AMENDMENT OF THE BY-LAWS

OF SFA SEMICON PHILIPPINES CORPORATION

Provision Before Amendment Amended

ARTICLE I: SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Art. I, Sec. 2 Section 2. Certificate - Each stockholder shall be entitled to one
or more certificates for such fully paid stock subscription in his
name in the books of the corporation. The certificates shall
contain the matters required by law and the Article of
Incorporation. They shall be in such form and design as may be
determined by the Board of Directors and numbered
consecutively. The certificates, which must be issued in
consecutive order, shall bear the signature of the President,
manually countersigned by the Secretary or Assistant Secretary,
and sealed with the corporate seal.
Section 2. Certificate - Each stockholder shall be entitled to one
or more certificates for such fully paid stock subscription in his
name in the books of the corporation. The certificates shall contain
the matters required by law and the Articles of Incorporation.
They shall be in such form and design as may be determined by the
Board of Directors and numbered consecutively. The certificates,
which must be issued in consecutive order, shall bear the signature
of the President or the Vice-President, manually countersigned by
the Secretary or Assistant Secretary, and sealed with the corporate
seal.

Art. I, Section 3. Transfer of Shares - Subject to the restrictions, Section 3. Transfer of Shares - Subject to the restrictions, terms
Sec. 3 terms and conditions contained in the Articles of Incorporation, and conditions contained in the Articles of Incorporation, shares
shares may be transferred, sold, ceded, assigned or pledged by may be transferred, sold, ceded, assigned or pledged by delivery of
delivery of the certificates duly indorsed by the stockholder, his the certificates duly indorsed by the stockholder, his attorney-in-
attorney-in-fact, or other legally authorized person. The transfer fact, or other legally authorized person. The transfer shall be valid
shall be valid and binding on the corporation only upon record and binding on the corporation only upon record thereof in the
thereof in the books of the corporation, cancellation of the books of the corporation, cancellation of the certificate surrendered
certificate surrendered to the Secretary, and issuance of a new to the Secretary, and issuance of a new certificate to the transferee.
certificate to the transferee.
No shares of stock against which the corporation holds unpaid
No shares of stock against which the corporation holds unpaid claim shall be transferrable in the books of the corporation.
claim shall be transferrable in the books of the corporation.
All certificates surrendered for transfer shall be stamped
 All certificates surrendered for transfer shall be stamped “Cancelled” on the face thereof, together with the date of
“Cancelled” on the face thereof, together with the date of cancellation, and attached to the corresponding stub with the
cancellation, and attached to the corresponding stub with the certificate book.
certificate book.
This is without prejudice to the procedure for transfer or sale
of scripless or uncertificated shares as allowed by law or
regulations.
Art. I, Sec. 4 Section 4. Lost Certificates - In case any certificate for the Section 4. Lost Certificates - In case any certificate for the
capital stock of the corporation is lost, stolen, or destroyed, a new capital stock of the corporation is lost, stolen, or destroyed, a new
certificate may be issued in lieu thereof in accordance with the certificate may be issued in lieu thereof in accordance with the
procedure prescribed under Section 73 of the Corporation Code. procedure prescribed under Section 72 of the Revised Corporation
Code.

ARTICLE II: MEETINGS OF STOCKHOLDERS

Art. II, Section 1. Regular Meeting- The annual regular meeting of
Sec. 1 stockholders, for the purpose of electing directors and for the
transaction of such business as may properly come before the
meeting, shall be held in the city or municipality where the
principal office of the corporation is located and if practicable, in
the principal office of the corporation, on the third Friday of
April of each year; if this day falls on a national legal holiday or
on a legal holiday at the city or municipality where the principal
office of the corporation is located, the meeting shall be held on
the next business day.
Section 1. Regular Meeting- The annual regular meeting of
stockholders, for the purpose of electing directors and for the
transaction of such business as may properly come before the
meeting, shall be held in the city or municipality where the
principal office of the corporation is located and if practicable, in
the principal office of the corporation, on the fourth Friday of
April of each year; if this day falls on a national legal holiday or on
a legal holiday at the city or municipality where the principal
office of the corporation is located, the meeting shall be held on
the next business day.

Art. II, Section 4. Notice of Meeting - Notices for regular or special
Sec. 4 meetings of stockholders may be sent by the Secretary by personal
delivery or by mail at least two (2) weeks prior to the date of
the meeting to each stockholder of record at his last known post
office address or by publication in a newspaper of general
circulation. The notice shall state the place, date and hour of the
Section 4. Notice of Meeting - Notices for regular or special
meetings of stockholders may be sent by the Secretary by personal
delivery or by mail or by email to each stockholder of record at
his last known post office address or email address (as the case
may be) or by publication in a newspaper of general circulation,
or by such other manner as may be allowed by law, rules, or

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 meeting, and the purpose or purposes for which the meeting is
called. In case of special meetings, only matters stated in the
notice can be the subject of motions or deliberations at such
meeting. When the meeting of stockholders is adjourned to
another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time or place, it shall not
be necessary to give any notice of the adjourned meeting if the
time and place to which the meeting is adjourned are announced
at the meeting at which the adjournment is taken. At the
reconvened meeting, any business may be acted that might have
been transacted on the original date of the meeting.
regulations, at least twenty-one (21) days prior to the date of
the meeting. The notice shall state the place, date and hour of the
meeting, and the purpose or purposes for which the meeting is
called. In case of regular or special meetings, only matters stated
in the notice can be the subject of motions or deliberations at such
meeting. When the meeting of stockholders is adjourned to
another time or place, it shall not be necessary to give any notice
of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the
adjournment is taken. At the reconvened meeting, any business
may be acted that might have been transacted on the original date
of the meeting.

A stockholder may waive this notice requirement, either

expressly or impliedly.

Art. II, Section 5. Quorum - Unless otherwise provided by law, in all
Sec. 5 regular or special meeting of stockholders, a majority of the
outstanding capital stock must be present or represented in order
to constitute a quorum. If no quorum is constituted, the meeting
shall be adjourned until the requisite of stock shall be present.
Section 5. Quorum - Unless otherwise provided by law, in all
regular or special meeting of stockholders, a majority of the
outstanding capital stock must be present or represented in order
to constitute a quorum. If no quorum is constituted, the meeting
shall be adjourned until the requisite number of stock shall be
present.

In instances when participation and voting in stockholders’

meetings are done by remote communication or in absentia, a
stockholder who participates through remote communication
or in absentia shall be deemed present for purposes of quorum.
Art. II, Section 6. Conduct of Meeting - Meeting of the Stockholders Section 6. Conduct of Meeting - Meeting of the stockholders
Sec. 6 shall be presided over by the Chairman of the Board, or in his shall be presided over by the Chairman of the Board, or in his
absence, the President, or if none of the foregoing is in office and absence, the President, or if none of the foregoing is in office and

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 present and acting, by a chairman to be chosen by the
stockholders. The Secretary, shall act as Secretary of every
meetings, but if not present the chairman of the meeting shall
appoint a secretary of the meeting. The chairman of the meeting
may adjourn the meeting from time to time, without notice other
than announced at the meeting.
Art. II, Section 7. Manner of Voting - At all meetings of stockholder, a
Sec. 7 stockholders may vote in person or by proxy executed in writing
by the stockholders or his duly authorized attorney-in-fact.
Unless otherwise provided in the proxy, it shall be valid only for
the meeting at which it has been presented to the secretary. All
proxies must in the hands of the secretary before the time set for
the meeting. Such proxies filed with the Secretary may be
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present and acting, by a chairman to be chosen by the stockholders.
The Secretary shall act as Secretary of every meetings, but if not
present the chairman of the meeting shall appoint a secretary of the
meeting. The chairman of the meeting may adjourn the meeting
from time to time, without notice other than announced at the
meeting.
The stockholders may participate in stockholders’ meetings
either (a) in person, (b) by proxy, or (c) when so authorized by
a majority of the Board of Directors for a particular
stockholders’ meeting, by remote communication (e.g., by
teleconference, by videoconference, by computer conferencing,
by audio conferencing) or by other alternative modes of
communication; provided, that, in instances when a
stockholders’ meeting will be held by remote communication, a
stockholder intending to attend by remote communication
shall notify the corporation prior to the meeting and in
accordance with the corporation’s instruction of his/her
intention to join the meeting through such remote
communication.
The corporation shall have internal procedures for the conduct
of stockholders’ meetings by remote communication or in
absentia or other alternative modes of communication.
Section 7. Manner of Voting - At all meetings of stockholders, a
stockholder may vote in person, or by proxy executed in writing
by the stockholder or his duly authorized attorney-in-fact or,
when so authorized by a majority of the Board of Directors for
a particular stockholders’ meeting, by remote communication
or in absentia; provided, that, in the election of directors,
stockholders may vote through remote communication or in
 revoked by the stockholders either in an instrument in writing absentia notwithstanding the absence of a provision in these
duly presented and recorded with the Secretary, prior to a by-laws or the absence of an authorization from a majority of
scheduled meeting or by their personal presence at the meeting. the Board of Directors to that effect. Unless otherwise provided
in the proxy, it shall be valid only for the meeting at which it has
been presented to the Secretary. All proxies must in the hands of
the Secretary before the time set for the meeting. Such proxies
filed with the Secretary may be revoked by the stockholders either
in an instrument in writing duly presented and recorded with the
Secretary prior to a scheduled meeting or by their personal
presence at the meeting or by their voting by remote
communication or in absentia.

The corporation’s internal procedures for the conduct of

stockholders’ meetings by remote communication or in
absentia shall contain, among others, the procedures for voting
by remote communication or in absentia.
ARTICLE III: BOARD OF DIRECTORS
Art. III, Section 1. Powers of the Board - Unless otherwise provided by Section 1. Powers of the Board - Unless otherwise provided by
Secs. 1(b), law, the corporate powers of the corporation shall be exercised, all law, the corporate powers of the corporation shall be exercised, all
1(c) & 1(d) business conducted and all property of the corporation controlled business conducted and all property of the corporation controlled
and held by the Board of Directors to be elected, by and from and held by the Board of Directors to be elected, by and from
among the stockholders. Without prejudice to such general among the stockholders. Without prejudice to such general powers
powers and such other powers as may be granted by law, the and such other powers as may be granted by law, the Board of
Board of Directors shall have the following express powers: Directors shall have the following express powers:
……. …….
b) To purchase, receive, take or otherwise acquire in any b) To purchase, receive, take or otherwise acquire in any
lawful manner, for and in the name of the corporation, any and, all lawful manner, for and in the name of the corporation, any and, all
properties, rights, interest or privileges, including securities and properties, rights, interest or privileges, including securities and
bonds of other corporations, as the transaction of the business of bonds of other corporations, as the transaction of the business of
the corporation may reasonably or necessarily require, for such the corporation may reasonably or necessarily require, for such
consideration and upon such terms and conditions as the Board consideration and upon such terms and conditions as the Board

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 may deem property or convenient;
c) To invest the funds of the corporation in another
corporation or business or for any purposes other than those for
which the corporation was organized, whenever in the judgment
of the board of Directors the interests of the corporation would
thereby be promoted, subject to such stockholders’ approval as
may be required by law;
d) To incur such indebtedness as the Board may deem
necessary and, for such purpose, to make and issue evidence of
such indebtedness including, without limitation, notes, deeds of
trust, instruments, bonds, debentures, or securities, subject to such
stockholder approval as may be required by law, and/or pledge,
mortgage, or otherwise encumber all or part of the properties and
rights of the corporation;
….
Art. III, Section 4. Meetings – Regular meetings of the Board of Directors
Sec. 4 shall be held on such dates and at such times and places as the
Chairman of the Board, or in his absence, the President, or upon
the request of a majority of the directors and shall be held at such
places as may be designated in the notice.
Art. III, Section 5. Notice - Notice of the regular or special meeting of
Sec. 5 the Board, specifying the date, time and place of the meeting,
shall be communicated by the Secretary to each director
personally, or by telephone, telex, telegram, or by written or oral
message. A director may waive this requirement, either expressly
or impliedly.
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may deem proper or convenient;
c) To invest the funds of the corporation in another
corporation or business or for any purposes other than those for
which the corporation was organized, whenever in the judgment of
the Board of Directors, the interests of the corporation would
thereby be promoted, subject to such stockholders’ approval as
may be required by law;
d) To incur such indebtedness as the Board may deem
necessary and, for such purpose, to make and issue evidence of
such indebtedness including, without limitation, notes, deeds of
trust, instruments, bonds, debentures, or securities, subject to such
stockholders’ approval as may be required by law, and/or pledge,
mortgage, or otherwise encumber all or part of the properties and
rights of the corporation;
….
Section 4. Meetings – Regular and special meetings of the Board
of Directors shall be held on such dates and at such times and
places as may be called by the Chairman of the Board, or in his
absence, the President, or upon the request of a majority of the
directors and shall be held at such places as may be designated in
the notice.
Section 5. Notice - Notice of the regular or special meeting of the
Board, specifying the date, time and place of the meeting, shall be
communicated by the Secretary to each director personally, or by
telephone, telex, telegram, mail, email, or by written or oral
message, at least two (2) days prior to the scheduled date of the
meeting. A director may waive this requirement, either expressly

Art. III, Section 7. Conduct of the Meetings – Meetings of the Board of
Sec. 7 Directors shall be presided over by the Chairman of the Board, or
in his absence, the President or if none of the foregoing is in office
and present and acting, by any other director chosen by the Board.
The Secretary, shall act as secretary of every meeting, if not
present, the Chairman of the meeting shall appoint a secretary of
the meeting.
The corporation may adopt internal procedures for the
conduct of Board meetings by remote communication.
ARTICLE IV: OFFICERS
Art. IV, Section 1. Election/ Appointment – Immediately after their
Sec. 1, first election, the Board of Directors shall formally organize by
paragraph electing the Chairman, the President, one or more Vice-President,
the Treasurer, and, the Secretary, at said meeting.
……
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or impliedly.
Section 7. Conduct of the Meetings – Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, or
in his absence, the President or if none of the foregoing is in office
and present and acting, by any other director chosen by the Board.
The Secretary shall act as secretary of every meeting or, if not
present, the Chairman of the meeting shall appoint a secretary of
the meeting.
The Board of Directors may hold their meetings in person, by
remote communication (e.g., by teleconference, by
videoconference, by computer conferencing, or by audio
conferencing) or other alternative modes of communication,
or by such other means as may be allowed by law, rules, or
regulations, provided that, directors attending by remote
communication shall notify the corporation prior to the
meeting and in accordance with the latter’s instruction of
his/her intention to join the meeting by remote
communication.
Section 1. Election/ Appointment – Immediately after their
election, the Board of Directors shall formally organize by electing
the Chairman, the President, one or more Vice-President, the
Treasurer, the Secretary, and one or more Assistant Secretaries,
at said meeting.
……
 Art. IV, Section 4. The Vice-President(s) – If one or more vice-presidents
Sec. 4 are appointed, he/they shall have such powers and shall perform
such duties as may from time to time, be assigned to him/them by
the Board of Directors or by the President.
Art. IV, Section 5. The Secretary – The Secretary must be a resident and
initial clause of a citizen of the Philippines. He shall be the custodian of and shall
Sec. 5, and Secs. maintain the corporate books and record shall be the recorder of
5(a) the corporation’s formal actions and transactions. He shall have
& 5(e) the following specific powers and duties.
a) To record or see to the proper recording of the minutes
and transactions of all meetings of the directors and then
stockholders and to maintain minute books of such meetings in the
form and manner required by law;
….
e) To certify to such corporate acts, countersign corporate
documents or certificates, and make reports or statements as may
be required of him by law or by government rules and regulations.
….
New Art. IV,
Sec. 6
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Section 4. The Vice-President(s) – If one or more vice-presidents
are appointed, he/they shall have such powers and shall perform
such duties as may from time to time, be assigned to him/them by
the Board of Directors or by the President. The powers and
duties that may be assigned to a Vice-President may include
the signing, when the President or Chairman of the Board is
absent, of documents that, by law, rules, or regulations, shall
be signed by the President or Chairman of the Board, unless
the law, rules, or regulations strictly prohibits any person
(other than the President or Chairman of the Board) to sign
such documents.
Section 5. The Secretary – The Secretary must be a resident and a
citizen of the Philippines. He shall be the custodian of and shall
maintain the corporate books and record shall be the recorder of
the corporation’s formal actions and transactions. He shall have the
following specific powers and duties:
a) To record or see to the proper recording of the minutes and
transactions of all meetings of the Board of Directors, board
committees, and the stockholders and to maintain minute books of
such meetings in the form and manner required by law;
….
e) To certify to such corporate acts, countersign corporate
documents or certificates, and make reports or statements as may be
required of him by law or by government rules and regulations;
….
Section 6. The Assistant Secretaries- The corporation may
have one or more Assistant Secretaries. Each Assistant
Secretary shall have the following powers and duties:
a) To have custody of, and to maintain, the corporate
 books and record, together with the Secretary.
b) To record or see to the proper recording of the minutes
and transactions of all meetings of the Board of
Directors, the board committees, and stockholders and
to maintain minute books of such meetings in the form
and manner required by law, together with the
Secretary;
c) To certify to such corporate acts, countersign corporate
documents or certificates, and make reports or
statements as may be required of a Secretary by law or
by government rules and regulations; and
d) To perform such other duties as may be assigned to
him by the Board of Directors or the President or the
Secretary.

Current Art. IV, Section 6. The Treasurer – The Treasurer of the corporation Section 7. The Treasurer – The Treasurer of the corporation
Sec. 6, first shall be its chief fiscal officer and the custodian of its funds, must be a Philippine resident. He shall be its chief fiscal officer
sentence securities and property. …. and the custodian of its funds, securities and property. …

Re- Article IV, Sections 7, 8, and 9 To be renumbered to Article IV, Sections 8, 9, and 10
number