1. Name and nature of the subject matter (for preferred shares, specify issuance terms such as dividend rate): SPIL common shares

2. Date on which the event occurred: 115/8/14 ~ 115/8/14

3. Date of board approval: August 10, 115

4. Other approval dates: Not applicable

5. Number of transactions, unit price, and total transaction amount: Number of units: 809,700,000 shares Unit price: NT$20 per share Total transaction amount: NT$16,194,000,000

6. Counterparty and its relationship with the company (if the counterparty is an individual and not a related party of the company, name disclosure may be omitted): SPIL is a 100%-owned subsidiary of the Company

7. If the counterparty is a related party, disclose the reason for selecting the related party as the transaction counterparty, the previous transferor, the relationship among the previous transferor, the company, and the counterparty, the previous transfer date, and the transfer amount: Reason for selecting related party as counterparty: The Company is the sole shareholder of SPIL. To meet SPIL’s funding needs for foreign currency procurement and repayment of existing foreign currency loans from financial institutions, and to maintain a single shareholder structure for SPIL, the Company intends to fully subscribe to all newly issued common shares in this offering. The funding source is planned to come from proceeds raised through the issuance of offshore unsecured convertible bonds by the Company. (Supplement) Relationship among previous transferor, the company, and the counterparty, previous transfer date, and transfer amount: Not applicable

8. If the ownership of the asset subject to transaction was held by a related party of the company within the past five years, disclose the related party’s acquisition and disposal dates, price, and relationship with the company at the time of transaction: Not applicable

9. Matters related to the disposal of claims (including types of collateral attached to disposed claims; if claims disposed are those owed by related parties, disclose the name of the related party and the book value of the claim disposed): Not applicable

10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if previously deferred, list and explain recognition status): Not applicable

11. Delivery or payment terms (including payment period and amount), contractual restrictions, and other important agreements: Payment terms: Wire transfer Contractual restrictions and other important agreements: None

12. Decision-making method for the transaction, basis for price determination, and decision-making unit: Decision-making method and unit: As resolved by the Company’s board of directors Basis for price determination: Subscription at issuance price

13. Net asset value per share of the securities-issuing company: NT$23.30

14. Cumulative number, amount, ownership percentage, and restricted rights (e.g., pledge status) of the securities involved in this transaction (including this transaction) held to date: Cumulative holdings: 8,004,778,878 shares Cumulative holding amount: NT$250,179,419 thousand Ownership percentage: 100% Restricted rights status: None

15. Ratio of cumulative securities investments (including this transaction) under Article 3 of the “Regulations Governing the Acquisition or Disposition of Assets by Publicly Issued Companies” to total assets and equity attributable to owners of the parent in the Company’s latest financial statements, and the amount of working capital in the latest financial statements (Note 2): Ratio to total assets: 116.77% Ratio to equity attributable to owners of the parent: 126.24% Working capital: NT$-3,568,201 thousand

16. Broker and brokerage fees: None

17. Specific purpose or use of the acquired or disposed securities: To meet funding needs of subsidiary SPIL for foreign currency procurement and repayment of existing foreign currency loans from financial institutions (Supplement)

18. Dissenting directors’ opinions on this transaction: Not applicable

19. Whether this transaction is a related-party transaction: Yes

20. Date of auditor’s approval or audit committee’s consent: August 10, 115

21. Whether the accountant issued a non-reasonable opinion on this transaction: Not applicable

22. Name of accounting firm: Not applicable

23. Name of accountant: Not applicable

24. Accountant’s license number: Not applicable

25. Whether this involves a change in business model: No

26. Explanation of business model change: Not applicable

27. Transaction status with the counterparty in the past year and expected in the next year: Not applicable

28. Source of funds: Offshore unsecured convertible bonds

29. Previous date of material information announcement regarding the same event: August 10, 115

30. Other explanatory matters: None

FACT BOX

  • Source: PR Times
  • Category: Funding