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EXHIBIT 10.25
SHAREHOLDERS' AGREEMENT
This Shareholders' Agreement is made as of this date of April 10, 1998
by and among
(1) Acer Incorporated, a corporation duly incorporated and existing
under the laws of the Republic of China, having its registered office at Xx. 0,
Xxxx-Xx Xxxx, Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx, Xxxx-Xxx, Taiwan, Republic of China
(hereinafter referred to as ("Acer").
(2) Taiwan Semiconductor Manufacturing Company Ltd, a corporation
duly incorporated and existing under the laws of the Republic of China, having
its registered office at Xx. 000, Xxxx Xxx., 0, Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx,
Xxxx-Xxx, Taiwan, Republic of China (hereinafter referred to as ("TSMC");
(3) Chinfon Semiconductor & Technology Co., Ltd., a corporation duly
incorporated and existing under the laws of the Republic of China, having its
registered office at No. 11 Xxxx Xxx 1st Rd., Xxxx Xxxx Industrial Zone,
Taoyuan, Taiwan, Republic of China (hereinafter referred to as ("CHINFON");
(4) Scientek International Investment Co. Ltd, a corporation duly
incorporated and existing under the laws of the Republic of China, having its
registered office at 00X, #000, Xxx-Xx Xxxx, Xxxx-Xxx, Xxxxxx, Xxxxxxxx of China
(hereinafter referred to as ("UTC");
(5) Anam Industrial Co Ltd, a corporation duly incorporated and
existing under the laws of the Republic of Korea, having its registered office
at 000-0 Xxxxxx 0xx, Xxxxxxxx-Xx, Xxxxx 000-000, Xxxxx ("AICL"); and
(6) Amkor Electronics Inc., a company organized and existing under
the laws of the State of Delaware, United States of America, having its main
office located at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx 00000, XXX
("AMKOR") (AICL and AMKOR hereinafter collectively referred to as "ANAM").
WITNESSETH
WHEREAS, the parties hereto intend to incorporate, through joint venture
arrangement, a company limited by shares in the Republic of China to engage in
manufacturing of integrated circuit structure housing packages and other related
business.
NOW, THEREFORE, in consideration of the premises hereinabove made, the
parties hereto agree as follows:
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ARTICLE 1
Formation and Purpose of the JV Company
1.1 The parties hereto shall, in accordance with the Company Law and
applicable laws and regulations of the Republic of China, jointly incorporate a
company limited by shares (the "JV Company") to be engaged in manufacturing of
integrated circuit structure housing packages and other related business (the
"Business Objective"). The JV Company shall have the Chinese name [CHINESE
LANGUAGE] and the English name "Taiwan Semiconductor Technology Corporation" and
shall be located in the Republic of China or any other location as decided by
the Board of Directors of the JV Company. All the parties hereto agree that they
shall not cause or allow the JV Company to engage in any business other than the
Business Objective as set forth herein without (a) an amendment to this
Agreement as agreed to by all the parties hereto; (b) the resolution of the
shareholders meeting of the JV Company, if necessary; and (c) all appropriate
governmental or other approvals, if necessary.
1.2 The Articles of Incorporation of the JV Company shall be in the
form and with the content as stated in Exhibit 1 hereof and shall constitute a
part of this Agreement. In the event of a conflict between the terms of this
Agreement and those of the Articles of Incorporation, the parties hereto, intend
that the terms of this Agreement shall prevail and the parties agree to vote
their shares in a shareholders meeting of the JV Company to eliminate such
conflict or inconsistency by amendment of the Articles of Incorporation to the
fullest extent permitted by the Company Law and the competent government
authority.
1.3 Subject to the Business Objective of the JV Company as specified
in Section 1.1 hereinabove, the JV Company's business activities as registered
with the competent government authority shall be as follows:
(1) Housing packages of integrated circuit structures; as
well as research, development, manufacturing, assembling, processing, testing
and sale of materials and equipment relating thereto.
(2) Import and export of materials or equipment for housing
packages of integrated circuit structures, and other related import and export
business; and
(3) Maintenance of equipment for housing packages of
integrated circuit structures.
ARTICLE 2
Authorized Capital; Issuance of Shares
2.1 The JV Company shall only issue common shares that shall be
represented by registered share certificates. Each share shall have a par value
of Ten New Taiwan Dollars (NT$10), and unless otherwise specified by relevant
laws or articles of incorporation of the JV Company, shall have a full voting
power.
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2.2 The total number of authorized shares to be issued by the JV
Company shall be 500,000,000 shares (each a "Share", collectively, the "Shares")
representing a total equity capital in the amount of NT$5,000,000,000. The total
500,000,000 shares representing a total paid-in capital in the amount of
NT$5,000,000,000 to be issued by installments, 125,000,000 shares representing a
total paid-in capital in the amount of NT$1,250,000,000 shall be issued at the
time of incorporation of the JV Company ("Initial Capitalization").
2.3 The parties hereto agree to subscribe and pay in cash for the
500,000,000 shares to be issued by the JV Company in accordance with the
following percentages to incorporate and make capital contributions to the JV
Company:
Number of Capital Shareholding
Name of Subscriber Shares Contribution (in %)
------------------ --------- ------------ ------------
Acer Group
TSMC
CHINFON [ * ]
UTC
ANAM
It is agreed that capital contributions allocated to be made by Acer Group
pursuant to this Section 2.3 shall be made by Acer or its subsidiaries.
2.4 Within seven (7) days after the execution of this Agreement (the
"Payment Period"), each party shall deposit its capital contribution for the
Initial Capitalization into the bank account opened in the name of the
preparatory office of the JV Company to subscribe to the shares of the JV
Company pursuant to Article 2.2 and 2.3 hereof. In the event that any party
fails to pay its capital contribution for the shares subscribed by it for the
Initial Capitalization before the expiration of the Payment Period, the
remaining parties shall negotiate and consequently reach an agreement to have
such unsubscribe Shares of the defaulting party to be subscribed, within 15 days
following the close of the Payment Period, by the remaining parties or agreed
third parties. Otherwise the remaining parties shall be entitled to recover
their capital contribution made to the JV Company within 30 days after the
expiration of the Payment Period.
Capital contributions other than those for the Initial
Capitalization shall be made by each party in accordance with resolutions of the
board of directors of the JV Company.
Except as otherwise stipulated herein, at each stage of capital
increases after the incorporation of the JV Company, a certain percentage of the
newly issued shares of the JV Company shall be reserved for subscription by the
employees of the JV Company in accordance with the Company Law. In case the
employees waive the rights to subscribe, or fail to subscribe the full amount of
such reserved shares at the rights offering of the JV Company, the parties
hereto shall be entitled to subscribe such unsubscribe shares in proportion to
their then respective shareholdings.
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* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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With respect to the shares of the JV company not so subscribed by the employees
and the shareholders of the JV Company, the Board of Directors of the JV Company
may directly negotiate with third party for subscription, provided, however,
that (i) the JV Company shall cause the third party so subscribe to the shares
of the JV Company execute a counterpart of this Agreement and become a party of
this Agreement and that (ii) such third party cannot be engaged in the business
of manufacturing, assembling or testing semiconductor device.
ARTICLE 3
Structure and Management of the JV Company
3.1 The JV Company shall have a Board of Directors composed of Seven
(7) Directors and shall have Two (2) Supervisors all to be designated by parties
hereto according to the following members:
Number of Directors to be Number of
Name of Party Designated Supervisors to be Designated
ACER Two (2) One (1)
TSMC Two (2) One (1)
CHINFON One (1)
UTC One (1)
ANAM One (1)
3.2 The Director and Supervisor of the JV Company may serve a term
of three (3) years and may be re-elected.
3.3 Before completion of the term of office of a Director or
Supervisor, the party that designated the early discharged Director or
Supervisor shall re-designate a successor to complete the remaining time of term
of his or her predecessor.
3.4 The day-to day management of the JV Company including the
formulation of all pricing, sales, marketing, budgeting and operating plans and
policies shall be the responsibility of the General Manager. The General Manager
shall be nominated by and approved by the Board of Directors of the JV Company.
The General Manager shall report to the Board of Directors of the JV Company.
3.4.1 The General Manager shall:
(1) be responsible to the Board of Directors for management
of the day-to-day operation of the JV Company in accordance with resolutions of
meetings of the Board of Directors and the Meetings of Shareholders,
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(2) be responsible for preparation of the JV Companys'
financial statements and annual business plan and budget for the next fiscal
year in accordance with the Articles of Corporation of the JV Company.
(3) supervise and administer personnel employment,
discharge, dispatch and remuneration and execution of personnel policies, and
(4) have such other powers and duties in connection with
management and operation or the JV Company as delegated by the resolutions of
the Board of Directors and the Meetings of Shareholders from time to time.
3.4.2 The General Manager shall submit the annual business plan and
budget for the next fiscal year to the Board of Directors for examination and
approval each year. The annual business plan and budget shall include
comprehensive information in detail with respect to operation and management and
the estimated income and expenditures of the JV Company for the next fiscal
year.
3.4.3 The General Manager shall keep the Board of Directors advised of
the current status of material developments relating to the business operation
of the JV Company of which he is aware.
3.5 The JV Company shall have a Chief Financial Officer to be
approved by the Board of Directors of the JV Company.
3.6 Chairman of the Board of Directors of the JV Company shall be
designated by ACER to be elected by the Directors at the Board Meeting, who
shall externally represent the JV Company and preside at meetings of the Board
of Directors and Shareholders. When the Chairman is absent, provided that there
is not a Vice Chairman having been elected, he will designate a Director to
preside at such meetings in his place and in the absence of such a designation,
the Directors shall elect one from among themselves to act on behalf of the
Chairman.
3.7 The authority of the Chairman of the Board or any officer of the
JV Company shall be subject to any applicable resolutions of the Board of
Directors and Meetings of Shareholders defining or limiting the authority
thereof.
ARTICLE 4
Board of Directors
4.1 Meeting of the Board of Directors shall be convened at least
once every three months. However, the Chairman of the Board of Directors may
convene the meeting whenever it is deemed necessary.
Unless otherwise provided for herein or in the Company Law, resolutions
of the Board of Directors shall be adopted by majority of votes of the Directors
present at a meeting attended by majority of Directors of the JV Company.
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ARTICLE 5
Fiduciary Duties
Each of the parties acknowledges that the JV Company has been formed as
a corporation in order to take advantage of certain attributes of the corporate
form in operating the joint venture. The parties shall be in good faith and
under fiduciary duties pursuant to Company Law and other competent laws, to act
as shareholders, directors or supervisors of the JV Company.
ARTICLE 6
Shareholders' Meeting
6.1 Unless otherwise provided for herein or in the Company Law, the
resolutions of the Shareholders' Meeting of the JV Company shall be adopted by
majority votes of the shareholders present at a meeting attended by shareholders
representing 51% or more of the total shares issued by the JV Company.
ARTICLE 7
Dispositions of Shares, Restrictions
7.1 Unless otherwise agreed by prior written consents of all the
other parties, or to the extent allowed by other articles in this Agreement, the
parties hereto agree that within three years after incorporation of the JV
Company, they shall not sell, dispose of, assign, pledge or create any
encumbrance on the Shares then held by them, and shall not waive, or dispose of
rights of Shares, or take any action which results in the dilution of the
shareholding ratios for each party pursuant to Section 2.3.
7.2 Subject to the provisions of the preceding paragraph, if any
Subscriber (the "Selling Party") desires to sell all or part of its shares (the
"Offered Shares") in the Company, the Selling Party shall first obtain a bona
fide written offer (which offer shall be accompanied by a good faith deposit in
the form of a certified check equal to at least ten percent of the purchase
price) from the party desiring to purchase the Offered Shares, which offer shall
set forth the name and address of the prospective purchaser, the number of the
Offered Shares, the prospective purchase price and the other terms and
conditions of such offer, and the Selling Party shall first offer to the other
parties hereto on a pro rata basis in writing to sell the Offered Shares. After
receipt of the written notice, each of the other parties shall have thirty (30)
days (the "Exercising Period") to elect, by a written notice to the Selling
Party, that it will purchase all or part of the Offered Shares in proportion to
its shareholding. If any of the other parties fails to purchase the Offered
Shares purchasable by such a party within the Exercising Period, the Offered
Shares purchasable by it may be purchased within thirty days after the
expiration of the Exercising Period by other parties hereto willing to make such
purchase in proportion to their respective shareholdings.
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7.3 In case any of the other parties elects to purchase the Offered
Shares within the Exercising Period, the purchase shall be completed within
thirty (30) days (the "Closing Period") after the written notice has been given
to the Selling Party.
7.4 If all the other parties fail to notify the Selling Party of
their willingness to purchase all of the Offered Shares within the Exercising
Period or thirty (30) days subsequent to the Exercising Period, as the case may
be, or if the purchase has not been completed within the Closing Period, the
Selling Party may offer the unsold Offered Shares to any bona fide third person
provided, however, that (i) the purchase price and terms offered by the bona
fide third party shall not be more favorable than those offered to the other
parties hereto; (ii) any such purchase must be completed within thirty (30) days
("30-day period") following the expiration of the Closing Period; and that (iii)
the bona fide third person cannot be engaged directly or indirectly in the
business of manufacturing, assembling or testing semiconductor devices. If there
are any Offered Shares left undisposed by the end of the 30-day period, the
Selling Party may reduce the purchase price or change the selling terms and
offered to sell such unsold Offered Shares provided, however, that the sale
shall first be offered to the other parties hereto in accordance with the
foregoing procedures.
7.5 If any the other parties (the "Purchasing Party") elects to
purchase the Offered Shares within the Exercising Period, the Purchasing Party
shall have the option to designate one of its affiliated companies to subscribe
all or part of the Offered Shares the Purchasing Party elects to purchase.
7.6 The selling party shall cause the bona fide third party to whom
any Share of the Company is transferred pursuant to this Agreement to execute a
counterpart hereof so as to enable the transferee to become a party to this
Agreement and be entitled to the same rights and subject to the same obligations
as a party to this Agreement.
7.7 If any party hereto violates any of the provisions of this
Agreement, in addition to compensating the non-defaulting parties all losses and
damages and expenses incurred therefrom (including arbitration fee, legal
expenses and counsel fee), it shall be liable for payment of punitive damages to
the non-defaulting parties (to be allocated among the non-defaulting parties in
proportion to their respective shareholding ratio) in an amount equivalent to
ten times as much as the par value of the shares which have been arbitrarily
transferred or otherwise encumbered.
7.8 It is understood and agreed that the restriction on transfer of
Shares stipulated in this Article 7 shall be terminated immediately upon listing
of the Shares on any stock exchange, or any other-the-counter trading system
(Such as the Taiwan OTC).
7.9 For all the purposes contemplated in this Article 7, Shares
referred herein shall include such shares issued by the Company upon
incorporation for its Initial Capitalization, and those Shares issued thereafter
for any capital increase of cash contributions and reserves of the JV Company.
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ARTICLE 8
Preferred Vendor
8.1 Each of the parties agrees in principle to grant priority to the
JV Company as its vendor subject to terms to be agreed upon.
ARTICLE 9
Fiscal Methods and Procedures
9.1 The JV Company shall maintain its books and records, and prepare
its periodic statements, of accounts in accordance with accounting practices and
procedures established by the Board, which shall be in accordance with generally
accepted accounting standards and practices and with applicable requirements of
ROC law.
9.2 The JV Company shall submit the financial and other operating
reports on a quarterly basis to each party. The fiscal year of the JV Company
shall begin on the first day of January and end on the last day of December of
each year.
9.3 An internationally recognized auditor to be appointed by the
Board of Directors of the JV Company shall be engaged as the independent public
accountant of the JV company to perform an annual audit of the financial records
of the JV Company at its expense. In addition, each party hereto may, at its own
expense, assign its independent accountants to make financial reviews, audits
and other investigations on the books of the JV Company and to report thereon to
all the parties and the JV Company cooperate fully in any such review, audit or
other investigation.
ARTICLE 10
Initial Public Offerings
It is the objective of the parties to the Agreement to work toward a
public listing of the JV Company on the Taiwan Stock Exchange ("TSE"), or any
other recognized stock exchange or the Taiwan over-the-counter trading system
("OTC") (each, a "Recognized Stock Exchange") within five (5) years after
incorporation of the JV Company. The parties hereto agree to use their
commercially reasonable efforts to cause the JV Company to apply for initial
public offering and listing of the Shares on a Recognized Stock Exchange subject
to maintenance of the material rights of the parties under this Agreement.
Notwithstanding the provision of Article 7, if it is required that certain
Shares should be offered for sale to the public/third parties during an Initial
Public Offering, the parties agrees to offer Shares in proportion to their
respective shareholdings.
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ARTICLE 11
Representations, Warranties and Authorization
11.1 Each of the parties hereby represents and warrants that in case
it is a juristic person, it has been organized and incorporated and is existing
in accordance with applicable laws and has been authorized by its respective
Board of Directors or meeting of Shareholders to sign and perform this
Agreement, in case any of the parties is a natural person, he or she has the
complete power, legal right, and any other necessary legal capacity to sign and
perform this Agreement.
11.2 Each of the parties hereby represents and warrants respectively
that nothing may bar the party from executing this Agreement or performing any
obligation under this Agreement or may impede the JV Company's executing other
agreements contemplated to be executed under this Agreement or performing any
obligation under such agreement.
11.3 Each of the parties hereby represents that each of them has had
the opportunity to raise inquiries and has the ability to make its own
determination about the wisdom of investing in the JV Company and to withstand,
the loss of its investment in the JV Company.
11.4 Each party represents and warrants that no person has or will
have, as a result of the transactions contemplated by this Agreement, any
rights, interest or valid claim against or upon the JV Company or any other
party hereto for any commission, fee or other compensation as a finder or broker
because of any act or omission by such party or any agent of such party. Each
party agrees to indemnify and hold the JV Company and each other party hereto
harmless against any and all costs and liabilities as a result of any such claim
arising from any such act or omission by such party.
ARTICLE 12
Confidentiality
Except for business requirement or unless otherwise required by
applicable laws and regulations, no parties hereto shall disclose to any third
person any confidential document, information, trade secrets or other matters
relating to the business operation of the JV Company and shall not, by making
use of the aforesaid information, conduct any de factor or de jury activity
which leads to any competition against the interest of the JV Company. Each
party hereto shall still have the obligation of non-disclosure within five years
after it has ceased being a party to this Agreement or after the termination of
this Agreement.
ARTICLE 13
Term and Termination
13.1 This Agreement shall continue in full force and effect from the
date of execution until the dissolution of the JV Company or sooner terminated
in accordance with this Agreement.
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13.2 Except as otherwise provided for herein, this Agreement may be
terminated upon occurrence of any of the following events.
(1) In the event that any party is insolvent, bankrupt or
placed in the hand of a receiver, transferee, other custodian or liquidator, or
becomes unable to perform its obligation under this Agreement, the other parties
may agree to terminate this Agreement; or
(2) If any party breaches any of the covenants and
stipulations herein contained, any other parties may serve on the defaulting
party a written notice specifying the breach and requiring the defaulting party
within thirty (30) days to cure the same. If the defaulting party has not within
the said period of thirty (30) days complied with the notice to cure the
breaches, this Agreement, may be terminated by agreement by all of the
non-defaulting parties upon the expiration of the thirty (30) days period.
13.3 Unless otherwise agreed upon by all the parties in writing, the
parties terminating the Agreement pursuant to Article 13.2(2) above shall be
entitled to the following in order of preference.
(1) offer to purchase, or sell, the Shares in the JV Company
(pro rata among themselves unless they otherwise agree in the case of purchase
of, the Shares) from, or to, the defaulting party at a price to be negotiated in
good faith by the parties. In attempting to reach a fair price of the Shares,
the parties shall utilize all then available resources in arriving at such
price, including but not limited to, use of generally accepted valuation
methodologies and such other assistance and practices commonly used in the
Republic of China for this purpose. If, after exhausting all, available
resources, the parties still cannot agree on a price for the Shares, the
non-defaulting parties as a group and the defaulting party shall each appoint
one investment banker/appraiser in the Republic of China to determine a fair
price. If the prices of the Shares so determined by said investment
bankers/appraisers vary (as measured by the higher price) by more than 20%, a
third investment banker/appraiser shall be selected by the investment
bankers/appraisers initially selected by the Parties. The opinion of the third
investment banker/appraiser shall be final. In the case where the prices so
determined by the initially selected investment bankers/appraisers vary by less
than 20%, the parties shall attempt to negotiate the difference, otherwise, the
midpoint of the two prices shall be deemed the final price of the Shares (the
"Transferred Price"). The non-defaulting parties as a group and the defaulting
party shall each pay the fees and expenses of its respective investment
banker/appraiser and the third investment banker/appraiser equally.
(2) dissolve and liquidate the JV Company in accordance with
the Company Law
13.4 The termination of this Agreement shall not release any party
from any liability which at the time of termination has already accrued, and
such termination shall not affect such of the provisions of this Agreement as
are expressed or intended to survive, operate or have effect thereafter.
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ARTICLE 14
Non-competition
Neither of the parties shall be under any obligation to the other
parties hereto for non-competition in the business as operated by the JV
Company. In case any of the parties is subsequently selected to be a director of
the JV Company and the approval therefor given by the shareholders of the JV
Company is required in accordance with Article 209 of the Company Law, the other
parties shall exercise their voting powers to cause the shareholders' meeting to
adopt such approval.
ARTICLE 15
Notices
15.1 Written notice and other communication required or permitted to
be given under this Agreement shall be delivered by hand, or sent by registered
mail with acknowledged receipt, and shall be considered to be duly served when
delivered to the parties at the addresses given above or at such other address
as either party shall have specified in a written notice to the other party.
ARTICLE 16
Assignment
16.1 Unless otherwise provided for herein, any right and obligation
set forth in this Agreement shall not be assigned by any party hereto to any
third party without written consent of the other parties.
ARTICLE 17
Amendment
17.1 Unless otherwise provided for herein, any amendment or addition
to this Agreement must be made in writing and signed by the parties hereto.
17.2 After the JV Company's Board of Directors has approved the
submission of applications for trading the Shares on any Recognized Stock
Exchange the parties hereto agree to review the terms and conditions of this
Agreement and negotiate in good faith in concluding an amendment to this
Agreement to be in compliance with the applicable trading requirements, subject
to maintenance of the material rights of the parties under this Agreement.
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ARTICLE 18
Implementation of Agreement
18.1 The parties hereto undertake to perform this Agreement in good
faith and to respect the spirit and intent of the terms and conditions of this
Agreement.
18.2 Each party hereto undertakes to, exercise its voting power at
the shareholders meeting of the JV Company, to cause its representatives acting
as directors or supervisors of the JV Company to exercise their powers and
voting power as directors or supervisor, and to cause its nominee officers, or
managers of the JV Company to act in such manner as willfully enable the
performance of the terms and conditions of this Agreement.
18.3 AICL and AMKOR hereby agree to jointly and separately have
rights and undertake liabilities accrued to ANAM in accordance with terms and
conditions of this Shareholders' Agreement.
ARTICLE 19
Governing Law
This Agreement will be construed and performed in accordance with the
laws of the Republic of China.
ARTICLE 20
Arbitration
In case of any dispute relating to or arising from this Agreement, the
parties hereto through discussions and negotiation in good faith shall settle
it. Failure to settle the dispute accordingly, the parties hereto agree to
submit to the arbitration to be held in Taipei in accordance with the provisions
of the Commercial Arbitration Act of the Republic of China.
ARTICLE 21
Disclaimer of Agency, Partnership, Etc.
This Agreement is not intended and shall not be deemed to constitute any
parties hereto as the legal representative, agent or partner of the other
parties, nor shall any shareholders have the right or authority to assume,
create or incur any liability or any obligation of any kind, expressed or
implied, against or on behalf of the other parties.
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Acer Incorporated
By /s/ Xxxxxx Xxxxx
-----------------------------------------------
Xxxxxx Xxxxx
Corporate General Contoller
Taiwan Semiconductor Manufacturing Company Ltd.
By /s/ Fing-Chuprns Wang
----------------------------------------------------
Fing-Chuprns Wang
President
Chinfon Semiconductor & Technology Co., Ltd.
By /s/ Alex X.X. Xxxx
----------------------------------------------------
Alex X.X. Xxxx
President
Scientek International Investment Co., Ltd.
By /s/ X.X. Xxxx
----------------------------------------------------
X.X. Xxxx
Chairman
Anam Industrial Co. Ltd.
By /s/ Xxxxxx X. Xxx
----------------------------------------------------
Xxxxxx X. Xxx, Attorney-in-fact for Xxxxx X. Xxx
Amkor Electronics, Inc.
By /s/ Xxxxxx X. Xxx
----------------------------------------------------
Xxxxxx X. Xxx, Attorney-in-fact for Xxxxx X. Xxx
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