Siliconware Precision Industries 20F 2007 Annual report

Siliconware Precision Industries (SPILA) Inactive 20-F2007 FY Annual report (foreign)

Content analysis

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)


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


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

For the fiscal year ended December 31, 2007


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

For the transition period from to


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

Date of event requiring this shell company report

Commission file number 1-14700

(Exact Name of Registrant as Specified in Its Charter)

Siliconware Precision Industries Co., Ltd.

(Translation of Registrant’s Name Into English)

Taiwan, Republic of China

(Jurisdiction of Incorporation or Organization)

No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, ROC

(Address of Principal Executive Offices)

Eva Chen, telephone: +886 (4) 2534-1525, fax: +886 (4) 2534-6278,
No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, ROC

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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


Title of Each Class		Name of Each Exchange On Which Registered

Common Shares, par value NT$10 per share		The NASDAQ Stock Market LLC

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

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

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

As of December 31, 2007, 3,073,424,534 Common Shares were outstanding

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

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

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

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


Large accelerated filerþ		Accelerated filero		Non-accelerated filero

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

US GAAP o

International Financial Reporting Standards as issued by the International Accounting Standards Boardo

Otherþ

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 þ

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

SILICONWARE PRECISION INDUSTRIES CO., LTD.
FORM 20-F ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2007
TABLE OF CONTENTS


		Page

Forward Looking Statements in This Annual Report May Not Be Accurate			1

PART I			2

Item 1.	Identity of Directors, Senior Management and Advisers		2
Item 2.	Offer Statistics and Expected Timetable		2
Item 3.	Key Information		2
Item 4.	Information on the Company		17
Item 5.	Operating and Financial Review and Prospects		30
Item 6.	Directors, Senior Management and Employees		50
Item 7.	Major Shareholders and Related Party Transactions		55
Item 8.	Financial Information		57
Item 9.	The Offer and Listing		59
Item 10.	Additional Information		61
Item 11.	Quantitative and Qualitative Disclosures About Market Risk		73
Item 12.	Description of Securities Other Than Equity Securities		74

PART II			75

Item 13.	Defaults, Dividend Arrearages and Delinquencies		75
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		75
Item 15.	Controls and Procedures		75
Item 16A.	Audit Committee Financial Expert		76
Item 16B.	Code of Ethics		76
Item 16C.	Principal Accountant Fees and Services		76
Item 16D.	Exemptions from the Listing Standards for Audit Committees		77
Item 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers		77

PART III			78

Item 17.	Financial Statements		78
Item 18.	Financial Statements		78
Item 19.	Exhibit Index		79
EX-8.1 LIST OF SIGNIFICANT SUBSIDIARIES OF SILICONWARE PRECISION INDUSTRIES CO., LTD
EX-12.1 CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER
EX-12.2 CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER
EX-13.1 CERTIFICATION BY OUR CHIEF EXECUTIVE OFFICER
EX-13.2 CERTIFICATION BY OUR CHIEF FINANCIAL OFFICER
EX-15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Forward Looking Statements in This Annual Report May Not Be Accurate

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

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

	•		risks associated with international business activities;

	•		our dependence on key personnel;

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

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

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

	•		fluctuations in foreign currency exchange rates;

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

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

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

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Financial Data

The selected financial data shown below should be read in conjunction with “Item 5. Operating and Financial Review and Prospects,”and the financial statements and the notes to those statements included elsewhere in this annual report. The selected statement of income data for the years ended December 31, 2005, 2006 and 2007 and the selected balance sheet data as of December 31, 2006 and 2007 have been derived from our audited financial statements included elsewhere in this annual report. The selected statement of income data for the years ended December 31, 2003 and 2004 and the selected balance sheet data as of December 31, 2003, 2004 and 2005 have been derived from our audited financial statements not included in this annual report. The financial statements have been prepared and presented according to generally accepted accounting principles in the Republic of China, or ROC GAAP, which differ in many important respects from generally accepted accounting principles in the United States, or US GAAP. For a discussion of the material differences, see note 33 to our financial statements included elsewhere in this annual report. Some of our statement of income and balance sheet data items have been reconciled to US GAAP as shown below.


	Years Ended December 31,
	2003			2004			2005			2006			2007
	NT$			NT$			NT$			NT$			NT$			US$⁽⁶⁾
	(in millions, except earnings or dividends per share and per ADS data)
Income Statement Data:
ROC GAAP
Net operating revenues		27,411			35,252			43,488			57,126			66,177			2,040.6
Cost of goods sold		(23,298	)		(28,871	)		(33,960	)		(41,894	)		(46,759	)		(1,441.8	)

Gross profit		4,113			6,381			9,528			15,232			19,418			598.8

Operating expenses		(1,592	)		(2,048	)		(2,279	)		(2,989	)		(3,224	)		(99.4	)

Operating income		2,521			4,333			7,249			12,243			16,194			499.4
Equity investment income (loss)⁽¹⁾		(533	)		308			448			1,154			246			7.6
Other non-operating income⁽¹⁾		882			732			853			1,099			3,381			104.2
Other non-operating expenses		(667	)		(1,548	)		(941	)		(218	)		(193	)		(6.0	)

Income before income tax⁽¹⁾		2,203			3,825			7,609			14,278			19,628			605.2
Income tax benefit (expense)		636			457			(16	)		(949	)		(2,139	)		(65.9	)

Income from continuing operations		2,839			4,282			7,593			13,329			17,489			539.3

Cumulative effects of changes in accounting principles		—			—			651			—			—			—
Net income⁽¹⁾⁽²⁾		2,839			4,282			8,244			13,329			17,489			539.3

Earnings per share⁽³⁾
Basic		1.13			1.69			3.17			4.75			5.80			0.18
Diluted		1.04			1.32			2.98			4.47			5.77			0.18
Shares used in per share calculation (average, as adjusted)⁽²⁾
Basic		2,492			2,531			2,597			2,803			3,017			3,017
Diluted		2,797			2,975			3,026			2,991			3,039			3,039
Earnings (loss) per ADS⁽³⁾
Basic		5.65			8.45			15.85			23.75			29			0.89
Diluted		5.20			6.60			14.90			22.35			28.85			0.89
Dividends per share⁽⁴⁾		—			1.35			1.55			2.62			3.55			0.11
ADSs used in per ADS calculation (average, as adjusted)⁽³⁾
Basic		498			506			519			561			603			603
Diluted		559			595			605			598			608			608


	Years Ended December 31,
	2003		2004		2005		2006		2007
	NT$		NT$		NT$		NT$		NT$		US$⁽⁶⁾
	(in millions, except earnings or dividends per share and per ADS data)
US GAAP
Net operating revenues		27,411		35,252		43,488		57,126		66,177		2,040.6
Operating Income		2,024		3,442		6,004		10,293		12,552		387.0
Income from continuing operations		3,097		3,671		3,971		8,413		13,099		403.9
Net income		3,097		3,671		3,971		8,413		13,099		403.9
Earnings (loss) per share⁽⁵⁾
Basic		1.27		1.48		1.56		3.05		4.37		0.13
Diluted		1.20		1.14		1.55		3.04		4.36		0.13
Shares used in per share calculation (average, as adjusted)⁽⁵⁾
Basic		2,439		2,488		2,545		2,755		2,996		2,996
Diluted		2,737		2,707		2,566		2,770		3,002		3,002
Earnings (loss) per ADS
Basic		6.35		7.40		7.80		15.25		21.85		0.67
Diluted		6.00		5.70		7.75		15.20		21.80		0.67
ADSs used in per ADS calculation (average, as adjusted)⁽⁵⁾
Basic		488		498		509		551		599		599
Diluted		547		541		513		554		600		600


	Years Ended December 31,
	2003		2004		2005		2006		2007
	NT$		NT$		NT$		NT$		NT$		US$⁽⁶⁾

Other Data:
ROC GAAP
Capital expenditures		4,885		9,785		8,245		11,039		12,151		374.7
Depreciation and amortization		5,185		6,153		6,572		7,294		8,169		251.9


	As of December 31,
	2003		2004		2005		2006		2007
	NT$		NT$		NT$		NT$		NT$		US$⁽⁶⁾

Balance Sheet Data:
ROC GAAP
Cash and cash equivalents		12,203		10,922		12,341		14,731		22,625		697.7
Working capital		4,766		13,492		15,475		18,741		26,363		812.9
Total assets		54,658		58,962		67,175		78,991		85,773		2,644.8
Short-term debt and current portion of long-term debt		10,342		4,013		1,885		446		529		16.3
Long-term debt		8,813		16,639		14,644		5,801		2,996		92.4
Total liabilities		24,960		25,469		26,350		16,055		16,865		520.0
Total stockholders’ equity		29,698		33,493		40,825		62,936		68,908		2,124.8

US GAAP
Total assets		61,756		65,118		81,167		83,770		90,836		2,801.0
Total liabilities		25,419		26,020		29,776		18,911		19,140		590.2
Total stockholders’ equity		36,337		39,098		51,391		64,859		71,696		2,210.8


(1)		Prior to January 1, 2005, the ROC Securities and Futures Bureau allowed us to delay our recognition of investment income or loss in certain investee companies accounted for under the equity method until the following accounting year. As a result, in 2002, we delayed the recognition of investment loss of NT$366 million in relation to the financial results of ChipMOS Technology Inc., or ChipMOS, until 2003. In addition, in 2003 and 2004, we delayed the recognition of investment income of NT$247 million and NT$668 million, respectively, in relation to the financial results of ChipMOS, until 2004 and 2005, respectively, and recorded the above-mentioned amount of NT$668 million as cumulative effects of changes in accounting principles in 2005. From January 1, 2005, we adopted ROC Statement of Financial Accounting Standards No. 5, “Accounting for Long-term Equity Investment”, pursuant to which we ceased to defer the recognition of investment income or loss of investees accounted for under the equity method until the subsequent year, and recognized investment income or loss from all investees accounted for under the equity method based on investees’ audited financial statements for the same periods. We recognized investment income of NT$433 million and NT$1,125 million for the years ended December 31, 2005 and 2006, respectively, and NT$246 million (US$7.6 million) for the period between January 1, 2007 and March 27, 2007 from ChipMOS’s financial results. In 2005, 2006 and 2007, our investment income under US GAAP from ChipMOS were NT$469 million, NT$1,045 million and NT$253 million (US$7.8 million), respectively.


		Pursuant to a Share Purchase and Subscription Agreement entered into among us, ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda and ChipMOS, on March 27, 2007, we sold, and ChipMOS Bermuda and ChipMOS purchased, all of the common shares of ChipMOS, at par value NT$10 per share, owned by us for a total cash consideration of US$191,147,464. In addition, we subscribed for 12,174,998 newly issued common shares of ChipMOS Bermuda, at par value US$0.01 per share, for an aggregate consideration of US$76,458,987, representing a purchase price of US$6.28 per common share of ChipMOS Bermuda. Upon the completion of the transaction, we owned 14.7% of ChipMOS Bermuda. From the date of the completion of the sale and purchase, we are required under both ROC GAAP and US GAAP to recognize our ownership in ChipMOS Bermuda as available-for-sale financial assets and evaluate their fair market value on a quarterly basis (under ROC GAAP) and on an annual basis (under US GAAP) and reflect any difference in evaluation from the previous quarter as an addition in or a deduction from “unrealized gain or loss on available-for-sale financial assets”.

We also experienced a delay in recognition of investment income in Double Win Enterprise Co., Ltd., or Double Win, in 2003 and 2004 and Taiwan Hi-tech, or Taiwan Hi-Tech, in 2003, and recognized their financial results in the subsequent year. Our investment income (loss) from Double Win and Taiwan Hi-tech for the aforementioned years was not material. Under US GAAP, there is no provision that allows us to delay recognition of financial results of ChipMOS or any other investee accounted for under the equity method.


(2)		We did not have minority interest in 2003, 2004, 2005, 2006 or 2007. Therefore, no such information is presented separately in this table.

(3)		Retroactively adjusted for all subsequent stock dividends and employee share bonuses.

(4)		Adjusted to reflect 210,497,278 shares, 187,655,305 shares, 267,794,338 shares and 93,876,060 shares distributed as stock dividends and employee stock bonuses in 2004, 2005, 2006 and 2007, respectively, with respect to the earnings of 2003, 2004, 2005 and 2006. No stock dividend was declared in 2003.

(5)		Retroactively adjusted for all subsequent stock dividends only.

(6)		Amounts translated for convenience at the Federal Reserve Bank of New York noon buying exchange rate of NT$32.43 to US$1.00 on December 31, 2007.

Subsequent to the filing of our consolidated financial statements on Form 20-F for the year ended December 31, 2004, we determined that our accounting for the derivative instruments, embedded in our convertible bonds, was incorrect. The accounting for such embedded derivatives is described in note 33 to our financial statements included elsewhere in this annual report. We have corrected our US GAAP reconciliation for the years ended December 31, 2003 and 2004 accordingly.

Currency Translations and Exchange Rates

We have translated certain New Taiwan dollars, or NT dollars, amounts included in this annual report into US dollars for the convenience of the readers. The rate we used for the translations was NT$32.43 = US$1.00, which was the noon buying rate announced by the Federal Reserve Bank of New York on December 31, 2007. The translation does not mean that NT dollars could actually be converted into US dollars at that rate. The following table shows the noon buying rates for NT dollars expressed in NT dollar per US$1.00.


Year Ended December 31,	Average⁽¹⁾		High		Low		At Period-End
2001		33.91		35.13		32.23		35.00
2002		34.53		35.16		32.85		34.70
2003		34.41		34.98		33.72		33.99
2004		33.27		34.16		31.74		31.74
2005		32.16		33.77		30.65		32.80
2006		32.51		33.31		31.28		32.59
2007		32.85		33.41		32.26		32.43
October		32.55		32.61		32.39		32.39
November		32.33		32.38		32.26		32.26
December		32.41		32.53		32.30		32.43
2008
January		32.36		32.49		32.15		32.15
February		31.61		32.03		30.90		30.92
March		30.58		31.09		29.99		30.37


Year Ended December 31,	Average⁽¹⁾		High		Low		At Period-End
April		30.36		30.52		30.25		30.47


Source: Federal Reserve Statistical Release, Board of Governors of the Federal Reserve System.

(1)		Annual averages are calculated using the average of the exchange rates on the last day of each month during the period. Monthly averages are calculated using the average of the daily rates during the relevant period.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

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

Risks Relating to Our Financial Condition and Business

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

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

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

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

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

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

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

Because our manufacturing services are, and will continue to be, dependent on the requirements of semiconductor companies for independent testing and assembly services, any downturn in the highly cyclical semiconductor industry, caused by economic downturns or other reasons, may reduce demand for our manufacturing services and adversely affect our results of operations. Variations in order levels from our customers and in service fee rates may result in volatility in our net operating revenues and earnings. The markets for semiconductors are also

characterized by rapid technological change, evolving industry standards and periods of heightened competition. If demand for semiconductor capacity does not keep pace with the growth of supply, or further declines, our manufacturing services would be subject to more intense competition and our results of operations may suffer because of the resulting downward pricing pressure and capacity underutilization. Any increased competition may cause average selling prices of many of our semiconductor packages and testing services to decrease significantly, which may lead to pressure on our gross margins and negatively affect our operating results. Future downturns in the semiconductor industry may be severe. In the event of any future downturn, our average selling prices may decline without a corresponding decrease in our high fixed costs. This could lead to a decline in our gross margin, which would seriously harm our manufacturing services.

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

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

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

From 2004 to 2007, we have maintained relatively high capacity utilization rates due to relatively high demand for our manufacturing services. We cannot assure you that we will be able to achieve or sustain a high utilization rate in the future. Nor can we assure you that declines in the semiconductor industry or other factors will not harm our capacity utilization or our profitability in the future.

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

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

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

	•		install advanced equipment in anticipation of new business; and

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

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

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

We are dependent on a small group of customers for a substantial portion of our manufacturing services. In 2005, 2006 and 2007, 62.6%, 62.8% and 61.0% of our net operating revenues, respectively, were derived from sales to our top ten customers. In 2007, our largest and second largest customers accounted for 10.6% and 10.2%, respectively, of our net operating revenues. We expect that we will continue to depend on a relatively limited number of customers for a significant portion of our net operating revenues because of the concentration of demand in the semiconductor industry for our manufacturing services. Our ability to maintain close and satisfactory relationships with our customers is important to the ongoing success and profitability of our manufacturing services. Few of our customers are presently obligated to purchase packaging or testing services or to provide us with binding forecasts of product purchases for any period. If any of our significant customers reduces, delays or cancels its orders to a significant degree, our manufacturing services would be harmed because each of these customers accounts for a significant portion of our net operating revenues.

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

We have engaged in equipment and facilities expansion in recent years to upgrade our technology and equipment. Our business growth in the future will continue to require substantial capital expenditures to fund such equipment and facilities expansions. The growing demand for our manufacturing services has and will continue to require significant capital expenditures on substrate packaging technology and equipment. In making these planned capital expenditures, we may need to obtain additional capital. In addition, we may be unable to accurately estimate the timing and amount of our capital requirements, which depend on a number of factors, including demand for our manufacturing services and availability of equipment and whether or when the market will recover. In addition, we cannot assure you that additional financing will be available on satisfactory terms to us, or at all, when we require additional financing. If we are unable to obtain the necessary capital resources or financing, we will not be able to achieve our future business growth.

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

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

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

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

If demand for the services of Taiwan’s wafer foundries decreases, a significant source of our sales would decrease, which would seriously harm our business

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

If we are unable to obtain raw materials from our suppliers, our production schedules would be delayed and we may lose customers

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A substantial portion of our net operating revenues is derived from sales to customers located outside of Taiwan. In 2005, 2006 and 2007, sales to our overseas customers accounted for 62.0%, 64.1% and 64.6%, respectively, of our net operating revenues. We expect sales to customers outside of Taiwan to continue to represent a significant portion of our net operating revenues. As a result, our manufacturing services will continue to be vulnerable to disruptions in the international trading environment, including adverse changes in foreign government regulations, political unrest and international economic downturns.

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

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

Our financial statements are prepared under ROC GAAP, which differ in many respects from US GAAP. Year-to-year comparison of our financial results under ROC GAAP may significantly differ from year-to-year comparison under US GAAP. Largely as a result of the differences in accounting for employee bonuses and overseas convertible bonds, our net income in 2005, 2006 and 2007 under US GAAP was NT$3,971 million, NT$8,413 million and NT$13,099 million (US$403.9 million), respectively, as compared to net income under ROC GAAP of NT$8,244 million, NT$13,329 million and NT$17,489 million (US$539.3 million), respectively.

Under ROC GAAP, our overseas convertible bonds are recorded as a liability at an amount equal to the proceeds received. Any discount or premium to the par value of the overseas convertible bonds is amortized in the statement of operations by using the effective interest rate. No bifurcation for embedded derivatives is required for convertible bonds issued before January 1, 2006, on which the ROC SFAS No. 34 took effect. However, under US GAAP, in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, our overseas convertible bonds issued in 2002 and 2004, with the feature of the combination of mutually exclusive conversion of the debt to equity or redemption at a multiple of the bonds par value, are required to be accounted for as embedded derivative instruments. The embedded derivatives separated from the book value of bonds are measured at fair value and changes in fair value are recognized as unrealized gain (loss) in the income statement for each accounting period.

Risks Relating to Our Technologies

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

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

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

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

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

	•		the level of contaminants in the manufacturing environment;

	•		human error;

	•		equipment malfunction;

	•		incorrect process condition setting;

	•		use of defective raw materials; and

	•		inadequate sample testing.

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

We rely on technology provided by third parties

We have licensed from Freescale Semiconductor Inc., or Freescale, formerly part of Motorola, Inc., or Motorola, the technology for ball grid array for which we make royalty payments based on the number of pads or balls used in our packages. We also implement new packages by entering into technology alliances and by licensing package technologies from certain technology companies.

There can be no assurance that third parties will continue to license advanced technologies to us on terms satisfactory or acceptable to us after these licensing agreements expire, or at all. In the event that we are unable to license such advanced technologies from the third parties, we may be required to develop designed around technologies internally. There can be no assurance that we will be able to develop such technologies internally.

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

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

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

	•		pay substantial monetary damages;

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

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

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

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

On March 1, 2006, we were informed of a lawsuit brought by Tessera Inc., or Tessera, in the United States District Court for the Northern District of California against us, our subsidiary Siliconware USA, Inc., and five other semiconductor companies and their subsidiaries. Tessera alleges that some of our packaging services have infringed patents owned by Tessera and that we have breached license agreements with Tessera. In May 2007, the parties stipulated a stay pending a final determination of an investigation directed against other parties (including certain co-defendants in the lawsuit) conducted by the U.S. International Trade Commission, or the ITC. Pursuant to the stipulation, the court has stayed the litigation. In February 2007, we filed in the U.S. Patent and Trademark Office, or the PTO, requests for reexamination of five patents, four of which being asserted by Tessera against us. The PTO has

issued office actions in the reexaminations of all patents at issue. We are vigorously defending against Tessera’s allegations. For more information, see “Item 4. Information on the Company — B. Business Overview — Litigation.”

Political and Economic Risks

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

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

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

Our shares are listed on the Taiwan Stock Exchange. The trading price of our ADSs may be affected by the trading price of our shares on the Taiwan Stock Exchange. The Taiwan Stock Exchange is a smaller market and, more volatile than the securities markets in the United States and a number of European countries. The Taiwan Stock Exchange has experienced substantial fluctuations in the prices and volumes of sales of listed securities, and there are currently limits on the range of daily price movements on the Taiwan Stock Exchange. During 2007, the Taiwan Stock Exchange Index peaked at 9,809.9 on October 29, 2007, and reached a low of 7,344.6 on March 5, 2007. From January 2, 2007 to December 31, 2007, daily closing values of our shares ranged from NT$47.50 per share to NT$75.80 per share. The Taiwan Stock Exchange is particularly volatile during times of political instability, including when relations between Taiwan and the PRC are strained. Moreover, the Taiwan Stock Exchange has experienced problems including market manipulation, insider trading and settlement defaults. The recurrence of these or similar problems could decrease the market price and liquidity of our shares and ADSs.

The market price of the ADSs may also be affected by general trading activities on the U.S. stock exchanges, which have experienced significant price volatility with respect to shares of technology companies. Fluctuations in interest rates and other general economic conditions, such as recession and economic downturns caused by the sub-prime crisis, high energy costs and other concerns, in Taiwan and other countries where our products are sold may also have an effect on the market price of our ADSs. Daily closing values of our ADSs ranged from US$1.84 to US$12.54 between June 7, 2000, the date our ADSs were listed on NASDAQ National Market, or NASDAQ, and December 31, 2007. Over the same period, the NASDAQ Composite Index ranged from 1,114.11 to 5,048.62.

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

More than half of our net operating revenues are denominated in currencies other than NT dollars, primarily US dollars. On the other hand, more than half of our costs of direct labor, raw materials and overhead are incurred in NT dollars. We are affected by fluctuations in exchange rates among the US dollar, the Japanese Yen, the NT dollar and other currencies. Any significant fluctuation in exchange rates may be harmful to our financial condition. In addition, fluctuations in the exchange rate between the US dollar and the NT dollar will affect the US dollar value of

the ADSs and the US dollar value of any cash dividends we pay, which could have a corresponding effect on the market price of the ADSs.

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

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

Our future tax obligations may adversely affect our profitability

According to the newly implemented Alternative Minimum Tax, or AMT, Act effective from January 1, 2006, a company is subject to a 10% AMT if its annual income exceeds NT$2 million, and an individual will be subject to a 20% AMT if his/her annual income exceeds NT$6 million. The imposition of the AMT is designed to remedy the current excessive tax incentives for individuals and businesses. For businesses, the incomes which previously enjoyed tax-exemption privileges under relevant tax regulations, such as the Statute for Upgrading Industries will be subject to the new AMT system for the calculation of business taxpayers’ aggregate incomes. The AMT Act also provides that businesses already qualified for five-year tax exemption before December 31, 2005 may continue to enjoy tax incentives and not to be subject to the AMT, so long as the construction of their investment projects breaks ground within one year and is completed within three years of the implementation of the AMT Act. We have evaluated our 2007 regular income tax, which is lower than the AMT and concluded that the imposition of the AMT increased our current tax payable by NT$35.0 million (US$1.1 million) without any increase in our income tax expense for the year ended December 31, 2007.

Risks Relating to the PRC

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

Some of our customers and foreign competitors have expanded their operations to the PRC. In order to remain competitive and to position ourselves to gain market share, we established a subsidiary named Siliconware Technology (Suzhou) Limited, or Siliconware Suzhou, in 2002, which currently is engaged in the assembling and testing of semiconductors of wire bonding based types DRAM modules, flash memory cards, transistors and other electronic components.

Prior to 1978, the PRC operated under a central economic planning system. All production and economic activities in the country were governed by the economic goals set out in the five-year plans and annual plans adopted by central authorities. Since 1978, the PRC government has permitted foreign investment and implemented economic reforms, gradually changing from a planned economy to a market-oriented economy. However, many of the reforms and economic policies adopted or to be adopted by the PRC government are unprecedented or experimental in nature and may have unforeseen results, which may have an adverse effect on enterprises with substantial business in the PRC, including us.

Since 1979, many laws and regulations dealing with general economic matters or particular economic activities have been promulgated in the PRC. However, enforcement of existing laws and regulations may be uncertain and sporadic and implementation and interpretation thereof may be inconsistent. The PRC judiciary is relatively inexperienced and underdeveloped in enforcing the laws and regulations that currently exist, leading to a degree of uncertainty as to the outcome of any litigation. Further, it may be difficult to obtain swift and equitable enforcement or to obtain enforcement of a judgment by a court of another jurisdiction. The PRC’s legal system is

based on written statutes and, therefore, decided legal cases do not have binding legal effect, although they are often followed by judges as guidance. The introduction of new PRC laws and regulations and the interpretation of existing laws and regulations may be subject to policy changes reflecting domestic political or social changes. As the PRC legal system develops, there can be no assurance that changes in such legislation or interpretation thereof would not have a material adverse effect on our business, financial condition, results of our operations and future prospects.

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

Prior to January 1, 2008, the basic income tax rate for foreign-invested enterprises in the PRC was 33% (30% enterprise income tax and 3% local income tax). However, the PRC government provided various incentives, including reduced tax rates and other measures, to foreign-invested enterprises and companies that meet certain criteria. Our subsidiary Siliconware Suzhou was qualified for the favorable tax treatment and was entitled to a preferential enterprise income tax rate of 15%. In addition, Siliconware Suzhou is a foreign-invested manufacturing enterprise with an approved term of more than ten years. Thus, Siliconware Suzhou is entitled to a two-year exemption from the enterprise income tax from the first profitable year of operation, and a 50% relief from the enterprise income tax for the subsequent three years. The first profitable year of operation for Siliconware Suzhou was in 2007.

Under the PRC Enterprise Income Tax Law, or the EIT Law, which took effect on January 1, 2008, the PRC adopted a uniform income tax rate of 25% for all enterprises in China (including foreign-invested enterprises) and revoked many of the current tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. However, a transition period for enterprises, whether foreign-invested or domestic, that were subject to an enterprise income tax rate lower than 25% prior to the effective date allows these enterprises to continue enjoying the lower rate and gradually transit to the new tax rate within five years after the effective date of the EIT Law. Enterprises that are currently entitled to exemptions or reductions from the standard income tax rate for a fixed term may continue to enjoy such treatment until the fixed term expires. However, for foreign-invested enterprises which are currently entitled to the two-year exemption and the subsequent three-year 50% relief from enterprise income tax but have yet not experienced the first profitable year, the two-year exemption begins from January 1, 2008, regardless of whether such enterprise is profitable at that time. Preferential tax treatments will continue to be granted to enterprises classified as “new and high technology enterprises strongly supported by the state”, which will be entitled to a 15% enterprise income tax rate. Any reduction or elimination of these preferential tax benefits may have an adverse effect on our results of operations.

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

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

The exchange rate between the Renminbi and the U.S. dollar and other foreign currencies is affected by, among other things, changes in China’s political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Reminbi is permitted to fluctuate within a narrow and managed band against a basket of foreign currencies. This change in policy has resulted in an approximately 15.6% appreciation of Reminbi against the U.S. dollar between July 21, 2005 and April 30, 2008. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant appreciation of Renminbi against the U.S. dollar. Any increase in the value of the Renminbi might adversely affect the growth of the Chinese economy, increase our operating expenses as well as the competitiveness of various industries in China, including our industry, which could in turn affect our financial condition and results of operations.

Risks Related to Ownership of Our Shares or ADSs

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

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

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

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

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

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

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

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

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

Furthermore, if holders of at least 51% of the ADSs outstanding at the relevant record date instruct the depositary to vote in the same manner regarding a resolution, including election of directors and/or supervisors, the depositary will appoint our Chairman, or his designee, to represent the ADS holders at the shareholders’ meetings and to vote the shares represented by the ADSs outstanding in the manner so instructed. If by the relevant record date the depositary has not received instructions from holders of ADSs holding at least 51% of the ADSs to vote in the same

manner for any resolution, then the holders will be deemed to have instructed the depositary to authorize and appoint our Chairman, or his designee, to vote all the shares represented by ADSs at his sole discretion, which may not be in your interest.

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

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

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

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

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

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

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

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

	•		the court rendering the judgment does not have jurisdiction over the subject matter according to ROC law;

	•		the judgment or the court procedures resulting in the judgment is contrary to the public order or good morals of the ROC;

	•		the judgment was rendered by default, except where the summons or order necessary for the commencement of the action was duly served on us within the jurisdiction of the court rendering the

judgment within a reasonable period of time and in accordance with the laws and regulations of such jurisdiction, or with judicial assistance of the ROC; or

•

judgments of ROC courts are not recognized and enforceable in the jurisdiction of the court rendering the judgment on a reciprocal basis.

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

Based upon the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company, or PFIC, for 2007, and do not expect to become one in the future, although there can be no assurance in this regard. If, however, we were or were to become a PFIC, such characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, our U.S. investors will become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for U.S. tax purposes if either: (i) 75% or more of our gross income in a taxable year is passive income, or (ii) the average percentage of our assets by value in a taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. The calculation of the value of our assets will be based, in part, on the quarterly market value of our shares, which is subject to change. We cannot assure you that we will not be a PFIC for 2008 or any future taxable year. See “Taxation — U.S. Federal Income Tax Considerations for U.S. Persons — Passive Foreign Investment Company.”

Item 4. Information on the Company

History and Development of the Company

Our legal and commercial name is Siliconware Precision Industries Co., Ltd. We were incorporated under the ROC Company Act as a company limited by shares on May 17, 1984 and our shares were listed on the Taiwan Stock Exchange in 1993. On June 7, 2000, we issued 30,000,000 ADSs, each representing five shares. Our ADSs have been listed on the NASDAQ National Market under the symbol “SPIL” since June 2, 2000. Our principal executive offices are located at No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, Republic of China, and our telephone number is 886-4-2534-1525. Our Internet website address iswww.spil.com.tw.

Our headquarters are located in Taichung, Taiwan and our packaging and testing facilities are primarily located in Taichung, Hsinchu and Changhua, Taiwan, where we had 4,653 wire bonders and 338 testers as of December 31, 2007. In addition, we have 427 wire bonders and 22 testers in our Suzhou facility in the PRC. Taiwan is home to the world’s largest independent wafer foundries and as such is home to one of the world’s leading suppliers of outsourcing semiconductor manufacturing. Our close proximity to and relationships with Taiwan’s leading wafer foundries allow us to benefit significantly from the trend towards outsourcing in the semiconductor industry and to quickly respond to our customers’ needs. Our location in Taiwan also enables our customers to secure seamless services within Taiwan for all of their manufacturing needs, thereby minimizing the time required to deliver finished semiconductor devices to the market. We have completed partial construction of our Changhua facility and began utilization in September 2007. Any further construction plan of this facility will depend on our customer demand in the future.

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

Business Overview

Our Business

We are one of the world’s leading independent providers of semiconductor packaging and testing services. We offer a full range of both standard and customized packaging and testing solutions, including advanced substrate

packages such as the flip-chip ball grid array and lead-frame packages, as well as testing for logic, mixed signal and embedded memory devices. We also offer our customers turnkey solutions from packaging and testing to direct shipment of semiconductor devices to the destinations designated by our customers.

We provide packaging and testing services to more than 100 customers worldwide. For 2007, our top customers included the following leading semiconductor suppliers: Advanced Micro Devices Inc., Broadcom Corporation, Intel Corporation, MediaTek Inc., Marvell Semiconductor Inc., NVIDIA Corp., Powerchip Semiconductor Corp., SanDisk Corporation, Trident Technologies Inc. and Xilinx, Inc. We currently target customers in the personal computer, communications, consumer ICs and non-commodity memory semiconductor markets. We strive to provide the highest level of customer service to meet and anticipate our customers’ current and future requirements.

The manufacturing services we offer are customized to the needs of our individual customers. In 2007, 87% of our net operating revenues were from packaging services and 13% of our net operating revenues were from testing and other services. Our revenues are presented to conform to our industry’s current common classification. The following table shows, for the periods indicated, the amount of our packaging and testing revenues by categories of manufacturing services and the revenues from the manufacturing services we provide as a percentage of our total net operating revenues:


	Years Ended December 31,
	2005				2006				2007
	NT$		%		NT$		%		NT$		%
	(audited) (consolidated)
	(in millions, except percentages)
Substrate base packages		21,983		50.6		29,458		51.6		32,180		48.6
Lead-frame base packages		13,838		31.8		16,055		28.1		19,601		29.6
Other packages		2,135		4.9		3,800		6.7		5,795		8.8
Total packaging revenues		37,956		87.3		49,313		86.4		57,576		87.0
Testing and other revenues		5,532		12.7		7,813		13.6		8,601		13.0
Total net operating revenues		43,488		100.0		57,126		100.0		66,177		100.0

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

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

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

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

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

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

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

Our Packaging Services

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

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

	•		the size of the package;

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

	•		the thermal and electrical requirements of the package.

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

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

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

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

Substrate Packages

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

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

	•		smaller size;

	•		greater pin count;

	•		greater reliability;

	•		better electrical signal integrity; and

	•		easier attachment to a printed circuit board.

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

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

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

Lead-Frame Packages

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

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

Testing and Other Services

Semiconductor testing measures and ensures the performance, functionality and reliability of a packaged semiconductor device. Testing semiconductor devices requires significant technical expertise and knowledge of the

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

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

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

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

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

Customers

We currently have more than 100 customers worldwide, and our customers include many of the largest semiconductor companies in the world. In 2005, 2006 and 2007, 42.3%, 40.4% and 41.5% of our net operating revenues were derived from sales to our top five customers, respectively, and 62.6%, 62.8% and 61.0% of our net operating revenues were derived from sales to our top ten customers, respectively. In 2007, our top two customers provided approximately 10.6% and 10.2%, respectively, of our net operating revenues. Our representative customers as of December 31, 2007 include Advanced Micro Devices Inc., Broadcom Corporation, Intel Corporation, MediaTek, Marvell Semiconductor Inc., NVIDIA Corp., Powerchip Semiconductor Corp., SanDisk Corporation, Trident Technologies Inc. and Xilinx, Inc.

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

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


	Years Ended December 31,
	2005				2006				2007
	NT$		%		NT$		%		NT$		%
	(audited) (consolidated)
	(in millions, except percentages)

U.S. and Canada		24,349		56.0		34,045		59.6		37,842		57.2
Taiwan		16,544		38.0		20,500		35.9		23,462		35.4
Others⁽¹⁾		2,595		6.0		2,581		4.5		4,873		7.4
Total		43,488		100.0		57,126		100.0		66,177		100.0


(1)		Includes primarily Japan, Germany and Korea.

Sales from outside of Taiwan accounted for 62.0%, 64.1% and 64.6% of our net operating revenues in 2005, 2006 and 2007, respectively. We primarily target U.S. and Canadian semiconductor companies that contract their wafer foundry services to major independent ROC foundries. Our U.S. and Canadian customers, including AMD and NVIDIA Corp., are world-leading suppliers of graphic chipsets. Our U.S. customers mainly require quad flat packages and substrate packages. We also focus on marketing our packaging and testing services in Japan and Europe and expect sales to these two areas to increase in the near future.

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

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

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

Sales and Marketing

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

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

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

Quality Control

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

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

As a result of our ongoing focus on quality, we achieved average quarterly packaging yields of 99.8% for lead frame base, substrate base, flip-chip and wafer bumping in 2007. Packaging yield, which is the industry standard for measuring production yield, is equal to the number of IC packages that are shipped for packaging divided by the number of individual ICs that are attached to substrates or lead-frames.

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

Research and Development

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

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

	•		increasing input/output density of semiconductor device packages;

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

	•		reduction of spacing between leads;

	•		reduction of the height of gold wire used in the wire bonding process;

	•		increasing packaging yields;

	•		shortening cycle times; and

	•		investigating the use of new or replacement raw materials.

We believe that technology development is one of the key success factors in the semiconductor packaging and testing industry. We work with our customers, equipment manufacturers or materials suppliers to develop advanced processing capabilities. We are also developing a Fan-Out Wafer-Level-CSP technology for advanced RF modules. Moreover, we work with customers early in the process of wafer design to ensure that their packaging needs are met and that our packaging services provide our customers with the flexibility they require. Our research and development personnel are divided among our design department, characterization department and manufacturing technology development department. In addition, our quality assurance and manufacturing personnel also participate in research and development activities. In 2005, 2006 and 2007, our research and development expenses amounted to NT$858 million, NT$1,194 million and NT$1,288 million (US$39.7 million), respectively.

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

Supplies

Raw Materials

Our packaging operations require adequate supplies of materials and equipment on a timely basis. The principal raw materials used in packaging are substrates, lead-frames, gold wire and molding compound. We purchase materials based on customer forecasts and our customers are generally responsible for any unused materials in excess of the quantity that they indicated they would need.

Our major suppliers of raw materials, including Chang Wah Electromaterials Inc., Chroma New Material Corp., Kinsus Interconnect Technology Corp., Phoenix Precision Technology Corp., Sumitomo Metal Mining Asia Pacific Pte Ltd., and Sumitomo Bakelite (Taiwan) Co., Ltd. are leading companies in the types of materials they supply. We work closely with them and provide them with rolling forecasts. For 2005, 2006 and 2007, our raw material costs were 56.0%, 56.2% and 57.1%, respectively, of cost of goods sold.

We do not maintain large inventories of raw materials; we usually only maintain enough for one month’s production based upon regular estimates of orders from customers. Our principal suppliers usually dedicate portions of their inventories as reserves to meet our production requirements. Nevertheless, on occasion when customer orders have exceeded the supply of raw materials, we have typically been able to obtain extensions from our customers to allow sufficient supply to become available. Such arrangements help us remain cost competitive in today’s market. In the past, prices of our principal raw materials have not been volatile.

Equipment

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

PTE LTD. and TOWA Corporation. As of December 31, 2007, we operated 4,653 wire bonders and 338 testers in Taiwan. In addition, we have 427 wire bonders and 22 testers in our Suzhou facility in the PRC. We must order equipment in advance of customer demand to expand our capacity, based on our expectation of future demand for our packaging and testing services.

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

Competition

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

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

	•		the breadth of package and test offerings;

	•		technical competence;

	•		manufacturing yields;

	•		manufacturing cycle times;

	•		customer service; and

	•		price.

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

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

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

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

Strategic Investments

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

	•		Phoenix Precision Technology Corporation. As of December 31, 2007, we held, directly and indirectly, a 16.9% equity interest in Phoenix Precision, a supplier of semiconductor raw materials, including substrates. Mr. Bough Lin, our Chairman, Mr. Yen-Chun Chang, one of our directors, and Ms. Teresa Wang, one of our supervisors, are directors of Phoenix Precision. Ms. Teresa Wang is also the Chief Financial Officer of Phoenix Precision. Jerome Tsai, one of our directors, is supervisor of Phoenix Precision. Mr. Wen-Lung Cheng, one of our supervisors, is supervisor of Phoenix Precision.

	•		ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda. As of December 31, 2007, we held a 14.5% equity interest in ChipMOS Bermuda, a semiconductor packaging and testing and LCD driver and IC manufacturing company. Mr. Jerome Tsai, one of our directors, is a director of ChipMOS Bermuda.

Intellectual Property

As of December 31, 2007, we held 468 Taiwan patents, 288 U.S. patents and 69 PRC patents related to various semiconductor packaging technologies, including patents for improvements of thermal and electrical performance used in the semiconductor packaging process. As of December 31, 2007, we also had a total of 73 pending patent applications in the United States, 131 in Taiwan and 141 in the PRC. In addition, we had registered “SPIL” as a trademark and as a servicemark in Taiwan.

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

	•		Wafer Bumping and Redistribution technology, which enables us to form and/or redistribute bumps on the chip to make a silicon die, is able to be directly attached to the substrate using the aforementioned bumps rather than wire bonding. This license will expire in November 2014.

	•		Wafer Level CSP technology, which enables us to produce a chip scale package at the stage of wafer level. This license will expire in January 2011.

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

	•		TCC technology which enables us to produce micro ball grid array. This license will terminate at the expiration of the patent.

	•		Electrical enhanced-PBGA technology which enables us to produce high electrical performance packages by consolidated power ring and ground ring. This license will terminate at the expiration of the patent.

Our ongoing royalty expenses to license intellectual property were immaterial compared to our revenues in any of 2005, 2006 and 2007.

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

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

•

discontinue the use of disputed process technologies;

	•		pay substantial damages;

	•		develop non-infringing technologies; or

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

Environmental Matters

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

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

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

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

Insurance

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

Employees

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

Capital Expenditures and Divestitures

Our capital expenditures amounted to NT$8,245 million, NT$11,039 million and NT$12,151 million (US$374.7 million) in 2005, 2006 and 2007, respectively. Our initial budget for capital expenditures for 2008 is approximately NT$12,000 million (US$370.0 million), which is funded from our retained earnings and primarily used for equipment purchases and building improvements. We may adjust the amount of our capital expenditures upward or downward based on the progress of our capital projects, market conditions and our anticipation of future business outlook. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

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


	Year Ended December 31,
	2005		2006		2007
	NT$		NT$		NT$		US$
	(in millions)
Equipment purchases		7,673		9,094		10,420		321.3
Land and building construction and purchases		572		1,945		1,731		53.4

Litigation

On March 1, 2006, we were informed of a lawsuit brought by Tessera in the United States District Court for the Northern District of California against us, our subsidiary Siliconware USA, Inc., and five other semiconductor companies and their subsidiaries. Tessera alleged that some of our packaging services have infringed patents owned by Tessera and that we breached a license agreement with Tessera. In May 2007, the parties stipulated to a stay pending a final determination of an investigation directed against other parties (including certain co-defendants in the lawsuit) conducted by the ITC. Pursuant to the stipulation, the court stayed the litigation.

Beginning in February 2007, we filed in the U.S. PTO requests for reexamination of five Tessera’s patents, four of which Tessera had asserted against us. The PTO has issued either office actions or action closing prosecution favorable for us in all of the reexaminations.

On September 12, 2007, we, along with Siliconware USA, Inc. and three other co-defendants (and their subsidiaries) in the lawsuit, moved for a temporary restraining order, or the TRO, and a preliminary injunction prohibiting Tessera from initiating any action before the ITC against us for infringement of patents subject to the license agreements. On November 1, 2007, the court barred Tessera from initiating an action against us, Siliconware USA, or our three co-defendants before the ITC or outside of California alleging infringement of patents subject to licenses with Tessera until Tessera demonstrates that the packages accused of infringement are not under licenses. On January 11, 2008, Tessera served a draft ITC complaint on us alleging infringement of Tessera’s ‘977, ‘326, and ‘419 patents. On February 19, 2008, the court ruled that Tessera had demonstrated that laminate substrate packages are not under the license between us and Tessera. Tessera has not formally served its ITC complaint on us.

Because litigation is inherently unpredictable, we are unable to predict the results or outcome of any dispute. Currently, we are unable to assess the potential liabilities arising out of Tessera’s claims due to the fact that information provided with regard to the infringement scope is insufficient.

C. Organizational Structure

The following table sets forth certain information as of December 31, 2007 regarding certain companies in which we consolidated and the principal business of each such entity.

Total Paid-in

Capital of Such

Direct/Indirect

Company

Main Activities

Location

Entity

Equity Interest

(in millions)

SPIL (B.V.I.) Holding Limited

Investment activities

British Virgin Islands

US$

77.8

⁽¹⁾

100.0

Siliconware Investment Company Ltd.

Investment activities

Hsinchu, Taiwan

NT$

1,770.0

⁽²⁾

100.0

Siliconware U.S.A. Inc.

Communicating and maintaining relationships with companies headquartered in the North America

San Jose, CA, USA

US$

1.3

⁽¹⁾

100.0

SPIL (Cayman) Holding Limited

Investment activities

Cayman Islands

US$

70.1

⁽¹⁾

100.0

Siliconware Technology (Suzhou) Limited

Manufacturing and processing of module assembly and testing, flash memory card and related products ; assembly and testing of integrated circuits

Suzhou, Jiangsu, China

US$

70.0

⁽²⁾

100.0


(1)		Aggregate par value of all issued shares.

(2)		Contributed capital.

The following table sets forth certain information regarding our investees as of December 31, 2007.

Total Paid-in

Capital of Such

Direct/Indirect

Company

Main Activities

Location

Entity

Equity Interest

(in millions)

ChipMOS Technologies (Bermuda) Inc.

Investment activities

Hsinchu, Taiwan

US$

0.838

⁽¹⁾

14.5

Double Win Enterprise Co., Ltd

SMT process and hand insert

Taoyuan, Taiwan

NT$

280

⁽¹⁾

24.1

Phoenix Precision Technology Corp

Researching, developing, manufacturing and selling ball grid array substrate

Hsinchu, Taiwan

NT$

6,848

⁽¹⁾

16.1

Hsieh Yong Capital Co., Ltd.

Investment activities

Taipei, Taiwan

NT$

6,600

⁽¹⁾

7.6

Mega Mission Limited Partnership

Investment activities

Cayman Islands

US$

150

⁽²⁾

4.0


(1)		Aggregate par value of all issued shares.

(2)		Contributed capital.

Property, Plants and Equipment

We provide packaging services through our four facilities in Taichung, Hsinchu, Changhua,Taiwan and Suzhou, China. The following table shows the location, size and wire bonding or testing capacity of each of our facilities and the property on which each facility is located as of December 31, 2007.

Wire Bonding or

Facility

Location of Facility

Size of Facility

Size of Land⁽¹⁾

Testing Capacity

(square meters)

Facility I

Taichung, Taiwan

81,000

26,000

1,920 wire bonders

Facility II

Taichung, Taiwan

141,000

47,000

1,930 wire bonders and 157 testers

Facility III

Hsinchu, Taiwan

33,000

14,000

181 testers

Facility IV

Changhua, Taiwan

58,000

42,000

803 wire bonders

Facility V

Suzhou, China

74,000

148,500

427 wire bonders and 22 testers


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

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

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

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

Operating Results

Overview

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

We recorded operating income of NT$7,249 million, NT$12,243 million and NT$16,194 million (US$499.4 million) in 2005, 2006 and 2007, respectively. Increases in our operating income were also attributable to increases in our offering more advanced packaging services and testing of high-performance semiconductor products.

Intense competition in the semiconductor industry worldwide resulted in decreases in the average selling prices of our manufacturing services. We expect that average selling prices for most of our semiconductor packages to continue to decline in the future. A decline in average selling prices of our semiconductor packages, coupled with high

depreciation cost resulting from our purchase of additional equipment during the previous periods, if not offset by reductions in the other cost of producing those packages, would decrease our gross margins.

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

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

	•		find alternative, less expensive sources of raw materials;

	•		maximize production efficiency of our employees; and

	•		engage in utility conservation programs.

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

Consolidation

Under ROC GAAP prior to January 1, 2005, we were required to include in our consolidated financial statements direct and indirect subsidiaries with total assets or total operating revenues that individually comprised at least 10% of our total assets or total operating revenues. For subsidiaries that did not individually exceed such threshold, we calculated whether the aggregate of either the total assets or total operating revenues of such subsidiaries exceeded 30% of our respective non-consolidated amounts. Each of such subsidiaries was required to be consolidated only if its total assets or total operating revenues constituted at least 3% of our non-consolidated total assets or total operating revenues, respectively. However, the adoption of the amended ROC GAAP Statement of Financial Accounting Standards, or ROC SFAS No. 7, “Consolidation Financial Statements” effective January 1, 2005 has expanded the scope of consolidation to include all investees that are not majority-owned, but over which we can exercise significant control. For each of 2005, 2006 and 2007, we consolidated five subsidiaries: Siliconware Investment Company Ltd., SPIL (B.V.I.) Holding Limited, Siliconware U.S.A. Inc., SPIL (Cayman) Holding Limited and Siliconware Technology (Suzhou) Limited, each in which we own a 100% equity interest.

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

Delay in Recognition of Investment Income in Certain Investee Companies Accounted for Under Equity Method

ChipMOS

As of March 27, 2007, we owned a 28.8% equity interest in ChipMOS, a semiconductor packaging and testing and LCD driver and IC manufacturing company located in Hsinchu, Taiwan. Prior to January 1, 2005, the ROC Securities and Futures Bureau allowed us to delay our recognition of investment income or loss in certain investee companies accounted for under the equity method until the following accounting year. As a result, in 2004, we delayed the recognition of investment income of NT$668 million in relation to the financial results of ChipMOS, until 2005 and recorded the above-mentioned amount of NT$668 million as cumulative effects of changes in accounting principles for 2005. From January 1, 2005, we adopted ROC Statement of Financial Accounting Standards No. 5, “Accounting for Long-term Equity Investment”, pursuant to which we ceased to defer the recognition of investment income or loss of investees accounted for under the equity method until the subsequent year, and recognized investment income or loss from all investees accounted for under the equity method based on investees’ audited financial statements for the same periods. We recognized investment income of NT$433 million and NT$1,125 million for the years ended December 31, 2005 and 2006, respectively, and NT$246 million (US$7.6 million) for the period between January 1, 2007 and March 27, 2007 from ChipMOS’s financial results. In 2005, 2006 and 2007, our investment income under US GAAP from ChipMOS were NT$469 million, NT$1,045 million and NT$253 million (US$7.8 million), respectively. As a result, our financial results under US GAAP would not provide meaningful

year-to-year comparison to our financial results under ROC GAAP. Under US GAAP, there is no provision that allows us to delay recognition of financial results of ChipMOS or any other investee accounted for under the equity method prior to January 1, 2005.

Pursuant to a Share Purchase and Subscription Agreement entered into among us, ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda and ChipMOS, on March 27, 2007, we sold, and ChipMOS Bermuda and ChipMOS purchased, all of the common shares of ChipMOS, at par value NT$10 per share, owned by us for a total cash consideration of US$191,147,464. In addition, we subscribed for 12,174,998 newly issued common shares of ChipMOS Bermuda, at par value US$0.01 per share, for an aggregate consideration of US$76,458,987, representing a purchase price of US$6.28 per common share of ChipMOS Bermuda. Upon the completion of the sale and purchase, we owned 14.7% of ChipMOS Bermuda. As of December 31, 2007, we held a 14.5% ownership in ChipMOS Bermuda.

Double Win

Prior to January 1, 2005, recognition of our investment income (loss) in Double Win was recorded in the subsequent year on a delayed basis. The deferred recognition of the investment loss of NT$17 million from Double Win’s 2004 financial results was added to the cumulative effects of changes in accounting principles in 2005. No recognition of investment income (loss) in Double Win was recorded in 2006 and 2007.

Change in Mix of Services

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

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


	Years Ended December 31,
	2005				2006				2007
	NT$		%		NT$		%		NT$		%
	(audited) (consolidated)
	(in millions, except percentages)
Substrate base packages		21,983		50.6		29,458		51.6		32,180		48.6
Lead-frame base packages		13,838		31.8		16,055		28.1		19,601		29.6
Other packages		2,135		4.9		3,800		6.7		5,795		8.8
Total packaging revenues		37,956		87.3		49,313		86.4		57,576		87.0
Testing and other revenues		5,532		12.7		7,813		13.6		8,601		13.0
Total net operating revenues		43,488		100.0		57,126		100.0		66,177		100.0

Expansion and Utilization Rate

As we continue to expand our capacity in order to meet increasing demand from our customers, the number of our wire bonders and testers increased to 3,961 and 273, respectively, as of December 31, 2005, 4,249 and 317, respectively, as of December 31, 2006 and 5,080 and 360, respectively, as of December 31, 2007.

Our operating results are affected by relatively high fixed costs. As a result, capacity utilization rates can significantly affect margins as the unit cost of packaging and testing services generally decreases as fixed charges, including depreciation expenses on our equipment, are allocated over a larger number of units. Our utilization rates have varied from period to period as we have expanded our production capacity. We have been successful in minimizing the industry-wide fluctuation in capacity utilization rates by deploying flexible packaging equipment for use in the production of different packages and by utilizing our test equipment also for probing purposes. Our ability to

maintain or enhance our margins will continue to depend in part on our ability to effectively manage capacity utilization rates. The capacity utilization of our facilities was 94%, 87% and 90% in 2005, 2006 and 2007, respectively.

Applications of Critical Accounting Policies

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

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

Revenue Recognition

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

Accounts Receivable and Allowances for Doubtful Accounts

We record accounts receivable expected to be collected over one year at present value by using predetermined interest rate whereas recording those expected to be collected within one year at present value due to the fact that the difference between the maturity value and the fair value discounted by implicit interest rate is immaterial and the frequency of transactions is high. The allowance for doubtful accounts is estimated based on the evaluation of collectibility and aging analysis.

Inventory Reserves

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

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

Impairment of Long-Lived Assets

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

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

In 2005, 2006 and 2007, we recognized an impairment charge of NT$69 million, NT$28 million and NT$49 million (US$1.5 million), respectively, for packaging and testing assets to be disposed of to reduce the carrying value of the assets to their estimated fair value less cost of sale. The fair value of the assets to be disposed of was determined by the estimated net realizable value of the assets. We determined the estimated net realizable value of these assets based on the condition and anticipated future cash flows of these assets. The impairment charge was mainly related to our decision to dispose certain machinery and equipment due to technology phase out and replacement in 2005, 2006 and 2007.

Impairment of Equity Investments

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

Provision for Income Taxes and Deferred Tax Asset Valuation Allowances

As of December 31, 2007, we had approximately NT$1,796 million (US$55.4 million) of net deferred tax assets related principally to investment tax credits that expire at various dates through 2011, the unrealized loss on idle assets and loss carryforwards. Valuation allowance was provided to reduce the deferred tax assets to the amount that we believe is more likely than not to be realized. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowances. In the event we determined that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to our deferred tax assets would increase income in the period such determination was made. Similarly, should we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment of our deferred tax assets would be charged to income in the period such determination was made.

Employee Bonuses

Some of our employees are entitled to bonuses in accordance with applicable provisions of our articles of incorporation. Employee bonuses are determined at 10% of distributable retained earnings. Distributable retained earnings are calculated as retained earnings after various reserves are made in accordance with ROC law and our articles of incorporation and after appropriation for remuneration to directors are made. Employee bonuses may be granted in cash, shares or a combination of both. Under ROC GAAP, such bonuses are appropriated from retained earnings during the accounting period during which such shareholders’ approval is obtained. If such employee bonuses are settled through the issuance of our shares, the amount charged against retained earnings would be based on the par value of the common shares issued. Under US GAAP, the employee bonus expense is initially accrued at the end of the period when services are rendered, at 10% of the distributable retained earnings. When bonuses are

approved by the shareholders in the subsequent year, an additional compensation expense is recorded for the difference between the par value and the fair market value of shares granted to employees.

Goodwill

Goodwill arising from business combination is recognized under US GAAP as the difference between the fair market value of shares issued and the fair market value of net assets acquired. Effective January 1, 2002, SFAS No. 142 requires that we cease amortization of goodwill and perform an impairment review, at the “reporting unit” level, upon adoption and at least annually thereafter. Since we operate on an integrated basis, we have only one reporting unit. Based on the comparison of the fair value and carrying value of our company, we concluded that goodwill was not impaired as of the adoption of SFAS No. 142 and as of December 31, 2007.

Embedded Derivatives

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

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

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

As of December 31, 2005, 2006 and 2007, the total amount of net loss recognized from applying derivative accounting amounting to NT$2,423 million, NT$2,987 million and NT$1,181 million (US$36.4 million), respectively, based on the independent appraisal report.

Description of Revenue and Cost Items

Net Operating Revenues

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

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

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

We also generate net operating revenues from the provision of semiconductor turnkey services, which include packaging, testing and drop-shipment services.

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

Cost of Goods Sold

Our cost of goods sold consists principally of:

	•		cost of raw materials purchased for semiconductor packaging services;

	•		direct labor costs; and

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

For 2005, 2006 and 2007, our raw material costs were 56.0%, 56.2% and 57.1%, respectively, of our cost of goods sold. Due to our capacity expansion, depreciation expense has increased significantly. For 2005, 2006 and 2007, depreciation, included in overhead, amounted to NT$5,680 million, NT$6,348 million and NT$7,371 million (US$227.3 million), respectively, and was approximately 16.7%, 15.1% and 15.8%, respectively, of our cost of goods sold. The increases in depreciation expenses in 2005, 2006 and 2007 were the result of putting into operation additional 962, 310 and 1,050 wire bonders during 2005, 2006 and 2007, respectively. Increasing depreciation expense increases our cost of goods sold and decreases our gross profit and gross margin. Although we may not expand our packaging capacity as aggressively as we did before the recent downturn in the semiconductor industry, we expect our depreciation costs to increase in absolute terms in the future.

Operating Expenses

Our operating expenses consist of the following:

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

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

Results of Operations

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


	Years Ended December 31,
	2005		2006		2007
	%		%		%
	(audited) (consolidated)
Net operating revenues		100.0		100.0		100.0
Cost of goods sold		78.1		73.3		70.7

Gross profit		21.9		26.7		29.3

Operating expenses:
Selling expenses		1.3		1.3		0.7
General and administrative expenses		1.9		1.8		2.2
Research and development expenses		2.0		2.1		1.9


	Years Ended December 31,
	2005			2006			2007
	%			%			%
	(audited) (consolidated)
Operating expenses		5.2			5.2			4.8

Operating income		16.7			21.5			24.5

Investment income		1.0			2.0			0.4
Net non-operating income (loss)		(0.2	)		1.5			4.8

Income before income tax and minority interest		17.5			25.0			29.7
Income tax expense		—			(1.7	)		(3.3	)

Income from continuing operations		17.5			23.3			26.4

Cumulative effects of changes in accounting principle		1.5			—			—
Net income		19.0			23.3			26.4

2007 Compared to 2006

Net operating revenues. Net operating revenues increased by 15.8% from NT$57,126 million in 2006 to NT$66,177 million (US$2,040.6 million) in 2007. Net operating revenues from our packaging business increased by 16.8% from 2006 to 2007, whereas net operating revenues from our testing and other services increased by 10.1% in the same periods. These increases were primarily due to the general growth in the semiconductor industry and the increase in demand for personal computers, mobile phones, wireless networks, LCD TV and flash memory card.

Substrate base package sales increased by 9.2% from NT$29,458 million in 2006 to NT$32,180 million (US$992.0 million) in 2007. The increase in substrate base package sales was attributable to an increase in sales of higher-end assembly and wafer level packaging services. In 2007, substrate base package accounted for 48.6% of our net operating revenues, down from 51.6% in 2006.

Lead-frame base package sales increased by 22.1% from NT$16,055 million in 2006 to NT$19,601 million (US$604.0 million) in 2007. The increase in lead-frame base package sales was attributable to an increase in unit sales of lead-frame base package, which increased by 36.7% from 1,911.6 million units in 2006 to 2,613.4 million units in 2007. In 2007, lead-frame base package accounted for 29.6% of our net operating revenues, up from 28.1% in 2006.

Gross profit and gross margin. Our gross profit increased by 27.5% from NT$15,232 million in 2006 to NT$19,418 million (US$598.8 million) in 2007. Our gross margin (gross profit as a percentage of net operating revenues) increased from 26.7% in 2006 to 29.3% in 2007. Our cost of goods sold increased by 11.6% from NT$41,894 million in 2006 to NT$46,759 million (US$1,441.8 million) in 2007, primarily due to a significant increase in package and testing services. The increases in gross profit and gross margin were primarily due to the effective control of unit fixed cost and higher equipment utilization as a result of a significant increase in net operating income from assembling and testing services.

Operating expenses. Operating expenses increased by 7.9% from NT$2,989 million in 2006 to NT$3,224 million (US$99.4 million) in 2007. Operating expenses as a percentage of net operating revenues was 5.2% and 4.9% in 2006 and 2007, respectively.

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

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

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

Operating income and operating margin. We recorded an operating income of NT$12,243 million and an operating margin of 21.5% (operating income as a percentage of net operating revenues) in 2006 and generated operating income of NT$16,194 million (US$499.4 million) and operating margin of 24.5% in 2007. The increase in operating margin was primarily due to an increase in gross margin.

Net non-operating income. Our net non-operating income increased from NT$2,035 million in 2006 to NT$3,434 million (US$105.9 million) in 2007. The increase in net non-operating income was primarily due to an increase in gain on disposal of investments of NT$2,240 million (US$69.1 million), partially offset by a decrease of investment income recognized under the equity method of NT$907 million (US$28.0 million).

Income tax (expense) benefit. We recognized an income tax expense of NT$949 million in 2006 primarily due to the significant increase of income from continuing operations before tax and the decrease in valuation allowance for deferred tax assets. We recognized an income tax expense of NT$2,139 million (US$67.0 million) in 2007 primarily due to a large increase in income before tax. A valuation allowance has been provided against the deferred tax assets to the extent that the tax benefit will more likely than not be realized.

Net income. As a result of the factors discussed above, our net income increased from NT$13,329 million in 2006 to NT$17,489 million (US$539.3 million) in 2007.

2006 Compared to 2005

Net operating revenues. Net operating revenues increased by 31.4% from NT$43,488 million in 2005 to NT$57,126 million in 2006. Net operating revenues from our packaging business increased by 29.9% from 2005 to 2006, whereas net operating revenues from our testing and other services increased by 41.2% in the same periods. These increases were primarily due to the general growth in the semiconductor industry and the increase in demand for personal computers, mobile phones and wireless networks.

Substrate base package sales increased by 34.0% from NT$21,983 million in 2005 to NT$29,458 million in 2006. The increase in substrate base package sales was attributable to an increase in sales of higher-end assembly and wafer level packaging services. In 2006, substrate base package accounted for 51.6% of our net operating revenues, up from 50.6% in 2005.

Lead-frame base package sales increased by 16.0% from NT$13,838 million in 2005 to NT$16,055 million in 2006. The increase in lead-frame base package sales was attributable to an increase in unit sales of lead-frame base package, which increased by 36.7% from 1,911.6 million units in 2005 to 2,613.4 million units in 2006. In 2006, lead-frame base package accounted for 28.1% of our net operating revenues, down from 31.8% in 2005.

Gross profit and gross margin. Our gross profit increased by 59.9% from NT$9,528 million in 2005 to NT$15,232 million in 2006. Our gross margin (gross profit as a percentage of net operating revenues) increased from 21.9% in 2005 to 26.7% in 2006. Our cost of goods sold increased by 23.4% from NT$33,960 million in 2005 to NT$41,894 million in 2006, primarily due to a significant increase in package and testing services. The increases in gross profit and gross margin were primarily due to higher equipment utilization as a result of a significant increase in net operating income from assembling and testing services.

Operating expenses. Operating expenses increased by 31.2% from NT$2,279 million in 2005 to NT$2,989 million in 2006. Operating expenses as a percentage of net operating revenues was 5.2% and 5.2% in 2005 and 2006, respectively.

•

Selling expenses.Selling expenses increased by NT$151 million between these two years mainly due to an increase in salary expenses.

	•		General and administrative expenses. General and administrative expenses increased by NT$222 million between these two years due primarily to increased salaries paid to administrative personnel.

	•		Research and development expenses.Research and development expenses increased by NT$336 million between these two years due to increases in salaries paid to our research and development personnel and costs for developing new technologies.

Operating income and operating margin. We recorded an operating income of NT$7,249 million and an operating margin of 16.7% (operating income as a percentage of net operating revenues) in 2005 and generated operating income of NT$12,243 million and operating margin of 21.5% in 2006. The increase in operating margin was primarily due to an increase in gross margin.

Net non-operating income. Our net non-operating income increased from NT$360 million in 2005 to NT$2,035 million in 2006. The increase in net non-operating income was primarily due to an increase in equity investment income, an increase in other non-operating income and a decrease in other non-operating expenses. The increase in investment income was due to our investment in ChipMOS. In 2006, we recognized an investment income of NT$1,125 million from ChipMOS’s financial results in 2006, whereas in 2005, we recognized an investment income of NT$433 million from ChipMOS’s financial results in 2005. The increase in other non-operating income was due to the cash dividends received from our financial assets carried at cost in Phoenix and King Yuan. The decrease in other non-operating expense was also due to a decrease in the provision for the estimated liabilities arising in connection with our VAT-related tax assessment from NT$323 million in 2005 to nil in 2006 and a decrease in the recognition of impairment loss on idle property, plants and equipment from NT$69 million in 2005 to NT$28 million in 2006.

Cumulative effects of changes in accounting principles. From January 1, 2005, we ceased to defer the recognition of investment income of investees accounted for under the equity method. We recognized an investment income of NT$668 million from ChipMOS’s 2004 financial results and an investment loss of NT$17 million from Double Win’s 2004 financial results as cumulative effects of changes of accounting principles of total NT$651 million in 2005. No cumulative effects of changes in accounting principles were recorded in 2006.

Income tax (expense) benefit. We recognized an income tax expense of NT$16 million primarily due to a large increase of income from continuing operations before tax and a decrease of the investment tax credits available for us in 2005. We recognized an income tax expense of NT$949 million primarily due to the significant increase in income before tax and the decrease in valuation allowance for deferred tax assets. A valuation allowance has been provided against the deferred tax assets to the extent that the tax benefit will more likely than not be realized.

Net income. As a result of the factors discussed above, our net income increased from NT$8,244 million in 2005 to NT$13,329 million in 2006.

Liquidity and Capital Resources

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

Liquidity

As of December 31, 2007, our primary source of liquidity was NT$22,625 million (US$697.7 million) of cash and cash equivalents. As of December 31, 2007, we had total availability under existing short-term lines of credit of NT$7,371 million (US$227.3 million) available from six domestic and foreign financial institutions, of which NT$458 million (US$14.1 million) were used as letters of credit and guarantees. All of our short-term facilities are revolving facilities with a term of one year, which may be extended for terms of one year each with lender’s consent. As of December 31, 2007, we had no short-term borrowing outstanding under these short-term facilities.

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


	Years Ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$
	(in millions)
Net cash provided by operating activities		13,215			20,250			24,423			753.1
Net cash used in investing activities		(6,397	)		(11,827	)		(5,395	)		(166.4	)
Net cash used in financing activities		(5,435	)		(6,040	)		(11,157	)		(344.0	)
Effect of exchange rate changes on cash		36			8			22			0.7

Net increase in cash and cash equivalents		1,419			2,391			7,893			243.4

Net Cash Provided by Operating Activities

In 2007, net cash provided by operations was NT$24,423 million (US$753.1 million) compared to NT$20,250 million in 2006. The increase in net cash provided by operating activities was primarily the result of a significant increase in net income. Our changes in accounts receivable decreased from NT$336 million in 2006 to a negative NT$2,042 million (US$63.0 million) in 2007, and our changes in accounts payable increased from a negative NT$1,010 million in 2006 to NT$2,304 (US$71.0 million) in 2007. Our depreciation and amortization expenses increased from NT$7,294 million in 2006 to NT$8,169 million (US$251.9 million) in 2007. The increase in our depreciation and amortization expenses in 2007 compared to 2006 was due to additional equipment installed in connection with our capacity expansion program.

In 2006, net cash provided by operations was NT$20,250 million compared to NT$13,215 million in 2005. The increase in net cash provided by operating activities was primarily the result of a significant increase in net income. Our changes in accounts receivable increased from a negative NT$3,767 million in 2005 to a positive NT$336 million in 2006, and our changes in accounts payable decreased from a positive NT$3,020 million in 2005 to a negative NT$1,010 million in 2006, partially offset by a decrease in changes in other payables from NT$62 million in 2005 to a negative NT$369 million in 2006. Our depreciation and amortization expenses increased from NT$6,572 million in 2005 to NT$7,294 million in 2006. The increase in our depreciation and amortization expenses in 2006 compared to 2005 was due to additional equipment installed in connection with our capacity expansion program.

Net Cash Used in Investing Activities

In 2007, cash used in investing activities was NT$5,395 million (US$166.4 million) compared to NT$11,827 million in 2006. The decrease in net cash used in investing activities was primarily the result of a significant increase in proceeds from disposal of long-term investments in the amount of NT$9,564 million (US$294.9 million) in 2007 compared to NT$91 million in 2006. Net cash used in investing activities primarily reflected capital expenditures for property, plants and equipment. These capital expenditures were primarily funded with net cash provided by operating and financing activities. We are at times required to prepay our purchases of land and equipment. As of December 31, 2006 and 2007, we did not have any outstanding balance of any prepayments for purchases of land. Prepayments for purchases of equipment result from contractual agreements involving down payments to suppliers when we place an order for the equipment. As of December 31, 2006 and 2007, outstanding balances of prepayments for purchases of equipment amounted to NT$1,845 million and NT$2,211 million (US$68.2 million), respectively. We have entered into agreements with third parties in connection with our expansion plans. We do not have any written options on non-financial assets.

In 2006, cash used in investing activities was NT$11,827 million compared to NT$6,397 million in 2005. Net cash used in investing activities primarily reflected capital expenditures for property, plants and equipment. These capital expenditures were primarily funded with net cash provided by operating and financing activities. We are at times required to prepay our purchases of land and equipment. As of December 31, 2005 and 2006, we did not have any outstanding balance of any prepayments for purchases of land. Prepayments for purchases of equipment result from contractual agreements involving down payments to suppliers when we place an order for the equipment. As of December 31, 2005 and 2006, outstanding balances of prepayments for purchases of equipment amounted to NT$2,277 million and NT$1,845 million, respectively. We have entered into agreements with third parties in connection with our expansion plans. We do not have any written options on non-financial assets. In 2006, we reclassified our short-term investments as current financial assets at fair value through profit or loss, which were NT$4,774 million and nil in 2005 and 2006, respectively.

Net Cash Used in Financing Activities

Net cash used in financing activities was NT$6,040 million and NT$11,157 million (US$344.0 million) in 2006 and 2007, respectively. In 2006, net cash used by financing activities reflected primarily our payment of stockholders’ dividends and employees’ bonuses of NT$4,579 million and our repayment of long-term borrowings of NT$5,132 million, offset by the proceeds from long-term borrowings of NT$3,086 million. In 2007, net cash used in financing activities reflected primarily our payment of stockholders’ dividends and employees’ bonuses of NT$10,678 million (US$329.3 million) in aggregate.

Net cash used in financing activities was NT$5,435 million and NT$6,040 million in 2005 and 2006, respectively. In 2005, net cash used by financing activities reflected primarily our long-term borrowings of NT$3,217 million and payment of stockholders’ dividends and employees’ bonuses of NT$1,759 million in aggregate. In 2006, net cash used in financing activities reflected primarily payment of stockholders’ dividends and employees’ bonuses of NT$4,579 million and our repayment of long-term borrowings of NT$5,132 million, offset by the proceeds from long-term borrowing of NT$3,086 million.

Capital Resources

We have made, and expected to continue to make, substantial capital expenditures in connection with the expansion of our equipment purchases and building improvements in Taichunug, Hsinchu and Suzhou. See “Item 4. Information on the Company—B. Business Overview—Capital Expenditures and Divestitures.” Our initial budget for capital expenditures for 2008 is approximately NT$12,000 million (US$370.0 million), which is funded from our retained earnings. We may adjust the amount of our capital expenditures upward or downward based on the progress of our capital projects, market conditions and our anticipation of future business outlook. As a result, we may need to invest in new capacity to improve our economies of scale and reduce our production cost, which would require us to raise additional capital. We cannot assure you that we will be able to raise additional capital should it become necessary on terms acceptable to us or at all. The sale of additional equity or equity-linked securities may result in additional dilution to our shareholders.

As of December 31, 2007, we had outstanding long-term borrowings of NT$3,000 million (US$92.5 million) owed to foreign and domestic financial institutions. The interest rates of these long-term borrowings dollars are at a fixed rate, which was 2.093% per year as of December 31, 2007. We did not pledge any of our assets as of December 31, 2007.

Our credit facilities for long-term borrowings include certain provisions that would trigger a requirement for early payment. Under the terms of our credit facilities for long-term borrowings, we are also required to comply with financial covenants, including current ratio and debt-equity ratio and other technical requirements. Our debt under these facilities may be accelerated if there is a default, including defaults triggered by failure to comply with these financial covenants and other technical requirements. As of December 31, 2007, we complied with all financial covenants of existing facilities. We entered into a multiple-purpose credit facility led by Mega Bank in May 2006 in the aggregate principal amount of NT$7.0 billion for the purposes of (i) refinancing certain of our long-term indebtedness and (ii) funding our capital expenditure. This facility is a mid-term credit facility expiring in May 2011. As of December 31, 2007, we had drawn NT$3,000 million (US$92.5 million) from this credit facility to refinance our then exiting indebtedness.

Transactions with Related Parties

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

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

Inflation/Deflation

The inflation rate in Taiwan was 2.3% in 2005, 0.6% in 2006 and 1.8% in 2007. We do not believe that inflation in Taiwan has had a material impact on our results of operations.

Taxation

The corporate income tax rate in Taiwan which applies to us is 25%. Based on our status as a company engaged in the semiconductor packaging business in Taiwan, we have been granted exemptions from income taxes in Taiwan because we used the proceeds raised through the offering of American depository receipts and capitalization of earning for the purpose of purchasing equipment. As permitted by Taiwan tax regulation, we can use these exemptions for five years from the date when we begin to generate income from the use of this equipment. As a result, we began to use these exemptions in 2004. These tax exemptions resulted in tax savings of approximately NT$622 million, NT$1,020 million and NT$1,184 million (US$36.5 million) in 2005, 2006 and 2007, respectively. We also benefit from other tax incentives generally available to technology companies, including tax credits ranging from 30% to 50% for research and development and employee training expenses and tax credits ranging from 7% to 11% for investment in automation equipment and technology and certain qualifying investments. Historically, these tax incentives have resulted in decreases of income tax payable by approximately NT$1,429 million, NT$1,050 million and NT$1,475 million (US$45.5 million) in 2005, 2006 and 2007, respectively. In 2005, 2006 and 2007, our effective income tax rates were 0.55%, 12.26% and 12.87%, respectively.

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

US GAAP Reconciliation

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

Reconciliation of Consolidated Net Income


	For the Years Ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$
	(in millions)
Net income as reported under ROC GAAP		8,244			13,329			17,489			539.3
US GAAP adjustments:
Compensated absences		(10	)		(13	)		(13	)		(0.4	)
Compensation		(1,235	)		(1,909	)		(3,635	)		(112.1	)
Employee stock option		—			(27	)		(2	)		(0.1	)
Impairment on long-term investments		13			29			—			—
Embedded derivative		(2,422	)		(2,987	)		(1,181	)		(36.3	)
Defined benefit pension plan-net periodic pension cost		—			—			7			0.2

Equity investments:
Timing difference		(658	)		—			—			—
Net income variance between US GAAP and ROC GAAP		37			9			7			0.2
Gain on disposal of long-term investments		—			—			403			12.4
Total US GAAP adjustments		(4,275	)		(4,898	)		(4,414	)		(136.1	)
Taxation effect		2			(18	)		24			0.7


Net income under US GAAP		3,971			8,413			13,099			403.9

Reconciliation of Consolidated Shareholders’ Equity

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


	For the Years Ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$
	(in millions)
Total shareholders’ equity as reported under ROC GAAP		40,825			62,936			68,908			2,124.8
US GAAP adjustments:
Compensated absences		(30	)		(43	)		(56	)		(1.7	)
Compensation		(881	)		(1,294	)		(1,729	)		(53.3	)
Impairment on long-term investments		(199	)		(171	)		—			—
Embedded derivative		(2,416	)		(1,186	)		—			—
Available-for-sale marketable securities		9,177			—			—			—
Defined benefit pension plan		—			(210	)		(317	)		(9.8	)

Equity investments:
Timing difference		—			—			—			—
Net income variance between US GAAP and ROC GAAP		125			186			—			—
Technology and know-how contributed to a joint venture investee		(210	)		(210	)		—			—
Siguard merged Universal		117			—			—			—
Adjustment for variances between net income and shareholders’ equity		—			(15	)		—			—
Acquisition of Siliconware Corporation		4,874			4,874			4,874			150.3
Taxation effect		9			(8	)		16			0.5


Shareholders’ equity under US GAAP		51,391			64,859			71,696			2,210.8

Employee Bonuses

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

Employee Stock Option

Prior to January 1, 2006, US GAAP allowed us to use the intrinsic value prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB 25”) for measurement of stock-based compensation expense with pro-forma disclosure of net income (loss) and earnings (loss) per share, as if the fair-value method of accounting defined in FAS No. 123 “Accounting for Stock-Based Compensation,” (“FAS 123”) were used. Under the fair-value method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Effective January 1, 2006, however, we adopted FAS No. 123(R) (Revised 2004), “Share-Based Payment” which eliminated the alternative to use Opinion 25’s intrinsic value method and required the use of the fair value method with forfeitures estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. In addition, the exercise price of our stock options is subject to change due to the distribution of stock dividends. We were required to measure the effects of the modification and record incremental compensation cost, if any. For the year ended December 31, 2007, we recorded share-based compensation expense of NT$2 million (US$0.1 million) and will not continue to incur share-based compensation charges in the future period.

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

Equity Investments

Under the equity method, our proportionate share of the income (loss) of the investee is generally recognized in the year the income (loss) is earned. However, prior to January 2005, we were permitted to delay the recognition of income (loss) until the subsequent year under ROC GAAP if financial statements of an investee are not sufficiently timely for us to apply the equity method in the current period and such equity interests are below certain materiality threshold. From January 1, 2005, we adopted the amended ROC Statement of Financial Accounting Standards No. 5, “Accounting for Long-term Equity Investment”, pursuant to which we ceased to defer the recognition of investment income of investees and recognized investment income from all investees accounted for under the equity method

based on investees’ audited financial statements for the corresponding periods. US GAAP, however, does not allow the investor company to delay recognition of its equity in the investee’s income or loss. The US GAAP adjustment deducts the delayed income from prior year’s net income and adds back delayed income to the subsequent year to arrive at net income under US GAAP.

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

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

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

Defined Benefit Pension Plan

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

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

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

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

Goodwill Acquired through Acquisition

The fair value of the net assets we received was used as the value of the consideration for the acquisition of the remaining interests in Siliconware Corp. on December 31, 2000 and reflected in the common stock and capital reserve in our balance sheet. As the consideration is equal to the fair value of the net assets received, no goodwill is recorded under ROC GAAP. Under US GAAP, the acquisition has been accounted for using the purchase method of accounting, and the purchase price was determined using the market value of our shares issued in connection with the

acquisition. The difference between the fair value of our shares issued in connection with the acquisition and the fair value of the net assets acquired results in goodwill. Goodwill is amortized on a straight-line basis over ten years.

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” we no longer amortize goodwill beginning 2002. We have elected to perform our annual impairment review in each fiscal year. We have completed our annual goodwill impairment test for fiscal 2005, 2006 and 2007 and concluded that there was no impairment in these three years.

Impairment of Long-lived Assets

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

We performed periodical review for our long-lived assets and reclassifies idle assets from assets held for operating use. Idle assets are no longer used for production purposes due to technology phase out and replacement and are disposed as buyers are identified. We recognized impairment losses of NT$69 million, NT$28 million and NT$49 million (US$1.5 million), respectively, on idle assets for the years ended December 31, 2005, 2006, and 2007. No impairment was identified for other long-lived assets besides idle assets and no reconciliation for impairment loss between ROC GAAP and US GAAP were made for the years ended December 31, 2005, 2006 and 2007.

Impairment of Investments

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

In 2005, we adopted ROC SFAS 35, “Accounting for Impairment of Assets”, recognized impairment loss for investment in Double Win of NT$84 million and brought the investment balance down to nil. As a result, the impairment loss of NT$13 million of Double Win, which was recognized during 2002 under US GAAP, was reversed in 2005. We also recognized an impairment loss for investment in Artest and brought the investment balance down to nil. The impairment loss of NT$29 million was reversed in 2006.

Embedded Derivatives

Under ROC GAAP, when an issuer issues convertible bonds, the entire instrument is recorded as a liability in the amount of the proceeds received. Any discount or premium to the par value of the convertible bonds is amortized in the statement of operations by using the effective interest rate method. If the convertible bonds contain a redemption premium above their par value amount, the excess is accrued, using the effective interest rate method, over the period to redemption as a charge to interest expense. Upon conversion, the carrying value of the bonds is credited to common

stock at its par value and the difference between the carrying value of the bond and the par value of the common stock is recorded to additional paid-in capital. No gain or loss is recognized.

Under US GAAP, in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”, convertible bonds, with the feature of the combination of mutually exclusive conversion of the debt to equity or redemption at a multiple of the bonds par value, are required to be accounted for as embedded derivative instruments. In addition, if the bonds are denominated in foreign currency and conversion terms contain a fixed foreign exchange feature determining the rate at which the bonds are to be converted into local currency stock, the combination of the conversion option and the fixed foreign exchange forward contract makes the bonds dual indexed and therefore the conversion right should be bifurcated. The embedded derivatives separated from the book value of bonds are measured at fair value and changes in fair value are recognized as unrealized gain (loss) in the income statement for each accounting period.

Stock Dividends

Under ROC GAAP, an issuance of stock dividends is recorded at par with a charge to retained earnings. Under US GAAP, if the ratio of distribution is less than 25% of shares of the same class outstanding, the fair value of the shares issued should be charged to retained earnings. This different treatment will result in, under US GAAP, a reclassification from retained earnings to additional paid-in capital of NT$33,523 million (US$1,033.7 million) on December 31, 2007. This adjustment has no effect on our shareholders’ equity.

Marketable Securities

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

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

Calculation of EPS

In calculating weighted average number of shares outstanding for EPS purposes under ROC GAAP, employee bonus shares have been treated as outstanding for all periods, in a manner similar to a stock split or dividend and are retroactively adjusted to previous years’ calculation of weighted-average outstanding shares. Under US GAAP, employee bonus shares have been considered separately from the stock dividend or split and have been treated as outstanding from the date when they were issued. The numbers of employee bonus shares issued in 2005, 2006 and 2007 were 1,876,500 shares, 26,779,433 shares and 35,203,522 shares, respectively.

In computing the dilutive effect of convertible bonds when calculating net income available to common stockholders for diluted EPS, the after-tax results of compensated interest expenses, unrealized foreign exchange gain/loss, amortization of bond issuance costs are taken into consideration under ROC GAAP. However, under US

GAAP, in addition to the above three items, the after tax result of mark-to-market gain or loss on embedded derivatives bifurcated from the host bonds is also taken into consideration. Anti-dilutive effect is considered both under ROC GAAP and under US GAAP.

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

Merger between Equity-Method Investees

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

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

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

Recent Accounting Pronouncements

US GAAP

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

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

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

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

ROC GAAP

In March 2007, the Accounting Research and Development Foundation in Taiwan issued Interpretation Letter Ref. (96) 052, “Accounting for Employees’ Bonuses and Directors’ Remunerations”, which requires all entities to estimate the amount of employees’ bonuses and directors’ remunerations and record that amount as compensation expense in the period when services are rendered. Retained earnings would be no longer charged for employees’ bonuses and directors’ remunerations. This interpretation is effective for fiscal years beginning on or after January 1, 2008. In the meantime, we believe that this change will decrease our net income for the years ended December 31, 2008 and thereafter. In August 2007, the Accounting Research and Development Foundation in Taiwan issued SFAS No. 39, “Share-based Payment”, which requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. That cost will be recognized over the requisite service period in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. It also requires an entity to initially measure the cost of employee services received in exchange for an award of liability instruments which value is based on the current fair value of its equity investments. The compensation expense recognized over the requisite service period is subject to change due to remeasurement of the fair value of that award subsequently at each reporting date through the settlement date. This statement is effective for fiscal years beginning on or after January 1, 2008. Currently, we believe there is no significant impact on our consolidated financial statements.

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

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

D. Trend Information

Please refer to “— A. Operating Results — Overview” for a discussion of the most significant recent trends in our production, sales and inventory, costs and selling prices since the end of 2006. In addition, please refer to discussions included in this Item for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our net sales or operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

E. Off-Balance Sheet Arrangements

As of December 31, 2007, we had unused letters of credit for imported machinery and equipment in the aggregate amount of approximately NT$175 million (US$5.4 million). See note 27 to our consolidated financial statements included in this annual report. We do not engage in trading activities involving non-exchange traded contracts or enter into any other off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and commitments with definitive payment terms which will require significant cash outlays in the future as of December 31, 2007.


	Payments Due by Period
			Less Than 1						More Than
Contractual Obligations	Total		Year		1-3 Years		4-5 Years		5 Years
	(in NT$ millions) (consolidated)
Long-term debt
Secured long-term loans		—		—		—		—		—
Unsecured long-term loans		3,000		—		3,000		—		—
Secured bonds		—		—		—		—		—
Unsecured bonds		—		—		—		—		—
Operating leases (1)		99		10		21		21		47
Purchase obligations		—		—		—		—		—

Total contractual cash obligations		3,099		10		3,021		21		47


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

(2)		Excludes interest payments.

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The following table shows information regarding all of our directors, supervisors and executive officers as of March 31, 2008. The business address of our directors, supervisors and executive officers is the same as our registered address.

Principal Business Activities

Name

Age

Position

Years with Us

Performed Outside Our Company

Bough Lin

Chairman

Director of Phoenix Precision Technology; Director of SPIL’s subsidiaries; EVP of SPIL.

Chi-Wen Tsai

Vice Chairman; President

President of SPIL; Director of SPIL’s subsidiaries.

Wen-Lung Lin

Director;

Chairman of Ku-Ming Investment Co.

Yen-Chun Chang

Director; Senior Vice President

SVP of SPIL; Director of Phoenix Precision Technology; Director of SPIL’s subsidiary.

Wen-Jung Lin

Director

None

Jerome Tsai (1)

Director

Director of ChipMOS (Bermuda); Supervisor of Phoenix Precision Technology.

Hsiu-Li Liu

Independent Director
(3)

Chairman of So Dar Investment; Director of Chi Cheng Enterprise, Li Fu Investment, More Power Electronic Corp.

Ing Dar Liu

Independent Director
(3)

Director of InnoLux Display Corp., AME Inc.

Jing-Shan Aur

Independent Director
(3)

Director of Clientron Corp., Bcom Electronic Inc.

Wen-Lung Cheng

Supervisor

Chairman of Joinwin Investment; Supervisor of Phoenix Precision Technology; Director of SPIL’s subsidiary.

Fu-Mei Tang

Supervisor

None

Teresa Wang (2)

Supervisor

Director of Phoenix Precision Technology; CFO of Phoenix Precision Technology.

Johnson Tien

Senior Vice President

None

Kuo-Jui Tai

Vice President

None

Chien-An Chen

Vice President

None

Chien-Hua Chen

Vice President

None

Principal Business Activities

Name

Age

Position

Years with Us

Performed Outside Our Company

Michael Chang

Vice President

None

C.S Hsiao

Vice President

None

Yu Hu Liu

Vice President

None

Jas Hsieh

Vice President

None

Eva Chen

Chief Financial Officer

None


(1)		Representing Pei-Sheng Cultural Educational Foundation.

(2)		Representing Siliconware Investment Company Ltd.

(3)		Our independent directors’ independency complies with SEC’s and Nasdaq’s independency requirements.

Bough Linis our Chairman and Executive Vice President. He has been our Director since August 1984. Mr. Lin is also currently a director of Phoenix Precision Technology Corporation, a director of our subsidiaries, SPIL (B.V.I.) Holding Ltd. and Siliconware Investment Co. Ltd. as our representative. He graduated from National Chiao Tung University in Taiwan in 1973 with a Bachelor’s degree in electronic physics. In addition, Mr. Lin is the brother-in-law of Wen-Lung Cheng, who is one of our supervisors.

Chi-Wen Tsaiis currently our Vice Chairman and President. He has been our Director since August 1984. Mr. Tsai is also a director of our subsidiaries, SPIL (Cayman) Holding Ltd. and Siliconware Technology (Suzhou) Ltd. as our representative. He received a Bachelor’s degree in electrical engineering from National Taipei Institute of Technology in Taiwan in 1969.

Wen-Lung Linhas been our Director since June 2005. He graduated from Taichung Commercial College in Taiwan.

Yen-Chun Changis currently our Senior Vice President. He has been our Director since August 1984. He is also currently a director of Phoenix Precision Technology Corporation and a director of our subsidiary, Siliconware Technology (Suzhou) Ltd. as our representative. Mr. Chang was graduated from Nan Tai College in Taiwan in 1976 with a Bachelor’s degree in electrical engineering

Wen-Jung Linhas been our Director since June 1991. He received a Bachelor’s degree in architecture from Feng Chia University in Taiwan in 1970.

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

Hsiu-Li Liuhas been our Director since June 1991 and our Independent Director since 2005. She received a Bachelor’s degree in international trade from Ming Chuang College in Taiwan in 1975. Ms. Liu is also the chairman of So Dar Investment Corporation.

Ing-Dar Liuhas been our Independent Director since June 2005. He received a Master’s degree in electronic from National Chiao Tung University in Taiwan. He was the vice chairman of AU Optronics Corp. in 2001.

Jing-Shan Aurhas been our Independent Director since June 2005. He received a Bachelor’s degree in National Taiwan Ocean University. He was previously the chairman of APTOS Corp. in 2001.

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

Fu-Mei Tanghas been our supervisor since June 2005. Mr. Tang graduated from Kuang-Hwa Technology School in Taiwan. He was our chief audit officer previously.

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

Johnson Tienis our Senior Vice President in charge of the Sales and Marketing Group. He received a Bachelor’s degree in industrial engineering from ChungYuan Christian University in 1976.

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

Chien-An Chenhas been a Vice President since 2000. Mr. Chen received an MBA from University of Warwick in England.

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

Michael Changhas been our Vice President since 2005. Mr. Chang received a Bachelor’s degree in Industrial Engineering from ChungYuan Christian University in 1984.

C.S Hsiaohas been our vice president in the R&D center since 2007. Mr. Hsiao received a Bachelor’s degree in chemical engineering from Feng Chia University.

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

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

Eva Chenhas been our Chief Financial Officer since 2005. Ms. Chen received a Master’s degree in Accounting and Information Technology from National Chung Cheng University in 2007.

B. Compensation of Directors, Supervisors and Executive Officers

The aggregate compensation paid and in-kind benefits granted to our directors, supervisors and executive officers in 2007 was NT$441 million (US$13.6 million). According to our articles of incorporation, remuneration provided to our directors and supervisors shall not exceed 1% of the balance of net income after the payment of income taxes, recovery of past losses and deduction of 10% as legal reserve. The remaining amount may be distributed or reserved in a ratio of 10% and 90% as bonuses to our employees and as dividends to our shareholders, respectively.

C. Board Practices

All of our directors and supervisors were elected on June 13, 2005 for a term of three years. Neither we nor any of our subsidiaries have entered into a contract with any of our directors and supervisors by which our directors or supervisors are expected to receive benefits upon termination of their employment.

Audit Committee

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

Difference between NASDAQ Requirement and Home Country Practices

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

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

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

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

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

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

D. Employees

As of December 31, 2007, we had 16,071 full-time employees. Of these employees, 14,808 were located in Taiwan, 1,192 were located in Mainland China, and 71 were located in the United States. Employee salaries are reviewed once or twice a year. Salaries are adjusted based on industry standards, inflation and individual performance. As an incentive, additional bonuses in cash may be paid at the discretion of the management based on the performance of individuals. In addition, ROC law requires that employees be given preemptive rights to subscribe to between 10% and 15% of any of our rights issues or share offerings.

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

Our employees participate in our profit distribution under our articles of incorporation. Employees are entitled to receive bonus shares based on a percentage of our allocable surplus income. We paid employees stock in the aggregate amount of 35,203,522 shares and cash bonuses of NT$821.4 million in 2007.

In July 2002, we adopted the 2002 Employee Stock Option Plan that authorizes the grant of options to our full-time regular employees, including those of our domestic and overseas subsidiaries, for purchase up to an aggregate of 40,000,000 shares of our common shares. The exercise price for the options would be the closing price of our common shares on the Taiwan Stock Exchange on the day the options are granted, while the expiration date for such options is 5 years from the date of grant. In February and May 2003, we granted a total of 40,000 options to purchase up to 40,000,000 shares under the 2002 Employee Stock Option Plan, of which 2,950 options were granted to certain of our executive officers. Some of our executive officers receiving options are also directors of our company, and the options granted to our officers have an initial exercise price of NT$15.6 per share. The options granted in February 2003 and May 2003 had an exercise price of NT$15.6 per share and NT$16.3 per share and a purchase price of nil. In August 2004, we adjusted the exercise price of the February 2003 and May 2003 options to NT$13.7 per share and NT$14.3 per share. In August 2005, we adjusted the exercise price of the February 2003 and May 2003 options to NT$11.9 per share and NT$12.4 per share. In August 2006, we adjusted the exercise price of the February 2003 and May 2003 options to NT$9.2 per share and NT$9.7 per share, respectively, and the options will expire five years from the date of grant if not previously exercised. In August 2007, we adjusted the exercise price of the February 2003 and May 2003 options to NT$5.7 per share and NT$6.2 per share, respectively, and the options will expire five years from the date of grant if not previously exercised.


Number of shares issuable
upon exercise of options		Expiration Date	Exercise price

	1,107,500	February 2008	NT$5.7
	407,000	May 2008	NT$6.2

As of March 31, 2008, no option rights remained outstanding.

Under the 2002 Employee Stock Option Plan, an option holder may exercise an increasing portion of his or her options starting two years after the grant of the options. According to the vesting schedule, 30%, 70% and 100% of such option holder’s options shall vest two, three and four years after the grant of the options, respectively. Upon termination of employment, the option holder shall exercise his or her vested options within one month, subject to exceptions provided therein, and otherwise after the termination, such options shall terminate. If termination of employment was due to death, the heirs of such option holder have one year starting from the date of the death to exercise his or her vested options. If termination of employment was due to retirement or occupational casualty, the option holder or his or her heirs may exercise all his or her options within certain period as provided. The options are generally not transferable or pledgeable by the option holders.

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

E. Share Ownership

Each of our directors, supervisors and executive officers holds our shares either directly for their own account or indirectly as the representative of another legal entity on our board of directors. The following table sets forth the share ownership of our directors, supervisors and executive officers as of April 15, 2008, our most recent record date.


			Percentage			Number of Ordinary		Per Share
	Number of		of Shares			Shares Issuable on		Exercise Price		Exercisable
Name	Shares Owned		Owned			Exercise of Option		(NT$)		Period

Bough Lin		64,746,609		2.11	%		—		—		—
Chi-Wen Tsai		38,787,679		1.26	%		—		—		—
Wen-Lung Lin		32,662,235		1.06	%		—		—		—
Yen-Chun Chang		10610,710		*			—		—		—
Wen-Jung Lin		6,111,896		*			—		—		—
Jerome Tsai (1)		7,775,554		*			—		—		—
Hsiu-Li Liu		12,129,891		*			—		—		—
Ing-Dar Liu		—		—			—		—		—
Jing-Shan Aur		144,844		*			—		—		—
Wen-Lung Cheng		10,033,601		*			—		—		—
Fu-Mei Tang		8,936,552		*			—		—		—
Teresa Wang (2)		35,870,032		1.17	%		—		—		—
Johnson Tien		603,207		*			—		—		—
Kuo-Jui Tai		518,113		*			—		—		—
Chien-An Chen		371,122		*			—		—		—
Chien-Hua Chen		76,828		*			—		—		—
Michael Chang		184,713		*			—		—		—
C.S Hsiao		201,692		*			—		—		—
Yu Hu Liu		7,277,478		*			—		—		—
Jas Hsich		175,223		*			—		—		—
Eva Chen		120,054		*			—		—		—


*		Less than 1%.

(1)		Representing Pei-Sheng Cultural Educational Foundation.

(2)		Representing Siliconware Investment Company.

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

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table presents information known to us concerning the record ownership of our shares as of December 31, 2006, December 31, 2007 and April 15, 2008 (our most recent record date) by (i) the ten largest shareholders of our company (as of April 15, 2008) and (ii) all directors, supervisors and executive officers as a group. Other than Citibank, as the record owner of our American Depositary Shares, we are not aware that any of our shareholders beneficially own more than 5% of our shares.


	December 31, 2006					December 31, 2007					April 15, 2008(3)
	Number of		Percentage			Number of		Percentage					Percentage
	Shares		of Shares			Shares		of Shares			Number of		of Shares
Name of beneficial owner	Owned		Owned			Owned		Owned			Shares Owned		Owned
Citibank (1)		381,406,646		13.21	%		618,309,437		20.15	%		569,436,042		18.52	%
JPMorgan in Custody for Capital World Growth and Income Fund Inc.		—		—			—		—			149,821,000		4.87	%
JPMorgan in Custody for Capital Income Builder Inc.		—		—			—		—			92,530,000		3.01	%
Bough Lin		43,821,690		1.52	%		44,746,609		1.46	%		64,746,609		2.11	%
Nan Shan Life Insurance Company Ltd.		—		—			7,889,641		0.26	%		55,585,321		1.81	%
Kuming Investment Company Ltd (2)		54,472,728		1.89	%		55,547,404		1.81	%		55,547,404		1.81	%
HSBC in Custody for HSBC Institutional Trust Services (Asia) Ltd.		—		—			32,369,815		1.06	%		50,475,136		1.64	%
Citibank in Custody for Government of Singarpore Investment Corp. PFE Ltd.		41,995,428		1.45	%		42,913,044		1.40	%		49,427,044		1.61	%
Chi-Wen Tsai		37,108,736		1.29	%		38,677,679		1.26	%		38,787,679		1.26	%
Siliconware Investment Company Ltd.		35,176,054		1.22	%		35,870,032		1.17	%		35,870,032		1.17	%
Directors and Supervisors as a group		205,240,874		7.11	%		208,164,603		6.79	%		227,809,603		7.41	%


(1)		As record owner of our ADSs

(2)		Wen-Lung Lin is the president of Kuming Investment Company Ltd.

(3)		Our most recent record date.

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

As of April 30, 2008, a total of 111,213,383 ADSs and 3,074,697,534 of our shares (including the shares represented by these ADSs) were outstanding. With certain limited exceptions, holders of common shares that are not ROC persons are required to hold these commons shares through a brokerage or custodial account in the ROC. As of April 30, 2008,556,067,042 common shares were registered in the name of a nominee of Citibank, N.A., the depositary of our ADS facility. Citibank, N.A. has advised us that, as of April 30, 2008, 556,067,042 common shares were held of record by Cede & Co. We have no further information as to common shares held, or beneficially owned, by U.S. persons.

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

B. Related Party Transactions

Related Party Transactions Policies

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

Sigurd Microelectronics Corp.

For 2005, 2006 and 2007, we had total sales of packaging services to Sigurd of NT$31 million, NT$5 million and NT$224 million (US$7 million), respectively. We resigned as a director of Sigurd on November 9, 2007, and Sigurd ceased to be a related party of our company.

ChipMOS Technologies Inc.

For 2005, 2006 and 2007, the amounts of purchases we made with ChipMOS were immaterial. Pursuant to a Share Purchase and Subscription Agreement entered into among us, ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda and ChipMOS, on March 27, 2007, we sold, and ChipMOS Bermuda and ChipMOS purchased, all of the common shares of ChipMOS, at par value NT$10 per share, owned by us for a total cash consideration of US$191,147,464. In addition, we subscribed for 12,174,998 newly issued common shares of ChipMOS Bermuda, at par value US$0.01 per share, for an aggregate consideration of US$76,458,987, representing a purchase price of US$6.28 per common share of ChipMOS Bermuda. We resigned as a director of ChipMOS on March 26, 2007, and ChipMOS ceased to be a related party of our company.

Phoenix Precision Technology Corporation

We purchased semiconductor raw materials from Phoenix Precision Technology totaling, NT$3,600 million, NT$3,101 million and NT$2,544 million (US$78.5 million) in 2005, 2006 and 2007, respectively. The purchase price and payment terms for such purchases were generally comparable to those provided by non-related parties. The average payment period is approximately 90 days from the date of completion of service or purchase. As of December 31, 2005, 2006 and 2007, we owed NT$694 million, NT$346 million and NT$663 million (US$20.4 million), respectively, in accounts payable, to Phoenix Precision Technology.

Mr. Bough Lin, our Chairman, Mr. Yen-Chun Chang, one of our officers, and Ms. Teresa Wang, one of our supervisors, are directors of Phoenix Precision. Ms. Teresa Wang is also the Chief Financial Officer of Phoenix Precision. Jerome Tsai, one of our directors, is a supervisor of Phoenix Precision. Wen-Lung Cheng, one of our supervisors, is a supervisor of Phoenix Precision.

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

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

Litigation

companies and their subsidiaries. Tessera alleges that some of our packaging services have infringed patents owned by Tessera and that we have breached license agreements with Tessera. In May 2007, parties stipulated a stay pending a final determination of an investigation directed against other parties (including certain co-defendants in the lawsuit) conducted by the ITC. Pursuant to the stipulation, the court has stayed the litigation. In February 2007, we filed in the U.S. PTO requests for reexamination of five patents, four of which being asserted by Tessera against us. The PTO has issued office actions in four of the reexaminations. We are vigorously defending against Tessera’s allegations. Because litigation is inherently unpredictable, we are unable to predict the results or outcome of any dispute. For further information, see “Item 4 Information on the Company—B. Business Overview—Litigation.”

Dividend Policy and Distributions

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


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


(1)		Our stock dividend is declared in NT dollar amount per Share. The number of Shares received by a shareholder equals to the NT dollar amount per share of dividend declared multiplied by the number of Shares owned by the shareholder and divided by the par value of NT$10 per Share.

(2)		Total number of Shares issued as stock dividends include Shares issued from retained earnings and from capital reserve.

(3)		We did not declare a dividend in 2002 because we incurred a net loss in 2001.

(4)		We did not declare a dividend in 2003 because our shareholders did not elect to declare such dividend, even though we generated net income in 2002.

B. Significant Changes

Our net operating revenues on a consolidated basis for the three months ended March 31, 2008 amounted to NT$1,753 million. Our net operating revenues for the first three months of 2008 are not indicative of our financial performance on either an unconsolidated or a consolidated basis for the remaining months of 2008. In addition, we cannot predict whether the demand for our services will continue to improve in the near future.

Item 9. The Offer and Listing

A. Offer and Listing Details

Market Price Information for Our Shares

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


	Closing Price for Each Share (1)				Average Daily		Taiwan Stock Exchange Index
Period	High		Low		Trading Volume		High		Low
	NT$		NT$		(in thousands
					of shares)
2002		39.6		15.3		18,277		6,462.30		3,850.04
2003		37.4		15.3		19,698		6,182.20		4,044.73
2004		42.2		19.8		20,556		7,135.00		5,255.06
2005		46.9		21.9		20,048		6,267.32		5,565.41
First Quarter		29.6		21.9		21,717		6,267.52		5,734.87
Second Quarter		32.9		26.8		17,325		6,373.86		5,715.16
Third Quarter		35.8		29.3		17,502		6,455.57		5,925.54
Fourth Quarter		46.9		29.1		25,098		6,575.53		5,632.97
2006		52.5		33.7		18,554		7,823.72		6,257.80
First Quarter		48.5		38.2		28,477		6,742.39		6,364.60
Second Quarter		47.2		34.7		17,794		7,474.05		6,299.59
Third Quarter		41.6		33.7		14,410		6,946.27		6,257.80
Fourth Quarter		52.5		38.9		14,444		7,823.72		6,874.98
2007		71.7		47.9		12,423		9,809.88		7,344.56
First Quarter		64.5		47.9		13,308		7,935.54		7,344.56
Second Quarter		74.1		61.2		10,867		8,939.19		7,875.42
Third Quarter		75.8		56.1		13,112		9,744.06		8090.29
Fourth Quarter		74.2		51.9		16,861		9,809.88		7,807.39
November		65.4		53.6		20,431		9,598.23		8,276.26
December		60.9		51.9		17,475		8,722.38		7,807.39
2008 (up to Apr 30)		58.1		41.15		23,539		9,090.43		7,408.40
First Quarter		56.3		41.15		24,097		8,865.35		7,408.40
January		56.3		41.15		29,314		8,428.84		7,408.40
February		54.0		47.2		17,253		8,462.08		7,550.55
March		53.2		44.1		23,194		8,865.35		8,005.46

April		58.1		52.0		22,023		9,090.43		8,419.72


Sources: Taiwan Stock Exchange Statistical Data 1999-2008, Taiwan Stock Exchange and Bloomberg.

(1)		As reported.

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

Market Price Information for Our American Depositary Shares

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


	Closing Price for				Average Daily
	Each ADS)				Trading
Period	High		Low		Volume
					(in thousands
	NT$		NT$		of shares)
2002		5.48		2.23		394,006
2003		5.27		1.98		730,026
2004		6.00		2.83		1,047,141
First Quarter		6.00		4.24		2,040,297
Second Quarter		5.21		2.83		1,052,894
Third Quarter		3.85		2.84		551,108
Fourth Quarter		4.40		3.23		544,267
2005		6.95		3.08		719,177
First Quarter		4.32		3.08		461,689
Second Quarter		4.87		3.82		520,471
Third Quarter		5.38		4.55		821,256
Fourth Quarter		6.95		4.39		1,030,962
2006		7.94		4.74		1,786,700
First Quarter		7.19		5.54		2,156,481
Second Quarter		6.80		4.97		1,589,954
Third Quarter		6.35		4.74		1,683,423
Fourth Quarter		7.94		5.90		1,722,812
2007		12.54		7.45		1,877,492
First Quarter		10.11		7.45		1,698,074
Second Quarter		11.52		9.56		1,776,946
Third Quarter		12.41		9.08		1,858,061
Fourth Quarter		12.54		7.85		2,176,888
November		10.77		8.84		2,593,938
December		10.05		7.85		2,295,662
2008 (up to Apr 30)		9.55		6.5		2,684,150
First Quarter		8.8		6.5		2,928,278
January		8.8		6.5		3,921,029
February		8.76		7.31		2,545,605
March		7.39		8.84		2,249,428
April		9.55		8.14		2,018,347


Source:		NASDAQ Stock Exchange.

(1)

As reported.

B. Plan of Distribution

Not applicable.

C. Markets

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

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

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

Objects and Purpose

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

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

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

Directors

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

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

Shares

As of April 30, 2008, our authorized share capital was NT$36.0 billion, divided into 3.60 billion shares, of which NT$30.7 billion, divided into 3.07 billion shares, were issued and outstanding. We issued 40,000 option rights to employees according to our 2002 Employee Stock Option Plan. As of March 31, 2008, no option rights remained outstanding. Other than our shares and ADSs, we do not have any other equity interests outstanding, including any preferential subscription rights, exchangeable debt securities or warrants as of April 30, 2008. All shares presently issued are fully paid and in registered form, and existing shareholders are not obligated to contribute additional capital. The shares underlying the ADSs are fully paid, in registered form and will not be obligated by any capital calls. We generally are not permitted to directly acquire our shares, except under limited circumstances as permitted by ROC law.

New Shares and Preemptive Rights

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

Shareholders

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

Transfer of Shares

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

Shareholders’ Meetings

We are required to hold an annual ordinary shareholders’ meeting once every fiscal year and within six months after the end of each fiscal year. Our board of directors may convene an extraordinary meeting whenever the

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

Voting Rights

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

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

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

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

Dividends and Distributions

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

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

Beginning in 1999, our articles of incorporation provide that our earnings after payment of all income taxes and deduction of any past losses shall be distributed as follows:

•

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

•

payment of 1% of the balance after deducting the 10% legal reserve as remuneration to our directors and supervisors. The remaining amount may be distributed or reserved in a ratio of 10% and 90%, respectively, to our employees as their bonuses and to our shareholders as their dividends.

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

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

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

Acquisition of Our Shares by Us

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

Under Article 28-2 of the Securities and Exchange Law, we may, by a board resolution adopted by majority consent at a meeting with two-thirds of our directors present, purchase up to 10% of our issued shares on the Taiwan Stock Exchange or by a tender offer, in accordance with the procedures prescribed by the ROC SFB, for the following purposes:

	•		to transfer shares to our employees;

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

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

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

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

Liquidation Rights

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

Other Rights of Shareholders

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

appraisal rights by notifying us before the related shareholders’ meeting and/or by raising and registering their dissent at the shareholders’ meeting.

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

Voting of Deposited Securities

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

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

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

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

	•		the notice of the meeting sent by us; and

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

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

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

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

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

C. Material Contracts

Immunity Agreement with Motorola, Inc.

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

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

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

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

D. Exchange Controls

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

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

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

E. Taxation

ROC Tax Considerations

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

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

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

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

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

Dividends

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

Capital Gains

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

Securities Transaction Tax

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

Estate and Gift Tax

ROC estate tax is payable on any property within the ROC of a deceased who is an individual, and ROC gift tax is payable on any property within the ROC donated by an individual. Estate tax is currently payable at rates ranging from 2% of the first NT$600,000 to 50% of amounts over NT$100,000,000. Gift tax is payable at rates ranging from 4% of the first NT$600,000 to 50% of amounts over NT$45,000,000. Under ROC estate and gift tax laws, common shares issued by ROC companies are deemed located in the ROC regardless of the location of the holder. It is unclear whether a holder of ADSs will be considered to hold common shares for this purpose.

Tax Treaty

The ROC does not have a double taxation treaty with the United States. On the other hand, the ROC has double taxation treaties with Indonesia, Singapore, South Africa, Australia, Vietnam, New Zealand, Malaysia,

Macedonia, Swaziland, Gambia, The Netherlands, the United Kingdom, Senegal and Sweden which may limit the rate of ROC withholding tax on dividends paid with respect to common shares in ROC companies. It is unclear whether ADS holders will be considered holders of common shares for the purposes of these treaties. Accordingly, if the holders may otherwise be entitled to the benefits of the relevant income tax treaty, the holders should consult their tax advisors concerning their eligibility for the benefits with respect to the ADSs.

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

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

	•		an individual citizen or resident of the United States;

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

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

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

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

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

	•		a dealer in securities or currencies;

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

	•		a financial institution or an insurance company;

	•		a tax-exempt organization;

	•		a regulated investment company;

	•		a real estate investment trust;

	•		a person liable for alternative minimum tax;

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

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

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

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

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

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

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

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

Taxation of Dividends

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

With respect to U.S. holders who are individuals, certain dividends received from a foreign corporation before January 1, 2011, on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States may be subject to reduced rates of taxation. U.S. Treasury Department guidance indicates that our ADSs, which are listed on the NASDAQ, but not our shares, are readily tradable on an established securities market in the United States. Thus, we do not believe that dividends that we pay on our shares that are not backed by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will continue to be readily tradable on an established securities market in later years (or that our shares will be readily tradable on an established securities market in any given year). Individuals that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of

taxation regardless of the trading status of our shares or ADSs. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Holders should consult their own tax advisors regarding the application of these rules given their particular circumstances.

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

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

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

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

Taxation of Capital Gains

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

If you pay any ROC securities transaction tax, such tax is not treated as an income tax for U.S. federal income tax purposes, and therefore will not be a creditable foreign tax for U.S. federal income tax purposes. However, subject

to limitations under the Code, such tax may be deductible. You are urged to consult your tax advisors regarding the U.S. federal income tax consequences of these taxes.

Passive Foreign Investment Company

Based on the composition of our income and valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company (“PFIC”) for 2007 and do not expect to become one in the future, although there can be no assurance in this regard.

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

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

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

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

Our determination that we were not a PFIC in 2007 is based on a current valuation of our assets, including goodwill. In calculating goodwill, we have valued our total assets based on our total market value, which is based on the market value of our shares and is subject to change. In addition, we have made a number of assumptions regarding the amount of this value allocable to goodwill. We believe our valuation approach is reasonable. However, it is possible that the Internal Revenue Service will challenge the valuation of our goodwill, which may also result in us being classified as a PFIC.

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

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

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

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

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

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

If we are a PFIC for any taxable year and any of our foreign subsidiaries is also a PFIC, a U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the

application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

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

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

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

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

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

Information Reporting and Backup Withholding

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

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

Inheritance and Gift Tax

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

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

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

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

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

I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

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

Foreign Exchange Risk

Substantial portions of our revenues and expenses are denominated in currencies other than the NT dollar. In 2007, sales in the amount of US$1,390 million were denominated in US dollars. In 2007, material purchases from our overseas vendors in the amounts of US$362.94 million and ¥10,518.25 million were denominated in US dollars and Japanese yen, respectively. As of December 31, 2007, we had certificates of deposit, bank deposits and accounts receivable denominated in US dollars of US$280.13 million. As of December 31, 2007, we also had accounts payable, bonds payable and other liabilities denominated in US dollars and the Japanese yen of US$145.61 million and of ¥3,425.97 million, respectively. Our foreign currency revenues in general exceed our foreign currency expenses. We use the policy of natural hedging to reduce our foreign exchange exposure arising out of changes in the rates of exchange among the Japanese Yen, the US dollar and the NT dollar.

Expected Maturity Date

Expressed in NT$ amount

Fair

(in millions)

2008

2009

2010

2011

2012

Thereafter

Total

value

On-balance sheet financial instruments

Assets

Marketable Securities Time Deposit (US$)

811

—

811

Liabilities

Long-term Debt:

Expected Maturity Date

Expressed in NT$ amount

Fair

(in millions)

2008

2009

2010

2011

2012

Thereafter

Total

value

Fixed Rate (US$)

—

Variable Rate (US$)

—

Average interest rate

—

Interest Rate Risk

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

The table below presents annual principal amounts due and related weighted average interest rates by year of maturity for our debt obligations outstanding as of December 31, 2007.


												2012 and
Debt Obligations	2008		2009			2010			2011			thereafter
	(in millions, except percentages)
US$-denominated debt:
Fix rate		—		—			—			—			—
Interest rate		—		—			—			—			—
NT$-denominated debt:
Variable rate		—		—			—			—			—
Average interest rate		—		—			—			—			—
Fix rate		—		750			1,500			750			—
Interest rate		—		2.093	%		2.093	%		2.093	%		—
RMB-denominated debt:
Variable rate		—		—			—			—			—
Average interest rate		—		—			—			—			—
Fair value		—		749			1,497			747			—

Item 12. Description of Securities Other Than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None of these events occurred in any of the years ended December 31, 2005, 2006 and 2007.

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

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

Item 15. Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2007, an evaluation has been carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding the required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting

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

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

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007 using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2007. The effectiveness of internal control over financial reporting has been audited by PricewaterhouseCoopers, an independent registered public accounting firm, which also audited our consolidated financial statements for the year ended December 31, 2007, as stated in their report included on page F-2.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

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

Item 16B. Code of Ethics

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

Item 16C. Principal Accountant Fees and Services

PricewaterhouseCoopers has served as our independent public accountant for each of the fiscal years in the three-year period ended December 31, 2007, for which audited financial statements appear in this annual report.

The following table presents the aggregate fees for professional services and other services rendered by PricewaterhouseCoopers to us in 2006 and 2007.


	2006		2007		2007
	NT$ (in thousands)		NT$ (in thousands)		US$ (in thousands)

Audit Fees (1)		22,180		22,220		685.1
Audit-related Fees (2)		2,090		570		17.6
Tax Fees (3)		6,050		3,590		110.7

Total		30,320		26,380		813.4


(1)		Audit fees consist of fees billed for the audit or review of our annual financial statements, internal control over financial reporting, quarterly financial statements, and related statutory and regulatory filings.

(2)		Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above as “Audit Fees”, including consultations of financial accounting and reporting standards.

(3)		Tax fees include fees billed for tax compliance services and tax advice services.

Pre-approval Policies and Procedures

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

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

None.

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

None.

PART III

Item 17. Financial Statements

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

Item 18. Financial Statements

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


		Page

SILICONWARE PRECISION INDUSTRIES CO., LTD.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2006 and 2007		F-3
Consolidated Statements of Income for the Years Ended December 31, 2005, 2006 and 2007		F-5
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2005, 2006 and 2007.		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2006 and 2007		F-9
Notes to Consolidated Financial Statements		F-11

CHIPMOS TECHNOLOGIES INC.
Report of Independent Registered Public Accounting Firm		F-78
Consolidated Balance Sheets as of December 31, 2005 and 2006		F-79
Consolidated Income Statements for the Years Ended December 31, 2004, 2005 and 2006		F-81
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2004, 2005 and 2006		F-83
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2005 and 2006		F-84
Notes to Consolidated Financial Statements		F-86

Item 19. Exhibit Index


Exhibit
Number		Description of Exhibits

1.1		Articles of Incorporation of Siliconware Precision Industries Co., Ltd. (English translation) (1)

2.1		Form of the Second Amended and Restated Deposit Agreement among Siliconware Precision Industries Co., Ltd., Citibank, N.A. and Holders and Beneficial owners of American Depositary Shares issued thereunder, including the form of American Depositary Receipts (2)

4.1		Immunity Agreement with Motorola, Inc. (effective from November 5, 1996 to December 31, 2010) (3)

4.2		License Agreement with Flip Chip Technologies, L.L.C. (effective from November 28, 1999 to November 27, 2009) (4)

4.3		Joint Venture Agreement with Mosel Vitelic, Inc. (English translation) (5)

*8.1		List of Significant Subsidiaries of Siliconware Precision Industries Co., Ltd.

11.1		Code of Ethics (6)

*12.1		Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*12.2		Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*13.1		Certification by our Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*13.2		Certification by our Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*15.1		Consent of Independent Registered Public Accounting Firm


*		filed herewith.

(1)		Incorporated by reference to Exhibit 1.1 to our Year 2006 Form 20-F filed with the SEC on June 20, 2007.

(2)		Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.

(3)		Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.

(4)		Incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.

(5)		Incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.

(6)		Incorporated by reference to Exhibit 11.1 to our Year 2003 Form 20-F filed with the SEC on June 28, 2004.

SIGNATURES

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


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

Date: May 28, 2008

INDEX TO THE FINANCIAL STATEMENTS


	Page

SILICONWARE PRECISION INDUSTRIES CO., LTD.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2006 and 2007		F-3
Consolidated Statements of Income for the Years Ended December 31, 2005, 2006 and 2007		F-5
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2005, 2006 and 2007		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2006 and 2007		F-9
Notes to Consolidated Financial Statements		F-11

CHIPMOS TECHNOLOGIES INC.
Report of Independent Registered Public Accounting Firm		F-78
Consolidated Balance Sheets as of December 31, 2005 and 2006		F-79
Consolidated Income Statements for the Years Ended December 31, 2004, 2005 and 2006		F-81
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2004, 2005 and 2006		F-83
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2005 and 2006		F-84
Notes to Consolidated Financial Statements		F-86

F-1

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of Siliconware Precision Industries Co., Ltd. and its subsidiaries at December 31, 2007 and December 31, 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with “Rules Governing the Preparation of Financial Reports by Securities Issuers”, “Business Entity Accounting Law”, “Regulation on Business Entity Accounting Handling” and accounting principles generally accepted in the Republic of China (“ROC GAAP”). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits (which were integrated audits in 2007 and 2006). We did not audit the financial statements of ChipMOS Technologies Inc., an investee accounted for under the equity method, which statements reflect total assets of NT$38,635,027 thousand as of December 31, 2006, and total revenues of NT$19,824,561 thousand and NT$14,756,563 thousand for each of the two years in the period ended December 31, 2006. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for ChipMOS Technologies Inc., is based solely on the report of the other auditors. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the Republic of China. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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

As discussed in Note 3, commencing from January 1, 2005, the Company adopted Statement of Financial Accounting Standard No. 35, “Accounting for Asset Impairment” and amended Statement of Financial Accounting Standard No. 5, “Accounting for Long-term Equity Investment”, under which the Company ceased to delay in recognition of investment income of investees accounted for under the equity method until the subsequent year, and recognized investment income from all investees accounted for under the equity method based on investees’ audited financial statements for the same period. Commencing from January 1, 2006, the Company adopted amended Statement of Financial Accounting Standard No. 34, “Accounting for Financial Instruments”, and No. 36, “Disclosure and Presentation of Financial Instruments”.

Also discussed in Note 9, before January 1, 2005, the Company delayed recognition of investment income (loss) for certain investee companies accounted for under the equity method until subsequent year under ROC GAAP. Accordingly, investment income of NT$650,508 thousand was recognized as cumulative effects of changes in accounting principles based on the investees’ financial statements for the year ended December 31, 2004.

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

Taichung, Taiwan
Republic of China
May 23, 2008

F-2

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


	December 31,
	2006			2007
	NT$			NT$			US$
							(Note 2)

ASSETS
Current Assets
Cash (Note 4)		14,731,488			22,624,658			697,646
Notes receivable, net		41,111			116,622			3,596
Accounts receivable, net (Notes 5 and 25 )		9,182,701			11,257,006			347,117
Other financial assets, current (Notes 25 and 26)		677,241			688,105			21,218
Inventories (Note 6)		2,838,810			3,460,983			106,722
Deferred income tax assets, current (Note 22)		726,822			1,268,774			39,123
Other current assets — other		504,996			626,599			19,322

		28,703,169			40,042,747			1,234,744

Long-term Investments
Available-for-sale financial assets, noncurrent (Notes 7 and 30)		7,883,601			4,873,284			150,271
Financial assets carried at cost (Notes 8 and 30)		824,942			719,055			22,172
Long-term investment under the equity method (Note 9)		4,998,596			—			—

		13,707,139			5,592,339			172,443

Property, Plant and Equipment (Notes 10 and 25)
Cost:
Land		2,940,997			2,892,083			89,179
Buildings		7,922,133			9,594,035			295,839
Machinery and equipment		45,294,231			51,980,903			1,602,865
Utility equipment		845,050			1,023,203			31,551
Furniture and fixtures		663,820			819,737			25,277
Other equipment		1,876,598			2,087,567			64,371

		59,542,829			68,397,528			2,109,082
Less: Accumulated depreciation		(27,537,920	)		(31,986,343	)		(986,319	)
Construction in progress and prepayments for equipment		1,844,789			2,211,180			68,183

		33,849,698			38,622,365			1,190,946

Other Assets
Refundable deposits		11,122			10,457			322
Deferred charges		690,805			766,713			23,642
Deferred income tax asset, noncurrent (Note 22)		1,644,254			527,213			16,257
Other assets — other (Note 11)		385,191			211,252			6,515

		2,731,372			1,515,635			46,736

TOTAL ASSETS		78,991,378			85,773,086			2,644,869

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

(Continued)

F-3

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


	December 31,
	2006			2007
	NT$			NT$			US$
							(Note 2)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Short-term loans (Notes 12 and 30)		427,206			529,323			16,322
Notes payable		—			769			24
Accounts payable (Note 25)		4,116,616			6,430,221			198,280
Income tax payable (Note 22)		947,382			1,501,656			46,304
Accrued expenses (Note 25)		2,223,225			2,442,444			75,315
Other payables (Notes 13 and 25)		1,829,129			2,633,392			81,202
Current portion of long-term loans (Note 14)		18,687			—			—
Other current liabilities		400,285			141,516			4,364

		9,962,530			13,679,321			421,811

Long-term Liabilities
Bonds payable (Notes 14 and 30)		2,708,145			—			—
Long-term loans (Notes 15 and 30)		3,092,609			2,995,871			92,380

		5,800,754			2,995,871			92,380


Other Liabilities (Note 16)		291,881			189,740			5,851

Total Liabilities		16,055,165			16,864,932			520,042


Stockholders’ Equity
Capital stock (Notes 1 and 17)		28,877,574			30,734,245			947,711
Capital reserve (Note 18)
Additional paid in capital		12,526,844			14,456,352			445,771
Premium arising from merger		1,951,563			1,951,563			60,178
Other		167,246			250,709			7,731
Retained earnings (Note 19)
Legal reserve		2,003,494			3,340,131			102,995
Special reserve		50,029			—			—
Unappropriated earnings		13,413,928			17,761,366			547,683
Unrealized gain on available for sale financial assets		4,765,148			1,160,659			35,790
Cumulative translation adjustments		(22,276	)		84,926			2,619
Net loss not recognized as pension cost		(1,787	)		(37,613	)		(1,160	)
Treasury stock (Note 20)		(795,550	)		(794,184	)		(24,489	)

Total Stockholders’ Equity		62,936,213			68,908,154			2,124,827


Commitments and Contingencies (Note 27)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		78,991,378			85,773,086			2,644,869

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

F-4

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


	For the years ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$
										(Note 2)
Net Operating Revenues		43,487,877			57,125,920			66,177,329			2,040,621
Cost of Goods Sold (Note 25)		( 33,959,940	)		( 41,893,872	)		( 46,758,974	)		( 1,441,843	)

Gross Profit		9,527,937			15,232,048			19,418,355			598,778

Operating Expenses (Note 25)
Selling expenses		( 565,765	)		( 717,065	)		( 494,598	)		( 15,251	)
General and administrative expenses		( 855,917	)		( 1,078,217	)		( 1,441,499	)		( 44,450	)
Research and development expenses		( 857,730	)		( 1,194,178	)		( 1,287,951	)		( 39,715	)

		( 2,279,412	)		( 2,989,460	)		( 3,224,048	)		( 99,416	)

Operating Income		7,248,525			12,242,588			16,194,307			499,362

Non-operating Income and Gain
Interest income (Note 30 )		304,237			396,461			368,610			11,366
Investment income recognized under the equity method (Note 9)		447,950			1,153,630			246,410			7,598
Gain on disposal of investments (Note 9)		—			—			2,323,279			71,641
Others (Note 25)		548,813			703,427			689,309			21,255

		1,301,000			2,253,518			3,627,608			111,860

Non-operating Expenses and Losses
Interest expenses (Note 30)		( 241,578	)		( 130,443	)		( 90,294	)		( 2,785	)
Impairment loss (Notes 3 and 21)		( 202,650	)		( 27,013	)		—			—
Others (Note 25)		( 496,386	)		( 61,007	)		( 103,129	)		( 3,180	)

		( 940,614	)		( 218,463	)		( 193,423	)		( 5,965	)

Income from Continuing Operations Before Income Tax		7,608,911			14,277,643			19,628,492			605,257
Income Tax Expense (Note 22)		( 15,517	)		( 948,574	)		( 2,139,141	)		( 65,962	)

Income from Continuing Operations		7,593,394			13,329,069			17,489,351			539,295
Cumulative Effects of Changes in Accounting Principles (Note 3)		650,508			—			—			—

Net Income		8,243,902			13,329,069			17,489,351			539,295


	For the years ended December 31,
	2005		2006		2007
	NT$		NT$		NT$		US$
Basic Earnings Per Share ( in dollars ) (Note 23)
Income from continuing operations		2.93		5.09		6.51		0.20
Cumulative effects of changes in accounting principles		0.25		—		—		—

Net Income (Before Tax)		3.18		5.09		6.51		0.20

Net Income (After Tax)		3.17		4.75		5.80		0.18


Diluted Earnings Per Share ( in dollars ) (Note 23)
Income from continuing operations		2.77		4.78		6.48		0.20
Cumulative effects of changes in accounting principles		0.21		—		—		—

Net Income (Before Tax)		2.98		4.78		6.48		0.20

Net Income (After Tax)		2.98		4.47		5.77		0.18

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

F-5

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


														Unrealized Loss
	Capital Stock Issued						Retained Earnings							on Available-for-			Cumulative			Net Loss Not
	Shares								Special		Unappropriated			Sale Financial			Translation			Recognized as			Treasury
2005	(Thousand)		Capital Stock		Capital Reserve		Legal Reserve		Reserve		Earnings			Assets			Adjustments			Pension Cost			Stock			Total
			NT$		NT$		NT$		NT$		NT$			NT$			NT$			NT$			NT$			NT$
Balance at January 1, 2005		2,105,073		21,050,731		8,305,832		750,886		—		4,320,831			—			(141,053	)		—			(794,184	)		33,493,043
Appropriation for legal reserve		—		—		—		428,218		—		(428,218	)		—			—			—			—			—
Appropriation of special reserve		—		—		—		—		141,053		(141,053	)		—			—			—			—			—
Remuneration to directors and supervisors		—		—		—		—		—		(74,258	)		—			—			—			—			(74,258	)
Employees’ cash bonus		—		—		—		—		—		(175,927	)		—			—			—			—			(175,927	)
Employees’ stock bonus		18,766		187,655		—		—		—		(187,655	)		—			—			—			—			—
Cash dividends		—		—		—		—		—		(1,583,342	)		—			—			—			—			(1,583,342	)
Stock dividends		168,890		1,688,898		—		—		—		(1,688,898	)		—			—			—			—			—
Unrealized loss on available-for-sale financial assets		—		—		—		—		—		—			(737	)		—			—			—			(737	)
Conversion of Euro convertible bonds		26,934		269,342		494,719		—		—		—			—			—			—			—			764,061
Employee stock option exercised		9,257		92,567		28,890		—		—		—			—			—			—			—			121,457
Long-term investment adjustment for investee company’s additional paid-in capital		—		—		1,696		—		—		(41,705	)		—			—			—			—			(40,009	)
Long-term investment adjustment for investee company’s cumulative translation adjustments		—		—		—		—		—		(2,643	)		—			93,590			—			—			90,947
Long-term investment adjustment for investee company’s unrecognized pension cost		—		—		—		—		—		—			—			—			(1,828	)		—			(1,828	)
Long-term investment adjustment for investee company’s treasury stock variances		—		—		—		—		—		—			—			—			—			( 34,544	)		(34,544	)
Cash dividends for treasury stock held by subsidiaries		—		—		22,242		—		—		—			—			—			—			—			22,242
Net income		—		—		—		—		—		8,243,902			—			—			—			—			8,243,902

Balance at December 31, 2005		2,328,919		23,289,193		8,853,379		1,179,104		141,053		8,241,034			(737	)		(47,463	)		(1,828	)		(828,728	)		40,825,007

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

F-6

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


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

Balance at December 31, 2006		2,887,757		28,877,574		14,645,653		2,003,494		50,029			13,413,928			4,765,148			( 22,276	)		(1,787	)		( 795,550	)		62,936,213

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

F-7

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


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

Balance at December 31, 2007		3,073,425		30,734,245		16,658,624			3,340,131		—			17,761,366			1,160,659			84,926			(37,613	)		(794,184	)		68,908,154

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

F-8

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF DOLLARS)


	For the years ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$
										(Note 2)
Cash flows from operating activities
Net income		8,243,902			13,329,069			17,489,351			539,295
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		6,053,840			6,752,711			7,603,913			234,472
Amortization		518,024			541,718			564,893			17,419
Bad debts expense		2,911			11,982			8,800			271
Reversal of sales allowance		(25,457	)		(11,705	)		(19,532	)		(602	)
Gain on disposal of investments		(37,173	)		(82,908	)		(2,323,279	)		(71,640	)
Provision for (recovery of) loss on obsolescence and decline in market value of inventories		5,603			(2,329	)		18,471			570
Long-term investment income under the equity method		(1,098,458	)		(1,153,630	)		(246,410	)		(7,598	)
Cash dividends received from long-term investment under the equity method		198,805			175,742			—			—
Impairment loss		202,650			27,013			—			—
Investment loss		—			—			3,891			120
Gain on disposal of property, plant and equipment		(26,792	)		(45,268	)		(8,670	)		(267	)
Provision for loss on idle assets		68,766			27,672			48,528			1,496
Amortization of discount on long-term notes		1,712			6,537			62,790			1,936
Compensation interest on bonds payable		137,367			30,810			36			1
Foreign currency exchange loss (gain) on bonds payable		408,777			(113,157	)		34,880			1,075
(Increase) decrease in assets:
Notes receivable		(84,816	)		115,788			(75,511	)		(2,328	)
Accounts receivable		(3,767,018	)		336,037			(2,042,049	)		(62,968	)
Other financial assets, current		(435,260	)		131,029			53,214			1,641
Inventories		(831,822	)		(30,214	)		(635,695	)		(19,602	)
Deferred income tax assets		(159,586	)		97,824			575,077			17,733
Other current assets		(20,433	)		41,987			(132,388	)		(4,082	)
Increase (decrease) in liabilities:
Notes payable		4,509			(5,493	)		769			24
Accounts payable		3,020,326			(1,009,711	)		2,303,799			71,039
Income tax payable		116,664			794,366			554,274			17,091
Accrued expenses		593,046			561,278			221,131			6,819
Other payables		61,747			(368,631	)		413,761			12,758
Other current liabilities		60,690			94,763			(64,436	)		(1,987	)
Other liabilities		193			—			9,175			283
Accrued pension liabilities		1,900			(3,268	)		3,798			117

Net cash provided by operating activities		13,214,617			20,250,012			24,422,581			753,086

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

(Continued)

F-9

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(EXPRESSED IN THOUSANDS OF DOLLARS)


	For the years ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$
										(Note 2)
Cash flows from investing activities
Refund of (payment for) security deposits		34,295			9,200			(52,395	)		(1,616	)
Decrease of financial assets at fair value through profit or loss, current		1,956,250			—			—			—
(Increase) decrease of financial assets carried at cost		—			(687,840	)		9,163			283
Purchase of available for sale financial assets		—			—			(2,523,529	)		(77,815	)
Purchase of long-term investments under equity method		(6,334	)		—			—			—
Proceeds from disposal of long-term investments		303,477			91,386			9,563,882			294,909
Acquisition of property, plant and equipment		(8,244,928	)		(11,038,964	)		(12,151,393	)		(374,696	)
Proceeds from disposal of property, plant and equipment		58,090			268,735			397,046			12,243
Payment for deferred charges		(502,050	)		(468,465	)		(638,421	)		(19,686	)
Receipt of (payment for) refundable deposits		4,243			(1,191	)		683			21

Net cash used in investing activities		(6,396,957	)		(11,827,139	)		(5,394,964	)		(166,357	)


Cash flows from financing activities
Proceeds from short-term loans		93,768			331,107			73,745			2,274
Repayment of long-term loans		(3,216,965	)		(2,046,184	)		(166,443	)		(5,132	)
Redemption of bonds payable		(800,000	)		—			(18,945	)		(584	)
Receipt (repayment) of deposit-in		199,945			256,453			(340,983	)		(10,515	)
Proceeds from the exercise of employee stock option		121,457			147,470			94,485			2,914
Remuneration to directors and supervisors		(74,258	)		(149,324	)		(120,798	)		(3,725	)
Payment for cash dividends and employees’ bonuses		(1,759,232	)		(4,579,452	)		(10,677,739	)		(329,255	)

Net cash used in financing activities		(5,435,285	)		(6,039,930	)		(11,156,678	)		(344,023	)

Effect on foreign currency exchange		36,065			7,712			22,231			685

Net increase in cash		1,418,440			2,390,655			7,893,170			243,391
Cash at the beginning of the year		10,922,393			12,340,833			14,731,488			454,255

Cash at the end of the year		12,340,833			14,731,488			22,624,658			697,646


Supplemental disclosures of cash flow information:
Cash paid for interest (excluding capitalized interest)		162,849			134,525			91,459			2,820

Cash paid for income tax		14,978			51,222			994,542			30,667


Supplemental disclosures of partial cash paid for investing activities:
Acquisition of property, plant and equipment		9,200,968			10,703,697			12,540,792			386,704
Add: Payable at the beginning of the year		706,339			1,662,379			1,327,112			40,922
Less: Payable at the end of the year		(1,662,379	)		(1,327,112	)		(1,716,511	)		(52,930	)

Cash paid		8,244,928			11,038,964			12,151,393			374,696

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

F-10

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

History and Organization

	(1)		Siliconware Precision Industries Co., Ltd. (the “Company”) was incorporated as a company limited by shares under the Company Law of the Republic of China (ROC) in May 1984 and was listed on the Taiwan Stock Exchange in April 1993. As of December 31, 2007, issued common stock was NT$30,734,245. The Company is mainly engaged in the assembly, testing and turnkey services of integrated circuits. As of December 31, 2007, the Company and its subsidiaries had 16,071 employees.

	(2)		Consolidated subsidiaries


			% of ownership held by the
			named investors as of December 31,
Name of investor	Name of subsidiaries	Main operating activities	2006			2007
The Company	Siliconware Investment Company Ltd.	Investment activities		100	%		100	%

The Company	SPIL (B.V.I.) Holding Limited	Investment activities		100	%		100	%

SPIL (B.V.I.) Holding Limited	Siliconware USA, Inc.	Communications and relationship maintenance with companies headquartered in North America		100	%		100	%

SPIL (B.V.I.) Holding Limited	SPIL (Cayman) Holding Limited	Investment activities		100	%		100	%

SPIL (Cayman) Holding Limited	Siliconware Technology (Suzhou) Limited	Manufacturing and processing of modules, flash memory cards and related products; assembly and testing of integrated circuits		100	%		100	%

	(3)		Non-consolidated subsidiaries:

			None.

	(4)		Adjustments for subsidiaries with different accounting periods:

			Not applicable.

	(5)		Extraordinary risks from foreign subsidiaries:

			Not applicable.

	(6)		Material limitations for capital transfer from the subsidiaries to the parent company:

			Not applicable.

2.		Summary of Significant Accounting Policies

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

F-11

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

and consolidated financial position also expressed in New Taiwan dollars, as of December 31, 2006 and 2007 to the extent summarized in Note 33 to the consolidated financial statements.

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

Basic of Consolidation

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

Use of Estimates

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

Translation of Foreign Currency Transactions on Subsidiaries’ Financial Statements

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

Foreign Currency Transactions

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

Convenience Translation into US Dollars

The Company maintains its accounting records and prepares its financial statements in New Taiwan (“NT”) dollars. The United States (“US”) dollar amounts disclosed in the 2007 financial statements are presented solely for the convenience of the reader and were translated at the rate of NT$32.43 (in dollars) to US$1.00 (in dollars), the U.S. Federal Reserve Bank of New York noon buying exchange rate on December 31, 2007. Such translation amounts are unaudited and should not be construed that the NT dollar amounts represent, or have been, or could be, converted into US dollars at that or any other rate.

F-12

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

Classification of current and non-current assets /liabilities

Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

	(1)		Assets arising from operating activities that are expected to be realized or consumed, or are intended to be sold within the normal operation cycle;

	(2)		Assets held mainly for trading purposes;

	(3)		Assets that are expected to be realized within twelve months from the balance sheet date;

	(4)		Cash or cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

	(1)		Liabilities arising from operating activities that are expected to be paid off within the normal operating cycle;

	(2)		Liabilities arising mainly from trading activities;

	(3)		Liabilities that are to be paid off within twelve months from the balance sheet date;

	(4)		Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date.

Accounts Receivable

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

Allowance for Doubtful Accounts

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

Allowance for Sales Discounts

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

Inventories

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

F-13

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

Available-for-sale securities

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

Financial assets carried at cost

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

Long-term Investments Accounted for under Equity Method

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

	B.		Unrealized gains and losses from transactions between the Company and investee companies accounted for under the equity method are deferred. Profit (loss) from sales of depreciable assets between the investee and the Company is amortized to income over the assets’ economic service lives. Unrealized gain from other types of intercompany transactions is reported as deferred credits classified as current or non-current liabilities.

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

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

Property, Plant and Equipment

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

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

F-14

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

lives of fixed assets are 3 to 25 years, except for buildings, which are 35 to 55 years.

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

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

Deferred Charges

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

Land Use Right

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

Bonds Payable

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

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

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

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

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

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

F-15

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

Pension Cost

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

Income Tax

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

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

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

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

	E.		Pursuant to the ROC Alternative Minimum Tax Act effective on January 1, 2006, the domestic consolidated entities are required to calculate Alternative Minimum Tax (AMT), a supplemental 10% tax on taxable income including most income that is exempted from regular income tax under various legislations, in addition to the regular tax. If the amount of alternative minimum tax is greater than that of the regular tax, the excess amount shall be reported as current tax expense.

Revenue Recognition

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

Research and Development

Research and development costs are expensed as incurred.

Employee Stock Option Plan

According to Interpretation letter ref. (92) 072, “Accounting for Employee Stock Option Plans”, issued by the Accounting Research and Development Foundation, or “ARDF”, the Company adopts intrinsic value method for the recording of compensation expenses.

F-16

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

Treasury Stock

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

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

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

Earnings Per Share

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

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

Impairment Loss of Non-financial Assets

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

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

Effects of Changes in Accounting Principle

Effective January 1, 2005, the Company adopted Statement of Financial Accounting Standards No. 35, “Accounting for Assets Impairment” in the Republic of China. As a result of the adoption of SFAS No. 35, total assets and shareholders’ equity decreased by NT$163,650 as of December 31, 2005 and net income decreased by NT$163,650 for the year ended December 31, 2005. As a result of recognition of impairment loss, basic earnings per share decreased by NT$0.07 (in dollars) for the year ended December 31, 2005.

F-17

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

	B.		Effective January 1, 2005, the Company ceased to delay in recognizing investment income (loss) from certain equity-method investees in accordance with the amended Statement of Financial Accounting Standards No. 5, “Accounting for Long-term Equity Investment” in the Republic of China. The cumulative effect attributable to this change in accounting principle for the year ended December 31, 2005 was NT$650,508, which was based on the investees’ financial statements for the year ended December 31, 2004.

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

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

Cash


	December 31,
	2006		2007
	NT$		NT$

Cash on hand and petty cash		1,967		2,029
Savings accounts and checking accounts		900,744		1,659,703
Time deposits		13,828,777		20,962,926

		14,731,488		22,624,658

As of December 31, 2006 and 2007, the interest rates for time deposits ranged from 1.16% to 5.34% and from 1.56% to 4.90%, respectively.

Accounts Receivable, Net


	December 31,
	2006			2007
	NT$			NT$

Accounts receivable		9,262,446			11,326,063
Less: Allowance for sales discounts		(55,475	)		(35,943	)
Allowance for doubtful accounts		(24,270	)		(33,114	)

		9,182,701			11,257,006

F-18

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

Inventories


	December 31,
	2006			2007
	NT$			NT$

Raw materials and supplies		2,495,977			2,876,326
Work in process		305,710			414,088
Finished goods		84,910			236,954

		2,886,597			3,527,368
Less: Allowance for loss on obsolescence and decline in market value of inventories		(47,787	)		(66,385	)

		2,838,810			3,460,983

Available-for-sale Financial Assets — Noncurrent


	December 31,
	2006		2007
	NT$		NT$

Cost of listed securities		3,118,283		3,992,468
Valuation adjustment		4,765,318		880,816

		7,883,601		4,873,284

Financial Assets Carried at Cost — Noncurrent


	December 31,
	2006		2007
	NT$		NT$

Unlisted securities		824,942		719,055

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

Long-term Investments Accounted for Under The Equity Method

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


	December 31,
	2006						2007
				Percentage of						Percentage of
Investee company	Amount			ownership			Amount			ownership
	NT$						NT$

Equity methods:
ChipMOS Technologies Inc.		4,998,596			28.76	%		—			—
Double Win Enterprise Co., Ltd.		84,450			24.14	%		84,450			24.14	%

		5,083,046						84,450
Less : Accumulated impairment loss		(84,450	)					(84,450	)

		4,998,596						—

F-19

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

	B.		Commencing from January 1, 2002, with the approval from ROC Securities and Futures Commission, or “SFB”, recognition of investment income (loss) had been delayed until the subsequent year. However, since January 1, 2005, the delay recognization of investment income is no longer allowed persuant to SFAS No. 5. The recognition of investment income (loss) for ChipMOS Technologies Inc. (“ChipMOS”) and Double Win Enterprise Co., Ltd. (“Double Win”), investees accounted for under the equity method, were delayed until the subsequent year before 2005. Therefore, the Company recognized investment income of NT$650,508 as cumulative effects of changes in accounting principles for the year ended December 31, 2005 based on ChipMOS’s and Double Win’s audited financial statements for the year ended December 31, 2004.

	C.		At March 1, 2005, Universal Communication Technology Inc. (“Universal”) merged with Sigurd Microelectronics Corp. (“Sigurd”). Universal was dissolved as a result of this transaction and the Company obtained 6,595 thousand shares of Sigurd’s common shares. For the year ended December 31, 2005, the investment loss of NT$9,775 was recognized based on Universal’s unaudited financial statements for two months ended February 28, 2005.

	D.		For the years ended December 31, 2005, 2006 and 2007, the Company recognized investment income of NT$485,503, NT$1,153,630 and NT$246,410, respectively, for all other investees accounted for under the equity method based on investees’ audited financial statements for the same periods.

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

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

F-20

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

10.

Property, Plant and Equipment


	December 31, 2006
			Accumulated
	Cost		depreciation			Book value
	NT$		NT$			NT$

Land		2,940,997		—			2,940,997
Buildings		7,922,133		( 2,139,091	)		5,783,042
Machinery and equipment		45,294,231		( 23,649,108	)		21,645,123
Utility equipment		845,050		( 413,059	)		431,991
Furniture and fixtures		663,820		( 363,940	)		299,880
Other equipment		1,876,598		( 972,722	)		903,876
Construction in progress and prepayments for equipment		1,844,789		—			1,844,789

		61,387,618		( 27,537,920	)		33,849,698


	December 31, 2007
			Accumulated
	Cost		depreciation			Book value
	NT$		NT$			NT$

Land		2,892,083		—			2,892,083
Buildings		9,594,035		( 2,577,486	)		7,016,549
Machinery and equipment		51,980,903		( 27,322,744	)		24,658,159
Utility equipment		1,023,203		( 488,759	)		534,444
Furniture and fixtures		819,737		( 453,303	)		366,434
Other equipment		2,087,567		( 1,144,051	)		943,516
Construction in progress and prepayments for equipment		2,211,180		—			2,211,180

		70,608,708		( 31,986,343	)		38,622,365

For the years ended December 31, 2005, 2006 and 2007, total interest expense amounted to NT$261,252, NT$131,404 and NT$94,754, respectively, of which NT$19,674, NT$961 and NT$4,460 was capitalized to property, plant and equipment. The interest rates used to calculate the capitalized interest were 1.22%, 6.156 % and 6.156% in the respective periods.

11.		Other Assets — Other

		As of December 31, 2006, the cost of the land registered under an officer’s name was NT$108,087. The title of the land aforementioned was transferred to the Company on April 19, 2007.

F-21

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

12.

Short-term Loans


	December 31,
Nature of loans	2006			2007
	NT$			NT$

Credit loans		427,206			529,323

Interest rates		4.86%~5.99	%		5.99%~7.00	%

13.

Other Payables


	December 31,
	2006		2007
	NT$		NT$

Payables for equipment		1,326,811		1,716,511
Other payables		502,318		916,881

		1,829,129		2,633,392

14.

Bonds Payable


	December 31,
	2006			2007
	NT$			NT$

Euro convertible bonds payable		2,724,455			—
Add: Compensation interest payable		2,377			—

		2,726,832			—

Less: Current portion of long-term bonds payable		(18,687	)		—

		2,708,145			—

	A.		On January 28, 2002, the Company issued five-year (from January 28, 2002 to January 28, 2007) zero coupon Euro Convertible bonds amounting to US$200,000 listed on the Luxembourg Stock Exchange. As of December 31, 2006, the principal amount of unconverted bonds aforementioned was US$500. As of December 31, 2007, all of the convertible bonds issued in 2002 have been converted into common stocks, redeemed, or retired after repurchased from the market.

	B.		On February 5, 2004, the Company issued five-year (from February 5, 2004 to February 5, 2009) zero coupon Euro Convertible bonds amounting to US$200,000 listed on the Luxembourg Stock Exchange. As of December 31, 2006, the principal amount of unconverted bonds aforementioned was US$83,021. As of December 31, 2007, all of the convertible bonds issued in 2004 have been converted into common stocks or redeemed.

	C.		According to Interpretation letter ref. (95) 078, “Compound Financial Instrument with Multiple Embedded Derivatives Issue”, issued by ARDF, the Company decides not to bifurcate the embedded derivatives from their host contacts issued on or prior to December 31, 2005.

F-22

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

15.

Long-term Loans


		December 31,
Nature of loans	Repayment period	2006			2007
		NT$			NT$

Commercial papers	Repayable in 4 semi-annual installments from November 2009		3,000,000			3,000,000
Secured loans	Repayable in August 2011		104,135		—

			3,104,135			3,000,000
Less: Discount on commercial paper			(11,526	)		(4,129	)

			3,092,609			2,995,871


Interest rates			2.093%~6.156	%		2.093	%

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

16.

Pension Plan and Net Periodic Pension Cost

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

	B.		In accordance with the Labor Pension Act, effective July 1, 2005, the Company has a defined contribution pension plan covering employees (excluding foreign employees) who chose to be subject to the pension mechanism under this Act. The Company makes monthly contributions to the employees’ individual pension accounts on a basis no less than 6% of each employee’s monthly salary or wage. The principal and accrued dividends from an employee’s personal pension account are claimed monthly or in full at one time. Under this pension plan, net pension periodic costs amounting to NT$101,629, NT$245,742 and NT$275,976 were recognized for the years ended December 31, 2005, 2006 and 2007, respectively.

F-23

The following tables set forth the actuarial assumptions, funded status and amounts recognized for the Company’s defined benefit pension plan pursuant to ROC Statement of Financial Accounting Standards No. 18:

(1)

Assumptions used in actuarial calculations for the years ended December 31, 2005, 2006 and 2007:


	For the years ended December 31,
	2005			2006			2007
Discount rate		3.00	%		3.25	%		2.75	%

Long-term rate of compensation increase		2.00	%		2.00	%		2.00	%

Expected rate of return on plan assets		3.00	%		3.25	%		3.00	%


	December 31,
	2006			2007
	NT$			NT$

Vested benefit		(40,207	)		(39,213	)

Vested benefit obligation		(39,145	)		(34,739	)

Accumulated benefit obligation		(974,226	)		(1,130,091	)

(2)

Changes in benefit obligation for the years ended December 31, 2006 and 2007:


	For the years ended December 31,
	2006			2007
	NT$			NT$

Projected benefit obligation at the beginning of the year		(1,193,899	)		(1,346,909	)
Service cost		(37,095	)		(36,639	)
Interest cost		(38,802	)		(43,775	)
Loss on projected benefit obligation		(80,790	)		(198,886	)
Benefit paid		3,677			5,427

Projected benefit obligation at the end of the year		(1,346,909	)		(1,620,782	)

(3)

Changes in plan assets during the years ended to December 31, 2006 and 2007:


	For the years ended December 31,
	2006			2007
	NT$			NT$

Fair value of plan assets at the beginning of the year		905,531			981,249
Actual return on plan assets		23,270			28,022
Employer contributions		56,125			55,195
Benefits paid		(3,677	)		(5,427	)

Fair value of plan assets at the end of the year		981,249			1,059,039

F-24

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

(4)

Funded status at December 31, 2006 and 2007:


	December 31,
	2006			2007
	NT$			NT$
Fair value of plan assets		981,249			1,059,039
Projected benefit obligation		(1,346,909	)		(1,620,782	)

Funded status		(365,660	)		(561,743	)
Unrecognized transition assets		(3,651	)		(2,738	)
Unrecognized net actuarial loss		339,675			531,042
Additional pension liability		—			(37,613	)

Accured pension cost		(29,636	)		(71,052	)

(5)

Components of net periodic cost for the years ended December 31, 2005, 2006 and 2007:


	For the years ended December 31,
	2005			2006			2007
	NT$			NT$			NT$
Service cost		85,852			37,095			36,639
Interest cost		32,987			38,802			43,775
Expected return on plan assets		(25,150	)		(29,430	)		(31,891	)
Recognition of transition assets		(913	)		(913	)		(913	)
Recognition of actuarial loss		6,160			7,408			11,388

Net periodic cost		98,936			52,962			58,998

	D.		SUI has established a 401(K) pension plan covering substantially all employees. The Plan provides voluntary salary reduction contributions by eligible participants in accordance with Section 401(K) of the Internal Revenue Code, as well as discretionary matching contributions determined annually by its Board of Directors from SUI to its employees’ individual pension accounts. The contribution in accordance with the Plan amounted NT$6,181, NT$7,312 and NT$8,188, respectively, for the years ended December 31, 2005, 2006 and 2007.

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

17.

Capital Stock

	A.		As of December 31, 2007, the authorized capital of the Company was NT$36,000,000, represented by 3,600,000,000 common shares with par value of NT$10 (in dollars) per share. As of December 31, 2007, issued common stock was NT$30,734,245.

	B.		On June 13, 2007, the stockholders of the Company resolved to capitalize the unappropriated earnings of NT$586,726 and the employee bonus of NT$352,035 by issuing 93,876 thousand new shares. Registration for the capitalization has been completed.

F-25

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

The Company issued 1,500,000 American Depositary Shares (“ADSs”), represented by 30,000,000 units of ADSs, in June 2000. Each ADS represents five shares of common stock of the Company with an offering price of US$8.49 per ADS. As of December 31, 2007, the outstanding ADSs amounted to 123,803,014 units. Major terms and conditions of the ADSs are summarized as follows:

	(1)		Voting Rights

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

	(2)		Distribution of Dividends

			ADS holders are deemed to have the same rights as holders of common shares with respect to the distribution of dividends.

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

(1)

For the years ended December 31, 2005, 2006 and 2007, details of the employee stock option granted, exercised and canceled and exercise price of the employee stock option are as follows: (Numbers of options are presented in thousands)


				Weighted
	Number			average
	of options			exercise price
				NT$
Outstanding options at January 1, 2005		35,828			13.76
Granted		(9,257	)		13.12
Forfeited/cancelled		(223	)		15.10

Outstanding options at December 31, 2005		26,348			11.95
Exercised		(13,174	)		11.23
Forfeited/cancelled		(543	)		11.07

Outstanding options at December 31, 2006		12,631			9.25
Exercised		(11,080	)		5.74
Forfeited/cancelled		(37	)		5.78

Outstanding options at December 31, 2007		1,514			5.83

(2)

As of December 31, 2007, the details of the outstanding employee stock option were as follows: (Numbers of options are presented in thousands)

Options granted

Options vested

Weighted average

Weighted

Number of

remaining contractual

average

Number of

average

Exercise price

options

life

exercise price

options

exercise price

NT$

5.7~6.2

1,514

0.19 Year

5.83

1,514

5.83

F-26

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

18.

Capital Reserve

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

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

19.

Retained Earnings

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

	(1)		Pay all taxes and duties;

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

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

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

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

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

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

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

	E.		The Taiwan imputation tax system requires that any undistributed current earnings of a company derived on or after January 1, 1998 be subject to an additional 10% corporate income tax if the earnings are not distributed in the following year. As of December 31, 2007, the undistributed earnings derived on or after January 1, 1998 was NT$17,761,366.

	F.		As of December 31, 2007, the balance of stockholders’ imputation tax credit account of the Company was NT$53,475. The rate of stockholders’ imputation tax credit to undistributed earnings accumulated in 1998

F-27

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

			and thereafter was approximately 0.3%. However, the rate is subject to changes based on the balance of stockholders’ imputation tax credit account, the undistributed earnings, and other tax credit amount in accordance with the ROC tax law at the dividend allocation date. The rate of stockholders’ imputation tax credit to undistributed earnings for the earnings distributed in the current year is 7.62%.

	G.		On June 13, 2005, the stockholders of the Company resolved to distribute stock dividends of NT$1,688,898 and cash dividends of NT$1,583,342, respectively. The total amount of dividends per share, including stock dividends of NT$0.8 (in dollars) per share and cash dividends of NT$0.75 (in dollars) per share, was NT$1.55 (in dollars).

	H.		On June 12, 2006, the stockholders of the Company resolved to distribute stock dividends of NT$2,410,149 and cash dividends of NT$4,169,558, respectively. The total amount of dividends per share, including stock dividends of NT$0.96 (in dollars) per share and cash dividends of NT$1.66 (in dollars) per share, was NT$2.62 (in dollars).

	I.		On June 13, 2007, the stockholders of the Company resolved to distribute stock dividends of NT$586,726 and cash dividends of NT$9,974,332, respectively. The total amount of dividends per share, including stock dividends of NT$0.20 (in dollars) per share and cash dividends of NT$3.35 (in dollars) per share, was NT$3.55 (in dollars).

	J.		The Company’s earnings distribution of 2006 for employee bonuses and directors’ and supervisors’ remunerations were as follow:


	The amount of the actual
	earnings distributions
	approved by shareholders in 2007
	NT$
(a) The amount of the retained earnings distributed
1. Employees’ cash bonuses	$	821,415

2. Employees’ stock bonuses
(i) Shares (in thousands of shares)		35,204

(ii) Amounts	$	352,035

(iii)As a percentage of outstanding common shares		1.3	%

3. Directors’ and supervisors’ remunerations	$	821,415

(b) Informations regarding earnings per common share (in dollors)
1. Original earnings per common share (note 1)	$	4.91

2. Adjusted earnings per common share (note 2)	$	4.43


Note 1:		Not retroactively adjusted by the common shares issued on capitalization of earnings in 2007.

Note 2:		Adjusted earnings per share = (Net income — Employees’ bonus — Remunerations to directors and supervisors) / Weighted average oustanding common shares.

20.		Treasury Stock

		As of December 31, 2007, Siliconware Investment Company Ltd., the subsidiary of the Company, holds 35,870 thousand shares of the Company’s stock, with book value of NT$22.14 (in dollars) per share. None of treasury stock held by the subsidiary was sold for the year ended December 31, 2007. The closing price of the Company’s stock was NT$58.3 (in dollars) per share on December 31, 2007.

F-28

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

21.		Impairment of Assets

		Effective January 1, 2005, the Company adopted ROC Statement of Financial Accounting Standards No. 35, “Accounting for Impairment of Assets”. For the years ended December 31, 2005, 2006, and 2007, the Company recognized asset impairment losses of NT$202,650, NT$27,013 and nil as follows:


	Impairment loss on long-term investment
	For the years ended December 31,
	2005		2006		2007
	NT$		NT$		NT$
Recognized in income statement		202,650		27,013		—

Recognized in shareholders’ equity		—		—		—

	A.		Impairment loss of NT$79,200 recognized for the year ended December 31, 2005 for long-term investment in Universal, which was triggered by the merger with Sigurd and the investment’s carrying amount exceeded the recoverable amount.

	B.		Impairment loss of NT$84,450 recognized for the year ended December 31, 2005 for long-term investment in Double Win. The management believed the impairment loss was triggered by the downturn of the overall market and industry where Double Win operated, as well as the fact that Double Win withdrew from public trading in 2005.

	C.		For the year ended December 31, 2005, SPIL (B.V.I) Holding Limited, a subsidiary of the Company, recognized an impairment loss of NT$39,000 due to the write-off of goodwill derived from the merger with SUI.

	D.		For the year ended December 31, 2006, Siliconware Investment Company Ltd. and SPIL (B.V.I) Holding Limited, subsidiaries of the Company, recognized a total amount of impairment loss of NT$27,013.

F-29

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

22.		Income Tax

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


	December 31,
	2005			2006			2007
	NT$			NT$			NT$
Income tax expense calculated at the statutory tax rate (25%)		2,083,671			3,613,846			5,007,546
Tax exempt income and other permanent differences		(780,039	)		(1,518,940	)		(2,007,161	)
Investment tax credits		(834,025	)		(1,147,432	)		(931,664	)
Tax on interest income separately taxed		1,006			—			—
Changes in valuation allowance for deferred tax assets		(579,627	)		(28,798	)		25,673
Prior year’s under provision		112,570			29,898			11,191
Additonal 10% tax on undistributed earnings		11,961			—			33,556

Income tax expense		15,517			948,574			2,139,141
Adjustments:
Net change of deferred tax assets		272,156			(102,987	)		(575,108	)
(Increase) decrease in income tax payable		(112,570	)		127,778			(9,725	)
Tax on interest income separately taxed		(1,006	)		—			—
Prepaid and withholding tax		(25,176	)		(49,487	)		(52,652	)
Subsidiary’s tax (refund receivable) payable		(12,510	)		6,899			—

Income tax payable		136,411			930,777			1,501,656

Income tax payable (refund receivable) carried over from prior year		16,605			16,605			(17,728	)

	A.		For the years ended December 31, 2005, 2006 and 2007, significant portion of the permanent differences are derived from the income tax exemption of capital gain resulted from the security transactions, long-term investment income accounted for under the equity method, and the revenue from assembly of certain integrated circuit products exempted from income tax.

	B.		As of December 31, 2006 and 2007, deferred tax assets and liabilities were as follows:


	December 31,
	2006			2007
	NT$			NT$
Deferred tax assets, current		726,963			1,273,935
Deferred tax liabilities, current		—			—

		726,963			1,273,935
Valuation allowance for deferred tax assets		(141	)		(5,161	)

		726,822			1,268,774


Deferred tax assets, noncurrent		1,991,506			864,466
Deferred tax liabilities, noncurrent		(172,909	)		(147,425	)

		1,818,597			717,041
Valuation allowance for deferred tax assets		(174,343	)		(189,828	)

		1,644,254			527,213

F-30

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

The details of deferred tax assets and liabilities as of December 31, 2006 and 2007 were as follows:


	December 31,
	2006						2007
	Amount			Tax effect			Amount			Tax effect
	NT$			NT$			NT$			NT$

Current
Temporary differences
Unrealized loss on obsolescence and decline in market value of inventories		56,715			14,179			80,413			20,103
Compensation interest from bonds payable		2,377			594			—			—
Unrealized loss on sales allowance		55,475			13,868			35,943			8,986
Unrealized foreign exchange (gain) loss		(7,370	)		(1,842	)		4,137			1,034
Allowance for doubtful accounts		23,904			5,976			—			—
Others		8,752			2,188			6,606			1,651
Loss carryforwards		—			—			20,643			5,161
Investment tax credits					692,000						1,237,000

					726,963						1,273,935
Allowance for deferred tax assets					(141	)					(5,161	)

					726,822						1,268,774


Noncurrent
Temporary difference
Unrealized loss on long-term investments		78,303			19,576			66,044			16,511
Depreciation expense		(639,742	)		(159,936	)		(589,700	)		(147,425	)
Unrealized foreign currency exchange gain arising from bonds payable		(51,892	)		(12,973	)		—			—
Unrealized loss on idle assets		259,203			64,801			296,798			74,199
Others		11,895			2,974			2,618			655
Loss carryforwards		120,850			30,212			95,338			23,834
Investment tax credits					1,873,943						749,267

					1,818,597						717,041
Allowance for deferred tax assets					(174,343	)					(189,828	)

					1,644,254						527,213

			Valuation allowance for deferred tax assets relates primarily to allowance for investment tax credits.

	D.		The Company’s income tax returns have been assessed and approved by the Tax Authority through 2005.

	E.		The income tax returns of Siliconware Investment Company Ltd. have been assessed and approved by the Tax Authority through 2005.

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

F-31

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

relation to the reinvested amount. Effective January 1, 2008, the Income Tax Law of the Peoples Republic of China has adopted the corporate income tax rate of 25% and required the commencement of two years’ exemption from income taxes followed by three years of a 50% tax reduction in 2008. In addition, the favorable tax treatment of 40% tax refund aforementioned was canceled effective 2008.

As of December 31, 2007, the Company’s unused portion of investment tax credits, under the “Statue for Upgrading Industries”, were as follows:

Deductible

Unused

Expiration

Nature of investment tax credit

amount

Years

NT$

Acquisition cost of qualifying machinery and equipment

2,596,511

1,238,852

2008 to 2011

Qualifying research and development expenditure

898,290

747,415

2008 to 2011

3,494,801

1,986,267

As of December 31, 2007, the unused loss carryforwards of Siliconware Investment Company Limited, under the “Statue for Upgrading Industries”, were as follows:


	Deductible		Expiration
Years of Loss Incurred	Amount		Years		Status
	NT$
2003		20,643		2008	Assessed amount
2006		95,338		2011	Filing amount

		115,981

	I.		The Company has met the requirement of Statute for Upgrading Industries for its capitalization plans in 1999, 2000, and 2004 and is exempted from income tax for revenues arising from the assembly and testing of certain integrated circuit products for a five-year period from 2004 and 2006, respectively. The 5-year income tax exemption will expire in December 2008 and 2010, respectively.

			Also, the Industrial Development Bureau of Ministry of Economic Affairs has issued permission for the 5-year income tax exemption of the Company’s 2006 registered capitalization plan in 2007 and the certification for the completion of 5-year income tax exemption of 2005 capitalization plan in 2008.

F-32

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

23.

Earnings Per Share


	For the year ended December 31, 2005
					Weighted
					average
	Income				outstanding		Earnings per share
	Before tax		After tax		common stock		Before tax		After tax
	NT$		NT$		(in thousand)		NT$ (in dollars)
Basic earnings per share
Income from continuing operations		7,608,911		7,593,394				2.93		2.92
Cumulative effects of changes in accounting principles		650,508		650,508				0.25		0.25

Net income		8,259,419		8,243,902		2,597,034		3.18		3.17

Dilutive effect of employee stock option		—		—		20,920
Dilutive effect of 2nd Euro convertible bonds		396,552		424,053		212,620
Dilutive effect of 3rd Euro convertible bonds		368,262		349,696		195,118

Diluted earnings per share		9,024,233		9,017,651		3,025,692		2.98		2.98


	For the year ended December 31, 2006
					Weighted
					average
	Income				outstanding		Earnings per share
	Before tax		After tax		common stock		Before tax		After tax
	NT$		NT$		(in thousand)		NT$ (in dollars)
Basic earnings per share
Net income		14,277,643		13,329,069		2,803,404		5.09		4.75

Dilutive effect of employee stock option		—		—		13,055
Dilutive effect of 3rd Euro convertible bonds		22,562		33,421		174,143

Diluted earnings per share		14,300,205		13,362,490		2,990,602		4.78		4.47

F-33

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


	For the year ended December 31, 2007
					Weighted
					average
	Income				outstanding		Earnings per share
	Before tax		After tax		common stock		Before tax		After tax
	NT$		NT$		(in thousand)		NT$ (in dollars)
Basic earnings per share
Net income		19,628,492		17,489,351		3,016,887		6.51		5.80

Dilutive effect of employee stock option		—		—		3,535
Dilutive effect of 3rd Euro convertible bonds		51,606		51,365		18,942

Diluted earnings per share		19,680,098		17,540,716		3,039,364		6.48		5.77

The weighted average treasury stock held by SPIL and the subsidiary has been deducted in the calculation of weighted average outstanding common stock for the years ended December 31, 2005, 2006 and 2007. The basic and diluted earnings per share for the years ended December 31, 2005 and 2006 were retroactively adjusted for all subsequent stock dividends and employees’ stock bonus.

24.

Personnel Costs, Depreciation and Amortization


	For the year ended December 31, 2005
	Operating		Operating
	costs		expenses		Total
	NT$		NT$		NT$
Personnel costs
Payroll		4,097,484		1,145,219		5,242,703
Labor and health insurance		289,956		80,644		370,600
Pension expense		160,601		46,144		206,745
Others		493,121		72,690		565,811

		5,041,162		1,344,697		6,385,859

Depreciation		5,896,261		157,579		6,053,840

Amortization		342,091		141,039		483,130


	For the year ended December 31, 2006
	Operating		Operating
	costs		expenses		Total
	NT$		NT$		NT$
Personnel Cost
Payroll		5,280,258		1,337,313		6,617,571
Labor and health insurance		414,906		104,812		519,718
Pension expense		245,299		60,541		305,840
Other		597,393		102,805		700,198

		6,537,856		1,605,471		8,143,327

Depreciation		6,579,537		173,174		6,752,711

Amortization		358,635		167,361		525,996

F-34

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


	For the year ended December 31, 2007
	Operating costs		Operating expenses		Total
	NT$		NT$		NT$
Personnel Cost
Payroll		5,776,433		1,361,554		7,137,987
Labor and health insurance		442,716		102,638		545,354
Pension expense		274,920		68,238		343,158
Other		603,523		133,000		736,523

		7,097,591		1,665,430		8,763,022

Depreciation		7,371,429		232,484		7,603,913

Amortization		419,864		135,209		555,073

25.

Related Party Transactions

Name and Relationship with Related Parties:


Name of related parties		Relationship with the Company
Sigurd Microelectronics Corporation		The Company holds directorship (Note 1)
Phoenix Precision Technology Corporation		The Company holds directorship
ChipMOS Technologies Inc.		Investee company accounted for under the equity method (Note 2)
Hai-Feng Fundation		Same chairman of the board of the directors
Pei-Sheng Fundation		Same chairman of the board of the directors


* Note 1:		The Company resigned its position as a director on November 9, 2007. The named company ceased to be a related party of the Company.

Note 2:		The Company disposed all of its ownership on March 27, 2007. The named company ceased to be a related party of the Company.

Significant Transactions with Related Parties:

(1)

Sales

For the years ended December 31,

2005

2006

2007

% of

Amount

net sale

Amount

net sale

Amount

net sale

NT$

Sigurd Microelectronics Corporation

31,218

—

5,217

—

223,991

—

The sales prices and payment terms provided to related party were generally comparable to those provided to non-related parties. The average collection period is approximately three months from the date of sales.

F-35

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

(2)

Purchases


	For the years ended December 31,
	2005				2006				2007
			% of net				% of net				% of net
	Amount		purchase		Amount		purchase		Amount		purchase
	NT$				NT$				NT$
Phoenix Precision Technology Corporation		3,600,039		18		3,100,909		13		2,544,206		9
Others		—		—		83		—		—		—

		3,600,039		18		3,100,992		13		2,544,206		9

			The purchase price provided by Phoenix Precision Technology Corporation was not comparable to those provided by non-related parties because of the different product specification. The average payment period is approximately three months from the date of purchase, which is comparable to those provided by non-related parties.

	(3)		Accounts payable

December 31,

2006

2007

% of

accounts

Amount

payable

Amount

payable

NT$

Phoenix Precision Technology Corporation

345,745

662,731

(4)

Other Expenses / Other Payables

As of and for the years ended December 31,

2005

2006

2007

Other

expenses

payables

expenses

payables

expenses

payables

NT$

Others

11,505

7,741

12,153

4,807

16,839

3,489

For the lease transaction, the leasing terms are generally comparable to those provided in an arm’s-length transaction. The average payment period is one month and no significant differences exist between the above leasing contract and others prevailing in the market.

F-36

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

(5)

Other Incomes / Other Receivables

As of and for the years ended December 31,

2005

2006

2007

Other

incomes

receivables

incomes

receivables

incomes

receivables

NT$

Others

2,021

12,614

11,288

136

—

			For the lease transaction, the leasing terms are generally comparable to those provided in an arm’s-length transaction. The average collection period is one month and no significant differences exist between the above leasing contract and others prevailing in the market.

	(6)		Property Transaction


	For the year ended December 31, 2007
						Loss on disposal of
	Name of the	Transaction				property, plant and
	property	amount		Book value		equipment
		NT$		NT$		NT$
Pei-Sheng Fundation	Land		132,391		159,740		(27,349	)
	Buildings		49,336		54,610		(5,274	)

		$	181,727	$	214,350		($32,623	)

			For the years ended December 31, 2005 and 2006: None.

	(7)		Other Transaction

			On March 27, 2007, the Company sold its common stock ownership of 42,696 thousand shares back to ChipMOS Technologies Inc. for NT$1,053,704 and recognized gain on disposal of investment in the amount of NT$132,910.

26.		Assets Pledged as Collaterals

		As of December 31, 2006 and 2007 the following assets have been pledged as collaterals against certain obligations of the Company:


	December 31,
Assets	2006		2007		Subject of collateral
	NT$		NT$
Buildings		284,633		—	Long-term loans
Land use rights		38,465		—	Long-term loans
Time deposits (shown as other financial assets, current)		206,705		259,100	Guarantees for custom duties and value-added tax

		529,803		259,100

F-37

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

27.

Commitments and Contingencies

	A.		As of December 31, 2007, the Company and its subsidiaries’ issued but unused letters of credit for imported machinery and equipment was approximate NT$175,027.

	B.		For its future expansion, the Company and its subsidiaries entered into several contracts with a total payment of NT$1,790,307, of which a total amount of NT$280,409 has not been paid as of December 31, 2007.

	C.		The Company entered into several contracts with five foreign companies for the use of certain technologies and patents. The Company agreed to pay royalty fees based on the total number of certain products sold. Contracts are valid through January 2010, December 2010, January 2011, March 2012, and November 2014, respectively. One of the contracts is valid until all patents included in the contract expire and until both parties agree to terminate the contract.

	D.		On March 1, 2006, the Company was informed of a lawsuit brought by Tessera in the United States District Court for the Northern District of California against it, its subsidiary Siliconware USA, Inc., and five other semiconductor companies and their subsidiaries. Tessera alleged that some of the Company’s packaging services have infringed patents owned by Tessera and breached a license agreement with Tessera. In May 2007, the parties stipulated to a stay pending a final determination of an investigation directed against other parties (including certain co-defendants in the lawsuit) conducted by the ITC. Pursuant to the stipulation, the court stayed the litigation.

			Beginning in February 2007, the Company filed in the U.S. PTO requests for reexamination of five Tessera’s patents, four of which Tessera had asserted against the Company. The PTO has issued either office actions or action closing prosecution favorable for the Company in all of the reexaminations.

			On September 12, 2007, the Company, along with Siliconware USA, Inc. and three other co-defendants (and their subsidiaries) in the lawsuit, moved for a temporary restraining order, or the TRO, and a preliminary injunction prohibiting Tessera from initiating any action before the ITC against the Company for infringement of patents subject to the license agreements. On November 1, 2007, the court barred Tessera from initiating an action against the Company, Siliconware USA, or the Company’s three co-defendants before the ITC or outside of California alleging infringement of patents subject to licenses with Tessera until Tessera demonstrates that the packages accused of infringement are not under licenses. On January 11, 2008, Tessera served a draft ITC complaint on the Company alleging infringement of Tessera’s ‘977, ‘326, and ‘419 patents. On February 19, 2008, the court ruled that Tessera had demonstrated that laminate substrate packages are not under the license between the Company and Tessera. Tessera has not formally served its ITC complaint on the Company.

			Because litigation is inherently unpredictable, the Company is unable to predict the results or outcome of any dispute. Currently, the Company is unable to assess the potential liabilities arising out of Tessera’s claims due to the fact that information provided with regard to the infringement scope is insufficient.

28.		Significant Disaster Loss

		None.

29.		Significant Subsequent Event

F-38

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

		None.

30.		Other

Fair Values of Financial Instruments:


	December 31,
	2006						2007
			Fair Value						Fair Value
					Estimated						Estimated
			Quotation in an		using a				Quotation in an		using a
	Book Value		active market		valuation		Book Value		active market		valuation
	NT$		NT$		NT$		NT$		NT$		NT$
Non-derivative financial instruments:
Financial assets
Financial assets with book value equal to fair value		24,643,663		—		24,643,663		34,696,848		—		34,696,848
Available-for-sale financial assets — non-current		7,883,601		7,883,601		—		4,873,284		4,873,284		—
Financial assets carried at cost — non-current		824,942		—		—		719,055		—		—

		33,352,206		7,883,601		24,643,663		40,289,187		4,873,284		34,696,848


Financial liabilities
Financial liabilities with book value equal to fair value		9,449,061		—		9,449,061		13,777,435		—		13,777,435
Bonds payable (including current portion)		2,726,832		4,122,897		—		—		—		—
Long-term loans		3,092,609		—		3,127,992		2,995,871		—		2,993,416

		15,268,502		4,122,897		12,577,053		16,773,306		—		16,770,851

Methods and assumptions used to estimate the fair values of financial instruments are as follows:

	(1)		Financial assets and liabilities with book value equal to fair value are cash, notes receivable, accounts receivable, other financial assets — current, refundable deposits, short-term loans, notes payable, accounts payable, income tax payable, accrued expenses, other payables, current portion of long-term debts, other current liabilities and other liabilities — others because of their short maturities.

	(2)		Available-for-sale financial assets — non-current are recorded at quoted market prices as their fair values due to the availability of the quoted price in an active market.

	(3)		Financial assets carried at cost are recorded at costs due to the lack of quoted market prices derived from the active market and the reasonable measurement for the fair value.

	(4)		The fair value of bonds payable and current portion of bonds payable is based on its quoted market price.

	(5)		The fair value of long-term loans is estimated by the discounted future cash flows. The discount rate, 2.307%, is based on the interest rate of the similar long-term loan, which the Company would have acquired.

	B.		Financial assets and liabilities with the risk of interest rate fluctuation:

			As of December 31, 2006 and 2007, the Company’s financial assets with fair value risk of interest rate

F-39

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

			fluctuation were NT$14,532,482 and NT$21,222,026, respectively. As of December 31, 2006, financial liabilities with fair value risk of interest rate fluctuation were NT$104,135. As of December 31, 2006 and 2007, the Company did not have financial assets and liabilities with cash flow risk of interest rate fluctuation.

	C.		Financial assets and liabilities whose changes in fair value are not recognized in earnings:

			The Company’s interest incomes from financial assets whose changes in fair value were not recognized in earnings were NT$396,461 and NT$368,610, respectively, for the years ended December 31, 2006 and 2007. The Company’s interest expenses from financial liabilities whose changes in fair value were not recognized in earnings were NT$130,443 and NT$90,294, respectively, for the years ended December 31, 2006 and 2007. Available-for-sale financial assets are measured at fair value at balance sheet date. For the years ended December 31, 2006 and 2007, balance of the adjustment to the shareholders’ equity due to changes in fair value were NT$4,765,318 and NT$2,085,514, respectively. Unrealized gain on available-for-sale financial assets reclassified from equity to current earnings was NT$1,519,146 for the year ended December 31, 2007.

	D.		Financial risk control:

			The Company has implemented appropriate risk management and control processes to identify, measure, and control the risks associated with the market, credit, liquidity and cash flows.

	E.		Financial risk information:

Financial Assets: investments in equity instruments


	December 31,
	2006		2007
	NT$		NT$
Available-for-sale financial assets		7,883,601		4,873,284
Financial assets carried at cost		824,942		719,055

		8,708,543		5,592,339

	(1)		Market risk:

			The Company’s investments in equity instruments are exposed to the market price risk. However, the Company performs risk management controls to minimize the potential loss to an acceptable level. The Company believes that the probability of significant market risk is low.

	(2)		Credit risk:

			The Company’s investments in available-for-sale financial assets are through creditable financial institutions. The expected credit exposure to such financial institutions is low. For equity investments carried at cost, the Company has evaluated counter parties’ credit condition each time when the Company entered into investment transaction. Thus the credit risk is low.

	(3)		Liquidity risk:

			The Company’s available-for-sale financial assets are traded in active markets, which can be sold at the prices not significantly different from their market value. The Company is exposed to a greater liquidity risk for equity instruments measured at cost due to the fact that no active market exists for these instruments.

	(4)		Cash flow risk of interest rate:

			The Company’s investments in equity financial assets are non-interest related, so the cash flows from equity instruments are independent of changes in market interest rate.

	2.		Financial liabilities: debt instruments

F-40

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


	December 31,
	2006		2007
	NT$		NT$
Short-term loans		427,206		529,323
Bonds payable		2,726,832		—
Long-term loans		3,092,609		2,995,871

		6,246,647		3,525,194

	(1)		Market risk:

			Debt instruments include zero-coupon convertible bonds embedded with call and put options, fixed interest rate bearing bond, short-term loans and long-term loans. The fair value changes of the Company’s US dollar denominated convertible bonds are affected by the stock price. However, the Company can minimize the market price risk by exercising the call option and reduce the foreign exchange rate exposure by maintaining equivalent amounts of assets denominated in US dollar. The Company’s long-term loans are not exposed to fair value risks because the borrowings have been issued at floating rates.

	(2)		Credit risk:

			Debt instruments issued by the Company do not have significant credit risk.

	(3)		Liquidity risk:

			The Company maintains sufficient working capital to meet its cash requirements. The Company believes that there is no significant liquidity risk.

	(4)		Cash flow risk of interest rate:

			The Company’s zero-coupon bonds, fixed interest rate bearing bonds, and fixed interest rate borrowings are not exposed to cash flow risk of interest rate. The Company’s long-term borrowings issued at floating rates may lead to changes of effective interest rate and fluctuation of future cash flow. However, the Company believes that the cash flow interest rate risk will not be significant.

F-41

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

Eliminated transactions between parent company and subsidiaries


	Name of the counter party and amount
	Siliconware			Siliconware
	Precision Industries			Investment			SPIL (B.V.I.)		Siliconware USA
Transactions	Co., Ltd.			Company Ltd.			Holding Limited		Inc.
	NT$			NT$			NT$		NT$

For the year ended December 31, 2005
Eliminate long-term investment and stockholders’ equity		(3,548,866	)		1,754,547			1,794,319		—
Eliminate subsidiary’s long-term investment in parent company		794,184			(794,184	)		—		—
Eliminate accrued expense and accounts receivable		63,003			—			—		(63,003	)
Eliminate compensation expense and revenue		(417,418	)		—			—		417,418

For the year ended December 31, 2006
Eliminate long-term investment and stockholders’equity		(5,321,470	)		3,073,571			2,247,899		—
Eliminate subsidiary’s long-term investment in parent company		1,801,014			(1,801,014	)		—		—
Eliminate prepaid comission and unearned revenue		(4,865	)		—			—		4,865
Eliminate compensation expense and revenue		(478,608	)		—			—		478,608

For the year ended December 31, 2007
Eliminate long-term investment and stockholders’equity		(6,197,628	)		3,610,534			2,587,094		—
Eliminate subsidiary’s long-term investment in parent company		2,091,223			(2,091,223	)		—		—
Eliminate accrued expense and accounts receivable		50,314			—			—		(50,314	)
Eliminate compensation expense and revenue		(542,974	)		—			—		542,974

F-42

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

31. Special Disclosure Items Required by ROC GAAP

A. Significant Transaction Information

(1) Loans to third parties attributed to financial activities:

For the year ended December 31, 2007: None.

(2) Endorsement and guarantee provided to third parties:

For the year ended December 31, 2007: None.

(3) The ending balance of securities are summarized as follows:

As of December 31, 2007:

The relationship

Number

Percentage

Market value

Type of

of the issuers

General ledger

of shares

per share

Investor

securities

Name of securities

with the Company

accounts

(in thousands)

Book value

ownership

(in dollars)

NT$

Siliconware Precision Industries Co., Ltd.

—

Siliconware Investment Company Ltd.

Investee accounted for
under the equity method

Long-term investments
accounted for under
the equity method

(Note 1)

1,519,311

100.00

—

(Note 4)

Siliconware Precision Industries Co., Ltd.

Stock

Double Win Enterprise Co., Ltd.

Investee accounted for
under the equity method

Long-term
investments
accounted for under
the equity method

6,760

—

24.14

—

Siliconware Precision Industries Co., Ltd.

Stock

SPIL (B.V.I.) Holding Limited

Investee accounted for
under the equity method

Long-term
investments
accounted for under
the equity method

77,800

2,587,094

100.00

33.25

(Notes 2 and 4)

Siliconware Precision Industries Co., Ltd.

Stock

Phoenix Precision
Technology Corporation

The Company holds
directorship

Available-for-sale
financial assets, non-
current

110,398

3,035,950

16.12

27.50

Siliconware Precision Industries Co., Ltd.

Stock

ChipMOS Technologies (Bermuda) Ltd.

—

Available-for-sale
financial assets, non-
current

12,175

1,682,776

14.52

138.22

(Note 3)

F-43

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


Note 1:		The contributed capital was NT$1,770,000

Note 2:		The market value is not available. Therefore, the net equity per share as of December 31, 2007 was used.

Note 3:		The closing price of US$4.26 (in dollars) per share on December 31, 2007 was used. (Exchange rate US$1: NT$32.445)

Note 4:		Eliminated under consolidation.

(4) Securities for which total buying or selling exceeds the lower of NT$100,000 or 20 percent of the capital stock:

For the year ended December 31, 2007:


				The
			Name	relationship	Beginning balance				Addition				Disposal								Ending balance
			of	of the															Gain (loss)
		General	the	issuers	Number				Number				Number						from		Number
	Name of	ledger	counter	with the	of shares/unit				of shares/unit				of shares/unit						disposal		of shares/unit		Amount
Investor	the security	accounts	party	Company	(in thousands)		Amount		(in thousands)		Amount		(in thousands)		Sale price		Book value		(Note 3)		(in thousands)		(Note 2)
							NT$				NT$				NT$		NT$		NT$				NT$

			ChipMOS Technologies (Bermuda) Ltd.	The parent company of investee accounted for under the equity method		254,863.00		4,998,596		—		—		212,167		5,236,150		4,342,752		660,582		—		—
Siliconware Precision Industries Co., Ltd.	ChipMOS Technologies Inc. stock	Long-term investment accounted for under equity method	ChipMOS Technologies Inc.	Investee accounted for under the equity method		—		—		—		—		42,696		1,053,704		873,767		132,910		—		—

Siliconware Precision Industries Co., Ltd.	ChipMOS Technologies (Bermuda) Ltd. stock	Available-for-sale financial assets, non-current	(Note 1)	—		—		—		12,175		2,523,529		—		—		—		—		12,175		1,682,776

Siliconware Precision Industries Co., Ltd.	King Yuan Electronics Co., Ltd. stock	Available-for-sale financial assets, current	Public market	—		85,698		2,330,977		7,772		—		93,470		2,044,443		910,270		1,134,173		—		—

Siliconware Precision Industries Co., Ltd.	Siguard Microelectronics Corp.	Available-for-sale financial assets, current	Public market	—		46,236		1,005,635		365		—		46,601		940,026		731,842		208,184		—		—

F-44

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

Note 1: The Company subscribed the shares through private stock offering.

Note 2: The ending balance includes the unrealized gain on available-for-sale financial assets resulting from changes in fair market value.

Note 3: The amount does not include unrealized gain on disposal.

(5)		Acquisition of real estate with an amount exceeding the lower of NT$100,000 or 20 percent of the capital stock:

		For the year ended December 31, 2007:

Related party as counter party

The

Relation-

Original owner

relationship of

The bases or

ship with

which sold the

the original

Date of the

reference used in

Purpose and

Name of the

Date of

Transaction

Status of

the

property to the

owner with the

original

deciding the

status of the

properties

transaction

amount

payment

Counter party

Company

counter party

Company

transaction

Amount

price

acquisition

Other commitment

NT$

Land

August 2006

809,021

Jou Mu Textile Corporation, and etc.

—

As specified in
contract

For operating
use

—

Building

November
2006

432,000

388,800

Johnny Ko (c) &
Leeming Mis

—

As specified in
contract

For operating
use

Payment made according to construction progress

Building improvements

November
2006

223,800

201,420

Chung-Rui Construction Corporation Ltd.

—

As specified in
contract

For operating
use

Payment made according to construction progress

Building

April 2007

178,000

124,600

Jun-Biau Construction Corporation Ltd.

—

As specified in
contract

For operating
use

Payment made according to construction progress

(6)		Disposal of real estate with an amount exceeding the lower of NT$100,000 or 20 percent of the capital stock:

		For the year ended December 31, 2007:

Loss on

disposal of

The bases or

property,

Purpose and

reference used

Name of the

Date of

Transaction

Status of

plant and

Relation-ship with the

status of the

in deciding the

Other

properties

transaction

acquisition

Book Value

amount

collection

equipment

Counter party

Company

disposal

price

commitment

NT$

Land and building

January 2007

May 1998

214,350

181,727

Fully collected

32,623

Pei-Sheng
Fundation

Common chairman of the board of the directors

Disposed

Valuation
report

—

F-45

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

(7)		Related party transactions with purchases and sales amounts exceeding the lower of NT$100,000 or 20 percent of the capital stock:

		For the year ended December 31, 2007:

Description of and reasons for

difference in transaction terms

compared to non-related party

Notes or accounts receivable /

Description of the transaction

transactions

payable

Percentage

Percentage of

Relationship

of net

notes or accounts

Purchase / sales

Name of

with the

Purchases

purchases

Credit

Unit

Credit

receivable /

company

the counter parties

counter parties

/ sales

Amount

/ sales

terms

price

terms

Amount

payable

NT$

Siliconware Precision Industries Co., Ltd.

Phoenix Precision
Technology
Corporation

The Company
holds directorship

Purchase

2,544,206

Three
months

—

Accounts payable 662,731

Siliconware Precision Industries Co., Ltd.

Siguard Microelectronics Corp.

The Company
holds directorship

Sales

223,991

—

Three
months

—

Accounts receivable 101,577 (Note 1)

Note 1:

The Company resigned its position as a director on November 9, 2007. The named company ceased to be a related party of the Company. Therefore, only the sales incurred during the period from January 1, 2007 to November 9, 2007 and accounts receivable derived from the aforementioned sales but not collected by December 31, 2007 are disclosed.

F-46

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

(8)		Receivables from related parties exceeding the lower of NT$100,000 or 20 percent of the capital stock:

		As of December 31, 2007:

Amount of

Name of the

receivables

Amount of

company for

collected after

allowance for

recording

Name of the

Relationship with

Balance of

Past-due receivables

the balance

doubtful

receivables

counter parties

the counter parties

receivables

Turnover rate

Amount

Status

sheet date

accounts

NT$

Siliconware Precision Industries Co., Ltd.

Siguard Microelectronics Corp.

The Company
holds directorship

101,577

5.14

41,924

In the dunning
process

101,577

—

(9)		Transaction of derivative financial instruments:

		For the year ended December 31, 2007: None.

F-47

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

B. Related Information on Investee Companies

(1) Basic information on investee companies:

For the year ended December 31, 2007:


								The Company / majority
				Original investments				owned subsidiary owns							Current period
				Current		Prior
				period		period		Shares							Net income		Income (loss)
	Name of			ending		ending		( in		Ownership			Book		(loss) of		recognized by
Investor	Investee	Location	Main activities	balance		balance		thousands )		Percentage			value		investee		the Company		Note
				NT$		NT$							NT$		NT$		NT$
Siliconware Precision Industries Co., Ltd.	Siliconware Investment Company Ltd.	Hsin-Chu	Investment activities		1,770,000		1,770,000	(Note 7)			100.00	%		1,519,311		345,594		227,618	(Notes 1, 2 and 8)
Siliconware Precision Industries Co., Ltd.	Double Win Enterprise Co., Ltd.	Ping-chen City, Taoyuan	SMT process and hand insert		152,100		152,100		6,760		24.14	%		—		—		—	(Note 1)
Precision Industries Co., Ltd.	ChipMOS Technologies Inc.	Science-based Industrial Park, Hsin-Chu	Testing and assembly of integrated circuits		—		2,332,768		—		—			—		—		246,410	(Notes 1 and 6)
Siliconware Precision Industries Co., Ltd.	SPIL (B.V.I.) Holding Limited	British Virgin Islands	Investment activities		2,620,869		2,620,869		77,800		100.00	%		2,587,094		220,445		220,445	(Notes 1, 2 and 8)
SPIL (B.V.I.) Holding Limited	Siliconware USA, Inc.	San Jose, CA, USA	Communications and relationship maintenance with companies headquartered in North America		40,556		40,556		1,250		100.00	%		127,055		26,009		26,009	(Notes 3 and 8)
SPIL (B.V.I.) Holding Limited	SPIL (Cayman) Holding Limited	Cayman Islands, British West India	Investment activities		2,274,395		1,625,495		70,100		100.00	%		2,143,057		155,364		155,364	(Notes 3 and 8)
SPIL (Cayman) Holding Limited	Siliconware Technology (Suzhou) Limited	Suzhou Jiangsu, China	Manufacturing and processing of modules, flash memory cards and related products; assembly and testing of integrated circuits		2,271,150		1,622,250	(Note 5)			100.00	%		2,142,343		155,922		155,922	(Notes 4 and 8)

F-48

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


Note 1:		The Company’s investee accounted for under the equity method.

Note 2:		The Company’s 100% owned subsidiary.

Note 3:		An investee accounted for under the equity method of SPIL (B.V.I.) Holding Limited, a 100% owned subsidiary of the Company.

Note 4:		An investee accounted for under the equity method of SPIL (Cayman) Holding Limited, a 100% owned subsidiary of SPIL (B.V.I) Holding Limited.

Note 5:		The contributed capital was US$70,000.

Note 6:		The Company has disposed its ownership in 2007.

Note 7:		The contributed capital was NT$1,770,000

Note 8:		Eliminated under consolidation.

(2)		The ending balance of securities held by investee companies:

		As of December 31, 2007:

The relationship

General

Number of

Percentage

Market value

Type of

Name of

of the issuers with

ledger

Book value

per share

Investor

securities

the Company

accounts

(in thousands)

(Note 2)

ownership

(in dollars)

NT$

Siliconware Investment Company Ltd.

Stock

Siliconware Precision Industries Co., Ltd.

The Company

Available-for-sale
financial assets (non-
current)

35,870

2,091,223

1.17

58.30

(Note 5)

Siliconware Investment Company Ltd.

Stock

Hsieh Yong Capital Co., Ltd.

—

Financial assets carried at
cost

50,000

500,000

7.58

—

Siliconware Investment Company Ltd.

Stock

Phoenix Precision
Technology
Corporation

The Company
holds directorship

Available-for-sale
financial assets (non-
current)

5,620

154,558

0.82

27.50

Siliconware Investment Company Ltd.

—

Mega Mission Limited
Partnership

—

Financial assets carried at
cost

(Note 4)

195,523

4.00

—

Siliconware Investment Company Ltd.

—

Others (Note 1)

—

Financial
assets carried at cost

—

23,532

—

SPIL (B.V.I.) Holding Limited

Stock

Siliconware USA, Inc.

Indirect subsidiary of the Company

Long-term investments
accounted for under
the equity method

1,250

127,055

100.00

101.64

(Notes 2 and 5)

SPIL (B.V.I.) Holding Limited

Stock

SPIL (Cayman)
Holding Limited

Indirect subsidiary of the Company

Long-term investments
accounted for under
the equity method

70,100

2,143,057

100.00

30.57

(Notes 2 and 5)

SPIL (Cayman)
Holding Limited

Stock

Siliconware Technology
(Suzhou) Limited

Indirect subsidiary of the Company

Long-term investments
accounted for under
the equity method

(Note 3)

2,142,343

100.00

—

(Note 5)

F-49

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


Note 1:		Combined amount for individual security less than NT$100,000.

Note 2:		The market value is not available. Therefore, the net equity per share as of December 31, 2007 was used.

Note 3:		The contributed capital was US$70,000.

Note 4:		The contributed capital was US$6,000.

Note 5:		Eliminated under consolidation.

(3)

Securities for which total buying or selling amount exceed the lower of NT$100,000 or 20 percent of the capital stock:

For the year ended December 31, 2007:

The

relationship

Name

of the

Beginning balance

Addition

Disposal

Ending balance

General

of the

issuers

Number

Gain (loss)

Number

Name of

ledger

counter

with the

of shares/unit

Amount

of shares/unit

Amount

of shares/unit

from

of shares/unit

Amount

Investor

the security

accounts

party

Company

(in thousands)

(Note 5)

(in thousands)

(Note 5)

(in thousands)

Sale price

Book value

disposal

(in thousands)

(Notes 4 and 5)

NT$

Siliconware Precision Industries Co., Ltd.

ITE Tech. Inc.

Available for sale
financial asset,
noncurrent

—

1,204

44,582

—

1,204

106,712

9,295

97,417

—

SPIL (B.V.I.) Holding Limited

SPIL (Cayman)
Holding Limited

Long-term
investments
accounted for under
the equity method

Cash
capitalization

—

50,100

1,226,616

20,000

648,900

—

70,100

2,143,057

SPIL (Cayman)
Holding
Limited

Siliconware
Technology
(Suzhou) Limited

Long-term
investments
accounted for under
the equity method

Cash
capitalization

—

(Note 1)

1,225,805

(Note 2)

648,900

—

(Note 3)

2,142,343


Note 1:		The contributed capital was US$50,000.

Note 2:		The contributed capital was US$20,000.

Note 3:		The contributed capital was US$70,000.

Note 4:		Ending balance amount included the investment income or loss recognized in current earnings.

Note 5:		The foreign currency exchange rates prevailing at the balance sheet date were used for the currency translation.

F-50

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

(4)

Acquisition of real estate with an amount exceeding the lower of NT$100,000 or 20 percent of the capital stock:

For the year ended December 31, 2007:

Related party as counter party

Original

owner which

The

sold the

relationship

The bases or

Relation-ship

property to

of the original

Date of the

reference used

Purpose and

Name of the

Date of

Transaction

Status of

with the

the counter

owner with

original

in deciding the

status of the

Other

Investor

properties

transaction

amount

payment

Counter party

Company

party

the Company

transaction

Amount

price

acquisition

commitment

NT$

Siliconware
Technology
(Suzhou)
Limited

Building

July 2006

135,363
(RMB
32,500)

129,477
(RMB
30,034)

Nantong Yingxiong Construction Corporation Ltd.

—

As specified in
contract

For operating
use

Payment made according to construction progress


Note:		Amounts in RMB are presented in thousands.

F-51

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

C. Information of investment in mainland China:

(1) Information of investment in mainland China: (The amount in USD is presented in thousands.)

Ownership

Name of investee

Accumulated

Remitted or

Accumulated

held by

in mainland

Main activities

Investment

remittance as of

(collected)

remittance as of

the Company

China

of investee

Capital

method

January 1, 2007

this period

December 31, 2007

(Direct and indirect)

NT$

Siliconware
Technology
(Suzhou)
Limited

Manufacturing and processing of module assembly, flash memory card and related products

2,271,150
(US$70,000)
(Note 3)

(Note 1)

1,622,250
(US$50,000)
(Note 3)

648,900
(US$20,000)
(Note 3)

2,271,150
(US$70,000)
(Note 3)

100

Investment

income (loss)

The investment

Accumulated

The investment balance

The ceiling of investment

recognized by

income (loss)

remittance

approved by

in mainland China according to

the Company

Ending balance

remitted back as of

from Taiwan to

Investment Commissions,

during the period

of investment

December 31, 2007

mainland China

Ministry of Economic Affairs

NT$

155,922 (Notes 2 and 3)

2,142,343
(Note 3)

—

2,271,150
(US$70,000)

2,595,600
(US$80,000)

15,281,631


Note 1:		The Company set up a subsidiary in Cayman Island to invest in mainland China.

F-52

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

			Note 2: The investment income(loss) was recorded based on the financial statements audited by the same auditors of the parent company

			Note 3: The foreign currency exchange rates prevailing at the balance sheet date were used for the currency translation.

	(2)		Material transactions occurred directly between the Company and its mainland China investee companies and material transactions occurred indirectly between the Company and its mainland China investee companies via enterprises in other areas: None.

The business relationships and the significant transactions as well as amounts between the parent company and the subsidiary.

(1)

For the year ended December 31, 2005:

Transaction

Company

General ledger

Transaction

Percentage of consolidated

No.

Name

Counterparty

Relationship

account

Amount

terms

revenues or total assets

NT$

Siliconware Precision
Industries Co., Ltd.

Siliconware USA, Inc.

Indirect owned
subsidiary

Operating expense

417,418

As specified in
contract

(2)

For the year ended December 31, 2006:

Transaction

Company

General ledger

Transaction

Percentage of consolidated

No.

Name

Counterparty

Relationship

account

Amount

terms

revenues or total assets

NT$

Siliconware Precision
Industries Co., Ltd.

Siliconware USA, Inc.

Indirect owned
subsidiary

Operating expense

478,608

As specified in
contract

0.84%

F-53

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

(3)

For the year ended December 31, 2007:

Transaction

Company

General ledger

Transaction

Percentage of consolidated

No.

Name

Counterparty

Relationship

account

Amount

terms

revenues or total assets

NT$

Siliconware Precision
Industries Co., Ltd.

Siliconware USA, Inc.

Indirect owned
subsidiary

Operating expense

542,974

As specified in
contract

0.63%

F-54

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

32.

Segment Information

	A.		Operation in Different Industries

			The Company principally operates in one industry. The Company’s operation involves assembly, testing and turnkey services of integrated circuits. Besides, the chief operating decision maker reviews the operating results of the entire consolidated company to make decisions for allocating resources and evaluating performance. The Company as a whole is treated as only one operating and reportable segment.

	B.		Operations in Different Geographic Areas

			The Company has no significant foreign operations.

	C.		Sales


	For the years ended December 31,
Geographic areas	2005		2006		2007
	NT$		NT$		NT$
Taiwan		16,535,182		20,500,146		23,462,544
U.S.		19,925,903		28,278,609		33,039,895
Canada		4,423,182		5,766,647		4,801,804
Others		2,603,610		2,580,518		4,873,086

		43,487,877		57,125,920		66,177,329

			Sales by geographic region are identified by the location where customers are headquartered.

	D.		Major Customers

			A major customer is identified as the party that accounts for more than 10% of the Company’s net sales in any given year. No identity of segment for each major customer listed below is applicable due to the Company’s unclassified segment operation.


	For the years ended December 31,
	2005					2006				2007
			% of					% of				% of
Customers	Amount		net sale			Amount		net sale		Amount		net sale
	NT$					NT$				NT$
Customer A		4,125,562		10			4,540,738		8		6,993,244		11
Customer B		4,762,838		11			5,733,910		10		6,735,258		10
					��
		8,888,400		21			10,274,648		18		13,728,502		21

F-55

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

33.		US GAAP Reconciliation

		The accompanying consolidated financial statements have been prepared in conformity with “Rules Governing the Preparation of Financial Reports by Securities Issuers”, “Business Entity Accounting Law”, “Regulation on Business Entity Accounting Handling” and accounting principles generally accepted in the Republic of China (“ROC GAAP”), which differ in certain material respects from generally accepted accounting principles in the United States (“US GAAP”). Such differences involve methods for measuring the amounts shown in the financial statements, as well as additional disclosures required by US GAAP.

		The following is a summary of the material adjustments to net income and shareholders’ equity, which would be required in reconciling the significant differences between ROC GAAP and US GAAP:

Reconciliation of consolidated net income:


	For the years ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$

Net income as reported under ROC GAAP		8,243,902			13,329,069			17,489,351			539,295
US GAAP adjustments:
Compensated absences		(9,800	)		(12,868	)		(12,975	)		(400	)
Compensation		(1,234,862	)		(1,909,445	)		(3,634,483	)		(112,072	)
Employee stock option		—			(27,331	)		(2,356	)		(73	)
Impairment on long — term investments		13,260			28,885			—			—
Embedded derivative		(2,422,617	)		(2,986,828	)		(1,181,410	)		(36,430	)
Defined benefit pension plan — net peroidic pension		—			—			7,160			221
Equity investments:
Timing difference		(657,851	)		—			—			—
Net income variance between US GAAP and ROC GAAP		36,820			9,409			6,672			206
Gain on disposal of investments		—			—			402,781			12,421

Total US GAAP adjustments		(4,275,050	)		(4,898,178	)		(4,414,611	)		(136,127	)
Taxation effect		2,450			(17,529	)		24,336			750

Net income under US GAAP		3,971,302			8,413,362			13,099,076			403,918


	For the years ended December 31,
	2005		2006		2007
	NT$		NT$		NT$		US$

Earnings per share under US GAAP (in dollars)
Basic		1.56		3.05		4.37		0.13

Diluted		1.55		3.04		4.36		0.13


Weighted average number of common stock outstanding (in thousands)
Basic		2,545,086		2,754,969		2,996,194		2,996,194
Effect of dilutive securites Employee stock option		20,471		15,137		6,189		6,189

Diluted		2,565,557		2,770,106		3,002,383		3,002,383

F-56

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

Reconciliation of consolidated shareholders’ equity


	December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$

Total shareholders’ equity as reported under ROC GAAP		40,825,007			62,936,213			68,908,154			2,124,827
US GAAP adjustments:
Compensated absences		(30,100	)		(42,968	)		(55,943	)		(1,725	)
Compensation		(880,403	)		(1,294,248	)		(1,728,916	)		(53,312	)
Impairment on long-term investments		(199,309	)		(170,424	)		—			—
Embedded derivative		(2,415,440	)		(1,185,762	)		—			—
Available for sale marketable securities		9,177,049			—			—			—
Defined benefit pension plan		—			(209,558	)		(316,665	)		(9,765	)
Equity investments:
Net income variance between US GAAP and ROC GAAP		125,160			185,989			—			—
Technology and know-how contributed to a joint venture investee		(210,417	)		(210,417	)		—			—
Sigurd merged Universal		116,662			—			—			—
Adjustment for the variances between net income and shareholders’ equity		—			(14,730	)		—			—
Acquisition of Siliconware Corp.		4,873,500			4,873,500			4,873,500			150,278
Taxation effect		9,048			(8,481	)		15,855			489

Shareholders’ equity under US GAAP		51,390,757			64,859,114			71,695,985			2,210,792

Movements in shareholders’ equity in accordance with US GAAP:


	December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$

Balance at January 1, as reported		39,098,133			51,390,757			64,859,114			1,999,973
Net income under US GAAP		3,971,302			8,413,362			13,099,076			403,918
Employee stock bonus		542,114			882,991			2,257,602			69,615
Employee stock option — amortized compensation		—			27,331			2,356			73
Adjustment for investee companies’ capital reserve		(40,009	)		67,945			(18,200	)		(561	)
Long-term investment write-off		(71	)		—			—			—
Cumulative translation adjustment on long-term investment		90,947			25,187			107,202			3,306
Change in fair value of available for sale marketable securities		8,323,633			(4,576,257	)		(3,819,090	)		(117,764	)
Employee stock option exercised		121,457			147,470			94,485			2,914
Conversion of Euro convertible bonds		764,061			8,471,206			2,736,620			84,385
Sigurd merged Universal		116,662			—			—			—
Cash Dividends		(1,583,342	)		(4,169,558	)		(9,974,332	)		(307,565	)
Adjustment for investee company’s unrecognized pension cost		(1,828	)		41			1,787			55
Adjustment for investee company’s treasury stock variances		(34,544	)		33,178			1,366			42
Cash dividends for treasury stock held by subsidiaries		(22,242	)		53,391			117,976			3,638
ECB conversion — APIC		—			4,316,358			2,367,172			72,993
Defined benefit pension plan		—			(209,558	)		(151,879	)		(4,683	)
Adjustment for the variances between net income and shareholders’ equity		—			(14,730	)		14,730			454

Balance at December 31		51,390,757			64,859,114			71,695,985			2,210,792

F-57

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

The balance sheet accounts under US GAAP is as follows:


	December 31,
	2006		2007
	NT$		NT$		US$

Current Assets
Cash and cash equivalents		6,098,188		22,278,258		686,964
Short-term investments		8,633,300		346,400		10,681
Notes receivable, net		41,111		116,622		3,596
Accounts receivable, net		9,182,701		11,257,006		347,117
Inventories		2,838,810		3,460,983		106,722
Other current assets		2,127,710		2,589,233		79,841

		28,921,820		40,048,502		1,234,921


Long-term investments		13,497,558		5,592,339		172,443
Property, plant and equipment		33,635,348		38,622,365		1,190,946
Intangible assets		4,873,500		4,873,500		150,278
Other assets		2,841,933		1,699,761		52,413

Total Assets		83,770,159		90,836,467		2,801,001


Current liabilities		11,330,304		15,464,180		476,848
Long-term liabilities		6,978,404		2,995,871		92,380
Other liabilities		602,337		680,431		20,981

Total Liabilities		18,911,045		19,140,482		590,209
Total Stockholders’ Equity		64,859,114		71,695,985		2,210,792

Total Liabilities and Stockholders’ Equity		83,770,159		90,836,467		2,801,001

The significant accounting policies for the reconciliation from ROC GAAP to US GAAP is as follows:

(1)		Consolidation

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

		Under US GAAP, the FASB released Interpretation No. 46 (R), “Consolidation of Variable Interest Entities (revised December 2003) — an interpretation of ARB No. 51” in December 2003, which clarifies Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and replaces FASB Interpretation No. 46, “Consolidation of Variable Interest Entities — an interpretation of ARB No. 51”. This interpretation requires existing unconsolidated variable interest entities (VIE) to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. In other words, the Company would be the primary beneficiary of such entity if it absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both. The Company performed analysis for VIEs and did not identify any variable interest entity pursuant to FIN No. 46 (R).

F-58

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

(2)		Compensated Absences

		Under ROC GAAP, the Company is not required to accrue for unused vacation at the end of each year. However, under US GAAP, unused vacation that can be carried over to the next year has to be accrued for at each balance sheet date to properly match the expense with the period in which the employee provided the services.

(3)		Stock-based Compensation

		Employee Stock Option

Before January 1, 2006, the Company elected to measure stock-based compensation expense using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (APB 25), as interpreted, with pro-forma disclosure of net income (loss) and earnings (loss) per share, as if the fair-value method of accounting defined in FAS No. 123, “Accounting for Stock-Based Compensation,” (FAS 123) were used. Under the fair-value method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Had the Company determined the stock-based compensation expense for the Company’s stock options based upon the fair-value as determined by Black-Scholes option-pricing model at the grant date for the year ended December 31, 2005, the Company’s net income and earnings per share would have been the pro-forma amount indicated as follows:


	For the year ended
	December 31, 2005
	NT$
Net income		3,971,302
Less: Stock compensation expense		(64,825	)

Pro forma		3,906,477


Basic earnings per share (in dollars)
As reported		1.56

Pro forma		1.53


Diluted earnings per share (in dollars)
As reported		1.55

Pro forma		1.52

From January 1, 2006, the Company adopted FAS No. 123(R) (Revised 2004), “Share-Based Payment” which eliminated the alternative to use Opinion 25’s intrinsic value method and required the use of the fair value method with forfeitures estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. In addition, the exercise price of the Company’s stock options is subject to change due to the distribution of stock dividends. The Company was required to measure the effects of the modification and record incremental compensation cost if any. For the years ended December 31, 2006 and 2007, the Company recorded share-based compensation expense of NT$27,331 and NT$2,356 and will not continue to incur share-based compensation charges for the 2002 Employee Stock Option Plan.

F-59

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

The following table summarizes the effects of employee stock option resulting from the application of SFAS No. 123(R):


	For the years ended
	December 31, 2006
	NT$
Effects in net income from employee stock option		(27,331	)
Net effect of employee stock option on basic earnings per share (in dollars)		(0.02	)
Net effect of employee stock option on diluted earnings per share (in dollars)		(0.01	)

For computing the fair value of options granted, we use the Black-Scholes option-pricing model with input assumptions of expected volatility, expected life, expected dividend rate and expected risk-free rate of return. We applied the historical volatility based on the historical stock price volatility over the historical time period commensurate with the expected term of the employee stock option. The expected term is based on our contractual term. We estimated dividend yield by historical experience. Besides, we used the yield of Taiwan Government Bond with the contract term equal to the expected term of the share options as our risk-free interest rate pursuant to SFAS No. 123 (R), which required entities based in jurisdiction outside the United States to use the implied yield of zero-coupon government bonds currently available in the market where the shares are primarily traded when estimating the risk-free interest rate. The fair value of the Company’s stock options used to compute the 2005, 2006, and 2007 compensation expense is the estimated present value at grant date using the Black-Scholes option pricing model with the following weighted average assumptions:


Volatility		59.96% ~67.12 %

Risk-free interest rate		1.70% ~3.04 %

Expected holding period		3 ~ 5 years

Dividend yield		0%

Note 1: No options granted in 2006 and 2007.

Note 2: No additional compensation costs were recorded for the modification of employee stock option in 2006 and 2007.

Additional information concerning our employee stock option is summarized as following:


	For the years ended December 31,
	2006		2007
	NT$		NT$
Total intrinsic value of the options exercised		413,106		563,999
Total fair value of options vested		113,174		87,942


	December 31,
	2006		2007
	NT$		NT$
Aggregate intrinsic value of exercisable options		88,584		79,459
Aggregate intrinsic value of outstanding options		529,857		79,459

F-60

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

Compensation to Directors and Employees


Net income impact of	For the years ended December 31,
compensation adjustment	2005		2006		2007
	NT$		NT$		NT$		US$

US GAAP adjustment:
Remuneration to directors		149,324		120,798		157,404		4,854

Employee bonuses accrual		731,079		1,173,450		1,571,512		48,459
Adjustment to fair market value		354,459		615,197		1,905,567		58,759

Total employee bonuses		1,085,538		1,788,647		3,477,079		107,218


Total net income adjustment relating to compensation		1,234,862		1,909,445		3,634,483		112,072


Shareholders' equity	December 31,
impact of compensation adjustment	2005		2006		2007
	NT$		NT$		NT$		US$
US GAAP adjustment:
Remuneration to directors		149,324		120,798		157,404		4,854
Employee bonuses		731,079		1,173,450		1,571,512		48,459


Total shareholders’ equity adjustment relating to compensation		880,403		1,294,248		1,728,916		53,313

	(i)		Remuneration to directors

			The Company’s Articles of Incorporation require a cash remuneration payment to its directors. Under ROC GAAP, such payments are charged directly to retained earnings for the period in which shareholders approve such payment. Under US GAAP, such cash payments should be recorded as compensation expense in the period when services are rendered.

	(ii)		Employee bonuses

			Certain employees of the Company are entitled to bonuses in accordance with applicable provisions of the Company’s Articles of Incorporation. Employee bonuses are set at 10% of distributable retained earnings. Distributable retained earnings are calculated as retained earnings after various reserves have been made in accordance with ROC regulations and the Company’s Articles of Incorporation and after appropriation for remuneration to directors. Employee bonuses may be granted in cash, shares, or a combination of both. Regardless of the form of the bonus, however, the shareholders are required by the Article of Incorporation to approve a 10% of distributable earnings as the employee bonus whenever there is a dividend distribution. Under ROC GAAP, such bonuses are appropriated from retained earnings in the period shareholders’ approval is obtained. If such employee bonuses are settled through the issuance of shares of the Company, the amount charged against retained earnings is based on the par value of the common shares issued. Under US GAAP, employee bonus expense is initially accrued at the end of the period when services are rendered, at 10% of the distributable retained earnings, which is considered the minimum liability the Company has to pay. When bonuses are approved by the shareholders in the subsequent year, an additional compensation expense is recorded for the difference between the par value and the fair market

F-61

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

value of shares granted to employees. The difference between US GAAP and ROC GAAP in this area would result in adjustments to the Company’s net income and shareholders’ equity as shown in reconciliation tables set forth at the beginning of this note. This accounting treatment for employees is based on the guidance of the US SEC Staff Paper entitled “International Reporting and Disclosure Issues in the Division of Corporate Finance dated November 1, 2004”. The Board of Directors of the Company resolved to distribute employee bonuses of NT$731,079 from 2005 earnings in 2006 and NT$1,173,450 from 2006 earnings in 2007. In addition to the adjustments to net income and shareholders’ equity as shown in the above schedules, the application of US GAAP to employee bonuses would also result in a reclassification from retained earnings to additional paid-in capital of NT$5,305,136 and NT$7,210,702 for the years ended December 31, 2006 and 2007, respectively.

(4)		Equity Investments

		Under both ROC and US GAAP, investments representing at least twenty percent of the voting interest of each investee for which the Company exercises significant influence over operating and financial policies are generally accounted for under the equity method. However, there are the following differences in applying equity accounting under ROC and US GAAP.

	(i)		Timing difference

			Under the equity method, the Company’s proportionate share of the income (loss) of the investee is generally recognized in the year the income (loss) is earned. Under ROC GAAP, if financial statements of an investee are not prepared in a sufficiently timely manner to enable the Company to apply the equity method currently and such equity interests are below certain materiality thresholds, the Company was permitted to delay the recognition of income (loss) until the subsequent year. However, effective January 1, 2005, the Company ceased to delay in recognizing investment income (loss) from certain equity-method investees in accordance with the amended Statement of Financial Accounting Standards No. 5, “Accounting for Long-term Equity Investment” in the Republic of China. Under US GAAP, there are no provisions that allow the investor company to delay recognition of its equity in the investees’ income or loss. The US GAAP adjustment is to adjust the timing difference by deducting the delayed income/loss recognized under ROC GAAP and adding the current year’s investment income/loss to arrive the net income under US GAAP. No timing difference occured for the year 2006 and thereafter.

	(ii)		Net income (loss) variance between US GAAP and ROC GAAP

			The Company’s proportionate share of the income (loss) from an equity investee may differ if the equity investee’s net income (loss) under ROC GAAP differs from US GAAP, resulting in differences in the carrying amount of the equity investment reported under ROC GAAP and US GAAP. The differences between ROC GAAP and US GAAP for the equity investees include, but are not limited to, accounting for compensation, joint venture accounting, embedded derivatives, deferred tax, and compensated absences.

F-62

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

	(iii)		Technology and know-how contributed to a joint venture investee

			In 1997, the Company established a joint venture, ChipMOS. Both SPIL and its joint venture partner contributed cash as well as “technological know-how” to the joint venture. The Company contributed cash in the amount of NT$1.4 billion. The technological know-how contributed was not carried on the Company’s balance sheet and was valued at NT$0.1 billion, a deemed value agreed to by both parties.

			Under ROC GAAP, the Company recognized an initial cost of investment for NT$1.5 billion for cash and the value of know-how contributed. The value of know-how was recognized as a deferred gain under other liabilities and was amortized over a period during which the know-how transfer was completed and implemented.

			Under US GAAP, generally, an investor initially records its joint venture investment at cost (i.e. the amount of cash contributed or net book value of non-cash assets contributed) and a gain should not be recognized on receipt of an interest in a joint venture if some or all of the investors’ interest was received for the know-how contributed. Therefore, under US GAAP, the Company initially recorded its joint venture investment at the amount of cash contributed of NT$1.4 billion, and did not recognize the deemed value for the know-how contributed. In addition, the excess of the Company’s cost of investment of NT$1.4 billion over the Company’s proportionate share of fair value of ChipMOS’ identifiable net assets is being amortized over a period of 5 years under US GAAP. Effective January 1, 2002, Statement of Financial Accounting Standards (SFAS) No. 142 requires that we cease amortization for the difference between the cost of an investment accounted for under the equity method and the amount of underlying equity in net assets of the investee. The difference between the cost of the investment and the amount of underlying equity in net assets of ChipMOS was fully written off in 2002.

	(iv)		Adjustment for the variances between net income and shareholders’ equity under US GAAP

			The Company’s proportionate share of the income (loss) from an equity investee may differ from its share in the investee’s equity. Under both ROC GAAP and US GAAP, the Company is required to adjust its investment in corresponded to its pro rata share of the investee’s equity. Under ROC GAAP, adjustments may include, but are not limited to, cumulative translation and unrecognized pension cost. For reconciliation to US GAAP, additional adjustments are made for the variances exclusively resulting from US GAAP, such as defined benefit pension plan pursuant to SFAS No. 158.

(5)

Defined Benefit Pension Plan

	(i)		Net periodic pension cost variance between US GAAP and ROC GAAP

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

	(ii)		Adjustment for the US GAAP funding status

			Under ROC GAAP, pension liability is accrued without reflecting the funded status and additional minimum liability is used when the fair value of pension assets is less than the amount of accumulated

F-63

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

benefit obligation. Under US GAAP, additional pension liability or asset is accrued pursuant to SFAS No. 158 (effective December 15, 2006), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)”, which requires the recognition of the overfunded or underfunded status of a defined benefit postretirement plan through other comprehensive income, net of tax, at the balance sheet date and eliminates the use of additional minimum liability. Gains and loss, prior service costs, or transition assets and liabilities unrecognized as components of net periodic benefit cost of the period in accordance with SFAS No. 87 are now recognized as a component of other comprehensive income.

(6)		10% Tax on Undistributed Earnings and Tax Effect of US GAAP Adjustments

		Under ROC GAAP, a 10% tax on undistributed earnings is recognized as a tax expense in the year of shareholders’ approval. Under US GAAP, the 10% tax on undistributed earnings should be accrued during the period the earnings generated and adjusted to the extent that distributions are approved by the shareholders in the following year. Moreover, additional tax benefit (expense) and deferred tax assets or liabilities would be adjusted for the reconciled items resulting in income differences between ROC GAAP and US GAAP. For the years ended December 31, 2005, 2006 and 2007, total amounts of tax benefit (expense) reconciled from ROC GAAP to US GAAP were NT$2,450, NT$ (17,529) and NT$24,336, of which nil, NT$(22,446) and NT$22,446 were adjusted for the undistributed earnings.

(7)		Earnings Per Share (EPS)

		In calculating weighted average number of shares outstanding for EPS purposes under ROC GAAP, employee bonus shares have been treated as outstanding for all periods, in a manner similar to a stock split or dividend, and are retroactively adjusted to previous years’ calculation of weighted-average outstanding shares. Under US GAAP, employee bonus shares have been considered separately from the stock dividend or split and have been treated as outstanding from the date when they were issued. The numbers of employee bonus shares issued in 2005, 2006, and 2007 were 18,765,500 shares, 26,779,433 shares, and 35,203,522 shares, respectively.

		In computing the dilutive effect of convertible bonds when calculating net income available to common stockholders for diluted EPS, the after-tax results of compensated interest expenses, unrealized foreign exchange gain/loss, amortization of bond issuance costs are taken into consideration under ROC GAAP. However, under US GAAP, in addition to the above three items, the after tax result of mark-to-market gain or loss on embedded derivatives bifurcated from the host bonds is also taken into consideration. Anti-dilutive effects are not adjusted for both under ROC GAAP and under US GAAP.

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

F-64

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

(8)		Marketable Securities

		Before the adoption of ROC FAS No. 34, effective January 1, 2006, marketable equity securities and long-term equity investments in which the Company owns less than 20% of the voting rights of a publicly listed investee company are carried at the lower of cost or market value, and debt securities at cost. The market value of listed stocks is determined by the average closing price during the last month of the accounting period. After the adoption of newly released statement, the Company is required to reclassify its equity investments into financial assets at fair value through profit or loss, available-for-sale, held-to-maturity securities or financial assets carried at costs. Unrealized gains or losses on available-for-sale securities are reported through shareholders’ equity.

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

(9)		Goodwill Acquired from Merger

		Under ROC GAAP, the fair value of the net assets we received was used as the value of the consideration for the acquisition of the remaining interests in Siliconware Corporation on December 31, 2000 and reflected in the common stock and capital reserve in our balance sheet. As the consideration is equal to the fair value of the net assets received, no goodwill is recorded.

		Under US GAAP, in connection with acquisition of Siliconware Corporation in 2000, the Company recorded net assets and goodwill of NT$5,415,439, respectively, based on independent appraisal report. Prior to the adoption of SFAS No. 142, goodwill was amortized on straight-line basis over ten years. Effective January 1, 2002, the Company adopted SFAS No. 142 and ceased amortization of goodwill and performed the annual impairment analysis using a fair value approach. As of December 31, 2007, the net carrying amount of goodwill was NT$4,873,500 and no impairment of goodwill was identified during 2005 to 2007.

(10)		Stock Dividends

		Under ROC GAAP, an issuance of stock dividend is recorded at par with a charge to retained earnings. Under US GAAP, if the ratio of distribution is less than 25 percent of shares of the same class outstanding, the fair value of the shares issued should be charged to retained earnings. This different treatment results, under US GAAP, in a reclassification from retained earnings to additional paid-in capital of NT$30,346,758

F-65

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

and NT$33,522,702 at December 31, 2006 and 2007, respectively. These adjustments have no effect on shareholders’ equity.

(11)

Impairment of Long-lived Assets and Equity Investments

	(i)		Impairment of long-lived assets

			Under both ROC GAAP and US GAAP, the Company is required to valuate whether long-lived assets are subject to impairment. Impairment test is performed whenever event occurs or evidence indicates the carrying amount of an asset may not be recoverable.

			Under ROC GAAP, ROC SFAS No. 35, “Accounting for Assets Impairment”, effective for fiscal years ended on and after December 31, 2005 and interim period within the fiscal year, a long-lived asset is considered impaired when the anticipated recoverable amount is less than the asset’s carrying value. Recoverable amount is measured as the higher of net selling price or value in use (discounted cash flows). The difference between the recoverable amount and the asset’s carrying amount is recognized as a loss in earnings.

			Under US GAAP, a long-lived asset is considered impaired when the anticipated undiscounted cash flows are less than the asset’s carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived assets. The estimate of fair value is generally based on quoted market prices, on the best available information, including prices for similar assets and the results of using other valuation techniques, or discounted cash flows.

			The Company performs periodical review for its long-lived assets and reclassifies idle assets from assets held for operating use. Idle assets are no longer used for production purposes due to technology phase out and replacement and are disposed as buyers are identified. These assets are reported at the lower of carrying amount or fair value less cost to sell. The impairment losses on idle assets for the years ended December 31, 2005, 2006, and 2007 were NT$68,766, NT$27,672 and NT$48,528, respectively. No impairment was identified for other long-lived assets besides idle assets and no reconciliation for impairment loss between ROC GAAP and US GAAP were made for the years ended December 31, 2005, 2006 and 2007.

	(ii)		Impairment of equity investments

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

			During 2005, the Company adopted ROC SFAS 35, “Accounting for Assets Impairment “, performed quarterly reviews for determining whether long-term investments accounted for under equity method had been impaired and recognized impairment loss for Double Win of NT$84,450, bringing the investment

F-66

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

balance down to nil. Therefore, the impairment loss of NT$13,260 of Double Win, which was recognized during 2002 under US GAAP, was reversed in 2005. Impairment loss on investment in Artest was recognized under ROC GAAP and decreased the carrying amount to nil. Therefore, the impairment loss of NT$28,885 was reversed in 2006.

(12)		Embedded Derivative — The Company’s Accounting as an Issuer

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

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

		The Company issued zero-coupon convertible bonds on January 28, 2002 amounting to US$200,000 (the “2002 Bonds”). The 2002 Bonds are denominated in US dollars and allow the bondholders to redeem at 105.9185% of their par value on July 29, 2004. The premium put option and the conversion option are treated as a single-compound derivative instrument. Further, under US GAAP, the embedded feature with the combination of mutually exclusive choices, i.e., conversion of the debt to equity or redemption at a multiple of the 2002 Bonds par value, does not qualify for the Scope Exception. Additionally, our 2002 Bonds allow bondholders to convert into either the Company’s common stock which is traded on the Taiwan Stock Exchange (denominated in New Taiwan Dollar) or into the Company’s ADSs, which are traded on NASDAQ (denominated in US Dollars). The conversion terms contain a fixed foreign exchange feature determining the rate at which the bonds are to be converted into New Taiwan Dollar stock. As a result of the combination of the conversion option and the fixed foreign exchange rate, the 2002 Bonds are dual indexed and therefore not eligible for the Scope Exception. On February 5, 2004, the Company issued zero-coupon convertible bonds amounting to US$200,000 (the “2004 Bonds”). Similar to the 2002 Bonds, the 2004 Bonds permit the bondholders to convert those bonds into either the Company’s New Taiwan Dollar shares or ADSs resulting in those bonds being dual indexed and also not eligible for the Scope Exception. Both the compound embedded derivative in the 2002 Bonds and the embedded conversion option in the 2004 Bonds are accounted for as derivative instruments in accordance with FAS 133 with changes in fair value recognized in the income statement. The Company also recognized interest expense of NT$431,962, NT$240,446, and NT$27,715 arising from the amortization of bond discount and loss on subsequent conversion and/or buyback of convertible bonds of NT$4,442, NT$945,956 and NT$1,131,897, respectively, for the years ended December 31, 2005, 2006 and 2007.

		For the years ended December 31, 2005, 2006 and 2007, the net loss recognized from applying derivative accounting amounting to NT$2,422,617, NT$2,986,828 and NT$1,181,410, respectively.

F-67

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

(13)		Merger between Sigurd and Universal

		Universal Communication Technology Inc. (Universal), an equity-method investee of the Company, was merged into Sigurd Microelectronics Corp. (Sigurd), another equity-method investee of the Company, on March 1, 2005. Under ROC GAAP, the Company recognized its change of proportional interest in Sigurd based on the fair value of Universal’s net assets at the acquisition date. However, under US GAAP, the Company recognized its change of proportional interest in Sigurd based on the fair value of Sigurd’s newly issued stocks at the acquisition date.

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

		On March 27, 2007, the Company disposed its common stock ownership in ChipMOS Technologies Inc., or “ChipMOS”, and acquired common stock ownership in ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda, the parent company of ChipMOS Technologies Inc., through private stock offering. Under ROC GAAP, the Company evaluated whether this exchange had commercial substance, which was the expectation of significant change of the future cash flows of the Company, and concluded that no such significant change would be expected. Therefore, the Company recognized gain on disposal of investment of NT$793,492 for the year ended December 31, 2007 and deferred the recognition of gain on disposal of NT$279,843 until the investment in ChipMOS Bermuda is disposed. However, under US GAAP, this transaction involved significant monetary consideration which was at least 25% of the fair value exchange was deemed to be a monetary exchange in accordance with EITF 01-02, “Interpretations of APB Opinion No. 29”. Also, the transfer of our ownership in ChipMOS with ChipMOS Bermuda for its equity interest was excluded from the scope of APB Opinion No. 29, “Accounting for Nonmonetary Transactions” pursuant to SFAS No.153, “Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29".Therefore, the Company recorded the exchange in fair value and included deferred gain under the ROC GAAP in its U.S. GAAP earnings for the year ended December 31, 2007.

34.Additional Disclosure Required by US GAAP

	(1)		Risks and Uncertainties

			The Company is a provider of subcontract IC assembly and testing services. The Company’s revenues are derived primarily from precision dicing of silicon wafers into individual ICs, mounting and wire bonding ICs to lead frames, and sealing ICs in molded plastic packages. The Company’s other products include a variety of turnkey services, including the grinding of wafers to specified thickness, function testing of packaged ICs, and drop shipment to customers of the IC manufactures. The Company provides its services on a global basis but mainly to customers in Taiwan of 35.5% and North America of 57.2% in 2007. The Company’s first two largest customers accounted for a total of 21%, 18% and 21 % of net sales in 2005, 2006 and 2007, respectively, and its five largest customers accounted for 42%, 40% and 41% of the Company’s total sales in 2005, 2006 and 2007, respectively.

			In 2005, 2006 and 2007, significant portion of the Company’s net operating revenue was denominated in U.S. dollars. On the other hand, in 2005, 2006 and 2007, significant portion of the Company’s purchase were incurred in U.S. dollars and in Japanese Yen. The Company’s capital expenditures are generally

F-68

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

denominated in U.S. dollars and Japanese Yen. The Company did not hedge any portion of the resulting net foreign exchange position and would be affected by the fluctuations in U.S. dollar, Japanese Yen and other currencies.

Substantially all of the Company’s accounts receivables are due from companies in high technology industries located primarily in Asia and North America. Further, the five largest receivables amounted to NT$3,392,955 and NT$4,441,005 as of December 31, 2006 and 2007, respectively. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. Receivables are generally due within 90 days.

Other factors that could affect the Company’s future operating results and cause actual results to vary materially from historical results include, but are not limited to, dependence on the highly cyclical nature of both the semiconductor and the personal computer industries, competitive pricing and declines in average selling prices, availability of manufacturing capacity, dependence on raw materials and competition.

	(2)		Maturity of Long-term Liabilities

			Aggregate maturities for the Company’s long-term loans as of December 31, 2007 are as follows:


Years ending December 31,	Amounts
	NT$		US$

2008		—		—
2009		750,000		23,127
2010		1,500,000		46,253
2011		750,000		23,127
2012		—		—

		3,000,000		92,507

	(3)		Uncertainty in Income Taxes

			Effective for fiscal years beginning after December 15, 2006, the FASB Interpretation No. (“FIN”) 48,” Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109”, requires the recognition of the impact of a tax position in our financial statements if that position is more likely than not of being sustained on audit. This interpretation also prescribes measurement of a tax position taken or expected to be taken in a tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

			The Company adopted the two-step evaluation process required by this interpretation. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step is to determine the amount of benefit to recognize in the financial statements if the more-likely-than-not recognition threshold is met. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. As a result of the evaluation, the Company did not recognize any cumulative effect adjustment to the retained earnings at the beginning of the year 2007. As of December 31, 2007, there was no material uncertain tax position or unrecognized tax benefit identified by the Company.

F-69

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

(4)

Cash and Cash Flow Statements

Under ROC GAAP, all certificates of deposit are classified as cash and cash equivalents. Under US GAAP, cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. In addition, payment for employees’ cash bonuses are classified as cash used in operating activities under US GAAP compared to which classified as cash used in financing activities under ROC GAAP. Summarized cash flow information under US GAAP would be presented as follows:


	For the years ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$

Net cash provided by operating activities		13,214,617			20,250,012			23,601,166			727,757
Net cash used in investing activities		(6,263,357	)		(20,393,997	)		2,891,936			89,175
Net cash provided by financing activies		(5,435,285	)		(6,039,930	)		(10,335,263	)		(318,695	)
Effect on foreign exchange		36,065			7,712			22,231			686

Net increase in cash and cash equivalents		1,552,040			(6,176,203	)		16,180,070			498,923
Cash and cash equivalents at beginning of the year		10,722,351			12,274,391			6,098,188			188,041

Cash and cash equivalents at the end of the year		12,274,391			6,098,188			22,278,258			686,964

Non-cash financing activity:

	(1)		Additional 26,934,272 shares and 166,354,273 shares of common stock were issued upon the conversion of the 2002 Euro convertible bonds with principal amounts of US$21,315 and US$128,360 in 2005 and 2006, respectively. No 2002 Euro convertible bonds were converted in 2007.

	(2)		Additional 111,515,378 shares and 80,711,248 shares of common stock were issued upon the conversion of the 2004 Euro convertible bonds with principal amounts of US$116,979 and US$83,020 in 2006 and 2007, respectively. No 2004 Euro convertible bonds were converted in 2005.

F-70

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

	(5)		Comprehensive Income

			Comprehensive income under ROC GAAP for the years ended December 31, 2005, 2006 and 2007 and accumulated other comprehensive income balances as of December 31, 2006 and 2007 are summarized as follows:


	For the years ended December 31,
	2005			2006			2007
	NT$			NT$			NT$			US$
Net income		8,243,902			13,329,069			17,489,351			539,295
Other comprehensive income (loss), net of taxes
Cumulative translation adjustment on equity investment		90,947			25,187			107,202			3,306
Remuneration to directors and supervisors		(74,258	)		(149,324	)		(120,797	)		(3,725	)
Employees’ cash bonus		(175,927	)		(463,284	)		(821,415	)		(25,329	)
Adjustment for unrealized (loss) gain on available for sale financial		(737	)		4,765,885			(3,604,489	)		(111,147	)
Adjustment for investee companies’ capital reserve		(40,009	)		67,945			(18,200	)		(561	)
Adjustment for investee companies’ unrecognized pension cost		(1,828	)		41			1,787			56
Net loss not recognized as pension cost		—			—			(37,613	)		(1,160	)

Comprehensive income		8,042,090			17,575,519			12,995,826			400,735


	As of December 31,
	2006			2007
	NT$			NT$			US$
Accumulated other comprehensive income balances
Cumulative translation adjustment on equity investment		(24,919	)		82,283			2,537
Remuneration to directors and supervisors		(280,735	)		(401,532	)		(12,381	)
Employees’ cash bonus		(712,885	)		(1,534,300	)		(47,311	)
Adjustment for change in equity investment holding ratio		15,063			15,063			464
Adjustment for unrealized loss on available for sale financial assets		4,765,148			1,160,659			35,790
Adjustment for investee companies’ capital reserve		17,691			(509	)		(16	)
Adjustment for investee companies’ unrecognized pension cost		(1,787	)		—			—
Net loss not recognized as pension cost		—			(37,613	)		(1,160	)

Accumulated other comprehensive income		3,777,576			(715,949	)		(22,077	)

F-71

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

(6)

Employers’ Disclosure about Pension Benefit

(i)

As of December 31, 2006, the Company adopted the provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)”, which impacted the Company’s balance sheet at December 31, 2006 as follows:


	Before application					After application
	of Statement 158		Adjustments			of Statement 158
	NT$		NT$			NT$
Deferred income tax assets, non-current		1,653,918		100,898			1,754,816
Total assets		83,669,261		100,898			83,770,159
Liability for pension benefits		29,636		310,456			340,092
Total liabilities		18,600,589		310,456			18,911,045
Accumulated other comprehensive income		3,777,576		(209,558	)		3,568,018
Total stockholders’ equity		65,068,672		(209,558	)		64,859,114

			In accordance with SFAS No. 158, the Company’s 2005 accounting and related disclosures were not affected by the adoption of the new standard.

	(ii)		The following tables set forth the actuarial assumptions, funded status and amounts recognized for the Company’s defined benefit pension plan pursuant to SFAS No. 87 and SFAS No. 158:

(1)

Assumptions:


	For the years ended December 31,
	2006			2007
Discounted rate		3.25	%		2.75	%

Long-term rate of compensation increase		2.00	%		2.00	%

Expected rate of return on plan assets		3.25	%		3.00	%

			In determining the discount rate, SFAS No. 87, “Employer’s Accounting for Pensions”, recommends some factors for consideration, including: (a) rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of the pension benefits; and (b) rates implicit in current prices of annuity contracts that could be used to effectively settle the pension obligation. Since Taiwan bond market does not have a deep market for corporate bonds, the yield rates of government bonds with duration years of 15 years or more are mainly used in determining the discount rate.

	(2)		Change in Benefit Obligation:


	For the years ended December 31,
	2006			2007
	NT$			NT$
Benefit obligation at the beginning of the year		(1,193,899	)		(1,321,342	)
Service cost		(37,095	)		(35,315	)
Interest cost		(38,802	)		(42,793	)
Actuarial loss		(55,223	)		(226,759	)
Benefits paid		3,677			5,427

Projected benefit obligation at the end of the year		(1,321,342	)		(1,620,782	)

F-72

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

(3)

Change in Plan Assets:


	For the years ended December 31,
	2006			2007
	NT$			NT$
Fair value of plan assets at the beginning of the year		905,531			981,250
Actual return on plan assets		23,271			28,021
Employer contributions		56,125			55,195
Benefits paid		(3,677	)		(5,427	)

Fair value of plan assets at the end of the year		981,250			1,059,039

(4)

Funded Status:


	For the years ended December 31,
	2006			2007
	NT$			NT$
Projected benefit obligation		(1,321,342	)		(1,620,782	)
Fair value of plan assets		981,250			1,059,039

Funded status		(340,092	)		(561,743	)
Unrecognized transition assets		(3,651	)		(2,738	)
Unrecognized net loss		314,107			538,202

Accrued pension cost-before adjustment		(29,636	)		(26,279	)
Additional liability		(310,456	)		(535,464	)

Accrued pension cost-after adjustment		(340,092	)		(561,743	)

(5)

Net Pension Cost :


	December 31,
	2006			2007
	NT$			NT$
Service cost		37,095			35,315
Interest cost		38,802			42,793
Expected return on as sets		(29,430	)		(32,636	)
Amortization of unrecognized transition assets		(913	)		(913	)
Amortization of unrecognized net loss		7,408			7,279

Net periodic pension cost		52,962			51,838

(6)

Other Required Disclosure:


	December 31,
	2006			2007
	NT$			NT$
Accumulated benefit obligation		(902,779	)		(1,130,091	)

	(iii)		Valuation and allocation of plan assets

			The plan assets are all maintained in cash in the designed account at Bank of Taiwan (BOT). BOT holds cash contributions made by the Company and invests the contributions into its managed portfolio, which may contain, but not limited to, government loans, equities, bonds, foreign investment, short-term notes,

F-73

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

			securitized products. The Company does not have authority on how to invest the money. The plan assets increase by the Company’s contributions, account interest earned and profit sharing of the portfolio of BOT pension assets and decrease by the payments made to the retired employees.

	(iv)		Additional disclosures under FAS132 (R) regarding pension benefits are as follows:

	A.		Estimated future benefit payments:

			The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:


	Amounts
	NT$		US$
2008		8,562		264
2009		8,205		253
2010		18,857		581
2011		19,092		589
2012		25,195		777
Year 2013 to 2017		221,615		6,834

	B.		Contributions:

			The Company expects to contribute NT$55,148 to its pension plan in 2008.

	(7)		Inventory Provision

			The Company evaluates its inventory based on the lower of cost or market value (LCM) and records inventory at market by allowance method, which an allowance account and a loss account are established for the inventory write-downs in the period in which the loss occurs. Balance of the allowance account is reversed and a gain on the recovery of loss on obsolescence and decline in market value of inventory is recognized only when the inventory is sold or disposed. The accounting treatment under ROC GAAP is identical to which under US GAAP.

	(8)		Revenue Recognition Accounting Policy

			The Company derives its revenues from the provision of independent assembly, testing services, and turnkey services and recognizes service revenues upon shipment or upon completion of various stages of turnkey services, based upon transaction terms and when collection is reasonable assured, which is essentially the same under US GAAP. If turnkey services are negotiated in one contract, the Company recognizes revenues based on the quoted prices when all of the revenue recognition criteria are met.

F-74

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

	(9)		Sales Returns

			The Company derives revenues only from providing independent testing and assembly services to semiconductor companies. As the Company does not engage in product sales, it does not account for sales returns.

	(10)		Major Debt Covenants

			The major covenants of the Company’s long-term loans are as follows:

	a.		Current ratio should be larger than 100%.

	b.		Liability to equity ratio should be lower than 100%.

	c.		Interest coverage ratio should be larger than 400%.

	(11)		Operating Leases

			The Company entered into three lease contracts with Science Park Administration for the use of land of the facility located in Hsinchu, Taiwan. None of these three contracts have met any of the four criteria classified as capital leases and no noncancelable lease terms are included in the leases. Rental expenses recorded for the years ended December 31, 2005, 2006, and 2007 were NT$7,760, NT$9,055, and NT$10,300, respectively.

	(12)		Valuation and Qualifying Accounts and Reserves

			The information about our valuation and qualifying accounts and reserves are as follows:


	Balance at		Balance at end of
Description	beginning of period		period
	NT$		NT$
For the year ended 2005
Allowance for doubtful accounts		9,369		12,280
Allowance for sales discounts		92,638		67,180
Allowance for loss on obsolescence and decline in market value of inventory		45,449		50,693
Allowance for deferred tax assets, current		—		—
Allowance for deferred tax assets, non-current		882,914		303,287

For the year ended 2006
Allowance for doubtful accounts		12,280		24,270
Allowance for sales discounts		67,180		55,475
Allowance for loss on obsolescence and decline in market value of inventory		50,693		47,787
Allowance for deferred tax assets, current		—		141
Allowance for deferred tax assets, non-current		303,287		174,343

For the year ended 2007
Allowance for doubtful accounts		24,270		33,114
Allowance for sales discounts		55,475		35,943
Allowance for loss on obsolescence and decline in market value of inventory		47,787		66,385
Allowance for deferred tax assets, current		141		5,161
Allowance for deferred tax assets, non-current		174,343		189,828

F-75

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

(13)		Recent Accounting Pronouncements

	US GAAP

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

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

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

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

F-76

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

ROC GAAP

	A.		In March 2007, the ROC Accounting Research and Development Foundation issued Interpretation Letter Ref. (96) 052, “Accounting for Employees’ Bonuses and Directors’ Remunerations”, which requires all entities to estimate the amount of employees’ bonuses and directors’ remunerations and record that amount as compensation expense in the period when services are rendered. Retained earnings would be no longer charged for employees’ bonuses and directors’ remunerations. This interpretation is effective for fiscal years beginning on or after January 1, 2008. In the meantime, the Company believes that this change will decrease our net income for the years ended December 31, 2008 and thereafter.

	B.		In August 2007, the ROC Accounting Research and Development Foundation issued SFAS No. 39,” Share-based Payment”, which requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. That cost will be recognized over the requisite service period in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. It also requires an entity to initially measure the cost of employee services received in exchange for an award of liability instruments which value is based on the current fair value of its equity investments. The compensation expense recognized over the requisite service period is subject to change due to remeasurement of the fair value of that award subsequently at each reporting date through the settlement date. This statement is effective for fiscal years beginning on or after January 1, 2008. Currently, the Company believes there is no significant impact on its consolidated financial statements.

F-77

MOORE STEPHENS

CERTIFIED PUBLIC ACCOUNTANTS

7 Fl., 53 Nanjing E. Rd., Sec.2,
Taipei 10464, Taiwan



The Board of Directors and Shareholders ChipMOS TECHNOLOGIES INC.		Tel: 886 2 25629889 Fax: 886 2 25815955 E-Mail: tpe@moorestephens.com.tw

We have audited the accompanying consolidated balance sheets of ChipMOS TECHNOLOGIES INC. and subsidiaries (collectively the “Company”) as of December 31, 2005 and 2006, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006, all expressed in New Taiwan dollars. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the Republic of China and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2005 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the Republic of China.

Accounting principles generally accepted in the Republic of China vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of net income (loss) for each of the three years in the period ended December 31, 2006, and the determination of shareholders’ equity and financial position as of December 31, 2005 and 2006, to the extent summarized in Note 25.

Moore Stephens
March 8, 2007
Taipei, Taiwan
Republic of China

F-78

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Par Value)

December 31

2005

2006

NT$

US$

(Note 3)

ASSETS

CURRENT ASSETS

Cash and cash equivalents (Note 2)

3,154,097

1,877,501

57,601

Restricted cash and cash equivalents (Note 20)

123,947

81,283

2,494

Financial assets at fair value through profit and loss (Notes 2 and 4)

186,136

1,929,124

59,185

Notes receivable

30,581

31,103

954

Accounts receivable — net of allowance for doubtful receivables and sales return allowances of NT$373,597 in 2005 and NT$117,046 in 2006 (Notes 2 and 6)

2,401,045

3,045,346

93,430

Receivables from related parties (Notes 2, 6 and 19):

Notes and accounts — net of allowance for doubtful receivables and sales return allowances of NT$9,429 in 2005 and NT$22,837 in 2006

1,419,976

1,838,964

56,419

Others receivable — net of allowance for doubtful receivables of NT$8,520 in 2005 and NT$8,520 in 2006

5,315

9,979

306

Other receivable — net of allowance for doubtful receivables of NT$9,754 in 2005 and NT$9,754 in 2006 (Notes 2 and 6)

169,337

36,276

1,113

Inventories — net (Notes 2 and 7)

540,422

888,518

27,259

Deferred income tax — net (Notes 2 and 18)

239,202

134,337

4,121

Prepaid expenses and other current assets

60,807

95,381

2,926

Total Current Assets

8,330,865

9,967,812

305,808

FUNDS AND LONG-TERM INVESTMENTS (Notes 2, 8 and 9)

413,125

366,743

11,252

PROPERTY, PLANT AND EQUIPMENT (Notes 2 and 10)

Cost

Land

530,268

530,269

16,269

Buildings and auxiliary equipment

4,626,061

5,454,623

167,345

Machinery and equipment

23,510,371

35,580,645

1,091,598

Furniture and fixtures

579,390

713,646

21,895

Transportation equipment

30,351

28,596

877

Tools

1,390,087

2,221,133

68,143

Leasehold improvements

3,167

1,915

Total cost

30,669,695

44,530,827

1,366,186

Accumulated depreciation

(15,029,981

)

(19,250,030

)

( 590,582

)

Construction in progress and advance payment

3,346,985

2,573,585

78,956

Net Property, Plant and Equipment

18,986,699

27,854,382

854,560

INTANGIBLE ASSETS — NET (Notes 2 and 11)

103,371

144,317

4,427

OTHER ASSETS

Employee dormitory building — net of accumulated depreciation of NT$64,911 in 2005 and NT$80,868 in 2006 (Note 2)

165,380

170,110

5,219

Refundable deposits

17,846

29,529

906

Restricted cash and cash equivalents (Note 20)

1,500

—

Goodwill (Note 2)

75,773

102,134

3,133

Total Other Assets

260,499

301,773

9,258

TOTAL ASSETS

28,094,559

38,635,027

1,185,305

(Forward)

F-79

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Par Value)

December 31

2005

2006

NT$

US$

(Note 3)

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Bank loans (Note 12)

467,834

853,360

26,181

Commercial paper payable (Note 13)

149,413

—

Notes payable

3,927

—

Accounts payable

657,963

728,150

22,339

Payables to related parties (Note 19):

Accounts payable

2,214

4,295

132

Others

45,490

30,990

951

Payables to contractors and equipment suppliers

372,329

855,228

26,238

Accrued expenses and other current liabilities

884,930

1,402,613

43,031

Current portion of long-term liabilities (Notes 14)

2,300,916

2,335,284

71,645

Total Current Liabilities

4,885,016

6,209,920

190,517

LONG-TERM LIABILITIES

Long-term loans (Note 14)

4,433,851

10,202,068

312,995

Total Long-Term Liabilities

4,433,851

10,202,068

312,995

OTHER LIABILITIES

Deferred income tax — net (Notes 2 and 18)

148,951

298,223

9,149

Accrued pension cost (Notes 2 and 15)

81,658

47,572

1,460

Deferred credits(Note 19)

593,666

561,137

17,215

Guarantee deposits

1,454

5,833

179

Total Other Liabilities

825,729

912,765

28,003

Total Liabilities

10,144,596

17,324,753

531,515

Minority Interests

3,494,210

3,482,966

106,856

COMMITMENTS AND CONTINGENCIES (Note 21)

SHAREHOLDERS’ EQUITY (Notes 2, 16 and 17)

Capital stock — NT$10 par value

Authorized — 970,000 thousand shares

Issued — 893,442 thousand shares in 2005 and 2006

8,934,423

274,104

Capital surplus

2,145,998

2,154,694

66,105

Retained earnings:

Appropriated as legal reserve

577,474

801,311

24,584

Unappropriated earnings

2,921,486

6,062,385

185,991

Unrealized loss on financial instrument

(1,673

)

—

Cumulative translation adjustments

(1,803

)

(2,162

)

(66

)

Treasury stock (Note 2 and 16)

(120,152

)

(123,343

)

(3,784

)

Total Shareholders’ Equity

14,455,753

17,827,308

546,934

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

28,094,559

38,635,027

1,185,305

The accompanying notes are an integral part of the condolidated financial statements.

F-80

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Earnings Per Share)

Year Ended December 31

2004

2005

2006

NT$

US$

(Note 3)

NET REVENUES (Notes 2 and 19)

Related parties

4,847,570

4,614,013

5,660,398

173,659

Third parties

10,020,307

10,142,510

14,164,163

434,550

Total Net Revenues

14,867,877

14,756,523

19,824,561

608,209

COST OF REVENUE (Note 19)

Related parties

3,236,183

3,435,771

4,222,566

129,546

Third parties

7,508,045

7,401,916

9,246,407

283,676

Total Cost of Revenue

10,744,228

10,837,687

13,468,973

413,222

GROSS PROFIT

4,123,649

3,918,836

6,355,588

194,987

OPERATING EXPENSES (Note 19)

Research and development

295,777

274,433

274,751

8,429

General and administrative

480,596

557,983

555,715

17,050

Marketing

323,300

228,329

101,352

3,109

Total Operating Expenses

1,099,673

1,060,745

931,818

28,588

INCOME FROM OPERATIONS

3,023,976

2,858,091

5,423,770

166,399

NON-OPERATING INCOME

Gain on sales of investments (Note 2)

—

1,032

Rental (Note 19)

28,467

27,698

23,373

717

Interest

31,463

45,584

29,558

907

Subsidy income

6,100

9,769

9,592

294

Cash dividends

—

16,897

3,490

107

Recovery of allowance for loss on inventory

67,002

74,581

—

Gain on appraisal of financial assets (Notes 2 and 4)

—

85,958

41,427

1,271

Gain on disposal of property, plant and equipment (Note 2)

45,520

41,511

24,929

765

Gain on disposal of idle assets

—

29,846

—

Foreign exchange gain — net (Note2)

—

61,501

12,332

378

Other (Note 19)

96,094

117,596

96,988

2,976

Total Non-Operating Income

274,646

510,941

242,721

7,447

(Forward)

F-81

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Earnings Per Share)

Year Ended December 31

2004

2005

2006

NT$

US$

(Note 3)

NON-OPERATING EXPENSES

Loss on sales of investments (Note 2)

6,561

33,024

—

Interest

257,144

223,389

258,770

7,939

Loss on appraisal of financial assets (Note 4)

52,274

—

Investments loss recognized by equity method — net (Notes 2 and 8)

29,160

126,802

—

Other investment loss

49,833

4,854

—

Impairment loss (Notes 2 and 8)

214,403

320,293

58,379

1,791

Financing cost

15,369

6,474

10,437

320

Loss on disposal of property, plant and equipment (Note 2)

21,447

24,231

521

Foreign exchange loss — net (Note 2)

141,496

—

Other

43,278

156,370

78,206

2,400

Total Non-Operating Expenses

830,965

895,437

406,313

12,466

INCOME BEFORE INCOME TAX AND

2,467,657

2,473,595

5,260,178

161,380

MINORITY INTERESTS

INCOME TAX BENEFIT (EXPENSE) (Notes 2 and 18)

132,599

(44,665

)

(546,604

)

(16,770

)

INCOME FOR MINORITY INTERESTS

(305,151

)

(320,894

)

(575,304

)

(17,650

)

PRE-ACQUISITION EARNINGS

27,655

—

NET INCOME

2,322,760

2,108,036

4,138,270

126,960

EARNINGS PER SHARE

Based on weighted-average number of shares outstanding of 887,227 thousand shares in 2004 and 885,686 thousand shares in 2005 and 886,012 thousand shares in 2006

2.62

2.38

4.67

0.14

Based on weighted-average number of shares outstanding — retroactively adjusted

2.62

2.38

4.67

0.14

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

F-82

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and U.S. Dollars, Except Earnings Per Share)


					CAPITAL SURPLUS (Notes 2 and 17)										RETAINED EARNINGS (Note 17)
	CAPITAL STOCK ISSUED
																													UNREALIZED
																													LOSS
																	Unappropriated						CUMULATIVE						ON
					Additional				Long-								Earnings						TRANSLATION			TREASURY			FINANCIAL			TOTAL
	Shares				Paid-				term						Legal		(Accumulated						ADJUSTMENT			STOCK			INSTRUMENT			SHAREHOLDERS’
	(Thousand)		Amount		in Capital		Merger		investments			Total			Reserve		Deficits)			Total			(Note 2)			(Note 16)			(Note 2)			EQUITY
			NT$		NT$		NT$		NT$			NT$			NT$		NT$			NT$			NT$			NT$			NT$			NT$
BALANCE, JANUARY 1, 2000		646,929		6,469,289		—		3,051		—			3,051			175,816		948,646			1,124,462			47			—					#REF!
Appropriation of 1999 earnings:
Legal reserve		—		—		—		—		—			—			94,597		(94,597	)		—			—			—						—
Remuneration to directors and supervisors		—		—		—		—		—			—			—		(17,027	)		(17,027	)		—			—						(#REF!	)
Bonus to employees-stock		8,513		85,137		—		—		—			—			—		(85,137	)		(85,137	)		—			—						—
Stock dividends-11.6%		75,044		750,437		—		—		—			—			—		(750,437	)		(750,437	)		—			—						—

Issuance of capital stock, August 10, 2000		100,000		1,000,000		2,500,000		—		—			2,500,000			—		—			—			—			—					#REF!

Net income in 2000		—		—		—		—		—			—			—		1,539,021			1,539,021			—			—					#REF!
Translation adjustments		—		—		—		—		—			—			—		—			—			(343	)		—					(#REF!		)
Gain on disposal of property, plant and equipment		—		—		—		3,081		—			3,081			—		(3,081	)		(3,081	)		—			—						—
Unrealized loss on long-term investments		—		—		—		—		—			—			—		—			—			—			—					(#REF!		)


BALANCE, JANUARY 1, 2004		887,227		8,872,272		2,084,757		—		13,663			2,098,420			424,007		(788,093	)		(364,086	)		(619	)		—			—			10,605,987
Net income in 2004		—		—		—		—		—			—			—		2,322,760			2,322,760			—			—			—			2,322,760
Adjustment of equity method for long-term investment		—		—		—		—		190,530			190,530			—		—			—			—			—			—			190,530
Cumulative translation adjustments		—		—		—		—		—			—			—		—			—			(3,015	)		—			—			(3,015	)
Unrealized loss on market value decline of long-term investments		—		—		—		—		—			—			—		—			—			—			—			(805	)		(805	)


BALANCE, DECEMBER 31, 2004		887,227		8,872,272		2,084,757		—		204,193			2,288,950			424,007		1,534,667			1,958,674			(3,634	)		—			(805	)		13,115,457
Appropriations of 2004 earnings:
- Appropriated as legal reserve		—		—		—		—		—			—			153,467		(153,467	)		—			—			—			—			—
-Cash dividend		—		—		—		—		—			—			—		(532,336	)		(532,336	)		—			—			—			(532,336	)
-Remuneration paid to directors and supervisors		—		—		—		—		—			—			—		(27,624	)		(27,624	)		—			—			—			(27,624	)
-Employees bonus		—		—		—		—		—			—			—		(138,120	)		(138,120	)		—			—			—			(138,120	)
Adjustment of equity method for long-term investment		—		—		—		—		(170,713	)		(170,713	)		—		130,330			130,330			—			—			—			(40,383	)
Cumulative translation adjustment		—		—		—		—		—			—			—		—			—			1,831			—			—			1,831
Purchase of treasury stock		—		—		—		—		—			—			—		—			—			—			(115,402	)		—			(115,402	)
Outstanding shares owned by subsidiaries		—		—		—		—		—			—			—		—			—			—			(4,750	)		—			(4,750	)
Unrealized loss on financial instrument		—		—		—		—		—			—			—		—			—			—			—			(868	)		(868	)
Issuance of new stocks for merger		6,215		62,151		—		27,761		—			27,761			—		—			—			—			—			—			89,912
Net income in 2005		—		—		—		—		—			—			—		2,108,036			2,108,036			—			—			—			2,108,036


BALANCE, DECEMBER 31, 2005		893,442		8,934,423		2,084,757		27,761		33,480			2,145,998			577,474		2,921,486			3,498,960			(1,803	)		(120,152	)		(1,673	)		14,455,753
Appropriations of 2005 earnings:
- Appropriated as legal reserve		—		—		—		—		—			—			223,837		(223,837	)		—			—			—			—			—
-Cash dividend		—		—		—		—		—			—			—		(531,791	)		(531,791	)		—			—			—			(531,791	)
-Remuneration paid to directors and supervisors		—		—		—		—		—			—			—		(40,290	)		(40,290	)		—			—			—			(40,290	)
-Employees bonus		—		—		—		—		—			—			—		(201,453	)		(201,453	)		—			—			—			(201,453	)
Adjustment of equity method for long-term investment		—		—		—		—		8,696			8,696			—		—			—			—			—			—			8,696
Cumulative translation adjustment		—		—		—		—		—			—			—		—			—			(359	)		—			—			(359	)
Purchase of treasury stock		—		—		—		—		—			—			—		—			—			—			(3,191	)		—			(3,191	)
Unrealized loss on financial instrument		—		—		—		—		—			—			—		—			—			—			—			1,673			1,673
Net income in 2006		—		—		—		—		—			—			—		4,138,270			4,138,270			—			—			—			4,138,270

BALANCE, DECEMBER 31, 2006		893,442		8,934,423		2,084,757		27,761		42,176			2,154,694			801,311		6,062,385			6,863,696			(2,162	)		(123,343	)		—			17,827,308

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

F-83

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and and U.S. Dollars)

Year Ended December 31

2004

2005

2006

NT$

US$

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

2,322,760

2,108,036

4,138,270

126,960

Adjustment to reconcile net income to net cash provided by operating activities:

Depreciation

3,353,537

4,087,487

5,249,548

161,054

Amortization

104,150

132,702

96,930

2,974

Investment loss — net

78,993

131,656

—

Loss (gain) on appraisal of financial assets

52,274

(85,958

)

(41,427

)

(1,271

)

Loss (gain) on sales of investments

6,561

—

(1,032

)

(32

)

Gain on disposal of property, plant and equipment — net

(60,997

)

(5,986

)

(5,719

)

(175

)

Deferred income tax — net

(174,527

)

(45,826

)

254,137

7,797

Accrued pension cost

22,619

(21,016

)

(34,086

)

(1,046

)

Deferred credits

534,412

(32,530

)

(28,742

)

(882

)

Impairment losses

214,403

320,293

58,379

1,791

Changes in operating assets and liabilities:

Decrease (increase) in financial assts at fair value through profit and loss

(1,976,291

)

2,740,805

(1,698,705

)

(52,116

)

Notes receivable and accounts receivable

(420,188

)

(550,001

)

(1,063,811

)

(32,637

)

Other receivables

1,630,417

28,898

128,397

3,939

Inventories

(55,812

)

66,753

(348,096

)

(10,679

)

Prepaid expenses and other current assets

286,919

61,899

(34,574

)

(1,061

)

Notes payable and accounts payable

(12,914

)

71,601

68,341

2,097

Other payables

(611,407

)

(15,541

)

(14,500

)

(445

)

Income tax payable

—

87,643

206,192

6,326

Accrued expenses and other current liabilities

222,988

(136,728

)

311,491

9,556

Minority interest

139,575

181,769

(30,092

)

(923

)

Net Cash Provided by Operating Activities

5,657,472

9,125,956

7,210,901

221,227

CASH FLOWS FROM INVESTING ACTIVITIES

Decrease in restricted cash and cash equivalents

146,632

21,299

44,164

1,355

Proceeds from sales of:

Property, plant and equipment

382,177

201,369

216,200

6,633

Funds and long-term investments

869,421

—

10,032

308

Acquisitions of:

Funds and Long-term investments

(140,788

)

(116,400

)

(20,741

)

(636

)

Property, plant and equipment

(7,568,722

)

(6,620,676

)

(13,862,110

)

(425,283

)

Intangible assets

(89,795

)

(125,117

)

(115,072

)

(3,530

)

Employee dormitory building

(475

)

(3,304

)

(14,676

)

(450

)

Decrease (increase) in refundable deposits

52,160

(1,573

)

(11,683

)

(359

)

Decrease in other financial assets

339,700

—

Cash inflow from acquisition of subsidiary (Note 22)

94,337

7,261

—

Cash inflow from disposal of subsidiary (Note 22)

—

48,035

—

Net Cash Used in Investing Activities

(5,915,353

)

(6,589,106

)

(13,753,886

)

(421,962

)

(Forward)

F-84

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2005 and 2006
(In Thousands of New Taiwan and and U.S. Dollars)

Year Ended December 31

2004

2005

2006

NT$

US$

CASH FLOWS FROM FINANCING ACTIVITIES

Payments on:

Bank loans

(863,204

)

(314,968

)

—

Commercial papers

—

(149,413

)

(4,584

)

long-term bonds payable

—

(333,195

)

—

Long-term loans

—

(888,664

)

—

Proceeds from:

Bank loans

—

385,526

11,828

Commercial papers

—

149,413

—

Long-term loans

2,784,163

—

5,802,585

178,021

Increase (Decrease) in guarantee deposits

(584

)

314

4,379

134

Employee bonus

—

(138,120

)

(201,453

)

(6,181

)

Dividends

—

(532,336

)

(531,791

)

(16,315

)

Remuneration paid to directors and supervisors

—

(27,624

)

(40,290

)

(1,236

)

Purchase of treasury stock

—

(115,402

)

(3,191

)

(98

)

Net Cash Provided by (Used in) Financing Activities

1,920,375

(2,200,582

)

5,266,352

161,569

Effect of Exchange Rate Changes

—

(327

)

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS

1,662,494

335,941

��

(1,276,596

)

(39,165

)

CASH AND EQUIVALENTS, BEGINNING OF THE YEAR

1,155,662

2,818,156

3,154,097

96,766

CASH AND EQUIVALENTS, END OF THE YEAR

2,818,156

3,154,097

1,877,501

57,601

SUPPLEMENTAL INFORMATION

Income tax paid

834

2,351

87,844

2,695

Interest paid (excluding the amounts of NT$73,641 capitalized in 2005 and NT$106,229 capitalized in 2006)

259,947

210,327

238,600

7,320

NON-CASH INVESTING AND FINANCING ACTIVITIES

Current portion of long-term loans

3,026,974

2,300,916

2,335,284

71,645

Credit balances of long-term investments under equity method presented as part of other receivables from related parties

5,429

—

Reclassification of property, plant, and equipment into long-term investments under equity method

648,248

—

Reclassification of property, plant, and equipment into other assets

36,846

64,168

6,611

203

Reclassification of property, plant, and equipment into intangible assests

—

1,263

22,804

700

PARTIAL CASH PAID FOR INVESTING ACTIVITIES

Cash paid for acquisition of property, plant and equipment:

Total acquisitions

7,633,275

6,680,444

14,345,009

440,098

Increase in payables to contractors and equipment suppliers

(64,553

)

(59,768

)

(482,899

)

(14,815

)

7,568,722

6,620,676

13,862,110

425,283

The accompanying notes are an integral part of the financial statements.

F-85

ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

ChipMOS TECHNOLOGIES INC. (ChipMOS Taiwan) was incorporated on July 28, 1997 as a joint venture company of Mosel Vitelic Inc. (MVI) and Siliconware Precision Industries Co. Ltd. (SPIL). Its operations, which began on August 12, 1997, consist of research, development, manufacturing, testing, and assembly of integrated circuits, LCD and other Flat-Panel Display Driver Semiconductors. ChipMOS Taiwan also provides semiconductor testing and assembly services on a turnkey basis, in which ChipMOS Taiwan purchases fabricated wafers and sells tested and assembled semiconductors to application and system manufacturers.

On January 12, 2001, the holders of an aggregate of 583,419 thousand common shares of ChipMOS Taiwan executed a Purchase and Subscription Agreement whereby they transferred their shares to ChipMOS TECHNOLOGIES (Bermuda) LTD. (ChipMOS Bermuda) in exchange for 58,342 thousand newly issued common shares of ChipMOS Bermuda. The selling shareholders, who previously held in an aggregate 70.25% of the outstanding common shares of ChipMOS Taiwan, thus, became the holders of the entire outstanding common shares of ChipMOS Bermuda. As of December 31, 2006, ChipMOS Bermuda owned 70.42% of the outstanding common shares of ChipMOS Taiwan.

As of December 31, 2006, ChipMOS Taiwan owned 100% of the outstanding shares of both ChipMOS Japan Inc. (ChipMOS Japan) and ChipMOS USA Inc. (ChipMOS USA), 35.62 % of ThaiLin Semiconductor Corp. (ThaiLin)

ChipMOS Japan was incorporated in Japan in June 1999, and ChipMOS USA was incorporated in the United States of America in October 1999. The two companies engage in sales and customer services and all the expenses incurred from these activities are charged to current income. ChipMOS Japan began generating revenue in 2000, while ChipMOS USA began generating revenue in 2001.

ThaiLin was incorporated on May 15, 1996 and is listed on the GreTai Securities Market in Taiwan. ThaiLin is engaged in wafer and semiconductor testing services. On December 31, 2002, ChipMOS Taiwan acquired an equity interest of 41.8% in ThaiLin. On December 1, 2003, ChipMOS Taiwan obtained controlling influence over ThaiLin’s decisions on its operations, personnel and financial policies. On December 1, 2005,

F-86

ChipMOS Logic TECHNOLOGIES INC. (ChipMOS Logic) merged into ThaiLin pursuant to the merger agreement in August 2005. ChipMOS Logic stock was exchanged for ThaiLin stock at the ratio of 2.8 to 1. After the merger and as of December 31, 2006, ChipMOS Taiwan held a 35.62% (2005: 34.14%) equity interest in ThaiLin.

ChipMOS Logic was incorporated in Taiwan on January 28, 2004, with ChipMOS Taiwan holding 62.5% interest and ThaiLin holding 37.5% interest. On March 29, 2004, ChipMOS Logic issued additional shares to institutional investors. As a result, ChipMOS Taiwan’s interest in ChipMOS Logic was diluted to 44.44% and ThaiLin’s interest was diluted to 26.67%. ChipMOS Logic is engaged in logic testing services. On April 30, 2004, WORLD WIDE TEST Technologies Inc. (WWT) merged into ChipMOS Logic, with ChipMOS Logic as the surviving entity, in a stock-for-stock merger pursuant to which shareholders of WWT received one common share of ChipMOS Logic in exchange for 10 common shares of WWT. As of December 31, 2004, ChipMOS Taiwan and ThaiLin owned approximately 56.10% and 24.62%, respectively, of ChipMOS Logic. On December 1, 2005, ChipMOS Logic merged into ThaiLin (see above).

CHANTEK ELECTRONIC CO., LTD. (CHANTEK) was incorporated in Taiwan in May 1989, and is listed on the GreTai Securities Market in Taiwan. It provides semiconductor assembly services for low-density volatile and non-volatile memory semiconductors, consumer semiconductors and microcontroller semiconductors. ChipMOS Taiwan acquired its 34% ownership interest in CHANTEK on September 16, 2002. On April 1, 2004, PlusMOS was merged into CHANTEK in a stock-for-stock merger pursuant to which shareholders of PlusMOS received 1.1 common shares of CHANTEK in exchange for one common share of PlusMOS. Upon consummation of this merger, ChipMOS Taiwan became the controlling shareholder of CHANTEK. ChipMOS Taiwan increased its ownership in CHANTEK during 2004 and held 68.04% interest as of December 31, 2004. On November 21, 2005, CHANTEK merged into ChipMOS Taiwan pursuant to the merger agreement entered into between ChipMOS Taiwan and CHANTEK in June 2005. CHANTEK stock was exchanged for ChipMOS Taiwan stock at the ratio of 3.6 to 1. As a result, ChipMOS Taiwan issued 6,215 thousand shares to CHANTEK shareholders, reducing ChipMOS Bermuda and SPIL’s interests in ChipMOS Taiwan from 70.34% and 28.73% to 69.85% and 28.53%, respectively.

FIRST SEMICONDUCTOR TECHNOLOGY, INC. (FST) was incorporated in the United States of America in June 1998 and engaged in IC logic testing services. ChipMOS Taiwan acquired its 67.83% ownership interest in FST on November 1, 2004 and held 67.83% as of December 31, 2004. On April 29, 2005, ChipMOS Taiwan sold all its ownership of FST.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

For 2005, the consolidated financial statements include the accounts of ChipMOS

F-87

Taiwan and all subsidiaries (hereinafter, referred to individually or collectively as the “Company”), including ThaiLin, ChipMOS USA, ChipMOS Japan; CHANTEK and ChipMOS Logic up to their respective dates of merger, and FST up to the date of sale in which ChipMOS Taiwan holds a controlling interest or voting interests in excess of 50% in accordance with the requirements of ROC Statement of Financial Accounting Standards (“SFAS No. 7”) which was revised on December 9, 2004 and effective on January 1, 2005. For 2004, among aforementioned entities, the accounts of ChipMOS USA and ChipMOS Japan were too nominal, so they were not included in the consolidated financial statement. All significant intercompany accounts and transactions have been eliminated.

The consolidated financial statements were prepared in conformity with Guidelines for Securities Issuers’ Financial Reporting, Commercial Accounting Law, accounting principles generally accepted in Republic of China (ROC), other relevant laws and regulations. The Company significant accounting policies are summarized as follows:

Classification in the balance sheet

A year is used to classify assets/liabilities as current or non-current in the balance sheet.

Cash equivalents

Commercial papers acquired under resale agreements with original maturity dates of less than three months are classified as cash equivalents.

Financial assets

The financial assets are categorized into financial assets at fair value through profit or loss, available-for-sale, held-to-maturity financial assets, and financial assets carried at cost, etc. The financial assets are initially recognized at fair value. The transaction costs directly attributable to the acquisition of financial assets at fair value through profit and loss shall be expensed as incurred, whereas for others shall be included in the original costs.

The financial assets at fair value through profit or loss include investments for trading purpose and those designated as financial assets reported at fair value, with the subsequent changes in fair value recognized in earnings.

The available-for-sale financial assets are carried at fair value, with the subsequent changes in fair value reported as a separate component of shareholders’ equity. If there is objective evidence indicating that impairment has occurred, the impairment loss shall be recognized. For equity securities, the subsequent reversal of impairment loss shall be recorded as an adjustment of shareholders’ equity; for debt securities, the adjustment shall be recognized

in earnings, provided that the reversal is related to the event which occurred after the impairment loss was recognized.

The held-to-maturity financial assets are carried at amortized cost. If there is objective evidence indicating that impairment has occurred, the impairment loss shall be recognized. The subsequent reversal of impairment loss shall be recognized in earnings to the extent of the amortized cost, provided that the reversal is related to the event, which occurred after the impairment loss was recognized.

F-88

Investments that do not have a quoted market price in an active market and their fair value cannot be readily determinable are carried at original cost. The recognized impairment loss cannot be reversed subsequently.

Allowance for doubtful receivables

Allowance for doubtful accounts is provided based on evaluation of the collectibility of the receivables evaluated based upon the overall financial condition and payment history of the individual customers as well as the age of the receivables.

Allowances for sales returns and discounts

Allowances for sales returns and discounts are provided based on the sales returns from the past experience; such provisions are deducted from sales and the related costs of products are deducted from cost of products sold.

Inventories

Inventories are stated at the lower of standard cost (which approximates actual weighted average cost) or market value. Market value represents replacement cost for raw materials and net realizable value for other inventories.

Investments Accounted for Using Equity Method

Effective January 1, 2006, pursuant to the revised SFAS No.5 “Long-term Investments in Equity Securities”, the existing difference between the cost of investment and the Company’s share of the investee’s net equity treated as either goodwill with investment premium, has no longer being amortized; or deferred credit with negative premium, shall continue to be amortized over the remaining periods. The future difference shall be allocated to the related assets according to the method applied to identify net assets at the process of acquisition in accordance with SFAS No. 25 “Business Combination”.

Property, plant and equipment and non-operating properties

Property, plant and equipment and non-operating properties are stated at cost less accumulated depreciation. Major additions, renewals and betterment are capitalized, while maintenance and repairs are expensed currently.

The initial estimate of the service lives of the property, plant and equipment is as follows: Machinery and equipment, 1 to 6 years; buildings and auxiliary equipment, 1 to 54 years; furniture and fixtures, 1 to 5 years; tooling, 1 to 2 years; transportation equipment, 5 years; and leasehold improvements, 1 to 10 years. The foregoing service lives plus one year to represent the estimated salvage value are used to depreciate the property, plant and equipment using the straight-line method. The carrying value of property, plant and equipment, which were fully depreciated using the foregoing service lives, but are still being used by the Company are depreciated over their remaining estimated service lives.

Upon sale or disposal of items of properties, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is credited or charged to current income.

F-89

Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is recognized as an asset and not to be amortized any more since January 1, 2006.

Goodwill arising on the acquisition of an associate or a jointly controlled entity is included within the carrying amount of the associate or jointly controlled entity. Goodwill arising on the acquisition of subsidiaries is presented separately in the balance sheet.

Intangible assets

Intangible assets are amortized using the straight-line method over the following periods: Technology know-how, 5 years; technology license fee, and deferred charges, 3 to 10 years.

Revenue recognition

Sales are recognized when titles of products and risks of ownerships are transferred to customers, primarily upon shipment.

Foreign-currency transactions

Foreign-currency transactions, except derivative financial instruments, are recorded in New Taiwan dollars at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except those foreign currency denominated investments in shares of stock where such differences are accounted for as translation adjustments under stockholders’ equity.

Pension costs

Pension costs are recorded based on actuarial calculations. Unrecognized net transition obligation is amortized over 15 years.

Retirement benefit contributions are made to independent pension funds, Contributions are made based on a percentage of the employees’ salaries, and are charged to current income as incurred.

Income tax

The Company adopts inter-period income tax allocation method. Deferred income tax assets are recognized for the tax effects of deductible temporary differences, unused tax credits, and operating loss carry forwards and those of taxable temporary differences are

F-90

recognized as deferred income tax liabilities. Valuation allowance is provided for deferred tax assets that are not certain to be realized. A deferred tax asset or liability is classified as current or non-current based on the classification of the related asset or liability. However, if a deferred asset or liability cannot be related to an asset or liability in the financial statements, then it is classified as current or non-current based on the expected reversal dates of the temporary difference.

Any tax credit arising from the purchase of machinery, equipment and technology, research and development expenditures, personnel training, investments in important technology-based enterprise are recognized by the flow-through method.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

Income taxes (10%) on unappropriated earnings generated are recorded as expense in the year when the stockholders have effectively resolved that earnings shall be retained.

With the “Income Basic Tax Act” takes effect as of January 1, 2006, the calculation base for income tax payment should be either the taxable income calculated by the “Income Tax Act” plus tax exemptions granted under other laws, taxed at rate of 10% as set by the Executive Yuan of the ROC, or that calculated in accordance with the “Income Tax Act”, which ever is higher. The Company has included this effect in the current income tax provision.

Derivative financial instruments

Foreign currency forward exchange contracts (forward contracts), entered into for purposes other than trading, are recorded as follows: the differences in the New Taiwan dollar amounts translated using the spot rates as of the contract date and the amounts translated using the contracted forward rates are amortized over the terms of the forward contracts using the straight-line method. At the balance sheet dates, the receivables or payables arising from forward contracts are restated using the prevailing spot rates and the resulting differences are recognized in income. Also, the receivables and payables related to the forward contract are netted and the resulting net amount is presented as either an asset or liability.

The aggregate amount of the foreign currency to be acquired or sold under European option contracts, entered into as hedge of anticipated transactions, is not recorded as assets or liabilities. The amounts received on options written and the amounts paid on options purchased are amortized using the straight-line method over the term of the contract. The gains arising from the exercise of the options or the losses arising from options not exercised are recognized as adjustments to the carrying values when the hedged transaction occurs.

Treasury stock

The Company adopted ROC SFAS No. 30, “Accounting for Treasury Stock”. The Company purchases its own outstanding shares and the shares of parent company held by its subsidiaries are regarded as treasury stock.

Impairment losses of assets

F-91

The Company adopted ROC SFAS No. 35, “Accounting for asset impairment” on January 1, 2005, which requires that certain assets, including properties, assets leased to others and deferred charges, are subject to an impairment review in order to look for any indication that the value of assets might be impaired on the balance date. An impairment loss should be recognized whenever the recoverable amount of the asset or the cash-generating unit is below the carrying value of an asset.

The recoverability is determined by comparing the carrying amount of the asset (or asset group) on the date it is being tested for recoverability to the higher of the net fair value of the assets or the sum of the expected net present value of future cash flows generated by the assets and eventual disposal. A cash-generating unit, which includes allocation of goodwill, shall be tested for impairment on an annual basis. The impairment loss shall first credit to the portion of goodwill, then allocate to other assets according to the proportional ratio of their book value. The recognized impairment losses of goodwill cannot be reversed.

If any evidence indicates that the impairment loss recognized in previous years has decreased, the Company shall re-perform the recoverability test and adjust the carrying value of the assets to the extent of recoverable amount. However, the adjusted carrying value of the assets due to loss reversal should not be in excess of the original book value, net of depreciation or amortization, had the impairment loss not been recognized.

After the recognition of an impairment loss, the depreciation (amortization) charged on the assets shall be adjusted in future periods by the revised carrying values of the assets (net of accumulated impairment), less their salvage value, on a systematic basis over their remaining useful lives.

Reclassifications

Certain accounts in 2004 and 2005 have been reclassified to conform to 2006 classifications.

3. TRANSLATION INTO U.S. DOLLAR AMOUNTS

The Company maintains its accounts and expresses its consolidated financial statements in New Taiwan dollars. For convenience purposes, U.S. dollar amounts presented in the accompanying consolidated financial statements have been translated from New Taiwan dollars at the mid-price of the USD as quoted by Bank of Taiwan as of December 31, 2006, which was NT$32.595 to US$1.00. The convenience translations should not be construed as representations that the New Taiwan dollar amounts have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

4. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

F-92


	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Trading Purpose Financial Assets:
Stocks		153,303		257,652		7,905
Open-ended funds		32,833		1,671,472		51,280

Total		186,136		1,929,124		59,185

Starting from 2006, the Company first applied ROC SFAS No.34 and No. 36, and reclassified the short-term investments as of December 31, 2005 as trading purpose financial assets.

Short-term investment as of December 31, 2005, which was originally, valuated using the lower of cost or market method, starting from 2006, is valuated by fair value with the adoption of ROC SFAS No. 34. The fair value is based on the market price at year-end.

During 2005, ChipMOS Taiwan sold its investment in common stock of MVI and of ProMOS Technologies Inc. (ProMOS) at a loss of NT$68,401 thousand and at a gain of NT$907 thousand, respectively.

During 2006, ChipMOS Taiwan sold its investment in common stock of MVI at a price of NT$30,436 thousand.

As of December 31, 2006, ChipMOS Taiwan held 0 thousand (2005: 2,069 thousand) shares of common stock of MVI and 4,201 thousand (2005 : 701 thousand) shares of common stock of ProMOS.

5. AVAILABLE-FOR-SALE FINANCIAL ASSETS


	December 31
	2005			2006
	NT$			NT$		US$
	(In Thousands)

Integrated Silicon Solution, Inc. (ISSI)		2,856			—		—
Loss on appraisal of financial assets		(2,856	)		—		—


		—			—		—

During 2005, ThaiLin acquired 6 thousand preference shares of ISSI with the mergence with ChipMOS Logic. Since January 1, 2006, ThaiLin adopted ROC GAAP No.34 reclassifying the asset into available-for-sale securities- non-current and recognizing unrealized losses on financial assets as reduction in shareholders’ equity.

During 2006, ThaiLin sold the 6 thousand preference shares of ISSI after reclassifying the share from non-current assets into current, and reversed unrealized losses on financial assets of 2,856 thousand.

6. ALLOWANCE FOR DOUBTFUL RECEIVABLES

F-93


	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$			US$
	(In Thousands)
Balance, beginning of year		97,288		292,051		401,300			12,312
Additions		194,763		109,249		88,413			2,712
Reversals		—		—		(54,684	)		(1,678	)
Write offs		—		—		(276,872	)		(8,494	)


Balance, end of year		292,051		401,300		158,157			4,852

7. INVENTORIES — NET


	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)

Finished goods		25,672			38,113			1,169
Work in process		202,951			216,839			6,653
Raw materials		394,261			709,668			21,772

		622,884			964,620			29,594
Less — allowance for losses		(82,462	)		(76,102	)		(2,335	)


		540,422			888,518			27,259

The changes in the inventory valuation allowance are summarized as follows:


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)

Balance, beginning of year		41,546			111,074			82,462			2,530
Additions		150,231			45,969			—			—
Reversals		(67,002	)		(74,581	)		(6,360	)		(195	)
Write offs		(13,701	)		—			—			—


Balance, end of year		111,074			82,462			76,102			2,335

8. LONG-TERM INVESTMENTS UNDER EQUITY METHOD


	December 31
	2005					2006
	Carrying			% of		Carrying						% of
	Value			Ownership		Value						Ownership
	NT$					NT$			US$

Ultima Technology Corp. (Ultima Technology)		246,434			30		246,089			7,550			30
Less: Accumulated impairment		(188,310	)				( 246,089	)		(7,550	)


		58,124					—			—

The equity in net income or loss of investee companies which is based on audited financial statements for the years ended December 31, 2004 and 2005 were as follows:


	Year Ended December 31
	2004		2005
	NT$		NT$
	(In Thousands)
ChipMOS Japan		704		—
ChipMOS USA		4,584		—

F-94


	Year Ended December 31
	2004			2005
	NT$			NT$
	(In Thousands)
AMCT		(24,953	)		—
Hua Shen		(84	)		—
Chantek International		(9,411	)		—
Ultima Technology		—			(126,802	)


		(29,160	)		(126,802	)

In 2006, ChipMOS Taiwan did not share the loss of Ultima Technology as no audited financial statements were available.

Certain changes on the shareholders’ equity of investee companies result in the adjustments on ChipMOS Taiwan’s equity according to its ownership to the respective accounts, which in 2005 increased unappropriated earnings by NT$130,330 thousand and decreased capital surplus by NT$170,713 thousand, and in 2006 increased capital surplus by NT$8,696 thousand.

CHANTEK sold 3,846 thousand shares of AMCT during 2004. The gain from disposal of each investment was NT$8,803 thousand.

The difference between the costs of the investment and ChipMOS Taiwan’s proportionate share in the net assets of the investees at the date of acquisition is no longer amortized since January 1,2006.

On May 5, 2004, ChipMOS Taiwan acquired a 30% interest in Ultima Technology for US$11,250 thousand (NT$374,625 thousand). In accordance with ROC SFAS 5, ChipMOS Taiwan deferred its recognition of the proportionate share of loss of Ultima Technology for one year to 2005. Therefore, the share of net loss of Ultima Technology in 2005 also included the share of 2004 loss of Ultima Technology.

The company has been recognized impairment losses for the years ended December 31, 2005 and 2006, which were summarized as follow:


	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)

Ultima Technology		188,310		57,779		1,773

The summarized financial information for equity investees is as follows:


	December 31
	2005		2006
	NT$		NT$			US$
	(In Thousands)
Ultima Technology:
Current assets		2,216		150			5

Non-current assets		53,015		(21,736	)		(667	)

Current liabilities		317		1,734			53

Non-current liabilities		—		—			—

F-95


	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
Ultima Technology.
Net revenue		—			—			—

Cost of revenues		—			—			—

Gross loss		—			—			—

Net loss		(111,624	)		(74,629	)		(2,281	)

F-96

9. FINANICIAL ASSETS VALUATED BY COST


	December 31
	2005				2006
	Carrying		% of		Carrying				% of
	Value		Ownership		Value				Ownership
	NT$				NT$		US$

G-Link Technology., Taiwan (G-Link)		—		2		—		—		—
DigiMedia Technology Co., Ltd., Taiwan (DigiMedia Taiwan)		197,880		19		—		—		—
DigiMedia Technology Co., Ltd., Cayman (DigiMedia Cayman)		—		—		198,666		6,095		12
Best Home Corp. Ltd. (Best Home)		—		19		—		—		—
Sun Fund Securities Ltd. (Sun Fund)		148,120		17		148,120		4,544		17
CDIB High Tech Investment Inc. (CDIB)		9,001		2		—		—		—
Validity Sensors Inc. (VSI)		—		—		19,957		613		—

		355,001				366,743		11,252

During 2004, Sun Fund and CDIB reduced their issued capital by 17% and 50%, respectively.

A loss of NT$49,833 thousand was recognized in respect of the reduction in capital in Sun Fund. The investment of NT$9,000 thousand was returned to ThaiLin in respect of the reduction in capital in CDIB.

In 2005, G-Link reduced their issued capital. A loss of NT$4,854 thousand was recognized in respect of the reduction in capital.

The company has been recognized impairment losses for the years ended December 31, 2004, 2005 and 2006, which were summarized as follow:


	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
	(In Thousands)

G-Link		—		4,855		—		—
Sun Fund		83,217		17,830		—		—
Best Home		89,850		—		—		—
Vigour		41,336		—		—		—

		214,403		22,685		—		—

The Company sold shares of G-Link and CDIB during 2006. The gain (loss) from disposal of each investment was NT$391 thousand and (NT$27 thousand), respectively.

During 2006, CCI liquidated and return the investment of NT$38 thousand to the company.

During 2006, the company sold the shares of ISSI. The gain from disposal of the investment was NT$630 thousand.

F-97

During 2006, the company transferred 14,550 thousand shares of DigiMedia Taiwan to DigiMedia Cayman in exchange for 8,184 thousand shares of DigiMedia Cayman. The exchange ratio was 1:0.5625.

10. PROPERTY, PLANT AND EQUIPMENT — NET

Accumulated depreciation consists of the following:


	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)

Buildings and auxiliary equipment		1,543,312		1,760,726		54,018
Machinery and equipment		12,266,880		15,994,968		490,719
Furniture and fixtures		345,307		338,698		10,391
Transportation equipment		15,976		14,155		434
Tools		857,137		1,141,078		35,008
Leasehold improvements		1,369		405		12

		15,029,981		19,250,030		590,582

In 2005, the investee companies, in accordance with FABS No.35, recognized impairment losses of NT$109,298 (US$3,353) for property, plant and equipment.

As of December 31, 2006, certain of the above buildings and machinery were mortgaged as collateral for the long-term loans (Note 14).

11. INTANGIBLE ASSETS — NET


	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)

Cost
Technology know-how		115,803			148,498			4,556
Software and other deferred expense		314,330			389,746			11,957

		430,133			538,244			16,513


Accumulated amortization
Technology know-how		(105,402	)		(143,297	)		(4,397	)
Software and other deferred expense		(221,360	)		(250,630	)		(7,689	)

		(326,762	)		(393,927	)		(12,086	)

Carrying value		103,371			144,317			4,427

12. BANK LOANS

F-98


	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Unsecured loan:
Working capital loans
NT$50,000 thousand, repayable by December 2006, annual interest at 3.75%		50,000		—		—
NT$100,000 thousand, repayable by January 2006, annual interest at 2.20%		100,000		—		—
NT$100,000 thousand, repayable by January 2006, annual interest at 1.55%		100,000		—		—
USD$26,181 thousand, repayable by June 2007, annual interest at 6.02%-6.35%		—		853,360		26,181
Loan for imports of machinery
JPY$779,090 thousand, repayable by June 2006, annual interest at 0.7505% - - 0.90%		217,834		—		—

		467,834		853,360		26,181

Unused credit lines as of December 31, 2006 aggregated approximately NT$7,230,798 thousand and USD$128,089 thousands, which will expire from January 2007 to December 2007.

13. COMMERCIAL PAPER PAYABLE


	December 31
	2005			2006
	NT$			NT$		US$
	(In Thousands)

Commercial paper		150,000			—		—
Discount on par value		(587	)		—		—

		149,413			—		—

The commercial paper’s actual interest rate is 1.55%-1.622% in 2005 and it expires in February 2006.

F-99

14. LONG-TERM LOANS


	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)

Bank loans, repayable quarterly from November 2004 to February 2007, interest at fixed rate (3.4% as of December 31, 2005 and 2006 respectively)		150,000		30,000		920
Bank loans, repayable quarterly from February 2006 to November 2009, interest at fixed rate (4.69% as of December 31, 2005 and 2006, respectively)		500,000		375,000		11,505
Bank loans, repayable semi-annually from March 2005 to September 2006, interest at floating rate ( 3.645% as of December 31, 2005)		134,000		—		—
Syndicated bank loans collateralized by equipment, repayable semi-annually from September 2004 to September 2007, interest at floating rate (4.72% and 5.03% as of December 31, 2005 and 2006, respectively)		1,142,840		571,400		17,530
Syndicated bank loans, repayable semi-annually from September 2004 to September 2007, interest at floating rate (4.845% and 5.155% as of December 31, 2005 and 2006, respectively)		285,710		142,850		4,383
Syndicated bank loans collateralized by equipment, repayable quarterly from June 2004 to March 2008, interest at floating rate (3.97% and 4.24% as of December 31, 2005 and 2006 respectively)		1,277,308		709,615		21,770
Syndicated bank loans collateralized by equipment, repayable semi-annually from November 2006 to May 2010, interest rate at floating rate (3.72% and 3.99% as of December 31, 2005 and 2006 respectively)		1,000,000		875,000		26,845
(Forward)

F-100


	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)

(Followed)
Research and development subsidy loan, collateralized by time deposits in amounts of NT25,000 thousand, repayable quarterly from July 2003 to July 2006, with zero interest rate		6,181		—		—
Research and development subsidy loan, repayable quarterly from January 2006 to April 2010, interest at fixed rate (1% as of December 31, 2005 and 2006)		29,120		22,649		695
Syndicated bank loans collateralized by equipment, repayable on September 2009, interest at floating rate (3.195% and 3.505% as of December 31, 2005 and 2006 respectively)		500,000		500,000		15,340
Bank loans collateralized by equipment, repayable quarterly from December 2004 to September 2007, interest at floating rate (3.89% and 4.25% as of December 31, 2005 and 2006 respectively)		103,000		39,000		1,197
Bank loans collateralized by equipment, repayable quarterly from February 2005 to November 2008, interest at floating rate (2.9% and 3.14% as of December 31, 2005 and 2006 respectively)		262,505		175,005		5,369
Bank loans collateralized by equipment, repayable quarterly from March 2006 to December 2010, interest at floating rate. (3.2% and 3.08% as of December 31, 2005 and 2006 respectively)		440,000		352,000		10,799
Bank loans collateralized by property, repaid at January 2006, interest at floating rate, (2.5% as of December 31, 2005)		130,000		—		—
Syndicated bank loans collateralized by equipment, repayable quarterly April 2005 to January 2011, interest at floating rate (3.08% and 3.45% as of December 31, 2005 and 2006 respectively)		539,131		431,305		13,232
Syndicated bank loans collateralized by equipment, repayable quarterly December 2003 to September 2008, interest at floating rate (3.08% and 3.45% as of December 31, 2005 and 2006 respectively)		234,972		149,528		4,587
(Forward)

F-101


	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)

(Followed)
Syndicated bank loans collateralized by equipment, repayable semi-annually from April 2008 to April 2011, interest at floating rate (3.14% as of December 31, 2006)		—			6,000,000			184,077
Bank loans, repayable on April 2008, interest at floating rate (3.655% as of December 31, 2006)		—			500,000			15,340
Syndicated bank loans collateralized by equipment, repayable quarterly from July 2006 to April 2008, interest at fixed rate (3.2% as of December 31, 2006)		—			150,000			4,602
Bank loans, repayable quarterly from September 2007 to June 2009, interest at floating rate (3.24% as of December 31, 2006)		—			200,000			6,136
Bank loans, repayable on April 2009 interest at fixed rate (2.89% as of December 31, 2006)		—			200,000			6,136
Bank loans, repayable quarterly from December 2007 to December 2009, interest at floating rate (3.01% as of December 31, 2006)		—			400,000			12,272
Syndicated bank loans collateralized by equipment, repayable semi-annually from June 2009 to December 2013, interest at floating rate (3.09% as of December 31, 2006)		—			450,000			13,806
Syndicated bank loans collateralized by equipment, repayable quarterly from May 2007 to February 2012, interest at floating rate (2.75% as of December 31, 2006)		—			264,000			8,099

		6,734,767			12,537,352			384,640
Less: current portion		(2,300,916	)		(2,335,284	)		(71,645	)

		4,433,851			10,202,068			312,995

According to the agreement signed by ChipMOS Taiwan with Industrial Development Bureau (IDB) in respect to the research and development subsidy loan, ChipMOS Taiwan is obligated to pay the IDB a certain percentage (2%) of sales of the product developed for 3 years after completing the project.

Under the syndicated bank loan facility agreement, ChipMOS Taiwan is required to:

	(1)		Ensure that ChipMOS Bermuda and SPIL maintain a percentage of direct ownership in ChipMOS Taiwan of at least 50% of outstanding shares and have control over its operation.

	(2)		Maintain certain financial ratios. ChipMOS Taiwan was in compliance with the financial ratio requirements as of December 31, 2005.

Certain fixed assets with an aggregate net book value of NT$14,744,473 thousand and time deposits in an aggregate amount of NT$29,633 thousand were mortgaged as collateral for the long—term and short—term loans.

F-102

Future minimum principal payments under the Company long-term loans as of December 31, 2006 are as follows:


	Amount
	NT$		US$
	(In Thousands)

2007		2,335,284		71,645
2008		3,465,885		106,332
2009		3,361,873		103,141
2010		2,181,138		66,916
2011 and thereafter		1,193,172		36,606

		12,537,352		384,640

15. PENSION PLAN

ChipMOS Taiwan and ThaiLin have established defined benefit pension plans for all of their regular employees, which provide benefits based on the length of service and the average monthly salary for the six months period immediately before retirement.

ChipMOS Taiwan and ThaiLin make monthly contributions, equal to 2% of salaries and wages, to a pension fund that is administered by a pension fund monitoring committee and deposited in its name in the Central Trust of China in the Republic of China.

The new Labor Pension Act effective July 2005, required that ChipMOS Taiwan and ThaiLin make monthly deposits, equal to 6% of salaries and wages of employees who chose to join new pension scheme, into individual pension account in Bureau of Labor Insurance.

Certain pension information is as follows:

a. Net pension cost


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)

Service cost		56,065			30,021			1,688			52
Interest cost		8,038			8,159			7,790			239
Projected return on plan assets		(5,304	)		(4,500	)		(4,740	)		(146	)
Amortization		(143	)		1,031			780			24
Unrecognized net (gain)/loss		655			53			53			2


		59,311			34,764			5,571			171

b. Reconciliation of the fund status of the plan and accrued pension cost

F-103


	December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)
Actuarial present value of benefit obligations
Vested benefit obligation		374			415			1,028			32
Nonvested accumulated benefit obligation		169,835			142,011			141,408			4,338
Additional benefits based on future salaries		143,915			140,827			175,209			5,375

Projected benefit obligation		314,124			283,253			317,645			9,745
Plan assets at fair value		(174,349	)		(156,989	)		(199,991	)		(6,135	)

Projected benefit obligation in excess of plan assets		139,775			126,264			117,654			3,610
Unrecognized net transition obligation		(3,043	)		(663	)		(610	)		(19	)
Unrecognized net loss		(34,058	)		(43,943	)		(69,472	)		(2,131	)


Accrued pension cost		102,674			81,658			47,572			1,460

c. Actuarial assumptions


	Year Ended December 31
	2004			2005			2006
Discount rate		3.25	%		2.75	%		2.75	%
Future salary increase rate		3.25	%		3.25	%		3.50%~5.00	%
Expected rate of return on plan assets		3.25	%		2.75	%		2.75	%

d. Changes in pension fund


	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
			(In Thousands)

Contributions		32,160		29,892		39,656		1,217

Payment of benefits		—		—		—

16. TREASURY STOCK


	December 31
	2005		2006
	NT$		NT$		US$
			(In Thousands)
Outstanding shares held by subsidiaries		4,750		4,750		146
Purchase of treasury stock		115,402		118,593		3,638

		120,152		123,343		3,784

As of December 31, 2006, ThaiLin held 254 thousand outstanding shares of ChipMOS Taiwan as long—term investment. The treasury stocks were carried with an amount of NT$4,750 thousand, according to ChipMOS Taiwan’s equity in the cost of the investment recorded by ThaiLin.

In 2005 and 2006, ChipMOS Taiwan purchased 7,098 thousand and 210 shares of treasury stock at the cost of NT$115,402 thousand and NT$3,191 thousand, respectively.

F-104

These shares shall be transferred to employees, resold or de—registered within three years. These shares do not possess shareholder’s equity.

17. SHAREHOLDERS’ EQUITY

Under ROC Company Law, the capital surplus can only be used to offset deficits, except that capital surplus generated from (1) donations (donated capital) or (2) the excess of the issue price over the par value of capital stock (including stocks issued for new capital and mergers, and the purchase of treasury stock) can be transferred to capital as stock dividends when no deficit remains and shareholders approve such distribution.

ChipMOS Taiwan’s Articles of Incorporation provides that the following may be appropriated, from the accumulated net income after deducting any previously accumulated deficit and 10% legal reserve, subject to shareholder approval: (a) 10% as bonus to employees, (b) not more than 2% as remuneration to directors and supervisors, (c) a special reserve, if deemed necessary, and (d) dividends to shareholders.

These appropriations and the disposition of the remaining net income shall be resolved by the shareholders in the following year and given effect in the financial statements of that year.

The aforementioned appropriation for legal reserve shall be made until the reserve equals aggregate par value of ChipMOS Taiwan’s outstanding capital stock. The reserve can only be used to offset a deficit; or, when its balance has reaches 50% of the aggregate par value of the outstanding capital stock of ChipMOS Taiwan, up to 50% thereof can be distributed as stock dividend.

Under the Integrated Income Tax System that became effective on January 1, 1998, ROC resident individual shareholders are allowed a tax credit for the income paid by ChipMOS Taiwan on earnings generated from the effective date. An Imputation Credit Account (ICA) is maintained by ChipMOS Taiwan for such income tax and the tax credit allocated to each shareholder. The maximum credit available for allocation to each resident shareholder cannot exceed the balance shown in the ICA on the date of distribution of dividends.

F-105

18. INCOME TAX EXPENSE (BENEFIT)

A reconciliation of income tax expense — current before tax credits and income tax expense on income before income tax at statutory rate is shown below:


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Income tax expense on “income before income tax” at statutory rate		674,082			709,515			1,391,161			42,680
Tax effects of adjustments:
Loss carry forward		(260,217	)		(489,380	)		(253,116	)		(7,766	)
Tax-exempt income		(166,653	)		(157,808	)		(234,689	)		(7,200	)
Permanent difference		(19,795	)		40,061			(113,928	)		(3,495	)
Temporary difference		175,091			41,694			(97,278	)		(2,984	)


Income tax expense- current before tax credits		402,508			144,082			692,150			21,235

Income tax expense (benefit) consists of:


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)

Income tax expense — current before tax credits		402,508			144,082			692,150			21,235
Tax on the unappropriated earnings		—			163,838			111,066			3,407
Separate and foreign income tax		86			746			209			6
Income tax credits		(355,923	)		(218,672	)		(506,285	)		(15,532	)

Income tax for the current year		46,671			89,994			297,140			9,116
(Forward) (Followed) Net change of deferred income tax assets (liabilities) for the year Tax credits		(70,003	)		76,611			(206,923	)		(6,348	)
Temporary difference		(128,593	)		(234,688	)		97,278			2,984
Valuation allowance		(560,053	)		(405,487	)		230,050			7,058
Loss carry forward		584,122			517,738			133,732			4,103
Adjustment of prior year’s taxes and others		(4,743	)		497			(4,673	)		(143	)

Income tax (benefit) expense		(132,599	)		44,665			546,604			16,770

			ChipMOS Taiwan under Science Park Regulations is entitled to an exemption from ROC income taxes for a period of four years on income attributable to the expansion of its production capacity as a result of purchases of equipment funded by capital increases. Such tax exemption will expire on December 31, 2008.

	c.		Deferred income tax assets and liabilities are summarized as follows:

F-106


	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
Net current deferred income tax assets:
Unrealized foreign exchange loss		3,496			3,679			113
Unrealized loss provision on sales allowance		9,455			21,912			672
Loss of market price decline and obsolete and slow-moving inventories		20,616			19,026			584
Allowance for bad-debts		81,424			77,533			2,378
Tax credits		110,103			491			15
Others		14,108			11,696			359

		239,202			134,337			4,121

Less: valuation allowance		—			—			—


		239,202			134,337			4,121


Net non-current deferred income tax assets (liabilities):
Tax credits for investment in machinery and equipment and R&D expenditures		801,450			1,117,985			34,299
Loss carry forwards		133,732			—			—
Depreciation differences		(556,316	)		(650,012	)		(19,942	)
Other		266,057			257,728			7,907

		644,923			725,701			22,264
Less: Valuation allowance		(793,874	)		(1,023,924	)		(31,413	)


		(148,951	)		(298,223	)		(9,149	)

			The rate at which deferred income tax components are measured was 25% as of December 31, 2005 and 2006.

	d.		Integrated income tax information

			ChipMOS Taiwan, the balances of the ICA were NT$52,445 thousand and NT$71,486 thousand as of December 31, 2005 and 2006, respectively.

			ChipMOS Taiwan, the imputation credit allocated to each shareholder shall be based on the balance in the ICA on the date of distribution of dividends. Tax creditable ratio was 2.85% and 1.18% for 2005 and 2006, respectively.

F-107

The balance and year of expiry of unused investment tax credits as of December 31, 2006 are as follows:


Year of Expiry	Machinery & Equipment		R&D Expenditure
	NT$		NT$
	(In Thousands)
2007		267,082		34,184
2008		254,505		—
2009		43,416		42,732
2010		476,556		—


		1,041,559		76,916

			The deferred tax assets related to the investment tax credits on R&D expenditures and purchases of machinery and equipment will expire from 2007 to 2010. Under ROC tax regulations, tax credits can be utilized to reduce current income tax obligations only to the extent of 50% of such income tax obligations except in the year when such tax credit will expire, in which case, the entire amount of expiring tax credit may be utilized to reduce the current income tax obligation. The foregoing limitation on the utilization of tax credits, the expiry dates of the tax credits, the level of tax credits expected to be generated from future operations and the level of non-taxable income attributable to the four-year income tax holiday on capacity expansion led management to conclude that it is unlikely that these investment tax credits will be fully realized. Loss carry forwards can be used to deduct current income tax obligation up to the extent of taxable income and will be expired after 5 years if not fully utilized by the Company. Accordingly, a valuation allowance on deferred tax assets is recognized as of December 31, 2005 and 2006.

			The tax authorities have examined and assessed the income tax returns of ChipMOS Taiwan and ThaiLin through 2003 and 2004, respectively.

			According to ROC tax law, unappropriated earnings generated in 1998 and thereafter are subject to a tax of 10% in the year when the shareholders resolve that such earnings shall be retained. The retained earnings (accumulated deficit) of ChipMOS Taiwan as of December 31, 2005 and 2006 were generated during and after 1998.

F-108

19. RELATED PARTY TRANSACTIONS

The Company engages in business transactions with the following related parties:


Name		Relationship

ChipMOS Bermuda		A major shareholder

SPIL		A major shareholder

MVI		An indirect major shareholder

ChipMOS Japan		A 100% owned subsidiary

ChipMOS U.S.A.		A 100% owned subsidiary

PlusMOS		A former 25% owned investee. It merged with CHANTEK in April 2004.

ProMOS Technology Inc. (ProMOS)		An investee of MVI

DenMOS Technology Inc. (DenMOS)		An investee of MVI

Mou—Fu Investment Ltd. (Mou-Fu)		An investee of MVI

Best Home		A 19% owned investee; ChipMOS Taiwan is a major shareholder.

Sun Fund		A 17% owned investee; ChipMOS Taiwan is a major shareholder.

AMCT		A former 100% owned investee. It was liquidated in October 2004.

ChipMOS TECHNOLOGIES (H.K.) Ltd. (ChipMOS H.K.)		A subsidiary of ChipMOS Bermuda (Note: It used to be called ChipMOS FAR EAST Ltd., and was renamed as ChipMOS TECHNOLOGIES (H.K.) Ltd. in May 2005.)

ChipMOS TECHNOLOGIES (H.K.) Ltd., Taiwan Branch (ChipMOS (H.K.) Taiwan Branch)		A subsidiary of ChipMOS Bermuda

The significant transactions with the aforementioned parties, other than those disclosed in other notes, are summarized as follows:


	Year Ended December 31
	2004			2005		2006
	NT$			NT$		NT$		US$
				(In Thousands)
During the year

Sales
MVI		14,274	��		6		—		—
PlusMOS		16,751			—		—		—
ProMOS		4,231,658			4,332,058		5,529,273		169,636
ChipMOS H.K.		17,845			10,556		6,172		189
SPIL		—			—		83		3
DenMOS		567,042			271,393		124,870		3,831

		4,847,570			4,614,013		5,660,398		173,659

(Forward)

F-109


	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
			(In Thousands)
(Followed)
Rental revenue
MVI		4,800		4,800		2,160		66
DenMOS		455		30		—		—
ProMOS		14,057		9,371		9,371		288

		19,312		14,201		11,531		354


Other revenue
SPIL		—		—		62		2
PlusMOS		41		—		—		—
ChipMOS H.K.		4,455		1,982		11,996		368
ChipMOS U.S.A.		526		—		—		—
ProMOS		507		522		73		2
AMCT		126		—		—		—


		5,655		2,504		12,131		372


Purchases
AMCT		10,732		—		—		—
ChipMOS H.K.		89,599		3,120		—		—
MVI		637,089		11,964		—		—
ChipMOS U.S.A.		149		—		—		—
SPIL		—		75		—		—

		737,569		15,159		—		—


Subcontract expenses
ChipMOS H.K.		214,127		73,905		28,326		869


Operating expenses
Administrative expenses
MVI		1,950		—		—		—
Mou-Fu		2,275		3,900		1,950		60

		4,225		3,900		1,950		60


Service fee
ChipMOS U.S.A.		32,175		—		—		—
ChipMOS Japan		15,045		—		—		��

		47,220		—		—		—

Rental expense
MVI		2,218		593		—		—
ProMOS		—		1,245		—		—

		2,218		1,838		—		—

Fee for stock registry service
Mou-Fu		1,977		493		—		—

(Forward)

F-110


	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$		US$
			(In Thousands)
(Followed)
Consultation fee
ChipMOS Bermuda		25,191		32,014		32,695		1,003

Other expense
PlusMOS		88		—		—		—
MVI		148		148		144		4
ProMOS		1,027		—		—		—

		1,263		148		144		4


	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
At the end of year

Notes and accounts receivable
DenMOS		54,901		10,332		317
ProMOS		1,372,950		1,851,469		56,802
ChipMOS H.K.		1,554		—		—


		1,429,405		1,861,801		57,119


Other receivable
ChipMOS Bermuda		8,862		1,526		47
MVI		852		613		19
SPIL		—		65		2
DenMOS		317		162		5
ChipMOS H.K.		493		3,003		92
ProMOS		3,174		13,118		402
ChipMOS (H.K.) Taiwan Branch		137		12		—

		13,835		18,499		567


Accounts payable
ChipMOS H.K.		2,214		4,295		132


Other payable
MVI		28		25		1
ProMOS		781		—		—
ChipMOS H.K.		3,191		—		—
SPIL		79		—		—
ChipMOS Bermuda		41,063		30,965		950
Mou-Fu		348		—		—


		45,490		30,990		951

The payment terms for purchases from related parties are the same as those from other suppliers.

The collection term for MVI is 90 days after month end, ProMOS is 75 days after month end while other related parties have the normal collection terms. The selling price is on the same basis as those to other customers.

On April 7, 2004, ChipMOS Taiwan entered into a semiconductor packaging technology license agreement with ChipMOS Bermuda. Under the agreement, ChipMOS Taiwan

F-111

agreed to pay a license fee of US$20,000 thousand in installments of US$250 thousand in every three months over 20 years, starting from March 30, 2005.

As of April 7, 2004, ChipMOS Taiwan entered into a technology transfer agreement with ChipMOS Bermuda for a period of 20 years, starting from effective day. The total price was US$19,700 thousand, recorded as deferred credits. As of December 31, 2005 and 2006, the unamortized amount was NT$593,666 thousand and NT$561,137.

In 2006 ChipMOS Taiwan sold furniture and fixtures to ChipMOS H.K. Taiwan Branch with the proceeds amounted to NT$132 thousand and recognized gain on disposal of properties amounted to NT$14 thousand.

In 2005, ChipMOS Taiwan acquired 8,085 thousand, 418 thousand and 710 thousand shares of CHANTEK from MVI, Mou-Fu and Best Home at the cost of NT$49,804 thousand, 2,574 thousand and 4,372 thousand.

20. RESTRICTED CASH AND CASH EQUIVALENTS


	December 31
	2005		2006
	NT$		NT$		US$
	(In Thousands)
Time deposits (matures from January 2007 to October 2007)		125,447		81,283		2,494

Time deposits are pledged as collateral for the Company’s customs duties payable, letter of credit, lawsuit and research and development subsidy loans.

21. SIGNIFICANT COMMITMENTS AND CONTINGENCIES AS OF DECEMBER 31, 2006

As of December 31, 2006, ChipMOS Taiwan leases parcels of land from the Hsinchu and Tainan Science Based Industrial Park (SBIP) under several agreements expiring on various dates from 2002 to 2017, with renewal options.

F-112

The future minimum lease payments under the above-mentioned leases as of December 31, 2006 are as follows:


	Amount
Year	NT$		US$
	(In Thousands)

2007		17,362		532
2008		17,362		532
2009		17,362		532
2010		17,362		532
Thereafter		121,536		3,731

Total minimum lease payments		190,984		5,859

	b.		As of December 31, 2006, ChipMOS Taiwan leases a parcel of machinery under an agreement expiring on 2009.

			The future minimum lease payments under the above-mentioned leases as of December 31, 2006 are as follows:


	Amount
Year	NT$		US$
	(In Thousands)
2007		44,376		1,361
2008		44,376		1,361
2009		33,282		1,022

Total minimum lease payments		122,034		3,744

	c.		Pursuant to the semiconductor packaging technology license agreement (see Note 19), ChipMOS Taiwan is obligated to make future payments of license fee amounted to US$18,250 thousand to ChipMOS Bermuda as of December 31, 2006.

	d.		The Company has unused letters of credit aggregating approximately USD$17,690 thousand, JPY 1,553,265 thousand, EUR$182 thousand, and GBP$16 thousand as of December 31, 2006.

	e.		In 2003, tax authorities have assessed and increase the 2000 income taxes of ChipMOS Taiwan by NT$30,526 thousand. ChipMOS Taiwan has filed an appealing for the assessment. In 2006, the 2000 income tax was increased by NT$1,786 thousand based on a ruling given by the Court.

	f.		As of December 31, 2006, ChipMOS Taiwan had capital commitments in relation to purchase of machinery in the amount of US$7,000 thousand (2005: US$110,000 thousand).

F-113

	g.		On April 20, 1999, ChipMOS Taiwan entered into a semiconductor packaging technology license agreement with Tessera Technologies, Inc. (Tessera). Under this agreement, ChipMOS Taiwan agreed to pay a license fee of US$500 thousand and a royalty fee at a certain percentage of the net sales of certain products. ChipMOS Taiwan paid the total license fee of approximately US$500 thousand (NT$15,888 thousand) in 1999 and amortized the amount over 5 years using the straight-line method. ChipMOS Taiwan also paid approximately US$500 thousand (NT$16,708 thousand) in 2004 as the cumulative production and sales quantity of products bearing Tessera Compliant Chip packages did not meet the commitment schedule as set in the agreement. In February 2006, ChipMOS Taiwan and ChipMOS USA have received notice of a patent infringement lawsuit brought by Tessera, alleging infringement of several Tessera patents and breach of an existing license agreement with ChipMOS Taiwan. According to Company’s counsel, fact discovery has been ongoing and is scheduled to close on March 31, 2007, although it may be extended beyond that date by order of the Court. Therefore, expert discovery will be continued and the trial date could be moved to April 2008. The Company’s counsel has not formed an opinion as to the outcome of the case.

	h.		On October 16, 2006, Freescale Semiconductor, Inc. (“Freescale”) unilaterally terminated an “Immunity Agreement”, (the “Agreement”) ChipMOS Taiwan and Freescale, formerly part of Motorola, Inc. (“Motorola”), entered into in 1999 for ChipMOS Taiwan’s alleged breach of the Agreement. Under the Agreement, ChipMOS Taiwan promised to pay royalties and licensee fees to Motorola for using certain patents owned by Motorola. Freescale replaced Motorola as a party to the Agreement, after Freescale was spun off from Motorola. Freescale has alleged that ChipMOS Taiwan breached the Agreement by failing to pay royalties on certain packages assembled by ChipMOS Taiwan. Freescale claims that such packages are covered by one or more Freescale patents identified in the Agreement while ChipMOS Taiwan contends that such packages are not covered by any patents in the Agreement, or, if covered, those patents are invalid. As such, ChipMOS Taiwan argues Freescale’s unilateral termination of the Agreement has no legal effect. ChipMOS Taiwan has continued to make royalty payments for products it believes are covered by the Agreement. Any payments returned by Freescale have been deposited in a separate escrow account. If Freescale initiates a lawsuit, ChipMOS Taiwan expect to vigorously defend itself. The Company’s counsel has not formed any opinion as to the outcome of the case.

F-114

22. NOTES TO THE CASH FLOW STATEMENT

a. Acquisition of subsidiaries


	December 31,
	2005			2006
	NT$			NT$		US$
	(In Thousands)
Net assets acquired:
Cash and bank balances		7,261			—		—
Current assets		27,519			—		—
Property, plant and equipment		9,197			—		—
Other assets		1,415			—		—
Current liabilities		(20,925	)		—		—
Other liabilities		(16	)		—		—

		24,451			—		—
Goodwill on acquisition		—			—		—


		24,451			—		—


Satisfied by:
Cash		—			—		—
Reclassification to interest in subsidiary		24,451			—		—

		24,451			—		—

An analysis of the net inflow of cash and cash equivalents in respect of the acquisition of subsidiary is as follows:


	December 31,
	2005		2006
	NT$		NT$		US$
	(In Thousands)

Cash and bank balances acquired		7,261		—		—
Less: cash consideration		—		—		—

		7,261		—		—

F-115

b. Disposal of a subsidiary


	Year Ended December 31
	2004		2005			2006
	NT$		NT$			NT$		US$
	(In Thousands)
Net assets disposed:
Cash and bank balances		—		35,909			—		—
Accounts receivable		—		6,708			—		—
Inventories		—		38			—		—
Prepayment and other assets		—		619			—		—
Property, plant and equipment		—		32,969			—		—
Intangible assets		—		1,954			—		—
Bank loans		—		(17,791	)		—		—
Accrued and other liabilities		—		(3,799	)		—		—
Long—term loans		—		(5,290	)		—		—
Minority interest		—		(30,303	)		—		—


		—		21,014			—		—
Goodwill		—		66,786			—		—
Loss on disposal of a subsidiary		—		(3,856	)		—		—


		—		83,944			—		—


Cash consideration		—		83,944			—		—

An analysis of the net inflow of cash and cash equivalents in respect of the disposal of a subsidiary is as follows:


Cash consideration	—	83,944		—	—
Less: cash and bank balances disposed	—	( 35,909	)	—	—

	—	48,035		—	—

23. DERIVATIVE FINANCIAL INSTRUMENTS

ChipMOS Taiwan had entered into forward exchange contracts or foreign currency options for the years ended December 31, 2006, to hedge its exchange rate risk on foreign-currency assets or liabilities and anticipated transactions. Information on the derivative transactions is as follows:

	a.		Forward, exchange contracts

			As of December 31, 2005 and 2006, there were no outstanding forward contracts. Net exchange gains on forward exchange contracts were NT$1,528 thousand and NT$2,257 thousand for the year ended December 31, 2005 and 2006.

F-116

	b.		European options

			ChipMOS Taiwan expects to receive U.S. dollars from its export sales and to pay Japanese yen for its importation of materials, machinery, and equipment. It has entered into foreign currency option contracts with banks to hedge exchange rate risks. As of December 31, 2005 and 2006, ChipMOS Taiwan had no outstanding foreign currency option contracts. For the years ended December 31, 2005 and 2006, ChipMOS Taiwan didn’t realize premium income of NT$36 and nil thousand, respectively.

	c.		Interest Rate Risks

			ChipMOS Taiwan has entered into interest rate swap agreements to manage interest rate risk by exchanging a quarto stepping interest rate for a floating rate and keeps records when transactions are settled. The difference of the interests is calculated quarterly and is credited or charged to the income in the current period. The benefit of interest rate swaps recognized as non-operating income in 2005 and 2006 were NT$11,190 thousand and nil respectively.

	d.		Transaction risks

	1)		Credit risk. The banks with which the Company has entered into the above contracts are reputable and, therefore, the Company does not expected to be exposed to significant credit risks.

	2)		Market risk and hedge strategy. The Company is exposed to market risks arising from changes in currency exchange rates due to U.S. dollar denominated accounts receivable, Yen denominated accounts payable and U.S. dollar denominated debt. In order to manage these exposures, the Company entered into forward contracts and option contracts occasionally.

	3)		Liquidity and cash requirements. The cash flow requirements with respect to the Company’s forward contracts are limited to the periodic premium payments and the net differences of the contracted settlement rates. On the other hand, call/put options may not have to be exercised at all in cases where the strike price is higher/lower than the related market price at exercise dates.

F-117

The estimated fair values of the Company’s financial instruments are as follows:


	December 31, 2005				December 31, 2006
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	NT$		NT$		NT$		NT$
	(In Thousands)

Non-derivative financial instruments
Assets
Cash		3,154,097		3,154,097		1,877,501		1,877,501
Restricted cash and cash equivalents		125,447		125,447		81,283		81,283
Financial assets at fair value through profit and loss		186,136		186,136		1,929,124		1,929,124
Notes receivable		30,581		30,581		31,103		31,103
Accounts receivable		2,401,045		2,401,045		3,045,346		3,045,346
Receivables from related parties
Notes and accounts		1,419,976		1,419,976		1,838,964		1,838,964
Others		5,315		5,315		9,979		9,979
Other receivable		169,337		169,337		36,276		36,276
Long-term investments under equity method		58,124		58,124		—		—
Financial assets valued by cost		355,001		355,001		366,743		366,743
Refundable deposits		17,846		17,846		29,529		29,529
Liabilities
Bank loans		467,834		467,834		853,360		853,360
Commercial paper payable		149,413		149,413		—		—
Notes payable		3,927		3,927		—		—
Accounts payable		657,963		657,963		728,150		728,150
Payable to related parties
Trade		2,214		2,214		4,295		4,295
Others		45,490		45,490		30,990		30,990
Payables to contractors and equipment suppliers		372,329		372,329		855,228		855,228
Long-term loans (including current portion)		6,734,767		6,734,767		12,537,352		12,537,352
Guarantee deposits		1,454		1,454		5,833		5,833

Fair values of financial instruments were determined as follows:

	1)		Short-term financial instruments — market values.

	2)		Financial assets at fair value through profit and loss — market values.

	3)		Long-term investments under equity method and financial assets valued by cost - market value for listed companies and net equity value for the others.

	4)		Refundable deposits and guarantee deposits — future values.

F-118

Long-term liabilities — based on forecasted cash flows discounted at current interest rates of similar long-term liabilities. Other long-term liabilities are their carrying values as they use floating interest rates.

The fair values of non-financial instruments were not included in the fair values disclosed above. Accordingly, the sum of the fair values of the financial instruments listed above does not equal the fair value of the Company.

24. SEGMENT AND GEOGRAPHIC INFORMATION

The Company engages mainly in the research and development, manufacturing, assembly, testing and turnkey of semiconductors. In accordance with Statement of Financial Accounting Standards (SFAS) No. 131, “Disclosure About Segments of an Enterprise and Related Information”, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews these segment results by Testing, Assembly, Testing and Assembly for LCD and other Flat-Panel Display Driver Semiconductors and Turnkey when making decisions about allocating resources and assessing performance of the Company. Financial segment information required by SFAS No. 131 is as follows:

The Company provides semiconductor testing, assembly, turnkey services and LCD and other flat-panel display driver semiconductors services.


	2004
												Segment		Corporate &		Consolidated
	Testing		Assembly		Turnkey		LCD		Bumping			Totals		Other Assets		Totals
	NT$		NT$		NT$		NT$		NT$			NT$		NT$		NT$
	(In Thousands)

Revenues from customers		5,950,174		5,734,592		473,588		2,655,201		54,322			14,867,877		—		14,867,877
Cost of revenues		3,744,781		4,795,074		466,676		1,615,799		121,898			10,744,228		—		10,744,228
Segment gross profit		2,205,393		939,518		6,912		1,039,402		(67,576	)		4,123,649		—		4,123,649
Depreciation and amortization		2,445,481		410,721		—		578,835		22,650			3,457,687		—		3,457,687
Segment assets		12,352,842		4,634,992		—		2,961,478		504,130			20,453,442		7,394,399		27,847,841
Expenditure for segment assets		4,698,036		1,028,155		—		1,380,372		526,712			7,633,275		—		7,633,275


	2005
													Segment		Corporate &		Consolidated
	Testing		Assembly		LCD		Bumping			Module			Totals		Other Assets		Totals
	NT$		NT$		NT$		NT$			NT$			NT$		NT$		NT$
	(In Thousands)

Revenues from customers		6,371,845		4,901,030		2,945,040		153,129			385,479			14,756,523		—		14,756,523
Cost of revenues		4,337,442		3,867,653		1,885,241		337,646			409,705			10,837,687		—		10,837,687
Segment gross profit		2,034,403		1,033,377		1,059,799		(184,517	)		(24,226	)		3,918,836		—		3,918,836
Depreciation and amortization		2,618,466		672,053		836,665		90,862			2,143			4,220,189		—		4,220,189
Segment assets		13,453,184		3,236,351		3,733,320		1,683,367			52,328			22,158,550		5,877,885		28,036,435
Expenditure for segment assets		3,412,550		1,044,114		1,613,308		581,599			28,873			6,680,444		—		6,680,444

F-119


	2006
												Segment		Corporate &		Consolidated
	Testing		Assembly		LCD		Bumping			Module		Totals		Other Assets		Totals
	NT$		NT$		NT$		NT$			NT$		NT$		NT$		NT$
	(In Thousands)

Revenues from customers		9,210,007		5,845,164		3,964,136		479,988			325,266		19,824,561		—		19,824,361
Cost of revenues		5,420,636		4,320,150		2,702,920		702,832			322,435		13,468,973		—		13,468,973
Segment gross profit		3,789,371		1,525,014		1,261,216		(222,844	)		2,831		6,355,588		—		6,355,588
Depreciation and amortization		3,148,028		819,564		1,014,327		335,481			29,078		5,346,478		—		5,346,478
Segment assets		16,443,840		5,053,814		4,610,879		2,495,225			53,518		28,657,276		9,977,751		38,635,027
Expenditure for segment assets		8,516,332		2,630,769		1,992,147		1,175,556			30,205		14,345,009		—		14,345,009

In providing turnkey services, the Company purchases fabricated wafers and sells tested and assembled semiconductors to application and system manufacturers. The process of conducting testing and assembling for the fabricated wafer is at a very limited level, which only uses a very small portion of facility capacity. Therefore, the Company allocated no specific assets to the turnkey segment and accordingly, no related depreciation and amortization was allocated.

The corporate and other assets constitute the total current assets, long-term investments, long-term restricted cash equivalents, intangible assets of bond issuance costs, employee dormitory building and refundable deposits.

b. The Company has no significant foreign operations.

c. Net revenues:


	Year Ended December 31
	2004		2005		2006
	NT$		NT$		NT$
	(In Thousands)

Area
ROC		12,182,691		11,924,655		15,455,922
USA		1,597,962		1,548,927		2,563,771
JAPAN		541,747		482,587		541,961
OTHERS		545,477		800,354		1,262,907


		14,867,877		14,756,523		19,824,561

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Net sales to customers representing at least 10% of net total sales:


	Year Ended December 31
	2004				2005				2006
Customer	Amount		%		Amount		%		Amount		%
	NT$				NT$				NT$
	(In Thousands)

ProMOS		4,231,658		29		4,332,058		29		5,529,273		28
PowerChip		1,721,993		12		2,233,503		15		2,834,956		14
HiMAX		—		—		—		—		2,244,818		11

25. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY CHIPMOS TAIWAN AND ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the Republic of China (“ROC GAAP”), which differ in the following respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”):

	a.		Bonuses to employees, directors and supervisors

			According to ROC regulations and the Articles of Incorporation of ChipMOS Taiwan, a portion of distributable earnings should be appropriated as bonuses to employees and remuneration to directors and supervisors. The remuneration to directors and supervisors is paid in cash, while bonuses to employees may be granted in cash or stock or both. These appropriations, including stock bonuses, which are valued at par value of NT$10, are charged against retained earnings under ROC GAAP, after such appropriations are formally approved by the shareholders in the following year.

			Under U.S. GAAP, such bonuses and remuneration are charged to income currently and included in operating expenses as compensation expenses. Since the amount and form of such bonuses and remuneration are not finally determinable until approved by the shareholders, the total amount of such bonuses and remuneration is initially accrued based on the amount to be paid as provided by ChipMOS Taiwan’s Articles of Incorporation. The percentage to be paid in stock is determined at the next shareholders’ meeting in the following year. The number of shares to be issued is determined by dividing the amount to be paid in stock by the par value of the shares. Any difference between the initially accrued amount (the cash portion plus the par value of the shares) and the fair market value of the bonuses settled (the cash portion plus the fair value of the shares) is recognized in the year of approval by the shareholders.

	b.		Financial assets

			Prior to January 1, 2006 under ROC GAAP, marketable equity securities are carried at the lower of aggregate cost or market value, and debt securities at cost, with only unrealized losses recognized when losses are irrecoverable. Under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, debt and equity securities that have readily determinable fair values are to be classified as either trading, available-for-sale or held-to-maturity securities. Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Debt and equity securities that are bought and traded for short-term profit are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Debt and equity

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securities not classified as either held-to-maturity or trading are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of shareholders’ equity; however, unrealized losses relating to declines in fair value deemed to be other than temporary are recorded in earnings. The 2004 and 2005 adjustment below relates to the Company’s equity securities that are classified as trading and available-for-sale securities under U.S. GAAP. There is no difference between ROC GAAP and U.S. GAAP effective January 1, 2006.

	c.		Long-term investments

			Under both ROC and U.S. GAAP, investments in shares of companies wherein the Company owns over 20% of the outstanding common stock and exercises significant influence over operating and financial policies of the investee companies are generally accounted for under the equity method. However, there are differences in applying equity accounting under ROC and U.S. GAAP. The Company’s proportionate share of the income (loss) from an equity investee may differ if the equity investee’s net income (loss) under ROC GAAP differs from that under U.S. GAAP. The differences between ROC GAAP and U.S. GAAP for the equity investees have been adjusted and included in the reconciliation below.

			Under the equity method, the Company’s proportionate share of the income (loss) of the investee is generally recognized in the year the income (loss) is earned. However, in 2004 under ROC GAAP, if audited financial statements of an investee are not available for the Company to apply the equity method due to time constraints and such equity interests are below certain materiality threshold, the Company is permitted to delay the recognition of income (loss) until 2005. Under US GAAP, there are no provisions that allow the investor company to delay recognition of its equity in the investees’ income or loss. The US GAAP represents the proportionate share of loss of long-term investment in 2004. In 2005 and 2006, there was no such difference.

	d.		Technologies transferred in payment of capital stock

			As discussed in Note 11, MVI and SPIL contributed, as payment to their subscription in the shares of stock of ChipMOS Taiwan, technologies relating to the testing and assembly of semiconductors at an agreed value of NT$750,000 thousand. Under ROC GAAP, such technology transfers in payment of capital stock are recorded as an intangible asset, and amortized by systematic charges to income over the periods estimated to be benefited. As permitted under ROC GAAP, ChipMOS Taiwan uses a 5 years amortization period. Under U.S. GAAP, the technology contribution cannot be recognized due to the unavailability of a fair value for the technologies. Therefore, the carrying value of the technologies has been adjusted to zero under U.S. GAAP.

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	e.		Start-up costs

			ROC GAAP requires start-up costs to be deferred and amortized in a systematic manner over the periods of the expected benefit. Start-up costs include all costs incurred prior to production readiness. On the other hand, U.S. GAAP primarily requires that start-up costs be expensed as incurred.

	f.		Depreciation of fixed assets and employee dormitory building

			Under ROC GAAP, the estimated life of a building can be as long as 55 years based on the ROC Internal Revenue Code. For U.S. GAAP purpose, building lives are estimated to be 25 years.

	g.		Transfer of building and facilities from MVI

			ChipMOS Taiwan purchased building and facilities from MVI in 1997. The actual costs of assets purchased from MVI were based on MVI’s book value of such building and facilities on a specified cut-off date plus an additional payment of NT$173,174 thousand representing compensation to MVI. ChipMOS Taiwan capitalized, allowed under ROC GAAP such additional payment of NT $173,174 thousand. Under U.S. GAAP, assets acquired are recorded at amounts that do not exceed their fair values. Also, generally under U.S. GAAP, the transferee should evaluate the assets transferred from related parties with significant influence at the predecessor’s basis. Therefore, the assets transferred from MVI were evaluated at MVI’s predecessor cost basis and the NT$173,174 thousand was deducted from the capital surplus and building and facilities for U.S. GAAP.

	h.		Inventory

			As discussed in paragraphs e. f. and g., the amortization of start-up costs, the depreciation on fixed assets and employee dormitory building, and the depreciation on the assets transferred from MVI were reconciled for U.S. GAAP purposes. Some of such expenses were recorded in the manufacturing expenses and therefore affect ending inventory balances under U.S. GAAP.

	i.		Capital surplus

			Under ROC GAAP, the following items are treated as capital surplus: (a) premium on issuance of common stocks; and (b) gain, net of applicable income tax, on disposal of properties. Under U.S. GAAP, item (a) is the same as in ROC GAAP; and item (b) is recorded as part of net income, which is then included as a component of retained earnings. However, starting in 2001, the treatment of item (b) under ROC GAAP has become the same as under U.S. GAAP.

	j.		Impairment of long-lived assets

			Under U.S. GAAP, impairment losses for assets to be held and used are recorded in current period earnings and create a new cost basis for related assets going forward, and cannot be reversed subsequently. Under U.S. GAAP, in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed by comparing undiscounted net cash flows of the assets to the net book value of the assets. If the recoverability test indicates that impairment has occurred, the impairment loss is the amount of

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the asset’s net book value in excess of the related fair value. Prior to January 1, 2005, there is no requirement provided for impairment of long-lived assets under ROC GAAP. Therefore, the Company applied US GAAP to evaluate the long-lived assets for impairment purpose in 2004. In 2005, the adjustment for impairment of long-term investment represented the additional impairment to be recognized after the reversal of amortization of goodwill in respect of the long-term investment. In 2006, the adjustment represents the reversal of impairment loss recognized under ROC GAAP that were already recognized under U.S. GAAP in 2005.

	k.		Stock bonus and dividend

			Under ROC GAAP, stock bonus and dividends are recorded at par value with a charge to retained earnings. Under U.S. GAAP, if the ratio of distribution is less than 25 percent of the same class of shares outstanding, the fair value of the shares issued should be charged to retained earnings and capital surplus. Accordingly, an adjustment of NT$61,632 thousand was included in the reconciliation, representing the difference between the fair value and the par value of ThaiLin stock.

	l.		Earnings per share (EPS)

			In calculating the weighted average number of shares outstanding for EPS purposes under ROC GAAP, employee bonus shares have been treated as outstanding for all periods in a manner similar to a stock split or stock dividend. Under U.S. GAAP, employee bonus shares have been considered separately from the stock dividend or split and have been treated as outstanding from the date of shareholder approval.

	m.		Interest capitalization

			Under ROC GAAP, interests on borrowings during construction conceptually should be capitalized in the assets that are constructed or produced for a company’s own use. However, if equity capital is raised during a year, no capitalization interest is recorded for the amount of property acquired up to the equity capital raised in that year. Under

			U.S. GAAP, SFAS No. 34 “Capitalization of Interest Cost”, interest is generally capitalized on assets until they are available and ready for use.

	n.		Goodwill and negative goodwill

			Prior to January 1, 2006 under ROC GAAP, goodwill arises as the difference between acquisition cost and the equity of the subsidiary and is amortized using a systematic method, whereas under U.S. GAAP such goodwill is not amortized, but is subject to impairment tests.

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			Negative goodwill arises when the fair values of the net assets acquired exceed the purchase price. Under ROC GAAP, negative goodwill is amortized over a five-year period whereas under U.S. GAAP, that negative goodwill is firstly allocated pro rata reduce amounts assigned to acquired assets. If negative goodwill still remains, it is recognized as extraordinary gain in the period in which the business combination is initially recognized. The negative goodwill of NT$20,275 thousand arising from the merger of CHANTEK into ChipMOS Taiwan was credited to property, plant and equipment under U.S. GAAP.

			There is no difference between ROC GAAP and U.S. GAAP since January 1, 2006.

	o.		Pension expenses

			ROC SFAS No. 18, which is similar in many respects to SFAS No. 87 and SFAS No. 88, was effective in 1996. However, the treatment of certain expenses that comply with ROC SFAS No. 18 is different from SFAS No. 87 and SFAS No. 88.

			The company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”) effective December 31, 2006. SFAS No. 158 requires an employer that sponsors one or more defined benefit pension plans or other postretirement plans to recognize the funded status of a plan, measured as the difference between plan assets at fair value and the benefit obligation in the balance sheet and recognize in shareholders’ equity as a component of accumulated other comprehensive loss, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not yet recognized as components of net periodic benefit cost as of the balance sheet date.

			The adoption of SFAS No. 158 resulted in a decrease in total shareholders’ equity of NT$63,395 thousand (US$1,945 thousand) as of December 31, 2006.

	p.		Allowance for loss and scrap loss on inventories

			ROC GAAP does not specify the classification of allowance for loss on inventories, therefore the recovery of allowance for loss on inventories of NT$67,002 thousand and NT$74,581 thousand for 2004 and 2005 has been classified under non-operating income. Under U.S. GAAP, the allowance for loss on inventories should be classified in the income statement as a component of cost of revenue.

			ROC GAAP does not specify the classification of scrap loss on inventories; therefore, in 2006, NT$75,602 thousand has been classified under non-operating expense. Under U.S. GAAP, the scrap of inventories should be classified in the income statement as a component of cost of revenue.

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	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Net income

Net income based on ROC GAAP		2,322,760			2,108,036			4,138,270			126,960

Adjustments:
Amortization of start-up costs		9,916			2,305			2,237			68
Depreciation of fixed assets and employee dormitory building		(14,444	)		(14,957	)		(22,200	)		(681	)
Transfer of building and facilities from MVI		1,299			1,075			741			23
Financial assets at fair value through profit and loss		10,567			(3,956	)		(3,035	)		(93	)
Depreciation of interest capitalization		(19,793	)		(19,793	)		(19,793	)		(607	)
Long-term investment under equity methold		(3,358	)		(34,105	)		17,001			522
Employee bonus and director remuneration		—			(460,044	)		(537,463	)		(16,489	)
Effect of U.S. GAAP adjustment on minority interest		—			48,767			49,749			1,526
Effect of U.S. GAAP adjustment on income taxes		5,755			4,327			9,753			299

Net decrease in net income		(10,058	)		(476,381	)		(503,010	)		(15,432	)


Net income based on U.S. GAAP		2,312,702			1,631,655			3,635,260			111,528


Earnings per share		2.61			1.84			4.10			0.13


Number of weighted average shares outstanding under U.S. GAAP		887,227			885,686			886,012			886,012

F-126


	December 31
	2005			2006
	NT$			NT$			US$
				(In Thousands)
Shareholders’ equity
Shareholders’ equity based on ROC GAAP		14,455,753			17,827,308			546,934

Adjustments:
Technology transfer in payment of capital stocks
Original cost		(750,000	)		(750,000	)		(23,010	)
Accumulated amortization of technology transfer in payment of capital stocks		750,000			750,000			23,010
Start-up costs
Original cost		(61,107	)		(60,151	)		(1,846	)
Accumulated depreciation of start-up costs		53,400			54,668			1,677
Net effect on inventories		(53	)		(40	)		(1	)
Depreciation of fixed assets and employee dormitory building
Depreciation of fixed assets and employee dormitory building		(100,710	)		(122,959	)		(3,772	)
Net effects on inventories		322			371			11
Transfer of building and facilities from MVI
Original cost		(173,174	)		(173,174	)		(5,313	)
Depreciation and gain on disposal of building and facilities from MVI		169,155			169,883			5,212
Net effects on inventories		(26	)		(13	)		—
Financial assets at fair value through profit and loss		3,035			—			—
Pension expenses		(1,898	)		(65,293	)		(2,003	)
Interest capitalization		118,757			118,757			3,643
Depreciation of interest capitalization		(51,769	)		(71,562	)		(2,195	)
Long-term investment under equity method		(25,470	)		(8,469	)		(260	)
Employee bonus and director remuneration		(294,300	)		(523,387	)		(16,057	)
Effect of U.S.GAAP adjustment on minority interest		48,767			49,749			1,526
Effect of U.S. GAAP adjustment on income taxes		7,785			17,538			538

Net decrease in shareholders’ equity		(307,286	)		(614,082	)		(18,840	)


Shareholders’ equity based on U.S. GAAP		14,148,467			17,213,226			528,094

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	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Changes in shareholders’ equity based on U.S. GAAP
Balance, beginning of the year		10,593,316			13,093,797			14,148,467			434,069
Reversal of unrealized loss (gain) on available-for-sale securities		5,618			805			1,673			51
Cash dividend		—			(532,336	)		(531,791	)		(16,315	)
Purchase of treasury stock		—			(115,402	)		(3,191	)		(98	)
Outstanding shares owned by subsidiaries		—			(4,750	)		—			—
Issuance of new stock for merger		—			89,912			—			—
Unrealized loss on available-for-sale securities		(805	)		(1,673	)		—			—
Cumulative translation adjustments		(7,564	)		6,380			(359	)		(11	)
Adjustment for long-term investments		190,530			(19,921	)		26,562			815
Unrecognized pension cost		—			—			(63,395	)		(1,945	)
Net income for the year		2,312,702			1,631,655			3,635,260			111,528


Balance, end of the year		13,093,797			14,148,467			17,213,226			528,094


	December 31
	2005			2006
	NT$			NT$			US$
				(In Thousands)
Current assets

As reported		8,330,865			9,967,812			305,808
U.S. GAAP adjustments
Financial assets at fair value through profit and loss		3,035			—			—
Effect of inventory adjustments:
Start-up costs		(53	)		(40	)		(1	)
Depreciation of fixed assets and employee dormitory building		322			371			11
Transfer of building and facilities from MVI		(26	)		(13	)		—


As adjusted		8,334,143			9,968,130			305,818

Funds and long-term investments

As reported		413,125			366,743			11,252
U.S. GAAP adjustments
Adjustment for investment income		53,893			—			—
Impairment loss		(79,363	)		(8,469	)		(260	)


As adjusted		387,655			358,274			10,992


(Forward)

(Followed)
Property, plant and equipment — net

As reported		18,986,699			27,854,382			854,560

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	December 31
	2005			2006
	NT$			NT$			US$
				(In Thousands)
U.S. GAAP adjustments
Start-up costs		(7,707	)		(5,483	)		(168	)
Depreciation of fixed assets		(89,178	)		(109,796	)		(3,369	)
Transfer of building and facilities from MVI		(4,019	)		(3,291	)		(101	)
Interest capitalization		66,988			47,195			1,448
Negative goodwill of merging Chantek		(20,275	)		(20,275	)		(622	)


As adjusted		18,932,508			27,762,732			851,748


Other assets

As reported		260,499			301,773			9,258
U.S. GAAP adjustments
Depreciation of employee dormitory building		(11,532	)		(13,163	)		(404	)
Goodwill		20,275			20,275			622


As adjusted		269,242			308,885			9,476


Current liabilities
As reported		4,885,016			6,209,920			190,517
U.S, GAAP adjustments
Accrued employee bonds and director remuneration		294,300			523,387			16,058


As adjusted		5,179,316			6,733,307			206,575


Other liabilities

As reported		825,729			912,765			28,003
U.S. GAAP adjustments
Pension expenses		1,898			65,293			2,003
Effect of U.S. GAAP adjustment on income taxes		(7,785	)		(17,538	)		(538	)


As adjusted		819,842			960,520			29,468


Minority interest
As reported		3,494,210			3,482,966			106,856
U.S. GAAP adjustments
Accrued employee bonds and director remuneration		(48,767	)		(49,749	)		(1,526	)


As adjusted		3,445,443			3,433,217			105,330

As a result of the adjustments presented above, the approximate amounts of total assets under U.S. GAAP were NT$28,026,919 thousand and NT$38,542,338 thousand as of December 31, 2005 and 2006, respectively.

The following U.S. GAAP condensed statements of operation for the years ended December 31, 2004, 2005 and 2006 have been derived from the audited financial statements and reflect the adjustments presented above. Certain accounts have been reclassified to conform to U.S. GAAP. Reversal of allowance for inventories, scrap of inventories and bonuses to employees, directors and supervisors are included as operating expenses.

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	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)

Net revenue		14,867,877			14,756,523			19,824,561			608,209
Cost of revenue		(10,746,166	)		(10,848,673	)		(13,486,578	)		(413,762	)

Gross profit		4,121,711			3,907,850			6,337,983			194,447
Operating expenses		( 1,095,053	)		( 1,540,563	)		( 1,489,060	)		( 45,684	)

Income from operations		3,026,658			2,367,287			4,848,923			148,763
Non-operating expenses — net		( 574,814	)		( 423,167	)		( 151,257	)		( 4,641	)


Income before income tax		2,451,844			1,944,120			4,697,666			144,122


Net income		2,312,702			1,631,655			3,635,260			111,528

26. ADDITIONAL DISCLOSURES REQUIRED BY U.S. GAAP

	a.		Recent accounting pronouncements

			The Company is required by SEC Staff Accounting Bulletin No. 74 to make certain disclosures about the effect that recently issued accounting standards will have on the financial statements adopted for future periods.

			On September 29, 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”). SFAS No. 158 requires an employer that sponsors one or more defined benefit pension plans or other postretirement plans to 1) recognize the funded status of a plan, measured as the difference between plan assets at fair value and the benefit obligation, in the balance sheet; 2) recognize in shareholders’ equity as a component of accumulated other comprehensive loss, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not yet recognized as components of net periodic benefit cost; 3) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end balance sheet; and 4) disclose in the notes to the financial statements additional information about the effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.

			The FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”) in February 2006. SFAS No. 155 amends SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”, and SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” and addresses the application of SFAS No. 133 to beneficial interests in securitized financial assets. SFAS No. 155 establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. Additionally, SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 is effective for fiscal years beginning after September 15, 2006. The Company is currently assessing the impact SFAS No. 155 will have on the consolidated financial statements but do not anticipate it will be material.

			The FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets an amendment of FASB Statement No. 140” (“SFAS No. 156”) in March 2006. SFAS No. 156 requires a company to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset. A company would recognize a servicing asset or servicing liability initially at fair value. A company

F-130

			will then be permitted to choose to subsequently recognize servicing assets and liabilities using the amortization method or fair value measurement method. SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. The Company is currently assessing the impact SFAS No. 156 will have on the consolidated financial statements but do not anticipate it will be material.

			On July 13, 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in an income tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within their financial statements. The disclosures will include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors that could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it will be more-likely-than-not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the impact FIN No. 48 will have on the consolidated financial statements but do not anticipate it will be material.

			On September 15, 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition and disclosure purposes under generally accepted accounting principles. SFAS No. 157 will require the fair value of an asset or liability to be based on a market based measure, which will reflect the credit risk of the company. SFAS No. 157 will also require expanded disclosure requirements, which will include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. The Company is currently assessing the impact SFAS No. 157 will have on the consolidated financial statements.

			In September 2006, the U.S. SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued to provide interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The Company adopted the provisions of SAB 108 effective December 31, 2006. The adoption of SAB 108 did not have an impact on the consolidated financial statements.

	b.		Financial assets at fair value through profit and loss.

			On December 31, 2005 and 2006, certain investments carried at cost under ROC GAAP were revalued for purposes of U.S. GAAP presentation:


	(ROC GAAP)				(U.S. GAAP)
	Carrying Value				Fair Value
	2005		2006		2005		2006
	NT$		NT$		NT$		NT$
	(In Thousands)				(In Thousands)
Available-for-sale securities		186,136		1,929,124		189,171		1,929,124

F-131

			Prior to January 1, 2006, the Company uses the weighted-average cost method for available-for-sale securities when determining the cost basis.

			The following table shows the gross unrealized losses and fair value of short-term investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category that individual securities have been in a continuous unrealized loss position, at December 31, 2005 and 2006.


	December 31, 2006
	Less than 12 months										12 months or greater
					Unrealized										Unrealized
	Fair value				losses/(gains)						Fair value				losses/(gains)
	NT$		US$		NT$			US$			NT$		US$		NT$			US$
	(In Thousands)
Stock		100,820		3,093		(6,604	)		(203	)		156,832		4,812		(2,006	)		(62	)
Open-ended funds		1,641,472		50,360		—			—			30,000		920		—			—


		1,742,292		53,453		(6,604	)		(203	)		186,832		5,732		(2,006	)		(62	)

F-132

Income tax expense (benefit)


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)

Income tax current payable		86			87,643			293,835			9,015
Deferred income tax		(133,697	)		(47,802	)		247,689			7,598
Adjustment of prior years’ income taxes		(4,743	)		497			(4,673	)		(143	)


Income tax expense (benefit)		(138,354	)		40,338			536,851			16,470

Reconciliation of the income tax calculated on pre-tax financial statement income based on statutory tax rate and the income tax expense (benefit), which conforms to U.S. GAAP as follows:


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
				(In Thousands)

Tax on pretax income at ROC statutory rate (25%)		670,129			196,559			684,511			21,000
SBIP tax exemption (5%)		—			—			—			—

Tax on pretax income at SBIP statutory rate		670,129			196,559			684,511			21,000
Other tax and assessed additional income tax		86			164,584			111,328			3,415
Tax effect of:
Tax-exempt income		(426,870	)		(185,377	)		1,752			54
Permanent differences
Non-taxable gain on sales of investment		(12,557	)		(18,630	)		—			—
Non-deductible investment (gain) loss		(12,246	)		82,152			(75,151	)		(2,306	)
Others		(714	)		—			56,637			1,738
Temporary differences		50,418			(169,637	)		111,873			3,432
Tax credits - utilized		(355,923	)		(218,672	)		(506,285	)		(15,533	)
- deferred		(70,003	)		76,611			(206,923	)		(6,348	)
Valuation allowance		(560,053	)		(405,487	)		230,050			7,058
Loss carry forward		584,122			517,738			133,732			4,103
Adjustment of prior year’s income tax		(4,743	)		497			(4,673	)		(143	)


Income tax (benefit) expense		(138,354	)		40,338			536,851			16,470

F-133


	December 31
	2005			2006
	NT$			NT$			US$
	(In Thousands)
Deferred income tax assets

Current
Unrealized foreign exchange loss		3,496			3,679			113
Loss of market price decline and obsolescence and slow-moving inventories		20,616			19,026			584
Sales allowance		9,455			21,912			672
Bad-debt allowance		81,424			77,533			2,378
Tax credits for investment in machinery and equipment and R&D expenditures		110,103			491			15
Others		14,108			11,696			359

		239,202			134,337			4,121
Valuation allowance		—			—			—

		239,202			134,337			4,121


Deferred income tax liabilities
Non-current
Tax credits for investment in machinery and equipment and R & D expenditures		801,450			1,117,985			34,299
Depreciation differences		(531,219	)		(619,365	)		(19,002	)
Interest capitalization		(16,747	)		(11,799	)		(362	)
Loss carry forward		133,732			—			—
Transferred assets from MVI		1,011			826			26
Start-up costs		1,940			1,380			42
Others		262,541			254,212			7,799

		652,708			743,239			22,802
Valuation allowance		(793,874	)		(1,023,924	)		(31,413	)

		(141,166	)		(280,685	)		(8,611	)

		98,036			(146,348	)		(4,490	)

	d.		Pension plans

			On September 29, 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined benefit Pension and Other Postretirement Plans”. The company adopted SFAS. No. 158 effective December 31, 2006. The impact of the adoption of SFAS No. 158 has been reflected within the consolidated financial statements as of December 31, 2006. The incremental effect of applying SFAS No. 158 has been disclosed as par of this footnote.

F-134


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)
Components of net periodic benefit cost
Service cost		51,970			30,021			1,688			52
Interest cost		7,599			8,713			7,781			239
Projected return on plan assets		(4,892	)		(4,659	)		(4,732	)		(145	)
Net amortization and deferral:
Unrecognized net transition obligation		(477	)		(305	)		(319	)		(10	)
Unrecognized net loss		809			1,209			879			27
Curtailment Loss Recognition		—			458			—			—


Net periodic benefit cost		55,009			35,437			5,297			163


Recognized in other comprehensive income
Unrealized net transition obligation		—			—			7			—
Unrealized actuarial loss		—			—			63,388			1,945

Total recognized in other comprehensive income		—			—			63,395			1,945


Total recognized in total benefit cost and other comprehensive		—			—			68,692			2,108

The estimated net transition obligation and actuarial loss for the defined benefit pension plans tat will be amortized from accumulated other comprehensive income into benefits cost in 2007 is NT$1 thousand (US$0) and NT$3,233 thousand (US $99 thousand), respectively.


Changes in plan assets
Fair value of plan assets at beginning of year	135,893	174,349		156,172	4,791
Actual return on plan assets	1,796	1,971		4,163	128
Employer contribution	32,160	29,892		39,656	1,217
Effect of merger	4,500	(49,223	)	—	—

	174,349	156,989		199,991	6,136

F-135


Changes in benefit obligation
Benefit obligation at beginning of year	167,979		314,124		283,253		8,690
Service cost	51,970		30,021		1,688		52
Interest cost	7,599		8,713		7,781		239
Actuarial loss (gain)	20,751		(2,024	)	24,924		765
Acquisition of subsidiary	65,825		—		—		—
Effect of merger	—		(67,581	)	—		—

Benefit obligation at end of year	314,124		283,253		317,646		9,746

Funds status	(139,775	)	(126,264	)	(117,655	)	(3,610	)
Unrecognized actuarial loss	48,918		42,708		68,185		2,092


Net amount recognized (recognized as accrued pension cost)	(90,857	)	(83,556	)	(49,470	)	(1,518	)


Actuarial assumptions

Discount rate	3.25	%	2.75	%	2.75	%	2.75	%

Rate of compensation increase	3.25	%	3.25	%	3.50	%	3.50	%

Expected return on plan assets	3.25	%	2.75	%	2.75	%	2.75	%

			The following table is req uired as part of adopting SFAS No. 158.

			Incremental effect of applying SFAS No. 158 on individual line items in the consolidated balance sheet as of December 31, 2006:


	Before application						After application of
	of SFAS No. 158			Adjustments			SFAS No. 158
	NT$			NT$			NT$			US$
	(In Thousands)
Accured pension cost		49,470			63,395			112,865			3,463
Total other liabilities		897,125			63,395			960,520			29,468
Accumulated other comprehensive income		(2,162	)		(63,395	)		(65,557	)		(2,011	)
Total shareholders’ equity		17,276,621			(63,395	)		17,213,226			(528,094	)

The Company has no other post-retirement or post-employment benefit plans. The company expects to contribute NT$39,155 thousand to its pension plans during 2007. The plan assets are all invested in the Central Trust of China.

F-136

	e.		Statements of cash flows

			ROC SFAS No. 17, “Statement of Cash Flows” has been applied. Its objectives and principles are similar to those set out in the SFAS No. 95, “Statement of Cash Flows”. The principle differences between the standards relate to classification. Cash flows from changes in short-term investments, refundable deposits, other assets and guarantee deposits and bonus to directors and supervisors are included as operating activities under SFAS No. 95. Summarized cash flow data by operating, investing and financing activities in accordance with SFAS No. 95 are as follows:


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)

Net cash inflow (outflow) from:

Operating activities		5,764,200			8,958,953			6,961,854			213,587
Investing activities		(6,169,297	)		(6,587,533	)		(13,742,203	)		(421,605	)
Financing activities		2,067,591			(2,035,152	)		5,503,716			168,852
Effect of exchange rate changes		—			(327	)		37			1

Change in cash and cash equivalents		1,662,494			335,941			(1,276,596	)		(39,165	)
Cash and cash equivalents at the beginning of year		1,155,662			2,818,156			3,154,097			96,766

Cash and cash equivalents at the end of year		2,818,156			3,154,097			1,877,501			57,601

Statements of comprehensive income (loss)


	Year Ended December 31
	2004			2005			2006
	NT$			NT$			NT$			US$
	(In Thousands)

Net income based on U.S. GAAP		2,312,702			1,631,655			3,635,260			111,528
Other comprehensive income (loss):
Reversal of unrealized loss on available-for-sale security		5,618			805			1,673			51
Unrealized loss on available-for-sale security		(805	)		(1,673	)		—			—
Unrecognized pension costs		—			—			(63,395	)		(1,945	)
Translation adjustment		(7,564	)		6,380			(359	)		(11	)


Comprehensive income		2,309,951			1,637,167			3,636,574			111,568

Components in other comprehensive income (loss) refer to investments in Ultima. Under ROC laws, those losses and gains are not subject to income tax. Therefore, no tax expense or benefit is allocated to such investments.

F-137

Statements of accumulated comprehensive income (loss)


				Unrealized						Accumulated
				Gain (Loss) on						Other
	Unrecognized			Financial			Translation			Comprehensive
	Pension Cost			Instrument			Adjustment			Income (Loss)
	NT$			NT$			NT$			NT$
	(In Thousands)
January 1, 2004		—			(5,618	)		(619	)		(6,237	)
Addition in 2004		—			4,813			(7,564	)		(2,751	)

December 31, 2004		—			(805	)		(8,183	)		(8,988	)
Addition in 2005		—			(868	)		6,380			5,512

December 31, 2005		—			(1,673	)		(1,803	)		(3,476	)
Addition in 2006		(63,395	)		1,673			(359	)		(62,081	)

December 31, 2006		(63,395	)		—			(2,162	)		(65,557	)

F-138

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	7th grade Avg

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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