news release


News Release



Contact: Siliconware Precision Industries Co., Ltd.

No.45, Jieh Show Rd.

Hsinchu Science Park, Hsinchu Taiwan, 30056 www.spil.com.tw


Janet Chen, IR Director janet@spil.com.tw

+886-3-5795678#3675

Mike Ma, Spokesperson mikema@spil.com.tw

+886-4-25341525#7890


A Bad Example on Securities Market - 'Using the Pretense of a Purely Financial Investment to Seize Managing Rights'

- Expect Regulatory Authorities to Correct Each Fraudulent Securities Transaction, Maintain Securities Market Order, and Protect Investors

Announcement Unit: Siliconware Precision Industries Co., Ltd. Announcement Date: 2015/11/23


November 23, 2015, Taichung - Regarding the amended Schedule 13D filed by Advanced Semiconductor Engineering, Inc. ('ASE') on the EDGAR system of the U.S. Securities and Exchange Commission on November 16, 2015 to amend the transaction purpose of its public tender offer (the 'US Announcement'), Siliconware Precision Industries Co., Ltd. (TWSE: 2325; NASDAQ: SPIL) ('SPIL') points out the significant fallacies first and clarifies as below:


According to regulations of the Taiwan Stock Exchange relating to disclosures of major announcements, if ASE, which issues American Depositary Receipts, is required by the U.S. law to disclose an announcement of its material matter, it should simultaneously disclose such announcement in Taiwan. However, since late August when ASE announced its public tender offer for SPIL's common shares and American Deposit Receipts, it has not simultaneously and correctly disclosed major announcements on the United States and Taiwan securities markets on multiple occasions. ASE keeps using the method of information asymmetry to selectively disclose information, twist the truth and conceal its true intentions, thereby treating Taiwanese investors as second-rate shareholders, which is unjust. In particular, ASE thinks that, after completing the public tender offer, it no longer needs to pay heed to Taiwanese investors' rights to information. In the US Announcement on November 16, 2015, ASE unilaterally amended the transaction purpose of its public tender offer, revealing its desire and intention to influence SPIL's management. However, this was not simultaneously announced on Taiwan's Market Observation Post System and ASE's statement in the US Announcement is inconsistent with the facts. It is evident that ASE is afraid to face Taiwan investors and the regulatory authorities with its true intentions, meaning it has other controversial motives. Therefore, SPIL hereby clarifies the matter, in order to protect the rights and interests of investors of SPIL and in Taiwan's securities markets.


Regarding ASE's representation in the US Announcement that it has invited SPIL to

dialogue at least three times yet SPIL has declined, the actuality is that ASE had on September 23, 2015 (at that time ASE had not completed the closing of the tender offer) paid a call to SPIL and both parties did meet. However, prior to this, ASE had petitioned the court on September 22, 2015 for a preliminary injunction against the extraordinary shareholders' meeting legally convened by SPIL and intervened in and interfered with SPIL's business operations. Yet, ASE did not make any mention of these on its first visit to SPIL, which completely damaged the basis of mutual trust between the two parties. ASE's actions thereafter also did not comply with its status, as stated in its tender offer prospectus, as a purely financial investor. The disputes involving the tender offer prospectus untruths and securities transaction misrepresentation and fraud are currently being handled by the courts. Therefore, with regards to ASE's second and third request to meet, SPIL clearly expressed that, in light of the aforementioned disputes having entered the judicial process, and to avoid complications and confusing the media and press, ASE is requested to first commit that, if it becomes a shareholder of SPIL, it will comply with its previously announced intention as a purely financial investor, and it will keep any and all dialogues between both parties confidential. If ASE can make such a commitment, then both parties can proceed in good faith with subsequent discussions and communications in an appropriate manner. However, ASE continues to avoid addressing the aforementioned commitments, so ASE's actions have resulted in the complete lack of mutual trust between the parties required for dialogue.


Furthermore, ASE alleged in the US Announcement that SPIL only filed a lawsuit with the court after the share exchange proposal failed to pass at the extraordinary shareholders' meeting. In fact, immediately prior to the extraordinary shareholders' meeting on October 15, 2015, SPIL had filed a lawsuit in the Kaohsiung District Court seeking to confirm that ASE did not have the right to request to be registered as a shareholder of SPIL. This lawsuit arose out of ASE's tender offer prospectus being untruthful and ASE having made securities transaction misrepresentation and fraud. Therefore, ASE's relevant statements in the US Announcement are clearly incorrect.


SPIL regrettably must point out that ASE, since announcing its public tender offer of SPIL shares, has been unable to use a honest attitude and manner to face the investing public. On one hand, ASE has falsely stated in announcements to the capital markets that its acquisition of SPIL shares is 'purely financial investment'. On the other hand, ASE continues to declare that there should be industry consolidation, and its various actions and words towards SPIL has been far away from being a purely financial investment, including now omitting even any discussion of the 'purely financial investment' declaration in the tender offer prospectus. ASE's tender offer prospectus is not even three months old to date, and the objective environment has not undergone change, yet ASE now is saying it is evaluating the possibility of 'influencing SPIL's management'. Clearly, ASE has concealed its true intention of intervening with SPIL's management in its tender offer prospectus, planning to use the untrue tender offer prospectus to first acquire SPIL shares, then gradually reveal its true purpose of seizing management control of SPIL.


Besides, in the US Announcement, ASE also states that it will evaluate the possibility of 'further acquisitions of SPIL shares'. Has ASE already had a final decision for this? On a well-regulated securities market, does it allow a listing company, before it concludes a final decision, to announce such an uncertain material information that it intends to acquire another listing company? If ASE considers that it should announce its evaluating all possibilities available, why didn't we see any announcement when it evaluated a 'purely financial

investment' on SPIL? If ASE has already had a decision, what decision-making process/mechanism it takes? What is the contents of such decision? Why doesn't it fully disclose the material information to take responsibility for Taiwan investors? If ASE hasn't had a decision, what is ASE's intention while it announced such confused statements before concluding relevant decisions? Wouldn't it influence the securities market? Is it hard to image how come a big listing company emphasizing corporate governance would be similar to a market manipulator to release information to influence the share price of a company.


SPIL reaffirms that it does not object to meaningful industry consolidation. However, 'market integrity' is the cornerstone of each country's securities/capital markets, and capital markets do not permit any party to use fraudulent methods in proceeding with a transaction with a counterparty. ASE's misrepresentations of material information, such as the transaction purpose in the tender offer prospectus, has resulted in sellers being misled into selling. If such methods are acquiesced by the regulatory authorities, it will be tantamount to suggesting to everyone to imitate such practices and that it is needless to honestly report to investors important transaction information. The domestic capital markets inevitably will never have peace if such practices are accepted by the regulatory authorities, and SPIL believes that it will not be the only corporate victim of 'ASE's Hostile Public Tender Method - Using the pretense of a purely financial investment to seize managing rights'.


SPIL expects and believes that the regulatory authorities will not sit idly by and not take action against such unlawful action deceiving the investing public. SPIL will cooperate with the regulatory authorities in its investigation of such fraudulent securities transactions.

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