SEC Division of Corporation Finance no-action letter: Siliconware Precision Industries Co., Ltd.

Advanced Semiconductor Engineering, Inc. requests exemptive relief from Section 14(d)(6) and Rule 14d-8 under the Securities Exchange Act of 1934 to harmonize conflicting U.S. and Republic of China tender offer regulations. The request allows ASE to amend both its U.S. Offer and ROC Offer to include an identical Odd-Lot Provision, which permits the purchase of all tendered shares for holders offering 1,000 or fewer shares without proration. This relief addresses the conflict between Rule 14d-8's general pro-rata requirement and Article 23 of the ROC Regulation Governing Public Tender Offers for Securities of Public Companies.

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DavisPolk

George R. Bason, Jr.
Davis Polk & Wardwell LLP 212 450 4340 tel
450 Lexington Avenue 212 701 5340 fax
New York, NY 10017 george.bason@davispolk.com
September 17, 2015
Re: Dual Tender Offers by Advanced Semiconductor Engineering, Inc. for up to 779,000,000 common shares, including those represented by American depositary shares, of Siliconware Precision Industries Co., Ltd. Ms. Michele Anderson, Associate Director

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