To give any guarantee in relation to the repayment of
                           any debentures, debenture stock, bonds, obligations,
                           stocks, shares, or other securities, or the payment
                           of any interest or dividends thereon.

                  (13)     Generally to carry on business as financiers and to
                           undertake and carry out all such operations and
                           transactions as an individual capitalist may lawfully
                           undertake and carry out.

                  (14)     To purchase, take on lease, or in exchange, hire, or
                           otherwise acquire and hold for any estate or interest
                           and work and develop any lands, buildings, easements,
                           rights, privileges, concessions, machinery, patents,
                           plants, stock in trade, and immovable and movable
                           property of any kind.

                                                             [CHOP APPEARS HERE]

                                     - 3 -


                  (15)     To build, construct, alter, improve, maintain,
                           develop, work, manage, carry out or control any
                           buildings, factories, warehouses, shops, stores,
                           houses, and other works and conveniences which may
                           seem calculated directly or indirectly to advance the
                           Company's interests and to contribute and subsidize
                           or otherwise assist or take part in the construction,
                           improvement, maintenance, working, management,
                           carrying out or control hereof.

                  (16)     To borrow or raise or secure the payment of money in
                           such manner as may be thought fit, and for that
                           purpose to issue notes, debentures, or debenture
                           stock, perpetual or redeemable, or to accept bills of
                           exchange or make promissory notes and to secure the
                           repayment or any moneys borrowed or raised or owing
                           by the Company by a charge or lien upon or conveyance
                           of the whole or any part of the Company's property or
                           assets, including its uncalled capital, and to give
                           the lenders and creditors or trusts on their behalf,
                           powers of sale and all other usual and necessary
                           powers.

                  (17)     To transact or carry on any kind of agency business,
                           and in particular in relation to the investment of
                           money, the sale of property and the collection and
                           receipt of money.

                  (18)     To carry on the business of general importers and
                           exporters, manufacturers, general merchants,
                           commission agents, and wholesale or retail dealers of
                           articles of all kinds and descriptions and whether
                           manufactured or in a raw state and to buy, sell,
                           barter, exchange, or otherwise deal in the same.

                  (19)     To apply for, purchase, or otherwise acquire, use,
                           assign, sell and generally deal in patents, patent
                           rights, trade marks, designs, or other exclusive or
                           limited rights or privileges, and to use develop,
                           grant licenses and otherwise turn to account the
                           same, or any interests thereunder, and at pleasure to
                           dispose of the same in any way.

                                                             [CHOP APPEARS HERE]

                                     - 4 -


                  (20)     To purchase, take on lease, or otherwise acquire, any
                           mines, mining rights and metaliferous coal, oil, or
                           any other mineral bearing lands in Malaysia or
                           elsewhere, and any interest therein, and to explore,
                           work, exercise, develop, and turn to account the same
                           including power to crush, win, get, acquire, smelt,
                           calcine, refine, dress, amalgamate, manipulate and
                           prepare for market any ore, metal, coal, oil and
                           mineral substances of all kinds and to carry on any
                           other metallurgical operations which may seem
                           conducive to any of the Company's objects, and to
                           buy, sell, manufacture, and deal in, minerals,
                           metals, plant, machinery, instruments, conveniences,
                           provisions, and things, capable of being use in
                           connection with metallurgical operations or required
                           by labourers, workmen and other employed by the
                           Company.

                  (21)     To carry on the business of land water transport
                           owners and suppliers, commission agents, shipping
                           agents, and brokers, shippers, freighters,
                           lightermen, wharfingers, forwarding agents,
                           stevedores, labour suppliers, warehousemen,
                           shipbuilders, ship owners, building contractors,
                           insurance agents, and ship chandlers.

                  (22)     To carry on all or any of the business of silk
                           mercers, silk weavers, cotton spinners, cloth
                           manufacturers, furriers, haberdashers, hosiers,
                           importers, and wholesale and retail dealers of and in
                           textile fabrics of all kinds, milliners, dressmakers,
                           tailors, hatters, clothiers, outfitters, glovers,
                           lace manufacturers, feather dressers, boot and shoe
                           makers, manufacturers and importers and wholesale and
                           retail dealers of and in matches, soap, biscuits,
                           leather goods, household furniture, ironmongery,
                           turnery, and other household fittings and utensils,
                           ornaments, stationery, and fancy goods, dealers in
                           provisions, drugs, chemicals and other articles and
                           commodities of personal and household use and
                           consumption, and generally of and in all manufactured
                           goods, raw materials, provisions and products.

                  (23)     To pay for any property or rights acquired by the
                           Company, either in cash or in fully or partly paid
                           shares, with or without preferred or deferred rights
                           in respect of dividend or repayment of capital or
                           otherwise, or by the issue of securities, or partly
                           in one mode and partly in another and generally on
                           such terms as may be arranged or determined.

                                                             [CHOP APPEARS HERE]

                                     - 5 -


                  (24)     To carry on in connection with the above such other
                           businesses as may be conveniently or profitably
                           carried on therewith or may usefully employ or turn
                           to account or enhance the value of or render
                           profitable any of the Company's property or rights.

                  (25)     To acquire and undertake the whole or any part of the
                           business, goodwill and assets of any person, firm or
                           company carrying on or proposing to carry on any of
                           the businesses which this Company is authorized to
                           carry on and as part of the consideration for such
                           acquisition to undertake all or any of the
                           liabilities of such person, firm, or company or to
                           acquire an interest in, amalgamate with or enter into
                           any arrangements for sharing profits or for
                           co-operation or for limiting competition or for
                           mutual assistance with any person, firm or company
                           and to give or accept by way of consideration for any
                           of the acts or things aforesaid or for any property
                           acquired, any shares, debentures, or securities that
                           may be agreed upon and to hold good and retail or
                           sell, mortgage and deal with any shares, debentures
                           or securities so received.

                  (26)     To promote any other company for the purpose of
                           acquiring all or any of the property and undertaking
                           and all or any of the liabilities of this Company or
                           of undertaking any business or operations which may
                           appear likely enhance the value of any property or
                           business of this Company and to place or guarantee
                           the placing of, underwrite, apply for, accept and
                           hold or subscribe, the whole or any part of the
                           capital or securities or to lend money to or
                           guarantee the performance of the contract of any such
                           company.

                  (27)     To sell, improve, manage, develop, exchange, lease,
                           mortgage, enfranchise, dispose of, turn to account or
                           otherwise deal with the whole or any part of the
                           undertaking, property, assets and rights of the
                           Company, either together or in portions for such
                           consideration as may be agreed and in particular for
                           shares, debentures, debenture stock or securities of
                           any company purchasing the same.

                  (28)     To draw, make, accept, endorse, discount, execute and
                           issue promissory notes, bills of exchange, bills of
                           lading, warrants, debentures, debenture stock and
                           other negotiable or transferable instruments.

                                                             [CHOP APPEARS HERE]


                                     - 6 -


                  (29)     To acquire or obtain from any government or
                           authority, supreme, municipal, local or otherwise, or
                           any corporation, company or person any charters,
                           rights, privileges, and concessions which may be
                           conducive to any of the objects of the Company and to
                           accept, make payments under, carry out, exercise and
                           comply with any such charters, rights, privileges and
                           concessions.

                  (30)     To act as agents or brokers and subject to compliance
                           with any restrictions imposed by law as trustees for
                           any person, firm or company and also to act in any of
                           the businesses of the Company through or by means of
                           agents, brokers, sub-contractors, or others.

                  (31)     To grant pensions or gratuities to any past or
                           serving directors, officers, or employees of the
                           Company or to the relations, connections or
                           dependants of any such persons, or to effect and make
                           payment towards insurances in respect of and for the
                           benefit of any such persons and to establish or
                           support associations, institutions, cubs, funds and
                           trusts (whether solely connected with the trade,
                           carried on by the Company or any subsidiary company
                           or not) which may be considered or calculated to
                           benefit any such persons or otherwise advance the
                           interests of the Company or of its members.

                  (32)     To remunerate any person, firm or company rendering
                           services to this Company either by cash payment or by
                           the allotment to him or them of shares or securities
                           of the Company credited as fully paid up in full or
                           in part or otherwise.

                  (33)     To pay all or any expenses incurred in connection
                           with the formation and incorporation of the Company
                           or to contract with any person, firm or company to
                           pay the same and to pay commissions to brokers and
                           others for underwriting, placing, selling, or
                           guaranteeing the subscription of any shares,
                           debentures or securities of this Company or a company
                           promoted by this Company.

                  (34)     To effect insurances against losses, damage, risks
                           and liabilities of all kinds which may affect any
                           person or company having contractual relationship
                           with the Company and to act as agents for insurers
                           and insurance brokers.

                                                             [CHOP APPEARS HERE]

                                     - 7 -


                  (35)     To distribute among the members of the Company in
                           kind any property of the Company and in particular
                           any immovable property or any shares, debentures or
                           securities of other companies belonging to this
                           Company or of which this Company may have the power
                           of disposing, but so that no distribution involving a
                           reduction of the capital may be made without such
                           sanctions as may be required by law.

                  (36)     To establish branches and agencies for the purposes
                           of the Company.

                  (37)     Subject to compliance with the restrictions imposed
                           by law to undertake and execute any trusts the
                           undertaking whereof may seem desirable and either
                           gratuitously or otherwise.

                  (38)     To invest and deal with the moneys of the Company not
                           immediately required upon such securities or without
                           security and in such manner as may from time to time
                           be determined.

                  (39)     To appoint from time to time either with full or
                           restricted powers of sub-delegation and either with
                           or without remuneration agents, attorneys, local or
                           Managing Directors, or any persons or corporations
                           under power of attorney or otherwise within or
                           outside Malaysia for the purpose of carrying out and
                           completing all or any of the objects of the Company
                           as mentioned in this Memorandum of Association and of
                           arranging, conducting or managing the business or
                           businesses of the Company or any matter or concern
                           whatsoever in which the Company now is or may from
                           time to time be or become or be about to become
                           interested or concerned with the same or more limited
                           powers than the Directors of the Company have and to
                           delegate such powers.

                  (40)     To amalgamate with any other company.

                  (41)     To enter into any arrangement for sharing profits,
                           union of interests, co-operation, joint venture,
                           reciprocal concessions or otherwise with any person
                           or company carrying on or engaged in or about to
                           carry on or engage in any business or transaction
                           capable of being conducted so as directly or
                           indirectly to benefit this Company to take or
                           otherwise acquire shares and securities of any such
                           company and to sell, hold, re-issue with or without
                           guarantee or otherwise deal with the same.

                                                             [CHOP APPEARS HERE]

                                     - 8 -


                  (42)     To cause the Company to be registered or recognized
                           in any foreign country or place.

                  (43)     To make donations for patriotic or for charitable
                           purposes.

                  (44)     To transact any lawful business in aid of Malaysia in
                           the prosecution of any war or hostilities in which
                           Malaysia is engaged.

                  (45)     Unless expressly excluded or modified herein or by
                           the Company's Articles of Association to exercise
                           each and every one of the powers set forth in the
                           Third Schedule to the Companies Act.

                  (46)     To do all or any of the above things in any part of
                           the world and either as principals, agents, trustees,
                           contractors, or otherwise and either alone or in
                           conjunction with others, and either by or through
                           local managers, agents, sub-contractors, trustees or
                           otherwise.

                  (47)     To do all such other things as are incidental or
                           conducive to the above objects or any of them.

                  And it is hereby declared that the word "company" in this
         clause except where used in reference to this Company shall wherever
         the context so permits be deemed to include any partnership or other
         body of persons whether incorporated or not, and whether domiciled in
         Malaysia or elsewhere.

Liability of members       4.       The liability of the members is limited.

Capital                    5.       The nominal capital of the Company is
                                    M$25,000/- divided into 25,000 ordinary
                                    shares of M$1/- each. The shares in the
                                    original or any increased capital may be
                                    divided into several classes and there may
                                    be attached thereto respectively any
                                    preferential deferred qualified or other
                                    special rights, privileges, conditions or
                                    restrictions as to dividend, capital, voting
                                    or otherwise.

                                                             [CHOP APPEARS HERE]

                                     - 9 -



         We, the several persons whose names, addresses an descriptions are
subscribed are desirous of being formed into a company in pursuance of this
Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the company set opposite our respective names.

- --------------------------------------------------------------------------------
                                                         Number of shares
         Names, Addresses and Descriptions                 taken by each
                  Of Shareholders                            Subscriber
- --------------------------------------------------------------------------------

RONALD KHOO TENG SWEE,

         6, Jalan Delima,  /s/ RONALD KHOO TENG SWEE             One

         Kuala Lumpur               Advocate & Solicitor        (One)

           (I. C. No: 1863474)

TRAVIS AUSTIN PURTLE,  /s/ TRAVIS AUSTIN PURTLE

         'SRI ADILIDA', LOT 1668

         MUKIM ULU KLANG                                          One

         KUALA LUMPUR      Company Executive                     (One)
           (I. C. No: 9528928)

- --------------------------------------------------------------------------------


Dated this 19th day of June, 1980


         Witness to the above signatures : -

                                                             /s/ JOHARI RAZAK
                                                                JOHARI RAZAK
                                                           Advocate & Solicitor,
                                                                 No. 2, Benteng,
                                                                    Kuala Lumpur

                                                             [CHOP APPEARS HERE]

                                     - 10 -


                             THE COMPANIES ACT, 1965

                                ----------------

                        PRIVATE COMPANY LIMITED BY SHARES
                                -----------------

                             ARTICLES OF ASSOCIATION
                                       OF

                 HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD.

                                    TABLE "A"

         1. The regulations in Table "A" in the Fourth Schedule to the Act shall
not apply to the Company except so far as the same are repeated or contained in
these Articles.

                                 INTERPRETATION

         2. In these Articles the words standing in the first column of the
Table hereinafter contained shall bear the meanings set opposite to them
respectively in the second column thereof, if not inconsistent with the subject
or context: -

                  WORDS                              MEANINGS

         The Act.......................     The Companies Act, 1965

         The Statutes .................     The Act and every other Act
                                            Or Ordinance being in force
                                            concerning Joint Stock
                                            Companies and affecting the
                                            Company.

         These Articles ...............     These Articles of Association
                                            or other regulations of the
                                            Company for the time being
                                            in force.

         The Office ...................     The Registered Office of the
                                            Company.

         The Seal .....................     The Common Seal of the
                                            Company.

         Month ........................     Calendar month


         In Writing ...................     Written, printed or lithographed
                                            or visibly expressed in all or any
                                            of these or and other modes of
                                            representing or reproducing words.

         The Directors, or                  The Directors for the time being
             The Board.................     of the Company as a body
                                            or a quorum of the Directors
                                            present at a Meeting of the
                                            Directors.

                                                             [CHOP APPEARS HERE]





         Member .......................     A member of the Company.

         Dividend .....................     Includes bonus.

                  And words importing the singular number only shall include the
         plural number and vice versa.

                  Words importing the masculine gender only shall include the
         feminine gender; and

                  Words importing persons shall include corporations.

                  Subject as aforesaid, any words or expressions defined in the
         Statutes shall bear the same meaning in these Articles.

                                 PRIVATE COMPANY

         3. The Company is a Private Company, and accordingly (a) no invitation
shall be issued to the public to subscribe for any shares or debentures of the
Company; (b) the number of the member of the Company (not including persons who
are in the employment of the Company, and persons who, having been formerly in
the employment of the Company, were while in that employment and have continued
after the determination of that employment to be, members of the Company) shall
be limited to fifty, provided that where two or more persons hold one or more
shares in the Company jointly they shall, for the purposes of this Article, be
treated as a single member; (c) the right to transfer the share of the Company
shall be restricted in manner hereinafter appearing; and (d) no invitation shall
be issued to the public to deposit money with the Company for fixed periods or
payable at call, whether bearing or not bearing interest.


                                    BUSINESS

         4. Any branch or kind of business which by the Memorandum of
Association of the Company or these Articles is either expressly or by
implication authorized to be undertaken by the Company may be undertaken by the
Directors at such time or times as they shall think fit and further may be
suffered by them to be in abeyance whether such branch or kind of business may
have been actually commenced or not, so long as the Directors may deem it
expedient not to commence or proceed with such branch or kind of business.

         5. The office shall be at such place in Malaysia as the Directors shall
from time to time determine.

                                     SHARES

         6. The initial share capital of the Company is M$25,000/- divided into
25,000 ordinary shares of M$1/- each.

                                                             [CHOP APPEARS HERE]

                                     - 12 -


         7. The issued and allotment of shares in the capital of the Company
shall be under the control of the Directors and unless otherwise determined by
the Company by special resolution or otherwise agreed by the holders of all the
shares for the time being issued, all unissued shares shall before issue be
offered for subscription by the Directors in the following manner: -

                  a) To all members in proportion to their respective
shareholdings by notice in writing specifying the proportionate number of shares
each member is entitled to and limiting the time to twenty-eight (28) days
within which the offer if not accepted shall be deemed to be declined.

                  b) Any shares declined in the first offer shall be further
offered only to the members who have accepted the first offer in full, in
proportion to their respective share holdings before the first offer was made,
by notice in writing specifying the proportionate number of shares each such
member is entitled to and limiting the time to fourteen (14) days within which
the offer if not accepted shall be deemed to be declined.

                  c) Subject as aforesaid, all unissued shares shall be at the
disposal of the Directors and they may allot, grant options over or otherwise
deal with or dispose of the same to such persons, at such times, and generally
on such terms as they think proper, but so that no shares shall be issued at a
discount except in accordance with Section 59 of the Act.

         8. The Company may pay a commission to any person in consideration of
his subscribing, or agreeing to subscribe, whether absolutely or conditionally,
or procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the Capital of the Company, but such commission
shall not exceed 10 per cent of the price at which the shares are issued or an
amount equivalent thereto. Any such commission may be paid in whole or in part
in cash or fully or partly paid shares of the Company at par as may be arranged,
and the Company may, in addition to, or in lieu of, such commission, in
consideration of any person so subscribing or agreeing to subscribe, or of his
procuring or agreeing to procure subscriptions, whether absolute or conditional,
for any shares in the Company, confer on any such person an option to call
within a specified time a specified number or amount of shares in the Company at
a specified price not being less than par. The payment or agreement to pay a
commission or the conferring of an option shall be in the discretion of the
Directors on behalf of the Company. The requirements of Section 54, 58 and 165
of the Act shall be observed, so far as applicable.

                                                             [CHOP APPEARS HERE]

                                     - 13 -


         9. No part of the funds of the Company shall, directly or indirectly,
be employed in the purchase of or subscription for or loans upon the security of
any shares in the Company. The Company shall not give any financial assistance
for the purpose of or in connection with the purchase of or subscription for any
shares in the Company or its holding company, if any. Nothing in this Article
shall prohibit transactions mentioned in Section 67 (2) of the Act.

         10. Where any shares are issued for the purpose of raising money to
defray the expenses of the construction of any works or buildings, or the
provisions of any plant which cannot be made profitable for a lengthened period,
the Company may pay interest on so much of the Share Capital as is for the time
being paid up for the period and subject to the conditions and restrictions
mentioned in Section 69 of the Act and may charge the same to capital as part of
the cost of the construction of the works or buildings or the provision of the
plant.

         11. Except as required by law no person shall be recognized by the
Company as holding any share upon any trust, and the Company shall not be bound
in any way to recognize (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any interest in any
fractional part of a share, or (except only as by these Articles or by law
otherwise provided) any other right in respect of any share, except an absolute
right to the entirety thereof in the registered holder.

                               SHARE CERTIFICATES

         12. Every member shall be entitled without payment to receive within
two months after allotment or within one month after lodgment of transfer (or
within such period as the conditions of issue shall provide) one certificate in
respect of each class of shares held by him for all his shares of that class or
several certificates each for one or more of his shares of that class upon
payment of $1/- (or such less sum as the Directors shall from time to time
determine) for every certificate after the first. Provided that (i) the Company
shall not be bound to issue more than one certificate in respect of a share held
jointly by several persons and delivery thereof to one of several joint holders
shall be sufficient delivery to all such holders and (ii) a Member who has
transferred part of his shares comprised in a share certificate shall be
entitled to receive without payment and within one month after the lodgment of
the transfer of the shares transferred a certificate in respect of the shares
not transferred.

                                                             [CHOP APPEARS HERE]

                                     - 14 -


         13. Every certificate for shares or debentures or representing any
other form of security shall be under the Seal and shall bear the autographic
signatures of one Director and of the Secretary. Every Certificate for shares
shall specify the number and class of shares to which it relates and the amount
paid up thereon.

         14. If any such certificate shall be worn out, defaced, destroyed or
lost it may be renewed on such evidence being produced as the Directors shall
require and in the case of wearing out or defacement on delivery up of the old
certificate and in the case of destruction or loss or execution of such
indemnify (if any) and in either case on payment of such sum not exceeding one
dollar as the Directors may from time to time require. In the case of
destruction or loss the Member to whom such renewed certificate is given shall
also bear the loss and pay to the Company all expenses incidental to the
investigations by the Company of the evidence of such destruction or loss and to
such indemnity.

         15. No shareholder shall be entitled to receive any dividend or to be
present or vote at any Meeting or upon a poll, or to exercise any privilege as a
Member until he shall have paid all calls for the time being due and payable on
every share held by him, whether alone or jointly with any other person,
together with interest and expenses (if any).


                                JOINT HOLDERS OF SHARES

         16. Where two or more persons are registered as the holders of any
share, they shall be deemed to hold the same tenants with benefit of
survivorship subject to the following provisions: -

                  a)       The Company shall not be bound to register more than
                           four persons as the holders of any share.

                  b)       The joint holders of a share be liable severally as
                           well as jointly in respect of all payments which
                           ought to be made in respect of such share.

                  c)       On the death of any one of such joint holders the
                           survivors or survivor shall be the only person or
                           persons recognized by the Company as having any title
                           to such share but the Directors may require such
                           evidence of death as they may deem fit.


                                                             [CHOP APPEARS HERE]

                                     - 15 -

                  d)       Any one of such joint holders may give effectual
                           receipts for any dividend payable to such joint
                           holders.

                  e)       Only the person whose name stands first in the
                           Register as one of the joint holders of any share
                           shall be entitled to delivery of the certificate
                           relating to such share or to receive notices from the
                           Company and any notice given to such persons shall be
                           deemed notice to all the joint holders.


                                 LIEN OF SHARES

         17. The Company shall have a first and paramount lien and charges on
all the shares not fully paid up registered in the name of a Member (whether
solely or jointly with others) for all moneys due to the Company from him or his
estate either alone or jointly with any other person, whether a Member or not,
and whether such moneys are presently payable or not. The Company's lien (if
any) on a share shall extend to all dividends payable thereon.

         18. For the purpose of enforcing such lien the Directors may sell all
or any of the shares subject thereto in such manner as they think fit, but no
sale shall be made until such time as the moneys are presently payable and until
a Notice in writing stating the amount due and demanding payment and giving
notice of intention to sell in default shall have been served in such a manner
as the Directors shall think fit on such Member or the person (if any) entitled
by transmission to the shares, and default in payment shall have been made by
him or them for seven days after the date of such notice.

         19. The net proceeds of any such sale shall be applied in or towards
satisfaction of the amount due and the residue (if any) shall be paid to the
Members of the person (if any) entitled by transmission to the shares provided
always that the Company shall be entitled to a lien upon such residue in respect
of any money due to the Company but not presently payable like to that which it
had upon the shares immediately before the sale thereof.

         20. To give effect to any such sale the Directors may authorize some
person to transfer the shares sold to the purchaser and the Directors may enter
the purchaser's name in the Register as holder of the shares and the purchaser
shall not be bound to see to the regularity or validity of or be affected by any
irregularity or invalidity in the proceedings or be bound to see to the
application of the purchase money and after his name has been entered in the
Register the validity of the sale shall not be impeached by any person and the
remedy of any person aggrieved by the sale be in damages only and against the
Company exclusively.

                                                             [CHOP APPEARS HERE]

                                     - 16 -


                                 CALLS OF SHARES

         21. The Directors may from time to time make calls upon the members in
respect of any moneys unpaid on their shares or on any class of their shares
(whether on account of the nominal value of the shares or by way of premium) and
not by the conditions of allotment thereof made payable at fixed times: and each
member shall (subject to his having been given at least fourteen days' notice
specifying the time or times and place of payment) pay to the company at the
time or times and place so specified the amount called on his shares. A call may
be made payable by installments. A call may be revoked or postpones as the
Directors may determine. A call shall be deemed to have been made at the time
when the resolution of the Directors authorizing the call was passed.

         22. The joint holders of a share shall be jointly and severally liable
to pay all calls in respect thereof.

         23. If before or on the day appointed for payment thereof a call
payable in respect of a share is not paid, the person from whom the amount of
the call is due shall pay interest on such amount at the rate of 5 per cent per
annum from the day appointed for payment thereof to the time of actual payment,
and shall also pay all costs, charges and expenses which the company may have
incurred or become liable for in order to procure payment of or in consequence
of the non-payment of such call or installment but the Directors shall be at
liberty to waive payment of interest, costs, charges and expenses wholly or in
part.

         24. Any sum which by the terms of allotment of a share is made payable
upon issue of at any fixed date whether on account of the nominal value of the
share or by way of premium and any installment of a call for all purposes of
these Articles be deemed to be a call duly made and payable on the date fixed
for payment and in the case of non-payment the provisions of these Articles as
to payment of interest and expenses, forfeiture and the like and all other
relevant provisions of the Statutes or of these Articles shall apply as if such
sum were a call duly made and notified as hereby provided.

         25. The Directors may from time to time make arrangements on the issue
of shares for a difference between the holders of such shares in the amount of
call to be paid and in the time of payment of such calls.


                                                             [CHOP APPEARS HERE]

                                     - 17 -



         26. The Directors may if they think fit receive from any shareholder
willing to advance the same all or any part of the moneys due upon his shares
beyond the sums actually called up thereon and upon all or any of the moneys so
advanced the Directors may (until the same would but for such advance become
presently payable) pay or allow such interest as may be agreed upon between them
and such shareholder in addition to the dividend payable upon such part of the
share in respect of which such advance has been made as is actually called up.
Except in liquidation, sums paid in advance of calls shall not, until the same
would but for such advance have become payable, be treated as paid up on the
shares in respect of which they have been paid.

                               TRANSFER OF SHARES

         27. Subject to the restrictions of these Articles, any Member may
transfer all or any of his shares but every transfer must be in writing in the
form approved by the Stock Exchange of Malaysia and Singapore and must be left
at the office accompanied by the certificate of the shares to be transferred and
such other evidence (if any) as the Directors may require to prove the title of
the intending transferor.

         28. The instrument of transfer of a share shall be signed both by the
transferor and the transferee, and the transferor shall be deemed to remain the
holder of the share until the name of the transferee is entered in the Register
of Members in respect thereof.

         29. No share shall in any circumstances be transferred to any infant,
bankrupt or person of unsound mind. An instrument of transfer must be in respect
of only one class of shares.

         30. The Company shall provide a book to be called "Register of
Transfers" which shall be kept by the Secretary under the control of the
Directors, and in which shall be entered the particulars of every transfer or
transmission of every share.

         31. The Directors may, in their discretion and without assigning any
reason therefore, refuse to register the transfer of any share, whether or not
it is a fully paid share, and whether or not the Company claims lien on the
same.

         32. If the Directors refuse to register a transfer they shall within
one month after the date on which the transfer was lodged with the Company, send
to the transferee notice of the refusal.

         33. All instruments of transfer that shall be registered be retained by
the Company.

                                                             [CHOP APPEARS HERE]



                                     - 18 -


         34. Any instrument of transfer that the Directors may decline to
register shall be returned to the person who tendered the same for registration,
unless the Directors suspect fraud.

         35. Such use, not exceeding One dollar for each transfer, as the
Directors may from time to time determine, may be charged for registration of a
transfer.

         36. The register of transfer may be closed during the fourteen days
immediately preceeding every Annual General Meeting of the Company, and at such
other times (if any) and for such period as the Directors may from time to time
determine, provided always that it shall not be closed for more than thirty days
in any years.

                             TRANSMISSION OF SHARES

         37. In the case of the death of a member, the survivors or survivor,
where the deceased was a joint holder, and the executors or administrators of
the deceased, where he was a sole or only surviving holder, shall be the only
persons recognized by the Company as having any title to his shares, but nothing
herein contained shall release the estate of a deceased joint holder from any
liability in respect of any share jointly held by him.

         38. Any person becoming entitled to a share in consequence of the death
or bankruptcy of any member may, upon producing such evidence or title as the
Directors shall require, be registered himself as holder of the share, or,
subject to the provisions as to transfers herein contained, transfer the same to
some other person.

         39. A person entitled to a share by transmission shall be entitled to
receive, and may give a discharge for any dividends or other moneys payable in
respect of the share, but he shall not be entitled in respect of it to receive
notices or, or to attend or vote at meetings of the Company, or, save as
aforesaid, to exercise any of the rights or privileges of a member, unless and
until he shall become a member in respect of the share.

                              FORFEITURE OF SHARES

         40. (1) If Member fails to pay the whole or any part of any call or
installment of a call on the day appointed for payment thereof, the Directors
may, at any time thereafter during such time as any part of the call or
installment remains unpaid, serve a notice on him requiring payment of so much
of the call or installment as is unpaid, together with any interest and expenses
which may have accrued by reason of such non-payment.

                                                             [CHOP APPEARS HERE]


                                     - 19 -


                  (2) The notice shall name a further day (not earlier than the
expiration of fourteen days from the date of service of the notice) on or before
which the payment required by the notice is to be made. It shall also name the
place where payment is to be made and shall state that, in the event of
non-payment at or before the time appointed, the shares in respect of which the
call was made will be liable to be forfeited.

         41. If the requirements of any such notice as aforesaid are not
complied with any share in respect of which the notice has been given may at any
time thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Directors to that effect.

         42. A forfeiture of shares shall include all dividends in respect of
the shares not actually paid before the forfeiture notwithstanding that they
have been declared.

         43. A forfeited share may be sold or otherwise disposed of on such
terms and in such manner as the Directors think fit and at any time before a
sale or disposition the forfeiture may be cancelled on such terms as the
Directors think fit.

         44. The Company may receive the consideration, if any, given for the
share on any sale or disposition thereof and may execute a transfer of the share
in favour of the person to whom the share is sold or disposed and he shall
thereupon be registered as the holder of the share and shall not be bound to see
to the application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the share.

         45. A person whose shares have been forfeited shall cease to be a
member in respect of the forfeited shares, but shall, notwithstanding, remain
liable to pay to the Company all moneys which at the date of forfeiture were
payable by him to the Company in respect of the shares; but his liability shall
cease if and when the Company shall have received payment in full of all such
moneys in respect of the shares.

                                                             [CHOP APPEARS HERE]


                                     - 20 -


         46. Notice of any forfeiture shall be given to the holder of the share
forfeited or to the person entitled by transmission to the share forfeited as
the case may be. An entry of the forfeiture with the date thereof shall be made
in the Register of Members opposite to the share. The provisions of this Article
are directory only, and no forfeiture shall be in any manner invalidated by any
omission or give such notice or to make such entry as aforesaid.

         47. A statutory declaration in writing that the declarant is the
Director or the Secretary of the Company and that a share in the Company has
been duly forfeited on a date stated in the declaration shall be conclusive
evidence of the facts therein stated as against all persons claiming to be
entitled to the shares.

                         CONVERSION OF SHARES INTO STOCK

         48. The Company in General Meeting may convert any paid-up shares into
stock and may from time to time reconvert such stock into paid-up shares of any
denomination.

         49. When any shares have been converted into stock the several holders
of such stock may transfer their respective interests therein or any part of
such interests in such manner as the Company in General Meeting shall direct,
but in default of any such direction then in the same manner and subject to the
same regulations as and subject to which the shares from which the stock arose
might previously to conversion have been transferred or as near thereto as
circumstances will admit. But the Directors may if they think fit from time to
time fix the minimum amount of stock transferable; provided that such minimum
shall not exceed the nominal amount of the shares from which the stock arose.

         50. The several holders of stock shall be entitled to participate in
the dividends and profits of the company according to the amount of their
respective interests in such stock and such interests shall, in proportion to
the amount thereof, confer on the holders thereof respectively the same
privileges and advantages for the purposes of voting at meetings of the Company
and for other purposes as if they held the shares from which the stock arose,
but so that none of such privileges or advantages, except the participation in
the dividends, profits and assets of the company, shall be conferred by any such
aliquot part of consolidated stock as would not, if existing in shares, have
conferred such privileges or advantages.

                                                             [CHOP APPEARS HERE]



                                     - 21 -


         51. All such provisions of the Articles as are applicable to paid up
shares shall apply to stock and in all such provisions the word "shares" and
"shareholder" shall include "stock" and "stockholder".

                               INCREASE OF CAPITAL

         52. The Company may from time to time by Ordinary Resolution, whether
all the shares for the time being authorized shall have been issued or all the
shares for the time being issued shall have been fully called up or not increase
its capital by the creation and issue of new shares, such aggregate increase to
be of such amount and to be divided into shares of such respective amounts as
the Company by the resolution authorizing such increase directs. The new shares
shall be upon such terms and conditions and with such rights and privileges
annexed thereto as the General Meeting resolving upon the creation thereof shall
direct, and if no direction by given as the Directors shall determine, and in
particular, such new shares may be issued with a preferential or qualified right
to dividends and in the distribution of the assets of the Company and with a
special or restricted right of voting.

         53. Subject to the other provisions of these Articles any shares
created by any increase in capital as aforesaid shall be at the disposal of the
Directors who may allot, grant options over or otherwise dispose of them to such
persons, at such times and for such consideration and upon such terms and
conditions as the Directors may determine.

         54. Subject to any directions, that may be given in accordance with the
powers contained the Memorandum of Association or these Articles, any capital
raised by the creation of new shares shall be considered as part of the original
capital and as consisting of ordinary shares and shall be subject to the same
provisions with reference to the payment of calls, transfer, transmission,
forfeiture, lien and otherwise as if it has been part of the original capital.

                             ALTERATIONS OF CAPITAL

         55.     (1) The Company may by Ordinary Resolution:

                 (a)      consolidate and divide its capital into shares of
                          larger amount than its existing shares; or

                                                             [CHOP APPEARS HERE]


                                     - 22 -


                  (b)      cancel any shares which at the date of the passing of
                           the resolution have not been taken or agreed to be
                           taken by any person and diminish the amount of its
                           share capital by the amount of the shares so
                           cancelled; or

                  (c)      by subdivision of its existing shares or any of them
                           divide its capital or any part thereof into shares of
                           smaller amount than is fixed by its Memorandum of
                           Association and so that as between the holders of the
                           resulting shares one or more of such shares may by
                           the resolution by which the subdivision is effected
                           be given any preference or advantage as regards
                           dividend, capital, voting or otherwise over the
                           others or any other of such shares; or

                  (d)      And may be special resolution reduce its share
                           capital, any capital redemption reserve fund or any
                           share premium account in any manner and with and
                           subject to any incident authorized and consent
                           required by law.

                  (2) Anything done in pursuance of this Article shall be done
in manner provided and subject to any conditions imposed by the Statutes or so
far as they shall not be applicable in accordance with the terms of the
resolution authorizing the same or, so far as such resolution shall not be
applicable, in such manner as the Directors deem most expedient.

                          MODIFICATION OF CLASS RIGHTS

         56. Subject to the provisions of Section 65 of the Act, all or any of
the special rights or privileges attached to any class of shares in the Capital
of the Company for the time being may, at any time, as well before as during
liquidation, be modified, varied, altered or abrogated, either with the consent
in writing of the holders of not less than three-fourths of the issued shares of
the class, or with the sanction of Special Resolution passed at a separate
General Meeting of the holders of shares of the class, and all the provisions
contained in these Articles relating to General Meetings shall mutatis mutandis
apply to every such meeting, but so that the quorum thereof shall be not less
than two persons personally

                                                             [CHOP APPEARS HERE]

                                     - 23 -


present and holding or representing by proxy one-quarter of the issued shares of
the class, and that any holder of shares of the class present in person or by
proxy, shall on a poll be entitled to one vote for each share of the class held
by him, and if at any adjourned meeting or such holders such quorum as afore
said is not present, any two holders of shares of the class who are personally
present shall be a quorum. The Director shall comply with the provisions of
Section 154 of the Act as to forwarding a copy of any such Consent or Resolution
to the Registrar of Companies.

                                GENERAL MEETINGS


         57. The Company shall in each calendar year hold a General Meeting as
its Annual General Meeting as its Annual General in addition to any other
meetings in that year and shall specify the meeting as such in the notices
calling it. Not more than fifteen months shall elapse between the date of one
Annual General Meeting and that of the next. The Annual General Meeting shall be
held at such time and place as the Directors shall appoint.

         58. All General Meetings other than Annual General Meetings shall be
called Extraordinary General Meetings.

         59. The Directors may whenever they think fit convene an Extraordinary
General Meeting and an Extraordinary General Meeting shall also be convened on
such requisition or in default may be convened by such requisitionist as
provided for by Section 144 of the Act. If at any time there are not within
Malaysia sufficient Directors capable of action to form a quorum at a meeting of
Directors any Director or any two Members may convene an Extraordinary General
Meeting in the same manner as nearly as possible as that in which such a meeting
may be convened by the Directors.

         60. The time and place of any meeting shall be determined by the
convenors of the meeting.

                           NOTICE OF GENERAL MEETINGS

         61. An Annual General Meeting and a meeting called for the passing of a
special resolution shall be called by twenty-one days' notice in writing at the
least. Any other meeting of the Company shall be called by fourteen days' notice
in writing at the least.

                                                             [CHOP APPEARS HERE]



                                     - 24 -


         Provided that a meeting of the Company shall, notwithstanding that it
is called by shorter notice than that specified in this Article, be deemed to
have been duly called if it is so agreed by the all the members having the right
to attend and vote at the meeting.

         62. The notice shall be exclusive of the day on which it is served or
deemed to be served and of the day for which it is given and shall specify the
place, the day and the hour of meeting and in case of special business the
general nature of the business.

         63. The notice convening a meeting to consider a special resolution
shall specify the intention to propose the resolution as a special resolution.

         64. In every notice calling a meeting they shall appear with reasonable
prominence a statement that a Member entitled to attend and vote is entitled to
appoint one or more proxies to attend and vote instead of him.

         65.      (1) Notice of every General Meeting shall be given in any
manner authorised by these Articles to :-

                  (a)      every Member holding shares conferring the right to
                           attend and vote at the meeting who at the time of the
                           convening of the meeting shall have paid all calls or
                           other sums presently payable by him in respect of
                           shares in the Company; and

                  (b)      the auditors of the Company.


                  (2)      No other person shall be entitled to receive notices
of General Meetings; provided that if the meeting be called for the alteration
of the Company's objects, the provisions of Section 28 of the Act regarding
notices to debenture holders shall be complied with.


         66. The accidental omission to give notice of a meeting to or the
non-receipt of notice of a meeting by any person entitled to receive notice
shall not invalidate the proceedings at the meeting.


                         PROCEEDINGS AT GENERAL MEETINGS

         67. All business shall be deemed special that is transacted at an
Extraordinary General Meeting and also all that is transacted at an Annual
General Meeting with the exception of the consideration of the accounts, balance
sheets and reports (if any) of the Directors and Auditors,


                                                             [CHOP APPEARS HERE]



                                     - 25 -


the fixing of the remuneration of Directors, the election of Directors in the
place of those retiring by rotation, the declaration of dividends and the
appointment of and the fixing of the remuneration of the Auditors.

         68. Two members present in person or by proxy shall be a quorum for a
General Meeting and no business shall be presented at any General Meeting unless
the quorum requisite is present at the commencement of the business. A
corporation being a member shall be deemed to be personally present if
represented in accordance with the provisions of Article 83.

         69. If within half an hour from the time appointed for the holding of a
General Meeting a quorum is not present, the meeting if convened on the
requisition of Members shall be dissolved. In any other case it shall stand
adjourned to the same day in the next week at the same time and place and if at
such adjourned meeting a quorum is not present within fifteen minutes from the
time appointed for holding the meeting, them Members present shall be a quorum.

         70. The Chairman (if any) of the Board of Directors shall preside as
Chairman at every General Meeting, but if there be no such Chairman, or it at
any meeting he shall be not be present within fifteen minutes after the time
appointed for holding the same, or shall be unwilling to act as Chairman, the
members present shall choose some Director, or if no Director be present, or is
all the Directors present decline to take the chair one of themselves to be
Chairman of the meetings.

         71. The Chairman of the meeting may, with the consent of any meeting at
which a quorum is present, and shall, if so directed by the meeting, adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place. When a meeting is adjourned
fro thirty-day or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid it shall not be necessary to give
notice of an adjournment or of the business to be transacted at an adjourned
meeting

         72. At every General Meeting a Resolution put to the vote of the
meeting shall be decided on a show of hands by the members present in person and
entitled to vote, unless before or upon the declaration of the result of the
show of hands a poll be demanded by the Chairman of

                                                             [CHOP APPEARS HERE]

                                     - 26 -


the meeting or by any member present in person or by proxy, and entitled to
vote. Unless a poll be so demanded, a declaration by the Chairman of the meeting
that a Resolution has been carried, or has been carried by a particular
majority, or lost, or not carried by a particular majority, shall be conclusive,
and an entry to that effect in the book of proceedings of the Company shall be
conclusive evidence thereof, without proof of the number or proportion of the
votes recorded in favour of or against such Resolution.

         73. In the case of an equality of votes whether on a show of hands or
on a poll as aforesaid, the Chairman shall be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a member.

         74. If a poll is demanded as aforesaid it shall be taken in such manner
and at such time and place as the Chairman of the meeting directs and either at
once or after an interval or adjournment or otherwise and the result of the poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded. The demand for a poll may be withdrawn. In case of any dispute as to
the admission or rejection of a vote the Chairman shall determine the same and
such determination made in good faith shall be final and conclusive.

         75. The demand of a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which a poll has
been demanded.

         76. No poll shall be demanded on the election of a Chairman of a
meeting and a poll demanded on a question of adjournment shall be taken at the
meeting and without adjournment.

         77. If at any General Meeting any votes shall be counted which ought
not to have been counted or might have been rejected, the errors shall not
vitiate the result of the voting unless it be pointed out at the same meeting,
and be of sufficient magnitude to vitiate the result of the voting.

                                VOTES OF MEMBERS

         78. Subject to any special right or restriction for the time being
attaching to any special class of shares in the capital of the Company, every
Member shall have one vote for every share held by him.

                                                             [CHOP APPEARS HERE]



                                     - 27 -


         79. If any Member be a lunatic, idiot or non compos mentis he may vote
by his committee, curator bonis, or other legal curator and such last mentioned
persons may give their votes by proxy but no person claiming to vote pursuant to
his Article shall do so unless such evidence as the Directors may require of his
authority shall have been deposited at the office not less than forty-eight
hours before the time for holding the meeting at which he wishes to vote.

         80. If two or more persons are jointly entitled to a share then, in
voting upon any question, the vote of a senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other
registered holders of the share and for this purpose seniority shall be
determined by the order in which the names stand in the Register of Members.

         81. Save as herein expressly provided, no other person other than a
Member duly registered and who shall have paid everything for the time being due
from him and payable to the Company in respect of his shares shall be entitled
to be present or to vote on any question, either personally or by proxy at any
General Meeting.

         82. Votes may be given either personally or by proxy attorney or
representative. A proxy need not be a Member of the Company.

         83. Any corporation which is a Member of this Company may, by
resolution of its directors, authorize any person to act as its representative
at any meeting of this Company; and such representative shall be entitled to
exercise the same powers on behalf of the Company which he represents as if he
had been an individual shareholder.

         84. An instrument appointing a proxy shall be in any usual or common
form or in any other form that the Directors shall approve.

         85.      (1) The instrument appointing a proxy shall be in writing
under the hand of the appointor or of his attorney duly authorized in writing
or, if the appointor is a corporation, either under seal or in some other manner
approved by the Directors.

                                                             [CHOP APPEARS HERE]



                                     - 28 -


                  (2) An instrument appointing a proxy executed in Malaysia or
the Republic of Singapore need not be witnessed. The signature to an instrument
appointing a proxy executed outside the Republic of Singapore and Malaysia shall
be attested by a Solicitor, Notary Public, Counsel or Magistrate but the
Directors may from time to time waive or modify this requirement either
generally or in a particular case or cases.

         86. The instrument appointing a proxy and the power of attorney or
other authority, if any, under which it is signed or a notarially certified copy
of such power or authority shall be deposited at the Office or at such other
place within Malaysia as is specified for that purpose in the notice convening
the meeting at least forty-eight hours before the time appointed for holding the
meeting or adjourned meeting as the case may be; otherwise the person so named
shall not be entitled to vote in respect thereof.

         87. The instrument appointing a proxy shall be deemed to confer
authority generally to act at the meeting for the member given the proxy.

         88. Unless otherwise directed by the Chairman, a vote given in
accordance with the terms of any instrument of proxy shall be treated as valid
notwithstanding the previous death or insanity of the principal or revocation of
the proxy or of the authority under which the proxy was executed or the transfer
of the share in respect of which the proxy is given provided that no intimation
in writing of such death, insanity, revocation or transfer as aforesaid shall
have been received by the Company at the Office before the commencement of the
meeting or adjourned meeting at which the proxy is used.

                                    DIRECTORS

         89.      (1) Until otherwise determined by a General Meeting the number
of Directors shall not be less than two.

                  (2) The first Directors shall be RONALD KHOO TENG SWEE and
TRAVIS AUSTIN PURTLE.

         90. The Company may from time to time by special resolution increase or
decrease the maximum and the minimum number of the Directors, but the minimum
number of Directors shall not be less than two.

         91. A Director need not be a member of the Company, but shall be
entitled to receive notice of and to attend all General Meetings of the Company.

                                                             [CHOP APPEARS HERE]



                                     - 29 -


         92. The Directors may, at any time, and from time to time, appoint any
person to be a Director, either to fill a casual vacancy, or by way of addition
to their number, provided that the number of Directors shall not at any time
exceed maximum number fixed by, or in accordance with, these Articles.

         93.      (1) A Director who is in any way whether directly or
indirectly interested in a contract or proposed contract with the Company shall
declare the nature of his interest at a meeting of the Directors in accordance
with Section 131 of the Act.

                  (2) A Director shall not vote in respect of any contract or
arrangement in which he is interested and if he shall do son in his vote shall
not be counted nor save as provided by paragraph (4) this Article shall he be
counted in the quorum present at the meeting, but either or these prohibitions
shall apply to:-

                  (a)      any arrangement for giving any Director any security
                           or indemnity in respect of money lent by him to or
                           obligations undertaken by him for the benefit of the
                           Company; or

                  (b)      to any arrangements for the giving by the Company of
                           any security to a third party in respect of a debt or
                           obligation of the Company for which the Director
                           himself has assumed responsibility in whole or in
                           part under a guarantee or indemnity or by the deposit
                           of security; or

                  (c)      any contract of a Director to subscribe for or
                           underwrite shares or debentures of the Company; or

                  (d)      any contract or arrangement with any other Company in
                           which he is interested only as a Director or an
                           officer of the Company or as a holder of shares or
                           other securities; and these prohibitions may at any
                           time be suspended or relaxed to any extent and either
                           generally or in respect of any particular contract
                           arrangement or transaction by the Company by ordinary
                           resolution.

                                                             [CHOP APPEARS HERE]

                                     - 30 -



                  (3) A Director may hold any other office or place of profit
under the Company (other than the office of auditor) in conjunction with his
office of Director for such period and on such terms (as to remuneration and
otherwise) as the Directors may determine. No Director or intending Director
shall be disqualified by his office from contracting with the Company either
with regard to his tenure of any such other office or place of profit or as a
Vendor, purchaser or otherwise. No such contract and no contract or arrangement
entered into by or on behalf of the Company in which any Director is in any way
interested shall be liable to be avoided nor shall any Director so contracting
or being so interested be liable to account to the Company for any profit
realized by any such contract or arrangement by reason of such Director holding
that office or of the fiduciary relationship thereby established.

                  (4) A Director notwithstanding his interest may be counted in
the quorum present at any meeting whereat he or any other Director is appointed
to hold any such office or place of profit under the Company or whereat the
terms of any such appointment are arranged and he may vote on any such
appointment or arrangement other than his own appointment or the arrangement of
the terms thereof.

                  (5) A Director of the Company may with the consent of the
Board be or become a Director or other officer of or otherwise interested in any
Company promoted by the Company or in which the Company may be interested as a
shareholder or otherwise and no such Director shall be accountable to the
Company for any remuneration or other benefits received by him as a Director or
officer of or from his interests in such Company unless the Company otherwise
directs.

         94. The Director shall keep Registers as required by Sections 134 and
141 of the Act.

         95. The remuneration of the Directors shall from time to time
determined by the Company in General Meeting.

         96. If any Director being willing shall be called upon to perform extra
services or to make any special exertions in going or residing abroad or
otherwise for any of the purposes of the Company the Company may remunerate the
Director so doing either by a fixed sum or by a percentage of profits or
otherwise (but no turnover) as may be determined by the Directors and such
remuneration may be either in addition to or in substitution for his or their
share in the remuneration above provided.

                                                             [CHOP APPEARS HERE]


                                     - 31 -


         97. The Company may by ordinary resolution of which notice has been
given to all members entitled to receive notices remove any Director from office
notwithstanding anything in these Articles or in any agreement between the
Company and such Director. Such removal shall be without prejudice to any claim
such Director may have for damages for breach of any contract of service between
him and the Company.

         98.      (1) The Company may by ordinary resolution appoint another
person in place of a Director removed from office under the immediately
preceding Article.

                  (2) Without prejudice to the powers of the Directors in his
behalf the Company may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director.

                               MANAGING DIRECTORS

         99. The Directors may from time to time appoint one or more of their
body to the Office of Managing Director for such period and on such terms as
they think fit and, subject to the terms of any agreement entered into in any
particular case, may revoke any such appointment. The appointment of a Managing
Director shall be automatically determined if he ceases from any cause to be a
Director.

         100. A Managing Director shall subject to the terms of any agreement
entered into in any particular case, receive such remuneration (whether by way
of salary, commission or participation in profit, or partly in one way and
partly in another) as the Directors may determine.

         101. The Directors may entrust to and confer upon a Managing Director
any of the powers exercisable by them upon such terms and conditions and with
such restrictions as they may think fit, and either collaterally with or to
exclusion of their own powers, and may from time to time revoke, withdraw,
alter, or vary all or any of those powers.

                                    SECRETARY

         102. The Secretary or Joint Secretaries shall be appointed by the
Directors for such term at such remuneration and upon such conditions as they
may think fit; and any Secretary or Joint Secretary so appointed may be removed
by them.

                                                             [CHOP APPEARS HERE]



                                     - 32 -


         103.     (1) A provision of the Act or these Articles requiring or
authorizing a thing to be done by or to a Director and the Secretary shall not
be satisfied by its being done by or to the same person acting as Director and
as or in place of the Secretary.

                  (2) A provision of the Act or these Articles requiring or
authorizing a thing to be done by or to the Secretary shall be satisfied by its
being done by or to one or more of the Joint Secretaries if any for the time
being appointed by the Directors.

                                    THE SEAL

         104. The Directors shall provide for the safe custody of the Seal which
shall only be used by the authority of the Directors or of a committee of the
Directors or of a committee of the Directors authorized by the Directors in that
behalf; and every instrument to which the Seal shall be affixed shall be signed
by one Director and shall be counter-signed by the Secretary or by a second
Director or by some other person appointed by the Directors for the purpose.


         105. The Company may exercise all the powers conferred by Section 35 of
the Act to have an official seal for use abroad an such official seal shall be
affixed by the authority and in the presence of and the instruments sealed
therewith shall be signed by such persons as the Directors shall from time to
time by writing under the Seal appoint.

                          POWER AND DUTIES OF DIRECTORS

         106.     (1) The business of the Company shall be managed by the
Directors who may exercise all such powers of the Company as are not by the Act
or by these Articles required to be exercised by the Company in General Meeting
subject nevertheless to the provisions of the Act and these Articles and to such
regulations being not inconsistent with the said provisions and Articles as may
be prescribed by the Company in General Meeting; but no regulations made by the
Company in General Meeting shall invalidate any prior act of the Directors which
would have been valid if that regulation had not been made.

                  (2) Without prejudice to the generality of the foregoing
sub-clause the Directors may on behalf of the Company pay a gratuity pension or
allowance to any employee or ex-employee, Director or former Director, or the
wife, widow or other dependant of an employee or ex-employee Director or former
Director in such manner and to such extent as the Directors shall think fit and
for

                                                             [CHOP APPEARS HERE]



                                     - 33 -


these purposes the Directors may if thought fit either alone or in conjunction
with any other persons constitute and contribute to a scheme or trust for the
purpose of providing any such gratuity pension or allowance and take out
policies of insurance and pay the premiums reserved thereby.

         107. The Directors may exercise all the powers of the Company to borrow
money and to mortgage or charge its undertaking, property and uncalled capital
or any part thereof and to issue debentures, debenture stock and other
securities whether outright or as a security for any debt, liability or
obligation of the Company or of any third party.

         108. The Directors may delegate any of their powers other than the
powers to borrow and make calls to Committees consisting of such Members of
their body as they think fit. Any Committee so formed shall in the exercise of
the power so delegated conform to any regulations that may from time to time be
imposed upon them by the Board.

         109. The Directors from time to time and at any time may establish any
local boards or agencies for managing any of the affairs of the Company either
in Malaysia or elsewhere and may appoint any persons to be members of such local
boards or any managers, inspectors or agents and may fix their remuneration and
may delegate to any local board, manager, inspector or agent any of the powers,
authorities and discretions vested in the Directors with powers to sub-delegate
and may authorize the members of any local board or any of them to fill any
vacancies therein and to act notwithstanding vacancies and any such appointment
or delegation may be made upon such terms and subject to such conditions as the
Directors may think fit and the Directors may remove any person so appointed and
may annul or vary such delegation, but no person dealing in good faith and
without notice of any such annulment or variation shall be affected thereby.
Every Director while present in the country or territory in which any such local
board or any committee thereof shall have been established shall be ex-officio a
member thereof and entitled to attend and vote at all meetings thereof held
while he is present in such country or territory.

                                                             [CHOP APPEARS HERE]


                                     - 34 -


         110. The Directors may, at any time, and from time to time, by power of
attorney under the Seal, appoint any person to be the attorney of the Company
for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these Articles),
and for such period and subject to such conditions as the Directors may from
time to time think fit, and such appointment may (if the Directors think fit) be
made in favor of the members or any of the members of any local board
established as aforesaid, or in favor of and body corporate or of the members,
directors, nominees or managers of any body corporate or unincorporated, or
otherwise in favor of any fluctuating body of persons, whether nominated
directly or indirectly by the Directors, and any such power of attorney may
contain such powers for the protection or convenience of persons dealing with
such attorney as the Directors may think fit.

         111. Any such delegate or attorney as aforesaid may be authorized by
Directors to sub-delegate all or any of the powers, authorities or discretions
for the time being vested in him.

         112. All cheques, promissory notes, drafts, bills of exchange and other
negotiable or transferable instruments in which the Company is in any way
concerned or interested and all receipts for moneys paid to the Company shall be
signed, drawn, accepted, endorsed or otherwise executed as the case may be in
such manner as the Directors shall from time to time by resolution determine.

         113. The Company may exercise the powers conferred upon the Company by
Section 164 of the Act with regard to the keeping of a Branch Register, and the
Directors may (subject to the provisions of that Section) make and vary such
regulations as they may think fit respecting the keeping of any such Register.

         114. The office of a Director shall be vacated:-

                  a)       If a receiving order is made against him or he makes
                           any arrangements or composition with his creditors.

                  b)       If he becomes of unsound mind.

                  c)       If he absents himself from the meetings of the
                           Directors during a continuous period of three months
                           without special leave of absence from the Board of
                           Directors and they pass a resolution that he has by
                           reason of such absence vacated office.

                                                             [CHOP APPEARS HERE]



                                     - 35 -


                  d)       If by the notice in writing to the Company he resigns
                           his office.

                  e)       If he is prohibited from being a Director by an order
                           made under Sections 125 or 130 of the Act.

                  f)       If he is removed from office pursuant to a resolution
                           passed under the provisions of Article 97.

                  g)       If he be requested in writing by a majority of the
                           other Directors for the time being to vacate office.

                  h)       If he ceases to be a Director by virtue of Section
                           124 of the Act.


                      POWER TO APPOINT ALTERNATE DIRECTORS

         115. A Director may with the approval of the other Directors appoint
any person to be an alternate Director and such appointment shall have effect
and such appointee whilst he holds office as an alternate Director shall be
entitled to notice of meetings of Directors and to attend and vote thereat
accordingly but he shall not be entitled to ordinary remunerations which shall
continue to be payable to his appointor as if no such appointment had been made.
As alternate Director he shall ipso facto vacate office if and when the
appointor vacates office as a Director or removes the appointee from office and
any appointment under this clause shall be effected by notice in writing under
the hand of the Director making the same.

                            PROCEEDINGS OF DIRECTORS

         116. The Directors or any Committee of Directors may meet together for
the dispatch of business, adjourn and otherwise regulate their meetings as they
think fit and determine the quorum necessary for the transaction of business.
Unless otherwise determined two shall be a quorum. Questions arising at any
meeting shall be decided by a majority of votes. In case of an equality of votes
the Chairman shall have a second or casting vote.

         117. A Director may, and on the request of a Director the Secretary
shall, at any time summon a meeting of the Directors by notice served upon the
several Members of the Board.


                                                             [CHOP APPEARS HERE]


                                     - 36 -


         118. The Directors or any Committee of the Directors may from time to
time elect a Chairman who shall preside at their meetings, but if no such
Chairman be elected or if at any meeting the Chairman be not present within five
minutes after the time appointed for holding the same a substitute for that
meeting shall be appointed by such meeting from among the Directors present.

         119. The continuing Directors may act notwithstanding any vacancy in
their body, but, if and so long as their number is reduced below the minimum
number fixed by or pursuant to these Articles, the continuing Directors or
Director may act for the purpose of appointing sufficient Directors to bring the
Board up to that number or of summoning a General Meeting of the Company
notwithstanding that there shall not be a quorum, but no other purpose.

         120. All acts bona fide done by any meeting of Directors or by
Committee of Directors or by any person acting as a director shall,
notwithstanding it be afterwards discovered that there was some defect in the
appointment of any such Director or person acting as aforesaid or that they or
any of them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.

         121. A resolution in writing signed by all of the Directors shall be as
valid and effectual as if it had been passed at a meeting of the Directors or of
a Committee of the Directors. Any such resolution may be contained in a single
document or may consist of several documents all in like form.

         122. The Directors shall cause proper minutes to be made in books to be
provided for the purpose of all appointments of offices made by the Directors,
of the proceedings of all meetings of Directors and Committees of Directors and
of the attendances thereat and of the proceedings of all meetings of the Company
and all business transacted, resolutions passed and orders made at such meetings
and any such minute of any meeting, if purporting to be signed by the Chairman
of such meeting or by the Chairman of the next succeeding meeting of the Company
or Directors of Committee as the case may be, shall be sufficient evidence
without any further proof of the facts therein stated.

         123. Subject to the Act any resolution passed by the Directors notice
whereof shall be given to the members in the manner in which notices are herein
directed to be given and


                                                             [CHOP APPEARS HERE]


                                     - 37 -


which shall within one month after it shall have been so passed be ratified and
confirmed in writing by members entitled to three-fourths of the votes shall be
as valid and effectual as a resolution of a General Meeting but this clause
shall not apply to a resolution for winding up the Company or to a resolution
passed in respect of any matter which by the Act or these presents ought to be
dealt with by a special or extraordinary resolution.

         124. Notice of every Directors' meeting shall be sent to each Director
and/or alternate Director.

                              DIVIDENDS AND RESERVE

         125. Subject to any rights or privileges for the time being attached to
any shares in the capital of the Company having preferential, deferred or other
special rights in regard to dividends, the profits of the Company which it shall
from time to time be determined to distribute by way of dividend shall be
applied in payment of dividends upon the shares of the Company in proportion to
the amounts paid up thereon respectively otherwise than in advance of calls.

         126. The Directors may before recommending any dividend set aside out
of the profits of the Company such sums as they think proper as a reserve fund
which shall at the discretion of the Directors be applicable for meeting
contingencies, for the gradual liquidation of any debt or liability of the
Company or for repairing or maintaining any works connected with the business of
the Company or shall be as to the whole or in part applicable for special
dividends or for equalizing dividends or for distribution by way of special
dividend or bonus on such terms and in such manner as the Directors shall from
time to time determine and the Directors may divide the reserve fund into
separate funds for special purposes and may invest the sums from time to time
carried to the credit of such fund or funds upon such securities (other than the
share of the Company) as they may select.

         127. The Directors may, with the sanction of a General Meeting, from
time to time declare dividends, but no such dividend shall (except as by the
Statutes expressly authorized) be payable otherwise than out of the profits of
the Company.

                                                             [CHOP APPEARS HERE]



                                     - 38 -


No higher dividend shall be paid than is recommended by the Directors and a
declaration by the Directors as to the amount of the profits at any time
available for dividends shall be conclusive. The Directors may, if they think
fit, and if in their opinion the position of the Company justifies such payment,
without any such sanction as aforesaid, from time to time declare and pay an
interim dividend, or pay any preferential dividends on shares issued upon the
terms that the preferential dividends thereon shall be payable on fixed dates.

         128. With the sanction of a General Meeting, dividends may be paid
wholly or in part in specie, and may be satisfied in whole or in part by the
distribution amongst the members in accordance with their rights of fully paid
shares, stock or debentures of any other Company, or of any other property
suitable for distribution as aforesaid. The Directors shall have full liberty to
make all such valuations, adjustments and arrangements, and to issue all such
certificates or documents of title as may in their opinion be necessary or
expedient with a view to facilitating the equitable distribution amongst the
members of the dividends or portions dividends to be satisfied or to give them
the benefit of their proper shares and interests in the property, and no
valuation adjustment or arrangement so made shall be questioned by member.

                     CAPITALISATION OF PROFITS AND RESERVES

         129.     (1) The Company in General Meeting may, upon the
recommendation of the Directors, resolve that it is desirable to capitalize any
part of the amount for the time being standing to the credit of the Company's
reserve funds or to the credit of the profit and loss account or otherwise
available for distribution; and accordingly that such sum be set free for the
distribution amongst the Members who would have been entitled thereto if
distributed by way of dividend and in the same proportions on condition that the
same be not paid in cash but be applied either in or towards paying up any
amounts for the time being unpaid on any shares held by such Members
respectively or paying up in full unissued shares or debentures of the Company
to be allotted and distributed credited as fully paid up to and amongst such
Members or their nominees in the proportion aforesaid or partly in the one way
and partly in the other and the Directors shall give effect to such resolution.


                                                             [CHOP APPEARS HERE]


                                     - 39 -


                  Provided that a capital redemption reserve fund may, for the
purpose of this Article, only be applied in paying up of unissued shares to be
issued to Members as fully paid bonus shares.

                  (2) Whenever such resolutions as aforesaid shall have been
passed, the Directors shall make all appropriations and applications of the
amounts resolved to be capitalized thereby and all allotments and issues of
fully paid shares or debentures if any and generally shall do all acts and
things required to give effect thereto with full power to the Directors to make
such provision for the satisfaction of the right of any Member under such
resolution to a fractional part of a share by the issue of fractional
certificates or by payment in cash or otherwise as they think fit and also to
authorize any person to enter on behalf of the Members entitled thereto or their
nominees into an agreement with the Company providing for the allotment to them
respectively credited as fully paid up of any further shares to which they may
be entitled upon such capitalization; and any agreement made under such
authority shall be effective and binding on all such members and their nominees.

         130. The Directors may deduct from any dividend or other moneys payable
in respect of any share held by a member, either alone or jointly or jointly
with any other member, all such sums of money (if nay) as may be due and payable
by him either alone or jointly with any other person to the Company on account
of calls or otherwise.

         131. A transfer of a share shall not pass the right to any dividend
declared in respect thereof before the transfer has been registered.

         132. Any dividend, installment of dividend or interest in respect of
any share may be paid by cheque or warrant payable to the order of the member
entitled thereto, or (in the case of joint holders) of that member whose name
stands first on the register in respect of the joint holding. Every such cheque
or warrant shall (unless other-wise directed) be sent by post to the last
registered address of the member entitled thereto, and the receipt of the person
whose name appears on the register of members as the owner of any share, or in
the case of joint holders, of any one of such holders, or of his or their agent
duly appointed in writing, shall be a good discharge to the Company for all
dividends or other payments made in respect of such share. Every such cheque or
warrant shall be sent at the risk of the person entitled to the money
represented thereby.

                                                             [CHOP APPEARS HERE]



                                     - 40 -


         133. No unpaid dividend or interest shall bear interest as against the
Company.

                                    ACCOUNTS

         134. The Directors shall cause proper books of account to be kept with
respect to:-


                  (a)      all sums of money received and expended by the
                           Company and the matters in respect of which the
                           receipt and expenditure take place;

                  (b)      all sales and purchases of goods by the Company; and

                  (c)      the assets and liabilities of the Company. Such books
                           of account give a true and fair view of the state of
                           the Company's affairs and explain its transactions.

         135. The books of account shall be kept at the Office, or, subject to
Section 167 of the Act, at such other place or places as the Directors think fit
and shall always be open to the inspection of the Directors.

         136. The Directors shall from time to time determine whether and to
what extent and at what times and places and under what conditions or
regulations the accounts and books of the Company or any of them shall be open
to the inspection of Members and no Member (not being a Director) shall have any
right of inspecting any account or book or document of the Company except as
conferred by Statute or authorized by the Directors or by a resolution of the
Company in General Meeting.

         137. The Directors shall from time to time in accordance with Section
169 of the Act cause to be prepared and to be laid before the Company in General
Meeting such profit and loss accounts, balance sheets and reports as are
referred to in that Section.

         138. A copy of every balance sheet (including every document required
by law to be annexed thereto) which is to be laid before the Company in General
Meeting together with a copy of the Auditor's report shall not less than
twenty-one days before the date of the meeting be delivered or sent by post to
every Member of and every holder of debentures of the Company. Provided that
this Article shall not require a copy of those documents to be sent to any
person of whose address the Company is not aware or to more than one of the
joint holders of any shares or debentures.

                                                             [CHOP APPEARS HERE]

                                     - 41 -


                                      AUDIT

         139. Auditors shall be appointed and their duties regulated in
accordance with Section 8, 9, 172 and 174 of the Act.

                                     NOTICES

         140. A notice or other document may be served by the Company upon any
member, either personally, or by sending it through the post in a prepaid
letter, envelope or wrapper, or by cable, addressed to such member at his
address as appearing in the Register.

         141. All notices directed to be given to the members shall, with
respect to any share to which persons are jointly entitled, be given to
whichever of such persons is named first in the Register, and notice so given
shall be sufficient notice to all the holders of such share.

         142. Any Member described in the Register of Members by an address not
within Malaysia who shall from time to time give the Company an address within
Malaysia at which notices may be served upon him shall be entitled to have
served upon him at such address any notice to which he would be entitled under
these Articles but, save as aforesaid, no Member other than a Member described
in the Register of Members by an address within Malaysia shall be entitled to
receive any notice from the Company.

         143. Subject to the provisions of Article 123 any document other than a
notice requiring to be served on a member may be served in like manner as a
notice may be given to him under these Articles.

         144. Any document other than a notice requiring to be served on a
Member, may be served in like manner as a notice may be given to him under these
Articles. Subject to the provisions of Article 13 the signature to any such
notice or document may be written or printed.

         145. Any summons, notice, order or other document required to be sent
to or served upon the Company, or upon any officer of the Company may be sent or
served by leaving the same or sending it through the post in a prepaid letter,
envelope or wrapper or by cable, addressed to the Company or to such officer at
the Office.

         146. Any notice or other document shall be deemed to have been served,
if served by post, on the fourth day after dispatch and, if served by cable,
twenty-four hours after dispatch, and in proving such service it shall be
sufficient to prove that the letter, envelope or wrapper containing the notice
or document was properly addressed and put into the post as a prepaid letter or
cable.

                                                             [CHOP APPEARS HERE]



                                     - 42 -


         147. Every person who, by operation of law, transfer or any other means
whatsoever, shall become entitled to any share shall be bound by every notice in
respect of such share which previously to his name and address being entered on
the Register shall be duly given to the person from who he derives his title to
such share.

         148. Any notice or document served upon or sent to, or left at the
registered address of, any member in pursuance of these Articles, shall,
notwithstanding that such member be then deceased or bankrupt, and whether or
not the Company has notice of his deceased or bankruptcy be deemed to have been
duly served in respect of any share held by such member, whether held solely or
jointly with other persons, until some other person be registered in his stead
as the holder or joint holder of such share, and such service shall, for all
purposes of these Articles, be deemed a sufficient service of such notice or
document on his executors, administrators or assigns, and all persons (if any)
jointly interested with him in such share.


                                   WINDING UP

         149. If the Company shall be wound up, subject to due provision being
made satisfying the claims of any holders of shares having attached thereto any
special rights in regard to the repayment of capital, the surplus assets shall
be applied in repayment of the capital paid up or credited as paid up on the
Ordinary Shares at the commencement of the winding up.

         150. If the Company shall be wound up, the Liquidators may, with the
sanction of an extraordinary resolution, divide among the members in specie any
part of the asset of the Company and any such division may be otherwise than in
accordance with the existing rights of the Members, but so that if any division
is resolved on otherwise than in accordance with such rights, the Members shall
have the same right of dissent and consequential rights as if such resolution
were a special resolution passed pursuant to Section 270 of the Act. A special
resolution sanctioning a transfer or sale to another Company duly passed
pursuant t the said section may in like manner authorize the distribution of any
shares or other consideration receivable by the Liquidators amongst the Members
otherwise than in accordance with their existing rights; and any such
determination shall be binding upon all the Members subject to the right of
dissent and consequential rights conferred by the said Section.

                                                             [CHOP APPEARS HERE]



                                     - 43 -


         151. In the event of a winding up of the Company every member of the
Company who is not for the time being in Malaysia shall be bound, within
fourteen days after the passing of an effective Resolution to wind up the
Company voluntarily, or within the like period after the making of an order for
the winding up of the Company, to serve notice in writing on the Company
appointing some householder in Malaysia upon whom all summonses, notices,
processes, orders and judgments in relation to or under the winding up of the
Company may be served, and in default of such nomination the Liquidator of the
Company shall be at liberty on behalf of such member to appoint some such
person, and service upon any such appointee shall be deemed to be a good
personal service on such member for all purposes, and where the Liquidator makes
any such appointment he shall, with all convenient speed, give notice thereof to
such member by advertisement in "The Straits Times" or by a registered letter
sent through the post and addressed to such member at his address as appearing
in the Register, and such notice shall be deemed to be served on the day
following that on which the advertisement appears or the letter is posted.

                                    INDEMNITY

         152. Every Director, Managing Director, Agent, Auditor, Secretary and
other officer for the time being of the Company shall be indemnified out of the
assets of the Company against any liability incurred by him in defending any
proceedings whether civil or criminal in which judgment is given in his favour
or in which he is acquitted or in connection with any application under Section
354 of the Act in which relief is granted to him by the Court.


                                                             [CHOP APPEARS HERE]


                                     - 44 -



- --------------------------------------------------------------------------------

Names, Addresses and Descriptions of Subscribers

- --------------------------------------------------------------------------------


RONALD KHOO TENG SWEE
                                                /s/ RONALD KHOO TENG SWEE
       6 Jalan Delima,

       Kuala Lumpur                                     Advocate & Solicitor
       (I.C. No: 1863474)



TRAVIS AUSTIN PURTLE

                                                /s/ TRAVIS AUSTIN PURTLE
       "Sri Adilida", Lot 1668,

       Mukim Ulu Klang

       Kuala Lumpur                                     Company Executive
       (I.C. No: 9528928)


- --------------------------------------------------------------------------------

         Dated this 19th day of June, 1980

              Witness to the above signatures:-

                                                        /s/ JOHARI RAZAK
                                                          JOHARI RAZAK
                                                        Advocate & Solicitor
                                                           No. 2, Benteng
                                                           Kuala Lumpur

                                                             [NOTE APPEARS HERE]


                                     - 45 -

EX-3.10

                                                                    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.



                                                  
- --------------------------------------------------------------------------------
Date:                      Signature:                   Title:
       30(th) July 2004    /s/ Trevor A. Carmichael            Director
                               Trevor A. Carmichael
- --------------------------------------------------------------------------------
Date:                      Signature:                   Title:

- --------------------------------------------------------------------------------
Date:                      Signature:                   Title:

- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
                               [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

- --------------------------------------------------------------------------------
     Name of Company                             Company No: 16701
     CHIPPAC (BARBADOS) LTD.

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
4.   Number (or minimum and maximum number) of Directors
     There shall be a minimum of 1 and a maximum of 10 Directors.

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
6.   Other provisions if any
     None

- --------------------------------------------------------------------------------
7.   Incorporators                  Date   March 15, 1999

- --------------------------------------------------------------------------------



          Names                  Address                        Signature
- --------------------------------------------------------------------------------
                                                      
Gail Marshall           Kingsland Crescent, Christ          /s/ Gail Marshall
- --------------------------------------------------------------------------------
                        Church, Barbados

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


For Ministry use only
- --------------------------------------------------------------------------------

Company No. 16701            Filed  1999-03-15

- --------------------------------------------------------------------------------



                               [LOGO APPEARS HERE]

                                                                    FORM 6

                                                               COMPANY NO. 16701



                            COMPANIES ACT OF BARBADOS


                            CERTIFICATE OF AMENDMENT




                          STATS CHIPPAC (BARBADOS) LTD
- --------------------------------------------------------------------------------
                                 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
                                                     ---------------------------
                                                                Registrar





                                                         August 10(th), 2004
                                                     ---------------------------
                                                          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]
- ----------------------------------            ----------------------------------
                               [CHOP APPEARS HERE]

EX-3.11

                                                                    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.


                                      -2-

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.


                                      -3-

                                  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.


                                      -4-

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


                                      -5-

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;


                                      -6-

          (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.


                                      -7-

     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.


                                      -8-


                                   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


                                      -9-

     (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.


                                      -10-

                                  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.

EX-5.1

                                                                     Exhibit 5.1



                       [KIRKLAND & ELLIS LLP LETTERHEAD]


                                 March 18, 2005

STATS ChipPAC Ltd.
STATS ChipPAC, Inc.
STATS ChipPAC Test Services, Inc.
STATS Holdings Limited
ChipPAC International Company Limited
STATS ChipPAC (Barbados) Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
      Limited Liability Company
STATS ChipPAC (BVI) Limited
STATS ChipPAC Malaysia Sdn. Bhd.
STATS ChipPAC Korea Ltd.
c/o STATS ChipPAC Ltd.
10 Ang Mo Kio Street 65
#05-17/20 Techpoint
Singapore 569059


     Re:  Registration Statement on Form F-4

Ladies and Gentlemen:

     We are issuing this opinion letter in our capacity as special legal counsel
to STATS ChipPAC Ltd., a Singapore public company limited by shares (the
"Issuer"), STATS ChipPAC Test Services, Inc., a Delaware corporation, STATS
ChipPAC, Inc., a Delaware corporation, (collectively, the "U.S. Registrants"),
STATS Holdings Limited, a British Virgin Islands corporation, ChipPAC
International Company Limited, a British Virgin Islands corporation, STATS
ChipPAC (Barbados) Ltd., a corporation organized under the laws of Barbados,
ChipPAC Luxembourg S.a.R.L., a company organized under the laws of Luxembourg,
ChipPAC Liquidity Management Hungary Limited Liability Company, a company
organized under the laws of Hungary, STATS ChipPAC (BVI) Limited, a British
Virgin Islands corporation, STATS ChipPAC Malaysia Sdn. Bhd., a company
organized under the laws of Malaysia, STATS ChipPAC Korea Ltd., a company
organized under the laws of the Republic of Korea (collectively, with the U.S.
Registrants, the "Guarantors" and, together with the Issuer, the

                       [KIRKLAND & ELLIS LLP LETTERHEAD]


March 18, 2005
Page 2


"Registrants") in connection with the proposed registration by the Issuer of up
to $215,000,000 in aggregate principal amount of the Issuer's 6 3/4% Senior
Notes Due 2011 (the "Exchange Notes"), pursuant to a Registration Statement on
Form F-4 filed with the Securities and Exchange Commission (the "Commission") on
or about March 22, 2005 under the Securities Act of 1933, as amended (the "Act")
(such Registration Statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement"). The obligations of the Issuer
under the Exchange Notes will be guaranteed by the Guarantors (the
"Guarantees"). The Exchange Notes and the Guarantees are to be issued pursuant
to the Indenture (the "Indenture"), dated as of November 18, 2004, by and among
the Registrants and U.S. National Bank Association, as Trustee.

     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) Certificate of Incorporation of STATS ChipPAC, Inc., as
amended, (ii) Bylaws of STATS ChipPAC, Inc., (iii) minutes, dated as of November
18, 2004, of the Board of Directors of STATS ChipPAC, Inc. with respect to the
issuance of the Exchange Notes and the Guarantees, (iv) Certificate of
Incorporation of STATS ChipPAC Test Services, Inc., as amended, (v) Bylaws of
STATS ChipPAC Test Services, Inc., (vi) minutes, dated as of November 18, 2004,
of the Board of Directors of STATS ChipPAC Test Services, Inc. with respect to
the issuance of the Exchange Notes and the Guarantees, (vii) the Registration
Statement and (viii) the Registration Rights Agreement, dated as of November 18,
2004, by and among the Registrants, Deutsche Bank AG, Singapore Branch and
Lehman Brothers International (Europe).

     For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the U.S. Registrants and the due authorization,
execution and delivery of all documents, including the Exchange Notes, the
Indenture and Guarantees, by the parties thereto other than the U.S.
Registrants. As to any facts material to the opinions expressed herein which we
have not independently established or verified, we have relied upon statements
and representations of officers and other representatives of the Registrants and
others.

     Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity

                       [KIRKLAND & ELLIS LLP LETTERHEAD]


March 18, 2005
Page 3

(regardless of whether enforcement is considered in a proceeding in equity or at
law), (iii) public policy considerations which may limit the rights of parties
to obtain certain remedies and (iv) any laws except the internal laws of the
State of New York, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America.

     Based upon and subject to the assumptions, qualifications, exclusions and
other limitations contained in this letter, we are of the opinion that when (i)
the Registration Statement becomes effective, (ii) the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended and (iii) the
Exchange Notes and the Guarantees have been duly executed and authenticated in
accordance with the provisions of the Indenture and duly delivered, the Exchange
Notes and the Guarantees will be validly issued and will be legal and binding
obligations of the Registrants.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the General Corporation Law of the State of
Delaware or the federal law of the United States be changed by legislative
action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

                                             Sincerely,

                                             /s/ Kirkland & Ellis LLP

                                             Kirkland & Ellis LLP

EX-5.2

                                                                     Exhibit 5.2



                    [On the letterhead of Allen & Gledhill]



22 March 2005

STATS ChipPAC Ltd.
10 Ang Mo Kio Street 65
#05-17/20 Techpoint
Singapore 569059

Dear Sirs

REGISTRATION STATEMENT ON FORM F-4 OF STATS CHIPPAC LTD.

1.   We have acted as special legal counsel in the Republic of Singapore
     ("SINGAPORE") to STATS ChipPAC Ltd. (the "COMPANY") in connection with the
     authorisation, issue and sale by the Company of US$215,000,000 6.75% Senior
     Notes due 2011 (the "NOTES"), pursuant to an exchange offer (the "EXCHANGE
     OFFER") as described in the Registration Statement on Form F-4 (the 1933,
     "REGISTRATION STATEMENT") dated 22 March 2005 under the Securities Act of
     as amended (the "SECURITIES ACT").

2.   For the purpose of rendering this opinion, we have examined (i) the
     documents listed and, where appropriate, defined in the Schedule to this
     opinion and (ii) such other documents as we have considered necessary to
     examine in order that we may render this opinion.

3.   We have assumed:

     (i)    that the Indenture (as defined in the Schedule to this opinion) is
            within the capacity and powers of, and has been validly authorised
            by, each party thereto (other than the Company) and has been validly
            executed and delivered by and on behalf of each party thereto and
            that the Notes will be validly executed, issued and delivered by or
            on behalf of each party thereto;

     (ii)   the genuineness of all signatures on all documents, the legal
            capacity of natural persons, the authenticity of all documents
            submitted to us as originals, the completeness, and the conformity
            to original documents, of all copies submitted to us and the
            authenticity of the originals of such latter documents;

     (iii)  that the copies of the Memorandum and Articles of Association, the
            Certificate of Incorporation of Private Company, the Certificate of
            Incorporation on Change of Name, the Certificate of Incorporation on
            Conversion to a Public Company and the Certificate Confirming
            Incorporation under the New Name of the Company submitted to us for
            examination are true, complete and up-to-date copies;

     (iv)   that the copy of the Board Resolutions (as defined in the Schedule
            to this opinion) submitted to us for examination are true, complete
            and up-to-date copies and that the Board Resolutions have not been
            rescinded or modified and they remain in full force and effect and
            that no other resolution or other action has been taken which could
            affect the validity of the Board Resolutions;

     (v)    that the information disclosed by the search made on 17 March 2005
            (the "ACRA SEARCH") at the Accounting and Corporate Regulatory
            Authority in Singapore (the "ACRA") against the Company is true and
            complete and that such information has not since then been
            materially altered and that such search did not fail to disclose any
            material information which has been delivered for filing but did not
            appear on the public file at the time of the search;

     (vi)   that the information disclosed by the searches made on 17 March 2005
            (the "COURT SEARCHES") of the Cause Book kept at the Supreme Court
            of Singapore for the years of 2003, 2004 and 2005 against the
            Company is true and complete and that such information has not since
            then been materially altered and that such searches did not fail to
            disclose any material information which has been delivered for
            filing but was not disclosed at the time of the searches;

     (vii)  that the Indenture constitutes, and the Notes, when duly issued upon
            consummation of the Exchange Offer, will constitute legal, valid,
            binding and enforceable obligations of the parties thereto for all
            purposes under the laws of all jurisdictions other than Singapore;

     (viii) that there are no provisions of the laws of any jurisdiction (other
            than Singapore) which may be contravened by the execution or
            delivery of the Indenture or the offering, issue, sale and delivery
            of the Notes and that, insofar as any obligation expressed to be
            incurred or performed under the Indenture or the Notes falls to be
            performed in or is otherwise subject to the laws of any jurisdiction
            (other than Singapore), its performance will not be illegal by
            virtue of the laws of that jurisdiction;

     (ix)   that all consents, approvals, authorisations, licences, exemptions
            or orders required from any governmental body or agency outside
            Singapore and all other requirements outside Singapore for the
            legality, validity and enforceability of the Indenture and the Notes
            have been duly obtained or fulfilled and are and will remain in full
            force and effect and that any conditions to which they are subject
            have been satisfied;

     (x)    that (a) none of the parties to the Indenture or the Notes nor any
            of their respective officers or employees has notice of any matter
            which would adversely affect the validity or regularity of the Board
            Resolutions and (b) the Board Resolutions have not been rescinded or
            modified and remain in full force and effect and that no other
            resolution or other action has been taken which may affect the
            validity of the Board Resolutions;

     (xi)   that all forms, returns, documents, instruments, exemptions or
            orders required to be lodged, filed, notified, advertised, recorded,
            registered or renewed with any governmental body or agency outside
            Singapore, at any time prior to, on or subsequent to issue of the
            Notes, for the legality, validity and enforceability of the
            Indenture and the Notes and the offering, issue, sale and delivery
            of the Notes, have been or will be duly lodged, filed, notified,
            advertised, recorded, registered or renewed and that any conditions
            in relation to such lodgement, filing, notification, advertisement,
            recording, registration or renewal have been satisfied;

     (xii)  that approval for the listing of the Notes on the SGX-ST will be
            granted by the SGX-ST; and


     (xiii) that the Notes will be duly issued and duly delivered upon
            consummation of the Exchange Offer against receipt of the old notes
            (as referred to in the Registration Statement) surrendered in
            exchange therefore as contemplated by the Registration Statement.

4.   The ACRA Search and the Court Searches revealed no order or resolution for
     the winding-up of the Company and no notice of appointment of a receiver or
     judicial manager for the Company. It should be noted that such searches are
     not capable of revealing whether or not a winding-up petition has been
     presented. Notice of a winding-up order made or resolution passed or a
     receiver or judicial manager appointed may not be filed at the ACRA
     immediately.

5.   Based upon and subject to the foregoing, and subject to the qualifications
     set forth below and any matters not disclosed to us, we are of the opinion
     that:

     (i)    the Company is a company duly incorporated and validly existing
            under Singapore law;

     (ii)   the Company has the corporate power under Singapore law to execute
            and deliver the Indenture and the Notes and to perform its
            obligations thereunder;

     (iii)  subject to any matters not disclosed to us, the Company has taken
            all necessary corporate action required under Singapore law to
            authorise the entry into, execution and delivery of the Indenture
            and, assuming due authorisation, execution and delivery thereof by
            the Trustee (as defined in the Indenture), the Indenture constitutes
            valid, legally binding and enforceable obligations of the Company
            under Singapore law; and

     (iv)   the Notes have been duly authorised by the Company for issuance in
            the Exchange Offer, and when executed, authenticated, issued and
            delivered in the manner provided for in the Indenture, the Notes
            will constitute valid, legally binding and enforceable obligations
            of the Company under Singapore law.

6.   This opinion relates only to the laws of general application of Singapore
     as at the date hereof and as currently applied by the Singapore courts, and
     is given on the basis that it will be governed by and construed in
     accordance with Singapore law. We have made no investigation of, and do not
     express or imply any views on, the laws of any country other than
     Singapore. In respect of the Indenture, the Notes and the Registration
     Statement, we have assumed due compliance with all matters concerning
     United States federal and New York laws and the laws of all other relevant
     jurisdictions other than Singapore.

7.   The qualifications to which this opinion is subject are as follows:

     (i)  the term "ENFORCEABLE" as used above means that the obligations
          assumed or to be assumed by the Company under the Indenture and the
          Notes are of a type which the Singapore courts enforce. It does not
          mean that those obligations will necessarily be enforced in all
          circumstances in accordance with their terms;

     (ii) enforcement of the obligations of the Company under the Indenture and
          the Notes may be affected by prescription or lapse of time,
          bankruptcy, insolvency, liquidation, reorganisation, reconstruction or
          similar laws generally affecting creditors' rights;

     (iii)  the power of the Singapore courts to grant equitable remedies such
            as injunction and specific performance is discretionary and
            accordingly a Singapore court may make an award of damages where an
            equitable remedy is sought;

     (iv)   where under the Indenture or the Notes, any person is vested with a
            discretion or may determine a matter in its opinion, Singapore law
            may require that such discretion is exercised reasonably or that
            such opinion is based upon reasonable grounds;

     (v)    by virtue of the Limitation Act, Chapter 163 of Singapore, failure
            to exercise a right of action for more than six years will operate
            as a bar to the exercise of such right and failure to exercise such
            a right for a lesser period may result in such right being waived;

     (vi)   a Singapore court may stay proceedings if concurrent proceedings are
            brought elsewhere;

     (vii)  where obligations are to be performed in a jurisdiction outside
            Singapore, they may not be enforceable in Singapore to the extent
            that performance would be illegal or contrary to public policy under
            the laws of that jurisdiction;

     (viii) provisions in the Indenture or the Notes as to severability may not
            be binding under Singapore law and the question of whether or not
            provisions which are illegal, invalid or unenforceable may be
            severed from other provisions in order to save such other provisions
            depends on the nature of the illegality, invalidity or
            unenforceability in question and would be determined by a Singapore
            court at its discretion;

     (ix)   a Singapore court may refuse to give effect to clauses in the
            Indenture or the Notes in respect of the costs of unsuccessful
            litigation brought before a Singapore court or where the court has
            itself made an order for costs;

     (x)    we express no opinion on the legality or enforceability of the
            performance by the Company of its obligations of indemnification or
            contribution set forth in the Indenture;

     (xi)   provisions in the Indenture or the Notes relating to any additional
            sum imposed on the Company where it has defaulted in the performance
            of any of its obligations may not be enforceable in a Singapore
            court if they are construed as a penalty;

     (xii)  any term of an agreement may be amended orally by all the parties
            notwithstanding provisions to the contrary in the Indenture or the
            Notes;

     (xiii) this opinion is given on the basis that there has been no amendment
            to or termination or replacement of the documents, authorisations
            and approvals referred to in paragraph 2 of this opinion and on the
            basis of Singapore law in force as at the date of this opinion. This
            opinion is also given on the basis that we undertake no
            responsibility to notify any addressee of this opinion of any change
            in Singapore law after the date of this opinion;

     (xiv)  under general principles of Singapore law, except as may be provided
            for under the Contracts (Rights of Third Parties) Act, Chapter 53B
            of Singapore, a person who is not a contracting party to an
            agreement is not entitled to the benefits of the agreement and may
            not enforce the agreement; and

     (xv)   we express no opinion on the irrevocability of the appointment of an
            agent to accept service of process.

8.   As the primary purpose of our professional engagement was not to establish
     or confirm factual matters or financial, accounting or statistical matters
     and because of the wholly or partially non-legal character of many of the
     statements contained in the Registration Statement, we express no opinion
     or belief on and do not assume any responsibility for the accuracy,
     completeness or fairness of any of the statements contained in the
     Registration Statement and we make no representation that we have
     independently verified the accuracy, completeness or fairness of such
     statements. Without limiting the foregoing, we express no belief and assume
     no responsibility for, and have not independently verified the accuracy,
     completeness or fairness of the financial statements and schedules and
     other financial and statistical data included or incorporated in the
     Registration Statement, and we have not examined the accounting, financial
     or statistical records from which such financial statements, schedules and
     data are derived.

9.   We consent to the filing of this opinion as Exhibit 5.2 to the Registration
     Statement and to the reference to this firm under the caption "Legal
     Matters" in the Registration Statement. In giving this consent, we do not
     thereby admit that we are included in the category of persons whose consent
     is required under Section 7 of the Securities Act or the rules and
     regulations of the U.S. Securities and Exchange Commission.


Yours faithfully




/s/ Allen & Gledhill

                                    SCHEDULE


1.   An executed copy of the Indenture (the "INDENTURE") dated 18 November 2004
     made between the Company and U.S. Bank, National Association, as trustee
     (the "TRUSTEE").

2.   A copy of the Registration Statement.

3.   The form of the Notes (as set out in Exhibit A of the Indenture).

4.   Certified true copies of the Memorandum and Articles of Association of the
     Company, its Certificate of Incorporation of Private Company, its
     Certificate of Incorporation on Change of Name, its Certificate of
     Incorporation on Conversion to a Public Company and its Certificate
     Confirming Incorporation under the New Name of the Company.

5.   Certified true extract of the resolutions in writing of the directors of
     the Company dated 2 September 2004 and 27 October 2004 (the "BOARD
     RESOLUTIONS").

EX-5.3

                                                                     Exhibit 5.3



                     [HARNEY WESTWOOD & RIEGELS LETTERHEAD]



22 March 2005


STATS ChipPAC Ltd.
STATS ChipPAC, Inc.
STATS ChipPAC Test Services, Inc.
STATS Holdings Limited
ChipPAC International Company Limited
STATS ChipPAC (Barbados) Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
      Limited Liability Company
STATS ChipPAC (BVI) Limited
STATS ChipPAC Malaysia Sdn. Bhd.
STATS ChipPAC Korea Ltd.

      all c/o STATS ChipPAC Ltd.
      10 Ang Mo Kio Street 65
      #05-17/20 Techpoint
      Singapore 569059



Dear Sirs,

STATS HOLDINGS LIMITED ("HOLDINGS")
STATS CHIPPAC (BVI) LIMITED ("SCL")
CHIPPAC INTERNATIONAL COMPANY LIMITED ("CICL")
(TOGETHER, THE "BVI GUARANTORS")

1.   We are lawyers qualified to practise in the British Virgin Islands and have
     been asked to advise in connection with:

     (a)  an indenture dated 18 November 2004 (the "INDENTURE") entered into
          between (1) STATS ChipPAC Ltd. as issuer and (2) U.S. Bank National
          Association as trustee (the "TRUSTEE"), expressed to be governed by
          the laws of the State of New York, and which provides for the issuance
          by the Issuer of 6 3/4% senior notes due 15 November 2011 in


A list of partners is available for inspection at our office.  BVI Legal Opinion


          an aggregate principal amount of US$215,000,000 (the "EXISTING
          NOTES"), and where such Existing Notes are to be issued in the
          relevant forms specified therein;

     (b)  a subsidiary guarantee agreement dated 18 November 2004 (the "ORIGINAL
          GUARANTEE") entered into between the Issuer, certain subsidiaries of
          the Issuer, including each of the BVI Guarantors, as guarantors (the
          "GUARANTORS"), and the Trustee with respect to the Existing Notes, and
          including the notation wording in respect of the guarantee therein
          stipulated which is to be endorsed upon each of the Existing Notes;

     (c)  a draft form of prospectus sent to us on 22 March 2005 (the
          "PROSPECTUS") prepared by the Issuer and the Guarantors and which sets
          forth information concerning the Issuer and the Guarantors and an
          offer to the holders of any Existing Notes to exchange the Existing
          Notes for new 6 3/4% senior notes due 15 November 2011 in an aggregate
          principal amount of US$215,000,000 (the "EXCHANGE NOTES") and where
          the form and terms of the Exchange Notes will be identical in all
          material respects to the form and terms of the Existing Notes, and
          will similarly be governed by the terms of the Indenture, except that
          the Exchange Notes will be registered under the Securities Act 1933 of
          the United States of America (the "SECURITIES ACT");

     (d)  a Form F-4 registration statement under the Securities Act (the
          "REGISTRATION STATEMENT") with respect to the offer to exchange the
          Existing Notes for the Exchange Notes (the "EXCHANGE OFFER") which we
          understand is to be dated 22 March 2005 and then filed in accordance
          with the Securities Act in the names of the Issuer and also in the
          names of each of the BVI Guarantors and the other Guarantors; and

     (e)  a proposed form of exchange note subsidiary guarantee (the "EXCHANGE
          NOTE SUBSIDIARY GUARANTEE") to be entered into between the Issuer, the
          BVI Guarantors and the other Guarantors and the Trustee with respect
          to the Exchange Notes upon the consummation of the Exchange Offer as
          set forth in the Registration Statement, and including the notation
          wording in respect of the guarantee therein provided which is to be
          endorsed upon each of the Exchange Notes.

     The Original Guarantee and the Exchange Note Subsidiary Guarantee are in
     this opinion together referred to as the "DOCUMENTS".

2.   For the purpose of this opinion, we have examined the following documents:

     (a)  electronic copies of each of the Indenture and the Original Guarantee,
          both as executed by all of the parties thereto;

     (b)  an electronic copy of the proposed final version of the Registration
          Statement;

     (c)  an electronic copy of the Prospectus;

     (d)  an electronic copy of the agreed form of the Exchange Note Subsidiary
          Guarantee;

                                       2

                                                               BVI Legal Opinion

     (e)  (i)    copies of the respective Memoranda and Articles of Association
                 and Certificates of Incorporation of each of the BVI Guarantors
                 obtained from the British Virgin Islands Registry of Corporate
                 Affairs on 16 November 2004;

          (ii)   (A)  an electronic copy of the unanimous written resolutions of
                      the directors of Holdings dated 18 November 2004 approving
                      the entry into by Holdings, and authorising the execution
                      by Holdings, of the Original Guarantee, the Registration
                      Statement and the Exchange Note Subsidiary Guarantee, and
                      approving and authorising the publication of the
                      Prospectus;

                 (B)  an electronic copy of the unanimous written resolutions of
                      the directors of SCL dated 18 November 2004 approving the
                      entry into by SCL, and authorising the execution by SCL,
                      of the Original Guarantee, the Registration Statement and
                      the Exchange Note Subsidiary Guarantee, and approving and
                      authorising the publication of the Prospectus;

                 (C)  an electronic copy of the unanimous written resolutions of
                      the directors of CICL dated 18 November 2004 approving the
                      entry into by CICL, and authorising the execution by CICL,
                      of the Original Guarantee, the Registration Statement and
                      the Exchange Note Subsidiary Guarantee, and approving and
                      authorising the publication of the Prospectus;

                 (items 2(f)(ii)(A), (B) and (C) are together hereinafter
                 referred to as the "DIRECTORS' RESOLUTIONS");

          (iii)  (A)  original registered agents' certificates dated 16 November
                      2004 and 16 March 2005 identifying the directors and sole
                      shareholder of Holdings, issued by Offshore Incorporations
                      Limited, Holdings's registered agent;

                 (B)  original registered agents' certificates dated 16 November
                      2004 and 16 March 2005 identifying the directors, officers
                      and sole shareholder of SCL, issued by HWR Services
                      Limited, SCL's registered agent;

                 (C)  original registered agents' certificates dated 16 November
                      2004 and 16 March 2005 identifying the directors, officers
                      and sole shareholder of CICL, issued by HWR Services
                      Limited, CICL's registered agent;

                 (items 2(e)(iii)(A), (B) and (C) are together hereinafter
                 referred to as the "REGISTERED AGENT'S CERTIFICATES");

          (iv)   the public records of each of the BVI Guarantors on file and
                 available for inspection at the Registry of Corporate Affairs,
                 Road Town, Tortola, British Virgin Islands on 16 March 2005;
                 and

          (v)    the records of proceedings on file with and available for
                 inspection at the High Court of Justice, British Virgin Islands
                 on 16 March 2005.

                                       3

                                                               BVI Legal Opinion

3.   For the purposes of this opinion we have assumed without further enquiry:

     (a)  the authenticity of all documents submitted to us as originals, the
          conformity with the originals thereof of all documents submitted to us
          as copies or drafts, and the authenticity of such originals;

     (b)  the genuineness of all signatures and seals;

     (c)  the accuracy and completeness (i) of all information revealed by the
          Registered Agent's Certificates and our searches of the British Virgin
          Islands Registry of Corporate Affairs and the British Virgin Islands
          High Court Registry referred to at paragraphs 2(e)(iv) and (v),
          respectively, (and, in particular, that our searches of the British
          Virgin Islands Registry of Corporate Affairs did not fail to disclose
          any information which had been delivered for filing, but which did not
          appear on the respective files for the BVI Guarantors at the Registry
          as at the date of our searches) and (ii) of all corporate minutes,
          resolutions and other records which we have seen, and in all cases
          that no changes have occurred since our review thereof;

     (d)  the accuracy of any and all representations of fact expressed in or
          implied by the documents we have examined;

     (e)  that the Exchange Note Subsidiary Guarantee has been duly executed by
          each of the BVI Guarantors in the form of the agreed form of such
          document examined by us for the purposes of this opinion and dated as
          of the date of this opinion;

     (f)  that the Documents and the Indenture constitute (or will constitute
          when executed and delivered) valid, legally binding and enforceable
          obligations of each of the BVI Guarantors under the laws of the State
          of New York by which laws each such document is expressed to be
          governed;

     (g)  that no director of any of the BVI Guarantors has a financial interest
          in or other relationship to a party to the transactions contemplated
          by the Indenture, the Documents or the Prospectus, or if an interest
          does exist that shareholder approval or ratification will be obtained;
          and

     (h)  that the Directors' Resolutions remain in full force and effect.

4.   Based on the foregoing, and subject to the qualifications expressed below,
     our opinion is as follows:

     (a)  Each of the BVI Guarantors is a company duly incorporated with limited
          liability under the International Business Companies Act (Cap 291) and
          is validly existing in good standing under the laws of the British
          Virgin Islands. Each of them is a separate legal entity and is subject
          to suit in its own name.

     (b)  Each of the BVI Guarantors has full capacity to enter into and to
          perform its obligations under the Documents, and each of them has
          taken all necessary action to authorise its entry into of the
          Documents, and the filing of the Registration Statement in accordance

                                       4

                                                               BVI Legal Opinion

          with the Securities Act, and the publication of the Prospectus, and
          the exercise of its rights and the performance of its obligations
          under the Documents.

     (c)  The Original Guarantee has been duly executed for and on behalf of
          each of the BVI Guarantors.

     (d)  The Original Guarantee and (after the same has been duly executed for
          and on behalf of each of the BVI Guarantors in accordance with the
          Directors' Resolutions) the Exchange Note Subsidiary Guarantee will be
          treated by the courts of the British Virgin Islands as the legally
          binding, valid and enforceable obligations of each of the BVI
          Guarantors.

     (e)  No consents or authorisations of any government or official
          authorities of or in the British Virgin Islands are necessary for the
          entry into and performance by the BVI Guarantors of, and for the
          exercise of their respective rights pursuant to, the Documents, or for
          the filing of the Registration Statement in accordance with the
          Securities Act, or for the publication of the Prospectus.

     (f)  The execution and delivery of the Documents by each of the BVI
          Guarantors and the performance of their respective obligations and the
          exercise of their respective rights thereunder, and the filing of the
          Registration Statement in accordance with the Securities Act, and the
          publication of the Prospectus, do not and will not conflict with:

          (i)  any law of the British Virgin Islands; or

          (ii) the Memorandum and Articles of Association of the relevant BVI
               Guarantor.

     (g)  No stamp duties or similar documentary taxes imposed by or in the
          British Virgin Islands are payable in respect of the Documents.

     (h)  There is no applicable usury or interest limitation law in the British
          Virgin Islands which would restrict the recovery of payments or the
          performance by any of the BVI Guarantors of any of their respective
          obligations under the Documents.

     (i)  None of the BVI Guarantors will be required by any laws of the British
          Virgin Islands to make any deduction or withholding from any payment
          that it may make under the Documents, and neither the execution nor
          the delivery by the BVI Guarantors of any of the Documents is subject
          to any tax imposed on the BVI Guarantors by the British Virgin
          Islands.

     (j)  There are no government controls or exchange controls in relation to
          the observance by any of the BVI Guarantors of their respective
          obligations under the Documents.

     (k)  Any monetary judgment in a court of the British Virgin Islands in
          respect of a claim brought in connection with the Documents is likely
          to be expressed in the currency in which such claim is made, since
          such courts have power to grant a monetary judgment expressed
          otherwise than in the currency of the British Virgin Islands, but they
          may not necessarily do so.

                                       5

                                                               BVI Legal Opinion

     (l)  Any final and conclusive monetary judgment for a definite sum obtained
          against any of the BVI Guarantors in any United States federal or New
          York state court sitting in The City of New York (each a "SPECIFIED
          COURT") in respect of the Documents would be treated by the courts of
          the British Virgin Islands as a cause of action in itself so that no
          retrial of the issues would be necessary provided that:

          (i)    the relevant Specified Court had jurisdiction in the matter and
                 the relevant BVI Guarantor either submitted to such
                 jurisdiction or was resident or carrying on business within
                 such jurisdiction and was duly served with process;

          (ii)   the judgment given by the relevant Specified Court was not in
                 respect of penalties, taxes, fines or similar fiscal or revenue
                 obligations of the relevant BVI Guarantor;

          (iii)  in obtaining judgment there was no fraud on the part of the
                 person in whose favour judgment was given or on the part of the
                 relevant Specified Court;

          (iv)   recognition or enforcement of the judgment in the British
                 Virgin Islands would not be contrary to public policy; and

          (v)    the proceedings pursuant to which judgment was obtained were
                 not contrary to natural justice.

     (m)  None of the BVI Guarantors are entitled to immunity from suit or
          enforcement of a judgment on the ground of sovereignty or otherwise in
          the courts of the British Virgin Islands in respect of proceedings
          against them in relation to the Documents, and the execution of the
          Documents and the performance of their respective obligations
          thereunder constitute private and commercial acts.

     (n)  Under the laws of the British Virgin Islands, the Trustee will not be
          deemed to be resident, domiciled or carrying on any commercial
          activity in the British Virgin Islands or subject to any tax in the
          British Virgin Islands by reason only of the execution and performance
          of the Original Guarantee and the Exchange Note Subsidiary Guarantee,
          nor is it necessary for the execution, performance and enforcement of
          any of the Documents that the Trustee be authorised or qualified to
          carry on business in the British Virgin Islands.

     (o)  It is not necessary in order to ensure the legality, validity,
          enforceability or admissibility in evidence in proceedings of the
          obligations of any of the BVI Guarantors or the rights of the Trustee
          under the Documents that they or any of them or any other document be
          notarised, filed, registered or recorded in the British Virgin
          Islands.

     (p)  The obligations of each of the BVI Guarantors under the Documents
          constitute direct obligations that rank at least pari passu with all
          of their respective other unsecured obligations.

                                       6

                                                               BVI Legal Opinion

     (q)  No court proceedings pending against any of the BVI Guarantors are
          indicated by our searches of the British Virgin Islands High Court
          Registry referred to at paragraph 2(e)(v).

     (r)  On the basis of our searches of the British Virgin Islands Registry of
          Corporate Affairs and the British Virgin Islands High Court Registry
          referred to at paragraphs 2(e)(iv) and (v), respectively, no currently
          valid order or resolution for the winding up of any of the BVI
          Guarantors and no current notice of appointment of a receiver over any
          of the BVI Guarantors or any of their respective assets appears on the
          records maintained in respect of the BVI Guarantors at the Registry of
          Corporate Affairs, but it should be noted that, while a receiver is
          obliged to file notice of his appointment with the British Virgin
          Islands Registry of Corporate Affairs, failure to file such notice
          does not invalidate the receivership but merely gives rise to
          penalties on the part of the receiver.

     (s)  Service of process in the British Virgin Islands on each of the BVI
          Guarantors may be effected by leaving at the registered office of the
          relevant BVI Guarantor the relevant document to be served. On the
          basis of our searches of the British Virgin Islands Registry of
          Corporate Affairs referred to at paragraph 2(e)(iv), the registered
          office of the Holdings is at Offshore Incorporations Centre, P.O. Box
          957, Road Town, Tortola, British Virgin Islands and the registered
          office of each of SCL and CICL is at Craigmuir Chambers, P.O. Box 71,
          Road Town, Tortola, British Virgin Islands.

5.   This opinion is confined to and given on the basis of the laws of the
     British Virgin Islands as they are in force at the date of this opinion. We
     have made no investigation of, and express no opinion on, the laws of any
     other jurisdiction.

6.   The opinions set out above are subject to the following qualifications:

     (a)  Rights and obligations may be limited by bankruptcy, insolvency,
          liquidation, arrangement and other similar laws of the British Virgin
          Islands of general application affecting the rights of creditors.

     (b)  Claims under the Documents may become barred under the laws relating
          to limitation of actions in the British Virgin Islands or may be or
          become subject to defences of set-off or counterclaim.

     (c)  Equitable remedies such as injunctions and orders for specific
          performance are discretionary and will not normally be available where
          damages are considered an adequate remedy.

     (d)  Where obligations are to be performed in a jurisdiction outside the
          British Virgin Islands they may not be enforceable under the laws of
          the British Virgin Islands to the extent that such performance would
          be contrary to public policy under the laws of that jurisdiction.

     (e)  The courts in the British Virgin Islands will determine in their
          discretion whether or not an illegal or unenforceable provision may be
          severed.

                                       7

                                                               BVI Legal Opinion

     (f)  The courts of the British Virgin Islands may refuse to give effect to
          a provision in respect of the cost of unsuccessful litigation brought
          before those courts or where the courts themselves have made an order
          for costs.

     (g)  The term enforceable means that a document is of a type and form
          enforced by the British Virgin Islands courts. It does not mean that
          each obligation will be enforced in accordance with its terms. Certain
          rights and obligations may be qualified by non-conclusivity of
          certificates, doctrines of good faith and fair conduct, the
          availability of equitable remedies and other matters but in our view
          this qualification would not defeat your legitimate expectations in
          any material respect.

7.   This opinion is rendered for your benefit and the benefit of your legal
     counsel in connection with the transactions contemplated by the Documents
     only. It may not be disclosed to or relied on by any other party for any
     other purpose without our prior written consent in each case, but provided
     that we hereby consent to the filing of this opinion as an exhibit to the
     Registration Statement.


Yours faithfully
HARNEY WESTWOOD & RIEGELS

/s/ HARNEY WESTWOOD & RIEGELS

                                       8

                                                               BVI Legal Opinion

EX-5.4

                                                                     Exhibit 5.4



                         [CHANCERY CHAMBERS LETTERHEAD]


March 22, 2005
                                                               Matter No: 990145

STATS ChipPac Ltd.
STATS ChipPac, Inc.
STATS ChipPac Test Services, Inc.
STATS Holdings Limited
ChipPAC International Company Limited
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
ChipPAC Limited Liability Company
STATS ChipPAC (BVI) Limited
STATS ChipPAC Malaysia Sdn. Bhd.
STATS ChipPAC Korea Ltd.



Dear Sirs,

RE:  STATS CHIPPAC (BARBADOS) LTD. (THE "COMPANY") - FILING OF REGISTRATION
     STATEMENT

We have acted as Barbados legal counsel to the Company, a company incorporated
under the laws of Barbados. We have been asked to provide this legal opinion
with regard to the filing of a F-4 Registration Statement on March 22, 2005,
in respect of the issuance of new 6.75% Notes issued in November 2004 pursuant
to a registered exchange offer (the "Exchange Offering") and the Subsidiary
Guarantee to be furnished by the Company in connection with such Exchange Notes
(the "Exchange Note Subsidiary Guarantee").

For the purpose of giving this opinion, we have examined the following documents
and such statutes, public and corporate records and certificates, and have
considered such questions of law as we have considered relevant and necessary as
the basis for the opinions hereinafter set out:

(a)  the Certificate and Articles of Incorporation of the Company;
(b)  the By-Laws of the Company;

                                     Page 2

STATS ChipPac Ltd.                                             Matter No: 990145
RE:  STATS ChipPac (Barbados) Ltd. (the "Company") -- Filing of Registration
     Statement


(c)  the written consent in lieu of a meeting of the Board of Directors on the
     18(th) day of November, 2004 authorising the Company to execute and deliver
     the Subsidiary Guarantee Agreement, and the filing of the Registration
     Statements with the Commission under the Securities Act of 1933 and;
(d)  Certificate of Good Standing dated the 11th day of March, 2005; and
(e)  such other corporate records, authorisations and other documents of the
     Company as we have deemed necessary or advisable in connection with the
     opinions hereinafter expressed.

In our examination of the documents referred to herein, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as copies or as reproductions (including facsimiles and
electronic mail).

We are licensed to practice law in Barbados and express no opinion as to any
laws other than the laws of Barbados in force and as interpreted at the date
hereof.

Based on the foregoing examinations and assumptions, and upon such searches as
we have conducted and having regard to the legal considerations which we deem
relevant and subject to the qualifications set out herein, we are of the opinion
that under the laws of Barbados:

(a)  The Company is a company duly incorporated, organised and validly existing
     under the laws of Barbados and is in good standing with the Registrar of
     Companies;
(b)  The Company has all the requisite corporate power and capacity to carry on
     business from Barbados as it is currently being conducted;
(c)  The Company has all requisite corporate power and authority to execute and
     deliver and perform its obligations under the Subsidiary Guarantee
     Agreement and to consummate the transactions contemplated thereby;
(d)  The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Note
     has been duly authorised for execution, delivery and performance by the
     Company in accordance with the terms of the Indenture and the Subsidiary
     Guarantee Agreement;
(e)  The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Note
     if and when issued upon consummation of the Exchange Offering as set forth
     in the Registration Statement, will be the legal, valid and binding
     obligation of the Company and be enforceable against the Company in
     accordance with its terms and entitled to the benefits of the Indenture and
     the Subsidiary Guarantee Agreement; and
(f)  The Subsidiary Guarantee Agreement has been duly authorised, executed and
     delivered by the Company by all necessary corporate action.

                                     Page 3
STATS ChipPac Ltd.                                             Matter No: 990145
RE:  STATS ChipPac (Barbados) Ltd. (the "Company") -- Filing of Registration
     Statement


This opinion is given in respect of the laws of Barbados and solely for your
benefit and may not be relied upon by any other person, or for any purpose other
than the above referenced transactions, without our prior written consent.
Notwithstanding the foregoing, we consent to the filing of this opinion as an
exhibit to the Registration Statement.

Yours truly,
CHANCERY CHAMBERS

/s/ Jacqueline R. Chacko

Jacqueline R. Chacko

EX-5.5

                                                                     Exhibit 5.5


                  [on the letterhead of Bonn Schmitt Steichen]

STATS ChipPAC Ltd
STATS ChipPAC, Inc.
STATS ChipPAC Test Services, Inc.
STATS Holdings Limited
ChipPAC International Company Limited
STATS ChipPAC (Barbados) Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
   Limited Liability Company
STATS ChipPAC (BVI) Limited
STATS ChipPAC Malaysia Sdn. Bhd.
STATS ChipPAC Korea Ltd.
  c/o STATS ChipPAC Ltd.
    10 Ang Mo Kio Street 65
    #05-17/20 Techpoint
    Singapore 569059



Luxembourg, March 22, 2005


RE.: CHIPPAC LUXEMBOURG S.A R.L.


Dear Sirs,

1.   We have acted as legal advisers in the Grand-Duchy of Luxembourg in
     connection with the entry by ChipPAC Luxembourg S.a R.L., a societe a
     responsabilite limitee incorporated under the laws of Luxembourg, having
     its registered office at 5, rue Eugene Ruppert, L-2453 Luxembourg,
     registered with the Luxembourg Registry of Commerce and Companies under
     number B 69 052 (the "COMPANY") into the Agreements (as defined below).

     For the purpose of this legal opinion, we have examined copies of the
     following documents:


  -  a copy of an executed notes indenture dated as of November 21, 2004 (the
     "INDENTURE") made between the Issuer and U.S. Bank National Association;

  -  a registration statement under the Securities Act of 1933 dated March 22,
     2005 (the "REGISTRATION STATEMENT") made by STATS ChipPac Ltd.,

  -  a copy of an executed subsidiary guarantee agreement (the "SUBSIDIARY
     GUARANTEE

                                                                               2

     AGREEMENT") dated as of November 18, 2004 between the Subsidiary
     Guarantors, the Issuer and the Trustee.

  The aforementioned documents are hereinafter collectively referred to as the
  "AGREEMENTS".


2.   Terms defined in the Agreements shall bear the same meaning herein, unless
     expressly provided to the contrary.

3.   We have further seen the following documents: resolutions of the Board of
     Managers of the Company dated November 18, 2004 and March 17, 2005
     approving the execution of the Registration Statement and the Subsidiary
     Guarantee Agreement by the Company (the "RESOLUTIONS"), the share register
     of the Company and the corporate documents of the Company that are
     available to the public at the Luxembourg Registry of Commerce and
     Companies at the day of this opinion, including the Company's latest
     articles of incorporation available.

4.   This opinion is confined to matters of Luxembourg law (as defined below).
     Accordingly, we express no opinion with regard to any system of law other
     than the laws of the Grand-Duchy of Luxembourg ("LUXEMBOURG") as they stand
     as of the date hereof and as such laws were as of the date hereof
     interpreted in published case law of the courts of Luxembourg ("LUXEMBOURG
     LAW") or, to the extent this opinion concerns documents executed prior to
     this date, the date of their execution and the period to date. In
     particular:

     4.1  we express no opinion (i) on public international law or on the rules
          of or promulgated under any treaty or by any treaty organisation
          (except rules implemented into Luxembourg law or directly applicable
          in Luxembourg) or, except as specifically set out herein, on any
          taxation laws of any jurisdiction (including Luxembourg), (ii) that
          the future or continued performance of a party's obligations or the
          consummation of the transactions contemplated by the Agreements will
          not contravene Luxembourg law, its application or interpretation in
          each case to the extent that such laws, their application or
          interpretation, are altered in the future, and (iii) with regard to
          the effect of any systems of law (other than Luxembourg law) even in
          cases where, under Luxembourg law, any foreign law should be applied,
          and we therefore assume that any applicable law (other than Luxembourg
          law) would not affect or qualify the opinions as set out below;

     4.2  we have not been responsible for investigating or verifying the
          accuracy of the facts (or statements of foreign law) or the
          reasonableness of any statements of opinion or intention contained in
          any documents (other than this opinion), or for verifying that no
          material facts or provisions have been omitted therefrom, save in so
          far as any such matter is the subject matter of a specific opinion
          herein;

                                                                               3

     4.3  Luxembourg legal concepts are expressed in English terms and not in
          their original French terms. The concepts concerned may not be
          identical to the concepts described by the same English terms as they
          exist in the laws of other jurisdictions. This opinion may, therefore,
          only be relied on upon the express condition that any issues of the
          interpretation or liability arising thereunder will be governed by
          Luxembourg law and be brought before a court in Luxembourg;

     4.4  we express no opinion on the validity and enforceability of any
          document except as set out in our opinions in section 6 below;

     4.5  this opinion speaks as of the date hereof. No obligation is assumed to
          update this opinion or to inform any person of any changes of law or
          other matters coming to our knowledge and occurring after the date
          hereof, which may affect this opinion in any respect.

5.   For the purpose of rendering this opinion, we have assumed:

     5.1  the capacity, power and authority of each of the parties (other than
          the Company) to execute and deliver the Agreements;

     5.2  the due execution of the Agreements by each of the parties (other than
          the Company);

     5.3  the due delivery of the Agreements by each of the parties (other than
          the Company);

     5.4  the conformity to original documents of all copy documents examined by
          us;

     5.5  the validity of the Agreements and all other documents related to this
          transaction under their governing laws (other than the laws of
          Luxembourg) and the laws governing the parties thereto (other than the
          Company); and

     5.6  that, in respect of each of the Agreements and each of the
          transactions contemplated by, referred to in, provided for or effected
          by the Agreements, (i) the parties to the Agreements entered into the
          same in good faith and for the purpose of carrying out their business,
          (ii) the parties to the Agreements entered into the same on arms'
          length commercial terms, (iii) the parties to the Agreements entered
          into the same without any intention to defraud or deprive of any legal
          benefit any other parties (such as third parties and in particular
          creditors) or to circumvent any applicable mandatory laws or
          regulations of any jurisdiction, and (iv) the entry into the
          Agreements and the performance of any rights and obligations
          thereunder are in the best corporate interest of parties to the
          Agreements.

6.   Based on the above assumptions, and subject to the qualifications set out
     below, we are of the opinion that:

                                                                               4

     6.1  the Company is a company (societe a responsabilite limitee) duly
          incorporated and validly existing in Luxembourg, with the power to
          enter into the Agreements to which it is a party and to exercise its
          rights and perform its obligations under these Agreements; The Company
          has not been declared bankrupt and, to the best of our knowledge, no
          steps have been taken for its winding up;

     6.2  all necessary corporate action have been taken, and no other action is
          required to be taken, to enable the Company to validly execute the
          Agreements to which it is a party and to exercise its rights and
          perform its obligations thereunder;

     6.3  the Agreements to which the Company is a party have been duly executed
          and delivered and the obligations expressed to be assumed by the
          Company in the Agreements to which it is a party constitute or will
          constitute its legal, valid and binding obligations enforceable in
          accordance with their terms;

     6.4  no further acts, conditions and things are required by Luxembourg law
          to be done, fulfilled and performed in order to make the Agreements
          admissible in evidence in Luxembourg, save for what is stated under
          section 6.5;

     6.5  it is not necessary that the Agreements be filed, recorded or enrolled
          with any court or other authority in Luxembourg or that any stamp,
          registration or similar tax be paid on or in relation to the
          Agreements in accordance therewith, save that a Luxembourg court or a
          Luxembourg official authority (autorite constituee) has the power to
          order that the Agreements be registered in which case a registration
          fee would become payable;

     6.6  neither:

          (i)  the execution by the Company of the Agreements to which it is a
               party; nor

          (ii) any of the obligations expressed to be assumed by the Company in
               any of the Agreements to which it is a party, nor the performance
               thereof

          violates or conflicts with any provision of any Luxembourg law or
          regulation, or with any provision of the Company's constitutional
          documents;

     6.7  there is no withholding or other tax or duty imposed by any law, rule
          or regulation in Luxembourg on any payment to be made by the Company
          under any of the Agreements, save that payments made pursuant to the
          Agreements may constitute taxable income in the hands of recipients
          resident in Luxembourg and/or recipients not resident in Luxembourg
          but having a permanent establishment or a permanent representative in
          Luxembourg to which or to whom the Agreements are attributable;

                                                                               5

     6.8  the choice of law of the State of New-York, USA as the governing law
          of the Subsidiary Guarantee Agreement and the Indenture will be upheld
          as a valid choice of law by the courts of Luxembourg. If any of the
          Agreements to which the Company is a party are sought to be enforced
          in Luxembourg in accordance with the laws of the State of New-York,
          USA, the courts of competent jurisdiction in Luxembourg would
          recognise the choice of law and apply the laws of the State of
          New-York, USA, subject to qualification 7.22;

     6.9  the submission to the jurisdiction of the Courts in the Borough of
          Manhattan, the City of New York, New York by the Company in the
          Subsidiary Guarantee Agreement and the Indenture is legal, valid and
          binding and will be upheld by the Luxembourg Courts;

     6.10 the Company shall not be entitled to claim for itself or any of its
          assets immunity from suit, execution, attachment or other legal
          process in Luxembourg.

     7.   The opinions set forth above are subject to the following
          qualifications:

     7.1  the obligations of the Company under the Agreements to which it is a
          party may be limited by the general principles of bankruptcy,
          insolvency, liquidation, reorganisation, reconstruction or other laws
          affecting the enforcement of creditors' rights generally (hereafter
          the "Insolvency Laws", and the relevant proceedings being referred to
          collectively as the "Insolvency Proceedings"), and, in particular:

          -    during a gestion controlee (controlled management) procedure
               under the Grand-Ducal Decree dated May 24, 1935 on the procedure
               of gestion controlee, the rights of secured creditors are frozen
               until a final decision has been taken by the court as to the
               petition for controlled management;

          -    the obligations of the Company under the Agreements to which it
               is a party may be affected and, after their performance, subject
               to annulment by a court on the basis of Article 445 of the
               Luxembourg Code of Commerce, if these Agreements have been
               entered into during the suspect period ("periode suspecte"), such
               period being determined by the court in the judgement opening the
               Insolvency Proceedings, and preceding the date of such judgement
               by a maximum of 6 months and 10 days, and if these Agreements
               constitute or contain, or the performance of such obligations
               thereunder would constitute (i) a contract for the transfer of
               movable or immovable property done without consideration, or a
               contract or transaction done with notably insufficient
               consideration for the Company or (ii) a payment, whether in cash
               or by transfer, assignment, sale, set-off or otherwise for debts
               not yet due, or a

                                                                               6

               payment other than in cash or bills of exchange for debts due, or
               (iii) a contractual or judiciary mortgage, pledge, or charge on
               the Company's assets for previously contracted debts;

          -    the obligations of the Company under the Agreements to which it
               is a party may be affected and after their performance, subject
               to annulment by a court on the basis of Article 446 of the
               Luxembourg Code of Commerce, if these Agreements constitute or
               contain, or the performance of such obligations thereunder would
               constitute a payment for due debts or an onerous act done by the
               Company after the stoppage of payments (such date as determined
               by the court) and prior to the judgement opening Insolvency
               Proceedings, if the counter-party that has received from or dealt
               with the Company had knowledge of the stoppage of payments;

          -    regardless of the date of execution and performance, the
               Agreements may be declared null and void in relation to the
               Company, if they have been entered into with the fraudulent
               intent of the parties thereto to deprive other creditors of the
               insolvent party of their rights (Article 448 of the Code of
               Commerce);

          -    the obligations of the Company may be affected or limited by the
               rights of the receiver, liquidator or other court official
               appointed in the Insolvency Proceedings to selectively perform
               contracts profitable to the insolvent party's estate and renounce
               to the performance of contracts which are not profitable to the
               insolvent party's estate ("cherry-picking"), where such contracts
               have not been terminated automatically by the opening of the
               insolvency proceedings on the basis of an express contractual
               provision, or by operation of law;

     7.2  by application of article 203 of the Luxembourg Code on Commercial
          Companies a company not respecting any provision of Luxembourg
          criminal law or Luxembourg Law on Commercial Companies (especially but
          not limited to the obligations to lodge with the Register and publish
          the annual accounts) may be put into judicial liquidation upon the
          application of the Public Prosecutor;

     7.3  the rights and obligations of the Company under the Agreements to
          which it is a party may be limited by general principles of criminal
          law, including but not limited to criminal freezing orders;

     7.4  whilst, in the event of any proceedings being brought in a Luxembourg
          court in respect of a monetary obligation expressed to be payable in a
          currency other than Euro, a Luxembourg court would have power to give
          judgement expressed as an order to pay a currency other than Euro,
          enforcement of the judgement against the

                                                                               7

          Company in Luxembourg would be available only in Euro and for such
          purposes all claims or debts would be converted into Euro;

     7.5  a Luxembourg court may stay proceedings if concurrent proceedings are
          being brought elsewhere;

     7.6  the expression valid and binding in paragraph 6 above means that the
          obligations expressed to be assumed by the Company under the
          Agreements to which the Company is a party are of a type which the
          Luxembourg courts would treat as valid and binding. It does not mean
          that these obligations will necessarily be enforced in all
          circumstances in accordance with their terms, as to which reference is
          made to the other qualifications expressed in this opinion and to the
          fact that a remedy such as specific performance or the issue of an
          injunction or a remedy such as termination for breach of contract are
          discretionary. In particular, notwithstanding any agreement purporting
          to confer the availability of any remedy, such remedy may not be
          available where damages instead of specific performance or specific
          performance instead of termination for breach of contract are
          considered by the court to be an adequate alternative remedy;

     7.7  a contractual provision conferring or imposing a remedy, an obligation
          or penalty consequent upon default may not be fully enforceable if it
          were construed by a Luxembourg court as constituting an excessive
          pecuniary remedy;

     7.8  a Luxembourg court may refuse to give effect to a purported
          contractual obligation to pay costs imposed upon another party in
          respect of the costs of any unsuccessful litigation brought against
          that party before a Luxembourg court and a Luxembourg court may not
          award by way of costs all of the expenditure incurred by a successful
          litigant in proceeding brought before such court;

     7.9  with respect to provisions under which determination of circumstances
          or certification by any party is stated or implied to be conclusive
          and binding upon the Company, a Luxembourg court would be authorised
          to examine whether such determination occurred in good faith;

     7.10 with respect to subordination provisions contained in the Agreements,
          there is, to our knowledge, no Luxembourg case law or legal doctrine
          on the validity and enforceability (under Luxembourg law) thereof. It
          is our opinion that Luxembourg courts should admit the validity and
          enforceability of such provisions establishing contractual
          arrangements to the extent that they do not grant to a particular
          creditor a better rank in the distribution of the debtor's assets by
          impairing the rights of the other creditors, unless said creditors
          have expressly agreed to their rights being impaired. The principle of
          pari passu treatment of creditors should not be construed

                                                                               8

          so as to prohibit one or more creditors to limit, or renounce to,
          their rights in the sense that they dispose of their own rights
          without altering other creditors' rights

     7.11 if a court would conclude that the transaction was not in the best
          corporate interest and would decide that it constitutes a misuse of
          corporate assets and credit of the Company ("abus des biens et du
          credit de la societe"), then the validity and enforceability of the
          obligations of the Company under the Agreements may be affected by
          such decision;

     7.12 claims may become barred under the statute of limitations or may be or
          become subject to defences of set-off or counterclaim;

     7.13 the Luxembourg courts would not apply a chosen foreign law if the
          choice was not made bona fide and/or if:

          -    the foreign law was not pleaded and proved; or

          -    if pleaded and proved, such foreign law would be contrary to the
               mandatory rules of Luxembourg law or manifestly incompatible with
               Luxembourg international public policy or public order;

     7.14 Luxembourg court may refuse to apply the chosen governing law:

          -    if all elements of the matter are localised in a country other
               than the jurisdiction of the chosen governing law in which case
               it may apply the imperative laws of that jurisdiction; or

          -    if the agreement has a strong connection to another jurisdiction
               and certain laws of that jurisdiction are applicable regardless
               of the chosen governing law ("lois de police"), in which case it
               may apply those laws; or

          -    if a party is subject to insolvency proceedings, in which case it
               apply the insolvency laws of the jurisdiction in which such
               insolvency proceedings have been regularly opened to the effects
               of such insolvency;

     7.15 notwithstanding the jurisdiction clause contained in the Agreements,
          Luxembourg courts would have in principle jurisdiction for any
          conservatory or provisional action in connection with assets located
          in Luxembourg and such action would most likely be governed by
          Luxembourg law;

                                                                               9

     7.16 the admissibility as evidence of the Agreements before a Luxembourg
          court or public authority to which the Agreements are produced may
          require that the Agreements be accompanied by a complete or partial
          translation in the French or German language;

     7.17 although such orders are rarely made in practice, Luxembourg courts
          may require the prior registration of the Agreements, or any other
          document if they were to be produced in a Luxembourg court action, in
          which case a registration duty would become payable;

     7.18 no opinion is given as to whether the performance of the Agreements
          would cause any borrowing limits, debt/equity ratios, prudential,
          regulatory or other applicable ratios or borrowing limits to be
          exceeded or as to the consequences thereof;

     7.19 other than as referred to in paragraph 6, no opinion is expressed on
          any tax consequences of the transactions considered;

     7.20 no opinion is expressed or implied in relation to the accuracy of any
          representation or warranty given by or concerning any of the parties
          to the Agreements (to the extent such representation or warranty
          relates to factual matters and legal matters other than those covered
          in this legal opinion) or whether such parties or any of them have
          complied with or will comply with any covenant or undertaking given by
          them or the terms and conditions of any obligations binding upon them;

     7.21 a severability clause may be ineffective if a Luxembourg court
          considers that the illegal, invalid or unenforceable clause was a
          substantive or material clause;

     7.22 as regards the enforcement in Luxembourg of a civil or commercial
          judgement delivered in a court of a state different from the Signatory
          States of the Brussels or the Lugano Convention which is expressed to
          have jurisdiction in the Agreements (the "Court"), such enforcement
          would make it necessary to commence recognition and enforcement
          proceedings before the Luxembourg courts and, in this respect, (i) the
          enforceable nature of such judgement, (ii) the international
          jurisdiction of the Court in light of the Luxembourg applicable rules,
          (iii) the jurisdiction of the Court in light of its own domestic
          applicable rules, (iv) the application of the appropriate law as
          determined by the Luxembourg rules of conflict of laws, (v) the
          compliance with the rules of procedure as determined by the law
          applicable to the Court and (vi) the compliance of such judgement with
          Luxembourg public order ("ordre public") would be examined;

     7.23 we express no opinion as regards the enforceability of any security
          interest (including any guarantee) in the Agreements in case the
          security interest was called in an abusive manner.

                                                                              10

     8.   This opinion is given to you for use in connection with the above
          transaction. It may not be relied upon by any other person than you or
          used for any other purpose and neither its contents nor its existence
          may be disclosed without our written consent, save that its delivery
          may be referred to as a condition of the closing, it may be disclosed
          to (but may not be relied upon by) your legal advisors and it may be
          filed as an exhibit to the Registration Statement..


          This opinion pertains exclusively to matters of Luxembourg law, is
          governed by Luxembourg law and Luxembourg courts shall have exclusive
          jurisdiction thereon.



                                                            Sincerely yours,


                                                       /s/ BONN SCHMITT STEICHEN

                                                         BONN SCHMITT STEICHEN

EX-5.6

                                                                     Exhibit 5.6



                               DR. BENYI E. LASZLO
                                    LAW FIRM
- --------------------------------------------------------------------------------

STATS CHIPPAC LTD.                                      BUDAPEST, MARCH 22, 2005
STATS CHIPPAC, INC.
STATS CHIPPAC TEST SERVICES, INC.
STATS HOLDINGS LIMITED
CHIPPAC INTERNATIONAL COMPANY LIMITED
STATS CHIPPAC (BARBADOS) LTD.
CHIPPAC LUXEMBOURG S.A.R.L.
CHIPPAC LIQUIDITY MANAGEMENT HUNGARY
   LIMITED LIABILITY COMPANY
STATS CHIPPAC (BVI) LIMITED
STATS CHIPPAC MALAYSIA SDN. BHD.
STATS CHIPPAC KOREA LTD.
C/O 10 ANG MO KIO STREET 65
#05-17/20TECHPOINT
SINGAPORE 569059




Dear Sirs,

RE: OPINION OF COUNSEL FOR CHIPPAC LIQUIDITY MANAGEMENT HUNGARY LIMITED
LIABILITY COMPANY

I, the undersigned, Dr. Laszlo E. Benyi, have acted as special Hungarian counsel
to STATS ChipPAC Ltd., a corporation organized under the laws of the Republic of
Singapore ("Parent"), and ChipPAC Liquidity Management Hungary Limited Liability
Company, a corporation organized under the laws of Hungary ("ChipPAC Hungary"),
in connection with certain transactions contemplated in, among others, the
following instruments:

     (a)  indenture dated as of November 18, 2004 (the "Indenture") among Parent
          as issuer and U.S. Bank National Association as trustee (the
          "Trustee"), with respect to the issuance of Parent's 6 3/4% Senior
          Notes due 2011 with an aggregate principal amount of US$ 215,000,000
          are being registered under the Securities Act of 1933, governed by New
          York law;

     (b)  the form of Offer to Exchange all outstanding 6 3/4% Senior Notes due
          2011 with an aggregate principal amount of US$ 215,000,000 for 6 3/4%
          Senior Notes due 2011 with an aggregate principal amount of US$
          215,000,000 which have been registered under the Securities Act of
          1933 of STATS ChipPAC Ltd. (the "Exchange Notes");

     (c)  the form of Letter of Transmittal for 6 3/4% Senior Notes due 2011 of
          STATS ChipPAC Ltd.;

     (d)  the form of Notice of Guaranteed Delivery for 6 3/4% Senior Notes due
          2011 of STATS ChipPAC Ltd.;

     (e)  Subsidiary Guarantee Agreement dated as of November 18, 2004
          ("Subsidiary Guarantee Agreement") among Parent, ChipPAC Hungary, the
          other guarantors party thereto, including the notation of guarantee
          with respect thereto (the "Exchange Note Subsidiary Guarantee");

     (f)  the form of the Exchange Note Subsidiary Guarantee to be issued
          pursuant to the Indenture and the Subsidiary Guarantee Agreement;

     (g)  Form F-4 Registration Statement under the Securities Act of 1933 as
          filed with the Securities and Exchange Commission on March 22, 2005
          ("Registration Statement"); and

     (h)  the form of the Support Certificate dated as of March 18, 2005
          ("Support Certificate").

(the Offer to Exchange, the Letter of Transmittal, the Notice of Guaranteed
Delivery, the Subsidiary Guarantee Agreement, the Exchange Note Subsidiary
Guarantee, the Registration Statement and the Support Certificate collectively,
the "TRANSACTION DOCUMENTS").


1.   BASIS OF OPINION

1.1  This opinion is limited to the matters specifically mentioned below and is
     issued to you only for the purposes set out above and is not to be read as
     extending, by implication or otherwise, to any other matters. In
     particular, we give no opinions as to matters of fact (except matters,
     which are the express subject of our opinion set out below).

1.2  This opinion is confined to and given on the basis of Hungarian law as
     currently applied by the Hungarian Courts and will be construed in
     accordance with Hungarian law. We have made no independent investigation
     and do not express or imply any opinion as to the laws of any other
     jurisdiction and we have assumed, without enquiry, that there is nothing in
     the laws of any such other jurisdiction which would or might affect our
     opinion as stated herein.


2.   ASSUMPTIONS

     In rendering this opinion we have assumed, without independent verification
     on our part:

     (a)  the authenticity of all documents and instruments submitted to us as
          originals;

     (b)  the completeness and conformity to original documents and instruments
          of all photocopies submitted to us as copies of originals;

     (c)  the genuineness of all signatures and sales or stamps on documents and
          instruments submitted to us;

     (d)  the documents and instruments, save and except the Agreements, have
          been duly executed by the persons duly authorized to do so;

     (e)  that the documents and instruments presented to us only in draft form
          are in full conformity with final, executed documents;


                                                                               2
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                          1012 BUDAPEST, ATTILA UT 133.
                    TEL.: +36-1-457-0884 FAX: +36-1-457-8155
                             E-MAIL: LBENYI@BENYI.HU

     (f)  that the execution, delivery and performance of the Transaction
          Documents and all other documents and instruments relating thereto
          have been authorized by the parties thereto other than ChipPAC Hungary
          and that the Transaction Documents and the related documents, have
          been validly executed and delivery by the parties thereto other than
          ChipPAC Hungary, and that each of the Transaction Documents and
          related documents constitutes legal, valid and binding obligations
          enforceable under the laws of governing jurisdiction against the
          parties thereto other than ChipPAC Hungary in accordance with their
          respective terms;

     (g)  resolution of collegiate bodies have been duly passed at property
          convened meetings of such bodies, and

     (h)  all other actions, proceedings and the like contemplated by the
          Transaction Documents and the related documents were properly made,
          followed or carried out.


3.   RESERVATIONS

     Our opinion is subject to the following reservations:

3.1  The description of obligations as "enforceable" refers to the legal
     character of the obligations in question, i.e. that they are of a character
     which Hungarian law recognises and enforces. It does not mean that the
     Transaction Documents will be enforced in all circumstances or that any
     particular remedy will be available. Equitable remedies, such as specific
     performance and injunction, are at the discretion of the Court and may not
     be available.

3.2  The obligations of ChipPAC Hungary are subject to all insolvency,
     bankruptcy, liquidation, reorganization, moratorium, examinership, statutes
     of limitation, set-off and other similar laws affecting creditors' rights
     generally.


4.   OPINION

     Based upon the examined documents subject to the assumptions, reservations
     above and qualifications hereinafter set forth, we are of the opinion that:

4.1  ChipPAC Hungary (i) is duly registered and (ii) validly existing as a
     limited liability company in good standing under Hungarian Law and (b) has
     all requisite corporate power and authority to carry on its business as it
     is currently being conducted.

4.2  ChipPAC Hungary has all requisite corporate power and authority to execute,
     deliver and perform its obligations under the Subsidiary Guarantee
     Agreement and to consummate the transactions contemplated thereby.

4.3  The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Notes
     has been duly authorized, executed and delivered by ChipPAC Hungary in
     accordance with the terms of the Indenture and the Subsidiary Guarantee
     Agreement, and if and when issued upon consummation of the Exchange Offer
     as set forth in the Registration


                                                                               3
- -----------------------------------------------------------------------------

                          1012 BUDAPEST, ATTILA UT 133.
                    TEL.: +36-1-457-0884 FAX: +36-1-457-8155
                             E-MAIL: LBENYI@BENYI.HU

     Statement, the Exchange Note Subsidiary Guarantee will be the legal, valid
     and binding obligations of ChipPAC Hungary which issued such Exchange Note
     Subsidiary Guarantee, enforceable against ChipPAC Hungary in accordance
     with its terms and entitled to the benefits of the Indenture and the
     Subsidiary Guarantee Agreement.

4.4  The Subsidiary Guarantee Agreement has been duly executed, authorized and
     delivered and constitutes the valid and legally binding obligations of
     ChipPAC Hungary.


                                       ***

This opinion has been prepared at your specific request; it is for your use and
we consent to the filing of this opinion as an exhibit to the Registration
Statement.



Faithfully yours,


/s/ Dr. Laszlo E. Benyi
- ---------------------------
Dr. Laszlo E. Benyi
Attorney at law


                                                                               4
- -----------------------------------------------------------------------------

                          1012 BUDAPEST, ATTILA UT 133.
                    TEL.: +36-1-457-0884 FAX: +36-1-457-8155
                             E-MAIL: LBENYI@BENYI.HU

EX-5.7

                                                                     Exhibit 5.7



                [On the letterhead of Azim, Tunku Farik & Wong]




March 22, 2005                                                          9.1396.3

To:  STATS ChipPAC Ltd.
STATS ChipPAC, Inc.
STATS ChipPAC Test Services, Inc.
STATS Holdings Limited
ChipPAC International Company Limited
STATS ChipPAC (Barbados) Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
    Limited Liability Company
STATS ChipPAC (BVI) Limited
STATS ChipPAC Malaysia Sdn. Bhd.
STATS ChipPAC Korea Ltd.
  c/o STATS ChipPAC Ltd.
    10 Ang Mo Kio Street 65
    #05-17/20 Techpoint
    Singapore 569059

     Dear Sirs,

     Re: STATS Chippac Malaysia Sdn. Bhd. ("Guarantor")
     as guarantor of US$215.0 million 6 3/4% Exchange Notes due 2011

        -----------------------------------------------------------------

     We have acted as Malaysian legal advisers for the Guarantor in connection
with the guarantee (the "Guarantee") by the Guarantor of the notes issued
pursuant to the indenture dated November 18, 2004 ("Indenture") between STATS
ChipPac Ltd. ("Issuer"), a company organised under the laws of the Republic of
Singapore, and U.S. Bank National Association, as trustee (the "Trustee"), and
the transactions related thereto.

AZIM, TUNKU FARIK & WONG             - 2 -                        MARCH 22, 2005


2.   This opinion is rendered in relation to the Guarantee of the Exchange Notes
by the Guarantor pursuant to the Issuer's offer to exchange ("Exchange Offer")
an aggregate principal amount at maturity of up to $215,000,000 of its 6 3/4%
Senior Notes due 2011 issued on November 18, 2004 which have not been registered
under the United States Securities Act of 1933, as amended (the "Securities
Act") for US$215.0 million aggregate principal amount of 6 3/4% Senior Notes due
2011 ("Exchange Notes") to be registered under the Securities Act and the
execution and filing of the Form F-4 Registration Statement to which the
Guarantor is a party, in respect of the Exchange Notes.

3.   We have examined the following documents:

(a)  a signed copy of the Indenture;

(b)  the form of the Exchange Note to be issued by the Issuer pursuant to the
     Indenture;

(c)  the form of the Exchange Note Guarantee to be issued pursuant to the
     Indenture and the Subsidiary Guarantee Agreement;

(d)  a copy of the Registration Statement filed with the Securities and Exchange
     Commission; and

(e)  a signed copy of the Subsidiary Guarantee Agreement dated November 18, 2004
     between the Issuer, the Guarantor, the other guarantors named therein and
     the Trustee.

4.   In the examination of the above documents, we have assumed:-

(a)  the genuineness of all signatures, stamps and seals, the conformity to the
     original of all documents submitted to us as forms of originals,
     photocopies, facsimile or electronic copies;

(b)  the correctness of all facts stated therein;

(c)  the parties to the Subsidiary Guarantee Agreement (other than the
     Guarantor) have each executed each of the aforesaid documents to which they
     are a party;

(d)  the parties to the Subsidiary Guarantee Agreement (other than the
     Guarantor) each have all requisite power and authority and have taken all
     necessary actions to authorize each to enter into each of the aforesaid
     documents to which they are a party and to deliver and effect the
     transactions provided therein and that the same constitute legal, valid and
     binding

AZIM, TUNKU FARIK & WONG             - 3 -                        MARCH 22, 2005


     obligations of each of the parties thereto (other than the Guarantor)
     enforceable in accordance with their respective terms under the laws of New
     York;

(e)  the execution of the Subsidiary Guarantee Agreement and the consummation of
     the transactions provided for therein do not contravene any applicable law
     of any jurisdiction (other than in respect of the laws of Malaysia); and

(f)  that all authorizations, consents and approvals required from any
     governmental or other authorities outside Malaysia and all other
     requirements outside Malaysia for the legality, validity and enforceability
     of the Subsidiary Guarantee Agreement have been duly obtained and fulfilled
     and are and will remain in full force and effect and that all conditions to
     which they are subject have been satisfied.

5.   Based upon the foregoing assumptions, the examination of the documents
referred to in paragraph 3 hereof and subject to the qualifications set forth
below, we are of the opinion that:-

(a)  the Guarantor is a company duly incorporated and is validly existing under
     the laws of Malaysia;

(b)  the Guarantor has the corporate power and capacity to enter into and
     perform its obligations under the Subsidiary Guarantee Agreement;

(c)  the Exchange Note Guarantee to be endorsed on the Exchange Notes has been
     duly authorized, executed and delivered by the Guarantor in accordance with
     the terms of the Indenture and the Subsidiary Guarantee Agreement, and if
     and when issued upon consummation of the Exchange Offer as set forth in the
     Registration Statement, the Exchange Note Guarantee will be legal, valid
     and binding obligations of the Guarantor which issued such Exchange Note
     Guarantee enforceable against the Guarantor in accordance with its terms
     and entitled to the benefits of the Indenture and the Subsidiary Guarantee
     Agreement subject to applicable bankruptcy, insolvency, moratorium,
     fraudulent transfer and similar laws affecting creditors' rights and
     remedies generally and laws on limitation periods, defences of set-off,
     counterclaims and to general principles of equity; and

(d)  the Subsidiary Guarantee Agreement has been duly executed, authorized and
     delivered and constitutes the valid and legally binding obligation of the
     Guarantor.

6.   Our opinion is also qualified to the extent that:-

AZIM, TUNKU FARIK & WONG             - 4 -                        MARCH 22, 2005


(a)  a court of Malaysia may treat provisions in the Indenture and/or the
     Subsidiary Guarantee Agreement relating to default interest or liquidated
     damages if the same exist as penalties and may award only such compensation
     as it deems fit in lieu thereof;

(b)  provisions on severability may not be effective - it will depend on the
     nature and extent of the illegality, invalidity or unenforceability in
     question;

(c)  in the event that the Subsidiary Guarantee Agreement is executed in
     Malaysia the requisite stamp duty must be fully paid. In the event that
     said documents are executed outside Malaysia, the said documents have to be
     stamped within thirty (30) days after the said documents have first been
     brought into Malaysia before it can be adduced as evidence in Malaysia; and

(d)  this opinion is limited to the laws of Malaysia of general application at
     the date hereof as currently applied by the courts of Malaysia and is given
     on the basis that it will be governed by and construed in accordance with
     the laws of Malaysia. We express no opinion as to any laws other than the
     laws of Malaysia.

7.   This opinion may be relied upon by your advisers and your successors only
in relation to the transaction specified above and we consent to the filing of
this opinion as an exhibit to the Registration Statement. Save for the foregoing
this opinion shall not be transmitted delivered to nor relied on by any other
person nor read as an opinion with respect to any other matter or used for any
other purpose or quoted or referred to in any public document filed with anyone.


Yours faithfully,



/s/ Edmund Liew Yin Chiang
- ---------------------------------
Edmund Liew Yin Chiang
For and on behalf of
Azim, Tunku Farik & Wong

EX-5.8

                                                                     Exhibit 5.8



                           [KIM, SHIN & YU LETTERHEAD]


                                                                  March 21, 2005

To:  STATS ChipPAC Ltd.
     STATS ChipPAC, Inc.
     STATS ChipPAC Test Services, Inc.
     STATS Holdings Limited
     ChipPAC International Company Limited
     STATS ChipPAC (Barbados) Ltd.
     ChipPAC Luxembourg S.a.R.L.
     ChipPAC Liquidity Management Hungary
           Limited Liability Company
     STATS ChipPAC (BVI) Limited
     STATS ChipPAC Malaysia Sdn. Bhd.
     STATS ChipPAC Korea Ltd.
     c/o STATS ChipPAC Ltd.
     10 Ang Mo Kio Street 65
     #05-17/20 Techpoint
     Singapore 569059

Dear Ladies and Gentlemen:

We have acted as special counsel in the Republic of Korea ("Korea") to STATS
ChipPAC Korea Ltd., a Korean company (yuhan hoesa) incorporated under the laws
of Korea ("SCPK"), in connection with:

     (i)    the Purchase Agreement regarding the 6.75% Senior Notes (the
            "Notes") due 2011 of STATS ChipPAC Ltd. (the "Issuer") among the
            Issuer, SCPK, the other guarantors named therein and initial
            purchasers named therein, dated as of November 5, 2004 (the
            "Purchase Agreement");

     (ii)   the Subsidiary Guarantee Agreement related to the Purchase Agreement
            among the Issuer, SCPK, the other guarantors named therein and the
            Trustee dated as of November 18, 2004, including the notation of
            Guarantee with respect thereto (the "Exchange Note Subsidiary
            Guarantee")

     (iii)  the Indenture among the Issuer and the Trustee dated November 18,
            2004 (the "Indenture"); and



PAGE 2                                                            KIM, SHIN & YU


     (iv) the Registration Rights Agreement among the Issuer, SCPK, the other
          guarantors named therein and initial purchasers named therein, dated
          as of November 18, 2004 (the foregoing (i), (ii), (iii) and (iv)
          collectively, the "Transaction Documents").

All capitalized terms used herein and not otherwise defined herein shall have
the meanings defined in the Purchase Agreement, including those terms
incorporated by reference therein to another document.

For the purposes of rendering the following opinions, we have examined the
following documents:
     (a)  the filing and approval by the Bank of Korea of the guarantee related
          to the Subsidiary Guarantees dated as of November 18, 2004;
     (b)  the Articles of Incorporation of SCPK;
     (c)  a certified copy of commercial registry extract pertaining to SCPK;
     (d)  Minutes of the meeting of the Board of Directors of SCPK held on
          November 18, 2004 at which resolutions were adopted with respect to
          the transactions contemplated by the Transaction Documents to which it
          is a party;
     (e)  the Transaction Documents; and
     (f)  the final offering memorandum of the Issuer with respect to the Notes
          dated November 5, 2004 (the "Offering Memorandum").

The documents listed in (a) through (f) above are referred to herein
collectively as the "Relevant Documents". In addition, we have examined such
other documents as we have deemed relevant or necessary for giving this opinion.

In examining the documents described herein, we have assumed the genuineness of
all signatures, stamps and seals, the authenticity of all documents submitted to
us as originals, the conformity to the originals of all documents submitted to
us as forms of originals or photostat copies and the accuracy and completeness
of all factual representations made in certificates and other documents. As to
any other matters of fact, we have relied on certificates and statements of
officers and other representatives of SCPK.

For the purpose of this opinion, we have assumed that each party to the
Transaction Documents as defined above (other than SCPK) has all requisite power
and authority, and has taken all necessary actions to authorize it to enter into
the Transaction Documents to which it is a party and to deliver and effect the
transactions provided for therein, that each of the Transaction

PAGE 3                                                            KIM, SHIN & YU


Documents constitutes legal, valid and binding obligations of each of the
parties thereto (other than SCPK) enforceable in accordance with their
respective applicable law of any jurisdiction (other than the laws of Korea) and
that the execution of the Transaction Documents and the consummation of the
transactions provided for therein do not contravene any applicable law of any
jurisdiction (other than the laws of Korea).

Based on the foregoing and subject to the qualifications set forth below and
with regard to such legal considerations as we have deemed relevant, it is our
opinion that:

1.   SCPK has been duly incorporated or organized and is validly existing as a
     company or entity, and is in good standing, under the laws of Korea.

2.   SCPK has the corporate power and capacity to execute, deliver and perform
     its obligations under the Subsidiary Guarantee Agreement and Exchange Note
     Subsidiary Guarantee.

3.   The Exchange Note Subsidiary Guarantee to be endorsed on the Exchange Notes
     have been duly authorized, executed and delivered by each of SCPK in
     accordance with the terms of the Indenture and the Subsidiary Guarantee
     Agreement, and if and when issued upon consummation of the Exchange Offer
     as set forth in the Registration Statement, the Exchange Note Subsidiary
     Guarantee will be the legal, valid and binding obligations of SCPK which
     issued such Exchange Note Subsidiary Guarantee, enforceable against SCPK in
     accordance with its terms and entitled to the benefits of the Indenture and
     the Subsidiary Guarantee Agreement.

4.   The Subsidiary Guarantee Agreement has been duly executed, authorized and
     delivered and constitutes the valid and legally binding obligations of
     SCPK.

Our opinion is subject to the following qualifications and assumptions:

(a)  Nothing herein should be taken as indicating that the remedies of specific
     performance or injunction (being in some instances discretionary remedies
     of the court) would necessarily be available with respect to any particular
     provision of the Transaction Documents in any particular instance.

(b)  This opinion is given with respect to the laws of Korea and we neither pass
     upon nor express any opinion with respect to those matters governed by or
     construed in

PAGE 4                                                            KIM, SHIN & YU


     accordance with the laws of any jurisdiction other than Korea.

(d)  The enforceability of the Transaction Documents is subject to the effect of
     bankruptcy, insolvency, reorganization, moratorium, and other similar laws
     now or hereafter in effect relating to or affecting the rights of creditors
     generally.

(e)  The enforceability of provisions of the Transaction Documents may also be
     affected or limited by the general principle of good morals and social
     order and the general principle of good faith and fairness provided for in
     the Civil Code of Korea.

(f)  The enforceability of provisions of the Transaction Documents releasing or
     exculpating a party from, or requiring indemnification of a party for,
     liability for its own action or inaction may be limited or affected where
     the action or inaction involves unlawful conduct, willful misconduct or
     gross negligence.

(g)  Korean courts may exercise judicial discretion in determining such matters
     as conclusiveness of certificates, extent of damages and entitlement to
     attorneys' fees and other costs.

(h)  Under the Foreign Exchange Transaction Law of Korea, the Minister of
     Finance and Economy has the authority to take certain measures, such as
     imposing a temporary suspension of payment, if he deems it necessary due to
     circumstances such as the occurrence of natural calamity, war, armed
     conflict, grave and sudden changes in domestic and foreign economic
     conditions, and may take certain measures, such as imposing the obligation
     to obtain prior approval for payment, if he deems it necessary due to the
     existence or likelihood of serious difficulties with international payments
     and international finance or serious obstacles to currency, exchange rate
     and other macroeconomic policies. Such measures should not exceed six
     months absent exceptional circumstance and should be cancelled without
     delay when the grounds for such measures cease to exist. To date, the
     Minister of Finance and Economy has not exercised this authority and no
     special measures suspending or restricting payments are in force pursuant
     to this authority.

This opinion is limited to the matters addressed herein and is not to be read as
an opinion with respect to any other matter.

PAGE 5                                                            KIM, SHIN & YU


The foregoing opinion may not be relied upon except by the addressees and their
successors and permitted assigns and participants without our prior written
approval. In addition, we consent to the filing of this opinion as an exhibit to
the Registration Statement.

                                             Very truly yours,

                                             /s/ Kim, Shin & Yu
- ---------------------------------------------

- ---------------------------------------------
                                             Kim, Shin & Yu
PKT/TPP/JJH/CJS

EX-12.1

Ex-12.1 Computation of Ratio of Earnings

EX-12.2

Exhibit 12.2

STATS ChipPac, Inc. historical
Ratio of earnings to fixed charges

												Six months ended
	Fiscal Year Ended December 31,											30 June,
	2000		2001			2002			2003			2003			2004
Income (loss) before income tax		15,670		(91,158	)		(26,855	)		(26,781	)		(13,126	)		5,946
Add
Interest expense, including amortization of debt issuance cost		39,432		37,214			31,986			30,887			14,890			15,566
Portion of interest expense within operating leases representative of interest factor		1,767		2,107			1,930			2,320			1,136			1,202
Earnings as adjusted		56,869		(51,837	)		7,061			6,426			2,900			22,714
Fixed charges
Interest expense, including amortization of debt issuance cost		39,432		37,214			31,986			30,887			14,890			15,566
Portion of interest expense within operating leases representative of interest factor		1,767		2,107			1,930			2,320			1,136			1,202
		41,199		39,321			33,916			33,207			16,026			16,768
Ratio of earnings to fixed charges		1.4		—			—			—			—			1.4
Deficiency of earnings to cover fixed charges		—		(91,158	)		(26,855	)		(26,781	)		(13,126	)		—

EX-23.1

                                                                    Exhibit 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

We hereby consent to the inclusion and incorporation by reference in this
Registration Statement on Form F-4 and the related prospectus of STATS ChipPAC
Ltd., of our report dated March 11, 2005 relating to the financial statements,
which appears in STATS ChipPAC Ltd.'s Annual Report on Form 20-F for the year
ended December 31, 2004.  We also consent to the references to us under the
heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers

PricewaterhouseCoopers
Singapore
March 21, 2005

EX-23.2

                                                                    Exhibit 23.2



                KPMG                               Telephone     +65 6213 3388
                16 Raffles Quay #22-00             Fax           +65 6225 0984
                Hong Leong Building                Internet      www.kpmg.com.sg
                Singapore 048581






            Consent of Independent Registered Public Accounting Firm

The Board of Directors
STATS ChipPAC Ltd.:

We consent to the use of our report included and incorporated by reference in
the registration statement on Form F-4 of STATS ChipPAC Ltd. to be filed on or
about March 21, 2005, of our report dated February 6, 2004, with respect to the
consolidated balance sheet of ST Assembly Test Services Ltd and subsidiaries as
of December 31, 2003, and the related consolidated statements of operations,
comprehensive loss, shareholders' equity and cash flows for each of the two
years in the period ended December 31, 2003, which report appears herein and in
the December 31, 2004, annual report on Form 20-F of STATS ChipPAC Ltd.

We consent to the reference to our firm under the heading "Experts" in the
registration statement.



/s/ KPMG
Singapore
March 21, 2005

EX-23.3

                                                                    Exhibit 23.3



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------


We hereby consent to the inclusion in this Registration Statement on Form F-4
and the related prospectus of STATS ChipPAC, Ltd of our report dated February
19, 2004, except for Note 20, as to which the date is December 9, 2004, relating
to the financial statements of ChipPAC, Inc. for the year ended December 31,
2003. We also consent to the inclusion of our report dated February 19, 2004
relating to the financial statement schedule, which appears in ChipPAC Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2003. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.




/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

San Jose, California
March 16, 2005

EX-25.1

                                                                    Exhibit 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           __________________________

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

              _____________________________________________________

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)


                                   31-0841368
                       I.R.S. Employer Identification No.


            800 Nicollet Mall
         Minneapolis, Minnesota                          55402
- --------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)


                               Lori-Anne Rosenberg
                         U.S. Bank National Association
                              60 Livingston Avenue
                               St. Paul, MN 55107
                                 (651) 495-3909
            (Name, address and telephone number of agent for service)

                               STATS ChipPAC Ltd.
                     (Issuer with respect to the Securities)


         Republic of Singapore                        Not Applicable
- --------------------------------------------------------------------------------
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)


   10 Ang Mo Kio Street 65                              569059
   #05-17/20 Techpoint
   Singapore
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)



                          6-3/4% SENIOR NOTES DUE 2011
                   GUARANTEES OF 6-3/4% SENIOR NOTES DUE 2011
                      (TITLE OF THE INDENTURE SECURITIES)

================================================================================



                                   FORM T-1

ITEM 1.     GENERAL INFORMATION. Furnish the following information as to the
            Trustee.

            a)   Name and address of each examining or supervising authority
                 to which it is subject.

                      Comptroller of the Currency
                      Washington, D.C.

            b)   Whether it is authorized to exercise corporate trust powers.

                      Yes

ITEM 2.     AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
            Trustee, describe each such affiliation.

                 None


ITEMS 3-15  Items 3-15 are not applicable because to the best of the Trustee's
            knowledge, the obligor is not in default under any Indenture for
            which the Trustee acts as Trustee.

ITEM 16.    LIST OF EXHIBITS: List below all exhibits filed as a part of this
            statement of eligibility and qualification.


            1.   A copy of the Articles of Association of the Trustee.*

            2.   A copy of the certificate of authority of the Trustee to
                 commence business.*

            3.   A copy of the certificate of authority of the Trustee to
                 exercise corporate trust powers.*

            4.   A copy of the existing bylaws of the Trustee.*

            5.   A copy of each Indenture referred to in Item 4. Not applicable.

            6.   The consent of the Trustee required by Section 321(b) of the
                 Trust Indenture Act of 1939, attached as Exhibit 6.

            7.   Report of Condition of the Trustee as of December 31, 2004
                 published pursuant to law or the requirements of its
                 supervising or examining authority, attached as Exhibit 7.

- ---------------
* Incorporated by reference to Registration Number 333-67188.


                                       2




                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.



                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of St. Paul, State of Minnesota on the 10th of March, 2005.


                                     By: /s/ Lori-Anne Rosenberg
                                         ---------------------------------------
                                         Lori-Anne Rosenberg
                                         Vice President




By: /s/ Richard H. Prokosch
    ---------------------------------------
    Richard H. Prokosch
    Vice President









                                       3




                                    EXHIBIT 6

                                     CONSENT


     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated: March 10, 2005

                                     By: /s/ Lori-Anne Rosenberg
                                         ---------------------------------------
                                         Lori-Anne Rosenberg
                                         Vice President




By: /s/ Richard H. Prokosch
    ---------------------------------------
    Richard H. Prokosch
    Vice President









                                       4



                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2004

                                    ($000'S)



                                                                     12/31/2004
                                                                   -------------
                                                                
ASSETS
   Cash and Due  From Depository Institutions                      $   6,340,324
   Federal Reserve Stock                                                       0
   Securities                                                         41,160,517
   Federal Funds                                                       2,727,496
   Loans & Lease Financing Receivables                               122,755,374
   Fixed Assets                                                        1,791,705
   Intangible Assets                                                  10,104,022
   Other Assets                                                        9,557,200
                                                                   -------------
      TOTAL ASSETS                                                 $ 194,436,638

LIABILITIES
   Deposits                                                        $ 128,301,617
   Fed Funds                                                           8,226,759
   Treasury Demand Notes                                                       0
   Trading Liabilities                                                   156,654
   Other Borrowed Money                                               25,478,470
   Acceptances                                                            94,553
   Subordinated Notes and Debentures                                   6,386,971
   Other Liabilities                                                   5,910,141
                                                                   -------------
   TOTAL LIABILITIES                                               $ 174,555,165

EQUITY
   Minority Interest in Subsidiaries                               $   1,016,160
   Common and Preferred Stock                                             18,200
   Surplus                                                            11,792,288
   Undivided Profits                                                   7,054,825
                                                                   -------------
      TOTAL EQUITY CAPITAL                                         $  19,881,473

TOTAL LIABILITIES AND EQUITY CAPITAL                               $ 194,436,638



To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.


U.S. BANK NATIONAL ASSOCIATION


By: /s/ Lori-Anne Rosenberg
    ---------------------------------------
    Vice President



Date:  March 10, 2005


                                       5

EX-99.1

Exhibit 99.1

OFFER TO EXCHANGE

ALL OUTSTANDING

6³/4% SENIOR NOTES DUE 2011

WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT

FOR 6³/4% SENIOR NOTES DUE 2011

REGISTERED UNDER THE SECURITIES ACT

OF

STATS CHIPPAC LTD.

, 2005

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

      We are enclosing herewith an offer by STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”), to exchange (the “Exchange Offer”) its 6³/4% Senior Notes due 2011 (the “New Notes”) which are registered under the Securities Act of 1933, as amended (the “Securities Act”) for all outstanding 6³/4% Senior Notes due 2011 of the Company (the “Old Notes”) which are not registered under the Securities Act, upon the terms and conditions set forth in the accompanying Prospectus dated                     , 2005 (the “Prospectus”) and related Letter of Transmittal and instructions thereto (the “Letter of Transmittal”).

      A Letter of Transmittal is being circulated to holders of Old Notes with the Prospectus. Holders may use it to effect valid tenders of Old Notes. The Exchange Offer also provides a procedure for holders to tender the Old Notes by means of guaranteed delivery.

      Based on an interpretation of the Securities and Exchange Commission (the “Commission”), New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than (i) a broker-dealer who purchased such Old Notes directly from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act or (ii) a person that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holder is acquiring the New Notes in its ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate, in the distribution of the New Notes. Holders of Old Notes wishing to accept the Exchange Offer must represent to the Company that such conditions have been met.

      Each broker-dealer that receives New Notes in exchange for Old Notes held for its own account, as a result of market making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The Prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealer in connection with the resales of New Notes received in exchange for Old Notes. The Company has agreed that, for a period of one year after the date of the Prospectus, it will make the Prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any such resale.

      Notwithstanding any other term of the Exchange Offer, the Company may terminate or amend the Exchange Offer as provided in the Prospectus and will not be required to accept for exchange, or exchange New Notes for, any Old Notes not accepted for exchange prior to such termination.

      The Company reserves the right not to accept tendered Old Notes from any tendering holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws.

      We are asking you to contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Old Notes registered in their own

names. The Company will not pay any fees or commissions to any broker, dealer or other person (other than the Exchange Agent as described in the Prospectus) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. You will, however, be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Company will pay any transfer taxes applicable to the tender of Old Notes to it or its order, except as otherwise provided in the Prospectus and the Letter of Transmittal.

      Enclosed is a copy of each of the following documents:

      1. The Prospectus.

      2. A Letter of Transmittal for your use in connection with the Exchange Offer and for the information of your clients.

      3. A form of letter that may be sent to your clients for whose accounts you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the Exchange Offer.

      4. A form of Notice of Guaranteed Delivery.

      5. A return envelope addressed to U.S. Bank National Association as Exchange Agent at 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Specialized Finance.

      Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2005 unless extended (the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 5:00 p.m., New York City time, on the business day prior to the Expiration Date. The Exchange Offer is not conditioned on any minimum principal amount of Old Notes being tendered.

      To tender Old Notes in the Exchange Offer, certificates for Old Notes (or confirmation of a book-entry transfer into the Exchange Agent’s account at The Depository Trust Company of Old Notes tendered electronically) and a duly executed and properly completed Letter of Transmittal or a facsimile thereof, together with any other required documents, must be received by the Exchange Agent as indicated in the Prospectus.

      If holders desire to tender Old Notes pursuant to the Exchange Offer and (i) certificates representing such Old Notes are not lost but are not immediately available, (ii) time will not permit the Letter of Transmittal, certificates evidencing such Old Notes or other required documents to reach the Exchange Agent prior to the Expiration Date or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such holders may effect a tender of such Old Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedure.” Holders following the guaranteed delivery procedure must still fully complete, execute and deliver the Letter of Transmittal or facsimile thereof.

      The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of the Old Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any provision of any applicable securities law.

      Additional copies of the enclosed material may be obtained from the Exchange Agent by calling (800) 934-6802.

      NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY, THE TRUSTEE OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER OR THE SOLICITATION, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Very truly yours,

2 EX-99.2 24 u92498exv99w2.htm EX-99.2 FORM OF LETTER OF TRANSMITTAL

Exhibit 99.2

LETTER OF TRANSMITTAL

FOR

6³/4% SENIOR NOTES DUE 2011

OF

STATS CHIPPAC LTD.

PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF

ALL OF ITS OUTSTANDING 6³/4% SENIOR NOTES DUE 2011

WHICH HAVE NOT REGISTERED UNDER THE SECURITIES ACT

FOR

6³/4% SENIOR NOTES DUE 2011

REGISTERED UNDER THE SECURITIES ACT

PURSUANT TO THE PROSPECTUS DATED                     , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM., NEW YORK CITY TIME,                         , 2005 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRIOR TO THE EXPIRATION DATE.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: U.S. BANK NATIONAL ASSOCIATION

By Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance By Overnight Courier and By Hand:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

By Facsimile:

U.S. Bank National Association

(651) 495-8158

Attention: Specialized Finance

For Eligible Institutions Only

To Confirm by Telephone:

(800) 934-6802

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

      HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

      By execution hereof, the undersigned acknowledges receipt of the prospectus dated                     , 2005 (the “Prospectus”) of STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”), which, together with this letter of transmittal and the instructions thereto (the “Letter of Transmittal”), constitute the Company’s offer (the “Exchange Offer”) to exchange $1,000 principal amount of its 6³/4% Senior Notes due 2011 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement of which the Prospectus constitutes a part, for each $1,000 principal amount of its outstanding 6³/4% Senior Notes due 2011 (the “Old Notes”) which have not been registered under the Securities Act, upon the terms and subject to the conditions set forth in the Prospectus.

      This Letter of Transmittal is to be used by Holders (as defined below) if: (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of the Old Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under “The Exchange Offer — Procedure for Tendering” by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes (such participants, acting on behalf of Holders are referred to herein, together with such Holders, as “Acting Holders”); or (iii) tender of the Old Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedure,” and, in each case, instructions are being transmitted through the DTC Automated Tender Offer Program (“ATOP”). Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

      The term “Holder” with respect to the Exchange Offer means any person: (i) in whose name Old Notes are registered on the books of the Registrar or any other person who has obtained a properly completed bond power from the registered Holder; or (ii) whose Old Notes are held of record by DTC and who desires to deliver such Old Notes by book-entry transfer at DTC.

      The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

      All capitalized terms used herein and not defined shall have the meaning ascribed to them in the Prospectus.

      The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 8 herein.

      List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof.

DESCRIPTION OF OLD NOTES
	Certificate	Aggregate
Name(s) and Address(es) of Holder(s)	Number(s)*	Principal Amount
(Please fill in if blank)	(Attach signed list	Tendered (if less
	if necessary)	than all)**
Total Principal Amount of Old Notes Tendered
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Old Notes listed. See Instruction 2.

2

  o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

 Name of Tendering Institution: 

 DTC Book-Entry Account No.: 

 Transaction Code No.: 

          If Holders desire to tender Old Notes pursuant to the Exchange Offer and (i) certificates representing such Old Notes are not lost but are not immediately available, (ii) time will not permit this Letter of Transmittal, certificates representing such Old Notes or other required documents to reach the Exchange Agent prior to the Expiration Date or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such Holders may effect a tender of such Old Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedure.” DTC participants may also accept the Offer by submitting the notice of guaranteed delivery through ATOP.

  o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 Name(s) of Holder(s) of Old Notes: 

 Window Ticket No. (if any): 

 Date of Execution of Notice of Guaranteed Delivery: 

 Name of Eligible Institution that Guaranteed Delivery: 

 If Delivered by Book-Entry Transfer:

 Name of Tendering Institution: 

 DTC Book-Entry Account No.: 

 Transaction Code No.: 

  o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

 Name: 

 Address: 

 o CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.

3

Ladies and Gentlemen:

      Subject to the terms of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of the Company all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Old Notes and the New Notes) with respect to the tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Company, or transfer ownership of such Old Notes on the account books maintained by DTC together, in either such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (ii) present such Old Notes for transfer on the books of the Registrar and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

      The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned also acknowledges that this Exchange Offer is being made in reliance upon an interpretation by the staff of the Securities and Exchange Commission that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for sale, resold and otherwise transferred by any holder thereof (other than (i) a broker-dealer who purchased such Old Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act or (ii) a person that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holder is acquiring the New Notes in its ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate in the distribution of the New Notes.

      The undersigned represents and warrants that:

      (a) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the New Notes, whether or not the person is the Holder,

      (b) neither the undersigned nor any other recipient of the New Notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the Old Notes or New Notes,

      (c) neither the undersigned nor any other recipient is an “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient represents and agrees that it may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,

      (d) if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with the Company or any “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act to distribute the New Notes,

      (e) if the undersigned is a broker-dealer, the undersigned further represents and warrants that, if it will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of New Notes received in the Exchange Offer, and

      (f) the undersigned is not acting on behalf of any person or entity that could not truthfully make these representations.

By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

4

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment and transfer of the Old Notes tendered hereby.

      For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when the Company has given oral or written notice (such notice, if given orally to be confirmed in writing) thereof to the Exchange Agent. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Old Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated under “Special Issuance Instructions” promptly after the Expiration Date.

      All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personnel, representatives, successors and assigns.

      The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption “The Exchange Offer — Procedure for Tendering” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

      All questions as to form, validity, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding.

      Unless otherwise indicated under “Special Issuance Instructions,” please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Old Notes tendered by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signatures, unless, in either event, tender is being made through DTC. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Old Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered.

5

TENDERING HOLDER SIGNATURE

(To Be Completed by All Tendering Holders of

Old Notes Regardless of Whether Old Notes Are Being Physically

Delivered Herewith)

(Please Complete Substitute Form W-9 Herein)

          This Letter of Transmittal must be signed by the Holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 3 herein.

          If the signature appearing below is not of the registered Holder(s) of the Old Note, then the registered Holder(s) must sign a valid proxy.

Please sign here

X			Date:
X			Date:
	Signature(s) of Holder(s) or Authorized Signatory
Name(s):			Address:
		(Please Print)		(including Zip Code)
Capacity:			Area Code and Telephone No.:
Taxpayer Identification No.:

MEDALLION SIGNATURE GUARANTEE

(If Required — See Instruction 3 herein)

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

   Date: 

6

SPECIAL ISSUANCE INSTRUCTIONS

(See Instruction 1, 3, 4 and 5 herein)

          To be completed ONLY if certificates for Old Notes in a principal amount not tendered are to be issued in the name of, or the New Notes issued pursuant to the Exchange Offer are to be issued to the order of, someone other than person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Old Notes” within this Letter of Transmittal, or if Old Notes tendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at DTC.

Name: 

(Please Print)

Address: 

(Please Print)

(Zip Code)

(Taxpayer Identification Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instruction 1, 3, 4 and 5 herein)

          To be completed ONLY if certificates for Old Notes in a principal amount not tendered or not accepted for purchase or the New Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Old Notes” within this Letter of Transmittal.

Name: 

(Please Print)

Address: 

(Please Print)

(Zip Code)

(Taxpayer Identification Number)

7

INSTRUCTIONS

Forming Part of the Terms and Conditions

of the Exchange Offer

      1. Delivery of this Letter of Transmittal and Old Notes. The certificates for the tendered Old Notes (or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Old Notes delivered electronically), as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Old Notes, this Letter of Transmittal and all other required documents is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Old Notes should be sent to the Company.

      Holders who wish to tender their Old Notes and (i) whose certificates representing such Old Notes are not immediately available, (ii) who cannot deliver their certificates representing such Old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date or (iii) who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Old Notes and follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution; (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Old Notes, the certificate number or numbers of such Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made by guaranteed delivery and guaranteeing that, within five business days after the Expiration Date, this Letter of Transmittal (or facsimile hereof) together with the certificate(s) representing the Old Notes (or a confirmation of electronic delivery of book-entry delivery into the Exchange Agent’s account at DTC) and any of the required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or facsimile hereof), as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all tendered Old Notes in proper form for transfer (or a confirmation of book-entry delivery into the Exchange Agent’s account at DTC), must be received by the Exchange Agent within five business days after the Expiration Date, all as provided in the Prospectus under the caption “Guaranteed Delivery Procedure”. Any Holder of Old Notes who wishes to tender his Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date.

      All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the Exchange Agent to the tendering Holders of Old Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

      2. Partial Tenders. Tenders of Old Notes will be accepted only in principal amounts equal to $1,000 and integral multiples thereof. If less than the entire principal amount of any Old Notes is tendered, the tendering Holder should fill in the principal amount tendered in the third column of the chart entitled “Description of Old Notes.” The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes is not tendered, Old Notes for the principal amount of Old Notes not tendered and a certificate or certificates representing New Notes issued in exchange for any Old Notes accepted will be sent to the Holder at

8

his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal or unless tender is made through DTC, promptly after the Old Notes are accepted for exchange.

      3. Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever.

      If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of Old Notes tendered and the certificate(s) for New Notes issued in exchange therefor is to be issued (or any untendered principal amount of Old Notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered Old Note, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by a recognized member of the Medallion Signature Guarantee Program.

      If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder(s) of any Old Notes listed, such Old Notes must be endorsed or accompanied by appropriate bond powers signed as the name of the registered Holder(s) appears on the Old Notes.

      If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Letter of Transmittal.

      Endorsements on Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a recognized member of the Medallion Signature Guarantee Program.

      Signatures on this Letter of Transmittal (or facsimile hereof) must be guaranteed by a recognized member of the Medallion Signature Guarantee Program unless the Old Notes tendered pursuant thereto are tendered (i) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of Old Notes) who has not completed the box set forth herein entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” or (ii) for the account of a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being referred to as an “Eligible Institution”).

      4. Special Issuance and Delivery Instructions. Tendering Holders should indicate, in the applicable spaces, the name and address to which New Notes or substitute certificates representing Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of tender of the Old Notes through DTC, if different from DTC). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

      5. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates representing New Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

      Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this Letter of Transmittal.

      6. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify specified conditions in the Exchange Offer in the case of all Old Notes tendered.

9

      7. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal for further instruction.

      8. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address specified in this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

      9. Withdrawal. Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders”.

10

The Exchange Agent for the Exchange Offer Is:

U.S. BANK NATIONAL ASSOCIATION

By Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance By Overnight Courier and By Hand:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

By Facsimile:

U.S. Bank National Association

(651) 495-8158

Attention: Specialized Finance

For Eligible Institutions Only

To Confirm by Telephone:

(800) 934-6802

11 EX-99.3 25 u92498exv99w3.htm EX-99.3 FORM OF LETTER TO CLIENTS

Exhibit 99.3

OFFER TO EXCHANGE

ALL OUTSTANDING

6³/4% SENIOR NOTES DUE 2011

WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT

FOR 6³/4% SENIOR NOTES DUE 2011

REGISTERED UNDER THE SECURITIES ACT

OF

STATS CHIPPAC LTD.

, 2005

To Our Clients:

      Enclosed for your consideration are the Prospectus dated                     , 2005 (the “Prospectus”) and the related letter of transmittal and instructions thereto (the “Letter of Transmittal”) in connection with the offer by STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”) to exchange (the “Exchange Offer”) its 6³/4% Senior Notes due 2011 (the “New Notes”) which are registered under the Securities Act of 1933, as amended (the “Securities Act”) for all outstanding 6³/4% Senior Notes due 2011 of the Company (the “Old Notes”) which are not registered under the Act, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal.

      We are the registered holder (the “Registered Holder”) of Old Notes held by us for your account. An exchange of the Old Notes can be made only by us as the Registered Holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Old Notes held by us for your account. The Prospectus and related Letter of Transmittal provide a procedure for holders to tender their Old Notes by means of guaranteed delivery.

      We request information as to whether you wish us to exchange any or all of the Old Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer.

      Your attention is directed to the following:

      1. The New Notes will be exchanged for the Old Notes at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes. The New Notes will bear interest from November 18, 2004. Holders of Old Notes whose Old Notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on the Old Notes accrued from November 18, 2004 to the date of issuance of the New Notes. The form and terms of the New Notes are identical in all material respects to the form and terms of the Old Notes, except that the New Notes have been registered under the Securities Act.

      2. Based on an interpretation of the Securities and Exchange Commission (the “Commission”), New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than (i) a broker-dealer who purchased Old Notes directly from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act or (ii) a person that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holder is acquiring New Notes in its ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate, in the distribution of the New Notes. Holders of Old Notes wishing to accept the Exchange Offer must represent to the Company that such conditions have been met.

      3. The Exchange Offer is not conditioned on any minimum principal amount of Old Notes being tendered.

      4. Notwithstanding any other term of the Exchange Offer, the Company may terminate or amend the Exchange Offer as provided in the Prospectus and will not be required to accept for exchange, or exchange New Notes for, any Old Notes not accepted for exchange prior to such termination.

      5. The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2005 unless extended (the “Expiration Date”). Tendered Old Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 5:00 p.m., New York City time, on the business day prior to the Expiration Date.

      6. Any transfer taxes applicable to the exchange of the Old Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in Instruction 5 of the Letter of Transmittal.

      If you wish to have us tender any or all of your Old Notes, please so instruct us by completing, detaching and returning to us the instruction form attached hereto. An envelope to return your instructions is enclosed. If you authorize a tender of your Old Notes, the entire principal amount of Old Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

      The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of the Old Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any provision of any applicable securities law.

2

OFFER TO EXCHANGE

ALL OUTSTANDING

6³/4% SENIOR NOTES DUE 2011

WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT

FOR 6³/4% SENIOR NOTES DUE 2011

REGISTERED UNDER THE SECURITIES ACT

OF

STATS CHIPPAC LTD.

       The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal, in connection with the offer by the Company to exchange the Old Notes for the New Notes.

      This will instruct you to tender the principal amount of Old Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, and the undersigned hereby makes the applicable representations set forth in such Letter of Transmittal.

	SIGN HERE
Dated:
	Signature
	Signature
Principal amount of Old Notes to be tendered*:
$
(Must be in the principal amount of $1,000 or an integral multiple thereof.)
Name(s) (Please Print)
Address
Zip Code
Area Code and Telephone Number

*  Unless otherwise indicated, signature(s) hereon by beneficial owner(s) shall constitute an instruction to the nominee to tender all Old Notes of such beneficial owner(s).

EX-99.2

exv99w2

EX-99.3

exv99w3

EX-99.4

Exhibit 99.4

NOTICE OF GUARANTEED DELIVERY

FOR

6³/4% SENIOR NOTES DUE 2011

OF

STATS CHIPPAC LTD.

       As set forth in the Prospectus dated                     , 2005 (the “Prospectus”) of STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”) and in the accompanying letter of transmittal and instructions thereto (the “Letter of Transmittal”), this form or one substantially equivalent hereto must be used to accept the Company’s exchange offer (the “Exchange Offer”) to exchange all of its outstanding 6³/4% Senior Notes due 2011 (the “Old Notes”) if (i) certificates representing such Old Notes to be tendered for exchange are not lost but are not immediately available, (ii) time will not permit the Letter of Transmittal, certificates representing such Old Notes or other required documents to reach the Exchange Agent prior to the Expiration Date or (iii) procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by an Eligible Institution by mail or hand delivery or transmitted, via facsimile, to the Exchange Agent as set forth below. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,                         , 2005 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRIOR TO THE EXPIRATION DATE.

       The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION]

By Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance By Overnight Courier and By Hand:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

By Facsimile:

U.S. Bank National Association

(651) 495-8158

Attention: Specialized Finance

For Eligible Institutions Only

To Confirm by Telephone:

(800) 934-6802

      DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

      The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedure”.

      The undersigned understands that tenders of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the business day prior to the Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange Offer is terminated without any such Old Notes being purchased thereunder or as otherwise provided in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders”.

      All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) or Authorized Signatory: Principal Amount of Old Notes Tendered: Certificate No(s). of Old Notes (if available): Date:	Name of Registered Holder(s): Address:  Area Code and Telephone No.: If Old Notes will be delivered by book-entry transfer at The Depository Trust Company, insert Depository Account No.

This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es):

Name(s):

Capacity:

Address(es):

Do not send Old Notes with this form. Old Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

2

GUARANTEE OF DELIVERY

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that, within five business days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the Old Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of Transmittal and Old Notes tendered hereby to the Exchange Agent within the time period set forth and that failure to do so could result in financial loss to the undersigned.
Name of Firm:
	Authorized Signature
Address:	Name:
	Title:
Area Code and Telephone No.:	Date:

3 EX-99.5 27 u92498exv99w5.htm EX-99.5 FORM OF EXCHANGE AGENT AGREEMENT BETWEEN STATS CHIPPAC LTD. AND U.S. BANK NATIONAL ASSOCIATION, AS EXCHANGE AGENT

Exhibit 99.5

, 2005

EXCHANGE AGENT AGREEMENT

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

Ladies and Gentlemen:

     STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange an aggregate principal amount at maturity of up to $215,000,000 of its 6³/4% Senior Notes due 2011 issued on November 18, 2004 which have not been registered under the Securities Act (the “Old Securities”) for its 6³/4% Senior Notes due 2011 registered under the Securities Act (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated                     , 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Prospectus.

     The Company hereby appoints U.S. Bank National Association to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to U.S. Bank National Association.

     A copy of each of the form of letter of transmittal (the “Letter of Transmittal”) and the form of the notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), to be used by the record holders of Old Securities in order to receive New Securities pursuant to the Exchange Offer are attached hereto as Exhibits A and B.

     The Exchange Offer is expected to be commenced by the Company on or about                     , 2005. The Letter of Transmittal accompanying the Prospectus (or in the case of book entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the record holders of the Old Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith.

     The Exchange Offer shall expire at 5:00 P.M., New York City time, on                     , 2005 or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (confirmed in writing) or written notice to you before 9:00 A.M., New York City time, on the business day following the previously scheduled Expiration Date. You agree to follow and act upon any further

instructions in connection with the Exchange Offer, any of which may be given to you by the Company or such other persons as it may authorize, which are consistent with this agreement.

     The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Securities not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the captions “The Exchange Offer — Expiration Dates, Extensions, and Amendments” and “The Exchange Offer — Termination.” The Company will give oral (confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.

     In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

     1. You will perform such duties and only such duties as are described in the section of the Prospectus captioned “The Exchange Offer” or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

     2. You will establish a book entry account with respect to the Old Securities at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Old Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into your account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer.

     3. You are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein, (ii) the Old Securities have otherwise been properly tendered and (iii) all other documents submitted to you are in proper form. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Securities are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected. Determination of questions as to the proper completion or execution of the Letters of Transmittal, or as to the proper form for transfer of the Old Securities or as to any other irregularity in connection with the submission of Letters of Transmittal, Old Securities and other documents in connection with the Exchange Offer, shall be made by the officers or counsel for the Company at their written instruction or oral direction confirmed by facsimile. Any determination made by the Company on such questions shall be final and binding. You are not authorized to waive any irregularity in connection with a surrender of Old Securities except as provided in paragraph 4.

     4. With the approval of the President and Chief Executive Officer, the Chief Financial Officer or the General Counsel of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated by such an officer in writing, you are authorized to waive any irregularities in connection with any tender of Old Securities pursuant to the Exchange Offer.

     5. Tenders of Old Securities may be made only as set forth in the Letter of Transmittal and in the sections of the Prospectus captioned “The Exchange Offer — Procedure for Tendering” and “The Exchange Offer — Guaranteed Delivery Procedure,” and Old Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.

     Notwithstanding the provisions of this paragraph 5, Old Securities which the President and Chief Executive Officer, the Chief Financial Officer or the General Counsel of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).

     6. You shall advise the Company with respect to any Old Securities received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Securities.

     7. You shall accept tenders:

     (a) in cases where the Old Securities are registered in two or more names only if signed by all named holders;

     (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

     (c) from persons other than the registered holder of Old Securities provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

     You shall accept partial tenders of Old Securities where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Securities to the transfer agent for split-up and return any untendered Old Securities to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

     8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Old Securities properly tendered and you, on behalf of the Company, will exchange such Old Securities for New Securities and cause such Old Securities to be cancelled. Delivery of New Securities will be made on behalf of the Company by you at the rate of $1,000 principal amount of

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New Securities for each $1,000 principal amount of the corresponding series of Old Securities tendered promptly after notice of acceptance of said Old Securities by the Company; provided, however, that in all cases, Old Securities tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents. You shall issue New Securities only in denominations of $1,000 or any integral multiple thereof.

     9. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the business day prior to the Expiration Date.

     10. The Company shall not be required to exchange any Old Securities tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Old Securities tendered shall be given (and confirmed in writing) by the Company to you.

     11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Securities tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “The Exchange Offer — Expiration Dates, Extensions, and Amendments” and “The Exchange Offer – Termination” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Old Securities (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them.

     12. All certificates for reissued Old Securities, unaccepted Old Securities or for New Securities shall be forwarded by first-class mail.

     13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.

     14. As Exchange Agent hereunder you:

          (a) shall not be liable for any act or omission to act unless the same constitutes your own gross negligence, willful misconduct or bad faith;

          (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing by you and the Company;

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          (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Securities represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer, except where failure to recognize such invalidity or lack of genuineness would constitute gross negligence;

          (d) shall not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability, unless you shall have been furnished with reasonable indemnity satisfactory to you;

          (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed by or presented by the proper party or parties;

          (f) may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or presented by the proper person or persons;

          (g) may reasonably rely on and shall be protected in reasonably acting upon written or oral instructions from any authorized officer of the Company, such instructions having been given to you with respect to any matter specifically covered by this agreement and relating to your acting as Exchange Agent pursuant to the terms of this agreement;

          (h) may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and

          (i) shall not advise any person tendering Old Securities pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Securities.

     15. You shall take such action as may from time to time be requested by the Company or its counsel (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents on your request. All other requests for information relating to the Exchange Offer shall be directed

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to the Company, Attention: Linda Nai, General Counsel, 10 Ang Mo Kio Street 65, #05-17/20 Techpoint, Singapore 569059, telephone number (+65) 6824 7629.

     16. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to Linda Nai, General Counsel of the Company and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date, if requested) up to and including the Expiration Date, as to the number of Old Securities which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare and deliver to the Company a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities tendered and the aggregate principal amount of Old Securities accepted.

     17. Letters of Transmittal, book entry confirmations and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company.

     18. You hereby expressly waive any lien, encumbrance or right of set-off whatsoever that you may have with respect to funds deposited with you for the payment of transfer taxes by reasons of amounts, if any, borrowed by the Company, or any of its subsidiaries or affiliates pursuant to any loan or credit agreement with you or for compensation owed to you hereunder.

     19. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto.

     20. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal and further acknowledge that you have examined each of them. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities and indemnification as Exchange Agent, which shall be controlled by this Agreement.

     21. The Company covenants and agrees to indemnify and hold you harmless in your capacity as Exchange Agent hereunder against any loss, liability, cost or expense, including attorneys’ fees and expenses, arising out of or in connection with any act,

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omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Securities reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Securities; provided, however, that the Company shall not be liable for indemnification or otherwise for any loss, liability, cost or expense to the extent arising out of your gross negligence or willful misconduct. In no case shall the Company be liable under this indemnity with respect to any claim against you unless the Company shall be notified by you, by letter or by facsimile confirmed by letter, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or notice of commencement of action. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action, and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. It is understood that the Company shall not be liable under this paragraph for the fees and disbursements of more than one legal counsel to you. In the event that the Company assumes the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you so long as the Company shall retain counsel satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a conflict of interest exists between you and the Company. The provisions of this section shall survive the termination of this Agreement.

     Without the prior written consent of the Company, you will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought in accordance with the indemnification provisions of the Agreement (whether or not you, the Company or any of its directors, officers and controlling persons is an actual or potential party to such claim or proceeding), unless such settlement or consent includes and unconditional release of the Company and its directors, officers and controlling persons from all liability arising out of such claim, action or proceeding.

     22. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service.

     23. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Securities, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.

     24. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and shall

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inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto.

     25. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     26. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     27. This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally.

     28. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below:

     If to the Company:

STATS ChipPAC Ltd.
10 Ang Mo Kio Street 65
#05-17/20 Techpoint
Singapore 569059
Facsimile: (+65) 6720 7829
Attention: Linda Nai

     Copy to:

Shearman & Sterling LLP
12/ F Gloucester Tower
The Landmark
11 Pedder Street, Central
Hong Kong
Facsimile: (+852) 2978 8099
Attention: Matthew D. Bersani

     If to the Exchange Agent:

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

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Facsimile: (+1) 651 495 8158
Telephone: (+1) 800934 6802

     29. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Paragraphs 19, 21 and 23 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Securities, funds or property then held by you as Exchange Agent under this Agreement.

     30. This Agreement shall be binding and effective as of the date hereof.

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     Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy.

STATS CHIPPAC LTD.
By:
	Name:
	Title:

Accepted as of the date
first above written:

U.S. BANK NATIONAL ASSOCIATION, as Exchange Agent

By:
	Name:
	Title:

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SCHEDULE I

$215 Million Senior Notes due 2011

     Filing Fee for Registration Statement

     One-time for the filing of the Trustee’s T-1 Form

     Exchange Agent

     One-time fee to cover the exchange of the old unregistered securities for the new registered securities. This process will be handled via DTCC and require periodic interaction and updates from DTCC.

     Note: The parties to the transaction understand and agree that U.S. Bank National Association may receive certain revenue in the form of 12b-1 or shareholder servicing fees on certain mutual fund investments. Such fees are disclosed in the prospectus for any such fund. These fees are paid to U.S. Bank National Association directly from the mutual fund provider and are not fees paid by the parties to the transaction.

     Out-of-pocket expenses will be billed as incurred.

     All fees are due at the time of closing. All subsequent annual administration fees are due in conjunction with the anniversary date of the transaction.

Exhibit A

LETTER OF TRANSMITTAL

FOR

6³/4% SENIOR NOTES DUE 2011

OF

STATS CHIPPAC LTD.

PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF

ALL OF ITS OUTSTANDING 6³/4% SENIOR NOTES DUE 2011

WHICH HAVE NOT REGISTERED UNDER THE SECURITIES ACT

FOR

6³/4% SENIOR NOTES DUE 2011

REGISTERED UNDER THE SECURITIES ACT

PURSUANT TO THE PROSPECTUS DATED                     , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM., NEW YORK CITY TIME,                         , 2005 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRIOR TO THE EXPIRATION DATE.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: U.S. BANK NATIONAL ASSOCIATION

By Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance By Overnight Courier and By Hand:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

By Facsimile:

U.S. Bank National Association

(651) 495-8158

Attention: Specialized Finance

For Eligible Institutions Only

To Confirm by Telephone:

(800) 934-6802

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

      HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

      By execution hereof, the undersigned acknowledges receipt of the prospectus dated                     , 2005 (the “Prospectus”) of STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”), which, together with this letter of transmittal and the instructions thereto (the “Letter of Transmittal”), constitute the Company’s offer (the “Exchange Offer”) to exchange $1,000 principal amount of its 6³/4% Senior Notes due 2011 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement of which the Prospectus constitutes a part, for each $1,000 principal amount of its outstanding 6³/4% Senior Notes due 2011 (the “Old Notes”) which have not been registered under the Securities Act, upon the terms and subject to the conditions set forth in the Prospectus.

      This Letter of Transmittal is to be used by Holders (as defined below) if: (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of the Old Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under “The Exchange Offer — Procedure for Tendering” by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes (such participants, acting on behalf of Holders are referred to herein, together with such Holders, as “Acting Holders”); or (iii) tender of the Old Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedure,” and, in each case, instructions are being transmitted through the DTC Automated Tender Offer Program (“ATOP”). Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

      The term “Holder” with respect to the Exchange Offer means any person: (i) in whose name Old Notes are registered on the books of the Registrar or any other person who has obtained a properly completed bond power from the registered Holder; or (ii) whose Old Notes are held of record by DTC and who desires to deliver such Old Notes by book-entry transfer at DTC.

      The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

      All capitalized terms used herein and not defined shall have the meaning ascribed to them in the Prospectus.

      The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 8 herein.

      List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof.

DESCRIPTION OF OLD NOTES
	Certificate	Aggregate
Name(s) and Address(es) of Holder(s)	Number(s)*	Principal Amount
(Please fill in if blank)	(Attach signed list	Tendered (if less
	if necessary)	than all)**
Total Principal Amount of Old Notes Tendered
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Old Notes listed. See Instruction 2.

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  o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

 Name of Tendering Institution: 

 DTC Book-Entry Account No.: 

 Transaction Code No.: 

          If Holders desire to tender Old Notes pursuant to the Exchange Offer and (i) certificates representing such Old Notes are not lost but are not immediately available, (ii) time will not permit this Letter of Transmittal, certificates representing such Old Notes or other required documents to reach the Exchange Agent prior to the Expiration Date or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such Holders may effect a tender of such Old Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedure.” DTC participants may also accept the Offer by submitting the notice of guaranteed delivery through ATOP.

  o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 Name(s) of Holder(s) of Old Notes: 

 Window Ticket No. (if any): 

 Date of Execution of Notice of Guaranteed Delivery: 

 Name of Eligible Institution that Guaranteed Delivery: 

 If Delivered by Book-Entry Transfer:

 Name of Tendering Institution: 

 DTC Book-Entry Account No.: 

 Transaction Code No.: 

  o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

 Name: 

 Address: 

 o CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.

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Ladies and Gentlemen:

      Subject to the terms of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of the Company all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Old Notes and the New Notes) with respect to the tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Company, or transfer ownership of such Old Notes on the account books maintained by DTC together, in either such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (ii) present such Old Notes for transfer on the books of the Registrar and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

      The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned also acknowledges that this Exchange Offer is being made in reliance upon an interpretation by the staff of the Securities and Exchange Commission that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for sale, resold and otherwise transferred by any holder thereof (other than (i) a broker-dealer who purchased such Old Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act or (ii) a person that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holder is acquiring the New Notes in its ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate in the distribution of the New Notes.

      The undersigned represents and warrants that:

      (a) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the New Notes, whether or not the person is the Holder,

      (b) neither the undersigned nor any other recipient of the New Notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the Old Notes or New Notes,

      (c) neither the undersigned nor any other recipient is an “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient represents and agrees that it may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,

      (d) if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with the Company or any “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act to distribute the New Notes,

      (e) if the undersigned is a broker-dealer, the undersigned further represents and warrants that, if it will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of New Notes received in the Exchange Offer, and

      (f) the undersigned is not acting on behalf of any person or entity that could not truthfully make these representations.

By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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      The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment and transfer of the Old Notes tendered hereby.

      For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when the Company has given oral or written notice (such notice, if given orally to be confirmed in writing) thereof to the Exchange Agent. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Old Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated under “Special Issuance Instructions” promptly after the Expiration Date.

      All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personnel, representatives, successors and assigns.

      The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption “The Exchange Offer — Procedure for Tendering” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

      All questions as to form, validity, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding.

      Unless otherwise indicated under “Special Issuance Instructions,” please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Old Notes tendered by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signatures, unless, in either event, tender is being made through DTC. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Old Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered.

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TENDERING HOLDER SIGNATURE

(To Be Completed by All Tendering Holders of

Old Notes Regardless of Whether Old Notes Are Being Physically

Delivered Herewith)

(Please Complete Substitute Form W-9 Herein)

          This Letter of Transmittal must be signed by the Holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 3 herein.

          If the signature appearing below is not of the registered Holder(s) of the Old Note, then the registered Holder(s) must sign a valid proxy.

Please sign here

X			Date:
X			Date:
	Signature(s) of Holder(s) or Authorized Signatory
Name(s):			Address:
		(Please Print)		(including Zip Code)
Capacity:			Area Code and Telephone No.:
Taxpayer Identification No.:

MEDALLION SIGNATURE GUARANTEE

(If Required — See Instruction 3 herein)

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

   Date: 

6

SPECIAL ISSUANCE INSTRUCTIONS

(See Instruction 1, 3, 4 and 5 herein)

          To be completed ONLY if certificates for Old Notes in a principal amount not tendered are to be issued in the name of, or the New Notes issued pursuant to the Exchange Offer are to be issued to the order of, someone other than person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Old Notes” within this Letter of Transmittal, or if Old Notes tendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at DTC.

Name: 

(Please Print)

Address: 

(Please Print)

(Zip Code)

(Taxpayer Identification Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instruction 1, 3, 4 and 5 herein)

          To be completed ONLY if certificates for Old Notes in a principal amount not tendered or not accepted for purchase or the New Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Old Notes” within this Letter of Transmittal.

Name: 

(Please Print)

Address: 

(Please Print)

(Zip Code)

(Taxpayer Identification Number)

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INSTRUCTIONS

Forming Part of the Terms and Conditions

of the Exchange Offer

      1. Delivery of this Letter of Transmittal and Old Notes. The certificates for the tendered Old Notes (or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Old Notes delivered electronically), as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Old Notes, this Letter of Transmittal and all other required documents is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Old Notes should be sent to the Company.

      Holders who wish to tender their Old Notes and (i) whose certificates representing such Old Notes are not immediately available, (ii) who cannot deliver their certificates representing such Old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date or (iii) who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Old Notes and follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution; (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Old Notes, the certificate number or numbers of such Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made by guaranteed delivery and guaranteeing that, within five business days after the Expiration Date, this Letter of Transmittal (or facsimile hereof) together with the certificate(s) representing the Old Notes (or a confirmation of electronic delivery of book-entry delivery into the Exchange Agent’s account at DTC) and any of the required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or facsimile hereof), as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all tendered Old Notes in proper form for transfer (or a confirmation of book-entry delivery into the Exchange Agent’s account at DTC), must be received by the Exchange Agent within five business days after the Expiration Date, all as provided in the Prospectus under the caption “Guaranteed Delivery Procedure”. Any Holder of Old Notes who wishes to tender his Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date.

      All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the Exchange Agent to the tendering Holders of Old Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

      2. Partial Tenders. Tenders of Old Notes will be accepted only in principal amounts equal to $1,000 and integral multiples thereof. If less than the entire principal amount of any Old Notes is tendered, the tendering Holder should fill in the principal amount tendered in the third column of the chart entitled “Description of Old Notes.” The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes is not tendered, Old Notes for the principal amount of Old Notes not tendered and a certificate or certificates representing New Notes issued in exchange for any Old Notes accepted will be sent to the Holder at

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his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal or unless tender is made through DTC, promptly after the Old Notes are accepted for exchange.

      3. Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever.

      If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of Old Notes tendered and the certificate(s) for New Notes issued in exchange therefor is to be issued (or any untendered principal amount of Old Notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered Old Note, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by a recognized member of the Medallion Signature Guarantee Program.

      If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder(s) of any Old Notes listed, such Old Notes must be endorsed or accompanied by appropriate bond powers signed as the name of the registered Holder(s) appears on the Old Notes.

      If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Letter of Transmittal.

      Endorsements on Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a recognized member of the Medallion Signature Guarantee Program.

      Signatures on this Letter of Transmittal (or facsimile hereof) must be guaranteed by a recognized member of the Medallion Signature Guarantee Program unless the Old Notes tendered pursuant thereto are tendered (i) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of Old Notes) who has not completed the box set forth herein entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” or (ii) for the account of a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being referred to as an “Eligible Institution”).

      4. Special Issuance and Delivery Instructions. Tendering Holders should indicate, in the applicable spaces, the name and address to which New Notes or substitute certificates representing Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of tender of the Old Notes through DTC, if different from DTC). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

      5. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates representing New Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

      Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this Letter of Transmittal.

      6. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify specified conditions in the Exchange Offer in the case of all Old Notes tendered.

9

      7. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal for further instruction.

      8. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address specified in this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

      9. Withdrawal. Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders”.

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The Exchange Agent for the Exchange Offer Is:

U.S. BANK NATIONAL ASSOCIATION

By Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance By Overnight Courier and By Hand:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

By Facsimile:

U.S. Bank National Association

(651) 495-8158

Attention: Specialized Finance

For Eligible Institutions Only

To Confirm by Telephone:

(800) 934-6802

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Exhibit B

NOTICE OF GUARANTEED DELIVERY

FOR

6³/4% SENIOR NOTES DUE 2011

OF

STATS CHIPPAC LTD.

       As set forth in the Prospectus dated                     , 2005 (the “Prospectus”) of STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”) and in the accompanying letter of transmittal and instructions thereto (the “Letter of Transmittal”), this form or one substantially equivalent hereto must be used to accept the Company’s exchange offer (the “Exchange Offer”) to exchange all of its outstanding 6³/4% Senior Notes due 2011 (the “Old Notes”) if (i) certificates representing such Old Notes to be tendered for exchange are not lost but are not immediately available, (ii) time will not permit the Letter of Transmittal, certificates representing such Old Notes or other required documents to reach the Exchange Agent prior to the Expiration Date or (iii) procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by an Eligible Institution by mail or hand delivery or transmitted, via facsimile, to the Exchange Agent as set forth below. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,                         , 2005 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRIOR TO THE EXPIRATION DATE.

       The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION]

By Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance By Overnight Courier and By Hand:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

By Facsimile:

U.S. Bank National Association

(651) 495-8158

Attention: Specialized Finance

For Eligible Institutions Only

To Confirm by Telephone:

(800) 934-6802

      DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

      The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedure”.

      The undersigned understands that tenders of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the business day prior to the Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange Offer is terminated without any such Old Notes being purchased thereunder or as otherwise provided in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders”.

      All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) or Authorized Signatory: Principal Amount of Old Notes Tendered: Certificate No(s). of Old Notes (if available): Date:	Name of Registered Holder(s): Address:  Area Code and Telephone No.: If Old Notes will be delivered by book-entry transfer at The Depository Trust Company, insert Depository Account No.

This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es):

Name(s):

Capacity:

Address(es):

Do not send Old Notes with this form. Old Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

2

GUARANTEE OF DELIVERY

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that, within five business days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the Old Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of Transmittal and Old Notes tendered hereby to the Exchange Agent within the time period set forth and that failure to do so could result in financial loss to the undersigned.
Name of Firm:
	Authorized Signature
Address:	Name:
	Title:
Area Code and Telephone No.:	Date:

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EX-99.5

exv99w5