-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVpsdCNsY5WsX9l9Lyxt78HEgTAASIIZ4eb9N41C7mirkRMtZN2Qw4QHoiSyVX/H 28i+999QAxomk2UEv7BmIQ== 0001145549-09-000351.txt : 20090227 0001145549-09-000351.hdr.sgml : 20090227 20090227121008 ACCESSION NUMBER: 0001145549-09-000351 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090227 FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTERED SEMICONDUCTOR MANUFACTURING LTD CENTRAL INDEX KEY: 0001095270 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27811 FILM NUMBER: 09640827 BUSINESS ADDRESS: STREET 1: 60 WOODLANDS INDUSTRIAL PARK D STREE 2 CITY: SINGAPORE BUSINESS PHONE: 653622838 MAIL ADDRESS: STREET 1: 60 WOODLANDS INDUSTRIAL PARK D STREET 2: STREET 2 CITY: SINGAPORE 6-K 1 u00162e6vk.htm CHARTERED SEMICONDUCTOR MANUFACTURING LTD. CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of February 2009
Commission File Number 000-27811
 
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
(Exact name of registrant as specified in the charter)
Not Applicable
(Translation of Registrant’s name into English)
Republic of Singapore
(Jurisdiction of incorporation or organization)
 
60 Woodlands Industrial Park D
Street 2, Singapore 738406
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F  þ                    Form 40-F  o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o
Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes  o                    No  þ
If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): Not applicable.
 
 

 


TABLE OF CONTENTS

SIGNATURE
EXHIBIT INDEX
EX-99.1 Audited Financial Statements of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
EX-99.2 Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2008.
EX-99.3 Consent of Ernst & Young LLP.


Table of Contents

Chartered Semiconductor Manufacturing Ltd. (the “Company”) is incorporating by reference the information and exhibits set forth in this Form 6-K into its registration statements on Form F-3 (Registration No. 333-56878), Form F-3 (Registration No. 333-155774), Form S-8 (Registration No. 333-89849); Form S-8 (Registration No. 333-63814); Form S-8 (Registration No. 333-63816), Form S-8 (Registration No. 333-116844) and Form S-8 (Registration No. 333-145081).
Other Events
     A copy of the audited financial statements of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (formerly Hitachi Semiconductor Singapore Pte. Ltd.) (“Chartered Tampines”), which the Company acquired on March 31, 2008, as of March 31, 2007 and March 30, 2008 and for the two years ended March 31, 2007 and for the period from April 1, 2007 to March 30, 2008 are attached hereto as Exhibit 99.1. These financial statements are prepared in accordance with Singapore Financial Reporting Standards and include a reconciliation to U.S. Generally Accepted Accounting Principles in accordance with Item 17 of Form 20-F.
     A copy of the unaudited pro forma consolidated statement of operations for the year ended December 31, 2008, giving effect to the Company’s acquisition of Chartered Tampines for the year ended December 31, 2008 as if it had occurred at the beginning of the period presented, is attached hereto as Exhibit 99.2.
     A copy of the consent of Ernst & Young LLP, the independent auditors of Chartered Tampines for the period presented in the attached audited financial statements of Chartered Tampines, relating to the incorporation by reference of its audit report as set forth in the consent, is attached hereto as Exhibit 99.3.
Exhibits
99.1   Audited Financial Statements of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. as of March 31, 2007 and March 30, 2008 and for the years ended March 31, 2007 and 2006 and for the period from April 1, 2007 to March 30, 2008.
 
99.2   Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2008.
 
99.3   Consent of Ernst & Young LLP.

 


Table of Contents

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunder duly authorized.
Date: February 27, 2009
         
  CHARTERED SEMICONDUCTOR
MANUFACTURING LTD.

 
 
  By:   /s/ George Thomas    
  Name:   George Thomas   
  Title:   Senior Vice President
and Chief Financial Officer 
 

 


Table of Contents

EXHIBIT INDEX
99.1   Audited Financial Statements of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. as of March 31, 2007 and March 30, 2008 and for the years ended March 31, 2007 and 2006 and for the period from April 1, 2007 to March 30, 2008.
 
99.2   Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2008.
 
99.3   Consent of Ernst & Young LLP.

 

EX-99.1 2 u00162exv99w1.htm EX-99.1 AUDITED FINANCIAL STATEMENTS OF CHARTERED SEMICONDUCTOR MANUFACTURING (TAMPINES) PTE. LTD. EX-99.1 Audited Financial Statements
Exhibit 99.1
Chartered Semiconductor Manufacturing
(Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Financial Statements for the Period from April 1, 2007 to March 30, 2008 and Years Ended March 31, 2007 and 2006

 


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Report of Independent Auditors
 
The Board of Directors and Shareholders of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
We have audited the accompanying balance sheets of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (formerly known as Hitachi Semiconductor Singapore Pte. Ltd.) (“the Company”) as of March 31, 2007 and March 30, 2008, and the related income statements, statements of changes in equity and cash flows for each of the two years in the period ended March 31, 2007 and for the period from April 1, 2007 to March 30, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (formerly known as Hitachi Semiconductor Singapore Pte. Ltd.) at March 31, 2007 and March 30, 2008, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2007 and for the period from April 1, 2007 to March 30, 2008 in conformity with the Singapore Financial Reporting Standards, which differs in certain respects from U.S. Generally Accepted Accounting Principles (see Note 26 to the financial statements).
/s/ Ernst & Young LLP
Singapore
February 9, 2009

1


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Income Statements for the Period from April 1, 2007 to March 30, 2008 and Years Ended March 31, 2007 and 2006
 
                                 
            Period from        
            April 1, 2007   Year Ended   Year Ended
            to March 30,   March 31,   March 31,
            2008   2007   2006
    Note   $’000   $’000   $’000
 
                               
Revenue
    4       287,192       325,440       292,814  
Cost of sales
            (224,643 )     (226,969 )     (231,519 )
 
                               
Gross profit
            62,549       98,471       61,295  
 
                               
 
                               
Other operating income
    5       415       2,814       2,153  
Selling and administrative expenses
            (5,720 )     (5,301 )     (4,928 )
Other operating expenses
            (489 )     (5,093 )     (10,941 )
 
                               
 
            (5,794 )     (7,580 )     (13,716 )
 
                               
 
                               
Profit from operations
    6       56,755       90,891       47,579  
Finance costs
    7       (11,890 )     (17,936 )     (14,970 )
 
                               
Profit before taxation
            44,865       72,955       32,609  
Income tax
    8       (7,601 )     (176 )     (269 )
 
                               
Profit after taxation
            37,264       72,779       32,340  
 
                               
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

2


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Balance sheets as at March 30, 2008 and March 31, 2007
 
                         
            As at March 30,
2008
  As at March 31,
2007
    Note   $’000   $’000
 
                       
Non-current assets
                       
Property, plant and equipment
    9       222,781       254,350  
Club memberships
    10       38       38  
Current assets
                       
Inventories
    11       21,969       20,987  
Trade receivables
    12       21,834       40,144  
Other receivables
    13       2,589       8,007  
Short-term deposits
    14       8,250       839  
Cash and cash equivalents
    14       768       541  
 
                       
 
            55,410       70,518  
 
                       
Current liabilities
                       
Trade payables
    15       28,583       24,204  
Other payables and accruals
    16       11,227       17,367  
Loan from a related company
    17             420,000  
Provision for income tax
            4       176  
 
                       
 
            39,814       461,747  
 
                       
Net current assets/(liabilities)
            15,596       (391,229 )
Non-current liabilities
                       
Provision for restoration costs
    18       2,507       2,112  
Deferred tax liability
    19       7,597        
 
                       
 
            228,311       (138,953 )
 
                       
Share capital and accumulated losses
                       
Share capital
    20       1,109,000       779,000  
Accumulated losses
            (880,689 )     (917,953 )
 
                       
 
            228,311       (138,953 )
 
                       
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

3


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Statements of Changes in Equity for the Period from April 1, 2007 to March 30, 2008 and Years Ended March 31, 2007 and 2006
 
                                 
            Period from        
            April 1, 2007   Year Ended   Year Ended
            to March 30,   March 31,   March 31,
            2008   2007   2006
    Note   $’000   $’000   $’000
 
                               
Share capital
    20                          
Balance at beginning of period/year
            779,000       779,000       779,000  
Issuance of shares
            330,000              
 
                               
Balance at end of period/year
            1,109,000       779,000       779,000  
 
                               
 
                               
Accumulated losses
                               
Balance at beginning of period/year
            (917,953 )     (990,732 )     (1,023,072 )
Profit for the period/year
            37,264       72,779       32,340  
 
                               
Balance at end of period/year
            (880,689 )     (917,953 )     (990,732 )
 
                               
 
                               
Total surplus/(deficit)
            228,311       (138,953 )     (211,732 )
 
                               
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

4


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Statements of Cash Flows for the Period from April 1, 2007 to March 30, 2008 and Years Ended March 31, 2007 and 2006
 
                         
    Period from   Year   Year
    April 1, 2007   Ended   Ended
    to March 30,   March 31,   March 31,
    2008   2007   2006
    $’000   $’000   $’000
 
                       
Cash flows from operating activities
                       
Profit before taxation
    44,865       72,955       32,609  
Adjustments for:-
                       
Depreciation of property, plant and equipment
    53,552       52,741       53,231  
Impairment loss
          5,001       9,874  
Unwinding of discount on provision
    105       100       95  
Gain on disposal of property, plant and equipment
    (272 )     (56 )     (76 )
Gain on disposal of club membership
                (3 )
Interest income
    (45 )     (1,129 )     (1,448 )
Interest expense
    11,785       17,836       14,874  
 
                       
Operating profit before working capital changes
    109,990       147,448       109,156  
 
                       
(Increase)/decrease in:-
                       
Inventories
    (982 )     3,682       85  
Trade receivables
    18,310       (9,664 )     17,968  
Other receivables
    5,418       18,198       5,640  
Increase/(decrease) in:-
                       
Trade payables
    4,379       (5,600 )     7,089  
Other payables and accruals
    (6,140 )     2,106       2,324  
 
                       
Cash flows generated from operations
    130,975       156,170       142,262  
 
                       
Interest received
    45       1,129       1,448  
Interest paid
    (11,785 )     (17,836 )     (14,874 )
Income tax paid
    (176 )     (279 )     (159 )
 
                       
Net cash flows from operating activities
    119,059       139,184       128,677  
 
                       
 
                       
Cash flows from investing activities
                       
 
                       
Proceeds from disposal of property, plant and equipment
    374       1,203       76  
Proceeds from disposal of club membership
                41  
Proceeds from issuance of shares
    330,000              
Purchase of property, plant and equipment
    (21,795 )     (60,602 )     (25,559 )
 
                       
Net cash flows generated from/(used in) investing activities
    308,579       (59,399 )     (25,442 )
 
                       
Cash flows from financing activity
                       
 
                       
Repayment of loan from a related company
    (420,000 )     (95,252 )     (93,232 )
 
                       
Net cash flows used in financing activity
    (420,000 )     (95,252 )     (93,232 )
 
                       
 
                       
Net increase/(decrease) in cash and cash equivalents
    7,638       (15,467 )     10,003  
Cash and cash equivalents at beginning of the period/year
    1,380       16,847       6,844  
 
                       
Cash and cash equivalents at end of the period/year (Note 14)
    9,018       1,380       16,847  
 
                       
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

5


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
1.   Corporate information
    Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (formerly known as Hitachi Semiconductor Singapore Pte. Ltd.) (the “Company”), is a limited liability company, which is incorporated and domiciled in Singapore. The Company’s holding company is Hitachi Ltd., which is incorporated in Japan. On March 31, 2008, Chartered Semiconductor Manufacturing Ltd. acquired a 100% equity interest in the Company. Accordingly, the Company’s immediate holding company and ultimate holding company are Chartered Semiconductor Manufacturing Ltd. and Temasek Holdings (Private) Limited respectively, with effect from March 31, 2008. Both companies are incorporated in Singapore.
 
    The registered office and principal place of business of the Company is located at 1 Tampines Industrial Avenue 5, Singapore 528830.
 
    The principal activities of the Company are the manufacture and sale of advanced semiconductor products.
 
    There have been no significant changes in the nature of these activities during the financial period.
2.   Summary of significant accounting policies
2.1   Basis of preparation
 
    The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”).
 
    The financial statements are presented in Singapore Dollars (“SGD” or “$”) and all values are rounded to the nearest thousand ($’000) except where otherwise indicated.
 
    The accounting policies have been consistently applied by the Company for all periods presented.
2.2   Future changes in accounting policies
 
    The Company has not adopted the following FRS and Interpretation of Financial Reporting Standards (“INT FRS”) that have been issued but not yet effective:
         
        Effective date
        (Annual periods
        beginning on or after)
FRS 1
  Amendment to FRS 1 (revised) Presentation of Financial Statement (Capital Disclosures)   1 January 2008
FRS 1 (revised)
  Presentation of Financial Statements   1 January 2009
FRS 23
  Amendment to FRS 23, Borrowing Costs   1 January 2009
FRS 107
  Financial Instruments: Disclosures   1 January 2008
FRS 108
  Operating Segments   1 January 2009
INT FRS 112
  Service Concession Arrangements   1 January 2008
INT FRS 113
  Customer Loyalty Programmes   1 January 2008
INT FRS 114
  FRS 19 — The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction   1 January 2008

6


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
2.2   Future changes in accounting policies (cont’d)
 
    The above pronouncements do not apply to the activities of the Company except for FRS 1, FRS 107 and FRS 23 as indicated below.
 
    FRS 107, Financial Instruments: Disclosures and amendment to FRS 1 (revised), Presentation of financial statements (Capital Disclosures)
 
    FRS 107 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The amendment to FRS 1 requires the Company to make new disclosures to enable users of the financial statements to evaluate the Company’s objectives, policies and processes for managing capital. The Company will apply FRS 107 and the amendment to FRS 1 from annual period beginning April 1, 2008.
 
    FRS 23, Amendment to FRS 23, Borrowing Costs
 
    FRS 23 has been revised to require capitalisation of borrowing costs when such costs relate to a qualifying asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Accordingly, borrowing costs will be capitalised on qualifying assets with a commencement date after January 1, 2009.
2.3   Functional and foreign currency
  (a)   Functional currency
 
      The management has determined the currency of the primary economic environment in which the Company operates i.e. functional currency, to be SGD. Sales prices and major costs of providing goods including major operating expenses are primarily influenced by fluctuations in SGD.
  (b)   Foreign currency transactions
 
      Transactions in foreign currencies are measured in the functional currency of the Company and are recorded on initial recognition in the functional currency at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate of exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
 
      Exchange differences arising on the settlement of monetary items or on translating monetary items at the balance sheet date are recognised in the income statement.

7


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
2.4   Related parties/companies
 
    Related companies in these financial statements refer to members of the ultimate holding company’s group of companies, Hitachi Ltd.
 
    Related parties in these financial statements refer to companies with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decision.
2.5   Property, plant and equipment
 
    Property, plant and equipment are stated at cost less accumulated depreciation and any impairment loss. The initial cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition for its intended use. Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and repairs are charged to the income statement.
 
    Depreciation is calculated on the straight-line basis to write off the cost of property, plant and equipment over their estimated useful lives. The estimated useful lives are as follows:-
         
Buildings
    30 years (term of lease)
Machinery and equipment
    8 years
Motor vehicles
    6 years
Computer equipment and software
    3 years
Tools, furniture and fittings
    8 years
    Assets under construction are stated at cost. Assets under construction are not depreciated until such time as the relevant assets are completed and put into operational use.
 
    The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
 
    The residual values, useful lives and depreciation method are reviewed at each financial year-end to ensure that the amount, period and method of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.
 
    All items of property, plant and equipment are derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the income statement in the year the asset is derecognised.

8


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
 
2.6   Intangible assets
    Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair values as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. The amortisation expense on intangible assets with finite lives is recognised in the income statement through the ‘depreciation and amortisation expenses’ line item.
 
    Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if the events or changes in circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the useful life assessment continues to be supportable.
 
    Club memberships
 
    Club memberships are measured on initial recognition at cost. Following initial recognition, club memberships are carried at cost less any accumulated impairment losses. The useful lives of club memberships are assessed to be indefinite as these are lifetime memberships and have no dates of expiry and are tested for impairment annually or more frequently if the events or changes in circumstances indicate that the carrying value may be impaired. The useful life of club memberships is reviewed annually to determine whether the useful life assessment continues to be supportable. Gains or losses on disposal of club memberships are taken to the income statement.
2.7   Financial assets
 
    Financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments or available-for-sale financial assets, as appropriate. Financial assets are recognised on the balance sheet when, and only when, the Company becomes a party to the contractual provisions of the financial instrument.
 
    When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. The Company determines the classification of its financial assets after initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year-end.

9


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
 
2.7   Financial assets (cont’d)
  (a)   Financial assets at fair value through profit or loss
 
      Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Gains or losses on investments held for trading are recognised in the income statement.
 
      The Company does not designate any financial assets not held for trading as financial assets at fair value through profit and loss.
  (b)   Loans and receivables
 
      Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired, and through the amortisation process.
2.8   Cash and cash equivalents
 
    Cash and cash equivalents comprise cash on hand and at bank, short-term deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
2.9   Trade and other receivables
 
    Trade receivables and other receivables, including amounts due from related companies and related parties are classified and accounted for as loans and receivables under FRS 39. The accounting policy for this category of financial assets is stated in Note 2.7.
 
    An allowance is made for uncollectible amounts when there is objective evidence that the Company will not be able to collect the debt. Bad debts are written off when identified. Further details on the accounting policy for impairment of financial assets are stated in Note 2.10 below.

10


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
 
2.10   Impairment of financial assets
 
    The Company assesses at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets is impaired.
 
    If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss is recognised in the income statement.
 
    If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the income statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.
 
2.11   Inventories
 
    Inventories are valued at the lower of cost and net realisable value. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing, selling and distribution.
 
    Costs of inventories are determined as follows:-
         
Raw materials, spare parts for machinery and equipment
    purchase cost on a weighted-average basis; and
Work-in-progress
    costs of raw materials, direct labour and an appropriate proportion of production overheads.
2.12   Financial liabilities
 
    Financial liabilities include trade payables, which are normally settled on 30 to 60 days terms, other amounts payable, payables to related companies and related parties and interest-bearing loans and borrowings. Financial liabilities are recognised on the balance sheet when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. Financial liabilities are initially recognised at fair value of consideration received less directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.
 
    Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.

11


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
 
2.13   Borrowing costs
 
    Borrowing costs are expensed as incurred.
 
2.14   Derecognition of financial assets and liabilities
  (a)   Financial assets
 
      A financial asset is derecognised where the contractual rights to receive cash flows from the asset have expired.
 
      On derecognition of a financial asset, the difference between the carrying amount and the sum of (a) the consideration received and (b) any cumulative gain or loss that has been recognised directly in equity is recognised in the income statement.
 
  (b)   Financial liabilities
 
      A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired.
2.15   Provisions
 
    Provisions are recognised when the Company has a present obligation (legal or constructive) where, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
 
2.16   Employee benefits
  (a)   Defined contribution plans
 
      The Company makes contributions to the Central Provident Fund (“CPF”) scheme in Singapore, a defined contribution pension scheme. Contributions to the national pension scheme are recognised as an expense in the period in which the related service is performed.
 
  (b)   Employee leave entitlement
 
      Employee entitlements to annual leave are recognised as a liability when they accrue to employees. The estimated liability for leave is recognised for services rendered by employees up to balance sheet date.
2.17   Operating leases
 
    Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased item are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

12


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
 
2.18   Revenue recognition
 
    Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised.
  (a)   Sale of goods
 
      Revenue is recognised upon the transfer of significant risks and rewards of ownership of the goods to the customer, which generally coincides with delivery and acceptance of the goods sold. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible returns of goods.
 
  (b)   Interest income
 
      Interest income is recognised as the interest accrues (using the effective interest method) unless collectibility is in doubt.
2.19   Income taxes
  (a)   Current tax
 
      Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authority. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.
 
      Current taxes are recognised in the income statement.
 
  (b)   Deferred tax
 
      Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
 
      Deferred tax assets and liabilities are recognised for all temporary differences, except:-
    Where the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction affects neither the accounting profit nor taxable profit or loss; and
 
    In respect of deductible temporary differences and carry-forward of unused tax credits and unused tax losses, if it is not probable that taxable profit will be available against which the deductible temporary differences and carry-forward of unused tax credits and unused tax losses can be utilised.
      The carrying amount of deferred tax asset is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be utilised.

13


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
 
2.19   Income taxes (cont’d)
  (b)   Deferred tax (cont’d)
 
      Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
 
      Deferred taxes are recognised in the income statement except that deferred tax relating to items recognised directly in equity is recognised directly in equity.
 
  (c)   Sales tax
 
      Revenues, expenses and assets are recognised net of the amount of sales tax except:-
    Where the sales tax incurred on a purchase of assets or services is not recoverable from the tax authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
 
    Receivables and payables that are stated with the amount of sales tax included.
      The net amount of sales tax recoverable from, or payable to, the tax authority is included as part of receivables or payables in the balance sheets.
2.20   Government grants
 
    The Company recognises grants when there is reasonable assurance that the conditions attached to the grant will be complied with and that the grant will be received.
 
    Income-related grants are subsidies of expenses incurred, and are disbursed based on the terms of the respective grants, the amount of qualifying expenditures incurred and the achievement of the conditions attached to the grants. Income-related grants are recorded as a reduction of the expenses for which they are intended to reimburse.
 
    When the grant relates to an asset, the fair value is recognised as deferred capital grant on the balance sheet and is amortised to the income statement over the expected useful life of the relevant asset by equal annual instalments.
 
2.21   Derivative financial instruments
 
    The Company uses derivative financial instruments such as forward contracts to hedge its risks associated primarily with foreign currency fluctuations. Such derivatives financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value at each balance sheet date. Derivative financial instruments are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
 
    Any gains or losses arising from changes in fair values on the forward currency contracts are taken to the income statement for the year.
 
    The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

14


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
2.   Summary of significant accounting policies (cont’d)
 
2.22   Provision for restoration costs
 
    Provision for restoration costs is recognised when there is a requirement at the end of the lease agreement for the return of buildings to tenantable conditions and the return of land to original condition. The liability is measured based on the estimated expenditure required to settle the present obligation at the end of the lease term.
 
3.   Significant accounting judgements and estimates
 
    The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.
 
3.1   Judgements made in applying accounting policies
 
    In the process of applying the Company’s accounting policies, management has made the following judgement, apart from those involving estimations, which has the most significant effect on the amounts recognised in the financial statements:-
 
    Income taxes
 
    The Company recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amount of the Company’s provision for income tax and deferred income tax at March 30, 2008 was $4,000 (March 31, 2007: $176,000) and $7,597,000 (March 31, 2007: $nil) respectively.
 
3.2   Key sources of estimation uncertainty
 
    The key assumptions concerning the future and other key sources of estimation and uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
 
    Depreciation of property, plant and equipment
 
    Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Management estimates the useful lives of these property, plant and equipment to be within 3 to 30 years. These are common life expectancies applied in the industry and in respect of buildings, represents the lease period. The carrying amount of the Company’s property, plant and equipment at March 30, 2008 was approximately $222,781,000 (March 31, 2007: $254,350,000). Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

15


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
3.   Significant accounting judgements and estimates (cont’d)
 
    Provision for restoration costs
 
    The Company measures the cost of restoration of the land to its original state with reference to the terms and conditions of the tenancy agreement and the expected date of restoration.
 
    This requires judgmental assumptions in estimating the expected future cash outflows as a result of the restoration and the current pre-tax discount rate which reflects current market assessment of the time value of money and the risk specific to the restoration liability in order to calculate the present value of those future cash flows.
4.   Revenue
 
    Revenue represents sale of goods at invoiced value, net of discounts and goods and services tax (“GST”).
5.   Other operating income
                           
      Period from        
      April 1, 2007   Year Ended   Year Ended
      to March 30,   March 31,   March 31,
      2008   2007   2006
      $’000   $’000   $’000
 
 
                       
 
Foreign exchange gain
          1,620       619  
 
Gain on disposal of property, plant and equipment
    272       56       76  
 
Interest income from related company
    27       686       734  
 
Interest income from short-term deposits
    18       443       714  
 
Others
    98       9       10  
 
 
                       
 
 
    415       2,814       2,153  
 
 
                       
 
                       
6. Profits from operations
 
                       
 
Directors’ remuneration
    567       564       577  
 
Staff costs (excluding CPF)
    45,511       44,851       43,868  
 
CPF contributions
    3,800       3,257       3,247  
 
Foreign exchange loss
    215              
 
Depreciation of property, plant and equipment
    53,552       52,741       53,231  
 
Impairment loss
          5,001       9,874  
 
 
                       

16


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
7.   Finance costs
                         
    Period from        
    April 1, 2007   Year Ended   Year Ended
    to March 30,   March 31,   March 31,
    2008   2007   2006
    $’000   $’000   $’000
Interest expense relates to:-
                       
Related company
    11,785       17,836       14,874  
Unwinding of discount on provision
    105       100       96  
 
                       
 
    11,890       17,936       14,970  
 
                       
8.   Income tax
  (a)   Major components of income tax expense
 
      The major components of income tax expense for the period/years ended are:-
                         
Current income tax
    4       176       279  
Deferred income tax (Note 19)
    7,597              
Over provision in respect of prior years
                (10 )
 
                       
 
    7,601       176       269  
 
                       
  (i)   The Company enjoys pioneer status for wafer fabrication of advanced semiconductor devices for a period of 10 years from April 1, 1999 whereby its profits from this activity are exempt from income tax, subject to compliance with certain conditions of the Economic Expansion Incentives (Relief from Income Tax) Act.
 
  (ii)   The provision for current income tax in the Company’s financial statements represents tax on non-pioneer income (mainly interest income).
 
  (iii)   The Company has unabsorbed capital allowances and unutilised tax losses of approximately $770,406,000 and $43,688,000 (March 31, 2007: $829,489,000 and $43,688,000) respectively, and utilisation of such unabsorbed capital allowances is subject to the substantial shareholders test at certain relevant dates. By March 30, 2008, the Company became aware that it will be acquired by Chartered Semiconductor Manufacturing Ltd. on March 31, 2008. Therefore, approximately $764,843,000 of unabsorbed capital allowances and $43,688,000 of unutilised tax losses would be forfeited unless the Company secures the tax authority approval to its application for waiver on the shareholding test. As of March 30, 2008, the outcome of the application is unknown.

17


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
8.   Income tax (cont’d)
  (b)   Relationship between tax expense and profit before taxation
 
      A reconciliation between the tax expense and the profit before taxation multiplied by the applicable tax rate for the period/years ended is as follow:-
                         
    Period from        
    April 1, 2007   Year Ended   Year Ended
    to March 30,   March 31,   March 31,
    2008   2007   2006
    $’000   $’000   $’000
 
                       
Profit before taxation
    44,865       72,955       32,609  
 
                       
 
                       
Tax expense on profit before taxation at 18% (2007: 18%, 2006: 20%)
    8,076       13,132       6,521  
Tax exempt income under pioneer status
    (8,068 )     (12,929 )     (6,232 )
Origination of temporary difference
    7,597              
Tax effect of tax exemptions
    (4 )     (27 )     (10 )
Tax effect of over provision in respect of prior years
                (10 )
 
                       
 
    7,601       176       269  
 
                       

18


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
9.   Property, plant and equipment
                                                         
            Machinery           Computer   Tools,   Construction    
            and   Motor   equipment   furniture   work-in-    
    Buildings   equipment   vehicles   and software   and fittings   progress   Total
    $’000   $’000   $’000   $’000   $’000   $’000   $’000
 
                                                       
Cost
                                                       
At April 1, 2006
    127,776       2,071,492       208       65,236       79,391       6,365       2,350,468  
Additions
                                  60,602       60,602  
Reclassification
          57,960             3,975       787       (62,722 )      
Disposals
          (1,579 )                       (1,147 )     (2,726 )
Written off
                      (3 )     (3 )           (6 )
     
At March 31, 2007 and April 1, 2007
    127,776       2,127,873       208       69,208       80,175       3,098       2,408,338  
Additions
                                  21,795       21,795  
Reclassification
          12,606             5,375       769       (18,750 )      
Change in discount rate for provision for restoration costs (Note 18)
    290                                     290  
Disposal
          (5,630 )                             (5,630 )
Written off
          (32 )           (86 )     (11 )           (129 )
     
At March 30, 2008
    128,066       2,134,817       208       74,497       80,933       6,143       2,424,664  
     

19


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
9.   Property, plant and equipment (cont’d)
                                                         
            Machinery           Computer   Tools,   Construction    
            and   Motor   equipment   furniture   work-in-    
    Buildings   equipment   vehicles   and software   and fittings   progress   Total
    $’000   $’000   $’000   $’000   $’000   $’000   $’000
Accumulated depreciation and impairment
                                                       
At April 1, 2006
    34,252       1,924,972       139       64,427       74,041             2,097,831  
Charge for the year
    4,317       44,929       36       1,181       2,278             52,741  
Impairment loss
          4,955                   46             5,001  
Disposals
          (1,579 )                             (1,579 )
Written off
                      (3 )     (3 )           (6 )
     
At March 31, 2007 and April 1, 2007
    38,569       1,973,277       175       65,605       76,362             2,153,988  
Charge for the period
    4,307       44,354       33       2,620       2,238             53,552  
Disposals
          (5,528 )                             (5,528 )
Written off
          (32 )           (86 )     (11 )           (129 )
     
At March 30, 2008
    42,876       2,012,071       208       68,139       78,589             2,201,883  
     
 
                                                       
Net carrying amount
                                                       
At March 31, 2007
    89,207       154,596       33       3,603       3,813       3,098       254,350  
     
At March 30, 2008
    85,190       122,746             6,358       2,344       6,143       222,781  
     
  For the year ended March 31, 2006, the Company carried out a review of the recoverable amount of its plant and machinery acquired from 1999 to 2002 because the Company ceased production for one of the product lines. An impairment loss of $9,874,000, representing the write-down of the plant and machinery to the recoverable amount was recognised in “Other operating expenses” (Note 6). A similar review was carried out for the year ended March 31, 2007 because the Company ceased production for one of the product lines. An impairment loss of $5,001,000, representing the write-down of the plant and machinery to the recoverable amount was recognized in “Other operating expenses” (Note 6).

20


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
10.   Club memberships
                 
    As at March 30,   As at March 31,
    2008   2007
    $’000   $’000
                 
Club memberships, at cost
    122       122  
Less: Impairment loss
    (84 )     (84 )
 
               
Net carrying amount
    38       38  
 
               
11.   Inventories
                 
Balance sheets:
               
Raw materials
    2,163       4,665  
Work-in-progress
    18,702       14,972  
Spare parts for machinery and equipment
    1,104       1,350  
 
               
 
    21,969       20,987  
 
               
Income statement:
               
Inventories recognised as an expense in cost of sales
    224,643       226,969  
Inclusive of the following (credit)/charge:-
               
— Inventories written-down
          351  
— Reversal of write-down of inventories
    (347 )      
 
               
    The reversal of write-down of inventories was made upon the usage of the related inventories.
12.   Trade receivables
                 
Amount due from a related company
    21,186       39,673  
GST receivable
    648       471  
 
               
 
    21,834       40,144  
 
               
    Trade receivables are non-interest bearing and are generally on 30 to 60 days terms. They are recognised at their original invoice amounts which represent their fair value on initial recognition.
 
    Included in trade receivables of the Company is the following amount denominated in different currency (SGD equivalent):-
                 
United States dollars
    21,186        
 
               

21


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
13.   Other receivables
                 
    As at March 30,   As at March 31,
    2008   2007
    $’000   $’000
 
               
Amount due from a related company
          6,266  
Amount due from related parties
          3  
Prepayments
    2,448       1,653  
Other receivables
    141       85  
 
               
 
    2,589       8,007  
 
               
    The amounts due from a related company and related parties were non-trade in nature, unsecured, repayable on demand and were to be settled in cash. The amount due from a related company as at March 31, 2007 bore interest at 2.74% per annum. The amounts due from related parties were interest-free.
 
    The amounts due from a related company and related parties are repaid during the period.
14.   Cash and cash equivalents
                 
Short-term deposits
    8,250       839  
Cash and bank balances
    768       541  
 
               
 
    9,018       1,380  
 
               
    Short-term deposits are made for varying periods between one day and one month depending on the immediate cash requirements of the Company, and earn interests at the respective short-term deposit rates. The interest rate of short-term deposits ranges from 0.86% to 5.23% (March 31, 2007: 2.92% to 5.32%) per annum.
15.   Trade payables
                 
Amounts due to related companies
    5,848       3,903  
Amounts due to related parties
    169       2,100  
Third parties
    22,566       18,201  
 
               
 
    28,583       24,204  
 
               
    Trade payables are non-interest bearing and are normally settled on 30 to 60 days terms. Included in trade payables of the Company are the following amounts denominated in different currencies (SGD equivalent):-
                 
United States dollars
    8,531       6,121  
Japanese Yen
    10,506       9,225  
 
               

22


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
16.   Other payables and accruals
                 
    As at March 30,   As at March 31,
    2008   2007
    $’000   $’000
 
               
Amounts due to related companies
          6,803  
Amounts due to related parties
    155       164  
Accruals
    10,971       10,249  
Other payables
    101       151  
 
               
 
    11,227       17,367  
 
               
    The amounts due to related companies and related parties were non-trade in nature, unsecured, interest-free and repayable on demand. These balances are repaid in cash during the financial period.
 
    Included in other payables and accruals of the Company are the following amounts denominated in different currencies (SGD equivalent):-
                 
United States dollars
    105       166  
Japanese Yen
    87       21  
 
               
17.   Loan from a related company
    Loan from a related company amounting to $420,000,000 as at March 31, 2007 is secured by corporate guarantee from its holding company and is under a negative pledge. The loan bore effective interest at 3.86% and had been fully repaid by March 30, 2008.
18.   Provision for restoration costs
                 
At beginning of period/year
    2,112       2,012  
Unwinding of discount on provision
    105       100  
Change in discount rate
    290        
 
               
At end of period/year
    2,507       2,112  
 
               
    The Company recorded a liability related to the requirements at the end of its land lease term to remove its wafer fabrication buildings and return the land on which the buildings have been built to its original condition. The associated cost was capitalised as an increase in the cost of buildings in property, plant and equipment and will be depreciated over the remaining useful lives of the buildings.
 
    The liability, both initially and subsequently, is measured based on the present value of the estimated expenditure required to settle the obligation at the end of the lease term and reflects a current market-based discount rate of 4.30% (March 31, 2007: 4.98%). The Company expects to incur the liability at the end of the lease term in the year ending March 31, 2026.

23


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
19.   Deferred tax liability
                 
    As at March 30,   As at March 31,
    2008   2007
    $’000   $’000
Deferred tax liability at end of the period/year relates to the following:-
               
Differences in depreciation for tax purposes
    8,048        
Deferred tax asset at end of the period/year relates to the following:-
               
Provision for restoration costs
    (451 )      
 
               
 
    7,597        
 
               
 
               
At beginning of the period/year
           
Charge to income statement (Note 8)
    7,597        
 
               
At end of the period/year
    7,597        
 
               
20.   Share capital
                                 
    As at March 30, 2008   As at March 31, 2007
    No. of           No. of    
    shares           shares    
    ’000   $’000   ’000   $’000
 
Class A fully paid ordinary shares:-
                               
At beginning of the period/year
    440,000       440,000       440,000       440,000  
Issuance of shares during the period/year
    330,000       330,000              
 
                               
At end of the period/year
    770,000       770,000       440,000       440,000  
Class C fully paid ordinary shares:-
                               
At beginning and end of the period/year
    1,356,000       339,000       1,356,000       339,000  
 
                               
At end of the period/year
    2,126,000       1,109,000       1,796,000       779,000  
 
                               
    The Class C shares shall have the same powers and rights as conferred upon the Class A shares and shall rank pari passu with the Class A shares in all respects including the repayment of capital, the participation in surplus assets and profits, the payment of dividend (which shall be non-cumulative) and the payment of capital.
 
    In accordance with the Companies (Amendment) Act 2005, on January 2006, the shares of the Company ceased to have a par value.
 
    The holders of Class A and Class C shares are entitled to receive dividends as and when declared by the Company. All shares carry one vote per share.

24


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
21.   Commitments
  (a)   Operating lease commitments — as lessee
 
      The Company has entered into lease agreements for land and staff accommodation. These leases have an average life of between 1 and 30 years with no renewal option. All leases include a clause to enable revision of rental charge on an annual basis based on prevailing market conditions.
 
      Lease terms do not contain restrictions on the Company’s activities concerning dividends, additional debt or further leasing. Operating lease expense recognised in the income statement during the period amounted to $3,972,000 (March 31, 2007: $2,978,000 and March 31, 2006: $3,834,000). Future minimum lease payments under non-cancellable operating leases are as follows:-
                 
    As at March 30,   As at March 31,
    2008   2007
    $’000   $’000
 
               
Within one year
    1,802       3,076  
After one year but not more than five years
    6,625       8,143  
After 5 years
    21,621       27,081  
 
               
 
    30,048       38,300  
 
               
  (b)   Capital expenditure commitments
 
      Capital expenditure contracted for as at balance sheet date but not recognised in the financial statements is as follows:-
                 
Capital commitments in respect of property, plant and equipment
    1,475                         1,841         
 
               
22.   Related party information
    In addition to the related party information disclosed elsewhere in the financial statements, significant transactions with related parties, on term agreed between the parties, were as follows:-
                         
    Period from        
    April 1, 2007   Year Ended   Year Ended
    to March 30,   March 31,   March 31,
    2008   2007   2006
    $’000   $’000   $’000
 
                       
Holding company:-
                       
Purchases of material, machinery, equipment and services
    79       66       112  
 
                       

25


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
22.   Related party information (cont’d)
                         
           
       
    Period from
April 1, 2007
to March 30,
2008
  Year Ended
March 31,
2007
  Year Ended
March 31,
2006
    $’000   $’000   $’000
Related companies:-
                       
Sales of goods
    (270,566 )     (315,313 )     (162,236 )
Purchases of material, machinery, equipment and services
    27,867       34,482       23,689  
Interest income
    (27 )     (686 )     (734 )
Interest expense
    11,785       17,836       14,874  
Sales of property, plant and equipment
          (1,124 )      
Related parties:-
                       
Sales of goods
    (21,405 )           (122,623 )
Purchases of material, machinery, equipment and services
    7,342       7,234       5,099  
Sales of property, plant and equipment
    (204 )     (82 )     (119 )
 
                       
23.   Fair value of financial instruments
 
    The fair value of a financial instrument is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction, other than in a forced or liquidation sale.
 
    Financial instruments carried at fair value
 
    The Company has carried all derivative financial instruments at their fair values as required by FRS 39.
 
    Financial instruments whose carrying amount approximate fair value
 
    Management has determined that the carrying amounts of cash and cash equivalents, current trade and other receivables, current trade and other payables based on their notional amounts reasonably approximate their fair values because these are mostly short-term in nature.
 
24.   Financial risk management objectives and policies
 
    The main risks arising from the Company’s financial instruments are credit risk, liquidity risk, foreign currency risk and interest rate risk. The management reviews and agrees policies for managing each of these risks and they are summarised below.
  (a)   Credit risk
 
      Credit risk, or the risk of counterparties defaulting, is managed through the application of credit approvals, credit limits and monitoring procedures.
 
      The carrying amount of cash and cash equivalents, trade and other receivables represent the Company’s maximum exposure to credit risk. No other financial assets carry a significant exposure to credit risk.
 
      At balance sheet date, approximately 97% (March 31, 2007: 99%) of the Company’s trade receivables was due from a related company.

26


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
24.   Financial risk management objectives and policies (cont’d)
  (b)   Liquidity risk
 
      In the management of liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance the Company’s operations and mitigate the effects of fluctuation in cash flows. Short-term funding is funded by loans from a related company and third party. Adequate lines of credit are maintained to ensure necessary liquidity. The Company also relies on its ultimate holding company for continuing financial support.
 
  (c)   Foreign currency risk
 
      The Company has exposure to foreign currency risk as a result of transactions denominated in foreign currencies, arising from normal trading. The currencies which primarily give rise to this risk are United States dollars and Japanese Yen. The Company enters into forward currency contracts to hedge against its foreign currency risk resulting from anticipated sale and purchase transactions denominated in foreign currencies, primarily in United States dollars and Japanese Yen.
 
      The fair value of the forward currency contracts are calculated (using rates quoted by the Company’s bankers) assuming the contracts were to mature at the balance sheet date. As at March 30, 2008 and March 31, 2007, the Company does not have any outstanding forward currency contracts.
 
  (d)   Interest rate risk
 
      The Company’s interest rate exposure relates primarily to short-term deposits placed with financial institutions.
 
      Surplus funds are placed with reputable banks or related company. In raising fund for its operation, the Company relies on treasury management of the holding company and hence, has limited control over the interest rate risk.
 
      The following table sets out the carrying amount, by maturity, of the Company’s financial instruments that are exposed to interest rate risk:-
                                                         
    Within 1
year
  1-2
years
  2-3
years
  3-4
years
  4-5
years
  More
than 5
years
  Total
    $’000   $’000   $’000   $’000   $’000   $’000   $’000
2008
                                                       
 
                                                       
Fixed rate
                                                       
Short-term deposits
    8,250                                     8,250  
 
                                                       
2007
                                                       
 
                                                       
Fixed rate
                                                       
Amount due from a related company
    6,266                                     6,266  
Short-term deposits
    839                                     839  
Loan from a related company
    (420,000 )                                   (420,000 )

27


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
24.   Financial risk management objectives and policies (cont’d)
  (d)   Interest rate risk (cont’d)
 
      Interest on financial instruments at fixed rates are fixed until the maturity of the instrument. The other financial instruments of the Company that are not included in the above tables are not subject to interest rate risks.
 
  (e)   Derivative financial instruments
 
      As at March 30, 2008 and March 31, 2007, the Company does not have any outstanding forward contracts.
25.   Subsequent events
  (a)   Change in shareholder and the Company’s name
 
      On March 31, 2008, Chartered Semiconductor Manufacturing Ltd. acquired a 100% equity interest in the Company. Accordingly, the Company’s immediate holding company and ultimate holding company are Chartered Semiconductor Manufacturing Ltd. and Temasek Holdings (Private) Limited respectively, with effect from March 31, 2008. Both companies are incorporated in Singapore. The Company’s name was then changed to Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
 
  (b)   New Foundry Agreement
 
      On February 15, 2008, the Company entered into a new foundry agreement with Renesas Technology Corp. (“Renesas”) to supply semiconductor products to Renesas, all in accordance with the terms and conditions of the agreement. The agreement will take effect on March 31, 2008 and will end on March 31, 2011, unless terminated earlier in accordance with the terms of the agreement. The Company is not able to reliably quantify the financial impact of this agreement.
 
26.   Summary of significant differences between FRS and U.S. GAAP
 
    The Company’s financial statements have been prepared in accordance with FRS. The Company has prepared the following information in this note to present the nature and effect on the Company’s financial statements of the differences between FRS and U.S. generally accepted accounting principles (“U.S. GAAP”).
 
    Condensed Income Statement
 
    If U.S. GAAP had been applied, profit after taxation and comprehensive income would be adjusted as follows:
                             
        Period from
April 1, 2007
to March 30,
2008
  Year ended
March 31,
2007
  Year ended
March 31,
2006
    Note   $’000   $’000   $’000
Profit after taxation as reported under FRS
        37,264       72,779       32,340  
Depreciation charges
  (a)     19       19       19  
Accretion expense
  (a)     2       5       6  
Profit after taxation and comprehensive income under U.S. GAAP
        37,285       72,803       32,365  

28


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
26.   Summary of significant differences between FRS and U.S. GAAP (cont’d)
 
    Condensed Balance Sheets
 
    If U.S. GAAP had been applied, shareholders’ equity would be adjusted as follows:-
                     
        As at March 30,
2008
  As at March 31,
2007
    Note   $’000   $’000
Shareholders’ equity as reported under FRS
        228,311       (138,953 )
Accumulated depreciation
  (a)     194       175  
Accretion expense
  (a)     85       83  
 
                   
Shareholders’ equity under U.S. GAAP
        228,590       (138,695 )
 
                   
    The following table reconciles the balance sheets as reported under FRS and those that would have been reported under U.S. GAAP:-
 
    As at March 30, 2008
                     
        FRS   U.S. GAAP
    Note   $’000   $’000
Property, plant and equipment
  (a)     222,781       222,150  
Provision for restoration costs
  (a)     2,507       1,597  
Accumulated losses
  (a)     880,689       880,410  
    As at March 31, 2007
 
Property, plant and equipment
  (a)     254,350       253,990  
Provision for restoration costs
  (a)     2,112       1,494  
Accumulated losses
  (a)     917,953       917,695  
    Condensed Statements of Cash Flows
 
    There are no material differences between cash flows reported in the statements of cash flows prepared in accordance with FRS and the cash flows that would be reported in the statements of cash flows prepared in accordance with U.S. GAAP.
 
    Notes:
  (a)   Asset retirement obligation
    Under FRS, the Company recognized a provision for restoration costs relating to its obligation to remove its wafer fabrication buildings and return the leased land back to its original condition. This provision represents the estimated present value of expected costs to settle the liability based on current prices and current pre-tax discount rate that takes into consideration the time value of money and risks specific to the liability. The amount of the provision is capitalized as part of the carrying cost of buildings. The periodic unwinding of the discount is included in other finance expense. The estimated future costs and the discount rate are reviewed annually and adjusted as appropriate with changes in the provision added to or deducted from the carrying cost of buildings. During the period from April 1, 2007 to March 30, 2008, the discount rate (but not the estimated future costs) decreased to 4.3% which gave rise to an increase in the provision for restoration costs and cost of buildings of $290,000.

29


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
26.   Summary of significant differences between FRS and U.S. GAAP (cont’d)
 
    Notes:
  (a)   Asset retirement obligation (cont’d)
    Under U.S. GAAP, the Company is required to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. When an asset retirement liability is recognized, a corresponding amount is capitalized and depreciated as an additional cost of the related asset. The liability is measured based on the risk-adjusted future cash outflows discounted using a credit-adjusted risk-free rate. The unwinding of the discount rate is included in other operating expense for the period. Subsequent changes to the estimates of the timing or amount of future cash flows, resulting in an increase to the asset and liability, are discounted using the credit-adjusted risk-free rate in effect at the time of the change in estimate while downward changes in the amount of undiscounted estimated cash flows should be discounted using the credit-adjusted risk-free rate that existed when the original liability was recognized.
 
    As a result of the above noted differences in how the provision for restoration costs is measured, the carrying value of buildings and related depreciation expense as well as the provision for restoration costs and related accretion expense are lower under U.S. GAAP then FRS.
 
    Recent U.S. GAAP accounting pronouncements
 
    In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, which provides guidance for measuring the fair value of assets and liabilities, and requires expanded disclosures about fair value measurements. SFAS No. 157 indicates that fair value should be determined based on the assumptions that marketplace participants would use in pricing the asset or liability, and provides additional guidelines to consider in determining the market-based measurement. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.
 
    In February 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 157-1, “Application of FASB SFAS No. 157 to SFAS No. 13 and Its Related Interpretive Accounting Pronouncements That Address Leasing Transactions”, and FSP SFAS No. 157-2, “Effective Date of SFAS No. 157”. FSP SFAS No. 157-1 excludes from the scope of SFAS No. 157 certain leasing transactions accounted for under SFAS No. 13, “Accounting for Leases”. FSP SFAS No. 157-2 delays the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).
 
    In October 2008, the FASB issued FSP SFAS No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active”. FSP SFAS No. 157-3 clarifies the application of SFAS No. 157 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.

30


 

Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd.
(Formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Notes to the Financial Statements — March 30, 2008
 
26.   Summary of significant differences between FRS and U.S. GAAP (cont’d)
 
    Recent U.S. GAAP accounting pronouncements (cont’d)
 
    The provisions of SFAS No. 157 will be applied prospectively to fair value measurements and disclosures for financial assets and financial liabilities and non-financial assets and non-financial liabilities recognized or disclosed at fair value in the financial statements. While the Company do not believe the adoption of SFAS No. 157 and its related FSPs will have a material impact on the Company’s financial statements at this time, the Company will monitor any additional implementation guidance that may be issued.
 
    In February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities”. Under SFAS No. 159, entities will be permitted to measure various financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the fair value option). SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not believe the adoption of SFAS No. 159 will have a material impact on the Company’s financial statements.
 
    In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. SFAS No. 161 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and is intended to enhance the current disclosure framework in SFAS No. 133 by requiring that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation to better convey the purpose of the derivative used in terms of the risks that the entity is intending to manage. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement extends disclosure requirements and is not expected to have a material impact on the Company’s financial statements.
 
27.   Authorisation of financial statements
 
    The financial statements for the period from April 1, 2007 to March 30, 2008 and years ended March 31, 2007 and 2006 were authorised for issue in accordance with a resolution of the directors on February 9, 2009.

31

EX-99.2 3 u00162exv99w2.htm EX-99.2 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008. EX-99.2 Unaudited Pro Forma
Exhibit 99.2
Combined Accounts of Chartered Semiconductor Manufacturing Ltd. and subsidiaries
and Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (formerly known as Hitachi Semiconductor Singapore Pte. Ltd.)
Unaudited Pro Forma Consolidated Statement of Operations
(In thousands)
On March 31, 2008, Chartered Semiconductor Manufacturing Ltd., or Chartered or the Company, completed the acquisition of 100% of the shares in Hitachi Semiconductor Singapore Pte. Ltd. from Hitachi, Ltd. and Hitachi Asia Ltd., for a total consideration of $241,125 which consisted of cash and direct costs of the acquisition. In June 2008, the closing working capital price adjustment was finalized as provided for in the purchase agreement, resulting in a revised purchase consideration of $243,595. Upon the completion of the acquisition, Hitachi Semiconductor Singapore Pte. Ltd. was renamed Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd., or Chartered Tampines. Chartered Tampines owns and operates an eight-inch wafer fabrication facility located in Singapore. This additional facility is expected to augment the capacity of the four eight-inch fabs the Company currently operates. This transaction also includes a manufacturing agreement with Renesas Technology Corp., or Renesas, an existing customer of Chartered Tampines, to provide future wafer fabrication services.
The acquisition of Chartered Tampines was accounted for using the purchase method in accordance with Statement of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations”. The assets and liabilities of Chartered Tampines were recorded as of the acquisition date, at their respective fair values. The purchase price allocation is based on the estimated fair value of assets acquired and liabilities assumed. The preparation of the valuation required the use of significant assumptions and estimates. These estimates were based on assumptions that the Company believes to be reasonable.
The following Unaudited Pro Forma Consolidated Statement of Operations presents the effect of the acquisition of Chartered Tampines for the year ended December 31, 2008 as if it had occurred at the beginning of the period presented.
The Unaudited Pro Forma Consolidated Statement of Operations should be read in conjunction with Chartered’s historical financial statements (including notes thereto) that are incorporated by reference.
The Unaudited Pro Forma Consolidated Statement of Operations and its accompanying notes are presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have actually been reported had the transaction occurred at the beginning of the period presented, nor is it necessarily indicative of future results of operations.
The Unaudited Pro Forma Consolidated Statement of Operations was prepared using the purchase method of accounting. Accordingly, the historical consolidated statement of operations has been adjusted to give effect to the impact of the consideration issued in connection with the acquisition.
The Unaudited Pro Forma Consolidated Statement of Operations includes certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as increased amortization expense on acquired intangible assets. The Unaudited Pro Forma Consolidated Statement of Operations does not reflect any nonrecurring charges, such as restructuring costs, or the realization of potential cost savings. No assurances can be made that Chartered will realize efficiencies related to the integration of the businesses sufficient to offset incremental transaction, integration and restructuring costs over time. Cost savings, if achieved, could result from, among other things, the reduction of overhead expenses, changes in corporate infrastructure, consolidated purchasing, sharing of best practices, and logistics network efficiencies.

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Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2008
(In Thousands, except Per Share Data)
                                         
                    Pro Forma                
    Chartered and     Chartered     Adjustments             Group Pro  
    Subsidiaries     Tampines     Dr/(Cr)     Note     Forma  
    (a)     (b), (c), (d)                          
Net revenue
  $ 1,661,120     $ 44,959     $ 615       2(e)   $ 1,705,464  
Cost of revenue
    (1,447,309 )     (34,834 )     1,473       2(g), 2(h), 2(j)     (1,483,616 )
 
                                 
Gross profit
    213,811       10,125                       221,848  
 
                                 
 
                                       
Other revenue
    13,367                             13,367  
 
                                 
 
                                       
OPERATING EXPENSES
                                       
Research and development
    177,866                             177,866  
Sales and marketing
    69,469       83                       69,552  
General and administrative
    43,053       1,324                       44,377  
Other operating expenses, net
    10,138       480       (77 )     2(i)     10,541  
 
                                 
Total operating expenses, net
    300,526       1,887                       302,336  
 
                                 
 
                                       
Equity in income of associated companies, net
    25,997                             25,997  
Other income, net
    2,905       10                       2,915  
Interest income
    15,379       5                       15,384  
 
                                       
Interest expense and amortization of debt discount
    (67,971 )     (2,362 )     (2,264 )     2(f)     (68,069 )
 
                                 
Income (loss) before income tax
    (97,038 )     5,891                       (90,894 )
Income tax expense (benefit)
    (4,459 )     5,320       (5,320 )     2(k)     (4,459 )
 
                                 
Net income (loss)
    (92,579 )     571                       (86,435 )
 
                                 
 
                                       
Less: Accretion to redemption value of convertible
      redeemable preference shares
    10,042                             10,042  
 
                                 
Net income (loss) available to ordinary shareholders
  $ (102,621 )   $ 571                     $ (96,477 )
 
                                 
 
                                       
Basic net loss per ordinary share
  $ (0.04 )                           $ (0.04 )
 
                                   
 
                                       
Diluted net loss per ordinary share
  $ (0.04 )                           $ (0.04 )
 
                                   
 
                                       
Basic net loss per ADS
  $ (0.40 )                           $ (0.38 )
 
                                   
 
                                       
Diluted net loss per ADS
  $ (0.40 )                           $ (0.38 )
 
                                   
 
                                       
Number of ordinary shares used in computing:
                                       
Basic net loss per ordinary share
    2,541,435                               2,541,435  
Effect of dilutive securities
                                   
 
                                   
Diluted net loss per ordinary share
    2,541,435                               2,541,435  
 
                                   
 
                                       
Number of ADS used in computing:
                                       
Basic net loss per ADS
    254,144                               254,144  
Effect of dilutive securities
                                   
 
                                   
Diluted net loss per ADS
    254,144                               254,144  
 
                                   
See accompanying notes to Unaudited Pro Forma Consolidated Statement of Operations.

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Note 1. Basis of Pro Forma Presentation
On March 31, 2008, Chartered completed its acquisition of all the issued and outstanding shares of Chartered Tampines. The Unaudited Pro Forma Consolidated Statement of Operations has been prepared to give effect to the completed acquisition, which was accounted for as a business combination in accordance with SFAS No. 141, “Business Combinations”.
Under the purchase method of accounting, the purchase price was allocated to assets of Chartered Tampines acquired and liabilities assumed based on their respective fair values. The table below reflects the final purchase price allocation:
         
    Fair values  
Current assets
  $ 41,459  
Property, plant and equipment
    243,724  
Identifiable intangible assets
    7,600  
Other assets
    28  
 
     
Total assets acquired
    292,811  
 
     
 
       
Current liabilities
  $ 30,337  
Deferred income taxes
    11,232  
Other liabilities
    7,647  
 
     
Total liabilities assumed
    49,216  
 
     
 
       
Net assets acquired
  $ 243,595  
Cash acquired
    6,523  
 
     
Purchase price, net of cash acquired
  $ 237,072  
 
     
Of the total purchase price, $7,600 was allocated to definite-lived intangible assets acquired. The amortization related to the amortizable intangible assets is reflected as pro forma adjustments to the Unaudited Pro Forma Consolidated Statement of Operations.
The allocation of the intangible assets is as follows:
                 
            Useful lives  
    Amount     (years)  
Foundry agreement
  $ 2,300       3  
Manufacturing & process intellectual property
    5,300       6  
 
             
Total identifiable intangible assets (weighted-average)
  $ 7,600       5  
 
             

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The intangible assets acquired from Chartered Tampines will result in the following approximate annual amortization expense:
         
2008
  $ 1,753  
2009
    1,668  
2010
    1,404  
2011
    1,009  
2012
    883  
2013
    883  
 
     
Total
  $ 7,600  
 
     
Note 2. Pro Forma Adjustments
The pro forma adjustments included in the Unaudited Pro Forma Consolidated Statement of Operations are as follows:
  a)   Represents Chartered’s historical consolidated statement of operations for the year ended December 31, 2008 which includes historical statement of operations of Chartered Tampines for the period from April 1, 2008 to December 31, 2008.
 
  b)   Represents historical statement of operations of Chartered Tampines for the period from January 1, 2008 to March 31, 2008.
 
  c)   Certain reclassifications have been made to historical statements of operations of Chartered Tampines for the period from January 1, 2008 to March 31, 2008 to conform to the presentation used in the Unaudited Pro Forma Consolidated Statement of Operations. The reclassifications impact the classification of certain income and selling expenses, but have no impact on net income.
 
  d)   Adjustments made to reflect the historical financial statements of Chartered Tampines in accordance with U.S. GAAP. Prior to the acquisition by Chartered, the financial statements of Chartered Tampines were prepared in accordance with Singapore Financial Reporting Standards.
 
  e)   Adjustment to revenue to reflect the lower selling prices under the manufacturing agreement entered into with Renesas in connection with the acquisition.
 
  f)   Reversal of interest expense relating to a loan from company related to Hitachi, Ltd., that was recapitalized as shares in Chartered Tampines in connection with the acquisition.
 
  g)   Amortization charges relating to intangible assets acquired.
 
  h)   Increase in depreciation charges based on the assigned fair values of property, plant and equipment acquired.
 
  i)   Adjustment to foreign currency translation due to the change in functional currency from the Singapore Dollar to the United States Dollar.
 
  j)   Allocation of the cost variances effects arising from the above pro forma adjustments.
 
  k)   Income tax expense not recognizable post acquisition.

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Note 3. Non-recurring items
Non-recurring charges resulting from the acquisition that are not included in the Unaudited Pro Forma Consolidated Statement of Operations may include the following: planning and consulting costs related to combining the two companies and systems write-offs. At this time, Chartered is in the integration phase and, therefore, cannot reasonably assert that the above list is complete. As additional knowledge is gained about the acquired business, other integration and restructuring costs may be identified.

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EX-99.3 4 u00162exv99w3.htm EX-99.3 CONSENT OF ERNST & YOUNG LLP. EX-99.3 Consent of Ernst & Young LLP.
Exhibit 99.3
Consent of Independent Auditors
We consent to the incorporation by reference in the following Registration Statements:
  1.   Registration Statement (Form S-8 No. 333-89849) pertaining to the Chartered Semiconductor Manufacturing Ltd. Share Option Plan 1999;
 
  2.   Registration Statement (Form S-8 No. 333-63814) pertaining to the Chartered Semiconductor Manufacturing Ltd. Amended and Restated Share Option Plan 1999;
 
  3.   Registration Statement (Form S-8 No. 333-63816) pertaining to the Chartered Semiconductor Manufacturing Ltd. Employee Share Purchase Plan 2001 and Chartered Semiconductor Manufacturing Ltd Share Purchase Plan 2001 For Employees of Silicon Manufacturing Partners Pte Ltd.;
 
  4.   Registration Statement (Form S-8 No. 333-116844) pertaining to the Chartered Semiconductor Manufacturing Ltd. Employee Share Purchase Plan 2004 and Chartered Semiconductor Manufacturing Ltd Share Purchase Plan 2004 For Employees of Silicon Manufacturing Partners Pte Ltd.;
 
  5.   Registration Statement (Form S-8 No. 333-145081) pertaining to the Chartered Semiconductor Manufacturing Ltd. Restricted Share Unit Plan 2007 and Chartered Semiconductor Manufacturing Ltd. Performance Share Unit Plan 2007; and
 
  6.   Registration Statements (Form F-3 No. 333-56878 and Form F-3 No. 333-155774) and related Prospectus of Chartered Semiconductor Manufacturing Ltd. for the registration of debt securities, ordinary shares, including ordinary shares represented by American Depositary Shares, preference shares and warrants,
  of our report dated February 9, 2009, with respect to the financial statements of Chartered Semiconductor Manufacturing (Tampines) Pte. Ltd. (formerly known as Hitachi Semiconductor Singapore Pte. Ltd.) included in this report on Form 6-K of Chartered Semiconductor Manufacturing Ltd. dated February 27, 2009.
/s/ Ernst & Young LLP
Singapore
February 27, 2009

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