20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

o Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

or

þ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008.

or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

or

o Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report

Commission file number 000-30702

Siliconware Precision Industries Co., Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Taiwan, Republic of China
(Jurisdiction of Incorporation or Organization)

No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, R.O.C.
(Address of Principal Executive Offices)

Eva Chen, telephone: +886 (4) 2534-1525, fax: +886 (4) 2534-6278,
No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, R.O.C.
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
Common Shares, par value NT$10 per share	The NASDAQ Stock Market LLC
	(The NASDAQ Global Select Market)

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

3,152,589,871 Common Shares were outstanding as of December 31, 2008

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o

International Financial Reporting Standards as issued by the International Accounting Standards Board o Other þ

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes o No þ

SILICONWARE PRECISION INDUSTRIES CO., LTD.
FORM 20-F ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2008

TABLE OF CONTENTS

	Page
Forward Looking Statements in This Annual Report May Not Be Accurate		3
PART I		3
Item 1. Identity of Directors, Senior Management and Advisers		3
Item 2. Offer Statistics and Expected Timetable		3
Item 3. Key Information		4
Item 4. Information on the Company		20
Item 5. Operating and Financial Review and Prospects		32
Item 6. Directors, Senior Management and Employees		53
Item 7. Major Shareholders and Related Party Transactions		56
Item 8. Financial Information		58
Item 9. The Offer and Listing		59
Item 10. Additional Information		61
Item 11. Quantitative and Qualitative Disclosures About Market Risk		74
Item 12. Description of Securities Other Than Equity Securities		75
PART II		75
Item 13. Defaults, Dividend Arrearages and Delinquencies		75
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds		75
Item 15. Controls and Procedures		75
Item 16A. Audit Committee Financial Expert		76
Item 16B. Code of Ethics		76
Item 16C. Principal Accountant Fees and Services		76
Item 16D. Exemptions from the Listing Standards for Audit Committees		77
Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers		77
Item 16F. Change in Registrant’s Certifying Accountant		77
Item 16G. Corporate Governance		77
PART III		79
Item 17. Financial Statements		79
Item 18. Financial Statements		79
Item 19. Exhibit Index		80
Exhibit 1.1
Exhibit 8.1
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1
Exhibit 13.2

2

Forward-Looking Statements in This Annual Report May Not Be Accurate

Our disclosure and analysis in this annual report contain or incorporate by reference some forward-looking statements. Our forward-looking statements contain information regarding, among other things, our financial condition, future expansion plans and business strategy. We have based these forward-looking statements on our current expectations and projections about future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Although we believe that these expectations and projections are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions about us, including, among other things:

• the intensely competitive semiconductor and personal computer industries and markets;

• risks associated with international business activities;

• our dependence on key personnel;

• natural disasters, such as earthquakes and droughts, which are beyond our control;

• general economic and political conditions, including those related to the semiconductor and personal computer industries;

• possible disruptions in commercial activities caused by human-induced disasters, including terrorist activity and armed conflict, and outbreaks of contagious diseases, such as avian influenza which reduce end-user purchases relative to expectations and orders;

• fluctuations in foreign currency exchange rates;

• additional disclosures we make in our previous and future Form 20-F annual reports and Form 6-K periodic reports to the Securities and Exchange Commission, or the SEC; and

• those other risks identified in “Item 3. Key Information—D. Risk Factors” of this annual report.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “shall” and similar expressions, as they relate to us, are intended to identify a number of these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this annual report might not occur and our actual results could differ materially from those anticipated in these forward-looking statements.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

3

Item 3. Key Information

A. Selected Financial Data

The selected financial data shown below should be read in conjunction with “Item 5. Operating and Financial Review and Prospects,” and the financial statements and the notes to those statements included elsewhere in this annual report. The selected statement of income data for the years ended December 31, 2006, 2007 and 2008 and the selected balance sheet data as of December 31, 2007 and 2008 have been derived from our audited financial statements included elsewhere in this annual report. The selected statement of income data for the years ended December 31, 2004 and 2005 and the selected balance sheet data as of December 31, 2004, 2005 and 2006 have been derived from our audited financial statements not included in this annual report. The financial statements have been prepared and presented according to generally accepted accounting principles in the Republic of China, or R.O.C. GAAP, which differ in many important respects from generally accepted accounting principles in the United States, or US GAAP. For a discussion of the material differences, see note 33 to our financial statements included elsewhere in this annual report. Some of our statement of income and balance sheet data items have been reconciled to US GAAP as shown below.

	Years Ended December 31,
	2004			2005			2006			2007			2008
	NT$			NT$			NT$			NT$			NT$			US$(6)
	(in millions, except earnings or dividends per share and per ADS data)
Income Statement Data:
ROC GAAP
Net operating revenues		35,252			43,488			57,126			66,177			62,403			1,904.8
Cost of goods sold		(28,871	)		(33,960	)		(41,894	)		(46,759	)		(49,456	)		(1,509.6	)
Gross profit		6,381			9,528			15,232			19,418			12,947			395.2
Operating expenses		(2,048	)		(2,279	)		(2,989	)		(3,224	)		(4,003	)		(122.2	)
Operating income		4,333			7,249			12,243			16,194			8,944			273.0
Equity investment income (loss)(1)		308			448			1,154			246			—			—
Other non-operating income(1)		732			853			1,099			3,381			776			23.7
Other non-operating expenses		(1,548	)		(941	)		(218	)		(193	)		(3,196	)		(97.6	)
Income before income tax(1)		3,825			7,609			14,278			19,628			6,524			199.1
Income tax benefit (expense)		457			(16	)		(949	)		(2,139	)		(210	)		(6.4	)
Income from continuing operations		4,282			7,593			13,329			17,489			6,314			192.7
Cumulative effects of changes in accounting principles		—			651			—			—			—			—
Net income(1)(2)		4,282			8,244			13,329			17,489			6,314			192.7
Earnings per share(3)
Basic		1.65			3.09			4.63			5.66			2.03			0.06
Diluted		1.29			2.91			4.36			5.63			2.01			0.06
Shares used in per share calculation (average, as adjusted)(2)
Basic		2,594			2,662			2,873			3,092			3,115			3,115
Diluted		3,049			3,102			3,066			3,115			3,139			3,139
Earnings (loss) per ADS(3)
Basic		8.25			15.45			23.15			28.30			10.15			0.30
Diluted		6.45			14.55			21.80			28.15			10.05			0.30
Dividends per share(4)		1.35			1.55			2.62			3.55			4.60			0.14
ADSs used in per ADS calculation (average, as adjusted)(3)
Basic		519			532			575			618			623			623
Diluted		610			620			613			623			628			628
US GAAP
Net operating revenues		35,252			43,488			57,126			66,177			62,403			1,904.9
Operating Income		3,442			6,004			10,293			12,552			7,360			224.7
Income from continuing operations		3,671			3,971			8,413			13,099			4,394			134.1
Net income		3,671			3,971			8,413			13,099			4,394			134.1
Earnings (loss) per share(5)
Basic		1.47			1.54			3.02			4.33			1.42			0.04
Diluted		1.13			1.53			3.01			4.32			1.42			0.04
Shares used in per share calculation (average, as adjusted)(5)
Basic		2,513			2,570			2,783			3,026			3,089			3,089
Diluted		2,734			2,592			2,798			3,032			3,103			3,103
Earnings (loss) per ADS
Basic		7.35			7.70			15.10			21.65			7.10			0.22
Diluted		5.65			7.65			15.05			21.60			7.10			0.22
ADSs used in per ADS calculation (average, as adjusted)(5)
Basic		503			514			557			605			618			618
Diluted		547			518			560			606			621			621

4

	Years Ended December 31,
	2004		2005		2006		2007		2008
	NT$		NT$		NT$		NT$		NT$		US$(6)
	(in millions, except earnings or dividends per share and per ADS data)
Other Data:
ROC GAAP
Capital expenditures		9,785		8,245		11,039		12,151		10,048		306.7
Depreciation and amortization		6,153		6,572		7,294		8,169		9,432		287.9

	As of December 31,
	2004		2005		2006		2007		2008
	NT$		NT$		NT$		NT$		NT$		US$(6)
	(in millions, except earnings or dividends per share and per ADS data)
Balance Sheet Data:
ROC GAAP
Cash and cash equivalents		10,922		12,341		14,731		22,625		18,841		575.1
Working capital		13,492		15,475		18,741		26,363		18,481		564.1
Total assets		58,962		67,175		78,991		85,773		73,380		2,239.9
Short-term debt and current portion of long-term debt		4,013		1,885		446		529		1,404		42.9
Long-term debt		16,639		14,644		5,801		2,996		2,248		68.6
Total liabilities		25,469		26,350		16,055		16,865		14,066		429.4
Total stockholders’ equity		33,493		40,825		62,936		68,908		59,314		1,810.6
US GAAP
Total assets		65,118		81,167		83,770		90,836		78,365		2,392.1
Total liabilities		26,020		29,776		18,911		19,140		14,448		441.0
Total stockholders’ equity		39,098		51,391		64,859		71,696		63,917		1,951.1

(1)	Prior to January 1, 2005, the R.O.C. Securities and Futures Bureau allowed us to delay our recognition of investment income or loss in certain investee companies accounted for under the equity method until the following accounting year. In addition, in 2004, we delayed the recognition of investment income of NT$668 million, in relation to the financial results of ChipMOS, until 2004 and 2005, respectively, and recorded the above-mentioned amount of NT$668 million as cumulative effects of changes in accounting principles in 2005. From January 1, 2005, we adopted R.O.C. Statement of Financial Accounting Standards No. 5, “Accounting for Long-term Equity Investment”, pursuant to which we ceased to defer the recognition of investment income or loss of investees accounted for under the equity method until the subsequent year, and recognized investment income or loss from all investees accounted for under the equity method based on investees’ audited financial statements for the same periods. We recognized investment income of NT$433 million and NT$1,125 million for the years ended December 31, 2005 and 2006, respectively, and NT$246 million for the period between January 1, 2007 and March 27, 2007 from ChipMOS’s financial results. In 2005, 2006 and 2007, our investment incomes under US GAAP from ChipMOS were NT$469 million, NT$1,045 million and NT$253 million, respectively.
	Pursuant to a Share Purchase and Subscription Agreement entered into among us, ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda and ChipMOS, on March 27, 2007, we sold, and ChipMOS Bermuda and ChipMOS purchased, all of the common shares of ChipMOS, at par value NT$10 per share, owned by us for a total cash consideration of US$191,147,464. In addition, we subscribed for 12,174,998 newly issued common shares of ChipMOS Bermuda, at par value US$0.01 per share, for an aggregate consideration of US$76,458,987, representing a purchase price of US$6.28 per common share of ChipMOS Bermuda. Upon the completion of the transaction, we owned 14.7% of ChipMOS Bermuda. From the date of the completion of the sale and purchase, we are required under both R.O.C. GAAP and US GAAP to recognize our ownership in ChipMOS Bermuda as available-for-sale financial assets and evaluate their fair market value on a quarterly basis (under R.O.C. GAAP) and on an annual basis (under US GAAP) and reflect any difference in evaluation from the previous quarter as an addition in or a deduction from “unrealized gain or loss on available-for-sale financial assets”.
	We also experienced a delay in recognition of investment income in Double Win Enterprise Co., Ltd., or Double Win, in 2004, and recognized their financial results in the subsequent year. Our investment income (loss) from Double Win for the aforementioned years was not material. Under US GAAP, there is no provision that allows us to delay recognition of financial results of ChipMOS or any other investee accounted for under the equity method.

5

(2)	We did not have minority interest in 2004, 2005, 2006, 2007 and 2008. Therefore, no such information is presented separately in this table.
(3)	Retroactively adjusted for all subsequent stock dividends and employee share bonuses.
(4)	Adjusted to reflect 187,655,305 shares, 267,794,338 shares, 93,876,060 shares and 77,892,337 shares distributed as stock dividends and employee stock bonuses in 2005, 2006, 2007 and 2008, respectively, with respect to the earnings of 2004, 2005, 2006 and 2007.
(5)	Retroactively adjusted for all subsequent stock dividends only.
(6)	Amounts translated for convenience at the Federal Reserve Bank of New York noon buying exchange rate of NT$32.76 to US$1.00 on December 31, 2008.

Subsequent to the filing of our consolidated financial statements on Form 20-F for the year ended December 31, 2004, we determined that our accounting for the derivative instruments, embedded in our convertible bonds, was incorrect. The accounting for such embedded derivatives is described in note 33 to our financial statements included elsewhere in this annual report. We have corrected our US GAAP reconciliation for the years ended December 31, 2004 accordingly.

Currency Translations and Exchange Rates

We have translated certain New Taiwan dollars, or NT dollars, amounts included in this annual report into US dollars for the convenience of the readers. The rate we used for the translations was NT$ 32.76 = US$1.00, which was the noon buying rate announced by the Federal Reserve Bank of New York on December 31, 2008. The translation does not mean that NT dollars could actually be converted into US dollars at that rate. The following table shows the noon buying rates for NT dollars expressed in NT dollar per US$1.00.

Year Ended December 31,	Average(1)		High		Low		At Period End
2004		33.27		34.16		31.74		31.74
2005		32.16		33.77		30.65		32.80
2006		32.51		33.31		31.28		32.59
2007		32.85		33.41		32.26		32.43
2008		31.51		33.55		29.99		32.76
October		32.70		33.50		32.14		32.97
November		33.10		33.42		32.77		33.29
December		33.11		33.55		32.45		32.76
2009 (through May 8, 2009)		33.83		35.21		32.82		33.01
January		33.37		33.70		32.82		33.70
February		34.24		35.00		33.61		35.00
March		34.30		35.21		33.75		33.87
April		33.64		33.88		33.05		33.06
May (through May 8, 2009)		33.07		33.14		32.99		33.01

Source: Federal Reserve Statistical Release, Board of Governors of the Federal Reserve System.
(1)	Annual averages are calculated using the average of the exchange rates on the last day of each month during the period. Monthly averages are calculated using the average of the daily rates during the relevant period.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

6

D. Risk Factors

Our business and operations are subject to various risks, many of which are beyond our control. If any of the risks described below actually occurs, our services, financial condition or results of operations could be seriously harmed.

Risks Relating to Our Financial Condition and Business

The current global recession and credit crisis may cause significant disruptions to our major customers’ businesses as well as to their ability to access sources of liquidity. Demand for our products has been, and will continue to be, adversely affected by overall macroeconomic conditions

The current global recession and credit crisis since the second half of 2008 has been having a significant negative impact on businesses around the world. Many of our key markets and our targeted markets, including North America and Asia have entered a period of economic contraction or significantly slower economic growth. In particular, the current global economic crisis, weak consumer confidence, diminished consumer and business spending, and asset depreciation have contributed to a significant slowdown in the market demand for semiconductor-based products and other products that use our services, which has led to a decrease in demand for our services. We cannot assure you when an economic recovery may occur, or even when an economic recovery does occur, that demand for our services will increase. The combined effects of the global recession may have a material adverse impact on our results of operations, cash flows and financial condition, which may cause the price of our ADSs to decline.

In addition, some of our customers have experienced difficulty in obtaining credit in the current economic environment, and even if they have been able to obtain credit, the cost of such financing has increased and/or the time necessary to arrange such financing has been substantially prolonged. This lack of and increase in the cost of financing could have a material adverse effect on the financial condition of our customers. A protracted disruption in the ability of our customers to access sources of liquidity could cause serious disruptions to or an overall deterioration in their businesses, which could lead to the inability or failure on their part to meet their payment obligations to us.

The cyclical nature of the semiconductor industry makes us particularly vulnerable to economic downturns and changes in the semiconductor industry

Because our manufacturing services are, and will continue to be, dependent on the requirements of semiconductor companies for independent testing and assembly services, any downturn in the highly cyclical semiconductor industry, caused by economic downturns or other reasons, may reduce demand for our manufacturing services and adversely affect our results of operations. Variations in order levels from our customers and in service fee rates may result in volatility in our net operating revenues and earnings. The markets for semiconductors are also characterized by rapid technological change, evolving industry standards and periods of heightened competition. If demand for semiconductor capacity does not keep pace with the growth of supply, or further declines, our manufacturing services would be subject to more intense competition and our results of operations may suffer because of the resulting downward pricing pressure and capacity underutilization. Any increased competition may cause average selling prices of many of our semiconductor packages and testing services to decrease significantly, which may lead to pressure on our gross margins and negatively affect our operating results. Future downturns in the semiconductor industry may be severe. In the event of any future downturn, our average selling prices may decline without a corresponding decrease in our high fixed costs. This could lead to a decline in our gross margin, which would seriously harm our manufacturing services.

7

Our operating results fluctuate significantly, which may affect the value of your investments

Our historical net operating revenues and results of operations have varied, at times significantly, from quarter to quarter. Our future net operating revenues, gross profit and operating income may vary significantly due to a combination of factors. These factors include:

• our ability to develop and implement new technologies. If we are unable to successfully implement new technologies in a timely manner, our operating results could suffer because we would allow our competitors to seize the opportunities in developing new markets.

• changes in our mix of manufacturing services or our customers’ preferences. When we discontinue or add manufacturing service or when our customers’ demand change, our operating results usually fluctuate.

• changes in capacity utilization. When capacity utilization is low, such as in times of market downturns, we may need to adjust our mix of manufacturing services to respond to changes in demand and to adjust our prices sufficiently enough to maintain the level of our capacity utilization.

Moreover, the growing demand for substrate packaging which uses higher-cost raw materials has caused the costs of production for semiconductor packaging to rise significantly. If our revenues do not grow and we are unable to reduce our expenses, our profitability will suffer.

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

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

If we are unable to maintain a steady return to our former capacity utilization rates, our profitability would be adversely affected

From 2004 to the third quarter of 2008, we have maintained relatively high capacity utilization rates due to relatively high demand for our manufacturing services. However, demand dropped significantly in the fourth quarter of 2008, and we cannot assure you that we will be able to achieve or sustain a high utilization rate in the future. Nor can we assure you that declines in the semiconductor industry or other factors will not harm our capacity utilization or our profitability in the future.

Given the high fixed costs of our services, high capacity utilization allows us to maintain higher gross margins because it allows us to allocate fixed costs over a greater number of units we package and test. Increases or decreases in capacity utilization rates can have a significant effect on our manufacturing services. Accordingly, our ability to enhance our gross margins will depend, in part, on our ability to continue to increase our capacity utilization rates.

In addition, in order to continue to increase or sustain our capacity utilization, we must:

• ensure that our packaging and testing technologies meet our customers’ needs;

• install advanced equipment in anticipation of new business; and

• prevent disruption of operations due to fire, accidents, mechanical and technical failures, expansion, introduction of new packages or relocation of equipment.

If demand for our manufacturing services does not meet our expectations, our capacity utilization would decrease and our gross margins would suffer.

8

We depend on a small number of customers for a substantial portion of our revenues and a loss of any one of these customers would result in the loss of a significant portion of our revenues

We are dependent on a small group of customers for a substantial portion of our manufacturing services. In 2006, 2007 and 2008, 62.8% and 61.0% and 56.6% of our net operating revenues, respectively, were derived from sales to our top ten customers. In 2008, our largest customer accounted for 11% of our net operating revenues. We expect that we will continue to depend on a relatively limited number of customers for a significant portion of our net operating revenues because of the concentration of demand in the semiconductor industry for our manufacturing services. Our ability to maintain close and satisfactory relationships with our customers is important to the ongoing success and profitability of our manufacturing services. Few of our customers are presently obligated to purchase packaging or testing services or to provide us with binding forecasts of product purchases for any period. If any of our significant customers reduces, delays or cancels its orders to a significant degree, our manufacturing services would be harmed because each of these customers accounts for a significant portion of our net operating revenues.

If capital resources required for our future expansion plans are not available, we may be unable to successfully implement our services strategy

We have engaged in equipment and facilities expansion in recent years to upgrade our technology and equipment. Our business growth in the future will continue to require substantial capital expenditures to fund such equipment and facilities expansions. We periodically review and adjust our capital expenditure plans to address our expectation of demand for our services and prevailing industry trends. The growing demand for our manufacturing services has and will continue to require significant capital expenditures on substrate packaging technology and equipment. In making these planned capital expenditures, we may need to obtain additional capital. In addition, we may be unable to accurately estimate the timing and amount of our capital requirements, which depend on a number of factors, including demand for our manufacturing services and availability of equipment and whether or when the market will recover. In addition, we cannot assure you that additional financing will be available on satisfactory terms to us, or at all, when we require additional financing, which could have a material adverse effect on our business and results of operations.

If we cannot compete successfully in our industry, our current and potential customers would likely decide not to use our manufacturing services, which would seriously harm our business

The independent semiconductor packaging and testing industry is very competitive. We face substantial competition from established packaging and testing companies, including Advanced Semiconductor Engineering, Inc. (Taiwan), Amkor Technology Inc. (USA) and STATS ChipPAC Ltd. (Singapore). We may face additional competition from new competitors in our industry in emerging countries, such as the People’s Republic of China, or the PRC, where demand is expected to grow for our manufacturing services. To a lesser extent, we also compete with the internal packaging and testing capabilities of our customers who have in-house packaging and testing capabilities. Some of our competitors have greater technology resources. Some of our competitors have greater financial and other resources than we have, including established relationships with many large semiconductor companies which are our current or potential customers. These relationships and lengthy qualification periods required by most of our potential customers may prevent us from securing new customers.

If the outsourcing trend for packaging and testing services does not continue, we could lose a significant number of our current customers and we may be unable to implement our manufacturing services strategy plan in the future

We depend on outsourcing of packaging and testing services by fabless semiconductor companies and integrated device manufacturers. In recent years, semiconductor companies have increasingly subcontracted parts of the semiconductor production process, including packaging and testing, to independent companies to reduce costs and shorten production cycles. However, we cannot assure you that the outsourcing trend will continue. If integrated device manufacturers become dissatisfied with the services of independent semiconductor packaging and testing companies, they may return to utilizing in-house packaging and testing capabilities. A reversal of, or slowdown in, the outsourcing trend would harm our business and make it difficult for us to implement our growth plan in the future.

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If demand for the services of Taiwan’s wafer foundries from fabless semiconductor companies and integrated device manufacturers decreases, a significant source of our sales would decrease, which would seriously harm our business

We primarily depend on outsourcing of packaging and testing services by fabless semiconductor companies and integrated device manufacturers to source our sales orders. In recent years, a significant portion of our net operating revenues were derived from packaging and testing semiconductor wafers manufactured at Taiwan’s wafer foundries. If the demand for foundry services offered by Taiwan’s wafer foundries decreases for any reason, including shifts in demand for these services to wafer foundries in other countries, an important source of our sales would be lost and our profitability would suffer.

The trend of adopting protectionist measures in certain countries, including the United States, could have a material adverse impact on our results of operations and financial condition

Governments in the United States, China, Europe and certain other countries have implemented fiscal and monetary programs to stimulate economic growth as a result of the recent economic downturn, and many of these programs include protectionist measures that encourage the use of domestic products and labor. If the governments in the countries where our customers are located enact protectionist measures that encourage the use of domestic products and labor, demand for our services could be adversely affected. Recent policy developments by the governments in China and Australia also suggest an increased unwillingness to allow international companies to invest in or acquire local businesses. Since some of our direct customers and other downstream customers in the supply chain are located in or have operations in the countries where protectionist measures were adopted, such protectionist measures could have a material adverse effect on our business in the future.

Our production schedule may be delayed and our business may be adversely affected if we are unable to obtain raw materials from our suppliers at acceptable prices, qualities and quantities

We must obtain sufficient quantities of raw materials at acceptable prices in a timely manner. We source most of our raw materials, including critical materials, such as gold wire, substrates and lead-frames, from a limited group of suppliers. We purchase all of our materials on a purchase order basis at prevailing market prices and have no long-term contracts with any of our suppliers. From time to time, suppliers have extended lead times or limited the supply of required materials to us because of supply capacity constraints during market upturns for the semiconductor industry. Consequently, we have experienced from time to time difficulty in obtaining acceptable quantities of raw materials on a timely basis. In addition, from time to time, we may reject materials that do not meet our specifications, resulting in declines in output or yield. We cannot assure you that we will be able to obtain in the future sufficient quantities of raw materials and other supplies of an acceptable quality. Our inability to obtain raw materials in a timely and cost effective manner would cause us to delay our production and delivery schedules, which may result in the loss of our customers and revenues.

The price of gold wire has been volatile and has fluctuated with the spot price of gold in recent years. In 2008, the spot price of gold fluctuated from a low of approximately US$700 per ounce to a high of approximately US$1,000 per ounce. The increase in the price of gold wire contributed to the decrease in our gross margin between 2007 and 2008. To the extent we are not able to offset any increases in our raw material costs, our gross margins may be adversely impacted.

If we are unable to obtain equipment from our suppliers, we may be forced to delay any future expansion plans

We need to purchase new packaging and testing equipment if we decide to expand our operations. From time to time, increased demand for new equipment may cause lead times to extend beyond those normally required by equipment vendors. For example, in the past, increased demand for equipment caused some equipment suppliers to only partially satisfy our equipment orders in the normal lead time frame during market upturns for the semiconductor industry. The unavailability of equipment or failures to deliver equipment could delay implementation of our future expansion plans and impair our ability to meet customer orders. If we are unable to implement our future expansion plans or meet customer orders, we could lose potential and existing customers. Generally, we do not enter into binding equipment purchase agreements and we acquire our equipment on a purchase order basis, which exposes us to substantial risks. For example, sudden changes in foreign currency exchange rates, particularly the US dollar and Japanese yen, could result in increased prices for equipment purchased by us, which could harm our results of operations.

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If we are unable to manage our growth effectively, our expansion plans could be jeopardized

We have in the past and again recently experienced growth in the scope and complexity of our operations and in the number of our employees. This growth has strained our managerial, financial, manufacturing and other resources. In order to manage our future growth, we must continue to implement additional operating and financial controls and hire and train additional personnel. We cannot assure you that we will be able to do so in the future, and our failure to do so could jeopardize our future expansion plans.

We depend on key management and the loss of any key management personnel may disrupt our manufacturing services

Our success depends upon the continued service of key senior management. Members of our senior management have served us for an average of over ten years and have made substantial contributions to our growth. We do not have employment contracts with many of our senior management and none of our senior management is bound by any non-competition agreement. If we lose the services of key senior management we would be unable to find and integrate replacement personnel, which could adversely affect our services expansion.

We depend on our technical personnel and the inability to attract and retain them would jeopardize our operations and future expansion plans

Our business depends on technology and, accordingly, our success depends on our ability to attract, retain and motivate highly skilled employees, particularly engineering and technical personnel. Without sufficient numbers of skilled employees, our operations would suffer, resulting in deteriorating ability to solve operating and other issues in a timely and effective manner. Competition for qualified engineering and technical employees in Taiwan is intense and replacement of qualified employees is difficult. If we are unable to attract, retain and motivate our technical personnel, our operations would be jeopardized and our operating efficiency would deteriorate.

Our failure to comply with environmental regulations or to defend against environmental claims could expose us to serious liabilities

The semiconductor packaging and testing processes require the use of chemicals and gases which are regulated by the government. For example, liquid waste is produced when silicon wafers are diced into chips using diamond saws and cooled with running water. Liquid waste is also produced when lead-frames are plated onto wafer chips and cleansed with water. Moreover, excess material on leads and moldings are removed from packaged semiconductors in the trim and form process. Environmental claims or the failure to comply with any environmental regulations could result in damages or fines against us or suspension of production. We may be required by new regulations to acquire costly equipment or to incur other significant expenses. If we fail to control the use of hazardous substances, we could incur future liabilities, including clean up costs.

We and many Taiwan customers and suppliers are vulnerable to natural disasters and other events beyond our control, the occurrence of which may seriously harm our manufacturing services

Our operations and those of our customers and suppliers are particularly vulnerable to fires, earthquakes, typhoons, droughts, floods, power losses, and similar events. We cannot guarantee that future earthquakes will not cause material damage to our facilities or property, including work in progress, or cause significant business interruptions. Although we maintain property and business interruption insurance for such risks, there is no guarantee that future damages or business loss from earthquakes will be covered by such insurance, that we will be able to collect from our insurance carriers, should we choose to claim under our insurance policies, or that such coverage will be sufficient.

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In addition, the production facilities of many of our suppliers and customers providers of complementary semiconductor manufacturing services, including foundries, are located in Taiwan. If our customers are affected, it could result in a decline in the demand for our testing and assembly services. If our suppliers and providers of complementary semiconductor manufacturing services are affected, our production schedule could be interrupted or delayed. As a result, a major earthquake, natural disaster or other disruptive event in Taiwan could severely disrupt the normal operation of business and have an adverse effect on our financial condition and results of operations.

Disruptions in the international trading environment may seriously decrease our international sales

A substantial portion of our net operating revenues is derived from sales to customers located outside of Taiwan. In 2006, 2007 and 2008, sales to our overseas customers accounted for 64.1%, 64.6% and 66.3%, respectively, of our net operating revenues. We expect sales to customers outside of Taiwan to continue to represent a significant portion of our net operating revenues. As a result, our manufacturing services will continue to be vulnerable to disruptions in the international trading environment, including adverse changes in foreign government regulations, political unrest and international economic downturns.

These disruptions in the international trading environment affect the demand for our manufacturing services and change the terms upon which we provide our manufacturing services overseas, which could seriously decrease our international sales.

The differences between Taiwan and U.S. accounting standards resulted in different amounts of our net income under those standards, which makes evaluating our financial performance difficult

Our financial statements are prepared under R.O.C. GAAP, which differ in many respects from US GAAP. Year-to-year comparison of our financial results under R.O.C. GAAP may significantly differ from year-to-year comparison under US GAAP. Largely as a result of the differences in accounting for employee bonuses and overseas convertible bonds, our net income in 2006, 2007 and 2008 under US GAAP was NT$8,413 million, NT$13,099 million and NT$ 4,394 million (US$134.1 million), respectively, as compared to net income under R.O.C. GAAP of NT$13,329 million, NT$17,489 million and NT$6,314 million (US$192.7 million), respectively.

Risks Relating to Our Technologies

If we cannot respond to rapid technology changes in the semiconductor packaging and testing industry, our profitability will suffer

The semiconductor packaging and testing industry is characterized by rapid increases in the diversity and complexity of semiconductor packaging and testing services. As a result, we expect that we will need to continue to develop and offer more advanced packaging and testing processes in order to respond to our customers’ requirements as industry conditions change. Developing and maintaining advanced packaging and testing processes requires significant research and development and capital expenditures.

In addition, advances in technology typically lead to rapid and significant price erosion and decreased margins for older manufacturing services and may cause our current manufacturing services to become less competitive. Our failure to develop or obtain advanced packaging or testing designs will materially and adversely affect our mix of manufacturing services and would harm our profitability.

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If we are unable to successfully perform manufacturing services within the acceptable range of precision, we will not be able to achieve satisfactory production yields and our results of operations will suffer

The semiconductor packaging and testing processes are complex and involve a number of precise steps. Defective packaging and testing can result from a number of factors, including:

• the level of contaminants in the manufacturing environment;

• human error;

• equipment malfunction;

• incorrect process condition setting;

• use of defective raw materials; and

• inadequate sample testing.

From time to time, we expect to experience lower than anticipated production yields as a result of the above factors, particularly in connection with the expansion of our capacity or change in our processing methods. In addition, our yield provided by new manufacturing services will be lower than average as we develop the necessary expertise and experience to perform those manufacturing services. If we fail to maintain high quality production standards, our reputation may suffer and our customers may cancel their orders or ask for discount.

We rely on technology provided by third parties

We rely on certain technologies that we have obtained through alliances or licenses. For example, we have licensed from Freescale Semiconductor Inc., or Freescale, formerly part of Motorola, Inc., or Motorola, the technology for ball grid array. We make royalty payments to Freescale based on the number of pads or balls used in our packages. We also implement new package technologies by entering into technology alliances and by licensing package technologies from certain technology companies. There can be no assurance that third parties will continue to license advanced technologies to us on terms satisfactory or acceptable to us after these licensing agreements expire, or at all. In the event that we are unable to license such advanced technologies from the third parties, we may be required to develop designed around technologies internally. There can be no assurance that we will be able to develop such technologies internally.

Disputes over intellectual property rights could be costly and could deprive us of technologies to stay competitive

We may suffer legal liabilities and damages if we infringe on the proprietary rights of others or incur costs resulting from legal claims and adverse proceedings against us. Despite this, we have no means of knowing what patent applications have been filed in the United States or elsewhere until they are granted. The semiconductor packaging and testing industry is characterized by frequent litigation regarding patent and other intellectual property rights. If any third party were to make valid intellectual property infringement claims against us or our customers, we could be required to:

• discontinue using disputed process technologies which would prevent us from offering some of our packaging and testing services;

• pay substantial monetary damages;

• seek to develop non-infringing technologies, which may not be feasible; or

• seek to acquire licenses to the infringed technology, which may not be available on commercially reasonable terms, if at all.

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We could also be required to expend substantial resources to defend any claim alleging our infringement of patents or other intellectual property rights. If we fail to obtain necessary licenses or if litigation relating to patent infringement or other intellectual property matters occurs, it could seriously harm our company.

In addition, we have acquired patents and trademarks to protect some of our proprietary technologies and manufacturing services. We cannot assure you, however, that these measures will provide meaningful protection of our intellectual property. For example, our competitors may be able to develop similar or superior manufacturing service technology, or we may not successfully protect or enforce our intellectual property rights.

On March 1, 2006, we were informed of a lawsuit, or the California Litigation, brought by Tessera Inc., or Tessera, in the United States District Court for the Northern District of California against us, our subsidiary Siliconware U.S.A., Inc. and five other semiconductor companies and their subsidiaries. Tessera alleges that some of our packaging services infringe patents owned by Tessera and that we have breached license agreements with Tessera. In May 2007, the parties stipulated a stay pending a final determination of an investigation directed against other parties (including certain co-defendants in the California Litigation) conducted by the U.S. International Trade Commission, or the ITC, or the 605 Investigation. Pursuant to the stipulation, the court has stayed the litigation. In the 605 Investigation, Tessera originally requested a Limited Exclusion order. Tessera has recently indicated that it is seeking a General Exclusion order, or other remedy possibly broader than a Limited Exclusion Order, which could adversely affect us or our customers. In February 2007, we filed requests for reexamination of five patents with the U.S. Patent and Trademark Office, or the PTO, four of which being asserted by Tessera against us in the California Litigation. The PTO has issued office actions and actions closing prosecution that rejected all of the asserted patent claims on the grounds that each claim is invalid in view of certain prior art. On April 21, 2008, Tessera filed a complaint with ITC pursuant to §337 of the Tariff Act of 1930 against us, our subsidiary Siliconware U.S.A., Inc. and other semiconductor companies, alleging infringement of patents, all of which are being litigated in the California Litigation and reexamined by the PTO. The ITC instituted an investigation, or the 649 Investigation, on May 21, 2008. On February 10, 2009,the 649 Investigation was stayed pending a final determination of the 605 Investigation. On March 12, 2009, Tessera requested that the ITC terminate the 649 Investigation. Because litigation is inherently unpredictable, we are unable to predict the ultimate outcome of any dispute. As of May 15, 2009, neither the Administrative Law Judge nor the ITC has acted on Tessera’s request to terminate. We are vigorously defending against Tessera’s allegations. If the Tessera disputes are not resolved in our favor, we may be forced to pay significant monetary damages and cease any manufacturing processes found to infringe on Tessera’s patents, which could have a material adverse effect on our business and results of operations. For more information, see “Item 4. Information on the Company — B. Business Overview — Litigation.”

Political and Economic Risks

We face substantial political risks associated with doing business in Taiwan, particularly due to the tense relationship between the ROC and the PRC

Our principal executive offices and all of our assets are substantially located in Taiwan. Accordingly, our services, financial condition and results of operations and the market price of our common shares and the ADSs may be affected by changes in R.O.C. governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan which are outside of our control. Taiwan has a unique international political status. Since 1949, Taiwan and the Chinese mainland have been separately governed. The PRC claims that it is the sole government in China and that Taiwan is part of China. Although significant economic and cultural relations have been established during recent years between the R.O.C. and the PRC, relations have often been strained. The PRC government has refused to renounce the use of military force to gain control over Taiwan and, in March 2005, further passed an Anti-Secession Law that authorizes non-peaceful means and other necessary measures should Taiwan move to gain independence from the PRC. Past developments in relations between the R.O.C. and the PRC have on occasion depressed the market prices of the securities of companies in the R.O.C. The R.O.C. also maintains important trade relations with the US, which has sometimes led to increased friction between the US and the PRC. Any deterioration in relations among the US, the R.O.C. and the PRC and other factors affecting military, political or economic conditions in Taiwan could materially and adversely affect our financial condition and results of operations, as well as the market price and the liquidity of our securities.

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The trading price of our American Depositary Shares may be adversely affected by the general activities of the Taiwan Stock Exchange and U.S. stock exchanges, the trading price of our shares, fluctuations in interest rates and the economic performance of Taiwan and global markets

Our shares are listed on the Taiwan Stock Exchange. The trading price of our ADSs may be affected by the trading price of our shares on the Taiwan Stock Exchange. The Taiwan Stock Exchange is a smaller market and, more volatile than the securities markets in the United States and a number of European countries. The Taiwan Stock Exchange has experienced substantial fluctuations in the prices and volumes of sales of listed securities, and there are currently limits on the range of daily price movements on the Taiwan Stock Exchange. During 2008, the Taiwan Stock Exchange Index peaked at 9,295.20 on May 19, 2008 and reached a low of 4,089.93 on Nov 20, 2008. From January 1, 2008 to December 31, 2008, daily closing values of our shares ranged from NT$58.1 per share to NT$22.95 per share. The Taiwan Stock Exchange is particularly volatile during times of political instability, including when relations between Taiwan and the PRC are strained. Moreover, the Taiwan Stock Exchange has experienced problems including market manipulation, insider trading and settlement defaults. The recurrence of these or similar problems could decrease the market price and liquidity of our shares and ADSs.

The market price of the ADSs may also be affected by general trading activities on the U.S. stock exchanges, which have experienced significant price volatility with respect to shares of technology companies. Fluctuations in interest rates and other general economic conditions, such as recession and economic downturns caused by the sub-prime crisis, high energy costs and other concerns, in Taiwan and other countries where our products are sold may also have an effect on the market price of our ADSs. Daily closing values of our ADSs ranged from US$1.84 to US$ 12.54 between June 7, 2000, the date our ADSs were listed on NASDAQ National Market, or NASDAQ, and December 31, 2008. Over the same period, the NASDAQ Composite Index ranged from 1,114.11 to 5,048.62.

Currency fluctuations could increase our costs relative to our revenues, which could adversely affect our profitability

Volatility in foreign exchange rates may have a material effect on our business. We are affected by fluctuations in exchange rates among the US dollar, the Japanese Yen, the NT dollar and other currencies. Some of our net operating revenues are denominated in currencies other than NT dollars, such as US dollars, while more than half of our costs of direct labor, raw materials and overhead are incurred in NT dollars. Therefore, any significant fluctuation in exchange rates could be harmful to our financial condition. In 2008, the foreign exchange rate between the US dollar and the NT dollar has ranged from a high of NT$29.99 per US$1 to a low of NT$33.55 per US$1. Fluctuations in the exchange rate between the US dollar and the NT dollar will also affect the US dollar value of the ADSs and the US dollar value of any cash dividends we pay, which could have a corresponding effect on the market price of the ADSs.

Any future outbreak of contagious diseases may materially and adversely affect our manufacturing services and operations, as well as our financial condition and results of operations

Any future outbreak of contagious diseases, such as severe acute respiratory syndrome or avian influenza, may disrupt our ability to adequately staff our manufacturing services, and may generally disrupt our operations. If any of our employees is suspected of having contracted any contagious disease, we may, under certain circumstances, be required to quarantine such employees and the affected areas of our premises. As a result, we may have to temporarily suspend part or all of our operations. Furthermore, any future outbreak may restrict the level of economic activity in affected regions, including Taiwan, which may also adversely affect our manufacturing services and prospects. As a result, we cannot assure you that any future outbreak of contagious diseases would not have a material adverse effect on our financial condition and results of operations.

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Our future tax obligations may adversely affect our profitability

According to the newly implemented Alternative Minimum Tax, or AMT, Act effective from January 1, 2006, a company is subject to a 10% AMT if its annual income exceeds NT$2 million, and an individual will be subject to a 20% AMT if his/her annual income exceeds NT$6 million. The imposition of the AMT is designed to remedy the current excessive tax incentives for individuals and businesses. For businesses, the incomes which previously enjoyed tax-exemption privileges under relevant tax regulations, such as the Statute for Upgrading Industries will be subject to the new AMT system for the calculation of business taxpayers’ aggregate incomes. The AMT Act also provides that businesses already qualified for five-year tax exemption before December 31, 2005 may continue to enjoy tax incentives and not to be subject to the AMT, so long as the construction of their investment projects breaks ground within one year and is completed within three years of the implementation of the AMT Act. We have evaluated our 2008 regular income tax, which is higher than the AMT and concluded that we will not incur any additional taxes under the AMT for the year ended December 31, 2008.

Risks Relating to the PRC

Our operations in the PRC may expose us to political, regulatory, economic and foreign investment risks in the PRC

Some of our customers and foreign competitors have expanded their operations to the PRC. In order to remain competitive and to position ourselves to gain market share, we established a subsidiary named Siliconware Technology (Suzhou) Limited, or Siliconware Suzhou, in 2002, which currently is primarily engaged in the assembly and testing service. Prior to 1978, the PRC operated under a central economic planning system. All production and economic activities in the country were governed by the economic goals set out in the five-year plans and annual plans adopted by central authorities. Since 1978, the PRC government has permitted foreign investment and implemented economic reforms, gradually changing from a planned economy to a market-oriented economy. However, many of the reforms and economic policies adopted or to be adopted by the PRC government are unprecedented or experimental in nature and may have unforeseen results, which may have an adverse effect on enterprises with substantial business in the PRC, including us.

Since 1979, many laws and regulations dealing with general economic matters or particular economic activities have been promulgated in the PRC. However, enforcement of existing laws and regulations may be uncertain and sporadic and implementation and interpretation thereof may be inconsistent. The PRC judiciary is relatively inexperienced and underdeveloped in enforcing the laws and regulations that currently exist, leading to a degree of uncertainty as to the outcome of any litigation. Further, it may be difficult to obtain swift and equitable enforcement or to obtain enforcement of a judgment by a court of another jurisdiction. The PRC’s legal system is based on written statutes and, therefore, decided legal cases do not have binding legal effect, although they are often followed by judges as guidance. The introduction of new PRC laws and regulations and the interpretation of existing laws and regulations may be subject to policy changes reflecting domestic political or social changes. As the PRC legal system develops, there can be no assurance that changes in such legislation or interpretation thereof would not have a material adverse effect on our business, financial condition, results of our operations and future prospects.

The discontinuation of any preferential tax treatment currently available to us and the increase in the enterprise income tax in the PRC could adversely affect our results of operations

Prior to January 1, 2008, the basic income tax rate for foreign-invested enterprises in the PRC was 33% (30% enterprise income tax and 3% local income tax). However, the PRC government provided various incentives, including reduced tax rates and other measures, to foreign-invested enterprises and companies that meet certain criteria. Our subsidiary Siliconware Suzhou was qualified for the favorable tax treatment and was entitled to a preferential enterprise income tax rate of 15%. In addition, Siliconware Suzhou is a foreign-invested manufacturing enterprise with an approved term of more than ten years. Thus, Siliconware Suzhou is entitled to a two-year exemption from the enterprise income tax from the first profitable year of operation, and a 50% relief from the enterprise income tax for the subsequent three years. Under the PRC Enterprise Income Tax Law, or the EIT Law, which took effect on January 1, 2008, the PRC adopted a uniform income tax rate of 25% for all enterprises in China (including foreign-invested enterprises) and revoked many of the current tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. However, a transition period for enterprises, whether foreign-invested or domestic, that were subject to an enterprise income tax rate lower than 25% prior to the effective date allows these enterprises to continue enjoying the lower rate and gradually transit to the new tax rate within five years after the effective date of the EIT Law. Enterprises that are currently entitled to exemptions or reductions from the standard income tax rate for a fixed term may continue to enjoy such treatment until the fixed term expires. However, for foreign-invested enterprises which are currently entitled to the two-year exemption and the subsequent three-year 50% relief from enterprise income tax but have yet not experienced the first profitable year, the two-year exemption begins from January 1, 2008, regardless of whether such enterprise is profitable at that time. Preferential tax treatments will continue to be granted to enterprises classified as “new and high technology enterprises strongly supported by the state”, which will be entitled to a 15% enterprise income tax rate. Any reduction or elimination of these preferential tax benefits may have an adverse effect on our results of operations.

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We cannot assure you that the current preferential tax treatments and the current level of the enterprise income tax enjoyed by our PRC operating subsidiary will continue, and any legislative changes to the tax regime could discontinue any preferential tax treatment applicable to our subsidiary in the PRC.

Changes in PRC foreign exchange regulations may adversely affect our results of operations and financial condition

The exchange rate between the Renminbi and the U.S. dollar and other foreign currencies is affected by, among other things, changes in China’s political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Reminbi is permitted to fluctuate within a narrow and managed band against a basket of foreign currencies. This change in policy has resulted in an approximately 17.6% appreciation of Reminbi against the U.S. dollar between July 21, 2005 and December 31, 2008. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant appreciation of Renminbi against the U.S. dollar. Any increase in the value of the Renminbi might adversely affect the growth of the Chinese economy, increase our operating expenses as well as the competitiveness of various industries in China, including our industry, which could in turn affect our financial condition and results of operations.

Risks Related to Ownership of Our Shares or ADSs

Restrictions on the ability to deposit shares into our ADS program may adversely affect the liquidity and price of the ADSs

The ability to deposit shares into our ADS program is restricted by R.O.C. law. Under current R.O.C. law, no person or entity, including you and us, may deposit shares into our ADS program without specific approval of the R.O.C. Securities and Futures Bureau, or R.O.C. SFB except for the deposit of the shares into our ADS program and for the issuance of additional ADSs in connection with:

• distribution of share dividends or free distribution of our shares;

• exercise of the preemptive rights of ADS holders applicable to the shares evidenced by ADSs in the event of capital increases for cash; or

• if permitted under the deposit agreement and the custody agreement, purchases of our shares in the domestic market in Taiwan by the investor directly or through the depositary or the surrender of shares under the possession of investors and then delivery of such shares to the custodian for deposit into our ADS program, subject to the following conditions: (i) the depositary may accept deposit of those shares and issue the corresponding number of ADSs with regard to such deposit only if the total number of ADSs outstanding after the deposit does not exceed the number of ADSs previously approved by R.O.C. SFB, plus any ADSs issued pursuant to the events described in the above two bullet points; and (ii) this deposit may only be made to the extent previously issued ADSs have been cancelled.

As a result of the limited ability to deposit shares into our ADS program, the prevailing market price of our ADSs on NASDAQ, may differ from the prevailing market price of the equivalent number of our shares on the Taiwan Stock Exchange.

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Holders of our ADSs will not have the same proposal or voting rights as the holders of our shares, which may affect the value of your investment

Due to the amendment to the R.O.C. Company Act and the amendment made to our articles of incorporation accordingly, except for treasury shares, each common share is generally entitled to one vote and no voting discount will be applied. However, except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the shares evidenced by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as their representative to exercise the voting rights attaching to the shares represented by the ADSs. The voting rights attaching to the shares evidenced by our ADSs must be exercised as to all matters brought to a vote of shareholders collectively in the same manner.

Moreover, holders of the ADSs do not have individual rights to propose any matter for shareholders’ votes at our shareholders’ meetings. However, holders of at least 51% of the ADS outstanding at the relevant record date may request the depositary to submit to us one proposal per year for consideration at our annual ordinary shareholders’ meeting, provided that such proposal meets certain submission criteria and limitations, including the language and the length of the proposal, the time of submission, the required certification or undertakings, and the attendance at the annual ordinary shareholders’ meeting. A qualified proposal so submitted by the depositary will still be subject to review by our board of directors and there is no assurance that the proposal will be accepted by our board of directors for inclusion in the agenda of our annual ordinary shareholders’ meeting. Furthermore, if we determine, at our discretion, that the proposal submitted by the depositary does not qualify, we have no obligation to notify the depositary or to allow the depositary to modify such proposal.

Furthermore, if holders of at least 51% of the ADSs outstanding at the relevant record date instruct the depositary to vote in the same manner regarding a resolution, including election of directors, the depositary will appoint our Chairman, or his designee, to represent the ADS holders at the shareholders’ meetings and to vote the shares represented by the ADSs outstanding in the manner so instructed. If by the relevant record date the depositary has not received instructions from holders of ADSs holding at least 51% of the ADSs to vote in the same manner for any resolution, then the holders will be deemed to have instructed the depositary to authorize and appoint our Chairman, or his designee, to vote all the shares represented by ADSs at his sole discretion, which may not be in your interest.

The rights of holders of our ADSs to participate in our rights offerings may be limited, which may cause dilution to their holdings

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement, the depositary will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings.

Our public shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation

Our corporate affairs are governed by our articles of incorporation and by laws governing R.O.C. corporations. The rights of our shareholders to bring shareholders’ suits against us or our board of directors under R.O.C. law are much more limited than those of the shareholders of U.S. corporations. Therefore, our public shareholders may have more difficulty protecting their interests in connection with actions taken by our management, members of our board of directors or controlling shareholders than they would as shareholders of a U.S. corporation. Please refer to “Item 10. Additional Information—B. Memorandum and Articles of Association” included elsewhere in this annual report for a detailed discussion of the rights of our shareholders to bring legal actions against us or our directors under R.O.C. law.

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Holders of our ADSs will be required to appoint several local agents in Taiwan if they withdraw shares from our ADS program and become our shareholders, which may make ownership burdensome

Non-R.O.C. persons wishing to withdraw shares represented by their ADSs from our ADS program and hold our shares represented by those ADSs are required to appoint a local agent or representative with qualifications set forth by the R.O.C. SFB to open a securities trading account with a local brokerage firm, pay R.O.C. taxes, remit funds and exercise shareholders’ rights. In addition, the withdrawing holders are also required to appoint a custodian bank with qualifications set forth by the Ministry of Finance to hold the securities in safekeeping, make confirmations, settle trades and report all relevant information. Without making this appointment and opening of the accounts, the withdrawing holders would not be able to subsequently sell our shares withdrawn from a depositary receipt facility on the Taiwan Stock Exchange. Under R.O.C. law and regulations, citizens of the PRC are not permitted to hold our shares or withdraw shares represented by ADSs from our ADS program.

You may not be able to enforce a judgment of a foreign court in the ROC

We are a company limited by shares incorporated under the R.O.C. Company Act. Most of our assets and most of our directors, supervisors and executive officers and experts named in the registration statement are located in Taiwan. As a result, it may be difficult for you to enforce judgments obtained outside Taiwan upon us or such persons in Taiwan. Any judgment obtained against us in any court outside the R.O.C. arising out of or relating to the ADSs will not be enforced by R.O.C. courts if any of the following situations shall apply to such final judgment:

• the court rendering the judgment does not have jurisdiction over the subject matter according to R.O.C. law;

• the judgment or the court procedures resulting in the judgment is contrary to the public order or good morals of the R.O.C.;

• the judgment was rendered by default, except where the summons or order necessary for the commencement of the action was duly served on us within the jurisdiction of the court rendering the judgment within a reasonable period of time and in accordance with the laws and regulations of such jurisdiction, or with judicial assistance of the R.O.C.; or

• the judgments of R.O.C. courts are not recognized and enforceable in the jurisdiction of the court rendering the judgment on a reciprocal basis.

We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors

Based upon the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company, or PFIC, for 2008, and do not expect to become one in the future, although there can be no assurance in this regard. If, however, we were or were to become a PFIC, such characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, our U.S. investors will become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for U.S. tax purposes if either: (i) 75% or more of our gross income in a taxable year is passive income, or (ii) the average percentage of our assets by value in a taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. The calculation of the value of our assets will be based, in part, on the quarterly market value of our shares, which is subject to change. We cannot assure you that we will not be a PFIC for 2009 or any future taxable year. See “Taxation — U.S. Federal Income Tax Considerations for U.S. Persons — Passive Foreign Investment Company.”

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Item 4. Information on the Company

A. History and Development of the Company

Our legal and commercial name is Siliconware Precision Industries Co., Ltd. We were incorporated under the R.O.C. Company Act as a company limited by shares on May 17, 1984. We provide services in Taiwan through our facilities located in Taichung, Hsinchu and Changhua. Our principal executive offices are located at No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, Republic of China, and the telephone number is 886-4-2534-1525. Our Internet website address is www.spil.com.tw. Our shares were listed on the Taiwan Stock Exchange in 1993. On June 7, 2000, we issued 30,000,000 ADSs, each representing five shares. Our ADSs have been listed on the NASDAQ National Market under the symbol “SPIL” since June 2, 2000. In 2002, we established Siliconware Suzhou in PRC, a wholly-owned subsidiary with a facility to provide assembling and testing service in Suzhou, China.

Taiwan is home to the world’s largest independent wafer foundries and as such is home to one of the world’s leading suppliers of outsourcing semiconductor manufacturing. Our close proximity to and relationships with Taiwan’s leading wafer foundries allow us to benefit significantly from the trend towards outsourcing in the semiconductor industry and to quickly respond to our customers’ needs. Our location in Taiwan also enables our customers to secure seamless services within Taiwan for all of their manufacturing needs, thereby minimizing the time required to deliver finished semiconductor devices to the market.

For information relating to our capital expenditure, see “— B. Business Overview — Capital Expenditures and Divestitures”.

B. Business Overview

Our Business

We are one of the world’s leading independent providers of semiconductor packaging and testing services. We offer a full range of packaging and testing solutions, including advanced substrate packages such as the flip-chip ball grid array and lead-frame packages, as well as testing for logic, mixed signal and embedded memory devices. We also offer our customers turnkey solutions from packaging and testing to direct shipment of semiconductor devices to the destinations designated by our customers.

We provide packaging and testing services to more than 100 customers worldwide. For 2008, our top customers included the following leading semiconductor suppliers: Advanced Micro Devices Inc., Broadcom Corporation, Intel Corporation, MediaTek Inc., Marvell Semiconductor Inc., NVIDIA Corp., SanDisk Corporation and Xilinx, Inc. We currently target customers in the personal computer, communications, consumer ICs and non-commodity memory semiconductor markets. We strive to provide the highest level of customer service to meet and anticipate our customers’ current and future requirements.

The manufacturing services we offer are customized to the needs of our individual customers. In 2008, 86.2% of our net operating revenues were from packaging services and 13.8% of our net operating revenues were from testing and other services. Our revenues are presented to conform to our industry’s current common classification. The following table shows, for the periods indicated, the amount of our packaging and testing revenues by categories of manufacturing services and the revenues from the manufacturing services we provide as a percentage of our total net operating revenues:

	Years Ended December 31,
	2006				2007				2008
	NT$		%		NT$		%		NT$		%
	(audited) (consolidated)
	(in millions, except percentages)
Substrate base packages		29,458		51.6		32,180		48.6		31,243		50.1
Lead-frame base packages		16,055		28.1		19,601		29.6		18,473		29.6
Other packages		3,800		6.7		5,795		8.8		4,064		6.5
Total packaging revenues		49,313		86.4		57,576		87.0		53,780		86.2
Testing and other revenues		7,813		13.6		8,601		13.0		8,623		13.8
Total net operating revenues		57,126		100.0		66,177		100.0		62,403		100.0

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Our objective is to be the leading worldwide, full service independent provider of semiconductor packaging and testing services. Key elements of our strategy include:

• providing a full range of packaging and testing services, including turnkey capabilities to simplify our customers’ supply chain management;

• offering leading packaging and testing technology to attract and retain customers;

• focusing on customer service and working with our customers on developing and fulfilling their current and future semiconductor packaging and testing needs;

• leveraging our existing foundry relationships and Taiwan location to enable our customers to easily integrate all of their outsourced semiconductor manufacturing needs; and

• diversifying and expanding our customer base geographically, by customer type and by end-market application, to capitalize on growing markets including communications and increased outsourcing from vertically integrated semiconductor device manufacturers and systems original equipment manufacturers.

Because our services are, and will continue to be, dependent on the requirements of semiconductor companies for independent testing and assembly services, any downturn in the highly cyclical semiconductor industry may reduce demand for our services and adversely affect our results of operations. Our operations, however, are not subject to any clear seasonal effects.

Our Packaging Services

We offer a broad range of package formats designed to provide our customers with a full array of packaging solutions. The packaging solutions we currently offer to our customers include substrate packages, which include ball grid array and system in packages (incorporating multiple semiconductor chips) and flip-chip ball gird array packages, together with lead-frame packages. Our flip-chip ball grid array packages are based on the Flex-On-Cap wafer bumping and redistribution technologies. Semiconductor packaging serves to protect semiconductor chips, to facilitate their integration into electronic systems and to enable the dissipation of heat produced by the final product. The packaging process begins with dicing patterned silicon wafers into separated dies. Each die is attached to a substrate or lead-frame by die-attached material. Substrate or leads on the lead-frame are then connected by extremely fine gold wires to the input/output terminals on the chip, using machines called wire bonders. Each chip is then encapsulated, generally in a plastic casing molded from a molding compound, with only the leads protruding from the finished casing. To complete the packaging process, excess molding compound is eliminated from the packaged semiconductor chip and the leads are trimmed and formed into various shapes.

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Semiconductor packages have evolved from lead-frame packages to substrate packages in response to the increasing demands of today’s high-performance electronics products. The differentiating characteristics of these packages include:

• the size of the package;

• the number of electrical connections the package can support; and

• the thermal and electrical requirements of the package.

As modern applications for semiconductor devices require smaller chips, the size of packages has also decreased. In leading-edge packages, the size of the package is miniaturized to just slightly larger than the size of the individual chip itself known as chip scale packages.

As semiconductor devices increase in complexity, the number of required electrical connections also increases. Our lead-frame packaging has electrical connections from the semiconductor device to the electronic product through leads on the perimeter of the package. Our substrate packaging has balls on the bottom of the package that create the electrical connections with the electronic system and can support larger numbers of electrical connections.

New methods of packaging have also enhanced the thermal and electrical characteristics of semiconductor packages to meet the high-bandwidth, high-speed and high-power demands of modern semiconductor devices. Flip-chip packages enable direct interconnection from the chip to the substrate. Electrical connection is first deposited on one side of a chip; then, the chip is flipped onto the substrate. Flip-chip technology eliminates the need for wire bonding and provides superior electrical performance. Chip scale packages have been designed for devices which require reduced height, board space and weight by reducing the size of the package to be only slightly larger than the size of the die and are ideally suited for the latest generation of wireless and consumer electronics. System in packages allow for the combination of multiple chips into a single package, enabling increased application functionality while miniaturizing overall size.

We price our packaging on a per unit basis, taking into account the complexity of the manufacturing required, the prevailing market conditions, the order size, the strength and history of our relationship with the customer and our capacity utilization at the time.

Substrate Packages

This category generally employs the ball grid array design, which utilizes a laminated substrate rather than a lead-frame and places the electrical connections on the bottom of the package rather than around the perimeter.

The ball grid array format was developed to address the need for higher lead counts required by advanced semiconductor devices. Benefits of ball grid array packaging over leaded packaging include:

• smaller size;

• greater pin count;

• greater reliability;

• better electrical signal integrity; and

• easier attachment to a printed circuit board.

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As the number of leads surrounding the package increased, the proximity of the leads to one another became closer in an attempt to maintain the size of the package. The close proximity of one lead to another resulted in electrical shorting problems, and required the development of increasingly sophisticated and expensive techniques for producing circuit boards to accommodate the high number of leads.

The ball grid array format solved this problem by effectively creating leads on the bottom of the package in the form of solder balls. These balls can be evenly distributed across the entire bottom surface of the package, allowing greater distance between the individual leads. For the highest lead count devices, the ball grid array configuration can be manufactured less expensively and requires less delicate handling at installation.

To address the electronics market demand for higher frequency, higher input/output and better thermal performance, we have made efforts to develop high value-added advanced packaging technologies, such as flip-chip and wafer bumping technologies. In addition to the development of the 8-inch wafer bumping technology, in order to meet the trend of wafer size moving to 12-inch from 8-inch, we successfully established the first 12-inch wafer bumping technology in the world. Flip-chip ball grid array is a high-end, high-growth packaging technology typically used in advanced semiconductor products such as microprocessor units, micro peripherals, field programmable gate arrays and application specific ICs. The flip-chip technology enables direct interconnection from the chip to the substrate, eliminates the need for wire bonding and provides superior electrical performance. We have also developed thin and small package, or CSPs, on flexible or rigid substrates as well as lead-frames, which are suitable for the portable consumer market. Furthermore, we have developed module packages, with multiple chips integrated into one package, in order to meet the growing demand for “system-in-package,” or SIP, for applications in personal computers, communications devices and consumer products.

Lead-Frame Packages

Lead-frame packages are characterized by a semiconductor chip encapsulated in a plastic molding compound with metal leads on the perimeter. This package category has evolved from a design where the leads are plugged into holes on the circuit board to a design where the leads are soldered to the surface of the circuit board. Lead-frame packages are divided into two general types of packages: quad flat packages and small outline packages.

To satisfy the demand for miniaturization of portable electronic products, we are developing increasingly smaller versions of lead-frame packages to keep pace with continually shrinking semiconductor device sizes. Our advanced lead-frame packages are similar in design to our older lead-frame packages. However, our advanced lead-frame packages generally are thinner and smaller, have more leads and have advanced thermal and electrical characteristics. As a result of continued development of manufacturing service technology, we offer lead-frame packaging with a wide range of lead counts and body sizes to satisfy variations in the size of customers’ semiconductor devices.

Testing and Other Services

Semiconductor testing measures and ensures the performance, functionality and reliability of a packaged semiconductor device. Testing semiconductor devices requires significant technical expertise and knowledge of the specific applications and functions of the device under testing. In addition to maintaining different types of advanced testing equipment which enable us to test a variety of semiconductor device functions, we work closely with our customers to develop and convert programs to test particular semiconductor products on multiple equipment platforms effectively. The cost of any specific test is dependent on the test time (usually measured in seconds) required to run a test which varies depending on the complexity of the semiconductor device and the customer’s specification with the percentage of fault coverage.

We also provide a variety of testing services as the following:

Wafer Probing. Wafer probing is the step immediately before packaging of ICs and involves sorting the processed wafer for defects to ensure that it meets customer acceptance criteria. ICs on an accepted wafer are then individually inspected visually under microscopes before packaging and final testing.

Final Testing. We provide final testing services for a wide variety of logic and mixed signal ICs packages, DDR II memory, Memory card and other IC packages, including complex and high-performance ICs, as well as lower-performance ones. High-performance products include personal computer-related components such as CPU chipsets and graphic processors, while major lower-performance products include ICs used in consumer electronics products.

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Other Testing Services. In addition to wafer probing and final testing services described above, we also provide “system-level testing” service for testing products on motherboards, “TDBI-test during burn-in” service to screen out device infant mortality, “laser repair/laser trim” service to modify device connection structure for specific product applications, “lead/ball scanner” service to screen out abnormal products, including bent lead or ball defective devices, so as to prevent them from being shipped to the end customers, “marking” service to specify the unique customer logo and batch identification on products and “tape and reel” service to packaging devices into one complete reel for surface mount operation.

Customers

We currently have more than 100 customers worldwide, and our customers include many of the largest semiconductor companies in the world. In 2006, 2007 and 2008, 40.4%, 41.5% and 38.8% of our net operating revenues were derived from sales to our top five customers, respectively, and 62.8%, 61.0% and 56.6% of our net operating revenues were derived from sales to our top ten customers, respectively. In 2008, our top customer provided approximately 11%of our net operating revenues. Our representative customers as of December 31, 2008 include Advanced Micro Devices Inc., Broadcom Corporation, Intel Corporation, MediaTek Inc., Marvell Semiconductor Inc., NVIDIA Corp., SanDisk Corporation and Xilinx, Inc.

Industry-leading companies require early access to advanced packages because they manufacture products which have first-to-market technologies. Our close relationships with industry-leading customers help us to further develop their technologies and position us to benefit from the high unit volumes of these major semiconductor customers.

Set forth below is a geographic breakdown of our net operating revenues for the periods presented below, categorized by geographic region based on the jurisdiction in which each customer is headquartered:

	Years Ended December 31,
	2006				2007				2008
	NT$		%		NT$		%		NT$		%
	(audited) (consolidated)
	(in millions, except percentages)
U.S. and Canada		34,045		59.6		37,842		57.2		32,300		51.8
Taiwan		20,500		35.9		23,462		35.4		21,021		33.7
Others(1)		2,581		4.5		4,873		7.4		9,082		14.5
Total		57,126		100.0		66,177		100.0		62,403		100.0

(1) Includes primarily Singapore, Japan, Germany and Korea.

Sales from outside of Taiwan accounted for 64.1%, 64.6% and 66.3% of our net operating revenues in 2006, 2007 and 2008, respectively. We primarily target U.S. and Canadian semiconductor companies that contract their wafer foundry services to major independent R.O.C. foundries. Our U.S. and Canadian customers, including AMD and NVIDIA Corp., are world-leading suppliers of graphic chipsets. Our U.S. customers mainly require quad flat packages and substrate packages. We also focus on marketing our packaging and testing services in Japan and Europe and expect sales to these two areas to increase in the near future.

We believe we have benefited from our location in Taiwan where outsourced semiconductor manufacturing infrastructure is well established. Our long-term relationships with two of the world’s largest independent wafer foundries are important to the continued growth of our services. A very large portion of the semiconductor devices we package and test have been manufactured in Taiwan’s leading wafer foundries. As these wafer foundries grow, we expect that their demand for our services will continue to grow. Moreover, we believe that we can leverage these relationships to jointly market seamless outsourced semiconductor manufacturing services from design to drop shipment and remain at the forefront in semiconductor technology. We also believe that our close proximity and close relationships to wafer foundries enable our customers to more efficiently manage their supply chains and find comprehensive solutions to their semiconductor needs.

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Due to the fast-changing technology and functionality of semiconductor chip design, customers requiring semiconductor packaging and testing services generally do not place purchase orders far in advance. However, we engage customers in advance of the placement of purchase orders based on each customer’s expected packaging and testing requirements. In addition, our customers generally agree to purchase from us any unused materials that we purchase to meet their forecasted demand. Although we have long-term sales relationships with a number of customers, our customers generally may cancel or reschedule orders without significant penalties. In the past, very few customers have cancelled firm orders for our packaging and testing services. This is due in part to the fact that firm orders usually immediately precede shipment of wafers to be packaged by us. Our customers, however, routinely change their forecasts for future purchases from us, and we adjust our production plans accordingly. We do not maintain reserves for customer cancellations and variations in customer orders. Accordingly, our backlog as of any particular date may not be indicative of future sales.

In addition, packaging and testing service customers generally require that our facilities undergo a stringent “qualification” process during which the customer evaluates our operations and production processes. The qualification process can take many weeks. Due to this lengthy qualification process, we believe that semiconductor manufacturers are generally reluctant to switch semiconductor packaging and testing companies once these companies have been qualified. For test qualification, after we have been qualified by a customer and before the customer delivers wafers to us for testing in volume, a process known as “correlation” is undertaken. During the correlation process, the customer provides us with test criteria, information regarding process flow and sample semiconductors to be tested and either provides us with the test program or requests that we develop a new or conversion program. In some cases, the customer also provides us with a data log of results of any testing of the semiconductor that the customer may have conducted previously. The correlation process typically takes up to two weeks but can take longer depending on the requirements of the customer.

Sales and Marketing

Our sales and marketing strategy is focused on providing high-quality advanced semiconductor device packaging and testing services, consistent on-time delivery and competitive pricing. We believe that this strategy is best implemented by servicing a select number of customers whom we consider to have a high level of anticipated growth. We cooperate with these customers to achieve their best needs.

We engage in semi-annual and quarterly reviews of all of our customers; we regularly collect data from different segments of the semiconductor industry and, when possible, we work closely with our customers to design and develop packaging and testing solutions for their new products. These “co-development” or “sponsorship” projects can be critical when customers seek large-scale, early market entry with a significant new product.

Our sales and marketing efforts are carried out by our sales team in Taichung and Hsinchu near many of Taiwan’s leading domestic semiconductor companies. In addition, our subsidiary Siliconware U.S.A., with offices in San Jose and Huntington Beach, California, Chelmsford, Massachusetts, Tempe, Arizona and Lewisville, Texas, which facilitate communications and maintain relationships with companies headquartered in North America. Transactions are conducted pursuant to purchase orders transmitted to our headquarters in Taiwan. We also have established our Japan office in Tokyo and Europe office in Germany to give our customers support in closer proximity.

Quality Control

We employ quality control procedures at every critical manufacturing stage, with the aim of identifying and solving problems at the earliest possible stage of the production process. Our quality control procedures include statistical process control, which involves sampling tests to control and monitor the production process. Such tests include optical scanning and reliability tests, which include temperature and humidity tests, pressure and stress tests and test for resistance to solvents. If a problem is detected, failure analysis will be used to determine the cause. Visual inspection and optical scanning are performed on all assembled semiconductor devices to test for lead coplanarity and integrity. Assembled chips are tested on a sample basis for open shorts in wire connections. To ensure that our quality control procedures are effectively applied, production line employees are provided with periodic training.

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Our comprehensive quality control and environmental protection programs have received numerous accredited International Standards Organization certifications, including ISO 9002 in 1992, ISO 9001 in 1993, QS 9000 in 1999 and ISO 14001 in May 1999. We undergo periodic audits to maintain our ISO certifications. Although some semiconductor companies view the ISO certification as a basis for initiating contact with a potential subcontractor, they generally perform separate production and quality audits of the subcontractors themselves. We also received TS16949 certification for our quality control in 2003, OHSAS 18001 certification for safety and health management system in 2004 and QC080000 certification for hazardous substance process management in August 2008.

As a result of our ongoing focus on quality, we achieved average quarterly packaging yields of 99.8% for lead frame base, substrate base, flip-chip and wafer bumping in 2008. Packaging yield, which is the industry standard for measuring production yield, is equal to the number of IC packages that are shipped for packaging divided by the number of individual ICs that are attached to substrates or lead-frames.

As part of our overall focus on quality service, we also closely monitor our delivery performance against scheduled delivery times.

Research and Development

We focus our research and development efforts on developing new package designs and improving the efficiency and capabilities of our production process technologies. Production process enhancements include:

• reduction of the size and thickness of semiconductor device packages;

• increasing input/output density of semiconductor device packages;

• enhancement of the electrical, thermal and reliability performance of semiconductor device packages;

• reduction of spacing between leads;

• shortening the length and minimizing the diameter of gold wire used in the wire bonding process;

• increasing packaging yields;

• shortening cycle times; and

• investigating the use of new or replacement raw materials.

We believe that technology development is one of the key success factors in the semiconductor packaging and testing industry. We work with our customers, equipment manufacturers or materials suppliers to develop advanced processing capabilities. We are also developing a Fan-Out Wafer-Level-CSP technology for advanced RF modules. Moreover, we work with customers early in the process of wafer design to ensure that their packaging needs are met and that our packaging services provide our customers with the flexibility they require. Our research and development personnel are divided among our design department, characterization department and manufacturing technology development department. In addition, our quality assurance and manufacturing personnel also participate in research and development activities. In 2006, 2007 and 2008, our research and development expenses amounted to NT$1,194 million, NT$1,288 million and NT$1,383 million (US42.2 million), respectively.

We maintain laboratory facilities to analyze the characteristics of semiconductor device packages by computer simulation and verify their performances by measurement devices. The use of computer-aided engineering tools substantially reduces the time required to validate the proper function of packages, as compared to physical testing methods.

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In order to reduce the impact from fluctuations in the price of gold wire, we have been developing copper wire bonding processes, which has gained popularity recently due to its economic advantage, to replace conventional processes based on gold wire. It is entering a high growth stage of development. We have conducted engineering studies and qualification tests on fine pitch bonding, thin wire and advanced pad structure over active circuit. Presently, copper wire bonding is running at pre-launch production for lead frame packaging. We have established development and production experience for copper wire bonding processes. In addition, we have also been improving our manufacturing process to shorten the length and minimizing the diameter of the gold wire used.

Supplies

Raw Materials

Our packaging operations require adequate supplies of materials and equipment on a timely basis. The principal raw materials used in packaging are substrates, lead-frames, gold wire and molding compound. We generally have not entered into long-term supply agreements and purchase our raw materials on a purchase order basis at prevailing market prices. The price of gold wire has been volatile and has fluctuated with the spot price of gold in recent years. In 2008, the spot rates of gold fluctuated from a low of approximately US$700 per ounce to a high of approximately US$1,000 per ounce. The volatility in the price of gold wire contributed to the decrease of our gross margin in 2008 compared to 2007. We have continued to implement measures to reduce our dependency on certain raw materials, such as gold wire. For example, we are developing improvements to our manufacturing process that will shorten the length and reduce the diameter of the gold wire used. Our major suppliers of raw materials, which include Chang Wah Electromaterials Inc., Chroma New Material Corp., Kinsus Interconnect Technology Corp., Phoenix Precision Technology Corp., Sumitomo Metal Mining Asia Pacific Pte Ltd., and Sumitomo Bakelite (Taiwan) Co., Ltd., are leading companies in the types of materials they supply. We work closely with them and provide them with rolling forecasts. For 2006, 2007 and 2008, our raw material costs were 56.2%, 57.1% and 54.9%, respectively, of cost of goods sold.

We do not maintain large inventories of raw materials. We purchase materials based on customer forecasts, and our customers are generally responsible for any unused materials in excess of the quantity that they indicated they would need. Based upon regular estimates of orders from customers, we usually maintain limited inventories of raw materials. Our principal suppliers usually dedicate portions of their inventories as reserves to meet our production requirements. Nevertheless, on occasion when customer orders have exceeded the supply of raw materials, we have typically been able to obtain extensions from our customers to allow sufficient supply to become available. Such arrangements help us remain cost competitive.

Equipment

In addition to raw materials, the availability of packaging and testing equipment is critical to our services. We generally seek to maintain equipment from different suppliers with broad functionality and flexibility for different packaging types to enhance capacity utilization. We purchase packaging equipment from major international manufacturers, including Apic Yamada Corporation, Kulicke & Soffa Industries Inc., ASM Technology Singapore PTE LTD. and TOWA Corporation.

Testing equipment is one of the critical components of the wafer probing and device testing process. We generally seek to maintain testers from different suppliers with similar functionality and the ability to test a variety of different semiconductors. In general, certain semiconductors can only be tested on a limited number of specially configured testers. Our major suppliers of testing equipment include Verigy Ltd, which took over the semiconductor testing business of Agilent Technologies, Inc. in June 2006, Advantest Taiwan Inc., and Teradyne Inc.

As of December 31, 2008, we operated 4,656 wire bonders and 349 testers in Taiwan. In addition, our subsidiary, Siliconware Suzhou has 520 wire bonders and 32 testers in the PRC. We must order equipment in advance of customer demand to expand our capacity, based on our expectation of future demand for our packaging and testing services.

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Competition

We face substantial competition from established packaging and testing service providers, including companies with greater manufacturing, financial and other resources. These companies include Advanced Semiconductor Engineering, Inc. (Taiwan), Amkor Technology Inc. (USA) and STATS ChipPAC Ltd. (Singapore). These companies have also established relationships with many large semiconductor companies that are our current or potential customers. To a lesser extent, we also compete with the internal semiconductor packaging and testing capabilities of many of our customers.

The principal elements of competition in the independent semiconductor packaging and testing market include:

• the breadth of package and test offerings;

• technical competence;

• manufacturing yields;

• manufacturing cycle times;

• customer service; and

• price.

Integrated Device Manufacturers, or IDMs, that use our services continually evaluate our performance against their own in-house testing and assembly capabilities. These IDMs may have access to more advanced technologies and greater financial and other resources than we do. We believe, however, that we can offer greater efficiency and lower costs while maintaining an equivalent or higher level of quality for three reasons:

• we offer a broader and more complex range of services as compared to the IDMs, which tend to focus their resources on improving their front-end operations;

• we generally have lower unit costs because of our higher utilization rates; and

• we offer a wider range of services in terms of complexity and technology.

Strategic Investments

We, together with Siliconware Investment Company Ltd., our subsidiary, make equity joint ventures and strategic investments in companies located in Taiwan and the United States engaged in related semiconductor packaging and testing businesses. We believe that our participation in these companies allows us to enhance and complement our manufacturing services offerings, secure access to raw materials and keep us up to date with technological changes in the semiconductor industry. These participations include:

• Phoenix Precision Technology Corporation. As of December 31, 2008, we held, directly and indirectly, a 16.8% equity interest in Phoenix Precision, a supplier of semiconductor raw materials, including substrates. Mr. Bough Lin, our Chairman, Mr. Fu-Mei Tang, and Ms. Teresa Wang, our supervisors, are directors of Phoenix Precision. Ms. Teresa Wang is also the Chief Financial Officer of Phoenix Precision. Jerome Tsai, one of our directors, is supervisor of Phoenix Precision. Mr. Byron Chiang, one of our officers, is supervisor of Phoenix Precision.

• ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda. As of December 31, 2008, we held a 14.5% equity interest in ChipMOS Bermuda, a semiconductor packaging and testing and LCD driver and IC manufacturing company. Mr. Jerome Tsai, one of our directors, is a director of ChipMOS Bermuda.

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Intellectual Property

As of December 31, 2008, we held 500 Taiwan patents, 300 U.S. patents and 87 PRC patents related to various semiconductor packaging technologies, including patents for improvements of thermal and electrical performance used in the semiconductor packaging process. As of December 31, 2008, we also had a total of 131 pending patent applications in the United States, 123 in Taiwan and 123 in the PRC. In addition, we had registered “SPIL” as a trademark and as a servicemark in Taiwan.

We have licensed from Freescale, formerly part of Motorola prior to April 2004, the technology for ball grid array for which we make royalty payments based upon the number of pads or balls used in our packages. This license will expire in December 2010. We have also entered into other technology alliances by licensing package technologies, including:

• Wafer Bumping and Redistribution technology, which enables us to form and/or redistribute bumps on the chip to make a silicon die, is able to be directly attached to the substrate using the aforementioned bumps rather than wire bonding. This license does not have an expiration date.

• Wafer Level CSP technology, which enables us to produce a chip scale package at the stage of wafer level. This license does not have an expiration date.

• Packaging technology pertaining to flip-chips, which offer us a cost-effective solution for high performance ASIC and system-on-chip, or SoC, designs. We acquired this license in August 2001. This license will expire in January 2010.

Our ongoing royalty expenses to license intellectual property were immaterial compared to our revenues in any of 2006, 2007 and 2008.

We expect to continue to file patent applications where appropriate to protect our proprietary technologies. We may need to enforce our patents or other intellectual property rights or to defend ourselves against claimed infringement of the rights of others through litigation, which could result in substantial cost and diversion of our resources.

The semiconductor industry is characterized by frequent claims regarding patent and other intellectual property rights. If a third party were to bring a valid legal claim against us, we could be required to:

• discontinue the use of disputed process technologies;

• pay substantial damages;

• develop non-infringing technologies; or

• acquire licenses to the technologies that we had allegedly infringed.

Environmental Matters

The principal pollutants produced during semiconductor packaging are waste water and gases from the processes including solder plating, wafer grinding and die sawing. During these processes, waste water is produced when water is used for cooling and rinsing wafers while they are being sawed and ground or for rinsing semiconductor chips when lead-frames are being plated.

In addition, solid waste materials are produced during the packaging process including scraps such as metal lead-frame, printed-circuit-board-like substrate and excess molding resin.

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As for the newly developed bumping process, waste water is produced when water is used for rinsing wafers in the processes of etching and solder deposition. Gases come from the emissions of solvents that are used for cleansing wafers during the bumping process.

To mitigate environmental claims, we maintain pollution control facilities in good conditions at all of our factories. We have installed various types of pollution control equipment dedicated to different properties of pollutants for the best treatment of gaseous waste and waste water in our facilities. As part of our pollution control programs, we also subcontract certain waste disposal and recycling work to suppliers who are qualified by the Environmental Protection Administration. Furthermore, we also actively monitor any changes in the international environmental requirements in the electronic and semiconductor industries in order to respond quickly to such changes. We believe that we are in compliance with the existing environmental requirements of semiconductor industries and regulations in Taiwan in all respects.

We have consistently followed the environmental practice of reducing pollution from our manufacturing processes and continual performance improvement. Our environmental management meets and complies with R.O.C. and all international environmental requirements. We have implemented an international environmental management system since 1998 and we received the ISO-14001 certification in 1999. By continually improving our environmental performance over the years, we have moved from pollution control in production operations to source management, which focuses on prohibiting or restricting the use of environmentally hazardous substances in materials. We made this change to meet the growing consumer trend for green products. In March 2003, we passed Sony Corporation’s Green Partner qualification with a perfect score. In addition, in 2008 our hazardous substance process management system has received QC080000 certification, which is a new industrial management standard for the production of environmentally friendly products.

Insurance

Our insurance policies on buildings, equipment and inventories cover physical damages due to natural disasters, subject to certain exceptions in the policy. In Taiwan, our insurance coverage includes business interruption losses. We also maintain insurance policies on inland transit of inventories. Our insurance policies cover the risk of loss of the silicon wafers delivered to us while they are in our possession or consigned by our customers and/or during inland transportation.

Employees

See “Item 6. Directors, Senior Management and Employees — D. Employees” for certain information relating to our employees.

Capital Expenditures and Divestitures

Our capital expenditures amounted to NT$11,039 million, NT$12,151 million and NT$10,048 million (US$306.72 million) in 2006, 2007 and 2008, respectively. Our initial budget for capital expenditures for 2009 is approximately NT$4,000 million (US$122.10 million), which is funded from our retained earnings. We expect our capital expenditures in 2009 will primarily consist of purchasing equipment and improving our facilities. We may adjust the amount of our capital expenditures upward or downward based on the progress of our capital projects, market conditions and our anticipation of future business outlook. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

We have made, and expect to continue to make, capital expenditures in connection with the expansion of our production capacity. The table below sets forth our principal capital expenditures, paid or committed, for the periods indicated.

	Years Ended December 31,
	2006		2007		2008
	NT$		NT$		NT$		US$
Equipment purchases		9,094		10,420		8,587		262.1
Land and building construction and purchases		1,945		1,731		1,461		44.6

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Litigation

On March 1, 2006, we were informed of a lawsuit, or the California Litigation, brought by Tessera Inc., or Tessera, in the United States District Court for the Northern District of California against us, our subsidiary Siliconware U.S.A., Inc. and five other semiconductor companies and their subsidiaries. Tessera alleged that some of our packaging services infringe patents owned by Tessera and that we breached a license agreement with Tessera. In May 2007, the parties stipulated a stay pending a final determination of an investigation directed against other parties (including certain co-defendants in the California Litigation) conducted by the U.S. International Trade Commission, or the ITC, or the 605 Investigation. Pursuant to the stipulation, the court stayed the litigation. In the 605 Investigation, Tessera originally requested a Limited Exclusion order. Tessera has recently indicated that it is seeking a General Exclusion order, or other remedy possibly broader than a Limited Exclusion Order, which could adversely affect us or our customers.

In February 2007, we filed requests for reexamination of five patents with the U.S. Patent and Trademark Office, or the PTO, four of which being asserted by Tessera against us in the California Litigation. The PTO has issued office actions and actions closing prosecution that rejected all of the asserted patent claims on the grounds that each claim is invalid in view of certain prior art. Tessera is contesting these rejections and the PTO has not made a final decision.

On April 21, 2008, Tessera filed a complaint with ITC pursuant to §337 of the Tariff Act of 1930 against us, our subsidiary Siliconware U.S.A., Inc. and other semiconductor companies, alleging infringement of patents, all of which are being litigated in the California Litigation and reexamined by the PTO. The ITC instituted an investigation, or the 649 Investigation, on May 21, 2008. On February 10, 2009, the 649 Investigation was stayed pending a final determination of the 605 Investigation. On March 12, 2009, Tessera requested that the ITC terminate the 649 Investigation. As of May 15, 2009, neither the Administrative Law Judge nor the ITC has acted on Tessera’s request to terminate. We are vigorously defending against Tessera’s allegations.

Because litigation is inherently unpredictable, we are unable to predict the ultimate outcome of any dispute. See “Item 3. Key Information — D. Risk Factors — Risks Relating to Our Technologies — Disputes over intellectual property rights could be costly and could deprive us of technologies to stay competitive.

C. Organizational Structure

The following table sets forth certain information as of December 31, 2008 regarding certain companies in which we consolidated and the principal business of each such entity.

			Total Paid-in
			Capital of Such			Direct/Indirect
Company	Main Activities	Location	Entity			Equity Interest
			(in millions)
SPIL (B.V.I.) Holding Limited	Investment activities	British Virgin Islands	US$	88.4	(1)		100.0	%
Siliconware Investment Company Ltd.	Investment activities	Hsinchu, Taiwan	NT$	1,770.0	(2)		100.0	%
Siliconware U.S.A. Inc.	Communicating and maintaining relationships with companies headquartered in North America	San Jose, CA, USA	US$	1.3	(1)		100.0	%
SPIL (Cayman) Holding Limited	Investment activities	Cayman Islands	US$	90.2	(1)		100.0	%
Siliconware Technology (Suzhou) Limited	Assembly and testing services	Suzhou, Jiangsu, China	US$	90.0	(2)		100.0	%

(1)	Aggregate par value of all issued shares.
(2)	Contributed capital.

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The following table sets forth certain information regarding our investees as of December 31, 2008.

			Total Paid-in
			Capital of Such			Direct/Indirect
Company	Main Activities	Location	Entity			Equity Interest
			(in millions)
ChipMOS Technologies (Bermuda) Inc.	Investment activities	Hsinchu, Taiwan	US$	0.9	(1)		14.5	%
Double Win Enterprise Co., Ltd.	SMT process and hand insert	Taoyuan, Taiwan	NT$	280	(1)		24.1	%
Phoenix Precision Technology Corp.	Researching, developing, manufacturing and selling ball grid array substrate	Hsinchu, Taiwan	NT$	7,260	(1)		16.8	%
Hsieh Yong Capital Co., Ltd.	Investment activities	Taipei, Taiwan	NT$	7,630	(1)		7.6	%
Mega Mission Limited Partnership	Investment activities	Cayman Islands	US$	150	(2)		4.0	%

(1)	Aggregate par value of all issued shares.
(2)	Contributed capital.

D. Property, Plants and Equipment

We provide services through our Taiwan facilities in Taichung, Hsinchu and Changhua. Our subsidiary Siliconware Suzhou engages in assembling and testing service in the facility located Suzhou, China. The following table shows the location, size and wire bonding or testing capacity of each of the facilities and the property on which each facility is located as of December 31, 2008.

						Wire Bonding or
Facility	Location of Facility	Size of Facility		Size of Land(1)		Testing Capacity
	(square meters)	(square meters)
DF Facility I	Taichung, Taiwan		81,000		26,000	1,863 wire bonders
CS Facility II	Taichung, Taiwan		141,000		47,000	1,904 wire bonders and 169 testers
HS Facility III	Hsinchu, Taiwan		33,000		14,000	180 testers
CH Facility IV	Changhua, Taiwan		58,000		42,000	889 wire bonders
SZ Facility V	Suzhou, China		74,000		148,500	520 wire bonders and 32 testers

(1) We own all of our properties except otherwise noted.

Our principal executive offices are located at Facility I in Taichung, Taiwan. Our research and development activities are also located at this facility.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

Unless stated otherwise, the discussion and analysis of our financial condition and results of operations in this section apply to our financial information as prepared according to R.O.C. GAAP. You should read the following discussion of our financial condition and results of operations together with the financial statements and the notes to these statements included in this annual report. Our financial statements are prepared according to R.O.C. GAAP, which differ from US GAAP. For a discussion of the material differences, see note 33 to our financial statements included elsewhere in this annual report.

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A. Operating Results

Overview

We are one of the world’s leading independent providers of semiconductor packaging and testing services. We offer a complete portfolio of packaging and testing solutions, including advanced substrate packages such as flip-chip ball grid packages, together with lead-frame packages, and testing services for logic, mixed signal and embedded memory devices. We also offer our customers complete turnkey solutions, including packaging, testing and drop shipment service.

We recorded operating income of NT$12,243 million, NT$16,194 million and NT$8,944 million (US$273.0 million) in 2006, 2007 and 2008, respectively. Decreases in our operating income for 2008 compared to 2006 and 2007 were attributable to the reduction of our operating revenues and fluctuations in foreign exchange rates in 2008. In addition, the decrease of our gross margin for 2008 was primarily due to the increasing unit price of gold wire and the recording of expenses for employees’ bonuses, which resulted an increase in manufacturing unit cost.

Intense competition in the semiconductor industry worldwide resulted in decreases in the average selling prices of our manufacturing services. We expect that average selling prices for most of our semiconductor packages to continue to decline in the future. A decline in average selling prices of our semiconductor packages, coupled with high depreciation cost resulting from our purchase of additional equipment during the previous periods, if not offset by reductions in the other cost of producing those packages, would decrease our gross margins.

To counter the effects of decreasing average selling prices, we will continue to attempt to:

• negotiate better pricing terms with our suppliers, including quantity discounts;

• find alternative, less expensive sources of raw materials;

• maximize production efficiency of our employees; and

• engage in utility conservation programs.

We do not maintain reserves for cancellations or variations in customer orders.

General Factors Affecting Our Results of Operations

A general factor affecting our results of operations is the current global recession and credit crisis. Since the second half of 2008, the credit crisis and decline in macroeconomic conditions has been having a significant negative impact on businesses around the world. Many of our key markets and our targeted markets, including North America and Asia have entered a period of economic contraction or significantly slower economic growth. In particular, the current global economic crisis, weak consumer confidence, diminished consumer and business spending, and asset depreciation have contributed to a significant slowdown in the market demand for semiconductor-based products and other products that use our services, which has led to a decrease in demand for our services. As a result, our net operating revenues decreased by 5.7% from NT$66,177 million in 2007 to NT$62,403 million (US$1,905 million) in 2008 and our gross margin decreased as well. Although we cannot accurately predict when the current recession will end and its impact on our business, we believe our net operating revenues may continue to decline for at least a large part of 2009.

In addition, some of our customers have experienced difficulty in obtaining credit in the current economic environment, and even if they have been able to obtain credit, the cost of such financing has increased and/or the time necessary to arrange such financing has been substantially prolonged. This lack of and increase in the cost of financing could have a material adverse effect on the financial condition of our customers. A protracted disruption in the ability of our customers to access sources of liquidity could cause serious disruptions to or an overall deterioration in their businesses, which could lead to the inability or failure on their part to meet their payment obligations to us.

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Consolidation

For each of 2006, 2007 and 2008, we consolidated five subsidiaries: Siliconware Investment Company Ltd., SPIL (B.V.I.) Holding Limited, Siliconware U.S.A. Inc., SPIL (Cayman) Holding Limited and Siliconware Technology (Suzhou) Limited, each in which we own a 100% equity interest.

Upon adoption of the Order of the Financial Supervisory Commission, Executive Yuan No. 0930154140 in January 2005, we were required to prepare consolidated financial statements pursuant to R.O.C. SFAS No. 7 on a semiannual basis. However, the Commission released the Order No. 0960064020 in November 2007, which requires us to prepare consolidated financial statements on a quarterly basis commencing January 2008.

Disposal of ChipMOS Technologies Inc. with Subscription of ChipMOS Technologies (Bermuda) Ltd.

As of March 27, 2007, we owned a 28.8% equity interest in ChipMOS, a semiconductor packaging and testing and LCD driver and IC manufacturing company located in Hsinchu, Taiwan. We recognized investment income of NT$1,125 million for the years ended December 31, 2006 and NT$246 million for the period between January 1, 2007 and March 27, 2007 from ChipMOS’s financial results. In 2006 and 2007, our investment income under US GAAP from ChipMOS was NT$1,045 million and NT$253 million, respectively. APursuant to a Share Purchase and Subscription Agreement entered into among us, ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda and ChipMOS, on March 27, 2007, we sold, and ChipMOS Bermuda and ChipMOS purchased, all of the common shares of ChipMOS, at par value NT$10 per share, owned by us for a total cash consideration of US$191,147,464. In addition, we subscribed for 12,174,998 newly issued common shares of ChipMOS Bermuda, at par value US$0.01 per share, for an aggregate consideration of US$76,458,987, representing a purchase price of US$6.28 per common share of ChipMOS Bermuda. Upon the completion of the sale and purchase, we owned 14.7% of ChipMOS Bermuda. As of December 31, 2008, we held a 14.5% ownership in ChipMOS Bermuda.

Change in Mix of Services

Beginning in 2004, our substrate packages accounted for a majority of our net operating revenues in relation to our packaging business. Our lead-frame packages, which had been our major packaging technology since January 1998, still account for a substantial percentage of our net operating revenues.

The following table shows, for the periods indicated, the amount of our packaging by package types and testing revenues (which are more fully described in “Item 4. Information on the Company—B. Business Overview—Our Business”).

	Years Ended December 31,
	2006				2007				2008
	NT$		%		NT$		%		NT$		%
	(audited) (consolidated)
	(in millions, except percentages)
Substrate base packages		29,458		51.6		32,180		48.6		31,243		50.1
Lead-frame base packages		16,055		28.1		19,601		29.6		18,473		29.6
Other packages		3,800		6.7		5,795		8.8		4,064		6.5
Total packaging revenues		49,313		86.4		57,576		87.0		53,780		86.2
Testing and other revenues		7,813		13.6		8,601		13.0		8,623		13.8
Total net operating revenues		57,126		100.0		66,177		100.0		62,403		100.0

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Expansion and Utilization Rate

As we continue to expand our capacity in order to meet increasing demand from our customers, the number of our wire bonders and testers increased to 4,249 and 317, respectively, as of December 31, 2006, 5,080 and 360, respectively, as of December 31, 2007 and 5,176 and 381, respectively, as of December 31, 2008.

Our operating results are affected by relatively high fixed costs. As a result, capacity utilization rates can significantly affect margins as the unit cost of packaging and testing services generally decreases as fixed charges, including depreciation expenses on our equipment, are allocated over a larger number of units. Our utilization rates have varied from period to period as we have expanded our production capacity. We have been successful in minimizing the industry-wide fluctuation in capacity utilization rates by deploying flexible packaging equipment for use in the production of different packages and by utilizing our test equipment also for probing purposes. Our ability to maintain or enhance our margins will continue to depend in part on our ability to effectively manage capacity utilization rates. The capacity utilization of our facilities was 87%, 90% and 82 % in 2006, 2007 and 2008, respectively.

Applications of Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements included elsewhere in this annual report, which have been prepared in accordance with R.O.C. GAAP. R.O.C. GAAP vary in certain significant respects from US GAAP. These differences and their effects on our financial statements are described in note 33 to our audited consolidated financial statements included in this annual report. The preparation of our audited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, accounts receivable and allowance for doubtful accounts, inventory, marketable securities, deferred tax asset valuation allowance, employee bonuses, impairment of long-lived assets and equity investments, and goodwill impairment. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates using different assumptions or conditions.

We believe the following critical accounting policies involve significant judgments and estimates used in the preparation of our audited consolidated financial statements.

Revenue Recognition

We principally provide packaging and testing services of ICs, which may be packaging only, test only or turnkey solutions. Revenues are recognized when services have been provided based on transaction terms and when collectibility is reasonably assured. If turnkey services are negotiated in one contract, we recognize revenues based on the quoted prices when all of the revenue recognition criteria are met. The allowance for doubtful accounts is provided based on the estimated allowance to be incurred and is recorded as deduction of accounts receivable.

Accounts Receivable and Allowances for Doubtful Accounts

We record accounts receivable expected to be collected over one year at present value by using predetermined interest rate whereas those expected to be collected within one year are not reported at present value due to the fact that the difference between the maturity value and the fair value discounted by implicit interest rate is immaterial and the frequency of transactions is high. The allowance for doubtful accounts is estimated based on the evaluation of collectibility and aging analysis.

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Inventory Reserves

In general, raw materials are purchased based on the customers’ forecasted demand. If our customers change their forecasted requirements and we are unable to cancel our excess raw material orders, we would experience a build up in our raw material inventory. We could either seek to recover the cost of the materials from our customers or utilize the inventory in production. However, we may not be successful in recovering the cost from our customers or in using such excess inventory in production, which we would consider as part of our reserve estimate. Our reserve for excess and obsolete inventory is based on forecasted demand we receive from our customers. When a determination is made that the inventory would not be utilized in production, it is written off and disposed of. Actual demand may differ from our forecast and may result in additional reserve.

Inventories are recorded at cost when acquired under a perpetual inventory system and are stated at the lower of their aggregate cost, determined by the weighted-average method and total inventory approach, or market value as of the balance sheet date. The market values of raw materials and supplies are determined on the basis of their replacement cost, while the market values of finished goods and work in progress are determined on the basis of net realizable value. The allowance for loss on obsolescence and decline in market value is recorded based on inventory aging and obsolescence, when necessary.

Impairment of Long-Lived Assets

We review long-live assets for the purpose of determining the amount of impairment quarterly under R.O.C. GAAP. We perform impairment test whenever an event occurs or evidence indicates that the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is measured as the higher of the net selling price or value in use. The net selling price is the amount obtainable from the sale of an asset in an arm’s-length transaction after deducting any direct incremental disposal costs. The value in use is the present value of estimated future cash flows expected to arise in its remained useful life.

An impairment loss recognized in prior years is reversed if such impairment loss caused by a specific external event of an exceptional nature is not expected to recur. However, the restored amount is limited to the amount of impairment loss previously recognized. Impairment loss for goodwill cannot be reversed.

In 2006, 2007 and 2008, we recognized an impairment charge of NT$28 million, NT$49 million and NT$43 million (US$1.32 million), respectively, for packaging and testing assets to be disposed of to reduce the carrying value of the assets to their estimated fair value less cost of sale. The fair value of the assets to be disposed of was determined by the estimated net realizable value of the assets. We determined the estimated net realizable value of these assets based on the condition and anticipated future cash flows of these assets. The impairment charge was mainly related to our decision to dispose certain machinery and equipment due to technology phase out and replacement in 2006, 2007 and 2008.

Impairment of Equity Investments

We evaluate quarterly our equity investments for impairment due to declines in the market value that are considered other than temporary under R.O.C. GAAP. Such evaluations include an assessment of general economic and company-specific considerations, such as customer forecasts and regularly updated projections of operating results. In the event of a determination that a decline in market value is other than temporary, loss is recognized in the current year’s income. The evaluation of whether a decline in market value is other than temporary requires considerable management judgment. For an investee who resolves to liquidate or dissolve, a one-time write-off would be recorded to the extent that the estimated proceeds would be obtained and the amount of investment balance would not be recovered.

Provision for Income Taxes and Deferred Tax Asset Valuation Allowances

As of December 31, 2008, we had approximately NT$2,487 million (US$75.9 million) of net deferred income tax assets related principally to investment tax credits that expire at various dates through 2012, the unrealized loss on idle assets and loss carryforwards. Valuation allowance was provided to reduce the deferred income tax assets to the amount that we believe is more likely than not to be realized. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowances. In the event we determined that we would be able to realize our deferred income tax assets in the future in excess of our net recorded amount, an adjustment to our deferred income tax assets would increase income in the period such determination was made. Similarly, should we determine that we would not be able to realize all or part of our net deferred income tax assets in the future, an adjustment of our deferred tax assets would be charged to income in the period such determination was made.

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Employee Bonuses

Some of our employees are entitled to bonuses in accordance with applicable provisions of our articles of incorporation. Employee bonuses are determined at 10% of distributable retained earnings. Distributable retained earnings are calculated as retained earnings after various reserves are made in accordance with R.O.C. law and our articles of incorporation and after appropriation for remuneration to directors are made. Employee bonuses may be granted in cash, shares or a combination of both. Under R.O.C. GAAP, prior to January 1, 2008, such bonuses are appropriated from retained earnings during the accounting period during which such shareholders’ approval is obtained. If such employee bonuses are settled through the issuance of our shares, the amount charged against retained earnings would be based on the par value of the common shares issued. Effective January 1, 2008, pursuant to R.O.C. EITF 96-052, a company should no longer treat such bonuses as a reduction of retained earnings but record it as an expense and related liability when a company has legal obligations and could reasonably estimate such amount, which is similar to the requirements of US GAAP.

Under US GAAP, the employee bonus expense is initially accrued at the end of the period when services are rendered, at 10% of the distributable retained earnings. When bonuses are approved by the shareholders in the subsequent year, an additional compensation expense is recorded for the difference between the par value and the fair market value of shares granted to employees.

Goodwill

Goodwill arising from business combination is recognized under US GAAP as the difference between the fair market value of shares issued and the fair market value of net assets acquired. Effective January 1, 2002, SFAS No. 142 requires that we cease amortization of goodwill and perform an impairment review, at the “reporting unit” level, upon adoption and at least annually thereafter. Since we operate on an integrated basis, we have only one reporting unit. Based on the comparison of the fair value and carrying value of our company, we concluded that goodwill was not impaired as of the adoption of SFAS No. 142 and as of December 31, 2008.

Embedded Derivatives

Under US GAAP, the convertible or exchangeable option embedded in investments in convertible bonds or exchangeable bonds is separated from the host and accounted for as though it was a discrete derivative instrument when the embedded derivative meets the definition of a derivative instrument under SFAS No. 133 and are not clearly and closely related to the economic characteristics and risks of the host contract. The derivative instrument is measured at fair value, with changes in the fair value reported in earnings.

Under R.O.C. GAAP, when an issuer issues convertible bonds, the entire instrument is recorded as a liability at an amount equal to the proceeds received. Any discount or premium to the par value of the convertible bond is amortized in the statement of operations by using the effective interest rate method. If the convertible bonds contain a redemption premium above their par value amount, the excess is accrued, using the effective interest rate method, over the period to redemption as a charge to interest expense. Upon conversion, the carrying value of the bond is credited to common stock at its par value and the difference between the carrying value of the bond and the par value of the stock is recorded to additional paid-in capital. No gain or loss is recognized.

Under US GAAP, in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”, the conversion feature embedded in a bond does not have to be separately accounted for as a derivative at fair value, if the feature is indexed only to the issuer’s own stock and would otherwise be classified in stockholders’ equity in the issuer’s statement of financial position, or the Scope Exception.

As of December 31, 2006, 2007 and 2008, the total amount of net loss recognized from applying derivative accounting amounting to NT$2,987 million, NT$1,181 million and nil, respectively, based on the independent appraisal report.

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Description of Revenue and Cost Items

Net Operating Revenues

We generate our net operating revenues primarily from semiconductor packaging and testing operations. Net operating revenues from our semiconductor packaging activities consist of our service fees and the cost of raw materials we purchase to provide semiconductor packaging services. Our net operating revenues do not include the cost of semiconductors, which are our customers’ property.

We price our packaging services on a per unit basis taking into account the complexity of the services to be provided, the prevailing market conditions, the order size, the strength and history of our relationship with the customer and our capacity utilization.

We charge our testing services based on the specific test and the time, usually measured in seconds, to run a test, taking into account the complexity of the semiconductor device and the customer’s test program.

Net operating revenues are recognized when services are rendered and the collection is realized or realizable. Our customers are generally invoiced at the time when services are rendered, with varying terms of credit between 30 and 90 days from the time of billing.

Cost of Goods Sold

Our cost of goods sold consists principally of:

• cost of raw materials purchased for semiconductor packaging services;

• direct labor costs; and

• overhead including depreciation and maintenance of production equipment, indirect labor costs, indirect material costs, utilities and royalties.

For 2006, 2007 and 2008, our raw material costs were 56.2%, 57.1% and 54.9%, respectively, of our cost of goods sold. Due to our capacity expansion, depreciation expense has increased significantly. For 2006, 2007 and 2008, depreciation, included in overhead, amounted to NT$6,348 million, NT$7,371 million and NT$8,632 million (US$263.5 million), respectively, and was approximately 15.1%, 15.8%, and 17.5% respectively, of our cost of goods sold. The increases in depreciation expenses in 2006, 2007 and 2008 were the result of putting into operation additional 310, 1,050 and 243 wire bonders during 2006, 2007 and 2008, respectively. Increasing depreciation expense increases our cost of goods sold and decreases our gross profit and gross margin. Although we may not expand our packaging capacity as aggressively as we did before the recent downturn in the semiconductor industry, we expect our depreciation costs to increase in absolute terms in the future.

Operating Expenses

Our operating expenses consist of the following:

• Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of salaries and related personnel expenses, other marketing expenses, fees for professional services, and the cost of computers to support our operations.

• Research and Development Expenses. Research and development expenses consist primarily of salaries, bonuses and related costs for technology development, technology license fees allocated to research and development, and depreciation on and maintenance of equipment and various materials used in our research and development processes. We expect our research and development expenses to grow as we hire additional staff and purchase additional equipment for research and development purposes.

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Results of Operations

The following table shows some of our results of operations data as a percentage of our net operating revenues for the periods indicated.

	Years Ended December 31,
	2006			2007			2008
	%			%			%
	(audited) (consolidated)
Net operating revenues		100.0			100.0			100.0
Cost of goods sold		73.3			70.7			79.3
Gross profit		26.7			29.3			20.7
Operating expenses:
Selling expenses		1.3			0.7			1.5
General and administrative expenses		1.8			2.2			2.7
Research and development expenses		2.1			1.9			2.2
Operating expenses		5.2			4.8			6.4
Operating income		21.5			24.5			14.3
Investment income		2.0			0.4			—
Net non-operating income (loss)		1.5			4.8			(3.9	)
Income before income tax and minority interest		25.0			29.7			10.4
Income tax expense		(1.7	)		(3.3	)		(0.3	)
Income from continuing operations		23.3			26.4			10.1
Cumulative effects of changes in accounting principle		—			—			—
Net income		23.3			26.4			10.1

The Year ended December 31, 2008 Compared to the Year Ended December 31, 2007

Net operating revenues. Net operating revenues decreased by 5.7% from NT$66,177 million in 2007 to NT$62,403 million (US$1,904.9 million) in 2008. Net operating revenues from our packaging business decreased by 6.6% from 2007 to 2008. Such decrease was primarily due to the impact from the global financial crisis, where the tightening of commercial spending and of capital and credit availability and declining consumer confidence has resulted in reduction in demand and a general industry downturn.

Substrate base package sales decreased by 2.9% from NT$32,180 million in 2007 to NT$31,243 million (US$953.7 million) in 2008. The deteriorating worldwide economic conditions lead to an overall decrease in demand, which resulted in decline in revenues for all packages. In 2008, substrate base package accounted for 50.1% of our net operating revenues, up from 48.60% in 2007.

Lead-frame base package sales decreased by 5.8% from NT$19,601 million in 2007 to NT$18,473 million (US$563.9 million) in 2008. The decrease in lead-frame base package sales was attributable to the decline in demand due to the global financial crisis. In 2008, lead-frame base package accounted for 29.60% of our net operating revenues, the same as the percentage in 2007.

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Gross profit and gross margin. Our gross profit decreased by 33.3% from NT$19,418 million in 2007 to NT$12,947million (US$395.2 million) in 2008. Our gross margin (gross profit as a percentage of net operating revenues) decreased from 29.3% in 2007 to 20.7% in 2008. Our cost of goods sold increased by 5.8% from NT$46,759 million in 2007 to NT$49,456 million (US$1,509.6 million) in 2008. Our sales revenue decreases by 5.7% in 2008 compared to the one in 2007 because of a reduction of our product sales price and fluctuations in foreign exchange rates in 2008. In addition, the decrease of our gross margin for 2008 was primarily due to the increasing price of gold wire and the recording of expenses for employees’ bonuses, which resulted in an increase of manufacturing unit cost.

• Operating expenses. Operating expenses increased by 24.2% from NT$3,224 million in 2007 to NT$4,003 million (US$122.2 million) in 2008. Operating expenses as a percentage of net operating revenues was 4.8% and 6.4% in 2007 and 2008, respectively.

• Selling expenses. Selling expenses increased by NT$448 million between these two years mainly due to the increase in bad debt of NT$262 million and an increase in employees’ bonuses.

• General and administrative expenses. General and administrative expenses increased by NT$236 million between these two years mainly due to the increase in employees’ bonuses and the increase in directors’ and supervisors’ remuneration of NT$57 million.

• Research and development expenses. Research and development expenses increased by NT$95 million between these two years mainly due to increases in salary expenses and employees’ bonuses.

Operating income and operating margin. We recorded an operating income of NT$16,194 million and an operating margin of 24.5% (operating income as a percentage of net operating revenues) in 2007 and generated operating income of NT$8,944 million (US$273.0 million) and operating margin of 14.3% in 2008. The decrease in operating margin was primarily due to a decrease in gross margin from 29.3% in 2007 to 20.7% in 2008.

Net non-operating (loss) income. Our net non-operating income decreased from NT$3,434 million in 2007 to NT$(2,420) million (US$-73.9 million) in 2008. The decrease in net non-operating income was primarily due to an increase in impairment loss of NT$3,031 million (US$92.5 million) and decrease in gain on disposal of investments of NT$2,323 million (US$70.9 million).

Income tax expense. We recognized an income tax expense of NT$2,139 million in 2007 primarily due to a large increase in income before tax. We recognized an income tax expense of NT$211 million (US$6.4 million) in 2008 primarily due to a large decrease in income before tax. A valuation allowance has been provided against the deferred tax assets to the extent that the tax benefit will more likely than not be realized.

Net income. As a result of the factors discussed above, our net income decreased from NT$17,489 million in 2007 to NT$6,314 million (US$192.7 million) in 2008.

The Year Ended December 31, 2007 Compared to the Year Ended December 31, 2006

Net operating revenues. Net operating revenues increased by 15.8% from NT$57,126 million in 2006 to NT$66,177 million in 2007. Net operating revenues from our packaging business increased by 16.8% from 2006 to 2007, whereas net operating revenues from our testing and other services increased by 10.1% in the same periods. These increases were primarily due to the general growth in the semiconductor industry and the increase in demand for personal computers, mobile phones, wireless networks, LCD TV and flash memory card.

Substrate base package sales increased by 9.2% from NT$29,458 million in 2006 to NT$32,180 million in 2007. The increase in substrate base package sales was attributable to an increase in sales of higher-end assembly and wafer level packaging services. In 2007, substrate base package accounted for 48.6% of our net operating revenues, down from 51.6% in 2006.

Lead-frame base package sales increased by 22.1% from NT$16,055 million in 2006 to NT$19,601 million in 2007. The increase in lead-frame base package sales was attributable to an increase in unit sales of lead-frame base package, which increased by 36.7% from 1,911.6 million units in 2006 to 2,613.4 million units in 2007. In 2007, lead-frame base package accounted for 29.6% of our net operating revenues, up from 28.1% in 2006.

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Gross profit and gross margin. Our gross profit increased by 27.5% from NT$15,232 million in 2006 to NT$19,418 million in 2007. Our gross margin (gross profit as a percentage of net operating revenues) increased from 26.7% in 2006 to 29.3% in 2007. Our cost of goods sold increased by 11.6% from NT$41,894 million in 2006 to NT$46,759 million in 2007, primarily due to a significant increase in package and testing services. The increases in gross profit and gross margin were primarily due to the effective control of unit fixed cost and higher equipment utilization as a result of a significant increase in net operating income from assembling and testing services.

Operating expenses. Operating expenses increased by 7.9% from NT$2,989 million in 2006 to NT$3,224 million in 2007. Operating expenses as a percentage of net operating revenues was 5.2% and 4.8% in 2006 and 2007, respectively.

• Selling expenses. Selling expenses decreased by NT$222 million between these two years due to decreases in related fixed expenditure.

• General and Administrative Expenses. General and administrative expenses increased by NT$363 million between these two years mainly due to increases in salary expenses and legal fees.

• Research and development expenses. Research and development expenses increased by NT$94 million between these two years mainly due to increases in costs for developing new technologies and depreciation expenses.

Operating income and operating margin. We recorded an operating income of NT$12,243 million and an operating margin of 21.5% (operating income as a percentage of net operating revenues) in 2006 and generated operating income of NT$16,194 million and operating margin of 24.5% in 2007. The increase in operating margin was primarily due to an increase in gross margin.

Net non-operating income. Our net non-operating income increased from NT$2,035 million in 2006 to NT$3,434 million in 2007. The increase in net non-operating income was primarily due to an increase in gain on disposal of investments of NT$2,240 million, partially offset by a decrease of investment income recognized under the equity method of NT$907 million.

Income tax (expense) benefit. We recognized an income tax expense of NT$949 million in 2006 primarily due to the significant increase of income from continuing operations before tax and the decrease in valuation allowance for deferred tax assets. We recognized an income tax expense of NT$2,139 million in 2007 primarily due to a large increase in income before tax. A valuation allowance has been provided against the deferred tax assets to the extent that the tax benefit will more likely than not be realized.

Net income. As a result of the factors discussed above, our net income increased from NT$13,329 million in 2006 to NT$17,489 million in 2007.

B. Liquidity and Capital Resources

We need cash primarily for capacity expansion, equipment purchases and working capital. We believe that our working capital is sufficient for our present requirements. Although we have historically been able to satisfy our working capital needs from cash flow from operations, our ability to expand our capacity has been largely dependent upon, and will continue to depend upon, our ability to finance these activities through the issuance of equity securities, long-term borrowings and the issuance of convertible and other debt securities. Our ability to meet our working capital needs from cash flow from operations will be affected by the demand for our manufacturing services, which in turn may be affected by several factors, many of which are outside of our control, such as economic downturns and declines in the average selling prices of our manufacturing services caused by oversupply in the market. To the extent that we do not generate sufficient cash flow from our operations to meet our cash requirements, we may rely on external borrowings and securities offerings. We have not historically relied, and we do not plan to rely in the foreseeable future, on off-balance sheet financing arrangements to finance our operations or expansion.

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Liquidity

As of December 31, 2008, our primary source of liquidity was NT$18,841 million (US$575.1 million) of cash and cash equivalents. As of December 31, 2008, we had total availability under existing short-term lines of credit of NT$7,433.6 million (US$226.9 million) available from seven domestic and foreign financial institutions, of which NT$243.4 million (US$7.4 million) were used as letters of credit and guarantees. All of our short-term facilities are revolving facilities with a term of one year, which may be extended for terms of one year each with lender’s consent. As of December 31, 2008, we had short-term borrowing NT$655 million (US$20.0 million) outstanding under these short-term facilities.

The following table sets forth our cash flows with respect to operating activities, investing activities, financing activities and the effect of exchange rate changes on cash for the periods indicated.

	Years Ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
	(in millions)
Net cash provided by operating activities		20,250			24,423			21,605			659.5
Net cash used in investing activities		(11,827	)		(5,395	)		(10,555	)		(322.2	)
Net cash used in financing activities		(6,040	)		(11,157	)		(14,927	)		(455.7	)
Effect of exchange rate changes on cash		8			22			94			2.9
Net increase (decrease) in cash and cash equivalents		2,391			7,893			(3,783	)		(115.5	)

Net Cash Provided by Operating Activities

In 2008, net cash provided by operations was NT$21,605 million (US$659.5 million) compared to NT$24,423 million in 2007. The decrease in net cash provided by operating activities was primarily the result of a significant decrease in net income. Our changes in accounts receivable increased from a negative NT$2,042 million in 2007 to a NT$3,611 million (US$110.2 million) in 2008, and our changes in accounts payable decreased from NT$2,304 million in 2007 to a negative NT$1,618 million (US$49.4 million) in 2008. Our depreciation and amortization expenses increased from NT$8,169 million in 2007 to NT$9,432 million (US$287.9 million) in 2008. The increase in our depreciation and amortization expenses in 2008 compared to 2007 was due to additional equipment installed in connection with our capacity expansion program.

In 2007, net cash provided by operations was NT$24,423 million compared to NT$20,250 million in 2006. The increase in net cash provided by operating activities was primarily the result of a significant increase in net income. Our changes in accounts receivable decreased from NT$336 million in 2006 to a negative NT$2,042 million in 2007, and our changes in accounts payable increased from a negative NT$1,010 million in 2006 to NT$2,304 in 2007. Our depreciation and amortization expenses increased from NT$7,294 million in 2006 to NT$8,169 million in 2007. The increase in our depreciation and amortization expenses in 2007 compared to 2006 was due to additional equipment installed in connection with our capacity expansion program.

Net Cash Used in Investing Activities

In 2008, cash used in investing activities was NT$10,555 million (US$322.2 million) compared to NT$5,395 million in 2007. The increase in net cash used in investing activities was primarily the result of a significant decrease in proceeds from disposal of long-term investments in the amount of NT$ 0 million (US$0 million) in 2008 compared to NT$9,564 million in 2007. Net cash used in investing activities primarily reflected capital expenditures for property, plants and equipment. These capital expenditures were primarily funded with net cash provided by operating and financing activities. We are at times required to prepay our purchases of land and equipment. As of December 31, 2007 and 2008, we did not have any outstanding balance of any prepayments for purchases of land. Prepayments for purchases of equipment result from contractual agreements involving down payments to suppliers when we place an order for the equipment. As of December 31, 2007 and 2008, outstanding balances of prepayments for purchases of equipment amounted to NT$2,211 million and NT$651 million (US$19.9 million), respectively. We have entered into agreements with third parties in connection with our expansion plans. We do not have any written options on non-financial assets.

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In 2007, cash used in investing activities was NT$5,395 million compared to NT$11,827 million in 2006. The decrease in net cash used in investing activities was primarily the result of a significant increase in proceeds from disposal of long-term investments in the amount of NT$9,564 million in 2007 compared to NT$91 million in 2006. Net cash used in investing activities primarily reflected capital expenditures for property, plants and equipment. These capital expenditures were primarily funded with net cash provided by operating and financing activities. We are at times required to prepay our purchases of land and equipment. As of December 31, 2006 and 2007, we did not have any outstanding balance of any prepayments for purchases of land. Prepayments for purchases of equipment result from contractual agreements involving down payments to suppliers when we place an order for the equipment. As of December 31, 2006 and 2007, outstanding balances of prepayments for purchases of equipment amounted to NT$1,845 million and NT$2,211 million, respectively. We have entered into agreements with third parties in connection with our expansion plans. We do not have any written options on non-financial assets.

Net Cash Used in Financing Activities

Net cash used in financing activities was NT$11,157 million and NT$14,927 million (US$455.6 million) in 2007 and 2008, respectively. In 2007, net cash used by financing activities reflected primarily our payment of stockholders’ dividends and employees’ bonuses of NT$10,678 million and our repayment of long-term borrowings of NT$111 million. In 2008, net cash used in financing activities reflected primarily our payment of stockholders’ dividends and employees’ bonuses of NT$14,775 million (US$451.0 million) in aggregate.

Net cash used in financing activities was NT$6,040 million and NT$11,157 million in 2006 and 2007, respectively. In 2006, net cash used by financing activities reflected primarily our payment of stockholders’ dividends and employees’ bonuses of NT$4,579 million and our repayment of long-term borrowings of NT$5,132 million offset by the proceeds from long-term borrowings of NT$3,086 million. In 2007, net cash used in financing activities reflected primarily our payment of stockholders’ dividends and employees’ bonuses of NT$10,678 million in aggregate.

Capital Resources

We have made, and expected to continue to make, substantial capital expenditures in connection with the expansion of our equipment purchases and building improvements in Taichung, Hsinchu, Changhua and Suzhou. See “Item 4. Information on the Company—B. Business Overview—Capital Expenditures and Divestitures.” Our initial budget for capital expenditures for 2009 is approximately NT$4,000 million (US$122.10 million), which is funded from our retained earnings. We expect that our capital expenditures in 2009 will primarily consist of purchasing equipment and improving our facilities. We may adjust the amount of our capital expenditures upward or downward based on the progress of our capital projects, market conditions and our anticipation of future business outlook. As a result, we may need to invest in new capacity to improve our economies of scale and reduce our production cost, which would require us to raise additional capital. We cannot assure you that we will be able to raise additional capital should it become necessary on terms acceptable to us or at all. As of December 31, 2008, we had outstanding long-term borrowings of NT$3,000 million (US$91.6 million) owed to foreign and domestic financial institutions. The interest rates of these long-term borrowings dollars are at a fixed rate, which was 2.093% per year as of December 31, 2008. We did not pledge any of our assets as of December 31, 2008.

Our credit facilities for long-term borrowings include certain provisions that would trigger a requirement for early payment. Under the terms of our credit facilities for long-term borrowings, we are also required to comply with financial covenants, including current ratio and debt-equity ratio and other technical requirements. Our debt under these facilities may be accelerated if there is a default, including defaults triggered by failure to comply with these financial covenants and other technical requirements. As of December 31, 2008, we complied with all financial covenants of existing facilities. We entered into a multiple-purpose credit facility led by Mega Bank in May 2006 in the aggregate principal amount of NT$7.0 billion for the purposes of (i) refinancing certain of our long-term indebtedness and (ii) funding our capital expenditure. This facility is a mid-term credit facility expiring in May 2011. As of December 31, 2008, we had drawn NT$3,000 million (US$91.6 million) from this credit facility to refinance our then exiting indebtedness.

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Transactions with Related Parties

We have not extended any loans or credit to any of our directors, supervisors or executive officers, and we have not provided guarantees for borrowings by any of these persons. We have not entered into any fee-paying contract with any of these persons to provide services not within the capacity of director, supervisor or executive officer of our company.

We have, from time to time, purchased raw materials and sold our manufacturing services to our affiliated companies. We believe that these transactions with related parties have been conducted either on arm’s-length terms or on terms more favorable to us than arm’s-length terms. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.”

Inflation/Deflation

The inflation rate in Taiwan was 0.6% in 2006, 1.8% in 2007 and 3.52% in 2008. We do not believe that inflation in Taiwan has had a material impact on our results of operations.

Taxation

The corporate income tax rate in Taiwan which applies to us is 25%. Based on our status as a company engaged in the semiconductor packaging business in Taiwan, we have been granted exemptions from income taxes in Taiwan because we used the proceeds raised through the offering of American depository receipts and capitalization of earning for the purpose of purchasing equipment. As permitted by Taiwan tax regulation, we can use these exemptions for five years from the date when we begin to generate income from the use of this equipment. As a result, we began to use these exemptions in 2004. These tax exemptions resulted in tax savings of approximately NT$1,020 million, NT$1,184 million and NT$826 million (US$25.2 million) in 2006, 2007 and 2008, respectively. We also benefit from other tax incentives generally available to technology companies, including tax credits ranging from 30% to 50% for research and development and employee training expenses and tax credits ranging from 7% to 11% for investment in automation equipment and technology and certain qualifying investments. Historically, these tax incentives have resulted in decreases of income tax payable by approximately NT$1,050 million, NT$1,475 million and NT$858 million (US$26 million) in 2006, 2007 and 2008, respectively. In 2006, 2007 and 2008, our effective income tax rates were 12.26%, 12.87% and 12.50%, respectively.

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109,” or FIN 48, effective for fiscal years ending on December 15, 2006 and thereafter, which requires the recognition of the impact of a tax position in our financial statements if that position is more likely than not of being sustained on audit. Two-step process is required for the evaluation. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step is to determine the amount of benefit to recognize in the financial statements if the more-likely-than-not recognition threshold is met. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. We adopted the provisions of FIN 48 in January 2007 and performed our evaluation pursuant to the interpretation.

US GAAP Reconciliation

Our financial statements have been prepared in accordance with R.O.C. GAAP, which differs in certain significant respects from US GAAP. The US GAAP information in note 33 to the consolidated financial statements summarize the principal differences between the amounts determined in accordance with our accounting policy, which is based on R.O.C. GAAP, and determined in accordance with US GAAP together with reconciliation of net income and shareholders’ equity from a R.O.C. GAAP basis to a US GAAP basis. The following table shows a comparison of our net income and stockholders’ equity according to R.O.C. GAAP and US GAAP for the periods indicated.

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Reconciliation of Consolidated Net Income

	For the Years Ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
	(in millions)
Net income as reported under ROC GAAP		13,329			17,489			6,314			192.7
US GAAP adjustments:
Compensated absences		(13	)		(13	)		(2	)		(0.1	)
Compensation		(1,909	)		(3,635	)		(1,582	)		(48.3	)
Employee stock option		(27	)		(2	)		—			—
Impairment on long-term investments		29			—			(280	)		(8.5	)
Embedded derivative		(2,987	)		(1,181	)		—			—
Defined benefit pension plan-net periodic pension cost		—			7			1			—
Equity investments:
Net income variance between US GAAP and ROC GAAP		9			7			—			—
Gain on disposal of long-term investments		—			403			—			—
Total US GAAP adjustments		(4,898	)		(4,414	)		(1,863	)		(56.9	)
Taxation effect		(18	)		24			(56	)		(1.7	)
Net income under US GAAP		8,413			13,099			4,393			134.1

Reconciliation of Consolidated Shareholders’ Equity

The following are the most significant differences between R.O.C. GAAP and US GAAP as they relate to our net income and shareholders’ equity. For other GAAP differences, please refer to note 33 to our consolidated financial statements included elsewhere in this annual report.

	For the Years Ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
	(in millions)
Total shareholders’ equity as reported under ROC GAAP		62,936			68,908			59,314			1,810.5
US GAAP adjustments:
Compensated absences		(43	)		(56	)		(58	)		(1.8	)
Compensation		(1,294	)		(1,729	)		—			—
Impairment on long-term investments		(171	)		—			—			—
Embedded derivative		(1,186	)		—			—			—
Defined benefit pension plan		(210	)		(317	)		(172	)		(5.3	)
Equity investments:
Net income variance between US GAAP and ROC GAAP		186			—			—			—
Technology and know-how contributed to a joint venture investee		(210	)		—			—			—
Adjustment for variances between net income and shareholders’ equity		(15	)		—			—			—
Acquisition of Siliconware Corporation		4,874			4,874			4,874			148.8
Taxation effect		(8	)		16			(40	)		(1.2	)
Shareholders’ equity under US GAAP		64,859			71,696			63,917			1,951.1

The following are the most significant differences between R.O.C. GAAP and US GAAP as they relate to our net income and shareholders’ equity. For other GAAP differences, please refer to note 33 to our consolidated financial statements included elsewhere in this annual report.

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Employee Bonuses

Certain employees of our company are entitled to bonuses in accordance with applicable provisions of our articles of incorporation. Employee bonuses are determined at 10% of distributable retained earnings. Distributable retained earnings are calculated as retained earnings after various reserves in accordance with R.O.C. regulations and our articles of incorporation and after appropriation for remuneration to directors. Employee bonuses may be granted in cash, shares or a combination of both. Before January 1, 2008, under R.O.C. GAAP, such bonuses are appropriated from retained earnings in the accounting period during which such shareholders’ approval is obtained If such employee bonuses are in the form of our shares, the amount charged against retained earnings is based on the par value of the shares issued. Under US GAAP, any employee bonus expense is initially accrued at the end of the period when services are rendered, at 10% of the distributable retained earnings. When bonuses are approved by the shareholders in the subsequent year, an additional compensation expense is recorded for the difference between the par value and the fair market value of shares granted to employees. The difference between US GAAP and R.O.C. GAAP in this area would result in adjustments to net income and shareholders’ equity as shown in the above schedules. In addition to the adjustments to net income and shareholders’ equity as shown in the above schedules, application of US GAAP on employee bonuses would also result in a reclassification from retained earnings to additional paid-in capital.

Effective January 1, 2008, pursuant to R.O.C. EITF 96-052 “ Accounting for Employees’ Bonuses and Directors’ and Supervisors’ Remuneration” as prescribed by the Accounting Research and Development Foundation, R.O.C., dated March 16, 2007, we no longer treat employee bonuses as a reduction of retained earnings, but as an cost/expense and related liability when we have legal obligations and could reasonably estimate such amount.

Employee Stock Option

Prior to January 1, 2006, US GAAP allowed us to use the intrinsic value prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” or APB 25, for measurement of stock-based compensation expense with pro-forma disclosure of net income (loss) and earnings (loss) per share, as if the fair-value method of accounting defined in SFAS No. 123 “Accounting for Stock-Based Compensation,” or SFAS 123, were used. Under the fair-value method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Effective January 1, 2006, however, we adopted SFAS No. 123(R) (Revised 2004), “Share-Based Payment” which eliminated the alternative to use Opinion 25’s intrinsic value method and required the use of the fair value method with forfeitures estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. In addition, the exercise price of our stock options is subject to change due to the distribution of stock dividends. We were required to measure the effects of the modification and record incremental compensation cost, if any. For the year ended December 31, 2007 and 2008, we recorded share-based compensation expenses of NT$2 million and nil, respectively.

For computing the fair value of options granted, we use the Black-Scholes option-pricing model with input assumptions of expected volatility, expected life, expected dividend rate and expected risk-free rate of return. We apply the historical volatility based on the historical stock price volatility over the historical time period commensurate with the expected term of the employee stock options, which is based on our contractual term. We estimate dividend yield based on historical experience. In addition, we use the yield of Taiwan Government Bonds with a contract term equal to the expected term of the stock options as our risk-free interest rate pursuant to SFAS No. 123 (R), which requires entities based in jurisdiction outside the United States to use the implied yield of zero coupon government bonds currently available in the market where the shares are primarily traded when estimating the risk-free interest rate.

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Equity Investments

Our proportionate share of the income (loss) from an equity investee may differ if the equity investee’s net income (loss) under R.O.C. GAAP differs from US GAAP. Any difference would be recognized if and when we sell the equity investment.

Our proportionate share of the income or loss from an equity investee may differ from our share in the investee’s equity. Under both R.O.C. GAAP and US GAAP, we are required to adjust our investment in correspondence to our pro rata share of the investee’s equity. Under R.O.C. GAAP, adjustments may include, but are not limited to, cumulative translation and unrecognized pension cost. For reconciliation to US GAAP, additional adjustments are made for the variances exclusively resulting from US GAAP, such as defined benefit pension plan pursuant to SFAS No. 158.

Under a joint venture agreement with Mosel Vitelic Inc., we contributed cash as well as technological know-how in exchange for an equity interest in ChipMOS. Under R.O.C. GAAP, we recognized as initial cost of investment for cash and the value of know-how contributed. Under US GAAP, the technological know-how transfer is not valued and not recognized as cost of investment.

Defined Benefit Pension Plan

Net periodic pension cost under US GAAP may differ from the one under R.O.C. GAAP due to differences in, but not limited to, service cost, interest cost, expected return on assets and the amortization in net gain (loss). Reconciliation the difference between US GAAP and R.O.C. GAAP is required before reaching US GAAP funding status.

Under R.O.C. GAAP, pension liability is accrued without reflecting the funded status and additional minimum liability is used when the fair value of pension assets is less than the amount of accumulated benefit obligation. Under US GAAP, additional pension liability or asset is accrued pursuant to SFAS No. 158 (effective December 15, 2006), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R),” which requires the recognition of the overfunded or underfunded status of a defined benefit postretirement plan through other comprehensive income, net of tax, at the balance sheet date and eliminates the use of additional minimum liability. Gains and loss, prior service costs, or transition assets and liabilities unrecognized as components of net periodic benefit cost of the period in accordance with SFAS No. 87 are now recognized as a component of other comprehensive income.

10% Tax on Undistributed Earnings and Tax Effect of US GAAP Adjustments

Under R.O.C. GAAP, a 10% tax on undistributed earnings is recognized as a tax expense in the period during which the amount of undistributed earnings is approved by the shareholders. Under US GAAP, the 10% tax on undistributed earnings should be accrued in the period during which the earnings are generated and should be adjusted to the extent that distributions are approved by the shareholders in the following year. Moreover, additional tax benefit (expense) and deferred tax assets or liabilities would be adjusted for the reconciled items resulting in income differences between R.O.C. GAAP and US GAAP.

Goodwill Acquired through Acquisition

The fair value of the net assets we received was used as the value of the consideration for the acquisition of the remaining interests in Siliconware Corp. on December 31, 2000 and reflected in the common stock and capital reserve in our balance sheet. As the consideration is equal to the fair value of the net assets received, no goodwill is recorded under R.O.C. GAAP. Under US GAAP, the acquisition has been accounted for using the purchase method of accounting, and the purchase price was determined using the market value of our shares issued in connection with the acquisition. The difference between the fair value of our shares issued in connection with the acquisition and the fair value of the net assets acquired results in goodwill. Goodwill is amortized on a straight-line basis over ten years.

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” we no longer amortize goodwill beginning 2002. We have elected to perform our annual impairment review in each fiscal year. We have completed our annual goodwill impairment test for fiscal 2006, 2007 and 2008 and concluded that there was no impairment in these three years.

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Impairment of Long-lived Assets

The R.O.C. SFAS No. 35 regarding impairment of long-lived assets is effective for financial statements issued for fiscal years ended and after December 31, 2005 and the interim periods within such fiscal years. Under both R.O.C. GAAP and US GAAP, we are required to evaluate whether long-lived assets are subject to impairment. Impairment test is performed whenever event occurs or evidence indicates the carrying amount of an asset may not be recoverable. Under R.O.C. GAAP, a long-lived asset is considered impaired when the anticipated recoverable amount is less than the asset’s carrying value. Recoverable amount is measured as the higher of net selling price or value in use (discounted cash flows). The difference between the recoverable amount and the carrying amount of an asset is recognized as a loss in earnings. Under US GAAP, a long-lived asset is considered impaired when the anticipated undiscounted cash flows are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived assets. The estimate of fair value is generally based on quoted market prices from the best available information, including prices for similar assets and the results of using other valuation techniques, or discounted cash flows.

We performed periodical review for our long-lived assets and reclassifies idle assets from assets held for operating use. Idle assets are no longer used for production purposes due to technology phase out and replacement and are disposed as buyers are identified. We recognized impairment losses of NT$28 million, NT$49 million and NT$43 million (US$1.3 million), respectively, on idle assets for the years ended December 31, 2006, 2007, and 2008. No impairment was identified for other long-lived assets besides idle assets and no reconciliation for impairment loss between R.O.C. GAAP and US GAAP were made for the years ended December 31, 2006, 2007, and 2008.

Impairment of Investments

Both under R.O.C. GAAP and US GAAP, we evaluate our equity investments for impairment due to declines in the market value that are considered other than temporary. Such evaluations include an assessment of general economic and company-specific considerations, such as customer forecasts and regularly updated projections of operating results. In the event of a determination that a decline in the market value is other than temporary, loss is recognized in the current year’s income. The evaluation of whether a decline in market value is other than temporary requires considerable management judgment. For an investee which resolves to liquidate or dissolve, a one-time write-off will be recorded to the extent that the estimated proceeds will be obtained and the amount of investment balance will not be recovered.

In 2005, we adopted R.O.C. SFAS 35, “Accounting for Assets Impairment”. In 2006, we evaluated equity investments for impairment under ROC GAAP and recognized impairment loss of NT$29 million for Artest, which was previously recognized under US GAAP. Therefore, the impairment loss of NT$29 million was reversed for GAAP reconciliation in 2006.

Embedded Derivatives

Under R.O.C. GAAP, when an issuer issues convertible bonds, the entire instrument is recorded as a liability in the amount of the proceeds received. Any discount or premium to the par value of the convertible bonds is amortized in the statement of operations by using the effective interest rate method. If the convertible bonds contain a redemption premium above their par value amount, the excess is accrued, using the effective interest rate method, over the period to redemption as a charge to interest expense. Upon conversion, the carrying value of the bonds is credited to common stock at its par value and the difference between the carrying value of the bond and the par value of the common stock is recorded to additional paid-in capital. No gain or loss is recognized.

Under US GAAP, in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, convertible bonds, with the feature of the combination of mutually exclusive conversion of the debt to equity or redemption at a multiple of the bonds par value, are required to be accounted for as embedded derivative instruments. In addition, if the bonds are denominated in foreign currency and conversion terms contain a fixed foreign exchange feature determining the rate at which the bonds are to be converted into local currency stock, the combination of the conversion option and the fixed foreign exchange forward contract makes the bonds dual indexed and therefore the conversion right should be bifurcated. The embedded derivatives separated from the book value of bonds are measured at fair value and changes in fair value are recognized as unrealized gain (loss) in the income statement for each accounting period.

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Stock Dividends

Under R.O.C. GAAP, an issuance of stock dividends is recorded at par with a charge to retained earnings. Under US GAAP, if the ratio of distribution is less than 25% of shares of the same class outstanding, the fair value of the shares issued should be charged to retained earnings. This different treatment will result in, under US GAAP, a reclassification from retained earnings to additional paid-in capital of NT$34,554 million (US$1,054.8 million) on December 31, 2008. This adjustment has no effect on our shareholders’ equity.

Marketable Securities

Prior to the adoption of R.O.C. SFAS No. 34 effective January 1, 2006, marketable equity securities and long-term equity investments in which we owned less than 20% of the voting rights of a publicly listed investee company were carried at the lower of cost or market value, and debt securities at cost. The market value of listed stocks was determined by the average closing price during the last month of the accounting period. After the adoption of R.O.C. SFAS No. 34, we are required to reclassify our equity investments into financial assets at fair value through profit or loss, available-for-sale, held-to-maturity securities or financial assets carried at costs. Unrealized gains or losses on available-for-sale securities are reported through shareholders’ equity.

Under US GAAP SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities,” debt and equity securities that have readily determinable fair values are to be classified as either trading, available-for-sale or held-to-maturity securities. Debt securities that we have the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Debt and equity securities that are bought and traded for short-term profit are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Debt and equity securities not classified as either held-to-maturity or trading are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of shareholders’ equity. The fair value of listed stock under US GAAP is generally determined by the closing price at the balance sheet date. We perform impairment analysis to determine whether our marketable securities suffer an other-than-temporary decline in fair value below the cost. No such impairment has been identified during the periods presented.

Calculation of EPS

In calculating weighted average number of shares outstanding for EPS purposes under R.O.C. GAAP, employee bonus shares have been treated as outstanding for all periods, in a manner similar to a stock split or dividend and are retroactively adjusted to previous years’ calculation of weighted-average outstanding shares. Under US GAAP, employee bonus shares have been considered separately from the stock dividend or split and have been treated as outstanding from the date when they were issued. The numbers of employee bonus shares issued in 2006, 2007 and 2008 were 26,779,433 shares, 35,203,522 shares and 47,145,362 shares, respectively.

In computing the dilutive effect of convertible bonds when calculating net income available to common stockholders for diluted EPS, the after-tax results of compensated interest expenses, unrealized foreign exchange gain/loss, amortization of bond issuance costs are taken into consideration under R.O.C. GAAP. However, under US GAAP, in addition to the above three items, the after tax result of mark-to-market gain or loss on embedded derivatives bifurcated from the host bonds is also taken into consideration. Anti-dilutive effect is considered both under R.O.C. GAAP and under US GAAP.

For the purpose of computing the dilutive effect of the employee stock options, the treasury-stock method is used. Treasury shares that may be repurchased with assumed proceeds from the exercise of employee stock options may not be sufficient for the share issued upon exercising options. Therefore, incremental shares are added to the weighted average number of shares outstanding. Under R.O.C. GAAP, the assumed proceeds are the exercise price. Under US GAAP, the assumed proceeds are the sum of (a) the exercise price, (b) the amount of compensation cost attributed to future services and not yet recognized, and (c) the amount of excess tax benefits that will be credited to additional paid-in capital assuming exercise of the options. Therefore, the amount of incremental shares calculated under US GAAP is different from the one calculated under R.O.C. GAAP.

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Merger between Equity-Method Investees

Under R.O.C. GAAP, we recognize our change of proportional interest in our equity-method acquired investee based on the fair value of our equity-method acquired investee’s net assets as of the acquisition date. However, under US GAAP, we recognized our change of proportional interest in our equity-method acquired investee based on the fair value of such investee’s newly issued stocks at the acquisition date.

Disposal of investment under equity method for exchange of noncontrolling ownership interest and monetary consideration

Under R.O.C. GAAP, commercial substance, the expectation of a significant change of future cash flows, is evaluated for determining whether gain on investments should be deferred. A gain is recognized only for the portion related to the monetary consideration received. However, under US GAAP, a transaction involved significant monetary consideration that is at least 25% of the fair value exchange is deemed to be a monetary exchange. Also, SFAS No. 153, “Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29,” amends the scope of Opinion 29 to exclude a transfer of assets to an entity in exchange for an equity interest in that entity. Therefore, an exchange of investment would be recorded at fair value and no gain on disposal of investment would be deferred.

Recent Accounting Pronouncements

US GAAP

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” to define fair value, which establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. This statement will apply whenever another statement requires or permits assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement No. 157” to delay the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis until the beginning of the first quarter of 2009. Currently, we are evaluating the impact of adopting SFAS No. 157 on those assets and liabilities subject to the delay application in accordance with FSP FAS 157-2. However, we do not expect a material impact on our consolidated financial statements.

In October 2008, the FASB issued FSP FAS No.157-3, ”Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” which clarifies the application of SFAS No.157, “Fair Value Measurements” in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. This FSP is effective upon issuance, including prior periods for which financial statements have not been issued. No significant impact is expected on the adoption of FSP FAS No.157-3.

In February 2007, the FASB issued SFAS No.159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115,” which permits all entities to choose, on specified election dates, to measure eligible financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings on each subsequent reporting date. SFAS 159 is effective for an entity’s fiscal year beginning after November 15, 2007. We believe that the adoption of SFAS 159 will not have any significant impact on our financial results.

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In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations,” which requires an acquirer to recognize the assets acquired, the liabilities assumed, any noncontrolling interest and contractual contingencies and contingent consideration in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred. This statement is effective for fiscal years beginning after December 15, 2008 and its effect will depend on the terms and timing of future acquisitions.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” which requires that minority ownership interest be presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. This statement is effective for fiscal years beginning on or after December 15, 2008. Currently, we do not expect any significant impact on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of SFAS No. 133,” which requires qualitative disclosures about how and why an entity uses derivative instruments, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. This statement is effective for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The adoption of SFAS No. 161 is expected not to have any significant impact on our financial results.

In May 2008, the FASB issued FSP APB No.14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement),” which requires the issuer of certain convertible debt instruments that may be settled in cash or other assets on conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s nonconvertible borrowing rate. In addition, this FSP requires bifurcation of a component of the debt, classification of that component to equity, and then accretion of the resulting discount on the debt to result in the economic interest cost reflected in the statement of operations. This FSP is effective for fiscal years and interim periods beginning after December 15, 2008 and does not permit early application. We do not expect the adoption of FSP APB No.14-1 to have any significant impact on our financial results.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” for nongovernmental entities, which imposes the GAAP hierarchy on the reporting entities, not their auditors, based on the long-standing mandate that the entity’s management, not their auditors, is responsible for selecting and applying the appropriate GAAP to their financial statements. In addition, SFAS 162 improved the GAAP hierarchy in three ways: (1) in its presentation, (2) in defining the driver for category (a), and (3) in making additions to the hierarchy. This statement is effective from 60 days following the SEC’s approval of the PCAOB amendment to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not expect the adoption of SFAS No.162 to have any significant impact on our financial results.

R.O.C. GAAP

In November 2007, the R.O.C. Accounting Research and Development Foundation issued SFAS No. 10 (revised), “Inventories,” which provides guidance on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formulas that are used to assign costs to inventories. This statement is effective for fiscal years beginning on or after January 1, 2009. After evaluating the impact of the adoption of R.O.C. SFAS No. 10 (revised), we do not expect any significant impact on our consolidated financial statements.

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C. Research and Development, Patents and Licenses, etc.

See “Item 4. Information on our Company — B. Business Overview — Research and Development” and “Item 4. Information on our Company — B. Business Overview — Intellectual Property.”

D. Trend Information

Please refer to “— A. Operating Results — Overview” for a discussion of the most significant recent trends in our production, sales and inventory, costs and selling prices since the end of 2007. In addition, please refer to discussions included in this Item for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our net sales or operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

E. Off-Balance Sheet Arrangements

As of December 31, 2008, we had unused letters of credit for imported machinery and equipment in the aggregate amount of approximately NT$159 million (US$4.9 million). See note 27 to our consolidated financial statements included in this annual report. We do not engage in trading activities involving non-exchange traded contracts or enter into any other off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and commitments with definitive payment terms which will require significant cash outlays in the future as of December 31, 2008.

	Payments Due by Period
			Less Than 1						More Than 5
Contractual Obligations (1)	Total		Year		1-3 Years		4-5 Years		Years
	(in NT$ millions) (consolidated)
Long-term debt		—		—		—		—		—
Secured long-term loans		—		—		—		—		—
Unsecured long-term loans		3,000		750		2,250		—		—
Short-term loans		655		655		—		—		—
Secured bonds		—		—		—		—		—
Unsecured bonds		—		—		—		—		—
Operating leases (2)		88		10		21		20		37
Purchase obligations		—		—		—		—		—
Total contractual cash obligations		3,743		1,415		2,271		20		37

(1)	Excludes interest payments.
(2)	Represents our obligations to make lease payments to use the land on which our facilities are located, primarily in Hsinchu, Taiwan.

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Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The following table shows information regarding all of our directors, supervisors and executive officers as of March 31, 2009. The business address of our directors, supervisors and executive officers is the same as our registered address.

				Years		Principal Business Activities Performed
Name	Age		Position	with Us		Outside Our Company
Bough Lin		57	Chairman; Executive Vice President		25	Director of Phoenix Precision Technology; Director of SPIL’s subsidiaries.
Chi-Wen Tsai		61	Vice Chairman; President		25	Director of SPIL’s subsidiaries.
Wen-Lung Lin		57	Director;		4	Chairman of Ku-Ming Investment Co.
Yen-Chun Chang		54	Director; Senior Vice President		25	Director of SPIL’s subsidiary.
Wen-Jung Lin		62	Director		18	None
Jerome Tsai(1)		55	Director		4	Director of ChipMOS (Bermuda); Supervisor of Phoenix Precision Technology.
Hsiu-Li Liu		54	Independent Director(2)		18	Chairman of So Dar Investment; Director of Chi Cheng Enterprise, Li Fu Investment, More Power Electronics Corp.
Ing Dar Liu		61	Independent Director(2)		4	Director of InnoLux Display Corp., AME Inc. Chairman of Jing-Hong Investment.
Jing-Shan Aur		60	Independent Director(2)		4	None
Wen-Lung Cheng		61	Supervisor		7	Chairman of Joinwin Investment; Director of SPIL’s subsidiary; Supervisor of Gamania Digital Entertainment Co. Ltd.
Fu-Mei Tang		57	Supervisor		4	Director of Phoenix Precision Technology.
Teresa Wang(3)		53	Supervisor		7	Director of Phoenix Precision Technology; CFO of Phoenix Precision Technology.
Johnson Tien		55	Senior Vice President		15	None
Kuo-Jui Tai		46	Vice President		6	None
Chien-An Chen		59	Vice President		17	None
Chien-Hua Chen		54	Vice President		10	None
Michael Chang		47	Vice President		10	None
C.S Hsiao		50	Vice President		22	None
Yu Hu Liu		51	Vice President		24	None
Jas Hsieh		58	Vice President		5	None
Eva Chen		51	Chief Financial Officer		4	None

(1)	Representing Pei-Sheng Cultural Educational Foundation.
(2)	Our independent directors’ independency complies with SEC’s and Nasdaq’s independency requirements.
(3)	Representing Siliconware Investment Company Ltd.

Bough Lin is our chairman and executive vice president. He has been our director since August 1984. Mr. Lin is also currently a director of Phoenix Precision Technology Corporation and a director of our subsidiaries, SPIL (B.V.I.) Holding Ltd., Siliconware Investment Co. Ltd. and Siliconware U.S.A., Inc., as our representative. He graduated from National Chiao Tung University in Taiwan in 1973 with a bachelor’s degree in electronic physics. In addition, Mr. Lin is the brother-in-law of Wen-Lung Cheng, who is one of our supervisors. Mr. Lin is a cousin of Mr. Wen-Jung Lin, our director.

Chi-Wen Tsai is currently our vice chairman and president. He has been our director since August 1984. Mr. Tsai is also a director of our subsidiaries, SPIL (Cayman) Holding Ltd., Siliconware Technology (Suzhou) Ltd. and Siliconware U.S.A., Inc., as our representative. He received a bachelor’s degree in electrical engineering from National Taipei Institute of Technology in Taiwan in 1969.

Wen-Lung Lin has been our director since June 2005. He graduated from Taichung Commercial College in Taiwan with a bachelor’s degree. Mr. Lin is currently the chairman of Ku-Ming Investment Co..

Yen-Chun Chang is currently our senior vice president. He has been our director since August 1984. He is also currently a director of our subsidiary, Siliconware Technology (Suzhou) Ltd. as our representative. Mr. Chang graduated from Nan Tai College in Taiwan in 1976 with a bachelor’s degree in electrical engineering.

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Wen-Jung Lin has been our director since June 1991. He received a bachelor’s degree in architecture from Feng Chia University in Taiwan in 1970. Mr. Lin is a cousin of Mr. Bough Lin, our chairman.

Jerome Tsai has been our director since June 2005. He received a bachelor’s degree in statistics from National Cheng Kung University and a master’s degree in technology management from National Chiao Tung University. He was previously the president of Grand Cathay Securities Co., Ltd..

Hsiu-Li Liu has been our director since June 1991 and our independent director since 2005. She received a bachelor’s degree in international trade from Ming Chuang College in Taiwan in 1975. In addition, Ms. Liu has served as the chairman of So Dar Investment Corporation.

Ing-Dar Liu has been our independent director since June 2005. He received a master’s degree in electronic from National Chiao Tung University in Taiwan. He was the vice chairman of AU Optronics Corp. in 2001.

Jing-Shan Aur has been our independent director since June 2005. He received a bachelor’s degree in National Taiwan Ocean University. He was previously the chairman of APTOS Corp..

Wen-Lung Cheng has been our supervisor since June 2002. Mr. Cheng received a bachelor’s degree in bank and insurance from Tamkang University in Taiwan in 1969. He is the brother-in-law of Mr. Bough Lin, our chairman.

Fu-Mei Tang has been our supervisor since June 2005. He is also currently a director of Phoenix Precision Technology Corporation as our representative. Mr. Tang graduated from Kuang-Hwa Technology School in Taiwan. He previously served as our chief audit officer.

Teresa Wang has been our supervisor since June 2002. Ms. Wang is a director and the chief financial officer of Phoenix Precision Technology Corporation. She received a bachelor’s degree in accounting and statistics from Ming Chuang College in 1978.

Johnson Tien is our senior vice president in charge of the Sales and Marketing Group. He received a bachelor’s degree in industrial engineering from ChungYuan Christian University in 1976.

Kuo-Jui Tai has been a vice president since 2003. Before joining us, Mr. Tai was the vice-general manager of You Li Co. Mr. Tai received a Master’s degree in industrial engineering and engineering management from Tsing Hua University.

Chien-An Chen has been a vice president since 2000. Mr. Chen received an MBA from University of Warwick in England.

Chien-Hua Chen has been our vice president since 1999. Before joining us, Mr. Chen was the general manager of Ling Sheng Co. Mr. Chen received a master’s degree in electrical engineering from Arizona State University.

Michael Chang has been our vice president since 2005. Mr. Chang received a bachelor’s degree in Industrial Engineering from ChungYuan Christian University in 1984.

C.S Hsiao has been our vice president in our research and development center since 2007. Mr. Hsiao received a bachelor’s degree in chemical engineering from Feng Chia University.

Yu Hu Liu has been our vice president in charge of our Changhua factory since 2007. Mr. Liu graduated from Lien Ho College with a bachelor’s degree in electrical engineering.

Jas Hsieh has been our vice president in Q&R Center since 2007. Mr. Hsieh received a bachelor’s degree in mechanical engineering from Feng Chia University.

Eva Chen has been our chief financial officer since 2005. Ms. Chen received a master’s degree in accounting and information technology from National Chung Cheng University in 2007.

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B. Compensation of Directors, Supervisors and Executive Officers

The aggregate compensation paid and in-kind benefits granted to our directors, supervisors and executive officers in 2008 was NT$206.04 million (US$6.29 million). According to our articles of incorporation, remuneration provided to our directors and supervisors shall not exceed 1% of the balance of net income after the payment of income taxes, recovery of past losses and deduction of 10% as legal reserve. The remaining amount may be distributed or reserved in a ratio of 10% and 90% as bonuses to our employees and as dividends to our shareholders, respectively.

C. Board Practices

All of our directors and supervisors were elected on June 13, 2008 for a term of three years. Neither we nor any of our subsidiaries have entered into a contract with any of our directors and supervisors by which our directors or supervisors are expected to receive benefits upon termination of their employment.

Audit Committee

At the date of this filing, we have three independent directors to constitute an audit committee. We require our audit committee members to be financially literate with accounting or related financial management expertise in accordance with the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee charter is in accordance with Rule 10A-3 of the Exchange Act and NASDAQ Marketplace Rule 4350. We have been in compliance with the requirements thereunder since July 27, 2005.

Differences between NASDAQ Corporate Governance Requirements and Home Country Practices

See “Item 16G.—Corporate Governance.”

D. Employees

As of December 31, 2006, 2007 and 2008, we, together with our subsidiaries, had 14,300, 16,071 and 15,762 full-time employees, respectively. Of our 15,762 full-time employees as of December 31, 2008, 14,620 were located in Taiwan, 1,070 were located in Mainland China, and 72 were located in the United States. Employee salaries are reviewed once or twice a year. Salaries are adjusted based on industry standards, inflation and individual performance. As an incentive, additional bonuses in cash may be paid at the discretion of the management based on the performance of individuals. In addition, R.O.C. law requires that employees be given preemptive rights to subscribe to between 10% and 15% of any of our rights issues or share offerings.

According to R.O.C. Labor Pension Act effective since July 1, 2005, we contribute 6% of our employees’ monthly salaries to the Bureau of Labor Insurance for those employees who choose to participate in the “portable” pension schemes. For our employees who choose to apply for the pension mechanism under the Labor Standards Act, we contribute 2% of their monthly salaries to the Workers’ Retirement Reserve Funds maintained by the Bank of Taiwan.

Our employees participate in our profit distribution under our articles of incorporation. Employees are entitled to receive bonus shares based on a percentage of our allocable surplus income. We paid employees stock in the aggregate amount of 47,145,362 shares and cash bonuses of NT$1,100 million in 2008.

We do not have any collective bargaining arrangement with our employees, and we have never experienced a work stoppage caused by our employees. We believe we have good relations with our employees. We do not have any labor union.

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E. Share Ownership

Each of our directors, supervisors and executive officers holds our shares either directly for their own account or indirectly as the representative of another legal entity on our board of directors. The following table sets forth the share ownership of our directors, supervisors and executive officers as of April 12, 2009, our most recent record date.

	Number of Shares		Percentage of
Name	Owned		Shares Owned
Bough Lin		66,494,075		2.11	%
Chi-Wen Tsai		40,175,555		1.27	%
Wen-Lung Lin		19,754,751		2.11	%
Yen-Chun Chang		10,476,417		*
Wen-Jung Lin		5,711,914		*
Jerome Tsai (1)		10,051,831		*
Hsiu-Li Liu		12,251,189		*
Ing-Dar Liu		—		—
Jing-Shan Aur		146,292		*
Wen-Lung Cheng		10,133,937		*
Fu-Mei Tang		9,025,917		*
Teresa Wang (2)		36,228,732		1.15	%
Johnson Tien		418,089		*
Kuo-Jui Tai		356,304		*
Chien-An Chen		473,833		*
Chien-Hua Chen		61,496		*
Michael Chang		306,560		*
C.S Hsiao		135,408		*
Yu Hu Liu		7,438,972		*
Jas Hsich		191,845		*
Eva Chen		213,164		*

*	Less than 1%.
(1)	Representing Pei-Sheng Cultural Educational Foundation.
(2)	Representing Siliconware Investment Company.

See “—D. Employees” for a description of the 2002 Employee Stock Option Plan.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table presents information known to us concerning the record ownership of our shares as of December 31, 2007, December 31, 2008 and April 12, 2009 (our most recent record date) by (i) the ten largest shareholders of our company (as of April 12, 2009) and (ii) all directors, supervisors and executive officers as a group. Other than Citibank, as the record owner of our American Depositary Shares, we are not aware that any of our shareholders beneficially own more than 5% of our shares.

	December 31, 2007					December 31, 2008					April 12, 2009(1)
	Number of		Percentage of			Number of		Percentage of			Number of		Percentage of
Name of beneficial owner	Shares Owned		Shares Owned			Shares Owned		Shares Owned			Shares Owned		Shares Owned
Citibank(2)		618,309,437		20.15	%		517,969,290		16.43	%		624,143,605		19.80	%
JPMorgan in Custody for Capital World Growth and Income Fund Inc.		—		—			151,319,210		4.80	%		130,795,000		4.15	%
National Financial Stability Fund Commission		—		—			—		—			82,255,000		2.61	%
JPMorgan in Custody for Capital Income Builder Inc.		—		—			93,455,300		2.96	%		80,140,300		2.54	%
Bough Lin		44,746,609		1.46	%		66,494,075		2.11	%		66,494,075		2.11	%
Citibank in Custody for Government of Singarpore Investment Corp. PFE Ltd.		42,913,044		1.40	%		48,150,784		1.53	%		62,594,784		1.99	%
Ku-Ming Investment Company Ltd(3)		55,547,404		1.81	%		56,102,878		1.78	%		56,102,878		1.78	%
Nan Shan Life Insurance Company Ltd.		—		—			64,847,374		2.06	%		55,334,354		1.76	%
Old Labor Pension Fund		—		—			—		—			54,777,907		1.74	%
Chunghwa Post Co., Ltd.		—		—			44,524,157		1.41	%		45,662,067		1.45	%
Directors and Supervisors as a group		208,164,603		6.79	%		231,704,074		7.35	%		220,450,610		6.99	%

(1)	Our most recent record date.
(2)	As record owner of our ADSs.
(3)	Wen-Lung Lin is the chairman of Ku-Ming Investment Company Ltd.

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Except for holders of our ADSs, none of our major shareholders have different voting rights from those of other shareholders.

As of April 30, 2009, a total of 124,828,695 ADSs and 3,152,589,871 of our shares (including the shares represented by these ADSs) were outstanding. With certain limited exceptions, holders of common shares that are not R.O.C. persons are required to hold these commons shares through a brokerage or custodial account in the R.O.C.. As of April 30, 2009, 624,143,605 common shares were registered in the name of a nominee of Citibank, N.A., the depositary of our ADS facility. Citibank, N.A. has advised us that, as of April 30, 2009, 624,143,605 common shares were held of record by Cede & Co. We have no further information as to common shares held, or beneficially owned, by U.S. persons.

None of our major shareholders have different voting rights from those of other shareholders.

B. Related Party Transactions

Related Party Transactions Policies

We from time to time have engaged in a variety of transactions with our affiliates. We conduct transactions with our affiliates on terms substantially as favorable to us as would be obtainable at the time in a comparable arm’s-length transaction with non-affiliates.

Sigurd Microelectronics Corp.

For 2006 and 2007, we had total sales of packaging services to Sigurd of NT$5 million and NT$224 million, respectively. We resigned as a director of Sigurd on November 9, 2007, and Sigurd ceased to be a related party of our company.

ChipMOS Technologies Inc.

For 2006 and 2007, the amounts of purchases we made with ChipMOS were immaterial. Pursuant to a Share Purchase and Subscription Agreement entered into among us, ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda and ChipMOS, on March 27, 2007, we sold, and ChipMOS Bermuda and ChipMOS purchased, all of the common shares of ChipMOS, at par value NT$10 per share, owned by us for a total cash consideration of US$191,147,464. In addition, we subscribed for 12,174,998 newly issued common shares of ChipMOS Bermuda, at par value US$0.01 per share, for an aggregate consideration of US$76,458,987, representing a purchase price of US$6.28 per common share of ChipMOS Bermuda. We resigned as a director of ChipMOS on March 26, 2007, and ChipMOS ceased to be a related party of our company.

Phoenix Precision Technology Corporation

We purchased semiconductor raw materials from Phoenix Precision Technology Corporation, or Phoenix Precision, totaling NT$3,101 million, NT$2,544 million and NT$2,093 million (US$63.9 million) in 2006, 2007 and 2008, respectively. The average payment period is approximately 90 days from the date of completion of service or purchase. As of December 31, 2006, 2007 and 2008, we owed NT$346 million, NT$663 million and NT$436 million (US$13.3 million), respectively, in accounts payable, to Phoenix Precision Technology.

The purchase price and payment terms for such purchases were generally comparable to those provided by non-related parties. We have followed our standard procurement policy (which is described in greater details below) in selecting our vendors, and we have evaluated the Phoenix Precision transactions from the perspective of overall compliance with those factors. We have concluded that the transactions entered into with Phoenix Precision were comparable with (and not worse than) those provided by non-related parties because the general pricing and product quality-related information regarding non-related parties’ products are generally available in the market. According to our standard procurement policy, we consider the following factors when evaluating and selecting vendors: (i) quality, (ii) cost, (iii) delivery time, (iv) customer service, and (v) technological capability to deliver products pursuant to our specifications. We chose Phoenix Precision not only because Phoenix Precision was generally competitive from the perspectives of those factors, but also because Phoenix Precision has consistently and reliably delivered individually-tailored products to us in the past, and the pricing offered by Phoenix Precision was generally competitive.

Mr. Bough Lin, our Chairman, Mr. Fu-Mei Tang and Ms. Teresa Wang, our supervisors, are directors of Phoenix Precision. Ms. Teresa Wang is also the Chief Financial Officer of Phoenix Precision. Mr. Jerome Tsai, one of our directors, is a supervisor of Phoenix Precision. Mr. Byron Chiang, one of our officers, is a supervisor of Phoenix Precision.

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C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

Please refer to Item 18 for a list of all financial statements filed as part of this annual report on Form 20-F.

Litigation

See “Item 4. Information on the Company—B. Business Overview—Litigation.”

Dividend Policy and Distributions

As for our policy on dividend distributions, see “Item 10. Additional Information — Memorandum and Articles of Association — Dividends and Distributions.” The following table sets forth the stock dividends per Share and total number of Shares Issued as Stock Dividend adopted by the annual shareholders’ meeting and Shares outstanding at the end of each such year, except as otherwise noted.

					Total Number of
	Cash Dividend per		Stock Dividend per		Shares Issued as		Outstanding Shares
	share		share(1)		Stock Dividend(2)		at Year End
	(NT$)		(NT$)
1995		0		4.00		70,048,800		280,668,000
1996		0		6.00		168,400,800		457,800,000
1997		0		4.00		183,120,000		654,200,000
1998		0		3.60		235,512,000		904,162,000
1999		0		2.30		207,957,260		1,127,092,402
2000		0		1.40		157,793,537		1,449,882,870
2001		0		1.45		235,421,212		1,852,761,683
2002 (3)		0		0		—		1,853,668,683
2003 (4)		0		0		—		1,876,625,683
2004		0.35		1.00		189,447,578		2,105,073,060
2005		0.75		0.80		168,889,805		2,328,919,337
2006		1.73		1.00		241,014,905		2,887,757,426
2007		3.40		0.20		58,672,538		3,073,424,534
2008		4.50		0.10		30,746,975		3,152,589,871

(1)	Our stock dividend is declared in NT dollar amount per Share. The number of Shares received by a shareholder equals to the NT dollar amount per share of dividend declared multiplied by the number of Shares owned by the shareholder and divided by the par value of NT$10 per Share.
(2)	Total number of Shares issued as stock dividends include Shares issued from retained earnings and from capital reserve.
(3)	We did not declare a dividend in 2002 because we incurred a net loss in 2001.
(4)	We did not declare a dividend in 2003 because our shareholders did not elect to declare such dividend, even though we generated net income in 2002.

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B. Significant Changes

Our net operating revenues on a consolidated basis for the three months ended March 31, 2009 amounted to NT$9,619 million. Our net operating revenues for the first three months of 2009 are not indicative of our financial performance on either an unconsolidated or a consolidated basis for the remaining months of 2009. In addition, we cannot predict whether the demand for our services will continue to improve in the near future.

Item 9. The Offer and Listing

A. Offer and Listing Details

Market Price Information for Our Shares

Our shares have been listed on the Taiwan Stock Exchange since April 7, 1993. The table below shows, for the periods indicated, the high and low closing prices and the average daily volume of trading activity on the Taiwan Stock Exchange for our shares and the highest and lowest of the daily closing values of the Taiwan Stock Exchange Index.

	Closing Price for Each Share(1)				Average Daily		Taiwan Stock Exchange Index
Period	High		Low		Trading Volume		High		Low
	NT$		NT$		(in thousands
					of shares)
2004		42.20		19.80		20,556		7,135.00		5,255.06
2005		46.90		21.90		20,048		6,267.32		5,565.41
2006		52.50		33.70		18,554		7,823.72		6,257.80
2007		71.70		47.90		12,423		9,809.88		7,344.56
First Quarter		64.50		47.90		13,308		7,935.54		7,344.56
Second Quarter		74.10		61.20		10,867		8,939.19		7,875.42
Third Quarter		75.80		56.10		13,112		9,744.06		8,090.29
Fourth Quarter		74.20		51.90		16,861		9,809.88		7,807.39
2008		58.10		22.95		17,490		9,295.20		4,089.93
First Quarter		56.30		41.15		24,097		8,865.35		7,408.40
Second Quarter		58.10		44.00		16,060		9,295.20		7,523.54
Third Quarter		48.80		33.30		15,686		7,407.98		5,641.95
Fourth Quarter		36.80		22.95		14,859		5,764.01		4,089.93
November		33.90		23.85		14,717		4,995.06		4,089.93
December		30.60		22.95		16,847		4,694.81		4,225.07
2009 (through May 8, 2009)		46.00		25.90		19,750		6,583.87		4,259.98
First Quarter		37.45		25.90		18,230		5,390.70		4,259.98
January		31.30		25.90		15,317		4,242.61		4,789.84
February		31.00		26.05		17,674		4,592.50		4,259.98
March		37.45		29.00		20,721		5,390.70		4,425.83
April		41.50		36.40		23,228		5,997.17		5,314.45
May (through May 8, 2009)		46.00		43.00		21,774		6,583.87		6,330.40

Sources: Taiwan Stock Exchange Statistical Data 1999-2009, Taiwan Stock Exchange and Bloomberg.

(1) As reported.

There is no public market outside Taiwan for our shares. The Taiwan Stock Exchange has experienced significant fluctuations in the prices of listed securities and there are currently limits on the range of daily price movements.

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Market Price Information for Our American Depositary Shares

Our ADSs have been listed on the NASDAQ Stock Market’s National Market since June 7, 2000. The table below shows, for the periods indicated, the high and low closing prices and the average daily volume of trading activity on the NASDAQ Stock Market’s National Market.

	Closing Price for Each ADS(1)				Average Daily
Period	High		Low		Trading Volume
	NT$		NT$		(in thousands
					of shares)
2004		6.00		2.83		1,047,141
2005		6.95		3.08		719,177
2006		7.94		4.74		1,786,700
2007		12.54		7.45		1,877,492
First Quarter		10.11		7.45		1,698,074
Second Quarter		11.52		9.56		1,776,946
Third Quarter		12.41		9.08		1,858,061
Fourth Quarter		12.54		7.85		2,176,888
2008		9.55		3.24		2,506,994
First Quarter		8.80		6.50		2,928,278
Second Quarter		9.55		7.17		1,844,209
Third Quarter		8.05		5.38		2,378,050
Fourth Quarter		5.66		3.24		2,883,350
November		5.22		3.31		2,996,400
December		4.82		3.24		2,886,255
2009 (through May 8, 2009)		8.11		3.85		2,306,541
First Quarter		6.40		3.85		2,147,803
January		4.91		3.85		2,073,945
February		4.93		4.08		1,885,495
March		6.40		4.18		2,441,486
April		7.47		5.99		2,583,195
May (through May 8, 2009)		8.11		7.28		2,952,083

Source: NASDAQ Stock Exchange.

(1) As reported.

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B. Plan of Distribution

Not applicable.

C. Markets

Our shares are listed on the Taiwan Stock Exchange and our ADSs are quoted on the NASDAQ National Market.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

The following statements summarize the material elements of our capital structure and the more important rights and privileges of our shareholders conferred by Taiwan law and our articles of incorporation.

Objects and Purpose

The scope of business of our company as set forth in Article 2 of our articles of incorporation includes:

(a) The production, processing and purchase and sale of products, including IC, transistors, light emitting diode digital displays, light emitting diode display lamps, liquid crystal clock cores, photo diodes, hybrid circuits, thin film circuits and thick film circuits; and

(b) The import and export of the products mentioned in the preceding paragraph.

Directors

The R.O.C. Company Act and our articles of incorporation provide that our board of directors is elected by shareholders and is responsible for the management of our services. Our board of directors is composed of nine directors. The Chairman of our board is elected by our directors. The Chairman presides at all meetings of our board of directors and also has the authority to represent us. The term of office for our directors is three years and our directors are elected by our shareholders by means of cumulative voting. The last election for all of the directors and supervisors was held in June 2008. In addition, our shareholders also elect three supervisors whose duties include investigating our services and financial condition, inspecting corporate records, calling shareholders’ meetings when our board of directors does not or cannot convene a shareholders’ meeting or when such a meeting is necessary for our benefit, representing us in negotiations with our directors and notifying our board of directors to cease acting in contravention of law, our articles of incorporation or the resolutions of our shareholders’ meetings. The supervisors cannot concurrently serve as our directors or officers. A person may serve as our director or supervisor in his personal capacity or as the representative of one of our shareholder entities. A director or supervisor who serves as the representative of a legal entity may be removed or replaced at any time, and the replacement director or supervisor may serve the remainder of the term of office of the replaced director or supervisor. Our audit committee consists of three independent auditors, including Jing-Shan Aur, Ing-Dar Liu and Hsiu-Li Liu. In order to facilitate the function of our board of directors, our audit committee and board of directors have established procedures for the complaints pursuant to Rule 10A-3(b)(3) under the Exchange Act and have established a means for communicating with the non-management members of our board of directors.

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According to the R.O.C. Company Act, a director who has a personal interest in a matter to be discussed at the meeting of the board of directors, the outcome of which may impair the company’s interests, shall abstain from voting on such matter. Our articles of incorporation also provide that the traveling expenses for all directors and supervisors shall be determined at the board of directors’ meeting based on common practice regardless of the profit or loss to our company. In addition, according to our articles of incorporation, we should distribute no more than 1% of the balance of our earnings after deduction of payment of all taxes and dues, deduction of any past losses and allocation of 10% of our net income as a legal reserve as remuneration to directors and supervisors. Our articles of incorporation do not impose a mandatory retirement age limit for our directors. Furthermore, our articles of incorporation do not impose a shareholding qualification for each director; however, our articles of incorporation require that our directors and supervisors hold our issued shares at the ratios as required by the regulatory authority.

Shares

As of April 30, 2009, our authorized share capital was NT$36 billion, divided into3.60 billion shares, of which NT$31.5 billion, divided into 3.15 billion shares, were issued and outstanding. We issued 40,000 option rights to employees according to our 2002 Employee Stock Option Plan. As of March 31, 2009, no option rights remained outstanding. Other than our shares and ADSs, we do not have any other equity interests outstanding, including any preferential subscription rights, exchangeable debt securities or warrants as of April 30, 2009. All shares presently issued are fully paid and in registered form, and existing shareholders are not obligated to contribute additional capital. The shares underlying the ADSs are fully paid, in registered form and will not be obligated by any capital calls. We generally are not permitted to directly acquire our shares, except under limited circumstances as permitted by R.O.C. law.

New Shares and Preemptive Rights

New shares may only be issued with the prior approval of our board of directors. If our issuance of any new shares will result in any change in our authorized share capital, we are required under R.O.C. law to amend our articles of incorporation and obtain approval of our shareholders in a shareholders’ meeting. We must also obtain the approval of, or submit a registration with, the R.O.C. SFB and the Ministry of Economic Affairs. According to the R.O.C. Company Act, when a company issues capital stock for cash, 10% to 15% of the issue must be offered to its employees. In addition, if a listed company intends to offer new shares for cash, at least 10% of the issue must also be offered to the public pursuant to the Securities and Exchange Law. This percentage can be increased by a resolution passed at a shareholders’ meeting, which will reduce the number of new shares in which existing shareholders may have preemptive rights. Unless the percentage of the shares offered to the public is increased by a resolution, existing shareholders of the company have a preemptive right to acquire the remaining 75% to 80% of the issue in proportion to their existing shareholdings.

Shareholders

We only recognize persons registered in our register as our shareholders. We may set a record date and close our register of shareholders for specified periods to determine which shareholders are entitled to various rights pertaining to our shares.

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Transfer of Shares

Under the R.O.C. Company Act, a public company, such as us, may issue individual share certificates, one master certificate or scripless shares to evidence common shares. Shares in registered form are transferred by endorsement and delivery of the related share certificates. Transferees must have their names and addresses registered on our register in order to assert shareholders’ rights against us. Our shareholders are required to file their respective specimen seals with our share registrar, Chinatrust Commercial Bank.

Shareholders’ Meetings

We are required to hold an annual ordinary shareholders’ meeting once every fiscal year and within six months after the end of each fiscal year. Our board of directors may convene an extraordinary meeting whenever the directors think fit, and they must do so if requested in writing by shareholders holding not less than 3% of our paid-in share capital who have held these shares for more than a year. In addition, any of our supervisors may convene a shareholders’ meeting when our board of directors do not or cannot convene a shareholders’ meeting and/or when such a meeting is necessary for our benefit. At least 15 days advance written notice must be given of every extraordinary shareholders’ meeting and at least 30 days advance written notice must be given of every annual ordinary shareholders’ meeting. Unless otherwise required by law or by our articles of incorporation, voting for an ordinary resolution requires an affirmative vote of a simple majority of those present. A distribution of cash dividends would be an example of an ordinary resolution. The R.O.C. Company Act also provides that in order to approve certain major corporate actions, including but not limited to any amendment of our articles of incorporation, dissolution, merger or spin-off, the transfer of the whole or major part of the business or assets, removing directors or the distribution of any stock dividend, a special resolution may be adopted by the holders of at least two-thirds of our shares represented at a meeting of shareholders at which holders of at least a majority of our issued and outstanding shares are present. However, if we are the controlling company and hold not less than 90% of our subordinate company’s outstanding shares, our merger with the subordinate company can be approved by a board resolution adopted by majority consent at a meeting with two-thirds of our directors present without shareholders’ approval.

Voting Rights

Except for treasury shares, each share is generally entitled to one vote. Except as otherwise provided for by law or by our articles of incorporation, a resolution can be adopted by the holders of a simple majority of the total issued and outstanding shares represented at a shareholders’ meeting. The quorum for a shareholders’ meeting to discuss the ordinary resolutions is a majority of the total issued and outstanding shares. The election of directors and supervisors by our shareholders may be conducted by means of cumulative voting or other voting mechanisms adopted in our articles of incorporation. In all other matters, a shareholder must cast all his votes in the same manner when voting on any of these matters.

Our shareholders may be represented at an ordinary or extraordinary shareholders’ meeting by proxy if a valid proxy form is delivered to us five days before the commencement of the ordinary or extraordinary shareholders’ meeting. Voting rights attached to our shares exercised by our shareholders’ proxy are subject to the proxy regulation promulgated by the R.O.C. SFB.

Any shareholder who has a personal interest in a matter to be discussed at our shareholders’ meeting, the outcome of which may impair our interests, shall not vote or exercise voting rights on behalf of another shareholder on such matter.

Any holder of our ADSs generally will not be able to exercise voting rights on the shares underlying its holding of ADSs on an individual basis.

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Dividends and Distributions

We may distribute dividends in any year in which we have current or retained earnings (excluding reserves). Before distributing a dividend to shareholders, we must recover any past losses, pay all outstanding taxes and set aside a legal reserve equivalent to 10% of our net income until our legal reserve equals our paid-in capital.

At the shareholders’ annual ordinary meeting, our board of directors submits to the shareholders for their approval proposals for the distribution of a dividend or the making of any other distribution to shareholders from our net retained earnings or reserves. Dividends are paid to shareholders proportionately. Dividends may be distributed either in cash or in shares or a combination of cash and shares, as determined by the shareholders at such meeting. Distribution of stock dividends requires approvals from the R.O.C. SFB and the Ministry of Economic Affairs, as necessary.

Beginning in 2006, our articles of incorporation provide that our earnings after payment of all income taxes and deduction of any past losses shall be distributed as follows:

• allocation of 10% of our net income as legal reserve; and

• payment of no more than 1% of the balance after deducting the 10% legal reserve as remuneration to our directors and supervisors. The remaining amount may be distributed or reserved in a ratio of 10% and 90%, respectively, to our employees as their bonuses and to our shareholders as their dividends.

For dividend distributions, the surplus dividend policy will be adopted based on the future operational planning, business development, capital expenditure budget and requirement of capital fund.

Distribution of dividends may be made by cash dividends or by stock dividends, provided that the percentage of cash dividends shall exceed 50% of total distributed dividends, and the plan of distribution shall be proposed by the Board of Directors and shall be implemented after the distribution plan is approved by our shareholders’ meetings.

In addition to permitting dividends to be paid out of net income, we are permitted under the R.O.C. Company Act to make distributions to our shareholders of additional shares by capitalizing reserves, including the legal reserve and capital surplus of premiums from issuing stock and earnings from gifts received if we do not have losses. However, the capitalized portion payable out of our legal reserve is limited to 50% of the total accumulated legal reserve and is payable only if and to the extent the accumulated legal reserve exceeds 50% of our paid-in capital.

Acquisition of Our Shares by Us

An R.O.C. company may not acquire its own common shares except under certain exceptions provided in the R.O.C. Company Act or the R.O.C. Securities and Exchange Law.

Under the Securities and Exchange Law, we may, by a board resolution adopted by majority consent at a meeting with two-thirds of our directors present, purchase up to 10% of our issued shares on the Taiwan Stock Exchange or by a tender offer, in accordance with the procedures prescribed by the R.O.C. SFB, for the following purposes:

• to transfer shares to our employees;

• to transfer upon conversion of bonds with warrants, preferred shares with warrants, convertible bonds, convertible preferred shares or certificates of warrants issued by us; and

• if necessary, to maintain our credit and our shareholders’ interests; provided that the shares so purchased shall be cancelled thereafter.

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In addition, we may not spend more than the aggregate amount of the retained earnings, the premium from issuing stock and the realized portion of the capital reserve to purchase our shares.

We may not pledge or hypothecate any purchased shares. In addition, we may not exercise any shareholders’ rights attaching to such shares. In the event that we purchase our shares on the Taiwan Stock Exchange, our affiliates, directors, supervisors, managers and their respective spouses and minor children and/or nominees are prohibited from selling any of our shares during the period in which we purchase our shares.

Liquidation Rights

In the event of our liquidation, the assets remaining after payment of all debts, liquidation expenses, taxes and distributions to holders of preferred shares, if any, will be distributed pro rata to our shareholders in accordance with the R.O.C. Company Act.

Other Rights of Shareholders

Under the R.O.C. Company Act, dissenting shareholders are entitled to appraisal rights in the event of a spin-off or a merger and various other major corporate actions. Dissenting shareholders may request us to redeem all their shares at a fair price to be determined by mutual agreement. If no agreement can be reached, the valuation will be determined by a court. Subject to applicable law, dissenting shareholders may, among other things, exercise their appraisal rights by notifying us before the related shareholders’ meeting and/or by raising and registering their dissent at the shareholders’ meeting.

One or more shareholders who have held more than 3% of the issued and outstanding shares for more than one year may require our board of directors to call an extraordinary shareholders’ meeting by sending a written request to our board of directors.

In addition, the R.O.C. Company Act allows shareholders holding 1% or more of the total issued shares of a company to submit, during the period of ten days or more prescribed by the company, one proposal in writing containing no more than three hundred Chinese characters for discussion at the annual ordinary shareholders’ meeting.

Voting of Deposited Securities

A holder may direct the exercise of voting rights regarding the shares represented by the ADSs only pursuant to the deposit agreement as described below and applicable R.O.C. law. See “Risk factors—Holders of our ADSs will not have the same voting rights as the holders of our shares, which may affect the value of your investment.”

Except as described below, a holder will not be able to exercise voting rights attaching to the shares on an individual basis. According to the R.O.C. Company Act, a shareholder’s voting rights must, as to all matters brought to a vote of shareholders, other than the election of directors and/or supervisors, be exercised as to all shares held by the shareholder in the same manner. Accordingly, the voting rights of the shares represented by ADSs must be exercised collectively in the same manner, except in the case of an election of directors and/or supervisors, which may be conducted by means of cumulative voting or other mechanisms adopted in our articles of incorporation. Pursuant to R.O.C. Company Act and our articles of incorporation, the election of directors and/or supervisors is by means of cumulative voting.

By accepting and continuing to hold ADSs or any interest therein, a holder will authorize and direct the depositary to appoint our chairman or the chairman’s designee as his representative to exercise the voting rights attaching to the shares underlying the ADSs.

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Once notified of a shareholders’ meeting, the depositary will, subject to the terms of the deposit agreement, fix a record date for determining the owners entitled to receive information about this meeting. The depositary will mail to the owners:

• the notice of the meeting sent by us; and

• a statement that the owners will be entitled to instruct the depositary or its nominee as to the exercise of the voting rights.

If the depositary timely receives voting instructions from holders of at least 51% of the outstanding ADSs to vote in the same manner on a resolution, including election of directors and/or supervisors, the depositary will cause all of the shares underlying the outstanding ADSs to be voted in the manner instructed. If for any reason, other than our failure to provide timely notice to the depositary of a shareholders’ meeting, the depositary does not receive timely instructions from holders of at least 51% of all ADSs outstanding to vote in the same manner on a resolution, including a resolution for the election of directors and/or supervisors, the holders of all ADSs outstanding shall be deemed, subject to our satisfying the applicable requirements of the deposit agreement, to have authorized and directed the depositary to give a discretionary proxy to the chairman of our board of directors, or the chairman’s designee, to vote the shares on deposit in respect of their ADSs in his discretion, which may not be in the interest of the holders of ADSs.

An ADS holder will not be able to exercise cumulative voting rights on an individual basis in the elections of directors and/or supervisors under the deposit agreement. This means that if at least 51% of the votes represented by outstanding ADSs are cast for a particular director or supervisor for a particular open position in an election, the depositary shall, subject to the terms of the deposit agreement, cause all of the shares underlying the outstanding ADSs to be voted in favor o f the director or supervisor.

By accepting and continuing to hold ADSs or any interest therein, a holder will be deemed to have agreed to the voting provisions set forth in the deposit agreement, as such provisions may be amended from time to time to comply with applicable R.O.C. law.

There can be no assurance that a holder will receive notice of shareholders’ meetings sufficiently prior to the date established by the depositary for receipt of instructions to enable him to give timely voting instructions.

C. Material Contracts

Immunity Agreement with Freescale Semiconductor, Inc.

We entered into a license agreement with Motorola Inc. or Motorola, in November 1996 under which Motorola licensed to us the technology for ball grid array as well as any future technology relating to ball grid array. Under the terms of the agreement, we make royalty payments based on the number of pads or balls used in our packages. This agreement will expire in December 2010.

In April 2004, Motorola spun off its semiconductor product business into a subsidiary Freescale Semiconductor, Inc. Motorola has assigned this agreement to Freescale Semiconductor, Inc., and Freescale Semiconductor, Inc. has assumed all of its rights, duties and obligations under the agreement, in connection with the spin-off.

License Agreement with Flip Chip International, L.L.C.

We entered into a license agreement in November 1999, under which Flip Chip International licensed to us the package design technology that enables us to attach silicon dies directly to substrates using solder bumping rather than wire bonding technology. Under the terms of this agreement, we make royalty payments based on the number of bumped wafers produced. This license originally was to expire in November 2009.

In December 2008, we amended our license agreement with Flip Chip International, in which for a one-time payment, Flip Chip International granted us a perpetual license for the package design technology.

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D. Exchange Controls

R.O.C. Foreign Exchange Control Statute and regulations provide that all foreign exchange transactions must be executed by banks designated to handle such business by the Ministry of Finance or by the Central Bank of China. Current regulations favor trade-related foreign exchange transactions. Consequently, foreign currency earned from exports of merchandise and services may now be retained and used freely by exporters, and all foreign currency needed for the importation of merchandise and services may be purchased freely from the designated foreign exchange banks.

Aside from trade-related foreign exchange transactions, R.O.C. companies and resident individuals may, without foreign exchange approval, remit outside the R.O.C. foreign currency of up to US$50.0 million (or its equivalent) and US$5.0 million (or its equivalent), respectively, in each calendar year. In addition, R.O.C. companies and resident individuals may, without foreign exchange approval, remit into the R.O.C. foreign currency of up to US$50.0 million (or its equivalent) and US$5.0 million (or its equivalent), respectively, in each calendar year. Furthermore, any remittance of foreign currency into R.O.C. by an R.O.C. company or resident individual in a year will be offset by the amount remitted out of R.O.C. by the company or individual (as applicable) within its annual quota and will not use up its annual inward remittance quota to the extent of such offset. The above limits apply to remittances involving a conversion of NT dollars to a foreign currency and vice versa. A requirement is also imposed on all enterprises to register medium- and long-term foreign debt with the Central Bank of China.

In addition, foreign persons may, subject to certain requirements but without foreign exchange approval of the Central Bank of China, remit outside and into the R.O.C. foreign currencies of up to US$100,000 (or its equivalent) for each remittance. The above limit applies to remittances involving a conversion of NT dollars to a foreign currency and vice versa. The above limit does not, however, apply to the conversion of NT dollars into other currencies, including US dollars, in respect of the proceeds of sale of any underlying shares withdrawn from a depositary receipt facility.

E. Taxation

ROC Tax Considerations

The following summarizes the principal Taiwan tax consequences of owning and disposing of ADSs and shares for non-residents of Taiwan. Investors in our ADSs are advised to consult their own tax advisers as to United States, Taiwan or other tax consequences of the purchase, ownership and disposition of ADSs.

The following is a general summary of the principal R.O.C. tax consequences of the ownership and disposition of ADSs representing common shares to a non-resident individual or entity. The summary description applies only to a holder that is:

• an individual who is not an R.O.C. citizen, who owns ADSs and who is not physically present in the R.O.C. for 183 days or more during any calendar year; or

• a corporation or a non-corporate body that is organized under the laws of a jurisdiction other than the R.O.C. for profit-making purposes and has no fixed place of business or other permanent establishment in the R.O.C..

Holders of ADSs are urged to consult their own tax advisors as to their particular R.O.C. tax consequences from owning the ADSs.

Dividends

Dividends declared by us out of our retained earnings and distributed to the holders are subject to R.O.C. withholding tax, currently at the rate of 20%, on the amount of the distribution, in the case of cash dividends, or on the par value of the common shares in the case of stock dividends. However, a 10% R.O.C. retained earnings tax paid by us on our undistributed after-tax earnings, if any, would provide a credit of up to 10% of the gross amount of any dividends declared out of those earnings that would reduce the 20% R.O.C. tax imposed on those distributions.

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Capital Gains

Under R.O.C. law, capital gains on transactions in the common shares are currently exempt from income tax. In addition, transfers of ADSs are not regarded as a sale of an R.O.C. security and, as a result, any gains on such transactions are not subject to R.O.C. income tax.

Securities Transaction Tax

A securities transaction tax, at the rate of 0.3% of the sales proceeds, will be withheld upon a sale of common shares in the R.O.C.. Transfers of ADSs are not subject to R.O.C. securities transaction tax. Withdrawal of common shares from the deposit facility is not subject to R.O.C. securities transaction tax.

Estate and Gift Tax

R.O.C. estate tax is payable on any property within the R.O.C. of a deceased who is an individual, and R.O.C. gift tax is payable on any property within the R.O.C. donated by an individual. Estate tax is currently payable at rate of 10%. Gift tax is payable at rate of 10%. Under R.O.C. estate and gift tax laws, common shares issued by R.O.C. companies are deemed located in the R.O.C. regardless of the location of the holder. It is unclear whether a holder of ADSs will be considered to hold common shares for this purpose.

Tax Treaty

The R.O.C. does not have a double taxation treaty with the United States. On the other hand, the R.O.C. has double taxation treaties with Indonesia, Singapore, South Africa, Australia, Vietnam, New Zealand, Malaysia, Macedonia, Swaziland, Gambia, The Netherlands, the United Kingdom, Senegal and Sweden which may limit the rate of R.O.C. withholding tax on dividends paid with respect to common shares in R.O.C. companies. It is unclear whether ADS holders will be considered holders of common shares for the purposes of these treaties. Accordingly, if the holders may otherwise be entitled to the benefits of the relevant income tax treaty, the holders should consult their tax advisors concerning their eligibility for the benefits with respect to the ADSs.

U.S. Federal Income Tax Considerations For U.S. Persons

The following is a summary of the material U.S. federal income tax consequences for beneficial owners of our shares or ADSs that have purchased such shares or ADSs, that hold the shares or ADSs as capital assets, and that are U.S. holders and non-residents of the R.O.C.. You are a U.S. holder if you are, for U.S. federal income tax purposes, any of the following:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source;

• a trust that is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust; or

• a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

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This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. It is for general purposes only and you should not consider it to be tax advice. In addition, it is also based in part on representations by the depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms. This summary does not represent a detailed description of all the U.S. federal income tax consequences to you in light of your particular circumstances and does not address the effects of any state, local or non-U.S. tax laws (or other U.S. federal tax consequences, such as U.S. federal estate or gift tax consequences). In addition, it does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

• a dealer in securities or currencies;

• a trader in securities if you elect to use a mark-to-market method of accounting for your securities holdings;

• a financial institution or an insurance company;

• a tax-exempt organization;

• a regulated investment company;

• a real estate investment trust;

• a person liable for alternative minimum tax;

• a person holding shares or ADSs as part of a hedging, integrated or conversion transaction, constructive sale or straddle;

• a partnership or other pass-through entity for U.S. federal income tax purposes;

• a person owning, actually or constructively, 10% or more of our voting stock; or

• a U.S. holder whose “functional currency” is not the United States dollar.

We cannot assure you that a later change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership holds our shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our shares or ADSs, you should consult your tax advisor.

You should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the ownership and disposition of the shares or ADSs, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

In general, for U.S. federal income tax purposes, a U.S. person who is the beneficial owner of an ADS will be treated as the owner of the shares underlying its ADS. However, the U.S. Treasury has expressed concerns that parties involved in transactions in which depositary shares are pre-released may be taking actions that are inconsistent with the claiming of foreign tax credits by the holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of the creditability of R.O.C. taxes and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below could be affected by future actions taken by parties to whom the ADSs are released. Deposits or withdrawals of shares by U.S. holders for ADSs generally will not be subject to U.S. federal income tax.

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Taxation of Dividends

Except as discussed below with respect to the passive foreign investment company rules, the amount of distributions (other than certain pro rata distributions of shares to all shareholders) you receive on your shares or ADSs, including net amounts withheld in respect of R.O.C. withholding taxes, will generally be treated as dividend income to you if the distributions are made from our current and accumulated earnings and profits as calculated according to U.S. federal income tax principles. In determining the net amounts withheld in respect of R.O.C. taxes, any reduction in the amount withheld on account of a R.O.C. credit in respect of the 10% retained earnings tax imposed on us is not considered a withholding tax and will not be treated as distributed to you or creditable by you against your U.S. federal income tax. Such income will be includible in your gross income as ordinary income on the day you actually or constructively receive it, which in the case of an ADS will be the date actually or constructively received by the depositary. The amount of any distribution of property other than cash will be the fair market value of such property on the date it is distributed. You will not be entitled to claim a dividend received deduction with respect to distributions you receive from us.

With respect to U.S. holders who are individuals, certain dividends received from a foreign corporation before January 1, 2011, on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States may be subject to reduced rates of taxation. U.S. Treasury Department guidance indicates that our ADSs, which are listed on the NASDAQ, but not our shares, are readily tradable on an established securities market in the United States. Thus, we do not believe that dividends that we pay on our shares that are not backed by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will continue to be readily tradable on an established securities market in later years (or that our shares will be readily tradable on an established securities market in any given year). Individuals that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of the trading status of our shares or ADSs. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Holders should consult their own tax advisors regarding the application of these rules given their particular circumstances.

The amount of any dividend paid in a currency other than the United States dollar, such as NT dollars, which we refer to as “foreign currency,” will equal the US dollar value of the foreign currency you receive, calculated by reference to the exchange rate in effect on the date you actually or constructively receive the dividend, which in the case of an ADS will be the date actually or constructively received by the depositary, regardless of whether the foreign currency is actually converted into US dollars. If the foreign currency received as a dividend is not converted into US dollars on the date of receipt, you will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss you realize if you subsequently sell or otherwise dispose of the foreign currency will be ordinary income or loss from sources within the United States for foreign tax credit limitation purposes.

Subject to certain limitations under the Code, you may be entitled to a credit or deduction against your federal income taxes for the net amount of any R.O.C. taxes that are withheld from dividend distributions made to you. The election to receive a credit or deduction must be made annually, and applies to all foreign taxes for the applicable tax year. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends we pay with respect to shares or ADSs will generally be considered passive income from sources outside the U.S. Furthermore, you will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on shares or ADSs if you (1) have held shares or ADSs for less than a specified minimum period during which you are not protected from risk of loss or, (2) are obligated to make payments related to the dividends. The rules governing the foreign tax credit are complex. We therefore urge you to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

To the extent that the amount of any distribution you receive exceeds our current and accumulated earnings and profits for a taxable year as determined under U.S. federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in your adjusted basis in the shares or ADSs and thereby increasing the amount of gain, or decreasing the amount of loss, you will recognize on a subsequent disposition of the shares or ADSs. The balance in excess of adjusted basis, if any, will be taxable to you as capital gain recognized on a sale or exchange. However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend, as discussed above.

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It is possible that pro rata distributions of shares or ADSs to all shareholders may be made in a manner that is not subject to U.S. federal income tax. In the event that such distributions are tax-free, the basis of any new shares or ADSs so received will generally be determined by allocating the U.S. holder’s basis in the old share or ADSs between the old shares or ADSs and the new shares or ADSs, based on their relative fair market values on the date of distribution. For U.S. tax purposes, any such tax-free share or ADS distribution and any distributions in excess of current and accumulated earnings and profits generally would not result in foreign source income to you. Consequently, you may not be able to use the foreign tax credit associated with any R.O.C. withholding tax imposed on such distributions unless you can use the credit against United States tax due on other foreign source income in the appropriate category for foreign tax credit purposes. You should consult your own tax advisors regarding all aspects of the foreign tax credit.

Taxation of Capital Gains

Except as discussed below with respect to the passive foreign investment company rules, when you sell or otherwise dispose of your shares or ADSs, you will generally recognize capital gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized for the shares or ADSs and your basis in the shares or ADSs, determined in U.S. dollars. For foreign tax credit limitation purposes, such gain or loss will generally be treated as U.S. source. If you are an individual, and the shares or ADSs being sold or otherwise disposed of are capital assets that you have held for more than one year, your gain recognized will be eligible for reduced rates of taxation. Your ability to deduct capital losses is subject to limitations.

If you pay any R.O.C. securities transaction tax, such tax is not treated as an income tax for U.S. federal income tax purposes, and therefore will not be a creditable foreign tax for U.S. federal income tax purposes. However, subject to limitations under the Code, such tax may be deductible. You are urged to consult your tax advisors regarding the U.S. federal income tax consequences of these taxes.

Passive Foreign Investment Company

Based on the composition of our income and valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company (“PFIC”) for 2008 and do not expect to become one in the future, although there can be no assurance in this regard.

In general, a company is considered a PFIC for any taxable year if either:

• at least 75% of its gross income is passive income, which generally includes income derived from certain dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business or not derived from a related person), annuities or property transactions; or

• at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income.

The 50% of value test is based on the average of the value of our assets for each quarter during the taxable year. If we own at least 25% by value of another company’s stock, we will be treated, for purposes of the PFIC rules, as owning our proportionate share of the assets and receiving our proportionate share of the income of that company.

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Our determination that we were not a PFIC in 2008 is based on a current valuation of our assets, including goodwill. In calculating goodwill, we have valued our total assets based on our total market value, which is based on the market value of our shares and is subject to change. In addition, we have made a number of assumptions regarding the amount of this value allocable to goodwill. We believe our valuation approach is reasonable. However, it is possible that the Internal Revenue Service will challenge the valuation of our goodwill, which may also result in us being classified as a PFIC.

In addition, the determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. Because we have valued our goodwill based on the market value of our shares, a decrease in the price of our shares may result in our becoming a PFIC.

If we are a PFIC for any taxable year during which you hold our shares or ADSs, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of our shares or ADSs. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for our shares or ADSs will be treated as excess distributions. Under these special tax rules:

• the excess distribution or gain will be allocated ratably over your holding period for our shares or ADSs;

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and

• the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

If you hold our shares or ADSs in any year in which we are a PFIC, you are required to file Internal Revenue Service Form 8621.

If we are a PFIC for any taxable year and any of our foreign subsidiaries is also a PFIC, a U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

In certain circumstances, a U.S. holder, in lieu of being subject to the PFIC rules discussed above, may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method provided that such stock is regularly traded on a qualified exchange. Under this method, any difference between the stock’s fair market value and its adjusted basis at the end of the year is accounted for by either an inclusion in income or a deduction from income, as described below. Under current U.S. Treasury Department guidance, the mark-to-market election may be available to you because the ADSs are listed on the NASDAQ Stock Market’s National Market which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for the purposes of the mark-to-market election. You should also note that only the ADSs and not the shares are listed on the NASDAQ Stock Market’s National Market. The shares are listed on the Taiwan Stock Exchange and must meet certain trading, listing, financial disclosure and other requirements to be treated as a qualified exchange under applicable U.S. Treasury regulations for purposes of the mark-to-market election, and no assurance can be given that the shares will be “regularly traded” for purposes of the mark-to-market election.

If you make an effective mark-to-market election, you will include in income each year as ordinary income the excess of the fair market value of your PFIC shares or ADSs at the end of the year over your adjusted tax basis in the shares. You will be entitled to deduct as an ordinary loss each year the excess of your adjusted tax basis in the shares or ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

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Your adjusted tax basis in PFIC shares or ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years, unless the shares or ADSs are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election. You should consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

Alternatively, a U.S. holder of shares or ADSs in a PFIC can sometimes avoid the rules described above by electing to treat us as a “qualified electing fund” under section 1295 of the Code. This option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

U.S. holders who are individuals will not be eligible for reduced rates of taxation on any dividends received from us prior to January 1, 2011, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. You should consult your own tax advisors concerning the U.S. federal income tax consequences of holding our shares or ADSs if we are considered a PFIC in any taxable year.

Information Reporting and Backup Withholding

In general, unless you are an exempt recipient such as a corporation, information reporting will apply to dividends in respect of the shares or ADSs and to the proceeds from the sale, exchange or redemption of your shares or ADSs that are paid to you within the United States (and in some cases, outside of the United States). Additionally, if you fail to provide your taxpayer identification number, or fail either to report in full dividend and interest income or to make the necessary certifications of other exempt status, you may be subject to backup withholding.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided you furnish the required information to the Internal Revenue Service.

Inheritance and Gift Tax

Certain R.O.C. inheritance and gift taxes may be imposed on holders of ADSs. You should consult your own tax advisor regarding the effect of such taxes on your particular situation.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We have filed this annual report on Form 20-F, including exhibits, with the SEC. As allowed by the SEC, in Item 19 of this annual report, we incorporate by reference certain information we filed with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this annual report.

You may read and copy this annual report, including the exhibits incorporated by reference in this annual report, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices in New York, New York, and Chicago, Illinois. You can also request copies of this annual report, including the exhibits incorporated by reference in this annual report, upon payment of a duplicating fee, by writing to the SEC’s Public Reference Room for information.

The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. Our annual report and some of the other information submitted by us to the SEC may be accessed through this website.

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I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rates and foreign exchange rates, of financial instruments. We are exposed to various types of market risks, including changes in interest rates and foreign currency exchange rates, in the normal course of business.

Foreign Exchange Risk

Substantial portions of our revenues and expenses are denominated in currencies other than the NT dollar. In 2008, sales in the amount of US$1,455 million were denominated in US dollars. In 2008, material purchases from our overseas vendors in the amounts of US$380.4 million and ¥9,671.2 million were denominated in US dollars and Japanese yen, respectively. As of December 31, 2008, we had certificates of deposit, bank deposits and accounts receivable denominated in US dollars of US$194.9 million. As of December 31, 2008, we also had accounts payable, bonds payable and other liabilities denominated in US dollars and the Japanese yen of US$62.6 million and of ¥2,332.1 million, respectively. Our foreign currency revenues in general exceed our foreign currency expenses. We use the policy of natural hedging to reduce our foreign exchange exposure arising out of changes in the rates of exchange among the Japanese Yen, the US dollar and the NT dollar.

	Expected Maturity Date
Expressed in NT$ amount (in millions)	2009		2010		2011		2012		2013		Thereafter		Total		Fair value
On-balance sheet financial instruments
Assets
Marketable Securities Time Deposit (US$)		2,010.82		—		—		—		—		—		2,010.82		2,010.82
Liabilities
Long-term Debt:
Fixed Rate (US$)		—		—		—		—		—		—		—		—
Variable Rate (US$)		—		—		—		—		—		—		—		—
Average interest rate		—		—		—		—		—		—		—		—

Interest Rate Risk

Our major market risk exposure is changing interest rates. Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations. We primarily enter into debt obligations to support general corporate purposes including capital expenditures and working capital needs. We have not entered into any interest rate swaps, caps or any contracts hedge to modify our exposure to interest rate movements.

The table below presents annual principal amounts due and related weighted average interest rates by year of maturity for our debt obligations outstanding as of December 31, 2008.

												2013 and
Debt Obligations	2009			2010			2011			2012		thereafter
	(in millions, except percentages)
US$-denominated debt:
Fix rate		—			—			—			—		—
Interest rate		—			—			—			—		—
NT$-denominated debt:
Variable rate		—			—			—			—		—
Average interest rate		—			—			—			—		—
Fix rate		750			1,500			750			—		—
Interest rate		2.093	%		2.093	%		2.093	%		—		—
RMB-denominated debt:
Variable rate		—			—			—			—		—
Average interest rate		—			—			—			—		—
Fair value		757			1,527			769			—		—

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Item 12. Description of Securities Other Than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None of these events occurred in any of the years ended December 31, 2006, 2007 and 2008.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2008, an evaluation has been carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding the required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2008.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008 using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2008. The effectiveness of internal control over financial reporting has been audited by PricewaterhouseCoopers, an independent registered public accounting firm, which also audited our consolidated financial statements for the year ended December 31, 2008, as stated in their report included on page F-2.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Jing-Shan Aur is our audit committee financial expert and an independent director. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Audit Committee.”

Item 16B. Code of Ethics

We have adopted a code of ethics which applies to our directors, employees and officers, including our Chief Executive Officer and Chief Financial Officers (our principal accounting officer). No changes have been made to the code of ethics since its adoption and no waivers have been granted therefrom to our directors or employees. We have filed this code of ethics as an exhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2003, which exhibit is incorporated by reference as an exhibit to this annual report, and a copy is available to any shareholder upon request. This code of ethics is also available on our website at www.spil.com.tw.

Item 16C. Principal Accountant Fees and Services

PricewaterhouseCoopers has served as our independent public accountant for each of the fiscal years in the three-year period ended December 31, 2008, for which audited financial statements appear in this annual report.

The following table presents the aggregate fees for professional services and other services rendered by PricewaterhouseCoopers to us in 2007 and 2008.

	2007		2008		2008
	NT$		NT$		US$
	(in thousands)		(in thousands)		(in thousands)
Audit Fees(1)		22,220		21,980		670.9
Audit-related Fees(2)		570		380		11.6
Tax Fees(3)		3,590		3,470		105.9
Total		26,380		25,830		788.4

(1)	Audit fees consist of fees billed for the audit or review of our annual financial statements, internal control over financial reporting, quarterly financial statements, and related statutory and regulatory filings.
(2)	Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above as “Audit Fees”, including consultations of financial accounting and reporting standards.
(3)	Tax fees include fees billed for tax compliance services and tax advice services.

76

Pre-approval Policies and Procedures

Our audit committee is responsible for the oversight of our independent accountants’ work. The policy of our audit committee is to pre-approve all audit and non-audit services provided by PricewaterhouseCoopers, including audit services, audit-related services, tax services and other services, as described above.

Item 16D. Exemptions from the Listing Standards for Audit Committees

None.

Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

In general, corporate governance principles for Taiwanese companies are set forth in the R.O.C. Company Act, the R.O.C. Securities and Exchange Act and, to the extent they are listed on the Taiwan Stock Exchange, listing rules of the Taiwan Stock Exchange. Corporate governance principles under provisions of R.O.C. law may differ in significant ways to corporate governance standards for U.S. NASDAQ-listed companies. Under the latest amendment to the NASDAQ Marketplace Rule 4350(a)(1), foreign private issuers are permitted to follow certain home country corporate governance practices in lieu of the requirements of Rule 4350. Under the amendment, foreign private issuers must disclose alternative home country practices they follow. The following are the requirements of Rule 4350 we do not follow and the home country practices we follow.

Under the Rule 4350(c)(1), a majority of the board of directors must comprise of independent directors. We have three independent directors out of a total of nine directors on our board. Our standards in determining director independence substantially comply with the NASDAQ requirements, which include detailed tests for determining director independence. In Taiwan, in order to strengthen corporate governance of Taiwanese companies, the R.O.C. Securities and Exchange Act Article 14-2 provides that public companies may appoint independent directors in accordance with its articles of incorporation, as long as it is compliant with related requirements and regulations of the R.O.C. The government authority, however, may require a company to appoint two or more independent directors, who shall account for one-fifth or more of its total directors, depending on such company’s scale, shareholder structure, type of operations and other essential factors.

Under Rule 4350(c)(2), the company is required to have regularly scheduled meetings at which only independent directors are present. We do not hold executive sessions of non-management directors as the election of independent directors is not required by the R.O.C. Company Act. However, once our independent directors are elected, they will participate in committee meetings of which they are committee members. In particular, we expect our independent directors to serve on our audit committee. Our audit committee will meet regularly.

77

Rule 4350(c)(3) requires that compensation of the chief executive officer of the company must be determined, or recommended to the board, either by a majority of the independent director or an independent compensation committee. We currently follow the practice under R.O.C. Company Act, which requires that the compensation of directors be approved by shareholders. In addition, we also follow Article 29 of the R.O.C. Company Act, which provides that the compensation of executive officers of the company shall be decided by resolutions adopted by the majority of the board at a meeting satisfying a quorum of more than one-half of the directors.

Under Rule 4350(c)(4), director nominees must either be selected, or recommended for the Board’s selection, either by a majority of the independent directors or an independent nominations committee. The R.O.C. Company Act expressly grants the power of nomination to the shareholders, as well as to the board of directors. Under the R.O.C. Company Act and the interpretations thereof, candidates to serve as directors are nominated either by the board of directors prior to the shareholders’ meeting or by the shareholders during the election of the director. Therefore, the requirement of a nominations committee is in conflict with the R.O.C. Company Act. We currently follow the home country practice.

Under the Rule 4350(h), each issuer shall conduct a review of all related party transactions on an ongoing basis and all such transactions shall be approved by the company’s audit committee or another comparable independent body.

Under Rule 4350(i)(1) (A), each issuer shall require shareholder approval when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants. Under the corresponding domestic requirements in the R.O.C. Company Act and the R.O.C. Securities and Exchange Act, shareholders’ approval is required for the distribution of employee bonuses in the form of stock, while the board of director has authority, subject to the approval of the R.O.C. SFB, to approve employee stock option plans and to grant options to employees pursuant to such plans. We follow the home country practice. R.O.C. law provides for specific safeguards on employee stock option grants. Options granted under the plans are subject to certain statutory volume limitations. Under the R.O.C. Company Act, the directors of a company may not receive stock options because they are not considered “employees” of the company.

78

PART III

Item 17. Financial Statements

We have elected to provide the financial statements and related information specified in Item 18.

Item 18. Financial Statements

The following is a list of the audited financial statements and reports of independent registered public accounting firm included in this annual report beginning on page F-1.

	Page
SILICONWARE PRECISION INDUSTRIES CO., LTD.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2007 and 2008		F-4
Consolidated Statements of Income for the Years Ended December 31, 2006, 2007 and 2008		F-6
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2006, 2007 and 2008		F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2007 and 2008		F-10
Notes to Consolidated Financial Statements		F-12
CHIPMOS TECHNOLOGIES INC.
Report of Independent Registered Public Accounting Firm		F-76
Consolidated Balance Sheets as of December 31, 2005 and 2006		F-77
Consolidated Income Statements for the Years Ended December 31, 2004, 2005 and 2006		F-79
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2004, 2005 and 2006		F-81
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2005 and 2006		F-82
Notes to Consolidated Financial Statements		F-84

79

Item 19. Exhibit Index

Exhibit
Number		Description of Exhibits
	*1.1	Articles of Incorporation of Siliconware Precision Industries Co., Ltd., as amended on June 13, 2007 (English translation)
	2.1	Form of the Second Amended and Restated Deposit Agreement among Siliconware Precision Industries Co., Ltd., Citibank, N.A. and Holders and Beneficial owners of American Depositary Shares issued thereunder, including the form of American Depositary Receipts(1)
	4.1	Immunity Agreement with Motorola, Inc. (effective from November 5, 1996 to December 31, 2010)(2)
	4.2	License Agreement with Flip Chip Technologies, L.L.C. (effective from November 28, 1999 to November 27, 2009)(3)
	4.3	Joint Venture Agreement with Mosel Vitelic, Inc. (English translation)(4)
	*8.1	List of Significant Subsidiaries of Siliconware Precision Industries Co., Ltd.
	11.1	Code of Ethics(5)
	*12.1	Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	*12.2	Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	*13.1	Certification by our Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	*13.2	Certification by our Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	filed herewith.
(1)	Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.
(2)	Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.
(3)	Incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.
(4)	Incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.
(5)	Incorporated by reference to Exhibit 11.1 to our Year 2003 Form 20-F filed with the SEC on June 28, 2004.

80

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

SILICONWARE PRECISION INDUSTRIES CO., LTD.
By:	/s/ Eva Chen
	Name:	Eva Chen
	Title:	Chief Financial Officer

Date: May 18, 2009

81

INDEX TO THE FINANCIAL STATEMENTS

	Page
SILICONWARE PRECISION INDUSTRIES CO., LTD.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2007 and 2008		F-4
Consolidated Statements of Income for the Years Ended December 31, 2006, 2007 and 2008		F-6
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2006, 2007 and 2008		F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2007 and 2008		F-10
Notes to Consolidated Financial Statements		F-12
CHIPMOS TECHNOLOGIES INC.
Report of Independent Registered Public Accounting Firm		F-76
Consolidated Balance Sheets as of December 31, 2005 and 2006		F-77
Consolidated Income Statements for the Years Ended December 31, 2004, 2005 and 2006		F-79
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2004, 2005 and 2006		F-81
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2005 and 2006		F-82
Notes to Consolidated Financial Statements		F-84

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
     Siliconware Precision Industries Co., Ltd.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of Siliconware Precision Industries Co., Ltd. and its subsidiaries at December 31, 2008 and December 31, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with “Rules Governing the Preparation of Financial Reports by Securities Issuers” and accounting principles generally accepted in the Republic of China (“ROC GAAP”). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We did not audit the financial statements of ChipMOS Technologies Inc., an investee accounted for under the equity method, which statements reflect total revenues of NT$19,824,561 thousand for the year ended December 31, 2006. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for ChipMOS Technologies Inc., is based solely on the report of the other auditors. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the Republic of China. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F-2

Accounting principles generally accepted in the Republic of China vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Notes 33 and 34 to the consolidated financial statements.

As discussed in Note 3, commencing from January 1, 2006, the Company adopted amended Statement of Financial Accounting Standard No. 34, “Accounting for Financial Instruments", and No. 36, “Disclosure and Presentation of Financial Instruments". Commencing from January 1, 2008, the Company adopted R.O.C. EITF 96-052 “Accounting for Employees’ Bonuses and Directors’ and Supervisors’ Remuneration” as prescribed by the Accounting Research and Development Foundation, R.O.C..

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Taichung, Taiwan
Republic of China
May 15, 2009

F-3

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF DOLLARS)

	December 31,
	2007			2008
	NT$			NT$			US$
							(Note 2)
ASSETS
Current Assets
Cash (Note 4)		22,624,658			18,840,965			575,121
Notes receivable, net		116,622			46,173			1,409
Accounts receivable, net (Notes 5 and 25)		11,257,006			7,290,315			222,537
Other financial assets, current (Notes 25 and 26)		688,105			464,557			14,181
Inventories (Note 6)		3,460,983			2,383,067			72,743
Deferred income tax assets, current (Note 22)		1,268,774			425,761			12,996
Other current assets — other		626,599			696,466			21,260
		40,042,747			30,147,304			920,247
Long-term Investments
Available-for-sale financial assets, noncurrent (Notes 7 and 30)		4,873,284			1,075,480			32,829
Financial assets carried at cost (Notes 8 and 30)		719,055			322,036			9,830
		5,592,339			1,397,516			42,659
Property, Plant and Equipment (Notes 10 and 25)
Cost:
Land		2,892,083			2,902,823			88,609
Buildings		9,594,035			11,435,051			349,055
Machinery and equipment		51,980,903			53,528,647			1,633,964
Utility equipment		1,023,203			1,225,810			37,418
Furniture and fixtures		819,737			829,769			25,329
Other equipment		2,087,567			2,356,471			71,931
		68,397,528			72,278,571			2,206,306
Less: Accumulated depreciation		(31,986,343	)		(34,090,559	)		(1,040,615	)
Construction in progress and prepayments for equipment		2,211,180			651,621			19,891
		38,622,365			38,839,633			1,185,582
Other Assets
Refundable deposits		10,457			10,034			306
Deferred charges		766,713			727,025			22,192
Deferred income tax asset, noncurrent (Note 22)		527,213			2,061,567			62,929
Other assets — other (Note 11)		211,252			197,122			6,018
		1,515,635			2,995,748			91,445
TOTAL ASSETS		85,773,086			73,380,201			2,239,933

The accompanying notes are an integral part of these consolidated financial statements.

(Continued)

F-4

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(EXPRESSED IN THOUSANDS OF DOLLARS)

	December 31,
	2007			2008
	NT$			NT$			US$
							(Note 2)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Short-term loans (Notes 12 and 30)		529,323			654,933			19,992
Notes payable		769			655			20
Accounts payable (Note 25)		6,430,221			4,836,163			147,624
Income tax payable (Note 22)		1,501,656			821,878			25,088
Accrued expenses		2,442,444			3,184,879			97,219
Other payables (Notes 13 and 25)		2,633,392			1,253,730			38,270
Current portion of long-term loans (Note 15)		—			749,354			22,874
Other current liabilities		141,516			164,589			5,024
		13,679,321			11,666,181			356,111
Long-term Liabilities
Long-term loans (Notes 15 and 30)		2,995,871			2,248,065			68,622
		2,995,871			2,248,065			68,622
Other Liabilities (Note 16)		189,740			151,834			4,635
Total Liabilities		16,864,932			14,066,080			429,368
Stockholders’ Equity
Capital stock (Notes 1 and 17)		30,734,245			31,525,899			962,329
Capital reserve (Note 18)
Additional paid in capital		14,456,352			14,456,352			441,280
Premium arising from merger		1,951,563			1,951,563			59,572
Other		250,709			412,296			12,585
Retained earnings (Note 19)
Legal reserve		3,340,131			5,089,066			155,344
Unappropriated earnings		17,761,366			6,453,435			196,991
Unrealized gain on available-for-sale financial assets (Note 7)		1,160,659			—			—
Cumulative translation adjustments		84,926			296,866			9,062
Net loss not recognized as pension cost (Note 16)		(37,613	)		(77,172	)		(2,356	)
Treasury stock (Note 20)		(794,184	)		(794,184	)		(24,242	)
Total Stockholders’ Equity		68,908,154			59,314,121			1,810,565
Commitments and Contingencies (Note 27)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		85,773,086			73,380,201			2,239,933

The accompanying notes are an integral part of these consolidated financial statements.

F-5

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

	For the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
										(Note 2)
Net Operating Revenues (Note 25)		57,125,920			66,177,329			62,402,934			1,904,851
Cost of Goods Sold (Note 25)		(41,893,872	)		(46,758,974	)		(49,456,148	)		(1,509,650	)
Gross Profit		15,232,048			19,418,355			12,946,786			395,201
Operating Expenses (Note 25)
Selling expenses		(717,065	)		(494,598	)		(942,653	)		(28,775	)
General and administrative expenses		(1,078,217	)		(1,441,499	)		(1,677,753	)		(51,213	)
Research and development expenses		(1,194,178	)		(1,287,951	)		(1,382,560	)		(42,203	)
		(2,989,460	)		(3,224,048	)		(4,002,966	)		(122,191	)
Operating Income		12,242,588			16,194,307			8,943,820			273,010
Non-operating Income and Gain
Interest income (Note 30)		396,461			368,610			366,086			11,175
Investment income recognized under the equity method (Note 9)		1,153,630			246,410			—			—
Gain on disposal of investments (Notes 9 and 25)		—			2,323,279			—			—
Others (Note 25)		703,427			689,309			410,581			12,533
		2,253,518			3,627,608			776,667			23,708
Non-operating Expenses and Losses
Interest expenses (Note 30)		(130,443	)		(90,294	)		(89,017	)		(2,717	)
Impairment loss (Notes 7 and 8)		(27,013	)		—			(3,030,605	)		(92,509	)
Others (Note 25)		(61,007	)		(103,129	)		(76,812	)		(2,345	)
		(218,463	)		(193,423	)		(3,196,434	)		(97,571	)
Income from Continuing Operations Before Income Tax		14,277,643			19,628,492			6,524,053			199,147
Income Tax Expense (Note 22)		(948,574	)		(2,139,141	)		(210,523	)		(6,426	)
Net Income		13,329,069			17,489,351			6,313,530			192,721

	For the years ended December 31,
	2006		2007		2008
	NT$		NT$		NT$		US$
Basic Earnings Per Share (in dollars) (Note 23)
Net Income (Before Tax)		4.97		6.35		2.09		0.06
Net Income (After Tax)		4.63		5.66		2.03		0.06
Diluted Earnings Per Share (in dollars) (Note 23)
Net Income (Before Tax)		4.66		6.32		2.08		0.06
Net Income (After Tax)		4.36		5.63		2.01		0.06

The accompanying notes are an integral part of these consolidated financial statements.

F-6

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(EXPRESSED IN THOUSANDS OF DOLLARS)

															Unrealized
															(Loss) Gain on
	Capital Stock Issued						Retained Earnings								Available-for-			Cumulative			Net Loss Not
	Shares								Special			Unappropriated			Sale Financial			Translation			Recognized as			Treasury
2006	(Thousand)		Capital Stock		Capital Reserve		Legal Reserve		Reserve			Earnings			Assets			Adjustments			Pension Cost			Stock			Total
			NT$		NT$		NT$		NT$			NT$			NT$			NT$			NT$			NT$			NT$
Balance at January 1, 2006		2,328,919		23,289,193		8,853,379		1,179,104		141,053			8,241,034			(737	)		(47,463	)		(1,828	)		(828,728	)		40,825,007
Appropriation for legal reserve		—		—		—		824,390		—			(824,390	)		—			—			—			—			—
Reversal of special reserve		—		—		—		—		(91,024	)		91,024			—			—			—			—			—
Remuneration to directors and supervisors		—		—		—		—		—			(149,324	)		—			—			—			—			(149,324	)
Employees’ cash bonuses		—		—		—		—		—			(463,284	)		—			—			—			—			(463,284	)
Employees’ stock bonuses		26,779		267,794		—		—		—			(267,794	)		—			—			—			—			—
Cash dividends		—		—		—		—		—			(4,169,558	)		—			—			—			—			(4,169,558	)
Stock dividends		241,015		2,410,149		—		—		—			(2,410,149	)		—			—			—			—			—
Unrealized gain on available-for-sale financial assets		—		—		—		—		—			—			4,765,885			—			—			—			4,765,885
Conversion of Euro convertible bonds		277,870		2,778,697		5,692,509		—		—			—			—			—			—			—			8,471,206
Employee stock option exercised		13,174		131,741		15,729		—		—			—			—			—			—			—			147,470
Long-term investment adjustment for investee company’s additional paid-in capital		—		—		30,645		—		—			37,300			—			—			—			—			67,945
Long-term investment adjustment for investee company’s cumulative translation adjustments		—		—		—		—		—			—			—			25,187			—			—			25,187
Reversal of long-term investment adjustment for investee company’s unrecognized pension cost		—		—		—		—		—			—			—			—			41			—			41
Long-term investment adjustment for investee company’s treasury stock variances		—		—		—		—		—			—			—			—			—			33,178			33,178
Cash dividends from treasury stock held by subsidiary		—		—		53,391		—		—			—			—			—			—			—			53,391
Net income		—		—		—		—		—			13,329,069			—			—			—			—			13,329,069
Balance at December 31, 2006		2,887,757		28,877,574		14,645,653		2,003,494		50,029			13,413,928			4,765,148			(22,276	)		(1,787	)		(795,550	)		62,936,213

The accompanying notes are an integral part of these consolidated financial statements.

(Continued)

F-7

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
(EXPRESSED IN THOUSANDS OF DOLLARS)

																Unrealized
																Gain (Loss) on
	Capital Stock Issued							Retained Earnings								Available-for-			Cumulative			Net Loss Not
	Shares									Special			Unappropriated			Sale Financial			Translation			Recognized as			Treasury
2007	(Thousand)		Capital Stock		Capital Reserve			Legal Reserve		Reserve			Earnings			Assets			Adjustments			Pension Cost			Stock			Total
			NT$		NT$			NT$		NT$			NT$			NT$			NT$			NT$			NT$			NT$
Balance at January 1, 2007		2,887,757		28,877,574		14,645,653			2,003,494		50,029			13,413,928			4,765,148			(22,276	)		(1,787	)		(795,550	)		62,936,213
Appropriation for legal reserve		—		—		—			1,336,637		—			(1,336,637	)		—			—			—			—			—
Reversal of special reserve		—		—		—			—		(50,029	)		50,029			—			—			—			—			—
Remuneration to directors and supervisors		—		—		—			—		—			(120,797	)		—			—			—			—			(120,797	)
Employees’ cash bonuses		—		—		—			—		—			(821,415	)		—			—			—			—			(821,415	)
Employees’ stock bonuses		35,204		352,035		—			—		—			(352,035	)		—			—			—			—			—
Cash dividends		—		—		—			—		—			(9,974,332	)		—			—			—			—			(9,974,332	)
Stock dividends		58,673		586,726		—			—		—			(586,726	)		—			—			—			—			—
Conversion of Euro convertible bonds		80,711		807,112		1,929,508			—		—			—			—			—			—			—			2,736,620
Employee stock option exercised		11,080		110,798		(16,313	)		—		—			—			—			—			—			—			94,485
Long-term investment adjustment for investee company’s additional paid-in capital		—		—		(18,200	)		—		—			—			—			—			—			—			(18,200	)
Long-term investment adjustment for investee company’s cumulative translation adjustments		—		—		—			—		—			—			—			107,202			—			—			107,202
Unrealized loss on available-for-sale securities		—		—		—			—		—			—			(3,604,489	)		—			—			—			(3,604,489	)
Long-term investment adjustment for investee company’s treasury stock variances		—		—		—			—		—			—			—			—			—			1,366			1,366
Reversal of long-term investment adjustment for investee company’s unrecognized pension cost		—		—		—			—		—			—			—			—			1,787			—			1,787
Net loss not recognized as pension cost		—		—		—			—		—			—			—			—			(37,613	)		—			(37,613	)
Cash dividends from treasury stock held by subsidiary		—		—		117,976			—		—			—			—			—			—			—			117,976
Net income		—		—		—			—		—			17,489,351			—			—			—			—			17,489,351
Balance at December 31, 2007		3,073,425		30,734,245		16,658,624			3,340,131		—			17,761,366			1,160,659			84,926			(37,613	)		(794,184	)		68,908,154

The accompanying notes are an integral part of these consolidated financial statements.

(Continued)

F-8

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
(EXPRESSED IN THOUSANDS OF DOLLARS)

															Unrealized
															Gain (Loss) on
	Capital Stock Issued							Retained Earnings							Available-for-			Cumulative		Net Loss Not
	Shares									Special		Unappropriated			Sale Financial			Translation		Recognized as			Treasury
2008	(Thousand)		Capital Stock		Capital Reserve			Legal Reserve		Reserve		Earnings			Assets			Adjustments		Pension Cost			Stock			Total
			NT$		NT$			NT$		NT$		NT$			NT$			NT$		NT$			NT$			NT$
Balance at January 1, 2008		3,073,425		30,734,245		16,658,624			3,340,131		—		17,761,366			1,160,659			84,926		(37,613	)		(794,184	)		68,908,154
Appropriation for legal reserve		—		—		—			1,748,935		—		(1,748,935	)		—			—		—			—			—
Remuneration to directors and supervisors		—		—		—			—		—		(157,405	)		—			—		—			—			(157,405	)
Employees’ cash bonuses		—		—		—			—		—		(1,100,058	)		—			—		—			—			(1,100,058	)
Employees’ stock bonuses		47,145		471,454		—			—		—		(471,454	)		—			—		—			—			—
Cash dividends		—		—		—			—		—		(13,836,139	)		—			—		—			—			(13,836,139	)
Stock dividends		30,747		307,470		—			—		—		(307,470	)		—			—		—			—			—
Employee stock option exercised		1,273		12,730		(5,335	)		—		—		—			—			—		—			—			7,395
Long-term investment adjustment for investee company’s additional paid-in capital		—		—		5,507			—		—		—			—			—		—			—			5,507
Long-term investment adjustment for investee company’s cumulative translation adjustments		—		—		—			—		—		—			—			211,940		—			—			211,940
Unrealized loss on available-for-sale financial assets		—		—		—			—		—		—			(1,160,659	)		—		—			—			(1,160,659	)
Net loss not recognized as pension cost		—		—		—			—		—		—			—			—		(39,559	)		—			(39,559	)
Cash dividends for treasury stock held by subsidiary		—		—		161,415			—		—		—			—			—		—			—			161,415
Net income		—		—		—			—		—		6,313,530			—			—		—			—			6,313,530
Balance at December 31, 2008		3,152,590		31,525,899		16,820,211			5,089,066		—		6,453,435			—			296,866		(77,172	)		(794,184	)		59,314,121

The accompanying notes are an integral part of these consolidated financial statements.

F-9

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF DOLLARS)

	For the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
										(Note 2)
Cash flows from operating activities
Net income		13,329,069			17,489,351			6,313,530			192,721
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		6,752,711			7,603,913			8,845,225			270,001
Amortization		541,718			564,893			586,439			17,901
Bad debts expense		11,982			8,800			271,091			8,275
Provision for (reversal of) sales allowance		(11,705	)		(19,532	)		120,153			3,668
Gain on disposal of investments		(82,908	)		(2,323,279	)		—			—
Provision for (recovery of) loss on obsolescence and decline in market value of inventories		(2,329	)		18,471			9,065			277
Long-term investment income under the equity method		(1,153,630	)		(246,410	)		—			—
Cash dividends received from long-term investment under the equity method		175,742			—			—			—
Impairment loss		27,013			—			3,030,605			92,509
Investment loss		—			3,891			—			—
Gain on disposal of property, plant and equipment		(45,268	)		(8,670	)		(30,473	)		(930	)
Provision for loss on idle assets		27,672			48,528			43,093			1,315
Amortization of discount on long-term notes		6,537			62,790			1,548			47
Compensation interest on bonds payable		30,810			36			—			—
Foreign currency exchange (gain) loss on bonds payable		(113,157	)		34,880			—			—
(Increase) decrease in assets:
Notes receivable		115,788			(75,511	)		70,449			2,150
Accounts receivable		336,037			(2,042,049	)		3,611,376			110,237
Other financial assets, current		131,029			53,214			248,323			7,580
Inventories		(30,214	)		(635,695	)		1,085,907			33,147
Deferred income tax assets		97,824			575,077			(691,318	)		(21,102	)
Other current assets		41,987			(132,388	)		(66,688	)		(2,036	)
Increase (decrease) in liabilities:
Notes payable		(5,493	)		769			(114	)		(3	)
Accounts payable		(1,009,711	)		2,303,799			(1,618,261	)		(49,397	)
Income tax payable		794,366			554,274			(679,778	)		(20,750	)
Accrued expenses		561,278			221,131			737,548			22,514
Other payables		(368,631	)		413,761			(312,998	)		(9,554	)
Other current liabilities		94,763			(64,436	)		20,847			636
Other liabilities		—			9,175			928			28
Accrued pension liabilities		(3,268	)		3,798			8,195			250
Net cash provided by operating activities		20,250,012			24,422,581			21,604,692			659,484

The accompanying notes are an integral part of these consolidated financial statements.

(Continued)

F-10

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(EXPRESSED IN THOUSANDS OF DOLLARS)

	For the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
										(Note 2)
Cash flows from investing activities
Refund of (payment for) security deposits		9,200			(52,395	)		(19,500	)		(595	)
(Increase) decrease of financial assets carried at cost		(687,840	)		9,163			3,559			109
Purchase of available-for-sale financial assets		—			(2,523,529	)		—			—
Proceeds from disposal of long-term investments		91,386			9,563,882			—			—
Acquisition of property, plant and equipment		(11,038,964	)		(12,151,393	)		(10,048,005	)		(306,716	)
Proceeds from disposal of assets		268,735			397,046			48,911			1,493
Payment for deferred charges		(468,465	)		(638,421	)		(540,914	)		(16,512	)
(Payment for) receipt of refundable deposits		(1,191	)		683			479			15
Net cash used in investing activities		(11,827,139	)		(5,394,964	)		(10,555,470	)		(322,206	)
Cash flows from financing activities
Proceeds from short-term loans		331,107			73,745			687,298			20,980
Repayment of short-term loans		—			—			(603,309	)		(18,416	)
Repayment of long-term loans		(2,046,184	)		(166,443	)		—			—
Redemption of bonds payable		—			(18,945	)		—			—
Receipt (repayment) of deposit-in		256,453			(340,983	)		(86,331	)		(2,636	)
Proceeds from the exercise of employee stock option		147,470			94,485			7,395			226
Remuneration to directors and supervisors		(149,324	)		(120,798	)		(157,405	)		(4,805	)
Payment for cash dividends and employees’ bonuses		(4,579,452	)		(10,677,739	)		(14,774,769	)		(451,000	)
Net cash used in financing activities		(6,039,930	)		(11,156,678	)		(14,927,121	)		(455,651	)
Effect on foreign currency exchange		7,712			22,231			94,206			2,876
Net increase (decrease) in cash		2,390,655			7,893,170			(3,783,693	)		(115,497	)
Cash at the beginning of the year		12,340,833			14,731,488			22,624,658			690,618
Cash at the end of the year		14,731,488			22,624,658			18,840,965			575,121
Supplemental disclosures of cash flow information:
Cash paid for interest (excluding capitalized interest)		134,525			91,459			91,999			2,808
Cash paid for income tax		51,222			994,542			1,575,888			48,104
Supplemental disclosures of partial cash paid for investing activities:
Acquisition of property, plant and equipment		10,703,697			12,540,792			8,974,422			273,945
Add: Payable at the beginning of the year		1,662,379			1,327,112			1,716,511			52,397
Less: Payable at the end of the year		(1,327,112	)		(1,716,511	)		(642,928	)		(19,626	)
Cash paid		11,038,964			12,151,393			10,048,005			306,716
Non-cash investing and financing activities:
Convertible bonds converted to capital stock and premium
Convertible bonds converted to capital stock		2,778,697			807,112			—			—
Convertible bonds converted to paid-in capital		5,692,509			1,929,508			—			—
Converted amount of convertible bonds		8,471,206			2,736,620			—			—
Current portion of long-term loans		—			—			749,354			22,874

The accompanying notes are an integral part of these consolidated financial statements.

F-11

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

1. History and Organization

(1)

Siliconware Precision Industries Co., Ltd. (the “Company”) was incorporated as a company limited by shares under the Company Law of the Republic of China (R.O.C) in May 1984 and was listed on the Taiwan Stock Exchange in April 1993. As of December 31, 2008, issued common stock was NT$31,525,899. The Company is mainly engaged in the assembly, testing and turnkey services of integrated circuits. As of December 31, 2008, the Company and its subsidiaries had 15,762 employees.

(2)

Consolidated subsidiaries:

			% of ownership held by the
			named investors as of December 31,
Name of investor	Name of subsidiaries	Main operating activities	2007			2008
The Company	Siliconware Investment Company Ltd.	Investment activities		100	%		100	%
The Company	SPIL (B.V.I.) Holding Limited	Investment activities		100	%		100	%
SPIL (B.V.I.) Holding Limited	Siliconware USA, Inc.	Communications and relationship maintenance with companies headquartered in North America		100	%		100	%
SPIL (B.V.I.) Holding Limited	SPIL (Cayman) Holding Limited	Investment activities		100	%		100	%
SPIL (Cayman) Holding Limited	Siliconware Technology (Suzhou) Limited	Assembly and testing service providing		100	%		100	%

(3)	Non-consolidated subsidiaries:
	None.
(4)	Adjustments for subsidiaries with different accounting periods:
	None.
(5)	Extraordinary risks from foreign subsidiaries:
	None.
(6)	Material limitations for capital transfer from subsidiaries to the parent company:
	None.
(7)	The parent company’s stocks held by subsidiaries:
	Please refer to Note 20.
(8)	Convertible bonds and stocks issued by subsidiaries:
	Please refer to Note 31.

F-12

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

2. Summary of Significant Accounting Policies

The accompanying consolidated financial statements are prepared in conformity with the “Rules Governing the Preparation of Financial Reports by Securities Issuers” and generally accepted accounting principles in the Republic of China. Accounting principles generally accepted in the Republic of China vary in certain significant respects from accounting principles generally accepted in the United States. The application of accounting principles in the United States would have affected the determination of consolidated net income expressed in New Taiwan dollars, for each of the three years ended December 31, 2008 and the determination of consolidated shareholders’ equity and consolidated financial position also expressed in New Taiwan dollars, as of December 31, 2007 and 2008 to the extent summarized in Note 33 to the consolidated financial statements.

The Company’s significant accounting policies are summarized as follows:

Basic of Consolidation

The Company adopted the R.O.C. Statement of Accounting Standards No. 7, “Consolidated Financial Statements”, which requires an entity to consolidate all of the subsidiaries which it owns, directly or indirectly, more than 50% of the voting rights and which it owns, directly or indirectly, less than 50% of the voting rights but has effective control. Significant inter-company transactions and balances between the Company and its subsidiaries are eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingencies at the date of the financial statements and the reported amounts of revenues, costs of revenue and expenses during the reporting period. Actual results may differ from those estimates.

Translation of Foreign Currency Transactions on Subsidiaries’ Financial Statements

The financial statements of foreign subsidiaries are translated into New Taiwan dollars using the spot rate as of each balance sheet date for asset and liability accounts, average exchange rate for profit and loss accounts, spot rate for dividend and historical exchange rates for equity accounts. The cumulative translation effects for subsidiaries using functional currencies other than the New Taiwan dollar are included in the “cumulative translation adjustments” in stockholders’ equity.

Foreign Currency Transactions

The Company and its subsidiaries maintain their accounts in New Taiwan dollars and their functional currencies, respectively. Transactions denominated in foreign currencies are translated into functional currencies at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into functional currencies at the exchange rates prevailing at the balance sheet date. Exchange gains or losses arising from the aforementioned translations are recognized in the current year’s results.

Convenience Translation into US Dollars

The Company maintains its accounting records and prepares its financial statements in New Taiwan (“NT”) dollars. The United States (“US”) dollar amounts disclosed in the 2008 financial statements are presented solely for the convenience of the reader and were translated at the rate of NT$32.76 (in dollars) to US$1.00 (in dollars), the U.S. Federal Reserve Bank of New York noon buying exchange rate on December 31, 2008. Such translation amounts are unaudited and should not be construed that the NT dollar amounts represent, or have been, or could be, converted into US dollars at that or any other rate.

F-13

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Classification of Current and Noncurrent Assets/Liabilities

A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as noncurrent assets:

(1)	Assets arising from operating activities that are expected to be realized or consumed, or are intended to be sold within the normal operation cycle;
(2)	Assets held mainly for trading purposes;
(3)	Assets that are expected to be realized within twelve months from the balance sheet date;
(4)	Cash or cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as noncurrent liabilities:

(1)	Liabilities arising from operating activities that are expected to be paid off within the normal operating cycle;
(2)	Liabilities arising mainly from trading activities;
(3)	Liabilities that are to be paid off within twelve months from the balance sheet date;
(4)	Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date.

Accounts Receivable

Accounts receivable expected to be collected over one year are recorded at present value by using predetermined interest rate whereas those expected to be collected within one year are not reported at present value due to the fact that the difference between the maturity value and the fair value discounted by implicit interest rate is immaterial and the frequency of transactions is high.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is estimated based on the evaluation of collectibility and aging analysis of notes receivables, accounts receivable and other receivables.

Allowance for Sales Discounts

The allowance for sales discounts is provided based on the estimated allowance to be incurred and is recorded as deduction of accounts receivable.

Inventories

Inventories are recorded at cost when acquired under a perpetual inventory system and are stated at the lower of aggregate cost, determined by the weighted-average method and total inventory approach, or market value at the balance sheet date. The market values of raw materials and supplies are determined on the basis of replacement cost, while market values of finished goods and work in process are determined on the basis of net realizable value. The allowance for loss on obsolescence and decline in market value is recorded based on inventory aging and obsolescence, when necessary.

F-14

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Available-for-sale Securities

Investments in equity securities are recorded at the transaction date, rather than settlement date. Available-for-sale securities are measured at fair value at balance sheet date with changes in fair value recorded as adjustments to the shareholders’ equity. The accumulated adjustments of unrealized gain or loss are realized in earnings in the period when the financial assets are disposed. Fair values of listed securities are measured at their closing price at balance sheet date. The Company recognizes impairment loss whenever there is objective evidence of impairment. Subsequent recovery of such impairment loss shall be recorded as adjustments to shareholder’s equity rather than current earnings.

Financial Assets Carried at Cost

Equity securities measured at fair value along with transaction costs are recorded at the transaction date. Equity securities without quoted market values are recorded at cost. The Company recognizes impairment loss whenever there is objective evidence of impairment. Such impairment loss shall not be reversed when the fair value of the asset subsequently increases.

Long-term Investments Accounted for under Equity Method

A. Long-term equity investments in which the Company owns at least 20% of the voting stocks of the investee companies are accounted for under the equity method, unless the Company cannot exercise significant influence over the investee company. The excess of the acquisition cost over the investee’s fair value of the identifiable net assets acquired is capitalized as goodwill and tested for impairment annually. No prior period adjustment is required for the amortization in previous years. Long-term equity investments in which the Company holds more than 50% of the voting stocks or has controlling interests over the investee companies are included in the quarterly consolidated financial statements.

B. Unrealized gains and losses from transactions between the Company and investee companies accounted for under the equity method are deferred. Profit (loss) from sales of depreciable assets between the investee and the Company is amortized to income over the assets’ economic service lives. Profit (loss) from sales of non-depreciable assets between the investee and the Company is recognized until such profit (loss) is realized. Gains or losses on sales from the Company to equity method investees are deferred in proportion to the Company’s ownership percentages in the investees as deferred credits classified as current or noncurrent liabilities. Gains or losses on sales from equity method investees to the Company are deferred in proportion to the Company’s ownership percentages in the investees until they are realized through transactions with third parties.

C. When the Company’s proportional interest in an equity investee changes after the equity investee issues new shares, the effect of change in the Company’s holding ratio on long-term investment is adjusted to capital reserve. If capital reserve account is insufficient, the effect is then charged to retained earnings.

D. The Company’s proportionate share of the foreign investee’s cumulative translation adjustments related to the translation of the foreign investee’s financial statements into New Taiwan dollars is recognized as “Cumulative Translation Adjustments” in the stockholders’ equity.

F-15

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Property, Plant and Equipment

A. Property, plant and equipment are stated at historical cost. Interest incurred relating to the construction of property, plant and equipment is capitalized and depreciated accordingly.

B. Depreciation is provided on the straight-line method over the assets’ estimated economic service lives, plus an additional year as the salvage value. Salvage values of fixed assets which are still in use after reaching their estimated economic service lives are depreciated over their new estimated remaining service lives. The service lives of fixed assets are 3 to 15 years, except for buildings, which are 20 to 55 years.

C. Maintenance and repairs are expensed as incurred. Significant renewals and improvements are capitalized and depreciated accordingly. When fixed assets are disposed, their original cost and accumulated depreciation are removed from the corresponding accounts, with gain or loss recorded as non-operating income or loss.

D. Idled assets are stated at the lower of book value or net realizable value and are reclassified to other assets. Differences between book value and net realizable value are reported as losses in current earnings.

Deferred Charges

The costs of computer software system purchased externally and tooling costs are recognized as deferred charges and amortized on the straight-line basis over the useful lives of 2 to 10 years. Convertible bond issuance costs are amortized over the period of the bonds.

Land Use Right

The rental cost for Siliconware Technology (Suzhou) Limited to lease the land from the local government is recognized as land use right and amortized on the straight-line method over the contract periods of 50 to 70 years.

Bonds Payable

According to R.O.C. EITF 95-078, “Compound Financial Instrument with Multiple Embedded Derivatives Issue”, as prescribed by Accounting Research and Development Foundation, R.O.C., the Company’s accounting policies for its convertible bonds issued on or prior to December 31, 2005 are as follows:

A. The excess of the stated redemption price over the par value is recognized as interest expense and compensation interest payable using the effective interest method during the period from the issuance date to the last day of the redemption period.

B. When a bondholder exercises his/her conversion rights, the book value of bonds is credited to common stock at an amount equal to the par value of the stock and the excess to capital reserve; no gain or loss is recognized on bond conversion.

C. The related issuance costs of convertible bonds are recorded as deferred charges and amortized over the period of the bonds.

D. For convertible bonds with redemption options, the right of redemption becomes invalid if the bondholder fails to exercise his/her redemption right upon expiration. The balance of the compensation interest payable is amortized over the period from the date following the expiration date to the maturity date using the effective interest method. However, if the fair value of common stocks, which would have been converted on the expiration date of the redemption right, is higher than the redemption price, compensation interest should be reclassified from the liability to additional paid-in capital.

E. The convertible bonds with redemption options are classified as current or noncurrent liabilities based on the date of redemption.

F-16

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Pension Cost

Under a defined benefit plan, the net pension cost is computed based on the results of the actuarial report. The unrecognized net asset or net obligation at transition is amortized over 15 years on a straight-line basis. Under a defined contribution plan, the Company makes contributions to employees’ individual pension accounts during the employees’ service periods. These contributions are recorded as pension costs in the current period.

Income Tax

A. The Company computes its income tax based on the income before tax. In accordance with R.O.C. SFAS No. 22, “Accounting for Income Taxes”, the income tax effect resulting from temporary differences and investment tax credits is recorded as deferred income tax assets or liabilities using the asset and liability method. Deferred tax assets or liabilities are further classified into current or noncurrent and carried at net balance. Valuation allowance on deferred tax assets is provided to the extent that it is more likely than not that the tax benefit will not be realized.

B. The Company adopted R.O.C. SFAS No. 12, “Accounting for Investment Tax Credits”, in determining the investment tax credits. The investment tax credits relating to the acquisition cost of qualifying equipment or technology, qualifying research and development expenditure, qualifying personnel training expenditure and qualifying investments in significant technology companies are recognized as income tax adjustments in the period the tax credits arise.

C. Over or under provisions of prior years’ income tax liabilities are included in the current period’s income tax expense.

D. The Taiwan imputation tax system requires that any undistributed earnings in domestic consolidated entities be subject to an additional 10% corporate income tax, which is recognized as tax expense at the time when the stockholders resolve the distribution of retained earnings.

E. Pursuant to the ROC Alternative Minimum Tax Act, the domestic consolidated entities are required to calculate Alternative Minimum Tax (AMT), a supplemental 10% tax on taxable income including most income that is exempted from regular income tax under various legislations, in addition to the regular tax. If the amount of alternative minimum tax is greater than that of the regular tax, the excess amount shall be reported as current tax expense.

Revenue Recognition

Revenues are recognized when services are provided based on transaction terms and when collectibility is reasonably assured.

Research and Development

Research and development costs are expensed as incurred.

F-17

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Employee Stock Option Plan

According to R.O.C. EITF 92-070, R.O.C. EITF 92-071, R.O.C. EITF 92-072, “Accounting for Employee Stock Option Plans” as prescribed by the Accounting Research and Development Foundation, R.O.C., the Company adopts intrinsic value method for the recording of compensation expenses.

Employees’ Bonuses and Directors’ and Supervisors’ Remunerations

Effective January 1, 2008, pursuant to R.O.C. EITF 96-052 “Accounting for Employees’ Bonuses and Directors’ and Supervisors’ Remuneration” as prescribed by the Accounting Research and Development Foundation, R.O.C., dated March 16, 2007, the Company should no longer treat such bonuses and remunerations as a reduction of retained earnings but record an cost/expense and related liability when the Company has legal obligations and could reasonably estimate such amount.

Treasury Stock

A. The Company records treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock and as a reduction of shareholders’ equity.

B. Upon subsequent disposal of the treasury stock, the excess of the proceeds from disposal over the book value, determined by the weighted-average method, is credited to capital reserve. However, if the book value of the treasury stock exceeds the proceeds from disposal, the excess is first charged against capital reserve arising from treasury stock and the remainder, if any, is charged against retained earnings.

C. Stock of the Company held by the subsidiaries is treated as treasury stock. Subsidiaries’ gain on disposal of the Company’s stock and the cash dividend income received from the Company are recorded as additional paid-in capital — treasury stock.

Earnings Per Share

A. Basic earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by taking into consideration additional common shares that would have been outstanding if the equivalent diluted shares had been issued at the beginning of the year and the related gain or loss incurred from the aforementioned conversion.

B. The Company’s dilutive potential common shares are employee stock options and convertible bonds. In computing the dilutive effects of the employee stock options and convertible bonds, the Company applies the treasury stock method and if-converted method, respectively.

C. Effective January 1, 2008, as employees’ bonuses could be distributed in the form of stock, the diluted EPS computation shall include those estimated shares that would be increased from employees’ stock bonus issuance in the weighted-average number of common shares outstanding during the reporting year, which taking into account the dilutive effects of stock bonus on potential common shares; whereas, basic EPS shall be calculated based on the weighted-average number of common shares outstanding during the reporting year that include the shares of employees’ stock bonuses for the appropriation of prior year earnings, which have already been resolved at the stockholders’ meeting held in the reporting year. Since capitalization of employees’ bonus is no longer considered a distribution of stock dividends (or retained earnings and capital reserve capitalized), the calculation of basic EPS and diluted EPS for all periods presented shall not be adjusted retroactively. However, the accounting treatment for the appropriation of employees’ bonus for 2007 earnings resolved at the stockholders’ meeting held in 2008 is still in accordance with the regulations on capitalization of employees’ bonus under paragraphs 19 and 39 of R.O.C. SFAS No. 24, “Earnings per Share”.

F-18

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Impairment Loss of Non-financial Assets

A. The Company recognizes impairment loss whenever an event occurs or evidence indicates the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is measured as the higher of net selling price or value in use. Net selling price is the amount obtainable from the sale of an asset in an arm’s-length transaction after deducting any direct incremental disposal costs. The value in use is the present value of estimated future cash flows expected to arise in its remained useful life.

B. An impairment loss recognized in prior years is reversed if the impairment loss caused by a specific external event of an exceptional nature is not expected to recur. However, the restored amount is limited to the amount of impairment loss previously recognized. Impairment loss for goodwill cannot be reversed.

3. Effects of Changes in Accounting Principle

A. Effective January 1, 2006, the Company adopted the amended R.O.C. SFAS No. 1, “Conceptual Framework for Financial Accounting and Preparation of Financial Statements”, R.O.C. SFAS No. 5, “Accounting for Long-term Equity Investment”, R.O.C. SFAS No. 7, “Consolidated Financial Statements”, R.O.C. SFAS No. 25, “Business Combinations - Accounting Treatment under Purchase Method” and R.O.C. SFAS No. 35, “Accounting for Assets Impairment”, which discontinued amortization of goodwill. This change of accounting principle had no effect on the financial statements.

B. Effective January 1, 2006, the Company adopted the newly released R.O.C. SFAS No. 34, “Accounting for Financial Instruments” and R.O.C. SFAS No. 36, “Disclosure and Presentation of Financial Instruments”. As a result, the Company’s total assets and total shareholders’ equity increased by NT$9,277,206 as of January 1, 2006 with no impact on net income and earnings per share for the year ended December 31, 2006.

C. Effective January 1, 2008, the Company adopted R.O.C. EITF 96-052 “Accounting for Employees’ Bonuses and Directors’ and Supervisors’ Remuneration” as prescribed by the Accounting Research and Development Foundation, R.O.C., dated March 16, 2007. As a result of the adoption of R.O.C. EITF 96-052, total expenses increased by NT$687,340, net income after tax decreased by NT$515,505, and basic earnings per share decreased by approximately NT$0.17 (in dollars) for the year ended December 31, 2008.

4. Cash

	December 31,
	2007		2008
	NT$		NT$
Cash on hand and petty cash		2,029		2,068
Savings accounts and checking accounts		1,659,703		1,293,207
Time deposits		20,962,926		17,545,690
		22,624,658		18,840,965

As of December 31, 2007 and 2008, the interest rates for time deposits ranged from 1.56% to 4.90% and from 0.20% to 7.11%, respectively.

F-19

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

5. Accounts Receivable, Net

	December 31,
	2007			2008
	NT$			NT$
Accounts receivable		11,326,063			7,750,698
Less: Allowance for sales discounts		(35,943	)		(156,096	)
Allowance for doubtful accounts		(33,114	)		(304,287	)
		11,257,006			7,290,315

6. Inventories

	December 31,
	2007			2008
	NT$			NT$
Raw materials and supplies		2,876,326			2,040,999
Work in process		414,088			245,016
Finished goods		236,954			172,633
		3,527,368			2,458,648
Less: Allowance for loss on obsolescence and decline in market value of inventories		(66,385	)		(75,581	)
		3,460,983			2,383,067

7. Available-for-sale Financial Assets — Noncurrent

	December 31,
	2007		2008
	NT$		NT$
Cost of listed securities		3,992,468		3,712,625
Valuation adjustment		880,816		—
Accumulated impairment loss		—		(2,637,145	)
		4,873,284		1,075,480

Under the impact of global financial crisis, the Company performed evaluation of impairment toward its investments of equity securities based on R.O.C. SFAS No. 34 and recognized other-than-temporary impairment loss of NT$2,637,145 for the year ended December 31, 2008.

F-20

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

8. Financial Assets Carried at Cost, Noncurrent

	December 31,
	2007		2008
	NT$		NT$
Unlisted securities		719,055		322,036

A. There are no reliable quoted prices for unlisted securities, and therefore these investments are carried at cost.

B. Global financial crisis caused a significant decrease in the net value of the financial assets carried at cost, Mega Mission Limited Partnership and Hsieh-Yong Capital Co., Ltd, held by the Company. The Company recognized impairment loss of NT$393,460 based on the proportional interests on these financial assets for the year ended December 31, 2008.

9. Long-term Investments Accounted for Under The Equity Method

A. Details of long-term investments in stocks are summarized as follows:

	December 31,
	2007						2008
				Percentage of						Percentage of
Investee company	Amount			ownership			Amount			ownership
	NT$						NT$
Equity method:
Double Win Enterprise Co., Ltd.		84,450			24.14	%		84,450			24.14	%
Less : Accumulated impairment loss		(84,450	)					(84,450	)
		—						—

B. For the years ended December 31, 2006 and 2007, the Company recognized investment income of NT$1,153,630 and NT$246,410, respectively, for all other investees accounted for underthe equity method based on investees’ audited financial statements for the same period.

C. On March 27, 2007, the Company disposed its common stock ownership in ChipMOS Technologies Inc. (ChipMOS) for US$191,147. The Company recognized investment income of NT$246,410 through the date of transaction and recognized gain on disposal of investment of NT$793,492. Also, the Company acquired 14.70% of common stock ownership in ChipMOS Technologies (Bermuda) Ltd., the parent company of ChipMOS, through private stock offering for US$76,459 and reported the investment as available-for-sale financial assets, noncurrent.

D. Due to the merger of Sigard, one of the Company’s investees originally accounted for under the equity method, with the other company in 2006, the Company’s percentage of ownership has been reduced to below 20% and the Company is unable to exercise significant influence on Sigard. The Company reclassified the investment in Sigard as available-for-sale financial assets, noncurrent. As of December 31, 2007, the Company has disposed all of its holding common shares of Sigard and recognized disposal gain of NT$208,184.

F-21

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

10. Property, Plant and Equipment

	December 31, 2007
			Accumulated
	Cost		depreciation			Book value
	NT$		NT$			NT$
Land		2,892,083		—			2,892,083
Buildings		9,594,035		(2,577,486	)		7,016,549
Machinery and equipment		51,980,903		(27,322,744	)		24,658,159
Utility equipment		1,023,203		(488,759	)		534,444
Furniture and fixtures		819,737		(453,303	)		366,434
Other equipment		2,087,567		(1,144,051	)		943,516
Construction in progress and prepayments for equipment		2,211,180		—			2,211,180
		70,608,708		(31,986,343	)		38,622,365

	December 31, 2008
			Accumulated
	Cost		depreciation			Book value
	NT$		NT$			NT$
Land		2,902,823		—			2,902,823
Buildings		11,435,051		(3,224,764	)		8,210,287
Machinery and equipment		53,528,647		(28,564,096	)		24,964,551
Utility equipment		1,225,810		(560,254	)		665,556
Furniture and fixtures		829,769		(479,881	)		349,888
Other equipment		2,356,471		(1,261,564	)		1,094,907
Construction in progress and prepayments for equipment		651,621		—			651,621
		72,930,192		(34,090,559	)		38,839,633

For the years ended December 31, 2006, 2007 and 2008, total interest expense amounted to NT$131,404, NT$94,754 and NT$89,017, respectively, of which NT$961, NT$4,460 and nil was capitalized to property, plant and equipment. The interest rate used to calculate the capitalized interest was both 6.156 % for the years ended December 31, 2006 and 2007.

11. Other Assets — Other

The land previously registered under an officer’s name amounting to NT$108,087 was transferred under the title of the Company on April 19, 2007.

F-22

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

12. Short-term Loans

	December 31,
Nature of loans	2007			2008
	NT$			NT$
Credit loans		529,323			654,933
Interest rates		5.99%~7.00	%		3.61	%

13. Other Payables

	December 31,
	2007		2008
	NT$		NT$
Payables for equipment		1,716,511		642,928
Other payables		916,881		610,802
		2,633,392		1,253,730

14. Bonds Payable

A. On January 28, 2002, the Company issued five-year (from January 28, 2002 to January 28, 2007) zero coupon Euro convertible bonds amounting to US$200,000 listed on the Luxembourg Stock Exchange. All of the convertible bonds issued in 2002 have been converted into common stocks, redeemed, or retired after being repurchased from the market as of March 31, 2007.

B. On February 5, 2004, the Company issued five-year (from February 5, 2004 to February 5, 2009) zero coupon Euro convertible bonds amounting to US$200,000 listed on the Luxembourg Stock Exchange. All of the convertible bonds issued in 2004 have been converted into common stocks or redeemed as of September 30, 2007.

15. Long-term Loans

		December 31,
Nature of loans	Repayment period	2007			2008
		NT$			NT$
Commercial papers	Repayable in 4 semi-annual installments from November 2009		3,000,000			3,000,000
Less: Discount on commercial paper			(4,129	)		(2,581	)
			2,995,871			2,997,419
Less: Current portion of long-term loans			—			(749,354	)
			2,995,871			2,248,065
Interest rates			2.093	%		2.093	%

The loan agreements require, among other things, the maintenance of certain specific financial ratios and consent obtained from the majority banks on certain covenants.

F-23

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

16. Pension Plan and Net Periodic Pension Cost

A. In accordance with the Labor Standards Act, the Company has a funded defined benefit pension plan covering all eligible employees prior to the enforcement of the Labor Pension Act (“the Act”), effective on July 1, 2005 and employees choosing to continue to be subject to the pension mechanism under the Labor Standards Law after the enforcement of the Act. Under the funding policy of the plan, the Company contributes monthly an amount equal to 2% (5% before July 2005) of the employees’ monthly salaries and wages to the pension fund deposited with the Bank of Taiwan, the custodian, which acquired the Central Trust of China on July 1, 2007. Pension benefits are generally based on service years and six-month average wages and salaries before retirement of the employee. Two units are earned per year for the first 15 years of service and one unit is earned for each additional year of service with a maximum of 45 units.

B. In accordance with the Labor Pension Act, effective July 1, 2005, the Company has a defined contribution pension plan covering employees (excluding foreign employees) who chose to be subject to the pension mechanism under this Act. The Company makes monthly contributions to the employees’ individual pension accounts on a basis no less than 6% of each employee’s monthly salary or wage. The principal and accrued dividends from an employee’s personal pension account are claimed monthly or in full at one time. Under this pension plan, net pension periodic costs amounting to NT$245,742, NT$275,976 and NT$312,441 were recognized for the years ended December 31, 2006, 2007 and 2008, respectively.

C. The following tables set forth the actuarial assumptions, funded status and amounts recognized for the Company’s defined benefit pension plan pursuant to R.O.C. SFAS No. 18:

(1) Assumptions used in actuarial calculations for the years ended December 31, 2006, 2007 and 2008:

	For the years ended December 31,
	2006			2007			2008
Discount rate		3.25	%		2.75	%		2.20	%
Long-term rate of compensation increase		2.00	%		2.00	%		1.00	%
Expected rate of return on plan assets		3.25	%		3.00	%		2.50	%

	December 31,
	2007			2008
	NT$			NT$
Vested benefit		(39,213	)		(47,463	)
Vested benefit obligation		(34,739	)		(44,852	)
Accumulated benefit obligation		(1,130,091	)		(1,249,343	)

F-24

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(2) Changes in benefit obligation for the years ended December 31, 2007 and 2008:

	For the years ended December 31,
	2007			2008
	NT$			NT$
Projected benefit obligation at the beginning of the year		(1,346,909	)		(1,620,782	)
Service cost		(36,639	)		(36,001	)
Interest cost		(43,775	)		(45,252	)
Plan amendments		—			59,238
(Loss) gain on projected benefit obligation		(198,886	)		77,386
Benefit paid		5,427			20,680
Projected benefit obligation at the end of the year		(1,620,782	)		(1,544,731	)

(3) Changes in plan assets during the years ended December 31, 2007 and 2008:

	For the years ended December 31,
	2007			2008
	NT$			NT$
Fair value of plan assets at the beginning of the year		981,249			1,059,039
Actual return on plan assets		28,022			38,553
Employer contributions		55,195			53,625
Benefits paid		(5,427	)		(20,680	)
Fair value of plan assets at the end of the year		1,059,039			1,130,537

(4) Funded status at December 31, 2007 and 2008:

	December 31,
	2007			2008
	NT$			NT$
Fair value of plan assets		1,059,039			1,130,537
Projected benefit obligation		(1,620,782	)		(1,544,731	)
Funded status		(561,743	)		(414,194	)
Unrecognized transition assets		(2,738	)		(1,825	)
Prior service cost		—			(57,814	)
Unrecognized net actuarial loss		531,042			432,199
Additional pension liability		(37,613	)		(77,172	)
Accured pension cost		(71,052	)		(118,806	)

F-25

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(5) Components of net periodic cost for the years ended December 31, 2006, 2007 and 2008:

	For the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$
Service cost		37,095			36,639			36,001
Interest cost		38,802			43,775			45,252
Expected return on plan assets		(29,430	)		(31,891	)		(32,470	)
Amortization of unrecognized net transition assets		(913	)		(913	)		(913	)
Amortization of prior service cost		—			—			(1,424	)
Amortization of unrecognized loss		7,408			11,388			15,374
Net periodic cost		52,962			58,998			61,820

D. Siliconware USA, Inc. has established a 401(K) pension plan (“the Plan”) covering substantially all employees. The Plan provides voluntary salary reduction contributions by eligible participants in accordance with Section 401(K) of the Internal Revenue Code, as well as discretionary matching contributions determined annually by its Board of Directors from Siliconware USA, Inc. to its employees’ individual pension accounts. The contribution in accordance with the Plan amounted NT$7,312, NT$8,188 and NT$8,812, respectively, for the years ended December 31, 2006, 2007 and 2008.

E. Siliconware Technology (Suzhou) Limited contributes monthly an amount equal to certain percentage of employees’ monthly salaries and wages according to the specific legal requirements in Suzhou to the Bureau of Social Insurance without bearing other obligations. The contributions are recorded as pension expense.

17. Capital Stock

A. As of December 31, 2008, the authorized capital of the Company was NT$36,000,000, represented by 3,600,000,000 common shares with par value of NT$10 (in dollars) per share. As of December 31, 2008, issued common stock was NT$31,525,899.

B. On June 13, 2008, the stockholders of the Company resolved to capitalize the unappropriated earnings of NT$307,470 and the employee bonus of NT$471,454 by issuing 77,892 thousand new shares. Registration for the capitalization has been completed.

C. The Company issued NT$1,500,000 American Depositary Shares (“ADSs”), represented by 30,000,000 units of ADSs, in June 2000. Each ADS represents five shares of common stock of the Company with an offering price of US$8.49 (in dollars) per ADS. As of December 31, 2008, the outstanding ADSs amounted to 124,618,327 units. Major terms and conditions of the ADSs are summarized as follows:

(1)

Voting Rights

ADS holders will have no rights to vote directly in shareholders’ meetings with respect to the Deposited Shares. The Depositary shall provide voting instruction to the Chairman of the Company and vote on behalf of the Deposited shares evidenced by ADSs. If the Depositary receives voting instructions from holders of at least 51% of the outstanding ADSs to vote in the same direction on a resolution, the Depositary will vote in the manner as instructed.

F-26

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(2)	Distribution of Dividends
	ADS holders are deemed to have the same rights as holders of common shares with respect to the distribution of dividends.

D.

The exercise price of the employee stock option was decided according to the closing price at the measurement date and is subject to adjustment for distribution of cash dividend or changes in capital stock in accordance with certain formula. The granted employee stock options will expire in five years and will be graded vested after two years of service in accordance with the employee stock option plan.

For the years ended December 31, 2006, 2007 and 2008, details of the employee stock option granted, exercised and canceled and exercise price of the employee stock option are as follows: (Numbers of options are presented in thousands)

				Weighted
				average
	Number			exercise price
	of options			(in dollars)
				NT$
Outstanding options at January 1, 2006		26,348			11.95
Exercised		(13,174	)		11.23
Forfeited/cancelled		(543	)		11.07
Outstanding options at December 31, 2006		12,631			9.25
Exercised		(11,080	)		5.74
Forfeited/cancelled		(37	)		5.78
Outstanding options at December 31, 2007		1,514			5.83
Exercised		(1,273	)		5.81
Forfeited/cancelled		(241	)		5.97
Outstanding options at December 31, 2008		—

18. Capital Reserve

A. According to the Company Law of the R.O.C., the capital reserve arising from paid-in capital in excess of par on the issuance of stocks, from merger, from the conversion of convertible bonds and from donation shall be exclusively used to cover accumulated deficits or transferred to capital. Other capital reserve shall be exclusively used to cover accumulated deficits. The amount of capital reserve used to increase capital is limited to 10% of the common stock each year when the Company has no accumulated deficits. The capital reserve can only be used to cover accumulated deficits when the legal reserve is insufficient to cover the deficits.

B. According to the Company Law of the R.O.C., the capital reserve is allowed to be transferred to capital one year after the registration of capitalization is approved.

19. Retained Earnings

A. According to the Company’s Articles of Incorporation, current year’s earnings before tax, if any, shall be distributed in the following order:

(1) Pay all taxes and duties;

(2) Offset prior years’ operating losses, if any;

F-27

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(3) Set aside 10% of the remaining amount after deducting (1) and (2) as legal reserve;

(4) Set aside no more than 1% of the remaining amount after deducting items (1), (2), and (3) as directors’ and supervisors’ remunerations.

(5) After items (1), (2), (3), and (4) were deducted, 10% of the remaining amount may be allocated as employee bonus and 90% as stockholders’ dividend. The distributed amount is subject to the resolution adopted by the Board of Directors and approved at the stockholders’ meeting.

B. Among the total dividend distributed, at least 50% is distributed as cash dividend and the rest as stock dividend. The appropriation of the profit is subject to the resolution adopted by the Board and approval by the shareholders.

C. Legal reserve can only be used to offset deficits or increase capital. The legal reserve can be used to increase capital when and only when the reserve balance exceeds 50% of the capital stock, and the amount capitalized should be limited to 50% of the legal reserve.

D. In accordance with the R.O.C. Securities and Future Bureau (SFB) regulation, in addition to legal reserve and prior to distribution of earnings, the Company should set aside a special reserve in an amount equal to the net change in the reduction of prior year’s stockholders’ equity, resulting from adjustments, such as cumulative foreign currency translation adjustment and unrealized loss on available-for-sale financial assets. Such special reserve is not available for dividend distribution. In the subsequent year(s), if the year-end balances of the cumulative foreign currency translation adjustment and unrealized losses on available-for-sale financial assets no longer result in a net reduction in the stockholders’ equity, the special reserve previously set aside will then be available for distribution.

E. The Taiwan imputation tax system requires that any undistributed current earnings of a company derived on or after January 1, 1998 be subject to an additional 10% corporate income tax if the earnings are not distributed in the following year. As of December 31, 2008, the undistributed earnings derived on or after January 1, 1998 was NT$6,453,435.

F. As of December 31, 2008, the balance of stockholders’ imputation tax credit account of the Company was NT$58,619. The rate of stockholders’ imputation tax credit to undistributed earnings for the earnings distributed in 2008 is 9.07%. The rate of stockholders’ imputation tax credit to undistributed earnings for the earnings distributed in the following year is approximately 13.56%. However, the rate is subject to changes based on the balance of stockholders’ imputation tax credit account, the undistributed earnings, and other tax credit amount in accordance with the R.O.C. tax law at the dividend allocation date.

G. The distributions of 2005, 2006 and 2007 dividends had been resolved at the stockholders’ meetings on June 12, 2006, June 13, 2007 and June 13, 2008, respectively. Details are summarized below:

	2005				2006				2007
			Dividends				Dividends				Dividends
	Amount		per share		Amount		per share		Amount		per share
	NT$		(in NT dollars)		NT$		(in NT dollars)		NT$		(in NT dollars)
Stock dividends		2,410,149		0.96		586,726		0.20		307,470		0.10
Cash dividends		4,169,558		1.66		9,974,332		3.35		13,836,139		4.50
		6,579,707		2.62		10,561,058		3.55		14,143,609		4.60

F-28

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Any information in relation to the Company’s earnings distribution after the shareholders’ approval will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchanges.

H. According to the Articles of Incorporation of the Company, the Company accrued NT$630,518 as employees’ bonuses and NT$56,822 as directors’ and supervisors’ remunerations, respectively, which were accrued based on 10% and 1% of net income after considering the required capital reserve. If the Company distributes stocks as employees’ bonus, shares of the distributed stocks will be calculated based on the closing price one day before the stockholders’ meeting considering the effect of ex-right and ex-dividend and the Company will recognize it in operating cost / expense. If the actual amount of distributed stocks is different from the estimation, the Company should adjust the difference to the income/loss in the next year.

I. The Company’s earnings distributions of 2007 for employee bonuses and directors’ and supervisors’ remunerations were as follow:

	The amount of the actual
	earnings distributions
	approved by shareholders in 2008
	NT$
(a) The amount of the retained earnings distributed
1. Employees’ cash bonuses		1,100,058
2. Employees’ stock bonuses
(i) Shares (in thousands of shares)		47,145
(ii) Amount		471,454
(iii) As a percentage of outstanding common shares		1.53	%
3. Directors’ and supervisors’ remunerations		157,405
(b) Informations regarding earnings per common share (in dollors)
1. Original earnings per common share (Note 1)		5.80
2. Adjusted earnings per common share (Note 2)		5.22

Note 1:	Not retroactively adjusted by the common shares issued on capitalization of earnings in 2008.
Note 2:	Adjusted earnings per share = (Net income — Employees’ bonuses — Remunerations to directors and supervisors) / Weighted average oustanding common shares.

20.

Treasury Stock

As of December 31, 2007 and 2008, Siliconware Investment Company Ltd., the subsidiary of the Company, holds 35,870 and 36,229 thousand shares of the Company’s stock, with book value of NT$22.14 (in dollars) and NT$21.92 (in dollars) per share, respectively. The closing prices of the Company’s stock were NT$58.3 (in dollars) per share and NT$28.0 (in dollars) per share as of December 31, 2007 and 2008, respectively.

F-29

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

21. Impairment of Assets

	Impairment loss on long-term investment
	For the years ended December 31,
	2006		2007		2008
	NT$		NT$		NT$
Recognized in income statement		27,013		—		3,030,605

A. For the year ended December 31, 2006, Siliconware Investment Company Ltd. and SPIL (B.V.I) Holding Limited, subsidiaries of the Company, recognized a total amount of impairment loss of NT$27,013 after evaluation of impairment toward its investments of equity securities.

B. Under the impact of global financial crisis, the Company performed evaluation of impairment toward its investments of equity securities and recognized other-than-temporary impairment loss of NT$2,637,145 for the year ended December 31, 2008. In addition, Siliconware Investment Company Ltd., subsidiary of the Company, recognized a total amount of impairment loss of NT$393,460 based on the proportional interests on these financial assets for the year ended December 31, 2008.

22.	Income Tax
	The Company and its subsidiaries file separate income tax returns. Reconciliation between the income tax calculated on pre-tax financial statement income based on the statutory tax rate and the income tax expense is as follows:

	As of and for the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$
Income tax expense calculated at the statutory tax rate (25%)		3,613,846			5,007,546			1,578,720
Tax exempt income and other permanent differences		(1,518,940	)		(2,007,161	)		(566,347	)
Investment tax credits		(1,147,432	)		(931,664	)		(863,441	)
Changes in valuation allowance for deferred income tax assets		(28,798	)		25,673			63,330
Under (over) provision from prior years		29,898			11,191			(1,739	)
Additonal 10% tax on undistributed earnings		—			33,556			—
Income tax expense		948,574			2,139,141			210,523
Adjustments:
Net change of deferred income tax assets		(102,987	)		(575,108	)		690,683
Decrease (increase)in income tax payable		127,778			(9,725	)		(33,987	)
Prepaid and withholding tax		(49,487	)		(52,652	)		(52,796	)
Subsidiary’s tax refund receivable		6,899			—			7,455
Income tax payable		930,777			1,501,656			821,878
Income tax payable (refund receivable) carried over from prior year		16,605			(17,728	)		—

A. For the years ended December 31, 2006, 2007 and 2008, significant portion of the permanent differences are derived from the income tax exemption of capital gain resulted from the security transactions, long-term investment income (loss) accounted for under the equity method, and the revenue from assembly of certain integrated circuit products exempted from income tax.

F-30

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

B. As of December 31, 2007 and 2008, deferred income tax assets and liabilities were as follows:

	December 31,
	2007			2008
	NT$			NT$
Deferred income tax assets, current		1,273,935			425,761
Valuation allowance for deferred income tax assets		(5,161	)		—
		1,268,774			425,761
Deferred income tax assets, noncurrent		864,466			2,460,298
Deferred income tax liabilities, noncurrent		(147,425	)		(142,017	)
		717,041			2,318,281
Valuation allowance for deferred income tax assets		(189,828	)		(256,714	)
		527,213			2,061,567

C. The details of deferred income tax assets and liabilities as of December 31, 2007 and 2008 were as follows:

	December 31,
	2007						2008
	Amount			Tax effect			Amount			Tax effect
	NT$			NT$			NT$			NT$
Current
Temporary differences
Unrealized loss on obsolescence and decline in market value of inventories		80,413			20,103			111,894			27,974
Unrealized sales allowance		35,943			8,986			156,097			39,024
Unrealized foreign exchange loss		4,137			1,034			155,016			38,754
Allowance for doubtful accounts		—			—			233,422			58,355
Others		6,606			1,651			6,614			1,654
Loss carryforwards		20,643			5,161			—			—
Investment tax credits					1,237,000						260,000
					1,273,935						425,761
Allowance for deferred income tax assets					(5,161	)					—
					1,268,774						425,761
Noncurrent
Temporary difference
Unrealized loss on long-term investments		66,044			16,511			2,277,036			569,259
Depreciation expense		(589,700	)		(147,425	)		(568,069	)		(142,017	)
Unrealized asset — intercompany profit		—			—			21,933			5,483
Unrealized loss on idle assets		296,798			74,199			336,348			84,087
Others		2,618			655			4,321			1,080
Loss carryforwards		95,338			23,834			219,118			27,390
Investment tax credits					749,267						1,772,999
					717,041						2,318,281
Allowance for deferred income tax assets					(189,828	)					(256,714	)
					527,213						2,061,567

F-31

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Valuation allowance for deferred income tax assets relates primarily to allowance for investment tax credits from qualifying research and development expenditure and unrealized loss of holding long-term investments.

D. The income tax returns of the Company and its subsidiary, Siliconware Investment Company Ltd., have been assessed and approved by the Tax Authority through 2006.

E. According to the Income Tax Law of the Peoples Republic of China for Enterprises with Foreign Investment and Foreign Enterprises , Siliconware Technology (Suzhou) Limited is entitled to two years’ exemption from income taxes followed by three years of a 50% tax reduction, i.e., the tax rate of 7.5%, commencing from the first cumulative profit-making year net of loss carryforwards. In addition, any foreign investor of an enterprise with foreign investment which reinvests its share of profit obtained from the enterprise directly into that enterprise by increasing its registered capital, or uses the profit as capital investment to establish other enterprises with foreign investment to operate for a period of not less than five years shall, upon approval by the tax authorities of an application filed by the investor, be refunded 40% of the income tax already paid in relation to the reinvested amount. Effective January 1, 2008, the Income Tax Law of the Peoples Republic of China has adopted the corporate income tax rate of 25% and required the commencement of two years’ exemption from income taxes followed by three years of a 50% tax reduction in 2008. In addition, the favorable tax treatment of 40% tax refund aforementioned was canceled effective 2008.

F. As of December 31, 2008, the Company’s unused portion of investment tax credits, under the “Statue for Upgrading Industries”, were as follows:

Nature of investment tax credit	Deductible amount		Unused amount		Expiration years
	NT$		NT$
Acquisition cost of qualifying machinery and equipment		1,902,777		1,052,708		2009 to 2012
Qualifying research and development expenditure		980,291		980,291		2009 to 2012
		2,883,068		2,032,999

G. As of December 31, 2008, the unused loss carryforwards of Siliconware Technology (Suzhou) Ltd. were as follows:

	Deductible		Expiration
Years of loss incurred	amount		years		Status
	NT$
2005		12,414		2010	Assessd amount
2006		14,976		2011	Assessd amount
		27,390

H. The Company has met the requirement of “Incentives for Emerging Important Strategic Industries in Manufacturing and Technology Services” for its capitalization plans in 1999, 2000, 2004, 2005 and 2006, which is exempted from income tax for revenues arising from the assembly and testing of certain integrated circuit products for five-year periods from 2004, 2006, and 2008, respectively. The five-year income tax exemptions will expire in December 2008, 2010, 2012, and May 2013, respectively. Also, the Industrial Development Bureau of Ministry of Economic Affairs has issued permission for the five-year income tax exemption of the Company’s 2007 registered capitalization plan in 2008.

F-32

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

23. Earnings Per Share

	For the year ended December 31, 2006
					Weighted
					average
	Income				outstanding		Earnings per share
	Before tax		After tax		common stock		Before tax		After tax
	NT$		NT$		(in thousand)		(in NT dollars)
Basic earnings per share
Net income		14,277,643		13,329,069		2,873,489		4.97		4.63
Dilutive effect of employee stock option		—		—		13,381
Dilutive effect of 3rd Euro convertible bonds		22,562		33,421		178,497
Diluted earnings per share		14,300,205		13,362,490		3,065,367		4.66		4.36

	For the year ended December 31, 2007
					Weighted
					average
	Income				outstanding		Earnings per share
	Before tax		After tax		common stock		Before tax		After tax
	NT$		NT$		(in thousand)		(in NT dollars)
Basic earnings per share
Net income		19,628,492		17,489,351		3,092,309		6.35		5.66
Dilutive effect of employee stock option		—		—		3,624
Dilutive effect of 3rd Euro convertible bonds		51,606		51,365		19,416
Diluted earnings per share		19,680,098		17,540,716		3,115,349		6.32		5.63

F-33

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

	For the year ended December 31, 2008
					Weighted
					average
	Income				outstanding		Earnings per share
	Before tax		After tax		common stock		Before tax		After tax
	NT$		NT$		(in thousand)		(in NT dollars)
Basic earnings per share
Net income		6,524,053		6,313,530		3,115,321		2.09		2.03
Dilutive effect of employee bonuses		—		—		24,125
Dilutive effect of employee stock option		—		—		13
Diluted earnings per share		6,524,053		6,313,530		3,139,459		2.08		2.01

A.

The weighted average treasury stock held by the subsidiary has been deducted in the calculation of weighted average outstanding common stock for the years ended December 31, 2006, 2007 and 2008. The basic and diluted earnings per share for the years ended December 31, 2006 and 2007 were retroactively adjusted for all subsequent stock dividends and employees’ stock bonus.

B.

Effective January 1, 2008, as employees’ bonus could be distributed in the form of stock, the diluted EPS computation shall include those estimated shares that would be increased from employees’ stock bonus issuance in the weighted-average number of common shares outstanding during the reporting year, which taking into account the dilutive effects of stock bonus on potential common shares; whereas, basic EPS shall be calculated based on the weighted-average number of common shares outstanding during the reporting year that include the shares of employees’ stock bonus for the appropriation of prior year earnings, which have already been resolved at the stockholders’ meeting held in the reporting year. Since capitalization of employees’ bonus is no longer considered a distribution of stock dividends (or retained earnings and capital reserve capitalized), the calculation of basic EPS and diluted EPS for all periods presented shall not be adjusted retroactively. However, the accounting treatment for the appropriation of employees’ bonus for 2007 earnings resolved at the stockholders’ meeting held in 2008 is still in accordance with the regulations on capitalization of employees’ bonus under paragraphs 19 and 39 of R.O.C. SFAS No. 24, “Earnings per Share”.

F-34

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

24. Personnel Costs, Depreciation and Amortization

	For the year ended December 31, 2006
	Operating costs		Operating expenses		Total
	NT$		NT$		NT$
Personnel Cost
Payroll		5,280,258		1,337,313		6,617,571
Labor and health insurance		414,906		104,812		519,718
Pension expense		245,299		60,541		305,840
Other		597,393		102,805		700,198
		6,537,856		1,605,471		8,143,327
Depreciation		6,579,537		173,174		6,752,711
Amortization		358,635		167,361		525,996

	For the year ended December 31, 2007
	Operating costs		Operating expenses		Total
	NT$		NT$		NT$
Personnel Cost
Payroll		5,776,433		1,361,554		7,137,987
Labor and health insurance		442,716		102,638		545,354
Pension expense		274,920		68,238		343,158
Other		603,523		133,000		736,523
		7,097,592		1,665,430		8,763,022
Depreciation		7,371,429		232,484		7,603,913
Amortization		419,864		135,209		555,073

F-35

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

	For the year ended December 31, 2008
	Operating costs		Operating expenses		Total
	NT$		NT$		NT$
Personnel Cost
Payroll		6,586,012		1,766,164		8,352,176
Labor and health insurance		495,590		109,989		605,579
Pension expense		309,474		73,599		383,073
Other		547,882		124,923		672,805
		7,938,958		2,074,675		10,013,633
Depreciation		8,632,102		213,123		8,845,225
Amortization		478,892		104,733		583,625

25. Related Party Transactions

1. Name and Relationship with Related Parties:

Name of related parties	Relationship with the Company
Phoenix Precision Technology Corporation	The Company holds directorship
Sigurd Microelectronics Corporation	The Company holds directorship (Note 1)
ChipMOS Technologies Inc.	Investee company accounted for under the equity method (Note 2)
Hai-Feng Fundation	Same chairman of the board of the directors
Pei-Sheng Fundation	Same chairman of the board of the directors

Note 1:	The Company resigned its position as a director on November 9, 2007. The named company ceased to be a related party of the Company.
Note 2:	The Company disposed all of its ownership on March 27, 2007. The named company ceased to be a related party of the Company.

2. Significant Transactions with Related Parties:

(1) Sales

For the years ended December 31,

2006

2007

2008

% of

% of

% of

Amount

net sale

Amount

net sale

Amount

net sale

NT$

NT$

NT$

Sigurd Microelectronics Corporation

5,217

—

223,991

—

—

—

The sales prices and payment terms provided to related party were generally comparable to those provided to non-related parties. The average collection period is approximately three months from the date of sales, which is comparable to those provided to non-related parties.

F-36

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(2) Purchases

	For the years ended December 31,
	2006				2007				2008
			% of net				% of net				% of net
	Amount		purchase		Amount		purchase		Amount		purchase
	NT$				NT$				NT$
Phoenix Precision Technology Corporation		3,100,909		13		2,544,206		9		2,093,426		8
Others		83		—		—		—		—		—
		3,100,992		13		2,544,206		9		2,093,426		8

The purchase prices provided by Phoenix Precision Technology Corporation were generally comparable to those provided by non-related parties. The average payment period is approximately three months from the date of purchase, which is comparable to those provided by non-related parties.

(3) Accounts payable

	December 31,
	2007				2008
			% of				% of
			accounts				accounts
	Amount		payable		Amount		payable
	NT$				NT$
Phoenix Precision Technology Corporation		662,731		10		435,777		9

(4) Other Expenses / Other Payables

As of and for the years ended December 31,

2006

2007

2008

Other

Other

Other

Other

Other

Other

expenses

payables

expenses

payables

expenses

payables

NT$

NT$

NT$

NT$

NT$

NT$

Others

12,153

4,807

16,839

3,489

12,284

1,733

The purchase prices and payment terms provided by related parties were generally comparable to those provided by non-related parties. The average payment period is approximately three months from the date of purchase, which is comparable to those provided by non-related parties.

F-37

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(5) Other Incomes / Other Receivables

As of and for the years ended December 31,

2006

2007

2008

Other

Other

Other

Other

Other

Other

incomes

receivables

incomes

receivables

incomes

receivables

NT$

NT$

NT$

NT$

NT$

NT$

Others

12,614

11,288

136

—

—

—

For the lease transaction, the leasing terms are generally comparable to those provided in an arm’s-length transaction. The average collection period is one month and no significant differences exist between the above leasing contract and others prevailing in the market.

(6) Property Transaction

	For the year ended December 31, 2007
						Loss on disposal of
	Name of the	Transaction				property, plant and
	property	amount		Book value		equipment
		NT$		NT$		NT$
Pei-Sheng Fundation	Land		132,391		159,740		(27,349	)
	Buildings		49,336		54,610		(5,274	)
			181,727		214,350		(32,623	)

For the years ended December 31, 2006 and 2008: None.

(7) Salaries / Remunerations Paid to Directors, Supervisors, and Managements

	For the years ended December 31,
	2006		2007		2008
	NT$		NT$		NT$
Salary		43,039		53,669		53,917
Remuneration / Compensation		13,084		16,016		14,178
Operating expenses		5,537		588		474
Earnings distribution		410,975		462,362		137,475
		472,635		532,635		206,044

i.	Salary includes base salary, job allowance, retirement pension, and etc.
ii.	Compensation includes various kinds of bonuses, other financial incentives, and etc.
iii.	Operating expenses include transportation fare, dormitory, and other kinds of practical subsidies.
iv.	Earnings distribution means directors’ and supervisors’ remunerations and employees’ bonuses recognized for the current period.
v.	Please refer to the Company’s annual report to stockholders for other related information.

(8) Other Transactions

On March 27, 2007, the Company sold its common stock ownership of 42,696 thousand shares back to ChipMOS Technologies Inc. for NT$1,053,704 and recognized gain on disposal of investment in the amount of NT$132,910.

F-38

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

26. Assets Pledged as Collaterals

As of December 31, 2007 and 2008 the following assets have been pledged as collaterals against certain obligations of the Company:

	December 31,
	2007		2008		Subject of collateral
	NT$		NT$
Assets
Time deposits (shown as other financial assets, current)		259,100		278,600	Guarantees for custom duties

27. Commitments and Contingencies

A. As of December 31, 2008, the Company and its subsidiaries’ issued but unused letters of credit for imported machinery and equipment was approximate NT$158,952.

B. The Company entered into several contracts with six foreign companies for the use of certain technologies and patents. The Company agreed to pay royalty fees based on the total number of certain products sold. Contracts are valid through January 2010, December 2010, January 2011, March 2012, November 2014, and May 2018, respectively. One of the contracts is valid until all patents included in the contract expire and until both parties agree to terminate the contract.

C. On March 1, 2006, the Company was informed of a lawsuit brought by Tessera in the United States District Court for the Northern District of California against it, its subsidiary, Siliconware USA, Inc., and five other semiconductor companies and their subsidiaries (California Litigation). Tessera alleged that some of our packaging services have infringed patents owned by Tessera and that we breached a license agreement with Tessera. In May 2007, the parties stipulated to a stay pending a final determination of an investigation (605 case) directed against other parties (including certain co-defendants in the California Litigation) conducted by the International Trade Commission (ITC). Pursuant to the stipulation, the court stayed the litigation.

Beginning in February 2007, the Company filed in the U.S. PTO requests for reexamination of five Tessera’s patents, four of which Tessera had asserted against us in California Litigation. The PTO has issued either office actions or action closing prosecution rejecting all of the asserted patent claims on the ground that they are invalid in view of certain prior art. Tessera is contesting these rejections and the USPTO has not made a final decision.

On April 21, 2008, Tessera filed a complaint with ITC pursuant to 337 of the Tariff Act of 1930 against us, our subsidiary Siliconware USA, Inc., and other semiconductor companies, alleging infringement of patents all of which are being litigated in California Litigation and reexamined in USPTO. The ITC instituted the investigation (649 case) on May 21, 2008. On February 10, 2009, the ITC orderd to stay the 649 case pending the final determination of the 605 Case. On March 12, 2009, Tessera requested that the ITC terminate the 649 Investigation. As of May [__ ], 2009, neither the Administrative Law Judge nor the ITC has acted on Tessera’s request to terminate.

Because litigation is inherently unpredictable, the Company is unable to accurately predict the ultimate outcome and to assess the potential liability arising out of Tessera’s claim.

28. Significant Disaster Loss

None.

F-39

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

29. Significant Subsequent Event

One of the Company’s investees, Phoenix Precision Technology Corporation (“PPT”), announced that the board of directors of PPT and Unimicron Technology Corporation (“Unimicron”) passed the resolution of the merger between PPT and Unimicron on March 20, 2009. Unimicron, the surviving entity, will merge PPT, the dissolved entity, upon the closing of such merger with an expected share swap ratio of one share of PPT to 0.6 share of Unimicron. The expected acquisition date would be December 1, 2009.

30. Other

A. Fair Values of Financial Instruments:

	December 31,
	2007						2008
			Fair Value						Fair Value
					Estimated						Estimated
			Quotation in an		using a				Quotation in an		using a
	Book Value		active market		valuation		Book Value		active market		valuation
	NT$		NT$		NT$		NT$		NT$		NT$
Non-derivative financial instruments:
Financial assets
Financial assets with book value equal to fair value		34,696,848		—		34,696,848		26,652,044		—		26,652,044
Available-for-sale financial assets, noncurrent		4,873,284		4,873,284		—		1,075,480		1,075,480		—
Financial assets carried at cost, noncurrent		719,055		—		—		322,036		—		—
		40,289,187		4,873,284		34,696,848		28,049,560		1,075,480		26,652,044
Financial liabilities
Financial liabilities with book value equal to fair value		13,777,435		—		13,777,435		10,837,281		—		10,837,281
Long-term loans		2,995,871		—		2,993,416		2,997,419		—		3,053,716
		16,773,306		—		16,770,851		13,834,700		—		13,890,997

Methods and assumptions used to estimate the fair values of financial instruments are as follows:

(1) Financial assets and liabilities with book value equal to fair value are cash, notes receivable, accounts receivable, other financial assets — current, refundable deposits, short-term loans, notes payable, accounts payable, income tax payable, accrued expenses, other payables, other current liabilities and other liabilities — others because of their short maturities.

(2) Available-for-sale financial assets, noncurrent are recorded at quoted market prices as their fair values due to the availability of the quoted price in an active market.

(3) Financial assets carried at cost, noncurrent are recorded at costs due to the lack of quoted market prices derived from the active market and the reasonable measurement for the fair value.

(4) The fair value of long-term loans, including current portion of long-term loans, is estimated by the discounted future cash flows. The discount rates of 2.307% and 1.011% for 2007 and 2008, respectively, are based on the interest rate of the similar long-term loan, which the Company would have acquired.

F-40

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

B. Financial assets and liabilities with the risk of interest rate fluctuation:

As of December 31, 2007 and 2008, the Company’s financial assets with fair value risk of interest rate fluctuation were NT$21,222,026 and NT$17,824,290, respectively. As of December 31, 2007 and 2008, financial liabilities with fair value risk of interest rate fluctuation were NT$3,525,194 and NT$3,652,352, respectively. As of December 31, 2007 and 2008, the Company did not have financial assets and liabilities with cash flow risk of interest rate fluctuation.

C. Financial assets and liabilities whose changes in fair value are not recognized in earnings:

The Company’s interest income from financial assets whose changes in fair value were not recognized in earnings were NT$368,610 and NT$366,086, respectively, for the years ended December 31, 2007 and 2008. The Company’s interest expenses from financial liabilities whose changes in fair value were not recognized in earnings were NT$90,294 and NT$89,017, respectively, for the years ended December 31, 2007 and 2008. Available-for-sale financial assets are measured at fair value at balance sheet date. For the years ended December 31, 2007 and 2008, balance of the adjustment to the shareholders’ equity due to changes in fair value were NT$2,085,514 and NT$(3,797,804), respectively. Unrealized gain (loss) on available-for-sale financial assets reclassified from equity to current earnings was NT$1,519,146 and NT$(2,637,145) for the years ended December 31, 2007 and 2008, respectively.

D. Financial risk control:

The Company and its subsidiaries have implemented appropriate risk management and control processes to identify, measure, and control the risks associated with the market, credit, liquidity and cash flows.

E. Financial risk information:

1. Financial assets: investments in equity instruments

	December 31,
	2007		2008
	NT$		NT$
Available-for-sale financial assets		4,873,284		1,075,480
Financial assets carried at cost		719,055		322,036
		5,592,339		1,397,516

(1) Market risk:

The Company and its subsidiaries’ investments in equity instruments are exposed to the market price risk. However, the Company performs risk management controls to minimize the potential loss to an acceptable level. The Company believes that the probability of significant market risk is low.

(2) Credit risk:

The Company and its subsidiaries’ investments in available-for-sale financial assets are through creditable financial institutions. The expected credit exposure to such financial institutions is low. For equity investments carried at cost, the Company has evaluated counter parties’ credit condition each time when the Company entered into investment transaction. Thus the credit risk is low.

(3) Liquidity risk:

The Company and its subsidiaries’ available-for-sale financial assets are traded in active markets, which can be sold at the prices not significantly different from their market value. The Company is exposed to a greater liquidity risk for equity instruments measured at cost due to the fact that no active market exists for these instruments.

F-41

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(4) Cash flow risk of interest rate:

The Company and its subsidiaries’ investments in equity financial assets are non-interest related, so the cash flows from equity instruments are independent of changes in market interest rate.

2. Financial liabilities: debt instruments

	December 31,
	2007		2008
	NT$		NT$
Short-term loans		529,323		654,933
Long-term loans		2,995,871		2,997,419
		3,525,194		3,652,352

(1) Market risk:

The Company and its subsidiaries’ loans are fixed interest rate for short-term and long-term loans, so there is no market risk of interest rate fluctuating.

(2) Credit risk:

Debt instruments issued by the Company and its subsidiaries do not have significant credit risk.

(3) Liquidity risk:

The Company and its subsidiaries maintain sufficient working capital to meet their cash requirements. Therefore, there is no significant liquidity risk.

(4) Cash flow risk of interest rate:

The Company and its subsidiaries’ loans are fixed interest rate borrowing. Therefore, there is no cash flow risk of interest rate.

F-42

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

31. Special Disclosure Items Required by ROC GAAP

A. Significant Transaction Information

(1)	Loans to third parties attributed to financial activities:
	For the year ended December 31, 2008: None.
(2)	Endorsement and guarantee provided to third parties:
	For the year ended December 31, 2008: None.
(3)	The ending balance of securities are summarized as follows:
	As of December 31, 2008:

The relationship

Number

Percentage

Market value

Type of

of the issuers

General ledger

of shares

of

per share

Investor

securities

Name of securities

with the Company

accounts

(in thousands)

Book value

ownership

(in dollars)

NT$

NT$

Siliconware Precision Industries Co., Ltd.

—

Siliconware Investment Company Ltd.

Investee accounted for under the equity method

Long-term investments accounted for under the equity method

(Note 1

)

817,284

100.00

%

—

(Note 4)

Siliconware Precision Industries Co., Ltd.

Stock

Double Win Enterprise Co., Ltd.

Investee accounted for under the equity method

Long-term investments accounted for under the equity method

6,760

—

24.14

%

—

Siliconware Precision Industries Co., Ltd.

Stock

SPIL (B.V.I.) Holding Limited

Investee accounted for under the equity method

Long-term investments accounted for under the equity method

88,400

3,167,712

100.00

%

35.83

(Notes 2 and 4)

Siliconware Precision Industries Co., Ltd.

Stock

Phoenix Precision Technology Corporation

The Company holds directorship

Available-for-sale financial assets, noncurrent

115,917

928,498

15.97

%

8.01

Siliconware Precision Industries Co., Ltd.

Stock

ChipMOS Technologies (Bermuda) Ltd.

—

Available-for-sale financial assets, noncurrent

12,175

99,713

14.52

%

8.19

(Note 3)

Note 1: The contributed capital was NT$1,770,000.

Note 2: The market value is not available. Therefore, the net equity per share as of December 31, 2008 was used.

Note 3: The closing price of US$0.25 (in dollars) per share on December 31, 2008 was used. (Exchange rate US$1: NT$32.76)

Note 4: Eliminated under consolidation.

F-43

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(4)	Securities for which total buying or selling exceeds the lower of NT$100,000 or 20 percent of the capital stock:
	For the year ended December 31, 2008:

The

Name

relationship

of

of the

Beginning balance

Addition

Disposal

Ending balance

General

the

issuers

Number

Number

Number

Gain (loss)

Number

Name of

ledger

counter

with the

of shares/unit

of shares/unit

of shares/unit

from

of shares/unit

Amount

Investor

the security

accounts

party

Company

(in thousands)

Amount

(in thousands)

Amount

(in thousands)

Sale price

Book value

disposal

(in thousands)

(Notes 1 and 2)

NT$

NT$

NT$

NT$

NT$

NT$

Siliconware Precision Industries Co., Ltd.

SPIL (B.V.I.) Holding Limited

Long-term investment accounted for under equity method

—

—

77,800

2,587,094

10,600

323,332

—

—

—

—

88,400

3,167,712

Note 1: The ending balance amount included the investment income or loss recognized in current earnings and cumulative translation adjustments.

Note 2: Eliminated under consolidation.

F-44

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(5)	Acquisition of real estate with an amount exceeding the lower of NT$100,000 or 20 percent of the capital stock:
	For the year ended December 31, 2008:

Related party as counter party

Original

The

Relation-

owner which

relationship of

The bases or

ship with

sold the

the original

Date of the

reference used

Purpose and

Name of the

Date of

Transaction

Status of

the

property to the

owner with

original

in deciding the

status of the

Properties

transaction

amount

payment

Counter party

Company

counter party

the Company

transaction

Amount

price

acquisition

Other commitment

NT$

NT$

NT$

Building improvements

March 2008

102,000

102,000

Chung-Rui Construction Corporation Ltd.

—

—

—

—

—

As specified in contract

For operating use

Payment made according to construction progress

Building improvements

March 2008

149,800

149,800

Acter Construction Corporation Ltd.

—

—

—

—

—

As specified in contract

For operating use

Payment made according to construction progress

Building

November 2008

142,700

—

Jun-Biau Construction Corporation Ltd.

—

—

—

—

—

As specified in contract

For operating use

Payment made according to construction progress

(6)	Disposal of real estate with an amount exceeding the lower of NT$100,000 or 20 percent of the capital stock:
	For the year ended December 31, 2008: None.

F-45

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(7)	Related party transactions with purchases and sales amounts exceeding the lower of NT$100,000 or 20 percent of the capital stock:
	For the year ended December 31, 2008:

Description of and reasons for

difference in transaction terms

compared to non-related party

Notes or accounts receivable /

Description of the transaction

transactions

payable

Percentage

Percentage of

Relationship

of net

notes or accounts

Purchase / sales

Name of

with the

Purchases

purchases

Credit

Unit

Credit

receivable /

company

the counter party

counter party

/ sales

Amount

/ sales

terms

price

terms

Amount

payable

NT$

NT$

NT$

Siliconware Precision Industries Co., Ltd.

Phoenix Precision Technology Corporation

The Company holds directorship

Purchases

2,093,426

8

%

Three months

—

—

Accounts payable 435,777

9

%

(8)	Receivables from related parties exceeding the lower of NT$100,000 or 20 percent of the capital stock:
	As of December 31, 2008: None.
(9)	Transaction of derivative financial instruments:
	For the year ended December 31, 2008: None.

F-46

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

B. Related Information on Investee Companies

(1)	Basic information on investee companies:
	For the year ended December 31, 2008:

								The Company / majority
				Original investments				owned subsidiary owns								Current period
				Current		Prior
				period		period										Net income			Income (loss)
				ending		ending		Shares			Ownership			Book		(loss) of			recognized by
Investor	Name of Investee	Location	Main activities	balance		balance		(in thousands)			Percentage			value		investee			the Company			Note
				NT$		NT$								NT$		NT$			NT$
Siliconware Precision Industries Co., Ltd.	Siliconware Investment Company Ltd.	Hsin-Chu	Investment activities		1,770,000		1,770,000		(Note 6	)		100.00	%		817,284		(233,613	)		(395,028	)	(Notes 1, 2, 7 and 9)
Siliconware Precision Industries Co., Ltd.	Double Win Enterprise Co., Ltd.	Ping-chen City, Taoyuan	SMT process and hand insert		152,100		152,100		6,760			24.14	%		—		—			—		(Note 1)
Siliconware Precision Industries Co., Ltd.	SPIL (B.V.I.) Holding Limited	British Virgin Islands	Investment activities		2,895,100		2,547,950		88,400			100.00	%		3,167,712		39,839			39,839		(Notes 1, 2, 8 and 9)
SPIL (B.V.I.) Holding Limited	Siliconware USA, Inc.	San Jose, CA, USA	Communications and relationship maintenance with companies headquartered in North America		40,938		40,938		1,250			100.00	%		142,595		7,126			7,126		(Notes 3, 8 and 9)
SPIL (B.V.I.) Holding Limited	SPIL (Cayman) Holding Limited	Cayman Islands, British West India	Investment activities		2,954,050		2,295,775		90,200			100.00	%		3,014,527		31,024			31,024		(Notes 3, 8 and 9)
SPIL (Cayman) Holding Limited	Siliconware Technology (Suzhou) Limited	Suzhou Jiangsu, China	Assembly and testing service providing		2,947,500		2,292,500		(Note 5	)		100.00	%		3,011,796		31,775			31,775		(Notes 4, 8 and 9)

Note 1: The Company’s investee accounted for under the equity method.

Note 2: The Company’s 100% owned subsidiary.

Note 3: An investee accounted for under the equity method of SPIL (B.V.I.) Holding Limited, a 100% owned subsidiary of the Company.

Note 4: An investee accounted for under the equity method of SPIL (Cayman) Holding Limited, a 100% owned subsidiary of SPIL (B.V.I) Holding Limited.

Note 5: The contributed capital was US$90,000.

Note 6: The contributed capital was NT$1,770,000.

Note 7: The investment income (loss) recognized during the current period already excludes the amount of cash dividends distributed from the parent company to its subsidiaries and reclassified into paid-in-capital.

Note 8: The foreign currency exchange rates prevailing at the balance sheet date were used for the currency translation.

Note 9: Eliminated under consolidation.

F-47

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(2)	The ending balance of securities held by investee companies:
	As of December 31, 2008:

			The relationship	General	Number of						Percentage			Market value
	Type of	Name of	of the issuers with	ledger	shares			Book value			of			per share
Investor	securities	securities	the Company	accounts	(in thousands)			(Note 2)			ownership			(in dollars)
								NT$						NT$
Siliconware Investment Company Ltd.	Stock	Siliconware Precision Industries Co., Ltd.	The Company	Available-for-sale financial assets, noncurrent		36,229			1,014,404			1.15	%		28.00	(Note 6)
Siliconware Investment Company Ltd.	Stock	Hsieh Yong Capital Co., Ltd.	—	Financial assets carried at cost, noncurrent		57,810			170,000			7.58	%		2.94
Siliconware Investment Company Ltd.	Stock	Phoenix Precision Technology Corporation	The Company holds directorship	Available-for-sale financial assets, noncurrent		5,901			47,269			0.81	%		8.01
Siliconware Investment Company Ltd.	—	Mega Mission Limited Partnership	—	Financial assets carried at cost, noncurrent		(Note 3	)		132,063			4.00	%		—
Siliconware Investment Company Ltd.	—	Others (Note 1)	—	Financial assets carried at cost, noncurrent		—			19,973			—			—
SPIL (B.V.I.) Holding Limited	Stock	Siliconware USA, Inc.	Indirect subsidiary of the Company	Long-term investments accounted for under the equity method		1,250			142,595 (Note 5	)		100.00	%		114.08	(Notes 2 and 6)
SPIL (B.V.I.) Holding Limited	Stock	SPIL (Cayman) Holding Limited	Indirect subsidiary of the Company	Long-term investments accounted for under the equity method		90,200			3,014,527 (Note 5	)		100.00	%		33.42	(Notes 2 and 6)
SPIL (Cayman) Holding Limited	—	Siliconware Technology (Suzhou) Limited	Indirect subsidiary of the Company	Long-term investments accounted for under the equity method		(Note 4	)	3,011,796 (Note 5		)		100.00	%		—	(Note 6)

Note 1: Combined amount for individual security less than NT$100,000.

Note 2: The market value is not available. Therefore, the net equity per share as of December 31, 2008 was used.

Note 3: The contributed capital was US$6,000.

Note 4: The contributed capital was US$90,000.

Note 5: The foreign currency exchange rates prevailing at the balance sheet date were used for the currency translation.

Note 6: Eliminated under consolidation.

F-48

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(3)	Securities for which total buying or selling amount exceed the lower of NT$100,000 or 20 percent of the capital stock:
	For the year ended December 31, 2008:

The

relationship

Name

of the

Beginning balance

Addition

Disposal

Ending balance

General

of the

issuers

Number

Number

Number

Gain (loss)

Number

Amount

Name of

ledger

counter

with the

of shares/unit

Amount

of shares/unit

Amount

of shares/unit

from

of shares/unit

(Notes 4,

Investor

the security

accounts

party

Company

(in thousands)

(Note 5)

(in thousands)

(Note 5)

(in thousands)

Sale price

Book value

disposal

(in thousands)

5 and 6)

NT$

NT$

NT$

NT$

NT$

NT$

SPIL (B.V.I.) Holding Limited

SPIL (Cayman) Holding Limited

Long-term investments accounted for under the equity method

Cash capitalization

—

70,100

2,295,775

20,100

658,275

—

—

—

—

90,200

3,014,527

SPIL (Cayman) Holding Limited

Siliconware Technology (Suzhou) Limited

Long-term investments accounted for under the equity method

Cash capitalization

—

(Note 1)

2,292,500

(Note 2)

655,000

—

—

—

—

(Note 3)

3,011,796

Note 1: The contributed capital was US$70,000.

Note 2: The contributed capital was US$20,000.

Note 3: The contributed capital was US$90,000.

Note 4: The ending balance includes the investment income and cumulative translation adjustments.

Note 5: The foreign currency exchange rates prevailing at the balance sheet date were used for the currency translation.

Note 6: Eliminated under consolidation.

(4)	Acquisition of real estate with an amount exceeding the lower of NT$100,000 or 20 percent of the capital stock:
	For the year ended December 31, 2008: None.

F-49

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

C. Information of investment in mainland China:

(1) Information of investment in mainland China: (The amount in USD is presented in thousands.)

Ownership

Name of

held by

Investee

Accumulated

Remitted or

Accumulated

the Company

in mainland

Main activities

Investment

remittance as of

(collected)

remittance as of

(Direct and

China

of investee

Capital

method

January 1, 2008

this period

December 31, 2008

indirect)

NT$

NT$

NT$

NT$

Siliconware Technology

Assembly and testing

2,947,500

2,292,500

655,000

2,947,500

(Suzhou) Limited

service providing

(US$90,000

)

(Note 1

)

(US$70,000

)

(US$20,000

)

(US$90,000

)

100

%

(Note 3

)

(Note 3

)

(Note 3

)

(Note 3

)

Investment

The investment balance

income (loss)

The investment

Accumulated

approved by

The ceiling of investment

recognized by

income (loss)

remittance

Investment Commissions,

in mainland China according to

the Company

Ending balance

remitted back as of

from Taiwan to

Ministry of Economic

Investment Commissions,

during the period

of investment

December 31, 2008

mainland China

Affairs

Ministry of Economic Affairs

NT$

NT$

NT$

NT$

NT$

NT$

2,947,500

4,257,500

31,775

3,011,796

—

(US$90,000

)

(US$130,000

)

35,588,473

(Notes 2,3 and 4

)

(Notes 3 and 4

)

Note 1: The Company set up a subsidiary in Cayman Island to invest in mainland China.

Note 2: The investment income (loss) was recorded based on the financial statements audited by the auditors.

Note 3: The foreign currency exchange rates prevailing at the balance sheet date were used for the currency translation.

Note 4: Eliminated under consolidation.

F-50

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(2) Material transactions occurred directly between the Company and its mainland China investee companies and material transactions occurred indirectly between the Company and its mainland China investee companies via enterprises in other areas:

i. Property transaction between the parent company and the subsidiary for the year ended December 31, 2008:

	2008
								Other
	Name of properties	Selling price		Book value		Gain on sale		receivables
		NT$		NT$		NT$		NT$
Siliconware Technology (Suzhou) Limited	Equipments		48,382		25,252		23,130		25,563

ii. Transaction above was eliminated under consolidation.

D. The business relationships and the significant transactions as well as amounts between the parent company and the subsidiary.

(1) For the year ended December 31, 2006:

				Transaction
	Company			General ledger			Transaction	Percentage of consolidated
No.	Name	Counterparty	Relationship	account	Amount		terms	revenues or total assets
					NT$
0	Siliconware Precision Industries Co., Ltd.	Siliconware USA, Inc.	Indirect owned subsidiary	Operating expense		478,608	As specified in contract		0.84	%

F-51

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(2) For the year ended December 31, 2007:

				Transaction
	Company			General ledger			Transaction	Percentage of consolidated
No.	Name	Counterparty	Relationship	account	Amount		terms	revenues or total assets
					NT$
0	Siliconware Precision Industries Co., Ltd.	Siliconware USA, Inc.	Indirect owned subsidiary	Operating expense		542,974	As specified in contract		0.82	%
0	Siliconware Precision Industries Co., Ltd.	Siliconware USA, Inc.	Indirect owned subsidiary	Accrued expense		50,314	As specified in contract		0.06	%

(3) For the year ended December 31, 2008:

				Transaction
	Company			General ledger			Transaction	Percentage of consolidated
No.	Name	Counterparty	Relationship	account	Amount		terms	revenues or total assets
					NT$
0	Siliconware Precision Industries Co., Ltd.	Siliconware USA, Inc.	Indirect owned subsidiary	Operating expense		500,451	As specified in contract		0.80	%
0	Siliconware Precision Industries Co., Ltd.	Siliconware USA, Inc.	Indirect owned subsidiary	Accrued expense		155,016	As specified in contract		0.21	%

F-52

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

32. Segment Information

A.	Operation in Different Industries
	The Company principally operates in one industry. The Company’s operation involves assembly, testing and turnkey services of integrated circuits. Besides, the chief operating decision maker reviews the operating results of the entire consolidated company to make decisions for allocating resources and evaluating performance. The Company as a whole is treated as only one operating and reportable segment.
B.	Operations in Different Geographic Areas
	The Company has no significant foreign operations.
C.	Sales

	For the years ended December 31,
Geographic areas	2006		2007		2008
	NT$		NT$		NT$
Taiwan		20,500,146		23,462,544		21,020,922
U.S.		28,278,609		33,039,895		28,631,910
Canada		5,766,647		4,801,804		3,668,015
Others		2,580,518		4,873,086		9,082,087
		57,125,920		66,177,329		62,402,934

	Sales by geographic region are identified by the locations where customers are headquartered.
D.	Major Customers
	A major customer is identified as the party that accounts for more than 10% of the Company’s net sales in any given year. No identity of segment for each major customer listed below is applicable due to the Company’s unclassified segment operation.

	For the years ended December 31,
	2006				2007				2008
			% of				% of				% of
Customers	Amount		net sale		Amount		net sale		Amount		net sale
	NT$				NT$				NT$
Customer A		5,733,910		10		6,735,258		10		6,874,567		11
Customer B		4,540,738		8		6,993,244		11		5,164,169		8
		10,274,648		18		13,728,502		21		12,038,736		19

F-53

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

33.	US GAAP Reconciliation
	The accompanying consolidated financial statements have been prepared in conformity with “Rules Governing the Preparation of Financial Reports by Securities Issuers” and accounting principles generally accepted in the Republic of China (“ROC GAAP”), which differ in certain material respects from generally accepted accounting principles in the United States (“US GAAP”). Such differences involve methods for measuring the amounts shown in the financial statements, as well as additional disclosures required by US GAAP.
	The following is a summary of the material adjustments to net income and shareholders’ equity, which would be required in reconciling the significant differences between ROC GAAP and US GAAP:

Reconciliation of consolidated net income:

	For the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
Net income as reported under ROC GAAP		13,329,069			17,489,351			6,313,530			192,721
US GAAP adjustments:
Compensated absences		(12,868	)		(12,975	)		(2,264	)		(69	)
Compensation		(1,909,445	)		(3,634,483	)		(1,581,727	)		(48,282	)
Employee stock option		(27,331	)		(2,356	)		—			—
Impairment on long-term investments		28,885			—			(279,843	)		(8,542	)
Embedded derivative		(2,986,828	)		(1,181,410	)		—			—
Defined benefit pension plan — net peroidic pension cost		—			7,160			240			7
Equity investments:
Net income variance between US
GAAP and ROC GAAP		9,409			6,672			—			—
Gain on disposal of investments		—			402,781			—			—
Total US GAAP adjustments		(4,898,178	)		(4,414,611	)		(1,863,594	)		(56,886	)
Taxation effect		(17,529	)		24,336			(56,164	)		(1,715	)
Net income under US GAAP		8,413,362			13,099,076			4,393,772			134,120

	For the years ended December 31,
	2006		2007		2008
	NT$		NT$		NT$		US$
Earnings per share under US GAAP (in dollars)
Basic		3.02		4.33		1.42		0.04
Diluted		3.01		4.32		1.42		0.04
Weighted average number of common stock outstanding (in thousands)
Basic		2,782,519		3,026,156		3,088,843		3,088,843
Effect of dilutive securites — employee stock option		15,288		6,251		14,650		14,650
Diluted		2,797,807		3,032,407		3,103,493		3,103,493

F-54

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Reconciliation of consolidated shareholders’ equity:

	December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
Total shareholders’ equity as reported under ROC GAAP		62,936,213			68,908,154			59,314,121			1,810,565
US GAAP adjustments:
Compensated absences		(42,968	)		(55,943	)		(58,207	)		(1,777	)
Compensation		(1,294,248	)		(1,728,916	)		—			—
Impairment on long-term investments		(170,424	)		—			—			—
Embedded derivative		(1,185,762	)		—			—			—
Defined benefit pension plan		(209,558	)		(316,665	)		(171,901	)		(5,247	)
Equity investments:
Net income variance between US GAAP and ROC GAAP		185,989			—			—			—
Technology and know-how contributed to a joint venture investee		(210,417	)		—			—			—
Adjustment for the variances between net income and shareholders’ equity		(14,730	)		—			—			—
Acquisition of Siliconware Corp.		4,873,500			4,873,500			4,873,500			148,764
Taxation effect		(8,481	)		15,855			(40,309	)		(1,230	)
Shareholders’ equity under US GAAP		64,859,114			71,695,985			63,917,204			1,951,075

F-55

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Movements in shareholders’ equity in accordance with US GAAP:

	For the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
Balance at January 1, as reported		51,390,757			64,859,114			71,695,985			2,188,522
Net income under US GAAP		8,413,362			13,099,076			4,393,772			134,120
Employee stock bonus		882,991			2,257,602			2,053,181			62,673
Employee stock option — amortized compensation		27,331			2,356			—			—
Adjustment for investee companies’ capital reserve		67,945			(18,200	)		5,507			168
Cumulative translation adjustment on long-term investment		25,187			107,202			211,940			6,469
Change in fair value of available-for-sale marketable securities		(4,576,257	)		(3,819,090	)		(880,816	)		(26,887	)
Employee stock option exercised		147,470			94,485			7,395			226
Conversion of Euro convertible bonds		8,471,206			2,736,620			—			—
Cash Dividends		(4,169,558	)		(9,974,332	)		(13,836,139	)		(422,349	)
Adjustment for investee company’s unrecognized pension cost		41			1,787			—			—
Adjustment for investee company’s treasury stock variances		33,178			1,366			—			—
Cash dividends for treasury stock held by subsidiaries		53,391			117,976			161,415			4,927
ECB conversion — APIC		4,316,358			2,367,172			—			—
Defined benefit pension plan		(209,558	)		(151,879	)		104,964			3,204
Adjustment for the variances between net income and shareholders’ equity		(14,730	)		14,730			—			—
Balance at December 31		64,859,114			71,695,985			63,917,204			1,951,075

F-56

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

The balance sheet accounts under US GAAP is as follows:

	December 31,
	2007		2008
	NT$		NT$		US$
Current Assets
Cash and cash equivalents		22,278,258		12,941,842		395,050
Short-term investments		346,400		5,899,123		180,071
Notes receivable, net		116,622		46,173		1,409
Accounts receivable, net		11,257,006		7,290,315		222,537
Inventories		3,460,983		2,383,067		72,743
Other current assets		2,589,233		1,593,045		48,628
		40,048,502		30,153,565		920,438
Long-term investments		5,592,339		1,397,516		42,659
Property, plant and equipment		38,622,365		38,839,633		1,185,581
Intangible assets		4,873,500		4,873,500		148,764
Other assets		1,699,761		3,101,076		94,660
Total Assets		90,836,467		78,365,290		2,392,102
Current liabilities		15,464,180		11,752,799		358,754
Long-term liabilities		2,995,871		2,248,065		68,622
Other liabilities		680,431		447,222		13,651
Total Liabilities		19,140,482		14,448,086		441,027
Total Stockholders’ Equity		71,695,985		63,917,204		1,951,075
Total Liabilities and Stockholders’ Equity		90,836,467		78,365,290		2,392,102

The significant accounting policies for the reconciliation from ROC GAAP to US GAAP is as follows:

(1) Consolidation

Under ROC GAAP, Statement of Accounting Standards No. 7, “Consolidated Financial Statements” requires that an entity fully consolidate all of the subsidiaries which it owns, directly or indirectly, more than 50% of the voting rights and which it owns, directly or indirectly, less than 50% of the voting rights but has effective control. Significant inter-company transactions and balances between the Company and its subsidiaries are eliminated.

Under US GAAP, the FASB released Interpretation No. 46 (R), “Consolidation of Variable Interest Entities (revised December 2003) — an interpretation of ARB No. 51” in December 2003, which clarifies Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and replaces FASB Interpretation No. 46, “Consolidation of Variable Interest Entities — an interpretation of ARB No. 51”. This interpretation requires existing unconsolidated variable interest entities (VIE) to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. In other words, the Company would be the primary beneficiary of such entity if it absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both. The Company performed analysis for VIEs and did not identify any variable interest entity pursuant to FIN No. 46 (R).

F-57

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(2) Compensated Absences

Under ROC GAAP, the Company is not required to accrue for unused vacation at the end of each year. However, under US GAAP, unused vacation that can be carried over to the next year has to be accrued for at each balance sheet date to properly match the expense with the period in which the employee provided the services.

(3) Share-based Compensation

Employee Stock Option

A. From January 1, 2006, the Company adopted SFAS No. 123(R) (Revised 2004), “Share-Based Payment” which eliminated the alternative to use APB 25’s intrinsic value method and required the use of the fair value method with forfeitures estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. In addition, the exercise price of the Company’s stock options is subject to change due to the distribution of stock dividends. The Company was required to measure the effects of the modification and record incremental compensation cost, if any. For the years ended December 31, 2006 and 2007, the Company recorded share-based compensation expense of NT$27,331 and NT$2,356, respectively.

B. The following table summarizes the effects of employee stock option resulting from the application of SFAS No. 123(R):

	For the year ended
	December 31, 2006
	NT$
Effects in net income from employee stock option		(27,331	)
Net effect of employee stock option on basic earnings per share (in dollars)		(0.02	)
Net effect of employee stock option on diluted earnings per share (in dollars)		(0.01	)

C. For computing the fair value of options granted, we use the Black-Scholes option-pricing model with input assumptions of expected volatility, expected life, expected dividend rate and expected risk-free rate of return. We applied the historical volatility based on the historical stock price volatility over the historical time period commensurate with the expected term of the employee stock option. The expected term is based on our contractual term. We estimated dividend yield by historical experience. Besides, we used the yield of Taiwan Government Bond with the contract term equal to the expected term of the share options as our risk-free interest rate pursuant to SFAS No. 123 (R), which required entities based in jurisdiction outside the United States to use the implied yield of zero-coupon government bonds currently available in the market where the shares are primarily traded when estimating the risk-free interest rate. The fair value of the Company’s stock options used to compute the 2006 and 2007 compensation expense is the estimated present value at grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

F-58

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

Volatility	59.96% ~67.12 %
Risk-free interest rate	1.70% ~3.04 %
Expected holding period	3 ~ 5 years
Dividend yield	0%

Note 1: No options granted in 2006, 2007 and 2008.

Note 2: No additional compensation costs were recorded for the modification of employee stock option in 2006 and 2007.

D. Additional information concerning our employee stock option is summarized as following:

	For the years ended December 31,
	2006		2007		2008
	NT$		NT$		NT$
Total intrinsic value of the options exercised		413,106		563,999		54,131
Total fair value of options vested		113,174		87,942		—

	December 31,
	2007		2008
	NT$		NT$
Aggregate intrinsic value of exercisable options		79,459		—
Aggregate intrinsic value of outstanding options		79,459		—

Compensation to Directors and Employees

Net income impact of	For the years ended December 31,
compensation adjustment	2006		2007		2008
	NT$		NT$		NT$		US$
US GAAP adjustment:
Remuneration to directors		120,798		157,404		—		—
Employee bonuses accrual		1,173,450		1,571,512		—		—
Adjustment to fair market value		615,197		1,905,567		1,581,727		48,282
Total employee bonuses		1,788,647		3,477,079		1,581,727		48,282
Total net income adjustment relating to compensation		1,909,445		3,634,483		1,581,727		48,282

Shareholders’ equity impact of	December 31,
compensation adjustment	2006		2007		2008
	NT$		NT$		NT$		US$
US GAAP adjustment:
Remuneration to directors		120,798		157,404		—		—
Employee bonuses		1,173,450		1,571,512		—		—
Total shareholders’ equity adjustment relating to compensation		1,294,248		1,728,916		—		—

F-59

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(i) Remuneration to directors

The Company’s Articles of Incorporation require a cash remuneration payment to its directors. Before January 1, 2008, such payments are charged directly to retained earnings for the period in which shareholders approve such payment under R.O.C. GAAP. However, such cash payments should be recorded as compensation expense in the period when services are rendered under US GAAP.

Effective January 1, 2008, pursuant to R.O.C. EITF 96-052 “Accounting for Employees’ Bonuses and Directors’ and Supervisors’ Remuneration” as prescribed by the Accounting Research and Development Foundation, R.O.C., dated March 16, 2007, the Company should no longer treat employees’ bonuses and directors’ and supervisors’ remuneration as reductions of retained earnings but record an cost/expense and related liability when the Company has legal obligations and could reasonably estimate such amount.

(ii) Employee bonuses

Certain employees of the Company are entitled to bonuses in accordance with applicable provisions of the Company’s Articles of Incorporation. Employee bonuses are set at 10% of distributable retained earnings. Distributable retained earnings are calculated as retained earnings after various reserves have been made in accordance with R.O.C. regulations and the Company’s Articles of Incorporation and after appropriation for remuneration to directors. Employee bonuses may be granted in cash, shares, or a combination of both. Regardless of the form of the bonus, however, the shareholders are required by the Article of Incorporation to approve a 10% of distributable earnings as the employee bonus whenever there is a dividend distribution. Before January 1, 2008, such bonuses are appropriated from retained earnings in the period shareholders’ approval is obtained under R.O.C. GAAP. If such employee bonuses are settled through the issuance of shares of the Company, the amount charged against retained earnings is based on the par value of the common shares issued. Under US GAAP, employee bonus expense is initially accrued at the end of the period when services are rendered, at 10% of the distributable retained earnings, which is considered the minimum liability the Company has to pay. When bonuses are approved by the shareholders in the subsequent year, an additional compensation expense is recorded for the difference between the par value and the fair market value of shares granted to employees. The difference between US GAAP and R.O.C. GAAP in this area would result in adjustments to the Company’s net income and shareholders’ equity as shown in reconciliation tables set forth at the beginning of this note. This accounting treatment for employee bonuses is based on the guidance of the US SEC Staff Paper entitled “International Reporting and Disclosure Issues in the Division of Corporate Finance dated November 1, 2004”. The Board of Directors of the Company resolved to distribute employee bonuses of NT$731,079 from 2005 earnings in 2006, NT$1,173,450 from 2006 earnings in 2007 and NT$1,571,512 from 2007 earnings in 2008. In addition to the adjustments to net income and shareholders’ equity as shown in the above schedules, the application of US GAAP to employee’s bonuses would also result in a reclassification from retained earnings to additional paid-in capital of NT$5,305,136, NT$7,210,702 and NT$8,792,429 for the years ended December 31, 2006, 2007 and 2008, respectively.

From January 1, 2008, the Company adopted R.O.C. EITF 96-052 “Accounting for Employees’ Bonuses and Directors’ and Supervisors’ Remuneration” under R.O.C. GAAP and should no longer treat employees’ bonus as a reduction of retained earnings but record an expense and related liability when the Company has legal obligations and could reasonably estimate such amount.

F-60

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(4) Equity Investments

Under both R.O.C. GAAP and US GAAP, investments representing at least twenty percent of the voting interests of each investee for which the Company exercises significant influence over operating and financial policies are generally accounted for under the equity method. However, there are the following differences in applying equity accounting under R.O.C. GAAP and US GAAP.

(i) Net income (loss) variance between US GAAP and R.O.C. GAAP

The Company’s proportionate share of the income (loss) from an equity investee may differ if the equity investee’s net income (loss) under R.O.C. GAAP differs from US GAAP, resulting in differences in the carrying amount of the equity investment reported under R.O.C. GAAP and US GAAP. The differences between R.O.C. GAAP and US GAAP for the equity investees include, but are not limited to, accounting for compensation, joint venture accounting, embedded derivatives, deferred tax, and compensated absences.

(ii) Technology and know-how contributed to a joint venture investee

In 1997, the Company established a joint venture, ChipMOS. Both the Company and its joint venture partner contributed cash as well as “technological know-how” to the joint venture. The Company contributed cash in the amount of NT$1.4 billion. The technological know-how contributed was not carried on the Company’s balance sheet and was valued at NT$0.1 billion, a deemed value agreed to by both parties.

Under R.O.C. GAAP, the Company recognized an initial cost of investment for NT$1.5 billion for cash and the value of know-how contributed. The value of know-how was recognized as a deferred gain under other liabilities and was amortized over a period during which the know-how transfer was completed and implemented.

Under US GAAP, generally, an investor initially records its joint venture investment at cost (i.e. the amount of cash contributed or net book value of non-cash assets contributed) and a gain should not be recognized on receipt of an interest in a joint venture if some or all of the investors’ interest was received for the know-how contributed. Therefore, under US GAAP, the Company initially recorded its joint venture investment at the amount of cash contributed of NT$1.4 billion, and did not recognize the deemed value for the know-how contributed. In addition, the excess of the Company’s cost of investment of NT$1.4 billion over the Company’s proportionate share of fair value of ChipMOS’ identifiable net assets is being amortized over a period of 5 years under US GAAP. Effective January 1, 2002, Statement of Financial Accounting Standards (SFAS) No. 142 requires that we cease amortization for the difference between the cost of an investment accounted for under the equity method and the amount of underlying equity in net assets of the investee.

(iii) Adjustment for the variances between net income and shareholders’ equity under US GAAP

The Company’s proportionate share of the income (loss) from an equity investee may differ from its share in the investee’s equity. Under both R.O.C. GAAP and US GAAP, the Company is required to adjust its investment in corresponded to its pro rata share of the investee’s equity. Under R.O.C. GAAP, adjustments may include, but are not limited to, cumulative translation and unrecognized pension cost. For reconciliation to US GAAP, additional adjustments are made for the variances exclusively resulting from US GAAP, such as defined benefit pension plan pursuant to SFAS No. 158.

F-61

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(5) Defined Benefit Pension Plan

(i) Net periodic pension cost variance between US GAAP and R.O.C. GAAP

The Company’s net periodic pension cost under US GAAP may differ from the one under R.O.C. GAAP due to differences in, but not limited to, service cost, interest cost, expected return on assets and the amortization in net gain (loss). Reconciliation of the difference between US GAAP and R.O.C. GAAP is required before reaching US GAAP funding status.

(ii) Adjustment for the US GAAP funding status

Under ROC GAAP, pension liability is accrued without reflecting the funded status and additional minimum liability is used when the fair value of pension assets is less than the amount of accumulated benefit obligation. Under US GAAP, additional pension liability or asset is accrued pursuant to SFAS No. 158 (effective December 15, 2006), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)”, which requires the recognition of the overfunded or underfunded status of a defined benefit postretirement plan through other comprehensive income, net of tax, at the balance sheet date and eliminates the use of additional minimum liability. Gains and loss, prior service costs, or transition assets and liabilities unrecognized as components of net periodic benefit cost of the period in accordance with SFAS No. 87 are now recognized as a component of other comprehensive income.

(6) 10% Tax on Undistributed Earnings and Tax Effect of US GAAP Adjustments

Under R.O.C. GAAP, a 10% tax on undistributed earnings is recognized as a tax expense in the year of shareholders’ approval. Under US GAAP, the 10% tax on undistributed earnings should be accrued during the period the earnings generated and adjusted to the extent that distributions are approved by the shareholders in the following year. Moreover, additional tax benefit (expense) and deferred tax assets or liabilities would be adjusted for the reconciled items resulting in income differences between R.O.C. GAAP and US GAAP. For the years ended December 31, 2006, 2007 and 2008, total amounts of tax benefit (expense) reconciled from ROC GAAP to US GAAP were NT$(17,529), NT$24,336 and NT$(56,164), of which NT$(22,446), NT$22,446 and NT$(56,822) were adjusted for the undistributed earnings.

(7) Earnings Per Share (EPS)

In calculating weighted average number of shares outstanding for EPS purposes under R.O.C. GAAP, employee bonus shares have been treated as outstanding for all periods, in a manner similar to a stock split or dividend, and are retroactively adjusted to previous years’ calculation of weighted-average outstanding shares. Under US GAAP, employee bonus shares have been considered separately from the stock dividend or split and have been treated as outstanding from the date when they were issued. The numbers of employee bonus shares issued in 2006, 2007, and 2008 were 26,779,433 shares, 35,203,522 shares, and 47,145,362 shares, respectively.

F-62

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

In computing the dilutive effect of convertible bonds when calculating net income available to common stockholders for diluted EPS, the after-tax results of compensated interest expenses, unrealized foreign exchange gain/loss, amortization of bond issuance costs are taken into consideration under R.O.C. GAAP. However, under US GAAP, in addition to the above three items, the after tax result of mark-to-market gain or loss on embedded derivatives bifurcated from the host bonds is also taken into consideration. Anti-dilutive effects are not adjusted under R.O.C. GAAP or US GAAP.

For the purpose of computing the dilutive effect of the employee stock option, the treasury-stock method is used. Treasury shares that could be repurchased with assumed proceeds from the exercise of employee stock options might not be sufficient for the share issued upon exercising options. Therefore, incremental shares are added to the weighted average number of shares outstanding. Under R.O.C. GAAP, the assumed proceeds are the exercise price. Under US GAAP, the assumed proceeds is the sum of (a) the exercise price, (b) the amount of compensation cost attributed to future services and not yet recognized, and (c) the amount of excess tax benefits that would be credited to additional paid-in capital assuming exercise of the options. Therefore, the amount of incremental shares calculated under US GAAP is different from the one calculated under R.O.C. GAAP.

(8) Marketable Securities

Under R.O.C. SFAS No. 34, the Company is required to classify its equity investments into financial assets at fair value through profit or loss, available-for-sale, held-to-maturity securities or financial assets carried at costs. Unrealized gains or losses on available-for-sale securities are reported through shareholders’ equity.

Under US GAAP SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities”, debt and equity securities that have readily determinable fair values are to be classified as either trading, available-for-sale or held-to-maturity securities. Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Debt and equity securities that are bought and traded for short-term profits are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Debt and equity securities not classified as either held-to-maturity or trading are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity. The fair value of listed stock under US GAAP is generally determined by the closing price at the balance sheet date. For individual securities classified as either available-for-sale or held-to-maturity, the Company performs an analysis to determine whether a decline in fair value below cost is other than temporary.

(9) Goodwill Acquired from Merger

Under R.O.C. GAAP, the fair value of the net assets we received was used as the value of the consideration for the acquisition of the remaining interests in Siliconware Corporation on December 31, 2000 and reflected in the common stock and capital reserve in our balance sheet. As the consideration is equal to the fair value of the net assets received, no goodwill is recorded.

Under US GAAP, in connection with acquisition of Siliconware Corporation in 2000, the Company recorded net assets and goodwill of NT$5,415,439, respectively, based on independent appraisal report. Prior to the adoption of SFAS No. 142, goodwill was amortized on straight-line basis over ten years. Effective January 1, 2002, the Company adopted SFAS No. 142 and ceased amortization of goodwill and performed the annual impairment analysis using a fair value approach. As of December 31, 2008, the net carrying amount of goodwill was NT$4,873,500 and no impairment of goodwill was identified during 2006 to 2008.

F-63

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(10) Stock Dividends

Under R.O.C. GAAP, an issuance of stock dividend is recorded at par with a charge to retained earnings. Under US GAAP, if the ratio of distribution is less than 25 percent of shares of the same class outstanding, the fair value of the shares issued should be charged to retained earnings. This different treatment results, under US GAAP, in a reclassification from retained earnings to additional paid-in capital of NT$33,522,702 and NT$34,554,263 at December 31, 2007 and 2008, respectively. These adjustments have no effect on shareholders’ equity.

(11) Impairment of Long-lived Assets and Equity Investments

(i) Impairment of long-lived assets

Under both R.O.C. GAAP and US GAAP, the Company is required to valuate whether long-lived assets are subject to impairment. Impairment test is performed whenever event occurs or evidence indicates the carrying amount of an asset may not be recoverable.

Under R.O.C. GAAP, R.O.C. SFAS No. 35, “Accounting for Assets Impairment”, a long-lived asset is considered impaired when the anticipated recoverable amount is less than the asset’s carrying value. Recoverable amount is measured as the higher of net selling price or value in use (discounted cash flows). The difference between the recoverable amount and the asset’s carrying amount is recognized as a loss in earnings.

Under US GAAP, a long-lived asset is considered impaired when the anticipated undiscounted cash flows are less than the asset’s carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived assets. The estimate of fair value is generally based on quoted market prices, on the best available information, including prices for similar assets and the results of using other valuation techniques, or discounted cash flows.

The Company performs periodical review for its long-lived assets and reclassifies idle assets from assets held for operating use. Idle assets are no longer used for production purposes due to technology phase out and replacement and are disposed as buyers are identified. These assets are reported at the lower of carrying amount or fair value less cost to sell. The impairment losses on idle assets for the years ended December 31, 2006, 2007 and 2008 were NT$27,672, NT$48,528 and NT$43,093, respectively. No impairment was identified for other long-lived assets besides idle assets and no reconciliation for impairment loss between R.O.C. GAAP and US GAAP were made for the years ended December 31, 2006, 2007 and 2008.

F-64

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(ii) Impairment of equity investments

Both under R.O.C. GAAP and US GAAP, the Company valuates its equity investments for impairment due to declines in the market value that are considered other than temporary. Such valuations include an assessment of general economic and company-specific considerations, such as customer forecasts and regularly updated projections of operating results. In the event of a determination that a decline in market value is other than temporary, loss is recognized in the current year’s income. The valuation of whether a decline in market value is other than temporary requires considerable management judgment. For an investee who resolves to liquidate or dissolve, a one-time write-off would be recorded to the extent that the estimated proceeds would be obtained and the amount of investment balance would not be recovered.

During 2005, the Company adopts R.O.C. SFAS 35, “Accounting for Assets Impairment”. In 2006, the Company evaluated its equity investments for impairment under ROC GAAP and recognized impairment loss of NT$28,885 for Artest, which was previously recognized under US GAAP. Therefore, the impairment loss of NT$28,885 was reversed for GAAP reconciliation in 2006.

(12) Embedded Derivative — The Company’s Accounting as an Issuer

Under R.O.C. GAAP, when an issuer issues convertible bonds, the entire instrument is recorded as a liability at an amount equal to the proceeds received. Any discount or premium to the par value of the convertible bond is amortized in the statement of operations by using the effective interest rate method. If the convertible bonds contain a redemption premium above their par value amount, the excess is accrued, using the effective interest rate method, over the period to redemption as a charge to interest expense. Upon conversion, the carrying value of the bond is credited to common stock at its par value and the difference between the carrying value of the bond and the par value of the stock is recorded to additional paid-in capital. No gain or loss is recognized.

Under US GAAP, in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, the conversion feature embedded in a bond does not have to be separately accounted for as a derivative at fair value, if the feature is indexed only to the issuer’s own stock and would otherwise be classified in stockholders’ equity in the issuer’s statement of financial position (the “Scope Exception”).

The Company issued zero-coupon convertible bonds on January 28, 2002 amounting to US$200,000 (the “2002 Bonds”). The 2002 Bonds are denominated in US dollars and allow the bondholders to redeem at 105.9185% of their par value on July 29, 2004. The premium put option and the conversion option are treated as a single-compound derivative instrument. Further, under US GAAP, the embedded feature with the combination of mutually exclusive choices, i.e., conversion of the debt to equity or redemption at a multiple of the 2002 Bonds par value, does not qualify for the Scope Exception. Additionally, our 2002 Bonds allow bondholders to convert into either the Company’s common stock which is traded on the Taiwan Stock Exchange (denominated in New Taiwan Dollar) or into the Company’s ADSs, which are traded on NASDAQ (denominated in US Dollars). The conversion terms contain a fixed foreign exchange feature determining the rate at which the bonds are to be converted into New Taiwan Dollar stock. As a result of the combination of the conversion option and the fixed foreign exchange rate, the 2002 Bonds are dual indexed and therefore not eligible for the Scope Exception. On February 5, 2004, the Company issued zero-coupon convertible bonds amounting to US$200,000 (the “2004 Bonds”). Similar to the 2002 Bonds, the 2004 Bonds permit the bondholders to convert those bonds into either the Company’s New Taiwan Dollar shares or ADSs resulting in those bonds being dual indexed and also not eligible for the Scope Exception. Both the compound embedded derivative in the 2002 Bonds and the embedded conversion option in the 2004 Bonds are accounted for as derivative instruments in accordance with SFAS No. 133 with changes in fair value recognized in the income statement. The Company also recognized interest expense of NT$240,446, NT$27,715 and nil arising from the amortization of bond discount and loss on subsequent conversion and/or buyback of convertible bonds of NT$945,956 and NT$1,131,897, respectively, for the years ended December 31, 2006 and 2007.

F-65

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

For the years ended December 31, 2006 and 2007, the net loss recognized from applying derivative accounting amounting to NT$2,986,828 and NT$1,181,410, respectively.

All of the convertible bonds issued in 2002 have been converted into common stocks, redeemed, or retired after being repurchased from the market as of March 31, 2007. All of the convertible bonds issued in 2004 have been converted into common stocks or redeemed as of September 30, 2007.

(13) Disposal of ChipMOS Technologies Inc. with Subscription of ChipMOS Technologies (Bermuda) Ltd.

On March 27, 2007, the Company disposed its common stock ownership in ChipMOS Technologies Inc., or “ChipMOS”, and acquired common stock ownership in ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda, the parent company of ChipMOS Technologies Inc., through private stock offering. Under ROC GAAP, the Company evaluated whether this exchange had commercial substance, which was the expectation of significant change of the future cash flows of the Company, and concluded that no such significant change would be expected. Therefore, the Company recognized gain on disposal of investment of NT$793,492 for the year ended December 31, 2007 and deferred the recognition of gain on disposal of NT$279,843 until the investment in ChipMOS Bermuda is disposed. However, under US GAAP, this transaction involved significant monetary consideration which was at least 25% of the fair value exchange was deemed to be a monetary exchange in accordance with EITF 01-02, “Interpretations of APB Opinion No. 29”. Also, the transfer of our ownership in ChipMOS with ChipMOS Bermuda for its equity interest was excluded from the scope of APB Opinion No. 29, “Accounting for Nonmonetary Transactions” pursuant to SFAS No.153, “Exchanges of Nonmonetary Assets — an amendment of APB Opinion No. 29”. Therefore, the Company recorded the exchange in fair value and included deferred gain under the ROC GAAP in its U.S. GAAP earnings for the year ended December 31, 2007.

Under the impact of global financial crisis, the Company performed evaluation of impairment toward ChipMOS Bermuda and recognized other-than temporary impairment loss of NT$2,143,973 under ROC GAAP and NT$2,423,816 under US GAAP for the year ended December 31, 2008.

34. Additional Disclosure Required by US GAAP

(1) Risks and Uncertainties

The Company is a provider of subcontract IC assembly and testing services. The Company’s revenues are derived primarily from precision dicing of silicon wafers into individual ICs, mounting and wire bonding ICs to lead frames, and sealing ICs in molded plastic packages. The Company’s other products include a variety of turnkey services, including the grinding of wafers to specified thickness, function testing of packaged ICs, and drop shipment to customers of the IC manufactures. The Company provides its services on a global basis but mainly to customers in Taiwan of 33.7% and North America of 51.8% in 2008. The Company’s first two largest customers accounted for a total of 18%, 21% and 19% of net sales in 2006, 2007 and 2008, respectively, and its five largest customers accounted for 40%, 41% and 39% of the Company’s net sales in 2006, 2007 and 2008, respectively.

F-66

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

In 2006, 2007 and 2008, some of the Company’s net operating revenues were denominated in currencies other than N.T. dollars, such as U.S. dollars. The Company did not hedge any portion of the resulting net foreign exchange position and would be affected by the fluctuations in U.S. dollar, Japanese Yen and other currencies.

Substantially all of the Company’s accounts receivables are due from companies in high technology industries located primarily in Asia and North America. Further, the five largest receivables amounted to NT$4,441,005 and NT$3,287,444 as of December 31, 2007 and 2008, respectively. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. Receivables are generally due within 90 days.

Other factors that could affect the Company’s future operating results and cause actual results to vary materially from historical results include, but are not limited to, dependence on the highly cyclical nature of both the semiconductor and the personal computer industries, competitive pricing and declines in average selling prices, availability of manufacturing capacity, dependence on raw materials and competition.

(2) Maturity of Long-term Liabilities

Aggregate maturities for the Company’s long-term loans as of December 31, 2008 are as follows:

Years ending December 31,	Amounts
	NT$		US$
2009		750,000		22,894
2010		1,500,000		45,787
2011		750,000		22,894
2012		—		—
2013		—		—
		3,000,000		91,575

(3) Uncertainty in Income Taxes

Effective for fiscal years beginning after December 15, 2006, the FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109”, requires the recognition of the impact of a tax position in our financial statements if that position is more likely than not of being sustained on audit. This interpretation also prescribes measurement of a tax position taken or expected to be taken in a tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company adopted the two-step evaluation process required by this interpretation. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step is to determine the amount of benefit to recognize in the financial statements if the more-likely-than-not recognition threshold is met. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. As a result of the evaluation, the Company did not recognize any cumulative effect adjustment to the retained earnings at the beginning of the years 2007 and 2008. As of December 31, 2007 and 2008, there was no material uncertain tax position or unrecognized tax benefit identified by the Company.

F-67

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(4) Cash and Cash Flow Statements

A. Under ROC GAAP, all certificates of deposit are classified as cash and cash equivalents. Under US GAAP, cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. In addition, payment for employees’ cash bonuses are classified as cash used in operating activities under US GAAP compared to which classified as cash used in financing activities under ROC GAAP. Summarized cash flow information under US GAAP would be presented as follows:

	For the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
Net cash provided by operating activities		20,250,012			23,601,166			20,504,634			625,905
Net cash (used in) provided by investing activities		(20,393,997	)		2,891,936			(16,108,193	)		(491,703	)
Net cash provided by financing activies		(6,039,930	)		(10,335,263	)		(13,827,063	)		(422,072	)
Effect on foreign exchange		7,712			22,231			94,206			2,876
Net (decrease) increase in cash and cash equivalents		(6,176,203	)		16,180,070			(9,336,416	)		(284,994	)
Cash and cash equivalents at beginning of the year		12,274,391			6,098,188			22,278,258			680,045
Cash and cash equivalents at the end of the year		6,098,188			22,278,258			12,941,842			395,051

B. Non-cash financing activity:

(1) Additional 166,354,273 shares of common stock were issued upon the conversion of the 2002 Euro convertible bonds with principal amounts of US$128,360 in 2006. All of the convertible bonds issued in 2002 have been converted into common stocks, redeemed, or retired after being repurchased from the market as of March 31, 2007.

(2) Additional 111,515,378 shares and 80,711,248 shares of common stock were issued upon the conversion of the 2004 Euro convertible bonds with principal amounts of US$116,979 and US$83,020 in 2006 and 2007, respectively. All of the convertible bonds issued in 2004 have been converted into common stocks or redeemed as of September 30, 2007.

F-68

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(5) Comprehensive Income

Comprehensive income under R.O.C. GAAP for the years ended December 31, 2006, 2007 and 2008 and accumulated other comprehensive income balances as of December 31, 2007 and 2008 are summarized as follows:

	For the years ended December 31,
	2006			2007			2008
	NT$			NT$			NT$			US$
Net income		13,329,069			17,489,351			6,313,530			192,721
Other comprehensive income (loss), net of taxes
Cumulative translation adjustment on equity investment		25,187			107,202			211,940			6,469
Remuneration to directors and supervisors		(149,324	)		(120,797	)		(157,405	)		(4,805	)
Employees’ cash bonus		(463,284	)		(821,415	)		(1,100,058	)		(33,579	)
Adjustment for unrealized (loss) gain on available-for-sale financial assets		4,765,885			(3,604,489	)		(1,160,659	)		(35,429	)
Adjustment for investee companies’ capital reserve		67,945			(18,200	)		5,507			168
Adjustment for investee companies’ unrecognized pension cost		41			1,787			—			—
Net loss not recognized as pension cost		—			(37,613	)		(39,559	)		(1,208	)
Comprehensive income		17,575,519			12,995,826			4,073,296			124,337

	As of December 31,
	2007			2008
	NT$			NT$			US$
Accumulated other comprehensive income balances
Cumulative translation adjustment on equity investment		82,283			294,223			8,981
Remuneration to directors and supervisors		(401,532	)		(558,937	)		(17,062	)
Employees’ cash bonus		(1,534,300	)		(2,634,358	)		(80,414	)
Adjustment for change in equity investment holding ratio		15,063			15,063			460
Adjustment for unrealized loss on available-for-sale financial assets		1,160,659			—			—
Adjustment for investee companies’ capital reserve		( 509	)		4,998			153
Net loss not recognized as pension cost		(37,613	)		(77,172	)		(2,356	)
Accumulated other comprehensive income		(715,949	)		(2,956,183	)		(90,238	)

F-69

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(6) Employers’ Disclosure about Pension Benefit

(i) The following tables set forth the actuarial assumptions, funded status and amounts recognized for the Company’s defined benefit pension plan pursuant to SFAS No. 87 and SFAS No. 158:

(1) Assumptions:

	For the years ended December 31,
	2007			2008
Discounted rate		2.75	%		2.20	%
Long-term rate of compensation increase		2.00	%		1.00	%
Expected rate of return on plan assets		3.00	%		2.50	%

In determining the discount rate, SFAS No. 87, “Employer’s Accounting for Pensions”, recommends some factors for consideration, including: (a) rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of the pension benefits; and (b) rates implicit in current prices of annuity contracts that could be used to effectively settle the pension obligation. Since Taiwan bond market does not have a deep market for corporate bonds, the yield rates of government bonds with duration years of 15 years or more are mainly used in determining the discount rate.

(2) Change in Benefit Obligation:

	For the years ended December 31,
	2007			2008
	NT$			NT$
Benefit obligation at the beginning of the year		(1,321,342	)		(1,620,782	)
Service cost		(35,315	)		(35,463	)
Interest cost		(42,793	)		(45,252	)
Plan amendments		—			59,238
Actuarial loss		(226,759	)		76,848
Benefits paid		5,427			20,680
Projected benefit obligation at the end of the year		(1,620,782	)		(1,544,731	)

F-70

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(3) Change in Plan Assets:

	For the years ended December 31,
	2007			2008
	NT$			NT$
Fair value of plan assets at the beginning of the year		981,250			1,059,039
Actual return on plan assets		28,021			38,553
Employer contributions		55,195			53,625
Benefits paid		(5,427	)		(20,680	)
Fair value of plan assets at the end of the year		1,059,039			1,130,537

(4) Funded Status:

	December 31,
	2007			2008
	NT$			NT$
Projected benefit obligation		(1,620,782	)		(1,544,731	)
Fair value of plan assets		1,059,039			1,130,537
Funded status		(561,743	)		(414,194	)
Unrecognized transition assets		(2,738	)		(1,825	)
Net prior service cost		—			(57,814	)
Unrecognized net loss		538,202			439,599
Accrued pension cost — before adjustment		(26,279	)		(34,234	)
Additional liability		(535,464	)		(379,960	)
Accrued pension cost — after adjustment		(561,743	)		(414,194	)

(5) Net Pension Cost:

	For the years ended December 31,
	2007			2008
	NT$			NT$
Service cost		35,315			35,463
Interest cost		42,793			45,252
Expected return on assets		(32,636	)		(32,470	)
Amortization of unrecognized transition assets		(913	)		(913	)
Net prior service cost		—			(1,424	)
Amortization of unrecognized net loss		7,279			15,672
Net periodic pension cost		51,838			61,580

(6) Other Required Disclosure:

	December 31,
	2007			2008
	NT$			NT$
Accumulated benefit obligation		(1,130,091	)		(1,249,343	)

F-71

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(ii) Valuation and allocation of plan assets

The plan assets are all maintained in cash in the designed account at Bank of Taiwan (BOT). BOT holds cash contributions made by the Company and invests the contributions into its managed portfolio, which may contain, but not limited to, government loans, equities, bonds, foreign investment, short-term notes, securitized products. The Company does not have authority on how to invest the money. The plan assets increase by the Company’s contributions, account interest earned and profit sharing of the portfolio of BOT pension assets and decrease by the payments made to the retired employees.

(iii) Additional disclosures under SFAS No.132 (R) regarding pension benefits are as follows:

A. Estimated future benefit payments:

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

	Amounts
	NT$		US$
2009		5,938		181
2010		5,524		169
2011		14,282		436
2012		10,221		312
2013		12,249		374
Year 2014 to 2018		169,579		5,176

B. Contributions:

The Company expects to contribute NT$ 53,855 to its pension plan in 2009.

(7) Inventory Provision

The Company evaluates its inventory based on the lower of cost or market value (LCM) and records inventory at market by allowance method, which an allowance account and a loss account are established for the inventory write-downs in the period in which the loss occurs. Balance of the allowance account is reversed and a gain on the recovery of loss on obsolescence and decline in market value of inventory is recognized only when the inventory is sold or disposed. The accounting treatment under ROC GAAP is identical to which under US GAAP.

(8) Revenue Recognition Accounting Policy

The Company derives its revenues from the provision of independent assembly, testing services, and turnkey services and recognizes service revenues upon shipment or upon completion of various stages of turnkey services, based upon transaction terms and when collection is reasonable assured, which is essentially the same under US GAAP. If turnkey services are negotiated in one contract, the Company recognizes revenues based on the quoted prices when all of the revenue recognition criteria are met.

F-72

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(9) Sales Returns

The Company derives revenues only from providing independent testing and assembly services to semiconductor companies. As the Company does not engage in product sales, it does not account for sales returns.

(10) Major Debt Covenants

The major covenants of the Company’s long-term loans are as follows:

a.	Current ratio should be larger than 100%.
b.	Liability to equity ratio should be lower than 100%.
c.	Interest coverage ratio should be larger than 400%.

(11) Operating Leases

The Company entered into three lease contracts with Science Park Administration for the use of land of the facility located in Hsinchu, Taiwan. None of these three contracts have met any of the four criteria classified as capital leases and no noncancelable lease terms are included in the leases. Rental expenses recorded for the years ended December 31, 2006, 2007, and 2008 were NT$9,055, NT$10,300 and NT$10,328, respectively.

(12) Valuation and Qualifying Accounts and Reserves

The information about our valuation and qualifying accounts and reserves are as follows:

	Balance at
	beginning		Balance at end
Description	of period		of period
	NT$		NT$
For the year ended 2006
Allowance for doubtful accounts		12,280		24,270
Allowance for sales discounts		67,180		55,475
Allowance for loss on obsolescence and decline in market value of inventory		50,693		47,787
Allowance for deferred income tax assets, current		—		141
Allowance for deferred income tax assets, noncurrent		303,287		174,343
For the year ended 2007
Allowance for doubtful accounts		24,270		33,114
Allowance for sales discounts		55,475		35,943
Allowance for loss on obsolescence and decline in market value of inventory		47,787		66,385
Allowance for deferred income tax assets, current		141		5,161
Allowance for deferred income tax assets, noncurrent		174,343		189,828
For the year ended 2008
Allowance for doubtful accounts		33,114		304,287
Allowance for sales discounts		35,943		156,096
Allowance for loss on obsolescence and decline in market value of inventory		66,385		75,581
Allowance for deferred income tax assets, current		5,161		—
Allowance for deferred income tax assets, noncurrent		189,828		256,714

F-73

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

(13) Recent Accounting Pronouncements

US GAAP

A.	In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” to define fair value, which establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. This statement will apply whenever another statement requires or permits assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement No. 157” to delay the effective date of SFAS No.157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis until the beginning of the first quarter of 2009. Currently, we are evaluating the impact of adopting SFAS No.157 on those assets and liabilities subject to the delay application in accordance with FSP FAS 157-2. However, the Company does not expect any significant impact on its consolidated financial statements.
B.	In October 2008, the FASB issued FSP FAS No.157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active”, which clarifies the application of SFAS No.157, “ Fair Value Measurements “ in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. This FSP is effective upon issuance, including prior periods for which financial statements have not been issued. No significant impact is expected on the adoption of FSP FAS No.157-3.
C.	In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115”, which permits all entities to choose, on specified election dates, to measure eligible financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings on each subsequent reporting date. SFAS No. 159 is effective for an entity’s fiscal year beginning after November 15, 2007. The adoption of SFAS No. 159 is expected not to have any significant impact on the Company’s financial results.
D.	In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”, which requires an acquirer to recognize the assets acquired, the liabilities assumed, any noncontrolling interest and contractual contingencies and contingent consideration in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred. This statement is effective for fiscal years beginning after December 15, 2008 and its effect will depend on the terms and timing of future acquisitions.
E.	In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51”, which requires that minority ownership interest be presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. This statement is effective for fiscal years beginning on or after December 15, 2008. Currently, the Company does not expect any significant impact on the adoption of SFAS No. 160 on its consolidated financial statements.

F-74

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE)

F.	In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An Amendment of SFAS No. 133”, which requires qualitative disclosures about how and why an entity uses derivative instruments, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. This statement is effective for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The adoption of SFAS No. 161 is expected not to have any significant impact on the Company’s financial results.
G.	In May 2008, the FASB issued FSP APB No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”, which requires the issuer of certain convertible debt instruments that may be settled in cash or other assets on conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s nonconvertible borrowing rate. In addition, this FSP requires bifurcation of a component of the debt, classification of that component to equity, and then accretion of the resulting discount on the debt to result in the economic interest cost reflected in the statement of operations. This FSP is effective for fiscal years and interim periods beginning after December 15, 2008 and does not permit early application. The Company does not expect any significant impact on the adoption of FSP APB No.14-1.
H.	In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” for nongovernmental entities, which imposes the GAAP hierarchy on the reporting entities, not their auditors, based on the long-standing mandate that the entity’s management, not their auditors, is responsible for selecting and applying the appropriate GAAP to their financial statements. In addition, SFAS 162 improved the GAAP hierarchy in three ways: (1) in its presentation, (2) in defining the driver for category (a), and (3) in making additions to the hierarchy. This statement is effective from 60 days following the SEC’s approval of the PCAOB amendment to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not expect any significant impact on the adoption of SFAS No.162.

R.O.C. GAAP

In November 2007, the R.O.C. Accounting Research and Development Foundation issued R.O.C. SFAS No. 10 (revised),” Inventories”, which provides guidance on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formulas that are used to assign costs to inventories. This statement is effective for fiscal years beginning on or after January 1, 2009. After evaluating the impact of the adoption R.O.C. SFAS No.10 (revised), the Company does not expect any significant impact on its consolidated financial statements.

F-75

MOORE STEPHENS

CERTIFIED PUBLIC ACCOUNTANTS

7 Fl., 53 Nanjing E. Rd., Sec.2,
Taipei 10464, Taiwan

The Board of Directors and Shareholders
ChipMOS TECHNOLOGIES INC. Tel: 886 2 25629889
Fax: 886 2 25815955
E-Mail: tpe@moorestephens.com.tw

We have audited the accompanying consolidated balance sheets of ChipMOS TECHNOLOGIES INC. and subsidiaries (collectively the “Company”) as of December 31, 2005 and 2006, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006, all expressed in New Taiwan dollars. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the Republic of China and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2005 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the Republic of China.

Accounting principles generally accepted in the Republic of China vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of net income (loss) for each of the three years in the period ended December 31, 2006, and the determination of shareholders’ equity and financial position as of December 31, 2005 and 2006, to the extent summarized in Note 25.

Moore Stephens
March 8, 2007
Taipei, Taiwan
Republic of China

F-76

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Par Value)

	December 31
	2005			2006
	NT$			NT$			US$
							(Note 3)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 2)		3,154,097			1,877,501			57,601
Restricted cash and cash equivalents (Note 20)		123,947			81,283			2,494
Financial assets at fair value through profit and loss (Notes 2 and 4)		186,136			1,929,124			59,185
Notes receivable		30,581			31,103			954
Accounts receivable — net of allowance for doubtful receivables and sales return allowances of NT$373,597 in 2005 and NT$117,046 in 2006 (Notes 2 and 6)		2,401,045			3,045,346			93,430
Receivables from related parties (Notes 2, 6 and 19):
Notes and accounts — net of allowance for doubtful receivables and sales return allowances of NT$9,429 in 2005 and NT$22,837 in 2006		1,419,976			1,838,964			56,419
Others receivable — net of allowance for doubtful receivables of NT$8,520 in 2005 and NT$8,520 in 2006		5,315			9,979			306
Other receivable — net of allowance for doubtful receivables of NT$9,754 in 2005 and NT$9,754 in 2006 (Notes 2 and 6)		169,337			36,276			1,113
Inventories — net (Notes 2 and 7)		540,422			888,518			27,259
Deferred income tax — net (Notes 2 and 18)		239,202			134,337			4,121
Prepaid expenses and other current assets		60,807			95,381			2,926
Total Current Assets		8,330,865			9,967,812			305,808
FUNDS AND LONG-TERM INVESTMENTS (Notes 2, 8 and 9)		413,125			366,743			11,252
PROPERTY, PLANT AND EQUIPMENT (Notes 2 and 10)
Cost
Land		530,268			530,269			16,269
Buildings and auxiliary equipment		4,626,061			5,454,623			167,345
Machinery and equipment		23,510,371			35,580,645			1,091,598
Furniture and fixtures		579,390			713,646			21,895
Transportation equipment		30,351			28,596			877
Tools		1,390,087			2,221,133			68,143
Leasehold improvements		3,167			1,915			59
Total cost		30,669,695			44,530,827			1,366,186
Accumulated depreciation		(15,029,981	)		(19,250,030	)		( 590,582	)
Construction in progress and advance payment		3,346,985			2,573,585			78,956
Net Property, Plant and Equipment		18,986,699			27,854,382			854,560
INTANGIBLE ASSETS — NET (Notes 2 and 11)		103,371			144,317			4,427
OTHER ASSETS
Employee dormitory building — net of accumulated depreciation of NT$64,911 in 2005 and NT$80,868 in 2006 (Note 2)		165,380			170,110			5,219
Refundable deposits		17,846			29,529			906
Restricted cash and cash equivalents (Note 20)		1,500			—			—
Goodwill (Note 2)		75,773			102,134			3,133
Total Other Assets		260,499			301,773			9,258
TOTAL ASSETS		28,094,559			38,635,027			1,185,305

(Forward)

F-77

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Par Value)

	December 31
	2005			2006
	NT$			NT$			US$
							(Note 3)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank loans (Note 12)		467,834			853,360			26,181
Commercial paper payable (Note 13)		149,413			—			—
Notes payable		3,927			—			—
Accounts payable		657,963			728,150			22,339
Payables to related parties (Note 19):
Accounts payable		2,214			4,295			132
Others		45,490			30,990			951
Payables to contractors and equipment suppliers		372,329			855,228			26,238
Accrued expenses and other current liabilities		884,930			1,402,613			43,031
Current portion of long-term liabilities (Notes 14)		2,300,916			2,335,284			71,645
Total Current Liabilities		4,885,016			6,209,920			190,517
LONG-TERM LIABILITIES
Long-term loans (Note 14)		4,433,851			10,202,068			312,995
Total Long-Term Liabilities		4,433,851			10,202,068			312,995
OTHER LIABILITIES
Deferred income tax — net (Notes 2 and 18)		148,951			298,223			9,149
Accrued pension cost (Notes 2 and 15)		81,658			47,572			1,460
Deferred credits(Note 19)		593,666			561,137			17,215
Guarantee deposits		1,454			5,833			179
Total Other Liabilities		825,729			912,765			28,003
Total Liabilities		10,144,596			17,324,753			531,515
Minority Interests		3,494,210			3,482,966			106,856
COMMITMENTS AND CONTINGENCIES (Note 21)
SHAREHOLDERS’ EQUITY (Notes 2, 16 and 17)
Capital stock — NT$10 par value
Authorized — 970,000 thousand shares
Issued — 893,442 thousand shares in 2005 and 2006		8,934,423			8,934,423			274,104
Capital surplus		2,145,998			2,154,694			66,105
Retained earnings:
Appropriated as legal reserve		577,474			801,311			24,584
Unappropriated earnings		2,921,486			6,062,385			185,991
Unrealized loss on financial instrument		(1,673	)		—			—
Cumulative translation adjustments		(1,803	)		(2,162	)		(66	)
Treasury stock (Note 2 and 16)		(120,152	)		(123,343	)		(3,784	)
Total Shareholders’ Equity		14,455,753			17,827,308			546,934
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		28,094,559			38,635,027			1,185,305

The accompanying notes are an integral part of the condolidated financial statements.

F-78

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Earnings Per Share)

	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
							(Note 3)
NET REVENUES (Notes 2 and 19)
Related parties		4,847,570		4,614,013		5,660,398		173,659
Third parties		10,020,307		10,142,510		14,164,163		434,550
Total Net Revenues		14,867,877		14,756,523		19,824,561		608,209
COST OF REVENUE (Note 19)
Related parties		3,236,183		3,435,771		4,222,566		129,546
Third parties		7,508,045		7,401,916		9,246,407		283,676
Total Cost of Revenue		10,744,228		10,837,687		13,468,973		413,222
GROSS PROFIT		4,123,649		3,918,836		6,355,588		194,987
OPERATING EXPENSES (Note 19)
Research and development		295,777		274,433		274,751		8,429
General and administrative		480,596		557,983		555,715		17,050
Marketing		323,300		228,329		101,352		3,109
Total Operating Expenses		1,099,673		1,060,745		931,818		28,588
INCOME FROM OPERATIONS		3,023,976		2,858,091		5,423,770		166,399
NON-OPERATING INCOME
Gain on sales of investments (Note 2)		—		—		1,032		32
Rental (Note 19)		28,467		27,698		23,373		717
Interest		31,463		45,584		29,558		907
Subsidy income		6,100		9,769		9,592		294
Cash dividends		—		16,897		3,490		107
Recovery of allowance for loss on inventory		67,002		74,581		—		—
Gain on appraisal of financial assets (Notes 2 and 4)		—		85,958		41,427		1,271
Gain on disposal of property, plant and equipment (Note 2)		45,520		41,511		24,929		765
Gain on disposal of idle assets		—		29,846		—		—
Foreign exchange gain — net (Note2)		—		61,501		12,332		378
Other (Note 19)		96,094		117,596		96,988		2,976
Total Non-Operating Income		274,646		510,941		242,721		7,447

(Forward)

F-79

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Earnings Per Share)

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
										(Note 3)
NON-OPERATING EXPENSES
Loss on sales of investments (Note 2)		6,561			33,024			—			—
Interest		257,144			223,389			258,770			7,939
Loss on appraisal of financial assets (Note 4)		52,274			—			—			—
Investments loss recognized by equity method — net (Notes 2 and 8)		29,160			126,802			—			—
Other investment loss		49,833			4,854			—			—
Impairment loss (Notes 2 and 8)		214,403			320,293			58,379			1,791
Financing cost		15,369			6,474			10,437			320
Loss on disposal of property, plant and equipment (Note 2)		21,447			24,231			521			16
Foreign exchange loss — net (Note 2)		141,496			—			—			—
Other		43,278			156,370			78,206			2,400
Total Non-Operating Expenses		830,965			895,437			406,313			12,466
INCOME BEFORE INCOME TAX AND		2,467,657			2,473,595			5,260,178			161,380
MINORITY INTERESTS
INCOME TAX BENEFIT (EXPENSE) (Notes 2 and 18)		132,599			(44,665	)		(546,604	)		(16,770	)
INCOME FOR MINORITY INTERESTS		(305,151	)		(320,894	)		(575,304	)		(17,650	)
PRE-ACQUISITION EARNINGS		27,655			—			—			—
NET INCOME		2,322,760			2,108,036			4,138,270			126,960
EARNINGS PER SHARE
Based on weighted-average number of shares outstanding of 887,227 thousand shares in 2004 and 885,686 thousand shares in 2005 and 886,012 thousand shares in 2006		2.62			2.38			4.67			0.14
Based on weighted-average number of shares outstanding — retroactively adjusted		2.62			2.38			4.67			0.14

The accompanying notes are an integral part of the consolidated financial statements.

F-80

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Earnings Per Share)

					CAPITAL SURPLUS (Notes 2 and 17)										RETAINED EARNINGS (Note 17)
	CAPITAL STOCK ISSUED
																													UNREALIZED
																													LOSS
																	Unappropriated						CUMULATIVE						ON
					Additional				Long-								Earnings						TRANSLATION			TREASURY			FINANCIAL			TOTAL
	Shares				Paid-				term						Legal		(Accumulated						ADJUSTMENT			STOCK			INSTRUMENT			SHAREHOLDERS’
	(Thousand)		Amount		in Capital		Merger		investments			Total			Reserve		Deficits)			Total			(Note 2)			(Note 16)			(Note 2)			EQUITY
			NT$		NT$		NT$		NT$			NT$			NT$		NT$			NT$			NT$			NT$			NT$			NT$
BALANCE, JANUARY 1, 2000		646,929		6,469,289		—		3,051		—			3,051			175,816		948,646			1,124,462			47			—					#REF!
Appropriation of 1999 earnings:
Legal reserve		—		—		—		—		—			—			94,597		(94,597	)		—			—			—						—
Remuneration to directors and supervisors		—		—		—		—		—			—			—		(17,027	)		(17,027	)		—			—						(#REF!	)
Bonus to employees-stock		8,513		85,137		—		—		—			—			—		(85,137	)		(85,137	)		—			—						—
Stock dividends-11.6%		75,044		750,437		—		—		—			—			—		(750,437	)		(750,437	)		—			—						—
Issuance of capital stock, August 10, 2000		100,000		1,000,000		2,500,000		—		—			2,500,000			—		—			—			—			—					#REF!
Net income in 2000		—		—		—		—		—			—			—		1,539,021			1,539,021			—			—					#REF!
Translation adjustments		—		—		—		—		—			—			—		—			—			(343	)		—					(#REF!		)
Gain on disposal of property, plant and equipment		—		—		—		3,081		—			3,081			—		(3,081	)		(3,081	)		—			—						—
Unrealized loss on long-term investments		—		—		—		—		—			—			—		—			—			—			—					(#REF!		)
BALANCE, JANUARY 1, 2004		887,227		8,872,272		2,084,757		—		13,663			2,098,420			424,007		(788,093	)		(364,086	)		(619	)		—			—			10,605,987
Net income in 2004		—		—		—		—		—			—			—		2,322,760			2,322,760			—			—			—			2,322,760
Adjustment of equity method for long-term investment		—		—		—		—		190,530			190,530			—		—			—			—			—			—			190,530
Cumulative translation adjustments		—		—		—		—		—			—			—		—			—			(3,015	)		—			—			(3,015	)
Unrealized loss on market value decline of long-term investments		—		—		—		—		—			—			—		—			—			—			—			(805	)		(805	)
BALANCE, DECEMBER 31, 2004		887,227		8,872,272		2,084,757		—		204,193			2,288,950			424,007		1,534,667			1,958,674			(3,634	)		—			(805	)		13,115,457
Appropriations of 2004 earnings:
- Appropriated as legal reserve		—		—		—		—		—			—			153,467		(153,467	)		—			—			—			—			—
- Cash dividend		—		—		—		—		—			—			—		(532,336	)		(532,336	)		—			—			—			(532,336	)
- Remuneration paid to directors and supervisors		—		—		—		—		—			—			—		(27,624	)		(27,624	)		—			—			—			(27,624	)
- Employees bonus		—		—		—		—		—			—			—		(138,120	)		(138,120	)		—			—			—			(138,120	)
Adjustment of equity method for long-term investment		—		—		—		—		(170,713	)		(170,713	)		—		130,330			130,330			—			—			—			(40,383	)
Cumulative translation adjustment		—		—		—		—		—			—			—		—			—			1,831			—			—			1,831
Purchase of treasury stock		—		—		—		—		—			—			—		—			—			—			(115,402	)		—			(115,402	)
Outstanding shares owned by subsidiaries		—		—		—		—		—			—			—		—			—			—			(4,750	)		—			(4,750	)
Unrealized loss on financial instrument		—		—		—		—		—			—			—		—			—			—			—			(868	)		(868	)
Issuance of new stocks for merger		6,215		62,151		—		27,761		—			27,761			—		—			—			—			—			—			89,912
Net income in 2005		—		—		—		—		—			—			—		2,108,036			2,108,036			—			—			—			2,108,036
BALANCE, DECEMBER 31, 2005		893,442		8,934,423		2,084,757		27,761		33,480			2,145,998			577,474		2,921,486			3,498,960			(1,803	)		(120,152	)		(1,673	)		14,455,753
Appropriations of 2005 earnings:
- Appropriated as legal reserve		—		—		—		—		—			—			223,837		(223,837	)		—			—			—			—			—
- Cash dividend		—		—		—		—		—			—			—		(531,791	)		(531,791	)		—			—			—			(531,791	)
- Remuneration paid to directors and supervisors		—		—		—		—		—			—			—		(40,290	)		(40,290	)		—			—			—			(40,290	)
- Employees bonus		—		—		—		—		—			—			—		(201,453	)		(201,453	)		—			—			—			(201,453	)
Adjustment of equity method for long-term investment		—		—		—		—		8,696			8,696			—		—			—			—			—			—			8,696
Cumulative translation adjustment		—		—		—		—		—			—			—		—			—			(359	)		—			—			(359	)
Purchase of treasury stock		—		—		—		—		—			—			—		—			—			—			(3,191	)		—			(3,191	)
Unrealized loss on financial instrument		—		—		—		—		—			—			—		—			—			—			—			1,673			1,673
Net income in 2006		—		—		—		—		—			—			—		4,138,270			4,138,270			—			—			—			4,138,270
BALANCE, DECEMBER 31, 2006		893,442		8,934,423		2,084,757		27,761		42,176			2,154,694			801,311		6,062,385			6,863,696			(2,162	)		(123,343	)		—			17,827,308

The accompanying notes are an integral part of the consolidated financial statements.

F-81

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and and U.S. Dollars)

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		2,322,760			2,108,036			4,138,270			126,960
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation		3,353,537			4,087,487			5,249,548			161,054
Amortization		104,150			132,702			96,930			2,974
Investment loss — net		78,993			131,656			—			—
Loss (gain) on appraisal of financial assets		52,274			(85,958	)		(41,427	)		(1,271	)
Loss (gain) on sales of investments		6,561			—			(1,032	)		(32	)
Gain on disposal of property, plant and equipment — net		(60,997	)		(5,986	)		(5,719	)		(175	)
Deferred income tax — net		(174,527	)		(45,826	)		254,137			7,797
Accrued pension cost		22,619			(21,016	)		(34,086	)		(1,046	)
Deferred credits		534,412			(32,530	)		(28,742	)		(882	)
Impairment losses		214,403			320,293			58,379			1,791
Changes in operating assets and liabilities:
Decrease (increase) in financial assts at fair value through profit and loss		(1,976,291	)		2,740,805			(1,698,705	)		(52,116	)
Notes receivable and accounts receivable		(420,188	)		(550,001	)		(1,063,811	)		(32,637	)
Other receivables		1,630,417			28,898			128,397			3,939
Inventories		(55,812	)		66,753			(348,096	)		(10,679	)
Prepaid expenses and other current assets		286,919			61,899			(34,574	)		(1,061	)
Notes payable and accounts payable		(12,914	)		71,601			68,341			2,097
Other payables		(611,407	)		(15,541	)		(14,500	)		(445	)
Income tax payable		—			87,643			206,192			6,326
Accrued expenses and other current liabilities		222,988			(136,728	)		311,491			9,556
Minority interest		139,575			181,769			(30,092	)		(923	)
Net Cash Provided by Operating Activities		5,657,472			9,125,956			7,210,901			221,227
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in restricted cash and cash equivalents		146,632			21,299			44,164			1,355
Proceeds from sales of:
Property, plant and equipment		382,177			201,369			216,200			6,633
Funds and long-term investments		869,421			—			10,032			308
Acquisitions of:
Funds and Long-term investments		(140,788	)		(116,400	)		(20,741	)		(636	)
Property, plant and equipment		(7,568,722	)		(6,620,676	)		(13,862,110	)		(425,283	)
Intangible assets		(89,795	)		(125,117	)		(115,072	)		(3,530	)
Employee dormitory building		(475	)		(3,304	)		(14,676	)		(450	)
Decrease (increase) in refundable deposits		52,160			(1,573	)		(11,683	)		(359	)
Decrease in other financial assets		339,700			—			—			—
Cash inflow from acquisition of subsidiary (Note 22)		94,337			7,261			—			—
Cash inflow from disposal of subsidiary (Note 22)		—			48,035			—			—
Net Cash Used in Investing Activities		(5,915,353	)		(6,589,106	)		(13,753,886	)		(421,962	)

(Forward)

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ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and and U.S. Dollars)

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on:
Bank loans		(863,204	)		(314,968	)		—			—
Commercial papers		—			—			(149,413	)		(4,584	)
long-term bonds payable		—			(333,195	)		—			—
Long-term loans		—			(888,664	)		—			—
Proceeds from:
Bank loans		—			—			385,526			11,828
Commercial papers		—			149,413			—			—
Long-term loans		2,784,163			—			5,802,585			178,021
Increase (Decrease) in guarantee deposits		(584	)		314			4,379			134
Employee bonus		—			(138,120	)		(201,453	)		(6,181	)
Dividends		—			(532,336	)		(531,791	)		(16,315	)
Remuneration paid to directors and supervisors		—			(27,624	)		(40,290	)		(1,236	)
Purchase of treasury stock		—			(115,402	)		(3,191	)		(98	)
Net Cash Provided by (Used in) Financing Activities		1,920,375			(2,200,582	)		5,266,352			161,569
Effect of Exchange Rate Changes		—			(327	)		37			1
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		1,662,494			335,941			(1,276,596	)		(39,165	)
CASH AND EQUIVALENTS, BEGINNING OF THE YEAR		1,155,662			2,818,156			3,154,097			96,766
CASH AND EQUIVALENTS, END OF THE YEAR		2,818,156			3,154,097			1,877,501			57,601
SUPPLEMENTAL INFORMATION
Income tax paid		834			2,351			87,844			2,695
Interest paid (excluding the amounts of NT$73,641 capitalized in 2005 and NT$106,229 capitalized in 2006)		259,947			210,327			238,600			7,320
NON-CASH INVESTING AND FINANCING ACTIVITIES
Current portion of long-term loans		3,026,974			2,300,916			2,335,284			71,645
Credit balances of long-term investments under equity method presented as part of other receivables from related parties		5,429			—			—			—
Reclassification of property, plant, and equipment into long-term investments under equity method		648,248			—			—			—
Reclassification of property, plant, and equipment into other assets		36,846			64,168			6,611			203
Reclassification of property, plant, and equipment into intangible assests		—			1,263			22,804			700
PARTIAL CASH PAID FOR INVESTING ACTIVITIES
Cash paid for acquisition of property, plant and equipment:
Total acquisitions		7,633,275			6,680,444			14,345,009			440,098
Increase in payables to contractors and equipment suppliers		(64,553	)		(59,768	)		(482,899	)		(14,815	)
		7,568,722			6,620,676			13,862,110			425,283

The accompanying notes are an integral part of the financial statements.

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ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

ChipMOS TECHNOLOGIES INC. (ChipMOS Taiwan) was incorporated on July 28, 1997 as a joint venture company of Mosel Vitelic Inc. (MVI) and Siliconware Precision Industries Co. Ltd. (SPIL). Its operations, which began on August 12, 1997, consist of research, development, manufacturing, testing, and assembly of integrated circuits, LCD and other Flat-Panel Display Driver Semiconductors. ChipMOS Taiwan also provides semiconductor testing and assembly services on a turnkey basis, in which ChipMOS Taiwan purchases fabricated wafers and sells tested and assembled semiconductors to application and system manufacturers.

On January 12, 2001, the holders of an aggregate of 583,419 thousand common shares of ChipMOS Taiwan executed a Purchase and Subscription Agreement whereby they transferred their shares to ChipMOS TECHNOLOGIES (Bermuda) LTD. (ChipMOS Bermuda) in exchange for 58,342 thousand newly issued common shares of ChipMOS Bermuda. The selling shareholders, who previously held in an aggregate 70.25% of the outstanding common shares of ChipMOS Taiwan, thus, became the holders of the entire outstanding common shares of ChipMOS Bermuda. As of December 31, 2006, ChipMOS Bermuda owned 70.42% of the outstanding common shares of ChipMOS Taiwan.

As of December 31, 2006, ChipMOS Taiwan owned 100% of the outstanding shares of both ChipMOS Japan Inc. (ChipMOS Japan) and ChipMOS USA Inc. (ChipMOS USA), 35.62 % of ThaiLin Semiconductor Corp. (ThaiLin)

ChipMOS Japan was incorporated in Japan in June 1999, and ChipMOS USA was incorporated in the United States of America in October 1999. The two companies engage in sales and customer services and all the expenses incurred from these activities are charged to current income. ChipMOS Japan began generating revenue in 2000, while ChipMOS USA began generating revenue in 2001.

ThaiLin was incorporated on May 15, 1996 and is listed on the GreTai Securities Market in Taiwan. ThaiLin is engaged in wafer and semiconductor testing services. On December 31, 2002, ChipMOS Taiwan acquired an equity interest of 41.8% in ThaiLin. On December 1, 2003, ChipMOS Taiwan obtained controlling influence over ThaiLin’s decisions on its operations, personnel and financial policies. On December 1, 2005,

F-84

ChipMOS Logic TECHNOLOGIES INC. (ChipMOS Logic) merged into ThaiLin pursuant to the merger agreement in August 2005. ChipMOS Logic stock was exchanged for ThaiLin stock at the ratio of 2.8 to 1. After the merger and as of December 31, 2006, ChipMOS Taiwan held a 35.62% (2005: 34.14%) equity interest in ThaiLin.

ChipMOS Logic was incorporated in Taiwan on January 28, 2004, with ChipMOS Taiwan holding 62.5% interest and ThaiLin holding 37.5% interest. On March 29, 2004, ChipMOS Logic issued additional shares to institutional investors. As a result, ChipMOS Taiwan’s interest in ChipMOS Logic was diluted to 44.44% and ThaiLin’s interest was diluted to 26.67%. ChipMOS Logic is engaged in logic testing services. On April 30, 2004, WORLD WIDE TEST Technologies Inc. (WWT) merged into ChipMOS Logic, with ChipMOS Logic as the surviving entity, in a stock-for-stock merger pursuant to which shareholders of WWT received one common share of ChipMOS Logic in exchange for 10 common shares of WWT. As of December 31, 2004, ChipMOS Taiwan and ThaiLin owned approximately 56.10% and 24.62%, respectively, of ChipMOS Logic. On December 1, 2005, ChipMOS Logic merged into ThaiLin (see above).

CHANTEK ELECTRONIC CO., LTD. (CHANTEK) was incorporated in Taiwan in May 1989, and is listed on the GreTai Securities Market in Taiwan. It provides semiconductor assembly services for low-density volatile and non-volatile memory semiconductors, consumer semiconductors and microcontroller semiconductors. ChipMOS Taiwan acquired its 34% ownership interest in CHANTEK on September 16, 2002. On April 1, 2004, PlusMOS was merged into CHANTEK in a stock-for-stock merger pursuant to which shareholders of PlusMOS received 1.1 common shares of CHANTEK in exchange for one common share of PlusMOS. Upon consummation of this merger, ChipMOS Taiwan became the controlling shareholder of CHANTEK. ChipMOS Taiwan increased its ownership in CHANTEK during 2004 and held 68.04% interest as of December 31, 2004. On November 21, 2005, CHANTEK merged into ChipMOS Taiwan pursuant to the merger agreement entered into between ChipMOS Taiwan and CHANTEK in June 2005. CHANTEK stock was exchanged for ChipMOS Taiwan stock at the ratio of 3.6 to 1. As a result, ChipMOS Taiwan issued 6,215 thousand shares to CHANTEK shareholders, reducing ChipMOS Bermuda and SPIL’s interests in ChipMOS Taiwan from 70.34% and 28.73% to 69.85% and 28.53%, respectively.

FIRST SEMICONDUCTOR TECHNOLOGY, INC. (FST) was incorporated in the United States of America in June 1998 and engaged in IC logic testing services. ChipMOS Taiwan acquired its 67.83% ownership interest in FST on November 1, 2004 and held 67.83% as of December 31, 2004. On April 29, 2005, ChipMOS Taiwan sold all its ownership of FST.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of presentation

For 2005, the consolidated financial statements include the accounts of ChipMOS

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Taiwan and all subsidiaries (hereinafter, referred to individually or collectively as the “Company”), including ThaiLin, ChipMOS USA, ChipMOS Japan; CHANTEK and ChipMOS Logic up to their respective dates of merger, and FST up to the date of sale in which ChipMOS Taiwan holds a controlling interest or voting interests in excess of 50% in accordance with the requirements of ROC Statement of Financial Accounting Standards (“SFAS No. 7”) which was revised on December 9, 2004 and effective on January 1, 2005. For 2004, among aforementioned entities, the accounts of ChipMOS USA and ChipMOS Japan were too nominal, so they were not included in the consolidated financial statement. All significant intercompany accounts and transactions have been eliminated.

The consolidated financial statements were prepared in conformity with Guidelines for Securities Issuers’ Financial Reporting, Commercial Accounting Law, accounting principles generally accepted in Republic of China (ROC), other relevant laws and regulations. The Company significant accounting policies are summarized as follows:

     Classification in the balance sheet

A year is used to classify assets/liabilities as current or non-current in the balance sheet.

     Cash equivalents

Commercial papers acquired under resale agreements with original maturity dates of less than three months are classified as cash equivalents.

      Financial assets

The financial assets are categorized into financial assets at fair value through profit or loss, available-for-sale, held-to-maturity financial assets, and financial assets carried at cost, etc. The financial assets are initially recognized at fair value. The transaction costs directly attributable to the acquisition of financial assets at fair value through profit and loss shall be expensed as incurred, whereas for others shall be included in the original costs.

The financial assets at fair value through profit or loss include investments for trading purpose and those designated as financial assets reported at fair value, with the subsequent changes in fair value recognized in earnings.

The available-for-sale financial assets are carried at fair value, with the subsequent changes in fair value reported as a separate component of shareholders’ equity. If there is objective evidence indicating that impairment has occurred, the impairment loss shall be recognized. For equity securities, the subsequent reversal of impairment loss shall be recorded as an adjustment of shareholders’ equity; for debt securities, the adjustment shall be recognized

in earnings, provided that the reversal is related to the event which occurred after the impairment loss was recognized.

The held-to-maturity financial assets are carried at amortized cost. If there is objective evidence indicating that impairment has occurred, the impairment loss shall be recognized. The subsequent reversal of impairment loss shall be recognized in earnings to the extent of the amortized cost, provided that the reversal is related to the event, which occurred after the impairment loss was recognized.

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Investments that do not have a quoted market price in an active market and their fair value cannot be readily determinable are carried at original cost. The recognized impairment loss cannot be reversed subsequently.

     Allowance for doubtful receivables

Allowance for doubtful accounts is provided based on evaluation of the collectibility of the receivables evaluated based upon the overall financial condition and payment history of the individual customers as well as the age of the receivables.

     Allowances for sales returns and discounts

Allowances for sales returns and discounts are provided based on the sales returns from the past experience; such provisions are deducted from sales and the related costs of products are deducted from cost of products sold.

      Inventories

Inventories are stated at the lower of standard cost (which approximates actual weighted average cost) or market value. Market value represents replacement cost for raw materials and net realizable value for other inventories.

     Investments Accounted for Using Equity Method

Effective January 1, 2006, pursuant to the revised SFAS No.5 “Long-term Investments in Equity Securities”, the existing difference between the cost of investment and the Company’s share of the investee’s net equity treated as either goodwill with investment premium, has no longer being amortized; or deferred credit with negative premium, shall continue to be amortized over the remaining periods. The future difference shall be allocated to the related assets according to the method applied to identify net assets at the process of acquisition in accordance with SFAS No. 25 “Business Combination”.

      Property, plant and equipment and non-operating properties

Property, plant and equipment and non-operating properties are stated at cost less accumulated depreciation. Major additions, renewals and betterment are capitalized, while maintenance and repairs are expensed currently.

The initial estimate of the service lives of the property, plant and equipment is as follows: Machinery and equipment, 1 to 6 years; buildings and auxiliary equipment, 1 to 54 years; furniture and fixtures, 1 to 5 years; tooling, 1 to 2 years; transportation equipment, 5 years; and leasehold improvements, 1 to 10 years. The foregoing service lives plus one year to represent the estimated salvage value are used to depreciate the property, plant and equipment using the straight-line method. The carrying value of property, plant and equipment, which were fully depreciated using the foregoing service lives, but are still being used by the Company are depreciated over their remaining estimated service lives.

Upon sale or disposal of items of properties, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is credited or charged to current income.

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      Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is recognized as an asset and not to be amortized any more since January 1, 2006.

Goodwill arising on the acquisition of an associate or a jointly controlled entity is included within the carrying amount of the associate or jointly controlled entity. Goodwill arising on the acquisition of subsidiaries is presented separately in the balance sheet.

      Intangible assets

Intangible assets are amortized using the straight-line method over the following periods: Technology know-how, 5 years; technology license fee, and deferred charges, 3 to 10 years.

      Revenue recognition

Sales are recognized when titles of products and risks of ownerships are transferred to customers, primarily upon shipment.

      Foreign-currency transactions

Foreign-currency transactions, except derivative financial instruments, are recorded in New Taiwan dollars at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except those foreign currency denominated investments in shares of stock where such differences are accounted for as translation adjustments under stockholders’ equity.

     Pension costs

Pension costs are recorded based on actuarial calculations. Unrecognized net transition obligation is amortized over 15 years.

Retirement benefit contributions are made to independent pension funds, Contributions are made based on a percentage of the employees’ salaries, and are charged to current income as incurred.

      Income tax

The Company adopts inter-period income tax allocation method. Deferred income tax assets are recognized for the tax effects of deductible temporary differences, unused tax credits, and operating loss carry forwards and those of taxable temporary differences are

F-88

recognized as deferred income tax liabilities. Valuation allowance is provided for deferred tax assets that are not certain to be realized. A deferred tax asset or liability is classified as current or non-current based on the classification of the related asset or liability. However, if a deferred asset or liability cannot be related to an asset or liability in the financial statements, then it is classified as current or non-current based on the expected reversal dates of the temporary difference.

Any tax credit arising from the purchase of machinery, equipment and technology, research and development expenditures, personnel training, investments in important technology-based enterprise are recognized by the flow-through method.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

Income taxes (10%) on unappropriated earnings generated are recorded as expense in the year when the stockholders have effectively resolved that earnings shall be retained.

With the “Income Basic Tax Act” takes effect as of January 1, 2006, the calculation base for income tax payment should be either the taxable income calculated by the “Income Tax Act” plus tax exemptions granted under other laws, taxed at rate of 10% as set by the Executive Yuan of the ROC, or that calculated in accordance with the “Income Tax Act”, which ever is higher. The Company has included this effect in the current income tax provision.

      Derivative financial instruments

Foreign currency forward exchange contracts (forward contracts), entered into for purposes other than trading, are recorded as follows: the differences in the New Taiwan dollar amounts translated using the spot rates as of the contract date and the amounts translated using the contracted forward rates are amortized over the terms of the forward contracts using the straight-line method. At the balance sheet dates, the receivables or payables arising from forward contracts are restated using the prevailing spot rates and the resulting differences are recognized in income. Also, the receivables and payables related to the forward contract are netted and the resulting net amount is presented as either an asset or liability.

The aggregate amount of the foreign currency to be acquired or sold under European option contracts, entered into as hedge of anticipated transactions, is not recorded as assets or liabilities. The amounts received on options written and the amounts paid on options purchased are amortized using the straight-line method over the term of the contract. The gains arising from the exercise of the options or the losses arising from options not exercised are recognized as adjustments to the carrying values when the hedged transaction occurs.

     Treasury stock

The Company adopted ROC SFAS No. 30, “Accounting for Treasury Stock”. The Company purchases its own outstanding shares and the shares of parent company held by its subsidiaries are regarded as treasury stock.

     Impairment losses of assets

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The Company adopted ROC SFAS No. 35, “Accounting for asset impairment” on January 1, 2005, which requires that certain assets, including properties, assets leased to others and deferred charges, are subject to an impairment review in order to look for any indication that the value of assets might be impaired on the balance date. An impairment loss should be recognized whenever the recoverable amount of the asset or the cash-generating unit is below the carrying value of an asset.

The recoverability is determined by comparing the carrying amount of the asset (or asset group) on the date it is being tested for recoverability to the higher of the net fair value of the assets or the sum of the expected net present value of future cash flows generated by the assets and eventual disposal. A cash-generating unit, which includes allocation of goodwill, shall be tested for impairment on an annual basis. The impairment loss shall first credit to the portion of goodwill, then allocate to other assets according to the proportional ratio of their book value. The recognized impairment losses of goodwill cannot be reversed.

If any evidence indicates that the impairment loss recognized in previous years has decreased, the Company shall re-perform the recoverability test and adjust the carrying value of the assets to the extent of recoverable amount. However, the adjusted carrying value of the assets due to loss reversal should not be in excess of the original book value, net of depreciation or amortization, had the impairment loss not been recognized.

After the recognition of an impairment loss, the depreciation (amortization) charged on the assets shall be adjusted in future periods by the revised carrying values of the assets (net of accumulated impairment), less their salvage value, on a systematic basis over their remaining useful lives.

     Reclassifications

Certain accounts in 2004 and 2005 have been reclassified to conform to 2006 classifications.

3. TRANSLATION INTO U.S. DOLLAR AMOUNTS

The Company maintains its accounts and expresses its consolidated financial statements in New Taiwan dollars. For convenience purposes, U.S. dollar amounts presented in the accompanying consolidated financial statements have been translated from New Taiwan dollars at the mid-price of the USD as quoted by Bank of Taiwan as of December 31, 2006, which was NT$32.595 to US$1.00. The convenience translations should not be construed as representations that the New Taiwan dollar amounts have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

4. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

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	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Trading Purpose Financial Assets:
Stocks		153,303		257,652		7,905
Open-ended funds		32,833		1,671,472		51,280
Total		186,136		1,929,124		59,185

Starting from 2006, the Company first applied ROC SFAS No.34 and No. 36, and reclassified the short-term investments as of December 31, 2005 as trading purpose financial assets.

Short-term investment as of December 31, 2005, which was originally, valuated using the lower of cost or market method, starting from 2006, is valuated by fair value with the adoption of ROC SFAS No. 34. The fair value is based on the market price at year-end.

During 2005, ChipMOS Taiwan sold its investment in common stock of MVI and of ProMOS Technologies Inc. (ProMOS) at a loss of NT$68,401 thousand and at a gain of NT$907 thousand, respectively.

During 2006, ChipMOS Taiwan sold its investment in common stock of MVI at a price of NT$30,436 thousand.

As of December 31, 2006, ChipMOS Taiwan held 0 thousand (2005: 2,069 thousand) shares of common stock of MVI and 4,201 thousand (2005 : 701 thousand) shares of common stock of ProMOS.

5. AVAILABLE-FOR-SALE FINANCIAL ASSETS

	December 31
	2005			2006
	NT$			NT$		US$
	(In Thousands)
Integrated Silicon Solution, Inc. (ISSI)		2,856			—		—
Loss on appraisal of financial assets		(2,856	)		—		—
		—			—		—

During 2005, ThaiLin acquired 6 thousand preference shares of ISSI with the mergence with ChipMOS Logic. Since January 1, 2006, ThaiLin adopted ROC GAAP No.34 reclassifying the asset into available-for-sale securities- non-current and recognizing unrealized losses on financial assets as reduction in shareholders’ equity.

During 2006, ThaiLin sold the 6 thousand preference shares of ISSI after reclassifying the share from non-current assets into current, and reversed unrealized losses on financial assets of 2,856 thousand.

6. ALLOWANCE FOR DOUBTFUL RECEIVABLES

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	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$			US$
	(In Thousands)
Balance, beginning of year		97,288		292,051		401,300			12,312
Additions		194,763		109,249		88,413			2,712
Reversals		—		—		(54,684	)		(1,678	)
Write offs		—		—		(276,872	)		(8,494	)
Balance, end of year		292,051		401,300		158,157			4,852

7. INVENTORIES — NET

	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
Finished goods		25,672			38,113			1,169
Work in process		202,951			216,839			6,653
Raw materials		394,261			709,668			21,772
		622,884			964,620			29,594
Less — allowance for losses		(82,462	)		(76,102	)		(2,335	)
		540,422			888,518			27,259

The changes in the inventory valuation allowance are summarized as follows:

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Balance, beginning of year		41,546			111,074			82,462			2,530
Additions		150,231			45,969			—			—
Reversals		(67,002	)		(74,581	)		(6,360	)		(195	)
Write offs		(13,701	)		—			—			—
Balance, end of year		111,074			82,462			76,102			2,335

8. LONG-TERM INVESTMENTS UNDER EQUITY METHOD

	December 31
	2005					2006
	Carrying			% of		Carrying						% of
	Value			Ownership		Value						Ownership
	NT$					NT$			US$
Ultima Technology Corp. (Ultima Technology)		246,434			30		246,089			7,550			30
Less: Accumulated impairment		(188,310	)				( 246,089	)		(7,550	)
		58,124					—			—

The equity in net income or loss of investee companies which is based on audited financial statements for the years ended December 31, 2004 and 2005 were as follows:

	Year Ended December 31
	2004		2005
	NT$		NT$
	(In Thousands)
ChipMOS Japan		704		—
ChipMOS USA		4,584		—

F-92

	Year Ended December 31
	2004			2005
	NT$			NT$
	(In Thousands)
AMCT		(24,953	)		—
Hua Shen		(84	)		—
Chantek International		(9,411	)		—
Ultima Technology		—			(126,802	)
		(29,160	)		(126,802	)

In 2006, ChipMOS Taiwan did not share the loss of Ultima Technology as no audited financial statements were available.

Certain changes on the shareholders’ equity of investee companies result in the adjustments on ChipMOS Taiwan’s equity according to its ownership to the respective accounts, which in 2005 increased unappropriated earnings by NT$130,330 thousand and decreased capital surplus by NT$170,713 thousand, and in 2006 increased capital surplus by NT$8,696 thousand.

CHANTEK sold 3,846 thousand shares of AMCT during 2004. The gain from disposal of each investment was NT$8,803 thousand.

The difference between the costs of the investment and ChipMOS Taiwan’s proportionate share in the net assets of the investees at the date of acquisition is no longer amortized since January 1,2006.

On May 5, 2004, ChipMOS Taiwan acquired a 30% interest in Ultima Technology for US$11,250 thousand (NT$374,625 thousand). In accordance with ROC SFAS 5, ChipMOS Taiwan deferred its recognition of the proportionate share of loss of Ultima Technology for one year to 2005. Therefore, the share of net loss of Ultima Technology in 2005 also included the share of 2004 loss of Ultima Technology.

The company has been recognized impairment losses for the years ended December 31, 2005 and 2006, which were summarized as follow:

	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Ultima Technology		188,310		57,779		1,773

The summarized financial information for equity investees is as follows:

	December 31
	2005		2006
	NT$		NT$			US$
	(In Thousands)
Ultima Technology:
Current assets		2,216		150			5
Non-current assets		53,015		(21,736	)		(667	)
Current liabilities		317		1,734			53
Non-current liabilities		—		—			—

F-93

	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
Ultima Technology.
Net revenue		—			—			—
Cost of revenues		—			—			—
Gross loss		—			—			—
Net loss		(111,624	)		(74,629	)		(2,281	)

F-94

9. FINANICIAL ASSETS VALUATED BY COST

	December 31
	2005				2006
	Carrying		% of		Carrying				% of
	Value		Ownership		Value				Ownership
	NT$				NT$		US$
G-Link Technology., Taiwan (G-Link)		—		2		—		—		—
DigiMedia Technology Co., Ltd., Taiwan (DigiMedia Taiwan)		197,880		19		—		—		—
DigiMedia Technology Co., Ltd., Cayman (DigiMedia Cayman)		—		—		198,666		6,095		12
Best Home Corp. Ltd. (Best Home)		—		19		—		—		—
Sun Fund Securities Ltd. (Sun Fund)		148,120		17		148,120		4,544		17
CDIB High Tech Investment Inc. (CDIB)		9,001		2		—		—		—
Validity Sensors Inc. (VSI)		—		—		19,957		613		—
		355,001				366,743		11,252

During 2004, Sun Fund and CDIB reduced their issued capital by 17% and 50%, respectively.

A loss of NT$49,833 thousand was recognized in respect of the reduction in capital in Sun Fund. The investment of NT$9,000 thousand was returned to ThaiLin in respect of the reduction in capital in CDIB.

In 2005, G-Link reduced their issued capital. A loss of NT$4,854 thousand was recognized in respect of the reduction in capital.

The company has been recognized impairment losses for the years ended December 31, 2004, 2005 and 2006, which were summarized as follow:

	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
	(In Thousands)
G-Link		—		4,855		—		—
Sun Fund		83,217		17,830		—		—
Best Home		89,850		—		—		—
Vigour		41,336		—		—		—
		214,403		22,685		—		—

The Company sold shares of G-Link and CDIB during 2006. The gain (loss) from disposal of each investment was NT$391 thousand and (NT$27 thousand), respectively.

During 2006, CCI liquidated and return the investment of NT$38 thousand to the company.

During 2006, the company sold the shares of ISSI. The gain from disposal of the investment was NT$630 thousand.

F-95

During 2006, the company transferred 14,550 thousand shares of DigiMedia Taiwan to DigiMedia Cayman in exchange for 8,184 thousand shares of DigiMedia Cayman. The exchange ratio was 1:0.5625.

10. PROPERTY, PLANT AND EQUIPMENT — NET

Accumulated depreciation consists of the following:

	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Buildings and auxiliary equipment		1,543,312		1,760,726		54,018
Machinery and equipment		12,266,880		15,994,968		490,719
Furniture and fixtures		345,307		338,698		10,391
Transportation equipment		15,976		14,155		434
Tools		857,137		1,141,078		35,008
Leasehold improvements		1,369		405		12
		15,029,981		19,250,030		590,582

In 2005, the investee companies, in accordance with FABS No.35, recognized impairment losses of NT$109,298 (US$3,353) for property, plant and equipment.

As of December 31, 2006, certain of the above buildings and machinery were mortgaged as collateral for the long-term loans (Note 14).

11. INTANGIBLE ASSETS — NET

	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
Cost
Technology know-how		115,803			148,498			4,556
Software and other deferred expense		314,330			389,746			11,957
		430,133			538,244			16,513
Accumulated amortization
Technology know-how		(105,402	)		(143,297	)		(4,397	)
Software and other deferred expense		(221,360	)		(250,630	)		(7,689	)
		(326,762	)		(393,927	)		(12,086	)
Carrying value		103,371			144,317			4,427

12. BANK LOANS

F-96

	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Unsecured loan:
Working capital loans
NT$50,000 thousand, repayable by December 2006, annual interest at 3.75%		50,000		—		—
NT$100,000 thousand, repayable by January 2006, annual interest at 2.20%		100,000		—		—
NT$100,000 thousand, repayable by January 2006, annual interest at 1.55%		100,000		—		—
USD$26,181 thousand, repayable by June 2007, annual interest at 6.02%-6.35%		—		853,360		26,181
Loan for imports of machinery
JPY$779,090 thousand, repayable by June 2006, annual interest at 0.7505% - - 0.90%		217,834		—		—
		467,834		853,360		26,181

Unused credit lines as of December 31, 2006 aggregated approximately NT$7,230,798 thousand and USD$128,089 thousands, which will expire from January 2007 to December 2007.

13. COMMERCIAL PAPER PAYABLE

	December 31
	2005			2006
	NT$			NT$		US$
	(In Thousands)
Commercial paper		150,000			—		—
Discount on par value		(587	)		—		—
		149,413			—		—

The commercial paper’s actual interest rate is 1.55%-1.622% in 2005 and it expires in February 2006.

F-97

14. LONG-TERM LOANS

	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Bank loans, repayable quarterly from November 2004 to February 2007, interest at fixed rate (3.4% as of December 31, 2005 and 2006 respectively)		150,000		30,000		920
Bank loans, repayable quarterly from February 2006 to November 2009, interest at fixed rate (4.69% as of December 31, 2005 and 2006, respectively)		500,000		375,000		11,505
Bank loans, repayable semi-annually from March 2005 to September 2006, interest at floating rate ( 3.645% as of December 31, 2005)		134,000		—		—
Syndicated bank loans collateralized by equipment, repayable semi-annually from September 2004 to September 2007, interest at floating rate (4.72% and 5.03% as of December 31, 2005 and 2006, respectively)		1,142,840		571,400		17,530
Syndicated bank loans, repayable semi-annually from September 2004 to September 2007, interest at floating rate (4.845% and 5.155% as of December 31, 2005 and 2006, respectively)		285,710		142,850		4,383
Syndicated bank loans collateralized by equipment, repayable quarterly from June 2004 to March 2008, interest at floating rate (3.97% and 4.24% as of December 31, 2005 and 2006 respectively)		1,277,308		709,615		21,770
Syndicated bank loans collateralized by equipment, repayable semi-annually from November 2006 to May 2010, interest rate at floating rate (3.72% and 3.99% as of December 31, 2005 and 2006 respectively)		1,000,000		875,000		26,845
(Forward)

F-98

	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
(Followed)
Research and development subsidy loan, collateralized by time deposits in amounts of NT25,000 thousand, repayable quarterly from July 2003 to July 2006, with zero interest rate		6,181		—		—
Research and development subsidy loan, repayable quarterly from January 2006 to April 2010, interest at fixed rate (1% as of December 31, 2005 and 2006)		29,120		22,649		695
Syndicated bank loans collateralized by equipment, repayable on September 2009, interest at floating rate (3.195% and 3.505% as of December 31, 2005 and 2006 respectively)		500,000		500,000		15,340
Bank loans collateralized by equipment, repayable quarterly from December 2004 to September 2007, interest at floating rate (3.89% and 4.25% as of December 31, 2005 and 2006 respectively)		103,000		39,000		1,197
Bank loans collateralized by equipment, repayable quarterly from February 2005 to November 2008, interest at floating rate (2.9% and 3.14% as of December 31, 2005 and 2006 respectively)		262,505		175,005		5,369
Bank loans collateralized by equipment, repayable quarterly from March 2006 to December 2010, interest at floating rate. (3.2% and 3.08% as of December 31, 2005 and 2006 respectively)		440,000		352,000		10,799
Bank loans collateralized by property, repaid at January 2006, interest at floating rate, (2.5% as of December 31, 2005)		130,000		—		—
Syndicated bank loans collateralized by equipment, repayable quarterly April 2005 to January 2011, interest at floating rate (3.08% and 3.45% as of December 31, 2005 and 2006 respectively)		539,131		431,305		13,232
Syndicated bank loans collateralized by equipment, repayable quarterly December 2003 to September 2008, interest at floating rate (3.08% and 3.45% as of December 31, 2005 and 2006 respectively)		234,972		149,528		4,587
(Forward)

F-99

	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
(Followed)
Syndicated bank loans collateralized by equipment, repayable semi-annually from April 2008 to April 2011, interest at floating rate (3.14% as of December 31, 2006)		—			6,000,000			184,077
Bank loans, repayable on April 2008, interest at floating rate (3.655% as of December 31, 2006)		—			500,000			15,340
Syndicated bank loans collateralized by equipment, repayable quarterly from July 2006 to April 2008, interest at fixed rate (3.2% as of December 31, 2006)		—			150,000			4,602
Bank loans, repayable quarterly from September 2007 to June 2009, interest at floating rate (3.24% as of December 31, 2006)		—			200,000			6,136
Bank loans, repayable on April 2009 interest at fixed rate (2.89% as of December 31, 2006)		—			200,000			6,136
Bank loans, repayable quarterly from December 2007 to December 2009, interest at floating rate (3.01% as of December 31, 2006)		—			400,000			12,272
Syndicated bank loans collateralized by equipment, repayable semi-annually from June 2009 to December 2013, interest at floating rate (3.09% as of December 31, 2006)		—			450,000			13,806
Syndicated bank loans collateralized by equipment, repayable quarterly from May 2007 to February 2012, interest at floating rate (2.75% as of December 31, 2006)		—			264,000			8,099
		6,734,767			12,537,352			384,640
Less: current portion		(2,300,916	)		(2,335,284	)		(71,645	)
		4,433,851			10,202,068			312,995

According to the agreement signed by ChipMOS Taiwan with Industrial Development Bureau (IDB) in respect to the research and development subsidy loan, ChipMOS Taiwan is obligated to pay the IDB a certain percentage (2%) of sales of the product developed for 3 years after completing the project.

Under the syndicated bank loan facility agreement, ChipMOS Taiwan is required to:

(1)	Ensure that ChipMOS Bermuda and SPIL maintain a percentage of direct ownership in ChipMOS Taiwan of at least 50% of outstanding shares and have control over its operation.
(2)	Maintain certain financial ratios. ChipMOS Taiwan was in compliance with the financial ratio requirements as of December 31, 2005.

Certain fixed assets with an aggregate net book value of NT$14,744,473 thousand and time deposits in an aggregate amount of NT$29,633 thousand were mortgaged as collateral for the long—term and short—term loans.

F-100

Future minimum principal payments under the Company long-term loans as of December 31, 2006 are as follows:

	Amount
	NT$		US$
	(In Thousands)
2007		2,335,284		71,645
2008		3,465,885		106,332
2009		3,361,873		103,141
2010		2,181,138		66,916
2011 and thereafter		1,193,172		36,606
		12,537,352		384,640

15. PENSION PLAN

ChipMOS Taiwan and ThaiLin have established defined benefit pension plans for all of their regular employees, which provide benefits based on the length of service and the average monthly salary for the six months period immediately before retirement.

ChipMOS Taiwan and ThaiLin make monthly contributions, equal to 2% of salaries and wages, to a pension fund that is administered by a pension fund monitoring committee and deposited in its name in the Central Trust of China in the Republic of China.

The new Labor Pension Act effective July 2005, required that ChipMOS Taiwan and ThaiLin make monthly deposits, equal to 6% of salaries and wages of employees who chose to join new pension scheme, into individual pension account in Bureau of Labor Insurance.

Certain pension information is as follows:

a. Net pension cost

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)
Service cost		56,065			30,021			1,688			52
Interest cost		8,038			8,159			7,790			239
Projected return on plan assets		(5,304	)		(4,500	)		(4,740	)		(146	)
Amortization		(143	)		1,031			780			24
Unrecognized net (gain)/loss		655			53			53			2
		59,311			34,764			5,571			171

b. Reconciliation of the fund status of the plan and accrued pension cost

F-101

	December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)
Actuarial present value of benefit obligations
Vested benefit obligation		374			415			1,028			32
Nonvested accumulated benefit obligation		169,835			142,011			141,408			4,338
Additional benefits based on future salaries		143,915			140,827			175,209			5,375
Projected benefit obligation		314,124			283,253			317,645			9,745
Plan assets at fair value		(174,349	)		(156,989	)		(199,991	)		(6,135	)
Projected benefit obligation in excess of plan assets		139,775			126,264			117,654			3,610
Unrecognized net transition obligation		(3,043	)		(663	)		(610	)		(19	)
Unrecognized net loss		(34,058	)		(43,943	)		(69,472	)		(2,131	)
Accrued pension cost		102,674			81,658			47,572			1,460

c. Actuarial assumptions

	Year Ended December 31
	2004			2005			2006
Discount rate		3.25	%		2.75	%		2.75	%
Future salary increase rate		3.25	%		3.25	%		3.50%~5.00	%
Expected rate of return on plan assets		3.25	%		2.75	%		2.75	%

d. Changes in pension fund

	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
			(In Thousands)
Contributions		32,160		29,892		39,656		1,217
Payment of benefits		—		—		—

16. TREASURY STOCK

	December 31
	2005		2006
	NT$		NT$		US$
			(In Thousands)
Outstanding shares held by subsidiaries		4,750		4,750		146
Purchase of treasury stock		115,402		118,593		3,638
		120,152		123,343		3,784

As of December 31, 2006, ThaiLin held 254 thousand outstanding shares of ChipMOS Taiwan as long—term investment. The treasury stocks were carried with an amount of NT$4,750 thousand, according to ChipMOS Taiwan’s equity in the cost of the investment recorded by ThaiLin.

In 2005 and 2006, ChipMOS Taiwan purchased 7,098 thousand and 210 shares of treasury stock at the cost of NT$115,402 thousand and NT$3,191 thousand, respectively.

F-102

These shares shall be transferred to employees, resold or de—registered within three years. These shares do not possess shareholder’s equity.

17. SHAREHOLDERS’ EQUITY

Under ROC Company Law, the capital surplus can only be used to offset deficits, except that capital surplus generated from (1) donations (donated capital) or (2) the excess of the issue price over the par value of capital stock (including stocks issued for new capital and mergers, and the purchase of treasury stock) can be transferred to capital as stock dividends when no deficit remains and shareholders approve such distribution.

ChipMOS Taiwan’s Articles of Incorporation provides that the following may be appropriated, from the accumulated net income after deducting any previously accumulated deficit and 10% legal reserve, subject to shareholder approval: (a) 10% as bonus to employees, (b) not more than 2% as remuneration to directors and supervisors, (c) a special reserve, if deemed necessary, and (d) dividends to shareholders.

These appropriations and the disposition of the remaining net income shall be resolved by the shareholders in the following year and given effect in the financial statements of that year.

The aforementioned appropriation for legal reserve shall be made until the reserve equals aggregate par value of ChipMOS Taiwan’s outstanding capital stock. The reserve can only be used to offset a deficit; or, when its balance has reaches 50% of the aggregate par value of the outstanding capital stock of ChipMOS Taiwan, up to 50% thereof can be distributed as stock dividend.

Under the Integrated Income Tax System that became effective on January 1, 1998, ROC resident individual shareholders are allowed a tax credit for the income paid by ChipMOS Taiwan on earnings generated from the effective date. An Imputation Credit Account (ICA) is maintained by ChipMOS Taiwan for such income tax and the tax credit allocated to each shareholder. The maximum credit available for allocation to each resident shareholder cannot exceed the balance shown in the ICA on the date of distribution of dividends.

F-103

18. INCOME TAX EXPENSE (BENEFIT)

a. A reconciliation of income tax expense — current before tax credits and income tax expense on income before income tax at statutory rate is shown below:

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Income tax expense on “income before income tax” at statutory rate		674,082			709,515			1,391,161			42,680
Tax effects of adjustments:
Loss carry forward		(260,217	)		(489,380	)		(253,116	)		(7,766	)
Tax-exempt income		(166,653	)		(157,808	)		(234,689	)		(7,200	)
Permanent difference		(19,795	)		40,061			(113,928	)		(3,495	)
Temporary difference		175,091			41,694			(97,278	)		(2,984	)
Income tax expense- current before tax credits		402,508			144,082			692,150			21,235

b. Income tax expense (benefit) consists of:

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Income tax expense — current before tax credits		402,508			144,082			692,150			21,235
Tax on the unappropriated earnings		—			163,838			111,066			3,407
Separate and foreign income tax		86			746			209			6
Income tax credits		(355,923	)		(218,672	)		(506,285	)		(15,532	)
Income tax for the current year		46,671			89,994			297,140			9,116
(Forward) (Followed) Net change of deferred income tax assets (liabilities) for the year Tax credits		(70,003	)		76,611			(206,923	)		(6,348	)
Temporary difference		(128,593	)		(234,688	)		97,278			2,984
Valuation allowance		(560,053	)		(405,487	)		230,050			7,058
Loss carry forward		584,122			517,738			133,732			4,103
Adjustment of prior year’s taxes and others		(4,743	)		497			(4,673	)		(143	)
Income tax (benefit) expense		(132,599	)		44,665			546,604			16,770

	ChipMOS Taiwan under Science Park Regulations is entitled to an exemption from ROC income taxes for a period of four years on income attributable to the expansion of its production capacity as a result of purchases of equipment funded by capital increases. Such tax exemption will expire on December 31, 2008.
c.	Deferred income tax assets and liabilities are summarized as follows:

F-104

	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
Net current deferred income tax assets:
Unrealized foreign exchange loss		3,496			3,679			113
Unrealized loss provision on sales allowance		9,455			21,912			672
Loss of market price decline and obsolete and slow-moving inventories		20,616			19,026			584
Allowance for bad-debts		81,424			77,533			2,378
Tax credits		110,103			491			15
Others		14,108			11,696			359
		239,202			134,337			4,121
Less: valuation allowance		—			—			—
		239,202			134,337			4,121
Net non-current deferred income tax assets (liabilities):
Tax credits for investment in machinery and equipment and R&D expenditures		801,450			1,117,985			34,299
Loss carry forwards		133,732			—			—
Depreciation differences		(556,316	)		(650,012	)		(19,942	)
Other		266,057			257,728			7,907
		644,923			725,701			22,264
Less: Valuation allowance		(793,874	)		(1,023,924	)		(31,413	)
		(148,951	)		(298,223	)		(9,149	)

	The rate at which deferred income tax components are measured was 25% as of December 31, 2005 and 2006.
d.	Integrated income tax information
	ChipMOS Taiwan, the balances of the ICA were NT$52,445 thousand and NT$71,486 thousand as of December 31, 2005 and 2006, respectively.
	ChipMOS Taiwan, the imputation credit allocated to each shareholder shall be based on the balance in the ICA on the date of distribution of dividends. Tax creditable ratio was 2.85% and 1.18% for 2005 and 2006, respectively.

F-105

e. The balance and year of expiry of unused investment tax credits as of December 31, 2006 are as follows:

Year of Expiry	Machinery & Equipment		R&D Expenditure
	NT$		NT$
	(In Thousands)
2007		267,082		34,184
2008		254,505		—
2009		43,416		42,732
2010		476,556		—
		1,041,559		76,916

The deferred tax assets related to the investment tax credits on R&D expenditures and purchases of machinery and equipment will expire from 2007 to 2010. Under ROC tax regulations, tax credits can be utilized to reduce current income tax obligations only to the extent of 50% of such income tax obligations except in the year when such tax credit will expire, in which case, the entire amount of expiring tax credit may be utilized to reduce the current income tax obligation. The foregoing limitation on the utilization of tax credits, the expiry dates of the tax credits, the level of tax credits expected to be generated from future operations and the level of non-taxable income attributable to the four-year income tax holiday on capacity expansion led management to conclude that it is unlikely that these investment tax credits will be fully realized. Loss carry forwards can be used to deduct current income tax obligation up to the extent of taxable income and will be expired after 5 years if not fully utilized by the Company. Accordingly, a valuation allowance on deferred tax assets is recognized as of December 31, 2005 and 2006.

The tax authorities have examined and assessed the income tax returns of ChipMOS Taiwan and ThaiLin through 2003 and 2004, respectively.

According to ROC tax law, unappropriated earnings generated in 1998 and thereafter are subject to a tax of 10% in the year when the shareholders resolve that such earnings shall be retained. The retained earnings (accumulated deficit) of ChipMOS Taiwan as of December 31, 2005 and 2006 were generated during and after 1998.

F-106

19. RELATED PARTY TRANSACTIONS

The Company engages in business transactions with the following related parties:

Name	Relationship
ChipMOS Bermuda	A major shareholder
SPIL	A major shareholder
MVI	An indirect major shareholder
ChipMOS Japan	A 100% owned subsidiary
ChipMOS U.S.A.	A 100% owned subsidiary
PlusMOS	A former 25% owned investee. It merged with CHANTEK in April 2004.
ProMOS Technology Inc. (ProMOS)	An investee of MVI
DenMOS Technology Inc. (DenMOS)	An investee of MVI
Mou—Fu Investment Ltd. (Mou-Fu)	An investee of MVI
Best Home	A 19% owned investee; ChipMOS Taiwan is a major shareholder.
Sun Fund	A 17% owned investee; ChipMOS Taiwan is a major shareholder.
AMCT	A former 100% owned investee. It was liquidated in October 2004.
ChipMOS TECHNOLOGIES (H.K.) Ltd. (ChipMOS H.K.)	A subsidiary of ChipMOS Bermuda (Note: It used to be called ChipMOS FAR EAST Ltd., and was renamed as ChipMOS TECHNOLOGIES (H.K.) Ltd. in May 2005.)
ChipMOS TECHNOLOGIES (H.K.) Ltd., Taiwan Branch (ChipMOS (H.K.) Taiwan Branch)	A subsidiary of ChipMOS Bermuda

The significant transactions with the aforementioned parties, other than those disclosed in other notes, are summarized as follows:

	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
			(In Thousands)
During the year
Sales
MVI		14,274		6		—		—
PlusMOS		16,751		—		—		—
ProMOS		4,231,658		4,332,058		5,529,273		169,636
ChipMOS H.K.		17,845		10,556		6,172		189
SPIL		—		—		83		3
DenMOS		567,042		271,393		124,870		3,831
		4,847,570		4,614,013		5,660,398		173,659
(Forward)

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	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
			(In Thousands)
(Followed)
Rental revenue
MVI		4,800		4,800		2,160		66
DenMOS		455		30		—		—
ProMOS		14,057		9,371		9,371		288
		19,312		14,201		11,531		354
Other revenue
SPIL		—		—		62		2
PlusMOS		41		—		—		—
ChipMOS H.K.		4,455		1,982		11,996		368
ChipMOS U.S.A.		526		—		—		—
ProMOS		507		522		73		2
AMCT		126		—		—		—
		5,655		2,504		12,131		372
Purchases
AMCT		10,732		—		—		—
ChipMOS H.K.		89,599		3,120		—		—
MVI		637,089		11,964		—		—
ChipMOS U.S.A.		149		—		—		—
SPIL		—		75		—		—
		737,569		15,159		—		—
Subcontract expenses
ChipMOS H.K.		214,127		73,905		28,326		869
Operating expenses
Administrative expenses
MVI		1,950		—		—		—
Mou-Fu		2,275		3,900		1,950		60
		4,225		3,900		1,950		60
Service fee
ChipMOS U.S.A.		32,175		—		—		—
ChipMOS Japan		15,045		—		—		—
		47,220		—		—		—
Rental expense
MVI		2,218		593		—		—
ProMOS		—		1,245		—		—
		2,218		1,838		—		—
Fee for stock registry service
Mou-Fu		1,977		493		—		—
(Forward)

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	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
			(In Thousands)
(Followed)
Consultation fee
ChipMOS Bermuda		25,191		32,014		32,695		1,003
Other expense
PlusMOS		88		—		—		—
MVI		148		148		144		4
ProMOS		1,027		—		—		—
		1,263		148		144		4

	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
At the end of year
Notes and accounts receivable
DenMOS		54,901		10,332		317
ProMOS		1,372,950		1,851,469		56,802
ChipMOS H.K.		1,554		—		—
		1,429,405		1,861,801		57,119
Other receivable
ChipMOS Bermuda		8,862		1,526		47
MVI		852		613		19
SPIL		—		65		2
DenMOS		317		162		5
ChipMOS H.K.		493		3,003		92
ProMOS		3,174		13,118		402
ChipMOS (H.K.) Taiwan Branch		137		12		—
		13,835		18,499		567
Accounts payable
ChipMOS H.K.		2,214		4,295		132
Other payable
MVI		28		25		1
ProMOS		781		—		—
ChipMOS H.K.		3,191		—		—
SPIL		79		—		—
ChipMOS Bermuda		41,063		30,965		950
Mou-Fu		348		—		—
		45,490		30,990		951

The payment terms for purchases from related parties are the same as those from other suppliers.

The collection term for MVI is 90 days after month end, ProMOS is 75 days after month end while other related parties have the normal collection terms. The selling price is on the same basis as those to other customers.

On April 7, 2004, ChipMOS Taiwan entered into a semiconductor packaging technology license agreement with ChipMOS Bermuda. Under the agreement, ChipMOS Taiwan

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agreed to pay a license fee of US$20,000 thousand in installments of US$250 thousand in every three months over 20 years, starting from March 30, 2005.

As of April 7, 2004, ChipMOS Taiwan entered into a technology transfer agreement with ChipMOS Bermuda for a period of 20 years, starting from effective day. The total price was US$19,700 thousand, recorded as deferred credits. As of December 31, 2005 and 2006, the unamortized amount was NT$593,666 thousand and NT$561,137.

In 2006 ChipMOS Taiwan sold furniture and fixtures to ChipMOS H.K. Taiwan Branch with the proceeds amounted to NT$132 thousand and recognized gain on disposal of properties amounted to NT$14 thousand.

In 2005, ChipMOS Taiwan acquired 8,085 thousand, 418 thousand and 710 thousand shares of CHANTEK from MVI, Mou-Fu and Best Home at the cost of NT$49,804 thousand, 2,574 thousand and 4,372 thousand.

20. RESTRICTED CASH AND CASH EQUIVALENTS

	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Time deposits (matures from January 2007 to October 2007)		125,447		81,283		2,494

Time deposits are pledged as collateral for the Company’s customs duties payable, letter of credit, lawsuit and research and development subsidy loans.

21. SIGNIFICANT COMMITMENTS AND CONTINGENCIES AS OF DECEMBER 31, 2006

a. As of December 31, 2006, ChipMOS Taiwan leases parcels of land from the Hsinchu and Tainan Science Based Industrial Park (SBIP) under several agreements expiring on various dates from 2002 to 2017, with renewal options.

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The future minimum lease payments under the above-mentioned leases as of December 31, 2006 are as follows:

	Amount
Year	NT$		US$
	(In Thousands)
2007		17,362		532
2008		17,362		532
2009		17,362		532
2010		17,362		532
Thereafter		121,536		3,731
Total minimum lease payments		190,984		5,859

b.	As of December 31, 2006, ChipMOS Taiwan leases a parcel of machinery under an agreement expiring on 2009.
	The future minimum lease payments under the above-mentioned leases as of December 31, 2006 are as follows:

	Amount
Year	NT$		US$
	(In Thousands)
2007		44,376		1,361
2008		44,376		1,361
2009		33,282		1,022
Total minimum lease payments		122,034		3,744

c.	Pursuant to the semiconductor packaging technology license agreement (see Note 19), ChipMOS Taiwan is obligated to make future payments of license fee amounted to US$18,250 thousand to ChipMOS Bermuda as of December 31, 2006.
d.	The Company has unused letters of credit aggregating approximately USD$17,690 thousand, JPY 1,553,265 thousand, EUR$182 thousand, and GBP$16 thousand as of December 31, 2006.
e.	In 2003, tax authorities have assessed and increase the 2000 income taxes of ChipMOS Taiwan by NT$30,526 thousand. ChipMOS Taiwan has filed an appealing for the assessment. In 2006, the 2000 income tax was increased by NT$1,786 thousand based on a ruling given by the Court.
f.	As of December 31, 2006, ChipMOS Taiwan had capital commitments in relation to purchase of machinery in the amount of US$7,000 thousand (2005: US$110,000 thousand).

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g.

On April 20, 1999, ChipMOS Taiwan entered into a semiconductor packaging technology license agreement with Tessera Technologies, Inc. (Tessera). Under this agreement, ChipMOS Taiwan agreed to pay a license fee of US$500 thousand and a royalty fee at a certain percentage of the net sales of certain products. ChipMOS Taiwan paid the total license fee of approximately US$500 thousand (NT$15,888 thousand) in 1999 and amortized the amount over 5 years using the straight-line method. ChipMOS Taiwan also paid approximately US$500 thousand (NT$16,708 thousand) in 2004 as the cumulative production and sales quantity of products bearing Tessera Compliant Chip packages did not meet the commitment schedule as set in the agreement. In February 2006, ChipMOS Taiwan and ChipMOS USA have received notice of a patent infringement lawsuit brought by Tessera, alleging infringement of several Tessera patents and breach of an existing license agreement with ChipMOS Taiwan. According to Company’s counsel, fact discovery has been ongoing and is scheduled to close on March 31, 2007, although it may be extended beyond that date by order of the Court. Therefore, expert discovery will be continued and the trial date could be moved to April 2008. The Company’s counsel has not formed an opinion as to the outcome of the case.

h.

On October 16, 2006, Freescale Semiconductor, Inc. (“Freescale”) unilaterally terminated an “Immunity Agreement”, (the “Agreement”) ChipMOS Taiwan and Freescale, formerly part of Motorola, Inc. (“Motorola”), entered into in 1999 for ChipMOS Taiwan’s alleged breach of the Agreement. Under the Agreement, ChipMOS Taiwan promised to pay royalties and licensee fees to Motorola for using certain patents owned by Motorola. Freescale replaced Motorola as a party to the Agreement, after Freescale was spun off from Motorola. Freescale has alleged that ChipMOS Taiwan breached the Agreement by failing to pay royalties on certain packages assembled by ChipMOS Taiwan. Freescale claims that such packages are covered by one or more Freescale patents identified in the Agreement while ChipMOS Taiwan contends that such packages are not covered by any patents in the Agreement, or, if covered, those patents are invalid. As such, ChipMOS Taiwan argues Freescale’s unilateral termination of the Agreement has no legal effect. ChipMOS Taiwan has continued to make royalty payments for products it believes are covered by the Agreement. Any payments returned by Freescale have been deposited in a separate escrow account. If Freescale initiates a lawsuit, ChipMOS Taiwan expect to vigorously defend itself. The Company’s counsel has not formed any opinion as to the outcome of the case.

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22. NOTES TO THE CASH FLOW STATEMENT

     a. Acquisition of subsidiaries

	December 31,
	2005			2006
	NT$			NT$		US$
	(In Thousands)
Net assets acquired:
Cash and bank balances		7,261			—		—
Current assets		27,519			—		—
Property, plant and equipment		9,197			—		—
Other assets		1,415			—		—
Current liabilities		(20,925	)		—		—
Other liabilities		(16	)		—		—
		24,451			—		—
Goodwill on acquisition		—			—		—
		24,451			—		—
Satisfied by:
Cash		—			—		—
Reclassification to interest in subsidiary		24,451			—		—
		24,451			—		—

An analysis of the net inflow of cash and cash equivalents in respect of the acquisition of subsidiary is as follows:

	December 31,
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Cash and bank balances acquired		7,261		—		—
Less: cash consideration		—		—		—
		7,261		—		—

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     b. Disposal of a subsidiary

	Year Ended December 31
	2004		2005			2006
	NT$		NT$			NT$		US$
	(In Thousands)
Net assets disposed:
Cash and bank balances		—		35,909			—		—
Accounts receivable		—		6,708			—		—
Inventories		—		38			—		—
Prepayment and other assets		—		619			—		—
Property, plant and equipment		—		32,969			—		—
Intangible assets		—		1,954			—		—
Bank loans		—		(17,791	)		—		—
Accrued and other liabilities		—		(3,799	)		—		—
Long—term loans		—		(5,290	)		—		—
Minority interest		—		(30,303	)		—		—
		—		21,014			—		—
Goodwill		—		66,786			—		—
Loss on disposal of a subsidiary		—		(3,856	)		—		—
		—		83,944			—		—
Cash consideration		—		83,944			—		—

     An analysis of the net inflow of cash and cash equivalents in respect of the disposal of a subsidiary is as follows:

Cash consideration	—	83,944		—	—
Less: cash and bank balances disposed	—	( 35,909	)	—	—
	—	48,035		—	—

23. DERIVATIVE FINANCIAL INSTRUMENTS

ChipMOS Taiwan had entered into forward exchange contracts or foreign currency options for the years ended December 31, 2006, to hedge its exchange rate risk on foreign-currency assets or liabilities and anticipated transactions. Information on the derivative transactions is as follows:

a.	Forward, exchange contracts
	As of December 31, 2005 and 2006, there were no outstanding forward contracts. Net exchange gains on forward exchange contracts were NT$1,528 thousand and NT$2,257 thousand for the year ended December 31, 2005 and 2006.

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b.	European options
	ChipMOS Taiwan expects to receive U.S. dollars from its export sales and to pay Japanese yen for its importation of materials, machinery, and equipment. It has entered into foreign currency option contracts with banks to hedge exchange rate risks. As of December 31, 2005 and 2006, ChipMOS Taiwan had no outstanding foreign currency option contracts. For the years ended December 31, 2005 and 2006, ChipMOS Taiwan didn’t realize premium income of NT$36 and nil thousand, respectively.
c.	Interest Rate Risks
	ChipMOS Taiwan has entered into interest rate swap agreements to manage interest rate risk by exchanging a quarto stepping interest rate for a floating rate and keeps records when transactions are settled. The difference of the interests is calculated quarterly and is credited or charged to the income in the current period. The benefit of interest rate swaps recognized as non-operating income in 2005 and 2006 were NT$11,190 thousand and nil respectively.
d.	Transaction risks

1)	Credit risk. The banks with which the Company has entered into the above contracts are reputable and, therefore, the Company does not expected to be exposed to significant credit risks.
2)	Market risk and hedge strategy. The Company is exposed to market risks arising from changes in currency exchange rates due to U.S. dollar denominated accounts receivable, Yen denominated accounts payable and U.S. dollar denominated debt. In order to manage these exposures, the Company entered into forward contracts and option contracts occasionally.
3)	Liquidity and cash requirements. The cash flow requirements with respect to the Company’s forward contracts are limited to the periodic premium payments and the net differences of the contracted settlement rates. On the other hand, call/put options may not have to be exercised at all in cases where the strike price is higher/lower than the related market price at exercise dates.

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e. The estimated fair values of the Company’s financial instruments are as follows:

	December 31, 2005				December 31, 2006
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	NT$		NT$		NT$		NT$
	(In Thousands)
Non-derivative financial instruments
Assets
Cash		3,154,097		3,154,097		1,877,501		1,877,501
Restricted cash and cash equivalents		125,447		125,447		81,283		81,283
Financial assets at fair value through profit and loss		186,136		186,136		1,929,124		1,929,124
Notes receivable		30,581		30,581		31,103		31,103
Accounts receivable		2,401,045		2,401,045		3,045,346		3,045,346
Receivables from related parties
Notes and accounts		1,419,976		1,419,976		1,838,964		1,838,964
Others		5,315		5,315		9,979		9,979
Other receivable		169,337		169,337		36,276		36,276
Long-term investments under equity method		58,124		58,124		—		—
Financial assets valued by cost		355,001		355,001		366,743		366,743
Refundable deposits		17,846		17,846		29,529		29,529
Liabilities
Bank loans		467,834		467,834		853,360		853,360
Commercial paper payable		149,413		149,413		—		—
Notes payable		3,927		3,927		—		—
Accounts payable		657,963		657,963		728,150		728,150
Payable to related parties
Trade		2,214		2,214		4,295		4,295
Others		45,490		45,490		30,990		30,990
Payables to contractors and equipment suppliers		372,329		372,329		855,228		855,228
Long-term loans (including current portion)		6,734,767		6,734,767		12,537,352		12,537,352
Guarantee deposits		1,454		1,454		5,833		5,833

     Fair values of financial instruments were determined as follows:

1)	Short-term financial instruments — market values.
2)	Financial assets at fair value through profit and loss — market values.
3)	Long-term investments under equity method and financial assets valued by cost - market value for listed companies and net equity value for the others.
4)	Refundable deposits and guarantee deposits — future values.

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5) Long-term liabilities — based on forecasted cash flows discounted at current interest rates of similar long-term liabilities. Other long-term liabilities are their carrying values as they use floating interest rates.

The fair values of non-financial instruments were not included in the fair values disclosed above. Accordingly, the sum of the fair values of the financial instruments listed above does not equal the fair value of the Company.

24. SEGMENT AND GEOGRAPHIC INFORMATION

The Company engages mainly in the research and development, manufacturing, assembly, testing and turnkey of semiconductors. In accordance with Statement of Financial Accounting Standards (SFAS) No. 131, “Disclosure About Segments of an Enterprise and Related Information”, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews these segment results by Testing, Assembly, Testing and Assembly for LCD and other Flat-Panel Display Driver Semiconductors and Turnkey when making decisions about allocating resources and assessing performance of the Company. Financial segment information required by SFAS No. 131 is as follows:

a. The Company provides semiconductor testing, assembly, turnkey services and LCD and other flat-panel display driver semiconductors services.

	2004
												Segment		Corporate &		Consolidated
	Testing		Assembly		Turnkey		LCD		Bumping			Totals		Other Assets		Totals
	NT$		NT$		NT$		NT$		NT$			NT$		NT$		NT$
	(In Thousands)
Revenues from customers		5,950,174		5,734,592		473,588		2,655,201		54,322			14,867,877		—		14,867,877
Cost of revenues		3,744,781		4,795,074		466,676		1,615,799		121,898			10,744,228		—		10,744,228
Segment gross profit		2,205,393		939,518		6,912		1,039,402		(67,576	)		4,123,649		—		4,123,649
Depreciation and amortization		2,445,481		410,721		—		578,835		22,650			3,457,687		—		3,457,687
Segment assets		12,352,842		4,634,992		—		2,961,478		504,130			20,453,442		7,394,399		27,847,841
Expenditure for segment assets		4,698,036		1,028,155		—		1,380,372		526,712			7,633,275		—		7,633,275

	2005
													Segment		Corporate &		Consolidated
	Testing		Assembly		LCD		Bumping			Module			Totals		Other Assets		Totals
	NT$		NT$		NT$		NT$			NT$			NT$		NT$		NT$
	(In Thousands)
Revenues from customers		6,371,845		4,901,030		2,945,040		153,129			385,479			14,756,523		—		14,756,523
Cost of revenues		4,337,442		3,867,653		1,885,241		337,646			409,705			10,837,687		—		10,837,687
Segment gross profit		2,034,403		1,033,377		1,059,799		(184,517	)		(24,226	)		3,918,836		—		3,918,836
Depreciation and amortization		2,618,466		672,053		836,665		90,862			2,143			4,220,189		—		4,220,189
Segment assets		13,453,184		3,236,351		3,733,320		1,683,367			52,328			22,158,550		5,877,885		28,036,435
Expenditure for segment assets		3,412,550		1,044,114		1,613,308		581,599			28,873			6,680,444		—		6,680,444

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	2006
												Segment		Corporate &		Consolidated
	Testing		Assembly		LCD		Bumping			Module		Totals		Other Assets		Totals
	NT$		NT$		NT$		NT$			NT$		NT$		NT$		NT$
	(In Thousands)
Revenues from customers		9,210,007		5,845,164		3,964,136		479,988			325,266		19,824,561		—		19,824,361
Cost of revenues		5,420,636		4,320,150		2,702,920		702,832			322,435		13,468,973		—		13,468,973
Segment gross profit		3,789,371		1,525,014		1,261,216		(222,844	)		2,831		6,355,588		—		6,355,588
Depreciation and amortization		3,148,028		819,564		1,014,327		335,481			29,078		5,346,478		—		5,346,478
Segment assets		16,443,840		5,053,814		4,610,879		2,495,225			53,518		28,657,276		9,977,751		38,635,027
Expenditure for segment assets		8,516,332		2,630,769		1,992,147		1,175,556			30,205		14,345,009		—		14,345,009

In providing turnkey services, the Company purchases fabricated wafers and sells tested and assembled semiconductors to application and system manufacturers. The process of conducting testing and assembling for the fabricated wafer is at a very limited level, which only uses a very small portion of facility capacity. Therefore, the Company allocated no specific assets to the turnkey segment and accordingly, no related depreciation and amortization was allocated.

The corporate and other assets constitute the total current assets, long-term investments, long-term restricted cash equivalents, intangible assets of bond issuance costs, employee dormitory building and refundable deposits.

     b. The Company has no significant foreign operations.

     c. Net revenues:

	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$
	(In Thousands)
Area
ROC		12,182,691		11,924,655		15,455,922
USA		1,597,962		1,548,927		2,563,771
JAPAN		541,747		482,587		541,961
OTHERS		545,477		800,354		1,262,907
		14,867,877		14,756,523		19,824,561

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d. Net sales to customers representing at least 10% of net total sales:

	Year Ended December 31
	2004				2005				2006
Customer	Amount		%		Amount		%		Amount		%
	NT$				NT$				NT$
	(In Thousands)
ProMOS		4,231,658		29		4,332,058		29		5,529,273		28
PowerChip		1,721,993		12		2,233,503		15		2,834,956		14
HiMAX		—		—		—		—		2,244,818		11

25. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY CHIPMOS TAIWAN AND ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the Republic of China (“ROC GAAP”), which differ in the following respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”):

a.	Bonuses to employees, directors and supervisors
	According to ROC regulations and the Articles of Incorporation of ChipMOS Taiwan, a portion of distributable earnings should be appropriated as bonuses to employees and remuneration to directors and supervisors. The remuneration to directors and supervisors is paid in cash, while bonuses to employees may be granted in cash or stock or both. These appropriations, including stock bonuses, which are valued at par value of NT$10, are charged against retained earnings under ROC GAAP, after such appropriations are formally approved by the shareholders in the following year.
	Under U.S. GAAP, such bonuses and remuneration are charged to income currently and included in operating expenses as compensation expenses. Since the amount and form of such bonuses and remuneration are not finally determinable until approved by the shareholders, the total amount of such bonuses and remuneration is initially accrued based on the amount to be paid as provided by ChipMOS Taiwan’s Articles of Incorporation. The percentage to be paid in stock is determined at the next shareholders’ meeting in the following year. The number of shares to be issued is determined by dividing the amount to be paid in stock by the par value of the shares. Any difference between the initially accrued amount (the cash portion plus the par value of the shares) and the fair market value of the bonuses settled (the cash portion plus the fair value of the shares) is recognized in the year of approval by the shareholders.
b.	Financial assets
	Prior to January 1, 2006 under ROC GAAP, marketable equity securities are carried at the lower of aggregate cost or market value, and debt securities at cost, with only unrealized losses recognized when losses are irrecoverable. Under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, debt and equity securities that have readily determinable fair values are to be classified as either trading, available-for-sale or held-to-maturity securities. Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Debt and equity securities that are bought and traded for short-term profit are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Debt and equity

F-119

securities not classified as either held-to-maturity or trading are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of shareholders’ equity; however, unrealized losses relating to declines in fair value deemed to be other than temporary are recorded in earnings. The 2004 and 2005 adjustment below relates to the Company’s equity securities that are classified as trading and available-for-sale securities under U.S. GAAP. There is no difference between ROC GAAP and U.S. GAAP effective January 1, 2006.

c.	Long-term investments
	Under both ROC and U.S. GAAP, investments in shares of companies wherein the Company owns over 20% of the outstanding common stock and exercises significant influence over operating and financial policies of the investee companies are generally accounted for under the equity method. However, there are differences in applying equity accounting under ROC and U.S. GAAP. The Company’s proportionate share of the income (loss) from an equity investee may differ if the equity investee’s net income (loss) under ROC GAAP differs from that under U.S. GAAP. The differences between ROC GAAP and U.S. GAAP for the equity investees have been adjusted and included in the reconciliation below.
	Under the equity method, the Company’s proportionate share of the income (loss) of the investee is generally recognized in the year the income (loss) is earned. However, in 2004 under ROC GAAP, if audited financial statements of an investee are not available for the Company to apply the equity method due to time constraints and such equity interests are below certain materiality threshold, the Company is permitted to delay the recognition of income (loss) until 2005. Under US GAAP, there are no provisions that allow the investor company to delay recognition of its equity in the investees’ income or loss. The US GAAP represents the proportionate share of loss of long-term investment in 2004. In 2005 and 2006, there was no such difference.
d.	Technologies transferred in payment of capital stock
	As discussed in Note 11, MVI and SPIL contributed, as payment to their subscription in the shares of stock of ChipMOS Taiwan, technologies relating to the testing and assembly of semiconductors at an agreed value of NT$750,000 thousand. Under ROC GAAP, such technology transfers in payment of capital stock are recorded as an intangible asset, and amortized by systematic charges to income over the periods estimated to be benefited. As permitted under ROC GAAP, ChipMOS Taiwan uses a 5 years amortization period. Under U.S. GAAP, the technology contribution cannot be recognized due to the unavailability of a fair value for the technologies. Therefore, the carrying value of the technologies has been adjusted to zero under U.S. GAAP.

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e.	Start-up costs
	ROC GAAP requires start-up costs to be deferred and amortized in a systematic manner over the periods of the expected benefit. Start-up costs include all costs incurred prior to production readiness. On the other hand, U.S. GAAP primarily requires that start-up costs be expensed as incurred.
f.	Depreciation of fixed assets and employee dormitory building
	Under ROC GAAP, the estimated life of a building can be as long as 55 years based on the ROC Internal Revenue Code. For U.S. GAAP purpose, building lives are estimated to be 25 years.
g.	Transfer of building and facilities from MVI
	ChipMOS Taiwan purchased building and facilities from MVI in 1997. The actual costs of assets purchased from MVI were based on MVI’s book value of such building and facilities on a specified cut-off date plus an additional payment of NT$173,174 thousand representing compensation to MVI. ChipMOS Taiwan capitalized, allowed under ROC GAAP such additional payment of NT $173,174 thousand. Under U.S. GAAP, assets acquired are recorded at amounts that do not exceed their fair values. Also, generally under U.S. GAAP, the transferee should evaluate the assets transferred from related parties with significant influence at the predecessor’s basis. Therefore, the assets transferred from MVI were evaluated at MVI’s predecessor cost basis and the NT$173,174 thousand was deducted from the capital surplus and building and facilities for U.S. GAAP.
h.	Inventory
	As discussed in paragraphs e. f. and g., the amortization of start-up costs, the depreciation on fixed assets and employee dormitory building, and the depreciation on the assets transferred from MVI were reconciled for U.S. GAAP purposes. Some of such expenses were recorded in the manufacturing expenses and therefore affect ending inventory balances under U.S. GAAP.
i.	Capital surplus
	Under ROC GAAP, the following items are treated as capital surplus: (a) premium on issuance of common stocks; and (b) gain, net of applicable income tax, on disposal of properties. Under U.S. GAAP, item (a) is the same as in ROC GAAP; and item (b) is recorded as part of net income, which is then included as a component of retained earnings. However, starting in 2001, the treatment of item (b) under ROC GAAP has become the same as under U.S. GAAP.
j.	Impairment of long-lived assets
	Under U.S. GAAP, impairment losses for assets to be held and used are recorded in current period earnings and create a new cost basis for related assets going forward, and cannot be reversed subsequently. Under U.S. GAAP, in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed by comparing undiscounted net cash flows of the assets to the net book value of the assets. If the recoverability test indicates that impairment has occurred, the impairment loss is the amount of

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the asset’s net book value in excess of the related fair value. Prior to January 1, 2005, there is no requirement provided for impairment of long-lived assets under ROC GAAP. Therefore, the Company applied US GAAP to evaluate the long-lived assets for impairment purpose in 2004. In 2005, the adjustment for impairment of long-term investment represented the additional impairment to be recognized after the reversal of amortization of goodwill in respect of the long-term investment. In 2006, the adjustment represents the reversal of impairment loss recognized under ROC GAAP that were already recognized under U.S. GAAP in 2005.

k.	Stock bonus and dividend
	Under ROC GAAP, stock bonus and dividends are recorded at par value with a charge to retained earnings. Under U.S. GAAP, if the ratio of distribution is less than 25 percent of the same class of shares outstanding, the fair value of the shares issued should be charged to retained earnings and capital surplus. Accordingly, an adjustment of NT$61,632 thousand was included in the reconciliation, representing the difference between the fair value and the par value of ThaiLin stock.
l.	Earnings per share (EPS)
	In calculating the weighted average number of shares outstanding for EPS purposes under ROC GAAP, employee bonus shares have been treated as outstanding for all periods in a manner similar to a stock split or stock dividend. Under U.S. GAAP, employee bonus shares have been considered separately from the stock dividend or split and have been treated as outstanding from the date of shareholder approval.
m.	Interest capitalization
	Under ROC GAAP, interests on borrowings during construction conceptually should be capitalized in the assets that are constructed or produced for a company’s own use. However, if equity capital is raised during a year, no capitalization interest is recorded for the amount of property acquired up to the equity capital raised in that year. Under
	U.S. GAAP, SFAS No. 34 “Capitalization of Interest Cost”, interest is generally capitalized on assets until they are available and ready for use.
n.	Goodwill and negative goodwill
	Prior to January 1, 2006 under ROC GAAP, goodwill arises as the difference between acquisition cost and the equity of the subsidiary and is amortized using a systematic method, whereas under U.S. GAAP such goodwill is not amortized, but is subject to impairment tests.

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	Negative goodwill arises when the fair values of the net assets acquired exceed the purchase price. Under ROC GAAP, negative goodwill is amortized over a five-year period whereas under U.S. GAAP, that negative goodwill is firstly allocated pro rata reduce amounts assigned to acquired assets. If negative goodwill still remains, it is recognized as extraordinary gain in the period in which the business combination is initially recognized. The negative goodwill of NT$20,275 thousand arising from the merger of CHANTEK into ChipMOS Taiwan was credited to property, plant and equipment under U.S. GAAP.
	There is no difference between ROC GAAP and U.S. GAAP since January 1, 2006.
o.	Pension expenses
	ROC SFAS No. 18, which is similar in many respects to SFAS No. 87 and SFAS No. 88, was effective in 1996. However, the treatment of certain expenses that comply with ROC SFAS No. 18 is different from SFAS No. 87 and SFAS No. 88.
	The company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”) effective December 31, 2006. SFAS No. 158 requires an employer that sponsors one or more defined benefit pension plans or other postretirement plans to recognize the funded status of a plan, measured as the difference between plan assets at fair value and the benefit obligation in the balance sheet and recognize in shareholders’ equity as a component of accumulated other comprehensive loss, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not yet recognized as components of net periodic benefit cost as of the balance sheet date.
	The adoption of SFAS No. 158 resulted in a decrease in total shareholders’ equity of NT$63,395 thousand (US$1,945 thousand) as of December 31, 2006.
p.	Allowance for loss and scrap loss on inventories
	ROC GAAP does not specify the classification of allowance for loss on inventories, therefore the recovery of allowance for loss on inventories of NT$67,002 thousand and NT$74,581 thousand for 2004 and 2005 has been classified under non-operating income. Under U.S. GAAP, the allowance for loss on inventories should be classified in the income statement as a component of cost of revenue.
	ROC GAAP does not specify the classification of scrap loss on inventories; therefore, in 2006, NT$75,602 thousand has been classified under non-operating expense. Under U.S. GAAP, the scrap of inventories should be classified in the income statement as a component of cost of revenue.

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	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Net income
Net income based on ROC GAAP		2,322,760			2,108,036			4,138,270			126,960
Adjustments:
Amortization of start-up costs		9,916			2,305			2,237			68
Depreciation of fixed assets and employee dormitory building		(14,444	)		(14,957	)		(22,200	)		(681	)
Transfer of building and facilities from MVI		1,299			1,075			741			23
Financial assets at fair value through profit and loss		10,567			(3,956	)		(3,035	)		(93	)
Depreciation of interest capitalization		(19,793	)		(19,793	)		(19,793	)		(607	)
Long-term investment under equity methold		(3,358	)		(34,105	)		17,001			522
Employee bonus and director remuneration		—			(460,044	)		(537,463	)		(16,489	)
Effect of U.S. GAAP adjustment on minority interest		—			48,767			49,749			1,526
Effect of U.S. GAAP adjustment on income taxes		5,755			4,327			9,753			299
Net decrease in net income		(10,058	)		(476,381	)		(503,010	)		(15,432	)
Net income based on U.S. GAAP		2,312,702			1,631,655			3,635,260			111,528
Earnings per share		2.61			1.84			4.10			0.13
Number of weighted average shares outstanding under U.S. GAAP		887,227			885,686			886,012			886,012

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	December 31
	2005			2006
	NT$			NT$			US$
				(In Thousands)
Shareholders’ equity
Shareholders’ equity based on ROC GAAP		14,455,753			17,827,308			546,934
Adjustments:
Technology transfer in payment of capital stocks
Original cost		(750,000	)		(750,000	)		(23,010	)
Accumulated amortization of technology transfer in payment of capital stocks		750,000			750,000			23,010
Start-up costs
Original cost		(61,107	)		(60,151	)		(1,846	)
Accumulated depreciation of start-up costs		53,400			54,668			1,677
Net effect on inventories		(53	)		(40	)		(1	)
Depreciation of fixed assets and employee dormitory building
Depreciation of fixed assets and employee dormitory building		(100,710	)		(122,959	)		(3,772	)
Net effects on inventories		322			371			11
Transfer of building and facilities from MVI
Original cost		(173,174	)		(173,174	)		(5,313	)
Depreciation and gain on disposal of building and facilities from MVI		169,155			169,883			5,212
Net effects on inventories		(26	)		(13	)		—
Financial assets at fair value through profit and loss		3,035			—			—
Pension expenses		(1,898	)		(65,293	)		(2,003	)
Interest capitalization		118,757			118,757			3,643
Depreciation of interest capitalization		(51,769	)		(71,562	)		(2,195	)
Long-term investment under equity method		(25,470	)		(8,469	)		(260	)
Employee bonus and director remuneration		(294,300	)		(523,387	)		(16,057	)
Effect of U.S.GAAP adjustment on minority interest		48,767			49,749			1,526
Effect of U.S. GAAP adjustment on income taxes		7,785			17,538			538
Net decrease in shareholders’ equity		(307,286	)		(614,082	)		(18,840	)
Shareholders’ equity based on U.S. GAAP		14,148,467			17,213,226			528,094

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	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Changes in shareholders’ equity based on U.S. GAAP
Balance, beginning of the year		10,593,316			13,093,797			14,148,467			434,069
Reversal of unrealized loss (gain) on available-for-sale securities		5,618			805			1,673			51
Cash dividend		—			(532,336	)		(531,791	)		(16,315	)
Purchase of treasury stock		—			(115,402	)		(3,191	)		(98	)
Outstanding shares owned by subsidiaries		—			(4,750	)		—			—
Issuance of new stock for merger		—			89,912			—			—
Unrealized loss on available-for-sale securities		(805	)		(1,673	)		—			—
Cumulative translation adjustments		(7,564	)		6,380			(359	)		(11	)
Adjustment for long-term investments		190,530			(19,921	)		26,562			815
Unrecognized pension cost		—			—			(63,395	)		(1,945	)
Net income for the year		2,312,702			1,631,655			3,635,260			111,528
Balance, end of the year		13,093,797			14,148,467			17,213,226			528,094

	December 31
	2005			2006
	NT$			NT$			US$
				(In Thousands)
Current assets
As reported		8,330,865			9,967,812			305,808
U.S. GAAP adjustments
Financial assets at fair value through profit and loss		3,035			—			—
Effect of inventory adjustments:
Start-up costs		(53	)		(40	)		(1	)
Depreciation of fixed assets and employee dormitory building		322			371			11
Transfer of building and facilities from MVI		(26	)		(13	)		—
As adjusted		8,334,143			9,968,130			305,818
Funds and long-term investments
As reported		413,125			366,743			11,252
U.S. GAAP adjustments
Adjustment for investment income		53,893			—			—
Impairment loss		(79,363	)		(8,469	)		(260	)
As adjusted		387,655			358,274			10,992
(Forward)
(Followed)
Property, plant and equipment — net
As reported		18,986,699			27,854,382			854,560

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	December 31
	2005			2006
	NT$			NT$			US$
				(In Thousands)
U.S. GAAP adjustments
Start-up costs		(7,707	)		(5,483	)		(168	)
Depreciation of fixed assets		(89,178	)		(109,796	)		(3,369	)
Transfer of building and facilities from MVI		(4,019	)		(3,291	)		(101	)
Interest capitalization		66,988			47,195			1,448
Negative goodwill of merging Chantek		(20,275	)		(20,275	)		(622	)
As adjusted		18,932,508			27,762,732			851,748
Other assets
As reported		260,499			301,773			9,258
U.S. GAAP adjustments
Depreciation of employee dormitory building		(11,532	)		(13,163	)		(404	)
Goodwill		20,275			20,275			622
As adjusted		269,242			308,885			9,476
Current liabilities
As reported		4,885,016			6,209,920			190,517
U.S, GAAP adjustments
Accrued employee bonds and director remuneration		294,300			523,387			16,058
As adjusted		5,179,316			6,733,307			206,575
Other liabilities
As reported		825,729			912,765			28,003
U.S. GAAP adjustments
Pension expenses		1,898			65,293			2,003
Effect of U.S. GAAP adjustment on income taxes		(7,785	)		(17,538	)		(538	)
As adjusted		819,842			960,520			29,468
Minority interest
As reported		3,494,210			3,482,966			106,856
U.S. GAAP adjustments
Accrued employee bonds and director remuneration		(48,767	)		(49,749	)		(1,526	)
As adjusted		3,445,443			3,433,217			105,330

As a result of the adjustments presented above, the approximate amounts of total assets under U.S. GAAP were NT$28,026,919 thousand and NT$38,542,338 thousand as of December 31, 2005 and 2006, respectively.

The following U.S. GAAP condensed statements of operation for the years ended December 31, 2004, 2005 and 2006 have been derived from the audited financial statements and reflect the adjustments presented above. Certain accounts have been reclassified to conform to U.S. GAAP. Reversal of allowance for inventories, scrap of inventories and bonuses to employees, directors and supervisors are included as operating expenses.

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	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)
Net revenue		14,867,877			14,756,523			19,824,561			608,209
Cost of revenue		(10,746,166	)		(10,848,673	)		(13,486,578	)		(413,762	)
Gross profit		4,121,711			3,907,850			6,337,983			194,447
Operating expenses		( 1,095,053	)		( 1,540,563	)		( 1,489,060	)		( 45,684	)
Income from operations		3,026,658			2,367,287			4,848,923			148,763
Non-operating expenses — net		( 574,814	)		( 423,167	)		( 151,257	)		( 4,641	)
Income before income tax		2,451,844			1,944,120			4,697,666			144,122
Net income		2,312,702			1,631,655			3,635,260			111,528

26. ADDITIONAL DISCLOSURES REQUIRED BY U.S. GAAP

a.	Recent accounting pronouncements
	The Company is required by SEC Staff Accounting Bulletin No. 74 to make certain disclosures about the effect that recently issued accounting standards will have on the financial statements adopted for future periods.
	On September 29, 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”). SFAS No. 158 requires an employer that sponsors one or more defined benefit pension plans or other postretirement plans to 1) recognize the funded status of a plan, measured as the difference between plan assets at fair value and the benefit obligation, in the balance sheet; 2) recognize in shareholders’ equity as a component of accumulated other comprehensive loss, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not yet recognized as components of net periodic benefit cost; 3) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end balance sheet; and 4) disclose in the notes to the financial statements additional information about the effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.
	The FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”) in February 2006. SFAS No. 155 amends SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”, and SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” and addresses the application of SFAS No. 133 to beneficial interests in securitized financial assets. SFAS No. 155 establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. Additionally, SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 is effective for fiscal years beginning after September 15, 2006. The Company is currently assessing the impact SFAS No. 155 will have on the consolidated financial statements but do not anticipate it will be material.
	The FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets an amendment of FASB Statement No. 140” (“SFAS No. 156”) in March 2006. SFAS No. 156 requires a company to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset. A company would recognize a servicing asset or servicing liability initially at fair value. A company

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	will then be permitted to choose to subsequently recognize servicing assets and liabilities using the amortization method or fair value measurement method. SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. The Company is currently assessing the impact SFAS No. 156 will have on the consolidated financial statements but do not anticipate it will be material.
	On July 13, 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in an income tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within their financial statements. The disclosures will include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors that could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it will be more-likely-than-not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the impact FIN No. 48 will have on the consolidated financial statements but do not anticipate it will be material.
	On September 15, 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition and disclosure purposes under generally accepted accounting principles. SFAS No. 157 will require the fair value of an asset or liability to be based on a market based measure, which will reflect the credit risk of the company. SFAS No. 157 will also require expanded disclosure requirements, which will include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. The Company is currently assessing the impact SFAS No. 157 will have on the consolidated financial statements.
	In September 2006, the U.S. SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued to provide interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The Company adopted the provisions of SAB 108 effective December 31, 2006. The adoption of SAB 108 did not have an impact on the consolidated financial statements.
b.	Financial assets at fair value through profit and loss.
	On December 31, 2005 and 2006, certain investments carried at cost under ROC GAAP were revalued for purposes of U.S. GAAP presentation:

	(ROC GAAP)				(U.S. GAAP)
	Carrying Value				Fair Value
	2005		2006		2005		2006
	NT$		NT$		NT$		NT$
	(In Thousands)				(In Thousands)
Available-for-sale securities		186,136		1,929,124		189,171		1,929,124

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Prior to January 1, 2006, the Company uses the weighted-average cost method for available-for-sale securities when determining the cost basis.

The following table shows the gross unrealized losses and fair value of short-term investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category that individual securities have been in a continuous unrealized loss position, at December 31, 2005 and 2006.

	December 31, 2006
	Less than 12 months										12 months or greater
					Unrealized										Unrealized
	Fair value				losses/(gains)						Fair value				losses/(gains)
	NT$		US$		NT$			US$			NT$		US$		NT$			US$
	(In Thousands)
Stock		100,820		3,093		(6,604	)		(203	)		156,832		4,812		(2,006	)		(62	)
Open-ended funds		1,641,472		50,360		—			—			30,000		920		—			—
		1,742,292		53,453		(6,604	)		(203	)		186,832		5,732		(2,006	)		(62	)

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c. Income tax expense (benefit)

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)
Income tax current payable		86			87,643			293,835			9,015
Deferred income tax		(133,697	)		(47,802	)		247,689			7,598
Adjustment of prior years’ income taxes		(4,743	)		497			(4,673	)		(143	)
Income tax expense (benefit)		(138,354	)		40,338			536,851			16,470

Reconciliation of the income tax calculated on pre-tax financial statement income based on statutory tax rate and the income tax expense (benefit), which conforms to U.S. GAAP as follows:

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)
Tax on pretax income at ROC statutory rate (25%)		670,129			196,559			684,511			21,000
SBIP tax exemption (5%)		—			—			—			—
Tax on pretax income at SBIP statutory rate		670,129			196,559			684,511			21,000
Other tax and assessed additional income tax		86			164,584			111,328			3,415
Tax effect of:
Tax-exempt income		(426,870	)		(185,377	)		1,752			54
Permanent differences
Non-taxable gain on sales of investment		(12,557	)		(18,630	)		—			—
Non-deductible investment (gain) loss		(12,246	)		82,152			(75,151	)		(2,306	)
Others		(714	)		—			56,637			1,738
Temporary differences		50,418			(169,637	)		111,873			3,432
Tax credits - utilized		(355,923	)		(218,672	)		(506,285	)		(15,533	)
- deferred		(70,003	)		76,611			(206,923	)		(6,348	)
Valuation allowance		(560,053	)		(405,487	)		230,050			7,058
Loss carry forward		584,122			517,738			133,732			4,103
Adjustment of prior year’s income tax		(4,743	)		497			(4,673	)		(143	)
Income tax (benefit) expense		(138,354	)		40,338			536,851			16,470

F-131

	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
Deferred income tax assets
Current
Unrealized foreign exchange loss		3,496			3,679			113
Loss of market price decline and obsolescence and slow-moving inventories		20,616			19,026			584
Sales allowance		9,455			21,912			672
Bad-debt allowance		81,424			77,533			2,378
Tax credits for investment in machinery and equipment and R&D expenditures		110,103			491			15
Others		14,108			11,696			359
		239,202			134,337			4,121
Valuation allowance		—			—			—
		239,202			134,337			4,121
Deferred income tax liabilities
Non-current
Tax credits for investment in machinery and equipment and R & D expenditures		801,450			1,117,985			34,299
Depreciation differences		(531,219	)		(619,365	)		(19,002	)
Interest capitalization		(16,747	)		(11,799	)		(362	)
Loss carry forward		133,732			—			—
Transferred assets from MVI		1,011			826			26
Start-up costs		1,940			1,380			42
Others		262,541			254,212			7,799
		652,708			743,239			22,802
Valuation allowance		(793,874	)		(1,023,924	)		(31,413	)
		(141,166	)		(280,685	)		(8,611	)
		98,036			(146,348	)		(4,490	)

d.

Pension plans

On September 29, 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined benefit Pension and Other Postretirement Plans”. The company adopted SFAS. No. 158 effective December 31, 2006. The impact of the adoption of SFAS No. 158 has been reflected within the consolidated financial statements as of December 31, 2006. The incremental effect of applying SFAS No. 158 has been disclosed as par of this footnote.

F-132

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Components of net periodic benefit cost
Service cost		51,970			30,021			1,688			52
Interest cost		7,599			8,713			7,781			239
Projected return on plan assets		(4,892	)		(4,659	)		(4,732	)		(145	)
Net amortization and deferral:
Unrecognized net transition obligation		(477	)		(305	)		(319	)		(10	)
Unrecognized net loss		809			1,209			879			27
Curtailment Loss Recognition		—			458			—			—
Net periodic benefit cost		55,009			35,437			5,297			163
Recognized in other comprehensive income
Unrealized net transition obligation		—			—			7			—
Unrealized actuarial loss		—			—			63,388			1,945
Total recognized in other comprehensive income		—			—			63,395			1,945
Total recognized in total benefit cost and other comprehensive		—			—			68,692			2,108

The estimated net transition obligation and actuarial loss for the defined benefit pension plans tat will be amortized from accumulated other comprehensive income into benefits cost in 2007 is NT$1 thousand (US$0) and NT$3,233 thousand (US $99 thousand), respectively.

Changes in plan assets
Fair value of plan assets at beginning of year	135,893	174,349		156,172	4,791
Actual return on plan assets	1,796	1,971		4,163	128
Employer contribution	32,160	29,892		39,656	1,217
Effect of merger	4,500	(49,223	)	—	—
	174,349	156,989		199,991	6,136

F-133

Changes in benefit obligation
Benefit obligation at beginning of year	167,979		314,124		283,253		8,690
Service cost	51,970		30,021		1,688		52
Interest cost	7,599		8,713		7,781		239
Actuarial loss (gain)	20,751		(2,024	)	24,924		765
Acquisition of subsidiary	65,825		—		—		—
Effect of merger	—		(67,581	)	—		—
Benefit obligation at end of year	314,124		283,253		317,646		9,746
Funds status	(139,775	)	(126,264	)	(117,655	)	(3,610	)
Unrecognized actuarial loss	48,918		42,708		68,185		2,092
Net amount recognized (recognized as accrued pension cost)	(90,857	)	(83,556	)	(49,470	)	(1,518	)
Actuarial assumptions
Discount rate	3.25	%	2.75	%	2.75	%	2.75	%
Rate of compensation increase	3.25	%	3.25	%	3.50	%	3.50	%
Expected return on plan assets	3.25	%	2.75	%	2.75	%	2.75	%

The following table is req uired as part of adopting SFAS No. 158.

Incremental effect of applying SFAS No. 158 on individual line items in the consolidated balance sheet as of December 31, 2006:

	Before application						After application of
	of SFAS No. 158			Adjustments			SFAS No. 158
	NT$			NT$			NT$			US$
	(In Thousands)
Accured pension cost		49,470			63,395			112,865			3,463
Total other liabilities		897,125			63,395			960,520			29,468
Accumulated other comprehensive income		(2,162	)		(63,395	)		(65,557	)		(2,011	)
Total shareholders’ equity		17,276,621			(63,395	)		17,213,226			(528,094	)

The Company has no other post-retirement or post-employment benefit plans. The company expects to contribute NT$39,155 thousand to its pension plans during 2007. The plan assets are all invested in the Central Trust of China.

F-134

e.

Statements of cash flows

ROC SFAS No. 17, “Statement of Cash Flows” has been applied. Its objectives and principles are similar to those set out in the SFAS No. 95, “Statement of Cash Flows”. The principle differences between the standards relate to classification. Cash flows from changes in short-term investments, refundable deposits, other assets and guarantee deposits and bonus to directors and supervisors are included as operating activities under SFAS No. 95. Summarized cash flow data by operating, investing and financing activities in accordance with SFAS No. 95 are as follows:

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Net cash inflow (outflow) from:
Operating activities		5,764,200			8,958,953			6,961,854			213,587
Investing activities		(6,169,297	)		(6,587,533	)		(13,742,203	)		(421,605	)
Financing activities		2,067,591			(2,035,152	)		5,503,716			168,852
Effect of exchange rate changes		—			(327	)		37			1
Change in cash and cash equivalents		1,662,494			335,941			(1,276,596	)		(39,165	)
Cash and cash equivalents at the beginning of year		1,155,662			2,818,156			3,154,097			96,766
Cash and cash equivalents at the end of year		2,818,156			3,154,097			1,877,501			57,601

f. Statements of comprehensive income (loss)

	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Net income based on U.S. GAAP		2,312,702			1,631,655			3,635,260			111,528
Other comprehensive income (loss):
Reversal of unrealized loss on available-for-sale security		5,618			805			1,673			51
Unrealized loss on available-for-sale security		(805	)		(1,673	)		—			—
Unrecognized pension costs		—			—			(63,395	)		(1,945	)
Translation adjustment		(7,564	)		6,380			(359	)		(11	)
Comprehensive income		2,309,951			1,637,167			3,636,574			111,568

Components in other comprehensive income (loss) refer to investments in Ultima. Under ROC laws, those losses and gains are not subject to income tax. Therefore, no tax expense or benefit is allocated to such investments.

F-135

g. Statements of accumulated comprehensive income (loss)

				Unrealized						Accumulated
				Gain (Loss) on						Other
	Unrecognized			Financial			Translation			Comprehensive
	Pension Cost			Instrument			Adjustment			Income (Loss)
	NT$			NT$			NT$			NT$
	(In Thousands)
January 1, 2004		—			(5,618	)		(619	)		(6,237	)
Addition in 2004		—			4,813			(7,564	)		(2,751	)
December 31, 2004		—			(805	)		(8,183	)		(8,988	)
Addition in 2005		—			(868	)		6,380			5,512
December 31, 2005		—			(1,673	)		(1,803	)		(3,476	)
Addition in 2006		(63,395	)		1,673			(359	)		(62,081	)
December 31, 2006		(63,395	)		—			(2,162	)		(65,557	)

F-136

EXHIBIT INDEX

Exhibit
Number		Description of Exhibits
	1.1	Articles of Incorporation of Siliconware Precision Industries Co., Ltd., as amended on June 13, 2007 (English translation)*
	2.1	Form of the Second Amended and Restated Deposit Agreement among Siliconware Precision Industries Co., Ltd., Citibank, N.A. and Holders and Beneficial owners of American Depositary Shares issued thereunder, including the form of American Depositary Receipts(2)
	4.1	Immunity Agreement with Motorola, Inc. (effective from November 5, 1996 to December 31, 2010)(3)
	4.2	License Agreement with Flip Chip Technologies, L.L.C. (effective from November 28, 1999 to November 27, 2009)(4)
	4.3	Joint Venture Agreement with Mosel Vitelic, Inc. (English translation)(5)
	*8.1	List of Significant Subsidiaries of Siliconware Precision Industries Co., Ltd.
	11.1	Code of Ethics(6)
	*12.1	Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	*12.2	Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	*13.1	Certification by our Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	*13.2	Certification by our Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	filed herewith.
(1)	Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.
(2)	Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.
(3)	Incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.
(4)	Incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.
(5)	Incorporated by reference to Exhibit 11.1 to our Year 2003 Form 20-F filed with the SEC on June 28, 2004.

EX-1.1

Exhibit 1.1

ARTICLES OF INCORPORATION
SILICONWARE PRECISION INDUSTRIES CO., LTD.

CHAPTER ONE — GENERAL PROVISIONS

Article 1

The Company is incorporated in the form of company limited by shares in accordance with the Company Law of the Republic of China and is named Siliconware Precision Industries Co., Ltd.

Article 2

The business scope of the Company is as follows:

(1)	The production, processing, and purchase and sale of products including integrated circuit, transistor, light emitting diode digital display, light emitting diode display lamp, liquid crystal clock core, photo diode, hybrid circuit, and thin film circuit and thick film circuit.
(2)	The import and export of the products mentioned in the preceding paragraph.
(3)	CC01080 The production of electronic parts and components.
(4)	IZ99990 Other industrial and commercial service (integrated circuit testing)

Article 3

In the event the Company makes re-investment(s) in other corporation(s) as a limited-liability shareholder, it shall not be subject to the limitation under the Company Law that its investment shall not exceed a certain percentage of its paid-in capital, and the board of directors is authorized to approve such re-investment(s).

Article 3-1

The Company may provide guarantees in favor of third parties.

Article 4

The Company has its head office in Taichung County. As it seems necessary, with the resolution of the board of directors, the Company may set up branch offices within or outside the Republic of China.

- 1 -

CHAPTER TWO — CAPITAL STOCK

Article 5

The authorized capital of the Company is NT$36,000,000,000, divided into 3,600,000,000 shares (including 40,000,000 shares reserved for conversion from warrants), each of NT$10 par value, to be issued by installments, as determined by the Board of Directors.

Article 6

All the share certificates of the Company shall be issued after being signed or affixed with the seals of at least three directors and further authenticated by the competent authorities.

When new shares are issued by the Company, the new share certificates may be all together printed for the total number of such shares issued or may be without being printed.

Shares issued pursuant to the preceding sub-paragraph shall be registered or deposited with the centralized securities depositary company, and may be consolidated for issue of new share certificate with larger denomination at the request of the centralized securities depositary company.

Article 7

Shareholders are required to file with the Company their true names, domiciles as well as their respective specimen chop cards. In case of loss of a shareholder’s specimen chop, the shareholder may replace the lost one with a new specimen chop upon registration in writing of the loss to the Company.

Article 8

Registered share certificates may be transferred by endorsement of the holder thereof, and a transfer of registered share certificate shall not be valid against the Company unless the true name or title of the transferee is specified in the share certificate and also the true name or title and domicile of the transferee are specified in the Company’s shareholders’ register.

Article 9

Where share certificates are lost or damaged, they shall be handled in accordance with the Company Law and related regulations.

Article 10

Applicable fees may be charged for the reissue of new share certificates due to loss of or whatever cause for the share certificates.

Article 11

No share certificate shall be transferred and no share transfer shall be entered into the Company’s shareholders’ register within sixty days prior to a general shareholders’ meeting or within thirty days prior to a special shareholders meeting or within five days prior to the record date fixed for distributing dividends, bonuses or other benefits.

- 2 -

CHAPTER THREE — SHAREHOLDERS’ MEETINGS

Article 12

Shareholders’ meeting is classified into general meetings and special meetings. General meeting shall be convened and held every year by the board of directors within six months after the close of each fiscal year by giving a notice to the shareholders thirty days prior to the meeting. Special meeting may be convened and held in accordance with applicable laws and regulations whenever it seems necessary.

Article 13

Where a shareholder is unable to attend the shareholders’ meeting, he may appoint a person to attend the meeting by issuing a proxy to such person in accordance with the provisions of Article 177 of the Company Law.

Article 14

The shareholders’ meeting of the Company shall be presided by the chairman of the board of directors. In the event that the chairman is absent, the vice chairman shall act on his behalf; if the vice chairman is also absent, the chairman may designate one of the directors to act on his behalf; and if no such designation is made, the directors shall elect one from among themselves to preside the meeting.

Article 15

A shareholder shall be entitled to one vote for each share held.

Article 16

Unless otherwise provided for in the Company Law, a resolution can be adopted by shareholders of at least a majority of the Company’s shares represented at a shareholders’ meeting at which the shareholders of a majority of all issued and outstanding shares are present.

Article 17

Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes duly signed or chopped by the chairman, and such minutes shall be sent to all shareholders within twenty days after the meeting, but may be made by public announcement to any shareholder holding less than 1,000 shares. The said minutes shall record the summary of the proceedings in the meeting and the resolution adopted, and shall be kept in the Company together with the autograph book of shareholders present at the meeting and the proxies issued by shareholders.

- 3 -

CHAPTER FOUR — DIRECTORS AND SUPERVISORS

Article 18

The Company shall have nine directors and three supervisors, all to be elected from among shareholders with full legal capacity. The term of directors and supervisors shall be three years, and all directors and supervisors are eligible for re-election for office. The total number of registered shares required to be held by all directors and supervisors shall be dealt with in accordance with the Regulations for Examination of the Percentage of Shares Held by Directors and Supervisors for Public-Issued Companies published by the Securities and Futures Commission, Ministry of Finance.

Article 19

Where one-third of the directors have been vacated or all of the supervisors have been removed, a special shareholders’ meeting shall be convened and held by the board of directors within thirty days thereafter to elect new directors or supervisors to fill up the vacancies, but the term of newly elected directors or supervisors is limited to the residual term of the directors or supervisors who were vacated or removed. After the Company’s public issuance of shares, a special shareholders’ meeting shall be convened and held by the board of directors within sixty days to elect new directors and supervisors.

Article 20

If new directors or supervisors cannot be elected in time before the current term of the incumbent directors or supervisors expires, it shall be dealt with in accordance with the applicable government regulations.

Article 21

The board of directors is composed of directors. A chairman and a vice-chairman of the board shall be elected from among directors by a majority vote at a meeting attended by more than two-thirds of the directors. Both the chairman and the vice chairman shall administer and execute all business matters of the Company in accordance with applicable laws and regulations, Articles of Incorporation and resolutions made at shareholders meeting and at the board of directors.

Article 21-1

Irrespective of whether the Company makes profits or incurs losses, the Company may pay all its directors and supervisors a monthly transportation allowance. The amount of such allowance shall be determined by the board of directors in accordance with general criteria.

Article 22

The Board of Directors shall have the following functions and responsibilities:

1.	Examination and review of operational policy as well as the medium and long term development plans of the Company;
2.	Review, supervision and implementation of the annual business plans;
3.	Approval to budget and examination of final accounts;
4.	Examination of capital increase / decrease plans;
5.	Examination of earnings distribution or loss making up programs;
6.	Examination of and approval to important contracts;
7.	Examination of Articles of Incorporation or amendments thereto;
8.	Approval to organizational by-laws and important business rules;

- 4 -

9.	Decision in establishment, reorganization or removal of branch offices;
10.	Approval to major capital expenditure plans.
11.	Appointment and discharge of general manager and deputy general manager;
12.	Implementation of resolutions adopted at shareholders’ meetings;
13.	Convocation of shareholders’ meetings and making business reports; and
14.	Other matters to be handled in accordance with the laws.

Article 23

Except for the first meeting of each term of the Board of Directors which shall be convened in accordance with Article 203 of the Company Law, all other meetings of the Board of Directors shall be convened and presided by the Chairman of the Board; if the Chairman can not perform his duties, the vice chairman shall act on his behalf; if the vice chairman can not perform his duties, the chairman may appoint one of the directors to act on his behalf; and in the absence of such appointment, directors shall elect from among themselves to act on his behalf.
If the meeting of Board is conducted by video conference, any Director who participates therein shall be deemed having attended in person. Directors who cannot attend the meeting may issue power of attorney specifying scope of mandate empowering to another Director to act on his behalf.

Article 24

Unless otherwise provided for in the Company Law, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by more than one-half of the directors; if a director can not attend the meeting, he may issue a power of attorney for each meeting, specifying therein his scope of authority with reference to the subject to be discussed at the meeting, to another director to attend on his behalf. However, a director may act on one director behalf only.

Article 25

Resolutions adopted at a meeting of the board of directors shall be recorded in the minutes duly signed and chopped by the chairman, and such minutes shall be sent to all directors within twenty days after the meeting. The said minutes shall record the summary of the proceedings in the meeting and the resolutions adopted, and shall be kept in the Company together with the autographlist book of directors present at the meeting and the power of attorney issued by directors.

Article 26

Each supervisor shall exercise his/her supervision power in accordance with applicable lawsin and may attend the meetings of the board of directors to express his/her opinions, but shall not participate in the voting.

- 5 -

CHAPTER FIVE — MANAGERS AND OFFICERS

Article 27

The Company may have several managers.

Article 28

The Company may retain various consultants or hire key officers as per resolutions adopted by the board of directors in accordance with the provisions of Article 23 of the Articles of Incorporation.

CHAPTER SIX — FINANCIAL ACCOUNT

Article 29

At the end of each fiscal year, the following statements shall be prepared by the board of the directors, and passed on to the supervisors for auditing 30 days prior to the general shareholders’ meeting for approval:

1.	Business report;
2.	Financial statements; and
3.	Proposal for allocation of net earning or making up loss.

Article 30

Any earnings after the Company’s FY final settlement shall be allotted in the following order:

1.	Payment of taxes and dues;
2.	Completing the deficit and losses;
3.	10% for statutory profit surplus reserve;
4.	Remuneration to directors and supervisors shall no more than 1% of the remaining amount after allotting the amount required in Items 1 through 3.
5.	Any further remaining amount will be for dividends to shareholders at 90% and bonus to employees at 10% as distributed or reserved. Employees eligible for bonus shall refer to such payroll employees(including payroll employees of the domestic or foreign subordinate companies controlled directly of 50% or more by this Company) who have substantially worked for the current FY in which bonus occurs.

Article 30-1

The Company is currently in a stable growth stage. For dividend distribution, the surplus dividend policy will be adopted based on the future operational planning, business development, capital expenditure budget and requirement of capital fund.

Distribution of dividends may be made by cash dividends or by stock dividends, provided that the percentage of cash dividends shall exceed 50% of total distributed dividends, and the plan of distribution shall be proposed by the Board of Directors and shall be implemented after the distribution plan is approved by the Shareholder’ Meetings .

- 6 -

CHAPTER SEVEN — SUPPLEMENTARY PROVISIONS

Article 31

Regulations governing the business organization and relevant rules of the Company shall be made separately by the board of directors.

Article 32

The Company Law and other relevant laws and regulations shall govern all matters not provided for in the Articles of Incorporation.

Article 33

These Articles of Incorporation were enacted into on May 4, 1984.

The first amendment thereto was made on July 20, 1984;
The second amendment thereto was made on October 11, 1986;
The third amendment was thereto made on April 12, 1987;
The fourth amendment was thereto made on May 15, 1988;
The fifth amendment was thereto made on June 26, 1988;
The sixth amendment was thereto made on July 20, 1988;
The seventh amendment was thereto made on August 13, 1988;
The eighth amendment was thereto made on June 14, 1989;
The ninth amendment was thereto made on March 26, 1990;
The tenth amendment was thereto made on June 24, 1991;
The eleventh amendment was thereto made on March 20, 1992;
The twelfth amendment was thereto made on March 22, 1993;
The thirteenth amendment was thereto made on May 6, 1994;
The fourteenth amendment was thereto made on April 26, 1995;
The fifteenth amendment was thereto made on April 29, 1996;
The sixteenth amendment was thereto made on April 22, 1997;
The seventeenth amendment was thereto made on April 15, 1998;
The eighteenth amendment was thereto made on December 29, 1999;
The nineteenth amendment was thereto made on June 15, 2000;
The twentieth amendment was thereto made on October 5, 2000;
The twenty-first amendment was thereto made on May 30, 2001; and
The twenty-two amendment was thereto made on June 3, 2002.
The twenty-third amendment was thereto made on June 13, 2005.
The twenty-fourth amendment was thereto made on June 12, 2006.
The twenty-fifth amendment was thereto made on June 13, 2007.

- 7 -

EX-8.1

Exhibit 8.1

LIST OF SIGNIFICANT SUBSIDIARIES OF SILICONWARE PRECISION INDUSTRIES CO., LTD.

	Jurisdiction of	Percentage Ownership
Company	Incorporation	As of December 31, 2008
SPIL (B.V.I.) Holding Limited	British Virgin Islands		100	%
Siliconware Investment Company Ltd.	Republic of China		100	%
Siliconware U.S.A. Inc.	United States of America		100	%
SPIL (Cayman) Holding Limited	Cayman Islands		100	%
Siliconware Technology (Suzhou) Limited	People’s Republic of China		100	%

EX-12.1

Exhibit 12.1

CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER

I, Chi-Wen Tsai, certify that:

1. I have reviewed this annual report on Form 20-F of Siliconware Precision Industries Co., Ltd. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Date: May 18, 2009

By:	/s/ Chi-Wen Tsai
	Name:	Chi-Wen Tsai
	Title:	Chief Executive Officer

EX-12.2

Exhibit 12.2

CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER

I, Eva Chen, certify that:

1. I have reviewed this annual report on Form 20-F of Siliconware Precision Industries Co., Ltd. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Date: May 18, 2009

By:	/s/ Eva Chen
	Name:	Eva Chen
	Title:	Chief Financial Officer

EX-13.1

Exhibit 13.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT
Pursuant to 18 U.S.C. Section 1350

In connection with the Annual Report of Siliconware Precision Industries Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2008 as filed with the SEC on the date hereof (the “Report”), I, Chi Wen Tsai, the Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 18, 2009

By:	/s/ Chi-Wen Tsai
	Name:	Chi-Wen Tsai
	Title:	Chief Executive Officer

* A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

EX-13.2

Exhibit 13.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT
Pursuant to 18 U.S.C. Section 1350

In connection with the Annual Report of Siliconware Precision Industries Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2008 as filed with the SEC on the date hereof (the “Report”), I, Eva Chen, the Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 18, 2009

By:	/s/ Eva Chen
	Name:	Eva Chen
	Title:	Chief Financial Officer

* A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.