SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF

CORPORATION FINANCE

December 28, 2015

Via Facsimile & U.S. Mail

Mr. George R. Bason, Jr., Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Re:

Siliconware Precision Industries Co., Ltd. -Dual Tender Offers by

Advanced Semiconductor Engineering, Inc. for common shares, including

those represented by American depositary shares

Dear Mr. Bason:

We are responding to your letter dated December 28, 2015, addressed to Michele Anderson,

Christina Chalk and David L. Orlic, as supplemented by telephone conversations with us, in

regard to Advanced Semiconductor Engineering, Inc.' s exemption request. To avoid having to

recite or summarize the facts set forth in your letter, our response letter is attached to the

enclosed copy of your letter. Unless otherwise noted, capitalized terms in this response letter

have the same meaning as in your letter.

On the basis of the representations and the facts presented in your letter, the staff of the Division

of Corporation Finance hereby grants exemptions from Section 14(d)( 6) of the Securities

Exchange Act of 1934 and Rule 14d-8 thereunder if ASE includes the Odd-Lot Provision in the

Offers, as required under Taiwan rules and described in your letter.

The foregoing exemptions are based solely on the representations and the facts presented in your

letter, as supplemented by telephone conversations with the staff. This relief is strictly limited to

the application of the provisions listed above to the Offers. ASE should discontinue the Offers

pending further consultations with the staff if any of the facts or representations set forth in your

letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal

securities laws, including Sections 9(a), lO(b) and 14(e) of the Exchange Act and Rules lOb-5

and 14e-3 thereunder. Responsibility for compliance with these and any other applicable

provisions of the federal securities laws rests with the participants in the Offers. The Division of

Corporation Finance expresses no view with respect to any other questions that the Offers may

raise, including, but not limited to, the adequacy of the disclosure concerning, and the

applicability of any other federal or state laws to, the Offers.

Mr. George R. Bason, Jr., Esq.

Davis Polk & Wardwell LLP

December 28, 2015

Page2

Sincerely,

For the Commission,

By the Division of Corporation Finance

pursuant to delegated authority,

)'(;~Vt.A. h.,u...,o...

Michele M. Anderson

Associate Director, Legal

Division of Corporation Finance

New York

Menlo Park

Washington DC

Sao Paulo

London

Paris

Madrid

Tokyo

Beijing

Hong Kong

Davis Polk

George R. Bason, Jr.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

212 450 4340 tel

212 701 5340 fax

george.bason@davispolk.com

December 28, 2015

Re:

Possible partial tender offers by Advanced Semiconductor Engineering, Inc. for common

shares, including those represented by American depositary shares, of Siliconware

Precision Industries Co., Ltd not already owned by Advanced Semiconductor

Engineering , Inc.

Ms. Michele Anderson, Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq .

Office of Mergers and Acquisitions

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington , DC 20549-3628

Dear Ms. Anderson, Ms. Chalk and Mr. Orlic:

We are writing on behalf of our client, Advanced Semiconductor Engineering, Inc., a company

incorporated and existing under the laws of the Republic of China ("ASE") , in connection with

ASE's offer to acquire, for cash, up to 770,000,000 Common Shares ("Common Shares"),

including those represented by American depositary shares ("ADSs") of Siliconware Precision

Industries Co.,. Ltd ., a company limited by shares under the Company Law of the Republic of

China ("SPIL") , through concurrent partial tender offers in the United States and the Republic of

China, in order to request relief from Section 14(d)(6) and Rule 14d-8 under the Securities

Exchange Act of 1934 (as amended, the "Exchange Act").

Background

The Parties

ASE is principally engaged in providing semiconductor packaging and testing services. ASE was

incorporated in the Republic of China on March 23, 1984. ASE is a "foreign private issuer" as

defined in Rule 3b-4 under the Exchange Act, files reports on Forms 20-F and 6-K with the

Securities and Exchange Commission (the "SEC" or the "Commission") and has securities

registered under Section 12(b) of the Exchange Act. AS E's common shares trade on the Taiwan

Stock Exchange and its American depositary shares trade on The New York Stock Exchange

under the ticker symbol "ASX."

Ms. Michele Anderson,

Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq.

2

December 28, 2015

SPIL is a leading independent provider of semiconductor packaging and testing services. SPIL

was incorporated in the Republic of China on May 17, 1984. SPIL is a "foreign private issuer" as

defined in Rule 3b-4 under the Exchange Act, files reports on Forms 20-F and 6-K with the SEC

and has securities registered under Section 12(b) of the Exchange Act. SPIL's Common Shares

trade on the Taiwan Stock Exchange and its ADSs trade on The NASDAQ Stock Market LLC

under the ticker symbol "SPIL."

The Fall 2015 Tender Offer

In September, 2015, through concurrent partial tender offers in the Republic of China and the

United States, ASE purchased an aggregate amount of 779,000,000 Common Shares (including

those represented by ADSs) (the "Fall 2015 Tender Offer").

In connection with the Fall 2015 Tender Offer, ASE requested relief from provisions of Rule 14d8 of the Exchange Act as more particularly described in our letter of September 8, 2015, and

accompanying correspondence. The requested relief was granted by the Division of Corporation

Finance on September 17, 2015.

The Proposal

On December 14, 2015, ASE announced that it had submitted a written proposal to SPIL to

acquire all Common Shares, including those represented by ADSs, of SPIL not already owned by

ASE for cash consideration of $NT55 per Common Share and $NT275 per ADS (five times the

per Common Share price) (the "Proposal").

While ASE has not yet received a response from SPIL regarding the Proposal, ASE believes that

there a significant likelihood that SPIL will reject the Proposal and refuse to engage in dialogue

with ASE. In this eventuality, ASE is likely to decide to launch concurrent partial tender offers in

the Republic of China and the U.S., which would possibly be followed by a second step merger

or similar transaction, at the same price as the partial tender offers, whereby ASE would seek to

acquire the remaining outstanding Common Shares (including those represented by ADSs). For

regulatory reasons, the partial tender offer will be capped such that ASE's post-tender offer

aggregate ownership would not exceed 49% of the outstanding Common Shares (including those

represented by ADSs). We set out below the possible structure of such partial tender offers.

The ROC Offer

In the Republic of China, ASE would offer to purchase up to 770,000,000 Common Shares (the

"ROC Offer") held by any holder, wherever resident, for NT$55 per Common Share, which is the

same price that would be offered in the U.S. Offer (before adjustments to reflect the five-to-one

ratio of Common Shares to ADSs and foreign currency conversion).

The U.S. Offer

As was the case in the Fall 2015 Tender Offer, due to certain irreconcilable differences between

law and practice in the Republic of China (Taiwan) and the U.S., such as differing withdrawal

rights for tendering security holders, it would not be possible to structure a single tender offer for

Ms. Michele Anderson,

Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq.

3

December 28, 2015

both Common Shares and ADSs that would be compliant with both Taiwanese law and

Regulation 14D.

As a result, concurrently with the ROC Offer, ASE would offer to purchase (the "U.S. Offer" and,

together with the ROC Offer, the "Offers"):

(i) Common Shares for NT$55 per Common Share from U.S. holders (the same price being

offered for Common Shares in the ROC Offer); and

(ii) ADSs for NT$275 per ADS (five times the per Common Share price in the ROC Offer) from all

holders, wherever located.

U.S. holders of Common Shares who tender into the U.S. Offer and whose Common Shares are

accepted by ASE would be paid in New Taiwan dollars.

ADS holders who tender into the U.S. Offer and whose ADSs are accepted by ASE would be

paid the U.S. Offer price in U.S. dollars as converted when payment is made to the U.S. tender

agent.

The U.S. Offer is on the same terms as the ROC Offer, except:

•

The U.S. Offer would be for ADSs held by any holder wherever resident and Common

Shares held by U.S. holders and the ROC Offer would be for Common Shares held by

any holder, wherever resident.

•

The U.S. Offer would allow the withdrawal of all tendered Common Shares and ADSs

until expiration of the U.S. Offer or, if not previously accepted for payment by ASE, 60

days from the date of the original tender offer. Republic of China law does not

specifically provide for the same withdrawal rights that are provided under U.S. law.

Under Republic of China law, tendering shareholders may only withdraw their tendered

Common Shares prior to the tender of sufficient Common Shares, not including those

tendered into the U.S. Offer or those represented by ADSs, to satisfy the minimum

condition and ASE's announcement of such satisfaction. However, tendering

shareholders may withdraw their tendered Common Shares after such announcement if

either of the following events occur: (i) ASE extends the expiration date of the ROC Offer;

or (ii) a competing tender offer for Common Shares is initiated through a filing with the

Republic of China Financial Supervisory Commission (the "FSC") at least five Taiwan

Stock Exchange trading days before the expiration date of the ROC Offer.

•

Common Shareholders who tender in the ROC Offer or the U.S. Offer would receive new

Taiwan dollars. ADS holders who tender in the U.S. Offer will receive U.S. dollars.

Each Offer, unless extended, would close substantially contemporaneously.

Qualification for Tier II Relief

Ms. Michele Anderson,

Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq.

4

December 28, 2015

In conducting the Offers on the terms described in this letter, ASE would be relying on Rule 14d1(d) under the Exchange Act, which provides exemptive relief from otherwise applicable rules to

persons conducting a tender offer under certain conditions. In order for ASE to qualify for

1

exemptive relief under Rule 14d-1(d) ("Tier II Relief"), SPIL must be a foreign private issuer, it

must not be, and ASE believes based on publicly available information, that it is not, an

investment company registered or required to be registered under the Investment Company Act

of 1940 and its shareholders that are resident in the United States ("U.S. Holders") must not hold

more than 40% of the class of securities sought in the Offers (Common Shares, including those

represented by ADSs).

Because the Offers would be unsolicited and SPIL would likely elect, as it did in relation

to the Fall 2015 Tender Offer, pursuant to Rule 14d-5 of the Exchange Act, to mail the tender

offer materials to SPIL shareholders rather than provide ASE with a copy of SPIL's shareholder

list, ASE would, again, be unable to obtain the information necessary to calculate the exact

percentage of U.S. ownership of Common Shares.

In determining that the U.S. Offer qualifies for Tier II Relief, ASE is presuming, as

permitted by Instruction 3 to Rule 14d-1(d), that less than 40% of Common Shares were held by

U.S. holders because:

i.

the Offers would not be made pursuant to an agreement with SPIL;

ii.

the average daily trading volume of Common Shares, including those

represented by ADSs, in the United States for a recent twelve-month period

ending on a date no more than 60 days before the public announcement of the

Offers does not exceed 40% of the average daily trading volume of Common

Shares on a worldwide basis for the same period; 2

iii.

SPIL's most recent annual report filed with the Commission and its most recent

annual report filed with the Republic of China Financial Supervisory Commission

(the "FSC") do not indicate that U.S. holders hold more than 40% of the

3

outstanding Common Shares, including those represented by ADSs;

1

Based on SPIL's most recent Form 20-F, filed with EDGAR on April 27, 2015, SPIL holds itself out to be a

foreign private issuer.

2

The average daily trading volume of SPIL Common Shares, including those represented by ADSs, in the

United States for the 12-month period ending December 10, 2015 was approximately 24.9%.

3

The SPIL 20-F states that "As of March 31, 2015, a total of 57,779, 171 ADSs and 3, 116,361, 139 of[SPIL]

shares (including the shares represented by these ADSs) were outstanding. With certain limited exceptions,

holders of common shares that are not R.O.C. persons are required to hold these commons shares through a

brokerage or custodial account in the R.O.C. As of March 31, 2015, 288,895,855 common shares were

registered in the name of a nominee of JPMorgan Chase Bank, N.A., the depositary of [SPIL's] ADS facility.

JPMorgan Chase Bank, N.A. has advised [SPIL] that as of March 31, 2015, 57,779, 171 ADSs, representing

288,895,855 common shares, were held of record by Cede & Co. and 13 other registered shareholders. [SPIL

has] no further information as to common shares held, or beneficially owned, by U.S. persons."

Ms. Michele Anderson,

Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq.

iv.

5

December 28, 2015

ASE has no knowledge or reason to know that U.S. holders hold more than 40%

of the outstanding Common Shares, including those represented by ADSs. 4

Based on the foregoing, ASE believes that it qualifies for Tier II Relief.

Discussion

Article 23 of the Regulation Governing Public Tender Offers for Securities of Public Companies

Article 23 of the Regulation Governing Public Tender Offers for Securities of Public Companies

("Article 23") governs the proration method applicable to the ROC Offer in the event that

proration of tendered securities is required due to the number of securities being tendered

exceeding the maximum number of securities to which the tender offer relates. Article 23 states:

"If the shares number to be sold has exceeded the projected shares

number to be acquired, the offeror shall purchase the shares pro rata from

all the tenderers, and shall return those shares which have been deposited

but the transaction of which not yet consummated to the original tenderers.

For listed or OTC company securities, the offeror shall distribute the stocks

according to the proportion of the amounts reported by the individual sellers

up to a limit of one thousand stocks. If there are stocks left over, the offeror

shall buy the stocks in the random order prescribed by the circumstances.

[1],,

We have been informed by Taiwanese counsel that the FSC interprets this provision to require

that any tender offer in Taiwan needs to include an exemption from the general proration rules

for any blocks of shares of 1,000 shares or less, that prorated shares be bought only in blocks of

1,000 and that any remainder below the number of shares offered to be purchased be purchased

on a random basis. In connection with the Fall 2015 Tender Offer, because application of Article

23 in this fashion could lead to potentially significant differences in outcome between

shareholders, ASE and its Taiwanese counsel petitioned the FSC to consent, and the FSC

consented, to the application of Article 23 to the Offers in the following manner (an "Odd-Lot

Provision"):

If the number of shares tendered in the Offers were to exceed the number of shares

offered to be purchased by ASE (the "Cap"):

i.

for any holder who tenders 1,000 shares or less, ASE would purchase all

such holder's tendered shares without applying proration;

4

Instruction 3(iii) to Rule 14d-1(d) of the Exchange Act provides that a "a bidder is deemed to know

information about U.S. ownership of the subject class of securities that is publicly available and that appears in

any filing with the Commission or any regulatory body in the issuer's jurisdiction of incorporation or (if different)

the non-U.S. jurisdiction in which the primary trading market for the subject securities is located." We have

reviewed SP IL's public filings, both in the U.S. and in its jurisdiction of incorporation, the Republic of China, and

have no reason to believe or know that the level of U.S. ownership of SPIL Common Shares exceeds 40%.

111 Link to English translation: http://law.fsc.gov.tw/law/EnglawContent.aspx?Type=E&id=1393

Ms. Michele Anderson,

Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq.

ii.

iii.

6

December 28, 2015

for any holder who tenders more than 1,000 shares, ASE would:

a.

first purchase 1,000 shares from such holder; and

b.

then apply equal proration, using the mechanic that would be

described in ASE's offering documents, to the remaining shares

tendered by such holder and purchase the prorated number of shares

(rounded down to the nearest whole share); and

ASE would purchase additional shares up to the Cap on a random basis

among all tendering shareholders (other than those who tendered 1,000

shares or less) by buying one additional share from each randomly selected

tendering holder until the Cap is reached.

As requested by the Commission, an opinion of ASE's Taiwanese counsel, Baker & McKenzie,

Taipei, to that effect is attached to this letter as Annex A. This interpretation was expressly

confirmed by FSC to ASE in a meeting on August 25, 2105. As a consequence, ASE will be

required to include an Odd-Lot Provision in the ROC Offer and is therefore seeking the

exemptive relief set forth herein. The Odd-Lot Provision would be applied equally to Common

Shares held directly and Common Shares underlying ADSs.

Rule 14d-1 (d)(2)(ii) of the Exchange Act

Rule 14d-1 (d)(2)(ii) of the Exchange Act permits a bidder conducting a Tier II tender offer to

separate an offer into multiple offers, one offer made to U.S. holders and one or more offers to

non-U.S. holders, provided that the U.S. offer must be made on terms at least as favorable as

those offered any other holder of the same class of securities that is the subject of the tender

offers.

Rule 14d-8 of the Exchange Act

Rule 14d-8 of the Exchange Act provides that if a person makes a tender offer for less than all of

the outstanding securities of a class, and a greater number of securities are deposited pursuant

thereto than such person is bound or willing to take up and pay for, the securities taken up and

paid for shall be taken up and paid for as nearly as may be pro rata, disregarding fractions,

according to the number of securities deposited by each depositor during the period the offer

remains open.

In order for the ROC Offer to be compliant with Taiwanese law, specifically Article 23, the ROC

Offer would need to include an Odd-Lot Provision. Rule 14d-1 (d)(2)(ii) of the Exchange Act

requires that the U.S. Offer would need to be on terms that are at least as favorable as those

offered under the ROC Offer, however, Rule 14d-8 of the Exchange Act prohibits the inclusion of

an Odd-Lot Provision.

Ms. Michele Anderson,

Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq.

7

December 28, 2015

The interaction of the three rules outlined above means that without relief from the FSC or SEC,

it will not be possible for ASE to launch the ROC Offer and the US Offer on terms that fully

comply with Taiwanese and U.S. securities laws respectively.

In discussions between the FSC and ASE in connection with the fall 2015 Tender Offer the FSC

made it clear to ASE that in its view if the ROC Offer were not to include an Odd-Lot Provision in

order to comply with Article 23, the ROC Offer would be non-compliant with Taiwan rules.

We note the position of the Commission in the Fall 2015 Tender Offer that the inclusion of an

Odd-Lot Provision in the ROC Offer, but not in the U.S. Offer, would result in the U.S. Offer

failing to comply with Rule 14d-1 (d)(2)(ii) of the Exchange Act and we further note the

Commission's preference that if relief is to be granted in order to harmonize the conflicting

requirements of U.S. and Taiwanese securities laws, that Rule 14d-1(d)(2)(ii) of the Exchange

Act be complied with in order to ensure that U.S. holders are treated at least as favorably as

Common Shares under the ROC Offer.

Therefore, we respectfully request exemptive relief under Section 14(d)(6) and Rule 14d-8 of the

Exchange Act to permit ASE to allow for the terms of the U.S. Offer to provide for an Odd-Lot

Provision on terms that would be identical the Odd-Lot Provision to be included in the ROC Offer.

Conclusion

For the reasons described above, we respectfully request relief from provisions of Section

14(d)(6) and Rule 14d-8 of the Exchange Act as discussed in this letter and on the same terms

as granted by the Division of Corporate Finance on September 17, 2015.

If you require any further information or have any questions please contact the undersigned or

George R. Bason, Jr. at 212-450-4340 or Daniel Brass at 212-450-4153.

Very truly yours,

G~R ~son~

Ms. Michele Anderson,

Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq.

8

Annex A

Opinion of Baker & McKenzie, Taipei

December 28, 2015

BAKER & M9KENZIE

Baker & McKenzie

Im l~1H! i8i it-#·~hf

15/F, 168 Dunhua North Road

Taipei 10548, Taiwan , R.O.C.

~:It. 'fi 10548 :f.t-lt.:lt.4 168 !l,t 15 ..

Tel: +886 2 2712 6151

Fax: +886 2 2712 8292

taipei@bakermckenzie.com

www.bakermckenzie.com

A sia Pacific

Bangkok

Beijing

B risbane

Hanoi

Ho Chi M inh City

Hong Kong

Jakarta•

Kuala Lumpu~

Manila•

Melbourne

Seoul

Shanghai

Singapore

Sydney

Taipei

Tokyo

Yangon

December 28, 2015

Ms. Michele Anderson, Associate Director

Ms. Christina Chalk, Esq.

Mr. David L. Orlic, Esq.

Office of Mergers and Acquisitions

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Europe, Middle East

& Afri ca

Abu Dhabi

Almaty

Amsterdam

Antwerp

Bahrain

Baku

Barcelona

Re: Article 23 of the Regulation Governing Public Tender Offers for

Securities of Public Companies

Dear Ms. Anderson, Ms. Chalk and Mr. Orlic:

Ber1in

Brussels

Budapest

Cairo

Casablanca

Doha

Dubai

Ousseldorl

Frankfurt/Main

Geneva

Istanbul

Jedd ah'

Johannesburg

Kyiv

London

Luxembourg

Madrid

Milan

Moscow

Munich

Paris

Prague

Riyadh'

Rome

St. Petersburg

Stockholm

Vienna

We act as the special Republic of China, Taiwan ("ROC") counsel to

Advanced Semiconductor Engineering, Inc. ("ASE") in connection with

ASE 's offer to acquire, for NT$55 in cash per common share, up to

approximately 24% of the issued and outstanding share capital of Siliconware

Precision Industries Co., Ltd., a company limited by shares under the

Company Law of the ROC through concurrent tender offers in the ROC (the

"ROC Offer"). In such capacity, we have reviewed the letter dated December

21, 2015, prepared by Davis Polk & Wardwell LLP on behalf of ASE

requesting certain exemptive relief in connection with the U.S. Offer as

described therein (the "Letter").

This opinion is being rendered to you in connection with ASE's request for

exemptive relief of the Securities and Exchange Commission to harmonize the

conflicting requirements of U.S. and ROC securities laws.

Warsaw

Zurich

Latin America

Bogota

Brasilia..

Based upon the foregoing, and subject to the assumptions and qualifications

herein contained, we are of the opinion that, as of the date hereof:

Buenos Aires

Caracas

Guadalajara

Juarez

Lima

Mexico City

Monterrey

Porto Alegre· ·

Rio de Janeiro••

Santiago

Sao Paulo••

Tijuana

Valencia

North America

Chicago

Dallas

Houston

Miami

New Yori<

Palo Alto

S an Francisco

(1 ) Article 23 of the Regulation Governing Public Tender Offers for

Securities of Public Companies ("Article 23") promulgated by the ROC

Financial Supervisory Commission ("FSC") sets forth a proration method if

the number of shares tendered exceeds the number of shares offered to

purchase. The FSC's English translation of Article 23 111 provides: "If the

shares number to be sold has exceeded the projected shares number to be

acquired, the offeror shall purchase the shares pro rata from all the tenderers,

and shall return those shares which have been deposited but the transaction of

111 Link to English translation: http://law.fsc.gov.tw/law/EnglawContent.aspx?Type=E&id=1393

Toronto

Washington, DC

Baker & McKenzie, a Taiwanese Partnership, is a member of Baker & McKenzie International, a Swiss Verein.

which not yet consummated to the orig;nal tenderers. For listed or OTC

company securWes, the offeror shall distribute the stocks according to the

proportion of the amounts reported by the individual sellers up to a limit of

one thousand stocks. If there are stocks left ove1; the offeror shall buy the

stocks ;n the random order prescribed by the circumstances.;

(2) With regard the application of Article 23, based on our discussion

with the FSC, if the number of shares tendered exceeds the number of shares

offered to purchase, (i) for any holder who tenders 1,000 shares or less, the

offeror shall purchase all such holder's tendered shares without applying

proration; (ii) for any holder who tenders more than 1,000 shares, the offeror

shall (x) first purchase 1,000 shares from such holder and (y) apply equal

proration to the remaining shares tendered by such holder and purchase the

number of shares after proration (rounded down to the nearest whole share);

and (iii) if the number of shares purchased by the offeror in (i) and (ii) does

not reach the number of shares offered to purchase, the offeror should

purchase the remainder on a random basis in increments of one share per

tendering holder;

(3) Article 23 is a valid rule governing the proration method applicable

to tender offer launched in the ROC which is promulgated and currently

enforced by the ROC Financial Supervisory Commission;

(4) If ASE does not comply with the proration method provided under

required by Article 23, it would cause the ROC Offer to be non-compliant

with the rules governing tender offer in the ROC; and

(5) All descriptions of ROC law, regulation and practice, including In

relation to Article 23, described in the Letter and in this opinion are fair,

complete and accurate.

Our opinion is rendered as of the date hereof based on the ROC laws and the

facts existing on the date hereof

This opinion is rendered only to you and is solely for benefit of you in

connection with the ROC Offer. Except for being furnished to you, this

opinion may not be relied upon by you for any other purpose, or furnished to,

quoted to, relied upon, or otherwise referred to by any other person, firm or

corporation for any purpose, without our express prior written consent, save to

the extent required to be disclosed by law or any regulatory or governmental

authority or any court, provided that such disclosure does not entitle the

recipients to rely on this opinion.

2

BAKER & M9KENZIE

This opinion is given by the Taipei office of Baker & McKenzie (I@ ~i@.r.fj ii;$~;.f~ Ptf ), a Taiwanese partnership, and not on behalf of any other member

or affiliated firm of Baker & McKenzie, a Swiss Verein.

Very truly yours,

3