SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3/A

(Amendment No. 4)

RULE 13e-3 TRANSACTION STATEMENT (Under Section 13(e)

of the Securities Exchange Act of 1934)

SILICONWARE PRECISION INDUSTRIES CO., LTD.

(Name of the Issuer)

Siliconware Precision Industries Co., Ltd.

Advanced Semiconductor Engineering, Inc.

(Name of Person(s) Filing Statement)

Common Share, par value NT$10 per share

American Depositary Shares, each representing five Common Shares

(Title of Class of Securities)

827084864

(CUSIP Number for the American Depositary Shares)

Siliconware Precision Industries Co., Ltd. No. 123, Sec. 3, Da Fong Road Tantzu, Taichung, Taiwan Republic of China Attention: Eva Chen (+886) 4 25341525 (ext. 1528) Advanced Semiconductor Engineering, Inc. 26 Chin Third Road Nantze, Kaohsiung, Taiwan Republic of China Attention: Joseph Tung (+886) 7 3617131

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Chris K.H. Lin Simpson Thacher & Bartlett ICBC Tower, 35th Floor 3 Garden Road, Central Hong Kong Facsimile: +852 2514 7600 George R. Bason, Jr.         James C. Lin Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road Hong Kong Facsimile: +852 2533 1768

This statement is filed in connection with (check the appropriate box):

a.	☐	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	☐	The filing of a registration statement under the Securities Act of 1933.
c.	☐	A tender offer.
d.	☒	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Calculation of Filing Fee

Transaction Valuation*	Amount of filing fee**
US$5,713,724,460	US$711,358.70

* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the aggregate cash payment for the proposed per share payment of NT$51.2 (converted into U.S. dollars based on NT$29.48 = U.S.$1.00, which is the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board as in effect on April 20, 2018, the latest available exchange rate set forth in the H.10 statistical release of the Federal Reserve Board) for 3,289,855,412 shares (including share represented by the American depositary shares) subject to the transaction.

** The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory No.1 for Fiscal Year 2018, was calculated by multiplying the Transaction Valuation by 0.0001245.

*** A Filing fee of US$674,073.04 has been previously paid.

☐  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously Paid:	Filing Party:
Form or Registration No.:	Date Filed:

TABLE OF CONTENTS

	Page
ITEM 15. Additional Information		3
ITEM 16. Exhibits		4

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INTRODUCTION

This Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits thereto (the “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the following person (“Filing Persons”):(i) Siliconware Precision Industries Co., Ltd. (the “Company”), a company limited by shares incorporated under the laws of the Republic of China (“Taiwan” or the “ROC”), the issuer of the common shares, par value NT$10 per share (each, a “Share” and collectively, the “Shares”), including the Shares represented by the American depositary shares (“ADSs”), each representing five Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; and (ii) Advanced Semiconductor Engineering, Inc., a company limited by shares incorporated under the laws of the ROC (“ASE”).

On June 30, 2016, ASE and the Company entered into a Joint Share Exchange Agreement (the “Joint Share Exchange Agreement”) providing for the incorporation of ASE Industrial Holding Co., Ltd. (“HoldCo”), which will (i) purchase the Shares in cash and (ii) issue new shares to the shareholders of ASE in exchange for the common shares of ASE (collectively, the “Share Purchase”).

The Joint Share Exchange Agreement provides that upon the completion of the Share Purchase (the “Effective Time”):

• each Share issued and outstanding immediately prior to the Effective Time, including the treasury shares of SPIL and Shares beneficially owned by ASE, will be transferred to HoldCo in exchange for the right to receive NT$51.2, which represents NT$55.0, the original per Share consideration under the Joint Share Exchange Agreement, minus a cash dividend and a return of capital reserve of NT$3.8 per Share in total, distributed by the Company on July 1, 2016. The Final Per Share Price will be paid in NT dollars in cash, without interest and net of any applicable withholding taxes; and

• each ADS, each representing five Shares, including the ADSs beneficially owned by ASE, will be cancelled in exchange for the right to receive, through the ADS Depositary (as defined below), the US dollar equivalent of NT$256 (representing five times of the Final Per Share Consideration) minus the total of (A) all processing fees and expenses per ADS in relation to the conversion from NT dollars into US dollars and (B) US$0.05 per ADS cancellation fees pursuant to the terms of the deposit agreement dated January 6, 2015 by and among the Company, JPMorgan Chase Bank, N.A. (the “ADS Depositary”) and the holders and beneficial owners from time to time of ADSs issued thereunder. The Final Per ADS Consideration will be paid in US dollars in cash, without interest and net of any applicable withholding taxes.

The cross-references below show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

All information contained in this Transaction Statement concerning the Filing Person has been supplied by the Filing Person.

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Item 15. Additional Information

Item 15(b) is hereby amended and supplemented as follows:

On February 12, 2018, an extraordinary general meeting of the shareholders of the Company was held. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the consummation of the Joint Share Exchange Agreement, the Supplemental Agreement to the Joint Share Exchange Agreement and the transaction contemplated by the Joint Share Exchange Agreement.

On February 12, 2018, a meeting of the Board of Directors of the Company was held. At the meeting of the Board of Directors, the relevant timetables of the transaction contemplated by the Joint Share Exchange Agreement are determined as follows:

• Final trading date for the Shares: April 17, 2018;

• Stop trading period for the Shares: April 18, 2018 to April 30, 2018;

• Last Day for registration of the transfer of the Shares: April 19, 2018;

• Book closure period for the Shares: April 20, 2018 to April 30, 2018;

• Effective date of the transaction contemplated by the Joint Share Exchange Agreement: April 30, 2018; and

• Delisting date for the Shares: April 30, 2018.

On March 26, 2018, the Taiwan Stock Exchange Corporation has approved the Company’s application to delist the shares of the Company and ASE on the Taiwan Stock Exchange on April 30, 2018, and list the shares of HoldCo on the Taiwan Stock Exchange on the same day. HoldCo will be categorized as “semiconductor industry” under the Taiwan Stock Exchange’s categories of industries of listed companies and HoldCo’s stock code will be “3711”.

On April 30, 2018, ASE, HoldCo, the Company and Citicorp International Limited (the “Trustee”) entered into a Supplemental Indenture (the “Supplemental Indenture”) to revise, amend and supplement the Indenture, dated as of October 31, 2014, entered into between the Company and the Trustee (the “Indenture”). The Supplemental Indenture provides that (i) ASE and HoldCo will become co-obligors of the Company’s obligations under the Indenture and (ii) bondholders under the Indenture will be granted a right to convert their bonds into cash proceeds in the manner and under the terms specified in the Supplemental Indenture.

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Item 16. Exhibits.

(a)-(1)*	Preliminary Proxy Statement of the Company dated January 6, 2017 (the “Proxy Statement”).
(a)-(2)*	Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
(a)-(3)*	Form of Proxy Card.
(a)-(4)*	Form of ADS Voting Instruction Card.
(a)-(5)*	Unaudited Interim Financial Statements of the Company, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on November 22, 2016.
(b)	Not applicable.
(c)-(1)*	Opinion of J.P. Morgan Securities (Asia Pacific) Limited, dated June 30, 2016, incorporated herein by reference to Annex B to the Proxy Statement.
(c)-(2)*	Discussion Materials prepared by J.P. Morgan Securities (Asia Pacific) Limited for discussion with the board of directors of the Company, dated June 30, 2016.
(c)-(3)*	Opinion issued by Mr. Kun-Kuang Hsu as the Special Committee’s Independent Expert, dated May 23, 2016 (English Translation), incorporated herein by reference to Annex C-1 to the Proxy Statement.
(c)-(4)*	Opinion issued by Mr. Kun-Kuang Hsu as the Special Committee’s Independent Expert, dated June 29, 2016 (English translation), incorporated herein by reference to Annex C-2 to the Proxy Statement.
(c)-(5)*	Opinion issued by Mr. Kun-Kuang Hsu as the Special Committee’s Independent Expert, dated January 15, 2018 (English translation), incorporated herein by reference to Annex C-3 to the Proxy Statement.
(c)-(6)*	Opinion issued by Mr. Ji-Sheng Chiu, as ASE’s Independent Expert, dated May 25, 2016 (English translation), incorporated herein by reference to Annex D-1 to the Proxy Statement.
(c)-(7)*	Opinion issued by Mr. Ji-Sheng Chiu, as ASE’s Independent Expert, dated June 29, 2016 (English translation), incorporated herein by reference to Annex D-2 to the Proxy Statement.
(c)-(8)*	Opinion issued by Mr. Ji-Sheng Chiu, as ASE’s Independent Expert, dated January 15, 2018 (English translation), incorporated herein by reference to Annex D-3 to the Proxy Statement.
(d)-(1)*	Joint Share Exchange Agreement, dated as of June 30, 2016, between the Company and ASE (English translation), incorporated herein by reference to Annex A to the Proxy Statement.
(d)-(2)*	Supplemental Agreement to Joint Share Exchange Agreement, dated as of December 14, 2017, between the Company and ASE (English translation), incorporated herein by reference to Annex A-2 to the Proxy Statement.
(e)-(1)	Supplemental Indenture, dated as of April 30, 2018, among the Company, ASE, HoldCo and Citicorp International Limited.
(f)-(1)*	Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in the Proxy Statement.
(f)-(2)*	Article 12 of ROC Business Merges and Acquisitions Act, incorporated herein by reference to Annex E to the Proxy Statement.
(g)	Not applicable.

* Previously filed.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Siliconware Precision Industries Co., Ltd.
By:	/s/ Bough Lin
	Name: Bough Lin
	Title: Chairman of the Board of the Directors

Advanced Semiconductor Engineering, Inc.
By:	/s/ Jason C. S. Chang
	Name: Jason C. S. Chang
	Title: Chairman and Chief Executive Officer

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EX-99.(E)(1)

Exhibit (e)-(1)

SILICONWARE PRECISION INDUSTRIES CO., LTD.

ADVANCED SEMICONDUCTOR ENGINEERING, INC.

ASE INDUSTRIAL HOLDING CO., LTD.

as Co-Obligors

CITICORP INTERNATIONAL LIMITED

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of April 30, 2018

In respect of US$400,000,000 Zero Coupon Convertible Bonds Due 2019

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 30, 2018, among SILICONWARE PRECISION INDUSTRIES CO., LTD. (the “Company”), a company limited by shares organized under the laws of the Republic of China (the “ROC”) having its principal office at No. 123, Section 3, Da Fong Road, Tantzu, Taichung, Taiwan, ROC, ADVANCED SEMICONDUCTOR ENGINEERING, INC. (“ASE”), a company limited by shares incorporated under the laws of the ROC, with its address at No. 26, Jingsan Rd, Nanzi District, Kaohsiung City, ROC, ASE INDUSTRIAL HOLDING CO., LTD. (“Holdco”, and together with the Company and ASE, the “Co-Obligors”), a company limited by shares incorporated under the laws of the ROC, with its address at No. 26, Jingsan Rd, Nanzi District, Kaohsiung City, ROC, and CITICORP INTERNATIONAL LIMITED, a company organized under the laws of Hong Kong (herein called the “Trustee”), is made to revise, amend and supplement the Indenture, dated as of October 31, 2014, between the Company and the Trustee (the “Base Indenture” and the Base Indenture so revised, amended and supplemented by this Supplemental Indenture, the “Indenture”).

WHEREAS, the Company and the Trustee have executed the Base Indenture on October 31, 2014 in connection with the Company’s issuance of US$400,000,000 Zero Coupon Convertible Bonds due 2019;

WHEREAS, pursuant to a joint share exchange agreement, dated as of June 30, 2016, as supplemented by a supplemental agreement dated as of December 14, 2017, between the Company and ASE, Holdco will acquire all of the outstanding shares of the Company for cash consideration on the date hereof;

WHEREAS, each of ASE and Holdco agrees to become a co-obligor and jointly and severally assume the covenants and obligations of the Company under the Indenture;

WHEREAS, each of the Co-Obligors has agreed to grant to Bondholders a new right to convert their Bonds into cash proceeds and pay cash proceeds to Bondholders who exercise the right to convert their Bonds pursuant to the Cash Consideration Conversion Right (as defined below);

WHEREAS, each of the Co-Obligors has duly authorized the execution and delivery of this Supplemental Indenture;

WHEREAS, pursuant to Section 7.1 of the Base Indenture, the Company and the Trustee are authorized to execute and deliver this Supplemental Indenture, without the consent of any Holder; and

WHEREAS, all things necessary to make this Supplemental Indenture, together with the Base Indenture, a valid agreement of the Company, ASE and Holdco, in accordance with their terms, have been done.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, ASE, Holdco and the Trustee agree as follows for the benefit of each other and for the equal and proportionate benefit of the Bondholders, as follows:

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SECTION 1. Unless otherwise defined in this Supplemental Indenture, terms defined in the Base Indenture are used herein as therein defined.

SECTION 2. Each of ASE and Holdco hereby agree to assume and be jointly and severally liable for, the Company’s covenants and other obligations (including, but not limited to, the Company’s payment and indemnification obligations) under the Indenture.

SECTION 3. The Indenture is hereby amended by adding a new Condition 20 as follows:

“20. Conversion for Cash Consideration

Notwithstanding anything herein to the contrary, on exercise of the Cash Consideration Conversion Right (as defined below), the converting Bondholder may elect to receive Net Cash Proceeds (as defined below).

(A) Cash consideration conversion right

(i) Cash consideration conversion period

At any time during the Conversion Period on and subject to the terms set forth herein (the “Cash Consideration Conversion Right”) and the terms of the Agency Agreement, each Bondholder has the right hereunder to convert any of its Bonds into Net Cash Proceeds; provided, however, that the Cash Consideration Conversion Right during any Closed Period shall be suspended and the Conversion Period shall not include any such Closed Period.

For the purposes of this Condition 20:

“business day” means a day other than Saturday or Sunday on which banks are open for business in New York, London, Hong Kong or the city in which the Company and the ROC share registry of the Company, if a notice of conversion is deposited in connection with a conversion or for the purpose of calculating the Closed Period, is located.

(ii) Amount of cash consideration payable on conversion

The amount of cash proceeds to be paid upon conversion of any Bond (the “Net Cash Proceeds”) will be determined by the Co-Obligors in accordance with the following formula:

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NCP	=	[P / CCCP] x [A x [100% – T]] (translated into US Dollars at the Cash Conversion Prevailing Rate) where:
NCP = Net Cash Proceeds.
P = the principal amount of the Bonds to be converted.
CCCP = the Cash Consideration Conversion Price.
A = NT$51.20.
T = the rate of transaction tax payable under the ROC Securities Transaction Tax Act on the Conversion Date (being 0.3% as of the date hereof).

On conversion, the right of the converting Bondholder to repayment of the principal amount of the Bond to be converted shall be extinguished and released, and in consideration and in exchange therefor the Co-Obligors shall pay the Net Cash Proceeds to such Bondholder. If more than one Bond shall be deposited for conversion at any one time by the same holder of the Bonds, the amount of Net Cash Proceeds shall be calculated on the basis of the aggregate principal amount of the Bonds so deposited. On conversion, the right of the converting Bondholder to repayment of the principal and other amounts of the Bond to be converted shall be extinguished and released.

“Cash Conversion Prevailing Rate” means the fixing rate at 11:00 a.m. (Taipei time) on the date of receipt of the relevant Conversion Notice by the Conversion Agent, expressed as the number of NT Dollars per one US Dollar, as quoted by Taipei Forex Inc.

(iii) Cash consideration conversion price

The price used by the Co-Obligors in determining the Net Cash Proceeds (the “Cash Consideration Conversion Price”) will be NT$44.1443 per Common Share. Notwithstanding anything herein to the contrary, the Cash Consideration Conversion Price shall not be subject to adjustment.

(iv) Revival on default

Notwithstanding the provisions of Condition 20(A)(i), if the Company defaults in making payment in full in respect of any Bond that has been called for redemption prior to October 31, 2019 on the date fixed for redemption thereof, the Cash Consideration Conversion Right attaching to such Bond will continue to be exercisable up to, and including, the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on the date upon which the full amount of the monies payable in respect of such Bond has been duly received by the Trustee or the Principal Paying Agent (as the case may be) and notice of such receipt has been duly given to the Bondholders.

(B) Cash consideration conversion procedure

(i) Cash consideration conversion notice

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In order to exercise the Cash Consideration Conversion Right attaching to any Bond, a Bondholder must complete, execute and deposit at his own expense between 9:00 a.m. and 3:00 p.m. (local time at the specified office of the Conversion Agent referred to below) on any business day during the Conversion Period at the specified office of any Conversion Agent outside the ROC at which the Bond is presented for conversion a Conversion Notice in duplicate, duly completed and signed, in the then current form obtainable from the specified office of any Conversion Agent together with the relevant Bond and any certificates and other documents as may be required under the law of the ROC or the jurisdiction in which such Conversion Agent shall be located. Any Conversion Notice received by the Conversion Agent after 3:00 pm (local time at the specified office of the Conversion Agent) shall be deemed to have been delivered on the following business day.

A Conversion Notice once deposited may not be withdrawn without the consent in writing of the Company. Bondholders who deposit a Conversion Notice during a Closed Period will not be permitted to convert their Bonds until the business day following the last day of that Closed Period which (if all other conditions to conversion have been fulfilled) will be deemed as the Conversion Date for such Bonds. Bondholders electing to receive Net Cash Proceeds will not be paid the Net Cash Proceeds and shall retain the rights of a Bondholder with respect to the Bonds until the Conversion Date.

No Net Cash Proceeds will be paid to a converting Bondholder unless such Holder satisfies the foregoing conditions. If such Bondholder is unable or otherwise fails to satisfy the foregoing conditions, such Bondholder may transfer its Bond or beneficial interest therein subject to compliance with the transfer restrictions set forth in the Agency Agreement. See “Transfer Restrictions.”

(ii) Taxes and expenses; deposit date and conversion date

As conditions precedent to conversion, a Bondholder must pay directly to the relevant tax authorities all stamp, issue, registration and similar taxes and duties (if any) arising on conversion in the jurisdiction in which the Bond is deposited for conversion, or payable in any jurisdiction consequent upon the payment of Net Cash Proceeds. Except as aforesaid, the Company will pay the expenses arising in the ROC on the payment of Net Cash Proceeds on conversion of Bonds and all charges of the Conversion Agents in connection therewith as provided in the Agency Agreement.

(iii) Payment of Net Cash Proceeds

By not later than seven (7) business days following the Conversion Date, the Co-Obligors shall pay the Net Cash Proceeds to such Bondholder exercising its Cash Consideration Conversion Right by wire transfer of immediately available funds to the U.S. dollar account specified in the relevant Conversion Notice.

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SECTION 4. Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms and conditions (including the Terms and Conditions of the Bonds) of the Base Indenture shall remain in full force and effect. The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Supplemental Indenture shall be read, taken and considered as one and the same instrument for all purposes with respect to the Bonds. In the event of any conflict between the provisions of the Base Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall prevail.

SECTION 5. The Trustee, the Paying Agent and any Conversion Agent shall not at any time be under any duty or responsibility to any Bondholder to perform calculations or to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, the Paying Agent nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any Shares, or of any other securities, cash payment or property, which may at any time be delivered upon the conversion of any Bond; and neither the Trustee, the Paying Agent nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to transfer or deliver any Shares or other securities or property upon the surrender of any Bond for the purpose of conversion; and the Trustee, the Paying Agent and any Conversion Agent shall not be responsible or liable for any failure of any Co-Obligor to comply with any of the covenants of the Co-Obligors contained in this Indenture.

SECTION 6. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 7. Notwithstanding anything in this Supplemental Indenture to the contrary, the agreements of ASE and Holdco under this Supplemental Indenture are made solely for the benefit of the Bondholders, the Trustee and any Agents, and no other persons shall be deemed to be the beneficiary of such agreements or have any claim against ASE or Holdco for such agreements.

SECTION 8. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 9.

(a) This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

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(b) Each of the Co-Obligors hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Supplemental Indenture. Each of the Co-Obligors irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any Co-Obligor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such Co-Obligor irrevocably waives such immunity in respect of its respective obligations hereunder. Each of the Co-Obligors agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which such Co-Obligor is subject by a suit upon such judgment or in any manner provided by law.

(c) Each of the Co-Obligors irrevocably appoints Cogency Global Inc. as its authorized agent for service of process and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 10 E. 40th Street, 10th Floor, New York, NY 10016, United States. Service of process upon such agent and written notice of such service mailed or delivered to any Co-Obligor shall to the extent permitted by law be deemed in every respect effective service of process upon such Co-Obligor in any such legal action or proceeding. If for any reason such agent shall cease to be such agent for services of process, the Co-Obligors shall, with prior written notice to the Trustee, appoint a new agent for service of process in the United States. Nothing in this Supplemental Indenture shall affect the rights to serve process in any other manner permitted by law.

(d) Each of the Co-Obligors hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Supplemental Indenture, the posting of any bond or the furnishing, directly or indirectly, of any other security. Each of the Co-Obligors hereby irrevocably waives to the extent permitted by law any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of, or based on, this Supplemental Indenture or the transactions contemplated hereby.

SECTION 10. This Supplemental Indenture shall be effective upon its execution by the parties hereto.

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IN WITNESS WHEREOF, the Parties have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.

SILICONWARE PRECISION INDUSTRIES CO., LTD.
By:
	Name:
	Title:
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
By:
	Name:
	Title:
ASE INDUSTRIAL HOLDING CO., LTD.
By:
	Name:
	Title:
CITICORP INTERNATIONAL LIMITED
By:
	Name:
	Title: