ASX

SEC Filing Summary: Form 6-K

Business Context and Reporting Period

Company: Advanced Semiconductor Engineering, Inc. (ASE Inc.) and ASE Test Limited (ASE Test).
Date: September 5, 2007.
Subject: Joint Announcement regarding a proposed Scheme of Arrangement to privatize ASE Test Limited.
Context: ASE Inc., a global leader in semiconductor packaging, currently owns approximately 50.47% of ASE Test, a leading independent provider of semiconductor testing services. ASE Test shares are listed on the NASDAQ and the Taiwan Stock Exchange (TSE).

Key Financial Metrics and Transaction Terms

Transaction Type: Cash tender offer via Scheme of Arrangement to acquire remaining shares of ASE Test.
Consideration:

• NASDAQ Shares: US$14.78 per share in cash.
• Taiwan Depository Shares (TDS): NT$ equivalent of US$0.185 per share (determined by Federal Reserve Bank of New York spot rate).

Premiums Offered:

• 25.6% above the last transacted price (US$11.77) as of August 31, 2007.
• 28.1% above the 1-week average price (US$11.54).
• 30.9% above the 12-month average price (US$11.29).

Financial Resources: Citigroup Global Markets Taiwan Ltd. has confirmed that ASE Inc. has sufficient financial resources to satisfy the aggregate Scheme Consideration.
Outstanding Options: 9,317,326 ASE Test Options outstanding as of August 31, 2007. In-the-money options will be mandatorily cashless exercised; out-of-the-money options will be cancelled without consideration.

Material Changes and Strategic Rationale

Proposed Change: Conversion of ASE Test from a publicly listed company to a wholly-owned subsidiary of ASE Inc.
Strategic Objectives:

• Simplify corporate structure and reduce administrative/compliance costs associated with dual listings.
• Eliminate investor confusion between ASE Inc. and ASE Test by promoting a single brand identity.
• Increase flexibility for investment decisions and resource allocation within the group.
• Provide liquidity to minority shareholders at a premium price.

Current Ownership: ASE Inc. and its subsidiaries hold 50,985,143 shares (approx. 50.47%). Relevant persons (including Citigroup) control an aggregate of 51.84% of issued share capital.

Guidance, Risks, and Contingencies

Conditions Precedent: The Scheme is conditional upon:

• Approval by Unaffiliated ASE Test Shareholders (majority in number and 75% in value) at a Court Meeting.
• Sanction by the High Court of Singapore.
• Regulatory approvals from the Investment Commission (IC) and Fair Trade Commission (FTC) in Taiwan.
• Confirmation from the Securities Industry Council (SIC) in Singapore regarding the applicability of the Take-overs Code.
• Long-Stop Date: June 4, 2008.

Risks and Uncertainties:

• The Scheme may not become effective if conditions are not met or if the Court does not sanction it.
• Termination events include regulatory injunctions, material breaches of the Implementation Agreement, or withdrawal of the Independent Directors' recommendation.
• Forward-looking statements regarding future performance are not guarantees.

Management Commentary: The Scheme Consideration was negotiated at arm's length. Lehman Brothers Inc., financial adviser to the Special Committee, opined that the consideration is fair from a financial point of view to Unaffiliated Shareholders.

Investor Verification Checklist

• Shareholder Approval: Verify the outcome of the Court Meeting vote by Unaffiliated ASE Test Shareholders.
• Regulatory Status: Monitor the status of approvals from the Taiwan IC, FTC, and Singapore SIC.
• Delisting Process: Confirm the subsequent delisting of ASE Test from NASDAQ and TSE upon the Effective Date.
• Option Treatment: Review the specific treatment of outstanding ASE Test Options (cashless exercise vs. cancellation) based on exercise price relative to the offer price.
• Dividend Adjustments: Note that the Scheme Consideration will be reduced if any dividends are declared and paid prior to the Effective Date.