Siliconware Precision Industries (SPILA) 20-F 2014 FY Annual report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

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

or

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

For the fiscal year ended December 31, 2014

or

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

For the transition period from                    to                    

or

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

Date of event requiring this shell company report

Commission file number 000-30702

Siliconware Precision Industries Co., Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Taiwan, Republic of China

(Jurisdiction of Incorporation or Organization)

No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, R.O.C.

(Address of Principal Executive Offices)

Eva Chen, telephone: +886 (4) 2534-1525, fax: +886 (4) 2534-6278,

No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, R.O.C.

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

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

Title of Each Class	Name of Each Exchange On Which Registered
American Depositary Shares, each representing 5 Common Shares	The NASDAQ Stock Market LLC (The NASDAQ Global Select Market)
Common Shares, par value NT$10 per share	The NASDAQ Stock Market LLC (The NASDAQ Global Select Market)*

* Not for trading, but only in connection with the registration of American Depositary Shares representing such Common Shares pursuant to the requirements of the Securities and Exchange Commission.

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

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

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

3,116,361,139 Common Shares were outstanding as of December 31, 2014

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

Yes  x             No  ¨

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

Yes  ¨             No  x

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

Yes  x             No  ¨

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

Yes  ¨             No  ¨

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

Large accelerated filer  x     Accelerated filer  ¨     Non-accelerated filer  ¨

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

U.S. GAAP  ¨

International Financial Reporting Standards as issued by the International Accounting Standards Board  x Other  ¨

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

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

Yes  ¨             No  x

SILICONWARE PRECISION INDUSTRIES CO., LTD.

FORM 20-F ANNUAL REPORT

FISCAL YEAR ENDED DECEMBER 31, 2014

TABLE OF CONTENTS

		Page
Supplemental Information			1
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		19
Item 4A.	Unresolved Staff Comments		32
Item 5.	Operating and Financial Review and Prospects		32
Item 6.	Directors, Senior Management and Employees		45
Item 7.	Major Shareholders and Related Party Transactions		50
Item 8.	Financial Information		51
Item 9.	The Offer and Listing		53
Item 10.	Additional Information		54
Item 11.	Quantitative and Qualitative Disclosures About Market Risk		70
Item 12.	Description of Securities Other Than Equity Securities		71
PART II			73
Item 13.	Defaults, Dividend Arrearages and Delinquencies		73
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		73
Item 15.	Controls and Procedures		73
Item 16A.	Audit Committee Financial Expert		74
Item 16B.	Code of Ethics		74
Item 16C.	Principal Accountant Fees and Services		74
Item 16D.	Exemptions from the Listing Standards for Audit Committees		74
Item 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers		75
Item 16F.	Change in Registrant’s Certifying Accountant		75
Item 16G.	Corporate Governance		75
Item 16H.	Mine Safety Disclosure		76
PART III			76
Item 17.	Financial Statements		76
Item 18.	Financial Statements		76
Item 19.	Exhibit Index		76

Exhibit 8.1

Exhibit 12.1

Exhibit 12.2

Exhibit 13.1

Exhibit 13.2

Supplemental Information

All references to “we,” “us,” “our” and “our company” in this annual report are to Siliconware Precision Industries Co., Ltd. and our consolidated subsidiaries, unless the context otherwise requires. All references to “shares” and “common shares” are to our common shares, par value NT$10 per share, and to “ADSs” are to our American depositary shares, each of which represents five of our common shares. We have an ADS facility with JPMorgan Chase Bank, N.A. acting as depositary under a third amended and restated deposit agreement, dated as of January 6, 2015. Prior to this date, the depositary was Citibank, N.A. All references to “Taiwan” are to the island of Taiwan and other areas under the effective control of the Republic of China. All references to “the government” or “the Republic of China government” are to the government of the Republic of China. All references to the “Securities and Futures Bureau” are to the Securities and Futures Bureau of the Republic of China or its predecessors, as applicable. “R.O.C. GAAP” means the generally accepted accounting principles of the Republic of China, and “U.S. GAAP” means the generally accepted accounting principles of the United States. All references to “IFRS” in this annual report are references to the International Financial Reporting Standards as issued by the International Accounting Standard Board.

The financial statements included in this annual report are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. As such, we make an explicit and unreserved statement of compliance with IFRS, as issued by the IASB, with respect to our consolidated financial statements as of December 31, 2013 and 2014 and for each of the three years ended December 31, 2014 included in this annual report.

In accordance with rule amendments adopted by the U.S. Securities and Exchange Commission, or the SEC, which became effective on March 4, 2008, we are not required to provide a reconciliation to generally accepted accounting principles in the United States, or U.S. GAAP.

The consolidated financial statements included in our annual reports on Form 20-F previously filed with the SEC in respect of the years before 2013 were prepared in accordance with U.S. GAAP. For additional information, please refer to our annual reports on Form 20-F previously filed with the SEC.

In accordance with the requirements of the Republic of China Financial Supervisory Commission, or the FSC, beginning on January 1, 2013, we have adopted IFRS as endorsed by the FSC, or Taiwan IFRS, for reporting our annual and interim consolidated financial statements in the R.O.C. There are certain material differences between Taiwan IFRS and IFRS. We will furnish a report on Form 6-K in April 2015 explaining the impacts of differences between Taiwan IFRS and IFRS with respect to our consolidated financial results in 2014.

Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Unless otherwise indicated, or the context otherwise requires, references in this annual report to financial and operational data for a particular year refer to the fiscal year of our company ended December 31 of that year.

We publish our consolidated financial statements in New Taiwan dollars, the lawful currency of the Republic of China. In this annual report, “NT$”, “NTD” and “NT dollars” mean New Taiwan dollars, “$,” “US$” and “U.S. dollars” mean United States dollars.

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:

1

• 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 consolidated financial data set forth below as of and for the years ended December 31, 2012, 2013 and 2014 have been derived from our audited consolidated financial statements which have been prepared in accordance with IFRS. Pursuant to the transitional relief granted by the SEC in respect of the first-time application of IFRS, financial and operating data as of and for the two years ended December 31, 2010 and 2011 derived from our consolidated financial statements prepared in accordance with U.S. GAAP have not been included below.

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.

2

	Years Ended December 31,
	2012			2013			2014
	NT$			NT$			NT$			US$(1)
	(in millions, except earnings or dividends per share and per ADS data)
Income Statement Data:
Net operating revenues		64,655			69,356			83,071			2,628.8
Operating costs		(52,916	)		(54,926	)		(62,081	)		(1,964.6	)
Gross profit		11,739			14,430			20,990			664.2
Operating expenses		(5,351	)		(7,391	)		(7,169	)		(226.9	)
Other income and expenses		5			61			284			9.0
Operating profit		6,392			7,100			14,105			446.3
Equity investment loss		(9	)		(85	)		(172	)		(5.4	)
Interest income		118			103			156			4.9
Other gains and losses		237			437			162			5.1
Finance costs		(197	)		(271	)		(403	)		(12.7	)
Impairment loss of investments accounted for using the equity method		(95	)		—			(442	)		(14.0	)
Gains (losses) on disposal of investments		231			(4	)		639			20.2
Dividends income		115			169			223			7.1
Income before income tax		6,792			7,449			14,268			451.5
Income tax expense		(1,230	)		(1,607	)		(3,050	)		(96.5	)
Net income		5,562			5,842			11,218			355.0
Earnings per share
Basic		1.81			1.89			3.60			0.11
Diluted		1.80			1.87			3.57			0.11
Shares used in per share calculation (average, as adjusted)
Basic		3,078			3,098			3,116			3,116
Diluted		3,094			3,117			3,139			3,139
Earnings per ADS
Basic		9.03			9.43			18.00			0.57
Diluted		8.99			9.37			17.87			0.57
Dividends per share		1.42			1.80			3.00			0.09
ADSs used in per ADS calculation (average, as adjusted)
Basic		616			620			623			623
Diluted		619			623			628			628
Other Data:
Capital expenditures		15,142			14,979			19,561			619.0
Depreciation and amortization		10,100			11,034			12,436			393.5

3

	As of December 31,
	2012		2013		2014
	NT$		NT$		NT$		US$(1)
	(in millions, except earnings or dividends per share and per ADS data)
Statement of Financial Position Data:
Cash and cash equivalents		15,852		16,975		30,155		954.2
Working capital		14,221		15,295		23,632		747.8
Total assets		91,853		101,819		129,752		4,106.1
Short-term debt and current portion of long-term debt		5,617		5,688		9,660		305.7
Long-term debt		12,038		15,356		24,670		780.7
Total liabilities		32,935		39,947		58,979		1,866.4
Capital stock		31,164		31,164		31,164		986.2
Total stockholders’ equity		58,918		61,872		70,774		2,239.7

(1) Amounts translated for convenience at NT$31.60 to US$1.00, which was the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2014.

Currency Translations and Exchange Rates

We have translated certain New Taiwan dollars, or NT dollars, amounts included in this annual report into U.S. dollars for the convenience of the readers. The rate we used for the translations was NT$31.60 = US$1.00, which was the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2014. The translation does not mean that NT dollars could actually be converted into U.S. 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
2010		31.39		32.43		29.14		29.14
2011		29.42		30.67		28.50		30.27
2012		29.47		30.28		28.96		29.05
2013		29.73		30.20		28.93		29.83
2014		30.38		31.80		29.85		31.60
October		30.39		30.49		30.31		30.45
November		30.73		30.99		30.48		30.99
December		31.35		31.80		31.03		31.60
2015 (through April 10, 2015)		31.42		32.00		30.87		31.23
January		31.64		32.00		31.06		31.75
February		31.55		31.76		31.31		31.44
March		31.44		31.71		31.19		31.24
April (through April 10, 2015)		31.08		31.24		30.87		31.23

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.

4

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

Any global systemic economic and financial crisis could negatively affect our business, results of operations, and financial condition

The systemic economic and financial crisis in 2008 and 2009 that affected global businesses including the banking and financial sectors also had an impact on the semiconductor markets, resulting in sharp declines in demand for our semiconductor packaging and testing services from which we generate our revenues. The global economy has been slowly recovering since the end of 2009. However, the global economy is still uncertain and may deteriorate in the future. There were, and could be in the future, domino effects from the global markets turmoil on our business, including significant decreases in orders from our customers, insolvency of key suppliers resulting in service delays, inability of customers to obtain credit to finance purchases of our services, customer insolvencies, weak consumer confidence, diminished consumer and business spending and asset depreciation negatively impacting our operations. Any systemic economic or financial crisis could cause revenues for the semiconductor industry as a whole to decline dramatically and could materially and adversely affect our results of operations.

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 profitability, which would seriously harm our manufacturing services.

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 changes, our operating results usually fluctuate.

5

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

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

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

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

Our profitability is affected by the capacity utilization rates for our machinery and equipment. Although our capacity utilization rate has improved in 2014 from 2013, we cannot assure you that this trend will continue. Our operations, in particular our bumping, chip scale package and testing operations have high fixed costs. Despite the improvement in the outlook for the semiconductor industry in 2014, we cannot assure you that we will be able to maintain or surpass our past gross margin levels if we cannot consistently achieve or maintain relatively high capacity utilization rates. The factors affecting our capacity utilization in 2014 included inconsistent demand from customers due to:

• the continued competition in the global market for mobile devices and personal computers, which caused our customers to frequently change their market strategy and adjust inventory levels to handle the pressure from their competitors; and

• the continued strong demand for smart phones, which replaced the demand for personal computers and tablets.

Such uncontrollable factors caused diverse capacity utilization in our different manufacturing processes. The continuing instability in demand has made it difficult to meet original planned weight in different services and sustain a high utilization rate. Any uncertainty in the semiconductor industry as a result of such events would harm our capacity utilization, and as a result may adversely affect our profitability and results of operations 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 will 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 order to increase or sustain our capacity utilization, we must:

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

6

• install advanced equipment in anticipation of new business; and

• prevent disruption of operations caused by 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 profitability 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 2012, 2013 and 2014, 57.0%, 60.0% and 69.5% of our net operating revenues, respectively, were derived from sales to our top ten customers. In 2014, our largest customer accounted for 12.9% 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 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 our expansion. We periodically review and adjust our capital expenditure plans to address our expectation of demand for our services and prevailing industry trends. The growing demand for our manufacturing services has and will continue to require significant capital expenditures on packaging technology and equipment. In making these planned capital expenditures, we may need to obtain additional capital. 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, availability of equipment and market conditions. In addition, we cannot assure you that additional financing will be available on satisfactory terms to us, or at all, when we require additional financing, which could have a material adverse effect on our business and results of operations.

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

The independent semiconductor packaging and testing industry is very competitive. We face substantial competition from established packaging and testing companies, including Advanced Semiconductor Engineering, Inc. (Taiwan), Amkor Technology Inc. (USA) and STATS ChipPAC Ltd. (Singapore). We may face additional competition from new competitors in our industry in emerging markets other than Taiwan, such as the People’s Republic of China, or the P.R.C. For example, we may face increased competition from the P.R.C. for assembly and testing services of integrated circuits, where previously such competition was limited. On June 24, 2014, the P.R.C.’s National Development and Reform Commission, Ministry of Science, Ministry of Finance and Ministry of Industry and Information Technology simultaneously announced the National Program to Promote the Development of the Integrated Circuit Industry. Under this policy, approximately RMB 100 billion (NT$509 billion or US$16.1 billion) of P.R.C. government investment funds will be allocated to support the P.R.C. semiconductor industry over the course of 10 years. As a result of such influx of funding to semiconductor companies in the P.R.C., our existing P.R.C. customers may be required to allocate a certain portion of their purchase orders to P.R.C. companies which could lead to a reduction in our business. Also, our P.R.C. competitors may be able to provide assembly and testing services for a lower price which could reduce our market share. 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 do, 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.

7

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.

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

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

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

We must obtain sufficient quantities of raw materials at acceptable prices in a timely manner. We source most of our raw materials, including critical materials, such as gold wire, bumping materials, substrates and lead-frames, from a limited group of suppliers. We purchase all of our materials on a purchase order basis at prevailing market prices and have no long-term contracts with any of our suppliers. From time to time, suppliers may extend lead times or limit the supply of required materials to us because of supply capacity constraints during market upturns for the semiconductor industry. Consequently, we have experienced, and may in the future, experience 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.

Gold wire is a substantial raw material to us. The spot price of gold fluctuates and may be unpredictable. The increase in the price of gold wire will result in the decrease in our gross margin. To the extent we are not able to offset any increases in our raw material costs, our gross margins may be adversely impacted.

8

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 U.S. 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 produce wastewater, industrial waste (liquid waste and solid waste) and flue gas, which are regulated by the government. For example, wastewater is produced when silicon wafers are diced into chips using diamond saws and cooled with running water. Wastewater is also produced from the lead-frame plating rinse process, the flux cleaning of die-attach, the ball-place process of flip-chip ball grid array, ball grid array production, and rinsing in the bumping process. According to nature of the different wastewater produced, we utilize specific treatment facilities to optimize the wastewater treatment effect and efficiency in our regulation compliance efforts. However, we cannot assure you that we will fully eliminate the adverse effects of environment from wastewater. 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.

9

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

Our operations and those of our customers and suppliers are particularly vulnerable to fires, earthquakes, typhoons, droughts, floods, power losses, and similar events. Disruptions or delays in our supply chain may result in shortages of components we utilize which may in turn affect our ability to successfully perform our semiconductor packaging and testing services. Any failure on our part to provide our services to customers may have an adverse effect on our financial condition and results of operations.

We cannot guarantee that future natural disasters 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 natural disasters 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.

Climate change, other environmental concerns and green initiatives present commercial challenges, economic risks and physical risks that could harm our results of operations or affect the manner in which we conduct our business

Increasing climate change and environmental concerns could affect the results of our operations if any of our customers would request us to exceed any standard(s) set for environmentally compliant products and services. If we are unable to offer such products or offer products that are compliant, but are not as reliable due to the lack of reasonably available alternative technologies or materials, we may lose market share to our competitors. Customers may request us to provide information on a particular product’s carbon footprint, which is expressed in terms of the carbon dioxide emission from our manufacture of a product. If we are unable to provide the requested information to customers, or if we provide a higher carbon footprint figure than customers expect, we may also lose market share, which may have an adverse effect on our financial condition and results of operations.

Further, energy costs in general could increase significantly due to climate change regulations. Therefore, our energy costs may increase significantly if utility or power companies pass on their costs, fully or partially, such as those associated with carbon taxes, emission cap and carbon credit trading programs.

In addition, more frequent droughts and floods, extreme weather conditions and rising sea levels could occur due to climate change. The impact of such changes could be significant as our facilities are located in Taiwan, which is an island. For example, transportation suspension caused by extreme weather conditions could harm the delivery of our supplies and the distribution of the products on which we provide our services. We cannot predict the economic impact, if any, of disasters or climate change.

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 2012, 2013 and 2014, sales to our overseas customers accounted for 78.7%, 78.1% and 80.5%, 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.

10

Compliance with laws relating to conflict minerals may increase our costs and lead to reputational challenges.

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of certain minerals originating from the Democratic Republic of Congo, or the DRC, and adjoining countries that are believed to be benefiting armed groups. As a result, the SEC has adopted due diligence, disclosure and reporting requirements for companies which manufacture products that include components containing gold, columbite-tantalite (tantalum), cassiterite (tin) and wolframite (tungsten), regardless of whether the minerals are actually mined in the DRC or adjoining countries. We filed our first report in 2014 and we expect to file our report for the 2014 compliance year on or before the due date of May 31, 2015. In order to comply with the rules and regulations promulgated by the SEC, we will verify all relevant factual data with our vendors in accordance with the industry accepted procedures and the Electronic Industry Citizenship Coalition and Global e-Sustainability conflict minerals reporting template, and file the required reports annually. Although we expect that we and our vendors will be able to comply with the requirements, there can be no guarantee that we will be able to gather all the information required. In addition, such regulations could decrease the availability and increase the prices of components used in our services, particularly if we choose (or are required by our customers) to source such components from different suppliers than we use now. Furthermore, as our supply chain is complex, we expect that the compliance process will be both time-consuming and costly. We may face reputational challenges if we are unable to timely verify the origins of minerals contained in the components used in our services, or if our due diligence process reveals that materials we source originate in the DRC or adjoining countries and benefit armed groups.

Similarly, many countries are considering regulations concerning disclosure and enforcement of human rights within supply chains. Although our own operations comply with the employment and employee rights requirements under the laws of the countries where we have operations, such proposals extend to the operations of suppliers, wherever they may be located. While we require our suppliers and/or our supply chain to abide by the laws and/or requirements of being conflict free, and we believe our suppliers comply with applicable human rights requirements, there can be no guarantee that they will continue to do so, or that we will be able to obtain the necessary information on their activities to comply with whatever future requirements may be enacted.

The accounting treatment for our outstanding convertible bonds, including the treatment for conversion option, redemption option and put option embedded in our outstanding convertible bonds, could have a material effect on our reported financial results.

In October 2014, we issued US$400 million unsecured convertible bonds due 2019. Since the convertible bonds are denominated in U.S. dollars which is different from our functional currency, under IFRS, we separated the conversion option, redemption option and put option embedded in the convertible bonds, or the bond options, and recognized them as a freestanding derivative at fair value through profit or loss. To determine the fair value of the bond options of the convertible bonds, we are subject to a mark-to-market accounting on the bond options embedded in the convertible bonds. The fair value of the bond options is determined by valuation techniques, and one of the key assumptions used is the share price of our common shares. If the fair value of our common shares rises, mark-to-market of the bond options would lead to losses in our financial statements. For each reporting period over the term of the convertible bonds, a gain (or loss) will be reported in our consolidated statement of comprehensive income to the extent the fair value of the bond options changes from the previous period. Changes in fair value of the bond options generated a loss of NT$321 million (US$10.2 million) in 2014. See notes 14, 15, 27 and 38 to our audited consolidated financial statements included in this annual report.

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.

11

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 and testing technologies 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 rely on certain technologies that we have obtained through alliances or licenses. For example, we have licensed from Freescale Semiconductor Inc., or Freescale, formerly part of Motorola, Inc., or Motorola, the technology for ball grid array. We make royalty payments to Freescale and have the license to use this technology until December 2015. We implement new package technologies by entering into technology alliances and by licensing package technologies from certain technology companies. There can be no assurance that third parties will continue to license advanced technologies to us on terms satisfactory or acceptable to us after these licensing agreements expire, or at all. In the event that we are unable to license such advanced technologies from the third parties, we may be required to develop designed around technologies internally. There can be no assurance that we will be able to develop such technologies internally.

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

We may suffer legal liabilities and damages if we infringe on the proprietary rights of others or incur costs resulting from legal claims and adverse proceedings against us. For example, on March 1, 2006, we were informed of a lawsuit, or the California Litigation, brought by Tessera Inc., or Tessera, in the United States District Court for the Northern District of California against us, our subsidiary Siliconware U.S.A., Inc. and five other semiconductor companies and their subsidiaries. Tessera alleged that some of our packaging services infringe patents owned by Tessera and that we have breached license agreements with Tessera. In April 2013, we settled the California Litigation by agreeing to pay US$30 million. The settlement amount is classified in our consolidated financial statements an operating expense. For more information, see “Item 4. Information on the Company — B. Business Overview — Litigation.”

12

Despite the risk that we may infringe on the proprietary rights of others, we have no means of knowing what patent applications have been filed in the United States or elsewhere until they are granted or published. The semiconductor industry is characterized by frequent litigation regarding patent and other intellectual property rights, although such litigations in the semiconductor packaging and testing industry tend to not be so prevalent. 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.

Political and Economic Risks

We face substantial political risks associated with doing business in Taiwan, particularly due to the tense relationship between the Republic of China, or the R.O.C., and the P.R.C.

Our principal executive offices and all of our assets are substantially located in Taiwan. Accordingly, our services, financial condition and results of operations and the market price of our common shares and the ADSs may be affected by changes in R.O.C. governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan which are outside of our control. Taiwan has a unique international political status. Since 1949, Taiwan and the Chinese mainland have been separately governed. The P.R.C. claims that it is the sole government in China and that Taiwan is part of China. Although significant economic and cultural relations have been established during recent years between the R.O.C. and the P.R.C., relations have often been strained. The P.R.C. 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 P.R.C. Past developments in relations between the R.O.C. and the P.R.C. have on occasion depressed the market prices of the securities of companies in the R.O.C. The R.O.C. also maintains important trade relations with the U.S., which has sometimes led to increased friction between the U.S. and the P.R.C. Any deterioration in relations among the U.S., the R.O.C. and the P.R.C. 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.

13

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 2014, the Taiwan Stock Exchange Index peaked at 9,569.17 on July 15 and reached a low of 8,264.48 on February 5. From January 1, 2014 to December 31, 2014, daily closing values of our shares ranged from NT$35.40 per share to NT$55.30 per share. The Taiwan Stock Exchange is particularly volatile during times of political instability, including when relations between Taiwan and the P.R.C. 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 debt crisis, high energy costs and other concerns, in Taiwan and other countries where our services are provided may also have an effect on the market price of our ADSs. Daily closing values of our ADSs ranged from US$1.88 to US$12.54 between June 7, 2000, the date on which our ADSs were listed on NASDAQ National Market, or NASDAQ, and December 31, 2014. Over the same period, the NASDAQ Composite Index ranged from 1,114.11 to 4,806.91.

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

Volatility in foreign exchange rates may have a material effect on our business. We are affected by fluctuations in exchange rates among the U.S. dollar, the Japanese Yen, the NT dollar and other currencies. Some of our net operating revenues are denominated in currencies other than NT dollars, such as U.S. dollars, while more than half of our costs of direct labor, raw materials and overhead are incurred in NT dollars. Therefore, any significant fluctuation in exchange rates could be harmful to our financial condition. In 2014, the foreign exchange rate between the U.S. dollar and the NT dollar has ranged from a high of NT$31.80 per US$1.00 to a low of NT$29.85 per US$1.00. Fluctuations in the exchange rate between the U.S. dollar and the NT dollar will also affect the U.S. dollar value of the ADSs and the U.S. 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 H7N9 avian influenza, may affect our ability to maintain sufficient operating staff and services, and may generally disrupt our operations. An outbreak of influenza on the human population could result in a widespread health crisis which could adversely affect the economies and financial markets of many countries, particularly in Asia. There is no guarantee that any future outbreak of contagious diseases or the measures taken by various countries of the world in response to a future outbreak of contagious diseases will not seriously interrupt our operations or those of our suppliers and customers. 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 and China, 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.

14

Our future tax obligations or reductions in tax exemptions may adversely affect our profitability

TheAmendments of the Income Tax Law promulgated on May 27, 2009 reduced the income tax rate for profit-seeking enterprises from 25% to 20%, which is effective from January 1, 2010. The corporate income tax rate is further reduced from 20% to 17%, which is effective from January 1, 2010, based on theAmendments of the Income Tax Law promulgated on June 15, 2010. In addition, according to the Industrial Innovation Act issued on May 12, 2010, the deductible rate of investment tax credit for qualifying research and development expenditures was reduced from 30% to 15% starting January 1, 2010. Because we met the requirements ofIncentives for Emerging Important Strategic Industries in Manufacturing and Technology Services for our capitalization plans in 2005 and 2006, we were exempt from income tax for revenues arising from the assembly and testing of certain IC products for a five-year period from 2008. The five-year income tax exemptions expired in December 2012 and May 2013, respectively. The Industrial Development Bureau of Ministry of Economic Affairs has issued another permission for the five-year income tax exemption of our 2007 registered capitalization plan in 2008. We acquired the work completion certificate from Taichung City Government Economic Development Bureau in 2013, and selected 2015 as the starting period for the income tax exemption. Revenue arising from the assembly and testing of certain integrated circuit products will be exempt from income tax. However, we cannot assure you that we will obtain tax exemptions in the future. Any expiration, reduction or elimination of our preferential tax benefits or tax exemptions would increase our tax obligations and could have an adverse effect on our results of operations.

Risks Relating to the P.R.C.

Our operations in the P.R.C. may expose us to political, regulatory, economic and foreign investment risks in the P.R.C.

Some of our customers and foreign competitors have expanded their operations to the P.R.C. In order to remain competitive and to position ourselves to gain market share, we established a subsidiary named Siliconware Technology (Suzhou) Limited, or Siliconware Suzhou, in 2002, which currently is primarily engaged in the assembly and testing service. Prior to 1978, the P.R.C. 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 P.R.C. 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 P.R.C. 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 P.R.C., including us.

Since 1979, many laws and regulations dealing with general economic matters or particular economic activities have been promulgated in the P.R.C. However, enforcement of existing laws and regulations may be uncertain and sporadic and implementation and interpretation thereof may be inconsistent. The P.R.C. 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 P.R.C.’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 P.R.C. 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 P.R.C. 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.

15

Changes in P.R.C. 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 P.R.C. government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of foreign currencies. Since July 2008, however, the Renminbi has traded within a narrow range against the US dollar. On June 20, 2010, the People’s Bank of China announced that the P.R.C. government would further reform the Renminbi exchange rate regime and increase the flexibility of the exchange rate. In April 2012, the People’s Bank of China announced that it would expand the floating range of the trading price of the Renminbi against the U.S. dollar from 0.5% to 1.0%. In March 2014, the People’s Bank of China announced that it would further expand the floating range of the trading price of the Renminbi against the U.S. dollar from 1.0% to 2.0%. The Renminbi appreciated 25.0% against the U.S. dollar between July 21, 2005 and December 31, 2014. Although it is difficult to predict how Renminbi exchange rates may change going forward, a more flexible currency policy 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.

An increase in labor costs may undermine our cost competitiveness, erode our profitability and thus affect our financial performance

We, along with our suppliers and customers, rely on our workers in our various manufacturing facilities. Labor costs in the various countries where we have manufacturing facilities may increase as those countries develop and have populations that are more affluent. For example, as factory workers have sought higher wages in China, we have been adjusting the wages of our workers in line with market conditions. In addition, increased labor costs of our suppliers could be passed along to us.

These increases in labor cost may undermine our cost competitiveness, erode our profitability and materially harm our business, financial condition and results of operations.

Risks Related to Ownership of Our Shares or ADSs

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

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

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

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

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

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

16

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

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

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

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

Our ADS holders may experience dilution if we distribute rights to our shareholders or sell additional equity or equity-linked securities

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.

Furthermore, the sale of additional equity or equity-linked securities may result in dilution to our ADS holders. In October 2014, we issued US$400 million unsecured zero coupon convertible bonds due 2019 to procure foreign currency-denominated raw materials and repay long-term debt. The bonds are convertible by holders at any time on or after December 10, 2014 until 10 days before maturity. The current conversion price is NT53.1038 per common share. As of March 31, 2015, none of the bonds has been converted into our common shares, and the balance of the outstanding bonds was US$400.0 million. Upon full conversion, the outstanding bonds would be converted to 228,925,236 common shares if based on the current conversion price, representing approximately 7.4% of our outstanding shares as of March 31, 2015. Any conversion of the bonds, in full or in part, would dilute the ownership interest of our existing shareholders and our earnings per share and could adversely affect the market price of our ADSs.

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

17

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

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

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

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

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

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

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

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

Based upon the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company, or PFIC, for 2014, 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 were not a PFIC for 2014 or that we will not be a PFIC in any future taxable year. See “Item 10. Additional Information — E. Taxation — U.S. Federal Income Tax Considerations for U.S. Persons — Passive Foreign Investment Company.”

18

Item 4. Information on the Company

A. History and Development of the Company

Our legal and commercial name is Siliconware Precision Industries Co., Ltd. We were incorporated under the R.O.C. Company Act as a company limited by shares on May 17, 1984. We provide services in Taiwan through our facilities located in Taichung, Hsinchu and Changhua. Our principal executive offices are located at No. 123, Sec. 3, Da Fong Road, Tantzu, Taichung, Taiwan, Republic of China, and the telephone number is 886-4-2534-1525. Our Internet website address is “http://www.spil.com.tw.” Our shares were listed on the Taiwan Stock Exchange in 1993. On June 7, 2000, we issued 30,000,000 ADSs, each representing five shares. Our ADSs have been listed on the NASDAQ National Market under the symbol “SPIL” since June 2, 2000. In 2002, we established Siliconware Suzhou in P.R.C., a wholly-owned subsidiary to provide assembling and testing service in Suzhou, China. On August 31, 2009, we merged our wholly-owned subsidiary, Siliconware Investment Company Ltd., in order to simplify our investment structure and reduce management costs.

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

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

B. Business Overview

Our Business

We are one of the world’s leading independent providers of semiconductor packaging and testing services. We offer a full range of packaging and testing solutions, including advanced packages, substrate packages and lead-frame packages, as well as testing for logic and mixed signal devices. We also offer our customers turnkey service, from packaging and testing to shipment service.

We provide packaging and testing services to more than 100 customers worldwide. For 2014, our top customers included the following leading semiconductor suppliers: Advanced Micro Devices Inc., Broadcom Corporation, Intel Corporation, MediaTek Inc., Marvell Semiconductor Inc., NVIDIA Corp., SanDisk Corporation and Xilinx, Inc. In general, we deal with the Asian subsidiaries of these leading semiconductor suppliers. We currently target customers in the personal computer, communications, consumer integrated circuits 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 2014, 77.6% of our net operating revenues were from packaging services and 22.4% of our net operating revenues were from testing and other services. 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,
	2012				2013				2014
	NT$		%		NT$		%		NT$		%
	(in millions, except percentages)
Substrate base packages		35,042		54.2		39,649		57.2		47,079		56.7
Lead-frame base packages		16,368		25.3		15,290		22.0		15,573		18.7
Other packages		1,758		2.7		1,014		1.5		1,816		2.2
Total packaging revenues		53,168		82.2		55,954		80.7		64,468		77.6
Testing and other revenues		11,487		17.8		13,402		19.3		18,603		22.4
Total net operating revenues		64,655		100.0		69,356		100.0		83,071		100.0

19

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 result 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 grid array packages, together with lead-frame packages. 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 interposer with gold, copper or silver wires or bumps. Each chip is then encapsulated, generally by molding compound or underfilled in a flip-chip ball grid array.

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.

20

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

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

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

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

In order to reduce the impact from fluctuations in the price of gold wire, we have also been improving our manufacturing process to reduce the diameters of the gold wire used. In addition, we have developed and currently offer copper wire and silver wire bonding processes to replace conventional processes based on gold wire. Copper wire and silver wire bonding processes have gained popularity recently due to the fact that copper and silver prices do not fluctuate as widely as gold prices. Presently, copper wire and silver wire bonding is running at a high growth stage of production for lead-frame and substrate packaging.

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.

21

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 integrated circuits. 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 the following testing services:

Wafer Probing. Wafer probing is the step immediately before packaging of integrated circuits and involves sorting the processed wafer for defects to ensure that it meets customer acceptance criteria. Integrated circuits 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 and RF integrated circuit packages and other integrated circuit packages, including complex and high-performance integrated circuits, 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 integrated circuits used in consumer electronics products.

22

Tooling Design. We provide change kit and socket design services for mixed signal and RF integrated circuits.

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, “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 2012, 2013 and 2014, 57.0%, 60.0% and 69.5% of our net operating revenues were derived from sales to our top ten customers, respectively. In 2014, our largest customer accounted for 12.9% of our net operating revenues. Our representative customers as of December 31, 2014 include Advanced Micro Devices Inc., Broadcom Corporation, Intel Corporation, MediaTek Inc., Marvell Semiconductor Inc., NVIDIA Corp., SanDisk Corporation and Xilinx, Inc. In general, we deal with the Asian subsidiaries of these leading semiconductor suppliers.

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 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,
	2012				2013				2014
	NT$		%		NT$		%		NT$		%
	(in millions, except percentages)
North America		32,442		50.2		33,974		49.0		34,355		41.4
Taiwan		13,752		21.3		15,183		21.9		16,226		19.5
Asia, excluding Taiwan		11,860		18.3		14,992		21.6		21,904		26.4
Others(1)		6,601		10.2		5,207		7.5		10,586		12.7
Total		64,655		100.0		69,356		100.0		83,071		100.0

(1) Include primarily Germany.

Sales from purchase orders received from outside of Taiwan accounted for 78.7%, 78.1% and 80.5% of our net operating revenues in 2012, 2013 and 2014, respectively. We primarily target semiconductor companies that contract their wafer foundry services to major independent R.O.C. foundries. Our customers mainly require chip scale packages and flip-chip packages.

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 is 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.

23

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, we purchase materials based on customer forecasts, and our customers are generally responsible for any dedicated unused materials in excess of the quantity they indicated they would need to meet their product commitments. 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 are 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, Marketing and Customer Relationships

Our sales and marketing strategy is focused on providing high-quality 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 among many of Taiwan’s leading domestic semiconductor companies.

In addition, our subsidiary Siliconware U.S.A. has offices in San Jose, San Diego and Huntington Beach, California, Tempe, Arizona and Lewisville, Texas, which facilitate communications and maintain relationships with companies headquartered in North America. We also have established our Japan office in Tokyo and Singapore office 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 inter connections. To ensure that our quality control procedures are effectively applied, production line employees are provided with periodic training. We have also implemented systems on our production floor which are designed to ensure the accurate use of required materials, parts, equipment and machinery for manufacturing each product.

24

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 1999. We undergo periodic audits to maintain our ISO certifications. Although some semiconductor companies view the ISO certification as a basis for initiating contact with a potential subcontractor, they generally perform separate production and quality audits of the subcontractors themselves. We also received TS16949 certification for our quality control in 2003, OHSAS 18001 certification for safety and health management system in 2004, QC080000 certification for hazardous substance process management in 2008, TL9000 certification for telecommunications quality management system in 2012, and ANSI/ESD S20.20 certification for ESD control program to protect sensitive products from electrostatic discharge damage in 2013.

As a result of our ongoing focus on quality, we achieved average quarterly packaging yields of 99.86% in 2014. 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 integrated circuits that are attached to substrates, lead-frames, wafer level packages or system in packages.

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 on developing advanced packaging technologies and also on improving the efficiency and capability of our production processes in order to enhance our cost competitiveness in the industry.

Our packaging technologies development includes:

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

• increasing input/output density of semiconductor device packages;

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

• increasing packaging yield, shortening production cycle times; and

• investigating the use of new or replacement raw materials with lower cost.

Our key areas for research and development are:

• lead-frame and substrate packaging;

• advanced flip-chip packaging;

• copper pillar bumping and packaging;

• integrated passive devices (IPD);

• System in Package (SiP) design and process technologies;

• Through Silicon Via technology;

• Fan Out technology; and

• 3D IC design and testing technologies.

25

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. 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 technology and package development department, design and characterization department and manufacturing technology development department. In addition, our quality assurance and manufacturing personnel also participate in research and development activities. In 2012, 2013 and 2014, our research and development expenses amounted to NT$2,559 million, NT$3,407 million and NT$3,626 million (US$114.7 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.

Raw Materials and Equipment

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, copper wire and molding compound. We generally have not entered into long-term supply agreements and purchase our raw materials on a purchase order basis at prevailing market prices. The price of gold wire has been volatile and has fluctuated with the spot price of gold in recent years. In 2014, the spot price of gold fluctuated from a low of approximately US$1,142 per ounce to a high of approximately US$1,385 per ounce. We have continued to implement measures to reduce our dependency on certain raw materials, such as gold wire. For example, we are continuing to develop improvements to our manufacturing process that will shorten the length and reduce the diameters of the gold wire used. In addition, we are continuing to develop copper wire bonding processes. Our major suppliers of raw materials, which include Kinsus Interconnect Technology Corp., Nanya Printed Circuit Board Corp. and Unimicron Technology Corp., are leading companies in the types of materials they supply. We work closely with them and provide them with rolling forecasts. For 2012, 2013 and 2014, our raw material costs were 49.7%, 45.3% and 44.4%, respectively, of operating costs.

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

Equipment

In addition to raw materials, the availability of packaging and testing equipment is critical to our services. We generally seek to maintain equipment from different suppliers with broad functionality and flexibility for different packaging types to enhance capacity utilization. We purchase packaging equipment from major international manufacturers, including Besi Switzerland AG, DISCO Corporation and Premtek International Inc.

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 Advantest Taiwan Inc., Teradyne (Asia) Pte Ltd. and Tokyo Electron Ltd.

26

As of December 31, 2014, we operated 5,737 wire bonders and 421 testers in Taiwan. In addition, our subsidiary, Siliconware Suzhou has 1,647 wire bonders and 57 testers in the P.R.C. 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.

Competition

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

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

• the breadth of package and test offerings;

• technical competence;

• manufacturing yields;

• manufacturing cycle times;

• customer service; and

• price.

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

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

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

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

Strategic Investments and Dispositions

We enter into equity joint ventures with and make strategic investments and dispositions in companies located in Taiwan, Singapore and the United States that engaged in semiconductor packaging and testing related 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:

• Unimicron Technology Corporation, or Unimicron. As of December 31, 2014, we held a 4.97% equity interest in Unimicron, a supplier of semiconductor raw materials, including substrates.

• ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda. In September 2014, we sold 1,000,000 common shares of ChipMOS Bermuda, a semiconductor packaging and testing and LCD driver and IC manufacturing company, back to ChipMOS Bermuda. We recognized a gain on disposal of investment of US$20.1 million in 2014. As of December 31, 2014, our equity interest in ChipMOS Bermuda was 4.29%.

27

• ChipMOS Technologies Inc., or ChipMOS Taiwan. In April 2014, we sold 225,000 common shares of ChipMOS Taiwan, a semiconductor packaging and testing services company for flat-panel display drivers and advanced memory products. We recognized a gain on disposal of investment of US$0.1 million in 2014. As of December 31, 2014, we held a 15.36% equity interest in ChipMOS Taiwan.

• In order to enhance our assembly-related techniques, we purchased preferred stock of Vertical Circuits, Inc., or VCI. Our ownership in VCI remained approximately 30.68% as of December 31, 2014. VCI’s board of directors resolved to file for bankruptcy protection in July 2012. Accordingly, we fully impaired and recognized an impairment loss of NT$94.4 million in 2012.

• AcSiP Technology Corp., or AcSiP. As of December 31, 2014, we owned approximately 12.08% of AcSiP, a provider of single and integrated wireless system-in-package solutions.

• Interconnect Tech Pte. Ltd. (formerly known as Microcircuit Technology (S) Pte. Ltd.)., or Interconnect. As of December 31, 2014, we held a 42.27% equity interest in Interconnect, a substrate supplier located in Singapore. In December 2014, we reclassified our investment in Interconnect from “joint venture” to “associate” and no longer held joint control over Interconnect. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results – Applications of Critical Accounting Policies – Impairment of Long-Lived Assets”.

Intellectual Property

As of December 31, 2014, we held 442 Taiwan patents, 384 U.S. patents and 102 P.R.C. 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, 2014, we also had a total of 215 pending patent applications in the United States, 439 in Taiwan and 325 in the P.R.C. In addition, “SPIL” is registered 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 packages. This license will expire in December 2015.

We have also entered into other technology alliances by licensing package technologies, including:

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

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

Our ongoing royalty expenses to license intellectual property for the years ended December 31, 2012, 2013 and 2014 were immaterial compared to our revenues.

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:

28

• 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 wastewater, industrial waste (liquid waste and solid waste) and flue gas from the processes including solder plating, wafer grinding and die sawing. During these processes, wastewater 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, wastewater is produced when water is used for rinsing wafers in the processes of etching and solder deposition. Flue gas comes from the emissions of solvents that are used for coating, developing during the bumping process. Liquid waste is mainly derived from photo resistant strip and bumping plating.

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 flue gas and wastewater in our factories. As part of our pollution control programs, we also subcontract certain industrial 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 applicable environmental requirements of semiconductor industries and regulations in Taiwan in all respects.

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

We also have taken various energy saving and carbon reduction measures to reduce our greenhouse gas emissions. Since 2005, we have conducted annual greenhouse gas emission inventories. We also have been disclosing through the Carbon Disclosure Project since 2007. In 2010, we completed our greenhouse gas inventory and verification of all factories and dormitories in Taiwan according to the ISO 14064-1 standard. Moreover, we completed product carbon footprint inventory and verification for a particular product (TFBGA) in 2011, in accordance with the PAS 2050 standard. In order to control energy usage, we have conducted the ISO 50001 energy management system and obtained the certification in 2013.

29

Insurance

We have insurance policies covering physical damage to buildings, equipment and inventories caused by natural disasters and other perils, and the loss of gross profit caused by the insured perils. We also insure ordinary transit and transportation risks for delivery of our inventories and products resulting from our services.

There is an emergency response team in place capable of responding to situations on a real time basis in order to prevent or minimize the possibility of loss to personnel or our facilities, equipment, machinery and inventories.

We have directors and officers liability insurance in place to cover losses that a director or officer becomes legally obligated to pay on account of a claim made against that director or officer from an alleged or actual wrongful act committed in an executive capacity.

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$15,142 million, NT$14,979 million and NT$19,561 million (US$619.0 million) in 2012, 2013 and 2014, respectively. Our initial budget for capital expenditures for 2015 is approximately NT$14,500 million (US$458.9 million), which is mostly funded from our retained earnings and borrowings. We expect our capital expenditures in 2015 will primarily consist of expanding our advanced packaging and testing capacity. We may adjust the amount of our capital expenditures upward or downward based on the progress of our capital projects, market conditions and our anticipation of future business outlook. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

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

	Years Ended December 31,
	2012		2013		2014
	NT$		NT$		NT$		US$
	(in millions)
Equipment purchases		14,157		12,632		12,533		396.6
Land and building construction and purchases		985		2,347		7,028		222.4

Litigation

On March 1, 2006, we were informed of the California Litigation brought by Tessera, in the United States District Court for the Northern District of California against us, our subsidiary Siliconware U.S.A., Inc. and five other semiconductor companies and their subsidiaries. Tessera alleged that some of our packaging services infringe patents owned by Tessera and that we breached a license agreement with Tessera. In April 2013, we settled the California Litigation by agreeing to pay US$30 million. See “Item 3. Key Information — D. Risk Factors — Risks Relating to Our Technologies — Disputes over intellectual property rights could be costly and could deprive us of technologies to stay competitive.”

C. Organizational Structure

The following table sets forth certain information as of December 31, 2014 regarding certain companies in which we consolidated and the principal business of each such entity.

30

Company	Main Activities	Location	Total Paid-in Capital of Such Entity			Direct/Indirect Equity Interest
			(in millions)
SPIL (B.V.I.) Holding Limited	Investment activities	British Virgin Islands	US$	128.4			100.00	%
Siliconware U.S.A. Inc.	Communicating and maintaining relationships with companies headquartered in North America	San Jose, CA, USA	US$	1.3			100.00	%
SPIL (Cayman) Holding Limited	Investment activities	Cayman Islands	US$	130.2			100.00	%
Siliconware Technology (Suzhou) Limited	Assembly and testing services	Suzhou, Jiangsu, China	US $	130.0	(1)		100.00	%

(1) Contributed capital.

The following table sets forth certain information regarding our investees as of December 31, 2014.

Company	Main Activities	Location	Total Paid-in Capital of Such Entity			Direct/Indirect Equity Interest
			(in millions)
ChipMOS Technologies (Bermuda) Inc.	Investment activities.	Bermuda	US$	1.2			4.29	%
Unimicron Technology Corp.	Researching, developing, manufacturing and selling ball grid array substrate.	Taoyuan, Taiwan	NT$	15,386			4.97	%
ChipMOS Technologies Inc.	Assembly and testing services of integrated circuits.	Hsinchu, Taiwan	NT$	8,646			15.36	%
Hsieh Yong Capital Co., Ltd.	Investment activities.	Taipei, Taiwan	NT$	7,631			7.58	%
Mega Mission Limited Partnership	Investment activities.	Cayman Islands	US$	150	(1)		4.00	%
AcSiP Technology Corp.	Researching, designing and selling RF modules.	Taoyuan, Taiwan	NT$	221			12.08	%
Vertical Circuits, Inc.	Providing advanced packaging technology, products, services and intellectual property.	Scotts Valley, CA, USA	US$	0	(2)		30.68	%
Interconnect Tech Pte. Ltd.	Designing, manufacturing, and selling substrates.	Singapore	US$	70.3			42.27	%

(1) Contributed capital.

(2) Vertical Circuits, Inc. filed for bankruptcy protection in July 2012.

D. Property, Plants and Equipment

We provide services through our Taiwan facilities in Taichung, Hsinchu and Changhua. Our subsidiary Siliconware Suzhou engages in assembly and testing service in the facility located Suzhou, China. The following table shows the location, size and wire bonding or testing capacity of each of the facilities and the property on which each facility is located as of December 31, 2014.

31

Facility(1)	Location of Facility	Size of Facility		Size of Land			Wire Bonding or Testing Capacity
		(square meters)		(square meters)
DF Facility I	Taichung, Taiwan		95,000		29,500		5,737 wire bonders and 441 testers(3)
CS Facility II	Taichung, Taiwan		141,000		47,000
ZK Facility III	Taichung, Taiwan		308,415		119,000	(2)
CH Facility IV	Changhua, Taiwan		130,000		42,000
HS Facility V	Hsinchu, Taiwan		95,000		26,500	(2)
SZ Facility VI	Suzhou, China		74,000		148,500	(2)	1,647 wire bonders and 57 testers

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

(2) Leased.

(3) Includes wire bonders and testers for DF Facility I, CS Facility II, ZK Facility III, CH Facility IV and HS Facility V.

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

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 IFRS. 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.

A. Operating Results

Overview

We are one of the world’s leading independent providers of semiconductor packaging and testing services. We offer a full range of packaging and testing solutions, including advanced packages, substrate packages, lead-frame packages, and testing services for logic and mixed signal devices. We also offer our customers complete turnkey solutions, including packaging, testing and drop shipment service.

We recorded operating profit of NT$6,392 million, NT$7,100 million and NT$14,105 million (US$446.3 million) in 2012, 2013 and 2014, respectively. This increase was mainly attributable to the increase in revenue and continuing improvements in our cost structure. See “Results of Operations.”

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 less expensive alternative sources of raw materials;

• maximize production efficiency of our equipment; and

• engage in utility conservation programs.

32

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

General Factors Affecting Our Results of Operations

General factors affecting our results of operations are the global economy and conditions in the semiconductor markets. In addition, our results of operations were also affected by gold prices, the fluctuation of the New Taiwan Dollar and rising wage levels.

Consolidation

In accordance with IFRS, we consolidated four subsidiaries: 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.

Mix of Services

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,
	2012				2013				2014
	NT$		%		NT$		%		NT$		%
	(in millions, except percentages)
Substrate base packages		35,042		54.2		39,649		57.2		47,079		56.7
Lead-frame base packages		16,368		25.3		15,290		22.0		15,573		18.7
Other packages		1,758		2.7		1,014		1.5		1,816		2.2
Total packaging revenues		53,168		82.2		55,954		80.7		64,468		77.6
Testing and other revenues		11,487		17.8		13,402		19.3		18,603		22.4
Total net operating revenues		64,655		100.0		69,356		100.0		83,071		100.0

Expansion and Utilization Rate

As we focus on aligning our capacity to meet changing customer demand, the number of our wire bonders decreased from 7,805 as of December 31, 2012 to 7,759 as of December 31, 2013 to 7,384 as of December 31, 2014.

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 equipment for different packages and also by utilizing our test equipment for both IC testing and wafers 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 rates of our facilities were approximately 93%, 88% and 90% in 2012, 2013 and 2014, respectively.

33

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 IFRS. 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 reserves, deferred tax asset, employee bonuses, impairment of long-lived assets, including equity investments, accounting for convertible bonds, and fair value measurements. 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. Further discussion of these critical accounting estimates and policies is included in the notes to our consolidated financial statements.

The accounting policies set out below have been applied consistently by us and our subsidiaries to all periods presented in these consolidated annual financial statements, unless otherwise indicated.

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 assembly and testing services of integrated circuits, which may be assembly only, testing only or turnkey solutions. We recognize revenues when:

• the amount of revenue can be measured reliably;

• it is probable that the economic benefits associated with the transaction will flow to the entity;

• the stage of completion of the transaction at the end of the reporting period can be measured reliably; and

• the costs incurred for the transaction and the cost to complete the transaction can be measured reliably.

Services provided by the Company include wafer bumping, wafer sort, IC packaging and final testing. Actual services and fees of the Company may vary by customers and are pre-agreed before provision of services. The Company regards each of the captioned services as a separate stage. Fees for each stage of services are negotiated independently and the fee for a specific stage is the then market price for that stage. Revenue is recognized when each stage of services has been completed. Each stage is performed as a whole and may not be separated or proportioned. Sales allowance is estimated based on historical experiences and recorded as a deduction to the revenue.

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 buildup 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.

34

In the service agreements with and/or purchase orders from customers, we and the customer both agree what materials are to be provided by the customer and what materials are to be provided by us. Materials provided by the customers are considered consigned materials. According to the service agreement and/or purchase order, title (ownership) of the consigned materials belongs to the customers. We do not take title to these consigned materials. We do not have any rights or obligations with respect to the consigned materials other than keeping them in good care while under our custody, and therefore the risk does not transfer to us. In addition, the customers are informed of the status and locations of integrated circuits being assembled and/or tested by us which provides further evidence that the customers are taking control or monitoring those consigned materials. As such, we do not book the consigned materials into its inventory account.

Inventories are recorded at cost when acquired under a perpetual inventory system. Cost is determined using the weighted–average method. The allowance for loss on obsolescence and decline in market value is recorded based on inventory aging and obsolescence, when necessary. Inventories are stated at the lower of cost or net realizable value by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price in the ordinary course of business less all estimated costs of completion and necessary selling expenses.

Impairment of Long-Lived Assets

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

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

We determines at each reporting date whether there is any objective evidence that the investment in the associate or joint venture is impaired, which includes significant financial difficulty of the associate or joint venture and a significant or prolonged decline in its fair value below its cost. If this is the case, we calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in “other gains and losses” in the income statement.

In 2012, 2013 and 2014, we recognized an impairment charge of NT$192 million, NT$112 million and NT$64 million (US$2.0 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 to dispose. 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 2012, 2013 and 2014.

In June 2012, we assessed its equity investee, Vertical Circuits, Inc., which filed for bankruptcy, and determined that the carrying amount exceeded the recoverable amount. As a result, we recognized total residual book value as impairment loss.

In September 2014, a fellow joint venture investor, AEM Holdings Ltd., disposed all of its shares of Interconnect to a third party, PBT Pte. Ltd., at a price that was relatively lower than the holding price of Interconnect. We believe that the transaction was an impairment indicator. The recoverable amount, determined based on fair value less cost to disposal, was lower than the investment’s carrying amount. As a result, we recognized impairment loss of NT$442 million (US$14.0 million) in 2014. The recoverable amount is a non-recurring fair value which was measured using observable inputs, being the share selling price of AEM Holdings Ltd., and is therefore within level 2 of the fair value hierarchy. In December 2014, we entered into a new contractual agreement with PBT Pte. Ltd., and no longer held joint control over Interconnect. Therefore, our investment in Interconnect was reclassified from “Joint Venture” to “Associate”.

35

Provision for Income Taxes and Deferred Tax Assets and Liabilities

As of December 31, 2014, we had approximately NT$340 million (US$10.8 million) of net deferred income tax assets. Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill, and deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Convertible Bonds

Convertible bonds issued by us contain liability, conversion option, redemption option and put option (collectively, the Bonds Options) components. We assess if the economic characteristics and risks of the redemption option and put options embedded in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity component. For the embedded derivative that is not closely related to the host contract, it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies as an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IAS 39. The conversion option that will be settled other than by the exchange of a fixed amount of cash or other financial asset for a fixed number of our own equity instruments is classified as a conversion option derivative.

At the date of offering, the Bonds Options components were classified as a derivative liability and subsequently measured at fair value through profit and loss. The liability component excluding the Bonds Options is measured at amortized cost using the effective interest method. Transaction costs that relate to the offering of the convertible bonds are allocated to the liability and the Bonds Options components in proportion to their relative fair values. Transaction costs relating to the Bonds Options are recognized immediately in profit or loss. Transaction costs relating to the liability component are included in the carrying amount of the liability component and amortized using the effective interest method.

If the convertible bondholders exercise their conversion right before maturity, we shall adjust the carrying amount of the liability components. The adjusted carrying amounts of the liability components at conversion are credited to capital stock and capital reserve. In addition, the liability components of convertible bonds is classified as a current liability if within 12 months the bondholders may exercise the put right. After the put right expires, the liability component of the convertible bonds should be reclassified as a non-current liability if it meets the definition of a non-current liability in all other respects.

Fair value of Derivatives and Other Financial Instruments

We use our judgments applying appropriate valuation techniques commonly applied by market practitioners. The assumptions applied are based on observable quoted market prices, foreign exchange rates and interest rates to the extent it is available. The fair value of unquoted equity instruments is estimated based on the assumptions supported by unobservable market prices and interest rates which are disclosed in note 38 to our consolidated financial statements included in this annual report. We believe that the valuation techniques and the assumptions applied are appropriate in determining the fair value of financial instruments.

36

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. We price our packaging services on a per unit basis taking into account the complexity of the services to be provided, the prevailing market conditions, the order size, the strength and history of our relationship with the customer and our capacity utilization. We charge our testing services based on the specific test and the time, usually measured in seconds, to run a test, taking into account the complexity of the semiconductor device and the customer’s test program. Our customers are generally invoiced at the time when services are rendered, with varying terms of credit between 30 and 90 days from the time of billing.

Operating Costs

Our operating costs consist 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 and utilities.

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.

Taxation

The corporate income tax rate in Taiwan, which currently applies to us, is 17%. Based on our status as a company engaged in the semiconductor packaging and testing business in Taiwan, we have been granted exemptions from income taxes in Taiwan because we used the proceeds raised through the 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. Tax savings amounted to approximately NT$93 million in 2012, NT$25 million in 2013. These tax exemptions expired in December 2012 and May 2013, respectively.

The Industrial Development Bureau of the Ministry of Economic Affairs has granted permission for a five-year income tax exemption of our 2007 registered capitalization plan in 2008. We acquired the work completion certificate from the Taichung City Government Economic Development Bureau in 2013, and selected 2015 as the starting period for the income tax exemption.

37

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. However, according to theIndustrial Innovation Actissued on May 12, 2010, the deductible rate of investment tax credit for qualifying research and development expenditures was reduced from 30% to 15% starting January 1, 2010. Historically, these tax incentives have resulted in decreases of income tax payable by approximately NT$ 238 million, NT$ 336 million and NT$ 327 million (US$10.3 million) in 2012, 2013 and 2014, respectively.

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,
	2012			2013			2014
	%			%			%
Net operating revenues		100.0			100.0			100.0
Operating costs		81.8			79.2			74.7
Gross profit		18.2			20.8			25.3
Operating expenses:
Selling expenses		1.2			1.2			1.1
General and administrative expenses		3.1			3.3			3.1
Research and development expenses		4.0			4.9			4.4
Loss on settlement		—			1.3			—
Operating expenses		8.3			10.7			8.6
Other income and expense		—			0.1			0.3
Operating profit		9.9			10.2			17.0
Net non-operating income (expense)		0.6			0.5			0.2
Income before income tax		10.5			10.7			17.2
Income tax expense		(1.9	)		(2.3	)		(3.7	)
Net income		8.6			8.4			13.5

The Year ended December 31, 2014 compared to the Year Ended December 31, 2013

Net operating revenues. Net operating revenues increased by 19.8% from NT$69,356 million in 2013 to NT$83,071 million (US$2,628.8 million) in 2014. The increase in net operating revenues was primarily due to increase in semiconductor demand.

Substrate base package sales increased by 18.7% from NT$39,649 million in 2013 to NT$47,079 million (US$1,489.8 million) in 2014. The increase in substrate base package sales was due to increase in demand of portable devices. In 2014, substrate base package accounted for 56.7% of our net operating revenues, down from 57.2% in 2013.

Lead-frame base package sales increased by 1.9% from NT$15,290 million in 2013 to NT$15,573 million (US$492.8 million) in 2014. The increase in lead-frame base package sales was attributable to portable devices and the Internet of Things (IoT). In 2014, lead-frame base package accounted for 18.7% of our net operating revenues, down from 22.0% in 2013.

Gross profit and gross margin. Our gross profit increased by 45.5% from NT$14,430 million in 2013 to NT$20,990 million (US$664.2 million) in 2014 mainly due to our revenue increase of 19.8%. Our gross margin (gross profit as a percentage of net operating revenues) increased from 20.8% in 2013 to 25.3% in 2014, mainly attributable to our revenue increased more than cost. Our operating costs increased by 13.0% from NT$54,926 million in 2013 to NT$62,081 million (US$1,964.6 million) in 2014, in line with our increase in operating revenues.

38

Operating expenses. Operating expenses decreased by 3.0% from NT$7,391 million in 2013 to NT$7,169 million (US$226.9 million) in 2014. Operating expenses as a percentage of net operating revenues was 10.7% and 8.6% in 2013 and 2014, respectively.

Selling expenses.Selling expenses increased by NT$98 million between these two years mainly due to the increase in salary expense.

General and administrative expenses.General and administrative expenses increased by NT$357 million mainly due to the increase in salary expense.

Research and development expenses. Research and development expenses increased by NT$219 million mainly due to the increase in salary expense.

Loss on settlement. Loss on settlement of NT$896 million was a one-time settlement loss recognized in 2013 which was not recorded in 2014.

Other income and expenses. Other income increased by NT$223 million mainly due to the increase in gains on disposal of property, plant and equipment of NT$191 million.

Operating income and operating margin. We recorded operating income of NT$7,100 million and an operating margin of 10.2% (operating income as a percentage of net operating revenues) in 2013 and generated operating income of NT$14,105 million (US$446.3 million) and an operating margin of 17.0% in 2014. The increase in operating margin was primarily due to the increase in our sales revenues.

Net non-operating income.Our net non-operating income decreased from NT$349 million in 2013 to NT$163 million (US$5.2 million) in 2014. The decrease in net non-operating income was primarily due to the increase in finance cost of NT$132 million (US$4.2 million), impairment loss in our equity method investee, Interconnect, of NT$442 million (US$14.0 million) and net loss arising from financial liabilities at fair value through profit or loss of NT$321 million (US$10.2 million), partially offset by the increase in gain on disposal of investments of NT$643 million (US$20.3 million).

Income tax expense. We recognized income tax expense of NT$1,607 million in 2013 compared to NT$3,050 million (US$96.5 million) in 2014 primarily due to an increase in taxable income.

Net income. As a result of the factors discussed above, our net income increased from NT$5,842 million in 2013 to NT$11,218 million (US$355.0 million) in 2014.

The Year ended December 31, 2013 compared to the Year Ended December 31, 2012

Net operating revenues. Net operating revenues increased by 7.3% from NT$64,655 million in 2012 to NT$69,356 million in 2013. The increase in net operating revenues was primarily due to the increase in semiconductor demand.

Substrate base package sales increased by 13.1% from NT$35,042 million in 2012 to NT$39,650 million in 2013. The increase in substrate base package sales was due to the increase in advanced packaging sales. In 2013, substrate base package accounted for 57.2% of our net operating revenues, up from 54.2% in 2012.

Lead-frame base package sales decreased by 6.6% from NT$16,368 million in 2012 to NT$15,290 million in 2013. The decrease in lead-frame base package sales was attributable to the drop in average selling price and customers converting from lead-frame to substrate products. In 2013, lead-frame base package accounted for 22.0% of our net operating revenues, down from 25.3% in 2012.

39

Gross profit and gross margin. Our gross profit increased by 22.9% from NT$ 11,739 million in 2012 to NT$ 14,430 million in 2013 mainly due to the increase of operating revenues. Our gross margin (gross profit as a percentage of net operating revenues) increased from 18.2% in 2012 to 20.8% in 2013, mainly attributed to favorable product mix and effective internal cost management. Our operating costs increased by 3.8% from NT$52,916 million in 2012 to NT$54,926 million in 2013, in line with our increase in operating revenues.

Operating expenses. Operating expenses increased by 38.1% from NT$5,351 million in 2012 to NT$7,391 million in 2013. Operating expenses as a percentage of net operating revenues was 8.3% and 10.7% in 2012 and 2013, respectively.

Selling expenses.Selling expenses increased by NT$31 million between these two years mainly due to the increase in commission expense.

General and administrative expenses.General and administrative expenses increased by NT$265 million mainly due to the increase in salary expense.

Research and development expenses. Research and development expenses increased by NT$848 million mainly due to the increase in salary expense and development expenses for new products.

Loss on settlement.We recorded a settlement loss of NT$896 million in 2013 from the settlement of the California Litigation brought by Tessera.

Other income and expenses. Other income increased by NT$56 million mainly due to the decrease in impairment loss of property, plant and equipment of NT$80 million.

Operating income and operating margin. We recorded operating income of NT$6,392 million and an operating margin of 9.9% (operating income as a percentage of net operating revenues) in 2012 and generated operating income of NT$7,100 million and an operating margin of 10.2% in 2013. The increase in operating margin was primarily due to the increase in our sales revenues.

Net non-operating income.Our net non-operating income decreased from NT$399 million in 2012 to NT$349 million in 2013 primarily due to a decrease in gain on disposal of investments.

Income tax expense. We recognized income tax expense of NT$1,230 million in 2012 compared to NT$1,607 million in 2013 primarily due to an increase in taxable income.

Net income. As a result of the factors discussed above, our net income increased from NT$5,562 million in 2012 to NT$5,842 million in 2013.

B. Liquidity and Capital Resources

We need cash primarily for capacity expansion, equipment purchases and working capital. We believe that our working capital is sufficient for our requirements for the next year. 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. We paid cash dividends of NT$1.37 and NT$1.80 per share in 2012 and 2013. On March 19, 2015, our board of directors approved a proposal to distribute cash dividends of NT$3.00 per share for 2014. This proposed dividend is subject to shareholders’ approval. We may continue our trend of paying cash dividends, which may cause our liquidity to decrease.

40

Liquidity

As of December 31, 2014, our primary source of liquidity was NT$30,155 million (US$954.3 million) of cash and cash equivalents. As of December 31, 2014, we had total availability under existing short-term lines of credit of NT$8,866 million (US$280.6 million) from seven domestic and foreign financial institutions, of which NT$3,495 million (US$110.6 million) were used as letters of credit, guarantees and short-term borrowings. 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.

Below is a summary of our long-term borrowings and loans as of December 31, 2014:

• In October 2010, we entered into a multi-purpose credit facility led by Mega International Commercial Bank in the amounts of NT$5,000 million and US$150 million for capacity expansion and working capital purposes. This facility is a long-term floating interest rate credit facility expiring in October 2015 and repayable in six semi-annual installments starting from April 2013. As of December 31, 2014, we had drawn down the full amount from this credit facility, and repaid aggregate amounts of NT$3,333 million and US$100 million, respectively.

• In August 2012, we entered into a credit facility led by Mega International Commercial Bank in the amounts of NT$3,257 million and US$250 million for capacity expansion. This facility is a long-term floating interest rate credit facility expiring in August 2017 and repayable in six semi-annual installments starting from February 2015. As of December 31, 2014, we had drawn down the full amount from this credit facility.

• In November 2013, we entered into a credit facility led by China Development Industrial Bank in the amount of NT$1.5 billion for working capital purposes. This facility is a long-term floating interest rate credit facility expiring and repayable in December 2016. As of December 31, 2014, we had drawn down the full amount from this credit facility.

• In December 2013, we entered into a credit facility led by The Hongkong and Shanghai Banking Corporation Limited in the amount of NT$850 million for capacity expansion purposes. This facility is a long-term floating interest rate credit facility expiring in December 2018 and repayable in six semi-annual installments starting from December 2016. As of December 31, 2014, we had drawn down the full amount from this credit facility.

• In December 2013, we entered into a credit facility led by Bank of Taiwan in the amount of NT$1.5 billion for capacity expansion purposes. This facility is a long-term floating interest rate credit facility expiring in December 2018 and repayable in six semi-annual installments starting from June 2016. As of December 31, 2014, we had drawn down the full amount from this credit facility.

• In November 2013, we entered into a credit facility led by Mega International Commercial Bank in the amount of NT$1.5 billion for capacity expansion purposes. This facility is a long-term floating interest rate credit facility expiring in August 2019 and repayable in six semi-annual installments starting from February 2017. As of December 31, 2014, we had drawn down the full amount from this credit facility.

• In November 2013, we entered into a credit facility led by CTBC Bank in the amount of NT$1.5 billion for capacity expansion purposes. This facility is a long-term floating interest rate credit facility and has not been draw down.

• In November 2013, we entered into a credit facility led by Taiwan Cooperative Bank in the amount of NT$1 billion for capacity expansion purposes. This facility is a long-term floating interest rate credit facility and has not been draw down.

• In October 2014, we issued an aggregate of US$400 million zero coupon convertible bonds due 2019 to procure foreign currency-denominated raw materials and repay long-term debt. Please refer to note 15 to our consolidated financial statements for more detailed information.

As of December 31, 2014, we had short-term and long-term borrowings of NT$2,690 million (US$85.1 million) and NT$19,784 million (US$626.1 million), exclusive of loan arrangement fees of NT$20 million, respectively, outstanding under these facilities.

41

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,
	2012			2013			2014
	NT$			NT$			NT$			US$
	(in millions)
Net cash provided by operating activities		13,366			17,748			24,945			789.4
Net cash used in investing activities		(15,872	)		(15,588	)		(19,243	)		(608.9	)
Net cash provided by (used in) financing activities		2,520			(1,150	)		7,292			230.8
Effect of exchange rate changes on cash		(100	)		113			185			5.8
Net (decrease) increase in cash and cash equivalents		(86	)		1,123			13,179			417.1

Net Cash Provided by Operating Activities

In 2014, net cash provided by operations was NT$24,945 million (US$789.4 million) compared to NT$17,748 million in 2013. The increase in net cash provided by operating activities was primarily the result of an increase of net income in 2014.

In 2013, net cash provided by operations was NT$17,748 million compared to NT$13,366 million in 2012. The increase in net cash provided by operating activities was primarily the result of an increase of net income and depreciation in 2013.

Net Cash Used in Investing Activities

In 2014, cash used in investing activities was NT$19,243 million (US$608.9 million) compared to NT$15,588 million in 2013. The increase in net cash used in investing activities was primarily the result of an increase in capital expenditures.

In 2013, cash used in investing activities was NT$15,588 million compared to NT$15,872 million in 2012. The decrease in net cash used in investing activities was primarily the result of a decrease in cash invested in the investments accounted for using the equity method.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities was NT$7,292 million (US$230.8 million) in 2014. In 2014, net cash provided in financing activities reflected primarily the issuance of convertible bonds of NT$12,089 million (US$382.6million).

Net cash used in financing activities was NT$1,150 million in 2013. In 2013, net cash used in financing activities reflected primarily the payment of stockholders’ dividends of NT$5,141 million.

Net cash provided by financing activities was NT$2,520 million in 2012. In 2012, net cash provided by financing activities reflected primarily proceeds from borrowings of NT$6,980 million and the payment of stockholders’ dividends of NT$4,371 million.

42

Capital Resources

We have made, and expected to continue to make, substantial capital expenditures in connection with the expansion of our equipment purchases and building improvements in Taichung, Hsinchu, Changhua and Suzhou. See “Item 4. Information on the Company—B. Business Overview—Capital Expenditures and Divestitures.” Our initial budget for capital expenditures for 2015 is approximately NT$14,500 million (US$458.9 million), which is mostly funded from our retained earnings and borrowings. We expect that our capital expenditures in 2015 will primarily consist of expanding our advanced packaging and testing capacity. 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. See “—Liquidity” above for details of the anticipated sources of funds to fulfill our commitments.

Transactions with Related Parties

We have not extended any loans or credit to any of our directors 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 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

The inflation rate in Taiwan was 1.93% in 2012, 0.79% in 2013 and 1.20% in 2014. We do not believe that inflation in Taiwan has had a material impact on our results of operations.

Recent Accounting Pronouncements

IFRS 9 ‘Financial instruments’, addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets, namely, amortised cost, fair value through other comprehensive income and fair value through profit and loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss, with the irrevocable option at inception to present changes in fair value in other comprehensive income not recycled to profit and loss. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities, there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the “hedged ratio” to be the same as the one management actually use for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under IAS 39. The standard is effective for accounting periods beginning on or after January 1, 2018. Early adoption is permitted.

43

IFRS 15 ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 ‘Revenue’ and IAS 11 ‘Construction contracts’ and related interpretations. The standard is effective for annual periods beginning on or after January 1, 2017. Earlier application is permitted.

We are assessing the influence of the new standards, interpretations and amendments above, and have not yet been able to reliably estimate the impact they may have 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 2014. 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, 2014, we do not have any 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, 2014.

	Payments Due by Period
Contractual Obligations(1)	Total		Less Than 1 Year		1-3 Years		4-5 Years		More Than 5 Years
	(in NT$ millions)
Unsecured long-term loans(2)		19,784		6,979		9,465		3,340		—
Unsecured overseas convertible bonds		13,328		—		—		13,328		—
Short-term loans		2,690		2,690		—		—		—
Notes payable		735		735		—		—		—
Purchase obligations(3)		1,303		1,303		—		—		—
Operating leases(4)		1,383		284		206		123		770
Total contractual cash obligations		39,223		11,991		9,671		16,791		770

(1) Excludes interest payments and loan arrangement fees.

(2) The interest expenses for long-term loans are calculated based on floating interest rates.

(3) Represents unpaid commitments for construction. These commitments were not recorded on our consolidated balance sheets as of December 31, 2014, as we have not received related goods or taken title of the property. See note 33 to our consolidated financial statements included in this annual report. Total contractual amounts of buildings were approximately NT$7,887 million (US$249.6 million), of which NT$1,303 million (US$41.2 million) remained unpaid as of December 31, 2014.

(4) Represents our obligations to make lease payments to use the equipment and the land on which our facilities are located, primarily in Hsinchu, Taiwan and California, U.S.A.

44

In addition to the contractual obligations mentioned in the above table, other non-current liabilities recorded in our consolidated statement of financial position as of December 31, 2014 include NT$1,034 million (US$32.7 million) of pension plan obligations for which the timing and actual amount of funding required have not been determined. We expect to contribute NT$50 million (US$1.6 million) to the pension plan in 2015.

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

Pursuant to R.O.C. Securities and Exchange Act, a public company is required to either establish an audit committee or to have supervisors. A public company’s audit committee should be composed of all of its independent directors but not less than three, of which at least one member should have accounting or related financial management expertise, and the relevant provisions under the R.O.C. Securities and Exchange Act, the R.O.C. Company Act and other laws applicable to the supervisors are also applicable to the audit committee.

Prior to June 20, 2014, we had three supervisors whose duties included 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 could not concurrently serve as our directors or officers. In accordance with the R.O.C. Company Act, supervisors were elected by our shareholders. However, according to our amended and restated articles of incorporation, the respective articles for supervisors will be abandoned once the supervisors elected in 2011 resign and are replaced by the audit committee. As such, beginning on June 20, 2014, upon the expiration of the term of our supervisors, our audit committee, which is composed of all of our three independent directors, replaced our supervisors and assumed the responsibilities of supervisors pursuant to the R.O.C. Securities and Exchange Act.

Pursuant to the R.O.C. Company Act, a person may serve as our director in his or her personal capacity or as the representative of another legal entity. A director who serves as the representative of a legal entity may be removed or replaced at any time at the discretion of that legal entity, and the replacement director may serve the remainder of the term of office of the replaced director. Of our nine current directors, one is a representative of Yang Fong Investment Co., Ltd.

The following table shows information regarding all of our directors and executive officers as of March 31, 2015. The business address of our directors and executive officers is the same as our registered address.

Name	Age	Position	Years with us	Principal Business Activities Performed Outside Our Company
Bough Lin	64	Chairman; Executive Vice President	31	Director of SPIL’s subsidiaries.
Chi-Wen Tsai	68	Vice Chairman; President	31	Director of SPIL’s subsidiaries.
Wen-Lung Lin	63	Director	10	Chairman of Ku-Ming Investment Co.
Yen-Chun Chang	60	Director; Senior Vice President; Chief Operating Officer	31	Director of SPIL’s subsidiary.
Randy Hsiao-Yu Lo	58	Director	17	President & CEO, Siliconware, USA, Inc.
Teresa Wang(1)	59	Director	5	Director of Unimicron Technology Corporation CFO of Phoenix Precision Technology
John Hsuan	63	Independent Director(2)	0	Chairman of Faraday Technology Inc. Chairman of Meridigen Biotech Co,, Ltd. Vice President of United Microelectronics Corporation Independent Director of Wistron Corp. Independent Director of Compal Electronics, Inc
Tsai-Ding Lin	62	Independent Director(2)	0	Professor of Tunghai University
William W. Sheng	55	Independent Director(2)	0	Independent Director of Skymedi Corporation Independent Director of Epistar Corporation. Supervisor of Elite Semiconductor Memory Technology Inc. Professor of National Taichung University of Science and Technology

45

Name	Age	Position	Years with us	Principal Business Activities Performed Outside Our Company
Kun-Yi Chien	59	Senior Vice President	26	None
Mike Ma	55	Vice President	5	None
Chien-Hua Chen	60	Vice President	16	None
Eric Wu	49	Vice President	14	None
C.S Hsiao	56	Vice President	28	None
John Yu	50	Vice President	23	None
Patrick Lin	58	Vice President	14	None
Eva Chen	57	Vice President; Chief Financial Officer	10	None
Ching-Yu Hsu	52	Vice President	27	None
Jas Hsieh	64	Vice President	12	None
River Gu	56	Vice President	27	None
David Tseng	52	Vice President	30	None
M.S. Chang Rick Lee	54 50	Vice President Vice President	28 7	None None

(1) Representing Yang Fong Investment Co., Ltd.

(2) Our independent directors’ independency complies with SEC’s and NASDAQ’s independency requirements.

Bough Lin is our chairman and executive vice president. He has been our director since August 1984. Mr. Lin is also currently a director of our subsidiaries, SPIL (B.V.I.) Holding Ltd. and Siliconware U.S.A., Inc., as our representative. He graduated from National Chiao Tung University in Taiwan in 1973 with a Bachelor’s degree in electronic physics and was also awarded an honorary Ph.D. from National Chiao Tung University in 2014.

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

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

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

Randy Hsiao-Yu Lo has been our director since June 2011. He received a Ph.D. in chemical engineering from Purdue University in the United States. He previously served as the vice president of our Advanced Package R&D division. Mr. Lo is also currently the President and CEO of our subsidiary, Siliconware U.S.A., Inc.

Teresa Wang has been our director since June 2014. Ms. Wang is a director of Unimicron Technology Corporation. She received a Bachelor’s degree in accounting and statistics from Ming Chuang College in 1978.

John Hsuan has been our independent director and the chairperson of our Audit Committee and Compensation Committee since June 2014. Mr. Hsuan, who was formerly the president and chief executive officer of United Microelectronics Corporation, has a career spanning over 30 years in the semiconductor industry. He received a Bachelor’s degree in electronics engineering and an Honorary Ph.D. from National Chiao Tung University in Taiwan. He is the chairman of Faraday Technology Inc.

46

Tsai-Ding Lin has been our independent director since June 2014. He received a Ph.D in psychology from the University of Texas at Arlington in the United States. He is a professor in the department of international business in Tunghai University in Taiwan.

William W. Sheng has been our independent director since June 2014. He received a Ph.D in accounting from Purdue University in the United States. He is a professor in the department of public finance and taxation in National Taichung University of Science and Technology in Taiwan.

Kun-Yi Chien is our senior vice president of Administration Management Center. He graduated from Tunghai University in Taiwan in 2009 with an EMBA.

Mike Ma is our vice president of Corporate Research and Development. Before joining us, Mr. Ma was the director in charge of the corporate research and development division of United Microelectronics Corporation. He graduated from North Carolina State University in the U.S.A. in 1992 with a PhD in materials engineering.

Chien-Hua Chen is our vice president of Europe Sales/North America Customer Service. Before joining us, Mr. Chen was the general manager of Ling Sheng Co. He graduated from Arizona State University in the U.S.A. in 1984 with a Master’s degree in electrical engineering.

Eric Wu is our vice president of Hsin Chu Branch (Testing). Before joining us, Mr. Wu was the director in charge of test development division of Caesar Tech. Inc. He graduated from Chung Yuan Christian University in Taiwan in 1989 with a Bachelor’s degree in electronic engineering.

C.S Hsiao is our vice president of Central Engineering. He graduated from Feng Chia University in Taiwan in 1982 with a Bachelor’s degree in chemical engineering.

John Yu is our vice president of Asia District Sales. He graduated from National Taiwan University of Science and Technology in Taiwan in 1992 with a Bachelor’s degree in industrial engineering and management.

Patrick Lin is our vice president of Operation Supporting Division. Before joining us, Mr. Lin was the director in charge of operation support of Orient Semiconductor Electronics. He graduated from Tamkang University in Taiwan in 1981 with a Bachelor’s degree in international trade.

Eva Chen has been our chief financial officer since 2005. She graduated from National Chung Cheng University in Taiwan in 2007 with a Master’s degree in accounting and information technology.

Ching-Yu Hsu is our vice president of Operation Business Unit 2. He graduated from Chin-Yi College of Technology in Taiwan in 1983 with a Bachelor’s degree in electronic engineering.

Jas Hsieh is our vice president of Quality & Reliability Center. Before joining us, Mr. Hsieh was the vice president in charge of quality & reliability division of Advanced Semiconductor Engineering, Inc. He graduated from Feng Chia University in Taiwan in 1974 with a Bachelor’s degree in mechanical engineering.

River Gu is our vice president of Operation Business Unit 1. He graduated from Feng Chia University in Taiwan in 1985 with a Bachelor’s degree in electronic engineering.

David Tseng is our vice president of Operation Business Unit 5. He graduated from Oriental Institute of Technology in Taiwan in 1983 with a Bachelor’s degree in electrical engineering.

M.S. Chang is our vice president of Operations Planning Division. He graduated from Feng Chia University in Taiwan in 2005 with a Master’s degree in industrial engineering and systems management.

Rick Lee is our vice president of Operation Business Unit 3. He graduated from Tunghai University in Taiwan in 1989 with a Bachelor’s degree in industrial engineering.

47

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 2014 was NT$105 million (US$3.3 million). According to our articles of incorporation, compensation 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 were elected on June 20, 2014 for a term of three years. Neither we nor any of our subsidiaries have entered into a contract with any of our directors by which our directors are expected to receive benefits upon termination of their employment.

Audit Committee

At the date of this filing, we have three independent directors, John Hsuan, Tsai-Ding Lin and William W. Sheng, to constitute an audit committee. We require our audit committee members to be financially literate with accounting or related financial management expertise in accordance with the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee charter is in accordance with Rule 10A-3 of the Exchange Act and NASDAQ Listing Rule 5605(b). We have been in compliance with the requirements thereunder since July 27, 2005. Beginning on June 20, 2014, the audit committee assumed the responsibilities of supervisors pursuant to the R.O.C. Securities and Exchange Act.

Compensation Committee

We currently follow the practice under the R.O.C. Securities and Exchange Act, as amended on November 24, 2010, which requires all publicly listed companies in the R.O.C., including our company, to establish a compensation committee for directors and managers’ compensation, which includes salary, stock options and other rewards. The current members of our compensation committee are our independent directors, John Hsuan, Tsai-Ding Lin and William W. Sheng.

Differences between NASDAQ Corporate Governance Requirements and Home Country Practices

See “Item 16G.—Corporate Governance.”

D. Employees

As of December 31, 2012, 2013 and 2014, we, together with our subsidiaries, had 21,566, 22,799 and 23,611 full-time employees, respectively. Of these employees, as of December 31, 2014, 20,287 were located in Taiwan, 3,262 were located in Mainland China, and 62 were located in the United States. Employee salaries are reviewed once or twice a year. Salaries are adjusted based on industry standards, inflation and individual performance. As an incentive, additional bonuses in cash may be paid at the discretion of the management based on the performance of individuals. In addition, R.O.C. law requires that employees be given preemptive rights to subscribe to between 10% and 15% of any of our rights issues or share offerings.

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

48

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 accrued employees’ cash bonuses of NT$1,039 million (US$32.9 million) in 2014.

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 unions.

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 (i) as of March 31, 2015 for our current directors and executive officers, and (ii) as of July 22, 2014 for former directors and supervisors who had been our directors and supervisors until June 19, 2014.

Name	Number of Shares Owned		Percentage of Shares Owned
Bough Lin		68,674,075	2.20%
Chi-Wen Tsai		43,675,555	1.40%
Wen-Lung Lin		20,754,751	*
Yen-Chun Chang		11,583,417	*
Randy Hsiao-Yu Lo		472	*
Wen-Jung Lin(1)		4,311,914	*
Cheng-Chieh Huang(1)		746,737	*
Ing-Dar Liu(1)		350,000	*
Jing-Shan Aur(1)		146,292	*
Teresa Wang(2)		6,200,000	*
John Hsuan		0	*
Tsai-Ding Lin		0	*
William W. Sheng		0	*
Wen-Lung Cheng(3)		10,133,937	*
Yu Hu Liu(3)		7,438,972	*
Wen-Ching Lin(3)		11,200,000	*
Kun-Yi Chien		310,029	*
Chien-Hua Chen		9,668	*
C.S Hsiao		140,408	*
John Yu		200,894	*
Eric Wu		32,737	*
Mike Ma		18,000	*
Ching-Yu Hsu		0	*
Patrick Lin		125,039	*
Eva Chen		600,164	*
Jas Hsieh		124,000	*
River Gu		30,000	*
David Tseng		60,000	*
M.S. Chang		225,000	*
Rick Lee		0	*

* Less than 1%.

(1) Was our director until June 19, 2014.

(2) Represents shares held by Yang Fong Investment Co., Ltd.

(3) Was our supervisor until June 19, 2014.

49

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 July 22, 2012, July 21, 2013 and July 22, 2014 (our most recent record date) (i) the ten largest shareholders of our company as of such record date and (ii) all directors, supervisors and executive officers as a group.

	July 22, 2012						July 21, 2013						July 22, 2014(1)
Name of beneficial owner	Number of Shares Owned			Percentage of Shares Owned			Number of Shares Owned			Percentage of Shares Owned			Number of Shares Owned			Percentage of Shares Owned
Citibank, N.A.(2)		370,936,720			11.90	%		328,687,565			10.55	%		267,014,365			8.57	%
UBS Limited.		*			*			*			*			190,978,485			6.13	%
Cathay Life Insurance Company Ltd.		122,634,000			3.94	%		102,437,000			3.29	%		119,390,000			3.83	%
Labor Pension Fund (Old Scheme)		*			*			*			*			80,165,407			2.57	%
Bough Lin		68,674,075			2.20	%		68,674,075			2.20	%		68,674,075			2.20	%
Government of Singapore - GOS-EFM C		53,001,463			1.70	%		42,290,463			1.36	%		56,689,463			1.82	%
Ku-Ming Investment Company Ltd(3)		56,112,878			1.80	%		56,112,878			1.80	%		56,112,878			1.80	%
Labor Pension Fund (New Scheme)		*			*			*			*			52,038,500			1.67	%
Labor Insurance Fund		*			*			*			*			50,196,000			1.61	%
Chi-Wen Tsai		43,175,555			1.39	%		43,675,555			1.40	%		43,675,555			1.40	%
Directors and Supervisors as a group(4)		179,279,122	(5)		5.76	%(5)		179,286,122	(6)		5.75	%(6)		150,888,270	(7)		4.84	%(7)

* Was not one of the ten largest shareholders of our company as of the applicable record date.

(1) Our most recent record date.

(2) As record owner of our ADSs. With effect from January 6, 2015, JPMorgan Chase Bank, N.A. is acting as depositary.

(3) Wen-Lung Lin is the chairman of Ku-Ming Investment Company Ltd.

(4) Calculated as the sum of: (a) with respect to directors and supervisors who are serving in their personal capacity, the number of shares held by such director or supervisor and (b) with respect to directors who are serving in the capacity as legal representatives, the number of shares owned by such institutional or corporate shareholder for which such director is a legal representative.

(5) As of March 31, 2013.

(6) As of March 31, 2014.

(7) As of March 31, 2015.

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

As of March 31, 2015, a total of 57,779,171 ADSs and 3,116,361,139 of our shares (including the shares represented by these ADSs) were outstanding. With certain limited exceptions, holders of common shares that are not R.O.C. persons are required to hold these commons shares through a brokerage or custodial account in the R.O.C. As of March 31, 2015, 288,895,855 common shares were registered in the name of a nominee of JPMorgan Chase Bank, N.A., the depositary of our ADS facility. JPMorgan Chase Bank, N.A. has advised us that as of March 31, 2015, 57,779,171 ADSs, representing 288,895,855 common shares, were held of record by Cede & Co. and 13 other registered shareholders. 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.

50

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.

Vertical Circuits, Inc.

In recent years, we have been licensing packaging technologies from VCI. In order to enhance assembly-related techniques, we purchased preferred stocks of VCI for US$5 million in December 2010. Our percentage of voting right in VCI is approximately 30.68%. Therefore, VCI became a related party of our company. VCI’s board of directors resolved to file for bankruptcy protection in July 2012. Accordingly, we recognized an impairment loss to all of its residual book value of NT$94.4 million.

AcSiP Technology Corp.

In order to develop our System in Package (SiP) module business, we purchased 1.75 million common shares of AcSiP for NT$50.75 million (US$1.68 million) and obtained 20% of the voting rights of AcSiP in May 2011. As a result of an increase in AcSiP’s issued shares, our ownership share in AcSiP decreased to 12.08% as of December 31, 2014. We assess and determine that we maintain significant influence over the investee through representation on and participation in AcSiP’s board of directors, and therefore we continue to record the investment in AcSiP under the equity method.

Interconnect Tech Pte. Ltd.

In order to develop new generation substrates and increase substrate supply sources, we acquired shares of Interconnect, a substrate supplier located in Singapore, for US$20.5 million in July 2012. In 2013 and 2014, we invested another US$1.06 million and US$2.1. million, respectively, while maintaining and our relative percentage ownership at approximately 42.27%.In September 2014, a fellow joint venture investor, AEM Holdings Ltd., disposed all of its shares of Interconnect to a third party, PBT Pte. Ltd., at a price that is was relatively lower than the holding price of Interconnect. We believe that the transaction was an impairment indicator. The recoverable amount, determined based on fair value less cost to disposal, was lower than the investment’s carrying amount. As a result, we recognized impairment loss of NT$442 million (US$14.0 million) in 2014. The recoverable amount is a non-recurring fair value which was measured using observable inputs, being the share selling price of AEM Holdings Ltd., and is therefore within level 2 of the fair value hierarchy. In December 2014, we entered into a new contractual agreement with PBT Pte. Ltd., and no longer held joint control over Interconnect. Therefore, our investment in Interconnect was reclassified from “Joint Venture” to “Associate”.

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.

51

Litigation

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

Dividend Policy and Distributions

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.

	Cash Dividend per share			Stock Dividend per share(1)		Total Number of Shares Issued as Stock Dividend(2)		Outstanding Shares at Year End
	(NT$)			(NT$)
1995		0			4.00		70,048,800		280,668,000
1996		0			6.00		168,400,800		457,800,000
1997		0			4.00		183,120,000		654,200,000
1998		0			3.60		235,512,000		904,162,000
1999		0			2.30		207,957,260		1,127,092,402
2000		0			1.40		157,793,537		1,449,882,870
2001		0			1.45		235,421,212		1,852,761,683
2002(3)		0			0		—		1,853,668,683
2003(4)		0			0		—		1,876,625,683
2004		0.35			1.00		189,447,578		2,105,073,060
2005		0.75			0.80		168,889,805		2,328,919,337
2006		1.73			1.00		241,014,905		2,887,757,426
2007		3.40			0.20		58,672,538		3,073,424,534
2008		4.50			0.10		30,746,975		3,152,589,871
2009		1.80			0		0		3,116,361,139
2010		2.58			0		0		3,116,361,139
2011		1.62			0		0		3,078,319,139
2012		1.42			0		0		3,078,319,139
2013		1.67	(5)		0		0		3,116,361,139
2014		1.80			0		0		3,116,361,139

(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 resolve to declare such dividend, even though we generated net income in 2002.

(5) Of which NT$0.30 per share is from our capital reserve and NT$1.37 per share is from earnings distribution.

B. Significant Change

Our net operating revenues on a consolidated basis for the three months ended March 31, 2015 amounted to NT$20,805 million. Our net operating revenues for the first three months of 2015 are not indicative of our financial performance on either an unconsolidated or a consolidated basis for the remaining months of 2015. In addition, we cannot predict whether the demand for our services will continue to improve in the near future.

52

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)
2010		46.65		28.85		16,253		8,972.50		7,071.67
2011		41.25		23.45		13,371		9,145.35		6,633.33
2012		36.50		26.80		8,535		8,144.04		6,894.66
2013		39.00		30.20		9,511		8,623.43		7,616.64
First Quarter		34.20		30.20		8,083		8,038.72		7,616.64
Second Quarter		37.70		31.45		14,685		8,398.84		7,663.23
Third Quarter		39.00		32.00		9,761		8,299.12		7,814.38
Fourth Quarter		36.65		33.75		5,639		8,623.43		8,099.45
2014		55.30		35.40		14,883		9,569.17		8,264.48
First Quarter		41.85		35.40		12,460		8,849.28		8,264.48
Second Quarter		50.80		41.20		11,458		9,393.07		8,774.12
Third Quarter		55.30		41.00		24,173		9,569.17		8,960.76
Fourth Quarter		48.65		39.05		11,147		9,307.26		8,512.88
October		42.55		39.05		13,241		9,106.28		8,512.88
November		46.00		42.70		11,071		9,187.15		8,859.07
December		48.65		44.40		9,367		9,307.26		8,828.36
2015 (through April 10, 2015)		56.20		47.20		13,988		9,758.09		9,048.34
First Quarter		56.20		47.20		13,696		9,758.09		9,048.34
January		53.20		47.20		13,239		9,521.59		9,048.34
February		56.20		52.90		16,642		9,699.54		9,386.99
March		56.10		51.10		12,370		9,758.09		9,503.72
April (through April 10, 2015)		51.60		50.30		16,671		9,641.90		9,507.66

Sources: Taiwan Stock Exchange Statistical Data 1999-2014, Taiwan Stock Exchange and Bloomberg.

(1) As reported.

There is no public market outside U.S. and 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 Each ADS(1)				Average Daily
Period	High		Low		Trading Volume
	US$		US$
2010		5.86		4.46		1,945,648
2011		7.15		3.93		2,166,958
2012		6.04		4.52		969,389
2013		6.50		5.06		620,944
First Quarter		5.83		5.06		758,372
Second Quarter		6.27		5.27		831,314
Third Quarter		6.50		5.24		534,522
Fourth Quarter		6.19		5.64		368,156

53

	Closing Price for Each ADS(1)				Average Daily
Period	High		Low		Trading Volume
	US$		US$
2014		8.88		5.62		703,991
First Quarter		6.89		5.62		729,495
Second Quarter		8.44		6.78		619,976
Third Quarter		8.88		6.65		829,051
Fourth Quarter		7.69		6.41		637,377
October		7.13		6.41		826,113
November		7.51		6.95		549,768
December		7.69		7.21		515,723
2015 (through April 10, 2015)		9.09		7.46		1,245,785
First Quarter		9.09		7.46		1,289,518
January		8.82		7.46		1,211,915
February		9.09		8.44		1,674,921
March		9.03		8.15		1,027,218
April (through April 10, 2015)		8.21		8.11		864,686

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.

54

Objects and Purpose

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

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

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

Directors

The R.O.C. Company Act and our articles of incorporation provide that our board of directors is elected by shareholders and is responsible for the management of our services. Our board of directors is composed of nine directors. The Chairman of our board is elected by our directors. The Chairman presides at all meetings of our board of directors and also has the authority to represent us. The term of office for our directors is three years and our directors are elected by our shareholders by means of cumulative voting. The last election for all the directors was held in June 2014. Our board is required by the R.O.C. Company Act, the Securities and Exchange Act and other relevant laws and regulations to consist of at least three independent directors, comprising not less than 20% of the total number of directors. A person may serve as our director in his personal capacity or as the representative of one of our shareholder entities. A director who serves as the representative of a legal entity may be removed or replaced at any time, and the replacement director may serve the remainder of the term of office of the replaced director. Currently, one of our directors is a representative of a legal entity, as shown in “Item 6 – Directors, Senior Management and Employees—A. Directors and Senior Management.” Our audit committee consists of three independent directors, John Hsuan, Tsai-Ding Lin and William W. Sheng. In order to facilitate the function of our board of directors, our audit committee and board of directors have established procedures for handling 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 R.O.C. Company Act, a director who has a personal interest in a matter to be discussed at the meeting of the board of directors, the outcome of which may impair the company’s interests, shall abstain from voting on such matter. Our articles of incorporation also provide that the traveling expenses for all directors 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 compensation to directors. Our board of directors is authorized to determine the compensation for directors by taking into consideration their respective contributions to our company as well as international industry practice. 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 hold our issued shares at the ratios as required by the regulatory authority.

Shares

As of March 31, 2015, our authorized share capital was NT$36.0 billion, divided into 3.6 billion shares, of which NT$31.16 billion was issued. As of March 31, 2015, 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 March 31, 2015. All shares presently issued are fully paid and in registered form, and existing shareholders are not obligated to contribute additional capital. The shares underlying the ADSs are fully paid, in registered form and will not be obligated by any capital calls. We generally are not permitted to directly acquire our shares, except under limited circumstances as permitted by R.O.C. law.

In October 2014, we issued US$400 million unsecured zero coupon convertible bonds due 2019 to procure foreign currency-denominated raw materials and repay long-term debt. The bonds are convertible by holders at any time until 10 days before maturity. The current conversion price is NT53.1038 per common share. As of March 31, 2015, none of the bonds has been converted into our common shares, and the balance of the outstanding bonds was US$400 million. Upon full conversion, the outstanding bonds would be converted to 228,925,236 common shares if based on the current conversion price, representing approximately 7.4% of our outstanding shares at the end of March 31, 2015. See “Item 3. Key Information – D. Risk Factors – Risks Related to Ownership of Our Shares or ADSs – Our ADS holders may experience dilution if we distribute rights to our shareholders or sell additional equity or equity-linked securities.”

55

New Shares and Preemptive Rights

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

Shareholders

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

Transfer of Shares

Under the R.O.C. Company Act, a public company, such as us, may issue individual share certificates, one master certificate or scripless shares to evidence common shares. Shares in registered form are transferred by endorsement and delivery of the related share certificates. Transferees must have their names and addresses registered on our register in order to assert shareholders’ rights against us. Our shareholders are required to file their respective specimen seals with our share registrar, CTBC 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. At least 15 days advance written notice must be given of every extraordinary shareholders’ meeting and at least 30 days advance written notice must be given of every annual ordinary shareholders’ meeting. Unless otherwise required by law or by our articles of incorporation, voting for an ordinary resolution requires an affirmative vote of a simple majority of those present. A distribution of cash dividends would be an example of an ordinary resolution. The R.O.C. Company Act also provides that in order to approve certain major corporate actions, including but not limited to any amendment of our articles of incorporation, dissolution, merger or spin-off, the transfer of the whole or major part of the business or assets, removing directors or the distribution of any stock dividend, a special resolution may be adopted by the holders of at least two-thirds of our shares represented at a meeting of shareholders at which holders of at least a majority of our issued and outstanding shares are present. However, if we are the controlling company and hold not less than 90% of our subordinate company’s outstanding shares, our merger with the subordinate company can be approved by a board resolution adopted by majority consent at a meeting with two-thirds of our directors present without shareholders’ approval.

Voting Rights

Except for treasury shares, each share is generally entitled to one vote. Except as otherwise provided for by law or by our articles of incorporation, a resolution can be adopted by the holders of a simple majority of the total issued and outstanding shares represented at a shareholders’ meeting. The quorum for a shareholders’ meeting to discuss the ordinary resolutions is a majority of the total issued and outstanding shares. The election of directors 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.

56

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

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

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

Dividends and Distributions

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

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

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

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

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

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

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

In addition to permitting dividends to be paid out of net income, we are permitted under the R.O.C. Company Act to make distributions to our shareholders of additional shares by capitalizing reserves, including the legal reserve and capital surplus of premiums from issuing stock and earnings from gifts received if we do not have losses. However, the amount of legal reserve that may be used to distribute cash dividends shall be limited to the portion of the reserve balance that exceeds 25% of capital stock.

57

Acquisition of Our Shares by Us

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

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

• to transfer shares to our employees;

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

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

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, managers and their respective spouses and minor children and/or nominees are prohibited from selling any of our shares during the period in which we purchase our shares.

Liquidation Rights

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

Other Rights of Shareholders

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

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

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

Voting of Deposited Securities

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

58

Except as described below, a holder generally will not be able to exercise voting rights attaching to the shares on an individual basis. According to the R.O.C. Company Act, a shareholder’s voting rights must, as to all matters brought to a vote of shareholders, other than the election of directors, 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, which may be conducted by means of cumulative voting or other mechanisms adopted in our articles of incorporation. Pursuant to R.O.C. Company Act and our articles of incorporation, the election of directors 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, 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, 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 under the deposit agreement. This means that if at least 51% of the votes represented by outstanding ADSs are cast for a particular director 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 of the director.

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

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

C. Material Contracts

Immunity Agreement with Freescale Semiconductor, Inc.

We entered into a license agreement with Motorola Inc., or Motorola, in November 1996 under which Motorola licensed to us the technology for ball grid array as well as any future technology relating to ball grid array packages.

59

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. This license will expire in December 2015.

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

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

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

D. Exchange Controls

We have extracted from publicly available documents the information presented in this section. Please note that citizens of the People’s Republic of China and entities organized in the People’s Republic of China are subject to special Republic of China laws, rules and regulations, which are not discussed in this section.

General

Historically, foreign investments in the securities market of Taiwan were restricted. However, commencing in 1983, the Taiwan government has from time to time enacted legislation and adopted regulations to make foreign investment in the Taiwan securities market possible. Initially, only overseas investment trust funds of authorized securities investment trust enterprises established in Taiwan were permitted to invest in the Taiwan securities market. Since January 1, 1991, qualified foreign institutional investors are allowed to make investments in the Taiwan listed securities market. Since March 1, 1996, overseas Chinese, non-resident foreign institutional and individual investors (other than qualified foreign institutional investors), called “general foreign investors,” are permitted to make direct investments in the Taiwan securities market.

On September 30, 2003, the Executive Yuan amended the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals, or the Investment Regulations, under which the “Qualified Foreign Institutional Investors”, or QFII, designations have been abolished and the restrictions on foreign portfolio investors have been revised. According to the Investment Regulations, “Foreign Institutional Investor” means an entity which is incorporated under the laws of countries other than the R.O.C. or the branch of a foreign entity which is established within the territory of the R.O.C., and “Foreign Individual Investor” means an overseas Chinese or a foreign natural person. In addition, the Investment Regulations also lifted some restrictions and simplified procedures of investment application.

On April 30, 2009, the FSC promulgated regulations allowing qualified domestic institutional investors, or QDIIs, under P.R.C. regulations and certain other P.R.C. persons to invest in the securities of R.O.C. companies. However, prior approval from the Investment Commission of the R.O.C. Ministry of Economic Affairs is required for a P.R.C. person’s ownership of 10% or more of the issued and outstanding shares of a listed R.O.C. company.

Foreign Investment in Taiwan Securities Market

Certain individual and foreign institutional investors which meet certain qualifications set by the Securities and Futures Bureau may invest in the shares of Taiwan Stock Exchange-listed companies, Taipei Exchange (formerly known as Over-The-Counter Securities Exchange) traded companies, emerging market companies or other Taiwan securities approved by the Securities and Futures Bureau up to a limit of US$50 million (in the case of institutional investors) and US$5 million (in the case of individual investors) after obtaining permission from the Taiwan Stock Exchange.

60

For foreign investors to invest in Taiwan’s securities market, registration with the Taiwan Stock Exchange, instead of the approval of the Securities and Futures Bureau, is required. The Taiwan Stock Exchange may withdraw or rescind the registration if the application documents submitted by foreign investors are untrue or incomplete, or if any material violation of the relevant regulations exists.

Off-shore foreign investors may provide the securities they hold as the underlying shares of depositary receipts and act as selling stockholders in depositary receipts offerings.

Off-shore foreign institutional investors are required to appoint their agent or nominee to attend the stockholders’ meeting of the invested company.

Except for certain specified industries, such as telecommunications, investments in Taiwan-listed companies by foreign investors are not subject to individual or aggregate foreign ownership limits. Custodians for foreign investors are required to submit to the Central Bank of the Republic of China (Taiwan) and the Taiwan Stock Exchange a monthly report of trading activities and status of assets under custody and other matters. Capital remitted to the R.O.C. under these guidelines may be remitted out of the R.O.C. at any time after the date the capital is remitted to the R.O.C. Capital gains and income on investments may be remitted out of the R.O.C. at any time.

Currently, subject to the specific restriction imposed by relevant regulations, the off-shore foreign institutional investors may invest in the Taiwan securities market without any amount restriction. However, a ceiling will be separately determined by the Securities and Futures Bureau after consultation with the Central Bank of the Republic of China (Taiwan) for investment by offshore oversea Chinese and foreign individual investors.

Foreign Investment Approval

Other than:

• foreign institutional investors;

• foreign individual investors; and

• investors in overseas convertible bonds and depositary receipts,

Foreign investors who wish to make direct investments in the shares of Taiwan companies may submit a “foreign investment approval” application to the Investment Commission of the Ministry of Economic Affairs of Taiwan or other government authority to qualify for benefits granted under the Statute for Investment by Foreign Nationals. The Investment Commission or other government authority reviews each foreign investment approval application and approves or disapproves the application after consultation with other governmental agencies. Any non-Taiwan person possessing a foreign investment approval may remit capital for the approved investment and repatriate annual net profits and interests and cash dividends attributable to an approved investment. Stock dividends, investment capital and capital gains attributable to the investment may be repatriated with approval of the Investment Commission or other government authority.

In addition to the general restrictions against direct investment by non-Taiwan persons in Taiwan companies, non-Taiwan persons are currently prohibited from investing in prohibited industries in Taiwan under the Negative List promulgated by the Executive Yuan from time to time. The prohibition on direct foreign investment in the prohibited industries in the Negative List is absolute with the consequence of certain specific exemption from the application of the Negative List. Under the Negative List, some other industries are restricted so that non-Taiwan persons may directly invest only up to a specified level and with the specific approval of the relevant authority which is responsible for enforcing the legislation which the negative list is intended to implement.

61

The FSC announced on April 30, 2009 the Regulations Governing Mainland Chinese Investors’ Securities Investments, or the P.R.C. Regulations. According to the P.R.C. Regulations, a QDII is allowed to invest in Taiwan Securities (including up to 10% shareholding of a Taiwan company listed on Taiwan Stock Exchange or Over-the-Counter (Taipei exchange). Nevertheless, the total investment amount of QDIIs cannot exceed US$500 million. For each QDII, the custodians of such QDIIs must apply with the Taiwan Stock Exchange for the remittance amount for each QDII, which cannot exceed US$100 million, and QDII can only invest in the Taiwan securities market with the amount approved by the Taiwan Stock Exchange. There is no assurance that in the future, there will not be further restrictions or prohibitions imposed on P.R.C. persons (including QDIIs) from investing in certain industries in Taiwan. In addition to investments permitted under the P.R.C. Regulations, P.R.C. investors other than QDII are prohibited from making investments in a Taiwan company listed on the Taiwan Stock Exchange or the Over-the-Counter Taipei exchange if the investment is less than 10% of the equity interest of such Taiwan company.

In addition to the general restriction against direct investment by P.R.C. investors in securities of Taiwan companies, P.R.C. investors may only invest in certain industries in the Positive List, as promulgated by the R.O.C. Executive Yuan in June of 2009. In the semiconductor packaging and testing industry, P.R.C. investors are allowed to invest up to 10% in existing Taiwan companies, and up to 50% in new ventures, but are not allowed to be controlling shareholders of the Taiwan companies in which they invest.

Depositary Receipts

In April 1992, the Securities and Futures Bureau began allowing Taiwan companies listed on the Taiwan Stock Exchange, with the prior approval of the Securities and Futures Bureau, to sponsor the issuance and sale of depositary receipts evidencing depositary shares. In December 1994, the Republic of China Ministry of Finance began allowing companies whose shares are traded on the Taipei exchange also to sponsor the issuance and sale of depositary receipts evidencing depositary shares representing shares of its capital stock. Approvals for these issuances are still required.

After the issuance of a depositary share, a holder of the depositary receipt evidencing the depositary shares may request the depositary issuing the depositary share to cause the underlying shares to be sold in Taiwan and to distribute the proceeds of the sale to or to withdraw the shares and deliver the shares to the depositary receipt holder. A citizen of the People’s Republic of China is not permitted to withdraw and hold our shares.

If you are an offshore foreign institutional investor holding the depositary receipts, you must register with the Taiwan Stock Exchange as a foreign investor before you will be permitted to withdraw the shares represented by the depositary receipts. In addition to obtaining registration with the Taiwan Stock Exchange, you must also (i) appoint a qualified local agent to, among other things, open a securities trading account with a local securities brokerage firm and a bank account to remit funds, exercise stockholders’ rights and perform other functions as holders of ADSs may designate, (ii) appoint a custodian bank to hold the securities and cash proceeds, confirm transactions, settle trades and report and declare other relevant information and; (iii) appoint a tax guarantor as guarantor for the full compliance of the withdrawing depositary receipt holders’ tax filing and payment obligations in the Republic of China. A depositary receipt holder not registered as a foreign investor with the Taiwan Stock Exchange, or not has made the necessary appointments as outlined above, will be unable to hold or subsequently transfer the shares withdrawn from the depositary receipt facility.

No deposits of shares may be made in a depositary receipt facility and no depositary shares may be issued against deposits without specific Securities and Futures Bureau approval, unless they are:

(i) stock dividends;

(ii) free distributions of shares;

(iii) due to the exercise by the depositary receipt holder preemptive rights in the event of capital increases for cash; or

(iv) if permitted under the deposit agreement and custody agreement and within the amount of depositary receipts which have been withdrawn, due to the direct purchase by investors or purchase through the depositary on the Taiwan Stock Exchange or the Taipei exchange or delivery by investors of the shares for deposit in the depositary receipt facility. In this event, the total number of depositary receipts outstanding after an issuance cannot exceed the number of issued depositary receipts previously approved by the Securities and Futures Bureau of the FSC in connection with the offering plus any ADSs issued pursuant to the events described in (i), (ii) and (iii) above.

62

An ADS holder or the depositary, without obtaining further approvals from the Central Bank of the Republic of China (Taiwan) or any other governmental authority or agency of the Republic of China, may convert NT dollars into other currencies, including U.S. dollars, in respect of:

• the proceeds of the sale of common shares represented by ADSs or received as share dividends with respect to the common shares and deposited into the depositary receipt facility; and

• any cash dividends or distributions received from the common shares.

In addition, the depositary may also convert into NT dollars incoming payments for purchases of common shares for deposit in the depositary receipt facility against the creation of additional ADSs. If you withdraw the common shares underlying your ADSs and become a holder of our common shares, you may convert into NT dollars subscription payment for rights offerings. The depositary may be required to obtain foreign exchange payment approval from the Central Bank of the Republic of China (Taiwan) on a payment-by-payment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights of new common shares. Although it is expected that the Central Bank of the Republic of China (Taiwan) will grant approval as a routine matter, required approvals may not be obtained in a timely manner, or at all.

Exchange Controls

Taiwan’s Foreign Exchange Control Statute and regulations provide that all foreign exchange transactions must be executed by banks designated to handle foreign exchange transactions by the FSC and by the Central Bank of the Republic of China (Taiwan). 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. 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, Taiwan companies and residents may remit to and from Taiwan foreign currencies of up to US$50 million (or its equivalent) and US$5 million, (or its equivalent), respectively, in each calendar year. These limits apply to remittances involving a conversion between New Taiwan dollars and U.S. dollars or other foreign currencies. A requirement is also imposed on all private enterprises to register all medium and long-term foreign debt with the Central Bank of the Republic of China (Taiwan).

In addition, a foreign person without an alien resident card or an unrecognized foreign entity may remit to and from Taiwan foreign currencies of up to US$100,000 per remittance if required documentation is provided to Taiwan authorities. This limit applies only to remittances involving a conversion between New Taiwan dollars and U.S. dollars or other foreign currencies.

E. Taxation

R.O.C. Tax Considerations

The following summarizes the principal R.O.C. tax consequences of owning and disposing of ADSs and shares for non-residents of Taiwan. Investors in our ADSs or shares 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 or shares.

63

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

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

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

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

Dividends

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

Capital Gains

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

Securities Transaction Tax

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

Estate and Gift Tax

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

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

Tax Treaty

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

64

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 hold the shares or ADSs as capital assets, and that are U.S. holders and non-residents of the R.O.C. You are a U.S. holder if you are, for U.S. federal income tax purposes, any of the following:

• an individual citizen or resident of the United States;

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

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

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

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

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

65

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. 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 you receive on your shares or ADSs, including net amounts withheld in respect of R.O.C. withholding taxes, will generally be treated as dividend income to you if the distributions are made from our current and accumulated earnings and profits as calculated according to U.S. federal income tax principles. Such income (including any R.O.C. taxes withheld) 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 non-corporate U.S. holders , including individuals, certain dividends received from a foreign corporation 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, are readily tradable on an established securities market in the United States. Thus, subject to the discussion below with respect to the passive foreign investment company rules, we believe that dividends we pay on our ADSs will meet the conditions required for these reduced tax rates. Since we do not expect that our shares will be listed on an established securities market in the United States, 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). Non-corporate U.S. holders 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 U.S. 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 U.S. dollars. If the foreign currency received as a dividend is converted into U.S. dollars on the date of receipt, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the foreign currency received as a dividend is not converted into U.S. dollars on the date of receipt, you will have a basis in the foreign currency equal to its U.S. 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.

66

Subject to certain limitations under the Code, you may be entitled to a credit or deduction against your United States federal income tax liability for the net amount of any R.O.C. taxes that are withheld from dividend distributions made to you. The election to receive a credit or deduction must be made annually, and applies to all foreign taxes for the applicable tax year. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends we pay with respect to the shares or ADSs will generally be considered passive category 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 the shares or ADSs if you (1) have held the 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 shares 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. Any such distributions generally would not result in foreign source income to you. Consequently, you may not be able to use the foreign tax credit associated with any R.O.C. withholding tax imposed on such distributions unless you can use the credit against United States federal income 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 a non-corporate U.S. holder, including an individual, and the shares or ADSs being sold or otherwise disposed of are capital assets that you have held for more than one year, your gain recognized will be eligible for reduced rates of taxation. Your ability to deduct capital losses is subject to limitations.

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

Passive Foreign Investment Company

Based on the composition of our income and valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company, or PFIC, for 2014 and do not expect to become one in the future, although there can be no assurance in this regard.

In general, a non-U.S. company is considered a PFIC for any taxable year if either:

67

• 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 and certain 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.

The determination of whether we are a PFIC 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, 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.

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 will generally be required to file Internal Revenue Service Form 8621.

If we are a PFIC for any taxable year in which you hold our shares or ADSs and any of our non-U.S. 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 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. The shares are listed on the Taiwan Stock Exchange, which 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.

68

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 shares or ADSs at the end of the year over your adjusted tax basis in the shares or ADSs. 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. If you make an effective mark-to-market election, in each year that we are a PFIC any gain you recognize upon the sale or other disposition of your shares or ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-market election.

Your adjusted tax basis in the 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 the PFIC 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 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, 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.

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.

69

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, foreign currency exchange rates and commodity price risk, 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 2014, sales in the amount of US$2,391.1 million were denominated in U.S. dollars. In 2014, material purchases in the amounts of US$557.4 million and ¥5,200 million were denominated in U.S. dollars and Japanese yen, respectively. As of December 31, 2014, we had certificates of deposit, bank deposits and accounts receivable denominated in U.S. dollars of US$1,095.0 million. As of December 31, 2014, we also had accounts payable, convertible bonds and other liabilities denominated in U.S. dollars and the Japanese yen of US$988.6 million and of ¥4,054 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 U.S. dollar and the NT dollar. Based on a sensitivity analysis performed on our financial position as of December 31, 2014, a hypothetical, unfavorable 5% movement in the levels of foreign currency exchange rates relative to the NT dollar, after taking into account hedges and offsetting positions, would have decreased our net unrealized gains by NT$109 million. The table below presents our financial instruments with material foreign exchange risk as of December 31, 2014:

Expressed in US$ amount	Expected Maturity Date
(in millions)	2015		2016		2017		Thereafter		Total		Fair value
On-balance sheet financial instruments
Assets:
Time Deposit (NTD functional currency)		592.4		—		—		—		592.4		592.4
Liabilities:
Short-term Loans (RMB functional currency)		85.9		—		—		—		85.9		85.9
Long-term Loans (NTD functional currency)		187.0		85.3		33.9		—		306.2		306.2
Unsecured overseas convertible bonds (NTD functional currency)		—		—		—		420.4		420.4		375.8

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 our financial instruments with material interest rate risk as of December 31, 2014:

Expressed in US$ amount (in millions)	Expected Maturity Date
	2015		2016		2017		Thereafter		Total		Fair value
On-balance sheet financial instruments
Liabilities:
Short-term Loans		85.9		—		—		—		85.9		85.9
Long-term Loans (1)		278.4		144.1		112.2		59.0		593.7		593.7

(1) Our long-term borrowings had a weighted average interest rate of 1.6325% per annum during 2014.

70

As of December 31, 2013 and 2014, if the interest rate had been increased or decreased by 10 points, income before income tax for the period would have been NT$21 million (US$0.7 million) higher or NT$22 million (US$0.7 million) lower, respectively.

Commodity Price Risk

The price of gold wire has been volatile and has fluctuated with the spot price of gold in recent years. We generally do not entered into long-term supply agreements and our purchase of raw materials is on a purchase order basis at the prevailing market price. In addition, we do not employ financial instruments to hedge such commodity price risk. Therefore, in order to effectively mitigate the risk, we have continued to implement measures to reduce our dependency on gold wire, such as the development of copper wire bonding process. As of December 31, 2014, we did not hold material gold wire inventory. As a result, we believe we were not exposed to significant commodity price risk.

Other Price Risk

Our exposure to other market risk relates primarily to our investments in publicly-traded stock. Pursuant to the objective of strategic investments, we are exposed equity securities price risk in public market because of investments held by us and classified on the consolidated balance sheet as available-for-sale financial assets. As of December 31, 2014 if the market price had increased or decreased by 10% with all other variables held constant, other comprehensive income would have increased or decreased by NT$818 million (US$25.9 million).

Item 12. Description of Securities Other Than Equity Securities

A. Debt Securities

Not applicable

B. Warrants and Rights

Not applicable

C. Other Securities

Not applicable

D. American Depositary Shares

Depositary Fees

Under the terms of the deposit agreement for our ADSs, an ADS holder may have to pay the following service fees to the depositary:

Service	Fees
Issuance of ADSs	Up to US$0.05 per ADS issued
Cancellation of ADSs	Up to US$0.05 per ADS cancelled
Distribution of cash dividends or other cash distributions	Up to US$0.05 per ADS held
Distribution of ADSs pursuant to stock dividends, free stock distributions or exercises of rights	Up to US$0.05 per ADS held

71

Depositary Charges

In addition, an ADS holder shall be responsible for the following charges:

• taxes (including applicable interest and penalties) and other governmental charges;

• such registration fees as may from time to time be in effect for the registration of common shares or other deposited securities on the share register and applicable to transfers of common shares or other deposited securities to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;

• such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the deposit agreement to be at the expense of ADS holders and beneficial owners of ADSs;

• the expenses and charges incurred by the depositary in the conversion of foreign currency;

• such fees and expenses as are incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to common shares, deposited securities, ADSs and ADRs; and

• the fees and expenses incurred by the depositary, the custodian or any nominee in connection with the servicing or delivery of deposited securities.

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly-issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for cancellation. The brokers in turn charge these transaction fees to their clients.

Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date. The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividends, rights offerings), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or un-certificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts via the central clearing and settlement system, The Depository Trust Company, or DTC, the depositary generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

The fees and charges ADS holders may be required to pay may vary over time and may be changed by us and by the depositary. ADS holders will receive prior notice of such changes.

Payments by Depositary

In 2014, we received the following payments (subject to applicable withholding tax) from Citibank, N.A.:

Item	US$ (in thousands)
Reimbursement of investor relations efforts		12.0
Reimbursement of legal and consulting fees		357.3
Reimbursement of listing fees		47.0
Reimbursement of proxy process expenses		105.2
Reimbursement of SEC filing and maintenance fees		451.5
Total		973.0

72

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None of these events occurred in any of the years ended December 31, 2012, 2013 and 2014.

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 required by Rule 13a-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934, as amended, as of December 31, 2014. Based on that evaluation, our management has concluded that, as of December 31, 2014, our disclosure controls and procedures were 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 International Financial Reporting Standards. 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 International Financial Reporting Standards, 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, 2014 utilizing the criteria set forth in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2014. The effectiveness of internal control over financial reporting has been audited by PricewaterhouseCoopers, Taiwan, an independent registered public accounting firm, which also audited our consolidated financial statements for the year ended December 31, 2014, as stated in their report included on page F-2.

73

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, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

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

Item 16C. Principal Accountant Fees and Services

PricewaterhouseCoopers, Taiwan has served as our independent public accountant for each of the fiscal years in the three-year period ended December 31, 2014, 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, Taiwan to us in 2013 and 2014.

	2013		2014		2014
	NT$		NT$		US$
	(in thousands)
Audit Fees(1)		20,723		20,139		637.3
Audit-related Fees(2)		440		—		—
Tax Fees(3)		3,610		4,264		134.9
Total		24,773		24,403		772.2

(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.”

(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. All audit and non-audit services performed by PricewaterhouseCoopers, Taiwan for 2013 and 2014 were pre-approved by our audit committee.

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

None.

74

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

None.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

In general, corporate governance principles for Taiwanese companies are set forth in the R.O.C. Company Act, the R.O.C. Securities and Exchange Act and, to the extent they are listed on the Taiwan Stock Exchange, listing rules of the Taiwan Stock Exchange. Corporate governance principles under provisions of R.O.C. law may differ in significant ways to corporate governance standards for U.S. NASDAQ-listed companies. Under the latest amendment to the NASDAQ Listing Rule 5615, foreign private issuers are permitted to follow certain home country corporate governance practices in lieu of the requirements of the NASDAQ corporate governance rules. Under the amendment, foreign private issuers must disclose alternative home country practices they follow. The following are the requirements of the NASDAQ corporate governance rules we do not follow and the home country practices we follow.

Under the NASDAQ Listing Rule 5605(b)(1), a majority of the board of directors must comprise of independent directors. We have three independent directors out of a total of nine directors on our board. Our standards in determining director independence substantially comply with the NASDAQ requirements, which include detailed tests for determining director independence. In Taiwan, in order to strengthen corporate governance of Taiwanese companies, the R.O.C. Securities and Exchange Act Article 14-2 provides that public companies may appoint independent directors in accordance with its articles of incorporation, as long as it is compliant with related requirements and regulations of the R.O.C. The government authority, however, may require a company to appoint two or more independent directors, who shall account for one-fifth or more of its total directors, depending on such company’s scale, shareholder structure, type of operations and other essential factors.

Under NASDAQ Listing Rule 5605(b)(2), the company is required to have regularly scheduled meetings at which only independent directors are present. We do not hold executive sessions of non-management directors as the election of independent directors is not required by the R.O.C. Company Act. However, once our independent directors are elected, they will participate in committee meetings of which they are committee members. In particular, we expect our independent directors to serve on our audit committee. Our audit committee will meet regularly.

NASDAQ Listing Rule 5605(d) 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 the R.O.C. Securities and Exchange Act, as amended on November 24, 2010, which requires all publicly listed companies in the R.O.C., including our company, to establish a compensation committee for directors and managers’ compensation, which includes salary, stock options and other rewards. On March 18, 2011, the FSC promulgated “Regulations Governing the Appointment and Exercise of Powers by the Compensation Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter”, according to which publicly listed companies of our size were required to establish a compensation committee composed of no less than three members appointed by the board of directors. Such committee members must meet certain professional qualification requirements and must not have served as an employee or non-independent director of the company in the two years prior to their appointment. Pursuant to such regulations, on August 25, 2011, we established a compensation committee. Our current compensation committee comprises our independent directors, John Hsuan, Tsai-Ding Lin and William W. Sheng.

Under NASDAQ Listing Rule 5605(e), director nominees must either be selected, or recommended for the Board’s selection, either by a majority of the independent directors or an independent nominations committee. The R.O.C. Company Act expressly grants the power of nomination to the shareholders, as well as to the board of directors. Under the R.O.C. Company Act and the interpretations thereof, candidates to serve as directors are nominated either by the board of directors prior to the shareholders’ meeting or by the shareholders during the election of the director. Therefore, the requirement of a nominations committee is in conflict with the R.O.C. Company Act. We currently follow the home country practice.

75

Under NASDAQ Listing Rule 5635(c), each issuer shall require shareholder approval when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants. Under the corresponding domestic requirements in the R.O.C. Company Act and the R.O.C. Securities and Exchange Act, shareholders’ approval is required for the distribution of employee bonuses in the form of stock, while the board of director has authority, subject to the approval of the R.O.C. SFB, to approve employee stock option plans and to grant options to employees pursuant to such plans. We follow the home country practice. R.O.C. law provides for specific safeguards on employee stock option grants. Options granted under the plans are subject to certain statutory volume limitations. Under the R.O.C. Company Act, the directors of a company may not receive stock options because they are not considered “employees” of the company.

Item 16H. Mine Safety Disclosure

Not applicable.

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 report 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, 2013 and 2014		F-3
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2013 and 2014		F-4
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2012, 2013 and 2014		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2013 and 2014		F-6
Notes to Consolidated Financial Statements		F-8
Financial Statement Schedule: Valuation and Qualifying Accounts		F-54

Item 19. Exhibit Index

Exhibit Number	Description of Exhibits
1.1	Articles of Incorporation of Siliconware Precision Industries Co., Ltd., as amended on June 14, 2013 (English translation) (1)
2.1	Form of the Third Amended and Restated Deposit Agreement among Siliconware Precision Industries Co., Ltd., JPMorgan Chase Bank, N.A., as Depositary, and the Holders of American Depositary Receipts 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, 2015)(3)
4.2	License Agreement with Flip Chip Technologies, L.L.C.(4)
4.3	Joint Venture Agreement with Mosel Vitelic, Inc. (English translation)(5)
*8.1	List of Significant Subsidiaries of Siliconware Precision Industries Co., Ltd.
11.1	Code of Ethics(6)
*12.1	Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*12.2	Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*13.1	Certification by our Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*13.2	Certification by our Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* filed herewith.

(1) Incorporated by reference to Exhibit 1.1 to our Annual Report on Form 20-F filed with the SEC on April 24, 2014.

(2) Incorporated by reference to Exhibit 99.(A) to our Registration Statement on Form F-6 (File No. 333-201043) filed with the SEC on December 18, 2014.

(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 Annual Report on Form 20-F filed with the SEC on June 28, 2004.

76

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: April 27, 2015

77

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, 2013 and 2014		F-3
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2013 and 2014		F-4
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2012, 2013 and 2014		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2013 and 2014		F-6
Notes to Consolidated Financial Statements		F-8
Financial Statement Schedule: Valuation and Qualifying Account		F-54

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 comprehensive income, of changes in 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, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established inInternal Control—Integrated Framework 1992 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting under Item 15 of this Annual Report on Form 20-F. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. 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.

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

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

/s/ PricewaterhouseCoopers, Taiwan

Taichung, Taiwan

Republic of China

April 27, 2015

F-2

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF DOLLARS)

		As of December 31,
	Note	2013		2014
		NT$		NT$		US$
						(Note 4)
Current Assets
Cash and cash equivalents	6, 11	$	16,975,247	$	30,154,713	$	954,263
Notes receivable, net	11		17,109		10,197		323
Accounts receivable, net	7, 11, 36		15,354,384		18,567,857		587,590
Other receivables	11		611,227		813,545		25,745
Inventories	8		3,667,592		4,381,135		138,644
Other current assets - other	11		1,199,572		1,280,461		40,521
			37,825,131		55,207,908		1,747,086
Non-current Assets
Available-for-sale financial assets, non-current	9, 11		6,087,053		8,999,903		284,807
Investments accounted for using the equity method	10		615,958		76,390		2,417
Property, plant and equipment	12		55,196,751		63,520,671		2,010,148
Intangible assets	13		355,313		249,170		7,885
Deferred income tax assets	28		837,585		696,112		22,029
Other non-current assets - other	11		901,082		1,002,316		31,719
			63,993,742		74,544,562		2,359,005
TOTAL ASSETS		$	101,818,873	$	129,752,470	$	4,106,091
Current Liabilities
Short-term loans	11, 16	$	2,533,850	$	2,690,250	$	85,134
Financial liability at fair value through profit or loss—current	11, 14, 38		—		1,095,552		34,669
Notes payable	11, 12, 30		—		735,000		23,259
Accounts payable	11		6,542,050		7,285,963		230,568
Other payables	11, 17, 30		9,214,227		10,171,755		321,891
Current income tax liabilities	28		778,348		1,908,506		60,396
Current portion of long-term loans	11, 16		3,154,196		6,970,152		220,574
Other current liabilities - other	11		307,493		718,865		22,750
			22,530,164		31,576,043		999,241
Non-current Liabilities
Convertible bonds	11, 15, 38		—		11,875,483		375,806
Long-term loans	11, 16		15,355,557		12,794,062		404,875
Deferred income tax liabilities	28		699,868		356,218		11,273
Other non-current liabilities	11, 18, 21		1,361,609		2,376,922		75,220
			17,417,034		27,402,685		867,174
Total Liabilities			39,947,198		58,978,728		1,866,415
Stockholders’ Equity
Capital stock	19		31,163,611		31,163,611		986,190
Capital reserve	20		15,758,479		15,758,479		498,686
Retained earnings	21
Legal reserve			8,207,777		8,797,005		278,386
Special reserve			244,604		—		—
Unappropriated earnings			5,376,927		10,640,940		336,739
Accumulated Other Comprehensive Income	22		1,120,277		4,413,707		139,675
Total Stockholders’ Equity			61,871,675		70,773,742		2,239,676
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	101,818,873	$	129,752,470	$	4,106,091

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

F-3

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

		For the years ended December 31,
	Note	2012			2013			2014
		NT$			NT$			NT$			US$
											(Note 4)
Operating Revenues		$	64,654,558		$	69,356,192		$	83,071,441		$	2,628,843
Operating Costs	8, 24		(52,915,599	)		(54,925,674	)		(62,081,265	)		(1,964,597	)
Gross Profit			11,738,959			14,430,518			20,990,176			664,246
Operating Expenses	24
Selling expenses			(808,420	)		(839,723	)		(937,884	)		(29,680	)
General and administrative expenses			(1,983,677	)		(2,248,938	)		(2,605,527	)		(82,453	)
Research and development expenses			(2,559,064	)		(3,406,702	)		(3,625,622	)		(114,735	)
Loss on settlement	4(1), 25		—			(896,250	)		—			—
			(5,351,161	)		(7,391,613	)		(7,169,033	)		(226,868	)
Other income and expenses	4(1), 26		4,633			61,151			284,251			8,995
Operating Profit			6,392,431			7,100,056			14,105,394			446,373
Non-operating Income and Expenses
Interest income			117,670			102,416			155,804			4,931
Other gains and losses, net	27		236,722			436,826			162,092			5,129
Finance costs			(197,314	)		(270,736	)		(403,468	)		(12,768	)
Share of loss of investments accounted for using the equity method	10		(8,992	)		(85,378	)		(171,591	)		(5,430	)
Dividends income			114,753			169,211			223,235			7,064
Impairment loss of investments accounted for using the equity method	10		(94,409	)		—			(442,385	)		(14,000	)
Gains (losses) on disposal of investments	9, 10		231,066			(3,686	)		639,103			20,225
			399,496			348,653			162,790			5,151
Income before Income Tax			6,791,927			7,448,709			14,268,184			451,524
Income Tax Expense	21, 28		(1,229,695	)		(1,606,700	)		(3,050,097	)		(96,522	)
Net Income		$	5,562,232		$	5,842,009		$	11,218,087		$	355,002
Other Comprehensive Income
Items that may be subsequently reclassified to profit or loss
Exchange difference on translation of foreign financial statements	22, 28		(260,136	)		426,113			555,285			17,572
Unrealized gain on available-for-sale financial assets			103,514			692,601			2,948,369			93,303
Income tax relating to items that may be reclassified to profit or loss			(52,377	)		(142,241	)		(165,478	)		(5,237	)
			(208,999	)		976,473			3,338,176			105,638
Items that will not be reclassiflied to profit or loss
Remeasurements of post employment benefit obligations	22, 28		(17,236	)		99,266			(53,911	)		(1,706	)
Income tax relating to items that will not be reclassified to profit or loss			2,930			(16,875	)		9,165			290
			(14,306	)		82,391			(44,746	)		(1,416	)
Other Comprehensive Income for the year, net of tax			(223,305	)		1,058,864			3,293,430			104,222
Total Comprehensive Income for the year		$	5,338,927		$	6,900,873		$	14,511,517		$	459,224
Net Income Attributable to:
Owners of the parent		$	5,562,232		$	5,842,009		$	11,218,087		$	355,002
Total Comprehensive Income Attributable to:
Owners of the parent		$	5,338,927		$	6,900,873		$	14,511,517		$	459,224
Earnings Per Share (in New Taiwan dollars)	29
Basic		$	1.81		$	1.89		$	3.60		$	0.11
Diluted		$	1.80		$	1.87		$	3.57		$	0.11

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

F-4

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(EXPRESSED IN THOUSANDS OF DOLLARS)

							Retained Earnings								Other Comprehensive Income
	Note	Capital Stock		Capital Reserve			Legal Reserve		Special Reserve			Unappropriated Earnings			Unrealized Gain on Valuation of Available- for-sale Financial Assets		Exchange Difference on Translation of Foreign Financial Statements			Remeasurements of post employment benefit obligations			Treasury Stock		Total
		NT$		NT$			NT$		NT$			NT$			NT$		NT$			NT$			NT$		NT$
For the year ended December 31, 2012
Balance at January 1, 2012		$	31,163,611	$	16,453,527		$	7,162,092	$	—		$	3,851,486		$	284,718	$	—		$	—			($964,188)		$57,951,246
Appropriation of earnings for prior years:	21
Legal reserve			—		—			483,724		—			(483,724	)		—		—			—			—		—
Cash dividends			—		—			—		—			(4,371,214	)		—		—			—			—		(4,371,214	)
Changes in capital reserve	20
Other			—		(892	)		—		—			—			—		—			—			—		(892	)
Net income			—		—			—		—			5,562,232			—		—			—			—		5,562,232
Other comprehensive income	22		—		—			—		—			—			46,038		(255,037	)		(14,306	)		—		(223,305	)
Total comprehensive income			—		—			—		—			5,562,232			46,038		(255,037	)		(14,306	)		—		5,338,927
Balance at December 31, 2012		$	31,163,611	$	16,452,635		$	7,645,816	$	—		$	4,558,780		$	330,756		($255,037)			($14,306)			($964,188)	$	58,918,067
For the year ended December 31, 2013
Balance at January 1, 2013		$	31,163,611	$	16,452,635		$	7,645,816	$	—		$	4,558,780		$	330,756		($255,037)			($14,306)			($964,188)	$	58,918,067
Appropriation of earnings for prior years:	21
Legal reserve			—		—			561,961		—			(561,961	)		—		—			—			—		—
Special reserve			—		—			—		244,604			(244,604	)		—		—			—			—		—
Cash dividends			—		—			—		—			(4,217,297	)		—		—			—			—		(4,217,297	)
Cash distribution from capital reserve	20		—		(923,496	)		—		—			—			—		—			—			—		(923,496	)
Share-based compensation	23		—		229,340			—		—			—			—		—						964,188		1,193,528
Net income			—		—			—		—			5,842,009			—		—			—			—		5,842,009
Other comprehensive income	22		—		—			—		—			—			553,748		422,725			82,391			—		1,058,864
Total comprehensive income			—		—			—		—			5,842,009			553,748		422,725			82,391			—		6,900,873
Balance at December 31, 2013		$	31,163,611	$	15,758,479		$	8,207,777	$	244,604		$	5,376,927		$	884,504	$	167,688		$	68,085		$	—	$	61,871,675
For the year ended December 31, 2014
Balance at January 1, 2014		$	31,163,611	$	15,758,479		$	8,207,777	$	244,604		$	5,376,927		$	884,504	$	167,688		$	68,085		$	—	$	61,871,675
Appropriation of earnings for prior years:	21
Legal reserve			—		—			589,228		—			(589,228	)		—		—						—		—
Reversal of special reserve			—		—			—		(244,604	)		244,604			—		—						—		—
Cash dividends			—		—			—		—			(5,609,450	)		—		—						—		(5,609,450	)
Net income			—		—			—		—			11,218,087			—		—						—		11,218,087
Other comprehensive income	22		—		—			—		—			—			2,785,611		552,565			(44,746	)		—		3,293,430
Total comprehensive income			—		—			—		—			11,218,087			2,785,611		552,565			(44,746	)		—		14,511,517
Balance at December 31, 2014		$	31,163,611	$	15,758,479		$	8,797,005	$	—		$	10,640,940		$	3,670,115	$	720,253		$	23,339		$	—	$	70,773,742
Balance at December 31, 2014, in US$	4	$	986,190	$	498,686		$	278,386	$	—		$	336,739		$	116,143	$	22,793		$	739		$	—	$	2,239,676

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

F-5

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF DOLLARS)

		For the years ended December 31,
	Note	2012			2013			2014
		NT$			NT$			NT$			US$
											(Note 4)
Cash flows from operating activities
Consolidated income before tax		$	6,791,927		$	7,448,709		$	14,268,184		$	451,525
Adjustments for:
Depreciation	12, 24		9,522,584			10,447,444			11,840,340			374,694
Amortization	13, 24		577,789			586,295			595,475			18,844
Provision for (reversal of) bad debt expense	7		(10,551	)		1,814			—			—
Net loss on financial liabilities at fair value through profit or loss	14		—			—			321,233			10,166
Interest expense			196,640			270,108			403,080			12,756
Interest income			(117,670	)		(102,416	)		(155,804	)		(4,931	)
Dividend income			(114,753	)		(169,211	)		(223,235	)		(7,064	)
Share-based compensation	23		—			232,056			—			—
Share of loss of investments accounted for using equity method	10		8,992			85,378			171,591			5,430
Impairment loss of investments accounted for using equity method	10		94,409			—			442,385			14,000
Gain on disposal of property, plant and equipment	26		(90,466	)		(96,536	)		(287,947	)		(9,112	)
(Gain) loss on disposal of investment	9, 10		(231,066	)		3,686			(639,103	)		(20,225	)
Impairment loss of property, plant and equipment	26		192,115			111,715			63,722			2,017
Realized intercompany profit			(259	)		(1,030	)		—			—
Foreign currency exchange loss on convertible bonds payable			—			—			516,543			16,346
Foreign currency exchange loss (gain) on long-term loan			(319,555	)		207,928			581,518			18,402
Changes in assets and liabilities related to the operation
Notes receivable			(44,992	)		51,372			7,290			231
Accounts receivable			(2,645,648	)		(2,381,845	)		(3,043,597	)		(96,316	)
Other receivables			(326,578	)		(3,140	)		(152,479	)		(4,825	)
Inventories			837,718			(522,548	)		(696,646	)		(22,046	)
Other current assets-other			(30,225	)		(246,747	)		(73,773	)		(2,335	)
Other non-current assets-other			—			—			43,354			1,372
Accounts payable			(539,575	)		650,991			707,657			22,394
Other payables			(124,408	)		2,317,869			1,191,269			37,698
Other current liabilities			303,683			(215,774	)		270,943			8,574
Other non-current liabilities			(4,207	)		(1,669	)		(4,361	)		(138	)
Cash provided by operations			13,925,904			18,674,449			26,147,639			827,457
Interest received			117,234			94,596			146,544			4,637
Dividend received			120,003			181,469			223,478			7,072
Interest paid			(181,154	)		(261,094	)		(343,152	)		(10,859	)
Income tax paid			(615,855	)		(941,464	)		(1,229,336	)		(38,903	)
Net cash provided by operating activities			13,366,132			17,747,956			24,945,173			789,404

(Continued)

F-6

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(EXPRESSED IN THOUSANDS OF DOLLARS)

		For the years ended December 31,
	Note	2012			2013			2014
		NT$			NT$			NT$			US$
											(Note 4)
Cash flows from investing activities
Proceeds from disposal of available-for-sale financial assets	9	$	220,600		$	—		$	674,622		$	21,349
Proceeds from disposal of investments accounted for using the equity method	10		23,629			3,985			—			—
Increase of investments accounted for using the equity method	10		(618,178	)		(31,717	)		(63,818	)		(2,020	)
Increase in pledged deposits			—			—			(2,900	)		(92	)
Acquisition of property, plant, and equipment	12,30		(15,142,292	)		(14,978,686	)		(19,560,740	)		(619,011	)
Proceeds from disposal of property, plant, and equipment	12		112,838			106,474			315,556			9,986
Increase in refundable deposits			(5,633	)		(61,047	)		(9,205	)		(291	)
Acquisition of intangible assets	13		(138,115	)		(44,932	)		(65,802	)		(2,082	)
Increase in other non-current assets			(325,260	)		(582,338	)		(530,516	)		(16,788	)
Net cash used in investing activities			(15,872,411	)		(15,588,261	)		(19,242,803	)		(608,949	)
Cash flows from financing activities
Proceeds from short-term loans			1,027,075			—			—			—
Proceeds from long-term loans			5,953,356			6,206,000			3,850,000			121,835
Repayment of long-term loans			—			(3,178,166	)		(3,178,166	)		(100,575	)
Proceeds from the issuance of convertible bonds			—			—			12,089,536			382,580
Increase (decrease) in deposit-in			(89,184	)		1,107			140,246			4,438
Payment for cash dividends			(4,371,188	)		(4,217,256	)		(5,609,436	)		(177,513	)
Cash distribution from capital reserve			—			(923,496	)		—			—
Proceeds from transferring treasury stocks to employees	23		—			961,472			—			—
Net cash provided by (used in) financing activities			2,520,059			(1,150,339	)		7,292,180			230,765
Effect on foreign currency exchange			(100,388	)		113,399			184,916			5,852
Net (decrease) increase in cash and cash equivalents			(86,608	)		1,122,755			13,179,466			417,072
Cash and cash equivalents at the beginning of the year			15,939,100			15,852,492			16,975,247			537,191
Cash and cash equivalents at the end of the year	6	$	15,852,492		$	16,975,247		$	30,154,713		$	954,263

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

F-7

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

1. History and Organization

Siliconware Precision Industries Co., Ltd. (the “Company”) was incorporated as a company limited by shares under the Company Law of the Republic of China (R.O.C.) in May 1984, and has been listed on the Taiwan Stock Exchange since April 1993, and on the NASDAQ National Market under the trading symbol of SPIL since June 2000. The Company is mainly engaged in the assembly, testing and turnkey services of integrated circuits. The address of the registered office is No. 123, Sec. 3, Da Fong Rd., Tantzu, Taichung 427, Taiwan, R.O.C.

2. Authorized for Issuance Date and the Procedure

The consolidated financial statements have been authorized for issue by the Audit Committee on April 20, 2015.

3. The Adoption of New and Amended Standards and Interpretations

A. New Standards and Interpretations Not Yet Adopted

New Standards, Amendments, and Interpretations	Content	Effective Date
IFRS 15, ‘Revenue from contracts with customers’	The standard deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 ‘Revenue’ and IAS 11 ‘Construction contracts’ and related interpretations.	January 1, 2017
IFRS 9, ‘Financial instruments’	The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets, namely, amortised cost, fair value through other comprehensive income and fair value through profit and loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss, with the irrevocable option at inception to present changes in fair value in other comprehensive not recycled to profit and loss. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities, there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the “hedged ratio” to be the same as the one management actually use for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under IAS 39.	January 1, 2018

F-8

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

The Company and its subsidiaries (together, the “Group”) is assessing the potential impact of the new standards, interpretations and amendments above and has not yet been able to reliably estimate their impact on the consolidated financial statements.

B. New Standards and Interpretations Adopted

The following standards have been adopted by the group for the first time for the financial year beginning on or after 1 January 2014:

Amendment to IAS 32, ‘Financial instruments: Presentation’ on offsetting financial assets and financial liabilities. This amendment clarifies that the right of set-off must not be contingent on a future event. It must also be legally enforceable for all counterparties in the normal course of business, as well as in the event of default, insolvency or bankruptcy. The amendment also considers settlement mechanisms. The amendment did not have a significant effect on the group financial statements.

Amendments to IAS 36, ‘Impairment of assets’, on the recoverable amount disclosures for non-financial assets. This amendment removed certain disclosures of the recoverable amount of CGUs which had been included in IAS 36 by the issue of IFRS 13.

Amendment to IAS 39, ‘Financial instruments: Recognition and measurement’ on the novation of derivatives and the continuation of hedge accounting. This amendment considers legislative changes to ‘over-the-counter’ derivatives and the establishment of central counterparties. Under IAS 39 novation of derivatives to central counterparties would result in discontinuance of hedge accounting. The amendment provides relief from discontinuing hedge accounting when novation of a hedging instrument meets specified criteria. The Group has applied the amendment and there has been no significant impact on the group financial statements as a result.

IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy if that liability is within the scope of IAS 37 ‘Provisions’. The interpretation addresses what the obligating event is that gives rise to pay a levy and when a liability should be recognised. The Group is not currently subject to significant levies so the impact on the Group is not material.

Other standards, amendments and interpretations which are effective for the financial year beginning on 1 January 2014 are not material to the Group.

4. Summary of Significant Accounting Policies

The accompanying consolidated financial statements are prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

(1) Basis of Preparation

A. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and the interpretations of the IFRS interpretations committee (“IFRIC”). The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss. The preparation requires the use of certain critical accounting estimates and also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

F-9

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

B. The Group has revised the consolidated statements of comprehensive income with effect from 2012 as follows:

• Loss on settlement of $896,250 for the year ended December 31, 2013 previously recorded in “non-operating income and expenses” have been reclassified to operating expenses.

• Gains and losses associated with disposal and impairments of property, plant and equipment of $101,649 and $15,179 for the years ended December 31, 2012 and 2013 previously recorded in “non-operating income and expenses” have been reclassified to operating expenses, under “other income and expenses” line item.

• Miscellaneous income, gains and losses associated with various rental income, proceeds from recycling of waste materials, settlements on disputes with customers and suppliers, excess fees received from customers and suppliers, penalties charged to suppliers and etc., amounted to $106,282 and $76,330 for the years ended December 31, 2012 and 2013 that previously recorded in “non-operating income and expenses” have been reclassified to operating expenses under “other income and expenses” line item.

Management considered the current classifications are more appropriate and consistent with the Group’s normal operational activity and industry practice. Comparative information has been revised to conform to the current period’s presentation.

(2) Principles of Consolidation

Pursuant to IFRS 10, “Consolidated financial statements”, subsidiaries are those entities controlled by the Company or its subsidiaries. The Company controls an entity when the Company is exposed to, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

A. Consolidated subsidiaries:

			% of ownership held by the named investors as of December 31,
Name of investor	Name of subsidiaries	Main operating activities	2013			2014
The Company	SPIL (B.V.I.) Holding Limited	Investment activities		100	%		100	%
SPIL (B.V.I.) Holding Limited	Siliconware USA, Inc. (SUI)	Communications and relationship maintenance with companies headquartered in North America		100	%		100	%
SPIL (B.V.I.) Holding Limited	SPIL (Cayman) Holding Limited	Investment activities		100	%		100	%
SPIL (Cayman) Holding Limited	Siliconware Technology (Suzhou) Limited	Assembly and testing services		100	%		100	%

(3) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker assesses performance and allocates resources based on the economic environment. All of the Company’s segments have similar economic characteristics and meet the criteria of aggreggation. As a result, the Company discloses a single reporting segment by aggregating all the operating segments.

F-10

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(4) Foreign Currency Translation

A. Convenience Translation into US Dollars

The Group maintains its accounting records and prepares its financial statements in New Taiwan (“NT”) dollars. The United States (“US”) dollar amounts disclosed in the 2014 financial statements are presented solely for the convenience of the reader and were translated at the rate of NT$31.60 (in dollars) to US$1.00 (in dollars), which was the noon buying rate as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2014 as the last quoted rate at the balance sheet date. 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.

B. Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in New Taiwan Dollar (“NTD”), which is the presentation currency of the Group and the functional currency of the Company.

C. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized as other (losses)/gains in the income statement.

D. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available-for-sale, are included in other comprehensive income.

E. The results and financial position of the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency. Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet, income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and all resulting exchange differences are recognized in other comprehensive income. Those differences would be recorded as gain or loss of disposal of investments in income statement if disposed.

(5) Acquisition Method for Business Combination

A. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

B. Acquisition-related costs are expensed as incurred.

C. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.

D. Any contingent consideration to be transferred by the Company is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

F-11

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

E. The excess of the consideration transferred and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement.

(6) Classification of Current and Noncurrent Assets / Liabilities

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

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

(b) Assets held mainly for trading purposes;

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

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

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

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

(b) Liabilities arising mainly from trading activities;

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

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

(7) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with banks, time deposits that meet operating short-term cash commitments, and other short-term highly liquid investments with original maturities of 3 months or less.

(8) Accounts Receivable

Accounts receivable is recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. Accounts receivable expected to be collected over one year is 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.

(9) Inventories

Inventories are recorded at cost when acquired under a perpetual inventory system. Cost is determined using the weighted-average method. The cost of work in process comprises raw materials, direct labor, other direct costs and related production overheads based on normal operting capacity. As of the balance sheet date, inventories are stated at the lower of cost or net realizable value by item, except where it may be appropriate to similar groups or related items. Net realizable value is the estimated selling price in the ordinary course of business less all estimated costs of completion and necessary selling expenses.

F-12

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

In the service agreements with and/or purchase orders from customers, the Group and the customer both agree what materials are to be provided by the customer and what materials are to be provided by the Group. Materials provided by the customers are considered consigned materials. According to the service agreement and/or purchase order, title (ownership) of the consigned materials belongs to the customers. The Group does not take title to these consigned materials. The Group does not have any rights or obligations with respect to the consigned materials other than keeping them in good care while under the Group’s custody, and therefore the risk does not transfer to the Group. In addition, the customers are informed of the status and locations of integrated circuits being assembled and/or tested by the Group which provides further evidence that the customers are taking control or monitoring those consigned materials. As such, the Group does not book the consigned materials into its inventory account.

(10) Financial Assets

A. Classification

The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(a) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorized as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as non-current.

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

(c) Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories.

B. Recognition and Measurement

(a) Regular purchases and sales of financial assets are recognized on the trade date (the date on which the Group commits to purchase or sell the asset).

Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the income statement. Other financial assets not carried at fair value through profit or loss are initially recognized at fair value plus transaction costs. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

(b) Financial assets at fair value through profit or loss and available-for-sale financial assets are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the “financial assets at fair value through profit or loss” category are presented in the income statement within “other gains and losses” in the period in which they arise. Changes in the fair value of securities classified as available-for-sale are recognized in other comprehensive income. Dividend income from these two assets is recognized in the income statement when the Group’s right to receive payments is established.

F-13

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(c) Loans and receivables and held-to-maturity investments are subsequently carried at amortized cost using the effective interest method. The interest arising subsequently is recognized in “other income” in the income statement.

(d) When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognized in equity are recognized in the income statement.

C. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

(11) Impairment of Financial Assets

A. Assets carried at amortized cost

(a) The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial asset is impaired and impairment losses are incurred only if:

i. There is objective evidence of impairment as a result of one or more events that occurred after initial recognition of the asset (a “loss event”), and

ii. That loss event has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment includes:

i. The debtor or the issuer is experiencing significant financial difficulty;

ii. Default or delinquency in interest or principal payment;

iii. The probability that the debtor or debtors will enter bankruptcy or other financial reorganisation; and

iv. Where observable data indicates that there is a measurable decrease in the estimated future cash flow, such as:

• The repayment condition of the debtor to the group of assets deteriorated

• Changes in areas or economic conditions that correlate with defaults

(b) For these assets, the amount of the loss is measured as the difference between the assets’ carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the allowance account and the amount of the loss is recognized in the consolidated income statement. In a subsequent period, if the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the previously recognized impairment loss is recognized in the consolidated income statement.

B. Available-for-sale assets

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity investments classified as available-for-sale, any significant unfavorable change that takes place in the technical, market, economic, or legal environments where the issuer operates indicates the possibility that the investment cost of the equity instrument may not be recovered and a significant or prolonged decline in the fair value of the security below its cost are evidences that the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss—measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss – is removed from equity and recognized in profit or loss. Impairment losses recognized in the consolidated income statement on equity instruments are not reversed through the consolidated income statement.

F-14

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(12) Equity Method Investments (Investments in Associate and Joint Arrangements)

Investment in associate

A. Associates, which are accounted for using the equity method of accounting, are all entities over which the Group has significant influence, which means the power to participate in the financial and operating policy decisions of the investees, but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.

Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition. The Group’s investment in associates includes goodwill identified on acquisition.

B. The Group’s share of post-acquisition profit or loss is recognized in the income statement, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

C. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate. Dilution gains and losses arising in investments in associates are recognized in the income statement.

Investment in joint arrangements

A. Investments in joint arrangement are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The Group has assessed the nature of its joint arrangement and determined it to be a joint venture which is accounted for using the equity method.

B. Under the equity method of accounting, interests in joint ventures are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures, the Group does not recognize further losses, unless it has incurred obligation or made payments on behalf of the joint ventures.

Other significant policies of the equity method

Profits and losses resulting from upstream and downstream transactions between the Group and its associates or joint ventures are recognized in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates or joint ventures. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Material accounting standard differences between associates or joint ventures and the Group were properly assessed and recorded.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate or joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in “other gains and losses” in the income statement.

F-15

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(13) Property, Plant and Equipment

A. Property, plant and equipment are stated at historical cost less accumulated depreciation and impairments. The acquisition costs include the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating, and the obligations to dismantle and remove the items and restore the site on which they are located. The subsequent costs will only be recognized under the conditions that future economic benefits associated with the item will flow to the Group and the item cost can be measured reliably. The carrying amount of the replaced part is derecognized. Day-to-day servicing costs and repairment expenditures are recognized as expenses as incurred.

B. The Group capitalizes borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The capitalized borrowing costs will be depreciated through the residual useful lives of related items. Borrowing costs which do not qualify for capitalization are recognized in profit or loss.

C. If a material part of replacing items of property, plant and equipment has different useful life from the main asset, it should be recognized and depreciated separately. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives. The useful lives of property, plant and equipment are 5 to 15 years, except for buildings, which are 20 to 55 years.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each fiscal year.

D. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within “Other income and expenses” in the income statement.

(14) Intangible Assets

Intangible assets are the expenditures of license fees and computer software. License fees are capitalized at historical cost. Acquired computer software is capitalized on the basis of the costs incurred to acquire and bring to use the specific software. Both license fees and computer software are intangible assets with limited useful lives. They are subsequently measured at cost less accumulated amortization and impairment. Computer software is amortized over three years whereas license fees are amortized over their economic lives or the contract years using straight-line method.

(15) Impairment of Non-financial Assets

A. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash-generating units). The recoverable amount is the higher of an asset’s fair value, defined as the price that would be received to dispose an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, less costs to dispose, or it’s value in use. The value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit.

B. An impairment loss recognized in prior periods for an asset other than goodwill shall be reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The carrying amount of the asset shall be reversed to its recoverable amount. The increased carrying amount of an asset attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.

(16) Accounts Payable

Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. Accounts payable of which payment due is within one year or less are not discounted while their fair value are close to the value in maturity and they are transacted actively.

F-16

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(17) Financial liabilities at fair value through profit or loss

A. Financial liability is classified in fair value through profit or loss while it is held for trading or identified at fair value through profit or loss on initial recognition. A financial liability is held for trading if it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term, or if it is a derivative that is neither classified as a financial guarantee contract nor designated and effective as a hedging instrument. A financial liability is designated as at fair value through profit or loss upon initial recognition if:

i. Such designation eliminates or significantly reduces a measurement or recognition in consistency that would otherwise arise; or

ii. The financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

iii. It forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to be designated as at fair value through profit or loss.

B. Financial liabilities at fair value through profit or loss are stated at fair value upon initial recognition, and the related transaction cost are expensed immediately. In subsequent measurement, the Group measures fair value fluctuation in current profit or loss.

(18) Convertible Bonds

Convertible bonds issued by the Company contain liability, conversion option, redemption option and put option (collectively the “Bonds Options”) components. The Company assesses if the economic characteristics and risks of the redemption option and put embedded in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity component. For the embedded derivative that is not closely related to the host contract, it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies as an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IAS 39. The conversion option that will be settled other than by the exchange of a fixed amount of cash or other financial asset for a fixed number of the Company’s own equity instruments is classified as a conversion option derivative.

At the date of offering, the Bonds Options components are classified as a derivative liability and subsequently measured at fair value through profit and loss. The liability component excluding the Bonds Options is measured at amortized cost using the effective interest method. Transaction costs that relate to the offering of the convertible bonds are allocated to the liability and the Bonds Options components in proportion to their relative fair values. Transaction costs relating to the Bonds Options are recognized immediately in profit or loss. Transaction costs relating to the liability component are included in the carrying amount of the liability component and amortized using the effective interest method.

If the convertible bondholders exercise their conversion right before maturity, the Company shall adjust the carrying amount of the liability components. The adjusted carrying amounts of the liability components at conversion are credited to capital stock and capital reserve. In addition, the liability components of convertible bonds is classified as a current liability if within 12 months the bondholders may exercise the put right. After the put right expires, the liability component of the convertible bonds should be reclassified as a non-current liability if it meets the definition of a non-current liability in all other respects.

F-17

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(19) Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred, and subsequently carried at amortized cost. Any difference between the proceeds, net of transaction costs, and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

(20) Derecognition of financial liabilities

The Group shall remove a financial liability from its balance sheet when the obligation specified in the contract is discharged or cancelled or expired.

(21) Income Tax

A. The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

B. The current income tax is calculated on the basis of the tax law enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

C. Additional 10% undistributed earnings tax is estimated and recognized during the period when income is earned.

D. Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

E. Except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the forseeable future, deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates, and joint arrangements. Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilized.

F. Deferred income tax assets and liabilties are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balance on a net basis.

G. Deferred income tax assets are recognized on deductible temporary differences only to the extent that there is sufficient taxable profit available against which the temporary difference can be utilized. 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.

F-18

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(22) Employee Benefits

A. Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

B. For defined contribution plans, the Group pays contributions to a publicly or privately administered pension fund. The contributions are recognized as employee benefit expenses when they are due. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits.

C. For defined benefit plan, the liability recognized in the balance sheet is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of government bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension obligation.

The current service cost of the defined benefit plan, recognized in the income statement in employee benefit expense, except where included in the cost of an asset, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes curtailments and settlements.

D. For employees’ bonuses and directors’ and supervisors’ remunerations, the Group recognizes cost/expense and related liability when the Group has legal obligation and could reasonably estimate such amount. Any difference between estimated amount and distributed amount resolved in the stockholders’ meeting in the subsequent year shall be adjusted in the income/loss of the following year.

(23) Provision

A. Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognized for future operating losses.

B. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

C. A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. A present obligation that arises from past events but is not recognized because either that it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or that the amount of the obligation cannot be measured with sufficient reliability.

(24) Revenue Recognition

The Group provides assembly, testing, and turnkey services for integrated circuits. The Group recognizes revenue when:

A. the amount of revenue can be measured reliably;

B. it is probable that the economic benefits associated with the transaction will flow to the entity;

F-19

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

C. the stage of completion of the transaction at the end of the reporting period can be measured reliably;

D. the costs incurred for the transaction and the cost to complete the transaction can be measured reliably.

Services provided by the Group include wafer bumping, wafer sort, IC packaging and final testing. Actual services and fees of the Group may vary by customers and are pre-agreed before provision of services. The Group regards each of the captioned services as a separate stage. Fees for each stage of services are negotiated independently and the fee for a specific stage is the then market price for that stage. Revenue is recognized when each stage of services has been completed. Each stage is performed as a whole and may not be separated or proportioned. The allowance is estimated by historical experiences and recorded as a deduction to the revenue.

(25) Lease

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

(26) Treasury Stock

Where any Group company purchases the Company’s equity share capital (treasury stock), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

(27) Share-based Compensation

The Group operates an equity-settled, share-based compensation plan under which the Group receives services from employees as consideration for equity instruments of the Group. The fair value of the employee services received in exchange for the grant of the shares is recognized as an expense during the vesting period. The total amount to be expensed is determined by reference to the fair value of the shares granted.

5. Critical Accounting Estimates and Judgments

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates may differ from the actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(1) Deferred Income Tax

By using the liability method, the Group recognizes future deferred tax assets and deferred tax liabilities, which are incurred from temporary differences and investment credits. While assessing the reliability of deferred tax assets, management exercises material accounting judgments and estimates, including assumptions related to projected growth of future revenues, profitability, tax-free period, usage of tax credits, and tax planning. Any variations in global economic and industrial conditions, and changes in regulations will impact the amount of current income tax expense and the net value of deferred tax assets. For more information, please refer to Note 28.

(2) Pension Benefits

The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate, future salary increase rate and etc. Any changes in these assumptions will impact the carrying amount of pension obligations. Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in Note 18.

F-20

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(3) Fair Value of Financial Instruments

The fair value of derivatives and other financial instruments that are not traded in active market is determined by using valuation techniques. The Group uses its professional judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For valuing these financial instruments, the Group maximizes the use of observable market data where it is available and rely as little as possible on entity specific estimates. For sensitivity analyses, please refer to Note 38.

6. Cash and Cash Equivalents

	As of December 31,
	2013		2014
	NT$		NT$
Cash on hand and petty cash		1,279		1,331
Cash equivalents		8,397		7,500
Saving and checking accounts		2,552,202		3,486,490
Time deposits		14,413,369		26,659,392
		16,975,247		30,154,713

7. Accounts Receivable, Net

	As of December 31,
	2013			2014
	NT$			NT$
Accounts receivable		15,545,077			18,845,257
Less: Allowance for sales discounts		(188,154	)		(275,705	)
Allowance for doubtful accounts		(2,539	)		(1,695	)
		15,354,384			18,567,857

The maximum exposure to credit risk at the reporting date is the carrying value of receivables mentioned above. It was assessed that these receivables are highly likely to be recovered; therefore the credit risk is low. Please refer to Note 36 B for relevant analysis.

Movements on the Group’s allowance for doubtful accounts are as follows:

	For the years ended December 31,
	2013			2014
	NT$			NT$
Balance as of January 1,		845			2,539
Allowance for doubtful accounts		1,814			—
Write-offs		(165	)		—
Effects of foreign currency exchange		45			(844	)
Balance as of December 31,		2,539			1,695

The individually impaired receivables mainly relate to our customers which are in unexpectedly difficult economic situations.

F-21

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

8. Inventories

	As of December 31,
	2013			2014
	NT$			NT$
Raw materials and supplies		3,355,721			3,955,748
Work in process		423,479			568,735
		3,779,200			4,524,483
Less: Allowance for loss on obsolescence and decline in market value of inventories		(111,608	)		(143,348	)
		3,667,592			4,381,135

The above allowance for loss on obsolescence and decline in market value of inventories were caused by the valuation of raw materials and supplies.

	For the years ended December 31,
	2012			2013			2014
	NT$			NT$			NT$
Expense / loss incurred related to inventories :
Cost of goods sold		52,955,663			54,954,324			62,070,282
Decline in (recovery of) market value and loss on obsolescence		38,109			(13,246	)		31,258
Others		(78,173	)		(15,404	)		(20,275	)
		52,915,599			54,925,674			62,081,265

In 2013, the Group disposed certain obsolete inventories and reversed the amount of “Decline in market value and loss on obsolescence” correspondingly.

9. Available-for-sale Financial Assets

	As of December 31,
	2013		2014
	NT$		NT$
Common Stock		5,904,064		8,799,109
Fund		182,989		200,794
		6,087,053		8,999,903

A. The Company did not dispose any of its available-for-sale financial assets for the year ended December 31, 2013; however, the Company disposed of 800 thousand and 1,225 thousand common shares of available-for-sale financial assets and recognized a gain on disposal of $194,392 and $639,103 for the years ended December 31, 2012 and 2014, respectively.

B. The Company recorded unrealized gains of $103,541, $692,601 and $2,948,369 for the change of fair value of available-for-sale financial assets in other comprehensive income for the years ended December 31, 2012, 2013 and 2014, respectively.

F-22

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

10. Investments Accounted for Using the Equity Method

(1) Investments in associates

	Carrying Amount				% of ownership interest
Associates and the	As of December 31,		As of December 31,		As of December 31,			As of December 31,
Principal Place of Business	2013		2014		2013			2014
	NT$		NT$
AcSiP Technology Corp.
Taiwan, R.O.C.		78,469		52,763		11.99	%		12.08	%
Microcircuit Technology (S) Pte. Ltd.
Singapore		—		23,627		—			42.27	%
		78,469		76,390

A. The Company acquired common shares of AcSiP Technology Corp. (AcSiP) to upgrade assembly related technology. Although the Company holds less than 20% of the equity shares of AcSiP, the Company exercises significant influence by appointing one director of the Board of Directors in AcSiP, thus continues to apply equity method accounting. As a result of the increase of AcSiP’s issued shares, which were not purchased or obtained proportionally by the Company, equity investments and gain on disposal of investments of $19,562 and ($4,330) were adjusted for the years ended December 31, 2012 and 2013, respectively. In addition, the Company disposed 158 thousand and 100 thousand shares and recognized gain on disposal of investments of $17,112 and $644 for the years ended December 31, 2012 and 2013, respectively. In June 2012, 2013 and 2014, the investee distributed cash dividends which could be deemed as return of investment cost under the equity method, and the Company decreased equity investments of $5,250, $12,259 and $243. As of December 31, 2014, the ownership over the investee increased due to the common stock buy-back plan performed by AcSiP. The Company accounted for such increase in ownership interests as additional acquisition.

B. Pursuant to IAS 36, “Impairment of Assets”, the Company assessed its equity investee, Vertical Circuits, Inc. (VCI), which filed for bankruptcy in July 2012, and determined that the carrying amount exceeded the recoverable amount. As a result, the Company recognized total residual book value of $94,409 as impairment loss.

C. In order to develop new generation substrates and increase substrate supply sources, the Company acquired 22,865 thousand shares of Microcircuit Technology (S) Pte. Ltd. (MCT) for $618,178 (US$20,500 thousand) and obtained 42.27% of the voting rights in July 2012. Under the contractual agreement, a unanimous consent from all shareholders was required for all MCT’s relevant activities. The Company determined it has joint control over MCT and accounted for as a joint venture investment.

In 2013 and 2014, the Company increased the investment in MCT amounted to $31,718 (US$1,060 thousand) and $63,818 (US$2,114 thousand), respectively, while maintaining its relative share ownership. However, in September 2014, another joint venture investor, AEM Holdings Ltd., sold all of its shares to a third party, PBT Pte. Ltd., at a price that was relatively lower than the holding price of the Company. The Company believed that the transaction is an impairment indicator. The recoverable amount, determined based on fair value less cost to disposal, was lower than the investment’s carrying amount, and the Company recognized an impairment loss of $442,385 in 2014. The recoverable amount is a non-recurring fair value which was measured using observable inputs, being the share selling price by AEM Holdings Ltd., and is therefore within level 2 of the fair value hierarchy. In December 2014, the Company entered into a new contractual agreement with PBT Pte. Ltd. under which the Company no longer held joint control over MCT. Therefore, the investment in MCT was reclassified from “Joint Venture” to “Associate”.

F-23

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

D. Summarized financial information for associates as of December 31, 2013 and 2014:

	AcSiP				MCT
	2013		2014		2014
	NT$		NT$
Current Assets		619,707		385,286		100,292
Non-current Assets		18,542		18,180		694,563
Current Liabilities		54,767		39,832		131,536
Non-current Liabilities		10,148		—		59

	AcSiP								MCT
	2012		2013			2014			2014
	NT$		NT$			NT$			NT$
Net operating revenues		3,054,632		778,776			835,054			104,281
Net Income (Loss)		94,805		15,000			(204,815	)		(311,326	)
Other Comprehensive Income		—		—			—			(16,036	)
Total Comprehensive Income		94,805		15,000			(204,815	)		(327,362	)
Share of loss of associates accounted for using equity method		16,015		(5,866	)		(24,175	)		(147,416	)

E. The fair value of the investments accounted for using the equity method in publicly traded stocks, calculated by the closing price at the balance sheet date, are summarized as follows:

	As of December 31,
	2013		2014
	NT$		NT$
AcSiP Technology Corp.		78,845		28,468

(2) Investment in joint venture

	As of December 31, 2013
Joint Venture and the Principal Place of Business	Carrying Amount		% of ownership interest
	NT$
Microcircuit Technology (S) Pte. Ltd. (MCT) Singapore		537,489		42.27	%

F-24

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

Summarized financial information for joint venture

	As of
	December 31, 2013
	NT$
Cash and Cash Equivalent		173,328
Current Assets		147,625
Noncurrent Assets		656,235
Current Financial Liabilities		15,922
Current Liabilities		110,610
Noncurrent Financial Liabilities		11,012
Noncurrent Liabilities		—

	For the Years Ended December 31,
	2012		2013
	NT$		NT$
Net operating revenues		301,054		235,792
Depreciation and Amortisation		96,386		66,783
Interest Income		592		1,813
Interest Expense		7,194		1,034
Income Tax Expense		—		—
Net Loss		106,139		187,802
Other Comprehensive Income		29,945		(43,431	)
Total Comprehensive Loss		136,084		144,371

Note: Since MCT has been reclassified from “Joint Venture” to “Associate,” related financial information for the fiscal year 2014 is disclosed in “Investments in Associates.”

(3) Reconciliation of Summarized Financial Information

Reconciliation of the summarized financial information presented to the carrying amount of its interest in associates and joint venture.

	AcSiP						MCT
	2013			2014			2013			2014
	NT$			NT$			NT$			NT$
Summarized financial information
Opening net assets at January 1,		667,338			573,334			908,979			839,645
Net Income for the year		15,000			(204,815	)		(187,802	)		(311,326	)
Capital increase by cash		—			—			75,037			150,977
Foreign exchange differences		—			—			43,431			(16,036	)
Others		(109,004	)		(4,886	)		—			—
Closing net assets at December 31,		573,334			363,633			839,645			663,260
Interest in investees		68,743			44,286			354,918			280,360
Unrealized intercompany profit		—			—			59			—
Goodwill (Note)		9,726			8,477			182,512			—
Impairments		—			—			—			(256,733	)
Carrying value at December 31,		78,469			52,763			537,489			23,627

Note: MCT’s goodwill of $185,652 was fully impaired in 2014. Total impairment charge in MCT amounted to $442,385.

F-25

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

11. Financial Instruments by Category

	As of December 31, 2013
	Carried at amortized cost		Carried at fair value		Total as per balance sheet
	NT$		NT$		NT$
Financial Assets
Loans and receivables
Cash and Cash Equivalent		16,975,247		—		16,975,247
Notes Receivable		17,109		—		17,109
Accounts Receivable		15,354,384		—		15,354,384
Other Receivables		611,227		—		611,227
Time deposits (shown as Other Current Asset-Other)		336,700		—		336,700
Refundable deposits (shown as Other Non-Current Assets—Other)		77,631		—		77,631
Available-for-sale financial assets		—		6,087,053		6,087,053
		33,372,298		6,087,053		39,459,351
Financial Liabilities
Amortised cost
Short-term Loans		2,533,850		—		2,533,850
Accounts Payable		6,542,050		—		6,542,050
Other Payables		9,214,227		—		9,214,227
Receipts under custody (shown as Other Current Liabilities—Other)		91,343		—		91,343
Long-term Loans (include Current Portion)		18,509,753		—		18,509,753
Deposits received (shown as Other Non-Current Liabilities)		377,327		—		377,327
		37,268,550		—		37,268,550

	As of December 31, 2014
	Carried at amortized cost		Carried at fair value		Total as per balance sheet
	NT$		NT$		NT$
Financial Assets
Loans and receivables
Cash and Cash Equivalent		30,154,713		—		30,154,713
Notes Receivable		10,197		—		10,197
Accounts Receivable		18,567,857		—		18,567,857
Other Receivables		813,545		—		813,545
Time deposits (shown as Other Current Asset-Other)		339,600		—		339,600
Refundable deposits (shown as Other Non-Current Assets—Other)		90,521		—		90,521
Available-for-sale financial assets		—		8,999,903		8,999,903
		49,976,433		8,999,903		58,976,336
Financial Liabilities
Amortised cost
Short-term Loans		2,690,250		—		2,690,250
Notes Payable		735,000		—		735,000
Accounts Payable		7,285,963		—		7,285,963
Other Payables		10,171,755		—		10,171,755
Receipts under custody (shown as Other Current Liabilities—Other)		88,140		—		88,140
Deposits received (shown as Other Current Liabilities and Non-Current Liabilities)		141,468		—		141,468
Convertible bonds payable		11,875,483		—		11,875,483
Long-term Loans (include Current Portion)		19,764,214		—		19,764,214
Long-term payable (shown as Other Non-Current Liabilities—Other)		285,300		—		285,300
Financial liability at fair value through profit or loss—current		—		1,095,552		1,095,552
		53,037,573		1,095,552		54,133,125

F-26

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

12. Property, Plant and Equipment

A. Cost, accumulated depreciation, and accumulated impairment by category

	As of December 31, 2013
			Accumulated			Accumulated
	Cost		depreciation			Impairment			Book value
	NT$		NT$			NT$			NT$
Land		2,903,192		—			—			2,903,192
Buildings		21,020,767		(8,209,595	)		—			12,811,172
Machinery and equipment		68,744,533		(36,028,610	)		(216,325	)		32,499,598
Utility equipment		1,451,857		(928,409	)		(270	)		523,178
Furniture and fixtures		970,493		(594,223	)		(338	)		375,932
Other equipment		4,454,150		(1,948,460	)		(5,062	)		2,500,628
Construction in progress and equipment awaiting for inspection		3,583,051		—			—			3,583,051
		103,128,043		(47,709,297	)		(221,995	)		55,196,751

	As of December 31, 2014
			Accumulated			Accumulated
	Cost		depreciation			Impairment			Book value
	NT$		NT$			NT$			NT$
Land		2,903,192		—			—			2,903,192
Buildings		22,789,352		(9,636,672	)		—			13,152,680
Machinery and equipment		71,922,606		(38,147,664	)		(85,639	)		33,689,303
Utility equipment		1,567,405		(1,002,602	)		(426	)		564,377
Furniture and fixtures		986,743		(633,244	)		(1,317	)		352,182
Other equipment		5,075,725		(2,229,454	)		(5,979	)		2,840,292
Construction in progress and equipment awaiting for inspection		10,018,645		—			—			10,018,645
		115,263,668		(51,649,636	)		(93,361	)		63,520,671

B. Movement from period beginning to period end

(a) From January 1, 2013 to December 31, 2013

i. Cost	For the year ended December 31, 2013
	Balance as of										Exchange		Balance as of
	January 1, 2013		Additions		Disposals			Transfers			Differences, Net		December 31, 2013
	NT$		NT$		NT$			NT$			NT$		NT$
Land		2,903,192		—		—			—			—		2,903,192
Buildings		18,992,837		1,059,822		(17,442	)		889,738			95,812		21,020,767
Machinery and equipment		62,618,808		9,949,625		(6,244,376	)		2,281,646			138,830		68,744,533
Utility equipment		1,306,963		177,148		(92,608	)		31,276			29,078		1,451,857
Furniture and fixtures		1,019,541		86,776		(161,736	)		20,835			5,077		970,493
Other equipment		3,225,829		1,145,539		(244,502	)		148,236			179,048		4,454,150
Construction in progress and equipment awaiting for inspection		3,804,518		3,097,602		—			(3,371,731	)		52,662		3,583,051
		93,871,688		15,516,512		(6,760,664	)		—			500,507		103,128,043

F-27

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

ii. Accumulated depreciation	For the year ended December 31, 2013
	Balance as of										Exchange		Balance as of
	January 1, 2013		Additions		Disposals			Transfers			Differences, Net		December 31, 2013
	NT$		NT$		NT$			NT$			NT$		NT$
Buildings		6,962,635		1,243,901		(17,442	)		—			20,501		8,209,595
Machinery and equipment		33,641,507		8,422,269		(6,124,793	)		26,008			63,619		36,028,610
Utility equipment		856,567		143,440		(91,227	)		—			19,629		928,409
Furniture and fixtures		633,602		118,358		(160,747	)		—			3,010		594,223
Other equipment		1,614,121		519,476		(237,669	)		(26,008	)		78,540		1,948,460
		43,708,432		10,447,444		(6,631,878	)		—			185,299		47,709,297

iii. Accumulated impairment	For the year ended December 31, 2013
	Balance as of							Exchange		Balance as of
	January 1, 2013		Additions		Disposals			Differences, Net		December 31, 2013
	NT$		NT$		NT$			NT$		NT$
Machinery and equipment		227,265		105,620		(118,973	)		2,413		216,325
Utility equipment		1,578		31		(1,381	)		42		270
Furniture and fixtures		321		948		(937	)		6		338
Other equipment		6,686		5,116		(6,824	)		84		5,062
		235,850		111,715		(128,115	)		2,545		221,995

(b) From January 1, 2014 to December 31, 2014

i. Cost	For the year ended December 31, 2014
	Balance as of										Exchange		Balance as of
	January 1, 2014		Additions		Disposals			Transfers			Differences, Net		December 31, 2014
	NT$		NT$		NT$			NT$			NT$		NT$
Land		2,903,192		—		—			—			—		2,903,192
Buildings		21,020,767		329,570		(330	)		1,308,922			130,423		22,789,352
Machinery and equipment		68,744,533		8,966,134		(7,902,085	)		1,582,215			531,809		71,922,606
Utility equipment		1,451,857		89,415		(84,575	)		75,746			34,962		1,567,405
Furniture and fixtures		970,493		93,966		(88,672	)		3,550			7,406		986,743
Other equipment		4,454,150		630,400		(407,894	)		371,938			27,131		5,075,725
Construction in progress and equipment awaiting for inspection		3,583,051		9,760,058		(1,342	)		(3,357,944	)		34,822		10,018,645
		103,128,043		19,869,543		(8,484,898	)		(15,573	)		766,553		115,263,668

Pursuant to future operating expansion, the Group issued non-interest bearing notes payables to acquire a factory building from ProMos Technologies Inc. at a price of $6,400,000 in August 2014. The factory building is located at Taiwan Central Science Park, No. 19, Keya Road, Daya District, Taichung City, Taiwan. As of December 31, 2014, the facility building and related equipment were classified under “Construction in progress and equipment awaiting for inspection”, and the remaining notes payables are $735,000, which are due in January 2015.

ii. Accumulated depreciation	For the year ended December 31, 2014
	Balance as of										Exchange		Balance as of
	January 1, 2014		Additions		Disposals			Transfers			Differences, Net		December 31, 2014
	NT$		NT$		NT$			NT$			NT$		NT$
Buildings		8,209,595		1,398,880		(331	)		(758	)		29,286		9,636,672
Machinery and equipment		36,028,610		9,504,967		(7,705,268	)		9,873			309,482		38,147,664
Utility equipment		928,409		134,818		(84,404	)		—			23,779		1,002,602
Furniture and fixtures		594,223		121,690		(87,391	)		(11	)		4,733		633,244
Other equipment		1,948,460		679,985		(401,877	)		(9,104	)		11,990		2,229,454
		47,709,297		11,840,340		(8,279,271	)		—			379,270		51,649,636

F-28

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

iii. Accumulated impairment	For the year ended December 31, 2014
	Balance as of							Exchange		Balance as of
	January 1, 2014		Additions		Disposals			Differences, Net		December 31, 2014
	NT$		NT$		NT$			NT$		NT$
Machinery and equipment		216,325		56,349		(189,101	)		2,066		85,639
Utility equipment		270		325		(171	)		2		426
Furniture and fixtures		338		1,972		(1,008	)		15		1,317
Other equipment		5,062		5,076		(4,279	)		120		5,979
		221,995		63,722		(194,559	)		2,203		93,361

C. There is no interest capitalized for the years ended December 31, 2012, 2013 and 2014.

D. For idle equipment, the Group adopted fair value less cost to dispose method to measure their recoverable amount and recognized impairment loss of $192,115, $111,715 and $63,722 for the years ended December 31, 2012, 2013 and 2014, respectively.

13. Intangible Assets

	For the year ended December 31, 2013
	Balance as of January 1, 2013		Additions		Amortizations			Exchange Differences, Net		Balance as of December 31, 2013
	NT$		NT$		NT$			NT$		NT$
License Fee		365,517		7,408		(115,805	)		—		257,120
Software		150,570		37,524		(90,344	)		443		98,193
		516,087		44,932		(206,149	)		443		355,313
	For the year ended December 31, 2014
	Balance as of January 1, 2014		Additions		Amortizations			Exchange Differences, Net		Balance as of December 31, 2014
	NT$		NT$		NT$			NT$		NT$
License Fee		257,120		32,177		(115,035	)		—		174,262
Software		98,193		33,625		(57,506	)		596		74,908
		355,313		65,802		(172,541	)		596		249,170

For the years ended December 31, 2012, 2013 and 2014, amortizations of $6,701, $6,665 and $7,441 are included in “operating cost”, and amortizations of $198,191, $199,484 and $165,100 are included in “operating expense” in the income statement.

F-29

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

14. Financial liabilities at fair value through profit or loss

There were no financial liabilities at fair value through profit or loss for the year ended December 31, 2013. As of December 31, 2014, the detail of financial liabilities at fair value through profit or loss is as follow:

	As of December 31, 2014
	NT$
Conversion option, redemption option and put option of convertible bonds upon initial recognition (Note 15)		774,319
Valuation adjustments		321,233
		1,095,552

The net loss of financial liabilities held for trading recognized in profit or loss was $321,233 for the year ended December 31, 2014

15. Convertible bonds

There were no convertible bonds outstanding as of December 31, 2013. As of December 31, 2014, the detail of convertible bond is as follow:

	As of December 31, 2014
	NT$
Unsecured overseas convertible bonds		13,327,948
Less: Discounts on bonds payable		(1,452,465	)
		11,875,483

In October 2014, the Company issued the fourth unsecured overseas convertible bonds (the “Bonds”) in US$400,000 thousand. The Bonds are zero coupon bonds with the maturity of 5 years, with par value of US$250 thousand or in any integral multiples thereof.

Key terms and conditions of the Bonds are as follows:

A. Each holder of the Bonds has the right to convert at any time starting from the day immediately following 40 days after the issue date to 10 days prior to the maturity date, except during legal lock-up period, into newly issued listed common shares or American Depository shares (“ADSs”) at the conversion price NT$53.1038 dollars, determined on the basis of a fixed exchange rate of US$1 to NT$30.392 (in dollar). The conversion price will be adjusted in accordance with the conversion provisions due to anti-dilution clause.

B. Unless previously redeemed, repurchased and cancelled, or converted, the Bonds will be redeemed by the Company on the maturity date at an amount equal to 105.11% of the principals, with repayment made in US dollars.

C. Each holder shall have the right to request the Company repurchase all or any portion of the principal amount thereof of a holder’s Bonds (1) on or after the third anniversary of the offering date, (2) in the event of a change of control, or (3) in the event of delisting. Unless the Bonds have been previously redeemed, repurchased and cancelled, or converted, each Bondholder shall have the right to request the Company to redeem, in whole or in part, of the Bonds held by such Bondholder, on the third anniversary of the issue date, at an amount equal to 103.04% of the principals (“Early Redemption Amount”).

F-30

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

D. The Company may redeem the Bonds in whole or in part, from 3 years after the issuance date, at a price equal to the Early Redemption Amount, provided that the closing price of the Company’s common shares on the Taiwan Stock Exchange, converted into US dollars at the prevailing exchange rate, on 20 trading days within a period of 30 consecutive trading days, is at least 130% of the Early Redemption Amount divided by the conversion ratio. The Company may, in whole but not in part, redeem all of the Bonds at the Early Redemption Amount in the event that more than 90% of the Bonds have been previously redeemed, converted, or repurchased or cancelled, or in the event of changes in the R.O.C.’s tax rules which result in significant unfavorable tax consequences to the Company.

E. The Bonds contained a debt host contract, recognized as convertible bonds, and the Bonds Options were aggregately recognized as financial liabilities at fair value through profit or loss. The effective interest rate of the debt host contract was 2.407% and the aggregate fair value of the Bonds Options was $774,319 on initial recognition.

16. Loans

A. Short-term Loans

	As of December 31,
	2013	2014
	NT$	NT$
Credit loans	2,533,850	2,690,250
Interest rates	1.06%~1.14%	1.0655%

B. Long-term Loans

		Loan period and	As of December 31,
Name of financial institution	Line of credit	repayment method	2013			2014
			NT$			NT$
Mega International Commercial Bank (The management bank of syndicated loans)	NT$5 billion and US$0.15 billion	2010.10.29~2015.10.29 Repayables in 6 semi- annually installments starting from April 2013		6,318,833			3,251,667
Mega International Commercial Bank (The management bank of syndicated loans)	NT$32.57 billion and US$0.25 billion	2012.8.10~2017.8.10 Repayables in 6 semi- annually installments starting from February 2015		10,720,750			11,182,000
China Development Financial Holding Corporation	NT$1.5 billion	2013.12.31~2016.12.31 Extendible when due		1,500,000			1,500,000
HSBC Bank (Taiwan) Limited	NT$0.85 billion	2014.8.11~2018.12.13 Repayables in 5 semi- annually installments starting from December 2016		—			850,000
Bank of Taiwan	NT$1.5 billion	2014.8.11~2018.12.10 Repayables in 6 semi- annually installments starting from June 2016		—			1,500,000
Mega International Commercial Bank	NT$1.5 billion	2014.8.11~2019.8.11 Repayables in 6 semi- annually installments starting from February 2017		—			1,500,000
Less: arrangement fee of syndicated loans				(29,830	)		(19,453	)
Current portion				(3,154,196	)		(6,970,152	)
				15,355,557			12,794,062
Available lines of credit				6,350,000			2,500,000
Interest rate				0.8964%~1.7548	%		0.9313%~1.5856	%

F-31

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(1) In order to fulfill the requirements of operational and capital expenditures, the Company entered into syndicated loan agreements with eleven financial institutions, including Mega International Commercial Bank, the management bank, in October 2010 and August 2012, respectively. All long-term loans are with credit periods of five years and are floating interest rate loans.

(2) Pursuant to the loan agreement, the Company should maintain, on a semi-annual and annual basis, certain debt covenants, such as current ratio, liability to tangible net worth ratio as well as the ratio of interest coverage. For the years ended December 31, 2012, 2013 and 2014, the Company has been in compliance with all the debt covenants. For information of debt covenants, please refer to Note 37.

17.Other Payables

	As of December 31,
	2013		2014
	NT$		NT$
Payables for equipment		3,105,262		2,737,715
Payables for employees’ compensations		2,768,921		3,672,966
Others		3,340,044		3,761,074
		9,214,227		10,171,755

18. Post-employment Benefit

A. Defined Benefit Plan

In accordance with the Labor Standards Law, the Company has a funded defined benefit pension plan covering all eligible employees prior to the enforcement of the Labor Pension Act (“the Act”), which becomes effective on July 1, 2005, and those employees who choose to stay with the pension mechanism under the Labor Standards Law after the enforcement of the Act. 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. Under the funding policy of the plan, the Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the pension fund, which is administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the names of the Committees in the Bank of Taiwan.

(1) Liabilities recognized for defined benefit obligations are as follows:

	As of December 31,
	2013			2014
	NT$			NT$
Present value of defined benefit obligations		2,188,740			2,225,935
Fair value of plan assets		(1,204,615	)		(1,192,196	)
Liability recognized on the balance sheets		984,125			1,033,739

F-32

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(2) Changes in the present value of the defined benefit obligations for the years ended December 31, 2013 and 2014 are as follows:

	For the Years Ended December 31,
	2013			2014
	NT$			NT$
Balance at January 1,		(2,276,769	)		(2,188,740	)
Service cost		(25,359	)		(23,380	)
Interest cost		(39,657	)		(48,940	)
Remeasurements:
Gain from change in financial assumptions		166,235			—
Experience losses		(61,290	)		(54,556	)
Benefits paid		48,100			89,681
Balance at December 31,		(2,188,740	)		(2,225,935	)

(3) Changes in fair value of plan assets for the years ended December 31, 2013 and 2014 are as follows:

	For the Years Ended December 31,
	2013			2014
	NT$			NT$
Balance at January 1,		1,188,218			1,204,615
Interest income on plan assets		20,805			27,364
Remeasurements:
Return on plan assets greater/(less) than discount rate		(5,679	)		645
Contribution from employer		49,371			49,253
Benefits paid		(48,100	)		(89,681	)
Balance at December 31,		1,204,615			1,192,196

(4) The actual returns on plan assets were $11,301, $15,126 and $28,009 in 2012, 2013 and 2014, respectively.

(5) Expenses recognized in profit and loss for the years ended December 31, 2012, 2013 and 2014 are as follows:

	For the Years Ended December 31,
	2012		2013		2014
	NT$		NT$		NT$
Current service cost		26,549		25,359		23,380
Interest cost		18,395		18,852		21,576
Current pension cost		44,944		44,211		44,956

(6) Cumulative actuarial (gain) /loss recognized in other comprehensive are $14,306, ($68,085) and ($23,339) for the years ended December 31, 2012, 2013 and 2014, respectively.

(7) Principal actuarial assumptions are as follows:

	For the Years Ended December 31,
	2012			2013			2014
	NT$			NT$			NT$
Discount rate		1.75	%		2.25	%		2.25	%
Future salary increase rate		2.00	%		2.00	%		2.00	%

F-33

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(8) The sensitivity of the overall pension liability to changes in the weighted principal assumptions is:

	Impact on defined benefit obligation
For the Year Ended December 31, 2012	0.25% increase in assumption			0.25% decrease in assumption
	NT$			NT$
Discount rate		(86,010	)		90,404
Future salary increase rate		89,971			(86,027	)
	Impact on defined benefit obligation
For the Year Ended December 31, 2013	0.25% increase in assumption			0.25% decrease in assumption
	NT$			NT$
Discount rate		(77,372	)		81,130
Future salary increase rate		81,150			(77,760	)
	Impact on defined benefit obligation
For the Year Ended December 31, 2014	0.25% increase in assumption			0.25% decrease in assumption
	NT$			NT$
Discount rate		(75,246	)		78,775
Future salary increase rate		78,794			(75,624	)

Defined benefit obligation is remeasured as if actual experience varies from expected. The variation in assumptions is reasonably possible at measurement date.

(9) Expected contribution to defined benefit plan for the year ending December 31, 2015 is $50,238.

(10) The weighted average duration of the defined benefit obligation is 14.1 years. Expected maturity analysis of undiscounted defined benefit obligation is as follows:

	As of December 31, 2014
	Less than 1 year		1-2 years		2-3 years		Over 3 years		Total
	NT$		NT$		NT$		NT$		NT$
Pension benefits		36,724		46,667		50,930		2,223,679		2,358,000

(11) The fair value of the plan assets by major categories at the end of reporting period was as follows:

	As of December 31,
	2013		2014
	NT$		NT$
Cash		324,764		251,553
Equity instruments		548,943		626,141
Debt instruments		330,908		314,502
		1,204,615		1,192,196

Under the Labor Standards Law, the rate of return on assets shall not be less than the average interest rate on a two-year time deposit published by the local banks and the government is responsible for any shortfall in the event that the rate of return is less than the required rate of return. The plan assets are held in a commingled fund which is operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the Funds.

F-34

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

B. Others

(1) In accordance with the Labor Pension Act (“LPA”), effective July 1, 2005, the Company has a defined contribution pension plan covering all regular employees witch R.O.C. nationality. 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 accumulated gains or losses from an employee’s personal pension account may be claimed on a monthly basis or on lump sum. Under this pension plan, net periodic pension costs amounting to $433,840, $496,050 and $529,917 were recognized for the years ended December 31 2012, 2013 and 2014, respectively.

(2) SUI has established a 401(K) pension plan (“the Plan”) covering substantially all employees. The Plan provides voluntary salary reduction contributions by eligible participants in accordance with Section 401(K) of the U.S. Internal Revenue Code, as well as discretionary matching contributions determined annually by its Board of Directors to employees’ individual pension accounts. Contributions made in accordance with the Plan amounted to $8,549, $8,249 and $8,901 for the years ended December 31, 2012, 2013 and 2014, respectively.

(3) In accordance with the regulatory requirements in Suzhou, PRC, Siliconware Technology (Suzhou) Limited contributes monthly an amount equal to certain percentage of employees’ monthly salaries and wages to the Bureau of Social Insurance. Other than the monthly contributions, the Group has no further obligations without bearing other obligations.

19. Capital Stock

A. As of December 31, 2014, the authorized capital of the Company was $36,000,000 and the paid-in-capital was $31,163,611 with par value of $10 (in dollars) per share.

Authorized shares (thousand shares)	Outstanding shares As of January 1, 2013 (thousand shares)		Add: Treasury stocks distributed to employees (thousand shares)		Outstanding shares As of December 31, 2013 (thousand shares)
3,600,000		3,078,319		38,042		3,116,361
Authorized shares (thousand shares)	Outstanding shares As of January 1, 2014 (thousand shares)		Add: Treasury stocks distributed to employees (thousand shares)		Outstanding shares As of December 31, 2014 (thousand shares)
3,600,000		3,116,361		—		3,116,361

B. 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 (in dollars) per ADS. As of December 31, 2014, the outstanding ADSs amounted to 50,327,570 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 stockholders’ 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.

F-35

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

20. Capital Reserve

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

B. According to the Company Law of the R.O.C., capital reserve is allowed to be transferred to share capital in the following year after the registration of capitalization is approved by the government authority.

C. Distribution of capital reserve of $923,496 (NTD 0.3 dollar per share) had been resolved at the stockholders’ meeting on June 14, 2013 and it was resolved in the board meeting that July 21 of the same year was the ex-dividend date.

21. Retained Earnings

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

(1) Pay all taxes and duties;

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

(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. Dividends may be distributed by way of cash dividend and stock dividend. However, distribution shall be made preferably by way of cash dividend and the amount is subject to the resolution adopted by the Board of Directors and approved at the Stockholders’ Meeting. Dividend distribution to the Company’s shareholders is recognized as liability in the Company’s financial statements in the period in which the dividends are approved.

B. Legal reserve can only be used to offset deficits or increase capital in issuing common stock or in distributing cash. The amount of legal reserve that may be used to increase capital shall be limited to the portion of the reserve balance exceeding 25% of the capital stock.

C. In accordance with the R.O.C. Securities and Future Bureau (SFB) regulation, in addition to legal reserve, 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 special reserve is not available for dividend distribution. In the subsequent year(s), if the year-end balances no longer had a net reduction in the stockholders’ equity, the special reserve previously set aside will then be available for distribution.

D. The Taiwan imputation tax system requires that any undistributed current earnings of a company derived on or after January 1, 1998 to be subject to an additional 10% corporate income tax if the earnings are not distributed in the following year. As of December 31, 2013 and 2014, the undistributed earnings derived on or after the implementation of the imputation tax system were $5,965,224, and $11,707,700, respectively.

F-36

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

E. As of December 31, 2013 and 2014, the balances of stockholders’ imputation tax credit account of the Company were $25,150, and $191,792, respectively. The rate of stockholders’ imputation tax credit to undistributed earnings for the earnings distributed in 2013 was 12.03%. The rate of stockholders’ imputation tax credit to undistributed earnings for the earnings to be distributed in 2014 is expecting to be approximately 17.03%. However, the rate is subject to changes based on the balance of stockholders’ imputation tax credit account, the undistributed earnings, and other tax credit amount in accordance with the R.O.C. tax law at the dividend distribution date.

F. The distributions of 2012 and 2013 dividends were resolved at the stockholders’ meeting on June 14, 2013 and June 20, 2014, respectively. Details are summarized below:

	For the Years Ended December 31,
	2012				2013
	Amount		Dividends per share (in NT dollars)		Amount			Dividends per share (in NT dollars)
	NT$				NT$
Legal reserve		561,961				589,228
Special reserve		244,604				(244,604	)
Cash dividends		4,217,297		1.37		5,609,450			1.80

At the stockholders’ meetings on June 20, 2014, the Company’s stockholders also resolved to distribute $623,272 as employees’ cash bonuses and $55,477 as directors’ and supervisors’ remunerations, respectively. The aforementioned distributed amount is the same as the estimated amount accrued in 2013. It was resolved in the board meeting that July 22 of the same year is the ex-dividend date. Any information in relation to the Company’s shareholders’ resolution on earnings distribution will be posted in the “Market Observation Post System” on the website of the Taiwan Stock Exchanges.

G. On March 19, 2015, the Company’s Board of Directors proposed the following earnings distribution for 2014:

	Earnings distribution
	NT$
Legal reserve		1,170,770
Cash dividends (NT$3 dollar per share)		9,349,083
		10,519,853

On March 19, 2015, the Company’s Board of Directors also proposed to distribute employees’ bonuses of $1,038,787 and directors’ remuneration of $105,369, all paid in cash. The aforementioned earnings distribution resolution has not been passed by the shareholder resolution. Any information in relation to the Company’s Board of Directors’ proposals and shareholders’ resolution on earnings distribution will be posted in the “Market Observation Post System” on the website of the Taiwan Stock Exchanges.

H. Since the 2015 shareholders’ meeting has yet to be held, there is uncertainty on the 2014 earnings distribution. This is to say, the potential tax consequence on the additional 10% tax on undistributed earnings cannot be reasonably estimated yet. In accordance with IAS 12, the Company accrued additional 10% tax on undistributed earnings in full. Income tax effect on dividend distribution is reversed and adjusted to tax expenses and related income tax payables in the following year when shareholders resolve the earnings distribution plan. As of December 31, 2014, the additional 10% tax payable of $1,056,043 was recognized in “Other non-current liabilities” on the balance sheet. Potential income tax consequence on dividend distribution, based on the proposed earnings distribution by the Board of Directors on March 19, 2015, will reduce such additional 10% tax payable and related income tax expense by $934,908 in 2015.

F-37

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

I. According to the Articles of Incorporation of the Company, for the years ended December 31, 2012, 2013 and 2014, the Company accrued $468,589, $623,272 and $1,038,787 as employees’ bonuses and $48,130, $55,477 and $105,369 as directors’ and supervisors’ remuneration, respectively.

22. Other Comprehensive Income, Net of Tax

	Unrealized Gain on Valuation of Available- for-sale Financial Assets			Exchange Difference on Translation of Foreign Financial Statements			Remeasurements of Post Employment Benefit Obligations
	NT$			NT$			NT$
As of January 1, 2012		284,718			—			—
Changes in fair value of financial instruments
- pretax		297,906			—			—
- tax		(90,523	)		—			—
Recognition of changes in fair value of financial instruments in profit or loss
- pretax		(194,392	)		—			—
- tax		33,047			—			—
Differences in translation
- equity method investments (pretax)		—			(260,136	)		—
- equity method investments (tax)		—			5,099			—
Remeasurements of post employment benefit obligations
- pretax		—			—			(17,236	)
- tax		—			—			2,930
As of December 31, 2012		330,756			(255,037	)		(14,306	)
As of January 1, 2013		330,756			(255,037	)		(14,306	)
Changes in fair value of financial instruments
- pretax		692,601			—			—
- tax		(138,853	)		—			—
Differences in translation
- equity method investments (pretax)		—			426,113			—
- equity method investments (tax)		—			(3,388	)		—
Remeasurements of post employment benefit obligations
- pretax		—			—			99,266
- tax		—			—			(16,875	)
As of December 31, 2013		884,504			167,688			68,085
As of January 1, 2014		884,504			167,688			68,085
Changes in fair value of financial instruments
- pretax		3,628,169			—			—
- tax		(277,292	)		—			—
Recognition of changes in fair value of financial instruments in profit or loss
- pretax		(679,800	)		—			—
- tax		114,534			—			—
Differences in translation
- equity method investments (pretax)		—			555,285			—
- equity method investments (tax)		—			(2,720	)		—
Remeasurements of post employment benefit obligations
- pretax		—			—			(53,911	)
- tax		—			—			9,165
As of December 31, 2014		3,670,115			720,253			23,339

F-38

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

23. Treasury Stock

A. Movement of treasury stock:

Purpose	Balance as of January 1, 2013 (thousand shares)		Increase during the period (thousand shares)		Decrease during the period (thousand shares)			Balance as of December 31, 2013 (thousand shares)
To transfer to employees		38,042		—		(38,042	)		—

The Company has no treasury stock transaction in 2014.

B. Pursuant to the Security Exchange Act in R.O.C., the treasury stocks held by the Company cannot be pledged as collateral, nor be entitled to voting rights or receiving dividends.

C. The Group granted treasury stocks to certain employees as share-based compensation in 2013. The exercise price was the book value of treasury stock, which was $25.35 (in dollars) per share. As of December 31, 2013, the Company has transferred all the treasury stocks to employees, which were vested immediately on the date of transfer.

D. In 2013, the Company recognized compensation cost of $232,056 for transferring treasury stocks to employees, which was measured at the shares fair value on grant date, less exercise price received from employees. The fair value of treasury stock on grant date was $31.45 (in dollars) per share.

24. Expenses by Nature

	For the Years Ended December 31,
	2012		2013		2014
	NT$		NT$		NT$
Employee benefit expenses
Wages and salaries		11,231,572		12,840,941		14,894,813
Post employment benefits		487,333		548,510		583,774
Others		1,747,776		1,812,624		1,994,137
		13,466,681		15,202,075		17,472,724
Depreciation and amortization expenses		10,100,373		11,033,739		12,435,815
		23,567,054		26,235,814		29,908,539

25. Loss on settlement

On March 1, 2006, the Company was informed of a lawsuit brought by Tessera Inc. (Tessera) in the United States District Court for the Northern District of California against it, its subsidiary, Siliconware USA, Inc., and other semiconductor companies (California Litigation). Tessera alleged that some of our packaging services have infringed patents owned by Tessera and that the Company breached a license agreement with Tessera. In April 2013, the Company and Tessera settled the lawsuit of license breach and patents infringement with an amount of $896,250 (US$ 30,000 thousands).

F-39

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

26. Other Income and Expenses

	For the Years Ended December 31
	2012			2013			2014
	NT$			NT$			NT$
Gains on disposal of property, plant and equipment and other assets		90,466			96,536			287,947
Impairment loss on property, plant and equipment		(192,115	)		(111,715	)		(63,722	)
Others		106,282			76,330			60,026
		4,633			61,151			284,251

27. Other Gains or Losses, Net

	For the Years Ended December 31
	2012		2013		2014
	NT$		NT$		NT$
Foreign exchange gain—net		236,722		436,826		483,325
Net loss on financial liabilities at fair value through profit or loss		—		—		(321,233	)
		236,722		436,826		162,092

28. Income Tax

A. Income taxes recognized in profit or loss for the years ended December 31, 2012, 2013 and 2014 are as follows:

	For the Years Ended December 31,
	2012			2013			2014
	NT$			NT$			NT$
Current income tax expense
Recognition for the current period		619,370			1,153,379			2,350,321
Provision of additional 10% tax on undistributed earnings		—			59,574			1,057,158
Income tax adjustments for prior years		22,886			6,298			3,357
		642,256			1,219,251			3,410,836
Deferred income tax expense
Temporary differences		113,168			(103,865	)		(156,234	)
Provision of additional 10% tax on undistributed earnings		481,304			530,306			—
Reversal of additional 10% tax on undistributed earnings due to dividend distribution		(433,833	)		(481,722	)		(531,407	)
Income tax credits		426,800			442,730			326,902
		587,439			387,449			(360,739	)
Income tax expense recognized in profit or loss		1,229,695			1,606,700			3,050,097

F-40

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

B. The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

	For the Years Ended December 31,
	2012			2013			2014
	NT$			NT$			NT$
Income tax expense calculated at the statutory tax rates applicable to respective countries		1,271,394			1,698,533			2,703,678
Expenses not deductible for tax purposes		197			2,477			9,870
Nontaxable income in determining taxable income		(301,343	)		(309,953	)		(194,250	)
Investment tax credits		46,605			6,338			—
Changes in realizable amount for deferred income tax assets		142,347			100,383			—
Provision of additional 10% tax on undistributed earnings		481,304			589,880			1,057,158
Adjustment: over provision from prior years		(410,809	)		(480,958	)		(526,359	)
Income tax expense recognized in profit or loss		1,229,695			1,606,700			3,050,097

The weighted average tax rates for the years ended December 31, 2012, 2013 and 2014 were 18.71%, 22.80% and 18.95%, respectively. The increase in 2013 was caused by a relatively higher profitability contribution by Siliconware Technology (Suzhou) Limited, which was taxed at a 25% statutory tax rate.

Adjustment for over provision from prior years mainly relates to the reversal of additional 10% income tax effect on dividend distribution. Refer to Note 21(H) for more information.

C. Income taxes recognized in other comprehensive income for the years ended December 31, 2012, 2013 and 2014 are as follows:

	For the Years Ended December 31,
	2012			2013			2014
	NT$			NT$			NT$
Unrealized gain on valuation of available-for-sale financial assets		(57,476	)		(138,853	)		(162,758	)
Exchange difference on translation of foreign financial statements		5,099			(3,388	)		(2,720	)
Remeasurements of post employment benefit obligation		2,930			(16,875	)		9,165
		(49,447	)		(159,116	)		(156,313	)

F-41

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

D. Changes in deferred tax assets and liabilities for the years ended December 31, 2013 and 2014 are as follows:

	For the Year Ended December 31, 2013
	January 1			Profit or Loss			Other Comprehensive Income			Effect of Foreign Currency Exchange Differences			December 31
	NT$			NT$			NT$			NT$			NT$
Deferred tax assets
Investment tax credit		769,632			(442,730	)		—			—			326,902
Temporary differences
Unrealized sales allowance		23,601			(5,825	)		—			52			17,828
Remeasurements of post employment benefit plan		172,817			—			(16,875	)		—			155,942
Unrealized Loss on available-for-sale financial assets		183,333			13,517			(98,132	)		—			98,718
Exchange difference on translation of foreign financial statements		5,099			—			(3,388	)		—			1,711
Others		113,128			123,786			—			(430	)		236,484
		1,267,610			(311,252	)		(118,395	)		(378	)		837,585
Deferred tax liabilities
Temporary differences
Unrealized foreign currency exchange (gain)/loss		(59,299	)		36,993			—			—			(22,306	)
Depreciation expense		(16,883	)		(12,118	)		—			(149	)		(29,150	)
Additional 10% tax on undistributed earnings		(507,146	)		(48,584	)		(40,721	)		—			(596,451	)
Others		—			(51,961	)		—			—			(51,961	)
		(583,328	)		(75,670	)		(40,721	)		(149	)		(699,868	)
Net deferred tax assets		684,282			(386,922	)		(159,116	)		(527	)		137,717

	For the Year Ended December 31, 2014
	January 1			Profit or Loss			Other Comprehensive Income			Effect of Foreign Currency Exchange Differences			December 31
	NT$			NT$			NT$			NT$			NT$
Deferred tax assets
Investment tax credit		326,902			(326,902	)		—			—			—
Temporary differences
Unrealized sales allowance		17,828			29,777			—			117			47,722
Unrealize foreign currency exchange gain		—			87,302			—			—			87,302
Remeasurements of post employment benefit plan		155,942			—			9,165			—			165,107
Unrealized gain on available-for-sale financial assets		98,718			(98,718	)		—			—			—
Unrealized loss on financial liability at fair value														—
through profit or loss		—			54,610			—			—			54,610
Exchange difference on translation of foreign financial statements		1,711			—			(1,711	)		—			—
Others		236,484			106,160			—			(1,273	)		341,371
		837,585			(147,771	)		7,454			(1,156	)		696,112
Deferred tax liabilities
Temporary differences
Unrealized foreign currency exchange gain		(22,306	)		22,306			—			—			—
Unrealized gain on available-for-sale financial assets		—			(54,846	)		(227,802	)		—			(282,648	)
Exchange difference on translation of foreign financial statements		—			—			(1,009	)					(1,009	)
Depreciation expense		(29,150	)		(3,569	)		—			(1,093	)		(33,812	)
Additional 10% tax on undistributed earnings		(596,451	)		531,407			65,044			—			—
Others		(51,961	)		13,212			—			—			(38,749	)
		(699,868	)		508,510			(163,767	)		(1,093	)		(356,218	)
Net deferred tax assets		137,717			360,739			(156,313	)		(2,249	)		339,894

F-42

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

E. The Company’s unused portion of investment tax credits, under the “Statue for Upgrading Industries”, were as follows:

	As of December 31, 2013
Nature of investment tax credit	Deductible amount		Unused amount		Expiration years
	NT$		NT$
Acquisition cost of qualifying machinery and equipment		524,793		326,902		2012~2015
Qualifying research and development expenditure		238,501		—
		763,294		326,902

The Company has fully utilized its investment tax credits as of December 31, 2014.

F. Unrecognized deferred tax liabilities relating to the taxable temporary differences for investments in foreign subsidiaries are:

	As of December 31,
	2013		2014
	NT$		NT$
Investment in foreign subsidiaries		4,349,249		5,850,632

G. The Company has met the requirement of “Incentives for Emerging Important Strategic Industries in Manufacturing and Technology Services” for its capitalization plans in 2005 and 2006 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 2008. The five-year income tax exemptions expired in December 2012 and May 2013, respectively.

Also, the Industrial Development Bureau of Ministry of Economic Affairs has issued another permission for the five-year income tax exemption of the Company’s 2007 registered capitalization plan in 2008. The Company acquired the work completion certificate from Taichung City Government Economic Development Bureau in 2013, and selected 2015 as the starting period for the income tax exemption. Revenue arising from the assembly and testing of certain integrated circuit products will be exempt from income tax.

H. The income tax returns of the Company have been assessed and approved by the Tax Authority through 2012.

I. According to the amended Enterprise Income Tax Law of the Peoples’ Republic of China, effective January 1, 2008, the tax rate applicable to entities like Siliconware Technology (Suzhou) Limited is 25%.

29. Earnings Per Share (EPS)

The basic EPS is determined by the net income dividing the weighted average of outstanding stocks, without the consideration of the treasury stocks held by the Company. The diluted EPS is under the assumption that all potential ordinary stocks have been converted into ordinary stocks at the beginning of the period. The revenue and expense generated from the conversion shall be included in the computation. The unsecured convertible overseas bond has anti-dilutive effect, and as a result, it would not be considered while calculating the diluted EPS.

F-43

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

	For the year ended December 31, 2012
	Income after tax		Weighted average outstanding common stock		Earnings per share (in dollars)
	NT$		(in thousand)		NT$
Basic earnings per share
Net income		5,562,232		3,078,319		1.81
Dilutive effect of employee bonuses		—		15,922
Diluted earnings per share		5,562,232		3,094,241		1.80
	For the year ended December 31, 2013
	Income after tax		Weighted average outstanding common stock		Earnings per share (in dollars)
	NT$		(in thousand)		NT$
Basic earnings per share
Net income		5,842,009		3,098,226		1.89
Dilutive effect of employee bonuses		—		18,392
Diluted earnings per share		5,842,009		3,116,618		1.87
	For the year ended December 31, 2014
	Income after tax		Weighted average outstanding common stock		Earnings per share (in dollars)
	NT$		(in thousand)		NT$
Basic earnings per share
Net income		11,218,087		3,116,361		3.60
Dilutive effect of employee bonuses		—		23,110
Diluted earnings per share		11,218,087		3,139,471		3.57

A. Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period excluding ordinary shares held as treasury stocks.

B. Diluted earnings per share is calculated by adjusting the weighted average ordinary shares oustanding to assume conversion of all dilutive potential ordinary shares. The convertible bonds were not included in the calculation of diluted loss per share because they were antidilutive for the year ended December 31, 2014.

C. As employees’ bonus could be distributed in the form of stock, the diluted EPS computation shall include those estimated shares that would be increased from employees’ stock bonus issuance in the weighted-average number of common shares outstanding during the reporting year, which taking into account the dilutive effects of stock bonus on potential common shares; whereas, basic EPS shall be calculated based on the weighted-average number of common shares outstanding during the reporting year that include the shares of employees’ stock bonus for the appropriation of prior year earnings, which have already been resolved at the stockholders’ meeting held in the reporting year. Since capitalization of employees’ bonus no longer belongs to distribution of stock dividends (or retained earnings and capital reserve capitalized), the calculation of basic EPS and diluted EPS for all periods presented shall not be adjusted retroactively.

F-44

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

30. Non-Cash Transactions

The investment activities partially paid by cash are mainly relating to the acquisition of property, plant and equipment, which are summarized as follows:

	For the years ended December 31,
	2012			2013			2014
	NT$			NT$			NT$
Purchase of property, plant and equipment		15,764,762			15,516,512			19,869,543
Increase (Decrease) in prepayment for equipment		6,815			(1,158	)		—
Decrease (Increase) in equipment payable, net		(457,608	)		(547,432	)		367,547
Increase in notes payable		—			—			(699,900	)
Effect of foreign currency exchange		(171,677	)		10,764			23,550
Current cash payment		15,142,292			14,978,686			19,560,740

31. Related Party Transactions

A. The Group had no material transactions with related parties for the years ended December 31, 2012, 2013 and 2014.

B. Personnel compensations to Directors, Supervisors, and Managements

	For the Years Ended December 31,
	2012		2013		2014
	NT$		NT$		NT$
Short-term employment benefits		206,267		211,841		352,560
Post-employment benefits		2,066		2,439		2,686
Share-based compensations		—		20,161		—
		208,333		234,441		355,246

32. Assets Pledged as Collateral

The following assets have been pledged as collateral against certain obligations of the Company:

	As of December 31,
Assets	2013		2014		Subject of collateral
	NT$		NT$
Time deposits (shown as other current assets - other)		336,700		339,600	Guarantees for customs duties and land leased from Hsinchu Science Park Administration.

33. Commitments and Contingencies

A. As of December 31, 2014, the Company and its subsidiaries’ issued but unused letters of credit for imported machinery and equipment were approximately $528,597.

B. Pursuant to future operating expansion, the Group entered into several facility construction agreements amounting to $7,887,264, of which $1,302,993 remained unpaid as of December 31, 2014.

C. The Group entered into several contracts for the use of certain technologies and patents in exchange of royalty payment. Contracts are valid until the expiry of patents or upon termination by both parties.

34. Significant Disaster Loss

None.

F-45

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

35. Significant Event After the Reporting Period

None.

36. Financial Risk Management

The Group’s activities expose it to a variety of financial risk: market risk (including currency risk, interest rate risk, and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.

A. Market risk

(1) Currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD and the JPY. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Group implements the policy of natural hedging and monitors the foreign exchange rate fluctuation closely to manage the risk. The Group’s exposure to foreign exchange risk is as follows:

	As of December 31, 2013
					Sensitivity analysis
(Foreign currencies : Functional currencies)	Foreign Currencies in thousands		Exchange Rates		Movement			Impact to profit and loss before income tax
								NT$
Financial Assets
Monetary assets
United States Dollars : New Taiwan Dollars		607,757		29.76		5	%		904,190
United States Dollars : Chinese Renminbi		8,743		6.0969		5	%		2,665
Nonmonetary assets
United States Dollars : New Taiwan Dollars		49,319		29.76		N/A			N/A
Long-term investments under equity method
United States Dollars : New Taiwan Dollars		18,030		29.81		N/A			N/A
Financial Liabilities
Monetary liabilities
United States Dollars : New Taiwan Dollars		524,451		29.86		5	%		782,874
United States Dollars : Chinese Renminbi		107,023		6.0969		5	%		32,625
Japanese Yen : New Taiwan Dollars		2,881,461		0.2859		5	%		41,190
Japanese Yen : Chinese Renminbi		152,263		0.0578		5	%		440

F-46

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

	As of December 31, 2014
					Sensitivity analysis
(Foreign currencies : Functional currencies)	Foreign Currencies in thousands		Exchange Rates		Movement			Impact to profit and loss before income tax
								NT$
Financial Assets
Monetary assets
United States Dollars : New Taiwan Dollars		1,089,275		31.60		5	%		1,721,055
United States Dollars : Chinese Renminbi		5,684		6.1190		5	%		8,981
Nonmonetary assets
United States Dollars : New Taiwan Dollars		35,358		31.60		N/A			N/A
Long-term investments under equity method
United States Dollars : New Taiwan Dollars		747		31.65		N/A			N/A
Financial Liabilities
Monetary liabilities
United States Dollars : New Taiwan Dollars		876,030		31.70		5	%		1,388,508
United States Dollars : Chinese Renminbi		112,581		6.1190		5	%		178,441
Japanese Yen : New Taiwan Dollars		3,932,535		0.2666		5	%		52,421
Japanese Yen : Chinese Renminbi		121,931		0.0514		5	%		1,625

Note: Currency risk does not arise from financial instruments that are nonmonetary items and thus are not subject to sensitivity analysis.

(2) Price risk

Pursuant to strategic investments objective, the Company is exposed to equity securities price risk in public market because of investments held by the Company, which are classified on the consolidated balance sheet as available-for-sale financial assets. To manage its market price risk, the Company monitors the future development of the investees and the market trend. For other equity investees who are not traded in public market, the Company implements suitable techniques to perform the assessments. Most investees of the Company are in electronic industry, of which Unimicron Technology Co. Ltd., ChipMOS Technologies Inc. and ChipMOS Technologies (Bermuda) Ltd. are traded publicly in the market. Unimicron Technology Co. is listed on Taiwan Stock Exchange, and ChipMOS Technologies (Bermuda) Ltd. is listed on NASDAQ. In addition, ChipMOS Technologies Inc. is listed on Taiwan Stock Exchange on April 11, 2014. As of December 31, 2013 and 2014, if the market price had increased/decreased by 10% with all other variables held constant, other comprehensive income would have increased/decreased by $279,527, and $817,816, respectively.

(3) Interest rate risk

The Group’s interest rate risk arises from cash, cash equivalent, and borrowings. Mostly, residual cash will be held as deposit. As of December 31, 2013 and December 31, 2014, the Group held financial assets with cash flow interest rate risk of $132,531 and $104,967, respectively, and financial liabilities with cash flow interest rate risk of $21,073,433, and $22,473,917, respectively. As of December 31, 2013 and 2014, if the interest rate had been increased/ decreased by 10 points, income before income tax for the period would have been $20,941 and $22,369 higher/ lower, respectively.

B. Credit risk

The Group’s credit risk mainly arises from cash and cash equivalents (deposits with banks or financial institutions), accounts and notes receivable, other receivables and refundable deposits and etc.

(1) For risks from banks and financial institutions, the Group periodically assesses their credit ratings based on information provided by external independent rating institutes. Furthermore, to minimize the credit risk, the Group allocates deposits based on each bank’s rating results. After the assessment, most of banks and financial institutions the Group transacts with are with minimum rating of “A”, which represents low credit default risks.

F-47

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

(2) For risks from accounts and notes receivable, the Group assesses customers’ credit quality through internal risk assessment, taking into account of their current financial conditions and past transaction experiences. After the assessment, management does not expect significant losses from non-performance by these counterparties.

(3) Aging analysis of accounts receivables that were past due is as follows:

	As of December 31, 2013
	Book value		Impaired		Unimpaired
	NT$		NT$		NT$
1~90 days		1,518,563		1,654		1,516,909
91~180 days		218,802		41		218,761
Over 180 days		4,830		844		3,986
		1,742,195		2,539		1,739,656
	As of December 31, 2014
	Book value		Impaired		Unimpaired
	NT$		NT$		NT$
1~90 days		2,021,725		—		2,021,725
91~180 days		77,645		—		77,645
Over 180 days		88,440		1,695		86,745
		2,187,810		1,695		2,186,115

Note: As of December 31, 2013 and 2014, no impairment loss incurred on accounts receivables that are not past due.

(4) As of December 31, 2013 and 2014, the Group’s ten largest customers accounted for 64% and 69% of accounts receivables, respectively. The Group considers the concentration of credit risk for the remaining accounts receivable is immaterial.

C. Liquidity risk

The objective of liquidity risk management is to ensure the Group has sufficient liquidity to fund its business needs, and to maintain adequate cash, banking facilities to repay the borrowings. By considering its debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets, and other important factors, the finance department of the Company monitors the Group cash requirements and forecasts its future cash flow.

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual terms (including principals and interests), which is presented on an undiscounted basis:

	As of December 31, 2013
	Less than 1 year		1-2 years		2-3 years		Over 3 years		Total
	NT$		NT$		NT$		NT$		NT$
Short-term Loans		2,552,039		—		—		—		2,552,039
Accounts Payable		6,542,050		—		—		—		6,542,050
Other Payables		9,214,227		—		—		—		9,214,227
Other Current Liabilities
- Others		91,343		—		—		—		91,343
Long-term Loans		3,426,661		6,924,863		3,681,944		5,099,306		19,132,774
Other Non-Current Liabilities		—		107,478		107,478		162,371		377,327
		21,826,320		7,032,341		3,789,422		5,261,677		37,909,760

F-48

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

	As of December 31, 2014
	Less than 1 year		1-2 years		2-3 years		Over 3 years		Total
	NT$		NT$		NT$		NT$		NT$
Short-term Loans		2,717,591		—		—		—		2,717,591
Notes Payable		735,000		—		—		—		735,000
Accounts Payable		7,285,963		—		—		—		7,285,963
Other Payables		10,171,755		—		—		—		10,171,755
Other Current Liabilities
- Others		227,873		—				—		227,873
Convertible bonds payable		—		—		—		13,327,948		13,327,948
Long-term Loans		7,230,907		4,563,626		5,133,816		3,363,746		20,292,095
Other Non-Current Liabilities		—		114,120		114,329		58,586		287,035
		28,369,089		4,677,746		5,248,145		16,750,280		55,045,260

37. Capital Risk Management

The capital includes common share, paid-in capital, legal reserve, and other comprehensive income. The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure by using adequate manner, the Group monitors the change in internal capital structure and compares it with other competitors’ performance. The Group monitors the capital on the basis of external limits, including the Group’s debt covenants on current ratio, liability to tangible net worth ratio, and interest protection multiples (defined as earnings before interest, taxes, depreciation, and amortization) are as follows:

A. Current ratio: Current assets divided by current liabilities.

B. Liability to tangible net worth ratio: Total liabilities plus externally guaranteed amounts, if any, divided by tangible net worth, which is the result of net worth less intangible assets.

C. Interest protection multiples: Earnings before income taxes plus interest expenses plus depreciation and amortization expenses divided by interest expenses.

The strategy to manage the capital remained unchanged during the years ended December 31, 2012, 2013 and 2014. The objectives are to keep the current ratio at no less than 100%, liability to tangible net worth ratio no more than 100%, and interest protection multiples no less than 4 times. For the years ended December 31, 2013 and 2014, no violation has occurred, and the financial ratios are as follows:

F-49

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

	As of December 31, 2013			As of December 31, 2014
	NT$			NT$
Current assets		37,825,131			55,207,908
Current liabilities		22,530,164			31,576,043
Current ratio		168	%		175	%
	As of December 31, 2013			As of December 31, 2014
	NT$			NT$
Total liabilities		39,947,198			58,978,728
Tangible net worth		61,516,362			70,524,572
Liability to tangible net worth ratio		65	%		84	%
	For the years ended December 31,
	2013			2014
	NT$			NT$
Earnings before income taxes		7,448,709			14,268,184
Interest expenses		270,108			403,080
Depreciation and amortization		11,033,739			12,435,815
Interest protection multiples		69			67

38. Fair Value Information on Financial Instruments

A. Fair value of financial instruments not carried at fair value

Except for convertible bonds which are measured at amortized cost, the management considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate to their fair values. The fair value of the Group’s short-term financial instruments including cash and cash equivalents, receivables, time deposits, short-term loans, payables, receipts under custody and deposits received approximated their carrying amount due to their maturities within one year. The Group’s non-current financial instruments including non-interest bearing refundable deposits, receipts under custody, and bank loans carried at floating interest rates. The fair value of these financial instruments are approximated to its carrying amount due to the impact of discounting is not significant, or because the floating interest rates reset periodically to reflect the market conditions and the Group’s credit rating.

	As of December 31, 2014
Financial liabilities	Carrying Amount		Fair Value (Level 3)
	NT$		NT$
Convertible bonds		11,875,483		12,016,836

No convertible bonds were issued and outstanding as of December 31, 2013.

The fair value was determined using discounted cash flow analysis with the applicable yield curve for the duration and recent transaction prices.

B. The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows:

Level 1:	Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:	Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3:	Inputs for the asset or liability that are not based on observable market data.

F-50

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

C. The Company’s financial instruments measured at fair value are as follows:

Recurring basis:

	As of December 31, 2013
	Level 1		Level 2		Level 3
	NT$		NT$		NT$
Available-for-sale financial assets		3,013,678		3,073,375		—
	As of December 31, 2014
	Level 1		Level 2		Level 3
	NT$		NT$		NT$
Available-for-sale financial assets		8,333,970		665,933		—
Financial liability at fair value through profit or loss		—		—		1,095,552

Non-recurring basis:

None.

(1) The fair value of financial instruments traded in active markets is based on quoted market price at the balance sheet date. For financial instruments with fair value not traded in active markets, the Company uses valuation techniques, which maximize the use of observable market data where it is available and relies as little as possible on entity specific estimates. The valuation technique currently used for unlisted available-for-sale securities is the market approach. The valuation is based on the benchmark companies’ stock prices and other specific indexes. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Specific valuation techniques used to value financial instruments include:

A. Quoted market prices or dealer quotes for similar instruments;

B. Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

(2) Beginning from second quarter of 2014, the Company reclassified the fair value input on available-for-sale financial assets, ChipMOS Technologies Ltd., from Level 2 to Level 1, due to the stock being publicly traded on April 11, 2014. As a result, the Group valued its fair value by using the closing price of public market as of the balance sheet date. As of December 31, 2013 and 2014, the investment measured using level 2 and level 1 inputs amounted to $2,500,400 and $916,534, respectively.

(3) The fair value measurements for the Company’s derivative instruments are carried out on the basis of a binomial model, with measurement on a quarterly basis. In the course of the valuation process, the required market data are collected and the non-observable parameters are examined and updated as required on the basis of internally available current information. In particular, the premises of the enterprise value of the Company’s derivative instruments, as well as any significant changes in the input parameters and their respective effects on the value of the option, are reported to management on a quarterly basis.

(4) Parameters with a significant influence on the measurement of the option are the value of the Company’s derivative instruments as determined with the use of a discounted cash flow method and the expected volatility of that value. The approach for volatility estimation was changed to a direct analysis of the historical volatility. This change in estimate had no material effect on the derivative instruments’ value as of December 31, 2014.

F-51

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

A sensitivity analysis shows that a 10% increase in the value of stock market price would lead to a decrease in net income by $496,496. On the other hand, a 10% decrease in the value of stock market price would increase net income by $467,428. A 5% increase in the expected volatility of the value of derivative instrument would lead to a decrease in net income by $331,385. However, a 5% decrease in the expected volatility of the value of derivative instrument would increase net income by $339,525.

Information about fair value measurement using significant unobservable inputs (Level 3)

Description	Fair Value at December 31, 2014		Valuation Techniques		Unobservable Inputs		Range of Unobservable Inputs			Relationship of Unobservable Inputs to Fair Value
Conversion option, redemption option and put option of convertible bonds		1,095,552		Binomial model		Expected volatility		28.90	%	The higher the volatility, the higher the fair value

(5) Reconciliation of Level 3 fair value measurements of financial liabilities for the year ended December 31, 2014 (nil in 2013) :

	Financial liabilities at fair value through profit or loss
	NT$
As of January 1, 2014		—
Issuance		774,319
Changes in fair value included in profit or loss		321,233
As of December 31, 2014		1,095,552

The total gains or losses for the year ended December 31, 2014 included a loss of $321,233 relating to the financial liabilities at fair value on Level 3 fair value measurement and held at balance sheet date. Such fair value gains or losses are included in other gains and losses (Note 27).

39. Segment Information

The Group’s chief operating decision maker assesses the performance and makes decision to allocate resources based on the different regulatory environments. All of our segments have identical economic characteristics and meet all criteria of aggregation. As a result, we disclose a single reporting segment by aggregating all our operating segments. Segment profit or loss, segment assets, and segment debts are the same as the consolidated totals. Please refer to consolidated balance sheets and the consolidated statements of comprehensive income for detailed information.

A. Breakdown of the revenue from different products and services:

	For the Years Ended December 31,
	2012		2013		2014
	NT$		NT$		NT$
Packaging		53,167,849		55,954,022		64,468,554
Testing and other revenues		11,486,709		13,402,170		18,602,887
		64,654,558		69,356,192		83,071,441

F-52

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

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

B. Operations in different geographic areas:

Revenues are summarized by the areas where our customers’ headquarters locate. Non-current assets, including equity method investment, property, plant and equipment, refundable deposits, and other assets, but not including financial instruments and deferred tax assets, are categorized by their locations.

	For the Years Ended December 31,
	2012				2013				2014
	Revenues		Noncurrent Assets		Revenues		Noncurrent Assets		Revenues		Noncurrent Assets
	NT$		NT$		NT$		NT$		NT$		NT$
Taiwan		13,752,354		44,489,797		15,182,913		49,826,931		16,226,516		57,180,071
Asia, excluding Taiwan		11,860,230		6,665,906		14,992,412		6,624,974		21,903,748		7,552,578
North America		32,442,236		2,145		33,973,623		2,119		34,354,935		1,750
Others		6,599,738		570,691		5,207,244		537,489		10,586,242		23,627
		64,654,558		51,728,539		69,356,192		56,991,513		83,071,441		64,758,026

C. Major Customers:

In 2014, the operating revenues of $10,715,199 and $8,619,699 were from customer A and customer B, respectively. In 2012 and 2013, no single customer contributed to 10% or more of the Group’s total operating revenues.

F-53

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

FINANCIAL STATEMENT SCHEDULE: VALUATION AND QUALITYING ACCOUNT

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Description	Balance at beginning of period		Additions Charged to Expense			Deductions Write-offs		Exchange difference on translation of foreign financial statement	Balance at end of period
	NT$		NT$			NT$		NT$	NT$
For the year ended 2012
Allowance for doubtful accounts		28,718		(10,551	)		17,290	(32)		845
Allowance for sales discounts		152,134		992,824			987,699	(298)		156,961
Allowance for loss on obsolescence and decline in market value of inventory		87,907		38,109			—	(199)		125,817
Allowance for loss on idle assets		190,687		192,115			145,286	(1,666)		235,850
For the year ended 2013
Allowance for doubtful accounts		845		1,814			165	45		2,539
Allowance for sales discounts		156,961		584,572			554,460	1,081		188,154
Allowance for loss on obsolescence and decline in market value of inventory		125,817		(18,018	)		—	3,809		111,608
Allowance for loss on idle assets		235,850		111,715			128,115	2,545		221,995
For the year ended 2014
Allowance for doubtful accounts		2,539		—			—	(844)		1,695
Allowance for sales discounts		188,154		391,082			304,375	844		275,705
Allowance for loss on obsolescence and decline in market value of inventory		111,608		30,040			—	1,700		143,348
Allowance for loss on idle assets		221,995		63,722			194,559	2,203		93,361

F-54