<PAGE> 1
================================================================================
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer Pursuant to Rule
13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of April, 2000
Commission File Number 0-29103
ST ASSEMBLY TEST SERVICES LTD
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant's name into English)
Republic of Singapore
(Jurisdiction of incorporation or organization)
5 Yishun Street 23
Singapore 768442
(65) 755-5885
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b). Not applicable.
================================================================================
<PAGE> 2
ST ASSEMBLY TEST SERVICES LTD
(Incorporated in the Republic of Singapore)
NOTICE OF SIXTH ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Sixth Annual General Meeting of ST Assembly Test
Services Ltd (the "Company") will be held at its registered office at 5 Yishun
Street 23, Singapore 768442, on June 8, 2000 at 10.00 a.m. to transact the
following routine and special business:-
ROUTINE BUSINESS
1) To receive and adopt the Audited Accounts of the Company for the
financial year ended December 31, 1999, together with the Reports of the
Directors and Auditors.
2) To re-elect the following Directors each of whom will retire pursuant to
Article 94 of the Articles of Association of the Company and who, being
eligible, offer themselves for re-election:-
(a) Mr Liow Voon Kheong
(b) Mr Sum Soon Lim
(c) Mr Charles Richard Wofford
3) To re-appoint KPMG as Auditors to hold office until the conclusion of the
next annual general meeting at a remuneration to be determined by the
Board of Directors.
4) To approve Directors' fees totalling S$510,000.00 for the year ended
December 31, 1999 (S$300,000.00 for the year ended December 31, 1998).
SPECIAL BUSINESS
5) To consider and, if thought fit, to pass with or without modifications
the following resolutions:-
ORDINARY RESOLUTIONS
(A) AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 161 OF THE
COMPANIES ACT, CHAPTER 50.
Resolved that pursuant to Section 161 of the Companies Act, Chapter 50,
the Directors be and are hereby authorised to allot and issue shares in
the capital of the Company to any person on such terms and conditions and
with such rights or restrictions as they may think fit to impose and that
such authority shall continue in force until the conclusion of the next
annual general meeting ("AGM") of the Company or the expiration of the
period within which the next AGM is required by law to be held, whichever
is the earlier.
(B) AUTHORITY TO ALLOT AND ISSUE SECURITIES PURSUANT TO SECTION 161 OF THE
COMPANIES ACT, CHAPTER 50.
Resolved that pursuant to Section 161 of the Companies Act, Chapter 50,
approval be and is hereby given to the Directors to:-
(i) (aa) create and issue securities ("Securities") including,
without limitation, warrants or options to subscribe for
new ordinary shares of the Company ("New Shares") or to
purchase from the Company other securities issued or to be
issued by the Company, debt securities and securities which
are convertible into, exchangeable for, or exercisable for,
New Shares or other securities issued or to be issued by
the Company to any person or persons and on such terms and
conditions as the Directors may think fit to impose;
<PAGE> 3
(bb) create and issue any further Securities ("Further
Securities") as may be required or permitted to be issued
in accordance with the terms and conditions of the
Securities; and
(cc) make, enter into and/or issue offers, agreements, options,
undertakings, guarantees and/or indemnities (together
referred to as "Agreements") which would or might require
the issue of New Shares or other securities by the Company
with any person or persons and on such terms and conditions
as the Directors may think fit to impose;
(ii) allot and issue from time to time:-
(aa) such number of New Shares as may be required or permitted
to be allotted or issued on the conversion, exchange or
exercise of the Securities, or any of them, to the holders
of such Securities on the conversion, exchange or exercise
thereof, subject to and otherwise in accordance with the
terms and conditions of the Securities;
(bb) on the same basis as paragraph (ii)(aa) above, such further
New Shares as may be required to be allotted and issued on
the conversion, exchange or exercise of any of the Further
Securities in accordance with the terms and conditions of
the Further Securities; and
(cc) such number of New Shares as may be required or permitted
to be allotted or issued pursuant to and otherwise in
accordance with the terms and conditions of the Agreements;
and
(iii) take such steps, make such amendments to the terms and conditions
of the Securities, the Further Securities and the Agreements and
any of them, and exercise such discretion as the Directors may
from time to time deem fit, advisable or necessary in connection
with all or any of the above matters.
(C) AMENDMENT TO THE ST ASSEMBLY TEST SERVICES LTD SHARE OPTION PLAN 1999
(THE "ESOP99")
Resolved that pursuant to Section 10(b) of the ESOP99 and further to
resolutions passed by the shareholders on May 28, 1999, approval be and
is hereby given for the ESOP99 to be amended to increase the maximum
number of ordinary shares that may be issued under the ESOP99 from 85
million ordinary shares to 150 million ordinary shares and that such
ordinary shares, when allotted, issued and paid for in accordance with
the ESOP99, shall be validly issued and fully paid ordinary shares in the
capital of the Company.
(D) AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO THE ESOP99
Resolved that the Directors be and are hereby authorised to offer and
grant options in accordance with the provisions of the ESOP99, as
amended, and to allot and issue from time to time such number of ordinary
shares of the Company as may be required to be issued pursuant to the
exercise of the options under the ESOP99.
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6) To transact any other business as may be properly transacted at any
annual general meeting.
BY ORDER OF THE BOARD
CHUA SU LI (MRS)
Company Secretary
April 24, 2000
NOTE:
(1) A Shareholder is a person whose name appears on the Depository Register
of The Central Depository (Pte) Limited in Singapore or a person
registered in the Company's Register of Shareholders (Members).
(2) A Shareholder entitled to attend and vote at the Annual General Meeting
is entitled to appoint a proxy to attend and vote on his behalf. A proxy
need not be a Shareholder of the Company. The instrument appointing a
proxy must be deposited at the registered office of the Company at 5
Yishun Street 23, Singapore 768442 not less than 48 hours before the time
appointed for holding the Annual General Meeting or any adjournment
thereof. A proxy may be revoked at any time prior to the time it is
voted.
(3) The Company is subject to the continuing Nasdaq listing rules and
applicable U.S. federal securities laws and will not be subject to the
continuing listing rules of the Singapore Exchange Securities Trading
Limited.
3
<PAGE> 5
ST ASSEMBLY TEST SERVICES LTD
(Incorporated in the Republic of Singapore)
PROXY STATEMENT
April 24, 2000
GENERAL
The accompanying proxies are solicited on behalf of the Board of Directors (the
"Board") of ST Assembly Test Services Ltd ("STATS"), a company incorporated in
the Republic of Singapore under the Companies Act, Chapter 50 of Singapore (the
"Companies Act"), for use at STATS's Annual General Meeting of Shareholders (the
"Annual General Meeting") to be held on June 8, 2000 (the "Annual Meeting
Date"), at 10 a.m. (Singapore time), at 5 Yishun Street 23, Singapore 768442, or
any adjournments or postponements thereof, for the purposes set out in the
accompanying Notice of Annual General Meeting.
A shareholder is a person whose name appears on the Depository Register (as
defined in the Companies Act) maintained by The Central Depository (Pte) Limited
in Singapore or a person registered in STATS's Register of Shareholders
(Members) as a holder of STATS's Ordinary Shares, par value S$0.25 per share
(the "Ordinary Shares" or "Shares"). Shareholders who are registered with The
Central Depository (Pte) Limited or in STATS's Register of Shareholders
(Members) at least 48 hours before the time set for the Annual General Meeting
shall be entitled to vote at the Annual General Meeting. At the close of
business on March 31, 2000, the number of issued Ordinary Shares of STATS was
982,245,035. Any two or more Shareholders holding or representing a total of
one-third of the outstanding Ordinary Shares of STATS present in person or by
proxy at the Annual General Meeting will constitute a quorum for the transaction
of business at the Annual General Meeting.
This Proxy Statement, the accompanying proxies, the related Notice of the Annual
General Meeting and STATS's Annual Report were first mailed to Shareholders on
or about April 24, 2000.
VOTING RIGHTS AND SOLICITATION OF PROXIES
On the Annual Meeting Date, Shareholders are entitled to one vote for each
Ordinary Share held. Ordinary Shares may not be voted cumulatively.
Any Shareholder signing a proxy in the form accompanying this Proxy Statement
has the power to revoke it either prior to the Annual General Meeting at which
the matter voted by proxy is acted upon or at the Annual General Meeting prior
to the vote on the matter. A proxy may be revoked by a subsequent proxy that is
signed by the Shareholder giving it or by such Shareholder attending the Annual
General Meeting and voting in person. To be effective, a proxy must be deposited
at STATS's registered office located at 5 Yishun Street 23, Singapore 768442, at
least forty-eight (48) hours before the time set for the Annual General Meeting
or any adjournment thereof.
A proxy need not be a Shareholder. Shareholders may appoint any member of the
Board or any other person as their proxy.
The expense of printing and mailing proxy materials will be borne by STATS. In
addition to the solicitation of proxies by mail, solicitation may be made by
certain directors, officers and other employees of STATS by personal interview,
telephone or facsimile. No additional compensation will be paid for such
solicitation. STATS will request brokers and nominees who hold Ordinary Shares
in their names and the ADR Depositary to furnish proxy materials to beneficial
owners of the Ordinary Shares and ADRs and will reimburse such brokers and
nominees for their reasonable expenses incurred in forwarding solicitation
materials to such beneficial owners.
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Ordinary Shares represented by duly executed proxies deposited with STATS will
be voted at the Annual General Meeting in accordance with Shareholders'
instructions contained in the instrument. In the absence of specific
instructions in the proxy, the proxy of a Shareholder may vote or abstain as he
may think fit. On a show of hands, each of the resolutions to be proposed under
Proposals 1, 2, 3, 4 and 5 will be duly passed by the affirmative vote of a
simple majority of Shareholders present and voting at the Annual General
Meeting. On a poll, each of the resolutions to be proposed under Proposals 1, 2,
3, 4 and 5 will be duly passed by the affirmative vote of a simple majority of
votes cast at the Annual General Meeting for each Ordinary Share held.
PROPOSAL NO. 1 -- TO RECEIVE AND ADOPT THE AUDITED ACCOUNTS OF STATS FOR THE
FINANCIAL YEAR ENDED DECEMBER 31, 1999, TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND AUDITORS
STATS's Annual Report for its financial year ended December 31, 1999 accompanies
this Proxy Statement. STATS's financial statements contained in its Annual
Report have been prepared in conformity with United States generally accepted
accounting principles. STATS's financial statements are accompanied by an
auditors' report of KPMG.
THE BOARD RECOMMENDS A VOTE FOR THE RECEIPT AND ADOPTION OF THE DIRECTORS'
REPORT, AUDITED ACCOUNTS AND AUDITORS' REPORT
PROPOSAL NO. 2 (A) -- RE-ELECTION OF DIRECTOR, MR. LIOW VOON KHEONG
According to STATS's Articles of Association, one-third of the Board will retire
at each Annual General Meeting. The retiring Director is nonetheless eligible
for re-election.
Accordingly, pursuant to Article 94 of STATS's Articles of Association, on the
date of the Annual General Meeting, Mr. Liow Voon Kheong shall retire as
Director by rotation. He has offered himself for re-election. The Board believes
that it is in the best interest of STATS to re-elect Mr. Liow Voon Kheong as
Director.
THE BOARD RECOMMENDS A VOTE FOR THE RE-ELECTION OF MR. LIOW VOON KHEONG AS A
DIRECTOR OF STATS TO HOLD OFFICE
PROPOSAL NO. 2 (B) -- RE-ELECTION OF DIRECTOR, MR. SUM SOON LIM
According to STATS's Articles of Association, one-third of the Board will retire
at each Annual General Meeting. The retiring Director is nonetheless eligible
for re-election.
Accordingly, pursuant to Article 94 of STATS's Articles of Association, on the
date of the Annual General Meeting, Mr. Sum Soon Lim shall retire as Director by
rotation. He has offered himself for re-election. The Board believes that it is
in the best interest of STATS to re-elect Mr. Sum Soon Lim as Director.
THE BOARD RECOMMENDS A VOTE FOR THE RE-ELECTION OF MR. SUM SOON LIM AS A
DIRECTOR OF STATS TO HOLD OFFICE
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PROPOSAL NO. 2(C) -- RE-ELECTION OF DIRECTOR, MR. CHARLES RICHARD WOFFORD
According to STATS's Articles of Association, one-third of the Board will retire
at each Annual General Meeting. The retiring Director is nonetheless eligible
for re-election.
Accordingly, pursuant to Article 94 of STATS's Articles of Association, on the
date of the Annual General Meeting, Mr. Charles Richard Wofford shall retire as
Director by rotation. He has offered himself for re-election. The Board believes
that it is in the best interest of STATS to re-elect Mr. Charles Richard Wofford
as Director.
THE BOARD RECOMMENDS A VOTE FOR THE RE-ELECTION OF MR. CHARLES RICHARD WOFFORD
AS A DIRECTOR OF STATS TO HOLD OFFICE
PROPOSAL NO. 3 -- RE-APPOINTMENT OF KPMG AS INDEPENDENT AUDITORS AND FIXING
THEIR REMUNERATION
The Board intends to engage KPMG as STATS's independent auditors to perform the
audit of its financial statements for the fiscal year 2000. KPMG has audited
STATS's financial statements for the past five fiscal years. The Board expects
that a representative of KPMG will be present at the Annual General Meeting.
Such representative will be given an opportunity to make a statement at the
meeting if he desires to do so, and will be available to respond to appropriate
questions. KPMG has consented to act as auditors for fiscal year 2000.
THE BOARD RECOMMENDS A VOTE FOR THE RE-APPOINTMENT OF KPMG AS AUDITORS TO HOLD
OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AND AUTHORIZATION
FOR THE BOARD TO FIX THEIR REMUNERATION
PROPOSAL NO. 4 -- APPROVAL OF DIRECTORS' FEES
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
In 1999, the aggregate amount of compensation paid by STATS to all its directors
and executive officers listed below was approximately US$2.6 million. In 1999,
STATS's directors received remuneration broken down as follows:
<TABLE>
<CAPTION>
EXECUTIVE NON-EXECUTIVE
DIRECTORS DIRECTORS TOTAL
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
US$250,000 and above 1 -- 1
US$150,000 to US$249,999 2 -- 2
US$0 to US$149,999 -- 9 9
</TABLE>
STATS does not have any pension, retirement or other similar post-retirement
benefits.
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Non-executive directors receive annual directors' fees except that directors'
fees for those employed by Singapore Technologies Pte Ltd are paid to Singapore
Technologies Pte Ltd and for those employed by EDB Investments Pte Ltd ("EDBI")
are paid to EDBI. Those who are not employed by Singapore Technologies Pte Ltd
or EDBI also receive compensation for attending meetings of the Board of
Directors. Directors are reimbursed for reasonable expenses they incur in
attending meetings of the Board and its committees. They may also receive
compensation for performing additional or special duties at the request of the
Board. Alternate Directors do not receive any compensation for serving or
attending meetings of the Board. Mr. Tan Bock Seng and Mr. Lee Joon Chung, who
are executive directors of STATS, do not receive directors' fees.
As at December 31, 1999, STATS had 12 Directors (including 3 Alternate
Directors) on the Board. In Singapore it is customary that Directors are paid a
fee for their contributions to the company. For the fiscal year ended December
31, 1998, STATS paid Directors' fees totaling S$300,000.00. STATS seeks approval
for the payment of Directors' fees of S$510,000.00 for the fiscal year ended
December 31, 1999 for their contributions to STATS.
Directors' fees for the fiscal year ended December 31, 1999 represent an
increase of 70% over Directors' fees for the fiscal year ended December 31,
1998. This increase was due to the setting up of more board committees and the
corresponding increase in meeting attendance by STATS's Directors.
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF DIRECTORS' FEES TOTALLING
S$510,000.00 FOR THE YEAR ENDED DECEMBER 31, 1999
PROPOSAL NO. 5 -- AUTHORITY TO ALLOT AND ISSUE SHARES
STATS is incorporated in the Republic of Singapore. Under the Companies Act, the
Directors may exercise any power of the company to issue new Ordinary Shares
only with the prior approval of the Shareholders of the company at a general
meeting. Such approval, if granted, is effective from the date of the meeting at
which it was given to the conclusion of the next annual general meeting of
shareholders of the company or the expiration of the period within which the
next annual general meeting is required by law to be held, whichever is the
earlier.
Shareholders' approval is sought for the issue of new Ordinary Shares during the
period from the Annual General Meeting to the next annual general meeting. This
approval, if granted, will lapse at the conclusion of the Annual General Meeting
of STATS to be held in 2001.
The requirement for Shareholders' approval under the Companies Act extends to
the issue of new Ordinary Shares arising from the conversion, exchange or
exercise of other securities, including warrants or options to subscribe for new
Ordinary Shares of STATS or to purchase from STATS other securities issued or to
be issued by STATS, debt securities and securities which are convertible into,
exchangeable for, or exercisable for new Ordinary Shares, new Ordinary Shares
pursuant to any offers, agreements, options, undertakings, guarantees and/or
indemnities to be made, entered into or issued by STATS, as well as new Ordinary
Shares to be issued pursuant to the exercise of options under the ST Assembly
Test Services Ltd Share Option Plan 1999 (the "ESOP99").
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Shareholders' approval is sought for the creation and issuance of new
securities, including but not limited to warrants, options or other securities
convertible into, exchangeable for, or exercisable for, Ordinary Shares, the
making, entry into and/or issue of offers, agreements, options, undertakings,
guarantees and/or indemnities by STATS which would or might require the issue of
Ordinary Shares, and the issuance of Ordinary Shares required or permitted to be
allotted and issued on the conversion, exchange or exercise of such securities,
pursuant to such offers, agreements, options, undertakings, guarantees and/or
indemnities, or upon the exercise of any options under the ESOP99.
The Board believes that it is advisable and in the best interests of STATS and
its Shareholders to have a sufficient number of new Ordinary Shares for issuance
in future financing transactions, acquisitions and other proper corporate
opportunities and purposes. Having additional Ordinary Shares available for
issuance in the future would give STATS greater flexibility to pursue corporate
opportunities and, subject to the listing requirements of the Nasdaq National
Market, enable it to issue Ordinary Shares without the expense and delay of
having to convene an extraordinary general meeting of Shareholders.
In summary, under proposal 5, Shareholders are requested to authorise the Board
to:
a) issue shares in the capital of STATS pursuant to Section 161 of the
Companies Act;
b) create and issue securities and to issue shares in connection therewith
in the capital of STATS pursuant to Section 161 of the Companies Act;
c) amend the ESOP99 to increase the maximum number of shares that may be
issued under the ESOP99 from 85 million to 150 million shares; and
d) offer and grant options and to issue additional shares in capital of
STATS pursuant to the ESOP99.
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE RESOLUTIONS SET OUT UNDER PROPOSAL
NO. 5, AS DESCRIBED ABOVE AND IN THE NOTICE OF ANNUAL GENERAL MEETING.
OTHER BUSINESS
The Board of Directors does not presently intend to bring any other business
before the Annual General Meeting, and so far as is known to the Board, no
matters are to be brought before the Annual General Meeting, except as is
specified in this Proxy Statement. As to any business that may properly come
before the Annual General Meeting, however, it is intended that proxies, in the
form enclosed, will be voted in respect thereof in accordance with the judgement
of those persons voting such proxies.
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BACKGROUND
EXECUTIVE OFFICERS AND DIRECTORS
STATS's directors and executive officers are as follows:
<TABLE>
<CAPTION>
NAME POSITION
- ----------------------------------------------------------------------------------------------------------
<S> <C>
BOARD OF DIRECTORS AND CERTAIN
EXECUTIVE OFFICERS
Tan Bock Seng(1) Chairman of the Board of Directors & Chief Executive
Officer
Lim Ming Seong(2)(3) Deputy Chairman of the Board of Directors
Lee Joon Chung Director and President
Sum Soon Lim(1) Director
Steven Hugh Hamblin(2) Director
Koh Beng Seng(1) Director
Liow Voon Kheong Director
Premod Paul Thomas(2) Director
Charles Richard Wofford(1)(3) Director
June Chia Lihan Alternate Director to Mr. Lee(4)
Executive Vice President, Sales and Marketing
Gan Chee Yen Alternate Director to Mr. Thomas(4)
Lai Yeow Hin Alternate Director to Mr. Liow(4)
OTHER EXECUTIVE OFFICERS
Wong Kok Kit Chief Financial Officer
Han Byung Joon Chief Technology Officer
Lee Hoong Leong Vice President, Leaded Business
Tan Chee Keong Vice President, Test Business
John Briar Vice President, Packages Technology Development
Steve Liew Vice President, Array Business
Choong Chan Yong Vice President, Sales and Marketing
John McCarvel President, Singapore Technologies Assembly and Test
Services, Inc.
</TABLE>
(1) Member of the Audit Committee.
(2) Member of the Budget Committee.
(3) Member of the Executive Resource and Compensation Committee.
(4) Under Singapore companies law, a director appointed by a company may, if
permitted by the Articles of Association of such company, appoint an
alternate director to act in place of such director should the director
be unable to perform his or her duties as director of such company for a
period of time.
None of STATS's Directors, Executive Officers or substantial shareholders is
related to another.
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TAN BOCK SENG
Tan Bock Seng has served as a director since January 1995 and has been STATS's
Chairman and Chief Executive Officer since May 1998. He became a member of
STATS's Audit Committee in April 1999. Mr. Tan has 29 years of experience in the
semiconductor industry and has held key positions in several multinational
corporations, including Fairchild Singapore Pte Ltd and Texas Instruments
Singapore Pte Ltd. He was President of Chartered Semiconductor Manufacturing Ltd
from 1993 to 1998 and Managing Director of National Semiconductor, Singapore,
from 1988 to 1993. Mr. Tan received his Bachelor of Science in Mathematics from
the University of Singapore.
LIM MING SEONG
Lim Ming Seong became STATS's Deputy Chairman in June 1998 and was appointed
Chairman of the Budget Committee in April 1999. He was also a member of the
Employees' Share Ownership Scheme Committee, which has subsequently been
replaced by the Executive Resource and Compensation Committee of which he is a
member. Mr. Lim is the Group Director of Singapore Technologies Pte Ltd, Deputy
Chairman of the Board of Directors of Chartered Semiconductor Manufacturing Ltd
and Chairman of CSE Systems & Engineering Ltd. After joining Singapore
Technologies Pte Ltd in December 1986, Mr. Lim has held various senior positions
in the Singapore Technologies Group. Prior to joining Singapore Technologies Pte
Ltd, Mr. Lim was with the Ministry of Defence of Singapore. Mr. Lim received his
Bachelor of Applied Science (Honors) in Mechanical Engineering from the
University of Toronto and his Diploma in Business Administration from the
University of Singapore. Mr. Lim also participated in the Advanced Management
Programs at INSEAD and Harvard University.
LEE JOON CHUNG
Lee Joon Chung has been STATS's President since February 1997 and was appointed
to STATS's Board of Directors in October 1998. Prior to serving as President,
Mr. Lee was STATS's General Manager from January 1995 to February 1997. From
1990 to 1994, Mr. Lee was with Microchip Technology and served as its Vice
President of Far East Operations from July 1993 until February 1994. Mr. Lee
received his Bachelor of Science in Mechanical Engineering from the University
of Alberta, Canada.
SUM SOON LIM
Sum Soon Lim was appointed to STATS's Board of Directors in January 1998 and
became Chairman of the Audit Committee in April 1999. Mr. Sum is currently a
part-time corporate advisor to Singapore Technologies Pte Ltd and is on the
Board of Directors of Chartered Semiconductor Manufacturing Ltd. Prior to
accepting his position with Singapore Technologies Pte Ltd, Mr. Sum worked for
the Singapore Economic Development Board, DBS Bank, J.P. Morgan Inc., Overseas
Union Bank and Nuri Holdings (S) Pte Ltd, a private investment holding company.
Mr. Sum is also a member of the Securities Industry Council. Mr. Sum received
his Bachelor of Science (Honors) in Production Engineering from the University
of Nottingham, England.
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STEVEN HUGH HAMBLIN
Steven Hugh Hamblin was appointed to STATS's Board of Directors in June 1998 and
became a member of the Budget Committee in April 1999. Mr. Hamblin was with
Compaq Computer Corporation from 1984 to 1996 and held various positions
including, Managing Director of Compaq Asia Manufacturing, Vice President
Asia/Pacific Division, Vice President and Financial Controller for Corporate
Operations, and Vice President of Systems Division Operations. He was with Texas
Instruments for ten years before leaving as its Division Controller,
Semiconductor Group, to join General Instrument, Microelectronics Division, New
York in 1983 as its Group Financial Executive. Mr. Hamblin received his Bachelor
of Science in Civil Engineering from the University of Missouri, Columbia and
his Master of Science in Industrial Administration from Carnegie-Mellon
University.
KOH BENG SENG
Koh Beng Seng was appointed to STATS's Board of Directors in February 1999 and
became a member of the Audit Committee in April 1999. He is currently Senior
Advisor to Asia Pulp & Paper Company Ltd and an advisor to the International
Monetary Fund. He is on the Board of Directors of Chartered Semiconductor
Manufacturing Ltd. Mr. Koh is active in the financial services sector and was
with the Monetary Authority of Singapore from 1973 to 1998, where he served as
Deputy Managing Director from 1988 to 1998. Mr. Koh received his Bachelor of
Commerce (First Class Honors) from Nanyang University and his MBA from Columbia
University. Mr. Koh was awarded an Overseas Postgraduate Scholarship by the
Monetary Authority of Singapore in 1978. In 1987, the President of the Republic
of Singapore awarded him a Meritorious Service Medal.
LIOW VOON KHEONG
Liow Voon Kheong was appointed to STATS's Board of Directors in October 1997.
Mr. Liow is presently Assistant Managing Director (Operations) of the Economic
Development Board, General Manager of EDB Investments Pte Ltd, Director/General
Manager of EDB Ventures Pte Ltd and EDB Ventures 2 Pte Ltd and General Manager
of PLE Investments Pte Ltd. Mr. Liow started his career with the Economic
Development Board in 1976. He received his Bachelor of Engineering (Electrical &
Electronics) and his Diploma in Business Administration from the University of
Singapore.
PREMOD PAUL THOMAS
Premod Paul Thomas was appointed to STATS's Board of Directors in March 1998 and
became a member of the Budget Committee in April 1999. Mr. Thomas is Director
(Finance) of Singapore Technologies Pte Ltd and is an Alternate Director on the
Board of Directors of Chartered Semiconductor Manufacturing Ltd. Before joining
Singapore Technologies Pte Ltd in February 1998 he was with Tirtamas Group,
Jakarta, as Group Executive Advisor from 1995 to 1998 and with Bank of America
from 1983 to 1995. Mr. Thomas received his Bachelor of Commerce (First Class
Honors) from Loyola College, India in 1977. He is a Certified Associate of the
Indian Institute of Bankers, Bombay, and has an MBA from the Indian Institute of
Management, Ahmedabad.
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CHARLES RICHARD WOFFORD
Charles Richard Wofford was appointed to STATS's Board of Directors in February
1998 and became a member of the Audit Committee and the Executive Resource and
Compensation Committee in April and August 1999, respectively. Mr. Wofford is
presently the Vice-Chairman of FSI International. Mr. Wofford was with Texas
Instruments for 33 years before leaving as Senior Vice-President to join Farr
Company in 1991. He was the Chairman, CEO and President of Farr Company from
1992 to 1995. He received his Bachelor of Arts in Mathematics and Psychology
from Texas Western College.
JUNE CHIA LIHAN
June Chia Lihan was appointed Alternate Director to Lee Joon Chung in October
1998. Ms Chia joined STATS in 1994 and became STATS's Executive Vice-President,
Worldwide Sales & Marketing in April 1998. From 1991 to 1994, Ms. Chia was with
Nortel Australia and served as its Director of Manufacturing Operations from
early 1993 to July 1994. Ms. Chia received her Bachelor of Engineering (First
Class Honors) from the University of Singapore and her MBA from the National
University of Singapore.
GAN CHEE YEN
Gan Chee Yen was appointed Alternate Director to Premod Paul Thomas in July
1999. Mr. Gan has been in the finance accounting field for more than 15 years
and is currently the Group Financial Controller of Singapore Technologies Pte
Ltd. He was the Senior Manager of Singapore Technologies Marine Ltd before
joining Singapore Technologies Pte Ltd in September 1996 as the Group Financial
Controller. Mr. Gan received his Bachelor of Accountancy from the National
University of Singapore.
LAI YEOW HIN
Lai Yeow Hin was appointed Alternate Director to Liow Voon Kheong in October
1997. Mr. Lai started his career with the Singapore Economic Development Board
in the electronics industry in 1990. He is presently holding concurrent
positions as Chief Information Officer and Deputy Director, Electronics
(Industry Development Division), Economic Development Board. From December 1992
to January 1996, Mr. Lai was the Director of the Economic Development Board's
office in Los Angeles. He was a Founding Director of the Singapore American
Business Association of Southern California from 1994 to 1996. Currently, Mr.
Lai is a member of the management board of the Centre for Wireless
Communications at the National University of Singapore and a member of the
management board of the Centre for Signal Processing at the Nanyang
Technological University. Mr. Lai received his Master of Science (Electrical
Engineering) from the University of Illinois (Urbana-Champaign).
WONG KOK KIT
Wong Kok Kit joined STATS in February 1998 and became STATS's Chief Financial
Officer in May 1999. Mr. Wong has more than 14 years of professional experience
in finance and accounting. From 1990 to 1998, he worked for Seagate Technology
in various financial capacities, serving as its Finance Director for seven
years. Mr. Wong received his Bachelor of Business Administration from the
National University of Singapore in 1985.
12
<PAGE> 14
HAN BYUNG JOON
Han Byung Joon joined STATS and became our Chief Technology Officer in December
1999. Prior to joining STATS, Dr. Han was Director of Product Development at
Anam Semiconductor, Inc. and, before that, held various engineering positions
with IBM and AT&T Bell Labs in Murray Hill, New Jersey. Dr. Han is credited with
the invention of several wafer and chip scale semiconductor packaging
technologies patented today. Dr. Han received his Doctorate in Chemical
Engineering from Colombia University in 1998.
LEE HOONG LEONG
Lee Hoong Leong joined STATS in April 1996 and became STATS's Vice President of
Leaded Business in May 1998. Mr. Lee has held a number of management positions
at Texas Instruments and National Semiconductor Singapore in operations
management, logistics, quality assurance and equipment engineering. Mr. Lee
received his Bachelor of Engineering (Mechanical) from the University of
Singapore in 1980.
TAN CHEE KEONG
Tan Chee Keong joined STATS in June 1996 and became STATS's Vice President of
Test Business in April 1998. Prior to joining STATS, Mr. Tan was Operations
Manager with Cyrix Asia Pacific from 1993 to 1996 and Supervising Engineer with
Advanced Micro Devices Singapore Pte Ltd from 1987 to 1993. Mr. Tan received his
Bachelor of Science from University of London in 1984.
JOHN BRIAR
John Briar joined STATS in September 1997 and became STATS's Vice President of
Packages Technology Development in April 1999. Prior to joining STATS, Mr. Briar
had more than ten years of package development and managerial experience with
Northern Telecom, Compaq, Amkor and Alphatec Electronics. Mr. Briar received his
Bachelor of Science from the University of Central Florida in 1989.
STEVE LIEW
Steve Liew joined STATS in September 1998 and became STATS's Vice President of
Array Business in May 1999. Prior to joining STATS, he was Director, CABGA
Operations with Amkor/Anam Advanced Packaging Inc in the Philippines. Mr. Liew
held various managerial positions in Amkor/Anam from 1994 to 1998. Before
joining Amkor, he had over 16 years of experience working in semiconductor
assembly and packaging with Advanced Micro Devices, Western Digital, Silicon
System and General Electric. Mr. Liew received his Bachelor of Science from
California State University in 1984 and his MBA from University of La Verne, CA
in 1991.
13
<PAGE> 15
CHOONG CHAN YONG
Choong Chan Yong has been STATS's Vice President of Sales and Marketing since
February 1999. From 1991 to 1999, Mr. Choong worked for Chartered Semiconductor
Manufacturing Ltd in various management capacities, most recently as President -
Asia/Japan. Mr. Choong began his career as an engineer for Texas Instruments and
later moved to National Semiconductor where he worked as Manufacturing Section
Manager and then as Planning Manager. Mr. Choong received his Bachelor of
Science from Ohio State University in 1983.
JOHN MCCARVEL
John McCarvel joined STATS in January 1999 and became President of Singapore
Technologies Assembly and Test Services, Inc. in July 1999. From 1996 to 1998,
Mr. McCarvel served as Vice President of Strategic Business Development at
Micron Custom Manufacturing Services, Inc. He was with Dovatron International
from 1990 to 1996, in various key positions including President of Western
Operations (USA); Vice President of Worldwide Sales (based in France); and Vice
President of Pacific Rim Operations (based in Singapore). From 1985 to 1990, he
served as Corporate Controller (San Jose) and Director of Operations (based in
Singapore) for Adaptec. Mr. McCarvel received his Bachelor of Science from
Carroll College in 1985 and his MBA from the University of California in 1990.
According to STATS's Articles of Association, one-third of the Board will retire
at each Annual General Meeting. Directors are, however, eligible for
re-election. Accordingly, pursuant to Article 94 of STATS's Articles of
Association, Mr. Liow Voon Kheong, Mr. Sum Soon Lim and Mr. Charles Richard
Wofford will, on the date of the Annual General Meeting, retire as Directors by
rotation. In line with this practice, the Board of Directors is recommending
that each be re-elected at the Annual General Meeting.
The Board of Directors held five meetings in 1999. The average attendance by
Directors at Board meetings they were scheduled to attend was over 93%.
14
<PAGE> 16
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee of STATS's Board of Directors currently consists of Sum Soon
Lim (Chairman), Charles Richard Wofford, Koh Beng Seng and Tan Bock Seng. The
Audit Committee:
- - reviews the scope and results of the audits provided by STATS's internal
and independent auditors;
- - reviews and evaluates STATS's administrative, operating, and internal
accounting controls;
- - reviews material related party transactions; and
- - reviews the integrity of the financial information presented to STATS's
shareholders.
The Audit Committee held one meeting in 1999.
The Executive Resource and Compensation Committee currently consists of Ms. Ho
Ching (Chairman), Lim Ming Seong and Charles Richard Wofford. Ms. Ho Ching is
neither a director nor an executive officer of STATS. She is the President &
Chief Executive Officer of Singapore Technologies Pte Ltd and was nominated by
Singapore Technologies Pte Ltd and co-opted to the committee. She serves on the
boards of some companies within the Singapore Technologies Group. STATS's
Articles of Association allows non-board members to serve on board committees,
other than the Audit Committee which must comprise only board members under
Singapore law. The Executive Resource and Compensation Committee:
- - establishes compensation policies and incentive programs for key
executives;
- - approves salary reviews, bonuses and incentives for key executives;
- - approves share incentives, including share options and share ownership
for executives;
- - approves key appointments and reviews succession plans for key positions;
and
- - oversees the development of key executives and younger talented
executives.
The Executive Resource and Compensation Committee held one meeting in 1999.
The Budget Committee currently consists of Lim Ming Seong (Chairman), Premod
Paul Thomas, and Steven Hugh Hamblin. The Budget Committee meets with STATS's
senior management three times a year to review its quarterly financial
performance against its annual budget and to review its annual budget.
The Budget Committee held two meetings in 1999.
15
<PAGE> 17
SHARE OPTION PLAN
Effective as of May 28, 1999, STATS adopted its Share Option Plan. The purpose
of the plan is to offer selected individuals an opportunity to acquire or
increase a proprietary interest in STATS by purchasing STATS's ordinary shares.
Options granted under the Share Option Plan may be nonstatutory options or
incentive stock options intended to qualify under Section 422 of the United
States Internal Revenue Code.
The aggregate number of shares that may be issued under the Share Option Plan
and under all of STATS's other share incentive and options schemes or agreements
may not exceed 85 million shares (subject to anti-dilution adjustment pursuant
to the Share Option Plan). If an outstanding option expires for any reason or is
cancelled or otherwise terminated, the shares allocable to the unexercised
portion of such option will again be available for the purposes of the Share
Option Plan and all other share incentive and option schemes approved by STATS's
Board of Directors.
The Share Option Plan is administered by the Executive Resource and Compensation
Committee. STATS's employees, outside directors and consultants are eligible to
receive option grants except as follows:
- - employees of STATS's affiliates and STATS's outside directors and
consultants are not eligible for the grant of incentive stock options;
and
- - employees, outside directors and consultants of STATS's affiliates who
are residents of the United States are not eligible for the grant of
options.
An individual who owns more than 10% of the total combined voting power of all
classes of STATS's outstanding shares or of the shares of STATS's parent or
subsidiary is not eligible for the grant of options unless:
- - the exercise price of the option is at least 110% of the fair market
value of a share on the date of grant; and
- - in the case of an incentive stock option, such option by its terms is not
exercisable after the expiration of five years from the date of grant.
16
<PAGE> 18
The exercise price of an incentive stock option shall not be less than 100% of
the fair market value of a share on the date of grant. The exercise price of a
nonstatutory option shall not be less than 85% of the fair market value of a
share on the date of grant. In no event will the exercise price for a share be
below the par value of that share.
Options granted to persons other than officers, outside directors and
consultants shall become exercisable at least as rapidly as 20% per year over
the five-year period commencing on the date of grant.
The exercisability of options outstanding under the Share Option Plan may be
fully or partially accelerated under certain circumstances such as a change in
control of STATS, as defined in the Share Option Plan. In addition, pursuant to
the terms of the Share Option Plan, after STATS's initial public offering,
outstanding options were accelerated by 12 months if the optionee's service had
not been terminated and if his or her option agreement did not
provide otherwise.
Each grant under the Share Option Plan is evidenced by a share option agreement
and the term of options granted may not exceed ten years from the date of grant.
If the optionee's service with STATS is terminated, the optionee's outstanding
options, to the extent then exercisable, remain exercisable for a specified
period (which is based on the reason for the termination) following the date of
termination. All options which are not exercisable at the date of termination
lapse when the optionee's service terminates.
The Executive Resource and Compensation Committee may modify, extend or assume
outstanding options or may accept the cancellation of outstanding options in
return for the grant of new options for the same or a different number of shares
and at the same or a different exercise price. No modification of an option
shall, without the consent of the optionee, impair the optionee's rights or
increase the optionee's obligations under such option.
Options are generally not transferable under the plan.
In the event of certain changes in STATS's capitalization, the Executive
Resource and Compensation Committee will make appropriate adjustments in one or
more of the number of shares available for future grants under the Share Option
Plan, the number of shares covered by each outstanding option or the exercise
price of each outstanding option. If STATS is a party to a merger or
consolidation, outstanding options will be subject to the agreement of merger or
consolidation.
17
<PAGE> 19
The Share Option Plan will terminate automatically on May 28, 2009. The
Executive Resource and Compensation Committee may amend, suspend or terminate
the Share Option Plan at any time and for any reason, provided that any
amendment which increases the number of shares available for issuance under the
Share Option Plan, or which materially changes the class of persons who are
eligible for the grant of incentive stock options, will be subject to the
approval of our shareholders.
As of June 12, 1999, options to purchase an aggregate of 1,570,400 shares at
S$0.25 per share had been granted to eligible holders under the Share Option
Plan. At the close of the option offer period, on July 11, 1999, 1,563,400
options were accepted. As of November 22, 1999, options to purchase an aggregate
of 7,663,800 shares at the higher of S$2.00 or the initial public offering price
had been granted to eligible holders under the Share Option Plan of which
140,000 and 4,150,000 were granted to non-executive directors and executive
officers, respectively. At the close of the option offer period on December 7,
1999, 7,601,000 options were accepted. The options vest over five years and
expire ten years from the date of grant which is June 12, 2009 and November 22,
2009, respectively (except in the case of options held by non-executive
directors which expire five years from the date of grant). A total of 17,396,365
options are outstanding, including 361,000 and 10,022,500 options held by
non-executive directors and executive officers, respectively.
Total compensation cost is measured based on the difference between the fair
value of the shares and the price at which the shares are offered under the plan
at the time the shares are granted. Compensation expense is provided generally
over the vesting period on a systematic basis. See Note 20 to STATS's
consolidated financial statements.
18
<PAGE> 20
CERTAIN TRANSACTIONS
STATS is part of the Singapore Technologies Group. The Singapore Technologies
Group is a leading technology-based multi-national conglomerate based in
Singapore. The Singapore Technologies Group provides a full array of
multi-disciplinary capabilities, ranging from research and development, design
and engineering, precision and high value-added manufacturing, major
infrastructure development and management in the following five core business
groups: Engineering, Technology, Infrastructure, Financial Services and
Property. Other companies in the Singapore Technologies Group include Chartered
Semiconductor Manufacturing Ltd.
The Singapore Technologies Group is 100%-owned by Temasek Holdings (Private)
Limited, the principal holding company through which the corporate investments
of the Government of Singapore are held. Temasek Holdings (Private) Limited owns
78.3% of Singapore Technologies Pte Ltd. The remaining 21.7% is owned by
Singapore Technologies Holdings Ltd, which is in turn 100%-owned by Temasek
Holdings (Private) Limited.
STATS engages in transactions with companies in the Singapore Technologies Group
in the normal course of its business. Such transactions are generally entered
into on normal commercial terms. STATS has recently entered into a turnkey
contract with Chartered Semiconductor Manufacturing Ltd for its wafer, sort
assembly and test services. This agreement governs the conduct of business
between the parties, relating, among other things, to the sort, assembly and
test services which were previously solely governed by purchase orders executed
by Chartered Semiconductor Manufacturing Ltd. The agreement does not contain any
firm commitment for Chartered Semiconductor Manufacturing Ltd to purchase or for
STATS to supply services covered thereunder. The agreement is for a period of
three years and will be automatically renewed thereafter unless certain events
occur. In 1996, STATS hired ST Architects & Engineers Pte Ltd, a Singapore
Technologies Group company, to provide it with professional services in relation
to the construction of its Singapore facility. STATS paid ST Architects &
Engineers Pte Ltd an aggregate of approximately $2.1 million under the contract.
In addition, the construction contract of $38.0 million was awarded to a
Singapore Technologies Group company, Singapore Technologies Construction Pte
Ltd (now called Sembcorp Construction Pte Ltd). The construction of STATS
facility was completed in August 1998.
STATS leases the land on which its Singapore facility is situated pursuant to a
long-term operating lease from the Housing Development Board, a statutory board
of the Government of Singapore. The lease is for a 30-year period commencing
March 1, 1996, and is renewable for a further 30 years subject to the
fulfillment of certain conditions. The rent is S$84,333 ($49,500) per month
subject to revision to market rate in March of each year, with the increase
capped at 4% per annum.
19
<PAGE> 21
On April 14, 1998, STATS entered into an agreement with TriTech, an entity in
the Singapore Technologies Group, to sublease the 5th floor of its Singapore
facility for a term of 36 months. This agreement terminated on October 15, 1999.
The monthly rental is S$81,000 ($49,000) per month subject to revision in March
of each year, with any increases capped at the percentage by which its rent for
the entire facility increases. TriTech has been in liquidation since October 15,
1999. Although the judicial manager has paid STATS the rent from May 1999 until
now, TriTech still owes STATS half a month's rental for the period April 1999.
In the year ended December 31, 1999, STATS paid a management fee of $1.9 million
to Singapore Technologies Pte Ltd for various management and corporate services
provided pursuant to the Singapore Technologies Management and Support Services
Agreement dated March 3, 1997. This fee was $0.5 million, $0.9 million and $1.1
million in 1996, 1997 and 1998, respectively. The services rendered by Singapore
Technologies Pte Ltd include internal auditing, training, executive resources,
treasury, and corporate secretarial services. These services are provided by
Singapore Technologies Pte Ltd to all members of the Singapore Technologies
Group, including STATS. STATS currently pays Singapore Technologies Pte Ltd an
annual management fee which prior to December 1999 was based on certain
percentages of capital employed, sales, manpower and payroll. The new service
agreement into which STATS entered in December 1999 is a formula and service
based fee arrangement. In addition, STATS reimburses Singapore Technologies Pte
Ltd for the third-party costs and expenses Singapore Technologies Pte Ltd incurs
on its behalf. The service agreement expires in the event STATS ceases to be a
subsidiary of Singapore Technologies Pte Ltd. It can be terminated by Singapore
Technologies Pte Ltd upon STATS's prolonged failure to pay the management fees
due to Singapore Technologies Pte Ltd (but cannot be terminated by STATS).
STATS's insurance coverage is held under various insurance policies which are
negotiated and maintained by Singapore Technologies Pte Ltd but billed directly
to STATS. This enables STATS to benefit from the group rates negotiated by
Singapore Technologies Pte Ltd.
Singapore Technologies Pte Ltd provided STATS with short-term financing
(generally on a 3 to 6 month renewable basis) which loans were repaid in full in
1998. The aggregate amount of short term loans provided by Singapore
Technologies Pte Ltd for 1997 was $109.9 million. The average weighted interest
rate for these loans was 5.1% and 7.8% in 1997 and 1998, respectively. STATS
also participated with certain affiliated companies in a Singapore Technologies
Group cash management program in which daily cash surpluses or shortfalls are
lent to or borrowed among affiliated companies at a rate determined on an
arms-length basis. STATS no longer participates in this program.
20
<PAGE> 22
In 1998, STATS obtained a demand loan from ST Treasury Services Ltd, a
wholly-owned subsidiary of Singapore Technologies Pte Ltd, and a long-term loan
with the Economic Development Board. The loan agreement restricts STATS from
paying dividends, from incurring further indebtedness and from undertaking any
form of reconstruction, including amalgamation with another company, which would
result in a change in the control of STATS, in each case without prior lender
consent. The loan is unsecured, but is supported by a corporate guarantee given
by Singapore Technologies Pte Ltd.
In 1997, STATS established Singapore Technologies Assembly and Test Services,
Inc., a wholly-owned subsidiary incorporated in the State of Delaware which
provides its United States sales and marketing, research and development, design
and support services. Singapore Technologies Assembly and Test Services, Inc.
obtains human resources, finance and information technology services from
Chartered Semiconductor Manufacturing Inc., the U.S. subsidiary of Chartered
Semiconductor Manufacturing Ltd. These general and administrative expenses are
borne and recharged to STATS by Chartered Semiconductor Manufacturing Inc. These
expenses amounted to $2.2 million, $1.0 million and $1.3 million for 1997, 1998
and 1999 respectively. The service fee is determined at the end of each year for
the upcoming year. STATS expects the amount of such expenses to decrease
significantly in the future as it hires its own employees.
All new material related party transactions among STATS and its officers,
directors, principal shareholders and their affiliates require approval of a
majority of the board of directors and must be on such terms the directors
believe are no less favorable to STATS than could be obtained from unaffiliated
parties. In addition, since STATS's initial public offering, all material
related party transactions must be separately approved by the Audit Committee.
21
<PAGE> 23
SHAREHOLDINGS AND SHARE TRADING
The following table sets forth certain information regarding the ownership of
STATS's Ordinary Shares as of March 15, 2000 (i) by each person who is known by
STATS to own beneficially more than 10% of its Outstanding Ordinary Shares and
(ii) by all directors and executive officers as a group.
Beneficial ownership is determined in accordance with rules of the U.S.
Securities and Exchange Commission and includes shares over which the indicated
beneficial owner exercises voting and/or investment power. Ordinary shares
subject to options currently exercisable or exercisable within 60 days are
deemed outstanding for computing the percentage ownership of the person holding
the options but are not deemed outstanding for computing the percentage
ownership of any other person.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Singapore Technologies Pte Ltd(1) 511,532,398 52.1%
Singapore Technologies Semiconductors Pte Ltd(1) 200,695,652 20.4%
EDB Investments Pte Ltd(2) 48,021,950 4.9%
All directors and executive officers as a group(3) 13,676,500 1.4%
</TABLE>
(1) Temasek Holdings (Private) Limited, the principal holding company of the
Government of Singapore, owns 78.3% of Singapore Technologies Pte Ltd and
owns 100% of Singapore Technologies Holdings Ltd which owns the remaining
21.7% of Singapore Technologies Pte Ltd which, in turn, owns 100% of
Singapore Technologies Semiconductors Pte Ltd. Temasek Holdings (Private)
Limited may therefore be deemed to beneficially own the shares directly
owned by Singapore Technologies Pte Ltd and Singapore Technologies
Semiconductors Pte Ltd.
(2) EDB Investments Pte Ltd is a wholly owned investment holding arm of the
Economic Development Board, a Singapore government agency. The Economic
Development Board may therefore be deemed to beneficially own the shares
directly owned by EDB Investments Pte Ltd.
(3) In addition, all directors and executive officers as a group own
10,383,500 options under the Share Option Plan.
STATS's ordinary shares have been traded on the Singapore Exchange Securities
Trading Limited or SGX-ST since January 31, 2000 and STATS's American Depositary
Receipts or ADRs have been traded on the Nasdaq National Market or Nasdaq since
January 28, 2000.
As of March 15, 2000, there were approximately 8,389 shareholders on record of
the ordinary shares, of which 7,987 holders were registered in Singapore and 40
were registered in the United States, and 134 ADR-holders on record of the ADRs,
of which approximately 129 were registered in the United States. Because many of
STATS's ordinary shares and ADRs were held by brokers and other institutions on
behalf of shareholders in street name, STATS believe that the number of
beneficial holders of STATS's ordinary shares and ADRs is substantially higher.
On March 31, 2000, the closing price of STATS's ordinary shares on the SGX-ST
was S$8.45 and on Nasdaq was $48.50.
22
<PAGE> 24
ST ASSEMBLY TEST SERVICES LTD
(Incorporated in the Republic of Singapore)
-----------------------------------------------------------
IMPORTANT
1. For Investors who have used their CPF moneys to buy
shares of ST Assembly Test Services Ltd, the Annual
Report 1999 is forwarded to them at the request of
their CPF Approved Nominees and is sent solely FOR
INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF
Investors and shall be ineffective for all intents
and purposes if used or purported to be used by
them.
3. CPF Investors who wish to vote should contact their
CPF Approved Nominees.
-----------------------------------------------------------
PROXY FORM
- - SIXTH ANNUAL GENERAL MEETING
I/We, __________________________________________________________________ (Name)
of __________________________________________________________________ (Address)
being a shareholder(s) of ST ASSEMBLY TEST SERVICES LTD (the "Company") hereby
appoint:-
<TABLE>
- -------------------------------------------------------------------------------
NRIC/PASSPORT PROPORTION OF
NAME ADDRESS NUMBER SHAREHOLDING (%)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------
*and/or
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
as my/our proxy, to attend and to vote for me/us on my/our behalf and, if
necessary, to demand a poll, at the Sixth Annual General Meeting ("Sixth AGM")
of the Company to be held at 5 Yishun Street 23, Singapore 768442 on June 8,
2000 at 10.00 a.m., and at any adjournment thereof.
(Please indicate with an "X" in the spaces provided whether you wish your
vote(s) to be cast for or against the Resolutions as set out in the Notice of
the Sixth AGM and summarised below. In the absence of any specific directions,
the proxy/proxies will vote or abstain as he/they may think fit, as he/they will
on any other matter arising at the Sixth AGM).
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
NO. ROUTINE BUSINESS - ORDINARY RESOLUTIONS FOR AGAINST
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 To adopt the Directors' Report and Audited Accounts for the year ended
December 31, 1999 and the Report of the Auditors thereon.
2(a) (i) To re-elect Mr Liow Voon Kheong as a Director of the
Company pursuant to Article 94 of the Company's Articles of
Association.
(ii) To re-elect Mr Sum Soon Lim as a Director of the Company
pursuant to Article 94 of the Company's Articles of
Association.
(iii) To re-elect Mr Charles Richard Wofford as a Director of the
Company pursuant to Article 94 of the Company's Articles of
Association.
3 To re-appoint KPMG as Auditors and to authorise the Directors to fix
their remuneration.
4 To approve Directors' fees totalling S$510,000.00 for the year ended
December 31, 1999.
SPECIAL BUSINESS - ORDINARY RESOLUTIONS
5(a) To authorise the Directors to issue shares in the capital of the
Company pursuant to Section 161 of the Companies Act, Chapter 50.
5(b) To authorise the Directors to create and issue securities and to
issue shares in the capital of the Company pursuant to Section 161 of
the Companies Act, Chapter 50.
5(c) To authorise the Directors to amend the ST Assembly Test Services Ltd
Share Option Plan 1999 ("ESOP99") to increase the maximum number of
ordinary shares that may be issued under the ESOP99 from 85 million
ordinary shares to 150 million ordinary shares.
5(d) To authorise the Directors to offer and grant options and to issue
additional shares in the capital of the Company pursuant to the
ESOP99.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Dated this _________ day of _________________ 2000.
- -------------------------------------------------
Signature(s) of Shareholder(s)/Common Seal
*Please delete accordingly
---------------------------
TOTAL NUMBER OF SHARES HELD
---------------------------
---------------------------
IMPORTANT
Please read notes on the reverse
23
<PAGE> 25
NOTES:-
1. Please insert the total number of ordinary shares ("Shares") held by you.
If you have Shares entered against your name in the Depository Register
(as defined in Section 130A of the Companies Act, Chapter 50 of
Singapore), you should insert that number of Shares. If you have Shares
registered in your name in the Register of Shareholders (Members), you
should insert that number of Shares. If you have Shares entered against
your name in the Depository Register and Shares registered in your name
in the Register of Shareholders (Members), you should insert the
aggregate number of Shares entered against your name in the Depository
Register and registered in your name in the Register of Shareholders
(Members). If no number is inserted, the instrument appointing a proxy or
proxies shall be deemed to relate to all the Shares held by you.
2. A Shareholder is a person whose name appears on the Depository Register
of The Central Depository (Pte) Limited in Singapore or a person
registered in the Company's Register of Shareholders (Members). A
Shareholder of the Company entitled to attend and vote at a meeting of
the Company is entitled to appoint one or two proxies to attend and
vote instead of him. A proxy need not be a Shareholder of the Company.
3. Where a Shareholder appoints two proxies, the appointments shall be
invalid unless he specifies the proportion of his shareholding (expressed
as a percentage of the whole) to be represented by each proxy.
4. The instrument appointing a proxy or proxies must be deposited at 5
Yishun Street 23, Singapore 768442 not less than 48 hours before the time
appointed for the Sixth Annual General Meeting.
5. The instrument appointing a proxy or proxies must be under the hand of
the appointor or of his attorney duly authorised in writing. Where the
instrument appointing a proxy or proxies is executed by a corporation, it
must be executed either under its seal or under the hand of an officer or
attorney duly authorised.
6. A corporation which is a Shareholder may authorise by resolution of its
directors or other governing body such person as it thinks fit to act as
its representative at the Sixth Annual General Meeting, in accordance
with Section 179 of the Companies Act, Chapter 50 of Singapore.
GENERAL:
The Company shall be entitled to reject the instrument appointing a proxy or
proxies if it is incomplete, improperly completed or illegible or where the true
intentions of the appointor are not ascertainable from the instructions of the
appointor specified in the instrument appointing a proxy or proxies. In
addition, in the case of Shares entered in the Depository Register, the Company
may reject any instrument appointing a proxy or proxies lodged if the
Shareholder, being the appointor, is not shown to have Shares entered against
his name in the Depository Register as at 48 hours before the time appointed for
holding the Sixth Annual General Meeting, as certified by The Central Depository
(Pte) Limited to the Company.
24
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ST Assembly Test Services Ltd
Date: April 25, 2000 By: /s/ BERNARD LIEW
-----------------------------
Name: Bernard Liew
Title: Senior Manager, Legal
