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, 2015

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, ROC

(Address of Principal Executive Offices)

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

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

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

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

Title of Each Class	Name of Each Exchange On Which Registered
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, 2015

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  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17  ¨ Item 18  ¨

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

{APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS}

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  ¨             No  ¨

SILICONWARE PRECISION INDUSTRIES CO., LTD.

FORM 20-F ANNUAL REPORT

FISCAL YEAR ENDED DECEMBER 31, 2015

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		34
Item 5.	Operating and Financial Review and Prospects		34
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		52
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 4.3
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. “ROC 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. The consolidated financial statements included in our annual reports on Form 20-F previously filed with the U.S. Securities and Exchange Commission, or the SEC, in respect of the years before 2013 were prepared in accordance with U.S. GAAP.

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 ROC. There are certain material differences between Taiwan IFRS and IFRS. We will furnish a report on Form 6-K in April 2016 explaining the impacts of differences between Taiwan IFRS and IFRS with respect to our consolidated financial results in 2015.

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:

• 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;

1

• 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, 2014 and 2015 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 year ended December 31, 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			2015
	NT$			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			82,840			2,526.4
Operating costs		(52,916	)		(54,926	)		(62,081	)		(61,231	)		(1,867.4	)
Gross profit		11,739			14,430			20,990			21,609			659.0
Operating expenses		(5,351	)		(7,391	)		(7,169	)		(8,355	)		(254.8	)
Other income and expenses		5			61			284			(256	)		(7.8	)
Operating profit		6,392			7,100			14,105			12,998			396.4
Equity investment loss		(9	)		(85	)		(172	)		(184	)		(5.6	)
Interest income		118			103			156			155			4.7
Other gains and losses		237			437			483			58			1.8
Finance costs		(197	)		(271	)		(403	)		(565	)		(17.2	)
Impairment loss		(95	)		—			(442	)		(1,856	)		(56.6	)
Gains (losses) on disposal of investments		231			(4	)		639			127			3.9
Losses on financial liabilities at fair value through profit or loss		—			—			(321	)		(703	)		(21.5	)
Dividends income		115			169			223			347			10.6
Income before income tax		6,792			7,449			14,268			10,377			316.5
Income tax expense		(1,230	)		(1,607	)		(3,050	)		(1,366	)		(41.7	)
Net income		5,562			5,842			11,218			9,011			274.8
Earnings per share
Basic		1.81			1.89			3.60			2.89			0.09
Diluted		1.80			1.87			3.57			2.86			0.09
Shares used in per share calculation (average)
Basic		3,078			3,098			3,116			3,116			3,116
Diluted		3,094			3,117			3,139			3,150			3,150
Earnings per ADS
Basic		9.03			9.43			18.00			14.46			0.44
Diluted		8.99			9.37			17.87			14.30			0.44
Dividends per share		1.67	(Note)		1.80			3.00			3.8	(Note)		0.12
ADSs used in per ADS calculation (average)
Basic		616			620			623			623			623
Diluted		619			623			628			630			630
Other Data:
Capital expenditures		15,142			14,979			19,561			13,855			422.6
Depreciation and amortization		10,100			11,034			12,436			13,514			412.1

Note: Cash dividends include distributions from earnings and capital surplus.

3

	As of December 31,
	2012		2013		2014		2015
	NT$		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		25,191		768.3
Working capital		14,221		15,295		23,632		18,108		552.2
Total assets		91,853		101,819		129,752		123,209		3,757.5
Short-term debt and current portion of long-term debt		5,617		5,688		9,660		8,781		267.8
Long-term debt		12,038		15,356		24,670		20,485		624.7
Total liabilities		32,935		39,947		58,979		53,680		1,637.1
Capital stock		31,164		31,164		31,164		31,164		950.4
Total stockholders’ equity		58,918		61,872		70,774		69,529		2,120.4

(1) Amounts translated for convenience at NT$32.79 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, 2015.

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$32.79 = 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, 2015. 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
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
2015		31.80		33.17		30.37		32.79
October		32.44		32.81		31.92		32.46
November		32.61		32.87		32.43		32.53
December		32.79		33.01		32.53		32.79
2016 (through April 8, 2016)		32.81		33.74		32.16		32.40
January		33.43		33.74		33.14		33.43
February		33.24		33.51		32.95		33.22
March		32.59		33.09		32.16		32.18
April (through April 8, 2016)		32.38		32.44		32.26		32.40

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

In recent times, several major systemic economic and financial crises negatively affected global business, banking and financial sectors, including the semiconductor industry and markets. These types of crises, including the prolonged decrease in economic growth or insolvency of major countries, could cause turmoil in global markets, resulting in declines in demand for our semiconductor packaging and testing services from which we generate our revenue. For example, there could be knock-on effects from these types of crises 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 2015 from 2014, 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. 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. Our capacity utilization in 2015 was affected by 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.

Many uncontrollable factors have caused and will continue to cause 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;

• 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.

6

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 2013, 2014 and 2015, 60.0%, 69.5% and 73.3% of our net operating revenues, respectively, were derived from sales to our top ten customers. In 2015, our largest customer accounted for 18.2% 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

Although the independent semiconductor packaging and testing industry is very competitive, several segments of the industry, such as advanced packaging, are not as competitive because they are dominated by a few major players. We face substantial competition from established packaging and testing companies, including Advanced Semiconductor Engineering, Inc. (Taiwan), Amkor Technology Inc. (USA) and Jiangsu Changjiang Electronics Technology Co., Ltd (China). 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 PRC. For example, we may face increased competition from the PRC for assembly and testing services of integrated circuits, where previously such competition was limited. On June 24, 2014, the PRC’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$506 billion or US$15.4 billion) of PRC government investment funds will be allocated to support the PRC semiconductor industry over the course of 10 years. As a result of such influx of funding to semiconductor companies in the PRC, our existing PRC customers may be required to allocate a certain portion of their purchase orders to PRC companies which could lead to a reduction in our business. Also, our PRC 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.

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.

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

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

Our significant shareholder, Advanced Semiconductor Engineering Inc., or ASE, may have interests that are different from those of our other shareholders

On October 1, 2015, ASE, a provider of semiconductor packaging and testing services and one of our competitors, acquired 24.99% of our issued and outstanding shares pursuant to an unsolicited public tender offer. On December 29, 2015, ASE launched its second unsolicited public tender offer to purchase a further 24.71% of our common shares, including those represented by ADSs, through concurrent tender offers in the United States and the ROC. The second tender offer was unsuccessful because of failure to satisfy tender offer conditions as ASE did not receive approval from the Taiwan Fair Trade Commission for its proposed combination with us before the expiration of the tender offer. On March 23, 2016, the Taiwan Fair Trade Commission announced that, given the failure of the tender offer, it has terminated its review of the proposed combination. However, ASE has announced that it will continue to seek to acquire our shares and has done so through open market purchases. We believe, as of April 1, 2016, ASE owned 1,037,000,000, or approximately 33.28 %, of our issued and outstanding shares. ASE has the ability to influence the outcome of matters that require shareholder votes, including the election of directors, the timing and payment of dividends, the adoption and amendments to our Articles of Incorporation and the approval of a merger or sale of substantially all our assets.

The interests of ASE may be different from or conflict with the interests of our other shareholders. ASE has taken actions in the past to delay or prevent the implementation of our business decisions, even if such transactions may be beneficial to our other shareholders, and may take such actions again in the future. For example, ASE, a player in the “System-in-Package”, or SiP, market opposed our alliance with Hon Hai, Precision Industry Co., Ltd., or Hon Hai, the world’s leading electronics manufacturing services provider. In August 2015, we entered into a strategic alliance with Hon Hai to jointly develop SiP and other related technologies. We believe that the strategic alliance with Hon Hai will, among other benefits, strengthen our position in the SiP market, in competition with ASE. We and Hon Hai had agreed to an exchange of shares as part of this strategic alliance. In order to effect the share exchange, we planned to hold an extraordinary shareholders’ meeting on October 15, 2015, or the 2015 EGM, to seek shareholder approval on two proposals. The first proposal, an amendment to our Articles of Incorporation to increase our authorized share capital, would provide us new shares to be issuable for the proposed share exchange with Hon Hai, and headroom for potential future operational and funding needs. The second proposal, an amendment to our procedures for acquisition and disposal of assets, would enable our investment in Hon Hai by increasing the limit of our investments from 20% of our net worth to 60% of our net worth. On October 2, 2015, ASE filed a preliminary injunction petition, or the ASE petition, in the Taichung District Court seeking to enjoin us from convening the 2015 EGM. The ASE petition was overruled and the 2015 EGM was held. Although neither proposal for shareholder approval passed, we plan to continue our strategic alliance with Hon Hai.

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 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.

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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 and China 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 production, and rinsing in the bumping process. According to the 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 on the 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. In September 2015, we were fined NT66.5 thousand dollars because of insufficient emergency actions to handle the malfunction of one of our wastewater treatment facilities. We may be required by new regulations to acquire costly equipment or to incur other significant expenses. If we fail to control the use of hazardous substances, we could incur future liabilities, including clean-up costs.

We and 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.

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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 that we exceed any standards 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 to 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 2013, 2014 and 2015, sales to our overseas customers, as determined by the jurisdiction in which each customer’s group is headquartered, accounted for 78.2%, 78.7% and 78.1%, 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.

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 2015 compliance year on or before the due date of May 31, 2016. 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.

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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 and NT$703 million (US$21.5 million) in 2014 and 2015, respectively. See notes 14, 15 and 38 to our audited consolidated financial statements included in this annual report.

We could be a party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material money damages and other remedies

We may initiate claims or litigation against third parties to protect our rights. Claims by or against us may be expensive to initiate or defend and may divert time and money away from our operations and hurt our performance. A significant judgment for any claims against us could materially and adversely affect our financial condition or results of operations. Any adverse publicity resulting from allegations against us may also materially and adversely affect our reputation or prospects, which in turn could adversely affect our results. For example, we filed a civil lawsuit against ASE in the Kaohsiung District Court in October 2015, requesting the court’s confirmation that ASE does not have the right to request registration as a shareholder in our shareholder register, on the ground that ASE’s tender offer violated various laws and regulations in Taiwan. If the Kaohsiung District Court makes a ruling against us, we may suffer enormous loss of orders from existing customers and this may adversely affect our operation and prospects.

Risks Relating to Our Technologies

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

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

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

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

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

• the level of contaminants in the manufacturing environment;

• human error;

• equipment malfunction;

• incorrect process condition setting;

• use of defective raw materials; and

• inadequate sample testing.

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

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.”

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.

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

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

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 ROC, and the PRC

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

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

Our shares are listed on the Taiwan Stock Exchange. The trading price of our ADSs may be affected by the trading price of our shares on the Taiwan Stock Exchange. The Taiwan Stock Exchange is a smaller market and, more volatile than the securities markets in the United States and a number of European countries. The Taiwan Stock Exchange has experienced substantial fluctuations in the prices and volumes of sales of listed securities, and there are currently limits on the range of daily price movements on the Taiwan Stock Exchange. During 2015, the Taiwan Stock Exchange Index peaked at 9,973.12 on April 27 and reached a low of 7,410.34 on August 24. From January 1, 2015 to December 31, 2015, daily closing values of our shares ranged from NT$33.10 per share to NT$56.20 per share. The Taiwan Stock Exchange is particularly volatile during times of political instability, including when relations between Taiwan and the PRC are strained. Moreover, the Taiwan Stock Exchange has experienced problems including market manipulation, insider trading and settlement defaults. The recurrence of these or similar problems could decrease the market price and liquidity of our shares and ADSs.

The market price of the ADSs may also be affected by general trading activities on the U.S. stock exchanges, which have experienced significant price volatility with respect to shares of technology companies. Fluctuations in interest rates and other general economic conditions, such as recession and economic downturns caused by the 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, 2015. Over the same period, the NASDAQ Composite Index ranged from 1,114.11 to 5,218.86.

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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 2015, the foreign exchange rate between the U.S. dollar and the NT dollar has ranged from a high of NT$33.17 per US$1.00 to a low of NT$30.37 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. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Foreign Exchange Risk.”

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.

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

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 are exempt from income tax. Without such exemption, the income tax rate for such revenue is 17%. 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 PRC

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

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

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

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

The exchange rate between the Renminbi and the U.S. dollar and other foreign currencies is affected by, among other things, changes in China’s political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the 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 PRC 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 21.7% against the U.S. dollar between July 21, 2005 and December 31, 2015. 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. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Foreign Exchange Risk.”

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

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

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

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

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

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

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

Moreover, holders of the ADSs do not have individual rights to propose any matter for shareholders’ votes at our shareholders’ meetings. However, holders of at least 51% of the 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.

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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 NT$49.4668 per common share. As of March 31, 2016, 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 245,756,750 common shares if based on the current conversion price, representing approximately 7.9% of our outstanding shares as of March 31, 2016. 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 ROC corporations. The rights of our shareholders to bring shareholders’ suits against us or our board of directors under ROC law are much more limited than those of the shareholders of U.S. corporations. Therefore, our public shareholders may have more difficulty protecting their interests in connection with actions taken by our management, members of our board of directors or controlling shareholders than they would as shareholders of a U.S. corporation. Please refer to “Item 10. Additional Information—B. Memorandum and Articles of Association” included elsewhere in this annual report for a detailed discussion of the rights of our shareholders to bring legal actions against us or our directors under ROC law.

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

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

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

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

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

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

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

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

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

Based upon the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company, or PFIC, for 2015, 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 2015 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.”

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 ROC 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 PRC, 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. In 2015, we established a new wholly-owned subsidiary with the same name, Siliconware Investment Co., Ltd., for the purpose of conducting long-term investments.

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” and “— B. Business Overview — Strategic Investments and Dispositions.”

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On August 24, 2015, ASE commenced an unsolicited tender offer to purchase up to 779,000,000 of our common shares, including those represented by ADSs, which represents approximately 24.99% of our issued and outstanding share capital, through concurrent tender offers in the United States and the ROC. ASE offered to pay NT$45.00 for each common share, or NT$225.00 for each ADS. ASE’s tender offer was successful, and on September 22, 2015, ASE accepted for payment 725,749,060 common shares and 10,650,188 ADSs. The purchase was funded by ASE with cash on hand of approximately NT$35.1 billion. On December 29, 2015, ASE launched its second unsolicited public tender offer to purchase up to 770,000,000 of our common shares, including those represented by ADSs, which represents approximately 24.71% of our issued and outstanding share capital, through concurrent tender offers in the United States and the ROC. ASE offered to pay NT$55.00 for each common share, or NT$275.00 for reach ADS. The second tender offer was unsuccessful because of failure to satisfy tender offer conditions as ASE did not receive approval from the Taiwan Fair Trade Commission for its proposed combination with us before the expiration of the tender offer. On March 23, 2016, the Taiwan Fair Trade Commission announced that, given the failure of the tender offer, it has terminated its review of the proposed combination. However, ASE has announced that it will continue to seek to acquire our shares and has done so through open market purchases.

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. 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 2015, 87.9% of our net operating revenues were from packaging services and 11.5% of our net operating revenues were from testing. The following table shows, for the periods indicated, the amount and percentage of our revenues by categories of our total net operating revenues:

	Years Ended December 31,
	2013				2014				2015
	NT$		%		NT$		%		NT$		%
	(in millions, except percentages)
Substrate base		24,402		35.2		24,099		29.0		21,316		25.7
Lead-frame base		15,288		22.0		15,573		18.7		14,943		18.0
Bumping and flip-chip		21,378		30.8		32,797		39.5		36,494		44.2
Subtotal packaging revenue		61,068		88.0		72,469		87.2		72,753		87.9
Testing		7,798		11.3		9,852		11.9		9,551		11.5
Others(1)		490		0.7		750		0.9		536		0.6
Total net operating revenue		69,356		100.0		83,071		100.0		82,840		100.0

(1) Primarily consists of revenues generated from change kit and socket design services for mixed signal and RF integrated circuits and sales of raw materials to customers the purchase orders of whom were anticipated due to the customer’ pervious indication but were not placed, and the customers agreed to purchase such raw materials prior to their expiry dates.

In this annual report, we present our revenues using the five categories of (i) substrate base, (ii) lead-frame base, (iii) bumping and flip-chip, (iv) testing and (v) others to better reflect our business. In prior annual reports, we presented our revenues using the five categories of (i) substrate base packages, (ii) lead-frame base packages, (iii) other packages and (iv) testing and other revenues.

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

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

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

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

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

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

Because our services are, and will continue to be, dependent on the requirements of semiconductor companies for independent testing and assembly services, any downturn in the highly cyclical semiconductor industry may reduce demand for our services and adversely affect our result of operations. Therefore, our operations are subject to seasonal effects.

Our 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.

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.

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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 Base

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

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

• smaller size;

• greater pin count;

• greater reliability;

• better electrical signal integrity; and

• easier attachment to a printed circuit board.

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

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

Furthermore, we have developed module packages, with multiple chips integrated into one package, in order to meet the growing demand for SIP for applications in personal computers, communications devices and consumer products.

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Lead-Frame Base

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.

Bumping and Flip-Chip

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 packages, or CSPs, on flexible or rigid substrates as well as lead-frames, which are suitable for the portable consumer market.

Testing

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.

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.

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Customers

We currently have more than 100 customers worldwide, and our customers include many of the largest semiconductor companies in the world. In 2013, 2014 and 2015, 60.0%, 69.5% and 73.3% of our net operating revenues were derived from sales to our top ten customers, respectively. In 2015, our largest customer accounted for 18.2% of our net operating revenues.

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’s group is headquartered:

	Years Ended December 31,
	2013				2014				2015
	NT$		%		NT$		%		NT$		%
	(in millions, except percentages)
Taiwan		15,137		21.8		17,673		21.3		18,106		21.9
Other Asian countries:		14,601		21.1		19,051		22.9		22,986		27.7
China		13,297		19.1		17,307		20.8		21,319		25.7
Others		1,304		2.0		1,744		2.1		1,667		2.0
North America:		34,022		49.1		39,198		47.2		33,277		40.2
United States		28,940		41.7		34,580		41.6		30,076		36.3
Others		5,082		7.4		4,618		5.6		3,201		3.9
Europe and Others(1)		5,596		8.0		7,149		8.6		8,471		10.2
Total		69,356		100.0		83,071		100.0		82,840		100.0

(1) Include primarily Germany.

In this annual report, we present our sales based on the jurisdiction in which each customer’s group is headquartered to better reflect the geographic breakdown of our sales. In previous annual reports, we present the geographic break down of our sales based on the jurisdictions of customer subsidiaries with whom we transact directly.

Sales from purchase orders received from outside of Taiwan, as determined by the jurisdiction in which each customer’s group is headquartered, accounted for 78.2%, 78.7% and 78.1% of our net operating revenues in 2013, 2014 and 2015, respectively. We primarily target semiconductor companies that contract their wafer foundry services to major independent ROC foundries. Our customers mainly require chip scale packages and flip-chip packages.

We receive orders from both fabless and Integrated Device Manufacturer, or IDM, customer types. Due to our strategic plan to focus on high-end products, we have higher proportion of fabless revenue. The following table shows, for the periods indicated, the amount and percentage of our revenues by categories of customer types:

	Years Ended December 31,
	2013				2014				2015
	NT$		%		NT$		%		NT$		%
	(in millions, except percentages)
Fabless		65,386		94.3		78,698		94.7		78,906		95.3
IDM		3,970		5.7		4,373		5.3		3,934		4.7
Total net operating revenue		69,356		100.0		83,071		100.0		82,840		100.0

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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.

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.

The end applications of our products are categorized into communication, consumer, computing, and memory. Communication comprises the highest proportion of end applications for our products. We adjust our product portfolio from time to time in line with changes in market demand. The following table shows, for the periods indicated, the amount and percentage of our revenues by categories of end applications of the products which we packaged and tested:

	Years Ended December 31,
	2013				2014				2015
	NT$		%		NT$		%		NT$		%
	(in millions, except percentages)
Communication		41,612		60.0		52,335		63.0		53,651		64.8
Computing		10,001		14.4		10,115		12.2		8,076		9.7
Consumer		14,554		21.0		17,297		20.8		18,427		22.2
Memory		3,189		4.6		3,323		4.0		2,686		3.3
Total net operating revenue		69,356		100.0		83,071		100.0		82,840		100.0

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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. Furthermore, our subsidiary Siliconware Suzhou mainly serves PRC customers.

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.

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 2015. 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.

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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.

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 2013, 2014 and 2015, our research and development expenses amounted to NT$3,407 million, NT$3,626 million and NT$3,739 million (US$114.0 million), respectively.

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

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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 2015, the spot price of gold fluctuated from a low of approximately US$1,049.4 per ounce to a high of approximately US$1,298 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 have continued to develop copper wire bonding processes. Our major suppliers of raw materials, which include Nanya Printed Circuit Board Corp., Unimicron Technology Corp. and Kinsus Interconnect Technology Corp., are leading companies in the types of materials they supply. We work closely with them and provide them with rolling forecasts. For 2013, 2014 and 2015, our raw material costs were 45.3%, 44.4% and 42.2%, 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 Applied Materials South East Asia Pte, Ltd., Lam Research International Sarl. and Ultratech SE Asia PTE. LTD.

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., Tokyo Electron Ltd. and Teradyne (Asia) Pte Ltd.

As of December 31, 2015, we operated 5,560 wire bonders and 441 testers in Taiwan. In addition, our subsidiary, Siliconware Suzhou has 1,763 wire bonders and 88 testers in the PRC We must order equipment in advance of customer demand to expand our capacity, based on our expectation of future demand for our packaging and testing services.

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 Jiangsu Changjiang Electronics Technology Co., Ltd (China). 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;

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• technical competence;

• manufacturing yields;

• manufacturing cycle times;

• customer service; and

• price.

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. As of December 31, 2015, our major outstanding investments included:

• Unimicron Technology Corporation, or Unimicron. As of December 31, 2015, we held a 4.97% equity interest in Unimicron, a supplier of semiconductor raw materials, including substrates. On December 28, 2015, we announced our board resolution to dispose of our shares in Unimicron to better deploy our capital for operations. In February 2016, we disposed all shares of Unimicron for NT$1,082 million (US$33.0 million).

• ChipMOS Technologies (Bermuda) Ltd., or ChipMOS Bermuda, a semiconductor packaging and testing and LCD driver and IC manufacturing company. As of December 31, 2015, our equity interest in ChipMOS Bermuda was 4.56%.

• ChipMOS Technologies Inc., or ChipMOS Taiwan, a semiconductor packaging and testing services company for flat-panel display drivers and advanced memory products. As of December 31, 2015, we held a 14.82% equity interest in ChipMOS Taiwan. In January 2016, ChipMOS Bermuda and ChipMOS Taiwan announced an agreement to merge. For further information of merge, please refer to Note 35 in our consolidated financial statements included in this annual report.

• AcSiP Technology Corp., or AcSiP, a provider of single and integrated wireless system-in-package solutions. In December 2015, we disposed all shares of AcSiP for NT$30 million (US$0.9 million) to better deploy our capital for operations.

• In order to develop new generation substrates and increase substrate supply sources, we had acquired shares in Interconnect Tech Pte. Ltd., or Interconnect. In October 2015, Interconnect sold its major assets and liabilities to ASM Advanced Packaging Materials Pte. Ltd., or AAPM, a substrate supplier located in Singapore, in exchange for cash and 39% interests in AAPM. Interconnect subsequently reduced its capital in December 2015. The 39% interests in AAPM were distributed to us as capital return. As of December 31, 2015, we held a 39% equity interest in AAPM.

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• In order to better deploy our capital to achieve a stable return, in November 2015, we acquired a long-term investment of 48.0 million common shares of Yann Yuan Investment Co., Ltd., or Yann Yuan, an investment company for NT$ 2.4 billion through our investment of NT$2.401 billion in our wholly-owned subsidiary, Siliconware Investment Co., Ltd. As of December 31, 2015, we held a 33.33% equity interest in Yann Yuan.

Intellectual Property

As of December 31, 2015, we held 536 Taiwan patents, 406 U.S. patents and 130 PRC patents related to various semiconductor packaging technologies, including patents for improvements of thermal and electrical performance used in the semiconductor packaging process. As of December 31, 2015, we also had a total of 239 pending patent applications in the United States, 471 in Taiwan and 347 in the PRC. In addition, “SPIL” is registered as a trademark and as a servicemark in Taiwan.

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, 2013, 2014 and 2015 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:

• 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 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 excessive molding resin.

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As for the newly developed bumping process, wastewater is produced when water is used for rinsing wafers in the processes of developing, 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 certified by the Environmental Protection Administration. Furthermore, we also actively monitor any changes in the international environmental requirements in the electronics and semiconductor industries in order to quickly respond accordingly. 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 ROC 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 an 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 2010, we have implemented our greenhouse gas inventory and ISO 14064-1 verification of all factories and dormitories. We also have been disclosing through the Carbon Disclosure Project for the past nine years. In 2015 we were elected by the Hong Kong and South East Asia Climate Disclosure Leadership Index (CDLI) for our good performance in greenhouse management. In order to control energy usage, we introduced and passed the ISO 50001 energy management system certification in 2013.

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.

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Capital Expenditures and Divestitures

Our capital expenditures amounted to NT$14,979 million, NT$19,561 million and NT$13,855 million (US$422.5 million) in 2013, 2014 and 2015, respectively. Our initial budget for capital expenditures for 2016 is approximately NT$13,950 million (US$425.4 million), which is mostly funded from our retained earnings and borrowings. We expect our capital expenditures in 2016 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 for the periods indicated.

	Years Ended December 31,
	2013		2014		2015
	NT$		NT$		NT$		US$
	(in millions)
Equipment purchases		12,632		12,533		11,535		351.8
Land and building construction and purchases		2,347		7,028		2,320		70.8

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.”

We filed a civil lawsuit against ASE in the Kaohsiung District Court in October 2015, requesting the court’s confirmation that ASE does not have the right to request registration as a shareholder in our shareholder register, on the ground that ASE’s tender offer violated various laws and regulations in Taiwan. See “Item 3. Key Information — D. Risk Factors — Risks Relating to Our Financial Condition and Business — We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material money damages and other remedies.”

C. Organizational Structure

The following table sets forth certain information as of December 31, 2015 regarding certain companies in which we consolidated and the principal business of each such entity.

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	%
Siliconware Investment Co., Ltd.	Investment activities	Taipei, Taiwan	NT$	2,401			100.00	%

(1) Contributed capital.

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The following table sets forth certain information regarding our investees as of December 31, 2015.

Company	Main Activities	Location	Total Paid-in Capital of Such Entity			Direct/Indirect Equity Interest
			(in millions)
ChipMOS Technologies (Bermuda) Inc. (1)	Investment activities	Bermuda	US$	1.1			4.56	%
Unimicron Technology Corp.	Researching, developing, manufacturing and selling ball grid array substrate	Taoyuan, Taiwan	NT$	15,386			4.97	%
ChipMOS Technologies Inc. (1)	Assembly and testing services of integrated circuits	Hsinchu, Taiwan	NT$	8,962			14.82	%
Hsieh Yong Capital Co., Ltd.	Investment activities	Taipei, Taiwan	NT$	7,631			7.58	%
Mega Mission Limited Partnership	Investment activities	Cayman Islands	US$	150	(2)		4.00	%
Vertical Circuits, Inc.	Providing advanced packaging technology, products, services and intellectual property	Scotts Valley, CA, USA	US$	0	(3)		30.68	%
ASM Advanced Packaging Materials Pte. Ltd.	Designing, manufacturing, and selling substrates	Singapore	US$	10.8			39.00	%
Yann Yuan Investment Co., Ltd.	Investment activities	Taipei, Taiwan	NT$	1,440			33.33	%

(1) In January 2016, ChipMOS Bermuda and ChipMOS Taiwan announced an agreement to merge. For further information of merge, please refer to Note 35 in our consolidated financial statements included in this annual report.

(2) Contributed capital.

(3) 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, 2015.

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		5,560 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)	1,763 wire bonders and 88 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.

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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$7,100 million, NT$14,105 million and NT$12,998 million (US$396.4 million) in 2013, 2014 and 2015, respectively. 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.

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. For information relating to risks associated with gold prices and foreign currency fluctuation, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Commodity Price Risk” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Foreign Exchange Risk.”

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Consolidation

In accordance with IFRS, we consolidated five subsidiaries: SPIL (B.V.I.) Holding Limited, Siliconware U.S.A. Inc., SPIL (Cayman) Holding Limited, Siliconware Technology (Suzhou) Limited and Siliconware Investment Co., Ltd., each in which we own a 100% equity interest.

Mix of Services

The following table shows, for the periods indicated, the amount and percentage 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,
	2013				2014				2015
	NT$		%		NT$		%		NT$		%
	(in millions, except percentages)
Substrate base		24,402		35.2		24,099		29.0		21,316		25.7
Lead-frame base		15,288		22.0		15,573		18.7		14,943		18.0
Bumping and flip-chip		21,378		30.8		32,797		39.5		36,494		44.2
Subtotal packaging revenue		61,068		88.0		72,469		87.2		72,753		87.9
Testing		7,798		11.3		9,852		11.9		9,551		11.5
Others(1)		490		0.7		750		0.9		536		0.6
Total net operating revenue		69,356		100.0		83,071		100.0		82,840		100.0

(1) Primarily consists of revenues generated from change kit and socket design services for mixed signal and RF integrated circuits and sales of raw materials to customers the purchase orders of whom were anticipated due to the customer’ pervious indication but were not placed, and the customers agreed to purchase such raw materials prior to their expiry dates

Expansion and Utilization Rate

As we focus on aligning our capacity to meet changing customer demand, the number of our wire bonders decreased from 7,759 as of December 31, 2013 to 7,384 as of December 31, 2014 to 7,323 as of December 31, 2015.

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 88%, 90% and 85% in 2013, 2014 and 2015, respectively.

Strategic Alliances

As consumer demand for smart phones, wearables and internet of things increase, the trend of consumer electronics development has seen an increase in demand for smaller form factors, energy saving, and high performance, which require minimizing size, weight and better thermal dissipation. To address this growing demand , we entered into a strategic alliance with Hon Hai in August 2015, pursuant to which we will work with Hon Hai to jointly develop SiP and other related technologies.

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In addition, in order to further expand our market shares in both mainland China and globally, we entered into a strategic alliance with Tsinghua Unigroup Ltd., or Unigroup, in December 2015. Unigroup has established a complete and strong semiconductor platform across the global supply chain. Under the strategic alliance, we will be able to cooperate and build long-term business relationships with Unigroup’s many investee companies. In connection with the strategic alliance, we and Unigroup entered into a Share Subscription Agreement, pursuant to which Unigroup will subscribe to 1,033 million of our newly issued common shares, which represent approximately 24.9% of our issued and outstanding share capital, at NT$55 per share. The transaction is subject to closing conditions, including shareholder and regulatory approval. We proposed an extraordinary shareholders meeting in January 2016 to discuss the Unigroup transaction, but such meeting was subsequently suspended.

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 accounting estimates and judgement which may significantly impact the carrying value of our assets and liabilities, including key assumptions applied to determine the value of our defined benefit pension plan obligation, fair value of conversion option derivatives and available-for-sale equity investment. 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 note 5 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 the most significant judgments and estimates used in the preparation of our audited consolidated financial statements. For further information on our significant accounting policies, please refer to Note 4 in our consolidated financial statements included in this annual report.

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 us include wafer bumping, wafer sort, IC packaging and final testing. Our actual services and fees may vary by customers and are pre-agreed before provision of services. We regard 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 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 discount allowance is estimated based on historical experiences and recorded as a deduction to the revenue.

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Impairment of available-for-sale equity securities

Investments in available-for-sale equity securities are measured at fair value. A significant or prolonged decline in the fair value of the securities below their acquisition cost is considered as an indicator that the securities are other than temporarily impaired. We consider all available evidence such as market conditions and prices, investee-specific factors and the duration as well as the extent to which fair value is less than acquisition cost in evaluating potential impairment of its available-for-sale financial assets. If any such evidence exists for available-for-sale financial assets, we recognize a 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 the income statement. Impairment losses recognized in the income statement on equity instruments are not reversed.

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 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$25 million in 2013. These tax exemptions expired in May 2013.

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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. As a result, our tax savings amounted to approximately NT$679.07 million (US$20.7 million) in 2015.

We also benefited 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 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. Historically, these tax incentives have resulted in decreases of income tax payable by approximately NT$ 336 million and NT$ 327 million in 2013 and 2014, respectively. These tax incentives did not result in any decrease of income tax payable in 2015.

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,
	2013			2014			2015
	%			%			%
Net operating revenues		100.0			100.0			100.0
Operating costs		79.2			74.7			73.9
Gross profit		20.8			25.3			26.1
Operating expenses:
Selling expenses		1.2			1.1			1.2
General and administrative expenses		3.3			3.1			4.4
Research and development expenses		4.9			4.4			4.5
Loss on settlement		1.3			—			—
Operating expenses		10.7			8.6			10.1
Other income and expense		0.1			0.3			(0.3	)
Operating profit		10.2			17.0			15.7
Net non-operating income (expense)		0.5			0.2			(3.2	)
Income before income tax		10.7			17.2			12.5
Income tax expense		(2.3	)		(3.7	)		(1.6	)
Net income		8.4			13.5			10.9

The Year ended December 31, 2015 compared to the Year Ended December 31, 2014

Net operating revenues. Net operating revenues decreased by 0.3% from NT$83,071 million in 2014 to NT$82,840 million (US$2,526.4 million) in 2015. The decrease in net operating revenues was primarily due to excess inventory and a decline in average selling prices of our semiconductor packages.

In 2015, substrate base package accounted for 25.7% of our net operating revenues, down from 29.0% in 2014. The decrease in substrate base package sales was due to decrease in demand as smaller, more efficient substitutes emerge, and flip-chip replacing substrate base package demand.

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In 2015, lead-frame base package accounted for 18.0% of our net operating revenues, down from 18.7% in 2014. The decrease in lead-frame base package sales was attributable to decrease in demand as smaller and/or more efficient substitutes emerge.

In 2015, bumping and flip-chip revenues accounted for 44.2% of our net operating revenues, up from 39.5% in 2014. The increase in bumping and flip-chip revenues was attributable to the increased demand for portable devices.

In 2015, testing revenues accounted for 11.5% of our net operating revenues, down from 11.9% in 2014. The slight decrease in testing revenue was attributable to decrease in semiconductor demand.

Gross profit and gross margin. Our gross profit increased by 2.9% from NT$20,990 million in 2014 to NT$ 21,609 million (US$ 659.0 million) in 2015 mainly due to the decrease of operating costs. Our gross margin (gross profit as a percentage of net operating revenues) increased from 25.3% in 2014 to 26.1% in 2015, mainly attributable to favorable product mix. Our operating costs decreased by 1.4% from NT$62,081 million in 2014 to NT$ 61,231 million (US$ 1,867.4 million) in 2015, in line with our decrease in operating revenues.

Operating expenses. Operating expenses increased by 16.5% from NT$7,169 million in 2014 to NT$8,355 million (US$254.8 million) in 2015. Operating expenses as a percentage of net operating revenues was 8.6% and 10.1% in 2014 and 2015, respectively.

Selling expenses. Selling expenses increased by NT$7 million between these two years mainly due to an increase in employee bonuses.

General and administrative expenses. General and administrative expenses increased by NT$1,066 million mainly due to an increase in preparations for the new plant and expansion costs and employee bonuses.

Research and development expenses. Research and development expenses increased by NT$113 million mainly due to an increase in the expense of new package development.

Other income and expenses. Other expenses increased by NT$540 million mainly due to the increase in loss on damages and claims.

Operating income and operating margin. We recorded operating income of NT$14,105 million and an operating margin of 17.0% (operating income as a percentage of net operating revenues) in 2014 and generated operating income of NT$12,998 million (US$396.4 million) and an operating margin of 15.7% in 2015. The decrease in operating margin was primarily due to increase in operating expenses.

Net non-operating income. Our net non-operating income (expense) decreased from NT$163 million in 2014 to NT$(2,621) million (US$(79.9) million) in 2015. The decrease in net non-operating income (expense) was primarily due to an increase in impairment loss of available-for-sale financial assets. Net foreign exchange gain(loss) decreased from NT$483 million in 2014 to NT$(77) million (US$(2.4) million) in 2015. Finance costs increased from NT$403 million in 2014 to NT$565 million (US$17.2 million) in 2015. The increase was primarily due to interest from amortization of Convertible bond. We recognized the full year effect on interest amortization in 2015, compared to the 3-month worth of interest expense incurred (i.e., convertible bond was issued in October 2014)

Income tax expense. We recognized income tax expense of NT$3,050 million in 2014 compared to NT$1,366 million (US$41.7 million) in 2015 primarily due to decrease in taxable income.

Net income. As a result of the factors discussed above, our net income decreased from NT$11,218 million in 2014 to NT$9,011 million (US$274.8 million) in 2015.

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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 in 2014. The increase in net operating revenues was primarily due to increase in semiconductor demand.

In 2014, substrate base package accounted for 29.0% of our net operating revenues, down from 35.2% in 2013. The decrease in substrate base package sales was due to decrease in demand of portable devices.

In 2014, lead-frame base package accounted for 18.7% of our net operating revenues, down from 22.0% in 2013. The increase in lead-frame base package sales was attributable to portable devices and the Internet of Things (IoT).

In 2014, bumping and flip-chip revenues accounted for 39.5% of our net operating revenues, up from 30.8% in 2013. The increase in bumping and flip-chip revenues was attributable to the increased demand for portable devices

In 2014, testing revenue accounted for 11.9% of our net operating revenues, up from 11.3% in 2013. The increase in testing revenues was attributable to increase in semiconductor demand.

Gross profit and gross margin. Our gross profit increased by 45.5% from NT$14,430 million in 2013 to NT$20,990 million in 2014 mainly due to our revenue increase of 19.8%. Our gross margin 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 in 2014, in line with our increase in operating revenues.

Operating expenses. Operating expenses decreased by 3.0% from NT$7,391 million in 2013 to NT$7,169 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% in 2013 and generated operating income of NT$14,105 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 in 2014. The decrease in net non-operating income was primarily due to the increase in finance cost of NT$132 million, impairment loss in our equity method investee, Interconnect, of NT$442 million and net loss arising from financial liabilities at fair value through profit or loss of NT$321 million, partially offset by the increase in gain on disposal of investments of NT$643 million. Net foreign exchange gain increased from NT$437 million in 2013 to NT$483 million in 2014.

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Income tax expense. We recognized income tax expense of NT$1,607 million in 2013 compared to NT$3,050 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 in 2014.

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. Pursuant to the loan agreement, we should maintain, on a semi-annual and annual basis, certain financial covenants, such as current ratio, liability to tangible net worth ratio as well as the ratio of interest coverage. As of December 31, 2015, we were in full compliance with all the financial covenants. 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$1.80 and NT$3.00 per share in 2013 and 2014. On February 24, 2016, our board of directors approved a proposal to distribute cash dividends of NT$2.80 per share for 2015, and an additional cash distribution proposal of NT$1.00 per share from capital surplus. This proposed dividend is subject to shareholders’ approval. We may continue our trend of paying cash dividends, which may cause our liquidity to decrease.

Liquidity

As of December 31, 2015, our primary source of liquidity was NT$25,191 million (US$768.3 million) of cash and cash equivalents. As of December 31, 2015, we had total availability under existing short-term lines of credit of NT$9,153 million (US$279.1 million) from seven domestic and foreign financial institutions, of which NT$2,828 million (US$86.3 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, 2015:

• 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, 2015, we had drawn down the full amount from this credit facility, and repaid aggregate amounts of NT$1,086 million and US$133.3 million, respectively.

• In November 2013, we entered into a credit facility led by China Development Industrial Bank (“CDIB”) in the amount of NT$1.5 billion for working capital purposes. This facility, which was transferred by CDIB to KGI Bank in May 2015, is a long-term floating interest rate credit facility expiring and repayable in December 2016. As of December 31, 2015, 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, 2015, we had drawn down the full amount from this credit facility.

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• 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, 2015, 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, 2015, 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 expiring in July 2020 and repayable in six semi-annual installments starting from January 2018. As of December 31, 2015, we had drawn down the full amount from this credit facility.

• 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 expiring in November 2020 and repayable in six semi-annual installments starting from May 2018. As of December 31, 2015, we had drawn down the full amount from this credit facility.

• 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, 2015, we had short-term and long-term borrowings of NT$2,790 million (US$85.1 million) and NT$13,857 million (US$422.6 million), exclusive of loan arrangement fees of NT$8 million, respectively, outstanding under these facilities.

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

	Years Ended December 31,
	2013			2014			2015
	NT$			NT$			NT$			US$
	(in millions)
Net cash provided by operating activities		17,748			24,945			26,784			816.8
Net cash used in investing activities		(15,588	)		(19,243	)		(16,587	)		(505.9	)
Net cash provided (used) in financing activities		(1,150	)		7,292			(15,096	)		(460.4	)
Effect of exchange rate changes on cash		113			185			(64	)		(1.9	)
Net (decrease) increase in cash and cash equivalents		1,123			13,179			(4,963	)		(151.4	)

Net Cash Provided by Operating Activities

In 2015, net cash provided by operations was NT$26,784 million (US$816.8 million) compared to NT$24,945 million in 2014. The increase in net cash provided by operating activities was primarily the result of the collection of overdue accounts receivables in 2015.

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In 2014, net cash provided by operations was NT$24,945 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.

Net Cash Used in Investing Activities

In 2015, cash used in investing activities was NT$16,587 million (US$505.9 million) compared to NT$19,243 million in 2014. The decrease in net cash used in investing activities was primarily the result of a decrease in capital expenditures.

In 2014, cash used in investing activities was NT$19,243 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.

Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities was NT$15,096 million (US$460.4 million) in 2015. In 2015, net cash used in financing activities reflected primarily the payment of stockholders’ dividends of NT$9,349 million (US$285.1 million) and long-term loans of NT$8,236 million (US$251.2 million).

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

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.

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 2016 is approximately NT$13,950 million (US$425.4 million), which is mostly funded from our retained earnings and borrowings. We expect that our capital expenditures in 2016 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 0.79% in 2013, 1.20% in 2014 and -0.31% in 2015. We do not believe that inflation in Taiwan has had a material impact on our results of operations.

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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.

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, 2018. Earlier application is permitted.

IFRS 16, ‘Leases’ addresses the definition of a lease, recognition and measurement of leases and establishes principles for reporting useful information to users of financial statements about the leasing activities of both lessees and lessors. A key change arising from IFRS 16 is that most operating leases will be accounted for on balance sheet for lessees. The standard replaces IAS 17 ‘Leases’, and related interpretations. An entity shall apply IFRS 16 for annual periods beginning on or after 1 January, 2019 and earlier application is permitted subject to the entity adopting IFRS 15 ‘Revenue from contracts with customers’ at the same time.

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 2015. 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, 2015, we do not have any off-balance sheet arrangements.

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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, 2015.

	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)		13,857		5,995		5,695		2,167		—
Unsecured overseas convertible bonds		13,822		—		—		13,822		—
Short-term loans		2,790		2,790		—		—		—
Purchase obligations(3)		8,264		8,264		—		—		—
Operating leases(4)		1,240		177		311		39		713
Total contractual cash obligations		33,031		10,284		19,828		2,206		713

(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 account payable and unpaid commitments for construction. These commitments were not recorded on our consolidated balance sheets as of December 31, 2015, as we have not received related goods or taken title of the property. See note 34 to our consolidated financial statements included in this annual report. Total contractual amounts of buildings were approximately NT$2,272 million (US$69.3 million), of which NT$1,322 million (US$40.3 million) remained unpaid as of December 31, 2015.

(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.

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, 2015 include NT$1,207 million (US$36.8 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$1.5 million) to the pension plan in 2016.

G. Safe Harbor

See “Forward-Looking Statements in This Annual Report May Not Be Accurate.”

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

Pursuant to ROC 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 ROC Securities and Exchange Act, the ROC Company Act and other laws applicable to the supervisors are also applicable to the audit committee.

Our audit committee, which is composed of all of our three independent directors, assume the responsibilities of supervisors pursuant to the ROC Securities and Exchange Act.

Pursuant to the ROC 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, 2016. The business address of our directors and executive officers is the same as our registered address.

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Name	Age	Position	Years with us	Principal Business Activities Performed Outside Our Company
Bough Lin	64	Chairman; Executive Vice President	32	Director of SPIL’s subsidiaries.
Chi-Wen Tsai	68	Vice Chairman; President	32	Director of SPIL’s subsidiaries.
Wen-Lung Lin	64	Director	11	Chairman of Ku-Ming Investment Co.
Yen-Chun Chang	61	Director; Senior Vice President; Chief Operating Officer	32	Director of SPIL’s subsidiary.
Randy Hsiao-Yu Lo	59	Director	18	President & CEO, Siliconware, USA, Inc.
Teresa Wang(1)	60	Director	6	Director of Unimicron Technology Corporation CFO of Phoenix Precision Technology
John Hsuan	64	Independent Director(2)	1	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	63	Independent Director(2)	1	Professor of Tunghai University
William W. Sheng	56	Independent Director(2)	1	Independent Director of Skymedi Corporation Independent Director of Epistar Corporation. Independent Director of Advanced Lithium Electrochemistry (Cayman) Co., Ltd. Supervisor of Elite Semiconductor Memory Technology Inc. Professor of National Taichung University of Science and Technology
Kun-Yi Chien	60	Senior Vice President	27	None
Mike Ma	56	Vice President	6	None
Chien-Hua Chen	61	Vice President	17	None
Eric Wu	50	Vice President	15	None
C.S Hsiao	57	Vice President	29	None
John Yu	51	Vice President	24	None
Patrick Lin	59	Vice President	15	None
Eva Chen	58	Vice President; Chief Financial Officer	11	None
Ching-Yu Hsu	53	Vice President	28	None
River Gu	57	Vice President	28	None
David Tseng	53	Vice President	31	None
Rick Lee	51	Vice President	8	None
Michael Chang	54	Vice President	17	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.

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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 Company Ltd.

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.

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 President Secretariat Office. 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.

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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.

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.

Michael Chang is our vice president of Operation Business Unit 6. He graduated from Chung Yuan Christian University in Taiwan in 1984 with a Bachelor’s degree in industrial engineering.

B. Compensation of Directors and Executive Officers

The aggregate compensation paid and in-kind benefits granted to our directors and executive officers in 2015 was NT$374 million (US$11.4 million).

According to our articles of incorporation, compensation provided to our directors 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. Pursuant to an amendment to the ROC Company Act in May 2015, director compensation is no longer considered as earnings distribution. Instead, a company shall stipulate in its articles of incorporation a fixed amount or ratio of annual profit, after reserving the amount necessary to cover accumulated deficit, if any, to be distributed as director compensation. The annual profit is defined as income before income tax, employee bonuses and director compensation. As required by this amendment to the ROC Company Act, our board of directors approved an amendment to our articles of incorporation in December 2015, to set aside 1% or less of our annual profit, after covering any accumulated deficit, as director compensation, and we determined the amount of director compensation in 2015 accordingly. The amended articles of incorporation shall be resolved at the annual shareholders’ meeting to be held in 2016.

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.

Compensation Committee

We currently follow the practice under the ROC Securities and Exchange Act, as amended on November 24, 2010, which requires all publicly listed companies in the ROC, 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.”

48

D. Employees

As of December 31, 2013, 2014 and 2015, we, together with our subsidiaries, had 22,799, 23,611 and 23,851 full-time employees, respectively. Of these employees, as of December 31, 2015, 19,896 were located in Taiwan, 3,891 were located in Mainland China, and 64 were located in the United States. Employee salaries are reviewed once or twice a year. Salaries are adjusted based on industry standards, inflation and individual performance. As an incentive, additional bonuses in cash may be paid at the discretion of the management based on the performance of individuals. In addition, ROC law requires that employees be given preemptive rights to subscribe to between 10% and 15% of any of our rights issues or share offerings.

According to ROC Labor Pension Act effective since July 1, 2005, we contribute 6% of our employees’ monthly salaries to the Bureau of Labor Insurance for those employees who choose to participate in the “portable” pension schemes. For our employees who choose to apply for the pension mechanism under the Labor Standards Act, we contribute 2% of their monthly salaries to the Workers’ Retirement Reserve Funds maintained by the Bank of Taiwan. Before year end, we review the funding level of the Retirement Funds. If the balance is less than the accrued retirement benefit for employees who are eligible to retire within a year, the shortfall will be made up before March of the following year and submit to companies’ Supervisory Committee of Labor Retirement Fund.

We accrued employees’ cash bonuses of NT$1,128 million (US$34.4 million) in 2015. Previously, employee bonuses were considered part of our earnings distribution under our articles of incorporation. Pursuant to an amendment to the ROC Company Act in May 2015, employee bonuses are no longer considered as earnings distribution. Instead, a company shall stipulate in its articles of incorporation a fixed amount or ratio of annual profit, after reserving the amount necessary to cover accumulated deficit, if any, to distribution as employee bonuses. The annual profit is defined as income before income tax, employee bonuses and director compensation. As required by this amendment to the ROC Company Act, our board of directors approved an amendment to our articles of incorporation in December 2015, to set aside 10% of our annual profit, after covering any accumulated deficit, as employee bonuses, and we determined the amount of employee bonuses in 2015 accordingly. The amended Articles of Incorporation shall be resolved in the annual shareholders’ meeting to be held in 2016.

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 our directors and executive officers as of March 31, 2016.

Name	Number of Shares Owned		Percentage of Shares Owned
Bough Lin		64,674,075	2.08%
Chi-Wen Tsai		24,775,555	*
Wen-Lung Lin		13,154,751	*
Yen-Chun Chang		6,663,417	*
Randy Hsiao-Yu Lo		472	*
Teresa Wang(1)		6,200,000	*
John Hsuan		0	*
Tsai-Ding Lin		0	*
William W. Sheng		0	*
Kun-Yi Chien		290,029	*
Chien-Hua Chen		5,668	*
C.S Hsiao		140,408	*
John Yu		219,894	*
Eric Wu		32,737	*

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Name	Number of Shares Owned		Percentage of Shares Owned
Mike Ma		18,000	*
Ching-Yu Hsu		0	*
Patrick Lin		125,039	*
Eva Chen		600,164	*
River Gu		30,000	*
David Tseng		0	*
Rick Lee		0	*
Michael Chang		560	*

* Less than 1%.

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

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 21, 2013, July 22, 2014 and September 16, 2015 (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 21, 2013						July 22, 2014						September 16, 2015(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
Depositary(2)		328,687,565			10.55	%		267,014,365			8.57	%		291,590,180			9.36	%
Government of Singapore		42,290,463			1.36	%		56,689,463			1.82	%		90,452,133			2.90	%
Bough Lin.		68,674,075			2.20	%		68,674,075			2.20	%		78,674,075			2.52	%
Ku-Ming Investment Company Ltd(3)		56,112,878			1.80	%		56,112,878			1.80	%		65,190,878			2.09	%
Shin Kong Life Insurance Company Ltd.		*			*			*			*			61,032,000			1.96	%
Chunghwa Post Co.,Ltd.		*			*			*			*			55,269,000			1.77	%
Labor Pension Fund (New Scheme)		*			*			52,038,500			1.67	%		49,883,000			1.60	%
Labor Pension Fund		*			*			50,196,000			1.61	%		47,970,907			1.54	%
Norges Bank		*			*			*			*			47,161,629			1.51	%
Cathay Life Insurance Company Ltd.		102,437,000			3.29	%		119,390,000			3.83	%		43,720,000			1.40	%
Directors and Supervisors as a group(4)		179,286,122	(5)		5.75	%(5)		150,888,270	(6)		4.84	%(6)		115,468,270	(7)		3.71	%(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. Before January 6, 2015, Citibank, N.A. acted as depositary. 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, 2014.

(6) As of March 31, 2015.

(7) As of March 31, 2016.

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

As of March 31, 2016, a total of 47,311,843 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 ROC persons are required to hold these commons shares through a brokerage or custodial account in the ROC. As of March 31, 2016, 236,559,215 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, 2016, 47,311,843 ADSs, representing 236,559,215 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.

On October 1, 2015, ASE acquired 24.99% of our issued and outstanding shares pursuant to an unsolicited public tender offer. In October 2015, we filed a civil lawsuit against ASE in the Kaohsiung District Court, requesting the court’s confirmation that ASE does not have the right to request registration as a shareholder in our shareholder register, on the ground that ASE’s tender offer violated various laws and regulations in Taiwan. On December 29, 2015, ASE launched a second unsolicited public tender offer to purchase a further 770,000,000 common shares, representing 24.71% of the issued and outstanding common shares (including those represented by ADSs). The second tender offer was unsuccessful because of failure to satisfy tender offer conditions as ASE did not receive approval from the Taiwan Fair Trade Commission for its proposed combination with us before the expiration of the tender offer. On March 23, 2016, the Taiwan Fair Trade Commission announced that, given the failure of the tender offer, it has terminated its review of the proposed combination. However, ASE has announced that it will continue to seek to acquire our shares and has done so through open market purchases. We believe, as of April 1, 2016, ASE owned 1,037,000,000, or approximately 33.28%, of our issued and outstanding shares.

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

B. Related Party Transactions

Related Party Transactions Policies

We from time to time have engaged in a variety of transactions with our affiliates. We conduct transactions with our affiliates on terms substantially as favorable to us as would be obtainable at the time in a comparable arm’s-length transaction with non-affiliates. We did not engage in any material related party transaction in 2015.

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

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

Litigation

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

Dividend Policy and Distributions

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.

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	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
2015		3.00			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, 2016 amounted to NT$19,299 million. Our net operating revenues for the first three months of 2016 are not indicative of our financial performance on either an unconsolidated or a consolidated basis for the remaining months of 2016. In addition, we cannot predict whether the demand for our services will continue to improve in the near future.

Item 9. The Offer and Listing

A. Offer and Listing Details

Market Price Information for Our Shares

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

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	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)
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
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
2015		56.20		33.10		15,660		9,973.12		7,410.34
First Quarter		56.20		47.20		13,696		9,758.09		9,048.34
Second Quarter		52.40		45.00		12,930		9,973.12		9,189.83
Third Quarter		47.45		33.10		24,193		9,379.24		7,410.34
Fourth Quarter		52.40		39.65		11,614		8,857.02		8,040.16
October		43.90		39.65		12,800		8,745.36		8,295.94
November		45.75		43.00		8,189		8,857.02		8,295.40
December		52.40		44.60		13,657		8,463.30		8,040.16
2016 (through April 8, 2016)		52.70		48.35		14,096		8,812.70		7,664.01
First Quarter		52.70		48.35		14,607		8,812.70		7,664.01
January		52.70		51.00		11,708		8,145.21		7,664.01
February		52.30		48.60		8,564		8,411.16		8,063.00
March		52.70		48.35		20,671		8,812.70		8,485.69
April (through April 8, 2016)		51.30		50.60		6,815		8,657.55		8,490.25

Sources: Taiwan Stock Exchange Statistical Data 1999-2016, 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$
2011		7.15		3.93		2,166,958
2012		6.04		4.52		969,389
2013		6.50		5.06		620,944
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
2015		9.09		5.06		1,040,034
First Quarter		9.09		7.46		1,289,538
Second Quarter		8.49		7.30		863,011
Third Quarter		7.55		5.06		1,232,356
Fourth Quarter		8.05		6.16		784,161
October		7.01		6.16		797,648
November		7.06		6.67		503,005
December		8.05		6.85		1,008,918
2016 (through April 8, 2016)		8.21		7.16		987,672
First Quarter		8.21		7.16		1,046,311
January		7.74		7.47		994,372
February		7.83		7.32		862,565
March		8.21		7.16		1,257,891
April (through April 8, 2016)		7.90		7.66		391,500

Source: NASDAQ Stock Exchange.

(1) As reported.

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B. Plan of Distribution.

Not applicable.

C. Markets

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

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

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

Objects and Purpose

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

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

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

Directors

The ROC Company Act and our articles of incorporation provide that our board of directors is elected by shareholders and is responsible for the management of our services. Our board of directors is composed of nine directors. The Chairman of our board is elected by our directors. The Chairman presides at all meetings of our board of directors and also has the authority to represent us. The term of office for our directors is three years and our directors are elected by our shareholders by means of cumulative voting. The last election for all the directors was held in June 2014. Our board is required by the ROC 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.

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According to the ROC Company Act, a director who has a personal interest in a matter to be discussed at the meeting of the board of directors, the outcome of which may impair the company’s interests, shall abstain from voting on such matter. Our articles of incorporation also provide that the traveling expenses for all directors 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. As required by an amendment to the ROC Company Act in May 2015, our board of directors approved an amendment to our articles of incorporation in December 2015, to set aside 1% or less of our annual profit, after covering any accumulated deficit, as director compensation. Before this amendment takes effect, the amendment shall be resolved in the annual shareholders’ meeting to be held in 2016. 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, 2016, 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, 2016, 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, 2016. All shares presently issued are fully paid and in registered form, and existing shareholders are not obligated to contribute additional capital. The shares underlying the ADSs are fully paid, in registered form and will not be obligated by any capital calls. We generally are not permitted to directly acquire our shares, except under limited circumstances as permitted by ROC law.

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 NT$49.4668 per common share. As of March 31, 2016, 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 245,756,750 common shares if based on the current conversion price, representing approximately 7.9% of our outstanding shares as of March 31, 2016. 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.”

New Shares and Preemptive Rights

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

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Shareholders

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

Transfer of Shares

Under the ROC Company Act, a public company, such as us, may issue individual share certificates, one master certificate or scripless shares to evidence common shares. Shares in registered form are transferred by endorsement and delivery of the related share certificates. Transferees must have their names and addresses registered on our register in order to assert shareholders’ rights against us. Our shareholders are required to file their respective specimen seals with our share registrar, 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 ROC Company Act also provides that in order to approve certain major corporate actions, including but not limited to any amendment of our articles of incorporation, dissolution, merger or spin-off, the transfer of the whole or major part of the business or assets, removing directors or the distribution of any stock dividend, a special resolution may be adopted by the holders of at least two-thirds of our shares represented at a meeting of shareholders at which holders of at least a majority of our issued and outstanding shares are present. However, if we are the controlling company and hold not less than 90% of our subordinate company’s outstanding shares, our merger with the subordinate company can be approved by a board resolution adopted by majority consent at a meeting with two-thirds of our directors present without shareholders’ approval.

Voting Rights

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

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

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

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

Dividends and Distributions

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

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

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.

Pursuant to an amendment to the ROC Company Act in May 2015, director compensation and employee bonuses are no longer qualified for earnings distribution. To reflect this change and as required by this amendment to the ROC Company Act, our board of directors approved an amendment to our articles of incorporation in December 2015. The amended Articles of Incorporation shall be resolved in the annual shareholders’ meeting to be held in 2016.

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

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

In addition to permitting dividends to be paid out of net income, we are permitted under the ROC Company Act to make distributions to our shareholders of additional shares by capitalizing reserves, including the legal reserve and capital surplus of premiums from issuing stock and earnings from gifts received if we do not have losses. However, the 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.

Acquisition of Our Shares by Us

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

Under 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 ROC SFB, for the following purposes:

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• 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 ROC Company Act.

Other Rights of Shareholders

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

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

In addition, the ROC 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 ROC law. See “Risk factors—Holders of our ADSs will not have the same voting rights as the holders of our shares, which may affect the value of your investment.”

Except as described below, a holder generally will not be able to exercise voting rights attaching to the shares on an individual basis. According to the ROC Company Act, a shareholder’s voting rights must, as to all matters brought to a vote of shareholders, other than the election of directors, 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 ROC Company Act and our articles of incorporation, the election of directors is by means of cumulative voting.

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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 ROC law.

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

C. Material Contracts

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.

Share Subscription Agreement with Tsinghua Unigroup Ltd.

In connection with our strategic alliance with Unigroup, we and Unigroup entered into a Share Subscription Agreement in December 2015, pursuant to which Unigroup will subscribe for 1,033 million of our newly issued common shares, which represent approximately 24.9% of our issued and outstanding share capital, at NT$55 per share. The transaction is subject to closing conditions, including shareholder and regulatory approval. We proposed an extraordinary shareholders meeting in January 2016 to discuss the Unigroup transaction, but such meeting was subsequently suspended.

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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 ROC or the branch of a foreign entity which is established within the territory of the ROC, 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 PRC regulations and certain other PRC persons to invest in the securities of ROC companies. However, prior approval from the Investment Commission of the ROC Ministry of Economic Affairs is required for a PRC person’s ownership of 10% or more of the issued and outstanding shares of a listed ROC 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.

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.

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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 ROC under these guidelines may be remitted out of the ROC at any time after the date the capital is remitted to the ROC Capital gains and income on investments may be remitted out of the ROC 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.

The FSC announced on April 30, 2009 the Regulations Governing Mainland Chinese Investors’ Securities Investments, or the PRC Regulations. According to the PRC 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 PRC persons (including QDIIs) from investing in certain industries in Taiwan. In addition to investments permitted under the PRC Regulations, PRC 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 PRC investors in securities of Taiwan companies, PRC investors may only invest in certain industries in the Positive List, as promulgated by the ROC. Executive Yuan in June of 2009. In the semiconductor packaging and testing industry, PRC 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.

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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.

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.

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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

ROC Tax Considerations

The following summarizes the principal ROC 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.

The following is a general summary of the principal ROC 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 ROC citizen, who owns ADSs or shares and who is not physically present in the ROC for 183 days or more during any calendar year; or

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

Holders of ADSs and shares are urged to consult their own tax advisors as to their particular ROC 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 ROC withholding tax, currently at the rate of 20%, on the amount of the distribution, in the case of cash dividends, or on the par value of the common shares in the case of stock dividends. However, half of the amount of the 10% ROC retained earnings tax paid by us on our undistributed after-tax earnings, if any, would provide a credit of up to 10% of the gross amount of any dividends declared out of those earnings that would reduce the 20% ROC withholding tax imposed on those distributions.

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Capital Gains

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

Securities Transaction Tax

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

Estate and Gift Tax

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

Certain ROC 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 ROC does not have a double taxation treaty with the United States. On the other hand, the ROC 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 ROC withholding tax on dividends paid with respect to common shares in ROC companies. It is unclear whether ADS holders will be considered holders of common shares for the purposes of these treaties. Accordingly, if the holders may otherwise be entitled to the benefits of the relevant income tax treaty, the holders should consult their tax advisors concerning their eligibility for the benefits with respect to the ADSs.

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

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

• an individual citizen or resident of the United States;

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

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

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

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

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This summary is based on the provisions of the 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.

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.

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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 ROC withholding taxes, will generally be treated as dividend income to you if the distributions are made from our current and accumulated earnings and profits as calculated according to U.S. federal income tax principles. Such income (including any ROC 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.

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 ROC taxes that are withheld from dividend distributions made to you. The election to receive a credit or deduction must be made annually, and applies to all foreign taxes for the applicable tax year. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends we pay with respect to 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.

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

Passive Foreign Investment Company

Based on the composition of our income and valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company, or PFIC, for 2015 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:

• 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.

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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.

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.

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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.

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

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I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rates and foreign exchange rates, of financial instruments. We are exposed to various types of market risks, including changes in interest rates, 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 2015, sales in the amount of US$2,216 million were denominated in U.S. dollars. In 2015, material purchases in the amounts of US$527.1 million and ¥4,611 million were denominated in U.S. dollars and Japanese yen, respectively. As of December 31, 2015, we had certificates of deposit, bank deposits and accounts receivable denominated in U.S. dollars of US$810 million. As of December 31, 2015, we also had accounts payable, convertible bonds and other liabilities denominated in U.S. dollars and the Japanese yen of US$780.7 million and of ¥3,715 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, 2015, a hypothetical, unfavorable 1% 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$1 million. The table below presents our financial instruments with material foreign exchange risk as of December 31, 2015:

Expressed in US$ amount	Expected Maturity Date
(in millions)	2016		2017		2018		Thereafter		Total		Fair value
On-balance sheet financial instruments
Assets:
Time Deposit (NTD functional currency)		369.9		—		—		—		369.9		369.9
Time Deposit (RMB functional currency)		11.0		—		—		—		11.0		11.0
Liabilities:
Short-term Loans (RMB functional currency)		85.0		—		—		—		85.0		85.0
Long-term Loans (NTD functional currency)		84.5		33.4		—		—		117.9		117.9
Unsecured overseas convertible bonds (NTD functional currency)		—		—		—		420.4		420.4		390.0

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, 2015:

Expressed in US$ amount	Expected Maturity Date
(in millions)	2016		2017		2018		Thereafter		Total		Fair value
On-balance sheet financial instruments
Liabilities:
Short-term Loans		85.0		—		—		—		85.0		85.0
Long-term Loans (1)		142.0		109.8		67.7		184.8		504.3		504.3

(1) Our long-term borrowings had a weighted average interest rate of 1.568% per annum during 2015.

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As of December 31, 2014 and 2015, if the interest rate had been increased or decreased by 10 points, income before income tax for the period would have been NT$22 million or NT$17 million (US$0.5 million) higher or 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, 2015, 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, 2015 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$586 million (US$17.9million).

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

Depositary Charges

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

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

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• 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 2015, we received the following payments (subject to applicable withholding tax) from JPMorgan Chase Bank, N.A.:

Item	US$ (in thousands)
Reimbursement of investor relations efforts		5.6
Reimbursement of legal and consulting fees		57.8
Reimbursement of listing fees		43.0
Reimbursement of proxy process expenses		52.2
Reimbursement of SEC filing and maintenance fees		108.7
Total		267.2

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None of these events occurred in any of the years ended December 31, 2013, 2014 and 2015.

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, 2015. Based on that evaluation, our management has concluded that, as of December 31, 2015, 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, 2015 utilizing the criteria set forth in 2013 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, 2015. 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, 2015, as stated in their report included on page F-2.

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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, 2015 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 at www.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, 2015, 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 2014 and 2015.

	2014		2015		2015
	NT$		NT$		US$
	(in thousands)
Audit Fees(1)		20,139		20,541		626.4
Audit-related Fees(2)		—		—		—
Tax Fees(3)		4,264		4,805		146.6
All Other Fees(4)		—		50		1.5
Total		24,403		25,396		774.5

(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.

(4) All other fees consist of fees billed for company registration 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 2014 and 2015 were pre-approved by our audit committee.

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

None.

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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 ROC Company Act, the ROC Securities and Exchange Act and, to the extent they are listed on the Taiwan Stock Exchange, listing rules of the Taiwan Stock Exchange. Corporate governance principles under provisions of ROC law may differ in significant ways to corporate governance standards for U.S. NASDAQ-listed companies. Under the latest amendment to the 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 ROC 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 ROC. 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 ROC Company Act. However, once our independent directors are elected, they will participate in committee meetings of which they are committee members. In particular, we expect our independent directors to serve on our audit committee. Our audit committee will meet regularly.

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 ROC Securities and Exchange Act, as amended on November 24, 2010, which requires all publicly listed companies in the ROC, 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 ROC Company Act expressly grants the power of nomination to the shareholders, as well as to the board of directors. Under the ROC Company Act and the interpretations thereof, candidates to serve as directors are nominated either by the board of directors prior to the shareholders’ meeting or by the shareholders during the election of the director. Therefore, the requirement of a nominations committee is in conflict with the ROC Company Act. We currently follow the home country practice.

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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 ROC Company Act and the ROC Securities and Exchange Act, shareholders’ approval is required for the distribution of employee bonuses in the form of stock, while the board of director has authority, subject to the approval of the ROC SFB, to approve employee stock option plans and to grant options to employees pursuant to such plans. We follow the home country practice. ROC law provides for specific safeguards on employee stock option grants. Options granted under the plans are subject to certain statutory volume limitations. Under the ROC Company Act, the directors of a company may not receive stock options because they are not considered “employees” of the company.

Item 16H. Mine Safety Disclosure

Not applicable.

PART III

Item 17. Financial Statements

We have provided 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, 2014 and 2015		F-3
Consolidated Statements of Comprehensive Income for the Years Ended December 31 2013, 2014 and 2015		F-4
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2013, 2014 and 2015		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2014 and 2015		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	License Agreement with Flip Chip Technologies, L.L.C.(3)
4.2	Joint Venture Agreement with Mosel Vitelic, Inc. (English translation)(4)
*4.3	Share Subscription Agreement with Tsinghua Unigroup Ltd. (English translation)
*8.1	List of Significant Subsidiaries of Siliconware Precision Industries Co., Ltd.
11.1	Code of Ethics(5)

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Exhibit Number	Description of Exhibits
*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 10.5 to our Registration Statement on Form F-1 (File No. 333-11812) filed with the SEC on April 29, 2000.

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

(5) Incorporated by reference to Exhibit 11.1 to our Annual Report on Form 20-F filed with the SEC on June 28, 2004.

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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 25, 2016

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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, 2014 and 2015		F-3
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2014 and 2015		F-4
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2013, 2014 and 2015		F-5
Consolidated Statements of Cash Flows for the Years Ended December  31, 2013, 2014 and 2015		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 Shareholders 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, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 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, 2015, based on criteria established in Internal Control—Integrated Framework 2013 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). 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

Taipei, Taiwan

April 21, 2016

F-2

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF DOLLARS)

		As of December 31,
	Note	2014		2015
		NT$		NT$		US$
						(Note 4)
Current Assets
Cash and cash equivalents	6, 11	$	30,154,713	$	25,191,374	$	768,264
Available-for-sale financial assets, current	9, 11		—		1,067,204		32,547
Notes receivable, net	11		10,197		11,403		348
Accounts receivable, net	7, 11, 36		18,567,857		15,825,728		482,639
Other receivables	11		813,545		473,431		14,438
Inventories	8		4,381,135		4,502,319		137,308
Other current assets-other	11		1,280,461		1,713,753		52,264
			55,207,908		48,785,212		1,487,808
Non-current Assets
Available-for-sale financial assets, non-current	9, 11		8,999,903		5,526,412		168,539
Investments accounted for using the equity method	10		76,390		2,522,658		76,934
Property, plant and equipment	12		63,520,671		64,305,608		1,961,135
Intangible assets	13		249,170		192,774		5,879
Deferred income tax assets	28		696,112		912,054		27,815
Other non-current assets-other	11		1,002,316		964,534		29,415
			74,544,562		74,424,040		2,269,717
TOTAL ASSETS		$	129,752,470	$	123,209,252	$	3,757,525
Current Liabilities
Short-term loans	11, 16	$	2,690,250	$	2,790,125	$	85,091
Financial liability at fair value through profit or loss—current	11, 14, 38		1,095,552		1,798,920		54,862
Notes payable	11, 12, 30		735,000		—		—
Accounts payable	11		7,285,963		6,942,527		211,727
Other payables	11, 17, 30		10,171,755		11,512,740		351,105
Current income tax liabilities	28		1,908,506		911,324		27,793
Current portion of long-term loans	11, 16		6,970,152		5,991,128		182,712
Other current liabilities-other	11		718,865		730,475		22,277
			31,576,043		30,677,239		935,567
Non-current Liabilities
Convertible bonds	11, 15, 38		11,875,483		12,627,311		385,096
Long-term loans	11, 16		12,794,062		7,858,036		239,647
Deferred income tax liabilities	28		356,218		334,585		10,204
Other non-current liabilities	11, 18, 21		2,376,922		2,182,856		66,571
			27,402,685		23,002,788		701,518
Total Liabilities			58,978,728		53,680,027		1,637,085
Shareholders’ Equity
Capital stock	19		31,163,611		31,163,611		950,400
Capital reserve	20		15,758,479		15,758,358		480,584
Retained earnings	21
Legal reserve			8,797,005		9,967,775		303,988
Unappropriated earnings			10,640,940		9,132,550		278,516
Accumulated Other Comprehensive Income	22		4,413,707		3,506,931		106,952
Total Shareholders’ Equity			70,773,742		69,529,225		2,120,440
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	129,752,470	$	123,209,252	$	3,757,525

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	2013			2014			2015
		NT$			NT$			NT$			US$
											(Note 4)
Operating Revenues		$	69,356,192		$	83,071,441		$	82,839,922		$	2,526,378
Operating Costs	8, 24		(54,925,674	)		(62,081,265	)		(61,230,622	)		(1,867,357	)
Gross Profit			14,430,518			20,990,176			21,609,300			659,021
Operating Expenses	24
Selling expenses			(839,723	)		(937,884	)		(944,499	)		(28,804	)
General and administrative expenses			(2,248,938	)		(2,605,527	)		(3,671,161	)		(111,960	)
Research and development expenses			(3,406,702	)		(3,625,622	)		(3,739,109	)		(114,032	)
Loss on settlement	25		(896,250	)		—			—			—
			(7,391,613	)		(7,169,033	)		(8,354,769	)		(254,796	)
Other income and expenses	26		61,151			284,251			(255,817	)		(7,802	)
Operating Profit			7,100,056			14,105,394			12,998,714			396,423
Non-operating Income and Expenses
Interest income			102,416			155,804			155,524			4,743
Other gains and losses	10, 27		436,826			483,325			57,553			1,755
Finance costs			(270,736	)		(403,468	)		(565,450	)		(17,245	)
Impairment loss of available-for-sale equity securities	9		—			—			(1,856,442	)		(56,616	)
Share of loss of associates and joint ventures accounted for using the equity method	10		(85,378	)		(171,591	)		(183,708	)		(5,602	)
Impairment losses of investments accounted for using the equity method	10		—			(442,385	)		—			—
Dividends income			169,211			223,235			347,408			10,595
(Losses) /Gains on disposal of investments	9, 10		(3,686	)		639,103			127,291			3,882
Losses on financial liabilities at fair value through profit or loss	14		—			(321,233	)		(703,368	)		(21,451	)
			348,653			162,790			(2,621,192	)		(79,939	)
Income before Income Tax			7,448,709			14,268,184			10,377,522			316,484
Income Tax Expense	21, 28		(1,606,700	)		(3,050,097	)		(1,366,059	)		(41,660	)
Net Income		$	5,842,009		$	11,218,087		$	9,011,463		$	274,824
Other Comprehensive Income
Items that may be subsequently reclassified to profit or loss
Exchange difference on translation of foreign financial statements	22, 28		426,113			555,285			(227,905	)		(6,950	)
Unrealized gain (loss) on available-for-sale financial assets			692,601			2,948,369			(549,845	)		(16,769	)
Income tax relating to items that may be reclassified to profit or loss			(142,241	)		(165,478	)		20,244			617
			976,473			3,338,176			(757,506	)		(23,102	)
Items that will not be reclassiflied to profit or loss
Remeasurements of post-employment benefit obligations	22, 28		99,266			(53,911	)		(179,842	)		(5,485	)
Income tax relating to items that will not be reclassified to profit or loss			(16,875	)		9,165			30,572			932
			82,391			(44,746	)		(149,270	)		(4,553	)
Other Comprehensive Income (Loss) for the year, net of tax			1,058,864			3,293,430			(906,776	)		(27,655	)
Total Comprehensive Income for the year		$	6,900,873		$	14,511,517		$	8,104,687		$	247,169
Net Income Attributable to:
Owners of the parent		$	5,842,009		$	11,218,087		$	9,011,463		$	274,824
Total Comprehensive Income Attributable to:
Owners of the parent		$	6,900,873		$	14,511,517		$	8,104,687		$	247,169
Earnings Per Share (in New Taiwan dollars)	29
Basic		$	1.89		$	3.60		$	2.89		$	0.09
Diluted		$	1.87		$	3.57		$	2.86		$	0.09

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
		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, 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:
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	20, 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
For the year ended December 31, 2015
Balance at January 1, 2015		$	31,163,611	$	15,758,479		$	8,797,005	$	—		$	10,640,940		$	3,670,115		$	720,253		$	23,339		$	—	$	70,773,742
Appropriation of earnings for prior years:	21
Legal reserve			—		—			1,170,770		—			(1,170,770	)		—			—						—		—
Cash dividends			—		—			—		—			(9,349,083	)		—			—			—			—		(9,349,083	)
Subsidiary’s share issue transaction costs			—		(121	)		—		—			—			—			—			—			—		(121	)
Net income			—		—			—		—			9,011,463			—			—						—		9,011,463
Other comprehensive income (loss)	22		—		—			—		—			—			(530,235	)		(227,271	)		(149,270	)		—		(906,776	)
Total comprehensive income			—		—			—		—			9,011,463			(530,235	)		(227,271	)		(149,270	)		—		8,104,687
Balance at December 31, 2015		$	31,163,611	$	15,758,358		$	9,967,775	$	—		$	9,132,550		$	3,139,880		$	492,982		($	125,931	)	$	—	$	69,529,225
Balance at December 31, 2015, in US$	4	$	950,400	$	480,584		$	303,988	$	—		$	278,516		$	95,757		$	15,035		($	3,840	)	$	—	$	2,120,440

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	2013			2014			2015
		NT$			NT$			NT$			US$
											(Note 4)
Cash flows from operating activities
Consolidated income before tax		$	7,448,709		$	14,268,184		$	10,377,522		$	316,484
Adjustments to reconcile consolidated income before tax to net cash provided by operating activities:
Depreciation	12, 24		10,447,444			11,840,340			12,903,772			393,528
Amortization	13, 24		586,295			595,475			610,213			18,610
Provision for bad debt expense	7		1,814			—			—			—
Losses on financial liabilities at fair value through profit or loss	14		—			321,233			703,368			21,451
Interest expense			270,108			403,080			564,540			17,217
Interest income			(102,416	)		(155,804	)		(155,524	)		(4,743	)
Dividend income			(169,211	)		(223,235	)		(347,408	)		(10,595	)
Share-based compensation	23		232,056			—			—			—
Share of loss of associates and joint ventures accounted for using the equity method	10		85,378			171,591			183,708			5,602
Impairment loss of investments accounted for using the equity method	10		—			442,385			—			—
Impairment loss of available-for-sale financial assets			—			—			1,856,442			56,616
Gains on reversal of impairment loss of non-financial assets			—			—			(134,992	)		(4,117	)
Gain on disposal of property, plant and equipment	26		(96,536	)		(287,947	)		(31,293	)		(954	)
Loss (gain) on disposal of investment	9, 10		3,686			(639,103	)		(127,291	)		(3,882	)
Impairment loss on property, plant and equipment	26		111,715			63,722			64,996			1,982
Realized intercompany profit			(1,030	)		—			—			—
Foreign currency exchange loss on convertible bonds payable			—			516,543			451,156			13,759
Foreign currency exchange loss (gain) on long-term loan			207,928			581,518			(28,790	)		(878	)
Changes in assets and liabilities related to the operation
Notes receivable			51,372			7,290			(1,325	)		(40	)
Accounts receivable			(2,381,845	)		(3,043,597	)		2,658,604			81,080
Other receivables			(3,140	)		(152,479	)		295,714			9,018
Inventories			(522,548	)		(696,646	)		(132,271	)		(4,034	)
Other current assets-other			(246,747	)		(73,773	)		(384,471	)		(11,725	)
Other non-current assets-other			—			43,354			(95,494	)		(2,912	)
Accounts payable			650,991			707,657			(321,445	)		(9,803	)
Other payables			2,317,869			1,191,269			410,903			12,531
Other current liabilities			(215,774	)		270,943			30,821			940
Other non-current liabilities			(1,669	)		(4,361	)		(6,277	)		(192	)
Cash provided by operations			18,674,449			26,147,639			29,345,178			894,943
Interest received			94,596			146,544			162,742			4,963
Dividend received			181,469			223,478			347,408			10,595
Interest paid			(261,094	)		(343,152	)		(257,415	)		(7,851	)
Income tax paid			( 941,464	)		( 1,229,336	)		( 2,813,747	)		( 85,811	)
Net cash provided by operating activities			17,747,956			24,945,173			26,784,166			816,839

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

(Continued)

F-6

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(EXPRESSED IN THOUSANDS OF DOLLARS)

		For the years ended December 31,
	Note	2013			2014			2015
		NT$			NT$			NT$			US$
											(Note 4)
Cash flows from investing activities
Proceeds from disposal of available-for-sale financial assets	9	$	—		$	674,622		$	—		$	—
Proceeds from disposal of investments accounted for using the equity method	10		3,985			—			29,645			904
Acquisition of investments accounted for using the equity method	10		(31,717	)		(63,818	)		(2,400,000	)		(73,193	)
Increase in pledged deposits			—			(2,900	)		(44,800	)		(1,366	)
Acquisition of property, plant, and equipment	12		(14,978,686	)		(19,560,740	)		(13,855,431	)		(422,551	)
Proceeds from disposal of property, plant, and equipment	12		106,474			315,556			111,274			3,394
Increase in refundable deposits			(61,126	)		(19,555	)		(162,225	)		(4,947	)
Decrease in refundable deposits			79			10,350			65,326			1,992
Acquisition of intangible assets	13		(44,932	)		(65,802	)		(112,692	)		(3,437	)
Increase in other non-current assets			(582,338	)		(530,516	)		(218,536	)		(6,665	)
Net cash used in investing activities			(15,588,261	)		(19,242,803	)		(16,587,439	)		(505,869	)
Cash flows from financing activities
Proceeds from long-term loans			6,206,000			3,850,000			2,500,000			76,243
Repayment of long-term loans			(3,178,166	)		(3,178,166	)		(8,235,833	)		(251,169	)
Proceeds from the issuance of convertible bonds			—			12,089,536			—			—
Payment for issuance of subsidiary’s stock			—			—			(121	)		(4	)
Increase in deposit-in			1,107			146,993			65,112			1,986
Decrease in deposit-in			—			(6,747	)		(76,366	)		(2,329	)
Payment for cash dividends			(4,217,256	)		(5,609,436	)		(9,349,083	)		(285,120	)
Cash distribution from capital reserve			(923,496	)		—			—			—
Proceeds from transferring treasury stocks to employees	23		961,472			—			—			—
Net cash (used in) provided by financing activities			(1,150,339	)		7,292,180			(15,096,291	)		(460,393	)
Effect on foreign currency exchange			113,399			184,916			(63,775	)		(1,945	)
Net increase (decrease) in cash and cash equivalents			1,122,755			13,179,466			(4,963,339	)		(151,368	)
Cash and cash equivalents at the beginning of the year			15,852,492			16,975,247			30,154,713			919,632
Cash and cash equivalents at the end of the year	6	$	16,975,247		$	30,154,713		$	25,191,374		$	768,264

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, 2013, 2014 AND 2015

(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. The Date of Authorization for Issuance of the Consolidated Financial Statements and Procedures for Authorization

The consolidated financial statements have been authorized for issue by the Audit Committee on April 21, 2016.

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, 2018
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
IFRS 16, ‘Leases’	‘Leases’ addresses the definition of a lease, recognition and measurement of leases and establishes principles for reporting useful information to users of financial statements about the leasing activities of both lessees and lessors. A key change arising from IFRS 16 is that most operating leases will be accounted for on balance sheet for lessees. The standard replaces IAS 17 ‘Leases’, and related interpretations. An entity shall apply IFRS 16 for annual periods beginning on or after January 1, 2019 and earlier application is permitted subject to the entity adopting IFRS 15 ‘Revenue from contracts with customers’ at the same time.	January 1, 2019

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.

F-8

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

B. New Standards and Interpretations Adopted

The Group has applied the following standards and amendments for the first time for their annual reporting period commencing January 1, 2015:

• Annual Improvements to IFRSs-2010-2012 Cycle and 2011-2013 Cycle

• Defined Benefit Plans: Employee Contributions-Amendments to IAS 19

The adoption of the improvements made in the 2010-2012 Cycle has required additional disclosures in our segment footnote. Other than that, the adoption of these amendments did not have any impact on the current period or any prior period and is not likely to affect future periods.

4. Summary of Significant Accounting Policies

(1) Basis of Preparation

A. Compliance with IFRS

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and the interpretations of the IFRS interpretations committee (“IFRIC”). The accompanying consolidated financial statements are prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

B. Historical cost convention

The consolidated financial statements have been prepared on a historical cost basis, except for the following:

• available-for-sale financial assets, financial assets and liabilities (including derivative instruments) - measured at fair value

• defined benefit pension plans - plan assets measured at fair value.

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.

(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.

F-9

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

Consolidated subsidiaries:

			% of ownership held by the named investors as of December 31,
Name of investor	Name of subsidiaries	Main operating activities	2014			2015
The Company	SPIL (B.V.I.) Holding Limited	Investment activities		100	%		100	%
The Company	Siliconware Investment Co., Ltd	Investment activities		—			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.

(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 2015 financial statements are presented solely for the convenience of the reader and were translated at the rate of NT$32.79 (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, 2015 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 gains and losses in the statement of comprehensive income.

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. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

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 statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the

F-10

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

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 statement of comprehensive income 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, the equity interests issued by the Group, and fair value of any pre-existing equity interest in the subsidiary. 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. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognized in profit or loss.

E. The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, 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 statement of comprehensive income.

(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.

F-11

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(7) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, time deposits that meet operating short-term cash commitments and that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, and other short-term highly liquid investments.

(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.

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.

F-12

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(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. Except for those that are expected to be disposed more than one year after the end of the reporting period, which are classified as non-current assets, otherwise, they are classified as current assets.

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 statement of comprehensive income. 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 statement of comprehensive income 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 statement of comprehensive income when the Group’s right to receive payments is established.

(c) Loans and receivables are subsequently carried at amortized cost using the effective interest method. The interest arising subsequently is recognized in “interest income” in the statement of comprehensive income.

(d) When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognized in equity are included in the statement of comprehensive income as “gains and losses from investment securities” and “impairment losses”, respectively .

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. Loans and receivables

(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.

F-13

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

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 reorganization; 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) The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. 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 statement of comprehensive income. 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 statement of comprehensive income.

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 statement of comprehensive income on equity instruments are not reversed through the consolidated statement of comprehensive income in a subsequent period.

(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 or joint 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 statement of comprehensive income, 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.

F-14

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

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 statement of comprehensive income.

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 policy differences between associates or joint ventures and the Group were properly assessed and changed where necessary to ensure consistency with those adopted by the Group.

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 in accordance with the policy described in Note 4(15).

(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 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 estimated useful lives of property, plant and equipment are as follows:

F-15

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

Property, plant and equipment	Estimated useful lives
Buildings
- Main buildings		20-55 years
- Construction and improvements		3-15 years
Machinery and equipment		5-6 years
Utility equipment, Furniture and fixtures and Other equipment		2-10 years

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

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 statement of comprehensive income.

(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. Subsequent measurements are measured using costs less accumulated amortization.

(15) Impairment of Non-financial Assets

A. Intangible assets with definite useful life and other assets are tested 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 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, 2013, 2014 AND 2015

(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, 2013, 2014 AND 2015

(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 statement of comprehensive income 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. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any noncash assets transferred or liabilities assumed, is recognized in profit or loss as other income or finance costs.

(21) Income Tax

A. The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statment, 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. Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and joint arrangements where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

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 only if it is probable that future taxable profit will be available to utilize those temporary differences and losses. 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, 2013, 2014 AND 2015

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

(22) Employee Benefits

A. Pensions

(a) 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.

(b) 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 net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit or loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in other equity in the statement of changes in equity and in the balance sheet. Past-service costs are recognized immediately in profit or loss.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss as past service costs.

B. Employees’ and directors’ remuneration

The Group recognizes related expenses and liabilities when the Group has legal or constructive obligation and could reasonably estimate such amount. Any difference between estimated amount and distributed amount resolved in the Board of Directors in the subsequent year shall be adjusted in the profit or 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. Damages and claims on customers’ consigned materials that arise from the course of packaging and/or testing services are recognized as a provision. Related expenditure that is reimbursed under an arrangement with a third party (e.g., a supplier warranty agreement) is presented net under “Other income and expenses”.

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 confrimed 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;

F-19

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

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

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 sales discount 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 statement of comprehensive income 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 referrence 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) Pension Benefits

The present value of the pension obligations is determined on an actuarial basis. When calculating the present value of defined pension obligations, the Company must apply judgments and estimates to determine a number of actuarial assumptions, including discount rate and future salary growth rate. Any changes in these assumptions could significantly impact the carrying amount of defined pension obligations. For relevant sensitivity analysis, please refer to Note 18.

(2) Fair Value of Derivatives and Other 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 applies 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 derivatives and other 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 38C(7).

F-20

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(3) Impairment of available-for-sale equity investments

The Company follows the guidance of IAS 39 to determine when an available-for-sale equity investment is impaired. This determination requires significant judgment. In making this judgment, the Company evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost; and the financial health of and short-term business outlook for the investee. If the declines in fair value below cost were considered significant or prolonged, the Company would transfer the accumulated fair value adjustments recognized in equity on the impaired available-for-sale financial assets to the statement of comprehensive income. Please refer to Note 9.

6. Cash and Cash Equivalents

	As of December 31,
	2014		2015
	NT$		NT$
Cash on hand and petty cash		1,331		1,008
Cash equivalents		7,500		4,145
Savings accounts and checking accounts		3,486,490		3,825,387
Time deposits		26,659,392		21,360,834
		30,154,713		25,191,374

7. Accounts Receivable, Net

	As of December 31,
	2014			2015
	NT$			NT$
Accounts receivable		18,845,257			15,841,479
Less: Allowance for sales discounts		(275,705	)		(14,056	)
Allowance for doubtful accounts		(1,695	)		(1,695	)
		18,567,857			15,825,728

The Group assessed the carrying value of receivables mentioned above 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,
	2014			2015
	NT$			NT$
Balance as of January 1,		2,539			1,695
Write-offs		(869	)		—
Effects of foreign currency exchange		25			—
Balance as of December 31,		1,695			1,695

F-21

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

8. Inventories

	As of December 31,
	2014			2015
	NT$			NT$
Raw materials and supplies		3,955,748			4,077,433
Work in process		568,735			587,942
		4,524,483			4,665,375
Less: Allowance for loss on obsolescence and decline in market value of inventories		(143,348	)		(163,056	)
		4,381,135			4,502,319

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

Amounts recognized in profit or loss are as follows:

	For the years ended December 31,
	2013			2014			2015
	NT$			NT$			NT$
Expense / loss incurred related to inventories :
Cost of goods sold		54,954,324			62,070,282			61,196,890
(Recovery of) decline in market value and loss on obsolescence		(13,246	)		31,258			20,320
Others		(15,404	)		(20,275	)		13,412
		54,925,674			62,081,265			61,230,622

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,
	2014		2015
	NT$		NT$
Current Item:
Common Stock		—		1,067,204
Non-current Items:
Common Stock		8,799,109		5,336,887
Fund		200,794		189,525
		8,999,903		5,526,412

A. The Company recognized gains/(losses) of $692,601, $3,628,169 and ($2,406,287) for the change of fair value of available-for-sale financial assets in other comprehensive income and reclassified $0, $679,800 and ($1,856,442) from equity to profit or loss for the years ended December 31, 2013, 2014 and 2015, respectively.

B. The Company didn’t dispose any of its available-for-sale financial assets for the years ended December 31, 2013 and 2015. However, the Company disposed 1,225 thousand shares of available-for-sale financial assets and recognized gains on disposal of $639,103 for the year ended December 31, 2014.

C. In 2015, the Company recognizes impairment loss on domestic listed stocks of $1,856,442 because the significant decline in the stock price below its cost. These impaired equity securities were subsequently sold in February 2016. Accordingly, they were classified from non-current to current assets as of December 31, 2015.

F-22

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

10. Investments Accounted for Using the Equity Method

		Carrying Amount				% of ownership interest
Associates	Registration	December 31, 2014		December 31, 2015		December 31, 2014			December 31, 2015
		NT$		NT$
AcSiP Technology Corp. (AcSiP)	Taiwan, R.O.C.		52,763		—		12.08	%		—
Yann Yuan Investment Co., Ltd	Taiwan, R.O.C.		—		2,399,910		—			33.33	%
Interconnect Tech Pte. Ltd. (Interconnect) (Note)	Singapore		23,627		—		42.27	%		—
ASM Advanced Packaging Materials Pte. Ltd. (AAPM)	Singapore		—		122,748		—			39.00	%
			76,390		2,522,658

Note: Microcircuit Technology(S) Pte. Ltd. renamed to Interconnect in March 2015.

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. The Company disposed 100 thousand shares and recognized gain on disposal of investments of $644 for the year ended December 31, 2013. In December 2015, the Company disposed all of its shareholdings in AcSip and recognized a disposal gain of $1,059.

B. In December 2015, Siliconware Investment Co., Ltd. (which is the Company’s subsidiary) invested in Yann Yuan Investment Co., Ltd with cash of $2,400,000.

C. In order to develop new generation substrates and increase substrate supply sources, the Company acquired the shares in Interconnect in July 2012. In 2013 and 2014, the Company increased the investment in Interconnect with an amount of $31,718 (US$1,060 thousand) and $63,818 (US$2,114 thousand), respectively. The Company initially accounted for this investment as joint venture investment. In September 2014, another joint venture investor, AEM Holdings Ltd., sold all of its shares to a third party at a price that was relatively lower than the holding price of the Company. The Company believed that the transaction was an impairment indicator. The recoverable amount calculated from the share selling price was lower than the carrying amount, and the Company recognized an impairment loss of $442,385 in 2014. In December 2014, the Company entered into a new contractual agreement with PBT Pte. Ltd., and no longer held joint control over Interconnect. As of September 30, 2015, the carrying amount of investment in Interconnect was $0 and unrecognized share of loss was $133,583 due to the sustained losses of Interconnect.

D. In October 2015, Interconnect sold major assets and liabilities to a newly established company, AAPM, in exchange for cash and 39% interests in AAPM. Concurrently, another third party shareholder contributed cash to acquire 61% interests in AAPM. As a result, the Company evaluated the recoverable amounts of investment in Interconnect using the fair value less cost of disposal model, and reversed the previous impairment charges in “other gains and losses” amounted to $134,992 (Note 27). The recoverable amount was determined by referencing to AAPM’s per share price issued to the third party shareholder, therefore, it is considered a Level 2 non-recurring fair value measurement. The Company also recognized previously unrecognized share of loss in Interconnect amounted to $133,583. Interconnect subsequently reduced its capital in December 2015. The 39% interests in AAPM were distributed to the Company as capital return. Accordingly, the Company derecognized the investment in Interconnect and recognized a disposal gain of $139,567.

F-23

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

E. Set out below are the aggregate carrying value and aggregate amount of the Company’s share of operating results of individually immaterial associates.

Aggregate carrying amounts of individually immaterial associates as of December 31, 2014 and 2015 were $76,390 and $2,522,658, respectively. Aggregate amounts of the Company’s share of:

	For the years ended December 31,
	2013 (Note)			2014 (Note)			2015
	NT$			NT$			NT$
Net Loss		(85,378	)		(171,591	)		(183,708	)
Other Comprehensive Income		14,591			12,121			1,304
Total Comprehensive Loss		(70,787	)		(159,470	)		(182,404	)

Note: Since Interconnect has been reclassified from “Joint Venture” to “Associate,” related financial information for the fiscal years 2013 and 2014 are disclosed in “Investments in Associates.”

F. As of December 31, 2014, the fair value of AcSiP, based on the public market stock price, was $28,468(level 1 input).

11. Financial Instruments by Category

	As of December 31,
	2014		2015
	NT$		NT$
Financial Assets
Loans and receivables
Cash and cash equivalents		30,154,713		25,191,374
Notes receivable		10,197		11,403
Accounts receivable		18,567,857		15,825,728
Other receivables		813,545		473,431
Time deposit pledged as collateral (shown as other current assets-other)		339,600		384,400
Refundable deposit (shown as other non-current assets-other)		90,521		185,834
Available-for-sale financial assets, current		—		1,067,204
Available-for-sale financial assets, non-current		8,999,903		5,526,412
		58,976,336		48,665,786
Financial Liabilities
Financial liabilities at amortised cost
Short-term loans		2,690,250		2,790,125
Notes payable		735,000		—
Accounts payable		7,285,963		6,942,527
Other payables		10,171,755		11,512,740
Receipts under custody (shown as other current liabilities-other)		88,140		94,442
Deposit received (shown as other current liabilities-other and other non-current liabilities)		141,468		130,180
Convertible bonds		11,875,483		12,627,311
Long-term loans (including the current portion)		19,764,214		13,849,164
Long-term payable (shown as other non-current liabilities)		285,300		177,525
Financial liability at fair value through profit or loss		1,095,552		1,798,920
		54,133,125		49,922,934

F-24

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

12. Property, Plant and Equipment

A. Carrying amount by category :

	As of December 31,
	2014		2015
	NT$		NT$
Land		2,903,192		2,903,192
Buildings		13,152,680		19,663,930
Machinery and equipment		33,689,303		33,130,757
Utility equipment		564,377		910,987
Furniture and fixtures		352,182		387,459
Other equipment		2,840,292		3,199,741
Construction in progress and equipment awaiting for inspection		10,018,645		4,109,542
		63,520,671		64,305,608

B. Movement from period beginning to period end

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

i. Cost
	Balance at										Exchange		Balance at
	January 1		Additions		Disposals			Transfers			differences, net		December 31
	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

ii. Accumulated depreciation and impairment
	Balance at January 1		Depreciation expense		Impairment losses		Disposals			Transfers			Exchange differences, net		Balance at December 31
	NT$		NT$		NT$		NT$			NT$			NT$		NT$
Buildings		6,962,635		1,243,901		—		(17,442	)					20,501		8,209,595
Machinery and equipment		33,868,772		8,422,269		105,620		(6,243,766	)		26,008			66,032		36,244,935
Utility equipment		858,145		143,440		31		(92,608	)					19,671		928,679
Furniture and fixtures		633,923		118,358		948		(161,684	)					3,016		594,561
Other equipment		1,620,807		519,476		5,116		(244,493	)		(26,008	)		78,624		1,953,522
		43,944,282		10,447,444		111,715		(6,759,993	)		—			187,844		47,931,292

F-25

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

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

i. Cost
	Balance at										Exchange		Balance at
	January 1		Additions		Disposals			Transfers			differences, net		December 31
	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 and impairment
	Balance at January 1		Depreciation expense		Impairment losses		Disposals			Transfers			Exchange differences, net		Balance at December 31
	NT$		NT$		NT$		NT$			NT$			NT$		NT$
Buildings		8,209,595		1,398,880		—		(331	)		(758	)		29,286		9,636,672
Machinery and equipment		36,244,935		9,504,967		56,349		(7,894,369	)		9,873			311,548		38,233,303
Utility equipment		928,679		134,818		325		(84,575	)		—			23,781		1,003,028
Furniture and fixtures		594,561		121,690		1,972		(88,399	)		(11	)		4,748		634,561
Other equipment		1,953,522		679,985		5,076		(406,156	)		(9,104	)		12,110		2,235,433
		47,931,292		11,840,340		63,722		(8,473,830	)		—			381,473		51,742,997

(c) From January 1, 2015 to December 31, 2015

i. Cost
	Balance at										Exchange			Balance at
	January 1		Additions		Disposals			Transfers			differences, net			December 31
	NT$		NT$		NT$			NT$			NT$			NT$
Land		2,903,192		—		—			—			—			2,903,192
Buildings		22,789,352		1,423,338		—			6,798,051			(57,827	)		30,952,914
Machinery and equipment		71,922,606		7,675,210		(7,055,018	)		2,074,177			(232,752	)		74,384,223
Utility equipment		1,567,405		110,574		(142,948	)		457,955			(14,809	)		1,978,177
Furniture and fixtures		986,743		156,894		(184,454	)		15,289			(2,185	)		972,287
Other equipment		5,075,725		924,676		(301,613	)		263,843			(12,771	)		5,949,860
Construction in progress and equipment awaiting for inspection		10,018,645		3,719,296		—			(9,609,315	)		(19,084	)		4,109,542
		115,263,668		14,009,988		(7,684,033	)		—			(339,428	)		121,250,195

ii. Accumulated depreciation and impairment
	Balance at January 1		Depreciation expense		Impairment losses		Disposals			Transfers			Exchange differences, net			Balance at December 31
	NT$		NT$		NT$		NT$			NT$			NT$			NT$
Buildings		9,636,672		1,665,873		—		—			—			(13,561	)		11,288,984
Machinery and equipment		38,233,303		10,086,128		46,198		(6,977,590	)		966			(135,539	)		41,253,466
Utility equipment		1,003,028		216,068		1,284		(142,947	)		—			(10,243	)		1,067,190
Furniture and fixtures		634,561		126,285		9,493		(184,363	)		—			(1,148	)		584,828
Other equipment		2,235,433		809,418		8,021		(296,084	)		(966	)		(5,703	)		2,750,119
		51,742,997		12,903,772		64,996		(7,600,984	)		—			(166,194	)		56,944,587

F-26

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

C. There is no interest capitalized for the years ended December 31, 2013, 2014 and 2015.

D. For idle equipment, the Group adopted fair value less cost of disposal method to measure their recoverable amount and recognized impairment loss of $111,715, $63,722 and $64,996 for the years ended December 31, 2013, 2014 and 2015, respectively. The recoverable amount of major impaired property, plant and equipment is determined based on the recent quoted prices of assets with similar age and obsolescence that provided by the vendors in secondary market. The recent quoted prices of assets are a level 2 input in terms of IFRS 13 because the secondary market is not very active.

13. Intangible Assets

	For the year ended December 31, 2013
	Balance at January 1		Additions		Amortizations			Exchange differences, net			Balance at December 31
	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
Item	Balance at January 1		Additions		Amortizations			Exchange differences, net			Balance at December 31
	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 year ended December 31, 2015
Item	Balance at January 1		Additions		Amortizations			Exchange differences, net			Balance at December 31
	NT$		NT$		NT$			NT$			NT$
License Fee		174,262		—		(120,693	)		—			53,569
Software		74,908		112,692		(48,111	)		(284	)		139,205
		249,170		112,692		(168,804	)		(284	)		192,774

For the years ended December 31, 2013, 2014 and 2015, amortizations of $6,665, $7,441 and $14,208 are included in “operating cost”, and amortizations of $199,484, $165,100 and $154,596 are included in “operating expense” in the statement of comprehensive income.

14. Financial Liabilities at Fair Value Through Profit or Loss

As of December 31, 2014 and 2015, the detail of financial liabilities at fair value through profit or loss is as follow:

	As of December 31,
	2014		2015
	NT$		NT$
Conversion option, redemption option and put option of convertible bonds upon initial recognition (Note 15)		774,319		774,319
Valuation adjustments		321,233		1,024,601
		1,095,552		1,798,920

F-27

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

For the years ended December 31, 2014 and 2015, the Company recognized net losses of $321,233 and $703,368 on financial liabilities held for trading, respectively.

15. Convertible Bonds

As of December 31, 2014 and 2015, the detail of convertible bonds is as follow:

	As of December 31,
	2014			2015
	NT$			NT$
Unsecured overseas convertible bonds		13,327,948			13,821,965
Less: Discounts on bonds payable		(1,452,465	)		(1,194,654	)
		11,875,483			12,627,311

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 a 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 was adjusted to $49.4668 dollars as of December 31, 2015.

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) at 103.04% of the principal amount on the third anniversary of the issuance date or (2) at principal amount plus 1% interest compounded semiannually (“Early Redemption Amount”) in the event of a change in control or delisting.

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,
	2014		2015
	NT$		NT$
Credit loans		2,690,250		2,790,125
Interest rates		1.0655%		1.3130%

F-28

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

B. Long-term Loans

		Loan period and	As of December 31,
Name of financial institution	Line of credit	repayment method	2014			2015
			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		3,251,667			—
Mega International Commercial Bank (The management bank of syndicated loans)	NT$3.257 billion and US$0.25 billion	2012.8.10–2017.8.10 Repayables in 6 semi- annually installments starting from February 2015		11,182,000			6,006,750
KGI Bank	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			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			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			1,500,000
CTBC Bank	NT$1.5 billion	2015.7.11–2020.7.11 Repayables in 6 semi- annually installments starting from January 2018		—			1,500,000
Taiwan Cooperative Bank	NT$1 billion	2015.11.13–2020.11.13 Repayables in 6 semi- annually installments starting from May, 2018		—			1,000,000
Less:
Arrangement fee of syndicated loans				(19,453	)		(7,586	)
Current portion				(6,970,152	)		(5,991,128	)
				12,794,062			7,858,036
Available lines of credit under the long-term loan				2,500,000			—
Interest rate				0.9313%–1.5856%			1.2217%–1.6173%

(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, 2013, 2014 and 2015, the Company has been in compliance with all the debt covenants. For information of debt covenants, please refer to Note 37.

F-29

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

17. Other Payables

	As of December 31,
	2014		2015
	NT$		NT$
Payables for equipment		2,737,715		3,576,455
Payables for employees’ compensations		3,672,966		3,929,214
Others		3,761,074		4,007,071
		10,171,755		11,512,740

Others represent individually insignificant items such as supplies, maintenance charges, professional service fees and etc., which are presented on an aggregate basis.

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. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned method, to the labors expected to be qualified for retirement next year, the Company will make contribution for the deficit by next March.

(1) The amounts arising from the defined benefit obligation recognized in the balance sheets are as follows:

	As of December 31,
	2014			2015
	NT$			NT$
Present value of defined benefit obligations		2,225,935			2,392,281
Fair value of plan assets		(1,192,196	)		(1,184,971	)
Net defined benefit liability		1,033,739			1,207,310

F-30

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(2) Movements in net defined benefit liabilities are as follows:

(a) For the year ended December 31, 2013

	Present value of
	defined benefit			Fair value of			Net defined
	obligations			plan assets			benefit liability
	NT$			NT$			NT$
Balance at January 1		2,276,769			(1,188,218	)		1,088,551
Current service cost		25,359			—			25,359
Interest expense		39,657			(20,805	)		18,852
		65,016			(20,805	)		44,211
Remeasurements:
Experience adjustments		61,290			—			61,290
Changes in financial assumptions		(166,235	)		—			(166,235	)
Return of plan assets		—			5,679			5,679
		(104,945	)		5,679			(99,266	)
Pension fund contribution		—			(49,371	)		(49,371	)
Paid Pension		(48,100	)		48,100			—
Balance at December 31		2,188,740			(1,204,615	)		984,125

(b) For the year ended December 31, 2014

	Present value of
	defined benefit			Fair value of			Net defined
	obligations			plan assets			benefit liability
	NT$			NT$			NT$
Balance at January 1		2,188,740			(1,204,615	)		984,125
Current service cost		23,380			—			23,380
Interest expense		48,940			(27,364	)		21,576
		72,320			(27,364	)		44,956
Remeasurements:
Experience adjustments		54,556			—			54,556
Return of plan assets		—			(645	)		(645	)
		54,556			(645	)		53,911
Pension fund contribution		—			(49,253	)		(49,253	)
Paid Pension		(89,681	)		89,681			—
Balance at December 31		2,225,935			(1,192,196	)		1,033,739

F-31

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(c) For the year ended December 31, 2015

	Present value of
	defined benefit			Fair value of			Net defined
	obligations			plan assets			benefit liability
	NT$			NT$			NT$
Balance at January 1		2,225,935			(1,192,196	)		1,033,739
Current service cost		20,475			—			20,475
Interest expense		49,670			(26,976	)		22,694
		70,145			(26,976	)		43,169
Remeasurements:
Experience adjustments		10,493			—			10,493
Changes in demographic assumptions		18,021			—			18,021
Changes in financial assumptions		145,514			—			145,514
Return of plan assets		—			5,814			5,814
		174,028			5,814			179,842
Pension fund contribution		—			(49,440	)		(49,440	)
Paid Pension		(77,827	)		77,827			—
Balance at December 31		2,392,281			(1,184,971	)		1,207,310

(3) 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. The constitution of fair value of plan assets as of December 31, 2014 and 2015 is as follows:

	As of December 31,
	2014		2015
	NT$		NT$
Cash		251,553		240,312
Equity instruments		626,141		615,237
Debt instruments		314,502		329,422
		1,192,196		1,184,971

(4) Principal actuarial assumptions for the reporting period are as follows:

	For the years ended December 31,
	2014			2015
Discount rate		2.25	%		1.75	%
Future salary increases		2.00	%		2.00	%

F-32

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(5) For the years ended December 31, 2014 and 2015, the aforementioned discount rate and future salary increase rate are 0.25% and 0.5% higher (lower) than management’s estimates, the impact on the carrying amounts of defined benefit obligation is as follows:

	Impact on defined benefit obligation
For the Year Ended	0.25% increase in			0.25% decrease in
December 31, 2014	assumption			assumption
	NT$			NT$
Discount rate		(75,246	)		78,775
Future salary increase		78,794			(75,624	)
	Impact on defined benefit obligation
For the Year Ended	0.5% increase in			0.5% decrease in
December 31, 2015	assumption			assumption
	NT$			NT$
Discount rate		(145,514	)		158,584
Future salary increase		157,428			(145,896	)

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method has been applied as when calculating the defined benefit obligation recognized in the balance sheet.

(6) The Company expects to pay $50,429 as contribution to the pension plan in 2016.

(7) As of December 31, 2015, the weighted average duration of the defined benefit plan is 12.9 year. Expected maturity analysis of undiscounted defined benefit obligation was as follows:

	NT$
Within 1 year		48,448
1-2 year(s)		68,814
2-5 years		77,866
Over 5 years		2,893,403
		3,088,531

(8) On February 4, 2016, the Board of Directors approved pension plans for executive officers, which will increase the net defined benefit obligation by approximately $62,172.

B. Defined Contribution Plans

(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.

(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.

F-33

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(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, Siliconware Technology (Suzhou) Limited has no further obligations.

(4) The expenses recognized for the Group’s defined contribution pension plans are $504,299, $538,818 and $533,905 for the years ended December 31, 2013, 2014 and 2015, respectively.

19. Capital Stock

A. As of December 31, 2014 and 2015, 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.

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, 2015, the outstanding ADSs amounted to 51,404,643 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.

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 $923,496 (NT$ 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.

D. On Feburary 24, 2016, the Company’s Board of Directors proposed to distribute capital reserve of $3,116,361 (NT$ 1.0 dollar per share), payable in cash .The distribution resolution hasn’t been approved by the Shareholders’ meeting on April 21, 2016. Related information will be posted in the “Market Observation Post System” on Taiwan Stock Exchange website.

F-34

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

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 Shareholders’ 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. With regards to the 2014 employee bonus and director compensation information, please refer to Note 23.

B. As of December 11, 2015, the Board of Directors approved the newly revised Articles of Incorporation, under which 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 legal reserve at 10% of the profits left over, until the accumulated legal reserve equals the Company’s paid-in capital;

(4) Set aside or reverse special reserve in accordance with relevant laws or regulations or as requested by the authorities in charge;

(5) Provide dividends and bonuses to shareholders from the remainder of current year’s earnings and unappropriated earnings in prior years, which shall be proposed by the Board of Directors and approved at the Shareholders’ meeting.

The amended Articles of Incorporation will be resolved in the annual Shareholders’ meeting in 2016.

C. 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.

D. In accordance with the R.O.C. Securities and Future Bureau (SFB) regulations, in addition to legal reserve, the Company should set aside a special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reserved amount could be included in the distributable earnings.

E. Starting from June 20, 2014, the roles and responsibilities of the Supervisors were replaced by independent directors of the Audit Committee. The authority of the Audit Committee is governed by relevant laws and regulation, with related details determined by the Board of Directors.

F. 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, 2014 and 2015, the undistributed earnings derived on or after the implementation of the imputation tax system were $11,678,749, and $9,921,153, respectively.

F-35

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

G. As of December 31, 2014 and 2015, the balances of shareholders’ imputation tax credit account of the Company were $191,792, and $875,437, respectively. The rate of shareholders’ imputation tax credit to undistributed earnings for the earnings distributed in 2014 was 17.11%. The rate of shareholders’ imputation tax credit to undistributed earnings for the earnings to be distributed in 2015 is expecting to be approximately 17.18%.

However, the rate is subject to changes based on the balance of shareholders’ 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.

Effective from January 1, 2015, the creditable ratio for individual shareholders residing in the Republic of China will be half of the original creditable ratio according to the revised Article 66-6 of the Income Tax Law.

H. The distributions of 2013 and 2014 dividends were resolved at the Shareholders’ meeting on June 20, 2014 and June 16, 2015, respectively. Details are summarized below:

	For the Years Ended December 31,
	2013					2014
				Dividends				Dividends
				per share				per share
	Amount			(in NT dollars)		Amount		(in NT dollars)
	NT$					NT$
Provision of Legal reserve		589,228					1,170,770
Reversal of Special reserve		(244,604	)				—
Cash dividends		5,609,450			1.80		9,349,083		3.00

Please refer to Note 24C for information on employees’ cash bonuses and directors’ and supervisors’ remunerations.

I. On February 24, 2016, the Company’s Board of Directors proposed the following earnings distribution for 2015:

	Earnings distribution
	NT$
Legal reserve		876,226
Cash dividends (NT$2.8 dollars per share)		8,725,811
		9,602,037

J. Since the 2016 Shareholders’ meeting has yet to be held, there is uncertainty on the 2015 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, 2015, the additional 10% tax payable of $788,603 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 Febuary 24, 2016, will reduce such additional 10% tax payable and related income tax expense by $788,603 in 2016.

F-36

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

22. Other Equity Items

	Unrealized Gain on
	Valuation of Available-			Exchange Difference on			Remeasurements of
	for-sale Financial Assets			Translation of Foreign Financial Statements			Post-employment Benefit Obligations
	NT$			NT$			NT$
As of January 1, 2013		330,756			(255,037	)		(14,306	)
Changes in fair value of financial instruments
- pretax		692,601			—			—
- tax		(138,853	)		—			—
Recognition of changes in fair value of financial instruments in profit or loss
- pretax		—			—			—
- tax		—			—			—
Differences in translation- equity method investments
- pretax		—			426,113			—
- 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
	Unrealized Gain on
	Valuation of Available-			Exchange Difference on			Remeasurements of
	for-sale Financial Assets			Translation of Foreign Financial Statements			Post-employment Benefit Obligations
	NT$			NT$			NT$
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			—
- 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
	Unrealized Gain on
	Valuation of Available-			Exchange Difference on			Remeasurements of
	for-sale Financial Assets			Translation of Foreign Financial Statements			Post-employment Benefit Obligations
	NT$			NT$			NT$
As of January 1, 2015		3,670,115			720,253			23,339
Changes in fair value of financial instruments
- pretax		(2,406,287	)		—			—
- tax		19,610			—			—
Recognition of changes in fair value of financial instruments in profit or loss
- pretax		1,856,442			—			—
Differences in translation- equity method investments
- pretax		—			(223,940	)		—
- tax		—			(40	)		—
Other comprehensive income/losses reclassified to profit or loss upon disposal of investments accounted for using the equity method
- pretax		—			(3,965	)		—
- tax		—			674			—
Remeasurements of post-employment benefit obligations
- pretax		—			—			(179,842	)
- tax		—			—			30,572
As of December 31, 2015		3,139,880			492,982			(125,931	)

F-37

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

23. Treasury Stock

A. Movement of treasury stock:

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

The Company has no treasury stock transaction in 2014 and 2015.

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,
	2013		2014		2015
	NT$		NT$		NT$
Employee benefit expenses
Salaries and bonuses		12,840,941		14,894,813		15,339,459
Post employment benefits		548,510		583,774		577,074
Others		1,812,624		1,994,137		2,025,247
		15,202,075		17,472,724		17,941,780
Depreciation and amortization expenses		11,033,739		12,435,815		13,513,985

A. In accordance with Article 235 and 235-1 of the Company Act as amended in May 2015, and Jing-Shang-Zi Letter No. 10402413890, employees’ compensation (bonus), and directors’ remuneration shall not be considered as earnings distribution. An entity shall stipulate a fixed amount or ratio of annual profit to be distributed as employee compensation. The annual profit is defined as income before income tax, employees’ compensation and directors’ remuneration. If an entity has accumulated deficit, annual profit should be appropriated to cover such losses.

B. In accordance with the Company’s Articles of Incorporation as amended and approved by the Board of Directors on December 11, 2015, after covering accumulated losses, 10% of the annual profit shall be set aside as employees’ compensation. Additionally, 1% or less of the annual profit shall be set aside as directors’ remuneration. Employees’ compensation (bonus) is payable, in the form of cash or shares, to the payroll employees of the Company or its domestic or foreign subsidiaries over which the Company has 50% or more of voting power, who work substantially during the fiscal year in which the annual profit is generated. The amended Articles of Incorporation shall be resolved in the annual Shareholders’ meeting in 2016.

C. For the years ended December 31, 2013, 2014 and 2015, employee compensation (bonus) was accrued at $623,272 , $1,038,787 and $1,128,007, respectively; directors’ remuneration was accrued at $55,477, $105,369 and $112,801, respectively. Both are paid/ payable in the form of cash. In 2015, the employees’ compensation and directors’ remuneration were estimated and accrued based on the annual profits for the year ended December 31, 2015; while in 2013 and 2014, related expenses were accrued based on the post tax income of 2013 and 2014 and the percentages stipulated in the Article of Incorporation, taking into account of other factors such as legal reserve.

F-38

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

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).

26. Other Income and Expenses

	For the Years Ended December 31,
	2013			2014			2015
	NT$			NT$			NT$
Loss on damages and claims		(109,482	)		(110,236	)		(374,613	)
Gains on disposal of property, plant and equipment and other assets		96,536			287,947			31,293
Impairment loss on property, plant and equipment		(111,715	)		(63,722	)		(64,996	)
Others		185,812			170,262			152,499
		61,151			284,251			(255,817	)

27. Other Gains and Losses, Net

	For the Years Ended December 31,
	2013		2014		2015
	NT$		NT$		NT$
Foreign exchange gain (loss)—net		436,826		483,325		(77,439	)
Gains on reversal of impairment loss of non-financial assets
(Note 10(D))		—		—		134,992
		436,826		483,325		57,553

F-39

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

28. Income Tax

A. Income taxes recognized in profit or loss for the years ended December 31, 2013, 2014 and 2015 are as follows:

	For the Years Ended December 31,
	2013			2014			2015
	NT$			NT$			NT$
Current income tax expense
Recognition for the current period		1,153,379			2,350,321			1,741,385
Provision of additional 10% tax on undistributed earnings		59,574			1,057,158			906,273
Reversal of additional 10% tax on undistributed earnings due to dividend distribution		—			—			(1,056,043	)
Income tax adjustments for prior years		6,298			3,357			(39,435	)
		1,219,251			3,410,836			1,552,180
Deferred income tax expense
Temporary differences		(103,865	)		(156,234	)		(186,121	)
Provision of additional 10% tax on undistributed earnings		530,306			—			—
Reversal of additional 10% tax on undistributed earnings due to dividend distribution		(481,722	)		(531,407	)		—
Income tax credits		442,730			326,902			—
		387,449			(360,739	)		(186,121	)
Income tax expense recognized in profit or loss		1,606,700			3,050,097			1,366,059

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,
	2013			2014			2015
	NT$			NT$			NT$
Income tax expense calculated at the statutory tax rates applicable to respective countries		1,698,533			2,703,678			2,057,890
Expenses not deductible for tax purposes		2,477			9,870			319,835
Tax exempt income		(49,491	)		(31,353	)		(736,103	)
Temporary difference not recognized as defferred tax liability		(260,462	)		(162,897	)		(179,130	)
Expiration of investment tax credits		6,338			—			—
Changes in realizable amount for deferred income tax assets		100,383			—			—
Chang in assessment of realization of deferred tax assets		—			—			(1,071	)
Effect from Alternative Minimum Tax		—			—			88,944
Provision of additional 10% tax on undistributed earnings		589,880			1,057,158			906,273
Adjustment: over provision from prior years		(480,958	)		(526,359	)		(1,090,579	)
Income tax expense recognized in profit or loss		1,606,700			3,050,097			1,366,059

The weighted average statutory tax rates applicable to respective countries for the years ended December 31, 2013, 2014 and 2015 were 22.80%, 18.95% and 19.83%, 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(J) for more information.

F-40

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

C. Income taxes recognized in other comprehensive income for the years ended December 31, 2013, 2014 and 2015 are as follows:

	For the Years Ended December 31,
	2013			2014			2015
	NT$			NT$			NT$
Unrealized gain on valuation of available-for-sale financial assets		(138,853	)		(162,758	)		19,610
Exchange difference on translation of foreign financial statements		(3,388	)		(2,720	)		(40	)
Remeasurements of post-employment benefit obligation		(16,875	)		9,165			30,572
		(159,116	)		(156,313	)		50,142

D. Changes in deferred tax assets and liabilities for the years ended December 31, 2013, 2014 and 2015 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
Post-employment benefit obligations		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 loss		—			87,302			—			—			87,302
Post-employment benefit obligations		155,942			264			9,165			—			165,371
Unrealized gain on available-for-sale financial assets		98,718			(98,718	)		—			—			—
Unrealized losses on financial liabilities 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			105,896			—			(1,273	)		341,107
		837,585			(147,771	)		7,454			(1,156	)		696,112
Deferred tax liabilities
Temporary differences
Unrealize 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-41

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

	For the Year Ended December 31, 2015
	January 1			Profit or Loss			Other Comprehensive Income			Effect of Foreign Currency Exchange Differences			December 31
	NT$			NT$			NT$			NT$			NT$
Deferred tax assets
Temporary differences
Unrealized sales allowance		47,722			(43,330	)		—			(40	)		4,352
Convertible bonds		95,623			125,131			—			—			220,754
Post-employment benefit obligations		165,371			(2,254	)		30,572			—			193,689
Unrealized losses on financial liabilities at fair value through profit or loss		54,610			119,572			—			—			174,182
Others		332,786			(13,352	)		(40	)		(317	)		319,077
		696,112			185,767			30,532			(357	)		912,054
Deferred tax liabilities
Temporary differences
Unrealized gains on available-for-sale financial assets		(282,648	)		—			19,610			—			(263,038	)
Unrealized gains on property, plant and equipment		(13,567	)		(14,828	)		—			697			(27,698	)
Others		(60,003	)		15,182			—			972			(43,849	)
		(356,218	)		354			19,610			1,669			(334,585	)
Net deferred tax assets		339,894			186,121			50,142			1,312			577,469

E. The Company’s unused portion of investment tax credits, under the “Statue for Upgrading Industries”, was 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,
	2014		2015
	NT$		NT$
Investment in foreign subsidiaries		5,850,632		6,679,093

G. The Company has met the requirement of “Incentives for Emerging Important Strategic Industries in Manufacturing and Technology Services” for its capitalization plans in 2006 and 2007 and is exempted from income tax for revenues arising from the assembly and testing of certain integrated circuit products for a five-year period. The Company selected 2008 and 2015 as the starting periods of the five-year income tax exemptions, which became (becomes) expired in May 2013 and December 2019, respectively. As a result of the above tax holiday, the net income was higher by $24,646 ($0.01 per share), $679,075 ($0.22 per share) for the years ended December 31, 2013 and 2015, respectively.

H. The income tax returns of the Company have been assessed and approved by the Tax Authority through 2013.

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%.

F-42

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

29. Earnings Per Share (EPS)

	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 compensation (bonus)		—		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 thousands)		NT$
Basic earnings per share
Net income		11,218,087		3,116,361		3.60
Dilutive effect of employee compensation (bonus)		—		23,110
Diluted earnings per share		11,218,087		3,139,471		3.57
	For the year ended December 31, 2015
	Income after tax		Weighted average outstanding common stock		Earnings per share (in dollars)
	NT$		(in thousands)		NT$
Basic earnings per share
Net income		9,011,463		3,116,361		2.89
Dilutive effect of employee compensation (bonus)		—		33,769
Diluted earnings per share		9,011,463		3,150,130		2.86

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 years ended December 31, 2014 and 2015.

C. As employees’ compensation (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’ compensation (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-43

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

30. Non-Cash Transactions

A. The investment activities partially paid by cash are as follows:

	For the years ended December 31,
	2013			2014			2015
	NT$			NT$			NT$
Purchase of property, plant and equipment		15,516,512			19,869,543			14,009,988
Decrease in prepayment for equipment		(1,158	)		—			(4,798	)
(Increase)/decrease in equipment payable, net		(547,432	)		367,547			(838,740	)
(Increase)/decrease in notes payable of construction		—			(699,900	)		699,900
Effect of foreign currency exchange		10,764			23,550			(10,919	)
Current cash payment		14,978,686			19,560,740			13,855,431

B. Non-cash investing activities:

As mentioned in Note 10(D), Interconnect subsequently reduced its capital in December 2015. The 39% interests in AAPM were distributed to the Company as capital return.

	For the year ended
	December 31, 2015
	NT$
Acquisition of investments accounted for using the equity method-AAPM		137,011
Disposal of Associate-Interconnect:
Decrease in difference on translation (Show as other equity item)		3,291
Decrease in deferred tax liabilities		674
Decrease in investments accounted for using the equity method		(1,409	)
Gains on disposal of investments		(139,567	)
		—

31. Operating Leases

The Company leases several parcels of land from the Science Park Administration with expiration dates between December 2023 and December 2034. The Company can renew the leases upon expiration. The Company also entered into lease agreements for its buildings and certain machinery and equipment. Siliconware Technology (Suzhou) Limited also entered into lease agreements for its land use right and certain machinery and equipment. For years ended December 31, 2013, 2014 and 2015, the Company recognized rental expense amounted to $472,315, $617,467 and $490,132, respectively.

32. Related Party Transactions

A. The Group had no material transactions with related parties for the years ended December 31, 2013, 2014 and 2015.

B. Personnel compensations to Directors, Supervisors, and Managements

	For the Years Ended December 31,
	2013		2014		2015
	NT$		NT$		NT$
Short-term employee benefits		211,841		352,560		370,943
Post-employment benefits		2,439		2,686		2,866
Share-based compensations (Note 23)		20,161		—		—
		234,441		355,246		373,809

F-44

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

33. Assets Pledged as Collateral

The following assets have been pledged as collateral against certain obligations of the Company:

	As of December 31,
Assets	2014		2015		Subject of collateral
	NT$		NT$
Time deposits (shown as other financial assets, current)		339,600		384,400	Guarantees for customs duties and land leased from Science Park Administration

34. Commitments and Contingencies

A. Pursuant to future operating expansion, the Group entered into several facility construction agreements amounting to $2,271,773, of which $1,321,808 remained unpaid as of December 31, 2015.

B. The Group entered into several contracts for the use of certain technologies and patents in exchange of royalty payments. Contracts are valid until the expiry of patents or upon termination by both parties.

C. In connection with the strategic alliance with Tsinghua Unigroup Ltd., or Unigroup, the Company and Unigroup entered into a Share Subscription Agreement in December 2015, pursuant to which Unigroup will subscribe for 1,033 million of the Company’s newly issued common shares, which represent approximately 24.9% of the Company’s issued and outstanding share capital, at NT$55 per share. The transaction is subject to closing conditions, including shareholder and regulatory approval. The Company proposed an extraordinary shareholders meeting in January 2016 to discuss the Unigroup transaction, but such meeting was subsequently suspended.

D. Future minimum lease payments under the non-cancellable operating leases are as follows:

	As of December 31, 2015
	NT$
Within 1 year		160,861
1-5 year(s)		273,664
Over 5 years		707,916
		1,142,441

35. Significant Event After the Reporting Period

A. As of December 31, 2015, the Company held ChipMOS Technologies Inc. and ChipMOS Technologies (Bermuda) Ltd. 132,775 thousand shares and 1,244 thousand shares, respectively. On January 21, 2016, the Board of Directors of ChipMOS Technologies Inc., have approved the merger of ChipMOS Technologies (Bermuda) Ltd., and ChipMOS Technologies Inc., with ChipMOS Technologies Inc., be the surviving company. Under the agreement, Shareholders of ChipMOS Technologies (Bermuda) Ltd., will receive US$3.71 dollars in cash and 0.9355 share of American Depository Shares (“ADS”) in exchange for each share in ChipMOS Technologies (Bermuda) Ltd. Each ADS will represent 20 new common shares to be issued by ChipMOS Technologies Inc. The merger is expected to close in the third quarter of 2016, after shareholders’ resolution from both companies and the approval from governmental authorities and regulators. The value of the ADS that the Company will receive from this merger transaction will depend on the price per ChipMOS Technologies Inc., ADS on the NASDAQ Capital Market (“NASDAQ”), which is unknown as of April 21, 2016. However, based on the most recent closing price per ChipMOS Technologies Inc., share on the TWSE, the Company does not find it would result in unfavorable financial impact as the value of the ADS that the Company will receive is above the carrying value of the Company’s investment in ChipMOS Technologies (Bermuda) Ltd.

F-45

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

B. On October 1, 2015, Advanced Semiconductor Engineering, Inc. (ASE), a provider of semiconductor packaging and testing services and one of our competitors, acquired 24.99% of the Company’s issued and outstanding shares pursuant to an unsolicited public tender offer. On December 29, 2015, ASE launched its second unsolicited public tender offer to purchase a further 24.71% of the Company’s common shares, including those represented by ADSs, through concurrent tender offers in the United States and the R.O.C. The closing conditions of this second tender offer include (1) at minimum, shareholders representing 5% of total and outstanding share capital respond to the tender, and (2) the Taiwan Fair Trade Commission approves the proposed combination before March 17, 2016. The second tender offer was unsuccessful because ASE did not receive approval from the Taiwan Fair Trade Commission before the expiration of the tender offer. On March 23, 2016, the Taiwan Fair Trade Commission announced that, given the failure of the tender offer, it has terminated its review of the proposed combination. However, ASE has announced that it will continue to seek to acquire the Company’s shares and has done so through open market purchases. The Company believes, as of April 1, 2016, ASE owned 1,037,000,000, or approximately 33.28 %, of the Company’s issued and outstanding shares.

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:

F-46

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(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 tax
								(NT$)
Financial assets
Monetary assets
USD:NTD		1,093,574		31.60		5	%		1,727,847
USD:RMB		13,022		6.1190		5	%		20,575
Nonmonetary assets
USD:NTD		35,358		31.60		N/A			N/A
Investments accounted for using the equity method
USD:NTD		747		31.65		N/A			N/A
Financial Liabilities
Monetary liabilities
USD:NTD		884,438		31.70		5	%		1,401,834
USD:RMB		116,880		6.1190		5	%		185,255
JPY:NTD		3,932,535		0.2666		5	%		52,421
JPY:RMB		121,931		0.0514		5	%		1,625
	As of December 31, 2015
					Sensitivity analysis
(Foreign currencies: functional currencies)	Foreign Currencies in thousands		Exchange rates		Movement			Impact to profit and loss before tax
								(NT$)
Financial assets
Monetary assets
USD:NTD		793,731		32.775		1	%		260,145
USD:RMB		16,231		6.4936		1	%		5,320
Nonmonetary assets
USD:NTD		30,409		32.775		N/A			N/A
Investments accounted for using the equity method
USD:NTD		3,739		32.825		N/A			N/A
Financial Liabilities
Monetary liabilities
USD:NTD		660,413		32.875		1	%		217,111
USD:RMB		120,271		6.4936		1	%		39,539
JPY:NTD		3,549,618		0.2747		1	%		9,751
JPY:RMB		165,246		0.0539		1	%		454

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. 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. and ChipMOS Technologies Inc. are listed on Taiwan Stock Exchange, and ChipMOS Technologies (Bermuda) Ltd. is listed on NASDAQ. For other equity investees that are not traded in public market, the Company implements suitable techniques to perform the assessments. As of December 31, 2014 and 2015, if the market price had increased/decreased by 10% with all other variables held constant, other comprehensive income would have increased/decreased by $817,816 and $585,978, respectively.

F-47

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(3) Interest rate risk

The Group’s interest rate risk arises from cash, interest bearing time deposits and borrowings. Mostly, residual cash will be held as deposit. As of December 31, 2014 and 2015, the Group held financial assets with cash flow interest rate risk of $104,967 and $41,592, respectively, and financial liabilities with cash flow interest rate risk of $22,473,917, and $16,646,875, respectively. As of December 31, 2014 and 2015, if the interest rate had been increased/ decreased by 10 points (0.1%), income before income tax for the period would have been $22,369 and $16,605 lower / higher, 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.

(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, 2014
	Total		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
	As of December 31, 2015
	Total		Impaired		Unimpaired
	NT$		NT$		NT$
1-90 days		767,130		—		767,130
91-180 days		9,005		—		9,005
Over 180 days		14,015		1,695		12,320
		790,150		1,695		788,455

Note: As of December 31, 2014 and 2015, no impairment loss incurred on accounts receivables that are not past due.

(4) As of December 31, 2014 and 2015, the Group’s ten largest customers accounted for 69% and 67% 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:

F-48

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(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		—		—		—		13,327,948		13,327,948
Long-term Loans (include the current portion)		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
	As of December 31, 2015
	Less than 1 year		1-2 years		2-3 years		Over 3 years		Total
	NT$		NT$		NT$		NT$		NT$
Short-term Loans		2,822,367		—		—		—		2,822,367
Accounts Payable		6,942,527		—		—		—		6,942,527
Other Payables		11,512,740		—		—		—		11,512,740
Other Current Liabilities - Others		215,304		—		—		—		215,304
Convertible Bonds		—		—		—		13,821,965		13,821,965
Long-term Loans (include the current portion)		6,163,404		3,604,387		2,220,940		2,192,170		14,180,901
Other Non-Current Liabilities		—		118,580		59,175		9,088		186,843
		27,656,342		3,722,967		2,280,115		16,023,223		49,682,647

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, 2013, 2014 and 2015. 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, 2014 and 2015, 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, 2013, 2014 AND 2015

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

	As of December 31,
	2014			2015
	NT$			NT$
Current assets		55,207,908			48,785,212
Current liabilities		31,576,043			30,677,239
Current ratio		175	%		159	%
	As of December 31,
	2014			2015
	NT$			NT$
Total liabilities		58,978,728			53,680,027
Tangible net worth		70,524,572			69,336,451
Liability to tangible net worth ratio		84	%		77	%

	For the years ended December 31,
	2013		2014		2015
	NT$		NT$		NT$
Earnings before income taxes		7,448,709		14,268,184		10,377,522
Interest expenses		270,108		403,080		564,540
Depreciation and amortization		11,033,739		12,435,815		13,513,985
Interest protection multiples		69		67		43

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.

Convertible bonds:

	Carrying Amount		Fair Value (Level 3)
	NT$		NT$
December 31, 2014		11,875,483		12,016,836
December 31, 2015		12,627,311		12,785,745

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.

F-50

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

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.

C. The Company’s financial instruments measured at fair value are as follows:

Recurring basis:

	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
	As of December 31, 2015
	Level 1		Level 2		Level 3
	NT$		NT$		NT$
Available-for-sale financial assets	$	5,996,993	$	596,623	$	—
Financial liability at fair value through profit or loss	$	—	$	—	$	1,798,920

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) There were no transfers between Level 1 and 2 for the years ended December 31, 2015. Beginning from the second quarter of 2014, the Company reclassified the available-for-sale financial asset, 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

(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 and 2015.

F-51

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

(5) Reconciliation of Level 3 fair value measurements of financial liabilities

	2014		2015
	NT$		NT$
As of January 1		—		1,095,552
Issuance		774,319		—
Gains and losses recognized in profit or loss		321,233		703,368
As of December 31		1,095,552		1,798,920

The total gains or losses for the year ended December 31, 2014 and 2015 included a loss of $321,233 and $703,368, respectively, relating to the financial liabilities at fair value on Level 3 fair value measurement and held at balance sheet date.

(6) 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 (Note 38C(4))		28.90	%	The higher the volatility, the higher the fair value
Description	Fair Value at December 31, 2015		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		1,798,920		Binomial model		Expected volatility (Note 38C(4))		34.80	%	The higher the volatility, the higher the fair value

(7) The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, using different valuation models or assumptions may result in difference in fair value measurement. For financial assets and liabilities categorized within Level 3, a 10% increase in the value of stock market price would lead to a decrease in income before tax by $496,496 and $723,250 for the years ended December 31, 2014 and 2015, respectively. On the other hand, a 10% decrease in the value of the stock market price would increase income before tax by $467,428 and $665,390 for the years ended December 31, 2014 and 2015, respectively. A 5% increase in the expected volatility of the value of the derivative instrument would lead to a decrease in income before tax by $331,385 and $253,795 for the years ended December 31, 2014 and 2015, respectively. A 5% decrease in the expected volatility of the value of derivative instrument would increase income before tax by $339,525 and $365,570, for the years ended December 31, 2014 and 2015, respectively.

39. Segment Information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s assembly and packaging services are provided in Taiwan and China, and the chief operating decision maker assesses performance and allocates resources based on their economic environment separately. These two operating segments have been aggregated into one reportable segment as they have similar long-term average gross margins and meet the criteria of aggregation. As a result, the Group discloses a single reporting segment.

F-52

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

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

A. Breakdown of the revenue from different products and services:

	For the Years Ended December 31,
	2013 (Note)		2014 (Note)		2015
	NT$		NT$		NT$
Packaging		61,068,518		72,469,155		72,752,428
Testing		7,797,773		9,851,951		9,551,025
Others		489,901		750,335		536,469
		69,356,192		83,071,441		82,839,922

Note: For the years ended December 31, 2013 and 2014, revenue from Bumping services was reclassified from “Testing and Others” to “Packaging” due to the increasingly growth in revenue.

B. Operations in different geographic areas:

Revenues are summarized by the areas where our customers’ group headquarters locate. In prior years, this information was summarized based on the location of customers’ regional headquarters. Accordingly, prior year information was recast to reflect the change in methodology for determining revenue by geography. 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,
	2013				2014				2015
	Revenues		Noncurrent Assets		Revenues		Noncurrent Assets		Revenues		Noncurrent Assets
	NT$		NT$		NT$		NT$		NT$		NT$
Taiwan		15,137,456		49,826,931		17,672,929		57,179,713		18,106,693		59,606,745
Other Asian countries:		14,600,797		7,162,463		19,051,176		7,576,205		22,985,933		8,191,442
China		13,296,834		6,624,974		17,833,706		7,552,578		21,318,660		8,068,694
Others		1,303,963		537,489		1,217,470		23,627		1,667,273		122,748
North America:		34,021,534		2,119		39,198,329		1,750		33,276,589		1,553
United States		28,939,701		2,119		34,579,750		1,750		30,076,050		1,553
Others		5,081,833		—		4,618,579		—		3,200,539		—
Europe and Others		5,596,405		—		7,149,007		—		8,470,707		—
		69,356,192		56,991,513		83,071,441		64,757,668		82,839,922		67,799,740

C. Major Customers:

In 2013, no single customer contributed to 10% or more of the Group’s total operating revenues.

In 2014 and 2015, operating revenues of $10,715,199 and $15,096,281 were from customer A, respectively, and the operating revenues of $8,619,699 and $10,053,063 were from customer B, respectively.

F-53

SILICONWARE PRECISION INDUSTRIES CO., LTD. AND SUBSIDIARIES

FINANCIAL STATEMENT SCHEDULE: VALUATION AND QUALITYING ACCOUNT

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(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 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
For the year ended 2015
Allowance for doubtful accounts		1,695		—			—	—		1,695
Allowance for sales discounts		275,705		152,224			413,668	(205)		14,056
Allowance for loss on obsolescence and decline in market value of inventory		143,348		20,480				(772)		163,056
Allowance for loss on idle assets		93,361		64,996			45,220	(580)		112,557

F-54